BCC 6.30.2013 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended June 30, 2013
 
 
o
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)


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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o    Accelerated filer o    Non-accelerated filer x    Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).       Yes o     No x
 
There were 39,365,350 shares of the registrant's $0.01 par value common stock outstanding on July 30, 2013.


Table of Contents
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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PART I—FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS
 
Boise Cascade Company
Consolidated Statements of Operations
(unaudited) 
 
 
 
 
 
 
 
 
 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
2013
 
2012
 
2013
 
2012
 
(thousands, except per-share data)
Sales
$
852,295

 
$
732,900

 
$
1,597,173

 
$
1,319,886

 
 
 
 
 
 
 
 
Costs and expenses
 

 
 

 
 

 
 

Materials, labor, and other operating expenses (excluding depreciation)
750,996

 
632,607

 
1,395,843

 
1,142,731

Depreciation and amortization
8,766

 
8,338

 
17,243

 
16,457

Selling and distribution expenses
60,102

 
60,468

 
117,106

 
114,282

General and administrative expenses
10,251

 
10,689

 
20,297

 
19,737

Other (income) expense, net
(39
)
 
653

 
(173
)
 
285

 
830,076

 
712,755

 
1,550,316

 
1,293,492

 
 
 
 
 
 
 
 
Income from operations
22,219

 
20,145

 
46,857

 
26,394

 
 
 
 
 
 
 
 
Foreign exchange loss
(291
)
 
(289
)
 
(371
)
 
(103
)
Interest expense
(4,781
)
 
(4,818
)
 
(9,672
)
 
(9,631
)
Interest income
62

 
87

 
124

 
194

 
(5,010
)
 
(5,020
)
 
(9,919
)
 
(9,540
)
 
 
 
 
 
 
 
 
Income before income taxes
17,209

 
15,125

 
36,938

 
16,854

Income tax (provision) benefit
(6,797
)
 
(78
)
 
54,310

 
(139
)
Net income
$
10,412

 
$
15,047

 
$
91,248

 
$
16,715

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
43,229

 
29,700

 
40,415

 
29,700

Diluted
43,233

 
29,700

 
40,417

 
29,700

 
 
 
 
 
 
 
 
Net income per common share:
 
 
 
 
 
 
 
Basic
$
0.24

 
$
0.51

 
$
2.26

 
$
0.56

Diluted
$
0.24

 
$
0.51

 
$
2.26

 
$
0.56

 
See accompanying condensed notes to unaudited quarterly consolidated financial statements.


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Boise Cascade Company
Consolidated Statements of Comprehensive Income
(unaudited) 
 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
2013
 
2012
 
2013
 
2012
 
(thousands)
Net income
$
10,412

 
$
15,047

 
$
91,248

 
$
16,715

Other comprehensive income, net of tax
 
 
 
 
 
 
 
  Defined benefit pension plans
 
 
 
 
 
 
 
Amortization of actuarial loss, net of tax of $870, $0, $1,731, and $0, respectively
1,411

 
1,958

 
2,806

 
3,984

Amortization of prior service costs and other, net of tax of $8, $0, $17, and $0, respectively
14

 
42

 
28

 
83

Other comprehensive income, net of tax
1,425

 
2,000

 
2,834

 
4,067

Comprehensive income
$
11,837

 
$
17,047

 
$
94,082

 
$
20,782


See accompanying condensed notes to unaudited quarterly consolidated financial statements.


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Boise Cascade Company
Consolidated Balance Sheets
(unaudited)
 
 
June 30,
2013
 
December 31,
2012
 
 
(thousands)
ASSETS
 
 

 
 

Current
 
 

 
 

Cash and cash equivalents
 
$
232,667

 
$
54,507

Receivables
 
 
 
 

Trade, less allowances of $2,546 and $2,696
 
205,722

 
134,743

Related parties
 
434

 
674

Other
 
6,612

 
6,204

Inventories
 
368,350

 
325,806

Deferred income taxes
 
19,749

 
2

Prepaid expenses and other
 
11,851

 
5,521

Total current assets
 
845,385

 
527,457

 
 
 
 
 
Property and equipment, net
 
261,309

 
265,924

Timber deposits
 
7,267

 
6,221

Deferred financing costs
 
7,279

 
7,562

Goodwill
 
12,170

 
12,170

Intangible assets
 
8,900

 
8,900

Deferred income taxes
 
44,819

 
—

Other assets
 
7,486

 
8,164

Total assets
 
$
1,194,615

 
$
836,398

 
See accompanying condensed notes to unaudited quarterly consolidated financial statements.


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Boise Cascade Company
Consolidated Balance Sheets (continued)
(unaudited)
 
 
June 30,
2013
 
December 31,
2012
 
 
(thousands, except per-share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
Current
 
 
 
 
Accounts payable
 
 
 
 
Trade
 
$
195,206

 
$
140,192

Related parties
 
1,957

 
1,950

Accrued liabilities
 
 
 
 
Compensation and benefits
 
42,039

 
61,814

Interest payable
 
2,745

 
3,188

Other
 
30,875

 
29,043

 
 
272,822

 
236,187

 
 
 
 
 
Debt
 
 
 
 
Long-term debt
 
250,000

 
275,000

 
 
 
 
 
Other
 
 
 
 
Compensation and benefits
 
195,384

 
206,668

Other long-term liabilities
 
14,447

 
14,336

 
 
209,831

 
221,004

 
 
 
 
 
Redeemable equity
 
—

 
6,443

 
 
 
 
 
Commitments and contingent liabilities
 


 


 
 
 
 
 
Stockholders' equity
 
 
 
 
Preferred stock, $0.01 par value per share; 50,000 shares authorized, no shares issued and outstanding
 
—

 
—

Common stock, $0.01 par value per share; 300,000 shares authorized, 43,229 and 29,700 shares issued and outstanding
 
432

 
297

Additional paid-in capital
 
494,908

 
256,927

Accumulated other comprehensive loss
 
(118,395
)
 
(121,229
)
Retained earnings (accumulated deficit)
 
85,017

 
(38,231
)
Total stockholders' equity
 
461,962

 
97,764

Total liabilities and stockholders' equity
 
$
1,194,615

 
$
836,398


See accompanying condensed notes to unaudited quarterly consolidated financial statements.


