These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the fiscal year ended December 31, 2017
|
|
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period from
to
|
Delaware
|
20-1496201
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.01 par value per share
|
|
New York Stock Exchange
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
•
|
The commodity nature of our products and their price movements, which are driven largely by industry capacity and operating rates, industry cycles that affect supply and demand, and net import and export activity;
|
•
|
General economic conditions, including but not limited to housing starts, repair-and-remodeling activity, light commercial construction, inventory levels of new and existing homes for sale, foreclosure rates, interest rates, unemployment rates, household formation rates, and mortgage availability and pricing, as well as other consumer financing mechanisms, that ultimately affect demand for our products;
|
•
|
The highly competitive nature of our industry;
|
•
|
Material disruptions and/or major equipment failure at our manufacturing facilities;
|
•
|
Our ability to successfully and efficiently complete and integrate acquisitions;
|
•
|
Impairment of our long-lived assets, goodwill, and/or intangible assets;
|
•
|
Labor disruptions, shortages of skilled and technical labor, or increased labor costs;
|
•
|
The need to successfully formulate and implement succession plans for key members of our management team;
|
•
|
Cost and availability of raw materials, including wood fiber and glues and resins;
|
•
|
Concentration of our sales among a relatively small group of customers, as well as the financial condition and creditworthiness of our customers;
|
•
|
Product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers;
|
•
|
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;
|
•
|
Substantial ongoing capital investment costs, including those associated with recent acquisitions, and the difficulty in offsetting fixed costs related to those investments;
|
•
|
Cost of compliance with government regulations, in particular environmental regulations;
|
•
|
The impact of actuarial assumptions, investment return on pension assets, and regulatory activity on pension costs and pension funding requirements;
|
•
|
The cost and availability of third-party transportation services used to deliver the goods we manufacture and distribute, as well as our raw materials;
|
•
|
Exposure to product liability, product warranty, casualty, construction defect, and other claims;
|
•
|
Declines in demand for our products due to competing technologies or materials, as well as changes in building code provisions;
|
•
|
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;
|
•
|
Restrictive covenants contained in our debt agreements; and
|
•
|
Fluctuations in the market for our equity.
|
|
|
Year Ended December 31
|
|||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
|
|
(millions)
|
|||||||||||||
Capacity
(a)
|
|
|
|
|
|
|
|
|
|
|
|||||
LVL (cubic feet) (b)(c)
|
|
35.5
|
|
|
34.5
|
|
|
28.5
|
|
|
27.5
|
|
|
27.5
|
|
Plywood and Parallel Laminated Veneer (PLV) (sq. ft.) (3/8" basis) (d)
|
|
2,440
|
|
|
2,400
|
|
|
2,385
|
|
|
2,380
|
|
|
2,380
|
|
Lumber (board feet)
|
|
270
|
|
|
270
|
|
|
270
|
|
|
270
|
|
|
255
|
|
Production
|
|
|
|
|
|
|
|
|
|
|
|||||
LVL (cubic feet) (b)
|
|
26.2
|
|
|
23.9
|
|
|
20.1
|
|
|
20.1
|
|
|
17.2
|
|
I‑joists (equivalent lineal feet) (b)
|
|
228
|
|
|
225
|
|
|
198
|
|
|
201
|
|
|
178
|
|
Plywood and PLV (sq. ft.) (3/8" basis) (d)
|
|
1,828
|
|
|
1,852
|
|
|
1,951
|
|
|
1,973
|
|
|
1,647
|
|
Lumber (board feet)
|
|
177
|
|
|
179
|
|
|
201
|
|
|
218
|
|
|
197
|
|
(a)
|
Estimated annual capacity at the end of each year.
|
(b)
|
During each of the years presented above, approximately one-third of the LVL we produced was utilized internally to produce I-joists. Capacity is based on LVL production only.
|
(c)
|
In March 2016, we purchased two EWP facilities, one in Thorsby, Alabama, and one in Roxboro, North Carolina. Thorsby LVL capacity is estimated at 4.0 million cubic feet and Roxboro's estimated annual capacity is 2.0 million cubic feet.
|
(d)
|
Approximately
22%
,
21%
,
18%
,
19%
, and
17%
, respectively, of production in
2017
,
2016
,
2015
,
2014
, and
2013
was for PLV panels that are utilized internally to produce LVL.
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(millions)
|
||||||||||||||||||
Segment sales (a)
|
|
$
|
1,373.8
|
|
|
$
|
1,280.4
|
|
|
$
|
1,282.1
|
|
|
$
|
1,317.0
|
|
|
$
|
1,134.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment income
|
|
$
|
53.6
|
|
|
$
|
25.9
|
|
|
$
|
64.2
|
|
|
$
|
108.4
|
|
|
$
|
77.7
|
|
Segment depreciation and amortization
|
|
63.1
|
|
|
57.5
|
|
|
43.3
|
|
|
41.5
|
|
|
28.7
|
|
|||||
Segment EBITDA (b)
|
|
$
|
116.7
|
|
|
$
|
83.5
|
|
|
$
|
107.5
|
|
|
$
|
149.8
|
|
|
$
|
106.3
|
|
(a)
|
Segment sales are calculated before elimination of sales to our Building Materials Distribution segment.
|
(b)
|
Segment EBITDA is calculated as segment income before depreciation and amortization. See "Item 6. Selected Financial Data" of this Form 10-K for a description of our reasons for using EBITDA and for a discussion of the limitations of such a measure.
|
|
|
Year Ended December 31
|
|||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
|
|
(millions)
|
|||||||||||||
Laminated veneer lumber (LVL) (cubic feet) (a)
|
|
17.3
|
|
|
16.3
|
|
|
13.1
|
|
|
12.4
|
|
|
11.1
|
|
I-joists (equivalent lineal feet)
|
|
235
|
|
|
226
|
|
|
201
|
|
|
193
|
|
|
179
|
|
Plywood (sq. ft.) (3/8" basis) (b)
|
|
1,458
|
|
|
1,507
|
|
|
1,635
|
|
|
1,651
|
|
|
1,473
|
|
Lumber (board feet)
|
|
171
|
|
|
187
|
|
|
206
|
|
|
212
|
|
|
199
|
|
|
Year Ended December 31
|
|||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
|
(percentage of Building Materials Distribution sales)
|
|||||||||||||
Commodity
|
47.9
|
%
|
|
46.6
|
%
|
|
46.5
|
%
|
|
49.4
|
%
|
|
51.3
|
%
|
General line
|
33.6
|
%
|
|
35.4
|
%
|
|
35.9
|
%
|
|
33.6
|
%
|
|
33.0
|
%
|
Engineered wood products
|
18.5
|
%
|
|
18.0
|
%
|
|
17.6
|
%
|
|
17.0
|
%
|
|
15.7
|
%
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(millions)
|
||||||||||||||||||
Segment sales
|
|
$
|
3,773.8
|
|
|
$
|
3,227.2
|
|
|
$
|
2,891.3
|
|
|
$
|
2,786.7
|
|
|
$
|
2,599.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment income
|
|
$
|
116.8
|
|
|
$
|
84.4
|
|
|
$
|
60.8
|
|
|
$
|
56.7
|
|
|
$
|
39.9
|
|
Segment depreciation and amortization
|
|
15.5
|
|
|
13.8
|
|
|
11.9
|
|
|
9.8
|
|
|
9.2
|
|
|||||
Segment EBITDA (a)
|
|
$
|
132.3
|
|
|
$
|
98.1
|
|
|
$
|
72.7
|
|
|
$
|
66.5
|
|
|
$
|
49.2
|
|
(a)
|
Segment EBITDA is calculated as segment income before depreciation and amortization. See "Item 6. Selected Financial Data" of this Form 10-K for a description of our reasons for using EBITDA and for a discussion of the limitations of such a measure.
|
Name
|
Age
|
Position
|
Executive Officers:
|
|
|
Tom Corrick
|
62
|
Chief Executive Officer
|
Wayne Rancourt
|
55
|
Executive Vice President, Chief Financial Officer, and Treasurer
|
Dan Hutchinson
|
66
|
Executive Vice President, Wood Products Manufacturing
|
Nick Stokes
|
60
|
Executive Vice President, Building Materials Distribution
|
John Sahlberg
|
64
|
Senior Vice President, Human Resources and General Counsel
|
Kelly Hibbs
|
51
|
Vice President and Controller
|
Key Management:
|
|
|
Mike Brown
|
56
|
Senior Vice President of Operations, Wood Products Manufacturing
|
Nate Jorgensen
|
53
|
Senior Vice President of Engineered Wood Products, Wood Products Manufacturing
|
Rich Viola
|
60
|
Senior Vice President of Sales and Marketing, Building Materials Distribution
|
Frank Elfering
|
51
|
Vice President of Purchasing, Building Materials Distribution
|
Tom Hoffmann
|
59
|
Vice President of Operations, Building Materials Distribution
|
Erin Nuxoll
|
58
|
Vice President, Human Resources
|
Mary Jo Nyblad
|
62
|
Vice President of Commodity Sales and Marketing, Wood Products Manufacturing
|
Jill Twedt
|
38
|
Vice President, Legal and Corporate Secretary
|
•
|
Chief Operating Officer, November 2014 - March 2015
|
•
|
Executive Vice President, Wood Products, June 2014 - November 2014
|
•
|
Sr. Vice President, Wood Products, August 2012 - June 2014
|
•
|
Sr. Vice President, Engineered Wood Products, February 2011 - August 2012
|
•
|
Senior Vice President, Chief Financial Officer, and Treasurer, August 2009 - November 2014
|
•
|
Vice President, Treasurer and Investor Relations, February 2008 - August 2009
|
•
|
Vice President of Operations, Wood Products Manufacturing, August 2012 - November 2014
|
•
|
General Manager of Operations, Engineered Wood Products, December 2008 - August 2012
|
•
|
Senior Vice President, Building Materials Distribution, February 2011 - March 2014
|
•
|
Vice President, Building Materials Distribution, October 2004 - February 2011
|
•
|
Vice President, Human Resources and General Counsel, January 2011 - August 2012
|
•
|
Vice President, Human Resources, February 2008 - January 2011
|
•
|
Director of Strategic Planning and Internal Audit, February 2008 - February 2011
|
•
|
Vice President of Operations, Wood Products Manufacturing, February 2016 - November 2017
|
•
|
Manufacturing Operations Manager, Wood Products Manufacturing, November 2014 - February 2016
|
•
|
