3 unchanged sentences
Year Ended December 31
+Added: 2020 2019 2018
(thousands, except per-share data)
+Added: Sales $ 5,474,838 $ 4,643,404 $ 4,995,290
Costs and expenses
3 unchanged sentences
General and administrative expenses 78,636 71,072 68,811
−Removed: Loss (gain) on sale and curtailment of facilities
+Added: Loss on sale and curtailment of facilities 1,707 — 38,314
Other (income) expense, net ( 33 ) ( 783 ) ( 1,442 )
+Added: 5,139,809 4,506,945 4,923,252
Income from operations 335,029 136,459 72,038
4 unchanged sentences
Change in fair value of interest rate swaps ( 2,426 ) ( 2,963 ) 551
+Added: Loss on extinguishment of debt ( 13,968 ) — —
+Added: ( 48,718 ) ( 28,228 ) ( 49,936 )
Income before income taxes 286,311 108,231 22,102
Income tax provision ( 111,332 ) ( 27,306 ) ( 1,625 )
+Added: Net income $ 174,979 $ 80,925 $ 20,477
Weighted average common shares outstanding:
+Added: Basic 39,277 39,039 38,932
+Added: Diluted 39,431 39,242 39,387
Net income per common share:
+Added: Basic $ 4.45 $ 2.07 $ 0.53
+Added: Diluted $ 4.44 $ 2.06 $ 0.52
Dividends declared per common share $ 2.00 $ 1.37 $ 1.30
3 unchanged sentences
Year Ended December 31
+Added: 2020 2019 2018
+Added: Net income $ 174,979 $ 80,925 $ 20,477
Other comprehensive income (loss), net of tax
1 unchanged sentence
Actuarial gain (loss), net of tax of $ 1,728 , $( 1,176 ), and $ 3,598 , respectively
+Added: 5,104 ( 3,466 ) 10,580
Amortization of actuarial (gain) loss, net of tax of $ 204 , $( 44 ), and $ 380 , respectively
+Added: 603 ( 131 ) 1,117
Effects of settlements, net of tax of $ 1,581 , $ 341 , and $ 5,902 , respectively
+Added: 4,669 1,001 17,353
+Added: Stranded tax effects of pension plan termination 38,794 — —
Other comprehensive income (loss), net of tax 49,170 ( 2,596 ) 29,050
5 unchanged sentences
Trade, less allowances of $ 1,111 and $ 591
+Added: 375,865 215,894
Related parties 201 568
+Added: Other 15,067 15,184
+Added: Inventories 503,480 497,596
Prepaid expenses and other 8,860 8,285
4 unchanged sentences
Timber deposits 11,761 12,287
+Added: Goodwill 60,382 60,382
Intangible assets, net 16,574 17,797
Deferred income taxes 7,460 7,952
+Added: Other assets 7,260 9,194
+Added: Total assets $ 1,965,718 $ 1,693,351
See accompanying notes to consolidated financial statements.
4 unchanged sentences
Accounts payable
+Added: Trade $ 307,653 $ 222,930
Related parties 1,199 1,624
1 unchanged sentence
Compensation and benefits 118,400 83,943
+Added: Income taxes payable 8,101 —
Interest payable 8,477 6,723
+Added: Other 80,172 69,772
Total current liabilities 524,002 384,992
5 unchanged sentences
Other long-term liabilities 15,303 12,757
+Added: 147,125 166,485
Commitments and contingent liabilities
5 unchanged sentences
Treasury stock, 5,367 shares at cost
+Added: ( 138,909 ) ( 138,909 )
Additional paid-in capital 538,006 533,345
7 unchanged sentences
Year Ended December 31
+Added: 2020 2019 2018
Cash provided by (used for) operations
+Added: Net income $ 174,979 $ 80,925 $ 20,477
Items in net income not using (providing) cash
5 unchanged sentences
Loss on sale and curtailment of facilities (excluding severance) 1,476 — 37,331
+Added: Other 169 ( 353 ) ( 1,688 )
+Added: Loss on extinguishment of debt 13,968 — —
Decrease (increase) in working capital, net of acquisitions
+Added: Receivables ( 159,906 ) 2,160 37,561
+Added: Inventories ( 6,249 ) 40,176 ( 64,190 )
Prepaid expenses and other ( 1,133 ) ( 132 ) ( 500 )
2 unchanged sentences
Income taxes payable 9,022 19,387 ( 4,186 )
+Added: Other 409 ( 1,949 ) 4,373
Net cash provided by operations 294,516 245,647 163,611
8 unchanged sentences
Payments of long-term debt, including revolving credit facility ( 405,774 ) ( 5,500 ) ( 7,500 )
−Removed: Treasury stock purchased
Dividends paid on common stock ( 79,195 ) ( 53,954 ) ( 50,615 )
Tax withholding payments on stock-based awards ( 3,309 ) ( 3,574 ) ( 5,135 )
+Added: Payments of deferred financing costs ( 6,222 ) — —
+Added: Treasury stock purchased — — ( 4,930 )
+Added: Other ( 1,155 ) ( 488 ) 857
Net cash used for financing ( 95,655 ) ( 58,016 ) ( 59,823 )
5 unchanged sentences
Consolidated Statements of Stockholders' Equity
−Removed: Treasury Stock
−Removed: Additional Paid-In Capital
−Removed: Accumulated Other Comprehensive Loss
−Removed: Retained Earnings
+Added: Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total
+Added: Shares Amount Shares Amount
Balance at December 31, 2017 43,748 $ 437 5,167 $ ( 133,979 ) $ 523,550 $ ( 76,702 ) $ 361,243 $ 674,549
+Added: Net income 20,477 20,477
Other comprehensive income 29,050 29,050
Common stock issued 328 4 4
+Added: Treasury stock purchased 200 ( 4,930 ) ( 4,930 )
Stock-based compensation 8,831 8,831
Common stock dividends ($ 1.30 per share)
+Added: ( 51,664 ) ( 51,664 )
Tax withholding payments on stock-based awards ( 5,135 ) ( 5,135 )
Proceeds from exercise of stock options 1,412 1,412
+Added: Other ( 4 ) — ( 4 )
Balance at December 31, 2018 44,076 $ 441 5,367 $ ( 138,909 ) $ 528,654 $ ( 47,652 ) $ 330,056 $ 672,590
−Removed: Other comprehensive income
+Added: Net income 80,925 80,925
+Added: Other comprehensive loss ( 2,596 ) ( 2,596 )
Common stock issued 277 3 3
−Removed: Treasury stock purchased
Stock-based compensation 7,973 7,973
Common stock dividends ($ 1.37 per share)
+Added: ( 54,283 ) ( 54,283 )
Tax withholding payments on stock-based awards ( 3,574 ) ( 3,574 )
Proceeds from exercise of stock options 295 295
+Added: Other ( 3 ) ( 3 )
Balance at December 31, 2019 44,353 $ 444 5,367 $ ( 138,909 ) $ 533,345 $ ( 50,248 ) $ 356,698 $ 701,330
−Removed: Other comprehensive loss
+Added: Net income 174,979 174,979
+Added: Other comprehensive income 49,170 49,170
Common stock issued 215 2 2
1 unchanged sentence
Common stock dividends ($ 2.00 per share)
+Added: ( 79,343 ) ( 79,343 )
Tax withholding payments on stock-based awards ( 3,309 ) ( 3,309 )
Proceeds from exercise of stock options 152 152
+Added: Other ( 2 ) ( 2 )
Balance at December 31, 2020 44,568 $ 446 5,367 $ ( 138,909 ) $ 538,006 $ ( 1,078 ) $ 452,334 $ 850,799
7 unchanged sentences
We operate our business using two reportable segments:
−Removed: (1) Wood Products, which primarily manufactures EWP and plywood, and (2) Building Materials Distribution, which is a wholesale distributor of building materials.
+Added: (1) Wood Products, which primarily manufactures EWP and plywood, and (2) Building Materials Distribution (BMD), which is a wholesale distributor of building materials.
For more information, see Note 17, Segment Information.
33 unchanged sentences
Trade accounts receivable do not bear interest.
−Removed: We make ongoing estimates relating to the collectibility of our accounts receivable and maintain a reserve for estimated losses resulting from the inability of our customers to meet their financial obligations to us.
+Added: We make ongoing estimates relating to the collectability of our accounts receivable and maintain a reserve for estimated losses resulting from the inability of our customers to meet their financial obligations to us.
At December 31, 2020 and 2019, we had $ 1.1 million and $ 0.6 million, respectively, recorded as allowances for doubtful accounts.
2 unchanged sentences
A significant portion of our sales are concentrated with a relatively small number of customers.
−Removed: In 2019 , our top ten customers represented approximately 40 % of sales, with no customer accounting for 10% or more of total sales.
+Added: In 2020, our top ten customers represented approximately 42 % of sales, with one customer accounting for approximately 11 % of total sales.
At December 31, 2020, receivables from two customers accounted for approximately 13 % and 12 % of total receivables.
3 unchanged sentences
Trade accounts receivable balances that remain outstanding after we have used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.
−Removed: Although we have not experienced material credit losses in recent years, our actual future losses from uncollectible accounts may differ materially from our current estimates.
+Added: Although we have not experienced material credit losses in recent years, our actual future losses from uncollectable accounts may differ materially from our current estimates.
As additional information becomes known, we may change our estimates.
11 unchanged sentences
The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature.
−Removed: At December 31, 2019 and 2018 , the book value of our fixed-rate debt for each period was $ 350.0 million , and the fair value was estimated to be $ 364.7 million and $ 328.1 million , respectively.
+Added: At December 31, 2020 and 2019, the book value of our fixed-rate debt was $ 400.0 million and $ 350.0 million, respectively, and the fair value was estimated to be $ 432.0 million and $ 364.7 million, respectively.
The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt.
We estimated the fair value of our fixed-rate debt using quoted market prices of our debt in inactive markets (Level 2 inputs).
−Removed: The interest rate on our term loans is based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate.
−Removed: Because the interest rate on the term loans is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our term loans approximates book value.
+Added: The interest rate on our variable-rate debt is based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate.
+Added: Because the interest rate on the variable-rate debt is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our variable-rate debt approximates book value.
We are exposed to financial risks such as changes in commodity prices, interest rates, and foreign currency exchange rates.
14 unchanged sentences
dollars using an average exchange rate prevailing during the year.
−Removed: Our lease accounting policies are described in Note 11, Leases .
+Added: We primarily lease land, building, and equipment under operating and finance leases.
+Added: We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or upon modification.
+Added: Substantially all of our leases with initial terms greater than one year are for real estate, including distribution centers, corporate headquarters, land, and other office space.
+Added: Substantially all of these lease agreements have fixed payment terms based on the passage of time and are recorded in our Building Materials Distribution segment.
+Added: Many of our leases include fixed escalation clauses, renewal options and/or termination options that are factored into our determination of lease term and lease payments when appropriate.
+Added: Renewal options generally range from one to ten years with fixed payment terms similar to those in the original lease agreements.
+Added: Some lease agreements provide us with the option to purchase the leased property at market value.
+Added: Our lease agreements do not contain any residual value guarantees.
+Added: Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
+Added: ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term.
+Added: The current portion of our operating and finance lease liabilities are recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.
+Added: We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments.
+Added: In determining our incremental borrowing rates, we give consideration to publicly available interest rates for instruments with similar characteristics, including credit rating, term, and collateralization.
+Added: For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably certain of exercising.
+Added: Variable lease expense generally includes reimbursement of actual costs for common area maintenance, property taxes, and insurance on leased real estate and are recorded as incurred.
+Added: Most of our operating lease expense was recorded in "Selling and distribution expenses" in our Consolidated Statements of Operations.
+Added: In addition, we do not separate lease and non-lease components for all of our leases.
+Added: Our short-term leases primarily include equipment rentals with lease terms on a month-to-month basis, which provide for our seasonal needs and flexibility in the use of equipment.
+Added: Our short-term leases also include certain real estate for which either party has the right to cancel upon providing notice of 30 to 90 days.
+Added: We do not recognize ROU assets or lease liabilities for short-term leases.
We account for income taxes under the asset and liability method.
