BOISE CASCADE Co 10-Q

ITEM 1. FINANCIAL STATEMENTS Boise Cascade Company Consolidated Statements of Operations (unaudited) Three Months Ended March 31 2025 2024 (thousands, except per-share data) Sales $ 1,536,494 $ 1,645,420 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) 1,276,183 1,307,439 Depreciation and amortization 37,121 35,850 Selling and distribution expenses 143,648 144,110 General and administrative expenses 24,997 25,117 Other (income) expense, net 26 ( 78 ) 1,481,975 1,512,438 Income from operations 54,519 132,982 Foreign currency exchange loss — ( 299 ) Pension expense (excluding service costs) ( 33 ) ( 37 ) Interest expense ( 5,312 ) ( 6,070 ) Interest income 5,510 10,597 Change in fair value of interest rate swaps ( 490 ) ( 220 ) ( 325 ) 3,971 Income before income taxes 54,194 136,953 Income tax provision ( 13,846 ) ( 32,829 ) Net income $ 40,348 $ 104,124 Weighted average common shares outstanding: Basic 38,017 39,608 Diluted 38,215 39,956 Net income per common share: Basic $ 1.06 $ 2.63 Diluted $ 1.06 $ 2.61 Dividends declared per common share $ 0.21 $ 0.20 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 1 Table of Contents Boise Cascade Company Consolidated Statements of Comprehensive Income (unaudited) Three Months Ended March 31 2025 2024 (thousands) Net income $ 40,348 $ 104,124 Other comprehensive income, net of tax Defined benefit pension plans Amortization of actuarial loss, net of tax of $ 2 and $ 2 , respectively 6 8 Other comprehensive income, net of tax 6 8 Comprehensive income $ 40,354 $ 104,132 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 2 Table of Contents Boise Cascade Company Consolidated Balance Sheets (unaudited) March 31, 2025 December 31, 2024 (thousands) ASSETS Current Cash and cash equivalents $ 561,781 $ 713,260 Receivables Trade, less allowances of $ 3,335 and $ 5,506 450,664 321,820 Related parties 174 173 Other 23,379 22,772 Inventories 921,434 803,296 Prepaid expenses and other 22,092 24,747 Total current assets 1,979,524 1,886,068 Property and equipment, net 1,075,466 1,047,083 Operating lease right-of-use assets 47,412 49,673 Finance lease right-of-use assets 21,528 22,128 Timber deposits 6,865 6,916 Goodwill 171,945 171,945 Intangible assets, net 167,941 173,027 Deferred income taxes 3,561 3,705 Other assets 7,402 8,838 Total assets $ 3,481,644 $ 3,369,383 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 3 Table of Contents Boise Cascade Company Consolidated Balance Sheets (continued) (unaudited) March 31, 2025 December 31, 2024 (thousands, except per-share data) LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable Trade $ 511,292 $ 297,676 Related parties 1,406 1,315 Accrued liabilities Compensation and benefits 71,187 127,415 Income taxes payable 5,469 — Interest payable 5,072 9,957 Other 108,033 127,653 Total current liabilities 702,459 564,016 Debt Long-term debt, net 446,389 446,167 Other Compensation and benefits 39,016 42,006 Operating lease liabilities, net of current portion 41,164 43,174 Finance lease liabilities, net of current portion 26,473 26,883 Deferred income taxes 79,450 78,849 Other long-term liabilities 19,616 17,014 205,719 207,926 Commitments and contingent liabilities Stockholders' equity Preferred stock, $ 0.01 par value per share; 50,000 shares authorized, no shares issued and outstanding — — Common stock, $ 0.01 par value per share; 300,000 shares authorized, 45,248 and 45,139 shares issued, respectively 452 451 Treasury stock, 7,439 and 6,956 shares at cost, respectively ( 396,284 ) ( 341,974 ) Additional paid-in capital 562,859 565,041 Accumulated other comprehensive loss ( 454 ) ( 460 ) Retained earnings 1,960,504 1,928,216 Total stockholders' equity 2,127,077 2,151,274 Total liabilities and stockholders' equity $ 3,481,644 $ 3,369,383 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 4 Table of Contents Boise Cascade Company Consolidated Statements of Cash Flows (unaudited) Three Months Ended March 31 2025 2024 (thousands) Cash provided by (used for) operations Net income $ 40,348 $ 104,124 Items in net income not using (providing) cash Depreciation and amortization, including deferred financing costs and other 37,960 36,621 Stock-based compensation 3,757 4,105 Pension expense 33 37 Deferred income taxes 741 5,062 Change in fair value of interest rate swaps 490 220 Other ( 821 ) 55 Decrease (increase) in working capital, net of acquisitions Receivables ( 129,683 ) ( 119,235 ) Inventories ( 118,138 ) ( 103,331 ) Prepaid expenses and other ( 3,786 ) ( 1,689 ) Accounts payable and accrued liabilities 127,935 75,041 Income taxes payable 11,654 25,834 Other 1,034 618 Net cash provided by (used for) operations ( 28,476 ) 27,462 Cash provided by (used for) investment Expenditures for property and equipment ( 53,205 ) ( 34,330 ) Acquisitions of businesses and facilities — ( 3,387 ) Proceeds from sales of assets and other 980 559 Net cash used for