What changed in this filing

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Item 1. Financial Statements

2021-11-01 compared with 2021-08-02 · 91 added, 72 removed, 537 unchanged (23% of the section changed)

3 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

2021 2020 2021 2020

15 unchanged sentences

Change in fair value of interest rate swaps 59 147 1,058 ( 2,681 )

Loss on extinguishment of debt — ( 13,968 ) — ( 13,968 )

( 6,529 ) ( 20,747 ) ( 17,379 ) ( 36,937 )

13 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

2021 2020 2021 2020

10 unchanged sentences

Consolidated Balance Sheets

September 30,

2021 December 31,

19 unchanged sentences

Consolidated Balance Sheets (continued)

September 30,

2021 December 31,

8 unchanged sentences

Interest payable 5,004 8,477

Dividends payable 78,662 —

Other 162,975 80,172

23 unchanged sentences

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

Cash provided by (used for) operations

8 unchanged sentences

Other 928 205

Loss on extinguishment of debt — 13,968

Decrease (increase) in working capital

14 unchanged sentences

Payments of long-term debt, including revolving credit facility ( 28,000 ) ( 405,774 )

Payments of deferred financing costs — ( 6,222 )

Dividends paid on common stock ( 90,969 ) ( 12,553 )

28 unchanged sentences

Balance at June 30, 2021 44,698 $ 447 5,367 $ ( 138,909 ) $ 538,841 $ ( 1,085 ) $ 816,416 $ 1,215,710

Net income 91,699 91,699

Other comprehensive loss ( 3 ) ( 3 )

Stock-based compensation 2,181 2,181

Common stock dividends ($ 0.10 per share)

( 3,982 ) ( 3,982 )

Balance at September 30, 2021 44,698 $ 447 5,367 $ ( 138,909 ) $ 541,022 $ ( 1,088 ) $ 904,133 $ 1,305,605

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

20 unchanged sentences

Balance at June 30, 2020 44,564 $ 446 5,367 $ ( 138,909 ) $ 533,406 $ ( 49,883 ) $ 394,648 $ 739,708

Net income 103,192 103,192

Other comprehensive income 151 151

Common stock issued 4 — —

Stock-based compensation 2,494 2,494

Common stock dividends ($ 1.70 per share)

( 67,534 ) ( 67,534 )

Proceeds from exercise of stock options 125 125

Balance at September 30, 2020 44,568 $ 446 5,367 $ ( 138,909 ) $ 536,025 $ ( 49,732 ) $ 430,306 $ 778,136

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

4 unchanged sentences

As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries.

We are one of the largest producers of engineered wood products (EWP) and plywood in North America and a leading United States (U.S.) wholesale distributor of building products.

We are one of the largest producers of engineered wood products (EWP) and plywood in North America and a leading United States wholesale distributor of building products.

We operate our business using two reportable segments:

7 unchanged sentences

Quarterly results are not necessarily indicative of results that may be expected for the full year.

These condensed notes to unaudited quarterly consolidated financial statements should be read in conjunction with our 2020 Form 10-K and the other reports we file with the Securities and Exchange Commission (SEC).

Summary of Significant Accounting Policies

10 unchanged sentences

assumptions used in retirement, medical, and workers' compensation benefits;

assumptions used in the determination of right-of-use assets and related lease liabilities;

assumptions used in the determination of right-of-use (ROU) assets and related lease liabilities;

stock-based compensation;

14 unchanged sentences

In our Wood Products segment, we view our shipping and handling costs as a cost of the manufacturing process and the movement of product to our end customers.

For our Building Materials Distribution segment, costs related to shipping and handling of $ 49.7 million and $ 44.2 million, for the three months ended June 30, 2021 and 2020, respectively, and $ 96.2 million and $ 84.9 million for the six months ended June 30, 2021 and 2020, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations.

In our Building Materials Distribution segment, our activities relate to the purchase and resale of finished product, and excluding shipping and handling costs from “Materials, labor, and other operating expenses (excluding depreciation)” provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions.

For our BMD segment, costs related to shipping and handling of $ 48.3 million and $ 49.2 million, for the three months ended September 30, 2021 and 2020, respectively, and $ 144.5 million and $ 134.1 million for the nine months ended September 30, 2021 and 2020, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations.

In our BMD segment, our activities relate to the purchase and resale of finished product, and excluding shipping and handling costs from “Materials, labor, and other operating expenses (excluding depreciation)” provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions.

Customer Rebates and Allowances

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.

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, as well as temporary protection from price increases.

