Attached files

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EX-10.2 - THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - BOISE CASCADE Cobccex3amend102.htm
EX-32.2 - SECTION 906 CFO CERTIFICATION - BOISE CASCADE Cobcc6302016ex322.htm
EX-32.1 - SECTION 906 CEO CERTIFICATION - BOISE CASCADE Cobcc6302016ex321.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - BOISE CASCADE Cobcc6302016ex312.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - BOISE CASCADE Cobcc6302016ex311.htm
EX-10.3 - JOINDER AND REVOLVER INCREASE AGREEMENT - BOISE CASCADE Cobccexjoinder103.htm
EX-10.1 - 2016 OMNIBUS INCENTIVE PLAN - BOISE CASCADE Cobcc2016oipex101.htm
EX-3.2 - AMENDED AND RESTATED BYLAWS - BOISE CASCADE Cobccexbylaws32.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - BOISE CASCADE Cobccexcertinc31.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended June 30, 2016
 
 
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 38,750,677 shares of the registrant's $0.01 par value common stock outstanding on July 22, 2016.



Table of Contents
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


ii


PART I—FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS
 
Boise Cascade Company
Consolidated Statements of Operations
(unaudited) 
 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
2016
 
2015
 
2016
 
2015
 
(thousands, except per-share data)
Sales
$
1,043,773

 
$
955,397

 
$
1,924,468

 
$
1,765,300

 
 
 
 
 
 
 
 
Costs and expenses
 

 
 

 
 

 
 

Materials, labor, and other operating expenses (excluding depreciation)
894,715

 
824,583

 
1,664,259

 
1,529,622

Depreciation and amortization
18,552

 
13,281

 
33,790

 
26,868

Selling and distribution expenses
76,855

 
68,254

 
144,896

 
130,134

General and administrative expenses
15,612

 
12,018

 
31,664

 
24,026

Other (income) expense, net
172

 
(98
)
 
(1,413
)
 
(397
)
 
1,005,906

 
918,038

 
1,873,196

 
1,710,253

 
 
 
 
 
 
 
 
Income from operations
37,867

 
37,359

 
51,272

 
55,047

 
 
 
 
 
 
 
 
Foreign currency exchange gain (loss)
28

 
41

 
226

 
(66
)
Interest expense
(6,427
)
 
(5,591
)
 
(12,229
)
 
(11,072
)
Interest income
27

 
58

 
176

 
148

Change in fair value of interest rate swaps
(1,532
)
 

 
(1,601
)
 

 
(7,904
)
 
(5,492
)
 
(13,428
)
 
(10,990
)
 
 
 
 
 
 
 
 
Income before income taxes
29,963

 
31,867

 
37,844

 
44,057

Income tax provision
(10,735
)
 
(11,637
)
 
(13,666
)
 
(16,210
)
Net income
$
19,228

 
$
20,230

 
$
24,178

 
$
27,847

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
38,814

 
39,494

 
38,834

 
39,496

Diluted
38,972

 
39,600

 
38,850

 
39,604

 
 
 
 
 
 
 
 
Net income per common share:
 
 
 
 
 
 
 
Basic
$
0.50

 
$
0.51

 
$
0.62

 
$
0.71

Diluted
$
0.49

 
$
0.51

 
$
0.62

 
$
0.70

 
See accompanying condensed notes to unaudited quarterly consolidated financial statements.


1


Boise Cascade Company
Consolidated Statements of Comprehensive Income
(unaudited) 
 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
2016
 
2015
 
2016
 
2015
 
(thousands)
Net income
$
19,228

 
$
20,230

 
$
24,178

 
$
27,847

Other comprehensive income, net of tax
 
 
 
 
 
 
 
  Defined benefit pension plans
 
 
 
 
 
 
 
Actuarial gain, net of tax of $-, $7,422, $-, and $7,422, respectively

 
11,923

 

 
11,923

Amortization of actuarial loss, net of tax of $184, $504, $368, and $1,117, respectively
294

 
808

 
588

 
1,793

Effect of settlements, net of tax of $-, $-, $114, and $192, respectively

 

 
183

 
309

Other comprehensive income, net of tax
294

 
12,731

 
771

 
14,025

Comprehensive income
$
19,522

 
$
32,961

 
$
24,949

 
$
41,872


See accompanying condensed notes to unaudited quarterly consolidated financial statements.


2



Boise Cascade Company
Consolidated Balance Sheets
(unaudited)
 
June 30,
2016
 
December 31,
2015
 
(thousands)
ASSETS
 

 
 

Current
 

 
 

Cash and cash equivalents
$
96,089

 
$
184,496

Receivables
 
 
 

Trade, less allowances of $1,121 and $1,734
278,704

 
187,138

Related parties
376

 
1,065

Other
7,388

 
10,861

Inventories
461,998

 
384,857

Prepaid expenses and other
10,755

 
17,153

Total current assets
855,310

 
785,570

 
 
 
 
Property and equipment, net
552,776

 
402,666

Timber deposits
12,246

 
15,848

Goodwill
55,433

 
21,823

Intangible assets, net
15,893

 
10,090

Other assets
11,830

 
12,609

Total assets
$
1,503,488

 
$
1,248,606

 
See accompanying condensed notes to unaudited quarterly consolidated financial statements.


3


Boise Cascade Company
Consolidated Balance Sheets (continued)
(unaudited)
 
June 30,
2016
 
December 31,
2015
 
(thousands, except per-share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current
 
 
 
Accounts payable
 
 
 
Trade
$
247,740

 
$
159,029

Related parties
1,954

 
1,442

Accrued liabilities
 
 
 
Compensation and benefits
57,250

 
54,712

Interest payable
3,403

 
3,389

Other
50,786

 
40,078

Total current liabilities
361,133

 
258,650

 
 
 
 
Debt
 
 
 
Long-term debt
464,586

 
344,589

 
 
 
 
Other
 
 
 
Compensation and benefits
93,614

 
93,355

Other long-term liabilities
24,136

 
17,342

 
117,750

 
110,697

 
 
 
 
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, 43,518 and 43,413 shares issued, respectively
435

 
434

Treasury stock, 4,767 and 4,587 shares at cost, respectively
(126,343
)
 
(123,711
)
Additional paid-in capital
511,097

 
508,066

Accumulated other comprehensive loss
(92,244
)
 
(93,015
)
Retained earnings
267,074

 
242,896

Total stockholders' equity
560,019

 
534,670

Total liabilities and stockholders' equity
$
1,503,488

 
$
1,248,606


See accompanying condensed notes to unaudited quarterly consolidated financial statements.


4


Boise Cascade Company
Consolidated Statements of Cash Flows
(unaudited)
 
Six Months Ended
June 30
 
2016
 
2015
 
(thousands)
Cash provided by (used for) operations
 
 
 
Net income
$
24,178

 
$
27,847

Items in net income not using (providing) cash
 
 
 

Depreciation and amortization, including deferred financing costs and other
34,661

 
27,638

Stock-based compensation
3,866

 
2,898

Pension expense
1,212

 
2,881

Deferred income taxes
3,901

 
7,187

Change in fair value of interest rate swaps
1,601

 

Other
72

 
(622
)
Decrease (increase) in working capital, net of acquisitions
 
 
 

Receivables
(76,937
)
 
(61,885
)
Inventories
(59,304
)
 
(20,653
)
Prepaid expenses and other
(4,508
)
 
(3,375
)
Accounts payable and accrued liabilities
96,403

 
78,457

Pension contributions
(2,778
)
 
(53,203
)
Income taxes payable
18,696

 
14,499

Other
4,955

 
(1,954
)
Net cash provided by operations
46,018

 
19,715

 
 
 
 
Cash provided by (used for) investment
 

 
 

Expenditures for property and equipment
(35,101
)
 
(31,433
)
Acquisitions of businesses and facilities
(215,900
)
 

Proceeds from sales of assets and other
255

 
263

Net cash used for investment
(250,746
)
 
(31,170
)
 
 
 
 
Cash provided by (used for) financing
 
 
 
Borrowings of long-term debt, including revolving credit facility
352,700

 
50,000

Payments on revolving credit facility
(232,700
)
 

Treasury stock purchased
(2,632
)
 
(6,109
)
Financing costs
(543
)
 
(655
)
Tax withholding payments on stock-based awards
(383
)
 
(1,063
)
Other
(121
)
 
660

  Net cash provided by financing
116,321

 
42,833

 
 
 
 
Net increase (decrease) in cash and cash equivalents
(88,407
)
 
31,378

 
 
 
 
Balance at beginning of the period
184,496

 
163,549

 
 
 
 
Balance at end of the period
$
96,089

 
$
194,927

 
See accompanying condensed notes to unaudited quarterly consolidated financial statements.


5


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 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, ponderosa pine lumber, studs, and particleboard; (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, pension plan activity, 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 2015 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 2015 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; fair value measurements; 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 June 30, 2016, and December 31, 2015, we had $3.9 million and $7.7 million, respectively, of vendor

6


rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets. Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product. Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.

We also provide rebates to our customers and our customers' customers based on the volume of their purchases. We provide the rebates to increase the sell-through of our products. The rebates are recorded as a decrease in "Sales." At June 30, 2016, and December 31, 2015, we had $32.2 million and $27.7 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 for both the three months ended June 30, 2016 and 2015, and $8.9 million and $9.0 million for the six months ended June 30, 2016 and 2015, respectively. Sublease rental income was not material in any of the periods presented.

Inventories
 
Inventories included the following (work in process is not material):
 
 
 
June 30,
2016
 
December 31,
2015
 
 
(thousands)
Finished goods and work in process
 
$
365,058

 
$
292,826

Logs
 
57,648

 
58,299

Other raw materials and supplies
 
39,292

 
33,732

 
 
$
461,998

 
$
384,857


Property and Equipment
 
Property and equipment consisted of the following asset classes:
 
 
 
June 30,
2016
 
December 31,
2015
 
 
(thousands)
Land
 
$
38,696

 
$
36,876

Buildings
 
127,239

 
106,269

Improvements
 
49,023

 
46,205

Mobile equipment, information technology, and office furniture
 
117,194

 
109,702

Machinery and equipment
 
579,355

 
437,433

Construction in progress
 
38,128

 
34,661

 
 
949,635

 
771,146

Less accumulated depreciation
 
(396,859
)
 
(368,480
)
 
 
$
552,776

 
$
402,666


As of June 30, 2016, $149.1 million of property and equipment relates to two engineered wood products facilities acquired by us on March 31, 2016. For more information, see Note 5, Acquisitions.

7


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, long-term debt, and interest rate swaps. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds measured at fair value. As of June 30, 2016, and December 31, 2015, we held $69.4 million and $170.2 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs. The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature. At June 30, 2016 and December 31, 2015, the book value of our fixed-rate debt for each period was $300.0 million, and the fair value was estimated to be $306.0 million and $309.0 million, respectively. 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 of our fixed-rate debt using quoted market prices of our debt in inactive markets (Level 2 inputs). The interest rate on our term loans and revolving credit facility are based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate. Because the interest rate on the term loans and revolving credit facility are based on current market conditions, we believe that the estimated fair value of the outstanding balance on our term loans and revolving credit facility approximates book value. As discussed below, we also have interest rate swaps to mitigate our variable interest rate exposure, the fair value of which are measured based on Level 2 inputs.

Interest Rate Risk and Interest Rate Swaps

We are exposed to interest rate risk arising from fluctuations in variable-rate LIBOR on our term loans and when we have loan amounts outstanding on our revolving credit facility. Our objective is to limit the variability of interest payments on our debt. To meet this objective, management may enter into receive-variable, pay-fixed interest rate swaps to change the variable-rate cash flow exposure to fixed-rate cash flows. In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk. We do not speculate using derivative instruments.

On February 16, 2016 and March 31, 2016, we entered into two interest rate swap agreements with notional principal amounts of $50.0 million and $75.0 million, respectively, to offset risks associated with the variability in cash flows relating to interest payments that are based on one-month LIBOR. Under the interest rate swaps, we receive LIBOR-based variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $125.0 million of debt. Payments on the interest rate swaps with notional principal amounts of $50.0 million and $75.0 million are due on a monthly basis at a fixed rate of 1.007% and 1.256%, respectively, and expire in February 2022 and March 2022, respectively. The interest rate swap agreements were not designated as cash flow hedges, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in the Consolidated Statements of Operations rather than through other comprehensive income. At June 30, 2016, we recorded a long-term liability of $1.6 million recorded in "Other long-term liabilities" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements. The swaps were valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).

Concentration of Credit Risk
 
We are exposed to credit risk related to customer accounts receivable. In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations. At June 30, 2016, and December 31, 2015, receivables from two customers each accounted for approximately 12% and 10%, respectively, of total receivables. No other customer accounted for 10% or more of total receivables.