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Boise Cascade Company
Consolidated Statements of Cash Flows
(unaudited)
 
 
Six Months Ended
June 30
 
 
2013
 
2012
 
 
(thousands)
Cash provided by (used for) operations
 
 
 
 
Net income
 
$
91,248

 
$
16,715

Items in net income not using (providing) cash
 
 
 
 

Depreciation and amortization, including deferred financing costs and other
 
18,131

 
17,664

Stock-based compensation
 
1,073

 
—

Pension expense
 
5,434

 
6,394

Deferred income taxes
 
(66,314
)
 
—

Other
 
(277
)
 
(469
)
Decrease (increase) in working capital, net of acquisitions
 
 
 
 

Receivables
 
(71,487
)
 
(59,482
)
Inventories
 
(42,544
)
 
(35,154
)
Prepaid expenses and other
 
(2,523
)
 
(2,251
)
Accounts payable and accrued liabilities
 
36,833

 
68,235

Pension contributions
 
(9,970
)
 
(7,874
)
Income taxes payable
 
(881
)
 
(29
)
Other
 
(4,546
)
 
1,034

Net cash provided by (used for) operations
 
(45,823
)
 
4,783

 
 
 
 
 
Cash provided by (used for) investment
 
 

 
 

Expenditures for property and equipment
 
(14,042
)
 
(10,952
)
Acquisitions of businesses and facilities
 
—

 
(2,355
)
Proceeds from sales of assets
 
546

 
145

Other
 
10

 
(1
)
Net cash used for investment
 
(13,486
)
 
(13,163
)
 
 
 
 
 
Cash provided by (used for) financing
 
 
 
 
Net proceeds from issuance of common stock
 
262,599

 
—

Issuances of long-term debt
 
55,000

 
—

Payments of long-term debt
 
(80,000
)
 
—

Financing costs
 
(321
)
 
—

Other
 
191

 
—

  Net cash provided by financing
 
237,469

 
—

 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
178,160

 
(8,380
)
 
 
 
 
 
Balance at beginning of the period
 
54,507

 
182,455

 
 
 
 
 
Balance at end of the period
 
$
232,667

 
$
174,075

 
See accompanying condensed notes to unaudited quarterly consolidated financial statements.


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Condensed Notes to Unaudited Quarterly Consolidated Financial Statements

1.
Nature of Operations and Consolidation
 
Nature of Operations
 
We are a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade, L.L.C., and its consolidated subsidiaries prior to our conversion to a Delaware corporation and to Boise Cascade Company and its consolidated subsidiaries on or after such conversion. On February 4, 2013, we converted to a Delaware corporation from a Delaware limited liability company by filing a certificate of conversion in Delaware. The common stock authorized and outstanding, par values, net income per share amounts, and other per-share disclosures for all periods presented have been adjusted to reflect the impact of this conversion. We are one of the largest producers of engineered wood products (EWP) and plywood in North America and a leading U.S. wholesale distributor of building products.

On February 11, 2013, we issued 13,529,412 shares of common stock in our initial public offering. Following our initial public offering, the common stock held by Boise Cascade Holdings, L.L.C. (BC Holdings) represented 68.7% of our outstanding common stock. Following the completion of a secondary offering by BC Holdings of 10,000,000 shares of our common stock and the repurchase of 3,864,062 shares of our common stock from BC Holdings subsequent to June 30, 2013, the common stock held by BC Holdings represents 40.2% of our outstanding common stock. See Note 13, Subsequent Events, for a discussion of the secondary offering and repurchase of common stock. BC Holdings is controlled by Forest Products Holdings, L.L.C. (FPH).
 
We operate our business using three reportable segments: (1) Wood Products, which manufactures and sells EWP, plywood, studs, particleboard, and ponderosa pine lumber, (2) Building Materials Distribution, which is a wholesale distributor of building materials, and (3) Corporate and Other, which includes corporate support staff services, related assets and liabilities, and foreign exchange gains and losses. For more information, see Note 11, Segment Information.
 
Consolidation
 
The accompanying quarterly consolidated financial statements have not been audited by an independent registered public accounting firm but, in the opinion of management, include all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. The quarterly consolidated financial statements include the accounts of Boise Cascade and its subsidiaries after elimination of intercompany balances and transactions. Quarterly results are not necessarily indicative of results that may be expected for the full year. These condensed notes to unaudited quarterly consolidated financial statements should be read in conjunction with our 2012 Form 10-K and the other reports we file with the Securities and Exchange Commission (SEC).

2.
Summary of Significant Accounting Policies

Accounting Policies

The complete summary of significant accounting policies is included in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2012 Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement benefits; income taxes; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which

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management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.  

Vendor and Customer Rebates and Allowances
 
We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs. At June 30, 2013, and December 31, 2012, we had $4.0 million and $4.1 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets. Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product. Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.

We also provide rebates to our customers and our customers' customers based on the volume of their purchases. We provide the rebates to increase the sell-through of our products. The rebates are recorded as a decrease in "Sales." At June 30, 2013, and December 31, 2012, we had $21.2 million and $19.7 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

Leases
 
We lease a portion of our distribution centers as well as other property and equipment under operating leases. For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably assured of exercising. Rental expense for operating leases was $3.7 million and $3.6 million for the three months ended June 30, 2013 and 2012, respectively, and $7.3 million and $7.2 million for the six months ended June 30, 2013 and 2012, respectively. Sublease rental income was not material in any of the periods presented.

Inventories
 
Inventories included the following (work in process was not material):
 
 
 
June 30,
2013
 
December 31,
2012
 
 
(thousands)
Finished goods and work in process
 
$
316,605

 
$
267,115

Logs
 
29,517

 
37,273

Other raw materials and supplies
 
22,228

 
21,418

 
 
$
368,350

 
$
325,806


Property and Equipment
 
Property and equipment consisted of the following asset classes:
 

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June 30,
2013
 
December 31,
2012
 
 
(thousands)
Land
 
$
34,992

 
$
35,662

Buildings
 
88,818

 
88,129

Improvements
 
34,731

 
34,526

Office equipment and vehicles
 
85,954

 
80,857

Machinery and equipment
 
271,166

 
264,084

Construction in progress
 
9,928

 
11,176

 
 
525,589

 
514,434

Less accumulated depreciation
 
(264,280
)
 
(248,510
)
 
 
$
261,309

 
$
265,924


Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under U.S. generally accepted accounting principles (GAAP) gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3).