15 unchanged sentences
Inventories included the following (work in process is not material):
+Added: 2020 December 31,
Finished goods and work in process $ 431,663 $ 413,020
+Added: Logs 35,622 45,574
Other raw materials and supplies 36,195 39,002
+Added: $ 503,480 $ 497,596
Property and Equipment
6 unchanged sentences
Property and equipment consisted of the following asset classes with the following general range of estimated useful lives:
+Added: 2020 December 31,
2019 General Range of Estimated Useful Lives in Years
−Removed: Buildings (a)
+Added: Land $ 47,099 $ 39,304
+Added: Buildings 151,718 140,008 20 - 40
+Added: Improvements 64,178 61,187 10 - 15
Mobile equipment, information technology, and office furniture 178,271 165,445 3 - 7
1 unchanged sentence
Construction in progress 40,606 34,846
+Added: 1,169,640 1,107,257
Less accumulated depreciation ( 708,184 ) ( 630,308 )
$ 461,456 $ 476,949
−Removed: As of December 31, 2018, capital lease assets were included in the "Buildings" asset class.
−Removed: For additional information related to leases, see Note 11, Leases .
Long-Lived Asset Impairment
1 unchanged sentence
An impairment of long-lived assets exists when the carrying value is not recoverable through future undiscounted cash flows from operations and when the carrying value of an asset or asset group exceeds its fair value.
−Removed: No triggering event was identified during the year ended December 31, 2019.
+Added: No triggering event was identified during the years ended December 31, 2020 and 2019.
For a description of the impairment losses recorded during the year ended December 31, 2018, see Note 7, Sale of Manufacturing Facilities.
5 unchanged sentences
The qualitative goodwill impairment assessment requires evaluating factors, based on the weight of evidence, to determine whether a reporting unit's carrying value would more likely than not exceed its fair value.
−Removed: As part of our goodwill qualitative testing process for each reporting unit, we evaluate various factors that are specific to the reporting unit as well as industry and macroeconomic factors in order to determine whether it is reasonably likely to have a material impact on the fair value of our reporting units.
−Removed: Based on the qualitative analysis performed in 2019 , we concluded that there were no changes that were reasonably likely to cause the fair value of the reporting units to be less than the reporting units' carrying value and determined that there was no
−Removed: impairment of our goodwill.
+Added: As part of our goodwill qualitative testing process for each reporting unit, we evaluate various factors that are specific to the reporting unit as well as industry and macroeconomic factors in order to determine whether they are reasonably likely to have a material impact on the fair value of our reporting units.
+Added: Based on the qualitative analysis performed in 2020, we concluded that there were no changes that were reasonably likely to cause the fair value of the reporting units to be less than the reporting units' carrying value and determined that there was no impairment of our goodwill.
In the event we were to determine that a reporting unit's carrying value would more likely than not exceed its fair value, quantitative testing would be performed comparing carrying values to estimated fair values.
8 unchanged sentences
At December 31, 2020 and 2019, we had $ 2.3 million and $ 2.2 million, respectively, of asset retirement obligations recorded in "Other long-term liabilities" on our Consolidated Balance Sheets.
−Removed: At December 31, 2019 , these liabilities related primarily to landfill closure costs.
+Added: These liabilities related primarily to landfill closure costs.
The liabilities are based on the best estimate of current costs and are updated periodically to reflect current technology, laws and regulations, inflation, and other economic factors.
10 unchanged sentences
See Note 12, Retirement and Benefit Plans, for additional information related to our pension plan.
−Removed: While we believe that the assumptions used to measure our pension obligations are reasonable, differences in actual experience or changes in assumptions may materially affect our pension obligations and future expense.
Deferred Software Costs
1 unchanged sentence
These costs are amortized using the straight-line method over the expected life of the software, typically three to five years.
−Removed: "Other assets" in the Consolidated Balance Sheets includes $ 4.6 million of deferred software costs at each December 31, 2019 and 2018 .
−Removed: For each of the years ended December 31, 2019 , 2018 , and 2017 , we amortized $ 2.0 million of deferred software costs.
+Added: "Other assets" in the Consolidated Balance Sheets includes $ 4.1 million and $ 4.6 million, respectively, of deferred software costs at December 31, 2020 and 2019.
+Added: During the year ended December 31, 2020, we amortized $ 1.9 million of deferred software costs.
+Added: We amortized $ 2.0 million of deferred software costs for both of the years ended December 31, 2019 and 2018.
Labor Concentration and Unions
2 unchanged sentences
As of December 31, 2020, we had ten collective bargaining agreements.
−Removed: Five agreements, covering approximately 450 employees at our Elgin plywood plant, Kettle Falls plywood plant, and Woodinville BMD facility, are set to expire on May 31, 2020.
−Removed: Another agreement, covering approximately 35 employees at our Vancouver BMD facility, is set to expire on December 31, 2020.
−Removed: During the course of negotiations, if these agreements are not renewed or extended upon their termination, we could experience a material labor disruption, strike, or significantly increased labor costs at one or more of our facilities, which could prevent us from meeting customer demand or reduce our sales and profitability.
+Added: Two agreements covering approximately 740 employees at our Oakdale and Florien plywood plants are set to expire on July 15, 2021.
+Added: If any of these agreements are not renewed or extended upon their termination, we could experience a material labor disruption, strike, or significantly increased labor costs at one or more of our facilities, either in the course of negotiations of a labor agreement or otherwise.
+Added: Labor disruptions or shortages could prevent us from meeting customer demands or result in increased costs, thereby reducing our sales and profitability.
Self-Insurance
6 unchanged sentences
New and Recently Adopted Accounting Standards
−Removed: In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740):
+Added: In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848):
+Added: Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
+Added: The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.
+Added: Our current contracts that reference LIBOR include certain debt instruments and interest rate swaps.
+Added: The amendments are effective for eligible contract modifications subsequent to March 12, 2020, and through December 31, 2022.
+Added: The adoption of this standard did not have a material effect on our financial statements, but we will assess any eligible contract modifications in the future.
+Added: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes , which is intended to reduce complexity in accounting for income taxes.
1 unchanged sentence
The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted.
−Removed: We are currently evaluating the effects of this ASU on our consolidated financial statements.
−Removed: In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):
−Removed: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract .
−Removed: This ASU provides guidance on implementation costs incurred in a cloud computing arrangement (CCA) that is a service contract.
−Removed: The guidance aligns the accounting for such costs with the guidance on capitalizing costs associated with developing or obtaining internal-use software.
−Removed: Specifically, the ASU amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in such a CCA.
−Removed: The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2019.
−Removed: We do not expect this guidance to have a material effect on our consolidated financial statements.
+Added: We adopted this standard in first quarter of 2021 and it did not have a material effect on our financial statements.
In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20):
Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans .
−Removed: This ASU amends ASC 715 to remove disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant related to defined benefit pension and other postretirement plans.
+Added: This ASU amends ASC 715 to remove disclosures that are no longer considered cost beneficial, clarifies the specific requirements of
+Added: disclosures, and adds disclosure requirements identified as relevant related to defined benefit pension and other postretirement plans.
The ASU's changes related to disclosures are part of the FASB's disclosure framework project.
The updated guidance is effective retrospectively for annual reporting periods ending after December 15, 2020, with early adoption permitted.
−Removed: We are currently evaluating the effects of this ASU on our disclosures in the notes to our consolidated financial statements.
−Removed: In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):
−Removed: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement .
−Removed: This ASU amends ASC 820 to remove disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant related to recurring and nonrecurring fair value measurements.
−Removed: The ASU's changes related to disclosures are part of the FASB's disclosure framework project.
−Removed: The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2019.
−Removed: We do not expect this guidance to have a material effect on our disclosures in the notes to our consolidated financial statements.
−Removed: In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) .
−Removed: This ASU sets forth a "current expected credit loss" (CECL) model which requires the measurement of all expected credit losses for financial instruments or other assets (e.g.
−Removed: trade receivables), held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts.
−Removed: This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures.
−Removed: ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and
−Removed: judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity's portfolio.
−Removed: This ASU is effective for annual reporting periods ending after December 15, 2019, using a modified retrospective approach.
−Removed: The adoption of this standard in fourth quarter of 2019 did not have a material effect on our consolidated financial statements.
−Removed: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) .
−Removed: This amendment requires a lessee to recognize a right-of-use (ROU) asset and an associated lease liability on the balance sheet for all leases (whether operating or finance
−Removed: leases) with a term longer than 12 months.
−Removed: For leases defined as finance leases under the new standard, the lessee subsequently recognizes interest expense and amortization of the ROU asset, similar to accounting for capital leases under the previous lease standard.
−Removed: For leases defined as operating leases under the new standard, the lessee subsequently recognizes straight-line lease expense over the life of the lease.
−Removed: We adopted this standard effective January 1, 2019.
−Removed: The new lease standard had a material impact on our consolidated balance sheets, but did not have a material impact on our consolidated statements of operations or cash flows.
−Removed: The most significant impact was the recognition of ROU assets and lease liabilities for operating leases.
−Removed: See Note 11, Leases , for additional information on the impact of this standard on our accounting for leases and additional required qualitative disclosures of our lease policies.
+Added: We adopted this standard in fourth quarter of 2020 and it did not have a material effect on our financial statement disclosures.
There were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements and associated disclosures.
−Removed: Reclassifications
−Removed: Certain amounts in prior year's consolidated financial statements have been reclassified to conform with current year's presentation, none of which were considered material.
−Removed: Adoption of ASC Topic 606, "Revenue from Contracts with Customers"
−Removed: On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018.
−Removed: Results for reporting periods beginning after January 1, 2018, are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.
−Removed: There was no cumulative effect adjustment recorded to opening retained earnings as of January 1, 2018, upon adoption of Topic 606.
−Removed: However, the new revenue standard provided new guidance that resulted in reclassifications between "Sales" and "Materials, labor, and other operating expenses (excluding depreciation)" and "Selling and distribution expenses" for certain byproduct sales and restocking fees previously netted against these costs.
−Removed: The impact of the reclassifications to revenues and expenses for the year ended December 31, 2018 was an increase of $ 26.5 million as a result of applying Topic 606.
Wood Products Segment
1 unchanged sentence
LVL is also used in the manufacture of I-joists, which are assembled by combining a vertical web of oriented strand board (OSB) with top and bottom LVL or solid wood flanges.
−Removed: In addition, we manufacture structural, appearance, and industrial plywood panels.
+Added: In addition, we manufacture structural, appearance, and industrial plywood panels, and ponderosa pine lumber.
Our wood products are used primarily in new residential construction, residential repair-and-remodeling markets, and light commercial construction.
8 unchanged sentences
general line items such as siding, composite decking, doors, metal products, insulation, and roofing;
−Removed: Except for EWP, we purchase most of these building materials from third-party suppliers and market them primarily to retail lumberyards, home improvement centers, and specialty distributors that then sell the products to the final end customers, who are typically
−Removed: professional builders, independent contractors, and homeowners engaged in residential construction projects.
+Added: Except for EWP, we purchase most of these building materials from third-party suppliers and market them primarily to retail lumberyards, home improvement centers, and specialty distributors that then sell the products to the final end customers, who are typically homebuilders, independent contractors, and homeowners engaged in residential construction projects.
Substantially all of Building Materials Distribution's EWP is sourced from our Wood Products segment.
10 unchanged sentences
See "Rebates and Cash Discounts" below.
−Removed: Rebates and Cash Discounts
+Added: Rebates an d Cash Discounts
Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment.
We provide the rebates to increase the sell-through of our products.
−Removed: Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At December 31, 2019 and 2018 , we had $ 49.4 million and $ 52.1 million , respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.
−Removed: We estimate the expected cash discounts based on an analysis of historical experience and record cash discounts as a decrease in "Sales." We adjust our estimate of revenue at the earlier of when the probability of rebates paid and cash discounts provided changes or when the amounts become fixed.
−Removed: There have not been and we believe that there will not be significant changes to our estimates of variable consideration.
+Added: Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At December 31, 2020 and 2019, we had $ 56.3 million and $ 49.4 million, respectively, of rebates payable to our customers
+Added: recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets .
+Added: We also estimate expected cash discounts on trade accounts receivable based on an analysis of historical experience and record cash discounts as a decrease in "Sales." We adjust our estimate of revenue at the earlier of when the probability of rebates paid and cash discounts provided ch anges or when the amounts become fixed.
+Added: There have not been significant changes to our estimates of rebates, although it is reasonably possible that a change in the estimate may occur.
Shipping and Handling
8 unchanged sentences
Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.
−Removed: We expense sales commissions when incurred as they are earned when the product is shipped.
+Added: We expense sales commissions when incurred as they are earned.
These costs are recorded within "Selling and distribution expenses."