8


New and Recently Adopted Accounting Standards
 
In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This new standard is effective for annual periods beginning after December 15, 2016, and interim periods within that reporting period. Early adoption is permitted in any interim or annual period, with adjustments reflected as of the beginning of the fiscal year of adoption. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.     

In February 2016, the FASB issued ASU 2016-02, Leases. This amendment requires a lessee to recognize substantially all leases (whether operating or finance leases) on the balance sheet as a right-of-use asset and an associated lease liability. Short-term leases of 12 months or less are excluded from this amendment. For leases defined as finance leases under the new standard, the lessee subsequently recognizes interest expense and amortization of the right-of-use asset, similar to accounting for capital leases under current U.S. GAAP. For leases defined as operating leases under the new standard, the lessee subsequently recognizes straight-line lease expense over the life of the lease. This new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied using a modified retrospective transition method with the option to elect a package of practical expedients. 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.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. This ASU requires entities to measure most inventory "at the lower of cost or net realizable value," thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. Although the new standard is not effective until annual and interim reporting periods beginning after December 15, 2016, early adoption is permitted. We do not expect the adoption of this guidance to have a material effect on our financial statements.

In May 2015, the FASB issued ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures of Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. This ASU also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Although we adopted the new standard on January 1, 2016, there was no effect on our interim reporting periods. The adoption of this standard will affect certain pension asset disclosures in our annual reporting period and will have no impact on our results of operations, financial position, or cash flows.
    
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. At its July 9, 2015, meeting, the FASB decided to delay the effective date of the revenue recognition standard by one year. The new standard is now effective for annual and interim reporting periods beginning after December 15, 2017. However, reporting entities may choose to adopt the standard as of the original effective date. 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.

Reclassifications

Certain amounts in prior year's consolidated financial statements have been reclassified to conform with current year's presentation, none of which were considered material.


9


3.
Income Taxes

For the three and six months ended June 30, 2016, we recorded $10.7 million and $13.7 million, respectively, of income tax expense and had an effective rate of 35.8% and 36.1%, respectively. For the three and six months ended June 30, 2015, we recorded $11.6 million and $16.2 million, respectively, of income tax expense and had an effective rate of 36.5% and 36.8%, respectively. During the three and six months ended June 30, 2016, 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 other tax credits. During the three and six months ended June 30, 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 six months ended June 30, 2016 and 2015, refunds received, net of cash paid for taxes, were $8.9 million and $5.5 million, respectively.

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 certain vested restricted stock units (RSUs) 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
June 30
 
Six Months Ended
June 30
 
2016
 
2015
 
2016
 
2015
 
(thousands, except per-share data)
Net income
$
19,228

 
$
20,230

 
$
24,178

 
$
27,847

Weighted average common shares outstanding during the period (for basic calculation)
38,814

 
39,494

 
38,834

 
39,496

Dilutive effect of other potential common shares
158

 
106

 
16

 
108

Weighted average common shares and potential common shares (for diluted calculation)
38,972

 
39,600

 
38,850

 
39,604

 
 
 
 
 
 
 
 
Net income per common share - Basic
$
0.50

 
$
0.51

 
$
0.62

 
$
0.71

Net income per common share - Diluted
$
0.49

 
$
0.51

 
$
0.62

 
$
0.70


The computation of the dilutive effect of other potential common shares excludes stock awards representing 0.2 million shares and no shares of common stock, respectively, in the three months ended June 30, 2016 and 2015, and 0.6 million shares and 0.1 million shares of common stock, respectively, in the six months ended June 30, 2016 and 2015. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

5.
Acquisitions
 
On March 31, 2016, our wholly owned subsidiary, Boise Cascade Wood Products, L.L.C., completed the acquisition of Georgia-Pacific LLC's and certain of its affiliates' (collectively, "GP") engineered wood products facilities located in Thorsby, Alabama, and Roxboro, North Carolina, for an aggregate purchase price of $215.9 million, including a post-closing adjustment of $0.3 million based upon a working capital target (the Acquisition). We funded the Acquisition and related costs with cash on hand, a new $75.0 million term loan, and a $55.0 million draw under our revolving credit facility. Acquisition-related costs of $3.5 million are recorded in "General and administrative expenses" in our Consolidated Statements of

10


Operations for the six months ended June 30, 2016. For additional information on the new term loan and draw under our revolving credit facility, see Note 7, Debt.

These facilities complement our existing EWP business and position us to support customers as the U.S. housing recovery continues in the years ahead. The additional EWP capacity will also help us cost effectively deliver products to our customers in the eastern and southeastern United States. Sales, including sales to our Building Materials Distribution segment, and income from operations (excluding sales and marketing costs) from these facilities of $23.4 million and $1.5 million, respectively, were reported as part of the Wood Products segment for second quarter 2016.

Goodwill represents the excess of the purchase price and related costs over the fair value of the net tangible and intangible assets of businesses acquired. The primary qualitative factor that contributed to the recognition of goodwill relates to additional capacity and an assembled workforce in key product lines to serve future and existing customers. The facilities are geographically located in a high growth housing area that allows us to optimize our mill system and realize freight and other cost synergies. All of the goodwill was assigned to the Wood Products segment and is deductible for U.S. income tax purposes.

The following table summarizes the final allocations of the purchase price to the assets acquired and liabilities assumed, based on our current estimates of the fair value at the date of the Acquisition:
 
 
Acquisition Date Fair Value
 
 
(thousands)
Accounts receivable
 
$
10,467

Inventories
 
17,837

Property and equipment
 
149,135

Other assets
 
619

Intangible assets:
 
 
Customer relationships
 
6,000

Goodwill
 
33,610

Assets acquired
 
217,668

 
 
 
Accrued liabilities
 
1,768

Liabilities assumed
 
1,768

 
 
 
Net assets acquired
 
$
215,900


Pro Forma Financial Information

The following pro forma financial information presents the combined results of operations as if the two GP engineered wood products facilities had been combined with us on January 1, 2015. The pro forma financial information also gives effect to the issuance of a $75.0 million term loan due March 30, 2026 and a $55.0 million draw under our revolving credit facility to partially finance the Acquisition, as if such transactions had occurred on January 1, 2015. 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, 2015. They also do not reflect any revenue enhancements or cost savings, operating synergies, customer attrition, or incremental depreciation upon the restart of laminated veneer lumber assets at Roxboro.


11


 
 
Pro Forma
 
 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
 
2015
 
2016
 
2015
 
 
(unaudited, thousands, except per-share data)
Sales
 
$
978,674

 
$
1,951,662

 
$
1,806,857

Net income (a)
 
$
20,710

 
$
27,281

 
$
27,899

Net income per common share - Basic
 
$
0.52

 
$
0.70

 
$
0.71

Net income per common share - Diluted
 
$
0.52

 
$
0.70

 
$
0.70

___________________________________ 

(a)
The pro forma financial information for the six months ended June 30, 2016, was adjusted to exclude $3.5 million of pre-tax acquisition-related costs for legal, accounting, and other advisory-related services.

6.
Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price and related costs over the fair value of the net tangible and intangible assets of businesses acquired.

The carrying amount of our goodwill by segment is as follows:
 
 
Building
Materials
Distribution
 

Wood
Products
 
Corporate
and
Other
 
Total
 
 
(thousands)
Balance at December 31, 2015
 
$
5,593

 
$
16,230

 
$

 
$
21,823

Additions
 

 
33,610

(a)

 
33,610

Balance at June 30, 2016
 
$
5,593

 
$
49,840

 
$

 
$
55,433

___________________________________ 

(a)
Represents the acquisition of GP's two engineered wood products facilities. For additional information, see Note 5, Acquisitions.

At June 30, 2016 and December 31, 2015, intangible assets represent the values assigned to trade names and trademarks and customer relationships. The trade names and trademarks have indefinite lives and are not amortized. The weighted-average useful life for customer relationships from the date of purchase is approximately 11 years. Amortization expense is expected to be approximately $0.7 million per year for the next five years.

Intangible assets consisted of the following:
 
 
June 30, 2016
 
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
 
(thousands)
Trade names and trademarks
 
$
8,900

 
$

 
$
8,900

Customer relationships
 
7,400

 
(407
)
 
6,993

 
 
$
16,300

 
$
(407
)
 
$
15,893


 
 
December 31, 2015
 
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
 
(thousands)
Trade names and trademarks
 
$
8,900

 
$

 
$
8,900

Customer relationships
 
1,400

 
(210
)
 
1,190

 
 
$
10,300

 
$
(210
)
 
$
10,090



12


7.
Debt
 
Long-term debt consisted of the following:
 
 
June 30,
2016
 
December 31,
2015
 
(thousands)
Term loan
$
75,000

 
$

Asset-based revolving credit facility
45,000

 

Asset-based credit facility term loan
50,000

 
50,000

6.375% senior notes
299,990

 
299,990

Unamortized premium on 6.375% senior notes
1,105

 
1,215

Deferred financing costs
(6,509
)
 
(6,616
)
Long-term debt
$
464,586

 
$
344,589

 
Term Loan

On March 30, 2016 (Closing Date), Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and the guarantors party thereto, entered into a term loan agreement (Term Loan Agreement) with American AgCredit, PCA, as administrative agent and sole lead arranger, and the banks named therein as lenders. The Term Loan Agreement was for a $75.0 million secured term loan (Term Loan). The outstanding principal balance of the Term Loan amortizes and is payable in equal installments of $10 million per year on each of the sixth, seventh, eighth, and ninth anniversaries of the Closing Date. The remaining principal balance is due and payable on March 30, 2026. The Term Loan may be repaid from time to time at the discretion of the borrowers without premium or penalty. However, any principal amount of Term Loan repaid may not be subsequently re-borrowed.

Pursuant to the Term Loan Agreement, the borrowers are required to maintain, as of the end of any fiscal quarter, a Capitalization Ratio lower than 60%, a Consolidated Net Worth greater than $350 million, and Available Liquidity greater than $100 million (each as defined in the Term Loan Agreement). In addition, under the Term Loan Agreement, and subject to certain exceptions, the borrowers may not, among other things, (i) incur indebtedness, (ii) incur liens, (iii) make junior payments, (iv) make certain investments, and (v) under certain circumstances, make capital expenditures in excess of $50 million during four consecutive quarters. The Term Loan Agreement also includes customary representations of the borrowers and provides for certain events of default customary for similar facilities.
    
Interest rates under the Term Loan Agreement are based, at our election, on either the LIBOR or a base rate, as defined in the Term Loan Agreement, plus a spread over the index. The applicable spread for the Term Loan ranges from 1.875% to 2.125% for LIBOR rate loans, and 0.875% to 1.125% for base rate loans, both dependent on our Interest Coverage Ratio (as defined in the Term Loan Agreement). The Term Loan was issued by three institutions within the Farm Credit system and will be eligible for patronage credits. During the period for which the Term Loan was outstanding, the average interest rate on the Term Loan was approximately 2.32%.

We expect to receive patronage credits under the Term Loan. Patronage credits are distributions of profits from banks in the Farm Credit system, which are cooperatives that are required to distribute profits to their members. Patronage distributions, which are generally made in cash, are received in the year after they are earned. Patronage credits are recorded as a reduction to interest expense in the year earned. After giving effect to expected patronage distributions, the effective net interest rate on the Term Loan was approximately 1.6%.

Proceeds from the Term Loan were used to partially finance the purchase of Georgia-Pacific LLC’s engineered wood products facilities in Thorsby, Alabama and Roxboro, North Carolina (Acquired Facilities). The Term Loan is secured by a first priority mortgage on the Acquired Facilities and a first priority security interest on the equipment and certain tangible personal property located therein. For additional information on the Acquired Facilities, see Note 5, Acquisitions.


13


Asset-Based Credit Facility

On May 15, 2015, Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., Chester Wood Products LLC, and Moncure Plywood LLC, as guarantors, entered into an Amended and Restated Credit Agreement (Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders. The Amended Agreement includes a $350 million senior secured asset-based revolving credit facility (Revolving Credit Facility) maturing on April 30, 2020 and a $50.0 million term loan (ABL Term Loan) maturing on May 1, 2022. Borrowings under the Amended Agreement 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 11, 2016, we entered into the second amendment to the Amended Agreement so that the LIBOR rate for the ABL Term Loan is determined and adjusted on a monthly basis rather than a daily basis. On June 30, 2016, we entered into a joinder and revolver increase agreement that increased the aggregate revolving commitments from $350 million to $370 million. Also on June 30, 2016, we entered into the third amendment to the Amended Agreement to make certain modifications to the definition of eligible accounts in the Amended Agreement to increase the concentration limit related to certain accounts owed to the borrowers for purposes of determining borrowing base.

The Amended Agreement 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.
    
The Amended Agreement 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 Amended Agreement 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 revolving lending commitments (or $37 million). Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Amended Agreement, and Availability at June 30, 2016, was $319.1 million.

The Amended Agreement generally permits dividends only if certain conditions are met, including complying with either (i) pro forma Excess Availability (as defined in the Amended Agreement) equal to or exceeding 25% of the aggregate Revolver Commitments (as defined in the Amended Agreement) 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.

