Edgar Filing: BOISE CASCADE Co

BCC 3.31.2015 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 March 31, 2015

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 x Accelerated filer o Non-accelerated filer o 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 39,531,933 shares of the registrant's $0.01 par value common stock outstanding on April 24, 2015.

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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	9
	5. Debt	10
	6. Retirement and Benefit Plans	11
	7. Stock-Based Compensation	12
	8. Accumulated Other Comprehensive Loss	13
	9. Outsourcing Services Agreement	14
	10. Transactions With Related Party	14
	11. Segment Information	14
	12. Commitments, Legal Proceedings and Contingencies, and Guarantees	16
	13. Consolidating Guarantor and Nonguarantor Financial Information	16
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
	Understanding Our Financial Information	26
	Executive Overview	26
	Factors That Affect Our Operating Results	27
	Our Operating Results	29
	Liquidity and Capital Resources	32
	Contractual Obligations	34
	Off-Balance-Sheet Activities	34
	Guarantees	34
	Seasonal and Inflationary Influences	34
	Employees	34
	Environmental	35
	Critical Accounting Estimates	35
	New and Recently Adopted Accounting Standards	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	37

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PART I—FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

Boise Cascade Company Consolidated Statements of Operations (unaudited)

	Three Months Ended March 31
	2015			2014
	(thousands, except per-share data)
Sales	$	809,903		$	767,180

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	705,039			672,608
Depreciation and amortization	13,587			12,320
Selling and distribution expenses	61,880			58,930
General and administrative expenses	12,008			10,665
Other (income) expense, net	(299		)	(1,900		)
	792,215			752,623

Income from operations	17,688			14,557

Foreign currency exchange loss	(107		)	(89		)
Interest expense	(5,481		)	(5,512		)
Interest income	90			70
	(5,498		)	(5,531		)

Income before income taxes	12,190			9,026
Income tax provision	(4,573		)	(3,461		)
Net income	$	7,617		$	5,565

Weighted average common shares outstanding:
Basic	39,498			39,372
Diluted	39,622			39,452

Net income per common share:
Basic	$	0.19		$	0.14
Diluted	$	0.19		$	0.14

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 March 31
	2015		2014
	(thousands)
Net income	$	7,617	$	5,565
Other comprehensive income (loss), net of tax
Defined benefit pension plans
Amortization of actuarial (gain) loss, net of tax of $613 and ($2), respectively	985		(4		)
Effect of settlements, net of tax of $192 and $-, respectively	309		—
Other comprehensive income (loss), net of tax	1,294		(4		)
Comprehensive income	$	8,911	$	5,561

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company Consolidated Balance Sheets (unaudited)

	March 31, 2015		December 31, 2014
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	134,516	$	163,549
Receivables
Trade, less allowances of $2,293 and $2,062	213,702		172,314
Related parties	573		821
Other	5,361		7,311
Inventories	432,467		394,461
Deferred income taxes	19,749		20,311
Prepaid expenses and other	7,602		14,857
Total current assets	813,970		773,624

Property and equipment, net	364,280		368,128
Timber deposits	13,810		13,819
Deferred financing costs	6,843		7,149
Goodwill	21,823		21,823
Intangible assets, net	10,160		10,183
Deferred income taxes	16,033		16,684
Other assets	9,873		9,075
Total assets	$	1,256,792	$	1,220,485

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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

	March 31, 2015			December 31, 2014
	(thousands, except per-share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade	$	207,945		$	150,693
Related parties	3,591			1,743
Accrued liabilities
Compensation and benefits	46,914			66,170
Interest payable	8,079			3,298
Other	27,800			33,286
Total current liabilities	294,329			255,190

Debt
Long-term debt	301,364			301,415

Other
Compensation and benefits	144,386			156,218
Other long-term liabilities	14,770			15,274
	159,156			171,492

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, 43,395 and 43,282 shares issued, respectively	434			433
Treasury stock, 3,864 shares at cost	(100,000		)	(100,000		)
Additional paid-in capital	503,382			502,739
Accumulated other comprehensive loss	(100,204		)	(101,498		)
Retained earnings	198,331			190,714
Total stockholders' equity	501,943			492,388
Total liabilities and stockholders' equity	$	1,256,792		$	1,220,485

