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8-K - FORM 8-K - BOISE CASCADE HOLDINGS, L.L.C.bch8-k6302012.htm
EX-10.1 - COMPENSATORY AGREEMENT - BOISE CASCADE HOLDINGS, L.L.C.bchexhibit1016302012.htm
EX-99.2 - QUARTERLY STATISTICAL INFORMATION - BOISE CASCADE HOLDINGS, L.L.C.bchexhibit9926302012.htm


Boise Cascade
 
Exhibit 99.1
 
1111 West Jefferson Street Ste 300 PO Box 50 Boise, ID 83728
 
 
 
News Release
Investor Relations Contact
Office 208 384 6073
 
 

For Immediate Release: August 2, 2012
Boise Cascade Reports Second Quarter 2012 Financial Results
BOISE, Idaho - Boise Cascade Holdings, L.L.C. (Boise Cascade or Company) reported second quarter 2012 net income of $15.0 million and earnings before interest, taxes, depreciation, and amortization (EBITDA) of $28.2 million. Sales in second quarter 2012 were $733 million, a 24% increase over the same quarter a year ago. Reported net loss and EBITDA was $9.9 million and $3.9 million, respectively, in second quarter 2011. First quarter 2012 net income and EBITDA was $1.7 million and $14.6 million, respectively.   
The Company generated $9.6 million of cash during the second quarter 2012 driven by improved operating results. At June 30, 2012, Boise Cascade had total available liquidity of $412.5 million, with $174.1 million in cash and committed bank line availability of $238.4 million.
Second quarter 2012 revenues and earnings were higher on improved demand for our products and commodity price increases relative to the year-ago quarter. The Company's revenues and earnings continue to be impacted by demand below historical levels for the products it distributes and manufactures. However, improved residential construction activity and market share gains in engineered wood products (EWP) and plywood contributed to an improved second quarter. U.S. housing starts increased approximately 29% in second quarter 2012 from the levels experienced in 2011. Single-family starts, which are a primary driver of the



Company's sales, experienced an increase of 23% from the year-ago quarter. Blue Chip consensus forecast for U.S. housing starts for 2012 was 740,000 as of July 10, 2012. The final U.S. housing starts level reported for 2011 was 609,000.
“Our improved operating results experienced in the first quarter continued into the second quarter. We are encouraged by the improved operating environment and are cautiously optimistic the improved demand for our products will carry through to the second half of the year. Our strong liquidity position has allowed us to take advantage of the improvement in the markets and of business opportunities,” commented Tom Carlile, CEO.
Building Materials Distribution (BMD) segment sales were $580.5 million in second quarter 2012, up 23% from the same quarter a year ago. Volumes for the segment were up approximately 15%, with prices up about 8%. BMD reported $10.9 million of EBITDA in second quarter 2012, compared to $3.4 million and $1.4 million in second quarter 2011 and first quarter 2012, respectively.
Wood Products segment sales in the second quarter 2012 were $241.8 million, up 33% from the same quarter a year ago. The increase in sales was due primarily to higher plywood volumes and prices and increased EWP shipments, offset in part by lower EWP sales price realizations. The segment reported $21.7 million of EBITDA in second quarter 2012 compared to $4.5 million and $16.7 million in second quarter 2011 and first quarter 2012, respectively.
Outlook
The housing industry is showing signs of improvement in many areas within the U.S.; however, we expect to continue to experience below historical demand for the products we distribute and manufacture. Industry commodity wood product prices could be volatile in response to operating rates and inventory levels in various distribution channels. We expect to manage our production levels to our sales demand, which will likely result in us operating some of our facilities below their capacity.

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About Boise Cascade
Boise Cascade is a leading U.S. wholesale distributor of building products and one of the largest producers of engineered wood products and plywood in North America. The Company is privately held and headquartered in Boise, Idaho. For more information, please visit our website at www.bc.com.
Webcast and Conference Call
Boise Cascade will host a webcast and conference call on Thursday, August 2, at 11 a.m. Eastern, at which time we will review the Company's recent performance. You can join the webcast through the Boise Cascade website. Go to www.bc.com and click on the link to the webcast under the News & Events heading. Please go to the website at least 15 minutes before the start of the webcast to register. To join the conference call, dial 800-591-6944 (international callers should dial 617-614-4910), participant passcode 31259078, at least 10 minutes before the start of the call.
The archived webcast will be available in the News & Events section of Boise Cascade's website. A replay of the conference call will be available from Thursday, August 2, at 2 p.m. Eastern through Thursday, August 9, at 11 p.m. Eastern. Playback numbers are 888-286-8010 for U.S. calls and 617-801-6888 for international calls, and the passcode will be 47426166.
Basis of Presentation
We present our consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). Our earnings release also supplements the GAAP presentations by reflecting EBITDA, a non-GAAP financial measure. EBITDA represents 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.