Revolving Credit Facility

Interest rates under the Revolving Credit Facility are based, at our election, on either LIBOR or a base rate, as defined in the credit agreement, plus a spread over the index elected that ranges from 1.25% to 1.75% for loans based on LIBOR and from 0.25% to 0.75% 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.

At June 30, 2016, we had $45.0 million outstanding under the Revolving Credit Facility and $5.9 million of letters of credit outstanding. At December 31, 2015, we had no borrowings outstanding under the Revolving Credit Facility and $5.6 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. During the six months ended June 30, 2016, the minimum and maximum borrowings under the Revolving Credit Facility were zero and $101.5 million, respectively, and the average interest rate on borrowings was approximately 1.69%.

ABL Term Loan

The ABL Term Loan was provided by institutions within the Farm Credit system. Borrowings under the ABL Term Loan may be repaid from time to time at the discretion of the borrowers without premium or penalty. However, any principal amount of ABL Term Loan repaid, may not be subsequently re-borrowed.

Interest rates under the ABL Term Loan are based, at our election, on either LIBOR or a base rate, as defined in the agreement, plus a spread over the index elected that ranges from 1.75% to 2.25% for LIBOR rate loans and from 0.75% to 1.25% for base rate loans, both dependent on the amount of Average Excess Availability (as defined in the Amended

14


Agreement). During the period for which the ABL Term Loan was outstanding, the average interest rate on the ABL Term Loan was approximately 2.18%.

We have received and expect to continue receiving patronage credits under the ABL Term Loan. Patronage credits are recorded as a reduction to interest expense in the year earned. After giving effect to expected patronage distributions, the effective net interest rate on the ABL Term Loan was approximately 1.4%.

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 Amended Agreement.

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.

Interest Rate Swaps

For information on interest rate swaps, see Interest Rate Risk and Interest Rate Swaps of Note 2, Summary of Significant Accounting Policies.
    
Cash Paid for Interest

For the six months ended June 30, 2016 and 2015, cash payments for interest were $11.2 million and $10.1 million, respectively.

8.    Retirement and Benefit Plans
 
The following table presents the pension benefit costs:
 
 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
2016
 
2015
 
2016
 
2015
 
(thousands)
Service cost
$
282

 
$
239

 
$
567

 
$
714

Interest cost
4,789

 
4,744

 
9,571

 
9,451

Expected return on plan assets
(5,076
)
 
(5,495
)
 
(10,179
)
 
(10,695
)
Amortization of actuarial loss
478

 
1,311

 
956

 
2,910

Plan settlement loss

 

 
297

 
501

Net periodic benefit expense
$
473

 
$
799

 
$
1,212

 
$
2,881

 
In the first six months of 2016, we contributed $2.8 million in cash to the pension plans. For the remainder of 2016, we expect to make approximately $1.0 million in additional cash contributions to the pension plans.


15


9.
Stock-Based Compensation

In February 2016 and 2015, we granted two types of stock-based awards under the 2013 Incentive Plan: performance stock units (PSUs) and restricted stock units (RSUs).

PSU and RSU Awards
    
During the six months ended June 30, 2016, we granted 418,344 PSUs to our officers and other employees, subject to performance and service conditions. For the officers, the number of shares actually awarded will range from 0% and 200% of the target amount, depending upon Boise Cascade's 2016 return on invested capital (ROIC), determined in accordance with the related grant agreement. For the other employees, the number of shares actually awarded will range from 0% to 200% of the target amount, depending upon Boise Cascade’s 2016 EBITDA, defined as income before interest (interest expense, interest income, and change in fair value of interest rate swaps), income taxes, and depreciation and amortization, determined in accordance with the related grant agreement. Because the ROIC and EBITDA components contain 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 six months ended June 30, 2015, we granted 116,325 PSUs to our officers and other employees, subject to performance and service conditions. During the 2015 performance period, participants earned 63% of the target based on Boise Cascade’s 2015 EBITDA, determined by our Compensation Committee in accordance with the related grant agreement.

During the six months ended June 30, 2016 and 2015, we granted an aggregate of 330,678 and 139,535 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

The PSUs granted to officers, if earned, generally vest over one to three year periods from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date. All PSU grants are 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 each year after the grant date. 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 six months ended June 30, 2016 and 2015, the total fair value of PSUs and RSUs vested was $1.8 million and $3.2 million.

The following summarizes the activity of our PSUs and RSUs awarded under the 2013 Incentive Plan for the six months ended June 30, 2016:
 
PSUs
 
RSUs
 
Number of shares
 
Weighted Average Grant-Date Fair Value
 
Number of shares
 
Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2015
134,786

 
$
35.09

 
153,343

 
$
35.41

Granted
418,344

 
16.56

 
330,678

 
16.60

Vested
(32,057
)
 
36.12

 
(71,956
)
 
36.14

Forfeited (a)
(44,029
)
 
35.04

 
(3,481
)
 
22.01

Outstanding, June 30, 2016
477,044

 
$
18.78

 
408,584

 
$
20.17

__________________ 
(a)
Total PSUs forfeited during the six months ended June 30, 2016 includes 40,726 shares related to the performance condition adjustment, as participants earned 63% of the target based on Boise Cascade’s 2015 EBITDA.

16



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
June 30
 
Six Months Ended
June 30
 
2016
 
2015
 
2016
 
2015
 
(thousands)
PSUs
$
1,168

 
$
720

 
$
1,874

 
$
1,214

RSUs
1,005

 
841

 
1,911

 
1,403

Stock options

 
132

 
81

 
281

Total
$
2,173

 
$
1,693

 
$
3,866

 
$
2,898


The related tax benefit for the six months ended June 30, 2016 and 2015, was $1.5 million and $1.1 million, respectively. As of June 30, 2016, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $12.8 million, net of estimated forfeitures. This expense is expected to be recognized over a weighted-average period of 2.0 years.

10.    Stockholders' Equity    

Stock Repurchase

On February 25, 2015, our Board of Directors (Board) authorized a two million share repurchase program (Program) pursuant to which we may, from time to time, purchase shares of our common stock through various means including, without limitation, open market transactions, privately negotiated transactions, or accelerated share repurchase transactions. We are not obligated to purchase any shares and there is no set date that the Program will expire. The Board may increase or decrease the number of shares under the Program or terminate the Program in its discretion at any time. During 2016, we repurchased 180,100 shares under the Program at a cost of $2.6 million, or an average of $14.62 per share. During 2015, we repurchased 175,085 shares under the Program at a cost of $6.1 million, or $34.89 per share. The shares were purchased with cash on hand and are recorded as "Treasury stock" on our Consolidated Balance Sheet. As of June 30, 2016, there were 1,096,989 shares of common stock that may yet be purchased under the Program.

Accumulated Other Comprehensive Loss

The following table details the changes in accumulated other comprehensive loss for the three and six months ended June 30, 2016 and 2015:

 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
2016
 
2015
 
2016
 
2015
 
(thousands)
Beginning Balance, net of taxes
$
(92,538
)
 
$
(100,204
)
 
$
(93,015
)
 
$
(101,498
)
Net actuarial gain, before taxes

 
19,345

 

 
19,345

Amortization of actuarial loss, before taxes (a)
478

 
1,312

 
956

 
2,910

Effect of settlements, before taxes (a)

 

 
297

 
501

Income taxes
(184
)
 
(7,926
)
 
(482
)
 
(8,731
)
Ending Balance, net of taxes
$
(92,244
)
 
$
(87,473
)
 
$
(92,244
)
 
$
(87,473
)
___________________________________ 
 

17


(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 8, Retirement and Benefit Plans.

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 Packaging Corporation of America (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 $4.5 million and $5.0 million, respectively, during the three months ended June 30, 2016 and 2015, and $9.2 million and $11.3 million, respectively, during the six months ended June 30, 2016 and 2015. 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 $23.2 million, respectively, during the three months ended June 30, 2016 and 2015, and $43.4 million and $45.1 million, respectively, during the six months ended June 30, 2016 and 2015. 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 2015 Form 10-K.
 
An analysis of our operations by segment is as follows: 
 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
 
 
 
 
(Loss)
 
 
 
 
 
 
Sales
 
Before
 
Depreciation
 
 
 
 
 
 
Inter-
 
 
 
Income
 
and
 
EBITDA
 
 
Trade
 
segment
 
Total
 
Taxes
 
Amortization
 
(a)
 
 
(millions)
Three Months Ended June 30, 2016
 
 

 
 

 
 

 
 

 
 

Wood Products
 
$
193.6

 
$
152.7

 
$
346.4

 
$
16.3

 
$
14.8

 
$
31.1

Building Materials Distribution
 
850.0

 

 
850.0

 
29.1

 
3.4

 
32.5

Corporate and Other
 
0.1

 

 
0.1

 
(7.5
)
 
0.4

 
(7.1
)
Intersegment eliminations
 

 
(152.7
)
 
(152.7
)
 

 

 

 
 
$
1,043.8

 
$

 
$
1,043.8

 
37.9

 
$
18.6

 
$
56.4

Interest expense
 
 
 
 
 
 
 
(6.4
)
 
 
 


Interest income
 
 
 
 
 
 
 

 
 
 


Change in fair value of interest rate swaps
 
 
 
 
 
 
 
(1.5
)
 
 
 
 
 
 

 


 


 
$
30.0

 


 
 


18


 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
 
 
 
 
(Loss)
 
 
 
 
 
 
Sales
 
Before
 
Depreciation
 
 
 
 
 
 
Inter-
 
 
 
Income
 
and
 
EBITDA
 
 
Trade
 
segment
 
Total
 
Taxes
 
Amortization
 
(a)
 
 
(millions)
Three Months Ended June 30, 2015
 
 

 
 

 
 

 
 

 
 

Wood Products
 
$
193.5

 
$
146.4

 
$
339.9

 
$
23.7

 
$
10.3

 
$
34.1

Building Materials Distribution
 
761.9

 
0.2

 
762.1

 
19.6

 
2.9

 
22.5

Corporate and Other
 

 

 

 
(5.9
)
 
0.1

 
(5.8
)
Intersegment eliminations
 

 
(146.6
)
 
(146.6
)
 

 

 

 
 
$
955.4

 
$

 
$
955.4

 
37.4

 
$
13.3

 
$
50.7

Interest expense
 
 
 
 
 
 
 
(5.6
)
 
 
 
 
Interest income
 
 
 
 
 
 
 
0.1

 
 
 
 
 
 


 


 


 
$
31.9

 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
 
 
 
 
(Loss)
 
 
 
 
 
 
Sales
 
Before
 
Depreciation
 
 
 
 
 
 
Inter-
 
 
 
Income
 
and
 
EBITDA
 
 
Trade
 
segment
 
Total
 
Taxes
 
Amortization
 
(a)
 
 
(millions)
Six Months Ended June 30, 2016
 
 

 
 

 
 

 
 

 
 

Wood Products
 
$
356.9

 
$
292.9

 
$
649.8

 
$
22.2

 
$
26.4

 
$
48.6

Building Materials Distribution
 
1,567.3

 

 
1,567.3

 
42.5

 
6.6

 
49.1

Corporate and Other
 
0.3

 

 
0.3

 
(13.2
)
 
0.8

 
(12.4
)
Intersegment eliminations
 

 
(292.9
)
 
(292.9
)
 

 

 

 
 
$
1,924.5

 
$

 
$
1,924.5

 
51.5

 
$
33.8

 
$
85.3

Interest expense
 
 
 
 
 
 
 
(12.2
)
 
 
 
 
Interest income
 
 
 
 
 
 
 
0.2

 
 
 
 
Change in fair value of interest rate swaps
 
 
 
 
 
 
 
(1.6
)
 
 
 
 
 
 
 
 
 
 
 
 
$
37.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
 
 
 
 
(Loss)
 
 
 
 
 
 
Sales
 
Before
 
Depreciation
 
 
 
 
 
 
Inter-
 
 
 
Income
 
and
 
EBITDA
 
 
Trade
 
segment
 
Total
 
Taxes
 
Amortization
 
(a)
 
 
(millions)
Six Months Ended June 30, 2015
 
 

 
 

 
 

 
 

 
 

Wood Products
 
$
380.5

 
$
268.7

 
$
649.2

 
$
44.6

 
$
21.1

 
$
65.7

Building Materials Distribution
 
1,384.8

 
0.2

 
1,385.0

 
22.9

 
5.6

 
28.5

Corporate and Other
 

 

 

 
(12.5
)
 
0.1

 
(12.4
)
Intersegment eliminations
 

 
(268.9
)
 
(268.9
)
 

 

 

 
 
$
1,765.3

 
$

 
$
1,765.3

 
55.0

 
$
26.9

 
$
81.8

Interest expense
 
 
 
 
 
 
 
(11.1
)
 
 
 
 
Interest income
 
 
 
 
 
 
 
0.1

 
 
 
 
 
 
 
 
 
 
 
 
$
44.1

 
 
 
 
__________________ 

(a)
EBITDA is defined as income (loss) before interest (interest expense, interest income, and change in fair value of interest rate swaps), 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

19


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
June 30
 
Six Months Ended
June 30
 
2016
 
2015
 
2016
 
2015
 
(millions)
Net income
$
19.2

 
$
20.2

 
$
24.2

 
$
27.8

Interest expense
6.4

 
5.6

 
12.2

 
11.1

Interest income

 
(0.1
)
 
(0.2
)
 
(0.1
)
Change in fair value of interest rate swaps
1.5

 

 
1.6

 

Income tax provision
10.7

 
11.6

 
13.7

 
16.2

Depreciation and amortization
18.6

 
13.3

 
33.8

 
26.9

EBITDA
$
56.4

 
$
50.7

 
$
85.3

 
$
81.8


13.    Commitments, Legal Proceedings and Contingencies, and Guarantees
 
Commitments
 
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 2015 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. As of June 30, 2016, there have been no material changes to the above commitments disclosed in the 2015 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 2015 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of June 30, 2016, there have been no material changes to the guarantees disclosed in the 2015 Form 10-K.  