investment ( 52,225 ) ( 37,158 ) Cash provided by (used for) financing Treasury stock purchased ( 53,884 ) ( 26,971 ) Dividends paid on common stock ( 10,485 ) ( 11,205 ) Tax withholding payments on stock-based awards ( 5,907 ) ( 10,980 ) Other ( 502 ) ( 475 ) Net cash used for financing ( 70,778 ) ( 49,631 ) Net decrease in cash and cash equivalents ( 151,479 ) ( 59,327 ) Balance at beginning of the period 713,260 949,574 Balance at end of the period $ 561,781 $ 890,247 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 5 Table of Contents Boise Cascade Company Consolidated Statements of Stockholders' Equity (unaudited) Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Shares Amount Shares Amount (thousands) Balance at December 31, 2024 45,139 $ 451 6,956 $ ( 341,974 ) $ 565,041 $ ( 460 ) $ 1,928,216 $ 2,151,274 Net income 40,348 40,348 Other comprehensive income 6 6 Common stock issued 109 1 1 Treasury stock purchased 483 ( 53,884 ) ( 53,884 ) Stock-based compensation 3,757 3,757 Common stock dividends ($ 0.21 per share) ( 8,060 ) ( 8,060 ) Tax withholding payments on stock-based awards ( 5,938 ) ( 5,938 ) Other ( 426 ) ( 1 ) ( 427 ) Balance at March 31, 2025 45,248 $ 452 7,439 $ ( 396,284 ) $ 562,859 $ ( 454 ) $ 1,960,504 $ 2,127,077 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 6 Table of Contents Boise Cascade Company Consolidated Statements of Stockholders' Equity (continued) (unaudited) Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Shares Amount Shares Amount (thousands) Balance at December 31, 2023 44,983 $ 450 5,443 $ ( 145,335 ) $ 560,697 $ ( 517 ) $ 1,780,369 $ 2,195,664 Net income 104,124 104,124 Other comprehensive income 8 8 Common stock issued 144 1 1 Treasury stock purchased 206 ( 26,971 ) ( 26,971 ) Stock-based compensation 4,105 4,105 Common stock dividends ($ 0.20 per share) ( 8,677 ) ( 8,677 ) Tax withholding payments on stock-based awards ( 10,980 ) ( 10,980 ) Other ( 71 ) ( 1 ) ( 72 ) Balance at March 31, 2024 45,127 $ 451 5,649 $ ( 172,377 ) $ 553,821 $ ( 509 ) $ 1,875,816 $ 2,257,202 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 7 Table of Contents Condensed Notes to Unaudited Quarterly Consolidated Financial Statements 1. Nature of Operations and Consolidation Nature of Operations Boise Cascade Company is a building products company headquartered in Boise, Idaho. 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 wholesale distributor of building products. We operate our business using two reportable segments: (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 11, Segment Information. Consolidation The accompanying quarterly consolidated financial statements have not been audited by an independent registered public accounting firm but, in the opinion of management, include all adjustments necessary to present fairly the financial position, results of operations, cash flows, and stockholders' equity for the interim periods presented. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. The quarterly consolidated financial statements include the accounts of Boise Cascade and its subsidiaries after elimination of intercompany balances and transactions. 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 2024 Form 10-K and the other reports we file with the Securities and Exchange Commission. 2. Summary of Significant Accounting Policies Accounting Policies The complete summary of significant accounting policies is included in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2024 Form 10-K. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement, medical, and workers' compensation benefits; assumptions used in the determination of right-of-use (ROU) assets and related lease liabilities; stock-based compensation; fair value measurements; income taxes; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. 8 Table of Contents Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For revenue disaggregated by major product line for each reportable segment, see Note 11, Segment Information. Fees for shipping and handling charged to customers for sales transactions are included in "Sales" in our Consolidated Statements of Operations. When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as fulfillment costs. For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations. 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 $ 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. Customer Rebates and Allowances and 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, 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 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. There have not been significant changes to our estimates of rebates, although it is reasonably possible that a change in the estimate may occur. Vendor Rebates and Allowances We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs. 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. 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. 