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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 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.
Forward-Looking Statements
This news release contains statements that are “forward looking” within the Private Securities Litigation Reform Act of 1995. These statements speak only as of the date of this press release. While they are based on the current expectations and beliefs of management, they are subject to a number of uncertainties and assumptions that could cause actual results to differ from the expectations expressed in this release.


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Boise Cascade Holdings, L.L.C.
Consolidated Statements of Income (Loss)
(unaudited, in thousands)
 
Three Months Ended
 
Six Months Ended
 
June 30
 
March 31,
2012
 
June 30
 
2012
 
2011
 
 
2012
 
2011
Sales
 
 
 
 
 
 
 
 
 
Trade
$
728,434

 
$
585,031

 
$
582,040

 
$
1,310,474

 
$
1,063,838

Related parties
4,466

 
4,382

 
4,946

 
9,412

 
8,822

 
732,900

 
589,413

 
586,986

 
1,319,886

 
1,072,660

 
 
 
 
 
 
 
 
 
 
Costs and expenses
 
 
 
 
 
 
 
 
 
Materials, labor, and other operating expenses
613,352

 
514,221

 
498,806

 
1,112,158

 
937,053

Materials, labor, and other operating expenses from related party
19,255

 
10,351

 
11,318

 
30,573

 
18,794

Depreciation and amortization
8,338

 
9,241

 
8,119

 
16,457

 
18,148

Selling and distribution expenses
60,468

 
51,016

 
53,814

 
114,282

 
97,986

General and administrative expenses
10,689

 
9,880

 
9,048

 
19,737

 
18,158

Other (income) expense, net (a)
653

 
50

 
(368
)
 
285

 
2,639

 
712,755

 
594,759

 
580,737

 
1,293,492

 
1,092,778

 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
20,145

 
(5,346
)
 
6,249

 
26,394

 
(20,118
)
 
 
 
 
 
 
 
 
 
 
Foreign exchange gain (loss)
(289
)
 
30

 
186

 
(103
)
 
340

Interest expense
(4,818
)
 
(4,584
)
 
(4,813
)
 
(9,631
)
 
(9,173
)
Interest income
87

 
77

 
107

 
194

 
223

 
(5,020
)
 
(4,477
)
 
(4,520
)
 
(9,540
)
 
(8,610
)
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes
15,125

 
(9,823
)
 
1,729

 
16,854

 
(28,728
)
Income tax provision
(78
)
 
(38
)
 
(61
)
 
(139
)
 
(134
)
Net income (loss)
$
15,047

 
$
(9,861
)
 
$
1,668

 
$
16,715

 
$
(28,862
)
 
 
 
 
 
 
 
 
 
 
See accompanying summary notes to consolidated financial statements and segment information.

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Segment Information
(unaudited, in thousands)
 
Three Months Ended
 
Six Months Ended
 
June 30
 
March 31,
2012
 
June 30
 
2012
 
2011
 
 
2012
 
2011
Segment sales
 
 
 
 
 
 
 
 
 
Building Materials Distribution
$
580,545

 
$
470,691

 
$
451,416

 
$
1,031,961

 
$
848,487

Wood Products
241,842

 
182,427

 
211,143

 
452,985

 
337,368

Intersegment eliminations and other
(89,487
)
 
(63,705
)
 
(75,573
)
 
(165,060
)
 
(113,195
)
 
$
732,900

 
$
589,413

 
$
586,986

 
$
1,319,886

 
$
1,072,660

 
 
 
 
 
 
 
 
 
 
Segment income (loss)
 
 
 
 
 
 
 
 
 
Building Materials Distribution (a)
$
8,699

 
$
1,337

 
$
(819
)
 
$
7,880

 
$
(3,222
)
Wood Products (a)
15,548

 
(2,662
)
 
10,811

 
26,359

 
(9,927
)
Corporate and Other
(4,391
)
 
(3,991
)
 
(3,557
)
 
(7,948
)
 
(6,629
)
 
19,856

 
(5,316
)
 
6,435

 
26,291

 
(19,778
)
 
 
 
 
 
 
 
 
 
 
Interest expense
(4,818
)
 
(4,584
)
 
(4,813
)
 
(9,631
)
 
(9,173
)
Interest income
87

 
77

 
107

 
194

 
223

Income (loss) before income taxes
$
15,125

 
$
(9,823
)
 
