BOISE CASCADE Co - Quarter Report: 2020 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended	September 30, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35805

Boise Cascade Company

(Exact name of registrant as specified in its charter)


Delaware			20-1496201
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1111 West Jefferson Street Suite 300

Boise, Idaho 83702-5389

(Address of principal executive offices) (Zip Code)

(208) 384-6161

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	BCC	New York Stock Exchange

There were 39,201,226 shares of the registrant's common stock, $0.01 par value per share, outstanding on October 23, 2020.

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PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed Notes to Unaudited Quarterly Consolidated Financial Statements	8
	1. Nature of Operations and Consolidation	8
	2. Summary of Significant Accounting Policies	8
	3. Income Taxes	12
	4. Net Income Per Common Share	13
	5. Curtailment of Manufacturing Facility	13
	6. Debt	14
	7. Leases	16
	8. Retirement and Benefit Plans	18
	9. Stock-Based Compensation	19
	10. Stockholders' Equity	20
	11. Transactions With Related Party	21
	12. Segment Information	22
	13. Commitments, Legal Proceedings and Contingencies, and Guarantees	23
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
	Understanding Our Financial Information	24
	Executive Overview	24
	Factors That Affect Our Operating Results and Trends	25
	Our Operating Results	27
	Industry Mergers and Acquisitions	31
	Liquidity and Capital Resources	31
	Contractual Obligations	34
	Off-Balance-Sheet Activities	34
	Guarantees	34
	Seasonal Influences	35
	Employees	35
	Disclosures of Financial Market Risks	35
	Financial Instruments	36
	Environmental	36
	Critical Accounting Estimates	36
	New and Recently Adopted Accounting Standards	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
	Signatures	42

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Boise Cascade Company

Consolidated Statements of Operations

(unaudited)


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
	(thousands, except per-share data)
Sales	$	1,589,313	$	1,269,524	$	4,002,607	$	3,541,691

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,261,697		1,078,924		3,302,869		3,026,401
Depreciation and amortization	20,029		20,969		75,260		59,640
Selling and distribution expenses	122,884		106,567		325,913		292,459
General and administrative expenses	26,060		18,603		60,899		52,064
Loss on curtailment of facility	—		—		1,707		—
Other (income) expense, net	71		(437)		70		(557)
	1,430,741		1,224,626		3,766,718		3,430,007

Income from operations	158,572		44,898		235,889		111,684

Foreign currency exchange gain (loss)	265		(200)		(199)		210
Pension expense (excluding service costs)	(302)		(1,613)		(991)		(2,202)
Interest expense	(7,002)		(6,532)		(20,056)		(19,455)
Interest income	113		837		958		1,745
Change in fair value of interest rate swaps	147		(569)		(2,681)		(3,103)
Loss on extinguishment of debt	(13,968)		—		(13,968)		—
	(20,747)		(8,077)		(36,937)		(22,805)

Income before income taxes	137,825		36,821		198,952		88,879
Income tax provision	(34,633)		(9,650)		(49,974)		(22,601)
Net income	$	103,192	$	27,171	$	148,978	$	66,278

Weighted average common shares outstanding:
Basic	39,315		39,087		39,264		39,020
Diluted	39,526		39,292		39,396		39,202

Net income per common share:
Basic	$	2.62	$	0.70	$	3.79	$	1.70
Diluted	$	2.61	$	0.69	$	3.78	$	1.69

Dividends declared per common share	$	1.70	$	0.09	$	1.90	$	0.27

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Statements of Comprehensive Income

(unaudited)


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
	(thousands)
Net income	$	103,192	$	27,171	$	148,978	$	66,278
Other comprehensive income, net of tax
Defined benefit pension plans

Amortization of actuarial (gain) loss, net of tax of $51, $(12), $153, and $(34), respectively	151		(32)		452		(97)
Effect of settlements, net of tax of $—, $341, $22 and $341, respectively	—		1,001		64		1,001
Other comprehensive income, net of tax	151		969		516		904
Comprehensive income	$	103,343	$	28,140	$	149,494	$	67,182

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Balance Sheets

(unaudited)


	September 30, 2020		December 31, 2019
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	503,935	$	285,237

Receivables
Trade, less allowances of $1,629 and $591	425,585		215,894
Related parties	375		568
Other	11,929		15,184
Inventories	454,327		497,596

Prepaid expenses and other	17,368		8,285
Total current assets	1,413,519		1,022,764

Property and equipment, net	447,330		476,949
Operating lease right-of-use assets	63,231		64,228
Finance lease right-of-use assets	30,033		21,798
Timber deposits	13,945		12,287

Goodwill	60,382		60,382
Intangible assets, net	16,880		17,797
Deferred income taxes	7,619		7,952
Other assets	6,897		9,194
Total assets	$	2,059,836	$	1,693,351

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Balance Sheets (continued)

(unaudited)


	September 30, 2020		December 31, 2019
	(thousands, except per-share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current

Accounts payable
Trade	$	381,038	$	222,930
Related parties	1,654		1,624
Accrued liabilities
Compensation and benefits	118,437		83,943
Income taxes payable	16,606		—
Interest payable	3,596		6,723
Dividends payable	62,722		—
Other	92,335		69,772
Total current liabilities	676,388		384,992

Debt
Long-term debt	443,583		440,544

Other
Compensation and benefits	32,005		45,586
Operating lease liabilities, net of current portion	57,494		58,029
Finance lease liabilities, net of current portion	31,923		23,419
Deferred income taxes	24,275		26,694
Other long-term liabilities	16,032		12,757
	161,729		166,485

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, 44,568 and 44,353 shares issued, respectively	446		444
Treasury stock, 5,367 shares at cost	(138,909)		(138,909)
Additional paid-in capital	536,025		533,345
Accumulated other comprehensive loss	(49,732)		(50,248)
Retained earnings	430,306		356,698
Total stockholders' equity	778,136		701,330
Total liabilities and stockholders' equity	$	2,059,836	$	1,693,351

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Statements of Cash Flows

(unaudited)


	Nine Months Ended September 30
	2020		2019
	(thousands)
Cash provided by (used for) operations
Net income	$	148,978	$	66,278
Items in net income not using (providing) cash
Depreciation and amortization, including deferred financing costs and other	76,784		61,340
Stock-based compensation	5,839		6,016
Pension expense	1,492		2,687
Deferred income taxes	(2,460)		10,008
Change in fair value of interest rate swaps	2,681		3,103
Loss on curtailment of facility (excluding severance)	1,476		—
Other	205		(235)
Loss on extinguishment of debt	13,968		—
Decrease (increase) in working capital, net of acquisitions
Receivables	(205,995)		(77,811)
Inventories	42,904		45,184
Prepaid expenses and other	(9,641)		(3,516)
Accounts payable and accrued liabilities	213,935		66,130
Pension contributions	(12,659)		(1,324)
Income taxes payable	17,121		19,109

Other	(857)		(2,219)
Net cash provided by operations	293,771		194,750

Cash provided by (used for) investment
Expenditures for property and equipment	(46,994)		(53,249)
Acquisitions of businesses and facilities	—		(15,676)
Proceeds from sale of facilities	—		2,493
Proceeds from sales of assets and other	563		1,644
Net cash used for investment	(46,431)		(64,788)

Cash provided by (used for) financing
Borrowings of long-term debt, including revolving credit facility	400,000		5,500
Payments of long-term debt, including revolving credit facility	(405,774)		(5,500)


Payments of deferred financing costs	(6,222)		—
Dividends paid on common stock	(12,553)		(11,070)
Tax withholding payments on stock-based awards	(3,309)		(3,575)


Other	(784)		(545)
Net cash used for financing	(28,642)		(15,190)

Net increase in cash and cash equivalents	218,698		114,772

Balance at beginning of the period	285,237		191,671

Balance at end of the period	$	503,935	$	306,443

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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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, 2019	44,353	$	444	5,367	$	(138,909)	$	533,345	$	(50,248)	$	356,698	$	701,330
Net income											12,200		12,200
Other comprehensive income									215				215
Common stock issued	211	2											2

Stock-based compensation							1,674						1,674
Common stock dividends ($0.10 per share)											(3,866)		(3,866)
Tax withholding payments on stock-based awards							(3,309)						(3,309)
Proceeds from exercise of stock options							27						27
Other							(2)						(2)
Balance at March 31, 2020	44,564	$	446	5,367	$	(138,909)	$	531,735	$	(50,033)	$	365,032	$	708,271
Net income											33,586		33,586
Other comprehensive income									150				150


Stock-based compensation							1,671						1,671
Common stock dividends ($0.10 per share)											(3,970)		(3,970)



Balance at June 30, 2020	44,564	$	446	5,367	$	(138,909)	$	533,406	$	(49,883)	$	394,648	$	739,708
Net income											103,192		103,192
Other comprehensive income									151				151
Common stock issued	4	—											—

Stock-based compensation							2,494						2,494
Common stock dividends ($1.70 per share)											(67,534)		(67,534)

Proceeds from exercise of stock options							125						125

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

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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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, 2018	44,076	$	441	5,367	$	(138,909)	$	528,654	$	(47,652)	$	330,056	$	672,590
Net income											11,389		11,389
Other comprehensive loss									(32)				(32)
Common stock issued	265	2											2

Stock-based compensation							2,200						2,200
Common stock dividends ($0.09 per share)											(3,561)		(3,561)
Tax withholding payments on stock-based awards							(3,569)						(3,569)

Other							(2)						(2)
Balance at March 31, 2019	44,341	$	443	5,367	$	(138,909)	$	527,283	$	(47,684)	$	337,884	$	679,017
Net income											27,718		27,718
Other comprehensive loss									(33)				(33)
Common stock issued	1	—											—

Stock-based compensation							1,869						1,869
Common stock dividends ($0.09 per share)											(3,545)		(3,545)
Tax withholding payments on stock-based awards							(5)						(5)


Balance at June 30, 2019	44,342	$	443	5,367	$	(138,909)	$	529,147	$	(47,717)	$	362,057	$	705,021
Net income											27,171		27,171
Other comprehensive income									969				969
Common stock issued	1	—											—

Stock-based compensation							1,947						1,947
Common stock dividends ($0.09 per share)											(3,567)		(3,567)
Tax withholding payments on stock-based awards							(1)						(1)
Proceeds from exercise of stock options							27						27
Other							(1)						(1)
Balance at September 30, 2019	44,343	$	443	5,367	$	(138,909)	$	531,119	$	(46,748)	$	385,661	$	731,566

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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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 (U.S.) 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 12, 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 2019 Form 10-K and the other reports we file with the Securities and Exchange Commission (SEC).

