Edgar Filing: BOISE CASCADE Co

BCC 9.30.2014 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 September 30, 2014

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 39,411,711 shares of the registrant's $0.01 par value common stock outstanding on October 31, 2014.

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PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed Notes to Unaudited Quarterly Consolidated Financial Statements	6
	1. Nature of Operations and Consolidation	6
	2. Summary of Significant Accounting Policies	6
	3. Income Taxes	9
	4. Net Income Per Common Share	10
	5. Acquisitions	10
	6. Debt	11
	7. Retirement and Benefit Plans	12
	8. Stock-Based Compensation	13
	9. Accumulated Other Comprehensive Loss	14
	10. Outsourcing Services Agreement	15
	11. Transactions With Related Party	15
	12. Segment Information	15
	13. Commitments, Legal Proceedings and Contingencies, and Guarantees	18
	14. Consolidating Guarantor and Nonguarantor Financial Information	18
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
	Understanding Our Financial Information	29
	Executive Overview	29
	Factors That Affect Our Operating Results	30
	Our Operating Results	32
	Liquidity and Capital Resources	36
	Contractual Obligations	38
	Off-Balance-Sheet Activities	38
	Guarantees	38
	Seasonal and Inflationary Influences	38
	Employees	38
	Environmental	39
	Critical Accounting Estimates	39
	New and Recently Adopted Accounting Standards	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42

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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
	2014			2013			2014			2013
	(thousands, except per-share data)
Sales	$	983,319		$	877,979		$	2,711,686		$	2,475,152

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	827,890			759,777			2,324,030			2,155,620
Depreciation and amortization	13,203			8,962			38,005			26,205
Selling and distribution expenses	72,714			66,244			198,825			183,350
General and administrative expenses	13,173			12,867			35,763			33,164
Other (income) expense, net	148			(350		)	(1,589		)	(523		)
	927,128			847,500			2,595,034			2,397,816

Income from operations	56,191			30,479			116,652			77,336

Foreign currency exchange gain (loss)	(316		)	69			(139		)	(302		)
Interest expense	(5,514		)	(5,174		)	(16,545		)	(14,846		)
Interest income	57			88			180			212
	(5,773		)	(5,017		)	(16,504		)	(14,936		)

Income before income taxes	50,418			25,462			100,148			62,400
Income tax (provision) benefit	(18,133		)	(9,602		)	(35,880		)	44,708
Net income	$	32,285		$	15,860		$	64,268		$	107,108

Weighted average common shares outstanding:
Basic	39,423			40,625			39,407			40,486
Diluted	39,481			40,640			39,459			40,492

Net income per common share:
Basic	$	0.82		$	0.39		$	1.63		$	2.65
Diluted	$	0.82		$	0.39		$	1.63		$	2.65

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 September 30					Nine Months Ended September 30
	2014			2013		2014			2013
	(thousands)
Net income	$	32,285		$	15,860	$	64,268		$	107,108
Other comprehensive income (loss), net of tax
Defined benefit pension plans
Amortization of actuarial (gain) loss, net of tax of ($2), $890, ($6), and $2,621, respectively	(3		)	1,443		(11		)	4,249
Amortization of prior service costs, net of tax of $-, $9, $-, and $26, respectively	—			14		—			42
Other comprehensive income (loss), net of tax	(3		)	1,457		(11		)	4,291
Comprehensive income	$	32,282		$	17,317	$	64,257		$	111,399

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company Consolidated Balance Sheets (unaudited)

	September 30, 2014		December 31, 2013
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	169,974	$	118,249
Receivables
Trade, less allowances of $2,422 and $2,509	212,801		152,240
Related parties	1,111		583
Other	7,164		7,268
Inventories	398,871		383,359
Deferred income taxes	20,302		18,151
Prepaid expenses and other	8,855		7,855
Total current assets	819,078		687,705

Property and equipment, net	362,500		360,985
Timber deposits	11,304		6,266
Deferred financing costs	7,453		8,334
Goodwill	21,823		21,823
Intangible assets, net	10,207		10,277
Deferred income taxes	—		760
Other assets	8,734		8,036
Total assets	$	1,241,099	$	1,104,186

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company Consolidated Balance Sheets (continued) (unaudited)

	September 30, 2014			December 31, 2013
	(thousands, except per-share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade	$	185,420		$	139,636
Related parties	2,975			2,484
Accrued liabilities
Compensation and benefits	69,695			60,527
Income taxes payable	13,055			166
Interest payable	8,076			3,294
Other	40,011			32,910
Total current liabilities	319,232			239,017

