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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2014
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Delaware
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20-1496201
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value per share
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New York Stock Exchange
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•
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The commodity nature of our products and their price movements, which are driven largely by capacity utilization rates and industry cycles that affect supply and demand;
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•
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General economic conditions, including but not limited to housing starts, repair-and-remodeling activity, 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;
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•
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The highly competitive nature of our industry;
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•
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Availability and affordability of raw materials, including wood fiber and glues and resins;
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•
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Material disruptions and/or major equipment failure at our manufacturing facilities;
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The impact of actuarial assumptions and regulatory activity on pension costs and pension funding requirements;
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•
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The financial condition and creditworthiness of our customers;
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•
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The cost and availability of third-party transportation services used to deliver the goods we manufacture and distribute, as well as our raw materials;
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•
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Our reliance on a wholly-owned subsidiary of Packaging Corporation of America (PCA) for many of our administrative services and our ability to successfully transition these services from PCA to newly hired employees (many of whom we expect to transition from PCA to Boise Cascade employment);
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•
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Concentration of our sales among a relatively small group of customers;
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•
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Substantial ongoing capital investment costs and the difficulty in offsetting fixed costs related to our recent capital investments if the housing market does not recover further;
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•
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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;
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•
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Cost of compliance with government regulations, in particular environmental regulations;
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•
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Declines in demand for our products due to competing technologies or materials;
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•
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Exposure to product liability, product warranty, casualty, construction defect, and other claims;
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•
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Labor disruptions, shortages of skilled and technical labor, or increased labor costs;
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•
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Restrictive covenants contained in our debt agreements;
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•
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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;
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•
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Impairment of our long-lived assets, goodwill, and/or intangible assets;
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•
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The need to successfully formulate and implement succession plans for certain members of our senior management team;
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•
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Our ability to successfully and efficiently complete and integrate potential acquisitions; and
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•
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Fluctuations in the market for our equity.
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Year Ended December 31
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2014
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2013
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2012
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2011
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2010
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|||||
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(millions)
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|||||||||||||
Capacity
(a)
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Plywood (sq. ft.) (3/8" basis) (b)
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2,380
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2,380
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1,630
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1,500
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1,475
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Laminated veneer lumber (LVL) (cubic feet) (c)
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27.5
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27.5
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27.5
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27.5
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27.5
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Lumber (board feet) (d)
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270
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255
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235
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200
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180
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Production
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Plywood (sq. ft.) (3/8" basis) (b)
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1,973
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1,647
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1,482
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1,240
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1,183
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Laminated veneer lumber (LVL) (cubic feet) (c)
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20.1
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17.2
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14.2
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10.7
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10.0
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I‑joists (equivalent lineal feet) (c)
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201
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178
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149
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112
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105
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Lumber (board feet) (d)
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218
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197
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196
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152
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149
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(a)
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Estimated annual capacity at the end of each year.
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(b)
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In September 2013, we purchased two plywood manufacturing facilities, one in Chester, South Carolina, and one in Moncure, North Carolina.
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(c)
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A portion of LVL production is used to manufacture I-joists at two EWP plants. Capacity is based on LVL production only.
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(d)
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In February 2012, we purchased a lumber facility in Arden, Washington.
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Year Ended December 31
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||||||||||||||||||
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2014
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2013
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2012
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2011 (a)
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2010 (b)
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(millions)
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||||||||||||||||||
Segment sales (c)
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$
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1,317.0
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$
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1,134.1
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$
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943.3
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$
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712.5
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$
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687.4
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Segment income (loss)
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$
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108.4
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$
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77.7
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$
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55.8
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$
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(15.1
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)
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$
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(8.1
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)
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Segment depreciation and amortization
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41.5
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28.7
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24.4
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28.4
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27.1
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Segment EBITDA (d)
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$
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149.8
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$
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106.3
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$
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80.2
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$
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13.3
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$
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19.0
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(a)
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In 2011, segment loss included $2.6 million of expense related to the permanent closure of a laminated beam plant in Emmett, Idaho, and noncash asset write-downs.
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(b)
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In 2010, segment loss and EBITDA included $0.5 million of income for cash received from a litigation settlement related to vendor product pricing.
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(c)
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Segment sales are calculated before elimination of sales to our Building Materials Distribution segment.
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(d)
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Segment EBITDA is calculated as segment income (loss) before 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. See "Item 6. Selected Financial Data" of this Form 10-K for a description of our reasons for using EBITDA, for a discussion of the limitations of such a measure, and for a reconciliation of our consolidated EBITDA to net income (loss).
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Year Ended December 31
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|||||||||||||
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2014
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2013
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2012
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2011
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2010
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|||||
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(millions)
|
|||||||||||||
Plywood (sq. ft.) (3/8" basis) (a)
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1,651
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1,473
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1,356
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1,106
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1,088
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Laminated veneer lumber (LVL) (cubic feet) (b)
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12.4
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11.1
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9.1
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7.1
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6.6
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I-joists (equivalent lineal feet)
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193
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179
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145
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110
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106
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Lumber (board feet)
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212
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199
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188
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|
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153
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|
|
149
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|
|
|
Year Ended December 31
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||||||||||||||||||
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2014
|
|
2013
|
|
2012
|
|
2011 (a)
|
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2010 (b)
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||||||||||
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(millions)
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||||||||||||||||||
Segment sales
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$
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2,786.7
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$
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2,599.6
|
|
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$
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2,190.2
|
|
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$
|
1,779.4
|
|
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$
|
1,778.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment income
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$
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56.7
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|
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$
|
39.9
|
|
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$
|
24.0
|
|
|
$
|
2.0
|
|
|
$
|
11.6
|
|
Segment depreciation and amortization
|
|
9.8
|
|
|
9.2
|
|
|
8.8
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|
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8.4
|
|
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7.5
|
|
|||||
Segment EBITDA (c)
|
|
$
|
66.5
|
|
|
$
|
49.2
|
|
|
$
|
32.9
|
|
|
$
|
10.4
|
|
|
$
|
19.1
|
|
(a)
|
In 2011, segment income and EBITDA included $1.2 million of noncash asset write-downs.
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(b)
|
In 2010, segment income and EBITDA included $4.1 million of income for cash received from a litigation settlement related to vendor product pricing.
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(c)
|
Segment EBITDA is calculated as segment income before 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. See "Item 6. Selected Financial Data" of this Form 10-K for a description of our reasons for using EBITDA, for a discussion of the limitations of such a measure, and for a reconciliation of our consolidated EBITDA to net income (loss).
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Name
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Age
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Position
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Executive Officers:
|
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Thomas E. Carlile
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63
|
Chief Executive Officer and Director
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Thomas K. Corrick
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59
|
Chief Operating Officer
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Wayne M. Rancourt
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52
|
Executive Vice President, Chief Financial Officer, and Treasurer
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Daniel G. Hutchinson
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63
|
Executive Vice President, Wood Products Manufacturing
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Nick Stokes
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57
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Executive Vice President, Building Materials Distribution
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John T. Sahlberg
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61
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Senior Vice President, Human Resources and General Counsel
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Kelly E. Hibbs
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48
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Vice President and Controller
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Key Management:
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Dennis R. Huston
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62
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Vice President of Sales and Marketing, Engineered Wood Products
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Frank Elfering
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48
|
Vice President of Purchasing, Building Materials Distribution
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Rich Viola
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57
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Vice President of Sales and Marketing, Building Materials Distribution
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•
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equipment failure, particularly a press at one of our major EWP production facilities;
|
•
|
fires, floods, earthquakes, hurricanes, or other catastrophes;
|
•
|
unscheduled maintenance outages;
|
•
|
utility, information technology, telephonic, and transportation infrastructure disruptions;
|
•
|
labor difficulties;
|
•
|
other operational problems; or
|
•
|
ecoterrorism or threats of ecoterrorism.
|
•
|
incur additional debt;
|
•
|
declare or pay dividends, redeem stock, or make other distributions to stockholders;
|
•
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make investments;
|
•
|
create liens or use assets as security in other transactions;
|
•
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merge or consolidate, or sell, transfer, lease, or dispose of substantially all of our assets;
|
•
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enter into transactions with affiliates;
|
•
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sell or transfer certain assets; and
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•
|
make prepayments on our senior notes and subordinated indebtedness.
|
•
|
the public's reaction to our press releases, our other public announcements, and our filings with the Securities and Exchange Commission (SEC);
|
•
|
changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common stock or the stock of other companies in our industry;
|
•
|
the failure of research analysts to cover our common stock;
|
•
|
general economic, industry, and market conditions;
|
•
|
strategic actions by us, our customers, or our competitors, such as acquisitions or restructurings;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
•
|
changes in accounting standards, policies, guidance, interpretations, or principles;
|
•
|
material litigation or government investigations;
|
•
|
changes in general conditions in the U.S. and global economies or financial markets, including those resulting from war, incidents of terrorism, or responses to such events;
|
•
|
changes in key personnel;
|
•
|
sales of common stock by us or members of our management team;
|
•
|
the granting or exercise of employee stock options;
|
•
|
volume of trading in our common stock (which may be impacted by future sales or repurchases of our common stock); and
|
•
|
the impact of the facts described elsewhere in "Item 1A. Risk Factors" of this Form 10-K.
|
•
|
the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms, including preferences and voting rights, of those shares without stockholder approval;
|
•
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stockholder action can only be taken at a special or regular meeting and not by written consent;
|
•
|
advance notice procedures for nominating candidates to our board of directors or presenting matters at stockholder meetings;
|
•
|
removal of directors only for cause;
|
•
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allowing only our board of directors to fill vacancies on our board of directors; and
|
•
|
super-majority voting requirements to amend our bylaws and certain provisions of our certificate of incorporation.
|
Facility Type
|
|
Number of Facilities
|
|
Locations
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Plywood and veneer plants
|
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9
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Louisiana (2), North Carolina, Oregon (4), South Carolina, and Washington
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LVL/I-joist/laminated beam plants
|
|
4
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Louisiana, Oregon, Idaho, and Canada
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Sawmills
|
|
5
|
|
Oregon (3) and Washington (2)
|
Particleboard plant
|
|
1
|
|
Oregon
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Location
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|
Owned
or
Leased
|
|
Approximate
Warehouse
Square Footage
|
|
Phoenix, Arizona
|
|
Owned
|
|
33,000
|
|
Lathrop, California
|
|
Leased
|
|
164,000
|
|
Riverside, California
|
|
Leased
|
|
162,000
|
|
Denver, Colorado
|
|
Owned/Leased
|
|
230,000
|
|
Grand Junction, Colorado
|
|
Owned/Leased
|
|
97,000
|
|
Milton, Florida
|
|
Leased
|
|
87,000
|
|
Orlando, Florida
|
|
Owned
|
|
144,000
|
|
Pompano Beach, Florida
|
|
Leased
|
|
68,000
|
|
Atlanta, Georgia
|
|
Owned/Leased
|
|
192,000
|
|
Boise, Idaho
|
|
Owned/Leased
|
|
159,000
|
|
Idaho Falls, Idaho
|
|
Owned/Leased
|
|
69,000
|
|
Chicago, Illinois
|
|
Leased
|
|
170,000
|
|
Biddeford/Saco, Maine (a)
|
|
Leased
|
|
48,000
|
|
Baltimore, Maryland
|
|
Leased
|
|
205,000
|
|
Westfield, Massachusetts
|
|
Leased
|
|
134,000
|
|
Detroit, Michigan
|
|
Leased
|
|
108,000
|
|
Minneapolis, Minnesota
|
|
Leased
|
|
144,000
|
|
Kansas City, Missouri
|
|
Leased
|
|
24,000
|
|
Billings, Montana
|
|
Owned
|
|
81,000
|
|
Greenland, New Hampshire
|
|
Owned/Leased
|
|
166,000
|
|
Delanco, New Jersey
|
|
Owned/Leased
|
|
345,000
|
|
Albuquerque, New Mexico
|
|
Leased
|
|
68,000
|
|
Greensboro, North Carolina
|
|
Owned/Leased
|
|
153,000
|
|
Marion, Ohio
|
|
Leased
|
|
95,000
|
|
Tulsa, Oklahoma
|
|
Owned
|
|
129,000
|
|
Memphis, Tennessee
|
|
Owned
|
|
78,000
|
|
Dallas, Texas
|
|
Owned/Leased
|
|
233,000
|
|
Houston, Texas
|
|
Leased
|
|
150,000
|
|
Salt Lake City, Utah
|
|
Leased
|
|
126,000
|
|
Spokane, Washington
|
|
Owned/Leased
|
|
58,000
|
|
Vancouver, Washington
|
|
Leased
|
|
86,000
|
|
Woodinville, Washington
|
|
Owned/Leased
|
|
110,000
|
|
Yakima, Washington
|
|
Owned/Leased
|
|
44,000
|
|
|
High
Sale Price
|
|
Low
Sale Price
|
||||
2014
|
|
|
|
||||
Fourth Quarter
|
$
|
37.99
|
|
|
$
|
27.66
|
|
Third Quarter
|
$
|
31.67
|
|
|
$
|
25.72
|
|
Second Quarter
|
$
|
29.60
|
|
|
$
|
23.81
|
|
First Quarter
|
$
|
31.86
|
|
|
$
|
27.52
|
|
|
|
|
|
||||
2013
|
|
|
|
||||
Fourth Quarter
|
$
|
30.24
|
|
|
$
|
23.05
|
|
Third Quarter
|
$
|
29.50
|
|
|
$
|
22.55
|
|
Second Quarter
|
$
|
33.99
|
|
|
$
|
24.90
|
|
First Quarter (beginning February 6, 2013)
|
$
|
34.54
|
|
|
$
|
25.25
|
|
(a)
|
$100 invested in stock or index on February 6, 2013, including reinvestment of dividends in additional shares of the same class of equity securities.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
|
2014
|
|
2013 (a)
|
|
2012
|
|
2011 (b)
|
|
2010 (c)
|
||||||||||
|
|
(millions, except per-share data)
|
||||||||||||||||||
Consolidated statement of operations data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
|
$
|
3,574
|
|
|
$
|
3,273
|
|
|
$
|
2,779
|
|
|
$
|
2,248
|
|
|
$
|
2,241
|
|
Net income (loss)
|
|
$
|
80
|
|
|
$
|
117
|
|
|
$
|
41
|
|
|
$
|
(46
|
)
|
|
$
|
(33
|
)
|
Net income (loss) per common share – basic and diluted
|
|
$
|
2.03
|
|
|
$
|
2.91
|
|
|
$
|
1.40
|
|
|
$
|
(1.56
|
)
|
|
$
|
(1.12
|
)
|
Earnings before interest, taxes, depreciation, and amortization (EBITDA) (d)
|
|
$
|
197
|
|
|
$
|
136
|
|
|
$
|
97
|
|
|
$
|
9
|
|
|
$
|
22
|
|
Cash dividends declared per common share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data (at end of year)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
164
|
|
|
$
|
118
|
|
|
$
|
46
|
|
|
$
|
176
|
|
|
$
|
259
|
|
Working capital, excluding cash and cash equivalents
|
|
$
|
355
|
|
|
$
|
330
|
|
|
$
|
245
|
|
|
$
|
241
|
|
|
$
|
200
|
|
Total assets
|
|
$
|
1,220
|
|
|
$
|
1,104
|
|
|
$
|
828
|
|
|
$
|
897
|
|
|
$
|
947
|
|
Total long-term debt
|
|
$
|
301
|
|
|
$
|
302
|
|
|
$
|
275
|
|
|
$
|
220
|
|
|
$
|
220
|
|
(a)
|
In 2013, net income includes a $68.7 million income tax benefit associated with the recording of net deferred tax assets upon our conversion to a corporation. For more information, see Note 3, Income Taxes, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
|
•
|
$1.7 million of expense related to the permanent closure of a laminated beam plant in Emmett, Idaho; and
|
•
|
$2.0 million of noncash asset write-downs.
|
(c)
|
In 2010, net loss includes $4.6 million of income associated with receiving proceeds from a litigation settlement related to vendor product pricing.