Southeast Area Manager, Wood Products Manufacturing, September 2013 - November 2014
|
•
|
Southern Region Manager, Wood Products Manufacturing, January 2009 - September 2013
|
•
|
Vice President of Engineered Wood Products, Wood Products Manufacturing, February 2016 - November 2017
|
•
|
Engineered Wood Products Marketing Manager, Wood Products Manufacturing, Boise Cascade Company, June 2015 - February 2016
|
•
|
Prior employment with Weyerhaeuser Company as Vice President of Weyerhaeuser Distribution, February 2011 - June 2015
|
•
|
Vice President, Sales and Marketing, Building Materials Distribution, October 2013 - February 2016
|
•
|
Division Sales and Marketing Manager, Building Materials Distribution, August 2013 - October 2013
|
•
|
National Accounts Sales Manager & East Region Sales Manager, Building Materials Distribution, September 1999 - August 2013
|
•
|
Purchasing Manager, Building Materials Distribution, July 2013 - October 2013
|
•
|
Division Marketing Manager & West Region Sales Manager, Building Materials Distribution, 2008 - 2013
|
•
|
Division Operations Manager, Building Materials Distribution, September 2015 - October 2016
|
•
|
Pacific Region Manager, Building Materials Distribution, November 2006 - September 2015
|
•
|
Senior Vice President, Human Resources, J.R. Simplot Company, February 2010 - March 2016
|
•
|
Vice President, Human Resources, J.R. Simplot Company, March 2006 - February 2010
|
•
|
Vice President, Human Resources, Boise Cascade, L.L.C., November 2004 - November 2005
|
•
|
Director of Commodity Sales and Marketing, Wood Products Manufacturing, November 2014 - February 2016
|
•
|
General Sales Manager, Panels and Transportation, Wood Products Manufacturing, February 2005 - November 2014
|
•
|
Associate General Counsel of Legal, July 2007 - August 2017
|
•
|
Associate Attorney, Boise law firm practicing employment law litigation, August 2003 - July 2007
|
•
|
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;
|
•
|
make investments;
|
•
|
create liens or use assets in security in other transactions;
|
•
|
merge or consolidate, or sell, transfer, lease, or dispose of substantially all of our assets;
|
•
|
enter into transactions with affiliates;
|
•
|
sell or transfer certain assets; and
|
•
|
in the case of our revolving credit facility, 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 key personnel;
|
•
|
strategic actions by us, our customers, or our competitors, such as acquisitions or restructurings;
|
•
|
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;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
•
|
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;
|
•
|
sales of common stock by us or members of our management team;
|
•
|
the granting of equity or equity-based incentives;
|
•
|
volume of trading in our common stock (which may be impacted by future sales or repurchases of our common stock);
|
•
|
changes in accounting standards, policies, guidance, interpretations, or principles; 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;
|
•
|
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;
|
•
|
allowing only our board of directors the ability to create additional director seats and 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
|
Plywood and veneer plants
|
|
9
|
|
Louisiana (2), North Carolina, Oregon (4), South Carolina, and Washington
|
LVL/I-joist/laminated beam plants
|
|
6
|
|
Alabama, Louisiana, North Carolina, Oregon, Idaho, and Canada
|
Sawmills
|
|
5
|
|
Oregon (3) and Washington (2)
|
Particleboard plant
|
|
1
|
|
Oregon
|
Location
|
|
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
|
|
230,000
|
|
Grand Junction, Colorado
|
|
Owned/Leased
|
|
97,000
|
|
Milton, Florida
|
|
Leased
|
|
99,000
|
|
Orlando, Florida
|
|
Owned
|
|
144,000
|
|
Pompano Beach, Florida
|
|
Leased
|
|
112,400
|
|
Auburn, Georgia
|
|
Leased
|
|
214,000
|
|
Boise, Idaho
|
|
Owned/Leased
|
|
159,000
|
|
Idaho Falls, Idaho
|
|
Owned/Leased
|
|
69,000
|
|
Pontoon Beach, Illinois
|
|
Leased
|
|
21,000
|
|
Rochelle, Illinois
|
|
Leased
|
|
170,000
|
|
Saco, Maine (a)
|
|
Leased
|
|
59,000
|
|
Baltimore, Maryland
|
|
Leased
|
|
247,000
|
|
Westfield, Massachusetts
|
|
Leased
|
|
207,000
|
|
Wayne, Michigan
|
|
Leased
|
|
108,000
|
|
Lakeville, Minnesota
|
|
Leased
|
|
144,000
|
|
Lee's Summit, Missouri
|
|
Leased
|
|
27,000
|
|
Billings, Montana
|
|
Owned
|
|
81,000
|
|
Greenland, New Hampshire
|
|
Owned/Leased
|
|
166,000
|
|
Delanco, New Jersey
|
|
Owned/Leased
|
|
93,000
|
|
Albuquerque, New Mexico
|
|
Leased
|
|
68,000
|
|
Greensboro, North Carolina
|
|
Leased
|
|
157,000
|
|
Marion, Ohio
|
|
Leased
|
|
95,000
|
|
Tulsa, Oklahoma
|
|
Owned
|
|
129,000
|
|
Memphis, Tennessee
|
|
Owned
|
|
78,000
|
|
Dallas, Texas
|
|
Owned/Leased
|
|
233,000
|
|
Sugar Land, Texas
|
|
Leased
|
|
203,000
|
|
Salt Lake City, Utah
|
|
Leased
|
|
126,000
|
|
Spokane, Washington
|
|
Owned/Leased
|
|
59,000
|
|
Vancouver, Washington
|
|
Leased
|
|
86,000
|
|
Woodinville, Washington
|
|
Owned/Leased
|
|
110,000
|
|
Yakima, Washington
|
|
Owned/Leased
|
|
44,000
|
|
|
High
Sale Price
|
|
Low
Sale Price
|
|
Dividends Paid Per Share
|
||||||
2017
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
40.95
|
|
|
$
|
33.85
|
|
|
$
|
0.07
|
|
Third Quarter
|
$
|
35.80
|
|
|
$
|
27.60
|
|
|
$
|
—
|
|
Second Quarter
|
$
|
33.40
|
|
|
$
|
26.25
|
|
|
$
|
—
|
|
First Quarter
|
$
|
28.70
|
|
|
$
|
22.63
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
2016
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
25.69
|
|
|
$
|
17.80
|
|
|
$
|
—
|
|
Third Quarter
|
$
|
29.95
|
|
|
$
|
21.11
|
|
|
$
|
—
|
|
Second Quarter
|
$
|
23.60
|
|
|
$
|
20.07
|
|
|
$
|
—
|
|
First Quarter
|
$
|
25.46
|
|
|
$
|
13.80
|
|
|
$
|
—
|
|
(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
|
||||||||||||||||||
|
|
2017 (a)
|
|
2016 (b)
|
|
2015
|
|
2014
|
|
2013 (c)
|
||||||||||
|
|
(millions, except per-share data)
|
||||||||||||||||||
Consolidated statement of operations data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
|
$
|
4,432
|
|
|
$
|
3,911
|
|
|
$
|
3,633
|
|
|
$
|
3,574
|
|
|
$
|
3,273
|
|
Net income
|
|
$
|
83
|
|
|
$
|
38
|
|
|
$
|
52
|
|
|
$
|
80
|
|
|
$
|
117
|
|
Net income per common share – diluted
|
|
$
|
2.12
|
|
|
$
|
0.98
|
|
|
$
|
1.33
|
|
|
$
|
2.03
|
|
|
$
|
2.91
|
|
Earnings before interest, taxes, depreciation, and amortization (EBITDA) (d)
|
|
$
|
223
|
|
|
$
|
142
|
|
|
$
|
158
|
|
|
$
|
197
|
|
|
$
|
136
|
|
Adjusted EBITDA (d)
|
|
$
|
222
|
|
|
$
|
153
|
|
|
$
|
158
|
|
|
$
|
197
|
|
|
$
|
136
|
|
Cash dividends declared per common share
|
|
$
|
0.07
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data (at end of year)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
177
|
|
|
$
|
104
|
|
|
$
|
184
|
|
|
$
|
164
|
|
|
$
|
118
|
|
Working capital, excluding cash and cash equivalents (e)
|
|
$
|
374
|
|
|
$
|
344
|
|
|
$
|
342
|
|
|
$
|
335
|
|
|
$
|
312
|
|
Total assets (f)
|
|
$
|
1,607
|
|
|
$
|
1,439
|
|
|
$
|
1,249
|
|
|
$
|
1,213
|
|
|
$
|
1,096
|
|
Total long-term debt (f)
|
|
$
|
438
|
|
|
$
|
438
|
|
|
$
|
345
|
|
|
$
|
294
|
|
|
$
|
293
|
|
(a)
|
In 2017, net income includes an $8.1 million income tax benefit associated with the remeasurement of our deferred tax assets and liabilities at the new federal corporate income tax rate of 21% as of December 22, 2017 (date of enactment of the Tax Cuts and Jobs Act). 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.
|
(b)
|
The following items impacted 2016 net income:
|
•
|
$8.5 million of income tax benefit primarily associated with the reversal of a valuation allowance on foreign deferred tax assets, net of other tax adjustments. 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.
|
•
|
$14.3 million pre-tax loss on extinguishment of debt. For more information, see Note 7, Debt, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
|
•
|
$3.9 million pre-tax settlement expense associated with voluntary lump-sum payments to pension plan participants. For more information, see Note 9, Retirement and Benefit Plans, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
|
(c)
|
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.
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(millions)
|
||||||||||||||||||
Net income
|
|
$
|
83
|
|
|
$
|
38
|
|
|
$
|
52
|
|
|
$
|
80
|
|
|
$
|
117
|
|
Interest expense
|
|
25
|
|
|
27
|
|
|
23
|
|
|
22
|
|
|
20
|
|
|||||
Interest income
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income tax provision (benefit)
|
|
35
|
|
|
5
|
|
|
29
|
|
|
43
|
|
|
(39
|
)
|
|||||
Depreciation and amortization
|
|
80
|
|
|
73
|
|
|
56
|
|
|
51
|
|
|
38
|
|
|||||
EBITDA
|
|
223
|
|
|
142
|
|
|
158
|
|
|
197
|
|
|
136
|
|
|||||
Change in fair value of interest rate swaps
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss on extinguishment of debt
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
|
$
|
222
|
|
|
$
|
153
|
|
|
$
|
158
|
|
|
$
|
197
|
|
|
$
|
136
|
|
(e)
|
As of December 31, 2015, we retrospectively adopted Accounting Standards Update (ASU) 2015-17,
Balance Sheet Classification of Deferred Taxes
, by reclassifying previously reported current deferred tax assets as noncurrent on the balance sheet. This reclassification resulted in a reduction of working capital, as previously reported, of $20 million and $18 million as of December 31, 2014 and 2013, respectively.
