Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 02, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BOISE CASCADE COMPANY | |
Entity Central Index Key | 1,328,581 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 38,908,767 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Sales | ||||
Sales | $ 1,338,512 | $ 1,226,644 | $ 3,929,485 | $ 3,340,026 |
Costs and expenses | ||||
Materials, labor, and other operating expenses (excluding depreciation) | 1,163,020 | 1,045,742 | 3,366,716 | 2,872,711 |
Depreciation and amortization | 23,881 | 19,686 | 70,288 | 58,631 |
Selling and distribution expenses | 93,395 | 87,520 | 273,592 | 243,509 |
General and administrative expenses | 16,891 | 16,460 | 52,754 | 45,589 |
Other (income) expense, net | 10,870 | 1,138 | 9,820 | (135) |
Total costs and expenses | 1,308,057 | 1,170,546 | 3,773,170 | 3,220,305 |
Income from operations | 30,455 | 56,098 | 156,315 | 119,721 |
Foreign currency exchange gain (loss) | 163 | 90 | (272) | 131 |
Pension expense (excluding service costs) | (11,778) | (90) | (24,402) | (170) |
Interest expense | (6,585) | (6,295) | (19,527) | (19,150) |
Interest income | 500 | 167 | 1,001 | 254 |
Change in fair value of interest rate swaps | 279 | (33) | 2,419 | (462) |
Total nonoperating income (expense) | (17,421) | (6,161) | (40,781) | (19,397) |
Income before income taxes | 13,034 | 49,937 | 115,534 | 100,324 |
Income tax (provision) benefit | 814 | (18,276) | (22,811) | (36,489) |
Net income | $ 13,848 | $ 31,661 | $ 92,723 | $ 63,835 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 38,998 | 38,660 | 38,920 | 38,601 |
Diluted (in shares) | 39,461 | 39,139 | 39,397 | 38,962 |
Net income per common share: | ||||
Basic (in dollars per share) | $ 0.36 | $ 0.82 | $ 2.38 | $ 1.65 |
Diluted (in dollars per share) | 0.35 | 0.81 | 2.35 | 1.64 |
Dividends declared per common share | $ 1.07 | $ 0 | $ 1.21 | $ 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 13,848 | $ 31,661 | $ 92,723 | $ 63,835 |
Defined benefit pension plans | ||||
Actuarial gain (loss), net of tax of ($983), $-, $2,400 and $-, respectively | (2,891) | 0 | 7,066 | 0 |
Amortization of actuarial loss, net of tax of $39, $170, $337 and $479, respectively | 112 | 271 | 991 | 766 |
Effect of settlements, net of tax of $2,853, $-, $5,897 and $-, respectively | 8,399 | 0 | 17,358 | 0 |
Other comprehensive income, net of tax | 5,620 | 271 | 25,415 | 766 |
Comprehensive income | $ 19,468 | $ 31,932 | $ 118,138 | $ 64,601 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Unaudited) Parenthetical - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Actuarial gain (loss), tax | $ (983) | $ 0 | $ 2,400 | $ 0 |
Amortization of actuarial loss, tax | 39 | 170 | 337 | 479 |
Effect of settlements, tax | $ 2,853 | $ 0 | $ 5,897 | $ 0 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current | ||
Cash and cash equivalents | $ 181,342 | $ 177,140 |
Receivables | ||
Trade, less allowances of $1,257 and $945 | 312,659 | 246,452 |
Related parties | 435 | 345 |
Other | 15,584 | 9,380 |
Inventories | 559,443 | 476,673 |
Prepaid expenses and other | 35,178 | 22,582 |
Total current assets | 1,104,641 | 932,572 |
Property and equipment, net | 552,666 | 565,792 |
Timber deposits | 13,806 | 13,503 |
Goodwill | 59,409 | 55,433 |
Intangible assets, net | 17,104 | 15,066 |
Deferred income taxes | 8,736 | 9,064 |
Other assets | 15,272 | 15,763 |
Total assets | 1,771,634 | 1,607,193 |
Accounts payable | ||
Trade | 302,829 | 233,562 |
Related parties | 1,503 | 1,225 |
Accrued liabilities | ||
Compensation and benefits | 83,778 | 84,246 |
Interest payable | 1,833 | 6,742 |
Other | 77,953 | 55,786 |
Total current liabilities | 467,896 | 381,561 |
Debt | ||
Long-term debt | 439,149 | 438,312 |
Other | ||
Compensation and benefits | 49,485 | 75,439 |
Deferred income taxes | 26,878 | 16,454 |
Other long-term liabilities | 40,464 | 20,878 |
Total other liabilities | 116,827 | 112,771 |
Commitments and contingent liabilities | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value per share; 50,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value per share; 300,000 shares authorized, 44,076 and 43,748 shares issued, respectively | 441 | 437 |
Treasury stock, 5,167 shares at cost | (133,979) | (133,979) |
Additional paid-in capital | 526,716 | 523,550 |
Accumulated other comprehensive loss | (51,287) | (76,702) |
Retained earnings | 405,871 | 361,243 |
Total stockholders' equity | 747,762 | 674,549 |
Total liabilities and stockholders' equity | $ 1,771,634 | $ 1,607,193 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) Parenthetical - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Trade receivables, allowances | $ 1,257 | $ 945 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 44,076,000 | 43,748,000 |
Treasury stock, at cost | 5,167,000 | 5,167,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash provided by (used for) operations | ||
Net income | $ 92,723 | $ 63,835 |
Items in net income not using (providing) cash | ||
Depreciation and amortization, including deferred financing costs and other | 71,832 | 60,097 |
Stock-based compensation | 6,893 | 6,931 |
Pension expense | 25,000 | 1,074 |
Deferred income taxes | 883 | 6,019 |
Change in fair value of interest rate swaps | (2,419) | 462 |
Other | 8,695 | (125) |
Decrease (increase) in working capital, net of acquisitions | ||
Receivables | (64,261) | (110,646) |
Inventories | (88,073) | (26,413) |
Prepaid expenses and other | (2,736) | (2,389) |
Accounts payable and accrued liabilities | 83,204 | 108,099 |
Pension contributions | (21,566) | (1,666) |
Income taxes payable | 6,991 | 11,051 |
Other | 2,655 | 807 |
Net cash provided by operations | 119,821 | 117,136 |
Cash provided by (used for) investment | ||
Expenditures for property and equipment | (47,705) | (48,060) |
Acquisitions of businesses and facilities | (17,532) | 0 |
Proceeds from sales of assets and other | 835 | 2,089 |
Net cash used for investment | (64,402) | (45,971) |
Cash provided by (used for) financing | ||
Borrowings of long-term debt, including revolving credit facility | 7,500 | 410,400 |
Payments on long-term debt, including revolving credit facility | (7,500) | (410,400) |
Tax withholding payments on stock-based awards | (5,135) | (2,901) |
Dividends paid on common stock | (47,113) | 0 |
Proceeds from the exercise of stock options | 1,412 | 613 |
Other | (381) | (670) |
Net cash used for financing | (51,217) | (2,958) |
Net increase in cash and cash equivalents | 4,202 | 68,207 |
Balance at beginning of the period | 177,140 | 103,978 |
Balance at end of the period | $ 181,342 | $ 172,185 |
Nature of Operations and Consol
