What changed in this filing

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Item 1. Financial Statements

2025-05-05 compared with 2024-11-04 · 125 added, 186 removed, 505 unchanged (38% of the section changed)

3 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

2024 2023 2024 2023

(thousands, except per-share data)

8 unchanged sentences

Income from operations 54,519 132,982

Foreign currency exchange gain (loss) 300 ( 602 ) ( 103 ) ( 355 )

Foreign currency exchange loss — ( 299 )

Pension expense (excluding service costs) ( 33 ) ( 37 )

17 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

2024 2023 2024 2023

Net income $ 40,348 $ 104,124

7 unchanged sentences

Consolidated Balance Sheets

September 30,

2025 December 31,

19 unchanged sentences

Consolidated Balance Sheets (continued)

September 30,

2025 December 31,

6 unchanged sentences

Compensation and benefits 71,187 127,415

Income taxes payable 5,469 —

Interest payable 5,072 9,957

1 unchanged sentence

Total current liabilities 702,459 564,016

Long-term debt 445,945 445,280

Long-term debt, net 446,389 446,167

Compensation and benefits 39,016 42,006

20 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended

Three Months Ended

Cash provided by (used for) operations

14 unchanged sentences

Other 1,034 618

Net cash provided by operations 343,752 521,129

Net cash provided by (used for) operations ( 28,476 ) 27,462

Cash provided by (used for) investment

9 unchanged sentences

Net cash used for financing ( 70,778 ) ( 49,631 )

Net increase (decrease) in cash and cash equivalents ( 187,975 ) 274,619

Net decrease in cash and cash equivalents ( 151,479 ) ( 59,327 )

Balance at beginning of the period 713,260 949,574

16 unchanged sentences

Balance at March 31, 2025 45,248 $ 452 7,439 $ ( 396,284 ) $ 562,859 $ ( 454 ) $ 1,960,504 $ 2,127,077

Net income 112,292 112,292

Other comprehensive income 7 7

Common stock issued 3 — —

Treasury stock purchased 472 ( 61,887 ) ( 61,887 )

Stock-based compensation 3,818 3,818

Common stock dividends ($ 0.20 per share)

( 7,680 ) ( 7,680 )

Tax withholding payments on stock-based awards ( 160 ) ( 160 )

Other ( 615 ) ( 1 ) ( 616 )

Balance at June 30, 2024 45,130 $ 451 6,121 $ ( 234,879 ) $ 557,478 $ ( 502 ) $ 1,980,428 $ 2,302,976

Net income 91,038 91,038

Other comprehensive income 7 7

Treasury stock purchased 554 ( 69,651 ) ( 69,651 )

Stock-based compensation 3,745 3,745

Common stock dividends ($ 5.21 per share)

( 203,985 ) ( 203,985 )

Other ( 697 ) ( 697 )

Balance at September 30, 2024 45,130 $ 451 6,675 $ ( 305,227 ) $ 561,223 $ ( 495 ) $ 1,867,481 $ 2,123,433

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

14 unchanged sentences

Balance at March 31, 2024 45,127 $ 451 5,649 $ ( 172,377 ) $ 553,821 $ ( 509 ) $ 1,875,816 $ 2,257,202

Net income 146,320 146,320

Other comprehensive income 7 7

Treasury stock purchased 1 ( 57 ) ( 57 )

Stock-based compensation 4,194 4,194

Common stock dividends ($ 3.15 per share)

( 126,460 ) ( 126,460 )

Balance at June 30, 2023 44,983 $ 450 5,393 $ ( 140,448 ) $ 552,805 $ ( 507 ) $ 1,756,224 $ 2,168,524

Net income 143,068 143,068

Other comprehensive income 6 6

Stock-based compensation 4,000 4,000

Common stock dividends ($ 0.20 per share)

( 8,003 ) ( 8,003 )

Balance at September 30, 2023 44,983 $ 450 5,393 $ ( 140,448 ) $ 556,805 $ ( 501 ) $ 1,891,289 $ 2,307,595

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

44 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 BMD segment, costs related to shipping and handling of $ 67.7 million and $ 61.6 million for the three months ended September 30, 2024 and 2023, respectively, and $ 191.2 million and $ 175.4 million for the nine months ended September 30, 2024 and 2023, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations.

For our BMD segment, costs related to shipping and handling of $ 60.2 million and $ 59.0 million for the three months ended March 31, 2025 and 2024, 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 products, 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.