3 unchanged sentences
Year Ended December 31
+Added: 2020 2019 2018
+Added: Domestic $ 284,147 $ 105,341 $ 21,704
+Added: Foreign 2,164 2,890 398
Income before income taxes $ 286,311 $ 108,231 $ 22,102
1 unchanged sentence
Year Ended December 31
−Removed: Current income tax provision (benefit)
+Added: 2020 2019 2018
+Added: Current income tax provision
+Added: Federal $ 66,401 $ 13,700 $ 6,459
+Added: State 17,434 4,574 3,126
+Added: Foreign — 7 5
Total current 83,835 18,281 9,590
Deferred income tax provision (benefit)
+Added: Federal 22,321 7,430 ( 5,987 )
+Added: State 4,529 925 ( 2,127 )
+Added: Foreign 647 670 149
Total deferred 27,497 9,025 ( 7,965 )
3 unchanged sentences
Year Ended December 31
+Added: 2020 2019 2018
(thousands, except percentages)
1 unchanged sentence
Statutory U.S.
−Removed: income tax rate (a)
+Added: income tax rate 21.0 % 21.0 % 21.0 %
Statutory tax provision $ 60,125 $ 22,728 $ 4,642
−Removed: Domestic production activities deduction
+Added: State taxes 12,267 4,390 741
+Added: Stranded tax effects of Plan Termination (a) 38,794 — —
Unrecognized tax benefits 87 ( 178 ) ( 181 )
Benefit from enactment of the Tax Act (b) — — ( 3,806 )
+Added: Tax credits ( 712 ) ( 725 ) ( 272 )
Foreign rate differential 65 71 432
2 unchanged sentences
Meals and entertainment 340 738 886
+Added: Other ( 31 ) ( 38 ) 535
+Added: Total $ 111,332 $ 27,306 $ 1,625
Effective income tax rate 38.9 % 25.2 % 7.4 %
______________________________________
−Removed: On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”), was enacted by the U.S.
−Removed: The most significant impact to our financial statements was the reduction of the corporate federal income tax rate from 35 % to 21 % .
−Removed: As of December 31, 2018, we completed our assessment of the effects of the Tax Act on our financial statements.
−Removed: In connection with our analysis of the Tax Act, we recorded discrete tax benefits of $ 3.8 million and $ 8.1 million , respectively, during the years ended December 31, 2018 and 2017.
−Removed: The $ 3.8 million reduction in income tax expense resulted from the remeasurement of deferred income taxes to the new federal statutory rate of 21 % , which mostly relates to a $ 20.0 million discretionary pension contribution made during 2018, for which we received a tax deduction at the 2017 federal income tax rate.
−Removed: The $ 8.1 million reduction in income tax expense resulted from the remeasurement of deferred income taxes to the new federal statutory rate of 21 % .
−Removed: During the year ended December 31, 2019 , refunds received, net of cash taxes paid was $ 1.4 million .
−Removed: During the years ended December 31, 2018 and 2017 , cash paid for taxes, net of refunds received, was $ 14.5 million and $ 36.1 million , respectively.
+Added: (a) In December 2020, we eliminated our qualified defined benefit pension plan (Plan Termination), as discussed in Note 12, Retirement and Benefit Plans.
+Added: Prior to the Plan Termination, "Accumulated other comprehensive loss" on our Consolidated Balance Sheet included the stranded tax effects of our conversion from a limited liability company to a corporation in 2013 and the adoption of the Tax Cuts and Jobs Act (the "Tax Act") in 2017.
+Added: Upon Plan Termination, these stranded tax effects of $ 38.8 million were required to be released into income tax expense under GAAP.
+Added: (b) As of December 31, 2018, we completed our assessment of the effects of the Tax Act on our financial statements.
+Added: In connection with our analysis of the Tax Act, we recorded a discrete tax benefit of $ 3.8 million during the year ended December 31, 2018.
+Added: The $ 3.8 million reduction in income tax expense resulted from the remeasurement of deferred income taxes to the new federal statutory
+Added: rate of 21 %, which mostly related to a $ 20.0 million discretionary pension contribution made during 2018, for which we received a tax deduction at the 2017 federal income tax rate of 35 %.
+Added: During the year ended December 31, 2020, cash paid for taxes, net of refunds received, was $ 75.1 million.
+Added: During the year ended December 31, 2019, income tax refunds received, net of cash taxes paid, was $ 1.4 million.
+Added: During the year ended December 31, 2018, cash paid for taxes, net of refunds received, was $ 14.5 million.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes.
The components of our net deferred tax assets and liabilities at December 31, 2020 and 2019, are summarized as follows:
−Removed: December 31, 2019
−Removed: December 31, 2018
+Added: December 31, 2020 December 31, 2019
Deferred tax assets
1 unchanged sentence
Lease liabilities 25,057 23,241
−Removed: Capital leases
+Added: Inventories 3,711 3,358
Foreign net operating loss carryforward 1,279 1,514
−Removed: Net deferred tax assets
+Added: Other 6,921 6,256
+Added: Deferred tax assets $ 66,226 $ 61,283
Deferred tax liabilities
2 unchanged sentences
Intangible assets and other ( 6,823 ) ( 5,924 )
+Added: Other ( 1,298 ) ( 1,597 )
Deferred tax liabilities $ ( 77,029 ) $ ( 80,025 )
6 unchanged sentences
The following table summarizes the changes related to our gross unrecognized tax benefits excluding interest and penalties:
+Added: 2020 2019 2018
Balance as of January 1 $ 1,685 $ 1,850 $ 2,083
Increases related to prior years' tax positions 97 — 13
−Removed: Increases related to current year tax positions
+Added: Increases related to current years' tax positions 89 53 —
Decreases related to prior years' tax positions — — ( 43 )
2 unchanged sentences
As of December 31, 2020, 2019, and 2018, we had $ 1.8 million, $ 1.7 million, and $ 1.9 million, respectively, of unrecognized tax benefits recorded on our Consolidated Balance Sheets, excluding interest and penalties.
−Removed: Of the total unrecognized tax benefits recorded, $ 1.7 million , $ 1.8 million , and $ 2.0 million (net of the federal benefit for state taxes), respectively, would impact the effective tax rate if recognized.
+Added: unrecognized tax benefits recorded, $ 1.8 million, $ 1.7 million, and $ 1.8 million (net of the federal benefit for state taxes), respectively, would impact the effective tax rate if recognized.
We recognize interest and penalties related to uncertain tax positions as income tax expense in our Consolidated Statements of Operations.
16 unchanged sentences
Year Ended December 31
+Added: 2020 2019 2018
(thousands, except per-share data)
+Added: Net income $ 174,979 $ 80,925 $ 20,477
Weighted average common shares outstanding during the period (for basic calculation) 39,277 39,039 38,932
3 unchanged sentences
Net income per common share - Diluted $ 4.44 $ 2.06 $ 0.52
−Removed: The computation of the dilutive effect of other potential common shares excludes stock awards representing 0.1 million shares in both the years ended December 31, 2019 and 2018 , and no shares of common stock in the year ended December 31, 2017 .
+Added: The computation of the dilutive effect of other potential common shares excludes stock awards representing no shares of common stock in the year ended December 31, 2020, and 0.1 million shares of common stock in both the years ended December 31, 2019 and 2018.
Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.
Curtailment of Manufacturing Facilities
+Added: On February 20, 2020 , we decided to permanently curtail I-joist production at our Roxboro, North Carolina facility by March 31, 2020 .
+Added: As a result of the curtailment, we recorded $ 15.0 million of accelerated depreciation during first quarter 2020 to fully depreciate the curtailed I-joist assets.
+Added: In addition, we recorded $ 1.7 million of various closure-related costs in "Loss on sale and curtailment of facilities" in our Consolidated Statements of Operations.
On November 2, 2018 , we decided to permanently curtail LVL production at our Roxboro, North Carolina facility by December 31, 2018 .
−Removed: After extended efforts to improve the throughput and cost position of LVL production at Roxboro, we concluded that we would be unable to reduce manufacturing costs to an acceptable level.
−Removed: Roxboro will continue to produce I-joists.
As a result of the curtailment, we recorded $ 55.0 million of accelerated depreciation during fourth quarter 2018 to fully depreciate the curtailed LVL production assets.
−Removed: In addition, we recorded $ 2.6 million of construction in progress and spare parts write-offs, as well as $ 0.2 million of severance-related expenses, recorded in "Loss on sale and curtailment of facilities" in our Consolidated Statements of Operations.
−Removed: On February 20, 2020 , we made a decision to permanently curtail I-joist production at our Roxboro, North Carolina facility by March 31, 2020 .
−Removed: Across our industry, I-joist consumption per housing start has trended downward in recent years which we believe is due to decreases in the median home size and an increasing proportion of slab on grade new home
−Removed: construction.
−Removed: Because Roxboro is a higher cost facility and we have additional available I-joist capacity at our Alexandria, Louisiana facility, we plan to permanently curtail Roxboro I-joist production.
−Removed: We do not anticipate any impact on our customers.
−Removed: We expect to record approximately $ 18 million of charges during first quarter 2020, substantially all of which will be to fully depreciate the curtailed I-joist production assets.
+Added: In addition, we recorded $ 2.6 million of construction in progress
+Added: and spare parts write-offs, as well as $ 0.2 million of severance-related expenses, recorded in "Loss on sale and curtailment of facilities" in our Consolidated Statements of Operations.
Sale of Manufacturing Facilities
In December 2018, we committed to sell a hardwood plywood facility located in Moncure, North Carolina, and subsequently entered into a definitive sale agreement in January 2019 (the Moncure Sale).
−Removed: This facility generated net sales and operating loss of approximately $ 5.5 million and $ 1.4 million , respectively, during the year ended December 31, 2019 , net sales and operating loss of approximately $ 32.7 million and $ 7.0 million , respectively, during the year ended December 31, 2018 , and net sales and operating loss of approximately $ 28.2 million and $ 9.8 million , respectively, during the year ended December 31, 2017 .
+Added: This facility generated net sales and operating loss of approximately $ 5.5 million and $ 1.4 million, respectively, during the year ended December 31, 2019, and net sales and operating loss of approximately $ 32.7 million and $ 7.0 million, respectively, during the year ended December 31, 2018.
These results are included in the operating results of our Wood Products segment.
On March 1, 2019, we closed on the Moncure Sale and received proceeds of $ 2.5 million.
−Removed: The disposal group met the criteria to be classified as held for sale in December 2018 and were recorded as assets held for sale in "Prepaid expenses and other" on our Consolidated Balance Sheet as of December 31, 2018.
+Added: The disposal group met the criteria to be classified as held for sale in December 2018.
Upon classification as held for sale, we discontinued depreciation of the long-lived assets, and performed an assessment of impairment to identify and expense any excess of carrying value over fair value less costs to sell.
1 unchanged sentence
On September 10, 2018, we entered into an agreement to sell two lumber mills and a particleboard plant located in Northeast Oregon (the Sale).
−Removed: These facilities generated net sales and operating loss of approximately $ 74.1 million and $ 0.2 million , respectively, for the year ended December 31, 2018 , and net sales and operating income of approximately $ 82.5 million and $ 0.9 million , respectively, for the year ended December 31, 2017 .
+Added: These facilities generated net sales and operating loss of approximately $ 74.1 million and $ 0.2 million, respectively, for the year ended December 31, 2018.
These results are included in the operating results of our Wood Products segment.
3 unchanged sentences
The purchase price of the Acquisition was $ 15.7 million, including a post-closing adjustment of less than $ 0.1 million based upon a working capital target.
−Removed: We funded the Acquisition with cash on hand.
−Removed: The distribution location adds to our existing distribution business and strengthens our nationwide presence.
−Removed: In addition, we believe we will be able to broaden our product and service offerings within this market following the Acquisition.
−Removed: Goodwill represents the excess of the purchase price and related costs over the fair value of the net tangible and intangible assets of businesses acquired.
−Removed: The goodwill and customer relationships recognized from the Acquisition are deductible for U.S.
−Removed: income tax purposes.
−Removed: The useful life for customer relationships is 10 years.
−Removed: All of the goodwill and intangible assets were assigned to the Building Materials Distribution segment.
−Removed: The following table summarizes the final allocations of the purchase price to the assets acquired and liabilities assumed, based on our estimates of the fair value at the acquisition date:
−Removed: Acquisition Date Fair Value
−Removed: Accounts receivable
−Removed: Property and equipment
−Removed: Lease right-of-use assets
−Removed: Intangible assets:
−Removed: Customer relationships
−Removed: Assets acquired
−Removed: Accounts payable
−Removed: Lease liabilities
−Removed: Liabilities assumed
−Removed: Net assets acquired
During the year ended December 31, 2018, our wholly owned subsidiary, Boise Cascade Building Materials Distribution, L.L.C., completed the acquisition of wholesale building material distribution locations in Nashville, Tennessee, Medford, Oregon, and Cincinnati, Ohio (collectively, the 2018 Acquisitions).