We provide the rebates to increase the sell-through of our products.

Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At June 30, 2021, and December 31, 2020, we had $ 93.1 million and $ 56.3 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At September 30, 2021, and December 31, 2020, we had $ 131.5 million and $ 56.3 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

We adjust our estimate of revenue at the earlier of when the probability of rebates paid changes or when the amounts become fixed.

2 unchanged sentences

We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs.

At June 30, 2021, and December 31, 2020, we had $ 11.6 million and $ 9.9 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets.

At September 30, 2021, and December 31, 2020, we had $ 12.3 million and $ 9.9 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets.

Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product.

3 unchanged sentences

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.

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.

Substantially all of these lease agreements have fixed payment terms based on the passage of time and are recorded in our BMD segment.

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.

2 unchanged sentences

Our lease agreements do not contain any residual value guarantees.

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.

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.

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.

11 unchanged sentences

Inventories included the following (work in process is not material):

September 30,

2021 December 31,

5 unchanged sentences

Property and equipment consisted of the following asset classes:

September 30,

2021 December 31,

16 unchanged sentences

Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds.

As of June 30, 2021, and December 31, 2020, we held $ 585.5 million and $ 371.8 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs.

As of September 30, 2021, and December 31, 2020, we held $ 710.7 million and $ 371.8 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs.

The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature.

At June 30, 2021, and December 31, 2020, the book value of our fixed-rate debt for each period was $ 400.0 million, and the fair value was estimated to be $ 423.5 million and $ 432.0 million, respectively.

At September 30, 2021, and December 31, 2020, the book value of our fixed-rate debt for each period was $ 400.0 million, and the fair value was estimated to be $ 428.0 million and $ 432.0 million, respectively.

The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt.

5 unchanged sentences

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.

At June 30, 2021, we had $ 50.0 million of variable-rate debt outstanding based on one-month LIBOR.

At September 30, 2021, we had $ 50.0 million of variable-rate debt outstanding based on one-month LIBOR .

Our objective is to limit the variability of interest payments on our debt.

2 unchanged sentences

We do not speculate using derivative instruments.

At June 30, 2021, we had two interest rate swap agreements.

At September 30, 2021, we had two interest rate swap agreements.

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.

3 unchanged sentences

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.

At June 30, 2021, we recorded a long-term asset of $ 0.7 million in "Other assets" on our Consolidated Balance Sheets, and we also recorded a long-term liability of $ 0.3 million in "Other long-term liabilities" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements.

At September 30, 2021, we recorded a long-term asset of $ 0.7 million in "Other assets" on our Consolidated Balance Sheets, and we also recorded a long-term liability of $ 0.2 million in "Other long-term liabilities" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements.

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.

3 unchanged sentences

In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations.

At June 30, 2021, receivables from two customers accounted for approximately 18 % and 10 % of total receivables.

At September 30, 2021, receivables from two customers accounted for approximately 19 % and 12 % of total receivables.

At December 31, 2020, receivables from these two customers accounted for approximately 13 % and 12 % of total receivables.

9 unchanged sentences

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.

For the three and six months ended June 30, 2021, we recorded $ 101.0 million and $ 152.5 million, respectively, of income tax expense and had an effective rate of 25.0 % and 25.2 %, respectively.

During the three and six months ended June 30, 2021, the primary reason for the difference between the federal statutory income tax rate of 21 % and the effective tax rate was the effect of state taxes.

For the three and six months ended June 30, 2020, we recorded $ 11.3 million and $ 15.3 million, respectively, of income tax expense and had an effective rate of 25.2 % and 25.1 %, respectively.

During the three and six months ended June 30, 2020, the primary reason for the difference between the federal statutory income tax rate of 21 % and the effective tax rate was the effect of state taxes.

During the six months ended June 30, 2021 and 2020, cash paid for taxes, net of refunds received, were $ 155.5 million and $ 8.9 million, respectively.

For the three and nine months ended September 30, 2021, we recorded $ 31.2 million and $ 183.6 million, respectively, of income tax expense and had an effective rate of 25.4 % and 25.3 %, respectively.

For the three and nine months ended September 30, 2020, we recorded $ 34.6 million and $ 50.0 million, respectively, of income tax expense and had an effective rate of 25.1 % in both periods.

For all periods, the primary reason for the difference between the federal statutory income tax rate of 21 % and the effective tax rate was the effect of state taxes.

During the nine months ended September 30, 2021 and 2020, cash paid for taxes, net of refunds received, were $ 203.5 million and $ 35.3 million, respectively.