Financial Instruments
 
Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, and long-term debt. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds measured at fair value. As of June 30, 2013, and December 31, 2012, we held $176.8 million and $10.6 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs. The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature. At June 30, 2013, the book value of our fixed-rate debt was $250.0 million, and the fair value was estimated to be $253.8 million. The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt. We estimated the fair value based on quoted market prices for our debt (Level 1 measurement).

Concentration of Credit Risk
 
We are exposed to credit risk related to customer accounts receivable. In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations. At June 30, 2013, and December 31, 2012, the receivables from a single customer accounted for approximately 16% and 14%, respectively, of total receivables. No other customer accounted for 10% or more of total receivables.

New and Recently Adopted Accounting Standards
 
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (Topic 740). This ASU requires that liabilities related to unrecognized tax benefits offset deferred tax assets for net operating loss carry forwards, a similar tax loss or a tax credit carry forward (Carryforward), if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations in which a Carryforward cannot be used or the deferred tax asset is not intended to be used for such purpose, the unrecognized tax benefit should be recorded as a liability and should not offset deferred tax assets.  The guidance is effective for annual and interim reporting periods beginning after December 15, 2013. We are currently evaluating the effect, if any, the adoption of this standard will have on our financial statements.


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In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU requires entities to disclose additional information about changes in and significant items reclassified out of accumulated other comprehensive income. We adopted the provisions of this guidance January 1, 2013, and it had no effect on our financial position and results of operations. For additional information, see Note 8, Stockholders' Equity.

In July 2012, the FASB issued ASU 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, which gives entities the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. We adopted the provisions of this guidance January 1, 2013, and it had no effect on our financial position and results of operations.

There were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements and associated disclosures.

3.
Income Taxes

Income Tax Provision

On February 4, 2013, we converted from a limited liability company to a corporation. In addition, we elected to be treated as a corporation for federal and state income tax purposes effective as of January 1, 2013. Therefore, we are subject to federal and state income tax expense beginning January 1, 2013. As a limited liability company, we were treated as a disregarded entity for federal income tax purposes and, as such, were included in the income tax return for BC Holdings. Our income tax provision generally consisted of income taxes payable to state jurisdictions that did not allow for the income tax liability to be passed through to our former sole member as well as income taxes payable by our separate subsidiaries that are taxed as corporations. As a limited liability company, we had an effective tax rate of less than 1%. For both the three months and six months ended June 30, 2012, income tax expense was $0.1 million.

The conversion from a limited liability company to a corporation, for tax purposes, was deemed a nontaxable transfer of Boise Cascade, L.L.C., assets and liabilities to Boise Cascade Company. As a result of our conversion to a corporation, we recorded total deferred tax assets of $101.9 million and total deferred tax liabilities of $33.2 million on our Consolidated Balance Sheet, the effect of which was recorded as an income tax benefit in our Consolidated Statement of Operations. These deferred tax items largely consisted of a $69.8 million deferred tax asset related to the pension liability, a $27.4 million deferred tax liability related to property and equipment, and $18.0 million of deferred tax assets related to other employee benefits. No valuation allowance was recorded on our domestic deferred tax assets, except for capital loss carryforwards of $6.1 million, as it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets.

As a corporation, we are subject to typical corporate U.S. federal, state, and foreign income tax rates. Boise Cascade Company will file tax returns as a corporation for the year ending December 31, 2013. For the three months and six months ended June 30, 2013, excluding the discrete establishment of net deferred tax assets, we recorded $6.8 million and $14.4 million, respectively, of income tax expense and had an effective rate of 39.5% and 38.9%, respectively. During the three months and six months ended June 30, 2013, the primary reason for the difference from the federal statutory income tax rate of 35% and the effective tax rate, excluding the deferred discrete item, was the effect of state taxes.

During the six months ended June 30, 2013 and 2012, cash paid for taxes, net of refunds received, was $12.7 million and $0.2 million, respectively.


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A reconciliation of the statutory U.S. federal tax provision and the reported tax provision is as follows (dollars in thousands):
 
 
Six Months Ended June 30, 2013
 
 
 
Income before income taxes
 
$
36,938

Statutory U.S. income tax rate
 
35.0
 %
 
 
 
Statutory tax provision
 
$
12,928

State taxes
 
1,231

Other
 
197

Total
 
$
14,356

 
 
 
Effective income tax rate excluding discrete item
 
38.9
 %
 
 
 
Recognition of beginning deferred tax balances
 
$
(68,666
)
 
 
 
Income tax benefit with discrete item
 
$
(54,310
)
 
 
 
Effective income tax rate with discrete item
 
(147.0
)%

The income tax provision (benefit) shown in the Consolidated Statements of Operations includes the following (dollars in thousands):
 
 
Six Months Ended June 30, 2013
 
 
 
Current income tax provision (benefit)
 
 
Federal
 
$
10,208

State
 
1,796

Foreign
 
—

Total current
 
$
12,004

 
 
 
Deferred income tax provision (benefit)
 
 
Federal
 
$
(60,745
)
State
 
(5,569
)
Foreign
 
—

Total deferred
 
$
(66,314
)
Income tax provision (benefit)
 
$
(54,310
)

Income Tax Uncertainties

Boise Cascade, or one of its subsidiaries, files federal income tax returns in the U.S. and Canada and various state income tax returns. The significant state jurisdictions are California, Idaho, Oregon, and Texas.

We recognize tax liabilities and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available or as new uncertainties occur. As of June 30, 2013, we had an insignificant amount of unrecognized tax benefits recorded on our Consolidated Balance Sheets, and we do not expect a significant change to the amount of unrecognized tax benefits over the next 12 months. We had no unrecognized tax benefits recorded as of December 31, 2012.

We recognize interest and penalties related to uncertain tax positions as income tax expense in our Consolidated Statements of Operations. During each of the three months and six months ended June 30, 2013 and 2012, we recognized an insignificant amount of interest and penalties related to taxes.

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4.
Net Income Per Common Share
 
Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. For more information about common share activity during the period, see Note 8, Stockholders' Equity. Diluted net income per common share is computed by dividing net income by the combination of other potentially dilutive weighted average common shares and the weighted average number of common shares outstanding during the period. Other potentially dilutive weighted average common shares include the dilutive effect of stock options, restricted stock units (RSUs), and performance stock units (PSUs) for each period using the treasury stock method. Under the treasury stock method, the exercise price of a share, the amount of compensation expense, if any, for future service that has not yet been recognized, and the amount of tax benefits that would be recorded in additional paid-in-capital, if any, when the share is exercised are assumed to be used to repurchase shares in the current period.