|
(d)
|
The following table reconciles net income (loss) to EBITDA for the periods indicated:
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(millions)
|
||||||||||||||||||
Net income (loss)
|
|
$
|
80
|
|
|
$
|
117
|
|
|
$
|
41
|
|
|
$
|
(46
|
)
|
|
$
|
(33
|
)
|
Interest expense
|
|
22
|
|
|
20
|
|
|
22
|
|
|
19
|
|
|
21
|
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Income tax provision (benefit)
|
|
43
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
|
51
|
|
|
38
|
|
|
33
|
|
|
37
|
|
|
35
|
|
|||||
EBITDA
|
|
$
|
197
|
|
|
$
|
136
|
|
|
$
|
97
|
|
|
$
|
9
|
|
|
$
|
22
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year Ended December 31
|
||||
|
2014 versus 2013
|
|
2013 versus 2012
|
|
2012 versus 2011
|
Increase (decrease) in panel prices
|
(10)%
|
|
11%
|
|
32%
|
Increase in lumber prices
|
0%
|
|
19%
|
|
19%
|
|
Year Ended December 31
|
||||
|
2014 versus 2013
|
|
2013 versus 2012
|
|
2012 versus 2011
|
Increase in per-unit log costs
|
2%
|
|
10%
|
|
5%
|
|
Year Ended December 31
|
||||
|
2014
|
|
2013
|
|
2012
|
OSB composite prices
|
$245
|
|
$357
|
|
$302
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(millions)
|
||||||||||
Sales
|
$
|
3,573.7
|
|
|
$
|
3,273.5
|
|
|
$
|
2,779.1
|
|
|
|
|
|
|
|
||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|||
Materials, labor, and other operating expenses (excluding depreciation)
|
3,065.7
|
|
|
2,846.6
|
|
|
2,403.4
|
|
|||
Depreciation and amortization
|
51.4
|
|
|
38.0
|
|
|
33.4
|
|
|||
Selling and distribution expenses
|
264.2
|
|
|
245.3
|
|
|
235.1
|
|
|||
General and administrative expenses
|
48.5
|
|
|
45.5
|
|
|
43.1
|
|
|||
Other (income) expense, net
|
(1.6
|
)
|
|
(0.7
|
)
|
|
0.9
|
|
|||
|
3,428.2
|
|
|
3,174.7
|
|
|
2,715.9
|
|
|||
|
|
|
|
|
|
||||||
Income from operations
|
$
|
145.5
|
|
|
$
|
98.8
|
|
|
$
|
63.1
|
|
|
|
|
|
|
|
||||||
|
(percentage of sales)
|
||||||||||
Sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|||
|
|
|
|
|
|
||||||
Costs and expenses
|
|
|
|
|
|
||||||
Materials, labor, and other operating expenses (excluding depreciation)
|
85.8
|
%
|
|
87.0
|
%
|
|
86.5
|
%
|
|||
Depreciation and amortization
|
1.4
|
|
|
1.2
|
|
|
1.2
|
|
|||
Selling and distribution expenses
|
7.4
|
|
|
7.5
|
|
|
8.5
|
|
|||
General and administrative expenses
|
1.4
|
|
|
1.4
|
|
|
1.6
|
|
|||
Other (income) expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
95.9
|
%
|
|
97.0
|
%
|
|
97.7
|
%
|
|||
|
|
|
|
|
|
||||||
Income from operations
|
4.1
|
%
|
|
3.0
|
%
|
|
2.3
|
%
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(millions)
|
||||||||||
U.S. Housing Starts (a)
|
|
|
|
|
|
||||||
Single-family
|
0.65
|
|
|
0.62
|
|
|
0.54
|
|
|||
Multi-family
|
0.35
|
|
|
0.30
|
|
|
0.24
|
|
|||
|
1.00
|
|
|
0.92
|
|
|
0.78
|
|
|||
|
|
|
|
|
|
||||||
Segment Sales
|
|
|
|
|
|
|
|
||||
Wood Products
|
$
|
1,317.0
|
|
|
$
|
1,134.1
|
|
|
$
|
943.3
|
|
Building Materials Distribution
|
2,786.7
|
|
|
2,599.6
|
|
|
2,190.2
|
|
|||
Intersegment eliminations
|
(529.9
|
)
|
|
(460.2
|
)
|
|
(354.4
|
)
|
|||
|
$
|
3,573.7
|
|
|
$
|
3,273.5
|
|
|
$
|
2,779.1
|
|
|
|
|
|
|
|
||||||
Wood Products
|
|
|
|
|
|
||||||
Sales Volumes
|
|
|
|
|
|
||||||
Plywood (sq. ft.) (3/8" basis)
|
1,651
|
|
|
1,473
|
|
|
1,356
|
|
|||
Laminated veneer lumber (LVL) (cubic feet)
|
12.4
|
|
|
11.1
|
|
|
9.1
|
|
|||
I-joists (equivalent lineal feet)
|
193
|
|
|
179
|
|
|
145
|
|
|||
Lumber (board feet)
|
212
|
|
|
199
|
|
|
188
|
|
|||
|
|
|
|
|
|
||||||
|
(dollars per unit)
|
||||||||||
Wood Products
|
|
|
|
|
|
||||||
Average Net Selling Prices
|
|
|
|
|
|
||||||
Plywood (1,000 sq. ft.) (3/8" basis)
|
$
|
314
|
|
|
$
|
316
|
|
|
$
|
295
|
|
Laminated veneer lumber (LVL) (cubic foot)
|
16.32
|
|
|
15.68
|
|
|
14.80
|
|
|||
I-joists (1,000 equivalent lineal feet)
|
1,070
|
|
|
1,000
|
|
|
921
|
|
|||
Lumber (1,000 board feet)
|
558
|
|
|
509
|
|
|
430
|
|
|||
|
|
|
|
|
|
||||||
|
(percentage of Building Materials Distribution sales)
|
||||||||||
Building Materials Distribution
|
|
|
|
|
|
||||||
Product Line Sales
|
|
|
|
|
|
||||||
Commodity
|
49.4
|
%
|
|
51.3
|
%
|
|
49.9
|
%
|
|||
General line
|
33.6
|
%
|
|
33.0
|
%
|
|
36.3
|
%
|
|||
Engineered wood products
|
17.0
|
%
|
|
15.7
|
%
|
|
13.8
|
%
|
|||
|
|
|
|
|
|
||||||
Gross margin percentage (b)
|
11.4
|
%
|
|
10.9
|
%
|
|
11.7
|
%
|
(a)
|
Actual U.S. housing starts as 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.
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(thousands)
|
||||||||||
Net cash provided by operations
|
$
|
101,843
|
|
|
$
|
33,427
|
|
|
$
|
77,608
|
|
Net cash used for investment
|
(56,404
|
)
|
|
(146,680
|
)
|
|
(29,434
|
)
|
|||
Net cash provided by (used for) financing
|
(139
|
)
|
|
185,609
|
|
|
(178,650
|
)
|
•
|
A
$30.7 million
increase in income in our Wood Products segment and a
$16.8 million
increase in income in our Building Materials Distribution segment.
See "Operating Results" above for a discussion on our results for
2014
.
|
•
|
A
$15.8 million
increase in working capital during
2014
, compared with a
$61.3 million
increase in working capital during
2013
.
Working capital is subject to cyclical operating needs, seasonal buying patterns for inventory purchased for resale and logs, the timing of the collection of receivables, and the timing of payment of payables and expenses. The increases in working capital in both periods were attributable primarily 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 17% and 18%, comparing sales for the months of December
2014
and
2013
with sales for the months of December
2013
and
2012
, respectively. Inventories increased in
2014
primarily due to an increase in finished goods inventory in our segments offset partially by lower levels of log inventory in our Wood Products segment. Accounts payable and accrued liabilities increased in
2014
. Accounts payable increased as a result of higher inventory levels at year-end
2014
, compared with
2013
. Accrued liabilities increased primarily as a result of higher incentive compensation.
|
•
|
A
$17.6 million
increase in cash paid for income taxes, a
$5.7 million
increase in timber deposits, and a
$1.3 million
increase in cash contributions to our pension plans.
|
•
|
A $61.3 million increase in working capital during 2013, compared with a $9.2 million increase in working capital during 2012.
Working capital is subject to cyclical operating needs, seasonal buying patterns for inventory purchased for resale and logs, the timing of the collection of receivables, and the timing of payment of payables and expenses. The increases in working capital in both periods were attributable primarily 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 18% and 16%, comparing sales for the months of December 2013 and 2012 with sales for the months of December 2012 and 2011, respectively. Inventories increased in 2013 primarily due to an increase in finished goods inventory in our segments and log inventory in our Wood Products segment due to an improvement in demand for our products from higher residential construction activity, as well as cost inflation on key raw materials we consume in the manufacture of wood products. Accounts payable and accrued liabilities increased slightly in 2013, after adjusting for liabilities assumed in the Acquisition. Accounts payable did not increase at the same rate as inventory with a lower proportion of our inventory financed through accounts payable at year-end 2013, compared with 2012. Also, the majority of the employee incentive compensation that was accrued in 2012 was paid out in first quarter 2013.
|
•
|
A $22.5 million increase in cash paid for income taxes.
As discussed under "Income Tax Benefit (Provision)" above, we converted from a limited liability company to a corporation and elected to be treated as a corporation for federal and state income tax purposes effective as of January 1, 2013, and became subject to federal and state income tax expense.
|
•
|
An increase in cash contributions to our pension plans.
During 2013, we used $10.7 million of cash to make pension contributions, compared with $8.5 million during 2012.
|
•
|
A $21.9 million increase in income in our Wood Products segment and a $15.9 million increase in income in our Building Materials Distribution segment.
As discussed under "Operating Results" above, the improvement in results for 2013 was the result of higher sales volumes and prices for many of the products we manufacture and distribute, as well as leveraging of manufacturing and distribution expenses.
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
|
|
(thousands)
|
||||||
Asset-based revolving credit facility
|
|
$
|
—
|
|
|
$
|
—
|
|
6.375% senior notes
|
|
299,990
|
|
|
299,990
|
|
||
Unamortized premium on 6.375% senior notes
|
|
1,425
|
|
|
1,623
|
|
||
Long-term debt
|
|
$
|
301,415
|
|
|
$
|
301,613
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
Thereafter
|
|
Total
|
||||||||||
|
(millions)
|
||||||||||||||||||
Long-term debt (a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300.0
|
|
|
$
|
300.0
|
|
Interest (b)
|
19.1
|
|
|
38.2
|
|
|
38.2
|
|
|
19.2
|
|
|
114.7
|
|
|||||
Operating leases (c)
|
13.0
|
|
|
19.5
|
|
|
17.9
|
|
|
32.9
|
|
|
83.3
|
|
|||||
Purchase obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Raw materials and finished goods inventory (d)
|
17.4
|
|
|
42.2
|
|
|
17.3
|
|
|
3.1
|
|
|
80.0
|
|
|||||
Utilities (e)
|
13.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.8
|
|
|||||
Other
|
1.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|||||
Other long-term liabilities reflected on our Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits, including pension funding obligations (f)
|
8.0
|
|
|
7.7
|
|
|
7.7
|
|
|
139.3
|
|
|
162.7
|
|
|||||
Other (g)(h)
|
2.5
|
|
|
3.5
|
|
|
1.9
|
|
|
5.8
|
|
|
13.7
|
|
|||||
|
$
|
75.1
|
|
|
$
|
111.4
|
|
|
$
|
83.0
|
|
|
$
|
500.3
|
|
|
$
|
769.8
|
|
(a)
|
These borrowings are further explained in Note 5, Debt, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K. The table assumes our long-term debt is held to maturity. We have excluded
$1.4 million
of unamortized premium on the $50.0 million of Senior Notes issued on August 15, 2013, from long-term debt in the above table because unamortized premium does not represent a contractual obligation that will be settled in cash.
|
(b)
|
Amounts represent estimated interest payments on the Senior Notes as of
December 31, 2014
, assuming these notes are held to maturity. Unused commitment fees and letter of credit fees payable under the Revolving Credit Facility are excluded from the table above.
|
(c)
|
We enter into operating leases in the normal course of business. We lease a portion of our distribution centers as well as other property and equipment under operating leases. Some lease agreements provide us with the option to renew the lease or purchase the leased property. Our operating lease obligations would change if we exercised these renewal options and/or if we entered into additional operating lease agreements. For more information, see Note 6, Leases, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
|
(d)
|
Amounts represent contracts to purchase approximately
$80 million
of wood fiber, approximately
$57 million
of which is purchased pursuant to fixed-price contracts and approximately
$23 million
of which is purchased pursuant to variable-price contracts. The
$23 million
is estimated using first quarter
2015
pricing, but the actual prices will depend on future market prices. Under certain log and fiber supply agreements, we have the right to cancel or reduce our commitments in the event of a mill curtailment or shutdown. Future purchase prices under most of the variable-price agreements will be set quarterly or semiannually based on regional market prices. Our log and fiber obligations are subject to change based on, among other things, the effect of governmental laws and regulations, our manufacturing operations not operating in the normal course of business, log and fiber availability, and the status of environmental appeals. Except for deposits required pursuant to wood supply contracts, these obligations are not recorded in our consolidated financial statements until contract payment terms take effect.
|
(e)
|
We enter into contracts for the purchase of electricity and natural gas. We also purchase these services under utility tariffs. These payment obligations were valued either at market prices as of
December 31, 2014
, or at a fixed price, in each case in accordance with the terms of the related contract or tariff. Because we consume the energy in the manufacture of our products, these obligations represent the face value of the contracts, not resale value.
|
(f)
|
Amounts consist primarily of our pension obligation and, to a lesser extent, the current portion of employee-related compensation liabilities of $3.5 million. Actuarially determined liabilities related to pension benefits are recorded based on estimates and assumptions. Key factors used in developing estimates of these liabilities include assumptions related to discount rates, expected rate of compensation increases, retirement and mortality rates, and other factors. Changes in estimates and assumptions related to the measurement of funded status could have a material impact on the amount reported. In the table above, we allocated our pension obligations by year based on the future required minimum pension contributions, as determined by our actuaries.
|
(g)
|
Includes current portion of long-term liabilities of $2.5 million.
|
(h)
|
We have excluded $3.3 million and $0.7 million of deferred lease costs and deferred gains, respectively, from the other long-term liabilities in the above table. These amounts have been excluded because deferred lease costs relate to operating leases which are already reflected in the operating lease category above and deferred gains do not represent a contractual obligation that will be settled in cash.
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
||||||||||||||
2015-
2017
|
|
2018
|
|
2019
|
|
There-
after
|
|
Total
|
|
Fair
Value
(b)
|
|||||||||||||
|
(millions)
|
||||||||||||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed-rate debt payments (a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300.0
|
|
|
$
|
300.0
|
|
|
$
|
315.0
|
|
Average interest rates
|
—
|
|
|
—
|
|
|
—
|
|
|
6.4
|
%
|
|
6.4
|
%
|
|
—
|
|
||||||
Variable-rate debt payments (a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Average interest rates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
These obligations are further explained in Note 5, Debt, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K. The table assumes our long-term debt is held to maturity.
|
(b)
|
We estimated the fair value based on quoted market prices as of
December 31, 2014
, for similar traded debt.
|
|
Year Ending December 31,
|
|
Year Ended December 31
|
||||||||
|
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(millions, except for percentages)
|
||||||||||
Pension expense
|
$
|
6.3
|
|
|
$
|
0.8
|
|
|
$
|
11.0
|
|
Discount rate
|
3.75
|
%
|
|
4.65
|
%
|
|
3.75
|
%
|
|||
Expected rate of return on plan assets
|
6.15
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
|||
Rate of compensation increases (a)
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
The compensation increase is zero due to the fact that pension benefits for salaried employees are frozen. In addition to the salaried benefits being frozen, there are currently no scheduled increases in pension benefit rates applicable to past service covering hourly employees who continue to accrue benefits.