Net Income Per Common Share

6 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

2021 2020 2021 2020

6 unchanged sentences

Net income per common share - Diluted $ 2.31 $ 2.61 $ 13.71 $ 3.78

The computation of the dilutive effect of other potential common shares excludes stock awards representing no shares and 0.1 million shares of common stock, respectively, in the three months ended June 30, 2021 and 2020, and 0.2 million and 0.1 million shares of common stock, respectively, in the six months ended June 30, 2021 and 2020.

The computation of the dilutive effect of other potential common shares excludes stock awards representing no shares of common stock in both the three months ended September 30, 2021 and 2020, and 0.1 million and 0.2 million shares of common stock, respectively, in the nine months ended September 30, 2021 and 2020.

Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

4 unchanged sentences

Long-term debt consisted of the following:

September 30,

2021 December 31,

13 unchanged sentences

The Amended Agreement also contains a requirement that we meet a 1 :1 fixed-charge coverage ratio (FCCR), applicable only if Availability falls below 10 % of the aggregate revolving lending commitments (or $ 35 million).

Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Amended Agreement, and Availability at June 30, 2021, was $ 345.3 million.

Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Amended Agreement, and Availability at September 30, 2021, was $ 345.3 million.

The Amended 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 Amended Agreement, and (ii) pro forma Excess Availability (as defined in the Amended Agreement) is equal to or exceeds 25 % of the aggregate Revolver Commitments (as defined in the Amended Agreement) or (iii) (x) pro forma Excess Availability is equal to or exceeds 15 % of the aggregate Revolver Commitment and (y) our fixed-charge coverage ratio is greater than or equal to 1 :1 on a pro forma basis.

4 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.

At both June 30, 2021, and December 31, 2020, we had no borrowings outstanding under the Revolving Credit Facility and $ 4.7 million and $ 4.8 million, respectively, of letters of credit outstanding.

At both September 30, 2021, and December 31, 2020, we had no borrowings outstanding under the Revolving Credit Facility and $ 4.7 million and $ 4.8 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.

During the six months ended June 30, 2021, the minimum and maximum borrowings under the Revolving Credit Facility were zero and $ 28.0 million, respectively, and the average interest rate on borrowings was approximately 1.37 %.

During the nine months ended September 30, 2021, the minimum and maximum borrowings under the Revolving Credit Facility were zero and $ 28.0 million, respectively, and the average interest rate on borrowings was approximately 1.37 %.

ABL Term Loan

3 unchanged sentences

Interest rates under the ABL Term Loan are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.75 % to 2.00 % for LIBOR rate loans and from 0.75 % to 1.00 % for base rate loans, both dependent on the amount of Average Excess Availability (as defined in the Amended Agreement).

During the six months ended June 30, 2021, the average interest rate on the ABL Term Loan was approximately 1.86 %.

During the nine months ended September 30, 2021, the average interest rate on the ABL Term Loan was approximately 1.85 %.

We have received and expect to continue receiving patronage credits under the ABL Term Loan.

2 unchanged sentences

Patronage credits are recorded as a reduction to interest expense in the year earned.

After giving effect to expected patronage distributions, the effective average net interest rate on the ABL Term Loan was approximately 0.9 % during the six months ended June 30, 2021.

After giving effect to expected patronage distributions, the effective average net interest rate on the ABL Term Loan was approximately 0.9 % during the nine months ended September 30, 2021.

On July 27, 2020, we issued $ 400 million of 4.875 % senior notes due July 1, 2030 (2030 Notes) through a private placement that was exempt from the registration requirements of the Securities Act.

17 unchanged sentences

Cash Paid for Interest

For the six months ended June 30, 2021 and 2020, cash payments for interest were $ 9.6 million and $ 11.5 million, respectively.

For the nine months ended September 30, 2021 and 2020, cash payments for interest were $ 20.4 million and $ 21.2 million, respectively.

The components of lease expense were as follows:

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

2021 2020 2021 2020

9 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Six Months Ended

Nine Months Ended

Cash paid for amounts included in the measurement of lease liabilities

6 unchanged sentences

Other information related to leases was as follows:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Weighted-average remaining lease term (years)

4 unchanged sentences

Finance leases 7.7 % 7.7 %

As of June 30, 2021, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

As of September 30, 2021, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

Operating Leases Finance Leases

10 unchanged sentences

Long-term lease obligations $ 57,468 $ 30,263

As of June 30, 2021, the minimum lease payment amount for leases signed but not yet commenced was $ 7.3 million.