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 2019 Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (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 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.

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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 12, 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 Building Materials Distribution segment, costs related to shipping and handling of $49.2 million and $46.9 million, for the three months ended September 30, 2020 and 2019, respectively, and $134.1 million and $127.3 million for the nine months ended September 30, 2020 and 2019, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations. In our Building Materials Distribution segment, our activities relate to the purchase and resale of finished product, and excluding shipping and handling costs from “Materials, labor, and other operating expenses (excluding depreciation)” provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions.

Customer Rebates and Allowances

Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment. 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, 2020, and December 31, 2019, we had $62.7 million and $49.4 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We adjust our estimate of revenue at the earlier of when the probability of rebates paid changes or when the amounts become fixed. 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 September 30, 2020, and December 31, 2019, we had $7.7 million and $9.2 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, building, 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 Building Materials Distribution 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.

Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets 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.

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

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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):


	September 30, 2020		December 31, 2019
	(thousands)
Finished goods and work in process	$	385,310	$	413,020
Logs	28,549		45,574
Other raw materials and supplies	40,468		39,002
	$	454,327	$	497,596

Property and Equipment

Property and equipment consisted of the following asset classes:


	September 30, 2020		December 31, 2019
	(thousands)
Land	$	38,274	$	39,304
Buildings	144,845		140,008
Improvements	63,033		61,187
Mobile equipment, information technology, and office furniture	175,931		165,445
Machinery and equipment	681,230		666,467
Construction in progress	36,377		34,846
	1,139,690		1,107,257
Less accumulated depreciation	(692,360)		(630,308)
	$	447,330	$	476,949

Long-Lived Asset Impairment

We review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable (triggering event). An impairment of long-lived assets exists when the carrying value is not recoverable through future undiscounted cash flows from operations and when the carrying value of an asset or asset group exceeds its fair value. No triggering event was identified during the quarter ended September 30, 2020.

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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 interest rate swaps. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds. As of September 30, 2020, and December 31, 2019, we held $466.0 million and $259.5 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, 2020, and December 31, 2019, the book value of our fixed-rate debt was $400.0 million and $350.0 million, respectively, and the fair value was estimated to be $430.0 million and $364.7 million, respectively. The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt. We estimated the fair value of our fixed-rate debt using quoted market prices of our debt in inactive markets (Level 2 inputs). The interest rate on our variable-rate debt is based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate. 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 interest rate swaps 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 Swaps

We are exposed to interest rate risk arising from fluctuations in variable-rate LIBOR on our term loan and when we have loan amounts outstanding on our Revolving Credit Facility. At September 30, 2020, we had $50.0 million of variable-rate debt outstanding based on one-month LIBOR after the pay-off of our $45.0 million term loan in July 2020, described in Note 6, Debt. During the three months ended September 30, 2020, we liquidated our interest rate swap agreements with notional principal amounts of $45.0 million in conjunction with the pay-off of the $45.0 million term loan. Our objective is to limit the variability of interest payments on our debt. To meet this objective, we enter into receive-variable, pay-fixed interest rate swaps to change the variable-rate cash flow exposure to fixed-rate cash flows. In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk. We do not speculate using derivative instruments.

At September 30, 2020, we had two interest rate swap agreements. Under the interest rate swaps, we receive one-month LIBOR-based variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $50.0 million of variable rate debt exposure. Payments on one interest rate swap, entered into in 2016, with a notional principal amount of $50.0 million is due on a monthly basis at an annual fixed rate of 1.007% and expires in February 2022 (Initial Swap). During the three months ended June 30, 2020, we entered into another forward interest rate swap agreement which commences on the expiration date of the Initial Swap. Payments on this interest rate swap with a notional principal amount of $50.0 million will be due on a monthly basis at an annual fixed rate of 0.39% and expires in June 2025.

The interest rate swap agreements were not designated as cash flow hedges, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in our Consolidated Statements of Operations rather than through other comprehensive income. At September 30, 2020, we recorded a long-term liability of $0.8 million in "Other long-term liabilities" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements. At December 31, 2019, we recorded a long-term asset of $0.8 million in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements. The swaps were valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).

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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 September 30, 2020, receivables from two customers accounted for approximately 13% and 11% of total receivables. At December 31, 2019, receivables from these two customers accounted for approximately 14% and 12% of total receivables. No other customer accounted for 10% or more of total receivables.

New and Recently Adopted Accounting Standards

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Our current contracts that reference LIBOR include certain debt instruments and interest rate swaps. The amendments are effective for eligible contract modifications subsequent to March 12, 2020, and through December 31, 2022. The adoption of this standard did not have a material effect on our financial statements, but we will assess any eligible contract modifications in the future.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to reduce complexity in accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. We currently do not expect the adoption of the guidance to have a material effect on our financial statements, but will continue to monitor the standard through the effective date.

In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. This ASU amends ASC 715 to remove disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant related to defined benefit pension and other postretirement plans. The ASU's changes related to disclosures are part of the FASB's disclosure framework project. The updated guidance is effective retrospectively for annual reporting periods ending after December 15, 2020, with early adoption permitted. We are currently evaluating the effects of this ASU on our disclosures in the notes to our 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 and nine months ended September 30, 2020, we recorded $34.6 million and $50.0 million, respectively, of income tax expense and had an effective rate of 25.1% in both periods. For the three and nine months ended September 30, 2019, we recorded $9.7 million and $22.6 million, respectively, of income tax expense and had an effective rate of 26.2% 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, 2020, cash paid for taxes, net of refunds received were $35.3 million. During the nine months ended September 30, 2019, refunds received, net of cash taxes paid, were $7.1 million.

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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. 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 stock options, RSUs, and PSUs 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 September 30				Nine Months Ended September 30
	2020		2019		2020		2019
	(thousands, except per-share data)
Net income	$	103,192	$	27,171	$	148,978	$	66,278
Weighted average common shares outstanding during the period (for basic calculation)	39,315		39,087		39,264		39,020
Dilutive effect of other potential common shares	211		205		132		182
Weighted average common shares and potential common shares (for diluted calculation)	39,526		39,292		39,396		39,202

Net income per common share - Basic	$	2.62	$	0.70	$	3.79	$	1.70
Net income per common share - Diluted	$	2.61	$	0.69	$	3.78	$	1.69

The computation of the dilutive effect of other potential common shares excludes stock awards representing no shares of common stock in both the three months ended September 30, 2020 and 2019, and 0.2 million of common stock shares in both the nine months ended September 30, 2020 and 2019. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

5. Curtailment of Manufacturing Facility

On February 20, 2020, we decided to permanently curtail I-joist production at our Roxboro, North Carolina facility by March 31, 2020. As a result of the curtailment, we recorded $15.0 million of accelerated depreciation during first quarter 2020 to fully depreciate the curtailed I-joist assets. In addition, we recorded $1.7 million of various closure-related costs in "Loss on curtailment of facility" in our Consolidated Statements of Operations.

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6. Debt

Long-term debt consisted of the following:


	September 30, 2020		December 31, 2019
	(thousands)
Asset-based revolving credit facility due 2025	$	—	$	—
Asset-based credit facility term loan due 2025	50,000		50,000
Term loan due 2026	—		45,000
4.875% senior notes due 2030	400,000		—
5.625% senior notes due 2024	—		350,000
Deferred financing costs	(6,417)		(4,456)
Long-term debt	$	443,583	$	440,544

Asset-Based Credit Facility

On May 15, 2015, Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into an Amended and Restated Credit Agreement, as amended, (Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders. On March 13, 2020, we entered into the sixth amendment to the Amended Agreement to reduce the maximum amount available for revolving loans from $370 million to $350 million (Revolving Credit Facility) and to extend the maturity date of the Credit Agreement from May 1, 2022, to March 13, 2025. The term loan within the Amended Agreement remains at $50.0 million (ABL Term Loan). Interest on borrowings under our Revolving Credit Facility and ABL Term Loan are 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 10% of the aggregate revolving lending commitments, or $35 million. Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Amended Agreement, and Availability at September 30, 2020, was $345.4 million.

The Amended Agreement permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the Amended Agreement, and (ii) pro forma Excess Availability (as defined in the Amended Agreement) is equal to or exceeds 25% of the aggregate Revolver Commitments (as defined in the Amended Agreement) or (iii) (x) pro forma Excess Availability is equal to or exceeds 15% of the aggregate Revolver Commitment and (y) our fixed-charge coverage ratio is greater than or equal to 1:1 on a pro forma basis.

Revolving Credit Facility

Interest rates under the Revolving Credit Facility are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.25% to 1.50% for loans based on LIBOR 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. Letters of credit are subject to a fronting fee payable to the issuing bank and a fee payable to the lenders equal to the LIBOR margin rate. In addition, we are required to pay an unused commitment fee at a rate of 0.25% per annum of the average unused portion of the lending commitments.

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At both September 30, 2020, and December 31, 2019, we had no borrowings outstanding under the Revolving Credit Facility and $4.6 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 LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.75% to 2.00% for LIBOR rate loans and from 0.75% to 1.00% for base rate loans, both dependent on the amount of Average Excess Availability (as defined in the Amended Agreement). During the nine months ended September 30, 2020, the average interest rate on the ABL Term Loan was approximately 2.47%.

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 1.5% during the nine months ended September 30, 2020.

Term Loan

On March 30, 2016 (Closing Date), Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and the guarantors party thereto, entered into a term loan agreement, as amended, (Term Loan Agreement) with American AgCredit, PCA, as administrative agent and sole lead arranger, and other banks in the Farm Credit system named therein as lenders. The original Term Loan Agreement was for a $75.0 million secured term loan (Term Loan). In December 2016, we repaid $30 million of the Term Loan. In July 2020, we paid off the remaining balance on the Term Loan of $45.0 million, thus satisfying and discharging our obligations under the Term Loan.