Debt
Long-term debt	301,466			301,613

Other
Compensation and benefits	81,198			96,536
Other long-term liabilities	18,178			14,539
	99,376			111,075

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, 43,274 and 43,229 shares issued, respectively	433			432
Treasury stock, 3,864 shares at cost	(100,000		)	(100,000		)
Additional paid-in capital	500,879			496,593
Accumulated other comprehensive loss	(55,260		)	(55,249		)
Retained earnings	174,973			110,705
Total stockholders' equity	521,025			452,481
Total liabilities and stockholders' equity	$	1,241,099		$	1,104,186

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company Consolidated Statements of Cash Flows (unaudited)

	Nine Months Ended September 30
	2014			2013
	(thousands)
Cash provided by (used for) operations
Net income	$	64,268		$	107,108
Items in net income not using (providing) cash
Depreciation and amortization, including deferred financing costs and other	39,223			27,573
Stock-based compensation	4,186			1,862
Pension expense	597			8,104
Deferred income taxes	1,913			(65,095		)
Other	(1,609		)	(628		)
Decrease (increase) in working capital, net of acquisitions
Receivables	(61,002		)	(63,987		)
Inventories	(15,512		)	(36,440		)
Prepaid expenses and other	(1,695		)	(1,624		)
Accounts payable and accrued liabilities	62,003			50,011
Pension contributions	(11,675		)	(10,352		)
Income taxes payable	14,883			2,218
Other	(7,482		)	(862		)
Net cash provided by operations	88,098			17,888

Cash provided by (used for) investment
Expenditures for property and equipment	(40,860		)	(29,935		)
Acquisitions of businesses and facilities	—			(102,002		)
Proceeds from sales of assets	4,726			1,536
Other	41			9
Net cash used for investment	(36,093		)	(130,392		)

Cash provided by (used for) financing
Net proceeds from issuance of common stock	—			262,488
Treasury stock purchased	—			(100,000		)
Issuances of long-term debt, including revolving credit facility	57,600			130,000
Payments of long-term debt, including revolving credit facility	(57,600		)	(80,000		)
Financing costs	(11		)	(1,854		)
Other	(269		)	193
Net cash provided by (used for) financing	(280		)	210,827

Net increase in cash and cash equivalents	51,725			98,323

Balance at beginning of the period	118,249			45,893

Balance at end of the period	$	169,974		$	144,216

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. We are one of the largest producers of plywood and engineered wood products (EWP) 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 the initial public offering, the common stock held by Boise Cascade Holdings, L.L.C. (BC Holdings) represented 68.7% of our outstanding common stock. In the July 2013 and November 2013 secondary offerings, we registered a combined 18,050,000 shares of common stock sold by BC Holdings. Concurrent with the close of the July 2013 secondary offering, we also repurchased 3,864,062 shares of common stock from BC Holdings (the Repurchase). Following the secondary offerings and the Repurchase, the common stock held by BC Holdings represented 19.8% of our outstanding common stock. On March 3, 2014, BC Holdings distributed its remaining ownership in Boise Cascade common stock to its members.

We operate our business using three reportable segments: (1) Wood Products, which manufactures plywood, EWP, 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 currency exchange gains and losses. For more information, see Note 12, 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 2013 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 2013 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; stock-based compensation; 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 management believes to be reasonable under the circumstances. We adjust such estimates and assumptions

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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 September 30, 2014, and December 31, 2013, we had $4.8 million and $4.7 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 September 30, 2014, and December 31, 2013, we had $28.0 million and $24.2 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 $4.3 million and $3.8 million for the three months ended September 30, 2014 and 2013, respectively, and $12.9 million and $11.1 million for the nine months ended September 30, 2014 and 2013, respectively. Sublease rental income was not material in any of the periods presented.