The following table sets forth the computation of basic and diluted net income per common share:

 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
2013
 
2012
 
2013
 
2012
 
(thousands, except per-share data)
Net income
$
10,412

 
$
15,047

 
$
91,248

 
$
16,715

Weighted average common shares outstanding during the period (for basic calculation)
43,229

 
29,700

 
40,415

 
29,700

Dilutive effect of other potential common shares
4

 
—

 
2

 
—

Weighted average common shares and potential common shares (for diluted calculation)
43,233

 
29,700

 
40,417

 
29,700

 
 
 
 
 
 
 
 
Net income per common share - Basic
$
0.24

 
$
0.51

 
$
2.26

 
$
0.56

Net income per common share - Diluted
$
0.24

 
$
0.51

 
$
2.26

 
$
0.56


The computation of the dilutive effect of other potential common shares excludes options representing 0.2 million shares and no shares of common stock, respectively, in the three months ended June 30, 2013 and 2012, and 0.1 million shares and no shares of common stock, respectively, in the six months ended June 30, 2013 and 2012. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

5.
Debt
 
Long-term debt consisted of the following:
 
 
 
June 30,
2013
 
December 31,
2012
 
 
(thousands)
Asset-based revolving credit facility
 
$
—

 
$
25,000

6.375% senior notes
 
250,000

 
250,000

Long-term debt
 
$
250,000

 
$
275,000

 

11
Table of Contents

Asset-Based Revolving Credit Facility

Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., are borrowers, and Boise Cascade Wood Products Holdings Corp. is guarantor under a $300 million senior secured asset-based revolving credit facility (Revolving Credit Facility). Borrowings under the Revolving Credit Facility are constrained by a borrowing base formula dependent upon levels of eligible receivables and inventory reduced by outstanding borrowings and letters of credit (Availability). On May 15, 2013, we entered into a third amendment to the credit agreement governing the Revolving Credit Facility, which reduced unused commitment fee rates as described below. We entered into a fourth amendment to our Revolving Credit Facility on July 19, 2013 to permit the consummation of the repurchase of $100.0 million of our common stock from BC Holdings (the “Repurchase”), as described in Note 13, Subsequent Events.

The Revolving Credit Facility has a maturity date of July 13, 2016, and is secured by a first-priority security interest in substantially all of our assets, except for property and equipment. The proceeds of borrowings under the agreement are available for working capital and other general corporate purposes.

Interest rates under the Revolving Credit Facility are based, at the company's election, on either the London Interbank Offered Rate (LIBOR) or a base rate, as defined in the agreement, plus a spread over the index elected that ranges from 1.75% to 2.25% for loans based on LIBOR and from 0.75% to 1.25% for loans based on the base rate. The spread is determined on the basis of a pricing grid that results in a higher spread as average quarterly Availability declines. Letters of credit are subject to a fronting fee payable to the issuing bank and a fee payable to the lenders equal to the LIBOR margin rate. In addition, effective with the third amendment to the credit agreement, we are required to pay an unused commitment fee at a rate ranging from 0.25% to 0.375% per annum (based on facility utilization) of the average unused portion of the lending commitments.

The Revolving Credit Facility contains customary nonfinancial covenants, including a negative pledge covenant and restrictions on new indebtedness, investments, distributions to equity holders, asset sales, and affiliate transactions, the scope of which are dependent on the Availability existing from time to time. The Revolving Credit Facility also contains a requirement that we meet a 1:1 fixed-charge coverage ratio (FCCR) if Availability falls below the greater of $31.25 million or 12.5% of the aggregate lending commitments. Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Revolving Credit Facility, and Availability at June 30, 2013, was $290.7 million. At June 30, 2013, our aggregate liquidity from cash and cash equivalents and unused borrowing capacity (net of the Availability threshold amount for testing of the FCCR, as applicable) under the Revolving Credit Facility totaled $523.4 million.

The Revolving Credit Facility generally permits dividends only if certain conditions are met, including complying with the minimum Availability requirements and having a fixed-charge coverage ratio of 1:1 on a pro forma basis. Notwithstanding the foregoing, the fourth amendment to the credit agreement permits consummation of the Repurchase in an amount not to exceed $100.0 million.

At June 30, 2013, and December 31, 2012, we had no borrowings and $25.0 million outstanding, respectively, under the Revolving Credit Facility and $9.3 million and $10.0 million, respectively, of letters of credit outstanding. These letters of credit and borrowings reduced our borrowing capacity under the Revolving Credit Facility by an equivalent amount. The maximum borrowings under the Revolving Credit Facility were $75.0 million during the six months ended June 30, 2013.

Senior Notes

On October 22, 2012, Boise Cascade and its wholly owned subsidiary, Boise Cascade Finance Corporation (Boise Finance and together with Boise Cascade, the Co-issuers), issued $250 million of 6.375% senior notes due November 1, 2020 (Senior Notes) through a private placement that was exempt from the registration requirements of the Securities Act of 1933, as amended (Securities Act). Interest on our Senior Notes is payable semiannually in arrears on May 1 and November 1, commencing on May 1, 2013. On March 28, 2013, Boise Finance was merged with and into Boise Cascade, with Boise Cascade as the surviving entity and sole issuer of the Senior Notes. The Senior Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor or co-borrower under our Revolving Credit Facility.

On May 8, 2013, we completed an offer to exchange any and all of our outstanding Senior Notes for a like principal amount of new 6.375% Senior Notes due 2020, which have been registered under the Securities Act of 1933, as amended. $250 million in aggregate principal amount (or 100%) of the outstanding Senior Notes were tendered upon closing of the exchange offer for an equivalent amount of registered Senior Notes.


12
Table of Contents

Cash Paid for Interest

For the six months ended June 30, 2013 and 2012, cash payments for interest were $9.2 million and $8.4 million, respectively.

6.
Retirement and Benefit Plans
 
The following table presents the pension benefit costs:
 
 
Three Months Ended June 30
 
Six Months Ended
June 30
 
2013
 
2012
 
2013
 
2012
 
(thousands)
Service cost
$
671

 
$
1,182

 
$
1,342

 
$
2,351

Interest cost
4,650

 
4,824

 
9,292

 
9,667

Expected return on plan assets
(4,916
)
 
(4,847
)
 
(9,782
)
 
(9,691
)
Amortization of actuarial loss
2,281

 
1,958

 
4,537

 
3,984

Amortization of prior service costs
22

 
42

 
45

 
83

Net periodic benefit cost
$
2,708

 
$
3,159

 
$
5,434

 
$
6,394

 
In the first six months of 2013, we contributed $10.0 million in cash to the pension plans. For the remainder of 2013, we expect to make less than $1 million in additional cash contributions to the pension plans.