|
|
|
|
Increase (Decrease)
in Pension Expense
|
||||||||
|
Base
Expense
|
|
0.25 %
Increase
|
|
0.25%
Decrease
|
||||||
|
(millions)
|
||||||||||
2015 Expense
|
|
|
|
|
|
||||||
Discount rate
|
$
|
6.3
|
|
|
$
|
(1.3
|
)
|
|
$
|
1.3
|
|
Expected rate of return on plan assets
|
6.3
|
|
|
(0.8
|
)
|
|
0.8
|
|
|||
|
|
|
|
|
|
||||||
2014 Expense
|
|
|
|
|
|
||||||
Discount rate
|
$
|
0.8
|
|
|
$
|
0.4
|
|
|
$
|
0.9
|
|
Expected rate of return on plan assets
|
0.8
|
|
|
(0.8
|
)
|
|
0.8
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Boise Cascade Company
Consolidated Statements of Operations
|
||||||||||||
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(thousands, except per-share data)
|
||||||||||
Sales
|
|
$
|
3,573,732
|
|
|
$
|
3,273,496
|
|
|
$
|
2,779,062
|
|
|
|
|
|
|
|
|
||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|||
Materials, labor, and other operating expenses (excluding depreciation)
|
|
3,065,671
|
|
|
2,846,614
|
|
|
2,403,445
|
|
|||
Depreciation and amortization
|
|
51,439
|
|
|
38,038
|
|
|
33,407
|
|
|||
Selling and distribution expenses
|
|
264,173
|
|
|
245,283
|
|
|
235,055
|
|
|||
General and administrative expenses
|
|
48,489
|
|
|
45,489
|
|
|
43,122
|
|
|||
Other (income) expense, net
|
|
(1,589
|
)
|
|
(685
|
)
|
|
902
|
|
|||
|
|
3,428,183
|
|
|
3,174,739
|
|
|
2,715,931
|
|
|||
|
|
|
|
|
|
|
||||||
Income from operations
|
|
145,549
|
|
|
98,757
|
|
|
63,131
|
|
|||
|
|
|
|
|
|
|
||||||
Foreign currency exchange gain (loss)
|
|
(432
|
)
|
|
(424
|
)
|
|
37
|
|
|||
Interest expense
|
|
(22,049
|
)
|
|
(20,426
|
)
|
|
(21,757
|
)
|
|||
Interest income
|
|
237
|
|
|
241
|
|
|
392
|
|
|||
|
|
(22,244
|
)
|
|
(20,609
|
)
|
|
(21,328
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income before income taxes
|
|
123,305
|
|
|
78,148
|
|
|
41,803
|
|
|||
Income tax (provision) benefit
|
|
(43,296
|
)
|
|
38,788
|
|
|
(307
|
)
|
|||
Net income
|
|
$
|
80,009
|
|
|
$
|
116,936
|
|
|
$
|
41,496
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
39,412
|
|
|
40,203
|
|
|
29,700
|
|
|||
Diluted
|
|
39,492
|
|
|
40,226
|
|
|
29,700
|
|
|||
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.03
|
|
|
$
|
2.91
|
|
|
$
|
1.40
|
|
Diluted
|
|
$
|
2.03
|
|
|
$
|
2.91
|
|
|
$
|
1.40
|
|
Boise Cascade Company
Consolidated Statements of Comprehensive Income
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(thousands)
|
||||||||||
Net income
|
$
|
80,009
|
|
|
$
|
116,936
|
|
|
$
|
41,496
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Defined benefit pension plans
|
|
|
|
|
|
||||||
Actuarial gain (loss), net of tax of ($28,782), $37,071, and $0, respectively
|
(46,234
|
)
|
|
60,100
|
|
|
(8,432
|
)
|
|||
Amortization of actuarial (gain) loss, net of tax of ($8), $3,510, and $0, respectively
|
(15
|
)
|
|
5,692
|
|
|
7,632
|
|
|||
Amortization of prior service costs and other, net of tax of $0, $116, and $0, respectively
|
—
|
|
|
188
|
|
|
416
|
|
|||
Other comprehensive income (loss), net of tax
|
(46,249
|
)
|
|
65,980
|
|
|
(384
|
)
|
|||
Comprehensive income
|
$
|
33,760
|
|
|
$
|
182,916
|
|
|
$
|
41,112
|
|
Boise Cascade Company
Consolidated Balance Sheets
|
||||||||
|
|
December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(thousands)
|
||||||
ASSETS
|
|
|
|
|
|
|
||
Current
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
163,549
|
|
|
$
|
118,249
|
|
Receivables
|
|
|
|
|
|
|||
Trade, less allowances of $2,062 and $2,509
|
|
172,314
|
|
|
152,240
|
|
||
Related parties
|
|
821
|
|
|
583
|
|
||
Other
|
|
7,311
|
|
|
7,268
|
|
||
Inventories
|
|
394,461
|
|
|
383,359
|
|
||
Deferred income taxes
|
|
20,311
|
|
|
18,151
|
|
||
Prepaid expenses and other
|
|
14,857
|
|
|
7,855
|
|
||
Total current assets
|
|
773,624
|
|
|
687,705
|
|
||
|
|
|
|
|
||||
Property and equipment, net
|
|
368,128
|
|
|
360,985
|
|
||
Timber deposits
|
|
13,819
|
|
|
6,266
|
|
||
Deferred financing costs
|
|
7,149
|
|
|
8,334
|
|
||
Goodwill
|
|
21,823
|
|
|
21,823
|
|
||
Intangible assets, net
|
|
10,183
|
|
|
10,277
|
|
||
Deferred income taxes
|
|
16,684
|
|
|
760
|
|
||
Other assets
|
|
9,075
|
|
|
8,036
|
|
||
Total assets
|
|
$
|
1,220,485
|
|
|
$
|
1,104,186
|
|
Boise Cascade Company
Consolidated Balance Sheets (continued)
|
||||||||
|
|
December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(thousands, except per-share data)
|
||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current
|
|
|
|
|
||||
Accounts payable
|
|
|
|
|
||||
Trade
|
|
$
|
150,693
|
|
|
$
|
139,636
|
|
Related parties
|
|
1,743
|
|
|
2,484
|
|
||
Accrued liabilities
|
|
|
|
|
||||
Compensation and benefits
|
|
66,170
|
|
|
60,527
|
|
||
Interest payable
|
|
3,298
|
|
|
3,294
|
|
||
Other
|
|
33,286
|
|
|
33,076
|
|
||
Total current liabilities
|
|
255,190
|
|
|
239,017
|
|
||
|
|
|
|
|
||||
Debt
|
|
|
|
|
||||
Long-term debt
|
|
301,415
|
|
|
301,613
|
|
||
|
|
|
|
|
||||
Other
|
|
|
|
|
||||
Compensation and benefits
|
|
156,218
|
|
|
96,536
|
|
||
Other long-term liabilities
|
|
15,274
|
|
|
14,539
|
|
||
|
|
171,492
|
|
|
111,075
|
|
||
|
|
|
|
|
||||
Commitments and contingent liabilities
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholders' equity
|
|
|
|
|
||||
Preferred stock, $0.01 par value per share; 50,000 shares authorized, no shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share; 300,000 shares authorized, 43,282 and 43,229 shares issued, respectively
|
|
433
|
|
|
432
|
|
||
Treasury stock, 3,864 shares at cost
|
|
(100,000
|
)
|
|
(100,000
|
)
|
||
Additional paid-in capital
|
|
502,739
|
|
|
496,593
|
|
||
Accumulated other comprehensive loss
|
|
(101,498
|
)
|
|
(55,249
|
)
|
||
Retained earnings
|
|
190,714
|
|
|
110,705
|
|
||
Total stockholders' equity
|
|
492,388
|
|
|
452,481
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
1,220,485
|
|
|
$
|
1,104,186
|
|
Boise Cascade Company
Consolidated Statements of Cash Flows
|
||||||||||||
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(thousands)
|
||||||||||
Cash provided by (used for) operations
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
80,009
|
|
|
$
|
116,936
|
|
|
$
|
41,496
|
|
Items in net income not using (providing) cash
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization, including deferred financing costs and other
|
|
53,052
|
|
|
39,810
|
|
|
37,211
|
|
|||
Stock-based compensation
|
|
5,916
|
|
|
2,869
|
|
|
—
|
|
|||
Pension expense
|
|
838
|
|
|
10,989
|
|
|
12,653
|
|
|||
Deferred income taxes
|
|
10,705
|
|
|
(59,600
|
)
|
|
—
|
|
|||
Other
|
|
(1,589
|
)
|
|
(789
|
)
|
|
(471
|
)
|
|||
Decrease (increase) in working capital, net of acquisitions
|
|
|
|
|
|
|
|
|||||
Receivables
|
|
(20,277
|
)
|
|
(11,014
|
)
|
|
(17,238
|
)
|
|||
Inventories
|
|
(11,102
|
)
|
|
(50,958
|
)
|
|
(41,828
|
)
|
|||
Prepaid expenses and other
|
|
143
|
|
|
(515
|
)
|
|
(652
|
)
|
|||
Accounts payable and accrued liabilities
|
|
15,418
|
|
|
1,151
|
|
|
50,513
|
|
|||
Pension contributions
|
|
(12,071
|
)
|
|
(10,739
|
)
|
|
(8,486
|
)
|
|||
Income taxes payable
|
|
(7,766
|
)
|
|
(2,016
|
)
|
|
133
|
|
|||
Other
|
|
(11,433
|
)
|
|
(2,697
|
)
|
|
4,277
|
|
|||
Net cash provided by operations
|
|
101,843
|
|
|
33,427
|
|
|
77,608
|
|
|||
|
|
|
|
|
|
|
||||||
Cash provided by (used for) investment
|
|
|
|
|
|
|
|
|
||||
Expenditures for property and equipment
|
|
(61,217
|
)
|
|
(45,751
|
)
|
|
(27,386
|
)
|
|||
Acquisitions of businesses and facilities
|
|
—
|
|
|
(103,029
|
)
|
|
(2,355
|
)
|
|||
Proceeds from sales of assets
|
|
4,814
|
|
|
2,167
|
|
|
246
|
|
|||
Other
|
|
(1
|
)
|
|
(67
|
)
|
|
61
|
|
|||
Net cash used for investment
|
|
(56,404
|
)
|
|
(146,680
|
)
|
|
(29,434
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash provided by (used for) financing
|
|
|
|
|
|
|
||||||
Issuances of long-term debt, including revolving credit facility
|
|
57,600
|
|
|
130,000
|
|
|
300,000
|
|
|||
Payments of long-term debt, including revolving credit facility
|
|
(57,600
|
)
|
|
(105,010
|
)
|
|
(244,560
|
)
|
|||
Net proceeds from issuance of common stock
|
|
—
|
|
|
262,488
|
|
|
—
|
|
|||
Treasury stock purchased
|
|
—
|
|
|
(100,000
|
)
|
|
—
|
|
|||
Distributions to Boise Cascade Holdings, L.L.C.
|
|
—
|
|
|
—
|
|
|
(228,268
|
)
|
|||
Financing costs
|
|
(11
|
)
|
|
(2,061
|
)
|
|
(5,822
|
)
|
|||
Other
|
|
(128
|
)
|
|
192
|
|
|
—
|
|
|||
Net cash provided by (used for) financing
|
|
(139
|
)
|
|
185,609
|
|
|
(178,650
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
|
45,300
|
|
|
72,356
|
|
|
(130,476
|
)
|
|||
|
|
|
|
|
|
|
||||||
Balance at beginning of the period
|
|
118,249
|
|
|
45,893
|
|
|
176,369
|
|
|||
|
|
|
|
|
|
|
||||||
Balance at end of the period
|
|
$
|
163,549
|
|
|
$
|
118,249
|
|
|
$
|
45,893
|
|
Boise Cascade Company
Consolidated Statements of Stockholders' Equity
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings (Accumulated Deficit)
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
|
(thousands)
|
||||||||||||||||||||||||||||
Balance at December 31, 2011
|
29,700
|
|
|
$
|
297
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
482,894
|
|
|
$
|
(120,845
|
)
|
|
$
|
(79,727
|
)
|
|
$
|
282,619
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
41,496
|
|
|
41,496
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(384
|
)
|
|
|
|
(384
|
)
|
||||||||||||
Distributions to Boise Cascade Holdings, L.L.C.
|
|
|
|
|
|
|
|
|
(228,268
|
)
|
|
|
|
|
|
(228,268
|
)
|
||||||||||||
Reclassification of redeemable equity to stockholder's equity
|
|
|
|
|
|
|
|
|
2,306
|
|
|
|
|
|
|
2,306
|
|
||||||||||||
Other
|
|
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
(5
|
)
|
||||||||||||
Balance at December 31, 2012
|
29,700
|
|
|
$
|
297
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
256,927
|
|
|
$
|
(121,229
|
)
|
|
$
|
(38,231
|
)
|
|
$
|
97,764
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
116,936
|
|
|
116,936
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
65,980
|
|
|
|
|
65,980
|
|
||||||||||||
Common stock issued
|
13,529
|
|
|
135
|
|
|
|
|
|
|
262,353
|
|
|
|
|
|
|
262,488
|
|
||||||||||
Treasury stock purchased
|
|
|
|
|
3,864
|
|
|
(100,000
|
)
|
|
|
|
|
|
|
|
(100,000
|
)
|
|||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
2,869
|
|
|
|
|
|
|
2,869
|
|
||||||||||||
Reclassification of redeemable equity to stockholders' equity
|
|
|
|
|
|
|
|
|
6,443
|
|
|
|
|
|
|
6,443
|
|
||||||||||||
Conversion to a corporation
|
|
|
|
|
|
|
|
|
(32,000
|
)
|
|
|
|
32,000
|
|
|
—
|
|
|||||||||||
Other
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
1
|
|
||||||||||||
Balance at December 31, 2013
|
43,229
|
|
|
$
|
432
|
|
|
3,864
|
|
|
$
|
(100,000
|
)
|
|
$
|
496,593
|
|
|
$
|
(55,249
|
)
|
|
$
|
110,705
|
|
|
$
|
452,481
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
80,009
|
|
|
80,009
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(46,249
|
)
|
|
|
|
(46,249
|
)
|
||||||||||||
Common stock issued
|
53
|
|
|
1
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
1
|
|
||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
5,916
|
|
|
|
|
|
|
5,916
|
|
||||||||||||
Other
|
|
|
|
|
|
|
|
|
230
|
|
|
|
|
|
|
230
|
|
||||||||||||
Balance at December 31, 2014
|
43,282
|
|
|
$
|
433
|
|
|
3,864
|
|
|
$
|
(100,000
|
)
|
|
$
|
502,739
|
|
|
$
|
(101,498
|
)
|
|
$
|
190,714
|
|
|
$
|
492,388
|
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
|
|
(thousands)
|
||||||
Finished goods and work in process
|
|
$
|
308,359
|
|
|
$
|
292,218
|
|
Logs
|
|
57,065
|
|
|
65,423
|
|
||
Other raw materials and supplies
|
|
29,037
|
|
|
25,718
|
|
||
|
|
$
|
394,461
|
|
|
$
|
383,359
|
|
|
|
December 31,
2014 |
|
December 31,
2013 |
|
General Range of Estimated Useful Lives in Years
|
|||||||
|
|
(thousands)
|
|
|
|
|
|||||||
Land
|
|
$
|
36,819
|
|
|
$
|
37,345
|
|
|
|
|
|
|
Buildings
|
|
96,804
|
|
|
91,594
|
|
|
20
|
|
-
|
40
|
||
Improvements
|
|
42,699
|
|
|
41,372
|
|
|
10
|
|
-
|
15
|
||
Office equipment and vehicles
|
|
93,620
|
|
|
80,340
|
|
|
3
|
|
-
|
7
|
||
Machinery and equipment
|
|
410,633
|
|
|
380,456
|
|
|
7
|
|
-
|
12
|
||
Construction in progress
|
|
11,118
|
|
|
10,063
|
|
|
|
|
|
|||
|
|
691,693
|
|
|
641,170
|
|
|
|
|
|
|||
Less accumulated depreciation
|
|
(323,565
|
)
|
|
(280,185
|
)
|
|
|
|
|
|||
|
|
$
|
368,128
|
|
|
$
|
360,985
|
|
|
|
|
|
|
|
Year Ended December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Income before income taxes
|
|
$
|
123,305
|
|
|
$
|
78,148
|
|
Statutory U.S. income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
||
|
|
|
|
|
||||
Statutory tax provision
|
|
$
|
43,157
|
|
|
$
|
27,352
|
|
State taxes
|
|
4,097
|
|
|
2,545
|
|
||
Domestic production activities deduction
|
|
(2,031
|
)
|
|
(1,326
|
)
|
||
Other
|
|
(1,927
|
)
|
|
1,307
|
|
||
Total
|
|
$
|
43,296
|
|
|
$
|
29,878
|
|
|
|
|
|
|
||||
Effective income tax rate excluding discrete item
|
|
35.1
|
%
|
|
38.2
|
%
|
||
|
|
|
|
|
||||
Recognition of beginning deferred tax balances
|
|
$
|
—
|
|
|
$
|
(68,666
|
)
|
|
|
|
|
|
||||
Income tax provision (benefit) with discrete item
|
|
$
|
43,296
|
|
|
$
|
(38,788
|
)
|
|
|
|
|
|
||||
Effective income tax rate with discrete item
|
|
35.1
|
%
|
|
(49.6
|
)%
|
|
|
Year Ended December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Current income tax provision (benefit)
|
|
|
|
|
||||
Federal
|
|
$
|
27,568
|
|
|
$
|
17,618
|
|
State
|
|
5,023
|
|
|
3,172
|
|
||
Foreign
|
|
—
|
|
|
22
|
|
||
Total current
|
|
32,591
|
|
|
20,812
|
|
||
|
|
|
|
|
||||
Deferred income tax provision (benefit)
|
|
|
|
|
||||
Federal
|
|
9,740
|
|
|
(54,611
|
)
|
||
State
|
|
965
|
|
|
(4,989
|
)
|
||
Foreign
|
|
—
|
|
|
—
|
|
||
Total deferred
|
|
10,705
|
|
|
(59,600
|
)
|
||
Income tax provision (benefit)
|
|
$
|
43,296
|
|
|
$
|
(38,788
|
)
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Deferred tax assets
|
|
|
|
|
||||
Employee benefits (a)
|
|
$
|
81,414
|
|
|
$
|
55,331
|
|
Deferred financing costs
|
|
455
|
|
|
540
|
|
||
Intangible assets and other
|
|
227
|
|
|
386
|
|
||
Inventories
|
|
6,733
|
|
|
4,657
|
|
||
Canadian net operating loss carryforward (b)
|
|
15,839
|
|
|
17,180
|
|
||
Other
|
|
3,587
|
|
|
3,803
|
|
||
Gross deferred tax assets
|
|
108,255
|
|
|
81,897
|
|
||
Valuation allowance (b)
|
|
(15,839
|
)
|
|
(17,180
|
)
|
||
Net deferred tax assets
|
|
$
|
92,416
|
|
|
$
|
64,717
|
|
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
|
||||
Property and equipment
|
|
$
|
50,199
|
|
|
$
|
40,976
|
|
Intangible assets and other
|
|
4,531
|
|
|
3,968
|
|
||
Other
|
|
691
|
|
|
862
|
|
||
Deferred tax liabilities
|
|
$
|
55,421
|
|
|
$
|
45,806
|
|
|
|
|
|
|
||||
As reported on our Consolidated Balance Sheets
|
|
|
|
|
||||
Current deferred tax assets, net
|
|
$
|
20,311
|
|
|
$
|
18,151
|
|
Noncurrent deferred tax assets, net
|
|
16,684
|
|
|
760
|
|
||
Total deferred tax assets, net
|
|
$
|
36,995
|
|
|
$
|
18,911
|
|
(a)
|
As of December 31, 2014, the increase relates to the tax effect of changes in recorded pension liabilities. See Note 7, Retirement and Benefit Plans, for more information.