14.
Consolidating Guarantor and Nonguarantor Financial Information
 
The following consolidating financial information presents the Statements of Comprehensive Income, 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

20


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.

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.


21


Boise Cascade Company and Subsidiaries
Consolidating Statements of Comprehensive Income
For the Three Months Ended June 30, 2016
(unaudited) 
 
 
Boise
Cascade Company (Parent)
 
Guarantor
Subsidiaries
 
Non-
guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(thousands)
Sales
 
 

 
 

 
 

 
 

 
 

Trade
 
$
103

 
$
1,039,139

 
$
4,531

 
$

 
$
1,043,773

Intercompany
 

 

 
5,727

 
(5,727
)
 

 
 
103

 
1,039,139

 
10,258

 
(5,727
)
 
1,043,773

 
 
 
 
 
 
 
 
 
 
 
Costs and expenses
 
 

 
 

 
 

 
 

 
 

Materials, labor, and other operating expenses (excluding depreciation)
 
258

 
891,237

 
9,263

 
(6,043
)
 
894,715

Depreciation and amortization
 
428

 
17,842

 
282

 

 
18,552

Selling and distribution expenses
 
174

 
76,306

 
375

 

 
76,855

General and administrative expenses
 
6,767

 
8,529

 

 
316

 
15,612

Other (income) expense, net
 
13

 
32

 
127

 

 
172

 
 
7,640

 
993,946

 
10,047

 
(5,727
)
 
1,005,906

 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
(7,537
)
 
45,193

 
211

 

 
37,867

 
 
 
 
 
 
 
 
 
 
 
Foreign currency exchange gain (loss)
 
40

 
22

 
(34
)
 

 
28

Interest expense
 
(6,391
)
 
(36
)
 

 

 
(6,427
)
Interest income
 
7

 
20

 

 

 
27

Change in fair value of interest rate swaps
 
(1,532
)
 

 

 

 
(1,532
)
 
 
(7,876
)
 
6

 
(34
)
 

 
(7,904
)
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes and equity in net income of affiliates
 
(15,413
)
 
45,199

 
177

 

 
29,963

Income tax (provision) benefit
 
(10,767
)
 
32

 

 

 
(10,735
)
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before equity in net income of affiliates
 
(26,180
)
 
45,231

 
177

 

 
19,228

Equity in net income of affiliates
 
45,408

 

 

 
(45,408
)
 

Net income
 
19,228

 
45,231

 
177

 
(45,408
)
 
19,228

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax
 
 
 
 
 
 
 
 
 
 
  Defined benefit pension plans
 
 
 
 
 
 
 
 
 
 
Amortization of actuarial loss
 
294

 

 

 

 
294

Other comprehensive income, net of tax
 
294

 

 

 

 
294

Comprehensive income
 
$
19,522

 
$
45,231

 
$
177

 
$
(45,408
)
 
$
19,522



22


Boise Cascade Company and Subsidiaries
Consolidating Statements of Comprehensive Income
For the Three Months Ended June 30, 2015
(unaudited) 
 
 
Boise
Cascade Company (Parent)
 
Guarantor
Subsidiaries
 
Non-
guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(thousands)
Sales
 
 

 
 

 
 

 
 

 
 

Trade
 
$

 
$
951,728

 
$
3,669

 
$

 
$
955,397

Intercompany
 

 

 
5,853

 
(5,853
)
 

 
 

 
951,728

 
9,522

 
(5,853
)
 
955,397

 
 
 
 
 
 
 
 
 
 
 
Costs and expenses
 
 

 
 

 
 

 
 

 
 

Materials, labor, and other operating expenses (excluding depreciation)
 
405

 
822,032

 
8,050

 
(5,904
)
 
824,583

Depreciation and amortization
 
64

 
12,926

 
291

 

 
13,281

Selling and distribution expenses
 
314

 
67,493

 
447

 

 
68,254

General and administrative expenses
 
5,143

 
6,824

 

 
51

 
12,018

Other (income) expense, net
 
(22
)
 
(4
)
 
(72
)
 

 
(98
)
 
 
5,904

 
909,271

 
8,716

 
(5,853
)
 
918,038

 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
(5,904
)
 
42,457

 
806

 

 
37,359

 
 
 
 
 
 
 
 
 
 
 
Foreign currency exchange gain (loss)
 
(83
)
 
44

 
80

 

 
41

Interest expense
 
(5,578
)
 
(13
)
 

 

 
(5,591
)
Interest income
 
21

 
37

 

 

 
58

 
 
(5,640
)
 
68

 
80

 

 
(5,492
)
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes and equity in net income of affiliates
 
(11,544
)
 
42,525

 
886

 

 
31,867

Income tax (provision) benefit
 
(11,663
)
 
26

 

 

 
(11,637
)
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before equity in net income of affiliates
 
(23,207
)
 
42,551

 
886

 

 
20,230

Equity in net income of affiliates
 
43,437

 

 

 
(43,437
)
 

Net income
 
20,230

 
42,551

 
886

 
(43,437
)
 
20,230

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax
 
 
 
 
 
 
 
 
 
 
  Defined benefit pension plans
 
 
 
 
 
 
 
 
 
 
     Actuarial gain
 
11,923

 

 

 

 
11,923

Amortization of actuarial loss
 
808

 

 

 

 
808

Other comprehensive income, net of tax
 
12,731

 

 

 

 
12,731

Comprehensive income
 
$
32,961

 
$
42,551

 
$
886

 
$
(43,437
)
 
$
32,961










23


Boise Cascade Company and Subsidiaries
Consolidating Statements of Comprehensive Income
For the Six Months Ended June 30, 2016
(unaudited) 
 
 
Boise
Cascade Company (Parent)
 
Guarantor
Subsidiaries
 
Non-
guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(thousands)
Sales
 
 

 
 

 
 

 
 

 
 

Trade
 
$
289

 
$
1,916,211

 
$
7,968

 
$

 
$
1,924,468

Intercompany
 

 

 
11,239

 
(11,239
)
 

 
 
289

 
1,916,211

 
19,207

 
(11,239
)
 
1,924,468

 
 
 
 
 
 
 
 
 
 
 
Costs and expenses
 
 

 
 

 
 

 
 

 
 

Materials, labor, and other operating expenses, (excluding depreciation)
 
500

 
1,658,122

 
17,408

 
(11,771
)
 
1,664,259

Depreciation and amortization
 
798

 
32,427

 
565

 

 
33,790

Selling and distribution expenses
 
337

 
143,753

 
806

 

 
144,896

General and administrative expenses
 
12,002

 
19,130

 

 
532

 
31,664

Other (income) expense, net
 
13

 
(1,592
)
 
166

 

 
(1,413
)
 
 
13,650

 
1,851,840

 
18,945

 
(11,239
)
 
1,873,196

 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
(13,361
)
 
64,371

 
262

 

 
51,272

 
 
 
 
 
 
 
 
 
 
 
Foreign currency exchange gain
 
67

 
99

 
60

 

 
226

Interest expense
 
(12,155
)
 
(74
)
 

 

 
(12,229
)
Interest income
 
119

 
57

 

 

 
176

Change in fair value of interest rate swaps
 
(1,601
)
 

 

 

 
(1,601
)
 
 
(13,570
)
 
82

 
60

 

 
(13,428
)
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes and equity in net income of affiliates
 
(26,931
)
 
64,453

 
322

 

 
37,844

Income tax (provision) benefit
 
(13,723
)
 
57

 

 

 
(13,666
)
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before equity in net income of affiliates
 
(40,654
)
 
64,510

 
322

 

 
24,178

Equity in net income of affiliates
 
64,832

 

 

 
(64,832
)
 

Net income
 
24,178

 
64,510

 
322

 
(64,832
)
 
24,178

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax
 
 
 
 
 
 
 
 
 
 
  Defined benefit pension plans
 
 
 
 
 
 
 
 
 
 
     Amortization of actuarial loss
 
588

 

 

 

 
588

Effect of settlements
 
183

 

 

 

 
183

Other comprehensive income, net of tax
 
771

 

 

 

 
771

Comprehensive income
 
$
24,949

 
$
64,510

 
$
322

 
$
(64,832
)
 
$
24,949









24


Boise Cascade Company and Subsidiaries
Consolidating Statements of Comprehensive Income
For the Six Months Ended June 30, 2015
(unaudited) 
 
 
Boise
Cascade Company (Parent)
 
Guarantor
Subsidiaries
 
Non-
guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(thousands)
Sales
 
 

 
 

 
 

 
 

 
 

Trade
 
$

 
$
1,759,455

 
$
5,845

 
$

 
$
1,765,300

Intercompany
 

 

 
9,892

 
(9,892
)
 

 
 

 
1,759,455

 
15,737

 
(9,892
)
 
1,765,300

 
 
 
 
 
 
 
 
 
 
 
Costs and expenses
 
 
 
 
 
 
 
 
 
 
Materials, labor, and other operating expenses, (excluding depreciation)
 
1,255

 
1,524,885

 
13,699

 
(10,217
)
 
1,529,622

Depreciation and amortization
 
122

 
26,165

 
581

 

 
26,868

Selling and distribution expenses
 
869

 
128,256

 
1,009

 

 
130,134

General and administrative expenses
 
10,436

 
13,265

 

 
325

 
24,026

Other (income) expense, net
 
(247
)
 
153

 
(303
)
 

 
(397
)
 
 
12,435

 
1,692,724

 
14,986

 
(9,892
)
 
1,710,253

 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
(12,435
)
 
66,731

 
751

 

 
55,047

 
 
 
 
 
 
 
 
 
 
 
Foreign currency exchange gain (loss)
 
(255
)
 
177

 
12

 

 
(66
)
Interest expense
 
(11,059
)
 
(13
)
 

 

 
(11,072
)
Interest income
 
39

 
109

 

 

 
148

 
 
(11,275
)
 
273

 
12

 

 
(10,990
)
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes and equity in net income of affiliates
 
(23,710
)
 
67,004

 
763

 

 
44,057

Income tax (provision) benefit
 
(16,267
)
 
57

 

 

 
(16,210
)
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before equity in net income of affiliates
 
(39,977
)
 
67,061

 
763

 

 
27,847

Equity in net income of affiliates
 
67,824

 

 

 
(67,824
)
 

Net income
 
27,847

 
67,061

 
763

 
(67,824
)
 
27,847

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax
 
 
 
 
 
 
 
 
 
 
  Defined benefit pension plans
 
 
 
 
 
 
 
 
 
 
     Actuarial gain
 
11,923

 

 

 

 
11,923

Amortization of actuarial loss
 
1,793

 

 

 

 
1,793

Effect of settlements
 
309

 

 

 

 
309

Other comprehensive income, net of tax
 
14,025

 

 

 

 
14,025

Comprehensive income
 
$
41,872

 
$
67,061

 
$
763

 
$
(67,824
)
 
$
41,872




25


Boise Cascade Company and Subsidiaries
Consolidating Balance Sheets at June 30, 2016
(unaudited)
 
 
Boise
Cascade Company (Parent)
 
Guarantor
Subsidiaries
 
Non-
guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(thousands)
ASSETS
 
 

 
 

 
 

 
 

 
 

Current
 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
 
$
96,030

 
$
11

 
$
48

 
$

 
$
96,089

Receivables
 
 
 
 
 
 
 
 
 
 

Trade, less allowances
 
36

 
277,624

 
1,044

 

 
278,704

Related parties
 

 
376

 

 

 
376

Other
 
850

 
6,220

 
318

 

 
7,388

Inventories
 

 
456,093

 
5,905

 

 
461,998

Prepaid expenses and other
 
8,143

 
2,467

 
145

 

 
10,755

Total current assets
 
105,059

 
742,791

 
7,460

 