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 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. Renewal options generally range from one to ten years with fixed payment terms similar to those in the original lease agreements. Some lease agreements provide us with the option to purchase the leased property at market value. Our lease agreements do not contain any residual value guarantees. 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. The current portion of our operating and finance lease liabilities are recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. 9 Table of Contents 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. 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. 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. 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. Most of our operating lease expense is recorded in "Selling and distribution expenses" in our Consolidated Statements of Operations. In addition, we do not separate lease and non-lease components for all of our leases. 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. 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. We do not recognize ROU assets or lease liabilities for short-term leases. Inventories Inventories included the following (work in process is not material): March 31, 2025 December 31, 2024 (thousands) Finished goods and work in process $ 812,218 $ 695,901 Logs 49,726 50,152 Other raw materials and supplies 59,490 57,243 $ 921,434 $ 803,296 Property and Equipment Property and equipment consisted of the following asset classes: March 31, 2025 December 31, 2024 (thousands) Land $ 94,591 $ 94,591 Buildings 364,038 360,518 Improvements 88,674 87,512 Mobile equipment, information technology, and office furniture 302,529 296,604 Machinery and equipment 1,093,056 1,089,117 Construction in progress 179,138 147,668 2,122,026 2,076,010 Less: accumulated depreciation ( 1,046,560 ) ( 1,028,927 ) $ 1,075,466 $ 1,047,083 10 Table of Contents Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under GAAP gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3). Financial Instruments Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and an interest rate swap. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds. 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 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. We estimated the fair value of our fixed-rate debt using quoted market prices of our debt in inactive markets (Level 2 inputs). The interest rate on our variable-rate debt is based on market conditions such as the Secured Overnight Financing Rate (SOFR) or a base rate. 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. As discussed below, we also have an interest rate swap to mitigate our variable interest rate exposure, the fair value of which is measured based on Level 2 inputs. Interest Rate Risk and Interest Rate Swap 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 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. To meet this objective, we enter into receive-variable, pay-fixed interest rate swaps to mitigate the variable-rate cash flow exposure with 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. We do not speculate using derivative instruments. 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. Payments on this interest rate swap, with a notional principal amount of $ 50.0 million, are due on a monthly basis at an annual fixed rate of 0.41 %, and this swap expires in June 2025. 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 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). Concentration of Credit Risk We are exposed to credit risk related to customer accounts receivable. 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 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. No other customer accounted for 10% or more of total receivables. 11 Table of Contents New and Recently Adopted Accounting Standards 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 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. We are currently evaluating the impact of this ASU on the disclosures related to our consolidated financial statements. 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. 3. Income Taxes 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. 4. 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. 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 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. The following table sets forth the computation of basic and diluted net income per common share: Three Months Ended March 31 2025 2024 (thousands, except per-share data) Net income $ 40,348 $ 104,124 Weighted average common shares outstanding during the period (for basic calculation) 38,017 39,608 Dilutive effect of other potential common shares 198 348 Weighted average common shares and potential common shares (for diluted calculation) 38,215 39,956 Net income per common share - Basic $ 1.06 $ 2.63 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 March 31, 2025 and 2024. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive. 12 Table of Contents 5. Goodwill and Intangible Assets 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. The carrying amount of our goodwill by segment is as follows: Building Materials Distribution Wood Products Total (thousands) 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. Our key registered trademarks are perpetual in duration as long as we continue to timely file all post registration maintenance documents related thereto. These trade names and trademarks have indefinite lives, are not amortized, and have a carrying amount of $ 8.9 million. 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: March 31, 2025 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (thousands) Trade names and trademarks $ 27,600 $ ( 2,499 ) $ 25,101 Customer relationships 197,100 ( 54,260 ) 142,840 $ 224,700 $ ( 56,759 ) $ 167,941 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (thousands) Trade names and trademarks $ 27,600 $ ( 2,199 ) $ 25,401 Customer relationships 197,100 ( 49,474 ) 147,626 $ 224,700 $ ( 51,673 ) $ 173,027 6. Debt Long-term debt consisted of the following: March 31, 2025 December 31, 2024 (thousands) Asset-based revolving credit facility due 2027 $ — $ — Asset-based credit facility term loan due 2027 50,000 50,000 4.875 % senior notes due 2030 400,000 400,000 Deferred financing costs ( 3,611 ) ( 3,833 ) Long-term debt $ 446,389 $ 446,167 Asset-Based Credit Facility On May 15, 2015, Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and 13 Table of Contents 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 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). The Amended Agreement is secured by a first-priority security interest in substantially all of our assets, except for property and equipment. The proceeds of borrowings under the agreement are available for working capital and other general corporate purposes. The Amended Agreement contains customary nonfinancial covenants, including a negative pledge covenant and restrictions on new indebtedness, investments, distributions to equity holders, asset sales, and affiliate transactions, the scope of which are dependent on the Availability existing from time to time. 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 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. Revolving Credit Facility Interest rates under the Revolving Credit Facility are based, at our election, on either Daily Simple SOFR, Term SOFR, or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.25 % to 1.50 % for loans based on SOFR and from 0.25 % to 0.50 % for loans based on the base rate. The spread is determined on the basis of a pricing grid that results in a higher spread as average quarterly Availability declines. Both SOFR options include an additional credit spread adjustment of 0.10 %. Letters of credit are subject to a fronting fee payable to the issuing bank and a fee payable to the lenders equal to the Term SOFR margin rate. 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 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. ABL Term Loan The ABL Term Loan was provided by institutions within the Farm Credit system. Borrowings under the ABL Term Loan may be repaid from time to time at the discretion of the borrowers without premium or penalty. However, any principal amount of ABL Term Loan repaid may not be subsequently re-borrowed. Interest rates under the ABL Term Loan are based, at our election, on either Daily Simple SOFR, Term SOFR, 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 SOFR 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). Both SOFR options include an additional credit spread adjustment of 0.10 %. During the three months ended March 31, 2025, the average interest rate on the ABL Term Loan was approximately 6.17 %. 14 Table of Contents We have received and expect to continue receiving patronage credits under the ABL Term Loan. Patronage credits are distributions of profits from banks in the Farm Credit system, which are cooperatives that are required to distribute profits to their members. Patronage distributions, which are generally made in cash, are received in the year after they are earned. 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 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. 2030 Notes 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. Interest on our 2030 Notes is payable semiannually in arrears on January 1 and July 1. 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. 