Interest rates under the Term Loan Agreement were based, at our election, on either the LIBOR or a base rate, as defined in the Term Loan Agreement, plus a spread over the index. The applicable spread for the Term Loan ranged from 1.875% to 2.125% for LIBOR rate loans, and 0.875% to 1.125% for base rate loans, both dependent on our Interest Coverage Ratio (as defined in the Term Loan Agreement). During the nine months ended September 30, 2020, the average interest rate on the Term Loan was approximately 2.82%. We have received and expect to receive patronage credits through the period in which the Term Loan was outstanding. After giving effect to expected patronage distributions, the effective average net interest rate on the Term Loan was approximately 1.8%.

2024 Notes

On August 29, 2016, Boise Cascade issued $350 million of 5.625% senior notes due September 1, 2024 (2024 Notes), through a private placement that was exempt from the registration requirements of the Securities Act of 1933, as amended (Securities Act). Interest on our 2024 Notes was payable semiannually in arrears on March 1 and September 1.

In connection with the issuance of the $400 million of 4.875% senior notes due July 1, 2030 (2030 Notes) described below, we commenced a tender offer to purchase any and all of our $350 million aggregate principal amount of 2024 Notes then outstanding. On July 27, 2020, we accepted for purchase an aggregate principal amount of $212.5 million of the 2024 Notes that were tendered. On September 1, 2020, we redeemed the remaining $137.5 million in aggregate principal amount of the 2024 Notes outstanding and our obligations under the indenture, pursuant to which the 2024 Notes were issued, were satisfied and discharged. In connection with these transactions, we recognized a pre-tax loss on the extinguishment of debt of $14.0 million during the three months ended September 30, 2020. The loss includes $10.8 million of debt extinguishment premium payments and $3.2 million for the write-off of unamortized deferred financing costs.

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2030 Notes

On July 27, 2020, we issued the 2030 Notes through a private placement that was exempt from the registration requirements of the Securities Act. The 2030 Notes mature on July 1, 2030, with interest payable semiannually in arrears on January 1 and July 1, commencing on January 1, 2021. The 2030 Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor under our Amended Agreement.

Following the sale of our 2030 Notes, as noted above, we used the net proceeds of the sale to repurchase or redeem any and all of our 2024 Notes, to pay off our Term Loan of $45.0 million, and to pay related financings fees and expenses related to the offering of the 2030 Notes and incurred in connection with the repurchase or redemption of the 2024 Notes.

The 2030 Notes are senior unsecured obligations and rank equally with all of the existing and future senior indebtedness of Boise Cascade Company and of the guarantors, senior to all of their existing and future subordinated indebtedness, effectively subordinated to all of their present and future senior secured indebtedness (including all borrowings with respect to our Amended Agreement to the extent of the value of the assets securing such indebtedness), and structurally subordinated to the indebtedness of any subsidiaries that do not guarantee the 2030 Notes.

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 Swaps

For information on interest rate swaps, see Interest Rate Risk and Interest Rate Swaps of Note 2, Summary of Significant Accounting Policies.

Cash Paid for Interest

For the nine months ended September 30, 2020 and 2019, cash payments for interest were $21.2 million and $22.7 million, respectively.

7. Leases

Lease Costs

The components of lease expense were as follows:


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
	(thousands)
Operating lease cost	$	3,313	$	3,442	$	10,020	$	10,150
Finance lease cost
Amortization of right-of-use assets	603		410		1,602		1,170
Interest on lease liabilities	615		479		1,659		1,405
Variable lease cost	754		721		2,215		2,062
Short-term lease cost	899		1,338		2,969		3,407
Sublease income	(31)		(134)		(108)		(438)
Total lease cost	$	6,153	$	6,256	$	18,357	$	17,756

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Other Information

Supplemental cash flow information related to leases was as follows:


	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019

	(thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	9,744	$	10,026
Operating cash flows from finance leases	1,659		1,405
Financing cash flows from finance leases	936		571
Right-of-use assets obtained in exchange for lease obligations
Operating leases	6,628		3,243
Finance leases	9,871		2,655

Other information related to leases was as follows:



	September 30, 2020		December 31, 2019

Weighted-average remaining lease term (years)
Operating leases	8		8
Finance leases	15		14
Weighted-average discount rate
Operating leases	6.4	%	6.5	%
Finance leases	7.7	%	8.5	%

As of September 30, 2020, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:


	Operating Leases		Finance Leases
	(thousands)
Remainder of 2020	$	3,233	$	974
2021	13,005		3,917
2022	12,236		3,923
2023	11,945		3,963
2024	11,190		3,959
Thereafter	34,992		41,319
Total future minimum lease payments	86,601		58,055
Less: interest	(19,932)		(24,618)
Total lease obligations	66,669		33,437
Less: current obligations	(9,175)		(1,514)
Long-term lease obligations	$	57,494	$	31,923

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8. Retirement and Benefit Plans

The following table presents the pension benefit costs:


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
	(thousands)
Service cost	$	167	$	163	$	501	$	485
Interest cost	1,474		1,792		4,420		5,417
Expected return on plan assets	(1,374)		(1,477)		(4,120)		(4,426)
Amortization of actuarial (gain) loss	202		(44)		605		(131)
Plan settlement loss	—		1,342		86		1,342
Net periodic benefit expense	$	469	$	1,776	$	1,492	$	2,687

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

During the nine months ended September 30, 2020, we contributed $12.7 million in cash to the pension plans. During the third quarter 2020, we repurchased two BMD real property locations we previously had contributed to our qualified defined benefit pension plan (Pension Plan) for approximately $11.4 million, which were recorded as pension contributions. For information related to the contribution of properties to our qualified defined benefit pension plan, see Note 12, Retirement and Benefit Plans, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K. For the remainder of 2020, we expect to make approximately $0.1 million in cash contributions to our nonqualified salaried pension plans.

We have announced to plan participants our intention to terminate our Pension Plan (Plan Termination). In conjunction with the Plan Termination, we froze accrual of all benefits on our Pension Plan effective August 31, 2020. In addition, we purchased a buy-in group annuity contract (Buy-In) from The Prudential Insurance Company of America (Prudential), which was funded with plan assets on August 6, 2020.

In anticipation of the Plan Termination, the Buy-In will fund lump-sum payments made to eligible plan participants. The lump-sum program is expected to close on October 31, 2020 and participants who elect to participate will receive payment on or about December 2, 2020, after which, neither the Pension Plan nor Prudential will have any further obligations to those participants.

After completion of the lump-sum program, we expect to exercise our option to convert the Buy-In to a buy-out group annuity contract (Buy-Out) for no additional premium. When the Buy-Out becomes effective, we plan to irrevocably transfer to Prudential the future benefit obligations and annuity administration for all remaining plan participants (or their beneficiaries) in the Pension Plan. We expect these transactions to fully eliminate the liabilities of our Pension Plan, upon which we will record the related non-cash accounting adjustments as required by the application of pension settlement accounting rules.

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9. Stock-Based Compensation

In first quarter 2020 and 2019, 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 nine months ended September 30, 2020, we granted 94,850 PSUs to our officers and other employees, subject to performance and service conditions. For the officers, the number of shares actually awarded will range from 0% and 200% of the target amount, depending upon Boise Cascade's 2020 return on invested capital (ROIC), as approved by our Compensation Committee in accordance with the related grant agreement. For the other employees, the number of shares actually awarded will range from 0% to 200% of the target amount, depending upon Boise Cascade’s 2020 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, determined in accordance with the related grant agreement. Because the ROIC and EBITDA components contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest.

During the nine months ended September 30, 2019, we granted 110,923 PSUs to our officers and other employees, subject to performance and service conditions. During the 2019 performance period, officers and other employees earned 93% and 96%, respectively, of the target based on Boise Cascade’s 2019 ROIC and EBITDA, determined by our Compensation Committee in accordance with the related grant agreement.

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

During the nine months ended September 30, 2020 and 2019, we granted an aggregate of 125,716 and 166,675 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 over 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 nine months ended September 30, 2020 and 2019, the total fair value of PSUs and RSUs vested was $11.1 million and $11.4 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the nine months ended September 30, 2020:


	PSUs			RSUs
	Number of shares	Weighted Average Grant-Date Fair Value		Number of shares	Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2019	295,347	$	31.09	257,564	$	31.14
Granted	94,850	36.45		125,716	36.45
Performance condition adjustment (a)	(6,989)	29.48		—	—
Vested	(162,622)	28.93		(143,807)	30.88
Forfeited	(24,246)	32.57		(26,707)	32.82
Outstanding, September 30, 2020	196,340	$	35.34	212,766	$	34.24

_______________________________

(a) Represents total PSUs forfeited during the nine months ended September 30, 2020, related to the 2019 performance condition adjustment described above.

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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 stock awards with only service conditions on a straight-line basis over the requisite service period. Most of our share-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 September 30				Nine Months Ended September 30
	2020		2019		2020		2019
	(thousands)
PSUs	$	1,503	$	800	$	2,804	$	2,515
RSUs	991		1,147		3,035		3,501

Total	$	2,494	$	1,947	$	5,839	$	6,016

The related tax benefit for both the nine months ended September 30, 2020 and 2019, was $1.5 million. As of September 30, 2020, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $11.2 million. This expense is expected to be recognized over a weighted-average period of 2.0 years.

10. 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 nine months ended September 30, 2020 and 2019, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

On September 28, 2020, our board of directors declared a supplemental dividend of $1.60 per share on our common stock, payable on November 2, 2020, to stockholders of record on October 15, 2020. At September 30, 2020, we accrued $62.7 million in "Dividends payable" on our Consolidated Balance Sheets, representing our supplemental dividend declaration. On October 29, 2020, our board of directors declared a quarterly dividend of $0.10 per share on our common stock, payable on December 15, 2020, to stockholders of record on December 1, 2020. For a description of the restrictions in our asset-based credit facility and the indenture governing our senior notes on our ability to pay dividends, see Note 6, Debt.