 
855,310

 
 
 
 
 
 
 
 
 
 
 
Property and equipment, net
 
5,214

 
541,128

 
6,434

 

 
552,776

Timber deposits
 

 
12,246

 

 

 
12,246

Goodwill
 

 
55,433

 

 

 
55,433

Intangible assets, net
 

 
15,893

 

 

 
15,893

Other assets
 
761

 
11,069

 

 

 
11,830

Investments in affiliates
 
1,059,060

 

 

 
(1,059,060
)
 

Total assets
 
$
1,170,094

 
$
1,378,560

 
$
13,894

 
$
(1,059,060
)
 
$
1,503,488



26



Boise Cascade Company and Subsidiaries
Consolidating Balance Sheets at June 30, 2016 (continued)
(unaudited)
 
 
Boise
Cascade Company (Parent)
 
Guarantor
Subsidiaries
 
Non-
guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 

 
 

 
 

 
 

 
 

Current
 
 

 
 

 
 

 
 

 
 

Accounts payable
 
 

 
 

 
 

 
 

 
 

Trade
 
$
8,286

 
$
238,256

 
$
1,198

 
$

 
$
247,740

Related parties
 

 
1,954

 

 

 
1,954

Accrued liabilities
 

 

 

 

 
 

Compensation and benefits
 
16,808

 
40,026

 
416

 

 
57,250

Interest payable
 
3,403

 

 

 

 
3,403

Other
 
7,425

 
42,207

 
1,154

 

 
50,786

Total current liabilities
 
35,922

 
322,443

 
2,768

 

 
361,133

 
 
 
 
 
 
 
 
 
 
 
Debt
 
 

 
 

 
 

 
 

 
 

Long-term debt
 
464,586

 

 

 

 
464,586

 
 
 
 
 
 
 
 
 
 
 
Other
 
 

 
 

 
 

 
 

 
 

Compensation and benefits
 
93,614

 

 

 

 
93,614

Other long-term liabilities
 
15,953

 
7,739

 
444

 

 
24,136

 
 
109,567

 
7,739

 
444

 

 
117,750

 
 
 
 
 
 
 
 
 
 
 
Commitments and contingent liabilities
 


 


 


 


 


 
 
 
 
 
 
 
 
 
 
 
Stockholders' equity
 
 

 
 

 
 

 
 

 
 

Preferred stock
 

 

 

 

 

Common stock
 
435

 

 

 

 
435

Treasury stock
 
(126,343
)
 

 

 

 
(126,343
)
Additional paid-in capital
 
511,097

 

 

 

 
511,097

Accumulated other comprehensive loss
 
(92,244
)
 

 

 

 
(92,244
)
Retained earnings
 
267,074

 

 

 

 
267,074

Subsidiary equity
 

 
1,048,378

 
10,682

 
(1,059,060
)
 

Total stockholders' equity
 
560,019

 
1,048,378

 
10,682

 
(1,059,060
)
 
560,019

Total liabilities and stockholders' equity
 
$
1,170,094

 
$
1,378,560

 
$
13,894

 
$
(1,059,060
)
 
$
1,503,488




27


Boise Cascade Company and Subsidiaries
Consolidating Balance Sheets at December 31, 2015
 
 
Boise
Cascade Company (Parent)
 
Guarantor
Subsidiaries
 
Non-
guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(thousands)
ASSETS
 
 

 
 

 
 

 
 

 
 

Current
 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
 
$
184,434

 
$
11

 
$
51

 
$

 
$
184,496

Receivables
 
 
 
 
 
 
 
 
 
 

Trade, less allowances
 
8

 
186,488

 
642

 

 
187,138

Related parties
 

 
1,065

 

 

 
1,065

Other
 
925

 
9,712

 
224

 

 
10,861

Inventories
 

 
378,589

 
6,268

 

 
384,857

Prepaid expenses and other
 
15,032

 
7,620

 
1

 
(5,500
)
 
17,153

Total current assets
 
200,399

 
583,485

 
7,186

 
(5,500
)
 
785,570

 
 
 
 
 
 
 
 
 
 
 
Property and equipment, net
 
5,020

 
391,057

 
6,589

 

 
402,666

Timber deposits
 

 
15,848

 

 

 
15,848

Goodwill
 

 
21,823

 

 

 
21,823

Intangible assets, net
 

 
10,090

 

 

 
10,090

Other assets
 
1,503

 
11,091

 
15

 

 
12,609

Investments in affiliates
 
801,934

 

 

 
(801,934
)
 

Total assets
 
$
1,008,856

 
$
1,033,394

 
$
13,790

 
$
(807,434
)
 
$
1,248,606




28


Boise Cascade Company and Subsidiaries
Consolidating Balance Sheets at December 31, 2015
 (continued)
 
 
Boise
Cascade Company (Parent)
 
Guarantor
Subsidiaries
 
Non-
guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 

 
 

 
 

 
 

 
 

Current
 
 

 
 

 
 

 
 

 
 

Accounts payable
 
 

 
 

 
 

 
 

 
 

Trade
 
$
4,552

 
$
153,953

 
$
524

 
$

 
$
159,029

Related parties
 

 
1,442

 

 

 
1,442

Accrued liabilities
 
 
 
 
 
 
 
 
 
 

Compensation and benefits
 
16,034

 
38,399

 
279

 

 
54,712

Interest payable
 
3,389

 

 

 

 
3,389

Other
 
1,958

 
36,617

 
7,003

 
(5,500
)
 
40,078

Total current liabilities
 
25,933

 
230,411

 
7,806

 
(5,500
)
 
258,650

 
 
 
 
 
 
 
 
 
 
 
Debt
 
 

 
 

 
 

 
 

 
 

Long-term debt
 
344,589

 

 

 

 
344,589

 
 
 
 
 
 
 
 
 
 
 
Other
 
 

 
 

 
 

 
 

 
 

Compensation and benefits
 
93,355

 

 

 

 
93,355

Other long-term liabilities
 
10,309

 
7,033

 

 

 
17,342

 
 
103,664

 
7,033

 

 

 
110,697

 
 
 
 
 
 
 
 
 
 
 
Commitments and contingent liabilities
 


 


 


 


 


 
 
 
 
 
 
 
 
 
 
 
Stockholders' equity
 
 

 
 

 
 

 
 

 
 

Preferred stock
 

 

 

 

 

Common stock
 
434

 

 

 

 
434

Treasury stock
 
(123,711
)
 

 

 

 
(123,711
)
Additional paid-in capital
 
508,066

 

 

 

 
508,066

Accumulated other comprehensive loss
 
(93,015
)
 

 

 

 
(93,015
)
Retained earnings
 
242,896

 

 

 

 
242,896

Subsidiary equity
 

 
795,950

 
5,984

 
(801,934
)
 

Total stockholders' equity
 
534,670

 
795,950

 
5,984

 
(801,934
)
 
534,670

Total liabilities and stockholders' equity
 
$
1,008,856

 
$
1,033,394

 
$
13,790

 
$
(807,434
)
 
$
1,248,606



29


Boise Cascade Company and Subsidiaries
Consolidating Statements of Cash Flows
For the Six Months Ended June 30, 2016
(unaudited)
 
 
Boise
Cascade Company (Parent)
 
Guarantor
Subsidiaries
 
Non-
guarantor
Subsidiaries
 
 
Eliminations
 
Consolidated
 
 
(thousands)
Cash provided by (used for) operations
 
 

 
 

 
 

 
 

 
 

Net income
 
$
24,178

 
$
64,510

 
$
322

 
$
(64,832
)
 
$
24,178

Items in net income not using (providing) cash
 
 

 
 

 
 

 
 

 
 

Equity in net income of affiliates
 
(64,832
)
 

 

 
64,832

 

Depreciation and amortization, including deferred financing costs and other
 
1,669

 
32,427

 
565

 

 
34,661

Stock-based compensation
 
3,866

 

 

 

 
3,866

Pension expense
 
1,212

 

 

 

 
1,212

Deferred income taxes
 
3,901

 

 

 

 
3,901

Change of fair value of interest rate swaps
 
1,601

 

 

 

 
1,601

Other
 
27

 
45

 

 

 
72

Decrease (increase) in working capital, net of acquisitions
 
 

 
 

 
 

 
 

 
 

Receivables
 
47

 
(76,488
)
 
(496
)
 

 
(76,937
)
Inventories
 

 
(59,667
)
 
363

 

 
(59,304
)
Prepaid expenses and other
 
(4,017
)
 
5,153

 
(144
)
 
(5,500
)
 
(4,508
)
Accounts payable and accrued liabilities
 
3,793

 
92,133

 
(5,023
)
 
5,500

 
96,403

Pension contributions
 
(2,778
)
 

 

 

 
(2,778
)
Income taxes payable
 
18,695

 
1

 

 

 
18,696

Other
 
961

 
3,535

 
459

 

 
4,955

Net cash provided by (used for) operations
 
(11,677
)
 
61,649

 
(3,954
)
 

 
46,018

Cash provided by (used for) investment
 
 

 
 

 
 

 
 

 
 

Expenditures for property and equipment
 
(874
)
 
(33,801
)
 
(426
)
 

 
(35,101
)
Acquisitions of businesses and facilities
 

 
(215,900
)
 

 

 
(215,900
)
Proceeds from sales of assets and other
 

 
254

 
1

 

 
255

Net cash used for investment
 
(874
)
 
(249,447
)
 
(425
)
 

 
(250,746
)
Cash provided by (used for) financing
 
 

 
 

 
 

 
 

 
 

Borrowings of long-term debt, including revolving credit facility
 
352,700

 

 

 

 
352,700

Payments on revolving credit facility
 
(232,700
)
 

 

 

 
(232,700
)
Treasury stock purchased
 
(2,632
)
 

 

 

 
(2,632
)
Financing costs
 
(543
)
 

 

 

 
(543
)
Tax withholding payments on stock-based awards
 
(383
)
 

 

 

 
(383
)
Other
 
(1
)
 
(120
)
 

 

 
(121
)
Due to (from) affiliates
 
(192,294
)
 
187,918

 
4,376

 

 

Net cash provided by (used for) financing
 
(75,853
)
 
187,798

 
4,376

 

 
116,321

Net decrease in cash and cash equivalents
 
(88,404
)
 

 
(3
)
 

 
(88,407
)
Balance at beginning of the period
 
184,434

 
11

 
51

 

 
184,496

Balance at end of the period
 
$
96,030

 
$
11

 
$
48

 
$

 
$
96,089


30



Boise Cascade Company and Subsidiaries
Consolidating Statements of Cash Flows
For the Six Months Ended June 30, 2015
(unaudited)
 
 
Boise
Cascade Company (Parent)
 
Guarantor
Subsidiaries
 
Non-
guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
 
(thousands)
Cash provided by (used for) operations
 
 

 
 

 
 

 
 

 
 

Net income
 
$
27,847

 
$
67,061

 
$
763

 
$
(67,824
)
 
$
27,847

Items in net income not using (providing) cash
 
 
 
 
 
 
 
 
 
 

Equity in net income of affiliates
 
(67,824
)
 

 

 
67,824

 

Depreciation and amortization, including deferred financing costs and other
 
892

 
26,165

 
581

 

 
27,638

Stock-based compensation
 
2,898

 

 

 

 
2,898

Pension expense
 
2,881

 

 

 

 
2,881

Deferred income taxes
 
7,187

 

 

 

 
7,187

Other
 
(474
)
 
(148
)
 

 

 
(622
)
Decrease (increase) in working capital
 
 
 
 
 
 
 
 
 
 
Receivables
 
93

 
(61,486
)
 
(492
)
 

 
(61,885
)
Inventories
 

 
(18,993
)
 
(1,660
)
 

 
(20,653
)
Prepaid expenses and other
 
(3,411
)
 
25

 
11

 

 
(3,375
)
Accounts payable and accrued liabilities
 
(2,927
)
 
81,298

 
86

 

 
78,457

Pension contributions
 
(53,203
)
 

 

 

 
(53,203
)
Income taxes payable
 
14,500

 

 
(1
)
 

 
14,499

Other
 
(2,095
)
 
157

 
(16
)
 

 
(1,954
)
Net cash provided by (used for) operations
 
(73,636
)
 
94,079

 
(728
)
 

 
19,715

Cash provided by (used for) investment
 
 

 
 

 
 

 
 

 
 

Expenditures for property and equipment
 
(958
)
 
(30,466
)
 
(9
)
 

 
(31,433
)
Proceeds from sales of assets and other
 

 
273

 
(10
)
 

 
263

Net cash used for investment
 
(958
)
 
(30,193
)
 
(19
)
 

 
(31,170
)
Cash provided by (used for) financing
 
 

 
 

 
 

 
 

 
 

Borrowings of long-term debt
 
50,000

 

 

 

 
50,000

Treasury stock purchased
 
(6,109
)
 

 

 

 
(6,109
)
Financing costs
 
(655
)
 

 

 

 
(655
)
Tax withholding payments on stock-based awards
 
(1,063
)
 

 

 

 
(1,063
)
Other
 
660

 

 

 

 
660

Due to (from) affiliates
 
63,152

 
(63,888
)
 
736

 

 

Net cash provided by (used for) financing
 
105,985

 
(63,888
)
 
736

 

 
42,833

Net increase (decrease) in cash and cash equivalents
 
31,391

 
(2
)
 
(11
)
 

 
31,378

Balance at beginning of the period
 
163,512

 
23

 
14

 

 
163,549

Balance at end of the period
 
$
194,903

 
$
21

 
$
3

 
$

 
$
194,927


31


ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

Understanding Our Financial Information
 
This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes in "Item 1. Financial Statements" of this Form 10-Q, as well as our 2015 Form 10-K. The following discussion includes statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other nonhistorical statements in the discussion, are forward-looking. These forward-looking statements include, without limitation, any statement that may predict, indicate, or imply future results, performance, or achievements and may contain the words "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Item 1A. Risk Factors" in our 2015 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission (SEC). We do not assume an obligation to update any forward-looking statement. Our future actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form 10-Q.
 