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. The terms of the indenture governing the 2030 Notes, among other things, limit the ability of Boise Cascade and our restricted subsidiaries to: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge or transfer substantially all of their assets; enter into transactions with affiliates; and sell or transfer certain assets. The indenture governing the 2030 Notes 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 indenture, and (ii) our consolidated leverage ratio is no greater than 3.5 :1, or (iii) the dividend, together with other dividends since the issue date, would not exceed our "builder" basket under the indenture. In addition, the indenture includes certain specific baskets for the payment of dividends. The indenture governing the 2030 Notes provides for customary events of default and remedies. Interest Rate Swap For information on our interest rate swap, see "Interest Rate Risk and Interest Rate Swap" of Note 2, Summary of Significant Accounting Policies. 15 Table of Contents Cash Paid for Interest For the three months ended March 31, 2025 and 2024, cash payments for interest were $ 9.2 million and $ 10.0 million, respectively. 7. Leases Lease Costs The components of lease expense were as follows: Three Months Ended March 31 2025 2024 (thousands) Operating lease cost $ 3,416 $ 3,475 Finance lease cost Amortization of right-of-use assets 600 617 Interest on lease liabilities 503 541 Variable lease cost 1,492 1,577 Short-term lease cost 1,693 1,464 Sublease income ( 53 ) ( 47 ) Total lease cost $ 7,651 $ 7,627 Other Information Supplemental cash flow information related to leases was as follows: Three Months Ended March 31 2025 2024 (thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,365 $ 3,237 Operating cash flows from finance leases 502 536 Financing cash flows from finance leases 502 475 Right-of-use assets obtained in exchange for lease obligations Operating leases 318 983 Finance leases — 803 16 Table of Contents Other information related to leases was as follows: March 31, 2025 December 31, 2024 Weighted-average remaining lease term (years) Operating leases 7 7 Finance leases 13 13 Weighted-average discount rate Operating leases 5.9 % 5.9 % Finance leases 7.5 % 7.5 % As of March 31, 2025, our minimum lease payment requirements for noncancelable operating and finance leases are as follows: Operating Leases Finance Leases (thousands) Remainder of 2025 $ 9,872 $ 2,723 2026 10,042 3,573 2027 9,449 3,641 2028 7,357 3,496 2029 6,933 3,479 Thereafter 19,836 26,880 Total future minimum lease payments 63,489 43,792 Less: interest ( 12,256 ) ( 15,678 ) Total lease obligations 51,233 28,114 Less: current obligations ( 10,069 ) ( 1,641 ) 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. 8. Stock-Based Compensation In first quarter 2025 and 2024, we granted two types of stock-based awards under our incentive plan: performance stock units (PSUs) and restricted stock units (RSUs). PSU and RSU Awards 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. The number of shares actually awarded will range from 0 % to 200 % of the target amount. Achievement is measured in annual sub-periods, based on Boise Cascade's return on invested capital (ROIC) for 2025, 2026, and 2027. The average achievement for the three years included in the performance period will determine the number of earned PSUs, as approved by our compensation committee in accordance with the related grant agreement. We define ROIC as net operating profit after taxes (NOPAT) divided by average invested capital (based on a rolling thirteen-month average). We define NOPAT as net income plus after-tax financing expense. Invested capital is defined as total assets plus capitalized lease expense, less cash, cash equivalents, and current liabilities, excluding short-term debt. For the other employees, the PSUs granted are subject to a one-year performance period. The number of shares actually awarded will range from 0 % to 200 % of the target amount, depending upon Boise Cascade’s 2025 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, as approved by executive management, determined in accordance with the related grant agreement. 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. 17 Table of Contents 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 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. The RSUs granted to nonemployee directors vest in a single installment after a one year period. 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 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: PSUs RSUs Number of shares Weighted Average Grant-Date Fair Value Number of shares Weighted Average Grant-Date Fair Value Outstanding, December 31, 2024 257,024 $ 86.31 131,797 $ 104.45 Granted 83,616 103.66 98,327 103.66 Performance condition adjustment (a) ( 1,157 ) 137.79 — — Vested ( 81,165 ) 81.15 ( 70,933 ) 99.65 Outstanding, March 31, 2025 258,318 $ 93.32 159,191 $ 106.10 _______________________________ (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 We record compensation expense over the awards' vesting period and account for share-based award forfeitures as they occur, rather than making estimates of future forfeitures. Any shares not vested are forfeited. We recognize compensation expense for stock awards with only service conditions on a straight-line basis over the requisite service period. Most of our stock-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statements of Operations. Total stock-based compensation recognized from PSUs and RSUs, net of forfeitures, was as follows: Three Months Ended March 31 2025 2024 (thousands) PSUs $ 1,832 $ 2,277 RSUs 1,925 1,828 Total $ 3,757 $ 4,105 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. 