Future quarterly dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, legal capital requirements and surplus, our future operations and earnings, general financial condition, contractual obligations, restrictions imposed by our asset-based credit facility, term loan, and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.

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Accumulated Other Comprehensive Loss

The following table details the changes in accumulated other comprehensive loss for the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
	(thousands)
Beginning balance, net of taxes	$	(49,883)	$	(47,717)	$	(50,248)	$	(47,652)

Amortization of actuarial (gain) loss, before taxes (a)	202		(44)		605		(131)
Effect of settlements, before taxes (a)	—		1,342		86		1,342
Income taxes	(51)		(329)		(175)		(307)
Ending balance, net of taxes	$	(49,732)	$	(46,748)	$	(49,732)	$	(46,748)

___________________________________

(a) Represents amounts reclassified from accumulated other comprehensive loss. These amounts are included in the computation of net periodic pension cost. For additional information, see Note 8, Retirement and Benefit Plans.

11. 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 $2.8 million and $4.0 million, respectively, during the three months ended September 30, 2020 and 2019, and $9.5 million and $12.8 million, respectively, during the nine months ended September 30, 2020 and 2019. These sales are recorded in "Sales" in our Consolidated Statements of Operations.

Costs and Expenses

Related-party wood fiber purchases from LTP were $15.6 million and $21.4 million, respectively, during the three months ended September 30, 2020 and 2019, and $52.0 million and $62.7 million, respectively, during the nine months ended September 30, 2020 and 2019. These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.

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12. Segment Information

We operate our business using two reportable segments: Wood Products and Building Materials Distribution. 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 17, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K.

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


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
	(millions)
Wood Products (a)
LVL	$	4.3	$	7.9	$	15.6	$	31.8
I-joists	3.3		4.9		10.4		18.2
Other engineered wood products	5.6		6.2		17.2		20.5
Plywood and veneer	105.1		64.6		234.2		195.5
Lumber	13.3		13.5		37.9		40.7
Byproducts	16.1		18.3		52.5		56.4

Other	3.9		8.5		12.9		27.8
	151.6		123.9		380.7		391.0

Building Materials Distribution
Commodity	718.9		467.9		1,649.1		1,316.7
General line	483.0		454.5		1,328.5		1,207.7
Engineered wood products	235.8		223.3		644.3		626.4
	1,437.7		1,145.6		3,621.9		3,150.7
	$	1,589.3	$	1,269.5	$	4,002.6	$	3,541.7

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(a)Amounts represent sales to external customers. Sales are calculated after intersegment sales eliminations to our Building Materials Distribution segment, as well as the cost of EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, retail lumberyards, and professional builders). For the nine months ended September 30, 2020, approximately 80% of Wood Products' EWP sales volumes were to our Building Materials Distribution segment.

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An analysis of our operations by segment is as follows:


	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
	(thousands)
Net sales by segment
Wood Products	$	363,674	$	325,102	$	965,240	$	978,881
Building Materials Distribution	1,437,683		1,145,621		3,621,940		3,150,750
Intersegment eliminations (a)	(212,044)		(201,199)		(584,573)		(587,940)
Total net sales	$	1,589,313	$	1,269,524	$	4,002,607	$	3,541,691

Segment operating income
Wood Products (b)	$	66,035	$	15,597	$	86,872	$	46,135
Building Materials Distribution	107,901		38,665		180,413		89,982
Total segment operating income	173,936		54,262		267,285		136,117
Unallocated corporate costs	(15,364)		(9,364)		(31,396)		(24,433)
Income from operations	$	158,572	$	44,898	$	235,889	$	111,684

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

(b) Wood Products segment operating income for the nine months ended September 30, 2020, includes $15.0 million of accelerated depreciation and $1.7 million of other closure-related costs due to the permanent curtailment of I-joist production at our Roxboro, North Carolina facility. For more information, see Note 5, Curtailment of Manufacturing Facility.

13. 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 18, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 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 September 30, 2020, there have been no material changes to the above commitments disclosed in the 2019 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 believe it is not reasonably possible that any of the legal actions against us will, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

Guarantees

We provide guarantees, indemnifications, and assurances to others. Note 18, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 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, 2020, there have been no material changes to the guarantees disclosed in the 2019 Form 10-K, except for debt transactions disclosed in Note 6, Debt.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Understanding Our Financial Information

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes in "Item 1. Financial Statements" of this Form 10-Q, as well as our 2019 Form 10-K. The following discussion includes statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other nonhistorical statements in the discussion, are forward-looking. These forward-looking statements include, without limitation, any statement that may predict, indicate, or imply future results, performance, or achievements and may contain the words "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Item 1A. Risk Factors" in our 2019 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission (SEC). We do not assume an obligation to update any forward-looking statement. Our future actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form 10-Q.

Background

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. Boise Cascade is a large, vertically-integrated wood products manufacturer and building materials distributor. We have two reportable segments: (i) Wood Products, which primarily manufactures engineered wood products (EWP) and plywood; and (ii) Building Materials Distribution (BMD), which is a wholesale distributor of building materials. Demand for the products we manufacture, as well as the products we purchase and distribute, is closely correlated with new residential construction in the U.S. To a lesser extent, demand for our products correlates with residential repair-and-remodeling activity and light commercial construction. For more information, see Note 12, Segment Information, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Executive Overview

We recorded income from operations of $158.6 million during the three months ended September 30, 2020, compared with income from operations of $44.9 million during the three months ended September 30, 2019. In our Wood Products segment, income increased $50.4 million to $66.0 million for the three months ended September 30, 2020, from $15.6 million for the three months ended September 30, 2019, due primarily to higher plywood sales prices. In our Building Materials Distribution segment, income increased $69.2 million to $107.9 million for the three months ended September 30, 2020, from $38.7 million for the three months ended September 30, 2019, driven by a gross margin increase of $86.7 million, resulting primarily from improved gross margins on commodity products compared with third quarter 2019. The margin improvement was offset partially by increased selling and distribution expenses and general and administrative expenses of $14.3 million and $2.5 million, respectively. These changes are discussed further in "Our Operating Results" below.

We ended third quarter 2020 with $503.9 million of cash and cash equivalents and $345.4 million of undrawn committed bank line availability, for total available liquidity of $849.3 million. We had $443.6 million of outstanding debt at September 30, 2020. We generated $218.7 million of cash during the nine months ended September 30, 2020, as cash provided by operations and issuances of long-term debt was offset partially by debt payments, capital spending, dividends paid on our common stock, and tax withholding payments on stock-based awards. A further description of our cash sources and uses for the nine month comparative periods are discussed further in "Liquidity and Capital Resources" below.

In response to rapidly evolving market conditions and economic uncertainties surrounding the impact of COVID-19, and various restrictions that limited residential construction activity, our Wood Products segment and many other producers in our industry reduced production levels early in the second quarter. In addition, many companies involved in the manufacture and distribution of building materials dramatically reduced inventory levels in late first quarter and early second quarter in response to falling commodity wood products prices and future demand uncertainty. As restrictions were loosened or rescinded, construction activity resumed mid-second quarter and continued at a robust pace through the third quarter. Across commodity product lines, product demand in the third quarter exceeded supply, and producers struggled to restore capacity because of COVID-19 related disruptions and natural disasters, causing significant increases in commodity products prices. Our BMD

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warehouse sales were strong throughout the third quarter as our retail lumberyard customers are relying on our broad base of inventory and high service levels to minimize their working capital investment given COVID-19 related uncertainties and historically high commodity product prices. In addition, we have had strong demand from our home center customers in response to elevated repair and remodel and "do-it-yourself" activity as people are spending more time at home during the pandemic.

As we begin the fourth quarter, Wood Products continues to make efforts to restore production rates to pre-COVID-19 levels in response to strong end-product demand, particularly for our EWP. However, we continue to experience periodic short-term disruptions at many locations due to COVID-19. In addition, we expect activity levels across our distribution network to continue to vary widely as COVID-19 impacts geographies across the U.S. to differing degrees, and federal, state, or local restrictions are implemented or rescinded. To date, we have not experienced significant supply chain disruptions that would limit our ability to meet customer delivery commitments or source the necessary raw materials and finished goods needed by our operations. We continue to conduct business with modifications to mill and distribution center housekeeping and cleanliness protocols, employee travel, employee work locations, and virtualization or cancellation of certain sales and marketing events, among other modifications. In addition, we continue to actively monitor evolving developments and may take actions that alter our business operations as may be required by federal, state, or local authorities, or that we determine are in the best interests of our employees, customers, suppliers, communities, and stockholders.

While there continues to be a heightened level of economic uncertainty given the pandemic, low mortgage rates, continuation of work-from-home practices by many in the economy, and demographics in the U.S. have created a favorable demand environment for new residential construction, which we expect to continue into next year. Furthermore, with homeowners spending more time at home, repair and remodel spending may continue to strengthen as homeowners invest in existing homes. As of October 2020, the Blue Chip Economic Indicators consensus forecast for 2020 and 2021 single- and multi-family housing starts in the U.S. were 1.32 million and 1.38 million units, respectively, compared with actual housing starts of 1.29 million in 2019, as reported by the U.S. Census Bureau. Although we believe that current U.S. demographics support a higher level of housing starts, and many national home builders are reporting strong near-term backlogs, the impacts of COVID-19 on residential construction are uncertain. A re-acceleration of COVID-19 cases could prompt state or local officials to reinstitute restrictions that could limit or constrain building activity. In addition, the economic consequences of COVID-19 may adversely affect the pace of household formation rates and residential repair-and-remodeling activity due to high unemployment rates, lower wages, reduced consumer confidence, prospective home buyers' lack of ability to view homes in person, homebuyers' access to and cost of financing, and housing affordability, as well as other factors.

Strong demand when coupled with capacity constraints in third quarter 2020 created supply/demand imbalances in the marketplace and historically high pricing levels for commodity lumber and panel products. However, October 2020 composite lumber and panel prices have declined by approximately 35% and 10% from the peaks reached in September 2020 and are at risk for further price erosion that will be dependent on the impact of COVID-19 on residential construction, capacity restoration and industry operating rates, net import and export activity, transportation constraints or disruptions, inventory levels in various distribution channels, and seasonal demand patterns. As a wholesale distributor of a broad mix of commodity products and a manufacturer of certain commodity products, we have sales and profitability exposure to declines in commodity product prices. As previously announced, we will also continue to evaluate plywood market conditions, log supply availability, operating costs, environmental permits, and other factors influencing our Elgin plywood operations as we approach 2021.