3 unchanged sentences
The carrying amount of our goodwill by segment is as follows:
−Removed: Balance at December 31, 2018
−Removed: Balance at December 31, 2019
−Removed: ______________________________________
−Removed: Represents the acquisition of a wholesale building material distribution location.
−Removed: For additional information, see Note 8, Acquisitions .
+Added: Balance at December 31, 2020 and 2019 $ 11,792 $ 48,590 $ 60,382
At December 31, 2020 and 2019, intangible assets represented the values assigned to trade names and trademarks and customer relationships.
5 unchanged sentences
Gross Carrying
+Added: Amount Accumulated
+Added: Amortization Net Carrying
Trade names and trademarks $ 8,900 $ — $ 8,900
Customer relationships 12,450 ( 4,776 ) 7,674
+Added: $ 21,350 $ ( 4,776 ) $ 16,574
December 31, 2019
Gross Carrying
+Added: Amount Accumulated
+Added: Amortization Net Carrying
Trade names and trademarks $ 8,900 $ — $ 8,900
Customer relationships 12,450 ( 3,553 ) 8,897
+Added: $ 21,350 $ ( 3,553 ) $ 17,797
Long-term debt consisted of the following:
−Removed: Asset-based revolving credit facility
+Added: 2020 December 31,
+Added: Asset-based revolving credit facility due 2025 $ — $ —
Asset-based credit facility term loan due 2025 50,000 50,000
1 unchanged sentence
4.875% senior notes due 2030 400,000 —
+Added: 5.625% senior notes due 2024 — 350,000
Deferred financing costs ( 6,208 ) ( 4,456 )
1 unchanged sentence
At December 31, 2020, the maturities for the aggregate amount of long-term debt outstanding were as follows (in thousands):
+Added: Thereafter 400,000
Asset-Based Credit Facility
On May 15, 2015, Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into an Amended and Restated Credit Agreement, as amended, (Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders.
−Removed: The Amended Agreement includes a $ 370 million senior secured asset-based revolving credit facility (Revolving Credit Facility) and a $ 50.0 million term loan (ABL Term Loan) maturing on May 1, 2022.
−Removed: Interest on borrowings under our Revolving Credit Facility and ABL Term Loan are payable monthly.
−Removed: Borrowings under the Amended Agreement are constrained by a borrowing base formula dependent upon
−Removed: levels of eligible receivables and inventory reduced by outstanding borrowings and letters of credit (Availability).
+Added: On March 13, 2020, we entered into the sixth amendment to the Amended Agreement to reduce the maximum amount available for revolving loans from $ 370 million to $ 350 million (Revolving Credit Facility) and to extend the maturity date of the Credit Agreement from May 1, 2022, to March 13, 2025.
+Added: The term loan within the Amended Agreement remains at $ 50.0 million (ABL Term Loan).
+Added: borrowings under our Revolving Credit Facility and ABL Term Loan are payable monthly.
+Added: Borrowings under the Amended Agreement are constrained by a borrowing base formula dependent upon levels of eligible receivables and inventory reduced by outstanding borrowings and letters of credit (Availability).
The Amended Agreement is secured by a first-priority security interest in substantially all of our assets, except for property and equipment.
9 unchanged sentences
In addition, we are required to pay an unused commitment fee at a rate of 0.25 % per annum of the average unused portion of the lending commitments.
−Removed: At both December 31, 2019 and 2018 , we had no borrowings outstanding under the Revolving Credit Facility and $ 4.6 million of letters of credit outstanding.
+Added: At both December 31, 2020 and 2019, we had no borrowings outstanding under the Revolving Credit Facility and $ 4.8 million and $ 4.6 million, respectively, of letters of credit outstanding.
These letters of credit and borrowings, if any, reduce Availability under the Revolving Credit Facility by an equivalent amount.
−Removed: During the year ended December 31, 2019 , the maximum borrowings under the Revolving Credit Facility was $ 5.5 million and the average interest rate on borrowings was approximately 3.69 % .
ABL Term Loan
10 unchanged sentences
On March 30, 2016 (Closing Date), Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and the guarantors party thereto, entered into a term loan agreement, as amended, (Term Loan Agreement) with American AgCredit, PCA, as administrative agent and sole lead arranger, and other banks in the Farm Credit system named therein as lenders.
−Removed: The Term Loan Agreement was for a $ 75.0 million secured term loan (Term Loan).
−Removed: The outstanding principal balance of the Term Loan amortizes and is
−Removed: payable in equal installments of $ 10 million per year on each of the sixth, seventh, eighth, and ninth anniversaries of the Closing Date, with the remaining principal balance due and payable on March 30, 2026.
−Removed: Interest on our Term Loan is payable monthly.
−Removed: In December 2016, we prepaid $ 30 million of the Term Loan, which became available to reborrow.
−Removed: In November 2018, we terminated the ability to reborrow this prepaid Term Loan.
−Removed: This prepayment of $ 30 million satisfied our principal obligations due on the sixth, seventh, and eighth anniversaries of the Closing Date.
−Removed: Pursuant to the Term Loan Agreement, the borrowers are required to maintain, as of the end of any fiscal quarter, a Capitalization Ratio lower than 60 % , a Consolidated Net Worth greater than $ 350 million , and Available Liquidity greater than $ 100 million (each as defined in the Term Loan Agreement).
−Removed: In addition, under the Term Loan Agreement, and subject to certain exceptions, the borrowers may not, among other things, (i) incur indebtedness, (ii) incur liens, (iii) make junior payments, (iv) make certain investments, and (v) under certain circumstances, make capital expenditures in excess of $ 50 million during four consecutive quarters.
−Removed: The Term Loan Agreement also includes customary representations of the borrowers and provides for certain events of default customary for similar facilities.
−Removed: The Term Loan Agreement permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the Term Loan Agreement, and (ii) our interest coverage ratio is greater than or equal to 3 :1 at such time or (iii) our fixed-charge coverage ratio is greater than or equal to 1 :1.
−Removed: Interest rates under the Term Loan Agreement are based, at our election, on either the LIBOR or a base rate, as defined in the Term Loan Agreement, plus a spread over the index.
+Added: The original Term Loan
+Added: Agreement was for a $ 75.0 million secured term loan (Term Loan).
+Added: In December 2016, we repaid $ 30 million of the Term Loan.
+Added: In July 2020, we paid off the remaining balance on the Term Loan of $ 45.0 million, thus satisfying and discharging our obligations under the Term Loan.
+Added: Interest rates under the Term Loan Agreement were based, at our election, on either the LIBOR or a base rate, as defined in the Term Loan Agreement, plus a spread over the index.
The applicable spread for the Term Loan ranges from 1.875 % to 2.125 % for LIBOR rate loans, and 0.875 % to 1.125 % for base rate loans, both dependent on our Interest Coverage Ratio (as defined in the Term Loan Agreement).
During the year ended December 31, 2020, the average interest rate on the Term Loan was approximately 2.82 %.
−Removed: We have received and expect to continue receiving patronage credits under the Term Loan.
+Added: We have received and expect to receive patronage credits through the period in which the Term Loan was outstanding.
After giving effect to expected patronage distributions, the effective average net interest rate on the Term Loan was approximately 1.8 %.
−Removed: The Term Loan is secured by a first priority mortgage on our Thorsby, Alabama, and Roxboro, North Carolina, EWP facilities and a first priority security interest on the equipment and certain tangible personal property located therein.
−Removed: On August 29, 2016, Boise Cascade issued $ 350 million of 5.625 % senior notes due September 1, 2024 (2024 Notes), through a private placement that was exempt from the registration requirements of the Securities Act.
−Removed: Interest on our 2024 Notes is payable semiannually in arrears on March 1 and September 1.
+Added: On August 29, 2016, Boise Cascade issued $ 350 million of 5.625 % senior notes due September 1, 2024 (2024 Notes), through a private placement that was exempt from the registration requirements of the Securities Act of 1933, as amended (Securities Act).
+Added: Interest on our 2024 Notes was payable semiannually in arrears on March 1 and September 1.
+Added: In connection with the issuance of the $ 400 million of 4.875 % senior notes due July 1, 2030 (2030 Notes) described below, we commenced a tender offer to purchase any and all of our $ 350 million aggregate principal amount of 2024 Notes then outstanding.
+Added: On July 27, 2020, we accepted for purchase an aggregate principal amount of $ 212.5 million of the 2024 Notes that were tendered.
+Added: On September 1, 2020, we redeemed the remaining $ 137.5 million in aggregate principal amount of the 2024 Notes outstanding and our obligations under the indenture, pursuant to which the 2024 Notes were issued, were satisfied and discharged.
+Added: In connection with these transactions, we recognized a pre-tax loss on the extinguishment of debt of $ 14.0 million during the year ended December 31, 2020.
+Added: The loss includes $ 10.8 million of debt extinguishment premium payments and $ 3.2 million for the write-off of unamortized deferred financing costs.
+Added: On July 27, 2020, we issued the 2030 Notes through a private placement that was exempt from the registration requirements of the Securities Act.
+Added: The 2030 Notes mature on July 1, 2030, with interest payable semiannually in arrears on January 1 and July 1, commencing on January 1, 2021.
The 2030 Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor under our Amended Agreement.
+Added: Following the sale of our 2030 Notes, as noted above, we used the net proceeds of the sale to repurchase or redeem any and all of our 2024 Notes, to pay off our Term Loan of $ 45.0 million, and to pay related financing fees and expenses related to the offering of the 2030 Notes and incurred in connection with the repurchase or redemption of the 2024 Notes.
The 2030 Notes are senior unsecured obligations and rank equally with all of the existing and future senior indebtedness of Boise Cascade Company and of the guarantors, senior to all of their existing and future subordinated indebtedness, effectively subordinated to all of their present and future senior secured indebtedness (including all borrowings with respect to our Amended Agreement to the extent of the value of the assets securing such indebtedness), and structurally subordinated to the indebtedness of any subsidiaries that do not guarantee the 2030 Notes.
18 unchanged sentences
Consequently, leases for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 840.
−Removed: The new standard provides a number of optional practical expedients in transition.
−Removed: We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification, and initial direct costs.
−Removed: We did not elect the use-of-hindsight practical expedient.
−Removed: We recorded additional lease liabilities for operating leases of $ 72.4 million , with an offsetting increase to ROU assets of approximately $ 69.2 million as of January 1, 2019, substantially all of which are real estate leases.
−Removed: The difference between these amounts is related to the reclassification of accrued straight-line rent upon adoption.
−Removed: Capital leases were also reclassified from "Property and equipment, net" to "Finance lease right-of-use assets" and from "Other long-term liabilities" to "Finance lease liabilities" on our Consolidated Balance Sheet.
−Removed: The standard did not have a material impact on our consolidated net earnings and cash flows.
−Removed: There was no cumulative effect adjustment recorded to opening retained earnings as of January 1, 2019, upon adoption of Topic 842.
−Removed: The effect of the changes made to our consolidated balance sheet as of January 1, 2019, for the adoption of the new lease standard was as follows:
−Removed: Balance at December 31, 2018
−Removed: Adjustments Due to ASC 842
−Removed: January 1, 2019
−Removed: Property and equipment, net
−Removed: Operating lease right-of-use assets
−Removed: Finance lease right-of-use assets
−Removed: Prepaid expenses and other
−Removed: Accrued liabilities, other
−Removed: Operating lease liabilities, net of current portion
−Removed: Finance lease liabilities, net of current portion
−Removed: Other long-term liabilities
−Removed: In accordance with the new lease standard requirements, the disclosure of the impact of adoption on our consolidated balance sheet was as follows:
−Removed: December 31, 2019
−Removed: Balances Without Adoption of
−Removed: Effect of Change Higher/(Lower)
−Removed: Property and equipment, net
−Removed: Operating lease right-of-use assets
−Removed: Finance lease right-of-use assets
−Removed: Prepaid expenses and other
−Removed: Accrued liabilities, other
−Removed: Operating lease liabilities, net of current portion
−Removed: Finance lease liabilities, net of current portion
−Removed: Other long-term liabilities
−Removed: We primarily lease land, building, and equipment under operating and finance leases.
−Removed: We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or upon modification.
−Removed: Substantially all of our leases with initial terms greater than one year are for real estate, including distribution centers, corporate headquarters, land, and other office space.
−Removed: Substantially all of these lease agreements have fixed payment terms based on the passage of time and are recorded in our Building Materials Distribution segment.