7.
Stock-Based Compensation

In connection with our initial public offering, we adopted the 2013 Incentive Compensation Plan (2013 Incentive Plan). The 2013 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards, other cash-based compensation, and performance awards. Directors, officers, and other employees, as well as others performing consulting or advisory services for us, are eligible for grants under the 2013 Incentive Plan. These awards are at the discretion of the Compensation Committee of our board of directors, and they vest and expire in accordance with terms established at the time of grant. All awards under the 2013 Incentive Plan are eligible to participate in dividend or dividend equivalent payments, if any, which we would accrue to be paid when the awards vest.
    
Shares issued pursuant to awards under the 2013 Incentive Plan are from our authorized but unissued shares. The maximum number of shares approved for grant under the 2013 Incentive Plan is 3.1 million shares. As of June 30, 2013, 2.8 million shares remained available for future issuance under the 2013 Incentive Plan.

In February 2013, we granted three types of stock-based awards under the 2013 Incentive Plan: stock options, performance stock units (PSUs), and restricted stock units (RSUs).

Stock Options

In February 2013, we granted 161,257 nonqualified stock options to our officers and other employees, subject to service conditions. The stock options generally vest and become exercisable on a pro rata basis over a three-year period from the date of grant. Our stock options generally have a contractual term of ten years, meaning the option must be exercised by the holder before the tenth anniversary of the grant date, subject to earlier expiration for vested options not exercised following termination of employment. No options were vested and exercisable at June 30, 2013. The following is a summary of our stock option activity:

13
Table of Contents

 
 
Number of Options
 
Weighted Average Exercise Price Per Option
 
Weighted Average Remaining Contractual Life
 
Aggregate Intrinsic Value
 
 
 
 
 
 
(years)
 
(thousands)
Outstanding, December 31, 2012
 
—

 
$
—

 
 
 
 
Granted
 
161,257

 
27.19

 
 
 
 
Outstanding, June 30, 2013
 
161,257

 
$
27.19

 
9.7

 
$
—

Vested and expected to vest, June 30, 2013
 
132,484

 
$
27.19

 
9.7

 
$
—

Exercisable, June 30, 2013
 
—

 
$
—

 
—

 
$
—


The fair value for stock option awards was estimated at the grant date using the Black-Scholes option valuation model with the following weighted average assumptions:
 
Six Months Ended
June 30, 2013
Expected volatility
60.9
%
Expected life (in years)
6.0

Risk-free interest rate
1.0
%
Expected dividends
—

Weighted average fair value per option granted
$
14.87


The expected volatility of our stock price was based on the volatility of related industry stocks. As these 2013 grants were our first issuances of stock options and our equity shares have been traded for a short period of time, we did not have sufficient historical data to provide a reasonable basis upon which to estimate the expected life. Therefore, we used the simplified method as allowed by the Securities and Exchange Commission. The risk-free interest rate was based on the yields of U.S. Treasury issues with terms similar to the expected life of the options.

PSU and RSU Awards
    
In February 2013, we granted 90,124 PSUs to our officers and other employees, subject to performance and service conditions. The number of shares actually awarded will range from 0% to 200% of the target amount, depending upon the Company’s 2013 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, determined in accordance with the related grant agreement. Because the EBITDA component contains a performance condition, we record compensation expense, net of estimated forfeitures, over the requisite service period based on the most probable number of shares expected to vest. The PSUs, if earned, will vest in three equal tranches on December 31, 2013, 2014, and 2015.

In February 2013, we granted 14,161 RSUs to our directors with only service conditions. The RSUs vest at the end of the one-year period.

We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date, and we record compensation expense over the awards' vesting period. Any shares not vested are forfeited.

The following summarizes the activity of our PSUs and RSUs awarded under the 2013 Incentive Plan for the six months ended June 30, 2013:
 
 
Number of shares
 
Weighted Average Grant-Date Fair Value
Unvested, December 31, 2012
 
—

 
$
—

Granted
 
104,285

 
26.65

Unvested, June 30, 2013
 
104,285

 
$
26.65



14
Table of Contents

Compensation Expense

Stock-based compensation expense is recognized only for those awards that are expected to vest, with forfeitures estimated at the date of grant based on our historical experience and future expectations. We recognize the effect of adjusting the estimated forfeiture rates in the period in which we change such estimated rates. Most of our share-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statement of Operations. Total stock-based compensation recognized from stock options, PSUs, and RSUs, net of estimated forfeitures, was as follows:
 
 
Three Months Ended
June 30, 2013
 
Six Months Ended
June 30, 2013
 
 
(thousands)
Stock options
 
$
195

 
$
268

PSUs and RSUs
 
635

 
805

Total
 
$
830

 
$
1,073


The related tax benefit for the six months ended June 30, 2013, was $0.4 million. As of June 30, 2013, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $3.6 million, net of estimated forfeitures. This expense is expected to be recognized over a weighted-average period of 2.3 years.

8.    Stockholders' Equity

On February 11, 2013, we issued 13,529,412 shares of common stock in our initial public offering. Following this initial public offering, we received proceeds of $262.6 million, after deducting underwriting discounts and commissions of approximately $19.2 million and offering expenses of approximately $2.3 million.

Upon our conversion from a limited liability company to a corporation, our certificate of incorporation authorized 300,000,000 shares of common stock and 50,000,000 shares of preferred stock. No preferred stock was issued or outstanding as of June 30, 2013 and December 31, 2012. We had 43,229,412 and 29,700,000 shares of common stock issued and outstanding as of June 30, 2013 and December 31, 2012, respectively. Each share of common stock entitles the holder to one vote on matters to be voted on by the stockholders of Boise Cascade. After giving effect to the Repurchase, as described in Note 13, Subsequent Events, we had 43,229,412 shares of common stock issued, of which 39,365,350 shares were outstanding.

See Note 3, Income Taxes, for a discussion of our conversion from a limited liability company to a corporation. The common stock authorized and outstanding, par values, net income per share amounts, and other per-share disclosures for all periods presented have been adjusted to reflect the impact of this conversion. Upon this conversion, we reclassified $32.0 million of accumulated deficits through February 4, 2013, to additional paid-in capital.