Factors That Affect Our Operating Results and Trends

Our results of operations and financial performance are influenced by a variety of factors, including the following:

•the duration and magnitude of impacts of the COVID-19 pandemic;

•the commodity nature of our products and their price movements, which are driven largely by industry capacity and operating rates, industry cycles that affect supply and demand, and net import and export activity;

•general economic conditions, including but not limited to housing starts, repair-and-remodeling activity, light commercial construction, inventory levels of new and existing homes for sale, foreclosure rates, interest rates, unemployment rates, household formation rates, prospective home buyers' access to and cost of financing, and housing affordability, that ultimately affect demand for our products;

•the highly competitive nature of our industry;

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•disruptions to information systems used to process and store customer, employee, and vendor information, as well as the technology that manages our operations and other business processes;

•material disruptions and/or major equipment failure at our manufacturing facilities;

•concentration of our sales among a relatively small group of customers, as well as the financial condition and creditworthiness of our customers;

•product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers;

•labor disruptions, shortages of skilled and technical labor, or increased labor costs;

•the need to successfully formulate and implement succession plans for key members of our management team;

•impairment of our long-lived assets, goodwill, and/or intangible assets;

•cost and availability of raw materials, including wood fiber and glues and resins;

•cost of compliance with government regulations, in particular environmental regulations;

•our ability to successfully and efficiently complete and integrate acquisitions;

•declines in demand for our products due to competing technologies or materials, as well as changes in building code provisions;

•substantial ongoing capital investment costs, including those associated with recent acquisitions, and the difficulty in offsetting fixed costs related to those investments;

•the cost and availability of third-party transportation services used to deliver the goods we manufacture and distribute, as well as our raw materials;

•exposure to product liability, product warranty, casualty, construction defect, and other claims;

•the impact of actuarial assumptions, investment return on pension assets, and regulatory activity on pension costs and pension funding requirements,

•our indebtedness, including the possibility that we may not generate sufficient cash flows from operations or that future borrowings may not be available in amounts sufficient to fulfill our debt obligations and fund other liquidity needs;

•change in interest rate of our debt;

•restrictive covenants contained in our debt agreements;

•fluctuations in the market for our equity; and

•the other factors described in "Item 1A. Risk Factors" in our 2019 Form 10-K and in this Form 10-Q.

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Our Operating Results

The following tables set forth our operating results in dollars and as a percentage of sales for the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended September 30						Nine Months Ended September 30
	2020			2019			2020			2019
	(millions)
Sales	$	1,589.3		$	1,269.5		$	4,002.6		$	3,541.7

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,261.7			1,078.9			3,302.9			3,026.4
Depreciation and amortization	20.0			21.0			75.3			59.6
Selling and distribution expenses	122.9			106.6			325.9			292.5
General and administrative expenses	26.1			18.6			60.9			52.1
Loss on curtailment of facility	—			—			1.7			—
Other (income) expense, net	0.1			(0.4)			0.1			(0.6)
	1,430.7			1,224.6			3,766.7			3,430.0

Income from operations	$	158.6		$	44.9		$	235.9		$	111.7

	(percentage of sales)
Sales	100.0		%	100.0		%	100.0		%	100.0		%

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	79.4		%	85.0		%	82.5		%	85.5		%
Depreciation and amortization	1.3			1.7			1.9			1.7
Selling and distribution expenses	7.7			8.4			8.1			8.3
General and administrative expenses	1.6			1.5			1.5			1.5
Loss on curtailment of facility	—			—			—			—
Other (income) expense, net	—			—			—			—
	90.0		%	96.5		%	94.1		%	96.8		%

Income from operations	10.0		%	3.5		%	5.9		%	3.2		%

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Sales Volumes and Prices

Set forth below are historical U.S. housing starts data, segment sales volumes and average net selling prices for the principal products sold by our Wood Products segment, and sales mix and gross margin information for our Building Materials Distribution segment for the three and nine months ended September 30, 2020 and 2019.


	Three Months Ended September 30						Nine Months Ended September 30
	2020			2019			2020			2019
	(thousands)
U.S. Housing Starts (a)
Single-family	283.9			243.3			715.6			674.1
Multi-family	104.3			105.1			300.6			289.4
	388.2			348.4			1,016.2			963.5

	(thousands)
Segment Sales
Wood Products	$	363,674		$	325,102		$	965,240		$	978,881
Building Materials Distribution	1,437,683			1,145,621			3,621,940			3,150,750

Intersegment eliminations	(212,044)			(201,199)			(584,573)			(587,940)
Total sales	$	1,589,313		$	1,269,524		$	4,002,607		$	3,541,691

Wood Products	(millions)
Sales Volumes
Laminated veneer lumber (LVL) (cubic feet)	4.6			4.6			13.1			13.6
I-joists (equivalent lineal feet)	63			60			172			173
Plywood (sq. ft.) (3/8" basis)	316			343			948			1,022



Wood Products	(dollars per unit)
Average Net Selling Prices
Laminated veneer lumber (LVL) (cubic foot)	$	18.14		$	18.59		$	18.33		$	18.71
I-joists (1,000 equivalent lineal feet)	1,237			1,268			1,257			1,271
Plywood (1,000 sq. ft.) (3/8" basis)	428			254			328			271



	(percentage of Building Materials Distribution sales)
Building Materials Distribution
Product Line Sales
Commodity	50.0		%	40.8		%	45.5		%	41.8		%
General line	33.6		%	39.7		%	36.7		%	38.3		%
Engineered wood	16.4		%	19.5		%	17.8		%	19.9		%

Gross margin percentage (b)	16.4		%	13.0		%	14.4		%	12.5		%

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(a) Actual U.S. housing starts data reported by the U.S. Census Bureau.

(b) We define gross margin as "Sales" less "Materials, labor, and other operating expenses (excluding depreciation)." Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our Building Materials Distribution segment are for inventory purchased for resale. Gross margin percentage is gross margin as a percentage of segment sales.

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Sales

For the three months ended September 30, 2020, total sales increased $319.8 million, or 25%, to $1,589.3 million from $1,269.5 million during the three months ended September 30, 2019. For the nine months ended September 30, 2020, total sales increased by $460.9 million, or 13%, to $4,002.6 million from $3,541.7 million for the same period in the prior year. As described below, the increase in sales was driven by the changes in sales prices and volumes for the products we manufacture and distribute with single-family residential construction activity being the key demand driver of our sales. In third quarter 2020, U.S. housing starts increased 11%, with single-family starts up 17% from the same period in 2019. On a year-to-date basis through September 2020, total and single-family housing starts increased 5% and 6%, respectively, compared with the same period in 2019. Average composite lumber and average composite panel prices for the three months ended September 30, 2020, were 109% and 100% higher, respectively, than in the same period in the prior year, as reflected by Random Lengths composite lumber and panel pricing. For the nine months ended September 30, 2020, average composite lumber and average composite panel prices were 47% and 37% higher, respectively, compared with the same period in the prior year.

Wood Products. Sales, including sales to our BMD segment, increased $38.6 million, or 12%, to $363.7 million for the three months ended September 30, 2020, from $325.1 million for the three months ended September 30, 2019. The increase in sales was driven primarily by higher plywood prices of 69%, resulting in increased sales of $54.9 million. Plywood demand in the third quarter far outpaced industry production levels, driving the sharp increase in pricing. In addition, higher sales volumes for I-joists of 5% resulted in increased sales of $3.8 million. These increases were offset partially by lower sales volumes for plywood and LVL of 8% and 2%, respectively, resulting in decreased sales of $7.0 million and $1.4 million, respectively. The lower volume for plywood sales reflects our continued work to optimize veneer into EWP production, as well as periodic short-term disruptions related to COVID-19. In addition, net sales prices for LVL and I-joists each decreased 2%, resulting in decreased sales of $2.0 million each.

For the nine months ended September 30, 2020, sales, including sales to our BMD segment, decreased $13.6 million, or 1%, to $965.2 million from $978.9 million for the same period in the prior year. The decrease in sales was driven primarily by decreases in sales volumes for plywood and LVL of 7% and 4%, respectively, resulting in decreased sales of $20.2 million and $8.9 million, respectively. In addition, net sales prices for LVL and I-joists decreased 2% and 1%, respectively, resulting in decreased sales of $5.0 million and $2.5 million, respectively. Lumber sales prices decreased 13%, resulting in decreased sales of $5.3 million. In addition, decreases in other sales, including by-products, freight, logs, and other EWP, contributed to the decrease in sales. These decreases were offset partially by higher sales prices for plywood of 21%, resulting in increased sales of $53.6 million. I-joists sales volumes were relatively flat compared with the prior year period.

Building Materials Distribution. Sales increased $292.1 million, or 25%, to $1,437.7 million for the three months ended September 30, 2020, from $1,145.6 million for the three months ended September 30, 2019. Compared with the same quarter in the prior year, the overall increase in sales was driven by sales price increases of 25%, with relatively flat sales volumes. By product line, commodity sales increased 54%, or $251.1 million; general line product sales increased 6%, or $28.5 million; and sales of EWP (substantially all of which are sourced through our Wood Products segment) increased 6%, or $12.5 million.

During the nine months ended September 30, 2020, sales increased $471.2 million, or 15%, to $3,621.9 million from $3,150.8 million for the same period in the prior year. Compared with the same period in the prior year, the overall increase in sales was driven by sales price and sales volume increases of 10% and 5%, respectively. By product line, commodity sales increased 25%, or $332.4 million; general line product sales increased 10%, or $120.8 million; and sales of EWP increased 3%, or $18.0 million.