Retirement and Benefit Plans

1 unchanged sentence

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

2021 2020 2021 2020

6 unchanged sentences

Service cost is recorded in the same income statement line items as other employee compensation costs arising from services rendered, and the other components of net periodic benefit expense are recorded in "Pension expense (excluding service costs)" in our Consolidated Statements of Operations.

During the six months ended June 30, 2021, we paid $ 0.2 million in cash to the nonqualified pension plan participants.

During the nine months ended September 30, 2021, we paid $ 0.2 million in cash to the nonqualified pension plan participants.

For the remainder of 2021, we expect to make approximately $ 0.1 million in cash payments to our nonqualified pension plan participants.

3 unchanged sentences

PSU and RSU Awards

During the six months ended June 30, 2021, we granted 73,265 PSUs to our officers and other employees, subject to performance and service conditions.

During the nine months ended September 30, 2021, we granted 73,265 PSUs to our officers and other employees, subject to performance and service conditions.

For the officers, the number of shares actually awarded will range from 0 % and 200 % of the target amount, depending upon Boise Cascade's 2021 return on invested capital (ROIC), as approved by our Compensation Committee in accordance with the related grant agreement.

1 unchanged sentence

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.

During the six months ended June 30, 2020, we granted 94,850 PSUs to our officers and other employees, subject to performance and service conditions.

During the nine months ended September 30, 2020, we granted 94,850 PSUs to our officers and other employees, subject to performance and service conditions.

During the 2020 performance period, officers and other employees both earned 200 % of the target based on Boise Cascade’s 2020 ROIC and EBITDA, determined by our Compensation Committee in accordance with the related grant agreement.

The PSUs granted to officers generally vest in a single installment three years from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date.

During the six months ended June 30, 2021 and 2020, we granted an aggregate of 99,588 and 125,716 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

During the nine months ended September 30, 2021 and 2020, we granted an aggregate of 101,059 and 125,716 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

The RSUs granted to officers and other employees vest in three equal tranches each year after the grant date.

1 unchanged sentence

We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date.

During the six months ended June 30, 2021 and 2020, the total fair value of PSUs and RSUs vested was $ 9.2 million and $ 11.1 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the six months ended June 30, 2021:

During the nine months ended September 30, 2021 and 2020, the total fair value of PSUs and RSUs vested was $ 9.2 million and $ 11.1 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the nine months ended September 30, 2021:

Number of shares Weighted Average Grant-Date Fair Value Number of shares Weighted Average Grant-Date Fair Value

4 unchanged sentences

Forfeited ( 50,022 ) 37.43 ( 46,325 ) 34.07

Outstanding, June 30, 2021 246,973 $ 39.54 160,592 $ 45.06

Outstanding, September 30, 2021 246,210 $ 39.50 161,300 $ 45.08

_______________________________

(a) Represents additional PSUs granted during the six months ended June 30, 2021, related to the 2020 performance condition adjustment described above.

(a) Represents additional PSUs granted during the nine months ended September 30, 2021, related to the 2020 performance condition adjustment described above.

Compensation Expense

5 unchanged sentences

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

2021 2020 2021 2020

2 unchanged sentences

Total $ 2,181 $ 2,494 $ 5,684 $ 5,839

The related tax benefit for the six months ended June 30, 2021 and 2020, was $ 0.9 million and $ 0.8 million respectively.

As of June 30, 2021, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 14.9 million.

The related tax benefit for the nine months ended September 30, 2021 and 2020, was $ 1.4 million and $ 1.5 million respectively.

As of September 30, 2021, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 12.7 million.

This expense is expected to be recognized over a weighted-average period of 1.9 years.

1 unchanged sentence

On November 14, 2017, we announced that our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock.

For more information regarding our dividend declarations and payments made during each of the six months ended June 30, 2021 and 2020, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

On June 28, 2021 , our board of directors declared a supplemental dividend of $ 2.00 per share on our common stock, payable on July 30, 2021 , to stockholders of record on July 15, 2021 .

At June 30, 2021, we accrued $ 78.7 million in "Dividends payable" on our Consolidated Balance Sheets, representing our supplemental dividend declaration.

On July 29, 2021 , our board of directors declared a quarterly dividend of $ 0.10 per share on our common stock, payable on September 15, 2021 , to stockholders of record on September 1, 2021 .

For more information regarding our dividend declarations and payments made during each of the nine months ended September 30, 2021 and 2020, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

On October 28, 2021 , our board of directors declared a quarterly dividend of $ 0.12 per share on our common stock, as well as a supplemental dividend of $ 3.00 per share on our common stock, both payable on December 15, 2021 , to stockholders of record on December 1, 2021 .