Redeemable Equity

Redeemable equity represented equity units of FPH held by certain members of our senior management team, which units were redeemable at the option of the holder in the event of death or disability or the sale of a division resulting in the termination of his or her employment. We had historically classified these units outside of our permanent equity because these units were subject to mandatory redemption (and could have been subject to repayment by us) upon an event outside our control (i.e., death or disability). Following our initial public offering, we reclassified these equity units as permanent equity because we no longer have an obligation to satisfy this redemption obligation on FPH's behalf.

Accumulated Other Comprehensive Loss

The following table details the changes in accumulated other comprehensive loss for the three and six months ended June 30, 2013 and 2012:


15
Table of Contents

 
 
Changes in Accumulated Other Comprehensive Loss
 
 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
 
2013
 
2012
 
2013
 
2012
 
 
(thousands)
Beginning Balance
 
$
(119,820
)
 
$
(118,778
)
 
$
(121,229
)
 
$
(120,845
)
Defined benefit pension plans, amounts reclassified from accumulated other comprehensive loss, net of tax of $878, $0, $1,748, and $0, respectively (a)
 
1,425

 
2,000

 
2,834

 
4,067

Ending Balance
 
$
(118,395
)
 
$
(116,778
)
 
$
(118,395
)
 
$
(116,778
)
___________________________________ 
 
(a)
Represents amounts reclassified from accumulated other comprehensive loss. These amounts are included in the computation of net periodic pension cost. For additional information, see Note 6, Retirement and Benefit Plans.

9.
Outsourcing Services Agreement

Under an Outsourcing Services Agreement, Boise Inc. provides a number of corporate staff services to us. These services include information technology, accounting, and human resource transactional services. The agreement, as extended, expires on February 22, 2015. The agreement automatically renews for successive one-year terms unless either party provides notice of termination to the other party at least 12 months in advance of the expiration date. The Outsourcing Services Agreement gives us (but not Boise Inc.) the right to terminate all or any portion of the services provided to us on 30 days' notice. Total expenses incurred under the Outsourcing Services Agreement were $4.0 million and $3.6 million, respectively, for the three months ended June 30, 2013 and 2012, and $7.9 million and $7.3 million, respectively, for the six months ended June 30, 2013 and 2012.

10.
Transactions With Related Party
 
Transactions with Louisiana Timber Procurement Company, L.L.C. (LTP) represent the only significant related-party activity recorded in our consolidated financial statements. LTP is an unconsolidated variable-interest entity that is 50% owned by us and 50% owned by Boise Inc. LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of us and Boise Inc. in Louisiana. We are not the primary beneficiary of LTP, as we do not have power to direct the activities that most significantly affect the economic performance of LTP. Accordingly, we do not consolidate LTP's results in our financial statements.

Sales
Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $5.3 million and $4.5 million, respectively, during the three months ended June 30, 2013 and 2012, and $11.5 million and $9.4 million, respectively, during the six months ended June 30, 2013 and 2012. These pulpwood and chip sales were made at prices designed to approximate market. These sales are recorded in "Sales" in our Consolidated Statements of Operations.

Costs and Expenses

Related-party wood fiber purchases from LTP were $16.8 million and $19.3 million, respectively, during the three months ended June 30, 2013 and 2012, and $32.5 million and $30.6 million, respectively, during the six months ended June 30, 2013 and 2012. We purchased wood fiber at prices designed to approximate market. These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.

Equity Repurchase

As described in Note 13, Subsequent Events, we entered into a repurchase agreement with BC Holdings, our principal stockholder, on July 22, 2013 to repurchase approximately $100 million of our common stock from BC Holdings. We repurchased 3,864,062 shares of our common stock from BC Holdings on July 30, 2013 for $100.0 million.

11.
Segment Information
 
We operate our business using three reportable segments: Wood Products, Building Materials Distribution, and Corporate and Other. There are no differences in our basis of measurement of segment profit or loss from those disclosed in

16
Table of Contents

Note 14, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2012 Form 10-K.
 
An analysis of our operations by segment is as follows: 
 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
 
 
 
 
(Loss)
 
 
 
 
 
 
Sales
 
Before
 
Depreciation
 
 
 
 
 
 
Inter-
 
 
 
Income
 
and
 
EBITDA
 
 
Trade
 
segment
 
Total
 
Taxes
 
Amortization
 
(a)
 
 
(millions)
Three Months Ended June 30, 2013
 
 

 
 

 
 

 
 

 
 

Wood Products
 
$
170.8

 
$
109.6

 
$
280.4

 
$
23.0

 
$
6.5

 
$
29.6

Building Materials Distribution
 
681.5

 
—

 
681.5

 
3.3

 
2.2

 
5.5

Corporate and Other
 
—

 
—

 
—

 
(4.4
)
 
—

 
(4.4
)
Intersegment eliminations
 
—

 
(109.6
)
 
(109.6
)
 
—

 
—

 
—

 
 
$
852.3

 
$
—

 
$
852.3

 
21.9

 
$
8.8

 
$
30.7

Interest expense
 
 
 
 
 
 
 
(4.8
)
 
 
 


Interest income
 
 
 
 
 
 
 
0.1

 
 
 


 
 

 


 


 
$
17.2

 


 
 

 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
 
 
 
 
(Loss)
 
 
 
 
 
 
Sales
 
Before
 
Depreciation
 
 
 
 
 
 
Inter-
 
 
 
Income
 
and
 
EBITDA
 
 
Trade
 
segment
 
Total
 
Taxes
 
Amortization
 
(a)
 
 
(millions)
Three Months Ended June 30, 2012
 
 

 
 

 
 

 
 

 
 

Wood Products
 
$
152.4

 
$
89.4

 
$
241.8

 
$
15.5

 
$
6.1

 
$
21.7

Building Materials Distribution
 
580.5

 
—

 
580.5

 
8.7

 
2.2

 
10.9

Corporate and Other
 
—

 
—

 
—

 
(4.4
)
 
—

 
(4.4
)
Intersegment eliminations
 
—

 
(89.4
)
 
(89.4
)
 
—

 
—

 
—

 
 
$
732.9

 
$
—

 
$
732.9

 
19.9

 
$
8.3

 
$
28.2

Interest expense
 
 
 
 
 
 
 
(4.8
)
 
 
 
 
Interest income
 
 
 
 
 
 
 
0.1

 
 
 
 
 
 


 


 