Nature of Operations and Consolidation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Consolidation | 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 manufactures EWP, plywood, ponderosa pine lumber, and particleboard; and (2) Building Materials Distribution, which is a wholesale distributor of building materials. For more information, see Note 13, 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, and cash flows 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 2017 Form 10-K and the other reports we file with the Securities and Exchange Commission (SEC). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 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 2017 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; 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. 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, 2018 , and December 31, 2017 , we had $9.3 million and $6.7 million , respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets. Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product. Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred. Leases We lease a portion of our distribution centers as well as other property and equipment under operating leases. 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 assured of exercising. Rental expense for operating leases was $4.6 million and $4.8 million for the three months ended September 30, 2018 and 2017 , respectively, and $13.8 million and $14.4 million for the nine months ended September 30, 2018 and 2017 , respectively. Sublease rental income was not material in any of the periods presented. We also have leases of certain distribution centers recorded as capital leases. During the nine months ended September 30, 2018 , we recorded two new capital leases for distribution centers with initial lease terms 13 and 20 years, respectively, in the amount of $18.9 million , which represents non-cash investing and financing activities. At September 30, 2018 , and December 31, 2017 , we had $22.1 million and $3.9 million , respectively, of capital lease obligations recorded in "Other long-term liabilities" on our Consolidated Balance Sheets. Inventories Inventories included the following (work in process is not material): September 30, December 31, (thousands) Finished goods and work in process $ 473,584 $ 377,266 Logs 46,307 57,229 Other raw materials and supplies 39,552 42,178 $ 559,443 $ 476,673 ___________________________________ (a) As of September 30, 2018 , certain inventories have been classified as assets held for sale and excluded from these inventory balances. For more information, see Note 6, Assets Held for Sale. Property and Equipment Property and equipment consisted of the following asset classes: September 30, December 31, (thousands) Land $ 39,307 $ 38,606 Buildings (b) 159,844 144,404 Improvements 58,720 55,267 Mobile equipment, information technology, and office furniture 151,939 138,245 Machinery and equipment 641,513 659,708 Construction in progress 25,018 23,303 1,076,341 1,059,533 Less accumulated depreciation (523,675 ) (493,741 ) $ 552,666 $ 565,792 ___________________________________ (a) As of September 30, 2018 , certain property and equipment have been classified as assets held for sale and excluded from these property and equipment balances. For more information, see Note 6, Assets Held for Sale. (b) Capital lease assets are included in the 'Buildings' asset class. 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. 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. For a description of the impairment loss recorded during the three months ended September 30, 2018, see Note 6, Assets Held for Sale. 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, 2018 , and December 31, 2017 , we held $139.9 million and $137.5 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, 2018 , and December 31, 2017 , the book value of our fixed-rate debt for each period was $350.0 million , and the fair value was estimated to be $356.1 million and $369.3 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 term loans is based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate. Because the interest rate on the term loans is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our term loans approximates book value. 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 loans and when we have loan amounts outstanding on our revolving credit facility. Our objective is to limit the variability of interest payments on our debt. To meet this objective, in 2016 we entered into receive-variable, pay-fixed interest rate swaps to change the variable-rate cash flow exposure to fixed-rate cash flows. 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. On February 16, 2016, and March 31, 2016, we entered into interest rate swap agreements with notional principal amounts of $50.0 million and $75.0 million , respectively, to offset risks associated with the variability in cash flows relating to interest payments that are based on one-month LIBOR. We do not speculate using derivative instruments. At September 30, 2018 , and December 31, 2017 , the notional principal amount of our interest rate swap agreements exceeded the $95.0 million of variable-rate debt outstanding after paying down $30.0 million of variable rate debt on our term loan in December 2016. The excess notional principal amount of our interest rate swaps over our variable-rate debt is within our management strategy as we have partially funded seasonal and intra-month working capital requirements from borrowings under our revolving credit facility. Under the interest rate swaps, we receive LIBOR-based variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $125.0 million of variable rate debt exposure. Payments on the interest rate swaps with notional principal amounts of $50.0 million and $75.0 million are due on a monthly basis at an annual fixed rate of 1.007% and 1.256% , respectively, and expire in February 2022 and March 2022, respectively. The interest rate swap agreements were not designated as cash flow hedges, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in the Consolidated Statements of Operations rather than through other comprehensive income. At September 30, 2018 , and December 31, 2017 , we recorded long-term assets of $7.2 million and $4.7 million , respectively, 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). 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, 2018 , receivables from two customers accounted for approximately 13% and 12% , respectively, of total receivables. At December 31, 2017 , receivables from two customers accounted for approximately 15% and 12% , respectively, of total receivables. No other customer accounted for 10% or more of total receivables. New and Recently Adopted Accounting Standards In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This ASU provides guidance on implementation costs incurred in a cloud computing arrangement (CCA) that is a service contract. The guidance aligns the accounting for such costs with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in such a CCA. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the effects of this ASU on our financial statements. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans . 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. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This ASU amends ASC 820 to remove disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant related to recurring and nonrecurring fair value measurements. The ASU's changes related to disclosures are part of the FASB's disclosure framework project. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the effects of this ASU on our disclosures in the notes to our financial statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 . The amendments in this ASU add various Securities and Exchange Commission (SEC) paragraphs pursuant to the issuance of SEC Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (Tax Act) (SAB 118). The SEC issued SAB 118 to address concerns about reporting entities' ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Act are incomplete by the due date of the financial statements and, if possible, to provide a reasonable estimate. See Note 4, Income Taxes, for our assessment of the income tax effects of the Tax Act. In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This ASU permits entities to reclassify stranded tax effects in accumulated other comprehensive income to retained earnings as a result of the Tax Cuts and Jobs Act enacted by the U.S. federal government on December 22, 2017. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. We anticipate adopting this ASU by the end of fourth quarter 2018 and do not expect the adoption of this guidance to have a material effect on our financial statements. In March 2017, the FASB issued ASU 2017-07 , Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . This ASU requires entities to present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. The other components of net periodic benefit cost must be presented elsewhere in the income statement and outside of income from operations if that subtotal is presented. Entities will have to disclose the line(s) used to present the other components of net periodic benefit cost if the components are not presented separately in the income statement. The guidance on the income statement presentation of the components of net periodic benefit cost must be applied retrospectively. We adopted the standard in first quarter 2018, which resulted in a change in our income from operations in an amount equal to the other components of net periodic pension cost, which was offset by a corresponding change outside of income from operations. The amount recorded outside of income from operations is presented in "Pension expense (excluding service costs)" in our Consolidated Statements of Operations. The components of net periodic cost are shown in Note 9, Retirement and Benefit Plans. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This amendment requires a lessee to recognize a right-of-use (ROU) asset and an associated lease liability on the balance sheet for all leases (whether operating or finance leases) with a term longer than 12 months. For leases defined as finance leases under the new standard, the lessee subsequently recognizes interest expense and amortization of the ROU asset, similar to accounting for capital leases under current GAAP. For leases defined as operating leases under the new standard, the lessee subsequently recognizes straight-line lease expense over the life of the lease. This new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied using a modified retrospective transition method. An entity may choose to use either its effective date or the beginning of the earliest comparative period presented in the financial statements as its date of initial application. We expect to adopt the new standard on January 1, 2019 and use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. We expect to elect the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification, and initial direct costs. We do not expect to elect the use-of-hindsight. The new standard also provides practical expedients for an entity’s ongoing accounting. We currently expect to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also currently expect to elect the practical expedient to not separate lease and non-lease components for all of our leases. The adoption of this ASU will result in a material increase to our balance sheet for lease liabilities and ROU assets for operating leases, substantially all of which are real estate leases. The extent of the increase to assets and liabilities associated with these amounts remains to be determined pending our analysis of existing lease contracts. We are in the process of implementing changes to our systems and control processes in conjunction with our review of existing lease agreements and anticipate these changes will go into effect when we adopt this standard. We are also in the process of evaluating the impact on our lease disclosures, but anticipate additional required disclosure. We will continue to monitor potential changes to Topic 842 that have been proposed by the FASB and assess any necessary changes to the implementation process as the guidance is updated. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . This ASU replaced most existing revenue recognition guidance in U.S. GAAP when it became effective and requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The guidance also requires additional disclosure to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. We adopted this standard effective January 1, 2018. See Note 3, Revenues, for the impact of this standard on our revenue recognition practices and additional required qualitative disclosures of our revenue recognition policies. 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. Disclosure Update and Simplification In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification , amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments include removing the requirement to disclose the historical and pro forma ratio of earnings to fixed charges and the related exhibit, as well as, replacing the requirement to disclose the high and low trading prices of our common stock with a requirement to disclosure the ticker symbol of our common stock. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement, as well as the amount of dividends per share for each class of shares. This final rule is effective 30 days after publication in the Federal Register. The final rule was not yet published in the Federal Register as of the date of this Quarterly Report on Form 10-Q. However, on September 25, 2018, the SEC released guidance advising it will not object to a registrant adopting the requirement to include changes in stockholders’ equity in the Form 10-Q for the first quarter beginning after the effective date of the rule (first quarter 2019 for a calendar year-end company). We are currently evaluating the impact of this guidance on our disclosures. Reclassifications Certain amounts in prior year's consolidated financial statements have been reclassified to conform with current year's presentation, none of which were considered material. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Adoption of ASC Topic 606, "Revenue from Contracts with Customers" On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. There was no cumulative effect adjustment recorded to opening retained earnings as of January 1, 2018, upon adoption of Topic 606. However, the new revenue standard provides new guidance that resulted in reclassifications between "Sales" and "Materials, labor, and other operating expenses (excluding depreciation)" and "Selling and distribution expenses" for certain byproduct sales and restocking fees previously netted against these costs. The impact of the reclassifications to revenues and expenses for the three and nine months ended September 30, 2018 was an increase of $6.7 million and $20.7 million , respectively, as a result of applying Topic 606. We do not expect an impact to our net income on an ongoing basis as a result of the adoption of the new standard. The new revenue standard also provides new guidance that resulted in a reclassification between trade receivables and accrued liabilities. The effect of the changes made to our consolidated balance sheet as of January 1, 2018, for the adoption of the new revenue standard was as follows: Balance at December 