2 unchanged sentences

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 September 30, 2024 and December 31, 2023, we had $ 96.3 million and $ 87.9 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 March 31, 2025 and December 31, 2024, we had $ 66.5 million and $ 91.4 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

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 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 September 30, 2024 and December 31, 2023, we had $ 13.3 million and $ 17.4 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets.

At March 31, 2025 and December 31, 2024, we had $ 18.4 million and $ 17.7 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.

Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.

We primarily lease land, building, and equipment under operating and finance leases.

We primarily lease land, buildings, and equipment under operating and finance leases.

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.

18 unchanged sentences

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

September 30,

2025 December 31,

5 unchanged sentences

Property and equipment consisted of the following asset classes:

September 30,

2025 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 September 30, 2024 and December 31, 2023, we held $ 721.2 million and $ 899.4 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs.

As of March 31, 2025 and December 31, 2024, we held $ 534.8 million and $ 679.5 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 September 30, 2024 and December 31, 2023, the book value of our fixed-rate debt for each period was $ 400.0 million, and the fair value was estimated to be $ 385.0 million and $ 374.5 million, respectively.

At March 31, 2025 and December 31, 2024, the book value of our fixed-rate debt for each period was $ 400.0 million, and the fair value was estimated to be $ 377.0 million for each period.

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 SOFR on our term loan and when we have loan amounts outstanding on our Revolving Credit Facility.

At September 30, 2024, we had $ 50.0 million of variable-rate debt outstanding based on one-month term SOFR.

At March 31, 2025, we had $ 50.0 million of variable-rate debt outstanding based on one-month term SOFR.

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

2 unchanged sentences

We do not speculate using derivative instruments.

At September 30, 2024, we had one interest rate swap agreement.

At March 31, 2025, we had one interest rate swap agreement.

Under the interest rate swap, we receive one-month SOFR plus a spread adjustment of 0.10 % variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $ 50.0 million of variable rate debt exposure.

1 unchanged sentence

The interest rate swap agreement was not designated as a cash flow hedge, 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 September 30, 2024 we recorded a current asset of $ 1.4 million in "Prepaid expenses and other" on our Consolidated Balance Sheet.

At December 31, 2023, we recorded a long-term asset of $ 3.0 million in "Other assets" on our Consolidated Balance Sheet.

These assets represent the fair value of the interest rate swap agreement.

At March 31, 2025 and December 31, 2024, the fair value of the interest rate swap agreement was immaterial.

The swap was valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).

2 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 September 30, 2024, receivables from two customers accounted for approximately 17 % and 12 % of total receivables.

At March 31, 2025, receivables from two customers accounted for approximately 17 % and 10 % of total receivables.

At December 31, 2024, receivables from these two customers accounted for approximately 19 % and 11 % of total receivables.

1 unchanged sentence

New and Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which enhances disclosures about significant segment expenses.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires additional income tax disclosures, primarily related to the rate reconciliation and income taxes paid.

The amendments in this ASU are effective for annual periods beginning after December 15, 2024 on a prospective basis.

Early adoption is permitted.

We are currently evaluating the impact of this ASU on the disclosures related to our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid.

The amendments in this ASU are effective for annual periods beginning after December 15, 2024 on a prospective basis.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

The ASU requires disclosure of specified costs and expenses in the notes to financial statements, including purchases of inventory, employee compensation, depreciation and amortization.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

1 unchanged sentence

There were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements and associated disclosures.

Reclassifications

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

For the three and nine months ended September 30, 2024, we recorded $ 29.8 million and $ 101.1 million, respectively, of income tax expense and had an effective rate of 24.7 % and 24.8 %, respectively.

For the three and nine months ended September 30, 2023, we recorded $ 49.0 million and $ 131.7 million, respectively, of income tax expense and had an effective rate of 25.5 % and 25.4 %, respectively.

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, 2024 and 2023, cash paid for taxes, net of refunds received, were $ 90.0 million and $ 103.7 million, respectively.

For the three months ended March 31, 2025 and 2024, we recorded $ 13.8 million and $ 32.8 million, respectively, of income tax expense and had an effective rate of 25.5 % and 24.0 %, respectively.

For both 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 three months ended March 31, 2025 and 2024, cash paid for taxes, net of refunds received, were $ 1.5 million and $ 1.9 million, respectively.

Net Income Per Common Share

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period.