Background
 
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 and its consolidated subsidiaries. Boise Cascade is a large, vertically-integrated wood products manufacturer and building materials distributor. We have three reportable segments: (i) Wood Products, which manufactures plywood, engineered wood products (EWP), ponderosa pine lumber, studs, and particleboard; (ii) Building Materials Distribution, which is a wholesale distributor of building materials; and (iii) Corporate and Other, which includes corporate support staff services, related assets and liabilities, pension plan activity, and foreign currency exchange gains and losses. For more information, see Note 12, Segment Information, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Executive Overview
 
We recorded income from operations of $37.9 million during the three months ended June 30, 2016, compared with income from operations of $37.4 million during the three months ended June 30, 2015. In our Wood Products segment, income decreased $7.4 million to $16.3 million for the three months ended June 30, 2016, from $23.7 million for the three months ended June 30, 2015. The decrease in segment income was due primarily to lower plywood and lumber sales prices, as well as higher OSB costs used in the manufacture of I-joists. In addition, depreciation and amortization expense increased due to the acquisition of two engineered wood products facilities on March 31, 2016, and other capital expenditures. These decreases were offset partially by improved sales volumes and prices of EWP. In our Building Materials Distribution segment, income increased $9.5 million to $29.1 million for the three months ended June 30, 2016, from $19.6 million for the three months ended June 30, 2015, driven primarily by a higher gross margin of $18.8 million, offset partially by increased selling and distribution expenses and general and administrative expenses of $7.7 million and $1.0 million, respectively. These changes are discussed further in "Our Operating Results" below.

On March 31, 2016, we completed the purchase of two engineered wood products facilities located in Thorsby, Alabama, and Roxboro, North Carolina (Acquisition) for an aggregate purchase price of $215.9 million, including closing date working capital of $25.9 million. These facilities will complement our existing Wood Products business and enable us to better serve our customers in the eastern and southeastern United States.

At June 30, 2016, we had $96.1 million of cash and cash equivalents and $319.1 million of unused committed bank line availability under our Revolving Credit Facility. We used $88.4 million of cash during the six months ended June 30, 2016. The net decrease in cash was primarily due to the Acquisition, which was partially financed through new borrowings. A further description of our cash sources and uses for the six month comparative periods are discussed further in "Liquidity and Capital Resources" below.

Demand for our products correlates with the level of residential construction activity in the U.S., which has historically been cyclical. As of July 2016, the Blue Chip Economic Indicators consensus forecast for 2016 single- and multi-family housing starts in the U.S. was 1.20 million units, compared with actual housing starts of 1.11 million in 2015 and 1.00

32


million in 2014, as reported by the U.S. Census Bureau. Single-family housing starts have represented approximately two thirds of total housing starts in recent years and are the primary driver of our sales.

We believe continued employment growth, wage growth, prospective home buyers' access to financing, improved consumer confidence, as well as other factors, will be necessary to increase household formation rates. Improved household formation rates in turn will help stimulate new construction.

We expect to continue to experience modest demand growth for the products we manufacture and distribute in 2016 and we remain optimistic that the overall improvement in demand for our products will continue as household formation rates and residential construction recover. Future commodity product pricing could be volatile in response to industry operating rates, net import and export activity, inventory levels in our distribution channels, and seasonal demand patterns. We expect to manage our production levels to our sales demand, which will likely result in operating some of our facilities below their capacity, and could also include temporary plant curtailments such as those recently taken in our plywood operations.
 
Factors That Affect Our Operating Results and Trends
 
Our results of operations and financial performance are influenced by a variety of factors, including the following:

the commodity nature of our products and their price movements, which are driven largely by capacity utilization rates, industry cycles that affect supply and demand, and net import and export activity;

general economic conditions, including but not limited to housing starts, repair-and-remodeling activity, and light commercial construction, inventory levels of new and existing homes for sale, foreclosure rates, interest rates, unemployment rates, household formation rates, and mortgage availability and pricing, as well as other consumer financing mechanisms, that ultimately affect demand for our products;

the highly competitive nature of our industry;

material disruptions and/or major equipment failure at our manufacturing facilities;

concentration of our sales among a relatively small group of customers;

our ability to successfully and efficiently complete and integrate potential acquisitions;

the need to successfully formulate and implement succession plans for certain members of our senior management team;

labor disruptions, shortages of skilled and technical labor, or increased labor costs;

availability and affordability of raw materials, including wood fiber and glues and resins;

substantial ongoing capital investment costs, including those associated with recent acquisitions, and the difficulty in offsetting fixed costs related to those investments if the housing market does not recover further;

disruptions to information systems used to process and store customer, employee, and vendor information, as well as the technology that manages our operations and other business processes;

the financial condition and creditworthiness of our customers;

the cost and availability of third-party transportation services used to deliver the goods we manufacture and distribute, as well as our raw materials;

the impact of actuarial assumptions and regulatory activity on pension costs and pension funding requirements;

our indebtedness, including the possibility that we may not generate sufficient cash flows from operations or that future borrowings may not be available in amounts sufficient to fulfill our debt obligations and fund other liquidity needs;


33


declines in demand for our products due to competing technologies or materials, as well as changes in building code provisions;

impairment of our long-lived assets, goodwill, and/or intangible assets;

cost of compliance with government regulations, in particular environmental regulations;

exposure to product liability, product warranty, casualty, construction defect, and other claims;

restrictive covenants contained in our debt agreements;

fluctuations in the market for our equity; and

the other factors described in "Item 1A. Risk Factors" in our 2015 Form 10-K.

34



Our Operating Results
 
The following tables set forth our operating results in dollars and as a percentage of sales for the three and six months ended June 30, 2016 and 2015:
 
 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
2016
 
2015
 
2016
 
2015
 
(millions)
Sales
$
1,043.8

 
$
955.4

 
$
1,924.5

 
$
1,765.3

 
 
 
 
 
 
 
 
Costs and expenses
 

 
 

 
 

 
 

Materials, labor, and other operating expenses (excluding depreciation)
894.7

 
824.6

 
1,664.3

 
1,529.6

Depreciation and amortization
18.6

 
13.3

 
33.8

 
26.9

Selling and distribution expenses
76.9

 
68.3

 
144.9

 
130.1

General and administrative expenses
15.6

 
12.0

 
31.7

 
24.0

Other (income) expense, net
0.2

 
(0.1
)
 
(1.4
)
 
(0.4
)
 
1,005.9

 
918.0

 
1,873.2

 
1,710.3

 
 
 
 
 
 
 
 
Income from operations
$
37.9

 
$
37.4

 
$
51.3

 
$
55.0

 
 
 
 
 
 
 
 
 
(percentage of sales)
Sales
100.0
%
 
100.0
 %
 
100.0
 %
 
100.0
 %
 
 
 
 
 
 
 
 
Costs and expenses
 
 
 
 
 
 
 
Materials, labor, and other operating expenses (excluding depreciation)
85.7
%
 
86.3
 %
 
86.5
 %
 
86.6
 %
Depreciation and amortization
1.8

 
1.4

 
1.8

 
1.5

Selling and distribution expenses
7.4

 
7.1

 
7.5

 
7.4

General and administrative expenses
1.5

 
1.3

 
1.6

 
1.4

Other (income) expense, net

 

 
(0.1
)
 

 
96.4
%
 
96.1
 %
 
97.3
 %
 
96.9
 %
 
 
 
 
 
 
 
 
Income from operations
3.6
%
 
3.9
 %
 
2.7
 %
 
3.1
 %
 

35


Sales Volumes and Prices
 
Set forth below are historical U.S. housing starts data, segment sales volumes and average net selling prices for the principal products sold by our Wood Products segment, and sales mix and gross margin information for our Building Materials Distribution segment for the three and six months ended June 30, 2016 and 2015.
 
Three Months Ended
June 30
 
Six Months Ended
June 30
 
2016
 
2015
 
2016
 
2015
 
(thousands)
U.S. Housing Starts (a)
 
 
 
 
 
 
 
Single-family
220.3

 
205.4

 
390.7

 
345.3

Multi-family
103.7

 
115.0

 
182.4

 
189.7

 
324.0

 
320.4

 
573.1

 
535.0

 
 
 
 
 
 
 
 
 
(millions)
Segment Sales
 
 
 
 
 

 
 

Wood Products
$
346.4

 
$
339.9

 
$
649.8

 
$
649.2

Building Materials Distribution
850.0

 
762.1

 
1,567.3

 
1,385.0

Corporate and Other
0.1

 

 
0.3

 

Intersegment eliminations
(152.7
)
 
(146.6
)
 
(292.9
)
 
(268.9
)
 
$
1,043.8

 
$
955.4

 
$
1,924.5

 
$
1,765.3

 
 
 
 
 
 
 
 
 
(millions)
Wood Products
 
 
 
 
 
 
 
Sales Volumes
 
 
 
 
 
 
 
Plywood (sq. ft.) (3/8" basis)
378

 
410

 
758

 
823

Laminated veneer lumber (LVL) (cubic feet)
4.6

 
3.5

 
8.2

 
6.3

I-joists (equivalent lineal feet)
65

 
57

 
115

 
97

Lumber (board feet)
49

 
56

 
97

 
104

 
 
 
 
 
 
 
 
 
(dollars per unit)
Wood Products
 
 
 
 
 
 
 
Average Net Selling Prices
 
 
 
 
 
 
 
Plywood (1,000 sq. ft.) (3/8" basis)
$
271

 
$
302

 
$
266

 
$
307

Laminated veneer lumber (LVL) (cubic foot)
16.79

 
16.46

 
16.77

 
16.47

I-joists (1,000 equivalent lineal feet)
1,136

 
1,098

 
1,137

 
1,098

Lumber (1,000 board feet)
464

 
484

 
457

 
496

 
 
 
 
 
 
 
 
 
(percentage of Building Materials Distribution sales)
Building Materials Distribution
 
 
 
 
 
 
 
Product Line Sales
 
 
 
 
 
 
 
Commodity
45.5
%
 
45.2
%
 
46.2
%
 
46.6
%
General line
36.5
%
 
37.0
%
 
35.6
%
 
36.0
%
Engineered wood
18.0
%
 
17.8
%
 
18.2
%
 
17.4
%
 
 
 
 
 
 
 
 
Gross margin percentage (b)
12.5
%
 
11.5
%
 
12.0
%
 
11.0
%
_______________________________________ 

(a)
Actual U.S. housing starts data reported by the U.S. Census Bureau.

(b)
We define gross margin as "Sales" less "Materials, labor, and other operating expenses (excluding depreciation)." Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our Building Materials Distribution segment are for inventory purchased for resale. Gross margin percentage is gross margin as a percentage of segment sales.


36


Sales
 
For the three months ended June 30, 2016, total sales increased $88.4 million, or 9%, to $1,043.8 million from $955.4 million during the three months ended June 30, 2015. For the six months ended June 30, 2016, total sales increased $159.2 million, or 9%, to $1,924.5 million from $1,765.3 million for the same period in the prior year. The change in sales was driven primarily by the changes in sales volumes and prices, as described below, for the products we manufacture and distribute with single-family residential construction activity being the key demand driver of our sales. In second quarter 2016, total U.S. housing starts increased 1%, with single-family starts up 7% from the same period in 2015. On a year-to-date basis through June 2016, total housing starts increased 7%, with single-family up 13% from the same period in 2015. Average composite lumber and average composite panel prices for the three months ended June 30, 2016, were 7% and 1% higher, respectively, than in the same period in the prior year, as reflected by Random Lengths composite lumber and panel pricing. For the six months ended June 30, 2016, average composite panel and average composite lumber prices were down 4% and 2%, respectively, compared with the same period in the prior year.