|
(b)
|
We have an investment in foreign subsidiaries, which at December 31, 2014 and 2013, had
$15.8 million
and
$17.2 million
, respectively, of deferred tax assets. The deferred tax assets resulted primarily from net operating losses and were fully offset by a valuation allowance. The net operating losses will expire beginning in 2015 and the proceeding 20 years.
|
|
|
Year Ended December 31
|
||||||
|
|
2014
|
|
2013
|
||||
Domestic
|
|
$
|
122,727
|
|
|
$
|
82,529
|
|
Foreign
|
|
578
|
|
|
(4,381
|
)
|
||
Income before income taxes
|
|
$
|
123,305
|
|
|
$
|
78,148
|
|
4.
|
Net Income Per Common Share
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(thousands, except per-share data)
|
||||||||||
Net income
|
$
|
80,009
|
|
|
$
|
116,936
|
|
|
$
|
41,496
|
|
Weighted average common shares outstanding during the period (for basic calculation)
|
39,412
|
|
|
40,203
|
|
|
29,700
|
|
|||
Dilutive effect of other potential common shares
|
80
|
|
|
23
|
|
|
—
|
|
|||
Weighted average common shares and potential common shares (for diluted calculation)
|
39,492
|
|
|
40,226
|
|
|
29,700
|
|
|||
|
|
|
|
|
|
||||||
Net income per common share - Basic
|
$
|
2.03
|
|
|
$
|
2.91
|
|
|
$
|
1.40
|
|
Net income per common share - Diluted
|
$
|
2.03
|
|
|
$
|
2.91
|
|
|
$
|
1.40
|
|
5.
|
Debt
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
|
|
(thousands)
|
||||||
Asset-based revolving credit facility
|
|
$
|
—
|
|
|
$
|
—
|
|
6.375% senior notes
|
|
299,990
|
|
|
299,990
|
|
||
Unamortized premium on 6.375% senior notes
|
|
1,425
|
|
|
1,623
|
|
||
Long-term debt
|
|
$
|
301,415
|
|
|
$
|
301,613
|
|
2015
|
|
$
|
13,042
|
|
2016
|
|
9,909
|
|
|
2017
|
|
9,583
|
|
|
2018
|
|
9,142
|
|
|
2019
|
|
8,819
|
|
|
Thereafter
|
|
32,854
|
|
|
Total
|
|
$
|
83,349
|
|
•
|
Benefits for salaried employees were frozen so that no future benefits have accrued since December 31, 2009.
|
•
|
From 2011 through 2014, plan amendments affected certain union and non-union hourly employees by closing participation and freezing future benefits. The benefit for hourly employees is generally based on a fixed amount per year of service (years of service determined as of the freeze dates). In connection with these amendments, we recognized
$0.2 million
and
$0.3 million
, respectively, of noncash curtailment losses during the years ended December 31, 2013 and 2012. As a result, only certain hourly employees continue to accrue benefits after the effective dates of these amendments.
|
|
|
December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(thousands)
|
||||||
Change in benefit obligation
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
443,313
|
|
|
$
|
504,684
|
|
Service cost
|
|
1,682
|
|
|
2,686
|
|
||
Interest cost
|
|
20,179
|
|
|
18,626
|
|
||
Actuarial (gain) loss
|
|
82,090
|
|
|
(62,643
|
)
|
||
Benefits paid (a)
|
|
(33,466
|
)
|
|
(20,040
|
)
|
||
Benefit obligation at end of year
|
|
513,798
|
|
|
443,313
|
|
||
|
|
|
|
|
||||
Change in plan assets
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
357,280
|
|
|
312,224
|
|
||
Actual return on plan assets
|
|
28,074
|
|
|
54,357
|
|
||
Employer contributions
|
|
12,071
|
|
|
10,739
|
|
||
Benefits paid (a)
|
|
(33,466
|
)
|
|
(20,040
|
)
|
||
Fair value of plan assets at end of year
|
|
363,959
|
|
|
357,280
|
|
||
|
|
|
|
|
||||
Underfunded status
|
|
$
|
(149,839
|
)
|
|
$
|
(86,033
|
)
|
|
|
|
|
|
||||
Amounts recognized on our Consolidated Balance Sheets
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(2,978
|
)
|
|
$
|
(679
|
)
|
Noncurrent liabilities
|
|
(146,861
|
)
|
|
(85,354
|
)
|
||
Net liability
|
|
$
|
(149,839
|
)
|
|
$
|
(86,033
|
)
|
|
|
|
|
|
||||
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
||||
Net actuarial loss
|
|
$
|
89,592
|
|
|
$
|
14,552
|
|
Prior service cost
|
|
—
|
|
|
—
|
|
||
Net loss recognized
|
|
$
|
89,592
|
|
|
$
|
14,552
|
|
(a)
|
Benefits paid during the year ended December 31, 2014 includes approximately
$15 million
of lump-sum cash payments to certain terminated and vested participants in settlement of pension obligations.
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(thousands)
|
||||||||||
Service cost
|
$
|
1,682
|
|
|
$
|
2,686
|
|
|
$
|
4,762
|
|
Interest cost
|
20,179
|
|
|
18,626
|
|
|
19,234
|
|
|||
Expected return on plan assets
|
(21,000
|
)
|
|
(19,829
|
)
|
|
(19,390
|
)
|
|||
Amortization of actuarial (gain) loss
|
(23
|
)
|
|
9,202
|
|
|
7,632
|
|
|||
Amortization of prior service costs and other
|
—
|
|
|
90
|
|
|
165
|
|
|||
Plan settlement/curtailment expense
|
—
|
|
|
214
|
|
|
250
|
|
|||
Net periodic benefit cost
|
838
|
|
|
10,989
|
|
|
12,653
|
|
|||
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss
|
|
|
|
|
|
||||||
Net actuarial (gain) loss
|
75,016
|
|
|
(97,171
|
)
|
|
8,432
|
|
|||
Amortization of actuarial gain (loss)
|
23
|
|
|
(9,202
|
)
|
|
(7,632
|
)
|
|||
Amortization of prior service costs and other
|
—
|
|
|
(304
|
)
|
|
(416
|
)
|
|||
Total recognized in other comprehensive (income) loss
|
75,039
|
|
|
(106,677
|
)
|
|
384
|
|
|||
Total recognized in net periodic cost and other comprehensive (income) loss
|
$
|
75,877
|
|
|
$
|
(95,688
|
)
|
|
$
|
13,037
|
|
|
December 31
|
||||
|
2014
|
|
2013
|
||
Weighted average assumptions
|
|
|
|
||
Discount rate
|
3.75
|
%
|
|
4.65
|
%
|
Rate of compensation increases (a)
|
—
|
%
|
|
—
|
%
|
|
|
December 31
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Weighted average assumptions
|
|
|
|
|
|
|
|||
Discount rate
|
|
4.65
|
%
|
|
3.75
|
%
|
|
4.20
|
%
|
Expected long-term rate of return on plan assets
|
|
6.50
|
%
|
|
6.50
|
%
|
|
6.75
|
%
|
Rate of compensation increases (a)
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
(a)
|
Pension benefits for all salaried employees are frozen, resulting in an assumption for the rate of compensation increase of zero. In addition to the salaried benefits being frozen, there are currently no scheduled increases in pension benefit rates applicable to past service covering hourly employees who continue to accrue benefits.
|
|
|
December 31, 2014
|
||||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
(a)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
|
|
(thousands)
|
||||||||||||||
Equity securities
|
|
|
|
|
|
|
|
|
||||||||
Large-cap U.S. equity securities (b)
|
|
$
|
—
|
|
|
$
|
111,599
|
|
|
$
|
—
|
|
|
$
|
111,599
|
|
Small- and mid-cap U.S. equity securities (c)
|
|
—
|
|
|
18,331
|
|
|
—
|
|
|
18,331
|
|
||||
International equity securities (d)
|
|
—
|
|
|
73,130
|
|
|
—
|
|
|
73,130
|
|
||||
Fixed-income securities (e)
|
|
—
|
|
|
125,706
|
|
|
—
|
|
|
125,706
|
|
||||
Hedge fund (f)
|
|
—
|
|
|
16,242
|
|
|
—
|
|
|
16,242
|
|
||||
Real estate (g)
|
|
—
|
|
|
—
|
|
|
17,802
|
|
|
17,802
|
|
||||
Total investments at fair value
|
|
$
|
—
|
|
|
$
|
345,008
|
|
|
$
|
17,802
|
|
|
362,810
|
|
|
Receivables and accrued expenses, net
|
|
|
|
|
|
|
|
1,149
|
|
|||||||
Fair value of plan assets
|
|
|
|
|
|
|
|
$
|
363,959
|
|
|
|
December 31, 2013
|
||||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
(a)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
|
|
(thousands)
|
||||||||||||||
Equity securities
|
|
|
|
|
|
|
|
|
||||||||
Large-cap U.S. equity securities (b)
|
|
$
|
—
|
|
|
$
|
124,130
|
|
|
$
|
—
|
|
|
$
|
124,130
|
|
Small- and mid-cap U.S. equity securities (c)
|
|
—
|
|
|
20,344
|
|
|
—
|
|
|
20,344
|
|
||||
International equity securities (d)
|
|
—
|
|
|
84,199
|
|
|
—
|
|
|
84,199
|
|
||||
Fixed-income securities (e)
|
|
—
|
|
|
96,324
|
|
|
—
|
|
|
96,324
|
|
||||
Hedge fund (f)
|
|
—
|
|
|
15,205
|
|
|
—
|
|
|
15,205
|
|
||||
Real estate (g)
|
|
—
|
|
|
—
|
|
|
16,055
|
|
|
16,055
|
|
||||
Total investments at fair value
|
|
$
|
—
|
|
|
$
|
340,202
|
|
|
$
|
16,055
|
|
|
356,257
|
|
|
Receivables and accrued expenses, net
|
|
|
|
|
|
|
|
1,023
|
|
|||||||
Fair value of plan assets
|
|
|
|
|
|
|
|
$
|
357,280
|
|
(a)
|
Equity and fixed-income securities represent common collective trusts managed by Russell Trust Company. The funds are valued at the net asset value (NAV) provided by Russell Trust Company, the administrator of the funds. The NAV is a practical expedient for fair value and is based on the value of the assets owned by the fund, less liabilities at year-end. While the underlying assets are actively traded on an exchange, the funds are not. We have the ability to redeem these equity and fixed-income securities with a one-day notice.
|
(b)
|
Invested in the Russell Equity I Fund at December 31, 2014 and 2013. The fund seeks returns that exceed the Russell 1000 Index by investing in large-capitalization stocks of the U.S. stock market. In addition, at December 31, 2014 and 2013, our investments in this category included the Russell 1000 Index Fund, which seeks to track the investment results of an index composed of large- and mid-capitalization stocks of the U.S. stock market.
|
(c)
|
Invested in the Russell Equity II Fund. The fund seeks returns that exceed the Russell 2500 Index by investing in the small- and mid-capitalization stocks of the U.S. stock market.
|
(d)
|
Invested in the Russell International Fund with Active Currency at
December 31, 2014
and
2013
, which benchmarks against the Russell Developed ex-U.S. Large Cap Index Net and seeks favorable total returns and additional diversification through investment in non-U.S. equity securities and active currency management. The fund participates primarily in the stock markets of Europe and the Pacific Rim and seeks to opportunistically add value through active investment in foreign currencies. In addition, at December 31, 2014 and 2013, our investments in this category included the Russell Emerging Market Fund, which benchmarks against the Russell Emerging Markets Index and is designed to maintain a broadly diversified exposure to emerging market countries. At December 31, 2014 and 2013, investments in emerging markets represent approximately
23%
and
20%
, respectively, of our international portfolio.
|
(e)
|
Invested in the Russell Multi-Manager Bond Fund at
December 31, 2014
and
2013
. The fund seeks to outperform the Barclays Capital U.S. Aggregate Bond Index over a full market cycle. The fund is designed to provide current income and, as a secondary objective, capital appreciation through a variety of diversified strategies, including sector rotation, modest interest rate timing, security selection, and tactical use of high-yield and emerging market bonds. In addition, at December 31, 2014, our investments in this category included the Russell Long Duration Fixed Income Fund, which is designed to provide maximum total return through diversified strategies including sector rotation, modest interest rate timing, security selection, and tactical use of high-yield, emerging market bonds and other non-index securities.
|
(f)
|
The fund seeks to produce high risk-adjusted returns while targeting a low long-term average correlation to traditional markets. The fund invests internationally in a broad range of instruments, including, but not limited to, equities, currencies, convertible securities, futures, forwards, options, swaps, and other derivative products. The fair value of the hedge fund is estimated using the NAV of the investments as a practical expedient for fair value. We have the ability to redeem these investments at NAV within the near term, and they are thus classified within Level 2.
|
(g)
|
Invested in the Russell Real Estate Equity Fund. Real estate investments include those in limited partnerships that invest in various domestic commercial and residential real estate projects. The fair values of real estate assets are typically determined by using income and/or cost approaches or a comparable sales approach, taking into consideration discount and capitalization rates, financial conditions, local market conditions, and the status of the capital markets, and they are thus classified within Level 3. Notwithstanding the above, the variety of valuation bases adopted and quality of management data of the underlying assets means that there are inherent difficulties in determining the value of the investments. Amounts realized on the sale of these investments may differ from the calculated values. We have the ability to redeem the real estate investments with a 110-calendar-day written notice prior to a quarterly trade date.