Costs and Expenses

Materials, labor, and other operating expenses (excluding depreciation) increased $182.8 million, or 17%, to $1,261.7 million for the three months ended September 30, 2020, compared with $1,078.9 million during the same period in the prior year. In our Wood Products segment, materials, labor, and other operating expenses decreased, due to lower sales volumes, offset partially by higher per-unit costs of OSB (used in the manufacture of I-joists) and logs of approximately 43% and 3%, compared with third quarter 2019. Materials, labor, and other operating expenses as a percentage of sales (MLO rate) in our Wood Products segment decreased by 1,320 basis points, which was primarily due to higher plywood sales prices, resulting in improved leveraging of other manufacturing costs, labor costs, and wood fiber costs. In BMD, materials, labor, and other operating expenses increased, driven by higher purchased materials costs as a result of higher commodity prices. However, the BMD segment MLO rate improved 340 basis points compared with the third quarter 2019 due primarily to improved gross margin percentages for our commodity product sales, driven by an increasing commodity price environment during the third quarter 2020.

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For the nine months ended September 30, 2020, materials, labor, and other operating expenses (excluding depreciation), increased $276.5 million or 9%, to $3,302.9 million, compared with $3,026.4 million in the same period in the prior year. In our Wood Products segment, materials, labor, and other operating expenses decreased, due to lower sales volumes, offset partially by higher per-unit costs of OSB and logs of 26% and 1%, respectively, compared with the first nine months of 2019. The MLO rate in our Wood Products segment decreased by 640 basis points, which was primarily due to higher plywood sales prices, resulting in improved leveraging of manufacturing costs, including labor costs. In BMD, the increase in materials, labor, and other operating expenses was driven by higher purchased materials costs as a result of higher commodity prices and higher sales volumes, compared with the first nine months of 2019. However, the BMD segment MLO rate improved 190 basis points compared with the first nine months of 2019 due primarily to improved gross margin percentages for our commodity product sales, driven by an increasing commodity price environment during most of the first nine months of 2020.

Depreciation and amortization expenses decreased $0.9 million, or 4%, to $20.0 million for the three months ended September 30, 2020, compared with $21.0 million during the same period in the prior year. For the nine months ended September 30, 2020, these expenses increased $15.6 million, or 26%, to $75.3 million, compared with $59.6 million in the same period in the prior year, due primarily to recording accelerated depreciation of $15.0 million in first quarter 2020 to fully depreciate the curtailed I-joist production assets at our Roxboro, North Carolina facility. For additional information, see Note 5, Curtailment of Manufacturing Facility, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Selling and distribution expenses increased $16.3 million, or 15%, to $122.9 million for the three months ended September 30, 2020, compared with $106.6 million during the same period in the prior year, due primarily to higher employee-related expenses, mostly incentive compensation, of $16.3 million, offset partially by lower travel and entertainment expenses of $2.0 million. For the nine months ended September 30, 2020, selling and distribution expenses increased $33.5 million, or 11%, to $325.9 million, compared with $292.5 million during the same period in 2019, due primarily to higher employee-related expenses, mostly incentive compensation, of $29.7 million, as well as higher shipping and handling costs of $1.6 million. These increases were offset partially by lower travel and entertainment expenses of $4.1 million.

General and administrative expenses increased $7.5 million, or 40%, to $26.1 million for the three months ended September 30, 2020, compared with $18.6 million for the same period in the prior year. For the nine months ended September 30, 2020, general and administrative expenses increased $8.8 million, or 17%, to $60.9 million, compared with $52.1 million during the same period in 2019. The increases for both periods were primarily a result of higher employee-related expenses, mostly incentive compensation, offset partially by lower discretionary expenses, including travel and entertainment expenses and professional fees.

For the nine months ended September 30, 2020, loss on curtailment of facility was $1.7 million, representing various closure-related costs from the permanent curtailment of I-joist production at our Roxboro, North Carolina facility. For additional information, see Note 5, Curtailment of Manufacturing Facility, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Income From Operations

Income from operations increased $113.7 million to $158.6 million for the three months ended September 30, 2020, compared with $44.9 million for the three months ended September 30, 2019. Income from operations increased $124.2 million to $235.9 million for the nine months ended September 30, 2020, compared with $111.7 million for the nine months ended September 30, 2019.

Wood Products. Segment income increased $50.4 million to $66.0 million for the three months ended September 30, 2020, compared with $15.6 million for the three months ended September 30, 2019. The increase in segment income was due primarily to higher plywood sales prices, offset partially by higher wood fiber costs, as well as lower net sales prices of EWP. In addition, selling and distribution expenses and general and administrative expenses increased $2.0 million and $1.7 million, respectively.

For the nine months ended September 30, 2020, segment income increased $40.7 million to $86.9 million from $46.1 million for the nine months ended September 30, 2019. The increase in segment income was due primarily to higher plywood sales prices and lower manufacturing costs. These improvements were offset partially by accelerated depreciation of $15.0 million and other closure-related costs of $1.7 million at our Roxboro, North Carolina facility, as well as lower EWP and

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lumber prices. In addition, selling and distribution expenses and general and administrative expenses increased $1.9 million and $1.1 million, respectively.

Building Materials Distribution. Segment income increased $69.2 million to $107.9 million for the three months ended September 30, 2020, from $38.7 million for the three months ended September 30, 2019. The increase in segment income was driven by a gross margin increase of $86.7 million, resulting primarily from improved gross margins on commodity products compared with third quarter 2019. The margin improvement was offset partially by increased selling and distribution expenses and general and administrative expenses of $14.3 million and $2.5 million, respectively.

For the nine months ended September 30, 2020, segment income increased $90.4 million to $180.4 million from $90.0 million for the nine months ended September 30, 2019. The increase in segment income was driven by a gross margin increase of $127.6 million resulting primarily from improved gross margins on commodity products, as well as higher sales of general line products compared with the first nine months of 2019. The margin improvement was offset partially by increased selling and distribution expenses and general and administrative expenses of $31.5 million and $4.2 million, respectively.

Corporate. Unallocated corporate expenses increased $6.0 million to $15.4 million from $9.4 million for the three months ended September 30, 2020, compared with the same period in the prior year. For the nine months ended September 30, 2020, unallocated corporate expenses increased $7.0 million to $31.4 million from $24.4 million for the nine months ended September 30, 2019. The increases for both periods were due primarily to higher incentive compensation and business interruption losses. As part of our self-insured risk retention program, corporate absorbed approximately $3.2 million of estimated business interruption losses at Wood Products facilities in third quarter 2020. The losses resulted from downtime at our Louisiana manufacturing facilities due to Hurricane Laura and from a fire-related production disruption at our Chester, South Carolina, plywood plant.

Other

Change in fair value of interest rate swaps. For information related to our interest rate swaps, see the discussion under "Interest Rate Risk and Interest Rate Swaps" of Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Loss on extinguishment of debt. In connection with the issuance of the $400 million of 4.875% senior notes due July 1, 2030 (2030 Notes), we commenced a tender offer to purchase any and all of our $350 million aggregate principal amount of 5.625% senior notes due September 1, 2024 (2024 Notes) then outstanding. On July 27, 2020, we accepted for purchase an aggregate principal amount of $212.5 million of the 2024 Notes that were tendered. On September 1, 2020, we redeemed the remaining $137.5 million in aggregate principal amount of the 2024 Notes outstanding. In connection with these transactions, we recognized a pre-tax loss on the extinguishment of debt of $14.0 million during third quarter 2020. The loss includes $10.8 million in debt extinguishment premium payments and $3.2 million for the write-off of unamortized deferred financing costs. For more information related to our indebtedness, see Note 6, Debt, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Income Tax Provision

Industry Mergers and Acquisitions

On August 27, 2020, Builders FirstSource, Inc. (BFS) and BMC Stock Holdings (BMC) announced a definitive merger agreement. The merger is expected to close in late 2020 or early 2021. BFS and BMC are both customers of ours. We believe we have good relationships with these customers. However, until this transaction closes, we cannot assess the impact, if any, this customer combination may have on our future results of operations.

Liquidity and Capital Resources

We ended third quarter 2020 with $503.9 million of cash and cash equivalents and $443.6 million of debt. At September 30, 2020, we had $849.3 million of available liquidity (cash and cash equivalents and undrawn committed bank line availability). We generated $218.7 million of cash during the nine months ended September 30, 2020, as cash provided by

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operations and issuances of long-term debt were offset partially by debt payments, capital spending, dividends paid on our common stock, and tax withholding payments on stock-based awards. Further descriptions of our cash sources and uses for the nine month comparative periods are noted below.

We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, funding of acquisitions, lease obligations, working capital, and to pay cash dividends to holders of our common stock over the next 12 months. We expect to fund our seasonal and intra-month working capital requirements in the remainder of 2020 from cash on hand and, if necessary, borrowings under our revolving credit facility.

Sources and Uses of Cash

We generate cash primarily from sales of our products, as well as short-term and long-term borrowings. Our primary uses of cash are for expenses related to the manufacture and distribution of building products, including inventory purchased for resale, wood fiber, labor, energy, and glues and resins. In addition to paying for ongoing operating costs, we use cash to invest in our business, service our debt and pension obligations, pay dividends, repurchase our common stock, and meet our contractual obligations and commercial commitments. Below is a discussion of our sources and uses of cash for operating activities, investing activities, and financing activities.


	Nine Months Ended September 30
	2020		2019
	(thousands)
Net cash provided by operations	$	293,771	$	194,750
Net cash used for investment	(46,431)		(64,788)
Net cash used for financing	(28,642)		(15,190)

Operating Activities

For the nine months ended September 30, 2020, our operating activities generated $293.8 million of cash, compared with $194.8 million of cash generated in the same period in 2019. The $99.0 million increase in cash provided by operations was due primarily to an improvement in income from operations. See "Our Operating Results" in this Management's Discussion and Analysis of Financial Condition and Results of Operations for more information related to factors affecting our operating results. In addition, cash provided by operations increased due to a decrease in working capital of $41.2 million during the nine months ended September 30, 2020, compared with a $30.0 million decrease for the same period in the prior year. These increases were offset partially by cash paid for taxes, net of refunds received, of $35.3 million during the nine months ended September 30, 2020, compared with income tax refunds received, net of taxes paid, of $7.1 million in the same period a year ago. In addition, pension contributions increased $11.3 million compared to the prior year.