−Removed: Many of our leases include fixed escalation clauses, renewal options and/or termination options that are factored into our determination of lease term and lease payments when appropriate.
−Removed: Renewal options generally range from one to ten years with fixed payment terms similar to those in the original lease agreements.
−Removed: Some lease agreements provide us with the option to purchase the leased property at market value.
−Removed: Our lease agreements do not contain any residual value guarantees.
−Removed: ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
−Removed: ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term.
−Removed: The current portion of our operating and finance lease liabilities are recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.
−Removed: We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments.
−Removed: In determining our incremental borrowing rates, we give consideration to publicly available interest rates for instruments with similar characteristics.
−Removed: For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably certain of exercising.
−Removed: Variable lease expense generally includes reimbursement of actual costs for common area maintenance, property taxes, and insurance on leased real estate and are recorded as incurred.
−Removed: Most of our operating lease expense was recorded in "Selling and distribution expenses" in our Consolidated Statements of Operations.
−Removed: The new standard provides practical expedients for an entity’s ongoing accounting.
−Removed: We elected the practical expedient to not separate lease and non-lease components for all of our leases.
−Removed: We also elected the short-term lease recognition exemption for all leases that qualify.
−Removed: This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases in transition.
−Removed: Our short-term leases primarily include equipment rentals with lease terms on a month-to-month basis, which provide for our seasonal needs and flexibility in the use of equipment.
−Removed: Our short-term leases also include certain real estate for which either party has the right to cancel upon providing notice of 30 to 90 days.
The components of lease expense were as follows:
19 unchanged sentences
Other information related to leases was as follows:
−Removed: December 31, 2019
+Added: December 31, 2020 December 31, 2019
Weighted-average remaining lease term (years)
7 unchanged sentences
As of December 31, 2020, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:
−Removed: Operating Leases
−Removed: Finance Leases
+Added: Operating Leases Finance Leases
+Added: 2021 $ 13,593 $ 3,924
+Added: 2022 13,024 3,930
+Added: 2023 12,073 3,970
+Added: 2024 11,189 3,967
+Added: 2025 9,448 3,607
+Added: Thereafter 25,545 37,801
Total future minimum lease payments 84,872 57,199
+Added: interest ( 18,945 ) ( 24,035 )
Total lease obligations 65,927 33,164
1 unchanged sentence
Long-term lease obligations $ 56,001 $ 31,607
−Removed: As of December 31, 2019 , the minimum lease payment amount for operating leases signed but not yet commenced was $ 3.9 million .
+Added: As of December 31, 2020, the minimum lease payment amount for leases signed but not yet commenced was $ 7.3 million.
Disclosures Related to Periods Prior to Adoption of ASC Topic 842, "Leases"
−Removed: Rental expense for operating leases was $ 18.2 million and $ 19.3 million for the years ended December 31, 2018 and 2017 , respectively.
−Removed: Sublease rental income was not material in any of the periods presented.
+Added: Rental expense for operating leases was $ 18.2 million for the year ended December 31, 2018, and sublease rental income was not material.
During the year ended December 31, 2018, we recorded two capital leases for distribution centers with initial lease terms of 13 and 20 years, respectively, in the amount of $ 18.9 million, which represents non-cash investing and financing activities.
−Removed: At December 31, 2018 , we had $ 23.7 million of gross capital lease assets recorded in "Property and equipment, net" on our Consolidated Balance Sheet.
−Removed: At December 31, 2018, capital lease obligations were recorded in "Other long-term liabilities" on our Consolidated Balance Sheets.
−Removed: As of December 31, 2018, our minimum lease payment requirements for noncancelable operating and capital leases with terms of more than one year are as follows:
−Removed: Operating Leases
−Removed: Capital Leases
−Removed: interest on capital lease obligations
−Removed: Total principal payable on capital lease obligations
−Removed: current obligations
−Removed: Long-term capital lease obligations
−Removed: These future minimum lease payment requirements have not been reduced by sublease income due in the future under noncancelable subleases.
−Removed: Minimum sublease income expected to be received in the future is not material.
Retirement and Benefit Plans
1 unchanged sentence
Defined Benefit Plans
−Removed: Some of our employees are covered by noncontributory defined benefit pension plans.
−Removed: We have one qualified defined benefit pension plan (Pension Plan).
−Removed: Benefits under the Pension Plan are frozen for salaried employees and substantially all eligible hourly employees.
+Added: Some of our employees are covered by noncontributory defined benefit pension plans, including a qualified defined benefit pension plan (Pension Plan) which was eliminated in December 2020 (Plan Termination).
+Added: Benefits under the Pension Plan have been frozen for salaried employees since 2009 and substantially all eligible hourly employees since 2012.
The following summarizes recent activity of each individual plan:
−Removed: On September 30, 2019, we transferred $ 19.8 million of our Pension Plan assets to The Prudential Insurance Company of America (Prudential) for the purchase of a group annuity contract.
+Added: • In conjunction with the Plan Termination, we purchased a buy-in group annuity contract (Buy-In) from The Prudential Insurance Company of America (Prudential), which was funded with plan assets on August 6, 2020.
+Added: In addition, we froze accrual of all remaining benefits of hourly employees on our Pension Plan effective August 31, 2020.
+Added: In anticipation of the Plan Termination, the Buy-In funded lump-sum payments made to eligible plan participants at their election, on or about December 2, 2020, after which, neither the Pension Plan nor Prudential has any further obligations to those participants.
+Added: After completion of the lump-sum program, we exercised our option to convert the Buy-In to a buy-out group annuity contract (Buy-Out) for no additional premium.
+Added: When the Buy-Out became effective on December 31, 2020, we irrevocably transferred to Prudential the future benefit obligations and annuity administration for all remaining plan participants (or their beneficiaries) in the Pension Plan.
+Added: These transactions fully eliminated the liabilities of our Pension Plan, resulting in a non-cash settlement charge of $ 6.2 million in fourth quarter 2020.
+Added: • On September 30, 2019, we transferred $ 19.8 million of our Pension Plan assets to Prudential for the purchase of a group annuity contract.
Under the arrangement, Prudential assumed ongoing responsibility for administration and benefit payments for approximately 10 % of our U.S.
15 unchanged sentences
Defined Contributory Trust
−Removed: We have participated in a multiemployer defined contributory trust plan for certain union hourly employees since 2013.
+Added: We participated in a multiemployer defined contributory trust plan for certain union hourly employees since 2013.
As of December 31, 2020, 2019, and 2018 approximately 735 , 1,215 , and 1,221 , respectively, of our employees participated in this plan.
1 unchanged sentence
For certain other of these employees, we were required to contribute 4.5 % of the employee's earnings during 2020, 2019, and 2018.
−Removed: Company contributions to the multiemployer defined contributory trust plan for the year ended December 31, 2019 was $ 2.6 million and $ 2.8 million for each of the years ended December 31, 2018 and 2017 .
+Added: Company contributions to the multiemployer defined contributory trust plan were $ 2.4 million, $ 2.6 million, and $ 2.8 million, respectively, for each of the years ended December 31, 2020, 2019, and 2018.
+Added: Effective fourth quarter 2020, through collective bargaining negotiations, some of our employees no longer participate in this plan.
+Added: In addition, for the remaining plan participants, we expect to contribute 4.5 % of the employees earnings.
After required contributions, we have no further obligation to the plan.
2 unchanged sentences
We sponsor a deferred compensation plan.
−Removed: Under the plan, participating employees irrevocably elect each year to defer receipt of a portion of their base salary and incentive compensation.
+Added: Under the plan, participating employees and directors irrevocably elect each year to defer receipt of a portion of their compensation.
A participant's account is credited with imputed interest at a rate equal to 130 % of Moody's Composite Average of Yields on Corporate Bonds.
6 unchanged sentences
Multiemployer Health and Welfare Plan
−Removed: We participate in a multiemployer health and welfare plan that covers medical, dental, and life insurance benefits for certain active employees as well as benefits for retired employees.
+Added: We have participated in a multiemployer health and welfare plan that covered medical, dental, and life insurance benefits for certain active employees as well as benefits for retired employees.
+Added: Effective November 30, 2020, through collective bargaining negotiations, our employees no longer participate in this plan.
As of December 31, 2019 and 2018, approximately 475 and 604 , respectively, of our employees participated in this plan.
2 unchanged sentences
From June 1, 2019, to May 31, 2020, we were required to contribute $ 6.70 per hour per active employee.
−Removed: Since June 1, 2019, we are required to contribute $ 6.70 per hour per active employee.
+Added: From June 1, 2020, to November 30, 2020, we were required to contribute $ 7.00 per hour per active employee.
During the years ended December 31, 2020, 2019, and 2018 company contributions to the multiemployer health and welfare plan were $ 5.8 million, $ 6.7 million, and $ 7.7 million, respectively.
7 unchanged sentences
Benefit obligation at beginning of year $ 192,061 $ 176,852
+Added: Service cost 668 647
Interest cost 5,893 7,210
−Removed: Actuarial (gain) loss
+Added: Actuarial loss 18,605 29,065
Group annuity transactions (a) ( 76,650 ) ( 19,848 )
−Removed: Benefits paid
+Added: Benefits paid (b) ( 135,690 ) ( 1,865 )
Benefit obligation at end of year 4,887 192,061
4 unchanged sentences
Group annuity transactions (a) ( 76,650 ) ( 19,292 )
−Removed: Benefits paid
+Added: Benefits paid (b) ( 135,690 ) ( 1,865 )
Fair value of plan assets at end of year — 168,651
9 unchanged sentences
______________________________________
−Removed: See Defined Benefits Plans above for description of group annuity transactions.
+Added: (a) See Defined Benefits Plans above for description of group annuity transactions.
+Added: (b) See Defined Benefits Plans above for description of lump-sum payments.
The accumulated benefit obligation for all defined benefit pension plans was $ 4.9 million and $ 192.1 million at December 31, 2020 and 2019, respectively.
−Removed: All of our defined benefit pension plans have accumulated benefit obligations that exceed the fair value of plan assets.
+Added: After the Plan Termination, the remaining accumulated benefit obligations are from our unfunded nonqualified defined benefit pension plans.
Net Periodic Benefit Cost and Other Comprehensive (Income) Loss
1 unchanged sentence
Year Ended December 31
+Added: 2020 2019 2018
Net periodic benefit cost
+Added: Service cost $ 668 $ 647 $ 794
Interest cost 5,893 7,210 11,344
10 unchanged sentences
______________________________________
−Removed: Plan settlement expense during the years ended December 31, 2019 and 2018 includes $ 1.3 million and $ 23.3 million , respectively, of settlement charges related to the transfers of pension plan assets to Prudential for the purchase of group annuity contracts.
−Removed: In 2020 , we estimate net periodic pension expense will be approximately $ 2 million , including $ 0.8 million of net actuarial loss that will be amortized from accumulated other comprehensive loss.
+Added: (a) Plan settlement expense during the years ended December 31, 2020, 2019, and 2018 includes $ 6.3 million, $ 1.3 million and $ 23.3 million, respectively, of settlement charges related to the transfers of pension plan assets to Prudential for the purchase of group annuity contracts, as well as lump-sum payments in 2020.
The assumptions used in accounting for our plans are estimates of factors that will determine, among other things, the amount and timing of future contributions.
2 unchanged sentences
Discount rate 2.00 % 3.10 %
−Removed: Rate of compensation increases (b)
+Added: Rate of compensation increases (a) — % — %
The following table presents the assumptions used in the measurement of net periodic benefit cost:
+Added: 2020 2019 2018 (b)
Weighted average assumptions
1 unchanged sentence
Expected long-term rate of return on plan assets 3.50 % 3.85 % 3.85 % / 4.50 % / 4.75 %
−Removed: Rate of compensation increases (b)
+Added: Rate of compensation increases (a) — % — % — %
_______________________________________
−Removed: Prior to the remeasurements of our qualified defined benefit pension plan on April 25, 2018, and August 10, 2018, the discount rates were 3.40 % and 4.05 % , respectively, and the expected rates of return on plan assets were 4.75 % and 4.50 % , respectively.
+Added: (a) Pension benefits for all salaried employees are frozen, resulting in an assumption for the rate of compensation increase of zero .
+Added: (b) Prior to the remeasurements of our qualified defined benefit pension plan on April 25, 2018, and August 10, 2018, the discount rates were 3.40 % and 4.05 %, respectively, and the expected rates of return on plan assets were 4.75 % and 4.50 %, respectively.
The discount rate and expected rate of return on plan assets after the August 10, 2018 remeasurement were 3.95 % and 3.85 %, respectively.