|
(f)
|
As of December 31, 2015, we retrospectively adopted ASU 2015-03,
Simplifying the Presentation of Debt Issuance Costs
, by reclassifying previously reported deferred financing costs as a direct deduction from the related debt liability rather than as an asset. This reclassification resulted in a reduction of total assets and total long-term debt, as previously reported, of $7 million and $8 million, respectively, as of December 31, 2014, and 2013.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year Ended December 31
|
||||
|
2017 versus 2016
|
|
2016 versus 2015
|
|
2015 versus 2014
|
Increase (decrease) in composite panel prices
|
18%
|
|
1%
|
|
(5)%
|
Increase (decrease) in Western Fir plywood prices
|
12%
|
|
(6)%
|
|
(4)%
|
Increase (decrease) in Southern Pine plywood prices
|
10%
|
|
(11)%
|
|
(6)%
|
Increase (decrease) in OSB prices
|
32%
|
|
29%
|
|
(8)%
|
Increase (decrease) in composite lumber prices
|
19%
|
|
4%
|
|
(14)%
|
|
Year Ended December 31
|
||||
|
2017 versus 2016
|
|
2016 versus 2015
|
|
2015 versus 2014
|
Increase (decrease) in per-unit log costs
|
3%
|
|
(2)%
|
|
1%
|
|
Year Ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||||
Sales
|
$
|
4,432.0
|
|
|
$
|
3,911.2
|
|
|
$
|
3,633.4
|
|
|
|
|
|
|
|
||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|||
Materials, labor, and other operating expenses (excluding depreciation)
|
3,819.7
|
|
|
3,398.4
|
|
|
3,153.5
|
|
|||
Depreciation and amortization
|
80.4
|
|
|
72.8
|
|
|
55.6
|
|
|||
Selling and distribution expenses
|
327.4
|
|
|
300.8
|
|
|
273.3
|
|
|||
General and administrative expenses
|
63.1
|
|
|
60.6
|
|
|
49.4
|
|
|||
Other (income) expense, net
|
0.4
|
|
|
(1.0
|
)
|
|
(1.6
|
)
|
|||
|
4,290.8
|
|
|
3,831.6
|
|
|
3,530.2
|
|
|||
|
|
|
|
|
|
||||||
Income from operations
|
$
|
141.2
|
|
|
$
|
79.6
|
|
|
$
|
103.2
|
|
|
|
|
|
|
|
||||||
|
(percentage of sales)
|
||||||||||
Sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|||
|
|
|
|
|
|
||||||
Costs and expenses
|
|
|
|
|
|
||||||
Materials, labor, and other operating expenses (excluding depreciation)
|
86.2
|
%
|
|
86.9
|
%
|
|
86.8
|
%
|
|||
Depreciation and amortization
|
1.8
|
|
|
1.9
|
|
|
1.5
|
|
|||
Selling and distribution expenses
|
7.4
|
|
|
7.7
|
|
|
7.5
|
|
|||
General and administrative expenses
|
1.4
|
|
|
1.5
|
|
|
1.4
|
|
|||
Other (income) expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
96.8
|
%
|
|
98.0
|
%
|
|
97.2
|
%
|
|||
|
|
|
|
|
|
||||||
Income from operations
|
3.2
|
%
|
|
2.0
|
%
|
|
2.8
|
%
|
|
Year Ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(thousands)
|
||||||||||
U.S. Housing Starts (a)
|
|
|
|
|
|
||||||
Single-family
|
848.9
|
|
|
781.5
|
|
|
714.5
|
|
|||
Multi-family
|
353.9
|
|
|
392.3
|
|
|
397.3
|
|
|||
|
1,202.8
|
|
|
1,173.8
|
|
|
1,111.8
|
|
|||
|
|
|
|
|
|
||||||
|
(millions)
|
||||||||||
Segment Sales
|
|
|
|
|
|
|
|
||||
Wood Products
|
$
|
1,373.8
|
|
|
$
|
1,280.4
|
|
|
$
|
1,282.1
|
|
Building Materials Distribution
|
3,773.8
|
|
|
3,227.2
|
|
|
2,891.3
|
|
|||
Intersegment eliminations and other
|
(715.6
|
)
|
|
(596.4
|
)
|
|
(540.0
|
)
|
|||
|
$
|
4,432.0
|
|
|
$
|
3,911.2
|
|
|
$
|
3,633.4
|
|
|
|
|
|
|
|
||||||
|
(millions)
|
||||||||||
Wood Products
|
|
|
|
|
|
||||||
Sales Volumes
|
|
|
|
|
|
||||||
Laminated veneer lumber (LVL) (cubic feet)
|
17.3
|
|
|
16.3
|
|
|
13.1
|
|
|||
I-joists (equivalent lineal feet)
|
235
|
|
|
226
|
|
|
201
|
|
|||
Plywood (sq. ft.) (3/8" basis)
|
1,458
|
|
|
1,507
|
|
|
1,635
|
|
|||
Lumber (board feet)
|
171
|
|
|
187
|
|
|
206
|
|
|||
|
|
|
|
|
|
||||||
|
(dollars per unit)
|
||||||||||
Wood Products
|
|
|
|
|
|
||||||
Average Net Selling Prices
|
|
|
|
|
|
||||||
Laminated veneer lumber (LVL) (cubic foot)
|
$
|
16.79
|
|
|
$
|
16.59
|
|
|
$
|
16.44
|
|
I-joists (1,000 equivalent lineal feet)
|
1,121
|
|
|
1,114
|
|
|
1,107
|
|
|||
Plywood (1,000 sq. ft.) (3/8" basis)
|
312
|
|
|
272
|
|
|
291
|
|
|||
Lumber (1,000 board feet)
|
540
|
|
|
472
|
|
|
482
|
|
|||
|
|
|
|
|
|
||||||
|
(percentage of Building Materials Distribution sales)
|
||||||||||
Building Materials Distribution
|
|
|
|
|
|
||||||
Product Line Sales
|
|
|
|
|
|
||||||
Commodity
|
47.9
|
%
|
|
46.6
|
%
|
|
46.5
|
%
|
|||
General line
|
33.6
|
%
|
|
35.4
|
%
|
|
35.9
|
%
|
|||
Engineered wood products
|
18.5
|
%
|
|
18.0
|
%
|
|
17.6
|
%
|
|||
|
|
|
|
|
|
||||||
Gross margin percentage (b)
|
11.9
|
%
|
|
11.9
|
%
|
|
11.6
|
%
|
(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.
|
•
|
An $8.1 million reduction in income tax expense, or an effect of 6.9%, resulting from the remeasurement of deferred income taxes to the new federal statutory rate of 21%.
|
•
|
A $3.7 million increase in income tax expense, or an effect of 3.2%, from state income taxes.
|
•
|
A $9.9 million reduction in income tax expense, or an effect of 22.8%, resulting from the valuation allowance reversal in our Canadian tax jurisdiction.
|
•
|
A $2.9 million reduction in income tax expense, or an effect of 6.7%, resulting from other tax credits.
|
•
|
A $1.7 million increase in income tax expense, or an effect of 4.0%, resulting from unrecognized tax benefits.
|
•
|
A $1.4 million increase in income tax expense, or an effect of 3.2%, from state income taxes.
|
|
Year Ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(thousands)
|
||||||||||
Net cash provided by operations
|
$
|
151,567
|
|
|
$
|
151,907
|
|
|
$
|
80,331
|
|
Net cash used for investment
|
(73,212
|
)
|
|
(298,839
|
)
|
|
(84,392
|
)
|
|||
Net cash provided by (used for) financing
|
(5,193
|
)
|
|
66,414
|
|
|
25,008
|
|
•
|
A
$17.8 million
increase in working capital during
2017
, compared with a
$12.2 million
decrease in working capital during
2016
.
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 increase in working capital in 2017 was primarily attributable to higher receivables and inventories, offset partially by an increase in accounts payable and accrued liabilities. The increase in receivables in 2017 primarily reflects increased sales of approximately 18%, comparing sales for the month of December
2017
with sales for the month of December
2016
. The decrease in working capital in 2016 was primarily attributable to higher accounts payable and accrued liabilities, offset partially by an increase in inventories. Inventories increased in both
2017
and
2016
primarily due to an increase in finished goods inventory in our Building Materials Distribution segment. The increase in accounts payable and accrued liabilities in
2017
was greater than the
2016
increase, reflecting the increase in inventories as of
December 31, 2017
, and higher incentive compensation accruals.
|
•
|
A
$29.4 million
increase in cash paid for income taxes.
The increase in cash paid for income taxes is primarily due to an increase in income from operations.
|
•
|
A
$32.4 million
increase in income in our Building Materials Distribution segment and a
$27.7 million
increase in income in our Wood Products segment.
See "Operating Results" above for a discussion on our results for
2017
.
|
•
|
A decrease in cash contributions to our pension plans of $50.4 million.
During 2016, we used $3.8 million of cash to make pension contributions, compared with $54.3 million during 2015.
|
•
|
A $23.6 million increase in income in our Building Materials Distribution segment, offset by a $38.3 million decrease in income in our Wood Products segment.
See "Operating Results" above for a discussion on our results for 2016.
|
•
|
A $12.2 million decrease in working capital during 2016, compared with a $2.7 million increase in working capital during 2015.
The decrease in working capital in 2016 was primarily attributable to higher accounts payable and accrued liabilities, offset partially by an increase in inventories. The increase in working capital in 2015 was primarily attributable to higher receivables, offset partially by an increase in accounts payable and accrued liabilities. The increase in receivables in 2015 primarily reflect increased sales of approximately 2%, comparing sales for the month of December 2015 with sales for the month of December 2014. In addition, inventories increased during 2016 compared with a decrease during 2015. Inventories increased in 2016 primarily due to an increase in finished goods inventory in our Building Materials Distribution segment. The increase in accounts payable and accrued liabilities in 2016 was greater than the 2015 increase, reflecting the increase in inventories as of December 31, 2016 and higher incentive compensation.
|
•
|
A $5.9 million increase in cash paid for income taxes.
The increase in cash paid for income taxes is primarily due to lower tax benefits related to the decrease in cash contributions to our pension plans, discussed above, offset partially by a decrease in income from operations.
|
•
|
A $6.8 million decrease in other net long-term assets and liabilities during 2016, compared with an increase in other net long-term assets and liabilities during 2015.
These changes primarily related to fluctuations in timber deposits.
|
|
Payments Due by Period
|
||||||||||||||||||
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
|
Total
|
||||||||||
|
(millions)
|
||||||||||||||||||
Long-term debt (a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50.0
|
|
|
$
|
395.0
|
|
|
$
|
445.0
|
|
Interest (b)
|
22.4
|
|
|
44.7
|
|
|
43.8
|
|
|
43.3
|
|
|
154.2
|
|
|||||
Operating leases (c)
|
15.1
|
|
|
28.7
|
|
|
23.8
|
|
|
58.7
|
|
|
126.3
|
|
|||||
Purchase obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Raw materials (d)
|
17.6
|
|
|
43.6
|
|
|
7.1
|
|
|
3.9
|
|
|
72.2
|
|
|||||
Other
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|||||
Other long-term liabilities reflected on our Balance Sheet (e)
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits, including pension funding obligations (f)
|
3.8
|
|
|
6.4
|
|
|
5.7
|
|
|
61.9
|
|
|
77.8
|
|
|||||
Other (g)(h)
|
3.8
|
|
|
4.8
|
|
|
3.0
|
|
|
7.6
|
|
|
19.2
|
|
|||||
|
$
|
64.6
|
|
|
$
|
128.2
|
|
|
$
|
133.4
|
|
|
$
|
570.4
|
|
|
$
|
896.6
|
|
(a)
|
These borrowings are further explained in Note 7, 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)
|
Amounts represent estimated interest payments on the 2024 Notes, ABL Term Loan, and Term Loan as of
December 31, 2017
, assuming these instruments are held to maturity. Unused commitment fees and letter of credit fees payable under the Revolving Credit Facility are excluded from the table above. In addition, we have excluded our interest rate swaps from interest in the table above. For information regarding average pay rates and average receive rates on our interest rate swaps, see "Financial Instruments" included in this "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.
|
(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 8, 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
$72 million
of logs, approximately
$59 million
of which will be purchased pursuant to fixed-price contracts and approximately
$13 million
of which will be purchased pursuant to variable-price contracts. The
$13 million
is estimated using current quarter pricing, but actual prices depend on future market prices. Under certain log 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 requirements and our access to supply, as well as the cost of obtaining logs, 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 availability, and the status of environmental appeals. Except for deposits required pursuant to log supply contracts, these obligations are not recorded in our consolidated financial statements until contract payment terms take effect.