Inventories

Inventories include the following (work in process is not material):



	September 30, 2014		December 31, 2013
	(thousands)
Finished goods and work in process	$	313,335	$	292,218
Logs	56,877		65,423
Other raw materials and supplies	28,659		25,718
	$	398,871	$	383,359

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Property and Equipment

Property and equipment consisted of the following asset classes:



	September 30, 2014			December 31, 2013
	(thousands)
Land	$	36,819		$	37,345
Buildings	95,039			91,594
Improvements	42,253			41,372
Office equipment and vehicles	86,711			80,340
Machinery and equipment	393,080			380,456
Construction in progress	20,041			10,063
	673,943			641,170
Less accumulated depreciation	(311,443		)	(280,185		)
	$	362,500		$	360,985

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 September 30, 2014, and December 31, 2013, we held $130.4 million and $85.8 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 September 30, 2014, the book value of our fixed-rate debt was $300.0 million, and the fair value was estimated to be $312.0 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 similar traded debt (Level 2 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 both September 30, 2014, and December 31, 2013, the receivables from a single customer accounted for approximately 13% of total receivables. No other customer accounted for 10% or more of total receivables.

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New and Recently Adopted Accounting Standards

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. This guidance is effective for annual and interim reporting periods beginning after December 15, 2015. Early adoption is permitted. The provisions of this guidance are not expected to have a material effect on our financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for annual and interim reporting periods beginning after December 15, 2016. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our financial statements.

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

For the three and nine months ended September 30, 2014, we recorded $18.1 million and $35.9 million, respectively, of income tax expense and had an effective rate of 36.0% and 35.8%, respectively. As a result of our conversion to a corporation in February 2013, we recorded net deferred tax assets of $68.7 million, the effect of which was recorded as an income tax benefit in our Consolidated Statement of Operations for the nine months ended September 30, 2013. Excluding the discrete establishment of net deferred tax assets, we recorded $9.6 million and $24.0 million, respectively, of income tax expense and had an effective tax rate of 37.7% and 38.4%, respectively, for the three and nine months ended September 30, 2013. During the three and nine months ended September 30, 2014, the primary reason for the difference between the federal statutory income tax rate of 35% and the effective tax rate was the effect of state taxes, offset partially by the domestic manufacturers' deduction and other tax credits. During the three and nine months ended September 30, 2013, the primary reason for the difference between 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 nine months ended September 30, 2014 and 2013, cash paid for taxes, net of refunds received, was $19.1 million and $17.8 million, respectively.

Income Tax Uncertainties

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 September 30, 2014, we had an insignificant amount of unrecognized tax benefits recorded on our Consolidated Balance Sheets, and we do not expect a significant change over the next 12 months. We had no unrecognized tax benefits recorded as of December 31, 2013. During the three and nine months ended September 30, 2014 and 2013, we did not record any interest or penalties related to uncertain tax positions.

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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. Weighted average common shares outstanding for the basic net income per common share calculation includes vested restricted stock units (RSUs) granted to nonemployee directors as there are no conditions under which those shares will not be issued. 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, 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 September 30				Nine Months Ended September 30
	2014		2013		2014		2013
	(thousands, except per-share data)
Net income	$	32,285	$	15,860	$	64,268	$	107,108
Weighted average common shares outstanding during the period (for basic calculation)	39,423		40,625		39,407		40,486
Dilutive effect of other potential common shares	58		15		52		6
Weighted average common shares and potential common shares (for diluted calculation)	39,481		40,640		39,459		40,492

Net income per common share - Basic	$	0.82	$	0.39	$	1.63	$	2.65
Net income per common share - Diluted	$	0.82	$	0.39	$	1.63	$	2.65

The computation of the dilutive effect of other potential common shares excludes stock awards representing 0.1 million shares and 0.2 million shares of common stock, respectively, in the three months ended September 30, 2014 and 2013, and 0.3 million shares and 0.2 million shares of common stock, respectively, in the nine months ended September 30, 2014 and 2013. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.


5.	Acquisitions

On September 30, 2013, our wholly owned subsidiary, Boise Cascade Wood Products, L.L.C., completed the acquisition of 100% of the outstanding limited liability company interests of both Chester Wood Products LLC and Moncure Plywood LLC (Wood Resources LLC Southeast Operations) for an aggregate purchase price of $103.0 million, including a post-closing adjustment of $1.0 million based upon a working capital target (the Acquisition).

The following pro forma financial information presents the combined results of operations as if the Wood Resources LLC Southeast Operations had been combined with us on January 1, 2013. The pro forma financial information also gives effect to the issuance of $50 million in aggregate principal amount of our 6.375% senior notes due November 1, 2020 (Senior Notes) on August 15, 2013, and the $25.0 million borrowed under our revolving credit facility to partially finance the Acquisition, as if such transactions had occurred on January 1, 2013. The pro forma results are intended for information purposes only and do not purport to represent what the combined companies' results of operations would actually have been had the related transactions in fact occurred on January 1, 2013. They also do not reflect any cost savings, operating synergies, or revenue enhancements that we may achieve or the costs necessary to achieve those cost savings, operating synergies, revenue enhancements, or integration efforts.