18 Table of Contents 9. Stockholders' Equity Dividends 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 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 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. We are not obligated to purchase any shares and there is no set date that the Program will expire. 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 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 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. 10. Transactions With Related Party Louisiana Timber Procurement Company, L.L.C. (LTP) is an unconsolidated variable-interest entity that is 50 % owned by us and 50 % owned by Packaging Corporation of America (PCA). LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of us and PCA in Louisiana. We are not the primary beneficiary of LTP as we do not have power to direct the activities that most significantly affect the economic performance of LTP. Accordingly, we do not consolidate LTP's results in our financial statements. Sales 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 $ 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. 19 Table of Contents 11. Segment Information We operate our business using two reportable segments: Wood Products and BMD. 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. Financial Statements and Supplementary Data" in our 2024 Form 10-K. Wood Products and BMD segment sales to external customers, including related parties, by product line, are as follows: Three Months Ended March 31 2025 2024 (millions) Wood Products (a) LVL (b) $ 16.7 $ 12.6 I-joists (b) 11.2 6.7 Other engineered wood products (b) 6.8 8.1 Plywood and veneer 59.8 74.6 Lumber 12.7 15.2 Byproducts 15.7 17.1 Other 6.4 6.2 129.4 140.4 Building Materials Distribution Commodity 516.9 553.0 General line 599.7 616.9 Engineered wood products 290.5 335.1 1,407.1 1,505.0 $ 1,536.5 $ 1,645.4 ___________________________________ (a) Amounts represent sales to external customers. 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, dealers, and homebuilders). 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. 20 Table of Contents An analysis of our operations by segment is as follows: Three Months Ended March 31 2025 2024 (thousands) Wood Products Sales $ 415,845 $ 468,928 Less: 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 Segment income from operations $ 17,709 $ 71,238 Building Materials Distribution Sales $ 1,407,116 $ 1,505,021 Less: 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 (c) ( 286,467 ) ( 328,529 ) Total net sales $ 1,536,494 $ 1,645,420 Reconciliation of income Wood Products $ 17,709 $ 71,238 Building Materials Distribution 48,417 72,463 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) "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, 21 Table of Contents 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). (c) Primarily represents intersegment sales from our Wood Products segment to our BMD segment. (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. March 31, 2025 December 31, 2024 (thousands) Assets 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 March 31 2025 2024 (thousands) 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 12. Commitments, Legal Proceedings and Contingencies, and Guarantees Commitments We are a party to a number of long-term log supply agreements that are discussed in Note 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2024 Form 10-K. 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 March 31, 2025, there have been no material changes to the above commitments disclosed in the 2024 Form 10-K. Legal Proceedings and Contingencies We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, and employment-related claims, among others. As of the date of this filing, we do not believe that we are party to any legal action that could reasonably be expected to have, individually or in the aggregate, a material adverse effect on our financial position, results of operations, or cash flows. 22 Table of Contents Guarantees We provide guarantees, indemnifications, and assurances to others. Note 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. 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 March 31, 2025, there have been no material changes to the guarantees disclosed in the 2024 Form 10-K. 23 Table of Contents