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 6, Debt.

Future 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 facility and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.

operations and earnings, general financial condition, contractual obligations, restrictions imposed by our asset-based credit facility and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.

Accumulated Other Comprehensive Loss

The following table details the changes in accumulated other comprehensive loss for the three and six months ended June 30, 2021 and 2020:

The following table details the changes in accumulated other comprehensive loss for the three and nine months ended September 30, 2021 and 2020:

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

2021 2020 2021 2020

15 unchanged sentences

Accordingly, we do not consolidate LTP's results in our financial statements.

Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $ 3.4 million and $ 2.5 million, respectively, during the three months ended June 30, 2021 and 2020, and $ 6.7 million and $ 6.8 million, respectively, during the six months ended June 30, 2021 and 2020.

Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $ 3.6 million and $ 2.8 million, respectively, during the three months ended September 30, 2021 and 2020, and $ 10.2 million and $ 9.5 million, respectively, during the nine months ended September 30, 2021 and 2020.

These sales are recorded in "Sales" in our Consolidated Statements of Operations.

Costs and Expenses

Related-party wood fiber purchases from LTP were $ 20.7 million and $ 13.8 million, respectively, during the three months ended June 30, 2021 and 2020, and $ 41.0 million and $ 36.4 million, respectively, during the six months ended June 30, 2021 and 2020.

Related-party wood fiber purchases from LTP were $ 22.3 million and $ 15.6 million, respectively, during the three months ended September 30, 2021 and 2020, and $ 63.3 million and $ 52.0 million, respectively, during the nine months ended September 30, 2021 and 2020.

These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.

1 unchanged sentence

We operate our business using two reportable segments:

Wood Products and Building Materials Distribution.

Wood Products and BMD.

Unallocated corporate costs are presented as reconciling items to arrive at operating income.

1 unchanged sentence

Financial Statements and Supplementary Data" in our 2020 Form 10-K.

Wood Products and Building Materials Distribution segment sales to external customers, including related parties, by product line are as follows:

Wood Products and BMD segment sales to external customers, including related parties, by product line are as follows:

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

2021 2020 2021 2020

Wood Products (a)

LVL $ 3.7 $ 5.3 $ 9.7 $ 11.3

I-joists 3.1 2.6 7.9 7.1

Other engineered wood products 12.6 5.2 23.2 11.6

LVL (b) $ ( 5.1 ) $ 4.3 $ 4.6 $ 15.6

I-joists (b) ( 9.3 ) 3.3 ( 1.4 ) 10.4

Other engineered wood products (b) 9.6 5.6 32.8 17.2

Plywood and veneer 119.2 105.1 443.2 234.2

11 unchanged sentences

(a) Amounts represent sales to external customers.

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).

For the six months ended June 30, 2021 and 2020, approximately 78 % and 80 %, respectively, of Wood Products' EWP sales volumes were to our Building Materials Distribution segment.

Sales are calculated after intersegment sales eliminations to our BMD segment.

(b) Sales of EWP to external customers are net of the cost of all EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, retail lumberyards, and professional builders).

For the nine months ended September 30, 2021 and 2020, approximately 78 % and 80 %, respectively, of Wood Products' EWP sales volumes were to our BMD segment.

An analysis of our operations by segment is as follows:

Three Months Ended

June 30 Six Months Ended

September 30 Nine Months Ended

2021 2020 2021 2020

11 unchanged sentences

___________________________________

(a) Primarily represents intersegment sales from our Wood Products segment to our Building Materials Distribution segment.

(b) Wood Products segment operating income for the six months ended June 30, 2020, included $ 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.

(a) Primarily represents intersegment sales from our Wood Products segment to our BMD segment.

(b) Wood Products segment operating income for the nine months ended September 30, 2020, included $ 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.

For more information, see Note 5, Curtailment of Manufacturing Facility.

3 unchanged sentences

In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business.

As of June 30, 2021, there have been no material changes to the above commitments disclosed in the 2020 Form 10-K.

As of September 30, 2021, there have been no material changes to the above commitments disclosed in the 2020 Form 10-K.

Legal Proceedings and Contingencies

4 unchanged sentences

Financial Statements and Supplementary Data" in our 2020 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make.

As of June 30, 2021, there have been no material changes to the guarantees disclosed in the 2020 Form 10-K.

As of September 30, 2021, there have been no material changes to the guarantees disclosed in the 2020 Form 10-K.

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.

What changed 10-Q

Item 1. Financial Statements