Wood Products.  Sales, including sales to our Building Materials Distribution segment (BMD), increased $6.5 million, or 2%, to $346.4 million for the three months ended June 30, 2016, from $339.9 million for the three months ended June 30, 2015. The increase in sales was driven primarily by increases in sales volumes of laminated veneer lumber (LVL) and I-joists of 33% and 14%, respectively, resulting in increased sales of $18.8 million and $9.0 million, respectively. These EWP volume increases were due primarily to our acquisition of two engineered wood products facilities on March 31, 2016, as well as increased volumes associated with improved housing starts. In addition, sales price increases of 3% in I-joists and 2% in LVL contributed $2.5 million and $1.5 million, respectively, to the increase in sales. These increases were offset partially by decreases in plywood and lumber sales prices of 10% and 4%, respectively, resulting in decreased sales of $12.0 million and $1.0 million, respectively, as well as decreases in plywood and lumber sales volumes of 8% and 12%, or $9.8 million and $3.2 million, respectively, in sales.

For the six months ended June 30, 2016, sales, including sales to BMD, increased $0.6 million to $649.8 million from $649.2 million for the same period in the prior year. The increase in sales was driven primarily by increases in sales volumes of laminated veneer lumber (LVL) and I-joists of 30% and 18%, respectively, resulting in increased sales of $30.8 million and $19.3 million, respectively. Increased EWP volumes associated with improved housing starts, as well as our acquisition noted above, were the primary contributing factors to these EWP volume increases. In addition, sales price increases of 4% in I-joists and 2% in LVL contributed $4.5 million and $2.5 million, respectively, to the increase in sales. These increases were offset by decreases in plywood and lumber sales prices of 13% and 8%, respectively, resulting in decreased sales of $31.1 million and $3.8 million, respectively, as well as decreases in plywood and lumber sales volumes of 8% and 6%, or $20.0 million and $3.3 million, respectively, in sales.

Building Materials Distribution.  Sales increased $88.0 million, or 12%, to $850.0 million for the three months ended June 30, 2016, from $762.1 million for the three months ended June 30, 2015. Compared with the same quarter in the prior year, the overall increase in sales was driven by sales volume increases of 13%, offset partially by a decrease in sales prices of 1%. By product line, commodity sales increased 12%, or $42.1 million; general line product sales increased 10%, or $28.8 million; and sales of EWP (substantially all of which are sourced through our Wood Products segment) increased 13%, or $17.1 million.

During the six months ended June 30, 2016, sales increased $182.3 million, or 13%, to $1,567.3 million from $1,385.0 million for the same period in the prior year. Compared with the same period in the prior year, the overall increase in sales was driven by sales volume increases of 14%, offset partially by a decrease in sales prices of 1%. By product line, commodity sales decreased 12%, or $79.1 million; general line product sales increased 12%, or $59.8 million; and sales of EWP increased 18%, or $43.4 million.

Costs and Expenses
 
Materials, labor, and other operating expenses (excluding depreciation) increased $70.1 million, or 9%, to $894.7 million for the three months ended June 30, 2016, compared with $824.6 million during the same period in the prior year. In our Wood Products segment, the increase in materials, labor, and other operating expenses was primarily driven by higher sales volumes of EWP and higher per-unit costs of OSB (used in the manufacture of I-joists) of 22%, compared with second quarter 2015, offset partially by lower per-unit log costs of 3%. In addition, materials, labor, and other operating expenses as a percentage of sales (MLO rate) in our Wood Products segment increased by 50 basis points. The increase in the MLO rate was primarily the result of lower plywood and lumber sales prices which resulted in higher wood fiber and labor costs as a percentage of sales, offset partially by lower other manufacturing costs. In BMD, the increase in materials, labor, and other operating expenses was driven by higher purchased materials costs as a result of higher sales volumes, compared with second

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quarter 2015. However, the BMD segment MLO rate improved 100 basis points compared with second quarter 2015 due to improved commodity product margins, as well as improved sales of general line products, which typically carry higher product margins than commodity products. While average composite panel prices were flat during the three months ended June 30, 2016 compared with the same period in the prior year, upward trending prices within the composite index, particularly in OSB, allowed additional market opportunities for BMD to capture a higher gross margin percentage. In addition, BMD realized higher margins with its general line products, as well as across its commodity lumber product lines due to favorable trends within the composite lumber index.

For the six months ended June 30, 2016, materials, labor, and other operating expenses (excluding depreciation), increased $134.6 million, or 9%, to $1,664.3 million, compared with $1,529.6 million in the same period in the prior year. In our Wood Products segment, the increase in materials, labor, and other operating expenses was primarily driven by higher sales volumes of EWP and higher per-unit costs of OSB of 16%, compared with the first half of 2015, offset partially by lower per-unit log costs of 3%. In addition, the MLO rate in our Wood Products segment increased by 190 basis points. The increase in the MLO rate was primarily the result of lower plywood and lumber sales prices which resulted in higher wood fiber and labor costs as a percentage of sales, offset partially by lower other manufacturing costs. In BMD, the increase in materials, labor, and other operating expenses was driven by higher purchased materials costs as a result of higher sales volumes, compared with the first half of 2015. However, the BMD segment MLO rate improved 100 basis points compared with the first half of 2015 due to improved commodity product margins, as well as improved sales of general line products, which typically carry higher product margins than commodity products.

Depreciation and amortization expenses increased $5.3 million, or 40%, to $18.6 million for the three months ended June 30, 2016, compared with $13.3 million during the same period in the prior year. For the six months ended June 30, 2016, these expenses increased $6.9 million, or 26%, to $33.8 million, compared with $26.9 million in the same period in the prior year. The increases in both periods were due primarily to the acquisition of two engineered wood products facilities on March 31, 2016, and other capital expenditures. The idled LVL machinery and equipment at Roxboro, North Carolina, which we purchased in the Acquisition, will begin to depreciate as those assets are placed in service.
    
Selling and distribution expenses increased $8.6 million, or 13%, to $76.9 million for the three months ended June 30, 2016, compared with $68.3 million during the same period in the prior year. The increase was due primarily to higher employee-related expenses and shipping costs of $5.5 million and $1.3 million, respectively, primarily as a result of increased sales volumes and improved operating results in our BMD segment. During the six months ended June 30, 2016, selling and distribution expenses increased $14.8 million, or 11%, to $144.9 million, compared with $130.1 million during the same period in 2015. The increase was due primarily to higher employee-related expenses and shipping costs of $8.3 million and $3.4 million, respectively, primarily as a result of increased sales volumes and improved operating results in our BMD segment.
 
General and administrative expenses increased $3.6 million, or 30%, to $15.6 million for the three months ended June 30, 2016, compared with $12.0 million for the same period in the prior year. The increase was due primarily to higher employee-related expenses, and to a lesser extent professional service expenses. For the six months ended June 30, 2016, these expenses increased $7.6 million, or 32%, to $31.7 million, compared with $24.0 million during the same period in 2015, due primarily to acquisition related expenses of $3.5 million in our Wood Products segment and increased employee-related expenses.

Other (income) expense, net, for the three months ended June 30, 2016 and June 30, 2015 was insignificant. For the six months ended June 30, 2016, other (income) expense, net, was $1.4 million of income, which included a $1.5 million gain from the sale of a timber deed in our Wood Products segment. Other (income) expense, net, for the six months ended June 30, 2015, was insignificant.
 
Income From Operations
 
Income from operations increased $0.5 million to $37.9 million for the three months ended June 30, 2016, compared with $37.4 million for the three months ended June 30, 2015. Income from operations decreased $3.8 million to $51.3 million for the six months ended June 30, 2016, compared with $55.0 million for the six months ended June 30, 2015.
 
Wood Products.  Segment income decreased $7.4 million to $16.3 million for the three months ended June 30, 2016, compared with $23.7 million for the three months ended June 30, 2015. The decrease in segment income was due primarily to lower plywood and lumber sales prices, as well as higher OSB costs used in the manufacture of I-joists. In addition, depreciation and amortization expense increased $4.4 million due to the acquisition of two engineered wood products facilities on March 31, 2016, and other capital expenditures. These decreases were offset partially by improved sales volumes and prices of EWP.

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For the six months ended June 30, 2016, segment income decreased $22.4 million to $22.2 million from $44.6 million for the six months ended June 30, 2015. The decrease in segment income was due primarily to lower plywood and lumber sales prices, as well as acquisition related expenses of $3.5 million. In addition, depreciation and amortization expense increased $5.3 million due to the acquisition of two engineered wood products facilities on March 31, 2016, and other capital expenditures. These decreases were offset partially by improved sales volumes and prices of EWP.

Building Materials Distribution.  Segment income increased $9.5 million to $29.1 million for the three months ended June 30, 2016, from $19.6 million for the three months ended June 30, 2015. The increase in segment income was driven primarily by a higher gross margin of $18.8 million, including an improvement in gross margin percentage of 100 basis points, offset partially by increased selling and distribution expenses and general and administrative expenses of $7.7 million and $1.0 million, respectively.
    
For the six months ended June 30, 2016, segment income increased $19.6 million to $42.5 million from $22.9 million for the six months ended June 30, 2015. The increase in segment income was driven primarily by a higher gross margin of $35.7 million, including an improvement in gross margin percentage of 100 basis points, offset partially by increased selling and distribution expenses and general and administrative expenses of $13.5 million and $1.6 million, respectively.

Corporate and Other.  Segment loss increased $1.6 million to $7.5 million for the three months ended June 30, 2016, from $5.9 million for the three months ended June 30, 2015, which was due primarily to higher incentive compensation costs, and to a lesser extent increased professional fees and corporate office occupancy expenses. For the six months ended June 30, 2016, segment loss increased $0.6 million to $13.2 million from $12.5 million for the six months ended June 30, 2015, primarily due to higher incentive compensation costs, and to a lesser extent increased professional fees and corporate office occupancy expenses. These increases were offset partially by a decrease in pension expense of $1.7 million.

Income Tax Provision

For the three and six months ended June 30, 2016, we recorded $10.7 million and $13.7 million, respectively, of income tax expense and had an effective rate of 35.8% and 36.1%, respectively. For the three and six months ended June 30, 2015, we recorded $11.6 million and $16.2 million, respectively, of income tax expense and had an effective rate of 36.5% and 36.8%, respectively. During the three and six months ended June 30, 2016, 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 other tax credits. During the three and six months ended June 30, 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.

Liquidity and Capital Resources
 
We ended second quarter 2016 with $96.1 million of cash and cash equivalents and $464.6 million of long-term debt. At June 30, 2016, we had $415.2 million of available liquidity (cash and cash equivalents and unused borrowing capacity under our senior secured asset-based revolving credit facility). We used $88.4 million of cash during the six months ended June 30, 2016. The net decrease in cash was primarily due to the Acquisition, which was partially financed through new borrowings. A further description of our cash sources and uses for the six month comparative periods are noted below.
    
We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, lease obligations, working capital, and pension contributions for at least the next 12 months. We expect to fund our intra-month working capital requirements in 2016 from borrowings under our revolving credit facility and cash on hand.

Sources and Uses of Cash
 
We generate cash primarily from sales of our products, as well as short-term and long-term borrowings. Our primary uses of cash are for expenses related to the manufacture and distribution of building products, including inventory purchased for resale, wood fiber, labor, energy, and glues and resins. In addition to paying for ongoing operating costs, we use cash to invest in our business, service our debt and pension obligations, repurchase our common stock, and meet our contractual obligations and commercial commitments. Below is a discussion of our sources and uses of cash for operating activities, investment activities, and financing activities.

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Six Months Ended
June 30
 
2016
 
2015
 
(thousands)
Net cash provided by operations
$
46,018

 
$
19,715

Net cash used for investment
(250,746
)
 
(31,170
)
Net cash provided by financing
116,321

 
42,833


Operating Activities
 
For the six months ended June 30, 2016, our operating activities generated $46.0 million of cash, compared with $19.7 million of cash generated in the same period in 2015. The $26.3 million improvement in cash provided by operations was due primarily to a $50.4 million decrease in pension contributions, a $19.6 million improvement in income from the Building Materials Distribution segment, and an increase in income tax refunds, net of taxes paid, of $3.4 million. These changes were offset partially by a $22.4 million decrease in the Wood Products segment income, as well as a $44.3 million increase in working capital during the six months ended June 30, 2016, compared with a $7.5 million increase for the same period in the prior year. See "Our Operating Results" in this Management's Discussion and Analysis of Financial Condition and Results of Operations for more information related to factors affecting our operating results.

The increases in working capital in both periods were primarily attributable to higher receivables and inventories, offset partially by an increase in accounts payable and accrued liabilities. The increases in receivables in both periods primarily reflect increased sales of approximately 33% and 23%, comparing sales for the months of June 2016 and 2015 with sales for the months of December 2015 and 2014, respectively. The increase in accounts payable and accrued liabilities provided $96.4 million of cash during the six months ended June 30, 2016, compared with $78.5 million in the same period a year ago. During both periods, seasonally higher inventory purchases and extended terms offered by major vendors to our Building Materials Distribution segment led to the increase in accounts payable.