|
(e)
|
Long-term deferred income tax liabilities and unrecognized tax benefits are excluded from this table, because the timing of future cash outflows related to these items are uncertain. 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.
|
(f)
|
Amounts consist of our pension and deferred compensation liabilities, including the current portion of those obligations of $2.3 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 other long-term liabilities of $3.8 million.
|
(h)
|
We have excluded $4.2 million and $0.5 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, 2017
|
||||||||||||||||||
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
There-
after
|
|
Total
|
|
Fair
Value (b)
|
|||||||||||||||||
|
(millions, other than percentages)
|
||||||||||||||||||||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed-rate debt payments (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350.0
|
|
|
$
|
350.0
|
|
|
$
|
369.3
|
|
Average interest rates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.625
|
%
|
|
5.625
|
%
|
|
—
|
|
||||||||
Variable-rate debt payments (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Term Loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50.0
|
|
|
$
|
45.0
|
|
|
$
|
95.0
|
|
|
$
|
95.0
|
|
Average interest rates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
%
|
|
2.7
|
%
|
|
2.6
|
%
|
|
—
|
|
(a)
|
These obligations are further explained in Note 7, 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 using quoted market prices of our debt in inactive markets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
||||||||||||||||||
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
There-
after
|
|
Total
|
|
Fair
Value
|
|||||||||||||||||
|
(millions, other than percentages)
|
||||||||||||||||||||||||||||||
Interest rate swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable to fixed notional amount
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125.0
|
|
|
$
|
—
|
|
|
$
|
125.0
|
|
|
$
|
4.7
|
|
Average pay rate (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
%
|
|
—
|
%
|
|
1.2
|
%
|
|
—
|
|
||||||||
Average receive rate (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
%
|
|
—
|
%
|
|
1.5
|
%
|
|
—
|
|
(a)
|
Represents the weighted average actual fixed interest rate payable on our interest rate swaps.
|
(b)
|
Represents the weighted average variable interest rate receivable on our interest rate swaps at
December 31, 2017
.
|
|
Year Ending December 31,
|
|
Year Ended December 31
|
|||||||||||
|
|
|||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||
|
(millions, except for percentages)
|
|||||||||||||
Pension expense
|
$
|
1.8
|
|
|
$
|
1.5
|
|
|
$
|
6.2
|
|
|||
Discount rate (a)
|
3.40
|
%
|
|
3.90
|
%
|
|
4.05
|
%
|
/
|
3.45
|
%
|
|||
Expected rate of return on plan assets (a)
|
4.75
|
%
|
|
5.00
|
%
|
|
5.10
|
%
|
/
|
5.10
|
%
|
|||
Rate of compensation increases (b)
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
Prior to the remeasurement of our qualified defined benefit pension plan on November 1, 2016, the discount rate and expected rate of return on plan assets were 4.05% and 5.10%, respectively. The discount rate and expected rate of return on plan assets after the November 1, 2016, remeasurement were 3.45% and 5.10%, respectively. For information related to the remeasurement, see "Defined Benefit Plans" in Note 9, Retirement and Benefit Plans, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in this Form 10-K.
|
(b)
|
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 a minimal amount of hourly employees who continue to accrue benefits.
|
|
|
|
Increase (Decrease)
in Pension Expense
|
||||||||
|
Base
Expense
|
|
0.25 %
Increase
|
|
0.25%
Decrease
|
||||||
|
(millions)
|
||||||||||
2018 Expense
|
|
|
|
|
|
||||||
Discount rate
|
$
|
1.8
|
|
|
$
|
(1.1
|
)
|
|
$
|
1.1
|
|
Expected rate of return on plan assets
|
1.8
|
|
|
(1.0
|
)
|
|
1.0
|
|
|||
|
|
|
|
|
|
||||||
2017 Expense
|
|
|
|
|
|
||||||
Discount rate
|
$
|
1.5
|
|
|
$
|
(1.1
|
)
|
|
$
|
1.1
|
|
Expected rate of return on plan assets
|
1.5
|
|
|
(0.9
|
)
|
|
0.9
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Boise Cascade Company
Consolidated Statements of Operations
|
||||||||||||
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(thousands, except per-share data)
|
||||||||||
Sales
|
|
$
|
4,431,991
|
|
|
$
|
3,911,215
|
|
|
$
|
3,633,415
|
|
|
|
|
|
|
|
|
||||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|||
Materials, labor, and other operating expenses (excluding depreciation)
|
|
3,819,659
|
|
|
3,398,433
|
|
|
3,153,520
|
|
|||
Depreciation and amortization
|
|
80,379
|
|
|
72,847
|
|
|
55,578
|
|
|||
Selling and distribution expenses
|
|
327,355
|
|
|
300,797
|
|
|
273,308
|
|
|||
General and administrative expenses
|
|
63,068
|
|
|
60,585
|
|
|
49,425
|
|
|||
Other (income) expense, net
|
|
377
|
|
|
(1,025
|
)
|
|
(1,605
|
)
|
|||
|
|
4,290,838
|
|
|
3,831,637
|
|
|
3,530,226
|
|
|||
|
|
|
|
|
|
|
||||||
Income from operations
|
|
141,153
|
|
|
79,578
|
|
|
103,189
|
|
|||
|
|
|
|
|
|
|
||||||
Foreign currency exchange gain (loss)
|
|
720
|
|
|
119
|
|
|
(298
|
)
|
|||
Interest expense
|
|
(25,370
|
)
|
|
(26,692
|
)
|
|
(22,532
|
)
|
|||
Interest income
|
|
547
|
|
|
390
|
|
|
323
|
|
|||
Change in fair value of interest rate swaps
|
|
538
|
|
|
4,210
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
(14,304
|
)
|
|
—
|
|
|||
|
|
(23,565
|
)
|
|
(36,277
|
)
|
|
(22,507
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income before income taxes
|
|
117,588
|
|
|
43,301
|
|
|
80,682
|
|
|||
Income tax provision
|
|
(34,631
|
)
|
|
(5,047
|
)
|
|
(28,500
|
)
|
|||
Net income
|
|
$
|
82,957
|
|
|
$
|
38,254
|
|
|
$
|
52,182
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
38,623
|
|
|
38,761
|
|
|
39,239
|
|
|||
Diluted
|
|
39,074
|
|
|
38,925
|
|
|
39,355
|
|
|||
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.15
|
|
|
$
|
0.99
|
|
|
$
|
1.33
|
|
Diluted
|
|
$
|
2.12
|
|
|
$
|
0.98
|
|
|
$
|
1.33
|
|
Boise Cascade Company
Consolidated Statements of Comprehensive Income
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(thousands)
|
||||||||||
Net income
|
$
|
82,957
|
|
|
$
|
38,254
|
|
|
$
|
52,182
|
|
Other comprehensive income, net of tax
|
|
|
|
|
|
||||||
Defined benefit pension plans
|
|
|
|
|
|
||||||
Actuarial gain, net of tax of $1,792, $3,703, 3,235 and respectively
|
5,275
|
|
|
5,919
|
|
|
5,171
|
|
|||
Amortization of actuarial loss, net of tax of $651, $957, and $1,880, respectively
|
1,035
|
|
|
1,527
|
|
|
3,004
|
|
|||
Effects of settlements, net of tax of $0, $1,598, and $193, respectively
|
—
|
|
|
2,557
|
|
|
308
|
|
|||
Other comprehensive income, net of tax
|
6,310
|
|
|
10,003
|
|
|
8,483
|
|
|||
Comprehensive income
|
$
|
89,267
|
|
|
$
|
48,257
|
|
|
$
|
60,665
|
|
Boise Cascade Company
Consolidated Balance Sheets
|
||||||||
|
|
December 31
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(thousands)
|
||||||
ASSETS
|
|
|
|
|
|
|
||
Current
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
177,140
|
|
|
$
|
103,978
|
|
Receivables
|
|
|
|
|
|
|||
Trade, less allowances of $945 and $1,459
|
|
246,452
|
|
|
199,191
|
|
||
Related parties
|
|
345
|
|
|
506
|
|
||
Other
|
|
9,380
|
|
|
10,952
|
|
||
Inventories
|
|
476,673
|
|
|
433,451
|
|
||
Prepaid expenses and other
|
|
22,582
|
|
|
12,381
|
|
||
Total current assets
|
|
932,572
|
|
|
760,459
|
|
||
|
|
|
|
|
||||
Property and equipment, net
|
|
565,792
|
|
|
568,702
|
|
||
Timber deposits
|
|
13,503
|
|
|
14,901
|
|
||
Goodwill
|
|
55,433
|
|
|
55,433
|
|
||
Intangible assets, net
|
|
15,066
|
|
|
15,547
|
|
||
Deferred income taxes
|
|
9,064
|
|
|
8,840
|
|
||
Other assets
|
|
15,763
|
|
|
15,315
|
|
||
Total assets
|
|
$
|
1,607,193
|
|
|
$
|
1,439,197
|
|
Boise Cascade Company
Consolidated Balance Sheets (continued)
|
||||||||
|
|
December 31
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(thousands, except per-share data)
|
||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current
|
|
|
|
|
||||
Accounts payable
|
|
|
|
|
||||
Trade
|
|
$
|
233,562
|
|
|
$
|
194,010
|
|
Related parties
|
|
1,225
|
|
|
1,903
|
|
||
Accrued liabilities
|
|
|
|
|
||||
Compensation and benefits
|
|
84,246
|
|
|
67,752
|
|
||
Interest payable
|
|
6,742
|
|
|
6,860
|
|
||
Other
|
|
55,786
|
|
|
42,339
|
|
||
Total current liabilities
|
|
381,561
|
|
|
312,864
|
|
||
|
|
|
|
|
||||
Debt
|
|
|
|
|
||||
Long-term debt
|
|
438,312
|
|
|
437,629
|
|
||
|
|
|
|
|
||||
Other
|
|
|
|
|
||||
Compensation and benefits
|
|
75,439
|
|
|
83,164
|
|
||
Deferred income taxes
|
|
16,454
|
|
|
6,339
|
|
||
Other long-term liabilities
|
|
20,878
|
|
|
19,197
|
|
||
|
|
112,771
|
|
|
108,700
|
|
||
|
|
|
|
|
||||
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, 43,748 and 43,520 shares issued, respectively
|
|
437
|
|
|
435
|
|
||
Treasury stock, 5,167 shares at cost
|
|
(133,979
|
)
|
|
(133,979
|
)
|
||
Additional paid-in capital
|
|
523,550
|
|
|
515,410
|
|
||
Accumulated other comprehensive loss
|
|
(76,702
|
)
|
|
(83,012
|
)
|
||
Retained earnings
|
|
361,243
|
|
|
281,150
|
|
||
Total stockholders' equity
|
|
674,549
|
|
|
580,004
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
1,607,193
|
|
|
$
|
1,439,197
|
|