The change in working capital during both periods was primarily attributable to higher accounts payable and decreased inventories, offset by higher receivables. The increase in accounts payable and accrued liabilities provided $213.9 million of cash during the nine months ended September 30, 2020, compared with $66.1 million in the same period a year ago. During both periods, extended terms offered by major vendors to our Building Materials Distribution segment and seasonally higher purchasing activity contributed to the increase in accounts payable. During the nine months ended September 30, 2020, accrued liabilities also increased due to higher incentive compensation accruals for 2020. The increase in accounts payable during the nine months ended September 30, 2019, was offset partially by decreases in accrued liabilities, most notably annual employee incentive compensation payouts made during the period and lower incentive compensation accruals for 2019. During the nine months ended September 30, 2020, distribution inventories decreased due to stronger than expected demand and higher inventory turns, while manufacturing inventories decreased due to strong-end product demand, lower log inventory, and reduced production levels in response to periodic short-term disruptions at many locations due to COVID-19 and hurricanes in the Southeastern U.S. Both businesses have continued to manage their inventory levels in response to the volatility in demand caused by the COVID-19 pandemic. During the nine months ended September 30, 2019, inventories decreased, as weak commodity pricing in 2019 resulted in lower inventory values in our Building Materials Distribution segment, and as inventory levels at the end of 2018 were seasonally higher than normal with slower sales in the second half of 2018 due to slower housing activity and declining commodity prices. The increases in receivables in both periods primarily reflect increased sales of approximately 70% and 36%, comparing sales for the months of September 2020 and 2019 with sales for the months of December 2019 and 2018, respectively.

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Investment Activities

During the nine months ended September 30, 2020 and 2019, we used $47.0 million and $53.2 million, respectively, of cash for purchases of property and equipment, including business improvement and quality/efficiency projects, replacement and expansion projects, and ongoing environmental compliance. In addition, during the nine months ended September 30, 2019, we used $15.7 million for acquisitions, offset partially by asset sale proceeds of $2.5 million from the sale of a hardwood plywood facility located in Moncure, North Carolina.

In response to the uncertainty of the impacts of COVID-19, we reduced our planned capital spending for 2020 from our previously expected range of $85-to-$95 million to $60-to-$75 million. Included in our 2020 capital spending is the completion of the log utilization center improvement project at our plywood and veneer facility in Florien, Louisiana and BMD's door shop expansion in Dallas, Texas, as well as the purchase and improvement of a BMD property in Gallatin, Tennessee that expands our service capabilities in the Nashville market. This level of capital expenditures could increase or decrease as a result of a number of factors, including our financial results and future economic conditions. We expect our capital spending, excluding acquisitions, to be approximately $80-to-$90 million in 2021.

Financing Activities

During the nine months ended September 30, 2020, our financing activities used $28.6 million of cash, compared with $15.2 million of cash used in the same period in 2019, as further discussed below.

On July 27, 2020, we issued $400 million of 2030 Notes. With proceeds from the 2030 Notes issuance, we retired our $350 million of 2024 Notes and paid-off our American AgCredit term loan of $45.0 million. In connection with the retirement of the 2024 Notes, we made debt extinguishment premium payments of $10.8 million.

During the nine months ended September 30, 2020, our financing activities also used $12.6 million for common stock dividend payments, $6.2 million for financing costs related to the 2030 Notes, and $3.3 million of tax withholding payments on stock-based awards. During the nine months ended September 30, 2020, we did not borrow under our revolving credit facility, and therefore have no borrowings outstanding on the facility as of September 30, 2020.

On March 13, 2020, we negotiated an extension of our $350 million revolving credit agreement and our related $50 million term loan. As of September 30, 2020, we have no debt maturities prior to 2025.

During the nine months ended September 30, 2019, our financing activities used $15.2 million of cash, including $11.1 million for common stock dividend payments and $3.6 million of tax withholding payments on stock-based awards. During the nine months ended September 30, 2019, we also borrowed $5.5 million under our revolving credit facility to fund intra-month working capital needs, which were subsequently repaid during the same period with cash on hand.

For more information related to our debt transactions and structure, and our dividend policy, see the discussion in Note 6, Debt, and Note 10, Stockholders' Equity, respectively, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

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Contractual Obligations

For information about contractual obligations, see Contractual Obligations in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Form 10-K. As of September 30, 2020, there have been no material changes in contractual obligations outside the ordinary course of business since December 31, 2019, except for the items noted in the table below.


	Payments Due by Period
	Remainder 2020		2021-2022		2023-2024		Thereafter		Total
	(millions)
Long-term debt (a)	$	—	$	—	$	—	$	450.0	$	450.0
Interest (b)	0.1		38.5		39.9		117.2		195.7






	$	0.1	$	38.5	$	39.9	$	567.2	$	645.7

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(a) These borrowings are further explained in Note 6, Debt, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q. The table assumes our long-term debt is held to maturity. In addition, on March 13, 2020, we decreased the maximum amount available under our revolving credit facility from $370 million to $350 million.

(b) Amounts represent estimated interest payments on the 2030 Notes and ABL Term Loan as of September 30, 2020, assuming these instruments are held to maturity. Unused commitment fees and letter of credit fees payable under the Revolving Credit Facility are excluded from the table above. In addition, we have excluded our interest rate swaps from interest in the table above. For information regarding average pay rates and average receive rates on our interest rate swaps, see "Financial Instruments" included in this "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q.

We have also announced to plan participants our intention to terminate the Pension Plan (Plan Termination). In conjunction with the Plan Termination, we froze accrual of all benefits on our Pension Plan effective August 31, 2020. We do not expect the Plan Termination to result in a meaningful amount of additional cash contributions to the Pension Plan. For more information, see Note 6, Debt and Note 8, Retirement and Benefit Plans, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Off-Balance-Sheet Activities

At September 30, 2020, and December 31, 2019, we had no material off-balance-sheet arrangements with unconsolidated entities.

Guarantees

Note 10, Debt, and Note 18, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K describe 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, 2020, there have been no material changes to the guarantees disclosed in our 2019 Form 10-K, except for debt transactions disclosed in Note 6, Debt, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

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Seasonal Influences

We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. These seasonal factors are common in the building products industry. Seasonal changes in levels of building activity affect our building products businesses, which are dependent on housing starts, repair-and-remodeling activities, and light commercial construction activities. We typically report lower sales in the first and fourth quarters due to the impact of poor weather on the construction market, and we generally have higher sales in the second and third quarters, reflecting an increase in construction due to more favorable weather conditions. We typically have higher working capital in the first and second quarters in preparation and response to the building season. Seasonally cold weather increases costs, especially energy consumption costs, at most of our manufacturing facilities.

Employees

As of October 18, 2020, we had approximately 5,900 employees. Approximately 23% of these employees work pursuant to collective bargaining agreements. As of October 18, 2020, we had ten collective bargaining agreements. Four agreements, covering approximately 400 employees at our Elgin plywood plant and Kettle Falls plywood plant, expired on May 31, 2020, but the terms and conditions of those agreements remain in effect pending negotiation of new agreements. We may not be able to renew these agreements or may renew them on terms that are less favorable to us than the current agreements. In addition, an agreement covering approximately 20 employees at our Billings BMD facility is set to expire on March 31, 2021, and two agreements covering approximately 740 employees at our Oakdale and Florien plywood plants are set to expire on July 15, 2021. If any of these agreements are not renewed or extended upon their termination, we could experience a material labor disruption, strike, or significantly increased labor costs at one or more of our facilities, either in the course of negotiations of a labor agreement or otherwise. Labor disruptions or shortages could prevent us from meeting customer demands or result in increased costs, thereby reducing our sales and profitability.

On October 16, 2020, we issued a WARN Act notice to our Elgin, Oregon employees in order to ensure that all employees are aware it is possible the mill will have to reduce production levels beginning on or about January 1, 2021. Our ongoing ability to use waste and storm water has been modified by the Oregon Department of Environmental Quality (ODEQ). The new permit constraints create uncertainty around the future operations at the site. We have significantly reduced our purchases of logs for the Elgin operation considering the uncertainty created by the change in environmental constraints and possible curtailment. At the current time, we do not expect to have enough logs available to operate throughout the entire winter even if the open concerns with ODEQ are favorably resolved before the end of the year.

Disclosures of Financial Market Risks

In the normal course of business, we are exposed to financial risks such as changes in commodity prices, interest rates, and foreign currency exchange rates. As of September 30, 2020, there have been no material changes to financial market risks disclosed in our 2019 Form 10-K, except for interest rate swap transactions disclosed in Interest Rate Risk and Interest Rate Swaps of Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

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Financial Instruments

The table below provides information as of September 30, 2020, about our financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted average interest rates by expected maturity dates. For obligations with variable interest rate sensitivity, the table sets forth payout amounts based on September 30, 2020 rates and does not attempt to project future rates. Other instruments subject to market risk, such as obligations for pension plans and other postretirement benefits, are not reflected in the table.


														September 30, 2020
	2020		2021		2022		2023		2024		There- after			Total			Fair Value (b)
	(millions, other than percentages)
Long-term debt
Fixed-rate debt payments (a)
Senior Notes	$	—	$	—	$	—	$	—	$	—	$400.0			$	400.0		$	430.0
Average interest rates	—		—		—		—		—		4.875		%	4.875		%	—
Variable-rate debt payments (a)
Term Loan	$	—	$	—	$	—	$	—	$	—	$	50.0		$	50.0		$	50.0
Average interest rates	—		—		—		—		—		0.9		%	0.9		%	—

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(a) These obligations are further explained in Note 6, Debt, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q. The table assumes our long-term debt is held to maturity.

(b) We estimated the fair value using quoted market prices of our debt in inactive markets.

The table below provides information as of September 30, 2020, about our interest rate swaps. For information on interest rate swaps, see Interest Rate Risk and Interest Rate Swaps of Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Financial Statements in "Item 1. Financial Statements" of this Form 10-Q. The following is information about the notional amount and interest rate by contractual maturity date for our interest rate swap agreements, as well as the fair value of the liability at September 30, 2020:


													September 30, 2020
	2020		2021		2022		2023		2024		There- after		Total			Fair Value
	(millions, other than percentages)
Interest rate swaps
Variable to fixed notional amount	$	—	$	—	$50.0		$	—	$	—	$50.0		$	100.0		$	(0.8)
Average pay rate (a)	—		—		1.0	%	—		—		0.4	%	0.7		%	—
Average receive rate (b)	—		—		0.2	%	—		—		0.2	%	0.2		%	—

_______________________________________

(a) Represents the weighted average actual fixed interest rate payable on our interest rate swaps.