 
$
15.1

 


 
 
 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
 
 
 
 
(Loss)
 
 
 
 
 
 
Sales
 
Before
 
Depreciation
 
 
 
 
 
 
Inter-
 
 
 
Income
 
and
 
EBITDA
 
 
Trade
 
segment
 
Total
 
Taxes
 
Amortization
 
(a)
 
 
(millions)
Six Months Ended June 30, 2013
 
 

 
 

 
 

 
 

 
 

Wood Products
 
$
334.6

 
$
215.1

 
$
549.6

 
$
43.9

 
$
12.8

 
$
56.6

Building Materials Distribution
 
1,262.6

 
—

 
1,262.6

 
11.3

 
4.4

 
15.7

Corporate and Other
 
—

 
—

 
—

 
(8.6
)
 
0.1

 
(8.6
)
Intersegment eliminations
 
—

 
(215.1
)
 
(215.1
)
 
—

 
—

 
—

 
 
$
1,597.2

 
$
—

 
$
1,597.2

 
46.5

 
$
17.2

 
$
63.7

Interest expense
 
 
 
 
 
 
 
(9.7
)
 
 
 
 
Interest income
 
 
 
 
 
 
 
0.1

 
 
 
 
 
 
 
 
 
 
 
 
$
36.9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

17
Table of Contents

 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
 
 
 
 
(Loss)
 
 
 
 
 
 
Sales
 
Before
 
Depreciation
 
 
 
 
 
 
Inter-
 
 
 
Income
 
and
 
EBITDA
 
 
Trade
 
segment
 
Total
 
Taxes
 
Amortization
 
(a)
 
 
(millions)
Six Months Ended June 30, 2012
 
 

 
 

 
 

 
 

 
 

Wood Products
 
$
288.0

 
$
165.1

 
$
453.0

 
$
26.4

 
$
12.0

 
$
38.4

Building Materials Distribution
 
1,032.0

 
—

 
1,032.0

 
7.9

 
4.4

 
12.3

Corporate and Other
 
—

 
—

 
—

 
(7.9
)
 
0.1

 
(7.9
)
Intersegment eliminations
 
—

 
(165.1
)
 
(165.1
)
 
—

 
—

 
—

 
 
$
1,319.9

 
$
—

 
$
1,319.9

 
26.3

 
$
16.5

 
$
42.7

Interest expense
 
 
 
 
 
 
 
(9.6
)
 
 
 
 
Interest income
 
 
 
 
 
 
 
0.2

 
 
 
 
 
 
 
 
 
 
 
 
$
16.9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
___________________________________ 

(a)
EBITDA is defined as income (loss) before interest (interest expense and interest income), income taxes, and depreciation and amortization. EBITDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance and to decide how to allocate resources to segments. We believe EBITDA is useful to investors because it provides a means to evaluate the operating performance of our segments and our company on an ongoing basis using criteria that are used by our internal decision makers and because it is frequently used by investors and other interested parties when comparing companies in our industry that have different financing and capital structures and/or tax rates. We believe EBITDA is a meaningful measure because it presents a transparent view of our recurring operating performance and allows management to readily view operating trends, perform analytical comparisons, and identify strategies to improve operating performance. EBITDA, however, is not a measure of our liquidity or financial performance under generally accepted accounting principles (GAAP) and should not be considered as an alternative to net income (loss), income (loss) from operations, or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity. The use of EBITDA instead of net income (loss) or segment income (loss) has limitations as an analytical tool, including the inability to determine profitability; the exclusion of interest expense, interest income, and associated significant cash requirements; and the exclusion of depreciation and amortization, which represent unavoidable operating costs. Management compensates for the limitations of EBITDA by relying on our GAAP results. Our measure of EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.

The following is a reconciliation of net income to EBITDA:
 
 
 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
 
2013
 
2012
 
2013
 
2012
 
 
(millions)
Net income(1)
 
$
10.4

 
$
15.0

 
$
91.2

 
$
16.7

Interest expense
 
4.8

 
4.8

 
9.7

 
9.6

Interest income
 
(0.1
)
 
(0.1
)
 
(0.1
)
 
(0.2
)
Income tax provision (benefit)(1)
 
6.8

 
0.1

 
(54.3
)
 
0.1

Depreciation and amortization
 
8.8

 
8.3

 
17.2

 
16.5

EBITDA
 
$
30.7

 
$
28.2

 
$
63.7

 
$
42.7

 _______________________________________ 

(1)
The six months ended June 30, 2013, includes $68.7 million of income tax benefit associated with the recording of net deferred tax assets upon our conversion to a corporation.

12.    Commitments, Legal Proceedings and Contingencies, and Guarantees
 
Commitments
 
We have commitments for leases and long-term debt that are discussed further under "Leases" in Note 2, Summary of Significant Accounting Policies, and Note 5, Debt. We are a party to a number of long-term log and wood fiber supply

18
Table of Contents

agreements that are discussed in Note 15, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2012 Form 10-K. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business. At June 30, 2013, there have been no material changes to the commitments disclosed in the 2012 Form 10-K.
 
Legal Proceedings and Contingencies
 
We are a party to routine legal proceedings that arise in the ordinary course of our business. We are not currently a party to any legal proceedings or environmental claims that we believe would, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.  

Guarantees
 
We provide guarantees, indemnifications, and assurances to others. Note 15, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2012 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of June 30, 2013, there have been no material changes to the guarantees disclosed in the 2012 Form 10-K.  

13.
Subsequent Events
 
Acquisition Agreement

On July 19, 2013, we entered into an agreement to purchase the Southeast operations of Wood Resources LLC. These operations consist of a plywood manufacturing facility located in each of North and South Carolina. In accordance with the terms of the purchase agreement, we will acquire 100% of the equity interests in both Chester Wood Products LLC and Moncure Plywood LLC.

The purchase price for the acquisition is $102.0 million, subject to adjustment at closing based upon a working capital target. The closing of the acquisition is expected to occur prior to September 30, 2013. The agreement contains standard representations and warranties, indemnities and closing conditions, including receipt of approval under the Hart-Scott-Rodino Act of 1976, as amended. Of the purchase price, $5.1 million will be placed into escrow at closing to satisfy any claims for indemnification, 50% of which is eligible to be released after one year with the balance released after two years (assuming no pending claims). We currently intend to finance the acquisition with approximately $77.0 million of cash on hand and approximately $25.0 million of drawings under our revolving credit facility.