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company Consolidated Statements of Cash Flows (unaudited)

	Three Months Ended March 31
	2015			2014
	(thousands)
Cash provided by (used for) operations
Net income	$	7,617		$	5,565
Items in net income not using (providing) cash
Depreciation and amortization, including deferred financing costs and other	13,966			12,729
Stock-based compensation	1,205			842
Pension expense	2,082			278
Deferred income taxes	408			643
Other	(517		)	(1,908		)
Decrease (increase) in working capital
Receivables	(39,190		)	(46,707		)
Inventories	(38,006		)	(37,700		)
Prepaid expenses and other	(1,248		)	(4,880		)
Accounts payable and accrued liabilities	41,599			48,315
Pension contributions	(12,919		)	(390		)
Income taxes payable	11,358			2,314
Other	(2,339		)	(3,051		)
Net cash used for operations	(15,984		)	(23,950		)

Cash provided by (used for) investment
Expenditures for property and equipment	(12,618		)	(12,539		)
Proceeds from sales of assets	100			4,520
Other	(1		)	61
Net cash used for investment	(12,519		)	(7,958		)

Cash provided by (used for) financing
Borrowings on revolving credit facility	—			13,000
Payments on revolving credit facility	—			(13,000		)
Financing costs	—			(11		)
Other	(530		)	(345		)
Net cash used for financing	(530		)	(356		)

Net decrease in cash and cash equivalents	(29,033		)	(32,264		)

Balance at beginning of the period	163,549			118,249

Balance at end of the period	$	134,516		$	85,985

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

Boise Cascade Company is 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 Company (formerly known as Boise Cascade, L.L.C.) and its consolidated subsidiaries. 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.

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 and pension plan activity, related assets and liabilities, and foreign currency 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 2014 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 2014 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, medical, and workers' compensation 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 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 March 31, 2015, and December 31, 2014, we had $2.8 million and $6.1 million, respectively, of vendor

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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 March 31, 2015, and December 31, 2014, we had $18.4 million and $24.7 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 $4.5 million and $3.9 million for the three months ended March 31, 2015 and 2014, respectively. Sublease rental income was not material in any of the periods presented.

Inventories

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



	March 31, 2015		December 31, 2014
	(thousands)
Finished goods and work in process	$	354,523	$	308,359
Logs	47,679		57,065
Other raw materials and supplies	30,265		29,037
	$	432,467	$	394,461

Property and Equipment

Property and equipment consisted of the following asset classes:



	March 31, 2015			December 31, 2014
	(thousands)
Land	$	36,819		$	36,819
Buildings	97,504			96,804
Improvements	42,830			42,699
Office equipment and vehicles	96,719			93,620
Machinery and equipment	410,621			410,633
Construction in progress	15,285			11,118
	699,778			691,693
Less accumulated depreciation	(335,498		)	(323,565		)
	$	364,280		$	368,128

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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 March 31, 2015, and December 31, 2014, we held $107.3 million and $137.6 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 March 31, 2015, the book value of our fixed-rate debt was $300.0 million, and the fair value was estimated to be $315.0 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 March 31, 2015, and December 31, 2014, the receivables from a single customer accounted for approximately 11% of total receivables. No other customer accounted for 10% or more of total receivables.

New and Recently Adopted Accounting Standards

In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-03, Simplifying the Presentation of Debt Issuance Costs. This ASU requires an entity to present debt issuance costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. The new standard is effective for annual and interim reporting periods beginning after December 15, 2015. The adoption of this standard will affect our balance sheet presentation only, and will have no impact on our results of operations or cash flows.

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis. This ASU makes targeted amendments to the current consolidation guidance and affects both the variable interest entity and voting interest entity consolidation models. The guidance is effective for annual and interim reporting periods beginning after December 15, 2015. We do not expect the adoption of this guidance 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. At its April 1, 2015, meeting, the FASB agreed to propose a one-year deferral of the revenue recognition standard’s effective date for all entities. The FASB intends to issue an exposure draft in the near term with a 30-day comment period. 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.