Weighted average common shares outstanding for the basic net income per common share calculation includes certain vested restricted stock units (RSUs) and performance stock units (PSUs) as there are no conditions under which those shares will not be issued.

Diluted net income per common share is computed by dividing net income by the combination of the weighted average number of common shares outstanding during the period and other potentially dilutive weighted average common shares.

Other potentially dilutive weighted average common shares include the dilutive effect of RSUs and PSUs for each period using the treasury stock method.

Other potentially dilutive weighted average common shares include the dilutive effect of restricted stock units and performance stock units for each period using the treasury stock method.

Under the treasury stock method, the exercise price of a share and the amount of compensation expense, if any, for future service that has not yet been recognized are assumed to be used to repurchase shares in the current period.

1 unchanged sentence

Three Months Ended

September 30 Nine Months Ended

2024 2023 2024 2023

(thousands, except per-share data)

5 unchanged sentences

Net income per common share - Diluted $ 1.06 $ 2.61

The computation of the dilutive effect of other potential common shares excludes stock awards representing an insignificant number of shares of common stock in both the three months ended September 30, 2024 and 2023, and 0.1 million shares of common stock and an insignificant number of shares of common stock in the nine months ended September 30, 2024 and 2023, respectively.

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

We account for acquisition transactions in accordance with ASC 805, Business Combinations .

Accordingly, the results of operations of the acquiree are included in our consolidated financial statements from the acquisition date.

The consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with any excess recorded as goodwill.

Transaction-related costs are expensed in the period the costs are incurred.

During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill.

On August 5, 2024, our wholly-owned subsidiary, Boise Cascade Building Materials Distribution L.L.C.

(BMD), acquired assets of a door and millwork operation in Boise, Idaho.

The purchase price of the acquisition was $ 3.5 million, inclusive of a $ 1.3 million contingent liability reflecting the acquisition date fair value of earn-out payments.

We paid $ 2.2 million at the acquisition date and funded the acquisition and related costs with cash on hand.

Brockway-Smith Company (BROSCO) Acquisition

On October 2, 2023, our wholly-owned subsidiary, BMD, completed the acquisition of BROSCO, a wholesale distributor specializing in doors and millwork, pursuant to the Agreement and Plan of Merger, dated August 22, 2023 (Merger Agreement), by and among BMD, Firepit Merger Sub, Inc., a wholly-owned subsidiary of BMD (the Merger Sub), BROSCO and the representative of the BROSCO stockholders.

On the terms and subject to the conditions set forth in the Merger Agreement, on October 2, 2023, Merger Sub merged with and into BROSCO, with BROSCO surviving the merger as a wholly-owned subsidiary of BMD (the BROSCO Acquisition).

The purchase price of the BROSCO Acquisition was $ 166.2 million, net of cash acquired, and inclusive of a post-transaction closing adjustment of $ 3.4 million based upon working capital and indebtedness as defined in the Merger Agreement.

We funded the BROSCO Acquisition and related costs with cash on hand.

The following table summarizes the final allocations of the BROSCO Acquisition purchase price consideration to the assets acquired and liabilities assumed based upon their respective estimated fair values at the date of acquisition:

Acquisition Date Fair Value

Cash and cash equivalents $ 4,009

Accounts receivable 19,688

Inventories 36,000

Other current assets 159

Property and equipment 57,331

Other assets 508

Intangible assets:

Trade name 18,000

Customer relationships 29,000

Goodwill 32,296

Assets acquired 196,991

Accounts payable 2,144

Accrued liabilities 4,078

Deferred tax liabilities 20,121

Other long-term liabilities 478

Liabilities assumed 26,821

Net assets acquired $ 170,170

Consideration paid, net of cash acquired $ 166,161

Pro Forma Financial Information

The following pro forma financial information presents the combined results of operations as if the BROSCO facilities had been combined with us on January 1, 2022.

The pro forma results are intended for information purposes only and do not purport to represent what the combined companies' results of operations would actually have been had the related transaction in fact occurred on January 1, 2022.

They also do not reflect any cost savings, operating synergies, or revenue enhancements that we may achieve or the costs necessary to achieve these cost savings, operating synergies, revenue enhancements, or integration efforts.