31, 2017 Adjustments Due to ASC 606 Balance at January 1, 2018 (thousands) ASSETS Receivables, trade $ 246,452 $ 1,500 $ 247,952 LIABILITIES Accrued liabilities, other 55,786 1,500 57,286 In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated statement of operations and balance sheet was as follows: Three months ended September 30, 2018 As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) (thousands) STATEMENT OF OPERATIONS Sales $ 1,338,512 $ 1,331,788 $ 6,724 Materials, labor, and other operating expenses (excluding depreciation) 1,163,020 1,156,903 6,117 Selling and distribution expenses 93,395 92,788 607 Nine months ended September 30, 2018 As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) (thousands) STATEMENT OF OPERATIONS Sales $ 3,929,485 $ 3,908,778 $ 20,707 Materials, labor, and other operating expenses (excluding depreciation) 3,366,716 3,347,412 19,304 Selling and distribution expenses 273,592 272,189 1,403 September 30, 2018 As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) (thousands) BALANCE SHEET Assets Receivables, trade $ 312,659 $ 310,959 $ 1,700 Liabilities Accrued liabilities, other 77,953 76,253 1,700 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 13, Segment Information. Wood Products Segment Our Wood Products segment manufactures EWP, consisting of laminated veneer lumber (LVL), I-joists, and laminated beams, which are structural products used in applications where extra strength and consistent quality are required, such as headers and beams. LVL is also used in the manufacture of I-joists, which are assembled by combining a vertical web of oriented strand board (OSB) with top and bottom LVL or solid wood flanges. In addition, we manufacture structural, appearance, and industrial plywood panels. We also produce ponderosa pine lumber, and particleboard. Our wood products are used primarily in new residential construction, residential repair-and-remodeling markets, and light commercial construction. The majority of our wood products are sold to leading wholesalers (including our Building Materials Distribution segment), home improvement centers, retail lumberyards, and industrial converters. For engineered wood products (EWP), plywood and veneer, lumber, byproducts, particleboard, and other products, we transfer control and recognize a sale when we ship the product from our manufacturing facility to our customer. Control transfers when product is shipped because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. The amount of consideration we receive and revenue we recognize varies with changes in rebates and cash discounts we offer to our customers. See discussion of rebates and cash discounts below. Building Materials Distribution Segment Our Building Materials Distribution segment is a leading national stocking wholesale distributor of building materials. We distribute a broad line of building materials, including EWP; commodity products such as OSB, plywood, and lumber; and general line items such as siding, metal products, insulation, roofing, and composite decking. Except for EWP, we purchase most of these building materials from third-party suppliers and market them primarily to retail lumberyards, home improvement centers, and specialty distributors that then sell the products to the final end customers, who are typically professional builders, independent contractors, and homeowners engaged in residential construction projects. Substantially all of Building Materials Distribution's EWP is sourced from our Wood Products segment. We sell products using two primary distribution methods: warehouse sales and direct sales. Warehouse sales are distributed from our warehouses to our customers. Direct sales are shipped from the manufacturer to the customer without our taking physical inventory possession. We report direct sales on a gross basis, that is, the amounts billed to our customers are recorded as "Sales," and inventory purchased from manufacturers are recorded as "Materials, labor, and other operating expenses (excluding depreciation)." We are the principal of direct sales because we control the inventory before it is transferred to our customers. Our control is evidenced by us being primarily responsible for fulfilling the promise to our customers, taking on inventory risk of returned product, and having discretion in establishing pricing. For warehouse sales, we transfer control and recognize a sale when the customer takes physical possession of the product. Control transfers when the customer takes physical possession of the product because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. For direct sales, we transfer control and recognize a sale when the product is shipped from the manufacturer to the customer. Control transfers when product is shipped because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. The amount of consideration we receive and revenue we recognize varies with changes in customer rebates and cash discounts we offer to our customers. See discussion of rebates and cash discounts below. Rebates and Cash Discounts Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment. 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, 2018 , and December 31, 2017 , we had $61.3 million and $45.5 million , respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We estimate the expected cash discounts based on an analysis of historical experience and record cash discounts as a decrease in "Sales." We adjust our estimate of revenue at the earlier of when the probability of rebates paid and cash discounts provided changes or when the amounts become fixed. We believe that there will not be significant changes to our estimates of variable consideration. Shipping and Handling Fees for shipping and handling charged to customers for sales transactions are included in "Sales." When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as an expense. For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)." 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 $42.8 million and $37.9 million , for the three months ended September 30, 2018 , and 2017 , respectively, and $117.1 million and $101.5 million for the nine months ended September 30, 2018 and 2017 , respectively, are included in "Selling and distribution expenses". 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. Other Our payment terms vary by the type of customer and the products offered. The term between invoicing and when payment is due is not significant. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. We expense sales commissions when incurred as they are earned when the product is shipped. These costs are recorded within "Selling and distribution expenses." |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended September 30, 2018 , we recorded $0.8 million of income tax benefit on $13.0 million of income before income taxes, resulting in a negative effective rate of 6.2% . The primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the 2017 return to provision true-up, including the remeasurement of deferred income taxes to the new federal statutory rate of 21% , offset partially by the effect of state taxes. The remeasurement of deferred income taxes includes a $3.8 million discrete tax benefit, which mostly relates to a $20.0 million discretionary pension contribution made during the current period, for which we received a tax deduction at the 2017 federal income tax rate. For the nine months ended September 30, 2018 , we recorded $22.8 million of income tax expense and had an effective rate of 19.7% . The primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the 2017 return to provision true-up on the remeasurement of deferred income taxes to the new federal statutory rate of 21% and the excess tax benefits of vested share-based payment awards, offset partially by the effect of state taxes. During the three and nine months ended September 30, 2017 , we recorded $18.3 million and $36.5 million , respectively, of income tax expense and had an effective rate of 36.6% and 36.4% , respectively. The primary reason for the difference between the federal statutory income tax rate of 35% and the effective tax rate was the effect of state taxes. During the nine months ended September 30, 2018 and 2017 , cash paid for taxes, net of refunds received, were $14.4 million and $15.3 million , respectively. Tax Reform On December 22, 2017, the Tax Act was enacted by the U.S. government. The legislation makes broad and complex changes to the U.S. tax code affecting the taxation of businesses in all industries. The most significant impact to our financial statements is the reduction of the corporate federal income tax rate from 35% to 21% . Other relevant provisions which may impact our financial statements include, but are not limited to, the elimination of the production activities deduction, limitations on the deductibility of certain executive compensation, bonus depreciation to allow immediate expensing of qualified property, and limitations on deductible interest expense. As of September 30, 2018 , we have completed our assessment of the effects of the Tax Act on our financial statements. In connection with our analysis of the Tax Act, we recorded a discrete tax benefit of $8.1 million during the year ended December 31, 2017, and an additional discrete tax benefit of $3.8 million during third quarter 2018. |
Net Income Per Common Share
Net Income Per Common Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Share | 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 other potentially dilutive weighted average common shares and the weighted average number of common shares outstanding during the period. 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 Nine Months Ended 2018 2017 2018 2017 (thousands, except per-share data) Net income $ 13,848 $ 31,661 $ 92,723 $ 63,835 Weighted average common shares outstanding during the period (for basic calculation) 38,998 38,660 38,920 38,601 Dilutive effect of other potential common shares 463 479 477 361 Weighted average common shares and potential common shares (for diluted calculation) 39,461 39,139 39,397 38,962 Net income per common share - Basic $ 0.36 $ 0.82 $ 2.38 $ 1.65 Net income per common share - Diluted $ 0.35 $ 0.81 $ 2.35 $ 1.64 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, 2018 and 2017 , and 0.1 million and 0.2 million shares of common stock, respectively, in the nine months ended September 30, 2018 and 2017 . Under the treasury stock method, the inclusion of these stock awards would have been antidilutive. |
Assets Held For Sale
Assets Held For Sale | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held For Sale | Assets Held For Sale On September 10, 2018, we entered into an agreement to sell two lumber mills and a particleboard plant located in Northeast Oregon to Woodgrain Millwork (the "Sale"). These facilities generated net sales and operating loss of approximately $66.2 million and $0.4 million , respectively, during the nine months ended September 30, 2018 , and net sales and operating income of approximately $62.3 million and $0.6 million , respectively, during the nine months ended September 30, 2017. These results are included in the operating results of our Wood Products segment. On November 2, 2018, we closed on the Sale and received proceeds of $15.0 million , which is subject to final adjustment per the terms of the agreement. The disposal group met the criteria to be classified as held for sale during the three months ended September 30, 2018 . Upon classification as held for sale, we discontinued depreciation of the long-lived assets, and performed an assessment of impairment to identify and expense any excess of carrying value over fair value less costs to sell. As a result, we recorded a pre-tax impairment loss of $10.4 million during the three months ended September 30, 2018 , recorded in "Other (income) expense, net" in our Consolidated Statements of Operations. The impairment loss includes the write-down of property and equipment and related spare parts inventory, as well as $1.0 million of goodwill allocated to the disposal group. The value of assets held for sale was based on current market conditions and the expected proceeds from the sale of the assets (Level 3 inputs). As a result of the Sale, we also recorded severance related expenses of $0.6 million in "Other (income) expense, net" in our Consolidated Statements of Operations. The assets held for sale, recorded in "Prepaid expenses and other" on our Consolidated Balance Sheets, include the following: September 30, 2018 (thousands) Assets held for sale Inventories $ 9,547 Property and equipment 5,500 Total assets held for sale $ 15,047 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions During second quarter 2018, our wholly owned subsidiary, Boise Cascade Building Materials Distribution, L.L.C., completed the acquisition of wholesale building material distribution locations in Nashville, Tennessee, and Medford, Oregon (collectively, the "Acquisitions"). The purchase price of the Acquisitions was $17.5 million , including a post-closing adjustment of less than $0.1 million based upon a working capital target. The company funded the Acquisitions with cash on hand. These distribution locations add to our existing distribution business and strengthen our nationwide presence. In addition, we believe we will be able to broaden our product and service offerings within these markets following the Acquisitions. Goodwill represents the excess of the purchase price and related costs over the fair value of the net tangible and intangible assets of businesses acquired. The goodwill and customer relationships recognized from the Acquisitions are not deductible for U.S. income tax purposes. The useful life for customer relationships is 10 years. All of the goodwill and intangible assets were assigned to the Building Materials Distribution segment. The following table summarizes the final allocations of the purchase price to the assets acquired and liabilities assumed, based on our estimates of the fair value at the acquisition dates: Acquisition Date Fair Value (thousands) Accounts receivable $ 4,021 Inventories 7,310 Property and equipment 1,417 Intangible assets: Customer relationships 2,700 Goodwill 4,976 Assets acquired 20,424 Accounts payable and accrued liabilities 1,895 Deferred income taxes 997 Liabilities assumed 2,892 Net assets acquired $ 17,532 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt consisted of the following: September 30, December 31, (thousands) Asset-based revolving credit facility $ — $ — Asset-based credit facility term loan due 2022 50,000 50,000 Term loan due 2026 45,000 45,000 5.625% senior notes due 2024 350,000 350,000 Deferred financing costs (5,851 ) (6,688 ) Long-term debt $ 439,149 $ 438,312 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. The Amended Agreement includes a $370 million senior secured asset-based revolving credit facility (Revolving Credit Facility) and a $50.0 million term loan (ABL Term Loan) maturing on May 1, 2022. 