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3.	Income Taxes

Income Tax Provision

For the three months ended March 31, 2015 and 2014, we recorded $4.6 million and $3.5 million, respectively, of income tax expense and had an effective rate of 37.5% and 38.3%, respectively. During the three months ended March 31, 2015, 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 production activities deduction. During the three months ended March 31, 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.

During the three months ended March 31, 2015, refunds received, net of cash paid for taxes, were $7.2 million, and during the three months ended March 31, 2014, cash paid for taxes, net of refunds received, was $0.5 million.


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 March 31
	2015		2014
	(thousands, except per-share data)
Net income	$	7,617	$	5,565
Weighted average common shares outstanding during the period (for basic calculation)	39,498		39,372
Dilutive effect of other potential common shares	124		80
Weighted average common shares and potential common shares (for diluted calculation)	39,622		39,452

Net income per common share - Basic	$	0.19	$	0.14
Net income per common share - Diluted	$	0.19	$	0.14

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 March 31, 2015 and 2014. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

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5.	Debt

Long-term debt consisted of the following:



	March 31, 2015		December 31, 2014
	(thousands)
Asset-based revolving credit facility	$	—	$	—
6.375% senior notes	299,990		299,990
Unamortized premium on 6.375% senior notes	1,374		1,425
Long-term debt	$	301,364	$	301,415

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).

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 London Interbank Offered Rate (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 March 31, 2015, was $342.0 million.

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 March 31, 2015, and December 31, 2014, we had no borrowings outstanding under the Revolving Credit Facility and $8.0 million 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.

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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. 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 both the three months ended March 31, 2015 and 2014, cash payments for interest were $0.3 million.


6.	Retirement and Benefit Plans

The following table presents the pension benefit costs:



	Three Months Ended March 31
	2015			2014
	(thousands)
Service cost	$	475		$	401
Interest cost	4,707			5,151
Expected return on plan assets	(5,200		)	(5,268		)
Amortization of actuarial (gain) loss	1,599			(6		)
Plan settlement loss	501			—
Net periodic benefit cost	$	2,082		$	278

In March 2015, we contributed company-owned real property to the qualified defined benefit pension plan from one location in our Building Materials Distribution segment. The pension plan obtained an independent appraisal of the property, and based on the appraisal, the plan recorded the contribution at fair value of approximately $3 million.

We are leasing back the contributed property for an initial term of ten years with two five-year extension options and continue to use the property in our distribution operations. Rent payments are made quarterly, with first-year annual rent of $0.2 million and 2% annual escalation rates thereafter. The lease provides us a right of first refusal on any subsequent sale by the pension plan, as well as repurchase options at the end of the initial term and extension periods. The plan engaged an independent fiduciary who negotiated the lease terms and also manages the property on behalf of the plan.

We determined that the contribution of the property does not meet the accounting definition of a plan asset within the scope of Accounting Standards Codification 715, Compensation — Retirement Benefits. Accordingly, the contributed property is not considered a contribution for accounting purposes and, as a result, is not included in plan assets and has no impact on the net pension liability recorded on our Consolidated Balance Sheets. We continue to depreciate the carrying value of the property in our financial statements, and no gain or loss was recognized at the contribution date for accounting purposes. Lease payments are recorded as pension contributions.

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In the first three months of 2015, we contributed $12.9 million in cash to the pension plans. For the remainder of 2015, we expect to make approximately $1.5 million in additional cash contributions to the pension plans.


7.	Stock-Based Compensation

In February 2015 and 2014, we granted two types of stock-based awards under the 2013 Incentive Compensation Plan (2013 Incentive Plan): performance stock units (PSUs) and restricted stock units (RSUs).

PSU and RSU Awards

During the three months ended March 31, 2015, we granted 116,325 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 2015 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 three months ended March 31, 2014, we granted 100,692 PSUs to our officers and other employees, subject to performance and service conditions. During the 2014 performance period, participants earned 129% of the target based on Boise Cascade’s 2014 EBITDA, determined by our Compensation Committee in accordance with the related grant agreement.

During the three months ended March 31, 2015 and 2014, we granted an aggregate of 137,614 and 121,804 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

The PSUs, if earned, vest in three equal tranches 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 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 March 1 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 three months ended March 31, 2015, the total fair value of PSUs and RSUs vested was $2.9 million.