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	Pro Forma
	Three Months Ended September 30, 2013		Nine Months Ended September 30, 2013
	(unaudited, thousands, except per-share data)
Sales	$	911,481	$	2,581,828
Net income (a)	$	17,639	$	114,254
Net income per common share - Basic and Diluted (b)	$	0.45	$	3.05

___________________________________


(a)	The nine months ended September 30, 2013, includes a $68.7 million income tax benefit associated with the recording of net deferred tax assets upon our conversion to a corporation in connection with our initial public offering.


(b)	For the three and nine months ended September 30, 2013, the pro forma weighted average common shares outstanding has been computed to give effect to the repurchase of 3,864,062 shares of Boise Cascade common stock from BC Holdings on July 30, 2013, as if such transaction had occurred on January 1, 2013.


6.	Debt

Long-term debt consisted of the following:



	September 30, 2014		December 31, 2013
	(thousands)
Asset-based revolving credit facility	$	—	$	—
6.375% senior notes	299,990		299,990
Unamortized premium on 6.375% senior notes	1,476		1,623
Long-term debt	$	301,466	$	301,613

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 $350 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 February 6, 2014, we entered into a sixth amendment to our Revolving Credit Facility that primarily provides more administrative flexibility and reduces the notice period we must provide to receive London Interbank Offered Rate (LIBOR) based advances under the facility.

The Revolving Credit Facility 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 LIBOR or a base rate, as defined in the credit agreement, plus a spread over the index elected that ranges from 1.50% to 2.00% for loans based on LIBOR and from 0.50% to 1.00% 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, 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 equityholders, 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), applicable only if Availability falls below 10% of the aggregate lending commitments (or $35 million). 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 September 30, 2014, was $328.2 million.

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The Revolving Credit Facility generally permits dividends only if certain conditions are met, including complying with either (i) pro forma Excess Availability (as defined in the Revolving Credit Facility) equal to or exceeding 25% of the aggregate Revolver Commitments (as defined in the Revolving Credit Facility) or (ii) (x) pro forma Excess Availability equal to or exceeding 15% of the aggregate Revolver Commitment and (y) a fixed-charge coverage ratio of 1:1 on a pro forma basis.

At both September 30, 2014, and December 31, 2013, we had no borrowings outstanding under the Revolving Credit Facility and $8.0 million and $8.4 million, respectively, of letters of credit outstanding. These letters of credit and borrowings, if any, reduced our borrowing capacity under the Revolving Credit Facility by an equivalent amount. The maximum borrowings outstanding under the Revolving Credit Facility were $15.6 million during the nine months ended September 30, 2014. During the nine months ended September 30, 2014, the average interest rate on borrowings was approximately 1.65%.

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 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. 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 August 15, 2013, we issued an additional $50 million in aggregate principal amount of Senior Notes in a private placement that was exempt from registration under the Securities Act. The additional $50 million of Senior Notes were priced at 103.5% of their principal amount plus accrued interest from May 1, 2013, and were issued as additional Senior Notes under the related indenture dated as of October 22, 2012.

On May 8, 2013 and November 26, 2013, we completed offers to exchange any and all of our $250 million and $50 million, respectively, outstanding Senior Notes for a like principal amount of new 6.375% Senior Notes due 2020 having substantially identical terms to those of the Senior Notes. $250 million and $49,990,000 in aggregate principal amount (or 100% and 99.98%, respectively) of the outstanding Senior Notes were tendered and accepted for exchange upon closing of the related exchange offers and have been registered under the Securities Act.

Cash Paid for Interest

For the nine months ended September 30, 2014 and 2013, cash payments for interest were $10.4 million and $8.5 million, respectively.


7.	Retirement and Benefit Plans

The following table presents the pension benefit costs:



	Three Months Ended September 30						Nine Months Ended September 30
	2014			2013			2014			2013
	(thousands)
Service cost	$	433		$	672		$	1,248		$	2,014
Interest cost	5,050			4,667			15,130			13,959
Expected return on plan assets	(5,238		)	(5,025		)	(15,764		)	(14,807		)
Amortization of actuarial (gain) loss	(5		)	2,333			(17		)	6,870
Amortization of prior service costs	—			23			—			68
Net periodic benefit cost	$	240		$	2,670		$	597		$	8,104

In the first nine months of 2014, we contributed $11.7 million in cash to the pension plans. For the remainder of 2014, we expect to make approximately $0.4 million in additional cash contributions to the pension plans.