(b) Represents the weighted average variable interest rate receivable on our interest rate swaps at September 30, 2020.

Environmental

As of September 30, 2020, there have been no material changes to environmental issues disclosed in our 2019 Form 10-K, except as disclosed in “Employees” in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q. For additional information, see Environmental in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Form 10-K.

Critical Accounting Estimates

Critical accounting estimates are those that are most important to the portrayal of our financial condition and results. These estimates require management's most difficult, subjective, or complex judgments, often as a result of the need to estimate

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matters that are inherently uncertain. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our board of directors. For information about critical accounting estimates, see Critical Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Form 10-K. At September 30, 2020, there have been no material changes to our critical accounting estimates from those disclosed in our 2019 Form 10-K.

New and Recently Adopted Accounting Standards

For information related to new and recently adopted accounting standards, see "New and Recently Adopted Accounting Standards" in Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" in this Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information relating to quantitative and qualitative disclosures about market risk, see the discussion under "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and under the headings "Disclosures of Financial Market Risks" and "Financial Instruments" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Form 10-K. As of September 30, 2020, there have been no material changes in our exposure to market risk from those disclosed in our 2019 Form 10-K, except as disclosed in "Disclosures of Financial Market Risks" and “Financial Instruments” in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures," as defined in Rule 13a-15(e) under the Exchange Act. We have designed these controls and procedures to reasonably assure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. We have also designed our disclosure controls to provide reasonable assurance that such information is accumulated and communicated to our senior management, including our chief executive officer (CEO) and our chief financial officer (CFO), as appropriate, to allow them to make timely decisions regarding our required disclosures. Based on an evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that as of September 30, 2020, our disclosure controls and procedures were effective in meeting the objectives for which they were designed.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

This report on Form 10-Q contains forward-looking statements. Statements that are not historical or current facts, including statements about our expectations, anticipated financial results, projected capital expenditures, and future business prospects, are forward-looking statements. You can identify these statements by our use of words such as "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. You can find examples of these statements throughout this report, including "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations." We cannot guarantee that our actual results will be consistent with the forward-looking statements we make in this report. You should review carefully the risk factors listed in "Item 1A. Risk Factors" in our 2019 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission and the risk factors below related to the impact of COVID-19. We do not assume an obligation to update any forward-looking statement.

The full effect of the COVID-19 pandemic on our business is currently unknown but it may adversely affect our business and operating results.

The full impacts of the global emergence of COVID-19 on our business and financial results remain unknown. We continue to conduct business with modifications to our manufacturing production levels, mill and distribution center housekeeping and cleanliness protocols, employee travel, employee work locations, and virtualization or cancellation of certain sales and marketing events, among other modifications. Companies and various governmental agencies have taken precautionary and preemptive actions to address COVID-19, and further actions may yet be taken that alter our normal business operations as well as those in our industry. The U.S. Department of Homeland Security (DHS) has continued to designate the forest products industry, and thereby wood products manufacturing and building materials distribution, as part of the Essential Critical Infrastructure Workforce. However, state and local agencies are not mandated to follow the DHS designations, and in certain geographies across the U.S., additional restrictions have been imposed that further limit or preclude residential construction activity. Furthermore, a re-acceleration of COVID-19 cases could prompt state or local officials to reinstitute restrictions that could limit or constrain building activity. All of our manufacturing and distribution facilities are operating, but we have experienced periodic disruptions at many locations due to COVID-19. We may be required to implement temporary curtailments and to operate both manufacturing and distribution facilities at reduced levels, which would result in negative impacts on our business, financial condition, results of operations, and cash flows. In addition, the economic consequences of COVID-19 may adversely affect the pace of household formation rates and residential repair-and-remodeling activity due to high unemployment rates, lower wages, reduced consumer confidence, prospective home buyers' lack of ability to view homes in person, homebuyers' access to and cost of financing, and housing affordability, as well as other factors. We continue to actively monitor evolving developments and may take actions that alter our business operations as may be required by federal, state or local authorities, or that we determine are in the best interests of our associates, customers, suppliers, and stockholders.

A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, including the demand from our Building Materials Distribution business, reduce our sales, and/or negatively affect our financial results.

Any of our manufacturing facilities, or any of our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including but not limited to:

• labor difficulties, including the inability to staff our facilities due to the COVID-19 outbreak;

•equipment failure, particularly a press at one of our major EWP production facilities;

• fires, floods, earthquakes, hurricanes, or other catastrophes;

• unscheduled maintenance outages;

• utility, information technology, telephonic, and transportation infrastructure disruptions;

• other operational problems; or

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• ecoterrorism or threats of ecoterrorism.

Any downtime or facility damage could prevent us from meeting customer demand for our products and/or require us to make unplanned capital expenditures. If our machines or facilities were to incur significant downtime, our ability to satisfy customer requirements would be impaired, resulting in lower sales and net income.

Because approximately 60% of our Wood Products sales in 2019 were to our Building Materials Distribution business, a material disruption at our Wood Products facilities would also negatively affect our Building Materials Distribution business. We are therefore exposed to a larger extent to the risk of disruption to our Wood Products manufacturing facilities due to our vertical integration and the resulting impact on our Building Materials Distribution business.

In addition, a number of our suppliers are subject to the manufacturing facility disruption risks noted above. Our suppliers' inability to produce the necessary raw materials for our manufacturing processes or supply the finished goods that we distribute through our Building Materials Distribution segment would adversely affect our results of operations, cash flows, and financial position.

Our long-lived assets, goodwill, and/or intangible assets may become impaired, which may require us to record non-cash impairment charges that could have a material impact on our results of operations.

We review the carrying value of long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. We also test goodwill in each of our reporting units and intangible assets with indefinite lives for impairment annually in the fourth quarter or sooner if events or changes in circumstances indicate that the carrying value of the asset may exceed fair value. To the extent that long-lived assets, goodwill, and/or intangible assets do not provide the future economic benefit we expect, it may result in non-cash impairment or accelerated depreciation charges. These non-cash impairments or accelerated depreciation charges could have a material impact on our results of operations in the period in which these charges are recognized.

Future events or circumstances such as sustained negative economic impact of the COVID-19 pandemic, declines in single-family housing starts, environmental regulations or restrictions, sustained periods of weak commodity prices, loss of key customers, capacity additions by competitors, changes in the competitive position of our products, or changes in raw materials or manufacturing costs that lead us to believe the long-lived asset will no longer provide a sufficient return on investment, could prompt decisions to invest capital differently than expected, sell facilities, or to curtail operations. Any of these factors, among others, could result in non-cash impairment or accelerated depreciation charges in the future with respect to the book value of certain assets and past investments we have made.

Adverse market conditions, including the inability of our customers to conduct operations due to the COVID-19 pandemic, may increase the credit risk from our customers.

Our Building Materials Distribution and Wood Products segments extend credit to numerous customers who are generally susceptible to the same economic business risks as we are, including the COVID-19 pandemic outbreak. Unfavorable market conditions or the inability of our customers to conduct operations due to the COVID-19 pandemic could result in financial failures of one or more of our significant customers. Furthermore, we may not necessarily be aware of any deterioration in our customers' financial position. If our customers' financial positions become impaired, our ability to fully collect receivables from such customers could be impaired and negatively affect our operating results, cash flow, and liquidity.

Product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers could affect our financial health.

Our ability to offer a wide variety of products to our Building Materials Distribution customers is dependent upon our ability to obtain adequate product supply from manufacturers and other suppliers. In most instances, the commodity products we sell are obtainable from various sources and in sufficient quantities with our customers purchasing decision focused primarily on price and availability. In the case of the general line and EWP products that we distribute, brand preference and product performance characteristics can have a high degree of influence on our customers purchasing decision. Supply chains, including key products purchased from our suppliers, may be disrupted during a pandemic outbreak such as COVID-19. In addition, although we have agreements in place with many of our suppliers, such agreements are generally terminable by either party on relatively short notice. The loss of, or a substantial decrease in the availability of, products from our suppliers or the loss of key supplier arrangements could adversely impact our financial condition, operating results, and cash flows.

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Our manufacturing operations may have difficulty obtaining wood fiber at favorable prices or at all.

Wood fiber is our principal raw material, which accounted for approximately 40% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2019. Our primary source of wood fiber is logs. Log prices have been historically cyclical in response to changes in domestic and foreign demand and supply. Availability of harvested logs and fiber may be limited by pandemics, fire, insect infestation, disease, ice storms, windstorms, hurricanes, flooding, and other natural and man-made causes, thereby reducing supply and increasing prices. Sustained periods of high log costs may impair the cost competitiveness of our manufacturing facilities.

We also purchase OSB, which is used as the vertical web to assemble I-joists, from a supplier with multiple locations throughout North America. OSB accounted for approximately 5% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2019. Wood fiber also includes, to a lesser extent than OSB, lumber purchased from third parties for I-joist production at our Canadian EWP facility and for production at our laminated beam plant in Idaho. Availability of these supplies may be limited due to the inability of our vendors to conduct operations due to the COVID-19 pandemic.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Filed With the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2020


Number						Description

4.1						Indenture dated July 27, 2020, by and among Boise Cascade Company, the guarantors party thereto and U.S. Bank National Association, as trustee, governing the 4.875% Senior Notes due 2030

10.1						Seventh Amendment to Amended and Restated Credit Agreement, dated July 27, 2020, by and among the Lenders identified on the signature pages thereof, Wells Fargo Capital Finance , LLC, as administrative agent, Boise Cascade Company, and the other Borrowers identified on the signature pages thereof

31.1						CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1						CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2						CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						BOISE CASCADE COMPANY


						/s/ Kelly E. Hibbs
						Kelly E. Hibbs Vice President and Controller
						(As Duly Authorized Officer and Chief Accounting Officer)

Date: October 30, 2020