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 $37 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, 2018 , was $365.4 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 1.75% for loans based on LIBOR and from 0.25% to 0.75% 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. At both September 30, 2018 , and December 31, 2017 , we had no borrowings outstanding under the Revolving Credit Facility and $4.6 million and $5.9 million , respectively, of letters of credit outstanding. These letters of credit and borrowings, if any, reduce Availability under the Revolving Credit Facility by an equivalent amount. During the nine months ended September 30, 2018 , the minimum and maximum borrowings under the Revolving Credit Facility were zero and $3.7 million , respectively, and the average interest rate on borrowings was approximately 3.12% . 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 2.25% for LIBOR rate loans and from 0.75% to 1.25% 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, 2018 , the average interest rate on the ABL Term Loan was approximately 3.62% . 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 2.9% during the nine months ended September 30, 2018 . 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 Term Loan Agreement was for a $75.0 million secured term loan (Term Loan). The outstanding principal balance of the Term Loan amortizes and is payable in equal installments of $10 million per year on each of the sixth, seventh, eighth, and ninth anniversaries of the Closing Date, with the remaining principal balance due and payable on March 30, 2026. In December 2016, we prepaid $30 million of the Term Loan, which became available to reborrow as discussed below. This prepayment satisfied our principal obligations due on the sixth, seventh, and eighth anniversaries of the Closing Date. Interest on our Term Loan is payable monthly. The Term Loan Agreement allows us to prepay the Term Loan and subsequently reborrow amounts prepaid on or before December 31, 2018. The option to reborrow applicable prepaid principal amounts expires on December 31, 2019. Reborrowings may be made in up to three instances in minimum amounts of $10 million each. In addition, amounts prepaid and eligible for reborrowing are subject to an unused line fee of 0.325% per annum times the average daily amount of the unused commitments. Pursuant to the Term Loan Agreement, the borrowers are required to maintain, as of the end of any fiscal quarter, a Capitalization Ratio lower than 60% , a Consolidated Net Worth greater than $350 million , and Available Liquidity greater than $100 million (each as defined in the Term Loan Agreement). In addition, under the Term Loan Agreement, and subject to certain exceptions, the borrowers may not, among other things, (i) incur indebtedness, (ii) incur liens, (iii) make junior payments, (iv) make certain investments, and (v) under certain circumstances, make capital expenditures in excess of $50 million during four consecutive quarters. The Term Loan Agreement also includes customary representations of the borrowers and provides for certain events of default customary for similar facilities. The Term Loan Agreement permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the Term Loan Agreement, and (ii) our interest coverage ratio is greater than or equal to 3 :1 at such time or (iii) our fixed-charge coverage ratio is greater than or equal to 1 :1. Interest rates under the Term Loan Agreement are based, at our election, on either the LIBOR or a base rate, as defined in the Term Loan Agreement, plus a spread over the index. The applicable spread for the Term Loan ranges from 1.875% to 2.125% for LIBOR rate loans, and 0.875% to 1.125% for base rate loans, both dependent on our Interest Coverage Ratio (as defined in the Term Loan Agreement). During the nine months ended September 30, 2018 , the average interest rate on the Term Loan was approximately 3.75% . We have received and expect to continue receiving patronage credits under the Term Loan. After giving effect to expected patronage distributions, the effective average net interest rate on the Term Loan was approximately 3.0% . The Term Loan is secured by a first priority mortgage on our Thorsby, Alabama, and Roxboro, North Carolina, EWP facilities and a first priority security interest on the equipment and certain tangible personal property located therein. 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. Interest on our 2024 Notes is payable semiannually in arrears on March 1 and September 1. The 2024 Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor under our Amended Agreement. The 2024 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 2024 Notes. The terms of the indenture governing the 2024 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 2024 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 2024 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, 2018 and 2017 , cash payments for interest were $22.7 million and $22.5 million , respectively. |
Retirement and Benefit Plans
Retirement and Benefit Plans | 9 Months Ended |
Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |
Retirement and Benefit Plans | Retirement and Benefit Plans Our plans consist of noncontributory defined benefit pension plans, contributory defined contribution savings plans, a deferred compensation plan, and a multiemployer health and welfare plan. On April 25, 2018, and August 10, 2018, we transferred $151.8 million and $124.8 million , respectively, of our qualified defined benefit pension plan (Pension Plan) assets to The Prudential Insurance Company of America (Prudential) for the purchase of group annuity contracts. Under the arrangements, Prudential assumed ongoing responsibility for administration and benefit payments for over 60% of our U.S. qualified pension plan projected benefit obligations. As a result of the transfers of pension plan assets, we remeasured the Pension Plan on April 25, 2018, and August 10, 2018, and recorded settlement expense in second and third quarters 2018 of $12.0 million and $11.3 million , respectively. For the second quarter remeasurement, we recorded an actuarial gain of $13.3 million . The actuarial gain was the result of an increase in discount rate from 3.40% at December 31, 2017, to 4.05% at April 25, 2018, offset partially by lower than expected returns on plan assets through April 25, 2018, and a loss from the annuitization. For the third quarter remeasurement, we recorded an actuarial loss of $3.9 million . The actuarial loss was the result of a decrease in discount rate from 4.05% at April 25, 2018 to 3.95% at August 10, 2018 and a loss from the annuitization, offset partially by higher than expected returns on plan assets through August 10, 2018. In conjunction with the transactions, we also made a discretionary pension contribution of $20.0 million in third quarter 2018 , for which we received a tax deduction at the 2017 federal income tax rate. Due to the transfer of pension plan assets and the discretionary pension contribution, we have rebalanced our plan assets to invest mostly in long duration fixed income