The following summarizes the activity of our PSUs and RSUs awarded under the 2013 Incentive Plan for the three months ended March 31, 2015:



	PSUs				RSUs
	Number of shares		Weighted Average Grant-Date Fair Value		Number of shares		Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2014	116,559		$	29.66	64,864		$	30.45
Granted	116,325		36.17		137,614		36.18
Performance condition adjustment	27,438		30.32		—		—
Vested	(64,149	)	30.32		(17,107	)	30.43
Forfeited	(1,428	)	29.79		(1,099	)	30.32
Outstanding, March 31, 2015	194,745		$	33.42	184,272		$	34.73

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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. We recognize stock awards with only service conditions on a straight-line basis over the requisite service period. 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 March 31
	2015		2014
	(thousands)
PSUs	$	494	$	367
RSUs	562		282
Stock options	149		193
Total	$	1,205	$	842

The related tax benefit for the three months ended March 31, 2015 and 2014, was $0.5 million and $0.3 million, respectively. As of March 31, 2015, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $11.0 million, net of estimated forfeitures. This expense is expected to be recognized over a weighted-average period of 1.8 years.

8. Accumulated Other Comprehensive Loss

The following table details the changes in accumulated other comprehensive loss for the three months ended March 31, 2015 and 2014:



	Three Months Ended March 31
	2015			2014
	(thousands)
Beginning Balance	$	(101,498	)	$	(55,249	)
Defined benefit pension plans, amounts reclassified from accumulated other comprehensive loss, net of tax of $805 and ($2), respectively (a)	1,294			(4		)
Ending Balance	$	(100,204	)	$	(55,253	)

___________________________________


(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.

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9.	Outsourcing Services Agreement

Under an Outsourcing Services Agreement, a wholly-owned subsidiary of Packaging Corporation of America (PCA) provides a number of corporate staff services to us. These services include, but are not limited to, information technology, accounting, and human resource transactional services. On November 17, 2014, we entered into the Fifth Amendment to Outsourcing Services Agreement (the “Amendment”) with PCA, which amends the Outsourcing Services Agreement, dated February 22, 2008 (the “Agreement”), to, among other things, provide expiration dates for the termination of substantially all administrative services provided by PCA to us pursuant to the Agreement. For those services scheduled to be terminated, the expiration dates are planned to occur between March 2015 and December 2015. Services for which the Amendment does not provide expiration dates will generally continue under the same terms and conditions of the Agreement. These administrative services will transition from PCA to us upon expiration. During and after transition, our information technology systems will remain in place with many of the administrative services performed by newly hired employees, many of whom we expect to transition from PCA to Boise Cascade employment. Total expenses incurred under the Outsourcing Services Agreement were $3.6 million and $3.9 million, respectively, for the three months ended March 31, 2015 and 2014.


10.	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 $6.3 million and $7.2 million, respectively, during the three months ended March 31, 2015 and 2014. 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 $16.1 million, respectively, during the three months ended March 31, 2015 and 2014. 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.


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 Note 15, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2014 Form 10-K, except as discussed below.

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An analysis of our operations by segment is as follows:



									Income
									(Loss)
									Before
	Sales								Income			Depreciation
			Inter-						Taxes			and		EBITDA
	Trade		segment			Total			(b)			Amortization		(a) (b)
	(millions)
Three Months Ended March 31, 2015
Wood Products	$	187.0	$	122.3		$	309.3		$	20.9		$	10.8	$	31.7
Building Materials Distribution	622.9		—			622.9			3.3			2.7		6.1
Corporate and Other	—		—			—			(6.7		)	0.1		(6.6		)
Intersegment eliminations	—		(122.3		)	(122.3		)	—			—		—
	$	809.9	$	—		$	809.9		17.6			$	13.6	$	31.2
Interest expense									(5.5		)
Interest income									0.1
									$	12.2



									Income
									(Loss)
									Before
	Sales								Income			Depreciation
			Inter-						Taxes			and		EBITDA
	Trade		segment			Total			(b)			Amortization		(a) (b)
	(millions)
Three Months Ended March 31, 2014
Wood Products	$	181.7	$	111.6		$	293.3		$	13.0		$	10.0	$	23.0
Building Materials Distribution	585.5		—			585.5			5.9			2.3		8.2
Corporate and Other	—		—			—			(4.4		)	—		(4.4		)
Intersegment eliminations	—		(111.6		)	(111.6		)	—			—		—
	$	767.2	$	—		$	767.2		14.5			$	12.3	$	26.8
Interest expense									(5.5		)
Interest income									0.1
									$	9.0

__________________

(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.