|
|
|
December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(thousands)
|
||||||
Balance, beginning of year
|
|
$
|
16,055
|
|
|
$
|
14,310
|
|
Unrealized gain
|
|
1,747
|
|
|
1,745
|
|
||
Balance, end of year
|
|
$
|
17,802
|
|
|
$
|
16,055
|
|
|
|
Pension Benefits
|
||
|
|
(thousands)
|
||
2015
|
|
$
|
21,882
|
|
2016
|
|
22,836
|
|
|
2017
|
|
22,478
|
|
|
2018
|
|
23,829
|
|
|
2019
|
|
24,880
|
|
|
Years 2020-2024
|
|
136,083
|
|
|
|
PSUs
|
|
RSUs
|
|||||||||||
|
|
Number of shares
|
|
Weighted Average Grant-Date Fair Value
|
|
Number of shares
|
|
Weighted Average Grant-Date Fair Value
|
|||||||
Outstanding, December 31, 2013
|
|
90,124
|
|
|
$
|
26.65
|
|
|
14,161
|
|
|
$
|
26.65
|
|
|
Granted
|
|
100,692
|
|
|
30.32
|
|
|
128,497
|
|
|
30.41
|
|
|||
Performance true-up
|
|
10,767
|
|
|
26.65
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
|
(77,056
|
)
|
|
26.65
|
|
|
(64,807
|
)
|
|
29.57
|
|
|||
Forfeited
|
|
(7,968
|
)
|
|
28.93
|
|
|
(12,987
|
)
|
|
30.32
|
|
|||
Outstanding, December 31, 2014
|
|
116,559
|
|
|
$
|
29.66
|
|
|
$
|
64,864
|
|
|
$
|
30.45
|
|
|
|
Number of Options
|
|
Weighted Average Exercise Price Per Option
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
|
|||||
|
|
|
|
|
|
(years)
|
|
(thousands)
|
|||||
Outstanding, December 31, 2013
|
|
161,257
|
|
|
$
|
27.19
|
|
|
|
|
|
||
Exercised
|
|
(7,850
|
)
|
|
27.19
|
|
|
|
|
|
|||
Cancelled/Forfeited
|
|
(12,175
|
)
|
|
27.19
|
|
|
|
|
|
|||
Outstanding, December 31, 2014
|
|
141,232
|
|
|
$
|
27.19
|
|
|
8.2
|
|
$
|
1,407
|
|
Vested and expected to vest, December 31, 2014
|
|
131,140
|
|
|
$
|
27.19
|
|
|
8.2
|
|
$
|
1,306
|
|
Exercisable, December 31, 2014
|
|
45,276
|
|
|
$
|
27.19
|
|
|
8.2
|
|
$
|
451
|
|
|
Year Ended December 31, 2013
|
||
Expected volatility
|
60.9
|
%
|
|
Expected life (in years)
|
6.0
|
|
|
Risk-free interest rate
|
1.0
|
%
|
|
Expected dividends
|
—
|
|
|
Weighted average fair value per option granted
|
$
|
14.87
|
|
|
|
Year Ended December 31
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(thousands)
|
||||||
PSUs
|
|
$
|
3,169
|
|
|
$
|
1,932
|
|
RSUs
|
|
2,018
|
|
|
274
|
|
||
Stock options
|
|
729
|
|
|
663
|
|
||
Total
|
|
$
|
5,916
|
|
|
$
|
2,869
|
|
|
|
Changes in Accumulated Other Comprehensive Loss
|
||||||||||
|
|
Year Ended December 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(thousands)
|
||||||||||
Beginning Balance, net of taxes
|
|
$
|
(55,249
|
)
|
|
$
|
(121,229
|
)
|
|
$
|
(120,845
|
)
|
Net actuarial gain (loss), current-period changes, before taxes
|
|
(75,016
|
)
|
|
97,171
|
|
|
(8,432
|
)
|
|||
Amortization of actuarial (gain) loss, amounts reclassified from accumulated other comprehensive loss, before taxes (a)
|
|
(23
|
)
|
|
9,202
|
|
|
7,632
|
|
|||
Amortization of prior service costs and other, amounts reclassified from accumulated other comprehensive loss, before taxes (a)
|
|
—
|
|
|
304
|
|
|
416
|
|
|||
Income taxes
|
|
28,790
|
|
|
(40,697
|
)
|
|
—
|
|
|||
Ending Balance, net of taxes
|
|
$
|
(101,498
|
)
|
|
$
|
(55,249
|
)
|
|
$
|
(121,229
|
)
|
(a)
|
Represents amounts reclassified from accumulated other comprehensive loss. These amounts are included in the computation of net periodic pension cost. For additional information, see Note 7, Retirement and Benefit Plans.
|
10.
|
Acquisitions
|
|
|
Pro Forma
|
||||||
|
|
Year Ended December 31
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(unaudited, thousands, except per-share data)
|
||||||
Sales
|
|
$
|
3,380,195
|
|
|
$
|
2,905,380
|
|
Net income (a)(b)
|
|
$
|
124,709
|
|
|
$
|
44,656
|
|
Net income per common share - Basic and Diluted (c)
|
|
$
|
3.28
|
|
|
$
|
1.73
|
|
(a)
|
The pro forma financial information for the year ended December 31, 2013, was adjusted to exclude
$1.1 million
of acquisition-related costs for legal, accounting, and other advisory-related services and
$1.2 million
of secondary offering expenses.
|
(b)
|
The year ended December 31, 2013, includes a
$68.7 million
income tax benefit associated with the recording of net deferred tax assets upon our conversion to a corporation in connection with our initial public offering.
|
(c)
|
Pro forma weighted average common shares outstanding for both periods has been computed to give effect to the repurchase of
3,864,062
shares of Boise Cascade common stock from BC Holdings on July 30, 2013, as if such transaction had occurred on January 1, 2012.
|
11.
|
Goodwill and Intangible Assets
|
|
|
Building
Materials
Distribution
|
|
Wood
Products
|
|
Corporate
and
Other
|
|
Total
|
||||||||
|
|
(thousands)
|
||||||||||||||
Balance at December 31, 2014 and 2013
|
|
$
|
5,593
|
|
|
$
|
16,230
|
|
|
$
|
—
|
|
|
$
|
21,823
|
|
|
|
December 31, 2014
|
||||||||||
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
|
|
(thousands)
|
||||||||||
Trade names and trademarks
|
|
$
|
8,900
|
|
|
$
|
—
|
|
|
$
|
8,900
|
|
Customer relationships
|
|
1,400
|
|
|
(117
|
)
|
|
1,283
|
|
|||
|
|
$
|
10,300
|
|
|
$
|
(117
|
)
|
|
$
|
10,183
|
|
|
|
December 31, 2013
|
||||||||||
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
|
|
(thousands)
|
||||||||||
Trade names and trademarks
|
|
$
|
8,900
|
|
|
$
|
—
|
|
|
$
|
8,900
|
|
Customer relationships
|
|
1,400
|
|
|
(23
|
)
|
|
1,377
|
|
|||
|
|
$
|
10,300
|
|
|
$
|
(23
|
)
|
|
$
|
10,277
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(millions)
|
||||||||||
Wood Products
|
|
|
|
|
|
|
||||||
Plywood and veneer
|
|
$
|
413.6
|
|
|
$
|
367.8
|
|
|
$
|
324.6
|
|
Engineered wood products
|
|
125.9
|
|
|
104.4
|
|
|
87.9
|
|
|||
Lumber
|
|
113.7
|
|
|
97.3
|
|
|
77.4
|
|
|||
Byproducts
|
|
56.1
|
|
|
42.5
|
|
|
44.6
|
|
|||
Particleboard
|
|
52.3
|
|
|
40.2
|
|
|
33.1
|
|
|||
Other
|
|
25.7
|
|
|
21.7
|
|
|
21.8
|
|
|||
|
|
787.2
|
|
|
674.0
|
|
|
589.3
|
|
|||
|
|
|
|
|
|
|
||||||
Building Materials Distribution
|
|
|
|
|
|
|
||||||
Commodity
|
|
1,376.1
|
|
|
1,333.2
|
|
|
1,092.7
|
|
|||
General line
|
|
937.3
|
|
|
857.9
|
|
|
794.9
|
|
|||
Engineered wood products
|
|
473.1
|
|
|
408.4
|
|
|
302.2
|
|
|||
|
|
2,786.5
|
|
|
2,599.5
|
|
|
2,189.8
|
|
|||
|
|
$
|
3,573.7
|
|
|
$
|
3,273.5
|
|
|
$
|
2,779.1
|
|
|
|
|
|
|
|
|
|
Income
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
(Loss)
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Sales
|
|
Before
|
|
Depreciation
|
|
|
|
Capital
|
|
|
||||||||||||||||||||
|
|
|
|
Inter-
|
|
|
|
Income
|
|
and
|
|
EBITDA
|
|
Expendi-
|
|
|
||||||||||||||||
|
|
Trade
|
|
segment
|
|
Total
|
|
Taxes
|
|
Amortization
|
|
(b)
|
|
tures
|
|
Assets
|
||||||||||||||||
|
|
(millions)
|
|
|
|
|
||||||||||||||||||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Wood Products
|
|
$
|
787.2
|
|
|
$
|
529.8
|
|
|
$
|
1,317.0
|
|
|
$
|
108.4
|
|
|
$
|
41.5
|
|
|
$
|
149.8
|
|
|
$
|
40.3
|
|
|
$
|
533.1
|
|
Building Materials Distribution
|
|
2,786.5
|
|
|
0.1
|
|
|
2,786.7
|
|
|
56.7
|
|
|
9.8
|
|
|
66.5
|
|
|
20.3
|
|
|
483.6
|
|
||||||||
Corporate and Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.9
|
)
|
|
0.2
|
|
|
(19.8
|
)
|
|
0.6
|
|
|
203.9
|
|
||||||||
Intersegment eliminations
|
|
—
|
|
|
(529.9
|
)
|
|
(529.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
$
|
3,573.7
|
|
|
$
|
—
|
|
|
$
|
3,573.7
|
|
|
145.1
|
|
|
$
|
51.4
|
|
|
$
|
196.6
|
|
|
$
|
61.2
|
|
|
$
|
1,220.5
|
|
|
Interest expense
|
|
|
|
|
|
|
|
(22.0
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
$
|
123.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
(Loss)
|
|
|
|
|
|
Capital
|
|
|
||||||||||||||||
|
|
Sales
|
|
Before
|
|
Depreciation
|
|
|
|
Expendi-
|
|
|
||||||||||||||||||||
|
|
|
|
Inter-
|
|
|
|
Income
|
|
and
|
|
EBITDA
|
|
tures
|
|
|
||||||||||||||||
|
|
Trade
|
|
segment
|
|
Total
|
|
Taxes
|
|
Amortization
|
|
(b)
|
|
(a)
|
|
Assets
|
||||||||||||||||
|
|
(millions)
|
|
|
|
|
||||||||||||||||||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Wood Products
|
|
$
|
674.0
|
|
|
$
|
460.1
|
|
|
$
|
1,134.1
|
|
|
$
|
77.7
|
|
|
$
|
28.7
|
|
|
$
|
106.3
|
|
|
$
|
133.6
|
|
|
$
|
514.5
|
|
Building Materials Distribution
|
|
2,599.5
|
|
|
0.1
|
|
|
2,599.6
|
|
|
39.9
|
|
|
9.2
|
|
|
49.2
|
|
|
14.7
|
|
|
456.1
|
|
||||||||
Corporate and Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.3
|
)
|
|
0.1
|
|
|
(19.1
|
)
|
|
0.5
|
|
|
133.6
|
|
||||||||
Intersegment eliminations
|
|
—
|
|
|
(460.2
|
)
|
|
(460.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
$
|
3,273.5
|
|
|
$
|
—
|
|
|
$
|
3,273.5
|
|
|
98.3
|
|
|
$
|
38.0
|
|
|
$
|
136.4
|
|
|
$
|
148.8
|
|
|
$
|
1,104.2
|
|
|
Interest expense
|
|
|
|
|
|
|
|
(20.4
|
)
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest income
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
$
|
78.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
(Loss)
|
|
|
|
|
|
Capital
|
|
|
||||||||||||||||
|
|
Sales
|
|
Before
|
|
Depreciation
|
|
|
|
Expendi-
|
|
|
||||||||||||||||||||
|
|
|
|
Inter-
|
|
|
|
Income
|
|
and
|
|
EBITDA
|
|
tures
|
|
|
||||||||||||||||
|
|
Trade
|
|
segment
|
|
Total
|
|
Taxes
|
|
Amortization
|
|
(b)
|
|
(a)
|
|
Assets
|
||||||||||||||||
|
|
(millions)
|
|
|
|
|
||||||||||||||||||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Wood Products
|
|
$
|
589.3
|
|
|
$
|
353.9
|
|
|
$
|
943.3
|
|
|
$
|
55.8
|
|
|
$
|
24.4
|
|
|
$
|
80.2
|
|
|
$
|
22.7
|
|
|
$
|
366.1
|
|
Building Materials Distribution
|
|
2,189.8
|
|
|
0.5
|
|
|
2,190.2
|
|
|
24.0
|
|
|
8.8
|
|
|
32.9
|
|
|
7.1
|
|
|
415.7
|
|
||||||||
Corporate and Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.7
|
)
|
|
0.1
|
|
|
(16.5
|
)
|
|
—
|
|
|
46.0
|
|
||||||||
Intersegment eliminations
|
|
—
|
|
|
(354.4
|
)
|
|
(354.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
$
|
2,779.1
|
|
|
$
|
—
|
|
|
$
|
2,779.1
|
|
|
63.2
|
|
|
$
|
33.4
|
|
|
$
|
96.6
|
|
|
$
|
29.7
|
|
|
$
|
827.8
|
|
|
Interest expense
|
|
|
|
|
|
|
|
(21.8
|
)
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest income
|
|
|
|
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
$
|
41.8
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Capital spending in 2013 for Wood Products includes
$103.0 million
for the acquisition of
two
plywood manufacturing facilities in the Carolinas. Capital spending in 2012 for Wood Products includes
$2.4 million
for the acquisition of a sawmill in Arden, Washington.
|
(b)
|
EBITDA is defined as income (loss) before interest (interest expense and interest income), income taxes, and depreciation and amortization. EBITDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance and to decide how to allocate resources to segments. We believe EBITDA is useful to investors because it provides a means to evaluate the operating performance of our segments and our company on an ongoing basis using criteria that are used by our internal decision makers and because it is frequently used by investors and other interested parties when comparing companies in our industry that have different financing and capital structures and/or tax rates. We believe EBITDA is a meaningful measure because it presents a transparent view of our recurring operating performance and allows management to readily view operating trends, perform analytical comparisons, and identify strategies to improve operating performance. EBITDA, however, is not a measure of our liquidity or financial performance under generally accepted accounting principles (GAAP) and should not be considered as an alternative to net income (loss), income (loss) from operations, or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity. The use of EBITDA instead of net income (loss) or segment income (loss) has limitations as an analytical tool, including the inability to determine profitability; the exclusion of interest expense, interest income, and
associated significant cash requirements; and the exclusion of depreciation and amortization, which represent unavoidable operating costs. Management compensates for the limitations of EBITDA by relying on our GAAP results. Our measure of EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.
|
|
|
Year Ended December 31
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(millions)
|
||||||||||
Net income
(1)
|
|
$
|
80.0
|
|
|
$
|
116.9
|
|
|
$
|
41.5
|
|
Interest expense
|
|
22.0
|
|
|
20.4
|
|
|
21.8
|
|
|||
Interest income
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|||
Income tax provision (benefit)
(1)
|
|
43.3
|
|
|
(38.8
|
)
|
|
0.3
|
|
|||
Depreciation and amortization
|
|
51.4
|
|
|
38.0
|
|
|
33.4
|
|
|||
EBITDA
|
|
$
|
196.6
|
|
|
$
|
136.4
|
|
|
$
|
96.6
|
|
(1)
|
The year ended December 31, 2013, includes a
$68.7 million
income tax benefit associated with the recording of net deferred tax assets upon our conversion to a corporation.
|
|
|
2014 (a)
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
|
(millions, except per-share amounts)
|
||||||||||||||
Net sales
|
|
$
|
767.2
|
|
|
$
|
961.2
|
|
|
$
|
983.3
|
|
|
$
|
862.0
|
|
Income from operations
|
|
$
|
14.6
|
|
|
$
|
45.9
|
|
|
$
|
56.2
|
|
|
$
|
28.9
|
|
Net income
|
|
$
|
5.6
|
|
|
$
|
26.4
|
|
|
$
|
32.3
|
|
|
$
|
15.7
|
|
Net income per common share – Basic and Diluted
|
|
$
|
0.14
|
|
|
$
|
0.67
|
|
|
$
|
0.82
|
|
|
$
|
0.40
|
|
|
|
2013
|
||||||||||||||
|
|
First Quarter (b)
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter (a)
|
||||||||
|
|
(millions, except per-share amounts)
|
||||||||||||||
Net sales
|
|
$
|
744.9
|
|
|
$
|
852.3
|
|
|
$
|
878.0
|
|
|
$
|
798.3
|
|
Income from operations
|
|
$
|
24.6
|
|
|
$
|
22.2
|
|
|
$
|
30.5
|
|
|
$
|
21.4
|
|
Net income
|
|
$
|
80.8
|
|
|
$
|
10.4
|
|
|
$
|
15.9
|
|
|
$
|
9.8
|
|
Net income per common share – Basic and Diluted
|
|
$
|
2.15
|
|
|
$
|
0.24
|
|
|
$
|
0.39
|
|
|
$
|
0.25
|
|
(a)
|
Each quarter of 2014, as well as the three months ended December 31, 2013, includes the results of the acquired plywood plants, Chester Wood Products LLC and Moncure Plywood LLC.
|
(b)
|
Net income for the three months ended March 31, 2013, includes a
$68.7 million
income tax benefit associated with recording net deferred tax assets upon our conversion to a corporation.