Boise Cascade Company
Consolidated Statements of Cash Flows
|
||||||||||||
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(thousands)
|
||||||||||
Cash provided by (used for) operations
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
82,957
|
|
|
$
|
38,254
|
|
|
$
|
52,182
|
|
Items in net income not using (providing) cash
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization, including deferred financing costs and other
|
|
82,321
|
|
|
74,927
|
|
|
57,197
|
|
|||
Stock-based compensation
|
|
9,730
|
|
|
8,177
|
|
|
5,825
|
|
|||
Pension expense
|
|
1,464
|
|
|
6,240
|
|
|
2,825
|
|
|||
Deferred income taxes
|
|
8,117
|
|
|
(7,823
|
)
|
|
30,883
|
|
|||
Change in fair value of interest rate swaps
|
|
(538
|
)
|
|
(4,210
|
)
|
|
—
|
|
|||
Other
|
|
376
|
|
|
491
|
|
|
(1,837
|
)
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
14,304
|
|
|
—
|
|
|||
Decrease (increase) in working capital, net of acquisitions
|
|
|
|
|
|
|
|
|||||
Receivables
|
|
(41,778
|
)
|
|
(1,118
|
)
|
|
(18,182
|
)
|
|||
Inventories
|
|
(43,222
|
)
|
|
(30,757
|
)
|
|
9,604
|
|
|||
Prepaid expenses and other
|
|
(887
|
)
|
|
(1,614
|
)
|
|
(985
|
)
|
|||
Accounts payable and accrued liabilities
|
|
68,124
|
|
|
45,651
|
|
|
6,822
|
|
|||
Pension contributions
|
|
(2,193
|
)
|
|
(3,844
|
)
|
|
(54,257
|
)
|
|||
Income taxes payable
|
|
(14,292
|
)
|
|
6,385
|
|
|
(2,589
|
)
|
|||
Other
|
|
1,388
|
|
|
6,844
|
|
|
(7,157
|
)
|
|||
Net cash provided by operations
|
|
151,567
|
|
|
151,907
|
|
|
80,331
|
|
|||
|
|
|
|
|
|
|
||||||
Cash provided by (used for) investment
|
|
|
|
|
|
|
|
|
||||
Expenditures for property and equipment
|
|
(75,450
|
)
|
|
(83,583
|
)
|
|
(87,526
|
)
|
|||
Acquisitions of businesses and facilities
|
|
—
|
|
|
(215,900
|
)
|
|
—
|
|
|||
Proceeds from sales of assets and other
|
|
2,238
|
|
|
644
|
|
|
3,134
|
|
|||
Net cash used for investment
|
|
(73,212
|
)
|
|
(298,839
|
)
|
|
(84,392
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash provided by (used for) financing
|
|
|
|
|
|
|
||||||
Borrowings of long-term debt, including revolving credit facility
|
|
410,400
|
|
|
837,800
|
|
|
50,000
|
|
|||
Payments of long-term debt, including revolving credit facility
|
|
(410,400
|
)
|
|
(754,071
|
)
|
|
—
|
|
|||
Treasury stock purchased
|
|
—
|
|
|
(10,268
|
)
|
|
(23,711
|
)
|
|||
Financing costs
|
|
(478
|
)
|
|
(6,422
|
)
|
|
(702
|
)
|
|||
Tax withholding payments on stock-based awards
|
|
(2,902
|
)
|
|
(383
|
)
|
|
(1,160
|
)
|
|||
Proceeds from exercise of stock options
|
|
1,144
|
|
|
—
|
|
|
237
|
|
|||
Dividends paid on common stock
|
|
(2,701
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(256
|
)
|
|
(242
|
)
|
|
344
|
|
|||
Net cash provided by (used for) financing
|
|
(5,193
|
)
|
|
66,414
|
|
|
25,008
|
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
|
73,162
|
|
|
(80,518
|
)
|
|
20,947
|
|
|||
|
|
|
|
|
|
|
||||||
Balance at beginning of the period
|
|
103,978
|
|
|
184,496
|
|
|
163,549
|
|
|||
|
|
|
|
|
|
|
||||||
Balance at end of the period
|
|
$
|
177,140
|
|
|
$
|
103,978
|
|
|
$
|
184,496
|
|
Boise Cascade Company
Consolidated Statements of Stockholders' Equity
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
|
(thousands)
|
||||||||||||||||||||||||||||
Balance at December 31, 2014
|
43,282
|
|
|
$
|
433
|
|
|
3,864
|
|
|
$
|
(100,000
|
)
|
|
$
|
502,739
|
|
|
$
|
(101,498
|
)
|
|
$
|
190,714
|
|
|
$
|
492,388
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
52,182
|
|
|
52,182
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
8,483
|
|
|
|
|
8,483
|
|
||||||||||||
Common stock issued
|
131
|
|
|
1
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
1
|
|
||||||||||
Treasury stock purchased
|
|
|
|
|
723
|
|
|
(23,711
|
)
|
|
|
|
|
|
|
|
(23,711
|
)
|
|||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
5,825
|
|
|
|
|
|
|
5,825
|
|
||||||||||||
Other
|
|
|
|
|
|
|
|
|
(498
|
)
|
|
|
|
|
|
(498
|
)
|
||||||||||||
Balance at December 31, 2015
|
43,413
|
|
|
$
|
434
|
|
|
4,587
|
|
|
$
|
(123,711
|
)
|
|
$
|
508,066
|
|
|
$
|
(93,015
|
)
|
|
$
|
242,896
|
|
|
$
|
534,670
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
38,254
|
|
|
38,254
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
10,003
|
|
|
|
|
10,003
|
|
||||||||||||
Common stock issued
|
107
|
|
|
1
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
1
|
|
||||||||||
Treasury stock purchased
|
|
|
|
|
580
|
|
|
(10,268
|
)
|
|
|
|
|
|
|
|
(10,268
|
)
|
|||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
8,177
|
|
|
|
|
|
|
8,177
|
|
||||||||||||
Other
|
|
|
|
|
|
|
|
|
(833
|
)
|
|
|
|
|
|
(833
|
)
|
||||||||||||
Balance at December 31, 2016
|
43,520
|
|
|
$
|
435
|
|
|
5,167
|
|
|
$
|
(133,979
|
)
|
|
$
|
515,410
|
|
|
$
|
(83,012
|
)
|
|
$
|
281,150
|
|
|
$
|
580,004
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
82,957
|
|
|
82,957
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
6,310
|
|
|
|
|
6,310
|
|
||||||||||||
Common stock issued
|
228
|
|
|
2
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
2
|
|
||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
9,730
|
|
|
|
|
|
|
9,730
|
|
||||||||||||
Common stock dividends ($0.07 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,760
|
)
|
|
(2,760
|
)
|
||||||||||||
Tax withholding payments on stock-based awards
|
|
|
|
|
|
|
|
|
(2,902
|
)
|
|
|
|
|
|
(2,902
|
)
|
||||||||||||
Proceeds from exercise of stock options
|
|
|
|
|
|
|
|
|
1,144
|
|
|
|
|
|
|
1,144
|
|
||||||||||||
Other
|
|
|
|
|
|
|
|
|
168
|
|
|
|
|
(104
|
)
|
|
64
|
|
|||||||||||
Balance at December 31, 2017
|
43,748
|
|
|
$
|
437
|
|
|
5,167
|
|
|
$
|
(133,979
|
)
|
|
$
|
523,550
|
|
|
$
|
(76,702
|
)
|
|
$
|
361,243
|
|
|
$
|
674,549
|
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
|
|
(thousands)
|
||||||
Finished goods and work in process
|
|
$
|
377,266
|
|
|
$
|
330,026
|
|
Logs
|
|
57,229
|
|
|
63,208
|
|
||
Other raw materials and supplies
|
|
42,178
|
|
|
40,217
|
|
||
|
|
$
|
476,673
|
|
|
$
|
433,451
|
|
|
|
December 31,
2017 |
|
December 31,
2016 |
|
General Range of Estimated Useful Lives in Years
|
||||||
|
|
(thousands)
|
|
|
|
|
||||||
Land
|
|
$
|
38,606
|
|
|
$
|
38,700
|
|
|
|
|
|
Buildings
|
|
144,404
|
|
|
136,087
|
|
|
20
|
-
|
40
|
||
Improvements
|
|
55,267
|
|
|
50,655
|
|
|
10
|
-
|
15
|
||
Mobile equipment, information technology, and office furniture
|
|
138,245
|
|
|
125,486
|
|
|
3
|
-
|
7
|
||
Machinery and equipment
|
|
659,708
|
|
|
613,060
|
|
|
7
|
-
|
12
|
||
Construction in progress
|
|
23,303
|
|
|
34,877
|
|
|
|
|
|
||
|
|
1,059,533
|
|
|
998,865
|
|
|
|
|
|
||
Less accumulated depreciation
|
|
(493,741
|
)
|
|
(430,163
|
)
|
|
|
|
|
||
|
|
$
|
565,792
|
|
|
$
|
568,702
|
|
|
|
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(thousands)
|
||||||||||
Domestic
|
|
$
|
115,083
|
|
|
$
|
41,703
|
|
|
$
|
79,414
|
|
Foreign
|
|
2,505
|
|
|
1,598
|
|
|
1,268
|
|
|||
Income before income taxes
|
|
$
|
117,588
|
|
|
$
|
43,301
|
|
|
$
|
80,682
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(thousands)
|
||||||||||
Current income tax provision (benefit)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
22,541
|
|
|
$
|
10,664
|
|
|
$
|
(2,938
|
)
|
State
|
|
3,973
|
|
|
2,201
|
|
|
555
|
|
|||
Foreign
|
|
—
|
|
|
5
|
|
|
—
|
|
|||
Total current
|
|
26,514
|
|
|
12,870
|
|
|
(2,383
|
)
|
|||
|
|
|
|
|
|
|
||||||
Deferred income tax provision (benefit)
|
|
|
|
|
|
|
||||||
Federal
|
|
6,747
|
|
|
2,549
|
|
|
27,011
|
|
|||
State
|
|
991
|
|
|
(1,536
|
)
|
|
3,872
|
|
|||
Foreign
|
|
379
|
|
|
(8,836
|
)
|
|
—
|
|
|||
Total deferred
|
|
8,117
|
|
|
(7,823
|
)
|
|
30,883
|
|
|||
Income tax provision
|
|
$
|
34,631
|
|
|
$
|
5,047
|
|
|
$
|
28,500
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(thousands, except percentages)
|
||||||||||
Income before income taxes
|
|
$
|
117,588
|
|
|
$
|
43,301
|
|
|
$
|
80,682
|
|
Statutory U.S. income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|||
|
|
|
|
|
|
|
||||||
Statutory tax provision
|
|
$
|
41,156
|
|
|
$
|
15,155
|
|
|
$
|
28,239
|
|
State taxes
|
|
3,719
|
|
|
1,370
|
|
|
3,006
|
|
|||
Domestic production activities deduction
|
|
(963
|
)
|
|
(165
|
)
|
|
(299
|
)
|
|||
Unrecognized tax benefits
|
|
(86
|
)
|
|
1,717
|
|
|
433
|
|
|||
Benefit from enactment of the Tax Cuts and Jobs Act
|
|
(8,129
|
)
|
|
—
|
|
|
—
|
|
|||
Change in valuation allowance (a)
|
|
—
|
|
|
(9,884
|
)
|
|
—
|
|
|||
Tax credits
|
|
(912
|
)
|
|
(2,904
|
)
|
|
(2,043
|
)
|
|||
Other
|
|
(154
|
)
|
|
(242
|
)
|
|
(836
|
)
|
|||
Total
|
|
$
|
34,631
|
|
|
$
|
5,047
|
|
|
$
|
28,500
|
|
|
|
|
|
|
|
|
||||||
Effective income tax rate
|
|
29.5
|
%
|
|
11.7
|
%
|
|
35.3
|
%
|
(a)
|
Deferred tax assets in our foreign subsidiaries are primarily the result of net operating losses. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. During fourth quarter 2016, because we achieved three years of cumulative pretax income in the Canadian tax jurisdiction and due to the implementation of a tax-planning strategy, management determined that there is sufficient positive evidence to conclude that it is more likely than not that the deferred tax assets are realizable and therefore released the valuation allowance in the amount of
$9.9 million
.