Three Months Ended

September 30, 2023 Nine Months Ended

September 30, 2023

(unaudited, thousands)

Sales $ 1,881,799 $ 5,341,208

Net income $ 145,153 $ 397,346

Goodwill and Intangible Assets

1 unchanged sentence

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

Balance at December 31, 2023 $ 44,088 $ 126,166 $ 170,254

Additions (a) 1,691 — 1,691

Balance at September 30, 2024 $ 45,779 $ 126,166 $ 171,945

_______________________________

(a) Represents goodwill related to acquired assets of a door and millwork operation in Boise, Idaho.

For additional information, see Note 5, Acquisitions.

At September 30, 2024 and December 31, 2023, intangible assets represented the values assigned to trade names and trademarks and customer relationships.

Balance at December 31, 2024 and March 31, 2025 $ 45,779 $ 126,166 $ 171,945

At March 31, 2025 and December 31, 2024, intangible assets represented the values assigned to trade names and trademarks and customer relationships.

We maintain trademarks for our manufactured wood products, particularly EWP.

1 unchanged sentence

These trade names and trademarks have indefinite lives, are not amortized, and have a carrying amount of $ 8.9 million.

For the three months ended September 30, 2024 and 2023 we recognized $ 5.0 million and $ 4.2 million, respectively, of amortization expense for intangible assets.

For the nine months ended September 30, 2024 and 2023 we recognized $ 14.8 million and $ 12.8 million, respectively, of amortization expense for intangible assets.

In addition, we have acquired trade names and customer relationships through acquisitions, which are amortized over their useful life.

For the three months ended March 31, 2025 and 2024 we recognized $ 5.1 million and $ 4.9 million, respectively, of amortization expense for intangible assets.

Intangible assets consisted of the following:

September 30, 2024

March 31, 2025

Gross Carrying

12 unchanged sentences

Long-term debt consisted of the following:

September 30,

2025 December 31,

6 unchanged sentences

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, (the Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders.

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, (the Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders.

The Amended Agreement includes a $ 400 million senior secured asset-based revolving credit facility (Revolving Credit Facility) and a $ 50.0 million term loan (ABL Term Loan) maturing on the earlier of (a) September 9, 2027 and (b) 90 days prior to the maturity of our $ 400 million of 4.875 % senior notes due July 1, 2030 (or the maturity date of any permitted refinancing indebtedness or permitted upsized refinancing indebtedness in respect thereof).

Interest on borrowings under our Revolving Credit Facility and ABL Term Loan are payable monthly.

Interest on borrowings under our Revolving Credit Facility and ABL Term Loan is payable monthly.

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).

3 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 the greater of (a) 10 % of the Line Cap (as defined in the Amended Agreement) and (b) $ 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 September 30, 2024 was $ 395.7 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 March 31, 2025 was $ 395.7 million.

The Amended Agreement permits us to pay dividends only if at the time of payment (a) no default has occurred or is continuing (or would result from such payment) under the Amended Agreement, and (b) either (i) pro forma Excess Availability (as defined in the Amended Agreement) is equal to or exceeds the greater of (x) 20 % of the Line Cap and (y) $ 75 million or (ii) (x) pro forma Excess Availability is equal to or exceeds the greater of (1) 15 % of Line Cap and (2) $ 55 million and (y) our fixed-charge coverage ratio is greater than or equal to 1 :1 on a pro forma basis.

5 unchanged sentences

In addition, we are required to pay an unused commitment fee at a rate of 0.20 % per annum of the average unused portion of the lending commitments.

At both September 30, 2024 and December 31, 2023, we had no borrowings outstanding under the Revolving Credit Facility and $ 4.3 million and $ 4.1 million, respectively, of letters of credit outstanding.

At both March 31, 2025 and December 31, 2024, we had no borrowings outstanding under the Revolving Credit Facility and $ 4.3 million of letters of credit outstanding.

These letters of credit and borrowings, if any, reduce Availability under the Revolving Credit Facility by an equivalent amount.

5 unchanged sentences

Both SOFR options include an additional credit spread adjustment of 0.10 %.

During the nine months ended September 30, 2024, the average interest rate on the ABL Term Loan was approximately 7.17 %.

During the three months ended March 31, 2025, the average interest rate on the ABL Term Loan was approximately 6.17 %.

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 6.2 % during the nine months ended September 30, 2024.

After giving effect to expected patronage distributions, the effective average net interest rate on the ABL Term Loan was approximately 5.2 % during the three months ended March 31, 2025.

Credit Agreement

On April 14, 2025, we entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lenders from time to time party thereto.