|
Boise Cascade Company and Subsidiaries
Consolidating Statements of Comprehensive Income (Loss)
For the Year Ended December 31, 2014
|
||||||||||||||||||||
|
|
Boise
Cascade Company (Parent)
|
|
Guarantor
Subsidiaries
|
|
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(thousands)
|
||||||||||||||||||
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade
|
|
$
|
—
|
|
|
$
|
3,560,416
|
|
|
$
|
13,316
|
|
|
$
|
—
|
|
|
$
|
3,573,732
|
|
Intercompany
|
|
—
|
|
|
—
|
|
|
18,224
|
|
|
(18,224
|
)
|
|
—
|
|
|||||
|
|
—
|
|
|
3,560,416
|
|
|
31,540
|
|
|
(18,224
|
)
|
|
3,573,732
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Materials, labor, and other operating expenses (excluding depreciation)
|
|
—
|
|
|
3,057,603
|
|
|
27,956
|
|
|
(19,888
|
)
|
|
3,065,671
|
|
|||||
Depreciation and amortization
|
|
179
|
|
|
50,070
|
|
|
1,190
|
|
|
—
|
|
|
51,439
|
|
|||||
Selling and distribution expenses
|
|
—
|
|
|
261,749
|
|
|
2,424
|
|
|
—
|
|
|
264,173
|
|
|||||
General and administrative expenses
|
|
19,252
|
|
|
27,573
|
|
|
—
|
|
|
1,664
|
|
|
48,489
|
|
|||||
Other (income) expense, net
|
|
(26
|
)
|
|
(889
|
)
|
|
(674
|
)
|
|
—
|
|
|
(1,589
|
)
|
|||||
|
|
19,405
|
|
|
3,396,106
|
|
|
30,896
|
|
|
(18,224
|
)
|
|
3,428,183
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
|
(19,405
|
)
|
|
164,310
|
|
|
644
|
|
|
—
|
|
|
145,549
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency exchange gain (loss)
|
|
(379
|
)
|
|
18
|
|
|
(71
|
)
|
|
—
|
|
|
(432
|
)
|
|||||
Interest expense
|
|
(22,049
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,049
|
)
|
|||||
Interest income
|
|
32
|
|
|
205
|
|
|
—
|
|
|
—
|
|
|
237
|
|
|||||
|
|
(22,396
|
)
|
|
223
|
|
|
(71
|
)
|
|
—
|
|
|
(22,244
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and equity in net income of affiliates
|
|
(41,801
|
)
|
|
164,533
|
|
|
573
|
|
|
—
|
|
|
123,305
|
|
|||||
Income tax (provision) benefit
|
|
(43,402
|
)
|
|
106
|
|
|
—
|
|
|
—
|
|
|
(43,296
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before equity in net income of affiliates
|
|
(85,203
|
)
|
|
164,639
|
|
|
573
|
|
|
—
|
|
|
80,009
|
|
|||||
Equity in net income of affiliates
|
|
165,212
|
|
|
—
|
|
|
—
|
|
|
(165,212
|
)
|
|
—
|
|
|||||
Net income
|
|
80,009
|
|
|
164,639
|
|
|
573
|
|
|
(165,212
|
)
|
|
80,009
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Defined benefit pension plans
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net actuarial loss
|
|
(46,234
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,234
|
)
|
|||||
Amortization of actuarial gain
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||||
Amortization of prior service costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss, net of tax
|
|
(46,249
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,249
|
)
|
|||||
Comprehensive income
|
|
$
|
33,760
|
|
|
$
|
164,639
|
|
|
$
|
573
|
|
|
$
|
(165,212
|
)
|
|
$
|
33,760
|
|
Boise Cascade Company and Subsidiaries
Consolidating Statements of Comprehensive Income (Loss)
For the Year Ended December 31, 2013
|
||||||||||||||||||||
|
|
Boise
Cascade Company (Parent)
|
|
Guarantor
Subsidiaries
|
|
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(thousands)
|
||||||||||||||||||
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade
|
|
$
|
—
|
|
|
$
|
3,258,873
|
|
|
$
|
14,623
|
|
|
$
|
—
|
|
|
$
|
3,273,496
|
|
Intercompany
|
|
—
|
|
|
—
|
|
|
12,259
|
|
|
(12,259
|
)
|
|
—
|
|
|||||
|
|
—
|
|
|
3,258,873
|
|
|
26,882
|
|
|
(12,259
|
)
|
|
3,273,496
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Materials, labor, and other operating expenses (excluding depreciation)
|
|
—
|
|
|
2,831,103
|
|
|
28,338
|
|
|
(12,827
|
)
|
|
2,846,614
|
|
|||||
Depreciation and amortization
|
|
140
|
|
|
36,682
|
|
|
1,216
|
|
|
—
|
|
|
38,038
|
|
|||||
Selling and distribution expenses
|
|
—
|
|
|
242,743
|
|
|
2,540
|
|
|
—
|
|
|
245,283
|
|
|||||
General and administrative expenses
|
|
18,786
|
|
|
26,135
|
|
|
—
|
|
|
568
|
|
|
45,489
|
|
|||||
Other (income) expense, net
|
|
(150
|
)
|
|
324
|
|
|
(859
|
)
|
|
—
|
|
|
(685
|
)
|
|||||
|
|
18,776
|
|
|
3,136,987
|
|
|
31,235
|
|
|
(12,259
|
)
|
|
3,174,739
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
|
(18,776
|
)
|
|
121,886
|
|
|
(4,353
|
)
|
|
—
|
|
|
98,757
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency exchange loss
|
|
(292
|
)
|
|
(115
|
)
|
|
(17
|
)
|
|
—
|
|
|
(424
|
)
|
|||||
Interest expense
|
|
(20,426
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,426
|
)
|
|||||
Interest income
|
|
83
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
241
|
|
|||||
|
|
(20,635
|
)
|
|
43
|
|
|
(17
|
)
|
|
—
|
|
|
(20,609
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and equity in net income of affiliates
|
|
(39,411
|
)
|
|
121,929
|
|
|
(4,370
|
)
|
|
—
|
|
|
78,148
|
|
|||||
Income tax (provision) benefit
|
|
38,656
|
|
|
154
|
|
|
(22
|
)
|
|
—
|
|
|
38,788
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before equity in net income of affiliates
|
|
(755
|
)
|
|
122,083
|
|
|
(4,392
|
)
|
|
—
|
|
|
116,936
|
|
|||||
Equity in net income of affiliates
|
|
117,691
|
|
|
—
|
|
|
—
|
|
|
(117,691
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
116,936
|
|
|
122,083
|
|
|
(4,392
|
)
|
|
(117,691
|
)
|
|
116,936
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Defined benefit pension plans
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net actuarial gain
|
|
60,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,100
|
|
|||||
Amortization of actuarial loss
|
|
5,692
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,692
|
|
|||||
Amortization of prior service costs
|
|
188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188
|
|
|||||
Other comprehensive income, net of tax
|
|
65,980
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,980
|
|
|||||
Comprehensive income (loss)
|
|
$
|
182,916
|
|
|
$
|
122,083
|
|
|
$
|
(4,392
|
)
|
|
$
|
(117,691
|
)
|
|
$
|
182,916
|
|
Boise Cascade Company and Subsidiaries
Consolidating Statements of Comprehensive Income (Loss)
For the Year Ended December 31, 2012
|
||||||||||||||||||||
|
|
Boise
Cascade Company (Parent)
|
|
Guarantor
Subsidiaries
|
|
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(thousands)
|
||||||||||||||||||
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade
|
|
$
|
—
|
|
|
$
|
2,765,980
|
|
|
$
|
13,082
|
|
|
$
|
—
|
|
|
$
|
2,779,062
|
|
Intercompany
|
|
—
|
|
|
—
|
|
|
13,396
|
|
|
(13,396
|
)
|
|
—
|
|
|||||
|
|
—
|
|
|
2,765,980
|
|
|
26,478
|
|
|
(13,396
|
)
|
|
2,779,062
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Materials, labor, and other operating expenses (excluding depreciation)
|
|
—
|
|
|
2,390,124
|
|
|
27,885
|
|
|
(14,564
|
)
|
|
2,403,445
|
|
|||||
Depreciation and amortization
|
|
120
|
|
|
31,691
|
|
|
1,596
|
|
|
—
|
|
|
33,407
|
|
|||||
Selling and distribution expenses
|
|
—
|
|
|
231,593
|
|
|
3,462
|
|
|
—
|
|
|
235,055
|
|
|||||
General and administrative expenses
|
|
16,425
|
|
|
25,529
|
|
|
—
|
|
|
1,168
|
|
|
43,122
|
|
|||||
Other (income) expense, net
|
|
126
|
|
|
2,818
|
|
|
(2,042
|
)
|
|
—
|
|
|
902
|
|
|||||
|
|
16,671
|
|
|
2,681,755
|
|
|
30,901
|
|
|
(13,396
|
)
|
|
2,715,931
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
|
(16,671
|
)
|
|
84,225
|
|
|
(4,423
|
)
|
|
—
|
|
|
63,131
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency exchange gain (loss)
|
|
149
|
|
|
(124
|
)
|
|
12
|
|
|
—
|
|
|
37
|
|
|||||
Interest expense
|
|
(21,757
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,757
|
)
|
|||||
Interest income
|
|
196
|
|
|
196
|
|
|
—
|
|
|
—
|
|
|
392
|
|
|||||
|
|
(21,412
|
)
|
|
72
|
|
|
12
|
|
|
—
|
|
|
(21,328
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and equity in net income of affiliates
|
|
(38,083
|
)
|
|
84,297
|
|
|
(4,411
|
)
|
|
—
|
|
|
41,803
|
|
|||||
Income tax provision
|
|
(300
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(307
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before equity in net income of affiliates
|
|
(38,383
|
)
|
|
84,290
|
|
|
(4,411
|
)
|
|
—
|
|
|
41,496
|
|
|||||
Equity in net income of affiliates
|
|
79,879
|
|
|
—
|
|
|
—
|
|
|
(79,879
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
41,496
|
|
|
84,290
|
|
|
(4,411
|
)
|
|
(79,879
|
)
|
|
41,496
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Defined benefit pension plans
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net actuarial loss
|
|
(8,432
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,432
|
)
|
|||||
Amortization of actuarial loss
|
|
7,632
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,632
|
|
|||||
Amortization of prior service costs and other
|
|
416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
416
|
|
|||||
Other comprehensive loss
|
|
(384
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(384
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
41,112
|
|
|
$
|
84,290
|
|
|
$
|
(4,411
|
)
|
|
$
|
(79,879
|
)
|
|
$
|
41,112
|
|
Boise Cascade Company and Subsidiaries
Consolidating Balance Sheets at December 31, 2014
|
||||||||||||||||||||
|
|
Boise
Cascade Company (Parent)
|
|
Guarantor
Subsidiaries
|
|
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
163,512
|
|
|
$
|
23
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
163,549
|
|
Receivables
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Trade, less allowances
|
|
237
|
|
|
171,613
|
|
|
464
|
|
|
—
|
|
|
172,314
|
|
|||||
Related parties
|
|
—
|
|
|
821
|
|
|
—
|
|
|
—
|
|
|
821
|
|
|||||
Other
|
|
171
|
|
|
6,908
|
|
|
232
|
|
|
—
|
|
|
7,311
|
|
|||||
Inventories
|
|
—
|
|
|
389,259
|
|
|
5,202
|
|
|
—
|
|
|
394,461
|
|
|||||
Deferred income taxes
|
|
20,305
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
20,311
|
|
|||||
Prepaid expenses and other
|
|
10,756
|
|
|
4,064
|
|
|
37
|
|
|
—
|
|
|
14,857
|
|
|||||
Total current assets
|
|
194,981
|
|
|
572,688
|
|
|
5,955
|
|
|
—
|
|
|
773,624
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property and equipment, net
|
|
1,601
|
|
|
359,474
|
|
|
7,053
|
|
|
—
|
|
|
368,128
|
|
|||||
Timber deposits
|
|
—
|
|
|
13,819
|
|
|
—
|
|
|
—
|
|
|
13,819
|
|
|||||
Deferred financing costs
|
|
7,149
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,149
|
|
|||||
Goodwill
|
|
—
|
|
|
21,823
|
|
|
—
|
|
|
—
|
|
|
21,823
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
10,183
|
|
|
—
|
|
|
—
|
|
|
10,183
|
|
|||||
Deferred income taxes
|
|
16,684
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,684
|
|
|||||
Other assets
|
|
20
|
|
|
9,055
|
|
|
—
|
|
|
—
|
|
|
9,075
|
|
|||||
Investments in affiliates
|
|
771,026
|
|
|
—
|
|
|
—
|
|
|
(771,026
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
991,461
|
|
|
$
|
987,042
|
|
|
$
|
13,008
|
|
|
$
|
(771,026
|
)
|
|
$
|
1,220,485
|
|
Boise Cascade Company and Subsidiaries
Consolidating Balance Sheets at December 31, 2014 (continued)
|
||||||||||||||||||||
|
|
Boise
Cascade Company (Parent)
|
|
Guarantor
Subsidiaries
|
|
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(thousands)
|
||||||||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade
|
|
$
|
7,238
|
|
|
$
|
143,141
|
|
|
$
|
314
|
|
|
$
|
—
|
|
|
$
|
150,693
|
|
Related parties
|
|
—
|
|
|
1,743
|
|
|
—
|
|
|
—
|
|
|
1,743
|
|
|||||
Accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Compensation and benefits
|
|
18,793
|
|
|
46,867
|
|
|
510
|
|
|
—
|
|
|
66,170
|
|
|||||
Interest payable
|
|
3,298
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,298
|
|
|||||
Other
|
|
1,559
|
|
|
30,163
|
|
|
1,564
|
|
|
—
|
|
|
33,286
|
|
|||||
|
|
30,888
|
|
|
221,914
|
|
|
2,388
|
|
|
—
|
|
|
255,190
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
301,415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
301,415
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Compensation and benefits
|
|
156,218
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156,218
|
|
|||||
Other long-term liabilities
|
|
10,552
|
|
|
4,722
|
|
|
—
|
|
|
—
|
|
|
15,274
|
|
|||||
|
|
166,770
|
|
|
4,722
|
|
|
—
|
|
|
—
|
|
|
171,492
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commitments and contingent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock
|
|
433
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433
|
|
|||||
Treasury stock
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||||
Additional paid-in capital
|
|
502,739
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
502,739
|
|
|||||
Accumulated other comprehensive loss
|
|
(101,498
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101,498
|
)
|
|||||
Retained earnings
|
|
190,714
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190,714
|
|
|||||
Subsidiary equity
|
|
—
|
|
|
760,406
|
|
|
10,620
|
|
|
(771,026
|
)
|
|
—
|
|
|||||
Total stockholders' equity
|
|
492,388
|
|
|
760,406
|
|
|
10,620
|
|
|
(771,026
|
)
|
|
492,388
|
|
|||||
Total liabilities and stockholders' equity
|
|
$
|
991,461
|
|
|
$
|
987,042
|
|
|
$
|
13,008
|
|
|
$
|
(771,026
|
)
|
|
$
|
1,220,485
|
|
Boise Cascade Company and Subsidiaries
Consolidating Balance Sheets at December 31, 2013
|
||||||||||||||||||||
|
|
Boise
Cascade Company (Parent)
|
|
Guarantor
Subsidiaries
|
|
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
118,198
|
|
|
$
|
25
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
118,249
|
|
Receivables
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Trade, less allowances
|
|
13
|
|
|
151,225
|
|
|
1,002
|
|
|
—
|
|
|
152,240
|
|
|||||
Related parties
|
|
17
|
|
|
566
|
|
|
—
|
|
|
—
|
|
|
583
|
|
|||||
Other
|
|
(30
|
)
|
|
7,115
|
|
|
183
|
|
|
—
|
|
|
7,268
|
|
|||||
Inventories
|
|
(101
|
)
|
|
379,012
|
|
|
4,448
|
|
|
—
|
|
|
383,359
|
|
|||||
Deferred income taxes
|
|
18,143
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
18,151
|
|
|||||
Prepaid expenses and other
|
|
2,819
|
|
|
4,983
|
|
|
53
|
|
|
—
|
|
|
7,855
|
|
|||||
Total current assets
|
|
139,059
|
|
|
542,926
|
|
|
5,720
|
|
|
—
|
|
|
687,705
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property and equipment, net
|
|
1,113
|
|
|