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
|
(thousands)
|
||||||
Deferred tax assets
|
|
|
|
|
||||
Employee benefits
|
|
$
|
30,853
|
|
|
$
|
54,895
|
|
Inventories
|
|
4,598
|
|
|
5,237
|
|
||
Foreign net operating loss carryforward
|
|
5,137
|
|
|
5,383
|
|
||
Other
|
|
6,003
|
|
|
7,628
|
|
||
Net deferred tax assets
|
|
$
|
46,591
|
|
|
$
|
73,143
|
|
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
|
||||
Property and equipment
|
|
$
|
(47,946
|
)
|
|
$
|
(62,948
|
)
|
Intangible assets and other
|
|
(4,168
|
)
|
|
(5,039
|
)
|
||
Other
|
|
(1,867
|
)
|
|
(2,655
|
)
|
||
Deferred tax liabilities
|
|
$
|
(53,981
|
)
|
|
$
|
(70,642
|
)
|
|
|
|
|
|
||||
Total deferred tax assets (liabilities), net
|
|
$
|
(7,390
|
)
|
|
$
|
2,501
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(thousands)
|
||||||||||
Balance as of January 1
|
|
$
|
2,224
|
|
|
$
|
878
|
|
|
$
|
309
|
|
Increases related to prior years' tax positions
|
|
1
|
|
|
1,657
|
|
|
431
|
|
|||
Increases related to current year tax positions
|
|
51
|
|
|
104
|
|
|
145
|
|
|||
Decreases related to prior years' tax positions
|
|
(12
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Lapse of statute of limitations
|
|
(181
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements
|
|
—
|
|
|
(415
|
)
|
|
—
|
|
|||
Balance as of December 31
|
|
$
|
2,083
|
|
|
$
|
2,224
|
|
|
$
|
878
|
|
4.
|
Net Income Per Common Share
|
|
Year Ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(thousands, except per-share data)
|
||||||||||
Net income
|
$
|
82,957
|
|
|
$
|
38,254
|
|
|
$
|
52,182
|
|
Weighted average common shares outstanding during the period (for basic calculation)
|
38,623
|
|
|
38,761
|
|
|
39,239
|
|
|||
Dilutive effect of other potential common shares
|
451
|
|
|
164
|
|
|
116
|
|
|||
Weighted average common shares and potential common shares (for diluted calculation)
|
39,074
|
|
|
38,925
|
|
|
39,355
|
|
|||
|
|
|
|
|
|
||||||
Net income per common share - Basic
|
$
|
2.15
|
|
|
$
|
0.99
|
|
|
$
|
1.33
|
|
Net income per common share - Diluted
|
$
|
2.12
|
|
|
$
|
0.98
|
|
|
$
|
1.33
|
|
|
|
Pro Forma
|
||||||
|
|
Year Ended December 31
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(unaudited, thousands, except per-share data)
|
||||||
Sales
|
|
$
|
3,938,409
|
|
|
$
|
3,726,477
|
|
Net income (a)
|
|
$
|
41,400
|
|
|
$
|
54,425
|
|
Net income per common share - Basic
|
|
$
|
1.07
|
|
|
$
|
1.39
|
|
Net income per common share - Diluted
|
|
$
|
1.06
|
|
|
$
|
1.38
|
|
(a)
|
The pro forma financial information for the years ended December 31, 2016 and 2015, was adjusted to exclude
$3.6 million
and
$1.6 million
, respectively, of pre-tax acquisition-related costs for legal, accounting, and other advisory-related services.
|
6.
|
Goodwill and Intangible Assets
|
|
|
Building
Materials Distribution |
|
Wood
Products
|
|
Total
|
||||||
|
|
(thousands)
|
||||||||||
Balance at December 31, 2017 and 2016
|
|
$
|
5,593
|
|
|
$
|
49,840
|
|
|
$
|
55,433
|
|
|
|
December 31, 2017
|
||||||||||
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
|
|
(thousands)
|
||||||||||
Trade names and trademarks
|
|
$
|
8,900
|
|
|
$
|
—
|
|
|
$
|
8,900
|
|
Customer relationships
|
|
7,650
|
|
|
(1,484
|
)
|
|
6,166
|
|
|||
|
|
$
|
16,550
|
|
|
$
|
(1,484
|
)
|
|
$
|
15,066
|
|
|
|
December 31, 2016
|
||||||||||
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
|
|
(thousands)
|
||||||||||
Trade names and trademarks
|
|
$
|
8,900
|
|
|
$
|
—
|
|
|
$
|
8,900
|
|
Customer relationships
|
|
7,400
|
|
|
(753
|
)
|
|
6,647
|
|
|||
|
|
$
|
16,300
|
|
|
$
|
(753
|
)
|
|
$
|
15,547
|
|
7.
|
Debt
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
|
|
(thousands)
|
||||||
Asset-based revolving credit facility
|
|
$
|
—
|
|
|
$
|
—
|
|
Asset-based credit facility term loan due 2022
|
|
50,000
|
|
|
50,000
|
|
||
Term loan due 2026
|
|
45,000
|
|
|
45,000
|
|
||
5.625% senior notes due 2024
|
|
350,000
|
|
|
350,000
|
|
||
Deferred financing costs
|
|
(6,688
|
)
|
|
(7,371
|
)
|
||
Long-term debt
|
|
$
|
438,312
|
|
|
$
|
437,629
|
|
2018
|
|
$
|
—
|
|
2019
|
|
—
|
|
|
2020
|
|
—
|
|
|
2021
|
|
—
|
|
|
2022
|
|
50,000
|
|
|
Thereafter
|
|
395,000
|
|
2018
|
|
$
|
15,137
|
|
2019
|
|
14,538
|
|
|
2020
|
|
14,185
|
|
|
2021
|
|
12,635
|
|
|
2022
|
|
11,129
|
|
|
Thereafter
|
|
58,658
|
|
|
Total
|
|
$
|
126,282
|
|
•
|
Benefits for salaried employees were frozen so that no future benefits have accrued since December 31, 2009.
|
•
|
From 2011 through 2015, 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). As a result, only certain hourly employees continue to accrue benefits after the effective dates of these amendments.
|
•
|
On March 9, 2015 and May 15, 2015, we made discretionary contributions to our qualified defined benefit pension plan (Pension Plan) of
$10.0 million
and
$40.0 million
, respectively. Due to the significant voluntary contributions made (not anticipated in our year end measurement), we elected to remeasure our Pension Plan on May 15, 2015. See "Assumptions" below for the impact on our discount rate and expected return on plan asset assumptions.
|
•
|
During the third quarter 2016, we offered a program whereby certain terminated vested participants and active employees of the Boise Cascade Company Pension Plan could elect to take a one-time voluntary lump-sum payment equal to the present value of future benefits. Active employees were required to retire on or before November 1, 2016 to receive their lump-sum benefits. This program closed on September 30, 2016 with participants electing lump-sum payments totaling approximately
$21 million
. Plan participants who elected to participate in the program received their lump-sum benefits on November 1, 2016. We remeasured the Pension Plan on November 1, 2016 and recorded settlement expense of
$3.9 million
in fourth quarter 2016. See "Assumptions" below for the impact on our discount rate and expected return on plan asset assumptions.
|
|
|
December 31
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(thousands)
|
||||||
Change in benefit obligation
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
460,192
|
|
|
$
|
484,079
|
|
Service cost
|
|
1,204
|
|
|
1,127
|
|
||
Interest cost
|
|
17,542
|
|
|
18,798
|
|
||
Actuarial loss
|
|
26,112
|
|
|
154
|
|
||
Benefits paid (a)
|
|
(21,525
|
)
|
|
(43,966
|
)
|
||
Benefit obligation at end of year
|
|
483,525
|
|
|
460,192
|
|
||
|
|
|
|
|
||||
Change in plan assets
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
389,440
|
|
|
399,462
|
|
||
Actual return on plan assets
|
|
52,147
|
|
|
30,100
|
|
||
Employer contributions
|
|
2,193
|
|
|
3,844
|
|
||
Benefits paid (a)
|
|
(21,525
|
)
|
|
(43,966
|
)
|
||
Fair value of plan assets at end of year
|
|
422,255
|
|
|
389,440
|
|
||
|
|
|
|
|
||||
Underfunded status
|
|
$
|
(61,270
|
)
|
|
$
|
(70,752
|
)
|
|
|
|
|
|
||||
Amounts recognized on our Consolidated Balance Sheets
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(715
|
)
|
|
$
|
(804
|
)
|
Noncurrent liabilities
|
|
(60,555
|
)
|
|
(69,948
|
)
|
||
Net liability
|
|
$
|
(61,270
|
)
|
|
$
|
(70,752
|
)
|
|
|
|
|
|
||||
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
||||
Net actuarial loss
|
|
$
|
50,787
|
|
|
$
|
59,540
|
|
Prior service cost
|
|
—
|
|
|
—
|
|
||
Net loss recognized
|
|
$
|
50,787
|
|
|
$
|
59,540
|
|
(a)
|
Benefits paid during the year ended December 31, 2016 include approximately
$21 million
of lump-sum cash payments to certain terminated vested participants in settlement of pension obligations.
|
|
Year Ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(thousands)
|
||||||||||
Net periodic benefit cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
1,204
|
|
|
$
|
1,127
|
|
|
$
|
739
|
|
Interest cost
|
17,542
|
|
|
18,798
|
|
|
19,067
|
|
|||
Expected return on plan assets
|
(18,968
|
)
|
|
(20,324
|
)
|
|
(22,366
|
)
|
|||
Amortization of actuarial loss
|
1,686
|
|
|
2,484
|
|
|
4,884
|
|
|||
Plan settlement expense (a)
|
—
|
|
|
4,155
|
|
|
501
|
|
|||
Net periodic benefit cost
|
1,464
|
|
|
6,240
|
|
|
2,825
|
|
|||
|
|
|
|
|
|
||||||
Changes in plan assets and benefit obligations recognized in other comprehensive income
|
|
|
|
|
|
||||||
Net actuarial gain
|
(7,067
|
)
|
|
(9,622
|
)
|
|
(8,406
|
)
|
|||
Amortization of actuarial loss
|
(1,686
|
)
|
|
(2,484
|
)
|
|
(4,884
|
)
|
|||
Effect of settlements
|
—
|
|
|
(4,155
|
)
|
|
(501
|
)
|
|||
Total recognized in other comprehensive income
|
(8,753
|
)
|
|
(16,261
|
)
|
|
(13,791
|
)
|
|||
Total recognized in net periodic cost and other comprehensive income
|
$
|
(7,289
|
)
|
|
$
|
(10,021
|
)
|
|
$
|
(10,966
|
)
|
(a)
|
Plan settlement expense during the year ended December 31, 2016 includes a
$3.9 million
settlement charge related to lump-sum cash payments to certain terminated vested participants in settlement of pension obligations.