The Credit Agreement provides for a $ 450.0 million revolving facility (the “Revolver”), which includes a $ 45.0 million swingline sub-facility and a $ 75.0 million letter of credit sub-facility.

Borrowings under the Revolver may be repaid and re-borrowed from time to time at our discretion without premium or penalty.

The Credit Agreement matures on April 14, 2030.

Interest rates under the Credit Agreement are based, at our election, on either an Alternate Base Rate, a Term SOFR Rate, or a Daily Simple SOFR Rate (each as defined in the Credit Agreement), each plus an applicable spread based on our net leverage ratio.

At closing, $ 50.0 million under the Revolver was borrowed, and we had approximately $ 4.3 million of letters of credit outstanding that reduced availability under the Credit Agreement.

Proceeds from the Revolver were used to repay the $ 50.0 million ABL Term Loan under the Amended Agreement.

In connection with the entry into the Credit Agreement described above, we terminated the Amended Agreement, which provided for a $ 400.0 million revolving credit facility and a $ 50.0 million term loan facility.

The outstanding letters of credit under the Prior Credit Agreement were transferred to the Credit Agreement in connection with the termination of the Amended Agreement.

We did not incur any penalties in connection with the termination of the Amended Agreement.

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 nine months ended September 30, 2024 and 2023, cash payments for interest were $ 20.5 million and $ 21.7 million, respectively.

For the three months ended March 31, 2025 and 2024, cash payments for interest were $ 9.2 million and $ 10.0 million, respectively.

The components of lease expense were as follows:

Three Months Ended

September 30 Nine Months Ended

2024 2023 2024 2023

Operating lease cost $ 3,416 $ 3,475

8 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Nine Months Ended

Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities

6 unchanged sentences

Other information related to leases was as follows:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Weighted-average remaining lease term (years)

4 unchanged sentences

Finance leases 7.5 % 7.5 %

As of September 30, 2024, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

As of March 31, 2025, 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 $ 41,164 $ 26,473

As of March 31, 2025, the undiscounted future lease payments for additional leases that have not yet commenced was approximately $ 17 million.

These leases are expected to commence in 2025 with lease terms ranging from 7 years to 9 years.

Stock-Based Compensation

2 unchanged sentences

PSU and RSU Awards

During the nine months ended September 30, 2024, we granted 60,207 PSUs to our officers and other employees, subject to performance and service conditions.

During the three months ended March 31, 2025, we granted 83,616 PSUs to our officers and other employees, subject to performance and service conditions.

For the officers, the PSUs granted are subject to a three-year performance period.

8 unchanged sentences

Because the PSUs 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 nine months ended September 30, 2023, we granted 93,282 PSUs to our officers and other employees, subject to performance and service conditions.

The PSUs granted were subject to a one-year performance period.

During the 2023 performance period, officers and other employees both earned 200 % of the target based on Boise Cascade's 2023 ROIC and EBITDA, as applicable, determined by our compensation committee and executive management, as applicable, in accordance with the related grant agreements.

During the three months ended March 31, 2024, we granted 60,207 PSUs to our officers and other employees, subject to performance and service conditions.

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 nine months ended September 30, 2024 and 2023, we granted an aggregate of 72,377 and 116,454 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

During the three months ended March 31, 2025 and 2024, we granted an aggregate of 98,327 and 71,168 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 nine months ended September 30, 2024 and 2023, the total fair value of PSUs and RSUs vested was $ 34.0 million and $ 16.8 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the nine months ended September 30, 2024:

During the three months ended March 31, 2025 and 2024, the total fair value of PSUs and RSUs vested was $ 15.7 million and $ 31.1 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the three months ended March 31, 2025:

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

3 unchanged sentences

Vested ( 81,165 ) 81.15 ( 70,933 ) 99.65

Forfeited ( 32,317 ) 84.66 ( 21,388 ) 93.47

Outstanding, September 30, 2024 257,351 $ 86.38 132,124 $ 104.54

Outstanding, March 31, 2025 258,318 $ 93.32 159,191 $ 106.10

_______________________________

(a) Represents additional PSUs granted during the nine months ended September 30, 2024, related to above-target achievement of the 2023 performance condition described above.

(a) Represents total PSUs forfeited during the three months ended March 31, 2025, related to below-target achievement of the 2024 performance condition on awards granted to other employees in 2024.

During the 2024 performance period, other employees earned 90 % of the target based on Boise Cascade's 2024 EBITDA, determined by executive management, in accordance with the related grant agreement.