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The following is a reconciliation of net income to EBITDA for the consolidated company:



	Three Months Ended March 31
	2015			2014
	(millions)
Net income	$	7.6		$	5.6
Interest expense	5.5			5.5
Interest income	(0.1		)	(0.1		)
Income tax provision	4.6			3.5
Depreciation and amortization	13.6			12.3
EBITDA	$	31.2		$	26.8

(b)

Prior to first quarter 2015, pension expense (which is primarily comprised of interest cost, expected return on plan assets, and amortization of actuarial losses), was recorded in each of our segments based on the associated individual employee roles and responsibilities. However, pension benefits are frozen for most employees and only a small number of hourly employees continue to accrue benefits. Therefore, management believes that recording pension expense in the Corporate and Other segment provides a clearer view of segment operating performance. In first quarter 2015, we made a change in our segment measurement method by recording all pension expense to the Corporate and Other segment. This change in measurement only impacts our segment disclosures, and thus it has no impact on our overall consolidated financial statements. Historical segment income (loss) and EBITDA have not been recast in the table above. For the three months ended March 31, 2014, $0.1 million of pension expense was recorded in each of the Wood Products and Building Materials Distribution segments.

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 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 2014 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 March 31, 2015, there have been no material changes to the commitments disclosed in the 2014 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 2014 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 March 31, 2015, there have been no material changes to the guarantees disclosed in the 2014 Form 10-K.


13.	Consolidating Guarantor and Nonguarantor Financial Information

The following consolidating financial information presents the Statements of Comprehensive Income (Loss), Balance Sheets, and Statements of 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

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disclosures concerning the guarantors have not been presented because management believes that such information is not material to investors.

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 March 31, 2015

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	807,727	$	2,176		$	—		$	809,903
Intercompany	—			—		4,039			(4,039		)	—
	—			807,727		6,215			(4,039		)	809,903

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	850			702,853		5,649			(4,313		)	705,039
Depreciation and amortization	58			13,239		290			—			13,587
Selling and distribution expenses	555			60,763		562			—			61,880
General and administrative expenses	5,293			6,441		—			274			12,008
Other (income) expense, net	(225		)	157		(231		)	—			(299		)
	6,531			783,453		6,270			(4,039		)	792,215

Income (loss) from operations	(6,531		)	24,274		(55		)	—			17,688

Foreign currency exchange gain (loss)	(172		)	133		(68		)	—			(107		)
Interest expense	(5,481		)	—		—			—			(5,481		)
Interest income	18			72		—			—			90
	(5,635		)	205		(68		)	—			(5,498		)

Income (loss) before income taxes and equity in net income of affiliates	(12,166		)	24,479		(123		)	—			12,190
Income tax (provision) benefit	(4,604		)	31		—			—			(4,573		)

Income (loss) before equity in net income of affiliates	(16,770		)	24,510		(123		)	—			7,617
Equity in net income of affiliates	24,387			—		—			(24,387		)	—
Net income (loss)	7,617			24,510		(123		)	(24,387		)	7,617

Other comprehensive loss, net of tax
Defined benefit pension plans
Amortization of actuarial loss	985			—		—			—			985
Effect of settlements	309			—		—			—			309
Other comprehensive income, net of tax	1,294			—		—			—			1,294
Comprehensive income (loss)	$	8,911		$	24,510	$	(123	)	$	(24,387	)	$	8,911

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Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income (Loss)

For the Three Months Ended March 31, 2014

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	764,070		$	3,110		$	—		$	767,180
Intercompany	—			—			2,565			(2,565		)	—
	—			764,070			5,675			(2,565		)	767,180