securities whose duration profile will closely match the Pension Plan’s remaining liability profile going forward. At the same time, we also updated our long-term asset return expectations for each asset class held by the pension plan. As a result of the asset allocation shift and updated view of asset return expectations, the weighted average expected return on plan assets we will use for the remainder of 2018 in our calculation of net periodic benefit cost is 3.85% , down from 4.50% used prior to the August 10, 2018 remeasurement and 4.75% used prior to the April 25, 2018, remeasurement. The following table presents the pension benefit costs: Three Months Ended Nine Months Ended 2018 2017 2018 2017 (thousands) Service cost $ 196 $ 301 $ 598 $ 903 Interest cost 2,278 4,392 9,602 13,150 Expected return on plan assets (1,903 ) (4,743 ) (9,783 ) (14,224 ) Amortization of actuarial loss 151 441 1,328 1,245 Plan settlement loss 11,252 — 23,255 — Net periodic benefit expense $ 11,974 $ 391 $ 25,000 $ 1,074 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, 2018 , we contributed $21.6 million in cash to the pension plans, of which $20.0 million was discretionary. For the remainder of 2018 , we expect to make approximately $4.5 million in cash contributions to the pension plans, of which $4.0 million is to repurchase of one of the real property locations we contributed to our qualified defined benefit pension plan. For information related to the contribution of properties to our qualified defined benefit pension plan, see Note 9, Retirement and Benefit Plans, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2017 Form 10-K. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In February 2018 and 2017, 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, 2018 , we granted 78,976 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 2018 return on invested capital (ROIC), determined 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 2018 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, 2017 , we granted 178,021 PSUs to our officers and other employees, subject to performance and service conditions. During the 2017 performance period, officers and other employees earned 135% and 145% , respectively, of the target based on Boise Cascade’s 2017 ROIC and EBITDA, determined by our Compensation Committee in accordance with the related grant agreement. During the nine months ended September 30, 2018 and 2017 , we granted an aggregate of 99,087 and 214,035 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions. The PSUs granted to officers in 2018 , if earned, generally vest over a three year period from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date. All PSU grants are subject to final determination of meeting the performance condition by the Compensation Committee of our board of directors. 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, 2018 and 2017 , the total fair value of PSUs and RSUs vested was $15.4 million and $8.4 million , respectively. The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the nine months ended September 30, 2018 : PSUs RSUs Number of shares Weighted Average Grant-Date Fair Value Number of shares Weighted Average Grant-Date Fair Value Outstanding, December 31, 2017 487,160 $ 20.76 403,252 $ 23.06 Granted 78,976 43.05 99,087 43.08 Performance condition adjustment (a) 67,835 27.05 — — Vested (187,606 ) 20.20 (199,414 ) 23.47 Forfeited (14,027 ) 26.26 (11,738 ) 26.13 Outstanding, September 30, 2018 432,338 $ 25.88 291,187 $ 29.47 _______________________________ (a) Performance condition adjustment represents additional PSU's granted, as other employees earned 145% of the target based on Boise Cascade's 2017 EBITDA and officers earned 135% of the target based on Boise Cascade’s 2017 ROIC. 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 Nine Months Ended 2018 2017 2018 2017 (thousands) PSUs $ 945 $ 1,297 $ 3,263 $ 3,312 RSUs 1,217 1,191 3,630 3,619 Total $ 2,162 $ 2,488 $ 6,893 $ 6,931 The related tax benefit for the nine months ended September 30, 2018 and 2017 , was $1.7 million and $2.7 million , respectively. As of September 30, 2018 , total unrecognized compensation expense related to nonvested share-based compensation arrangements was $11.4 million . This expense is expected to be recognized over a weighted-average period of 1.8 years. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 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. During each of the first, second, and third quarters of 2018 , we declared and paid a dividend of $0.07 per share of our common stock. We also declared and paid an additional dividend of $1.00 per share of common stock during third quarter 2018. As such, we paid $47.1 million of dividends to shareholders during the nine months ended September 30, 2018 . We did not declare or pay any cash dividends on our common stock during the nine months ended September 30, 2017 . On November 2, 2018 , our board of directors declared a quarterly dividend of $0.09 per share on our common stock payable on December 17, 2018, to stockholders of record on December 3, 2018. For a description of the restrictions in our asset-based credit facility, Term Loan, and the indenture governing our senior notes on our ability to pay dividends, see Note 8, Debt. Accumulated Other Comprehensive Loss The following table details the changes in accumulated other comprehensive loss for the three and nine months ended September 30, 2018 and 2017 : Three Months Ended Nine Months Ended 2018 2017 2018 2017 (thousands) Beginning balance, net of taxes $ (56,907 ) $ (82,517 ) $ (76,702 ) $ (83,012 ) Net actuarial gain (loss), before taxes (3,874 ) — 9,466 — Amortization of actuarial loss, before taxes (a) 151 441 1,328 1,245 Effect of settlements, before taxes (a) 11,252 — 23,255 — Income taxes (1,909 ) (170 ) (8,634 ) (479 ) Ending balance, net of taxes $ (51,287 ) $ (82,246 ) $ (51,287 ) $ (82,246 ) ___________________________________ (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 9, Retirement and Benefit Plans. |
Transactions With Related Party
Transactions With Related Party | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Transactions With Related Party | 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 $4.1 million and $3.8 million , respectively, during the three months ended September 30, 2018 and 2017 , and $13.0 million and $13.3 million , respectively, during the nine months ended September 30, 2018 and 2017 . These sales are recorded in "Sales" in our Consolidated Statements of Operations. Costs and Expenses Related-party wood fiber purchases from LTP were $22.4 million and $23.9 million , respectively, during the three months ended September 30, 2018 and 2017 , and $65.4 million and $66.3 million , respectively, during the nine months ended September 30, 2018 and 2017 . These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We operate our business using two reportable segments: Wood Products and Building Materials Distribution. Corporate and Other results are presented as reconciling items to arrive at total net sales and operating income. There are no differences in our basis of measurement of segment profit or loss from those disclosed in Note 14, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2017 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 Nine Months Ended 2018 2017 2018 2017 (millions) Wood Products (a) LVL $ 