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8.	Stock-Based Compensation

In February 2013, we granted three types of stock-based awards under the 2013 Incentive Compensation Plan (2013 Incentive Plan): performance stock units (PSUs), restricted stock units (RSUs), and stock options. In February 2014, we granted two types of stock-based awards under the 2013 Incentive Plan: PSUs and RSUs.

PSU and RSU Awards

During the nine months ended September 30, 2014, we granted 100,692 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 Boise Cascade’s 2014 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.

During the nine months ended September 30, 2013, we granted 90,124 PSUs to our officers and other employees, subject to performance and service conditions. During the 2013 performance period, participants earned 112% of the target based on Boise Cascade’s 2013 EBITDA, determined by our Compensation Committee in accordance with the related grant agreement.

During the nine months ended September 30, 2014, we granted an aggregate of 125,661 RSUs to our officers, other employees, and nonemployee directors with only service conditions. During the nine months ended September 30, 2013, we granted an aggregate of 14,161 RSUs to our nonemployee directors with only service conditions.

The PSUs, if earned, vest in three equal tranches on December 31 of each year after the grant date, subject to final determination of meeting the performance condition by the Compensation Committee of our board of directors. The RSUs granted to officers and other employees vest in three equal tranches on December 31 of each year after the grant date. However, 100% of PSUs and RSUs granted to retirement-eligible employees (age 62 or older with 15 years of service, or age 65 or older) vest on the later of December 31 after grant date or the date upon which they become retirement eligible. The RSUs granted to nonemployee directors vest over a one-year period, provided that such vested shares will not be delivered to the directors until six months following termination from the board of directors.

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. During the nine months ended September 30, 2014, the total fair value of PSUs vested was $1.6 million.

The following summarizes the activity of our PSUs and RSUs awarded under the 2013 Incentive Plan for the nine months ended September 30, 2014:



	PSUs				RSUs
	Number of shares		Weighted Average Grant-Date Fair Value		Number of shares		Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2013	90,124		$	26.65	14,161		$	26.65
Performance true-up	10,767		26.65		—		—
Vested	(55,619	)	26.65		(14,161	)	26.65
Granted	100,692		30.32		125,661		30.26
Forfeited	(7,968	)	28.93		(10,225	)	30.32
Outstanding, September 30, 2014	137,996		$	29.20	115,436		$	30.25

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

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termination of employment. The following is a summary of our stock option activity for the nine months ended September 30, 2014:



	Number of Options		Weighted Average Exercise Price Per Option		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
					(years)	(thousands)
Outstanding, December 31, 2013	161,257		$	27.19
Exercised	(3,019	)	27.19
Cancelled/Forfeited	(11,627	)	27.19
Outstanding, September 30, 2014	146,611		$	27.19	8.4	$	433
Vested and expected to vest, September 30, 2014	135,996		$	27.19	8.4	$	401
Exercisable, September 30, 2014	50,107		$	27.19	8.4	$	148

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 Statements of Operations. Total stock-based compensation recognized from PSUs, RSUs, and stock options net of estimated forfeitures, was as follows:



	Three Months Ended September 30				Nine Months Ended September 30
	2014		2013		2014		2013
	(thousands)
PSUs	$	1,152	$	511	$	2,202	$	1,205
RSUs	550		81		1,434		192
Stock options	174		197		550		465
Total	$	1,876	$	789	$	4,186	$	1,862

The related tax benefit for the nine months ended September 30, 2014 and 2013, was $1.6 million and $0.7 million, respectively. As of September 30, 2014, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $5.2 million, net of estimated forfeitures. This expense is expected to be recognized over a weighted-average period of 1.5 years.

9. Accumulated Other Comprehensive Loss

The following table details the changes in accumulated other comprehensive loss for the three and nine months ended September 30, 2014 and 2013:



	Three Months Ended September 30						Nine Months Ended September 30
	2014			2013			2014			2013
	(thousands)
Beginning Balance	$	(55,257	)	$	(118,395	)	$	(55,249	)	$	(121,229	)
Defined benefit pension plans, amounts reclassified from accumulated other comprehensive loss, net of tax of ($2), $899, ($6), and $2,647, respectively (a)	(3		)	1,457			(11		)	4,291
Ending Balance	$	(55,260	)	$	(116,938	)	$	(55,260	)	$	(116,938	)

___________________________________


(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 7, Retirement and Benefit Plans.