−Removed: Pension benefits for all salaried employees are frozen, resulting in an assumption for the rate of compensation increase of zero .
−Removed: In addition to the salaried benefits being frozen, there are currently no scheduled increases in pension benefit rates applicable to past service covering the minimal number of hourly employees who continue to accrue benefits.
Discount Rate Assumption .
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Asset Return Assumption .
−Removed: We base our expected long-term rate of return on plan assets on a weighted average of our expected returns for the major asset classes in which we invest.
−Removed: The weights we assign each asset class are based on our investment strategy.
−Removed: Expected returns for the asset classes are based on long-term historical returns, inflation expectations, forecasted gross domestic product, earnings growth, and other economic factors.
+Added: Prior to the Plan Termination, we based our expected long-term rate of return on plan assets on a weighted average of our expected returns for the major asset classes in which we invest.
+Added: The weights we assigned each asset class were based on our investment strategy.
+Added: Expected returns for the asset classes were based on long-term historical returns, inflation expectations, forecasted gross domestic product, earnings growth, and other economic factors.
We developed our return assumption based on a review of the fund manager's estimates of future market expectations by broad asset class and expected long-term rates of return from external investment managers.
−Removed: The weighted average expected return on plan assets we will use in our calculation of 2020 net periodic benefit cost is 3.50 % .
Retirement and Mortality Rates .
1 unchanged sentence
In 2020, we used the Pri-2012 mortality tables projected forward using MP-2020 on a generational basis.
−Removed: In 2018 , we used the RP-2014 mortality tables adjusted to reflect mortality improvement scale MP-2015 and projected forward using MP-2018 on a generational basis.
−Removed: Investment Policies and Strategies
−Removed: Our Retirement Funds Investment Committee (RFIC) is responsible for establishing and overseeing the implementation of our investment policy.
−Removed: Russell Investments (Russell) oversees the active management of our pension investments through its manager of managers program in order to achieve broad diversification in a cost-effective manner.
−Removed: At December 31, 2019 , as dictated by investment allocation guidelines established by our RFIC, approximately 90 % of our pension plan assets were invested in fixed-income securities, and approximately 10 % were invested in a multi-asset class fund, both of which are described in more detail below.
−Removed: Our investment objective is to hedge the plan’s future exposure to interest rate risk by investing the substantial majority of plan assets in fixed income securities that have a duration profile closely aligned with the duration profile of the remaining plan liability.
−Removed: This is consistent with a de-risking strategy established by our RFIC.
−Removed: Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk, all of which are subject to change.
−Removed: In addition, our overall investment strategy and related allocations between equity and fixed-income securities may change from time to time based on market conditions, external economic factors, and the funded status of our plans.
−Removed: Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term, and such changes could materially affect the reported amounts.
+Added: In 2019, we used the Pri-2012 mortality tables projected forward using MP-2019 on a generational basis.
Fair Value Measurements of Plan Assets
−Removed: The following table sets forth by level, within the fair value hierarchy, the pension plan assets, by major asset category, at fair value at December 31, 2019 and 2018 :
−Removed: December 31, 2019
−Removed: Quoted Prices in Active Markets for Identical Assets
−Removed: Significant Other Observable Inputs
−Removed: (Level 2) (a)
−Removed: Significant Unobservable Inputs
−Removed: Fixed-income securities (b)
−Removed: Multi-asset class fund (c)
−Removed: Total investments at fair value
−Removed: Receivables and accrued expenses, net
−Removed: Fair value of plan assets
+Added: The following table sets forth by level, within the fair value hierarchy, the pension plan assets, by major asset category, at fair value at December 31, 2019:
December 31, 2019
Quoted Prices in Active Markets for Identical Assets
−Removed: Significant Other Observable Inputs
−Removed: (Level 2) (a)
−Removed: Significant Unobservable Inputs
+Added: (Level 1) Significant Other Observable Inputs
+Added: (Level 2) (a) Significant Unobservable Inputs
+Added: (Level 3) Total
Fixed-income securities (b) $ — $ 152,530 $ — $ 152,530
4 unchanged sentences
_______________________________________
−Removed: Securities represent common collective trusts managed and valued by Russell Trust Company, the administrator of the funds.
+Added: (a) 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.
−Removed: We have the ability to redeem these securities with a 1 day notice.
−Removed: Invested in the Russell Long Duration Fixed Income Fund at December 31, 2019 and 2018, which is designed to provide current income and capital appreciation 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.
−Removed: In addition, at December 31, 2019 and 2018, our investments in this category included the Russell 14 Year LDI Fixed Income Fund.
−Removed: We also were invested in the Russell 8 Year LDI Fixed Income Fund at December 31, 2019.
+Added: We had the ability to redeem these securities with a 1 day notice.
+Added: (b) Invested in the Russell Long Duration Fixed Income Fund, which is designed to provide current income and capital appreciation 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.
+Added: In addition, our investments in this category included the Russell 14 Year LDI Fixed Income Fund.
+Added: We also were invested in the Russell 8 Year LDI Fixed Income Fund.
These LDI funds invest primarily in investment grade bonds that closely match those found in discount rate curves used to value U.S.
pension liabilities and seeks to provide additional incremental return through modest interest rate timing, security selection, and tactical use of non-credit sectors.
−Removed: In addition, at December 31, 2019 and 2018, our investments in this category included Russell STRIPS Fixed Income Funds with duration profiles of 10 , 15 , and 28 years.
+Added: In addition, our investments in this category included Russell STRIPS Fixed Income Funds with duration profiles of 10 , 15 , and 28 years.
These funds invest in a subset of the STRIPS universe with a similar duration profile as their respective Bloomberg Barclays U.S.
STRIPS Index.
−Removed: Invested in the Russell Multi-Asset Core Plus Fund, which is designed to provide long-term growth by providing a diversified portfolio of investments that has an overall strategic allocation of 75 % global equity, 15 % marketable real assets, and 10 % global fixed income.
−Removed: Since 2012, we have contributed a total of four company-owned real property locations from our Building Materials Distribution segment to our qualified defined benefit pension plan.
+Added: (c) Invested in the Russell Multi-Asset Core Plus Fund, which is designed to provide long-term growth by providing a diversified portfolio of investments that has an overall strategic allocation of 75 % global equity, 15 % marketable real assets, and 10 % global fixed income.
+Added: Since 2012, we contributed a total of four company-owned real property locations from our Building Materials Distribution segment to our Pension Plan, which we then leased from the Pension Plan.
These contributions constituted related party transactions.
−Removed: We have since repurchased two of these properties as discussed below.
−Removed: We are leasing back the remaining two contributed properties for initial terms of ten years ending in 2022 and 2023, respectively, with two five year extension options and continue to use the properties in our distribution operations.
−Removed: Rent payments are made quarterly and include 2 % annual escalation rates.
−Removed: Each lease provides us a right of first refusal on any subsequent sale by the pension plan, as well as repurchase options at the end of the initial term and extension periods.
−Removed: The plan engaged an independent fiduciary who negotiated the lease terms and also manages the properties on behalf of the plan.
−Removed: We determined that the contribution of the properties does not meet the accounting definition of a plan asset within the scope of Accounting Standards Codification 715, Compensation — Retirement Benefits .
−Removed: Accordingly, the contributed properties are not considered a contribution for accounting purposes and, as a result, are not included in plan assets and have no impact on the net pension liability recorded on our Consolidated Balance Sheets.
−Removed: We continue to depreciate the carrying value of the properties in our financial statements, and no gain or loss was recognized at the contribution date for accounting purposes.
−Removed: Lease payments are recorded as pension contributions.
−Removed: During each of the fourth quarters 2019 and 2018, we repurchased one of the real property locations we previously had contributed to our qualified defined benefit pension plan for approximately $ 3.6 million (the 2019 Repurchase) and $ 4.0 million (the 2018 Repurchase), respectively, which were recorded as pension contributions.
+Added: We determined that these contributed properties did not meet the accounting definition of a plan asset within the scope of Accounting Standards Codification 715, Compensation - Retirement Benefits , and, therefore, were not included in plan assets and had no impact on the net pension liability.
+Added: However, the lease payments and payments for the repurchase of the contributed properties are recorded as pension contributions.
+Added: During the years ended December 31, 2020, 2019, and 2018, we repurchased two , one , and one , respectively, of the real property locations we previously had contributed to our Pension Plan for approximately $ 11.4 million (the 2020 Repurchases), $ 3.6 million (the 2019 Repurchase) and $ 4.0 million (the 2018 Repurchase), respectively, which were recorded as pension contributions.
Our practice is to fund the pension plans in amounts sufficient to meet the minimum requirements of U.S.
federal laws and regulations.
−Removed: Additional discretionary funding may be provided as deemed appropriate.
For the years ended December 31, 2020, 2019, and 2018, we made cash contributions to our pension plans totaling $ 12.8 million, $ 5.2 million, and $ 26.1 million, respectively.
+Added: During 2020, cash contributions include $ 11.4 million for the 2020 Repurchases and $ 0.6 million of lease payments.
During 2019, cash contributions include $ 3.6 million for the 2019 Repurchase and $ 1.1 million of lease payments.
During 2018, cash contributions include a $ 20.0 million discretionary contribution, $ 4.0 million for the 2018 Repurchase, and $ 1.5 million of lease payments.
−Removed: Cash contributions during 2017 include $ 1.4 million of lease payments.
−Removed: While we have no federally required contributions for 2020 , we expect to make cash contributions of approximately $ 2 million to our pension plans.
−Removed: These contributions reflect benefit payments to plan participants of our nonqualified salaried pension plans and lease payments for properties we have contributed to our qualified defined benefit pension plan.
−Removed: Qualified pension benefit payments are paid from plan assets, while nonqualified pension benefit payments are paid by the company.
−Removed: The following benefit payments are expected to be paid to plan participants (in thousands):
+Added: After the Plan Termination, we will have no federally required contributions to the Pension Plan.
+Added: For 2021, we expect to make cash contributions of approximately $ 0.4 million to our nonqualified pension plans, reflecting benefit payments to plan participants.
+Added: Nonqualified pension benefit payments are paid by the company.
+Added: The following benefit payments are expected to be paid to nonqualified plan participants (in thousands):
Years 2026-2030 1,373
1 unchanged sentence
Stock-Based Compensation
−Removed: In February 2013, we adopted the 2013 Incentive Compensation Plan (2013 Incentive Plan), which was superseded by the 2016 Boise Cascade Omnibus Incentive Plan (2016 Incentive Plan), which was approved by our stockholders and became effective in April 2016.
+Added: In April 2016, we adopted the 2016 Boise Cascade Omnibus Incentive Plan (2016 Incentive Plan), which superseded the 2013 Incentive Compensation Plan (2013 Incentive Plan).
After the effective date of the 2016 Incentive Plan, no awards were granted under the 2013 Incentive Plan.
5 unchanged sentences
The maximum number of shares approved for grant under the 2016 Incentive Plan is 3.7 million shares.
−Removed: In February 2019 , 2018 , and 2017 , we granted two types of stock-based awards under the 2016 Incentive Plan:
+Added: In 2020, 2019, and 2018, we granted two types of stock-based awards under the 2016 Incentive Plan:
performance stock units (PSUs) and restricted stock units (RSUs).
3 unchanged sentences
For the officers, the number of shares actually awarded will range from 0 % to 200 % of the target amount, dependent upon Boise Cascade's 2020 return on invested capital (ROIC), as approved by our Compensation Committee in accordance with the related grant agreement.
−Removed: For the other employees, the number of shares actually awarded will range from 0 % to 200 % of the target amount, depending upon Boise Cascade's 2019 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, determined in accordance with the related grant agreement.
+Added: For the other employees, the number of shares actually awarded will range from 0 % to 200 % of the target amount, depending upon Boise Cascade's 2020 EBITDA, defined as
+Added: income before interest (interest expense and interest income), income taxes, and depreciation and amortization, determined in accordance with the related grant agreement.
Because the ROIC and EBITDA components contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest.
9 unchanged sentences
The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the year ended December 31, 2020:
−Removed: Number of shares
−Removed: Weighted Average Grant-Date Fair Value
−Removed: Number of shares
−Removed: Weighted Average Grant-Date Fair Value
+Added: Number of shares Weighted Average Grant-Date Fair Value Number of shares Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2019 295,347 $ 31.09 257,564 $ 31.14
+Added: Granted 94,850 36.45 125,716 36.45
Performance condition adjustment (a) ( 6,989 ) 29.48 — —
+Added: Vested ( 162,622 ) 28.93 ( 143,807 ) 30.88
+Added: Forfeited ( 24,246 ) 32.57 ( 26,707 ) 32.82
Outstanding, December 31, 2020 196,340 $ 35.34 212,766 $ 34.24
__________________
−Removed: Represents additional PSUs granted to non-officers based on achievement of 2018 EBITDA in excess of target.