351,838
|
|
|
8,034
|
|
|
—
|
|
|
360,985
|
|
|||||
Timber deposits
|
|
—
|
|
|
6,266
|
|
|
—
|
|
|
—
|
|
|
6,266
|
|
|||||
Deferred financing costs
|
|
8,334
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,334
|
|
|||||
Goodwill
|
|
—
|
|
|
21,823
|
|
|
—
|
|
|
—
|
|
|
21,823
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
10,277
|
|
|
—
|
|
|
—
|
|
|
10,277
|
|
|||||
Deferred income taxes
|
|
760
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
760
|
|
|||||
Other assets
|
|
36
|
|
|
8,000
|
|
|
—
|
|
|
—
|
|
|
8,036
|
|
|||||
Investments in affiliates
|
|
739,420
|
|
|
—
|
|
|
—
|
|
|
(739,420
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
888,722
|
|
|
$
|
941,130
|
|
|
$
|
13,754
|
|
|
$
|
(739,420
|
)
|
|
$
|
1,104,186
|
|
Boise Cascade Company and Subsidiaries
Consolidating Balance Sheets at December 31, 2013 (continued)
|
||||||||||||||||||||
|
|
Boise
Cascade Company (Parent)
|
|
Guarantor
Subsidiaries
|
|
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(thousands)
|
||||||||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade
|
|
$
|
5,396
|
|
|
$
|
133,724
|
|
|
$
|
516
|
|
|
$
|
—
|
|
|
$
|
139,636
|
|
Related parties
|
|
402
|
|
|
2,082
|
|
|
—
|
|
|
—
|
|
|
2,484
|
|
|||||
Accrued liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
Compensation and benefits
|
|
17,262
|
|
|
42,784
|
|
|
481
|
|
|
—
|
|
|
60,527
|
|
|||||
Interest payable
|
|
3,294
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,294
|
|
|||||
Other
|
|
1,421
|
|
|
30,341
|
|
|
1,314
|
|
|
—
|
|
|
33,076
|
|
|||||
|
|
27,775
|
|
|
208,931
|
|
|
2,311
|
|
|
—
|
|
|
239,017
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
301,613
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
301,613
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Compensation and benefits
|
|
96,536
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96,536
|
|
|||||
Other long-term liabilities
|
|
10,317
|
|
|
4,222
|
|
|
—
|
|
|
—
|
|
|
14,539
|
|
|||||
|
|
106,853
|
|
|
4,222
|
|
|
—
|
|
|
—
|
|
|
111,075
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commitments and contingent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock
|
|
432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
432
|
|
|||||
Treasury stock
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||||
Additional paid-in capital
|
|
496,593
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
496,593
|
|
|||||
Accumulated other comprehensive loss
|
|
(55,249
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,249
|
)
|
|||||
Retained earnings
|
|
110,705
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,705
|
|
|||||
Subsidiary equity
|
|
—
|
|
|
727,977
|
|
|
11,443
|
|
|
(739,420
|
)
|
|
—
|
|
|||||
Total stockholders' equity
|
|
452,481
|
|
|
727,977
|
|
|
11,443
|
|
|
(739,420
|
)
|
|
452,481
|
|
|||||
Total liabilities and stockholders' equity
|
|
$
|
888,722
|
|
|
$
|
941,130
|
|
|
$
|
13,754
|
|
|
$
|
(739,420
|
)
|
|
$
|
1,104,186
|
|
Boise Cascade Company and Subsidiaries
Consolidating Statements of Cash Flows
For the Year Ended December 31, 2014
|
||||||||||||||||||||
|
|
Boise
Cascade Company (Parent)
|
|
Guarantor
Subsidiaries
|
|
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(thousands)
|
||||||||||||||||||
Cash provided by (used for) operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
80,009
|
|
|
$
|
164,639
|
|
|
$
|
573
|
|
|
$
|
(165,212
|
)
|
|
$
|
80,009
|
|
Items in net income not using (providing) cash
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity in net income of affiliates
|
|
(165,212
|
)
|
|
—
|
|
|
—
|
|
|
165,212
|
|
|
—
|
|
|||||
Depreciation and amortization, including deferred financing costs and other
|
|
1,792
|
|
|
50,070
|
|
|
1,190
|
|
|
—
|
|
|
53,052
|
|
|||||
Stock-based compensation
|
|
5,916
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,916
|
|
|||||
Pension expense
|
|
838
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
838
|
|
|||||
Deferred income taxes
|
|
10,705
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,705
|
|
|||||
Other
|
|
(33
|
)
|
|
(1,556
|
)
|
|
—
|
|
|
—
|
|
|
(1,589
|
)
|
|||||
Decrease (increase) in working capital
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
Receivables
|
|
(336
|
)
|
|
(20,436
|
)
|
|
495
|
|
|
—
|
|
|
(20,277
|
)
|
|||||
Inventories
|
|
(101
|
)
|
|
(10,247
|
)
|
|
(754
|
)
|
|
—
|
|
|
(11,102
|
)
|
|||||
Prepaid expenses and other
|
|
(184
|
)
|
|
311
|
|
|
16
|
|
|
—
|
|
|
143
|
|
|||||
Accounts payable and accrued liabilities
|
|
2,949
|
|
|
12,396
|
|
|
73
|
|
|
—
|
|
|
15,418
|
|
|||||
Pension contributions
|
|
(12,071
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,071
|
)
|
|||||
Income taxes payable
|
|
(7,766
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,766
|
)
|
|||||
Other
|
|
(4,065
|
)
|
|
(7,368
|
)
|
|
—
|
|
|
—
|
|
|
(11,433
|
)
|
|||||
Net cash provided by (used for) operations
|
|
(87,559
|
)
|
|
187,809
|
|
|
1,593
|
|
|
—
|
|
|
101,843
|
|
|||||
Cash provided by (used for) investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenditures for property and equipment
|
|
(577
|
)
|
|
(60,453
|
)
|
|
(187
|
)
|
|
—
|
|
|
(61,217
|
)
|
|||||
Proceeds from sales of assets
|
|
—
|
|
|
4,814
|
|
|
—
|
|
|
—
|
|
|
4,814
|
|
|||||
Other
|
|
(17
|
)
|
|
38
|
|
|
(22
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Net cash used for investment
|
|
(594
|
)
|
|
(55,601
|
)
|
|
(209
|
)
|
|
—
|
|
|
(56,404
|
)
|
|||||
Cash provided by (used for) financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Issuances of long-term debt, including revolving credit facility
|
|
57,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,600
|
|
|||||
Payments of long-term debt, including revolving credit facility
|
|
(57,600
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,600
|
)
|
|||||
Financing costs
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
Other
|
|
(128
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|||||
Due to (from) affiliates
|
|
133,606
|
|
|
(132,210
|
)
|
|
(1,396
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used for) financing
|
|
133,467
|
|
|
(132,210
|
)
|
|
(1,396
|
)
|
|
—
|
|
|
(139
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
45,314
|
|
|
(2
|
)
|
|
(12
|
)
|
|
—
|
|
|
45,300
|
|
|||||
Balance at beginning of the period
|
|
118,198
|
|
|
25
|
|
|
26
|
|
|
—
|
|
|
118,249
|
|
|||||
Balance at end of the period
|
|
$
|
163,512
|
|
|
$
|
23
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
163,549
|
|
Boise Cascade Company and Subsidiaries
Consolidating Statements of Cash Flows
For the Year Ended December 31, 2013
|
||||||||||||||||||||
|
|
Boise
Cascade Company (Parent)
|
|
Guarantor
Subsidiaries
|
|
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(thousands)
|
||||||||||||||||||
Cash provided by (used for) operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
|
$
|
116,936
|
|
|
$
|
122,083
|
|
|
$
|
(4,392
|
)
|
|
$
|
(117,691
|
)
|
|
$
|
116,936
|
|
Items in net income (loss) not using (providing) cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity in net income of affiliates
|
|
(117,691
|
)
|
|
—
|
|
|
—
|
|
|
117,691
|
|
|
—
|
|
|||||
Depreciation and amortization, including deferred financing costs and other
|
|
1,912
|
|
|
36,682
|
|
|
1,216
|
|
|
—
|
|
|
39,810
|
|
|||||
Stock-based compensation
|
|
2,869
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,869
|
|
|||||
Pension expense
|
|
10,989
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,989
|
|
|||||
Deferred income taxes
|
|
(59,600
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,600
|
)
|
|||||
Other
|
|
(161
|
)
|
|
(651
|
)
|
|
23
|
|
|
—
|
|
|
(789
|
)
|
|||||
Decrease (increase) in working capital, net of acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Receivables
|
|
183
|
|
|
(11,269
|
)
|
|
72
|
|
|
—
|
|
|
(11,014
|
)
|
|||||
Inventories
|
|
101
|
|
|
(52,138
|
)
|
|
1,079
|
|
|
—
|
|
|
(50,958
|
)
|
|||||
Prepaid expenses and other
|
|
(108
|
)
|
|
(385
|
)
|
|
(22
|
)
|
|
—
|
|
|
(515
|
)
|
|||||
Accounts payable and accrued liabilities
|
|
2,280
|
|
|
(990
|
)
|
|
(139
|
)
|
|
—
|
|
|
1,151
|
|
|||||
Pension contributions
|
|
(10,739
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,739
|
)
|
|||||
Income taxes payable
|
|
(2,008
|
)
|
|
(12
|
)
|
|
4
|
|
|
—
|
|
|
(2,016
|
)
|
|||||
Other
|
|
(1,821
|
)
|
|
(876
|
)
|
|
—
|
|
|
—
|
|
|
(2,697
|
)
|
|||||
Net cash provided by (used for) operations
|
|
(56,858
|
)
|
|
92,444
|
|
|
(2,159
|
)
|
|
—
|
|
|
33,427
|
|
|||||
Cash provided by (used for) investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenditures for property and equipment
|
|
(498
|
)
|
|
(44,750
|
)
|
|
(503
|
)
|
|
—
|
|
|
(45,751
|
)
|
|||||
Acquisition of businesses and facilities
|
|
—
|
|
|
(103,029
|
)
|
|
—
|
|
|
—
|
|
|
(103,029
|
)
|
|||||
Proceeds from sales of assets
|
|
831
|
|
|
919
|
|
|
417
|
|
|
—
|
|
|
2,167
|
|
|||||
Other
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|||||
Net cash provided by (used for) investment
|
|
333
|
|
|
(146,927
|
)
|
|
(86
|
)
|
|
—
|
|
|
(146,680
|
)
|
|||||
Cash provided by (used for) financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net proceeds from issuance of common stock
|
|
262,488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
262,488
|
|
|||||
Treasury stock purchased
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||||
Issuances of long-term debt, including revolving credit facility
|
|
130,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,000
|
|
|||||
Payments of long-term debt, including revolving credit facility
|
|
(105,010
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,010
|
)
|
|||||
Financing costs
|
|
(2,061
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,061
|
)
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
192
|
|
|
—
|
|
|
192
|
|
|||||
Due to (from) affiliates
|
|
(56,374
|
)
|
|
54,473
|
|
|
1,901
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by financing
|
|
129,043
|
|
|
54,473
|
|
|
2,093
|
|
|
—
|
|
|
185,609
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
72,518
|
|
|
(10
|
)
|
|
(152
|
)
|
|
—
|
|
|
72,356
|
|
|||||
Balance at beginning of the period
|
|
45,680
|
|
|
35
|
|
|
178
|
|
|
—
|
|
|
45,893
|
|
|||||
Balance at end of the period
|
|
$
|
118,198
|
|
|
$
|
25
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
118,249
|
|
Boise Cascade Company and Subsidiaries
Consolidating Statements of Cash Flows
For the Year Ended December 31, 2012
|
||||||||||||||||||||
|
|
Boise
Cascade Company (Parent)
|
|
Guarantor
Subsidiaries
|
|
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(thousands)
|
||||||||||||||||||
Cash provided by (used for) operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
|
$
|
41,496
|
|
|
$
|
84,290
|
|
|
$
|
(4,411
|
)
|
|
$
|
(79,879
|
)
|
|
$
|
41,496
|
|
Items in net income (loss) not using (providing) cash
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity in net income of affiliates
|
|
(79,879
|
)
|
|
—
|
|
|
—
|
|
|
79,879
|
|
|
—
|
|
|||||
Depreciation and amortization, including deferred financing costs and other
|
|
3,924
|
|
|
31,691
|
|
|
1,596
|
|
|
—
|
|
|
37,211
|
|
|||||
Pension expense
|
|
12,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,653
|
|
|||||
Other
|
|
(61
|
)
|
|
(115
|
)
|
|
(295
|
)
|
|
—
|
|
|
(471
|
)
|
|||||
Decrease (increase) in working capital, net of acquisitions
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Receivables
|
|
772
|
|
|
(17,558
|
)
|
|
(396
|
)
|
|
(56
|
)
|
|
(17,238
|
)
|
|||||
Inventories
|
|
—
|
|
|
(41,699
|
)
|
|
(129
|
)
|
|
—
|
|
|
(41,828
|
)
|
|||||
Prepaid expenses and other
|
|
(71
|
)
|
|
(596
|
)
|
|
15
|
|
|
—
|
|
|
(652
|
)
|
|||||
Accounts payable and accrued liabilities
|
|
1,259
|
|
|
49,115
|
|
|
83
|
|
|
56
|
|
|
50,513
|
|
|||||
Pension contributions
|
|
(8,486
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,486
|
)
|
|||||
Income taxes payable
|
|
133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133
|
|
|||||
Other
|
|
3,933
|
|
|
342
|
|
|
2
|
|
|
—
|
|
|
4,277
|
|
|||||
Net cash provided by (used for) operations
|
|
(24,327
|
)
|
|
105,470
|
|
|
(3,535
|
)
|
|
—
|
|
|
77,608
|
|
|||||
Cash provided by (used for) investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenditures for property and equipment
|
|
(28
|
)
|
|
(26,886
|
)
|
|
(472
|
)
|
|
—
|
|
|
(27,386
|
)
|
|||||
Acquisitions of businesses and facilities
|
|
—
|
|
|
(2,355
|
)
|
|
—
|
|
|
—
|
|
|
(2,355
|
)
|
|||||
Proceeds from sales of assets
|
|
—
|
|
|
246
|
|
|
—
|
|
|
—
|
|
|
246
|
|
|||||
Other
|
|
(4
|
)
|
|
1
|
|
|
64
|
|
|
—
|
|
|
61
|
|
|||||
Net cash used for investment
|
|
(32
|
)
|
|
(28,994
|
)
|
|
(408
|
)
|
|
—
|
|
|
(29,434
|
)
|
|||||
Cash provided by (used for) financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Issuances of long-term debt
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|||||
Payments of long-term debt
|
|
(244,560
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(244,560
|
)
|
|||||
Distributions to Boise Cascade Holdings, L.L.C.
|
|
(228,268
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(228,268
|
)
|
|||||
Financing costs
|
|
(5,822
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,822
|
)
|
|||||
Due to (from) affiliates
|
|
72,449
|
|
|
(76,461
|
)
|
|
4,012
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used for) financing
|
|
(106,201
|
)
|
|
(76,461
|
)
|
|
4,012
|
|
|
—
|
|
|
(178,650
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
(130,560
|
)
|
|
15
|
|
|
69
|
|
|
—
|
|
|
(130,476
|
)
|
|||||
Balance at beginning of the period
|
|
176,240
|
|
|
20
|
|
|
109
|
|
|
—
|
|
|
176,369
|
|
|||||
Balance at end of the period
|
|
$
|
45,680
|
|
|
$
|
35
|
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
45,893
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;
|
•
|
provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
-
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended
December 31, 2014
,
2013
, and
2012
.
|
-
|
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2014
,
2013
, and
2012
.