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10.	Outsourcing Services Agreement

Under an Outsourcing Services Agreement, Packaging Corporation of America (PCA) provides a number of corporate staff services to us. These services include information technology, accounting, and human resource transactional services. The Outsourcing Services Agreement is currently scheduled to expire on February 22, 2016. 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 PCA) 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 $3.8 million and $4.0 million, respectively, for the three months ended September 30, 2014 and 2013, and $11.6 million and $11.9 million, respectively, for the nine months ended September 30, 2014 and 2013.


11.	Transactions With Related Party

Louisiana Timber Procurement Company, L.L.C. (LTP) is an unconsolidated variable-interest entity that is 50% owned by us and 50% owned by PCA. LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of us and PCA 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 $7.0 million and $5.0 million, respectively, during the three months ended September 30, 2014 and 2013, and $21.3 million and $16.5 million, respectively, during the nine months ended September 30, 2014 and 2013. 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 $21.9 million and $18.1 million, respectively, during the three months ended September 30, 2014 and 2013, and $56.9 million and $50.7 million, respectively, during the nine months ended September 30, 2014 and 2013. 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.


12.	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 Note 15, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2013 Form 10-K.

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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 September 30, 2014
Wood Products	$	210.0	$	145.8		$	355.7		$	40.6		$	10.7	$	51.3
Building Materials Distribution	773.4		—			773.4			21.1			2.4		23.5
Corporate and Other	—		—			—			(5.8		)	—		(5.8		)
Intersegment eliminations	—		(145.8		)	(145.8		)	—			—		—
	$	983.3	$	—		$	983.3		55.9			$	13.2	$	69.1
Interest expense									(5.5		)
Interest income									0.1
									$	50.4



									Income
									(Loss)
	Sales								Before			Depreciation
			Inter-						Income			and		EBITDA
	Trade		segment			Total			Taxes			Amortization		(a)
	(millions)
Three Months Ended September 30, 2013
Wood Products	$	156.5	$	126.7		$	283.2		$	17.9		$	6.7	$	24.6
Building Materials Distribution	721.5		—			721.5			17.9			2.2		20.1
Corporate and Other	—		—			—			(5.2		)	—		(5.2		)
Intersegment eliminations	—		(126.7		)	(126.7		)	—			—		—
	$	878.0	$	—		$	878.0		30.5			$	9.0	$	39.5
Interest expense									(5.2		)
Interest income									0.1
									$	25.5



									Income
									(Loss)
	Sales								Before			Depreciation
			Inter-						Income			and		EBITDA
	Trade		segment			Total			Taxes			Amortization		(a)
	(millions)
Nine Months Ended September 30, 2014
Wood Products	$	594.5	$	405.5		$	1,000.0		$	84.9		$	30.7	$	115.6
Building Materials Distribution	2,117.2		0.1			2,117.3			46.3			7.1		53.5
Corporate and Other	—		—			—			(14.7		)	0.1		(14.6		)
Intersegment eliminations	—		(405.6		)	(405.6		)	—			—		—
	$	2,711.7	$	—		$	2,711.7		116.5			$	38.0	$	154.5
Interest expense									(16.5		)
Interest income									0.2
									$	100.1

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									Income
									(Loss)
	Sales								Before			Depreciation
			Inter-						Income			and		EBITDA
	Trade		segment			Total			Taxes			Amortization		(a)
	(millions)
Nine Months Ended September 30, 2013
Wood Products	$	491.1	$	341.8		$	832.8		$	61.8		$	19.5	$	81.2
Building Materials Distribution	1,984.1		—			1,984.1			29.1			6.6		35.8
Corporate and Other	—		—			—			(13.9		)	0.1		(13.8		)
Intersegment eliminations	—		(341.8		)	(341.8		)	—			—		—
	$	2,475.2	$	—		$	2,475.2		77.0			$	26.2	$	103.2
Interest expense									(14.8		)
Interest income									0.2
									$	62.4

__________________

(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 for the consolidated company:



	Three Months Ended September 30						Nine Months Ended September 30
	2014			2013			2014			2013
	(millions)
Net income⁽¹⁾	$	32.3		$	15.9		$	64.3		$	107.1
Interest expense	5.5			5.2			16.5			14.8
Interest income	(0.1		)	(0.1		)	(0.2		)	(0.2		)
Income tax provision (benefit)⁽¹⁾	18.1			9.6			35.9			(44.7		)
Depreciation and amortization	13.2			9.0			38.0			26.2
EBITDA	$	69.1		$	39.5		$	154.5		$	103.2

_______________________________________


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

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13. 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 6, Debt. We are a party to a number of long-term log and wood fiber supply agreements that are discussed in Note 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2013 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 September 30, 2014, there have been no material changes to the commitments disclosed in the 2013 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 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2013 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 September 30, 2014, there have been no material changes to the guarantees disclosed in the 2013 Form 10-K.


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 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.

On October 1, 2013, we entered into a supplemental indenture (Supplemental Indenture) with certain of our subsidiaries and U.S. Bank National Association, the trustee for our Senior Notes, to add Chester Wood Products LLC and Moncure Plywood LLC as guarantors of the Senior Notes. Entry into the Supplemental Indenture was consummated in connection with the Acquisition on September 30, 2013, as described in Note 5, Acquisitions. As such, Chester Wood Products LLC and Moncure Plywood LLC are included as guarantor subsidiaries in the consolidating guarantor and nonguarantor financial statements effective October 1, 2013.

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Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income

For the Three Months Ended September 30, 2014

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	979,797		$	3,522		$	—		$	983,319
Intercompany	—			—			5,082			(5,082		)	—
	—			979,797			8,604			(5,082		)	983,319

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	—			825,634			7,551			(5,295		)	827,890
Depreciation and amortization	44			12,868			291			—			13,203
Selling and distribution expenses	—			72,092			622			—			72,714
General and administrative expenses	5,444			7,516			—			213			13,173
Other (income) expense, net	(13		)	246			(85		)	—			148
	5,475			918,356			8,379			(5,082		)	927,128

Income (loss) from operations	(5,475		)	61,441			225			—			56,191

Foreign currency exchange loss	(192		)	(81		)	(43		)	—			(316		)
Interest expense	(5,514		)	—			—			—			(5,514		)
Interest income	7			50			—			—			57
	(5,699		)	(31		)	(43		)	—			(5,773		)

Income (loss) before income taxes and equity in net income of affiliates	(11,174		)	61,410			182			—			50,418
Income tax (provision) benefit	(18,164		)	31			—			—			(18,133		)

Income (loss) before equity in net income of affiliates	(29,338		)	61,441			182			—			32,285
Equity in net income of affiliates	61,623			—			—			(61,623		)	—
Net income	32,285			61,441			182			(61,623		)	32,285

Other comprehensive loss, net of tax
Defined benefit pension plans
Amortization of actuarial gain	(3		)	—			—			—			(3		)
Other comprehensive loss, net of tax	(3		)	—			—			—			(3		)
Comprehensive income	$	32,282		$	61,441		$	182		$	(61,623	)	$	32,282

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Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income (Loss)

For the Three Months Ended September 30, 2013

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	873,834	$	4,145		$	—		$	877,979
Intercompany	—			—		3,462			(3,462		)	—
	—			873,834		7,607			(3,462		)	877,979

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	—			755,757		7,713			(3,693		)	759,777
Depreciation and amortization	30			8,632		300			—			8,962
Selling and distribution expenses	—			65,635		609			—			66,244
General and administrative expenses	5,422			7,214		—			231			12,867
Other (income) expense, net	(158		)	3		(195		)	—			(350		)
	5,294			837,241		8,427			(3,462		)	847,500

Income (loss) from operations	(5,294		)	36,593		(820		)	—			30,479

Foreign currency exchange gain (loss)	(3		)	39		33			—			69
Interest expense	(5,174		)	—		—			—			(5,174		)
Interest income	18			70		—			—			88
	(5,159		)	109		33			—			(5,017		)

Income (loss) before income taxes and equity in net income of affiliates	(10,453		)	36,702		(787		)	—			25,462
Income tax (provision) benefit	(9,708		)	128		(22		)	—			(9,602		)

Income (loss) before equity in net income of affiliates	(20,161		)	36,830		(809		)	—			15,860
Equity in net income of affiliates	36,021			—		—			(36,021