Compensation Expense

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Three Months Ended

September 30 Nine Months Ended

2024 2023 2024 2023

PSUs $ 1,832 $ 2,277

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Total $ 3,757 $ 4,105

The related tax benefit for the nine months ended September 30, 2024 and 2023, was $ 3.0 million and $ 2.9 million respectively.

As of September 30, 2024, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 20.8 million.

The related tax benefit for both the three months ended March 31, 2025 and 2024, was $ 1.0 million.

As of March 31, 2025, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 30.9 million.

This expense is expected to be recognized over a weighted-average period of 2.2 years.

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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 nine months ended September 30, 2024 and 2023, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

On October 30, 2024, our board of directors declared a quarterly dividend of $ 0.21 per share on our common stock, payable on December 18, 2024, to stockholders of record on December 2, 2024.

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 7, 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, material cash requirements, 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.

For more information regarding our dividend declarations and payments made during each of the three months ended March 31, 2025 and 2024, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

On May 1, 2025, our board of directors declared a quarterly dividend of $ 0.21 per share on our common stock, payable on June 18, 2025, to stockholders of record on June 2, 2025.

For a description of the restrictions in our revolving 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, material cash requirements, restrictions imposed by our revolving credit facility and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.

Stock Repurchase

On July 28, 2022, our board of directors authorized the repurchase of an additional 1.5 million shares of our common stock.

This increase was in addition to the remaining authorized shares under our prior common stock repurchase program that was authorized on February 25, 2015 (the Program).

On October 30, 2024, our board of directors authorized the repurchase of an additional 1.4 million shares of our common stock.

This is the most recent authorization under our common stock repurchase program that was authorized on February 25, 2015 (the Program).

Share repurchases may be made on an opportunistic basis, through open market transactions, privately negotiated transactions, or by other means in accordance with applicable federal securities laws.

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Our board of directors may increase or decrease the number of shares under the Program or terminate the Program in its discretion at any time.

During the nine months ended September 30, 2024, we repurchased 1,232,345 shares under the Program at a cost of $ 158.5 million, or an average of $ 128.62 per share.

During the nine months ended September 30, 2023, we repurchased 25,678 shares under the Program at a cost of $ 1.5 million, or an average of $ 59.91 per share.

During the three months ended March 31, 2025, we repurchased 482,700 shares under the Program at a cost of $ 53.9 million, or an average of $ 111.63 per share.

During the three months ended March 31, 2024, we repurchased 205,938 shares under the Program at a cost of $ 27.0 million, or an average of $ 130.97 per share.

The shares were purchased with cash on hand and are recorded as "Treasury stock" on our Consolidated Balance Sheets.

As of September 30, 2024, there were 688,966 shares of common stock that may yet be purchased under the Program.

In October 2024, we repurchased 50,000 shares under the Program at a cost of $ 6.9 million, or an average of $ 137.54 per share.

The shares were purchased with cash on hand.

In addition, on October 30, 2024, our board of directors authorized the repurchase of an additional 1.4 million shares of our common stock.

This increase is in addition to the remaining authorized shares under the Program.

As of October 31, 2024, there were approximately 2 million shares of common stock that may yet be purchased under the Program.

As of March 31, 2025, there were 1,325,516 shares of common stock that may yet be purchased under the Program.

In April 2025, we repurchased 179,445 shares under the Program at a cost of approximately $ 17 million, or an average of $ 94.10 per share.

Subsequent to these share repurchases, there were approximately 1.1 million shares of common stock that may yet be purchased under the Program.

Transactions With Related Party

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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 $ 2.6 million and $ 2.9 million, respectively, during the three months ended September 30, 2024 and 2023, and $ 8.3 million and $ 9.0 million, respectively, during the nine months ended September 30, 2024 and 2023.

Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $ 1.6 million and $ 2.6 million, respectively, during the three months ended March 31, 2025 and 2024.

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

Costs and Expenses

Related-party wood fiber purchases from LTP were $ 22.1 million and $ 20.3 million, respectively, during the three months ended September 30, 2024 and 2023, and $ 63.2 million and $ 61.5 million, respectively, during the nine months ended September 30, 2024 and 2023.

Related-party wood fiber purchases from LTP were $ 14.8 million and $ 19.8 million, respectively, during the three months ended March 31, 2025 and 2024.

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

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Wood Products and BMD.