Investment Activities

During the six months ended June 30, 2016, we used $215.9 million for the Acquisition. These facilities will complement our existing Wood Products business and enable us to better serve our customers in the eastern and southeastern United States. During the six months ended June 30, 2016 and 2015, we used $35.1 million and $31.4 million, respectively, of cash for purchases of property and equipment, including business improvement and quality/efficiency projects, replacement and expansion projects, and ongoing environmental compliance. Excluding acquisitions, we expect capital expenditures in 2016 to total approximately $85 million to $95 million. This level of capital expenditures could increase or decrease as a result of a number of factors, including our financial results, future economic conditions, and timing of equipment purchases.

Financing Activities
 
During the six months ended June 30, 2016, our financing activities generated $116.3 million of cash, primarily from the issuance of a new $75.0 million term loan (Term Loan) to partially fund the Acquisition. Under our revolving credit facility, we also borrowed $222.7 million to fund intra-month working capital needs and $55 million to partially fund the Acquisition. We repaid $232.7 million of the revolving credit facility borrowings during the six months ended June 30, 2016. At June 30, 2016, we had $45.0 million outstanding under the revolving credit facility. In addition, we repurchased 180,100 shares of our common stock for $2.6 million during the six months ended June 30, 2016.

During the six months ended June 30, 2015, our financing activities generated $42.8 million of cash, primarily from the issuance of a new $50.0 million term loan offset partially by the repurchase of 175,085 shares of our common stock for $6.1 million. During the six months ended June 30, 2015, we had no borrowings outstanding under our revolving credit facility.

For more information related to our debt structure and common stock repurchase program, see the discussion in Note 7, Debt, and Note 10, Stockholders' Equity, respectively, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.


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Contractual Obligations
 
For information about contractual obligations, see Contractual Obligations in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2015 Form 10-K. There have been no material changes in contractual obligations outside the ordinary course of business since December 31, 2015, except for entering into a new $75 million secured term loan, two interest rate swap agreements, and increasing the maximum amount available under our revolving credit facility from $350 million to $370 million. For more information, see Note 7, Debt, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this form 10-Q.
 
Off-Balance-Sheet Activities
 
At June 30, 2016, and December 31, 2015, we had no material off-balance-sheet arrangements with unconsolidated entities.
 
Guarantees
 
Note 5, Debt, and 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 2015 Form 10-K describe the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of June 30, 2016, there have been no material changes to the guarantees disclosed in our 2015 Form 10-K.
 
Seasonal and Inflationary Influences
 
We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. These seasonal factors are common in the building products industry. Seasonal changes in levels of building activity affect our building products businesses, which are dependent on housing starts, repair-and-remodeling activities, and light commercial construction activities. We typically report lower sales in the first and fourth quarters due to the impact of poor weather on the construction market, and we generally have higher sales in the second and third quarters, reflecting an increase in construction due to more favorable weather conditions. We typically have higher working capital in the first and second quarters in preparation and response to the building season. Seasonally cold weather increases costs, especially energy consumption, at most of our manufacturing facilities.
 
Our major costs of production are wood fiber, labor, and glue and resins. Wood fiber costs and glue and resin costs have been volatile in recent years.
 
Employees
 
As of July 17, 2016, we had approximately 6,300 employees. Approximately 25% of these employees work pursuant to collective bargaining agreements. As of July 17, 2016, we had nine collective bargaining agreements. Four agreements, covering approximately 696 employees at our Elgin plywood plant and sawmill, La Grande particleboard plant, Kettle Falls plywood plant, and Woodinville BMD facility, expired on May 31, 2016, but have been indefinitely extended by the parties, subject to either party submitting a ten-day written notice to terminate. We expect these four agreements to be negotiated together. We also have two agreements, covering approximately 50 employees at our Billings BMD facility and Vancouver BMD facility, that are set to expire on March 31, 2017. If any of these agreements are not renewed or extended upon their termination, we could experience a material labor disruption or significantly increased labor costs, which could prevent us from meeting customer demand or reduce our sales and profitability.

Disclosures of Financial Market Risks

In the normal course of business, we are exposed to financial risks such as changes in interest rates, foreign currency exchange rates, and commodity prices. As of June 30, 2016, there have been no material changes to financial market risks disclosed in our 2015 Form 10-K, except for changes to interest rate risk.


41


Interest Rate Risk

We are exposed to interest rate risk arising from fluctuations in variable-rate LIBOR on our term loans and when we have loan amounts outstanding on our Revolving Credit Facility. At June 30, 2016, we had $170.0 million of variable-rate debt outstanding. Based on the amount of variable-rate debt outstanding at June 30, 2016, a 1% increase in interest rates would result in $1.7 million of incremental interest expense. Our objective is to limit the variability of interest payments on our debt. To meet this objective, management may enter into receive-variable, pay-fixed interest rate swaps to change the variable-rate cash flow exposure to fixed-rate cash flows. In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk. We do not speculate using derivative instruments.

On February 16, 2016 and March 31, 2016, we entered into two interest rate swap agreements with notional principal amounts of $50.0 million and $75.0 million, respectively, to offset risks associated with the variability in cash flows relating to interest payments that are based on one-month LIBOR. Under the interest rate swaps, we receive LIBOR-based variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $125.0 million of debt. Payments on the interest rate swaps with notional principal amounts of $50.0 million and $75.0 million are due on a monthly basis at a fixed rate of 1.007% and 1.256%, respectively, and expire in February 2022 and March 2022, respectively. The interest rate swap agreements were not designated as cash flow hedges, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in the Consolidated Statements of Operations rather than through other comprehensive income. At June 30, 2016, we recorded a long-term liability of $1.6 million recorded in "Other long-term liabilities" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements. Based on the amount of variable-rate debt outstanding at June 30, 2016, the interest rate swaps would reduce the incremental interest expense from a 1% increase in interest rates from $1.7 million to $450 thousand.

Environmental
 
For additional information about environmental issues, see Environmental in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2015 Form 10-K.
 
Critical Accounting Estimates
 
Critical accounting estimates are those that are most important to the portrayal of our financial condition and results. These estimates require management's most difficult, subjective, or complex judgments, often as a result of the need to estimate matters that are inherently uncertain. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our board of directors. For information about critical accounting estimates, see Critical Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2015 Form 10-K. At June 30, 2016, there have been no material changes to our critical accounting estimates from those disclosed in our 2015 Form 10-K, except as noted below.

Business Combinations
From time to time, we may enter into material business combinations. We allocate the total purchase price of a business combination to the assets acquired and the liabilities assumed based on their estimated fair values at the acquisition date, with the excess purchase price recorded as goodwill. The acquisition method of accounting requires us to make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values (fair value is determined using the income approach, cost approach and/or market approach) of inventory, property, plant, and equipment, and identifiable intangible assets, among others. This method also requires us to refine these estimates over a measurement period not to exceed one year to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If we are required to retroactively adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on our financial condition and results of operations. Additionally, we expense any acquisition-related costs as incurred in connection with each business combination.
Significant estimates and assumptions in estimating the fair value of customer relationships and other identifiable intangible assets include future cash flows that we expect to generate from the acquired assets. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased.

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New and Recently Adopted Accounting Standards
 
For information related to new and recently adopted accounting standards, see "New and Recently Adopted Accounting Standards" in Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" in this Form 10-Q.
 
ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
For information relating to quantitative and qualitative disclosures about market risk, see the discussion under "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and under the headings "Disclosures of Financial Market Risks" and "Financial Instruments" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2015 Form 10-K. As of June 30, 2016, there have been no material changes in our exposure to market risk from those disclosed in our 2015 Form 10-K, except as disclosed in "Disclosures of Financial Market Risks" in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q.
 
ITEM 4.          CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
We maintain "disclosure controls and procedures," as defined in Rule 13a-15(e) under the Exchange Act. We have designed these controls and procedures to reasonably assure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. We have also designed our disclosure controls to provide reasonable assurance that such information is accumulated and communicated to our senior management, including our chief executive officer (CEO) and our chief financial officer (CFO), as appropriate, to allow them to make timely decisions regarding our required disclosures.
  
Limitations on the Effectiveness of Controls and Procedures
 
In designing and evaluating our disclosure and/or internal controls and procedures, we recognized that no matter how well conceived and well operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, a control system, no matter how well designed, may not prevent or detect misstatements due to error or fraud. Additionally, in designing a control system, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have also designed our disclosure and internal controls and procedures based in part upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
 
Changes in Internal Control Over Financial Reporting
 
On March 31, 2016, we completed the acquisition of two engineered wood products facilities. In connection with integrating these facilities, we are evaluating and, where necessary, will implement changes in controls and procedures at the facilities as the integration proceeds. This process may result in additions or changes to our internal control over financial reporting. There were no other changes in our internal control over financial reporting that occurred during the three months ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



43


PART II—OTHER INFORMATION
 
ITEM 1.          LEGAL PROCEEDINGS
 
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.
 
ITEM 1A.       RISK FACTORS
 
This report on Form 10-Q contains forward-looking statements. Statements that are not historical or current facts, including statements about our expectations, anticipated financial results, projected capital expenditures, and future business prospects, are forward-looking statements. You can identify these statements by our use of words such as "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. You can find examples of these statements throughout this report, including "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations." We cannot guarantee that our actual results will be consistent with the forward-looking statements we make in this report. You should review carefully the risk factors listed in "Item 1A. Risk Factors" in our 2015 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission and the risk factor below related to our recent acquisition. We do not assume an obligation to update any forward-looking statement.

Our strategy includes pursuing acquisitions. We may be unable to efficiently integrate acquired operations or successfully complete potential acquisitions.

We may not be able to integrate the operations of acquired businesses, including the engineered wood products facilities located in Thorsby, Alabama, and Roxboro, North Carolina, in an efficient and cost-effective manner or without significant disruption to our existing operations or realize expected synergies. Acquisitions involve significant risks and uncertainties, including uncertainties as to the future financial performance of the acquired business, difficulties integrating acquired personnel into our business, the potential loss of key employees, customers or suppliers, difficulties in integrating different computer and accounting systems, exposure to unknown or unforeseen liabilities of acquired companies, and the diversion of management attention and resources from existing operations. In the future, we may be unable to successfully complete potential acquisitions due to multiple factors, including those noted above, and potential issues related to regulatory review of the proposed transactions. We may also be required to incur additional debt in order to consummate acquisitions, which debt may be substantial and may limit our flexibility in using our cash flow from operations. Our failure to integrate future acquired businesses effectively or to manage other consequences of our acquisitions could adversely affect our financial condition, operating results and cash flows.

ITEM 2.          UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.          DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4.          MINE SAFETY DISCLOSURES

Not applicable.
 
ITEM 5.          OTHER INFORMATION
 
On July 27, 2016, our Board of Directors adopted the Amended and Restated Bylaws of Boise Cascade Company (the "Bylaws"). Article III, Section 2, of the Bylaws was amended to change the election of directors in an uncontested election from a plurality of the votes to a majority of the votes. The foregoing summary of the Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Bylaws, which are filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated by reference herein.


44


ITEM 6.          EXHIBITS
 
Required exhibits are listed in the Index to Exhibits and are incorporated by reference.


45


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
BOISE CASCADE COMPANY
 
 
 
 
 
 
 
 
/s/ Kelly E. Hibbs
 
 
Kelly E. Hibbs
Vice President and Controller
 
 
(As Duly Authorized Officer and Chief Accounting Officer)
 
Date:  July 27, 2016


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BOISE CASCADE COMPANY
 
INDEX TO EXHIBITS
 
Filed With the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2016
 
Number
 
Description
 
 
 
3.1

 
Amended and Restated Certificate of Incorporation of Boise Cascade Company effective June 13, 2016
 
 
 
3.2

 
Amended and Restated Bylaws of Boise Cascade Company effective July 27, 2016
 
 
 
10.1

 
2016 Boise Cascade Omnibus Incentive Plan
 
 
 
10.2

 
Third Amendment to Amended and Restated Credit Agreement, dated June 30, 2016, by and among the Lenders identified on the signature pages thereof, Wells Fargo Capital Finance, LLC, as administrative agent, Boise Cascade Company, and the other Borrowers identified on the signature pages thereof
 
 
 
10.3

 
Joinder and Revolver Increase Agreement Regarding Amended and Restated Credit Agreement, dated June 30, 2016, and is between ZB, N.A. DBA Zions First National Bank, Wells Fargo Capital Finance, LLC, as administrative agent for the Lenders, Boise Cascade Company, and the other Borrowers identified on the signature pages thereof
 
 
 
31.1

 
CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
31.2

 
CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
32.1

 
CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
32.2

 
CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
101.INS

 
XBRL Instance Document
 
 
 
101.SCH

 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL

 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF

 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB

 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE

 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 



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