bcc-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended	September 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35805

Boise Cascade Company

(Exact name of registrant as specified in its charter)


Delaware			20-1496201
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1111 West Jefferson Street Suite 300

Boise, Idaho 83702-5389

(Address of principal executive offices) (Zip Code)

(208) 384-6161

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	BCC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

There were 39,589,825 shares of the registrant's common stock, $0.01 par value per share, outstanding on October 27, 2023.

Table of Contents


PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed Notes to Unaudited Quarterly Consolidated Financial Statements	8
	1. Nature of Operations and Consolidation	8
	2. Summary of Significant Accounting Policies	8
	3. Income Taxes	12
	4. Net Income Per Common Share	12
	5. Acquisitions	13
	6. Goodwill and Intangible Assets	13
	7. Debt	14
	8. Leases	16
	9. Stock-Based Compensation	17
	10. Stockholders' Equity	19
	11. Transactions With Related Party	19
	12. Segment Information	20
	13. Commitments, Legal Proceedings and Contingencies, and Guarantees	21
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
	Understanding Our Financial Information	22
	Executive Overview	23
	Factors That Affect Our Operating Results and Trends	23
	Our Operating Results	25

	Liquidity and Capital Resources	29
	Guarantees	31
	Seasonal Influences	31
	Employees	32
	Disclosures of Financial Market Risks	32
	Environmental	32
	Critical Accounting Estimates	32
	New and Recently Adopted Accounting Standards	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Signatures	36

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Boise Cascade Company

Consolidated Statements of Operations

(unaudited)


	Three Months Ended September 30				Nine Months Ended September 30
	2023		2022		2023		2022
	(thousands, except per-share data)
Sales	$	1,834,441	$	2,154,647	$	5,193,989	$	6,759,001

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,442,178		1,655,979		4,099,249		5,183,823
Depreciation and amortization	31,474		28,374		93,382		69,611
Selling and distribution expenses	147,714		142,176		415,707		423,106
General and administrative expenses	27,583		27,622		84,193		81,375

Other (income) expense, net	(141)		1,126		(1,752)		(987)
	1,648,808		1,855,277		4,690,779		5,756,928

Income from operations	185,633		299,370		503,210		1,002,073

Foreign currency exchange loss	(602)		(1,674)		(355)		(2,041)
Pension expense (excluding service costs)	(40)		(41)		(122)		(253)
Interest expense	(6,351)		(6,398)		(19,051)		(18,969)
Interest income	13,760		3,238		34,964		4,688
Change in fair value of interest rate swaps	(327)		1,134		(798)		3,594

	6,440		(3,741)		14,638		(12,981)

Income before income taxes	192,073		295,629		517,848		989,092
Income tax provision	(49,005)		(76,042)		(131,727)		(248,794)
Net income	$	143,068	$	219,587	$	386,121	$	740,298

Weighted average common shares outstanding:
Basic	39,675		39,544		39,648		39,521
Diluted	39,983		39,776		39,849		39,762

Net income per common share:
Basic	$	3.61	$	5.55	$	9.74	$	18.73
Diluted	$	3.58	$	5.52	$	9.69	$	18.62

Dividends declared per common share	$	0.20	$	0.12	$	3.50	$	2.86

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company

Consolidated Statements of Comprehensive Income

(unaudited)


	Three Months Ended September 30				Nine Months Ended September 30
	2023		2022		2023		2022
	(thousands)
Net income	$	143,068	$	219,587	$	386,121	$	740,298
Other comprehensive income, net of tax
Defined benefit pension plans

Amortization of actuarial loss, net of tax of $2, $6, $6, and $16, respectively	6		15		19		47
Effect of settlements, net of tax of $—, $—, $—, and $32, respectively	—		—		—		98
Other comprehensive income, net of tax	6		15		19		145
Comprehensive income	$	143,074	$	219,602	$	386,140	$	740,443

SEC Form 10-Q filed by Boise Cascade L.L.C.