+Added: (a) Represents total PSUs forfeited during the year ended December 31, 2020, related to the 2019 performance condition adjustment described above .
Compensation Expense
5 unchanged sentences
Year Ended December 31
+Added: 2020 2019 2018
+Added: PSUs $ 3,795 $ 3,340 $ 4,005
+Added: RSUs 4,025 4,633 4,826
+Added: Total $ 7,820 $ 7,973 $ 8,831
For the years ended December 31, 2020, 2019, and 2018, the related tax benefit was $ 2.0 million, $ 2.0 million, and $ 2.2 million, respectively.
8 unchanged sentences
Cash awards subject to performance conditions are also recognized on a straight-line basis over the requisite service period, based on the most probable amount of cash to be paid subject to achievement of the performance condition.
−Removed: In 2019 and 2018 , we recognized $ 2.2 million and $ 1.4 million , respectively, of LTIP Cash Plan expense, primarily recorded in "General and administrative expenses" in our Consolidated Statements of Operations.
−Removed: There was no LTIP Cash Plan expense recorded during 2017 .
−Removed: During the 2018 performance period, cash awards earned 110 % of the target based on Boise Cascade’s 2018 EBITDA, determined by our Compensation Committee in accordance with the related grant agreement.
+Added: In 2020, 2019, and 2018, we recognized $ 3.9 million, $ 2.2 million, and $ 1.4 million, respectively, of LTI Cash Plan expense, primarily recorded in "General and administrative expenses" in our Consolidated Statements of Operations.
+Added: During the 2019 and 2018 performance periods, cash awards earned 96 % and 110 %, respectively, of the target based on Boise Cascade’s 2019 and 2018 EBITDA, respectively, determined by our Compensation Committee in accordance with the related grant agreements.
Stockholders' Equity
5 unchanged sentences
Our board of directors declared and paid the following dividends during each of the respective quarters for the years ended December 31, 2020, 2019, and 2018:
−Removed: Dividends Per Share
+Added: Dividends Per Share Amount Paid
2020 (in thousands)
1 unchanged sentence
Second Quarter 0.10 3,917
−Removed: Third Quarter
+Added: Third Quarter (b) 1.70 3,991
Fourth Quarter (b) 0.10 66,642
+Added: Total $ 2.00 $ 79,195
First Quarter (a) $ 0.09 $ 4,053
Second Quarter 0.09 3,509
−Removed: Third Quarter (b)
−Removed: Fourth Quarter
−Removed: First Quarter
−Removed: Second Quarter
Third Quarter 0.09 3,508
+Added: Fourth Quarter (c) 1.10 42,884
+Added: Total $ 1.37 $ 53,954
+Added: First Quarter (a) $ 0.07 $ 2,758
+Added: Second Quarter 0.07 2,723
+Added: Third Quarter (c) 1.07 41,632
Fourth Quarter 0.09 3,502
+Added: Total $ 1.30 $ 50,615
__________________
−Removed: Includes payments of dividend equivalents on RSUs and PSUs which vested in first quarter of each year.
−Removed: During each fourth quarter 2019 and third quarter 2018, our board of directors declared and paid a supplemental dividend of $ 1.00 per share of our common stock.
+Added: (a) Includes payments of dividend equivalents on RSUs and PSUs which vested in first quarter of each year.
+Added: (b) During third quarter 2020, our board of directors declared a supplemental dividend of $ 1.60 per share on our common stock, which was paid in fourth quarter 2020.
+Added: (c) During each fourth quarter 2019 and third quarter 2018, our board of directors declared and paid a supplemental dividend of $ 1.00 per share of our common stock .
On February 5, 2021 , our board of directors declared a dividend of $ 0.10 per share of our common stock, payable on March 15, 2021 , to stockholders of record on February 22, 2021 .
−Removed: For a description of the restrictions in our asset-based credit facility, Term Loan, and the indenture governing our senior notes on our ability to pay dividends, see Note 10, Debt .
+Added: For a description of the restrictions in our asset-based credit facility and the indenture governing our senior notes on our ability to pay dividends, see Note 10, Debt.
+Added: Future quarterly dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, legal capital requirements and surplus, our future operations and earnings, general financial condition, contractual obligations, restrictions imposed by our asset-based credit
+Added: facility and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.
Stock Repurchase
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Year Ended December 31
+Added: 2020 2019 2018
Beginning Balance, net of taxes
+Added: $ ( 50,248 ) $ ( 47,652 ) $ ( 76,702 )
Net actuarial gain (loss), before taxes 6,832 ( 4,642 ) 14,178
Amortization of actuarial (gain) loss, before taxes (a)
+Added: 807 ( 175 ) 1,497
Effect of settlements, before taxes (a)
+Added: 6,250 1,342 23,255
+Added: Income taxes (b) 35,281 879 ( 9,880 )
Ending Balance, net of taxes
$ ( 1,078 ) $ ( 50,248 ) $ ( 47,652 )
−Removed: Represents amounts reclassified from accumulated other comprehensive loss.
+Added: ___________________________________
+Added: (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 12, Retirement and Benefit Plans.
+Added: (b) For the year ended December 31, 2020, income taxes include $ 38.8 million related to the release of stranded tax effects upon Plan Termination, as discussed in Note 4, Income Taxes .
Transactions With Related Party
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In the normal course of business, we are exposed to financial risks such as changes in commodity prices, interest rates, and foreign currency exchange rates.
−Removed: In 2019 , 2018 , and 2017 , we did not use derivative instruments to manage these risks, except for interest rate swaps entered into in 2016 as discussed below.
+Added: In 2020, 2019, and 2018, we did not use derivative instruments to manage these risks, except for interest rate swaps as discussed below.
Commodity Price Risk
3 unchanged sentences
housing market, net import and export activity, changes in or disruptions to industry production capacity, changes in inventory levels, and other factors beyond our control.
−Removed: Interest Rate Risk and Interest Rate Swaps
−Removed: We are exposed to interest rate risk arising from fluctuations in variable-rate LIBOR on our term loans and when we have loan amounts outstanding on our Revolving Credit Facility.
−Removed: At December 31, 2019 , we had $ 95.0 million of variable-rate debt outstanding.
+Added: Interest Rate Risk
+Added: We are exposed to interest rate risk arising from fluctuations in variable-rate LIBOR on our term loan and when we have loan amounts outstanding on our Revolving Credit Facility.
+Added: At December 31, 2020, we had $ 50.0 million of variable-rate debt outstanding based on one-month LIBOR after the pay-off of our $ 45.0 million term loan in July 2020, described in Note 10, Debt.
+Added: During the year ended December 31, 2020, we liquidated our interest rate swap agreements with notional principal amounts of $ 45.0 million in conjunction with the pay-off of the $ 45.0 million term loan.
Our objective is to limit the variability of interest payments on our debt.
−Removed: To meet this objective, in 2016 we entered into receive-variable, pay-fixed interest rate swaps to change the variable-rate cash flow exposure to fixed-rate cash flows.
+Added: To meet this objective, we enter into receive-variable, pay-fixed interest rate swaps to change the variable-rate cash flow exposure to fixed-rate cash flows.
In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk.
−Removed: On February 16, 2016, and March 31, 2016, we entered into interest rate swap agreements with notional principal amounts of $ 50.0 million and $ 75.0 million , respectively, to offset risks associated with the variability in cash flows relating to interest payments that are based on one-month LIBOR.
We do not speculate using derivative instruments.
−Removed: At December 31, 2019 and 2018 , the notional principal amount of our interest rate swap agreements was $ 95.0 million after liquidating $ 30.0 million of the interest rate swap with original notional principal amount of $ 75.0 million in November 2018.
−Removed: Under the interest rate swaps, we receive LIBOR-based variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $ 95.0 million of variable-rate debt exposure.
−Removed: Payments on the interest rate swaps with notional principal amounts of $ 50.0 million and $ 45.0 million are due on a monthly basis at an annual fixed rate of 1.007 % and 1.256 % , respectively, and expire in February 2022 and March 2022, respectively.
−Removed: The interest rate swap agreements were not designated as cash flow hedges, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in the Consolidated Statements of Operations rather than through other comprehensive income.
−Removed: At December 31, 2019 and 2018 , we recorded a long-term asset of $ 0.8 million and $ 3.8 million , respectively, in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements.
+Added: At December 31, 2020, we had two interest rate swap agreements.
+Added: Under the interest rate swaps, we receive one-month LIBOR-based variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $ 50.0 million of variable rate debt exposure.
+Added: Payments on one interest rate swap, entered into in 2016, with a notional principal amount of $ 50.0 million is due on a monthly basis at an annual fixed rate of 1.007 % and expires in February 2022 (Initial Swap).
+Added: During second quarter 2020, we entered into another forward interest rate swap agreement which commences on the expiration date of the Initial Swap.
+Added: Payments on this interest rate swap with a notional principal amount of $ 50.0 million will be due on a monthly basis at an annual fixed rate of 0.39 % and expires in June 2025.
+Added: The interest rate swap agreements were not designated as cash flow hedges, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in our Consolidated Statements of Operations rather than through other comprehensive income.
+Added: At December 31, 2020, we recorded a long-term liability of $ 0.6 million in "Other long-term liabilities" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements.
+Added: At December 31, 2019, we recorded a long-term asset of $ 0.8 million in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements.
The swaps were valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).
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Unallocated corporate costs include corporate support staff services, related assets and liabilities, and pension plan activity.
−Removed: Support services include, but are not limited to, information technology, human resources, finance, accounting, and legal functions.
+Added: Support services include, but are not limited to, information technology, human resources, finance, accounting, and
+Added: legal functions.
Specified expenses are allocated to the segments.
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The segments follow the accounting principles described in Note 2, Summary of Significant Accounting Policies.
+Added: For the year ended December 31, 2020, one customer accounted for 11 % of total sales, when combining sales from Wood Products and BMD to that customer.
For the years ended December 31, 2019 and 2018, no customers accounted for 10% or more of total sales.
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Year Ended December 31
+Added: 2020 2019 2018
Wood Products (a)
+Added: LVL $ 18.4 $ 39.5 $ 42.2
+Added: I-joists 7.3 22.1 29.3
Other engineered wood products 23.9 26.8 25.3
Plywood and veneer 332.7 255.1 336.2
−Removed: Byproducts (c)
+Added: Lumber (b) 54.7 52.5 86.0
+Added: Byproducts 68.6 75.1 87.3
Particleboard (b) — — 37.5
+Added: Other 17.1 34.7 63.9
+Added: 522.8 505.7 707.7
Building Materials Distribution
+Added: Commodity 2,309.9 1,725.4 2,070.1
+Added: General line 1,762.3 1,580.7 1,421.5
Engineered wood products 879.9 831.6 796.0
4,952.0 4,137.7 4,287.6
−Removed: Amounts represent sales to external customers.
−Removed: Sales are calculated after intersegment sales eliminations to our Building Materials Distribution segment, as well as the cost of EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, retail lumberyards, and professional builders).
−Removed: For the year ended December 31, 2019 , approximately 77 % of Wood Products' EWP sales volumes were to our Building Materials Distribution segment.
−Removed: In fourth quarter 2018, we sold two lumber mills and our particleboard plant located in Northeast Oregon.
+Added: $ 5,474.8 $ 4,643.4 $ 4,995.3
+Added: ___________________________________
+Added: (a) Amounts represent sales to external customers.
+Added: Sales are calculated after intersegment sales eliminations to our Building Materials Distribution segment, as well as the cost of EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, retail lumberyards, and homebuilders).
+Added: For the years ended December 31, 2020, 2019, and 2018, approximately 80 %, 77 %, and 74 %, respectively, of Wood Products' EWP sales volumes were to our Building Materials Distribution segment.
+Added: (b) In fourth quarter 2018, we sold two lumber mills and our particleboard plant located in Northeast Oregon.
For additional information, see Note 7, Sale of Manufacturing Facilities.
−Removed: As discussed in Note 3, Revenues, upon adoption of ASC Topic 606, Revenue from Contracts with Customers , under the modified retrospective method on January 1, 2018, amounts recorded in 2017 have not been adjusted.