$
1,729

 
$
16,854

 
$
(28,728
)
 
 
 
 
 
 
 
 
 
 
EBITDA (b)
 
 
 
 
 
 
 
 
 
Building Materials Distribution (a)
$
10,893

 
$
3,387

 
$
1,363

 
$
12,256

 
$
876

Wood Products (a)
21,661

 
4,467

 
16,716

 
38,377

 
3,999

Corporate and Other
(4,360
)
 
(3,929
)
 
(3,525
)
 
(7,885
)
 
(6,505
)
 
$
28,194

 
$
3,925

 
$
14,554

 
$
42,748

 
$
(1,630
)
 
 
 
 
 
 
 
 
 
 
See accompanying summary notes to consolidated financial statements and segment information.

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Boise Cascade Holdings, L.L.C.
Consolidated Balance Sheets
(unaudited, in thousands)
 
 
June 30,
2012
 
December 31,
2011
 
 
 
ASSETS
 
 
 
 
 
 
 
 
 
Current
 
 
 
 
Cash and cash equivalents
 
$
174,079

 
$
182,459

Receivables
 
 
 
 
Trade, less allowances of $2,507 and $2,142
 
178,692

 
118,901

Related parties
 
569

 
1,236

Other
 
4,604

 
3,796

Inventories
 
319,132

 
283,978

Prepaid expenses and other
 
9,171

 
4,864

Total current assets
 
686,247

 
595,234

 
 
 
 
 
Property and equipment, net
 
264,519

 
266,456

Timber deposits
 
6,746

 
8,327

Deferred financing costs
 
4,059

 
4,962

Goodwill
 
12,170

 
12,170

Intangible assets, net
 
8,900

 
8,900

Other assets
 
7,942

 
6,786

Total assets
 
$
990,583

 
$
902,835



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Boise Cascade Holdings, L.L.C.
Consolidated Balance Sheets (continued)
(unaudited, in thousands)
 
 
June 30,
2012
 
December 31,
2011
 
 
 
LIABILITIES AND CAPITAL
 
 
 
 
 
 
 
 
 
Current
 
 
 
 
Accounts payable
 
 
 
 
Trade
 
$
175,019

 
$
116,758

Related parties
 
2,057

 
1,142

Accrued liabilities
 
 
 
 
Compensation and benefits
 
45,259

 
32,267

Interest payable
 
3,322

 
3,326

Other
 
25,412

 
24,486

 
 
251,069

 
177,979

Debt
 
 
 
 
Long-term debt
 
219,560

 
219,560

 
 
 
 
 
Other
 
 
 
 
Compensation and benefits
 
194,072

 
200,248

Other long-term liabilities
 
13,731

 
13,676

 
 
207,803

 
213,924

Redeemable equity units
 
 
 
 
Series B equity units – 2,426 units and 2,522 units outstanding
 
2,426

 
2,522

Series C equity units – 13,475 units and 13,715 units outstanding
 
6,089

 
6,227

 
 
8,515

 
8,749

Commitments and contingent liabilities
 
 
 
 
 
 
 
 
 
Capital
 
 
 
 
Series A equity units – no par value; 66,000 units authorized and outstanding
 
108,157

 
104,008

Series B equity units – no par value; 550,000 units authorized; 532,898 units and 532,802 units outstanding, respectively
 
312,257

 
299,460

Series C equity units – no par value; 44,000 units authorized; 12,930 units and 12,690 units outstanding, respectively
 

 

Accumulated other comprehensive loss
 
(116,778
)
 
(120,845
)
Total capital
 
303,636

 
282,623

Total liabilities and capital
 
$
990,583

 
$
902,835



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Boise Cascade Holdings, L.L.C.
Consolidated Statements of Cash Flows
(unaudited, in thousands)
 
 
Six Months Ended
 
 
June 30
 
 
2012
 
2011
Cash provided by (used for) operations
 
 
 
 
Net income (loss)
 
$
16,715

 
$
(28,862
)
Items in net income (loss) not using (providing) cash
 
 
 
 
Depreciation and amortization, including deferred financing costs and other
 
17,664

 
19,041

Pension expense
 
6,394

 
6,432

Other
 
(469
)
 
744

Decrease (increase) in working capital, net of acquisitions
 
 
 
 
Receivables
 
(59,482
)
 
(44,221
)
Inventories
 
(35,154
)
 
(11,969
)
Prepaid expenses and other
 
(2,251
)
 
(2,284
)
Accounts payable and accrued liabilities
 
68,235

 
27,716

Pension contributions
 
(7,874
)
 