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	—			669,750			5,398			(2,540		)	672,608
Depreciation and amortization	34			11,979			307			—			12,320
Selling and distribution expenses	—			58,275			655			—			58,930
General and administrative expenses	4,275			6,415			—			(25		)	10,665
Other (income) expense, net	9			(1,630		)	(279		)	—			(1,900		)
	4,318			744,789			6,081			(2,565		)	752,623

Income (loss) from operations	(4,318		)	19,281			(406		)	—			14,557

Foreign currency exchange gain (loss)	(62		)	9			(36		)	—			(89		)
Interest expense	(5,512		)	—			—			—			(5,512		)
Interest income	5			65			—			—			70
	(5,569		)	74			(36		)	—			(5,531		)

Income (loss) before income taxes and equity in net income of affiliates	(9,887		)	19,355			(442		)	—			9,026
Income tax (provision) benefit	(3,479		)	18			—			—			(3,461		)

Income (loss) before equity in net income of affiliates	(13,366		)	19,373			(442		)	—			5,565
Equity in net income of affiliates	18,931			—			—			(18,931		)	—
Net income (loss)	5,565			19,373			(442		)	(18,931		)	5,565

Other comprehensive income (loss), net of tax
Defined benefit pension plans
Amortization of actuarial gain	(4		)	—			—			—			(4		)
Other comprehensive loss, net of tax	(4		)	—			—			—			(4		)
Comprehensive income (loss)	$	5,561		$	19,373		$	(442	)	$	(18,931	)	$	5,561

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Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at March 31, 2015 (unaudited)

	Boise Cascade Company (Parent)		Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	134,456	$	33	$	27	$	—		$	134,516
Receivables
Trade, less allowances	200		212,962		540		—			213,702
Related parties	—		573		—		—			573
Other	343		4,462		556		—			5,361
Inventories	—		425,549		6,918		—			432,467
Deferred income taxes	19,744		—		5		—			19,749
Prepaid expenses and other	4,850		2,697		55		—			7,602
	159,593		646,276		8,101		—			813,970

Property and equipment, net	1,690		355,813		6,777		—			364,280
Timber deposits	—		13,810		—		—			13,810
Deferred financing costs	6,843		—		—		—			6,843
Goodwill	—		21,823		—		—			21,823
Intangible assets, net	—		10,160		—		—			10,160
Deferred income taxes	16,033		—		—		—			16,033
Other assets	20		9,853		—		—			9,873
Investments in affiliates	808,763		—		—		(808,763		)	—
Total assets	$	992,942	$	1,057,735	$	14,878	$	(808,763	)	$	1,256,792

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Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at March 31, 2015 (continued) (unaudited)

	Boise Cascade Company (Parent)			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
	(thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade	$	9,138		$	198,136	$	671	$	—		$	207,945
Related parties	—			3,591		—		—			3,591
Accrued liabilities	—			—		—		—
Compensation and benefits	16,814			29,845		255		—			46,914
Interest payable	8,079			—		—		—			8,079
Other	1,124			25,874		802		—			27,800
	35,155			257,446		1,728		—			294,329

Debt
Long-term debt	301,364			—		—		—			301,364

Other
Compensation and benefits	144,386			—		—		—			144,386
Other long-term liabilities	10,094			4,676		—		—			14,770
	154,480			4,676		—		—			159,156

Commitments and contingent liabilities

Stockholders' equity
Preferred stock	—			—		—		—			—
Common stock	434			—		—		—			434
Treasury stock	(100,000		)	—		—		—			(100,000		)
Additional paid-in capital	503,382			—		—		—			503,382
Accumulated other comprehensive loss	(100,204		)	—		—		—			(100,204		)
Retained earnings	198,331			—		—		—			198,331
Subsidiary equity	—			795,613		13,150		(808,763		)	—
Total stockholders' equity	501,943			795,613		13,150		(808,763		)	501,943
Total liabilities and stockholders' equity	$	992,942		$	1,057,735	$	14,878	$	(808,763	)	$	1,256,792

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Boise Cascade Company and Subsidiaries

Consolidating Balance Sheets at December 31, 2014

Boise

Cascade Company (Parent)

Guarantor

Subsidiaries

Non-

guarantor

Subsidiaries

Eliminations

Consolidated

(thousands)

ASSETS

Current

Cash and cash equivalents

163,512