|
|
|
BOISE CASCADE COMPANY
|
|
|
|
|
|
|
|
|
/s/ Thomas E. Carlile
|
|
|
Thomas E. Carlile
|
|
|
Chief Executive Officer
|
|
|
Signature
|
|
Capacity
|
|
|
|
|
|
|
|
(i)
|
|
Principal Executive Officer:
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Thomas E. Carlile
|
|
Chief Executive Officer
|
|
|
|
Thomas E. Carlile
|
|
|
|
|
|
|
|
|
|
(ii)
|
|
Principal Financial Officer:
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Wayne M. Rancourt
|
|
Executive Vice President, Chief Financial Officer, and Treasurer
|
|
|
|
Wayne M. Rancourt
|
|
|
|
|
|
|
|
|
|
(iii)
|
|
Principal Accounting Officer:
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Kelly E. Hibbs
|
|
Vice President and Controller
|
|
|
|
Kelly E. Hibbs
|
|
|
|
|
|
|
|
|
|
(iv)
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Duane C. McDougall
|
|
/s/ Mack L. Hogans
|
|
|
|
Duane C. McDougall, Chairman
|
|
Mack L. Hogans
|
|
|
|
|
|
|
|
|
|
/s/ Thomas E. Carlile
|
|
/s/ Kristopher J. Matula
|
|
|
|
Thomas E. Carlile
|
|
Kristopher J. Matula
|
|
|
|
|
|
|
|
|
|
/s/ Richard H. Fleming
|
|
/s/ Christopher J. McGowan
|
|
|
|
Richard H. Fleming
|
|
Christopher J. McGowan
|
|
|
|
|
|
|
|
|
|
/s/ Karen E. Gowland
|
|
/s/ Matthew W. Norton
|
|
|
|
Karen E. Gowland
|
|
Matthew W. Norton
|
|
|
|
|
|
|
|
|
|
/s/ David H. Hannah
|
|
|
|
|
|
David H. Hannah
|
|
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
Filed or Furnished Herewith
|
|||
Form
|
File Number
|
Exhibit Number
|
Filing
Date
|
|||
|
|
|
|
|
|
|
2.1
|
Asset Purchase Agreement dated July 26, 2004, between Boise Cascade Corporation (now OfficeMax Incorporated), Boise Southern Company, Minidoka Paper Company, Forest Products Holdings, L.L.C., and Boise Land & Timber Corp., as amended by First Amendment to Asset Purchase Agreement dated October 23, 2004, and as further amended by Second Amendment to Asset Purchase Agreement dated October 28, 2004
|
S-1
Amend. No. 3*
|
333-122770*
|
2.1*
|
5/2/2005*
|
|
|
|
|
|
|
|
|
2.2
|
Purchase and Sale Agreement dated September 7, 2007, between Boise Cascade, L.L.C., Boise Paper Holdings, L.L.C., Boise White Paper, L.L.C., Boise Packaging & Newsprint, L.L.C., Boise Cascade Transportation Holdings Corp., Aldabra 2 Acquisition Corp., and Aldabra Sub LLC
|
8-K*
|
333-122770*
|
2.1*
|
9/13/2007*
|
|
|
|
|
|
|
|
|
2.3
|
Amendment No. 1 (dated October 18, 2007) to Purchase and Sale Agreement dated September 7, 2007, between Boise Cascade, L.L.C., Boise Paper Holdings, L.L.C., Boise White Paper, L.L.C., Boise Packaging & Newsprint, L.L.C., Boise Cascade Transportation Holdings Corp., Aldabra 2 Acquisition Corp., and Aldabra Sub LLC
|
8-K*
|
333-122770*
|
2.1*
|
10/24/2007*
|
|
|
|
|
|
|
|
|
2.4
|
Amendment No. 2 to Purchase and Sale Agreement, dated February 22, 2008, by and among Boise Cascade, L.L.C., Boise Paper Holdings, L.L.C., Boise Packaging & Newsprint, L.L.C., Boise White Paper, L.L.C., Boise Cascade Transportation Holdings Corp., Aldabra 2 Acquisition Corp., and Aldabra Sub LLC
|
8-K*
|
333-122770*
|
10.5*
|
2/28/2008*
|
|
|
|
|
|
|
|
|
2.5
|
Limited Liability Company Interest Purchase Agreement, dated as of July 19, 2013, by and among Chester Wood Products LLC, Moncure Plywood LLC, WR Operating LLC, Boise Cascade Wood Products, L.L.C., Wood Resources LLC, and Boise Cascade Company
|
8-K/A
|
001-35805
|
2.1
|
7/22/2013
|
|
|
|
|
|
|
|
|
3.1
|
Form of Certificate of Conversion of Boise Cascade, L.L.C.
|
S-1 Amend. No. 3
|
333-184964
|
3.1
|
1/23/2013
|
|
|
|
|
|
|
|
|
3.2
|
Certificate of Incorporation of Boise Cascade Company
|
S-8
|
333-186871
|
4.1
|
2/26/2013
|
|
|
|
|
|
|
|
|
3.3
|
Bylaws of Boise Cascade Company
|
S-8
|
333-186871
|
4.2
|
2/26/2013
|
|
|
|
|
|
|
|
|
3.4
|
Form of stock certificate of Boise Cascade Company
|
S-1 Amend. No. 3
|
333-184964
|
4.3
|
1/23/2013
|
|
|
|
|
|
|
|
|
4.1
|
Indenture dated October 22, 2012, by and among Boise Cascade, L.L.C., Boise Cascade Finance Corporation, Boise Cascade Holdings, L.L.C., as Guarantor, the other Guarantors named therein, and U.S. Bank National Association, as Trustee
|
8-K*
|
333-122770*
|
4.1*
|
10/23/2012*
|
|
|
|
|
|
|
|
|
4.2
|
Supplemental Indenture, dated as of October 1, 2013, by and among Boise Cascade Company, the existing guarantors party thereto, Chester Wood Products LLC, Moncure Plywood LLC, and U.S. Bank National Association, as trustee, to Indenture, dated as of October 22, 2012, by and among Boise Cascade Company, the guarantors party thereto, and U.S. Bank National Association
|
8-K
|
001-35805
|
4.1
|
10/2/2013
|
|
|
|
|
|
|
|
|
10.1
|
Registration Rights Agreement dated February 8, 2013, by and between Boise Cascade Company and Boise Cascade Holdings, L.L.C.
|
8-K
|
001-35805
|
10.1
|
2/13/2013
|
|
|
|
|
|
|
|
|
10.2
|
Director Nomination Agreement dated February 11, 2013, by and among Boise Cascade Company and Boise Cascade Holdings, L.L.C., and Madison Dearborn Capital Partners IV, L.P.
|
8-K
|
001-35805
|
10.2
|
2/13/2013
|
|
|
|
|
|
|
|
|
10.3
|
Credit Agreement, dated as of July 13, 2011, by and among Boise Cascade, L.L.C., Boise Cascade Building Materials Distribution, L.L.C., and Boise Cascade Wood Products, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, the Lenders from time to time party thereto, and Wells Fargo Capital Finance, L.L.C., as Agent
|
10-Q*
|
333-122770*
|
10.1*
|
11/3/2011*
|
|
|
|
|
|
|
|
|
10.4
|
First Amendment to Credit Agreement, dated as of September 7, 2012, by and among Boise Cascade, L.L.C., Boise Cascade Building Materials Distribution, L.L.C., and Boise Cascade Wood Products, L.L.C., as borrowers, Boise Cascade Wood Products Holdings Corp., as guarantors, the Lenders identified therein, and Wells Fargo Capital Finance, LLC, as Agent
|
8-K*
|
333-122770*
|
10.1*
|
9/12/2012*
|
|
|
|
|
|
|
|
|
10.5
|
Limited Consent and Amendment to Loan Documents, dated as of December 20, 2012, by and among Boise Cascade, L.L.C., Boise Cascade Building Materials Distribution, L.L.C., and Boise Cascade Wood Products, L.L.C., as borrowers, Boise Cascade Holdings, L.L.C., and Boise Cascade Wood Products Holdings Corp., as guarantors, the Lenders identified therein, and Wells Fargo Capital Finance, LLC, as Agent
|
8-K*
|
333-122770*
|
10.1*
|
12/21/2012*
|
|
|
|
|
|
|
|
|
10.6
|
Third Amendment to Credit Agreement, dated as of May 15, 2013, 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
|
8-K
|
001-35805
|
10.1
|
5/21/2013
|
|
|
|
|
|
|
|
|
10.7
|
Fourth Amendment to Credit Agreement, dated as of July 19, 2013, by and among Boise Cascade Company and the subsidiaries identified therein, as borrowers, the Lenders identified therein, and Wells Fargo Capital Finance, LLC, as Agent
|
8-K
|
001-35805
|
10.1
|
7/22/2013
|
|
|
|
|
|
|
|
|
10.8
|
Fifth Amendment to Credit Agreement, dated as of August 15, 2013, by and among the lenders party thereto, Wells Fargo Capital Finance, LLC, as administrative agent, Boise Cascade Company, and the other borrowers and guarantors party thereto
|
8-K
|
001-35805
|
10.1
|
8/16/2013
|
|
|
|
|
|
|
|
|
10.9
|
Sixth Amendment to Credit Agreement, dated as of February 6, 2014, 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 signatures pages thereof
|
10-Q
|
001-35805
|
10.1
|
5/8/2014
|
|
|
|
|
|
|
|
|
10.10
|
General Continuing Guaranty, dated as of December 20, 2012, by Boise Cascade Holdings, L.L.C., in favor of Wells Fargo Capital Finance, LLC, as Agent
|
8-K*
|
333-122770*
|
10.2*
|
12/21/2012*
|
|
|
|
|
|
|
|
|
10.11
|
Intellectual Property License Agreement, dated as of February 22, 2008, between Boise Cascade, L.L.C., and Boise Paper Holdings, L.L.C.
|
8-K*
|
333-122770*
|
10.3*
|
2/28/2008*
|
|
|
|
|
|
|
|
|
10.12
|
Outsourcing Agreement, dated as of February 22, 2008, between Boise Cascade, L.L.C., and Boise Paper Holdings, L.L.C.
|
8-K*
|
333-122770*
|
10.4*
|
2/28/2008*
|
|
|
|
|
|
|
|
|
10.13
|
Fifth Amendment to Outsourcing Services Agreement, dated as of November 17, 2014, between Boise Cascade Company and Boise Paper Holdings, L.L.C., a subsidiary of Packaging Corporation of America
|
8-K
|
001-35805
|
10.1
|
11/18/2014
|
|
|
|
|
|
|
|
|
10.14+
|
Employment Agreement dated November 20, 2008, between Duane C. McDougall and Boise Cascade, L.L.C.
|
8-K*
|
333-122770*
|
10.2*
|
11/25/2008*
|
|
|
|
|
|
|
|
|
10.15+
|
Amendment to Employment Agreement dated February 20, 2009, between Boise Cascade, L.L.C., and Duane McDougall
|
8-K*
|
333-122770*
|
10.3*
|
2/26/2009*
|
|
|
|
|
|
|
|
|
10.16+
|
Second Amendment to Employment Agreement effective August 16, 2009, between Boise Cascade, L.L.C., and Duane McDougall
|
10-Q*
|
333-122770*
|
10.1*
|
11/13/2009*
|
|
|
|
|
|
|
|
|
10.17+
|
Letter Agreement effective August 16, 2009, Amending Severance Agreement between Wayne Rancourt and Boise Cascade, L.L.C.
|
10-Q*
|
333-122770*
|
10.3*
|
11/13/2009*
|
|
|
|
|
|
|
|
|
10.18+
|
Executive Officer Severance Pay Policy, as amended through November 1, 2007
|
8-K*
|
333-122770*
|
99.1*
|
11/2/2007*
|
|
|
|
|
|
|
|
|
10.19+
|
Boise Cascade Company Supplemental Pension Plan, as amended through July 31, 2013
|
S-4
|
333-191191
|
10.17
|
9/16/2013
|
|
|
|
|
|
|
|
|
10.20+
|
Boise Cascade Company Supplemental Early Retirement Plan for Executive Officers, as amended through July 31, 2013
|
S-4
|
333-191191
|
10.18
|
9/16/2013
|
|
|
|
|
|
|
|
|
10.21+
|
Boise Cascade Company Supplemental Life Plan, as amended through July 31, 2013
|
S-4
|
333-191191
|
10.19
|
9/16/2013
|
|
|
|
|
|
|
|
|
10.22+
|
Boise Cascade Company Financial Counseling Program, as amended through December 12, 2007
|
8-K*
|
333-122770*
|
99.4*
|
12/18/2007*
|
|
|
|
|
|
|
|
|
10.23+
|
Boise Cascade Company Incentive and Performance Plan, as amended through July 31, 2013
|
S-4
|
333-191191
|
10.21
|
9/16/2013
|
|
|
|
|
|
|
|
|
10.24+
|
2008 Annual Incentive Award Notifications with respect to Boise Cascade, L.L.C., Incentive and Performance Plan
|
10-Q*
|
333-122770*
|
10*
|
5/8/2008*
|
|
|
|
|
|
|
|
|
10.25+
|
Boise Cascade Company 2010 Cash Long-Term Incentive Plan adopted October 28, 2009, effective January 1, 2010, and as amended through July 31, 2013
|
S-4
|
333-191191
|
10.23
|
9/16/2013
|
|
|
|
|
|
|
|
|
10.26+
|
Retention Award Agreement entered into September 30, 2011, by and between Tom Carlile and Boise Cascade, L.L.C.
|
8-K*
|
333-122770*
|
10.1*
|
10/5/2011*
|
|
|
|
|
|
|
|
|
10.27+
|
Boise Cascade Company 2004 Deferred Compensation Plan, as amended through October 30, 2013
|
10-Q
|
001-35805
|
10.2
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.28+
|
Boise Cascade Holdings, L.L.C., Directors Deferred Compensation Plan, as amended through November 1, 2009
|
10-K*
|
333-122770*
|
10.35*
|
3/1/2010*
|
|
|
|
|
|
|
|
|
10.29+
|
Boise Cascade Company Directors Deferred Compensation Plan, as amended through October 30, 2013
|
10-Q
|
001-35805
|
10.1
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.30+
|
Management Equity Agreement dated November 29, 2004, by and among Forest Products Holdings, L.L.C., and each of the persons listed on the signature pages thereto
|
S-1
Amend. No. 3*
|
333-122770*
|
10.25*
|
5/2/2005*
|
|
|
|
|
|
|
|
|
10.31+
|
Management Equity Agreement dated April 3, 2006, by and among Forest Products Holdings, L.L.C., and each of the persons listed on the signature pages thereto
|
8-K*
|
333-122770*
|
99.1*
|
4/6/2006*
|
|
|
|
|
|
|
|
|
10.32+
|
Amendment dated February 20, 2009, to Management Equity Agreement
|
8-K*
|
333-122770*
|
10.2*
|
2/26/2009*
|
|
|
|
|
|
|
|
|
10.33+
|
Form of Repurchase Agreement and Amendment No. 1 to Management Equity Agreement dated May 23, 2008, by and among Forest Products Holdings, L.L.C., and each of the persons named on the signature pages thereto
|
8-K*
|
333-122770*
|
10.2*
|
5/28/2008*
|
|
|
|
|
|
|
|
|
10.34+
|
Management Equity Agreement dated November 20, 2008, between Duane C. McDougall and Forest Products Holdings, L.L.C.
|
8-K*
|
333-122770*
|
10.3*
|
11/25/2008*
|
|
|
|
|
|
|
|
|
10.35+
|
Amendment No. 1, effective August 16, 2009, to Management Equity Agreement dated November 20, 2008, between Duane C. McDougall and Forest Products Holdings, L.L.C.
|
10-Q*
|
333-122770*
|
10.2*
|
11/13/2009*
|
|
|
|
|
|
|
|
|
10.36+
|
Director Equity Agreement dated April 3, 2006, by and among Forest Products Holdings, L.L.C., and each of the persons listed on the signature pages thereto
|
8-K*
|
333-122770*
|
99.2*
|
4/6/2006*
|
|
|
|
|
|
|
|
|
10.37+
|
Amendment to Director Equity Agreement entered into February 20, 2009
|
8-K*
|
333-122770*
|
10.3*
|
2/26/2009*
|
|
|
|
|
|
|
|
|
10.38+
|
Form of Officer Severance Agreement (between Boise Cascade, L.L.C., and all elected officers)
|
S-1 Amend. No. 2
|
333-184964
|
10.32
|
1/4/2013
|
|
|
|
|
|
|
|
|
10.39+
|
Form of Indemnification Agreement (for directors and officers affiliated with Madison Dearborn Partners, L.L.C)
|
8-K
|
001-35805
|
10.3
|
2/13/2013
|
|
|
|
|
|
|
|
|
10.40+
|
Form of Indemnification Agreement (for directors and officers not affiliated with Madison Dearborn Partners, L.L.C)
|
8-K
|
001-35805
|
10.4
|
2/13/2013
|
|
|
|
|
|
|
|
|
10.41+
|
Boise Cascade Company 2013 Incentive Compensation Plan
|
8-K
|
001-35805
|
10.5
|
2/13/2013
|
|
|
|
|
|
|
|
|
10.42
|
Share Repurchase Agreement, dated July 22, 2013, between Boise Cascade Company and Boise Cascade Holdings, L.L.C.
|
8-K
|
001-35805
|
10.2
|
7/22/2013
|
|
|
|
|
|
|
|
|
12.1
|
Ratio of Earnings to Fixed Charges
|
|
|
|
|
X
|
|
|
|
|
|
|
|
21.1
|
List of subsidiaries of Boise Cascade Company
|
|
|
|
|
X
|
|
|
|
|
|
|
|
23.1
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.1
|
CEO Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.2
|
CFO Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
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
|
|
|
|
|
X
|
|
|
|
|
|
|
|
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
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
+
|
Indicates exhibits that constitute management contracts or compensatory plans or arrangements.
|
*
|
Refers to prior filings of Boise Cascade Holdings, L.L.C.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|