Stock Repurchase Agreement, Secondary Offering, and Revolving Credit Facility Amendment

On July 22, 2013, we entered into a Share Repurchase Agreement (the "Agreement") with BC Holdings. Under the Agreement, on July 30, 2013 we repurchased 3,864,062 shares of common stock from BC Holdings for $100.0 million in the Repurchase concurrently with the closing of the secondary offering by BC Holdings, whereby BC Holdings sold 10,000,000 shares of Boise Cascade common stock. The purchase price for the repurchased shares equaled the net price paid by the underwriters in connection with the secondary offering. We funded the Repurchase with cash on hand.
On July 19, 2013, Boise Cascade and certain of its subsidiaries, as borrowers, entered into the fourth amendment to its revolving credit facility (the “Amendment”), with Wells Fargo Capital Finance, LLC, as administrative agent for the lenders, and the lenders party thereto. The Amendment permitted the consummation of the Repurchase in an amount not to exceed $100.0 million at any time prior to August 20, 2013.

14.
Consolidating Guarantor and Nonguarantor Financial Information
 
The following consolidating financial information presents the Statements of Comprehensive Income (Loss), Balance Sheets, and Cash Flows related to Boise Cascade. The Senior Notes are guaranteed fully and unconditionally and jointly and severally by each of our existing and future subsidiaries (other than our foreign subsidiaries). Each of our existing subsidiaries that is a guarantor of the Senior Notes is 100% owned by Boise Cascade. Other than the consolidated financial statements and footnotes for Boise Cascade and the consolidating financial information, financial statements and other disclosures concerning

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the guarantors have not been presented because management believes that such information is not material to investors. The reclassifications to net income from accumulated other comprehensive loss are recorded primarily in our guarantor subsidiaries.

Furthermore, the cancellation provisions in the related indenture regarding guarantor subsidiaries are customary, and they do not include an arrangement that permits a guarantor subsidiary to opt out of the obligation prior to or during the term of the debt. Each guarantor subsidiary is automatically released from its obligations as a guarantor upon the sale of the subsidiary or substantially all of its assets to a third party, the designation of the subsidiary as an unrestricted subsidiary for purposes of the covenants included in the indenture, the release of the indebtedness under the indenture, or if the issuer exercises its legal defeasance option or the discharge of its obligations in accordance with the indenture governing the Senior Notes.


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Boise Cascade Company and Subsidiaries
Consolidating Statements of Comprehensive Income (Loss)
For the Three Months Ended June 30, 2013
(unaudited) 
 
 
Boise
Cascade Company (Parent)
 
Guarantor
Subsidiaries
 
Non-
guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(thousands)
Sales
 
 

 
 

 
 

 
 

 
 

Trade
 
$
—

 
$
848,515

 
$
3,780

 
$
—

 
$
852,295

Intercompany
 
—

 
—

 
2,920

 
(2,920
)
 
—

 
 
—

 
848,515

 
6,700

 
(2,920
)
 
852,295

 
 
 
 
 
 
 
 
 
 
 
Costs and expenses
 
 

 
 

 
 

 
 

 
 

Materials, labor, and other operating expenses (excluding depreciation)
 
—

 
746,539

 
7,692

 
(3,235
)
 
750,996

Depreciation and amortization
 
33

 
8,429

 
304

 
—

 
8,766

Selling and distribution expenses
 
—

 
59,461

 
641

 
—

 
60,102

General and administrative expenses
 
4,045

 
5,891

 
—

 
315

 
10,251

Other (income) expense, net
 
5

 
261

 
(305
)
 
—

 
(39
)
 
 
4,083

 
820,581

 
8,332

 
(2,920
)
 
830,076

 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
(4,083
)
 
27,934

 
(1,632
)
 
—

 
22,219

 
 
 
 
 
 
 
 
 
 
 
Foreign exchange loss
 
(200
)
 
(69
)
 
(22
)
 
—

 
(291
)
Interest expense
 
(4,781
)
 
—

 
—

 
—

 
(4,781
)
Interest income
 
27

 
35

 
—

 
—

 
62

 
 
(4,954
)
 
(34
)
 
(22
)
 
—

 
(5,010
)
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes and equity in net income of affiliates
 
(9,037
)
 
27,900

 
(1,654
)
 
—

 
17,209

Income tax provision
 
(6,797
)
 
—

 
—

 
—

 
(6,797
)
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before equity in net income of affiliates
 
(15,834
)
 
27,900

 
(1,654
)
 
—

 
10,412

Equity in net income of affiliates
 
26,246

 
—

 
—

 
(26,246
)
 
—

Net income (loss)
 
10,412

 
27,900

 
(1,654
)
 
(26,246
)
 
10,412

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax
 
 
 
 
 
 
 
 
 
 
  Defined benefit pension plans
 
 
 
 
 
 
 
 
 
 
     Amortization of actuarial loss
 
1,411

 
—

 
—

 
—

 
1,411

Amortization of prior service costs
 
14

 
—

 
—

 
—

 
14

Other comprehensive income, net of tax
 
1,425

 
—

 
—

 
—

 
1,425

Comprehensive income (loss)
 
$
11,837

 
$
27,900

 
$
(1,654
)
 
$
(26,246
)
 
$
11,837



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Boise Cascade Company and Subsidiaries
Consolidating Statements of Comprehensive Income (Loss)
For the Three Months Ended June 30, 2012
(unaudited) 
 
 
Boise
Cascade Company (Parent)
 
Guarantor
Subsidiaries
 
Non-
guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(thousands)
Sales
 
 

 
 

 
 

 
 

 
 

Trade
 
$
—

 
$
729,794

 
$
3,106

 
$
—

 
$
732,900

Intercompany
 
—

 
—

 
3,276

 
(3,276
)
 
—

 
 
—

 
729,794

 
6,382

 
(3,276
)
 
732,900

 
 
 
 
 
 
 
 
 
 
 
Costs and expenses
 
 

 
 

 
 

 
 

 
 

Materials, labor, and other operating expenses (excluding depreciation)
 
—

 
629,755

 
6,352

 
(3,500
)
 
632,607

Depreciation and amortization
 
32

 
7,857

 
449

 
—

 
8,338

Selling and distribution expenses
 
—

 
59,691

 
777

 
—

 
60,468

General and administrative expenses
 
4,040

 
6,424

 
1

 
224

 
10,689

Other (income) expense, net
 
31

 
953

 
(331
)
 
—