|
|
December 31
|
||||
|
2017
|
|
2016
|
||
Weighted average assumptions
|
|
|
|
||
Discount rate
|
3.40
|
%
|
|
3.90
|
%
|
Rate of compensation increases (c)
|
—
|
%
|
|
—
|
%
|
|
|
December 31
|
|||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
Weighted average assumptions
|
|
|
|
|
|
|
|
|
|
|
|||||
Discount rate (a)(b)
|
|
3.90
|
%
|
|
4.05
|
%
|
/
|
3.45
|
%
|
|
3.75
|
%
|
/
|
3.90
|
%
|
Expected long-term rate of return on plan assets (a)(b)
|
|
5.00
|
%
|
|
5.10
|
%
|
/
|
5.10
|
%
|
|
6.15
|
%
|
/
|
5.85
|
%
|
Rate of compensation increases (c)
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
(a)
|
Prior to the remeasurement of our qualified defined benefit pension plan on November 1, 2016, the discount rate and expected rate of return on plan assets were
4.05%
and
5.10%
. The discount rate and expected rate of return on plan assets after the November 1, 2016 remeasurement were
3.45%
and
5.10%
, respectively.
|
(b)
|
Prior to the remeasurement of our qualified defined benefit pension plan on May 15, 2015, the discount rate and expected rate of return on plan assets were
3.75%
and
6.15%
. The discount rate and expected rate of return on plan assets after the May 15, 2015 remeasurement were
3.90%
and
5.85%
, respectively.
|
(c)
|
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 a minimal amount of hourly employees who continue to accrue benefits.
|
|
|
December 31, 2017
|
||||||||||||||
|
|
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)
|
|
$
|
—
|
|
|
$
|
93,021
|
|
|
$
|
—
|
|
|
$
|
93,021
|
|
Small- and mid-cap U.S. equity securities (c)
|
|
—
|
|
|
17,187
|
|
|
—
|
|
|
17,187
|
|
||||
International equity securities (d)
|
|
—
|
|
|
59,937
|
|
|
—
|
|
|
59,937
|
|
||||
Fixed-income securities (e)
|
|
—
|
|
|
197,866
|
|
|
—
|
|
|
197,866
|
|
||||
Total investments at fair value
|
|
$
|
—
|
|
|
$
|
368,011
|
|
|
$
|
—
|
|
|
368,011
|
|
|
Hedge fund measured at NAV (f)
|
|
|
|
|
|
|
|
27,021
|
|
|||||||
Real estate fund measured at NAV (g)
|
|
|
|
|
|
|
|
25,894
|
|
|||||||
Receivables and accrued expenses, net
|
|
|
|
|
|
|
|
1,329
|
|
|||||||
Fair value of plan assets
|
|
|
|
|
|
|
|
$
|
422,255
|
|
|
|
December 31, 2016
|
||||||||||||||
|
|
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)
|
|
$
|
—
|
|
|
$
|
88,686
|
|
|
$
|
—
|
|
|
$
|
88,686
|
|
Small- and mid-cap U.S. equity securities (c)
|
|
—
|
|
|
16,021
|
|
|
—
|
|
|
16,021
|
|
||||
International equity securities (d)
|
|
—
|
|
|
59,675
|
|
|
—
|
|
|
59,675
|
|
||||
Fixed-income securities (e)
|
|
—
|
|
|
173,679
|
|
|
—
|
|
|
173,679
|
|
||||
Total investments at fair value
|
|
$
|
—
|
|
|
$
|
338,061
|
|
|
$
|
—
|
|
|
338,061
|
|
|
Hedge fund measured at NAV (f)
|
|
|
|
|
|
|
|
25,823
|
|
|||||||
Real estate fund measured at NAV (g)
|
|
|
|
|
|
|
|
24,263
|
|
|||||||
Receivables and accrued expenses, net
|
|
|
|
|
|
|
|
1,293
|
|
|||||||
Fair value of plan assets
|
|
|
|
|
|
|
|
$
|
389,440
|
|
(a)
|
Equity and fixed-income securities represent common collective trusts managed and valued by Russell Trust Company, the administrator of the funds. While the underlying assets are actively traded on an exchange, the funds are not. The investments in equity and fixed-income securities are considered to have a readily determinable fair value because the fair value per share (unit) is determined and published and is the basis for current transactions. We have the ability to redeem these equity and fixed-income securities with a
one
-day notice.
|
(b)
|
Invested in the Russell Large Cap U.S. Equity Fund at
December 31, 2017
and
2016
. 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, 2017
and
2016
, 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, 2017
and
2016
, 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, 2017
and
2016
, 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.
|
(e)
|
Invested in the Russell Long Duration Fixed Income Fund at
December 31, 2017
and
2016
, 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. In addition, at
December 31, 2017
and
2016
, our investments in this category included the Russell Multi-Manager Bond Fund. 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.
|
(f)
|
Invested in the AQR Delta Offshore Fund. 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 net asset value (NAV) of the investment as a practical expedient for fair value. We have the ability to redeem these investments at NAV within the near term. The fund is classified outside the fair value hierarchy tables because fair value is measured using the NAV per share practical expedient.
|
(g)
|
Invested in the Russell Real Estate Equity Fund. The fund seeks to obtain favorable total return through income and growth, and to outperform the NCREIF Open-End Diversified Core Equity Fund Index - Equal Weight. Real estate investments include those in limited partnerships, limited liability companies, and real estate investment trusts consisting of private real estate investments including office, apartment, retail, industrial, and other commercial properties. The fair value of the real estate fund is estimated using NAV of the investment as a practical expedient for fair value. 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. The fund is classified outside the fair value hierarchy tables because fair value is measured using the NAV per share practical expedient. In November 2017, the RFIC provided notice to Russell to liquidate our position in the real estate fund and expects to transition the available proceeds to fixed-income securities early in second quarter 2018.
|
2018
|
|
$
|
22,702
|
|
2019
|
|
23,768
|
|
|
2020
|
|
24,501
|
|
|
2021
|
|
25,272
|
|
|
2022
|
|
25,885
|
|
|
Years 2023-2027
|
|
134,600
|
|
|
|
PSUs
|
|
RSUs
|
|||||||||||
|
|
Number of shares
|
|
Weighted Average Grant-Date Fair Value
|
|
Number of shares
|
|
Weighted Average Grant-Date Fair Value
|
|||||||
Outstanding, December 31, 2016
|
|
448,500
|
|
|
$
|
18.16
|
|
|
387,287
|
|
|
$
|
19.73
|
|
|
Granted
|
|
178,021
|
|
|
27.05
|
|
|
214,035
|
|
|
27.10
|
|
|||
Performance condition adjustment (a)
|
|
5,175
|
|
|
16.56
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
|
(118,138
|
)
|
|
20.44
|
|
|
(182,489
|
)
|
|
20.79
|
|
|||
Forfeited (b)
|
|
(26,398
|
)
|
|
19.63
|
|
|
(15,581
|
)
|
|
22.41
|
|
|||
Outstanding, December 31, 2017
|
|
487,160
|
|
|
$
|
20.76
|
|
|
$
|
403,252
|
|
|
$
|
23.06
|
|
(a)
|
Amount represents additional PSU's earned during the year ended December 31, 2017, based on the performance condition adjustment, as other employees earned
104%
of the target based Boise Cascade's 2016 EBITDA.
|
(b)
|
Total PSUs forfeited during the year ended December 31, 2017, includes
8,457
shares related to the performance condition adjustment, as officers earned
97%
of the target based on Boise Cascade’s 2016 ROIC.
|
|
Year Ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(thousands)
|
||||||||||
PSUs
|
$
|
4,923
|
|
|
$
|
4,114
|
|
|
$
|
2,295
|
|
RSUs
|
4,807
|
|
|
3,982
|
|
|
2,995
|
|
|||
Stock options
|
—
|
|
|
81
|
|
|
535
|
|
|||
Total
|
$
|
9,730
|
|
|
$
|
8,177
|
|
|
$
|
5,825
|
|
|
|
Changes in Accumulated Other Comprehensive Loss
|
||||||||||
|
|
Year Ended December 31
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(thousands)
|
||||||||||
Beginning Balance, net of taxes
|
|
$
|
(83,012
|
)
|
|
$
|
(93,015
|
)
|
|
$
|
(101,498
|
)
|
Net actuarial gain, current-period changes, before taxes
|
|
7,067
|
|
|
9,622
|
|
|
8,406
|
|
|||
Amortization of actuarial loss, amounts reclassified from accumulated other comprehensive loss, before taxes (a)
|
|
1,686
|
|
|
2,484
|
|
|
4,884
|
|
|||
Effect of settlements, amounts reclassified from accumulated other comprehensive loss, before taxes (a)
|
|
—
|
|
|
4,155
|
|
|
501
|
|
|||
Income taxes
|
|
(2,443
|
)
|
|
(6,258
|
)
|
|
(5,308
|
)
|
|||
Ending Balance, net of taxes
|
|
$
|
(76,702
|
)
|
|
$
|
(83,012
|
)
|
|
$
|
(93,015
|
)
|
(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 9, Retirement and Benefit Plans.