(4,279
)
Other
 
1,005

 
(1,617
)
Net cash provided by (used for) operations
 
4,783

 
(39,299
)
 
 
 
 
 
Cash provided by (used for) investment
 
 
 
 
Expenditures for property and equipment
 
(10,952
)
 
(16,585
)
Acquisitions of businesses and facilities
 
(2,355
)
 
(5,782
)
Other
 
144

 
(112
)
Net cash used for investment
 
(13,163
)
 
(22,479
)
 
 
 
 
 
Cash provided by (used for) financing
 

 

 
 
 
 
 
Net decrease in cash and cash equivalents
 
(8,380
)
 
(61,778
)
 
 
 
 
 
Balance at beginning of the period
 
182,459

 
264,606

 
 
 
 
 
Balance at end of the period
 
$
174,079

 
$
202,828



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Summary Notes to Consolidated Financial Statements and Segment Information
The Consolidated Statements of Income (Loss), Consolidated Balance Sheets, Consolidated Statements of Cash Flows, and Segment Information do not include all Notes to Consolidated Financial Statements and should be read in conjunction with the company’s 2011 Form 10-K and the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2012. Net income (loss) for all periods presented involved estimates and accruals.
(a)
In first quarter 2011, we committed to curtail a manufacturing plant in our Wood Products segment and we recorded the related expense of $1.4 million in "Other (income) expense, net" in our Consolidated Statement of Income (Loss) for the six months ended June 30, 2011. The manufacturing plant was permanently closed on June 30, 2011. Also, during the six months ended June 30, 2011, we recorded $1.2 million of noncash asset write-downs in "Other (income) expense, net," of which $0.8 million was recorded in our Building Materials Distribution segment and $0.4 million was recorded in our Wood Products segment.
(b)
EBITDA represents income (loss) before interest (interest expense and interest income), income taxes, and depreciation and amortization. The following table reconciles net income (loss) to EBITDA for the three months ended June 30, 2012 and 2011, and March 31, 2012, and the six months ended June 30, 2012 and 2011:
 
Three Months Ended
 
Six Months Ended
 
June 30
 
March 31,
2012
 
June 30
 
2012
 
2011
 
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
(unaudited, in thousands)
 
 
 
 
 
 
 
 
 
 
Net income (loss)
$
15,047

 
$
(9,861
)
 
$
1,668

 
$
16,715

 
$
(28,862
)
Interest expense
4,818

 
4,584

 
4,813

 
9,631

 
9,173

Interest income
(87
)
 
(77
)
 
(107
)
 
(194
)
 
(223
)
Income tax provision
78

 
38

 
61

 
139

 
134

Depreciation and amortization
8,338

 
9,241

 
8,119

 
16,457

 
18,148

EBITDA
$
28,194

 
$
3,925

 
$
14,554

 
$
42,748

 
$
(1,630
)

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The following table reconciles segment income (loss) to EBITDA for the three months ended June 30, 2012 and 2011, and March 31, 2012 and the six months ended June 30, 2012 and 2011:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30
 
March 31,
2012
 
June 30
 
 
2012
 
2011
 
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
(unaudited, in thousands)
Building Materials Distribution
 
 
 
 
 
 
 
 
 
 
Segment income (loss)
 
$
8,699

 
$
1,337

 
$
(819
)
 
$
7,880

 
$
(3,222
)
Depreciation and amortization
 
2,194

 
2,050

 
2,182

 
4,376

 
4,098

EBITDA
 
10,893

 
3,387

 
1,363

 
12,256

 
876

 
 
 
 
 
 
 
 
 
 
 
Wood Products
 
 
 
 
 
 
 
 
 
 
Segment income (loss)
 
15,548

 
(2,662
)
 
10,811

 
26,359

 
(9,927
)
Depreciation and amortization
 
6,113

 
7,129

 
5,905

 
12,018

 
13,926

EBITDA
 
21,661

 
4,467

 
16,716

 
38,377

 
3,999

 
 
 
 
 
 
 
 
 
 
 
Corporate and Other
 
 
 
 
 
 
 
 
 
 
Segment loss
 
(4,391
)
 
(3,991
)
 
(3,557
)
 
(7,948
)
 
(6,629
)
Depreciation and amortization
 
31

 
62

 
32

 
63

 
124

EBITDA
 
(4,360
)
 
(3,929
)
 
(3,525
)
 
(7,885
)
 
(6,505
)
 
 
 
 
 
 
 
 
 
 
 
EBITDA
 
$
28,194

 
$
3,925

 
$
14,554

 
$
42,748

 
$
(1,630
)


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