We measure and evaluate our reportable segments based on net sales and segment operating income (loss).

Accordingly, our chief operating decision maker reviews the performance of the company and allocates resources based primarily on net sales and segment operating income (loss) for our business segments.

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

There are no differences in our basis of measurement of segment profit or loss from those disclosed in Note 15, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8.

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Three Months Ended

September 30 Nine Months Ended

2024 2023 2024 2023

Wood Products (a)

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Other 6.4 6.2

146.3 164.2 429.1 508.0

Building Materials Distribution

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(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, dealers, and homebuilders).

For the nine months ended September 30, 2024 and 2023, approximately 75 % and 78 % , respectively, of Wood Products' EWP sales volumes were to our BMD segment.

For the three months ended March 31, 2025 and 2024, approximately 73 % and 77 % , 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

September 30 Nine Months Ended

Wood Products

Sales $ 415,845 $ 468,928

Materials, labor, and other operating expenses (excluding depreciation) (a) 362,246 357,721

Other segment items (b) 13,404 15,585

Depreciation and amortization 22,486 24,384

398,136 397,690

Net sales by segment

Segment income from operations $ 17,709 $ 71,238

Building Materials Distribution

Sales $ 1,407,116 $ 1,505,021

Materials, labor, and other operating expenses (excluding depreciation) (a) 1,200,940 1,278,421

Selling and distribution expenses 133,099 133,614

Other segment items (b) 10,298 9,416

Depreciation and amortization 14,362 11,107

1,358,699 1,432,558

Segment income from operations $ 48,417 $ 72,463

Reconciliation of sales

Wood Products $ 415,845 $ 468,928

Building Materials Distribution 1,407,116 1,505,021

Intersegment eliminations (a) ( 307,638 ) ( 351,080 ) ( 983,541 ) ( 975,013 )

Intersegment eliminations (c) ( 286,467 ) ( 328,529 )

Total net sales $ 1,536,494 $ 1,645,420

Segment operating income

Reconciliation of income

Wood Products $ 17,709 $ 71,238

Building Materials Distribution 48,417 72,463

Total segment operating income 128,674 196,650 430,555 538,315

Unallocated corporate costs ( 11,318 ) ( 11,017 ) ( 33,236 ) ( 35,105 )

Unallocated corporate costs (d) ( 11,607 ) ( 10,719 )

Income from operations $ 54,519 $ 132,982

Interest expense ( 5,312 ) ( 6,070 )

Interest income 5,510 10,597

Other unallocated items (e) ( 523 ) ( 556 )

Income before income taxes $ 54,194 $ 136,953

___________________________________

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

(a) "Materials, labor, and other operating expenses (excluding depreciation)" for our Wood Products segment are the costs associated with Wood Products' manufacturing processes, including wood fiber, labor, glues and resins, energy, operating supplies,

maintenance materials, freight, and other manufacturing costs.

Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our BMD segment are for inventory purchased for resale.

(b) Other segment items for our Wood Products segment includes selling and distribution expenses, general and administrative expenses, and other income (expense).

Other segment items for our BMD segment includes general and administrative expenses and other income (expense).

(d) Unallocated corporate costs include corporate support staff services, and related assets and liabilities.

Support services include, but are not limited to, information technology, human resources, finance, accounting, and legal functions.

(e) Other unallocated items include foreign exchange gains and losses, pension expense (excluding service costs) and the change in fair value of interest rate swaps.

2025 December 31,

Wood Products $ 1,192,120 $ 1,145,555

Building Materials Distribution 1,757,403 1,524,214

Corporate 532,121 699,614

Total assets $ 3,481,644 $ 3,369,383

Three Months Ended

Capital expenditures

Wood Products $ 30,689 $ 19,643

Building Materials Distribution 22,431 14,672

Corporate 85 15

Total capital expenditures $ 53,205 $ 34,330

Commitments, Legal Proceedings and Contingencies, and Guarantees

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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 September 30, 2024, there have been no material changes to the above commitments disclosed in the 2023 Form 10-K.

As of March 31, 2025, there have been no material changes to the above commitments disclosed in the 2024 Form 10-K.

Legal Proceedings and Contingencies

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Financial Statements and Supplementary Data" in our 2024 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 September 30, 2024, there have been no material changes to the guarantees disclosed in the 2023 Form 10-K.

As of March 31, 2025, there have been no material changes to the guarantees disclosed in the 2024 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