|
|
|
Year Ended December 31
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(millions)
|
||||||||||
Wood Products
|
|
|
|
|
|
|
||||||
Engineered wood products
|
|
$
|
102.7
|
|
|
$
|
154.4
|
|
|
$
|
127.2
|
|
Plywood and veneer
|
|
324.4
|
|
|
316.8
|
|
|
385.5
|
|
|||
Lumber
|
|
87.6
|
|
|
87.2
|
|
|
96.5
|
|
|||
Byproducts
|
|
53.2
|
|
|
56.0
|
|
|
62.0
|
|
|||
Particleboard
|
|
46.0
|
|
|
49.3
|
|
|
51.6
|
|
|||
Other
|
|
44.4
|
|
|
19.9
|
|
|
19.5
|
|
|||
|
|
658.3
|
|
|
683.6
|
|
|
742.3
|
|
|||
|
|
|
|
|
|
|
||||||
Building Materials Distribution
|
|
|
|
|
|
|
||||||
Commodity
|
|
1,808.2
|
|
|
1,503.0
|
|
|
1,343.4
|
|
|||
General line
|
|
1,269.5
|
|
|
1,141.9
|
|
|
1,037.8
|
|
|||
Engineered wood products
|
|
696.0
|
|
|
582.3
|
|
|
509.9
|
|
|||
|
|
3,773.7
|
|
|
3,227.2
|
|
|
2,891.1
|
|
|||
|
|
$
|
4,432.0
|
|
|
$
|
3,910.8
|
|
|
$
|
3,633.4
|
|
|
Year Ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(thousands)
|
||||||||||
Net sales by segment
|
|
|
|
|
|
||||||
Wood Products
|
$
|
1,373,760
|
|
|
$
|
1,280,415
|
|
|
$
|
1,282,113
|
|
Building Materials Distribution
|
3,773,810
|
|
|
3,227,207
|
|
|
2,891,302
|
|
|||
Intersegment eliminations and other (a)
|
(715,579
|
)
|
|
(596,407
|
)
|
|
(540,000
|
)
|
|||
Total net sales
|
$
|
4,431,991
|
|
|
$
|
3,911,215
|
|
|
$
|
3,633,415
|
|
|
|
|
|
|
|
||||||
Segment operating income
|
|
|
|
|
|
||||||
Wood Products
|
$
|
53,629
|
|
|
$
|
25,929
|
|
|
$
|
64,221
|
|
Building Materials Distribution
|
116,760
|
|
|
84,359
|
|
|
60,751
|
|
|||
Total segment operating income
|
170,389
|
|
|
110,288
|
|
|
124,972
|
|
|||
Unallocated corporate costs
|
(29,236
|
)
|
|
(30,710
|
)
|
|
(21,783
|
)
|
|||
Income from operations
|
$
|
141,153
|
|
|
$
|
79,578
|
|
|
$
|
103,189
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
Wood Products
|
$
|
63,115
|
|
|
$
|
57,521
|
|
|
$
|
43,272
|
|
Building Materials Distribution
|
15,504
|
|
|
13,762
|
|
|
11,937
|
|
|||
Corporate
|
1,760
|
|
|
1,564
|
|
|
369
|
|
|||
Total depreciation and amortization
|
$
|
80,379
|
|
|
$
|
72,847
|
|
|
$
|
55,578
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
Wood Products (b)
|
$
|
54,600
|
|
|
$
|
282,403
|
|
|
$
|
68,757
|
|
Building Materials Distribution
|
19,301
|
|
|
15,846
|
|
|
14,509
|
|
|||
Corporate
|
1,549
|
|
|
1,234
|
|
|
4,260
|
|
|||
Total capital expenditures
|
$
|
75,450
|
|
|
$
|
299,483
|
|
|
$
|
87,526
|
|
(a)
|
Primarily represents intersegment sales from our Wood Products segment to our Building Materials Distribution segment.
|
(b)
|
Capital spending in 2016 for Wood Products includes
$215.9 million
for the acquisition of
two
EWP facilities.
|
|
December 31
|
||||||
|
2017
|
|
2016
|
||||
|
(thousands)
|
||||||
Assets
|
|
|
|
||||
Wood Products
|
$
|
783,533
|
|
|
$
|
781,672
|
|
Building Materials Distribution
|
635,208
|
|
|
548,114
|
|
||
Corporate
|
188,452
|
|
|
109,411
|
|
||
Total assets
|
$
|
1,607,193
|
|
|
$
|
1,439,197
|
|
|
|
2017
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter (a)
|
||||||||
|
|
(millions, except per-share amounts)
|
||||||||||||||
Net sales
|
|
$
|
974.4
|
|
|
$
|
1,138.9
|
|
|
$
|
1,226.6
|
|
|
$
|
1,092.0
|
|
Income from operations
|
|
$
|
21.1
|
|
|
$
|
42.4
|
|
|
$
|
56.0
|
|
|
$
|
21.6
|
|
Net income
|
|
$
|
10.0
|
|
|
$
|
22.2
|
|
|
$
|
31.7
|
|
|
$
|
19.1
|
|
Net income per common share – Basic
|
|
$
|
0.26
|
|
|
$
|
0.57
|
|
|
$
|
0.82
|
|
|
$
|
0.49
|
|
Net income per common share – Diluted
|
|
$
|
0.26
|
|
|
$
|
0.57
|
|
|
$
|
0.81
|
|
|
$
|
0.49
|
|
|
|
2016
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter (b)
|
|
Fourth Quarter (c)
|
||||||||
|
|
(millions, except per-share amounts)
|
||||||||||||||
Net sales
|
|
$
|
880.7
|
|
|
$
|
1,043.8
|
|
|
$
|
1,067.2
|
|
|
$
|
919.5
|
|
Income (loss) from operations
|
|
$
|
13.4
|
|
|
$
|
37.9
|
|
|
$
|
31.3
|
|
|
$
|
(3.0
|
)
|
Net income
|
|
$
|
5.0
|
|
|
$
|
19.2
|
|
|
$
|
10.0
|
|
|
$
|
4.1
|
|
Net income per common share – Basic
|
|
$
|
0.13
|
|
|
$
|
0.50
|
|
|
$
|
0.26
|
|
|
$
|
0.11
|
|
Net income per common share – Diluted
|
|
$
|
0.13
|
|
|
$
|
0.49
|
|
|
$
|
0.26
|
|
|
$
|
0.11
|
|
(a)
|
Fourth quarter 2017 results include an
$8.1 million
, or
$0.21
per share, income tax benefit associated with the effects of the Tax Cuts and Jobs Act discussed further in Note 3, Income Taxes.
|
(b)
|
Third quarter 2016 results include a
$5.9 million
, or
$0.15
per share, after-tax loss on the extinguishment of debt, as we refinanced our senior notes. For more information, see Note 7, Debt.
|
(c)
|
The following items impacted fourth quarter 2016 results:
|
•
|
$8.5 million
, or
$0.22
per share, income tax benefit primarily associated with the reversal of a valuation allowance on foreign deferred tax assets, net of other tax adjustments. For more information, see Note 3, Income Taxes.
|
•
|
$3.0 million
,
$0.08
per share, after-tax loss on the extinguishment of debt, as we refinanced our senior notes. For more information, see Note 7, Debt.
|
•
|
$2.4 million
, or
$0.06
per share, after-tax settlement expense associated with voluntary lump-sum payments to pension plan participants. For more information, see Note 9, Retirement and Benefit Plans.
|
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 for the years ended
December 31, 2017
,
2016
, and
2015
.
|
-
|
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2017
,
2016
, and
2015
.
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
Filed or Furnished Herewith
|
|||
Form
|
File Number
|
Exhibit Number
|
Filing
Date
|
|||
|
|
|
|
|
|
|
8-K/A
|
001-35805
|
2.1
|
7/22/2013
|
|
||
|
|
|
|
|
|
|
10-K
|
001-35805
|
2.5
|
2/24/2017
|
|
||
|
|
|
|
|
|
|
8-K
|
001-35805
|
2.2
|
4/1/2016
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
3.1
|
7/28/2016
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
3.2
|
7/28/2016
|
|
||
|
|
|
|
|
|
|
S-1/A Amend. No. 3
|
333-184964
|
4.3
|
1/23/2013
|
|
||
|
|
|
|
|
|
|
8-K**
|
333-122770**
|
4.1**
|
10/23/2012**
|
|
||
|
|
|
|
|
|
|
8-K
|
001-35805
|
4.1
|
10/2/2013
|
|
||
|
|
|
|
|
|
|
8-K
|
001-35805
|
4.4
|
8/29/2016
|
|
||
|
|
|
|
|
|
|
8-K
|
001-35805
|
4.1
|
8/29/2016
|
|
||
|
|
|
|
|
|
|
8-K
|
001-35805
|
4.2
|
8/29/2016
|
|
||
|
|
|
|
|
|
|
8-K
|
001-35805
|
4.3
|
8/29/2016
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.1
|
7/29/2015
|
|
||
|
|
|
|
|
|
|
8-K
|
001-35805
|
10.1
|
8/12/2015
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.1
|
5/3/2016
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.2
|
7/28/2016
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.3
|
7/28/2016
|
|
||
|
|
|
|
|
|
|
8-K
|
001-35805
|
10.2
|
12/8/2016
|
|
||
|
|
|
|
|
|
|
8-K
|
001-35805
|
10.1
|
8/11/2017
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.1
|
10/26/2016
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.2
|
5/3/2016
|
|
||
|
|
|
|
|
|
|
8-K
|
001-35805
|
10.1
|
12/8/2016
|
|
||
|
|
|
|
|
|
|
8-K**
|
333-122770**
|
99.1**
|
11/2/2007**
|
|
||
|
|
|
|
|
|
|
S-4
|
333-191191
|
10.17
|
9/16/2013
|
|
||
|
|
|
|
|
|
|
S-4
|
333-191191
|
10.18
|
9/16/2013
|
|
||
|
|
|
|
|
|
|
S-4
|
333-191191
|
10.19
|
9/16/2013
|
|
||
|
|
|
|
|
|
|
8-K**
|
333-122770**
|
99.4**
|
12/18/2007**
|
|
||
|
|
|
|
|
|
|
S-4
|
333-191191
|
10.21
|
9/16/2013
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.2
|
11/14/2013
|
|
||
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.1
|
11/14/2013
|
|
||
|
|
|
|
|
|
|
8-K
|
001-35805
|
10.4
|
2/13/2013
|
|
||
|
|
|
|
|
|
|
8-K
|
001-35805
|
10.5
|
2/13/2013
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.3
|
5/3/2016
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.4
|
5/3/2016
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.5
|
5/3/2016
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.1
|
7/28/2016
|
|
||
|
|
|
|
|
|
|
8-K
|
001-35805
|
10.1
|
8/30/2016
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.1
|
8/3/2017
|
|
||
|
|
|
|
|
|
|
10-Q
|
001-35805
|
10.2
|
8/3/2017
|
|
||
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
*
|
Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.
|
**
|
Refers to filings of Boise Cascade Holdings, L.L.C.
|
+
|
Indicates exhibits that constitute management contracts or compensatory plans or arrangements.
|
|
|
BOISE CASCADE COMPANY
|
|
|
|
|
|
|
|
|
/s/ Thomas K. Corrick
|
|
|
Thomas K. Corrick
|
|
|
Chief Executive Officer
|
|
Signature
|
|
Capacity
|
|
|
|
|
|
|
|
Principal Executive Officer:
|
|
|
|
|
|
|
|
|
|
/s/ Thomas K. Corrick
|
|
Chief Executive Officer
|
|
|
Thomas K. Corrick
|
|
|
|
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
|
|
|
|
|
/s/ Wayne M. Rancourt
|
|
Executive Vice President, Chief Financial Officer, and Treasurer
|
|
|
Wayne M. Rancourt
|
|
|
|
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
|
|
|
|
|
/s/ Kelly E. Hibbs
|
|
Vice President and Controller
|
|
|
Kelly E. Hibbs
|
|
|
|
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
/s/ Thomas E. Carlile
|
|
/s/ Mack L. Hogans
|
|
|
Thomas E. Carlile, Chairman
|
|
Mack L. Hogans
|
|
|
|
|
|
|
|
/s/ Steven C. Cooper
|
|
/s/ Kristopher J. Matula
|
|
|
Steven C. Cooper
|
|
Kristopher J. Matula
|
|
|
|
|
|
|
|
/s/ Richard H. Fleming
|
|
/s/ Duane C. McDougall
|
|
|
Richard H. Fleming
|
|
Duane C. McDougall
|
|
|
|
|
|
|
|
/s/ Karen E. Gowland
|
|
/s/ Christopher J. McGowan
|
|
|
Karen E. Gowland
|
|
Christopher J. McGowan
|
|
|
|
|
|
|
|
/s/ David H. Hannah
|
|
|
|
|
David H. Hannah
|
|
|
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 |
---|