An analysis of our operations by segment is as follows:
Year Ended December 31
+Added: 2020 2019 2018
Net sales by segment
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Building Materials Distribution 4,952,018 4,137,719 4,287,702
−Removed: Intersegment eliminations and other (a)
+Added: Intersegment eliminations (a) ( 801,081 ) ( 769,482 ) ( 825,682 )
Total net sales $ 5,474,838 $ 4,643,404 $ 4,995,290
8 unchanged sentences
Building Materials Distribution 22,460 20,769 18,280
+Added: Corporate 1,568 1,701 1,568
Total depreciation and amortization $ 95,169 $ 80,141 $ 146,837
2 unchanged sentences
Building Materials Distribution (d) 39,976 40,722 51,306
+Added: Corporate 1,223 4,214 771
Total capital expenditures $ 79,429 $ 98,396 $ 105,469
__________________
−Removed: Primarily represents intersegment sales from our Wood Products segment to our Building Materials Distribution segment.
+Added: (a) Primarily represents intersegment sales from our Wood Products segment to our Building Materials Distribution segment.
During 2020, 2019, and 2018, approximately 61 %, 60 %, and 54 %, respectively, of Wood Products' overall sales were to our Building Materials Distribution segment.
−Removed: Wood Products segment operating loss for the year ended December 31, 2018, includes pre-tax facility impairment and sales related losses of $ 35.5 million , as well as $ 57.8 million of accelerated depreciation and other curtailment costs related to the permanent curtailment of LVL production at our Roxboro, North Carolina facility.
+Added: (b) Wood Products segment operating income for the year ended December 31, 2020, includes $ 15.0 million of accelerated depreciation and $ 1.7 million of other closure-related costs due to the permanent curtailment of I-joist production at our Roxboro, North Carolina facility.
+Added: In addition, Wood Products segment operating loss for the year ended December 31, 2018, includes pre-tax facility impairment and sales related losses of $ 35.5 million, as well as $ 57.8 million of accelerated depreciation and other curtailment costs related to the permanent curtailment of LVL production at our Roxboro, North Carolina facility.
For more information, see Note 6, Curtailment of Manufacturing Facilities and Note 7, Sale of Manufacturing Facilities.
−Removed: Depreciation and amortization for Wood Products includes $ 55.0 million of accelerated depreciation to fully depreciate the curtailed LVL production assets at our Roxboro, North Carolina facility during fourth quarter 2018.
+Added: (c) Depreciation and amortization for Wood Products includes $ 15.0 million and $ 55.0 million, respectively, of accelerated depreciation to fully depreciate the curtailed I-joist and LVL production assets at our Roxboro, North Carolina facility during first quarter 2020 and fourth quarter 2018, respectively.
For more information, see Note 6, Curtailment of Manufacturing Facilities.
−Removed: Capital spending in 2019 and 2018 for Building Materials Distribution includes $ 15.7 million and $ 25.5 million , respectively, for the acquisition of wholesale building material distribution locations.
+Added: (d) Capital spending in 2019 and 2018 for Building Materials Distribution includes $ 15.7 million and $ 25.5 million , respectively, for the acquisition of wholesale building material distribution locations.
For more information, see Note 8, Acquisitions.
1 unchanged sentence
Building Materials Distribution 957,177 768,095
+Added: Corporate 403,182 289,781
+Added: Total assets $ 1,965,718 $ 1,693,351
Commitments, Legal Proceedings and Contingencies, and Guarantees
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We provide guarantees, indemnifications, and assurances to others.
−Removed: Boise Cascade Company and its subsidiaries (Boise Cascade Building Materials Distribution, L.L.C., and Boise Cascade Wood Products, L.L.C.) act as co-borrowers under our Revolving Credit Facility, ABL Term Loan, and Term Loan, described in Note 10, Debt .
+Added: Boise Cascade Company and its subsidiaries (Boise Cascade Building Materials Distribution, L.L.C., and Boise Cascade Wood Products, L.L.C.) act as co-borrowers under our Revolving Credit Facility and ABL Term Loan, described in Note 10, Debt.
Their obligations are guaranteed by each of our remaining domestic subsidiaries.
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Boise Cascade's exposure under these agreements is limited to future log purchases and the minimum lease payment requirements under the agreements.
−Removed: All surety bonds and most letters of credit supporting obligations of subsidiaries sold or liabilities assumed by Boise Inc., which became a wholly-owned subsidiary of PCA, in connection with the sale of our Paper and Packaging & Newsprint assets in 2008 have been replaced by new surety bonds or letters of credit issued without our credit support.
−Removed: The principal exception is letters of credit supporting workers' compensation obligations assumed by Boise Inc., which as a matter of state law must remain in our name even though the underlying liabilities and exposures have been assumed by Boise Inc.
−Removed: We are entitled to an indemnification from the purchaser for liabilities with respect to such letters of credit arising from workers' compensation claims assumed by Boise Inc.
−Removed: and for our costs of maintaining Boise Inc.'s share of any such letter of credit.
We enter into a wide range of indemnification arrangements in the ordinary course of business.
1 unchanged sentence
Quarterly Results of Operations (unaudited)
−Removed: First Quarter
−Removed: Second Quarter
−Removed: Third Quarter (a)
−Removed: Fourth Quarter
+Added: First Quarter (a) Second Quarter Third Quarter (b) Fourth Quarter (c)
(millions, except per-share amounts)
+Added: Net sales $ 1,170.5 $ 1,242.8 $ 1,589.3 $ 1,472.2
Income from operations $ 25.5 $ 51.8 $ 158.6 $ 99.1
+Added: Net income $ 12.2 $ 33.6 $ 103.2 $ 26.0
Net income per common share – Basic $ 0.31 $ 0.85 $ 2.62 $ 0.66
Net income per common share – Diluted $ 0.31 $ 0.85 $ 2.61 $ 0.66
−Removed: First Quarter
−Removed: Second Quarter (b)
−Removed: Third Quarter (c)
−Removed: Fourth Quarter (d)
+Added: First Quarter Second Quarter Third Quarter Fourth Quarter
(millions, except per-share amounts)
−Removed: Income (loss) from operations
−Removed: Net income (loss)
−Removed: Net income (loss) per common share – Basic
−Removed: Net income (loss) per common share – Diluted
+Added: Net sales $ 1,042.1 $ 1,230.1 $ 1,269.5 $ 1,101.7
+Added: Income from operations $ 21.7 $ 45.1 $ 44.9 $ 24.8
+Added: Net income $ 11.4 $ 27.7 $ 27.2 $ 14.6
+Added: Net income per common share – Basic $ 0.29 $ 0.71 $ 0.70 $ 0.37
+Added: Net income per common share – Diluted $ 0.29 $ 0.71 $ 0.69 $ 0.37
__________________
−Removed: Third quarter 2019 results include $ 1.3 million of pre-tax losses, or $ 0.03 per share after-tax, from a non-cash pension settlement charge as discussed in Note 12, Retirement and Benefit Plans .
−Removed: Second quarter 2018 results include $ 12.0 million of pre-tax losses, or $ 0.23 per share after-tax, from a non-cash pension settlement charge as discussed in Note 12, Retirement and Benefit Plans .
−Removed: Third quarter 2018 results include $ 11.3 million of pre-tax losses, or $ 0.21 per share after-tax, from a non-cash pension settlement charge and $ 11.0 million of pre-tax losses, or $ 0.21 per share after-tax, from impairment losses on assets held for sale in Northeast Oregon.
−Removed: For additional information, see Note 12, Retirement and Benefit Plans and Note 7, Sale of Manufacturing Facilities .
−Removed: Fourth quarter 2018 results include $ 57.8 million of pre-tax expenses, or $ 1.11 per share after-tax, for accelerated depreciation and other curtailment costs related to the permanent curtailment of LVL production at our Roxboro, North Carolina facility as discussed in Note 6, Curtailment of Manufacturing Facilities .
−Removed: Fourth quarter 2018 also includes $ 24.0 million of pre-tax losses, or $ 0.46 per share after-tax, from an impairment loss and other sale related costs on our hardwood plywood facility in Moncure, North Carolina upon being classified as held for sale, as discussed in Note 7, Sale of Manufacturing Facilities .
+Added: (a) First quarter 2020 results include $ 15.0 million and $ 1.7 million, respectively, of pre-tax accelerated depreciation and other curtailment related costs, or $ 0.32 per share after-tax, related to the permanent curtailment of I-joist production at our Roxboro, North Carolina facility, as discussed in Note 6, Curtailment of Manufacturing Facilities.
+Added: (b) Third quarter 2020 results include $ 14.0 million of pre-tax losses on extinguishment of debt, or $ 0.27 per share after-tax, as we refinanced our senior notes at a lower interest rate with an extended maturity, as discussed in Note 10, Debt.
+Added: (c) Fourth quarter 2020 results include $ 6.2 million of pre-tax losses, or $ 0.12 per share after-tax, from a non-cash pension settlement charge related to the Plan Termination, as discussed in Note 12, Retirement and Benefit Plans.
+Added: Fourth quarter 2020 results also include $ 38.8 million, or $ 0.98 per share, of incremental income tax expense related to the release of stranded tax effects upon Plan Termination, as discussed in Note 4, Income Taxes.
Report of Independent Registered Public Accounting Firm
7 unchanged sentences
Change in Accounting Principle
−Removed: As discussed in Note 3 to the consolidated financial statements, the Company has changed its method of accounting for revenue recognition as of January 1, 2018 due to the adoption of FASB Accounting Standards Update ASU No.
−Removed: 2014-09, Revenue from Contracts with Customers (Topic 606) .
As discussed in Note 11 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of FASB Accounting Standards Update ASU No.
13 unchanged sentences
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment.
+Added: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Evaluation of customer rebates payable for engineered wood products
−Removed: As discussed in Note 3 to the consolidated financial statements, the Company has recorded $49.4 million of rebates payable to third party customers as of December 31, 2019, of which $37.3 million represents payables related to engineered wood products (EWP) rebates.
−Removed: The Company provides EWP rebates at various stages of the supply chain (including distributors, retail lumberyards, and professional builders) as a means to increase sales.
+Added: Customer rebates payable for engineered wood products
+Added: As discussed in Note 3 to the consolidated financial statements, the Company records an accrual for estimated rebates payable to third parties.
+Added: The Company provides engineered wood products (EWP) rebates at various stages of the supply chain (including distributors, retail lumberyards, and homebuilders) as a means to increase sales.
EWP rebates are based on the volume of purchases (measured in dollars or units), among other factors such as customer loyalty, conversion, and commitment incentives, as well as temporary protection from price increases.
−Removed: We identified the evaluation of customer rebates payable for EWP as a critical audit matter because the rebate payable is based on a sell-through model as EWP products transition through the supply chain from the Company’s wholesale customers to distributors, retail lumberyards, and professional builders.
−Removed: Accordingly, there was a high degree of auditor judgment required in evaluating the Company’s estimate of the year-end payable for EWP customer rebates, which is inherently difficult due to the information limitations as the products transition through the supply chain.
−Removed: The primary procedures we performed to address this critical audit matter included the following.
−Removed: We tested certain internal controls over the Company’s EWP rebate process, including the Company’s controls over the evaluation of the available information related to the products as they transition through the supply chain.
+Added: As of December 31, 2020, the Company has recorded $56.3 million of rebates payable to third parties of which $40.7 million represents payables related to EWP rebates.
+Added: We identified the rebates payable for EWP as a critical audit matter.
+Added: Evaluating the Company's estimate of the year-end rebates payable for EWP, which is based on a sell-through model as EWP products transition through the supply chain, required a high degree of subjective auditor judgement.
+Added: Specifically, the estimate required significant auditor judgement because it is challenging, due to the time lag of information, to estimate sales subject to rebate as the products transition through the supply chain from the Company's wholesale distribution customers to retail lumberyards, and homebuilders.
+Added: The following are the primary procedures we performed to address this critical audit matter.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls over the customer rebates payable process.
+Added: This included controls related to the Company's process to evaluate the information used to estimate sales subject to rebate related to the products as they transition through the supply chain.
We evaluated the Company’s ability to accurately estimate its year-end EWP rebate payable in the aggregate by comparing the prior year estimate to the actual rebate payments made.
−Removed: In addition, subsequent to year end, we tested a sample of EWP customer rebates at the individual customer level by developing an independent estimate of the payable utilizing key contract terms, current year reported sales, current year payment detail, and historic sales by customer to compare to the Company’s estimate of the EWP payable required.
+Added: In addition, subsequent to year end, we tested a sample of EWP rebates at the individual entity level by developing an independent estimate of the payable utilizing key contract terms, current year reported sales and usage metrics, current year payment detail, and historic sales and usage metrics to compare to the Company’s estimate of the EWP payable required.
We have served as the Company’s auditor since 2005.
27 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.