9.2 $ 10.9 $ 32.5 $ 36.2 I-joists 8.5 7.9 26.3 26.7 Other engineered wood products 7.3 6.1 19.6 16.5 Plywood and veneer 82.8 92.4 266.5 244.0 Lumber 20.3 22.9 70.2 66.4 Byproducts (b) 23.8 13.7 68.7 41.0 Particleboard 10.6 12.2 33.3 34.7 Other 16.7 14.9 46.9 32.6 179.2 181.0 564.1 498.1 Building Materials Distribution Commodity 554.8 505.6 1,648.0 1,338.4 General line 385.8 354.4 1,093.9 971.7 Engineered wood products 218.6 185.7 623.4 531.8 1,159.3 1,045.6 3,365.4 2,842.0 $ 1,338.5 $ 1,226.6 $ 3,929.5 $ 3,340.0 ___________________________________ (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, 2018 , approximately 73% of Wood Products' EWP sales volumes were to our Building Materials Distribution segment. (b) As discussed in Note 3, Revenues, prior period amounts have not been adjusted under the modified retrospective method upon adoption of ASC Topic 606, Revenue from Contracts with Customers . An analysis of our operations by segment is as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 (thousands) Net sales by segment Wood Products $ 402,672 $ 366,920 $ 1,226,146 $ 1,042,854 Building Materials Distribution 1,159,304 1,045,646 3,365,468 2,842,035 Intersegment eliminations and other (a) (223,464 ) (185,922 ) (662,129 ) (544,863 ) Total net sales $ 1,338,512 $ 1,226,644 $ 3,929,485 $ 3,340,026 Segment operating income Wood Products (b) $ 13,929 $ 24,027 $ 76,532 $ 46,810 Building Materials Distribution 23,504 39,379 103,605 93,853 Total segment operating income 37,433 63,406 180,137 140,663 Unallocated corporate and other (6,978 ) (7,308 ) (23,822 ) (20,942 ) Income from operations $ 30,455 $ 56,098 $ 156,315 $ 119,721 ___________________________________ (a) Primarily represents intersegment sales from our Wood Products segment to our Building Materials Distribution segment. (b) Wood Products segment operating income for the three and nine months ended September 30, 2018, includes an impairment loss of $10.4 million upon classifying certain Wood Products facilities in Northeast Oregon as held for sale. For additional information, see Note 6, Assets Held For Sale. |
Commitments, Legal Proceedings
Commitments, Legal Proceedings and Contingencies, and Guarantees | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Legal Proceedings and Contingencies, and Guarantees | 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 15, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2017 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, 2018 , there have been no material changes to the above commitments disclosed in the 2017 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 15, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2017 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, 2018 , there have been no material changes to the guarantees disclosed in the 2017 Form 10-K. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events On November 2, 2018 , the Company made a decision to permanently curtail LVL production at our Roxboro, North Carolina facility by December 31, 2018 . After extended efforts to improve the throughput and cost position of LVL production at Roxboro, we have concluded that we would be unable to reduce manufacturing costs to an acceptable level. Roxboro will continue to produce I-joists. We expect to record approximately $60 million of charges during fourth quarter 2018, substantially all of which will be to fully depreciate the curtailed LVL production assets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates [Policy Text Block] | 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; 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. |
Vendor Rebates and Allowances [Policy Text Block] | 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. |
Lessee, Leases [Policy Text Block] | 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 assured of exercising. |
New and recently adopted accounting standards [Policy Text Block] | In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This ASU provides guidance on implementation costs incurred in a cloud computing arrangement (CCA) that is a service contract. The guidance aligns the accounting for such costs with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in such a CCA. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the effects of this ASU on our financial statements. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans . 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. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This ASU amends ASC 820 to remove disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant related to recurring and nonrecurring fair value measurements. The ASU's changes related to disclosures are part of the FASB's disclosure framework project. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the effects of this ASU on our disclosures in the notes to our financial statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 . The amendments in this ASU add various Securities and Exchange Commission (SEC) paragraphs pursuant to the issuance of SEC Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (Tax Act) (SAB 118). The SEC issued SAB 118 to address concerns about reporting entities' ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Act are incomplete by the due date of the financial statements and, if possible, to provide a reasonable estimate. See Note 4, Income Taxes, for our assessment of the income tax effects of the Tax Act. In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This ASU permits entities to reclassify stranded tax effects in accumulated other comprehensive income to retained earnings as a result of the Tax Cuts and Jobs Act enacted by the U.S. federal government on December 22, 2017. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. We anticipate adopting this ASU by the end of fourth quarter 2018 and do not expect the adoption of this guidance to have a material effect on our financial statements. In March 2017, the FASB issued ASU 2017-07 , Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . This ASU requires entities to present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. The other components of net periodic benefit cost must be presented elsewhere in the income statement and outside of income from operations if that subtotal is presented. Entities will have to disclose the line(s) used to present the other components of net periodic benefit cost if the components are not presented separately in the income statement. The guidance on the income statement presentation of the components of net periodic benefit cost must be applied retrospectively. We adopted the standard in first quarter 2018, which resulted in a change in our income from operations in an amount equal to the other components of net periodic pension cost, which was offset by a corresponding change outside of income from operations. The amount recorded outside of income from operations is presented in "Pension expense (excluding service costs)" in our Consolidated Statements of Operations. The components of net periodic cost are shown in Note 9, Retirement and Benefit Plans. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This amendment requires a lessee to recognize a right-of-use (ROU) asset and an associated lease liability on the balance sheet for all leases (whether operating or finance leases) with a term longer than 12 months. For leases defined as finance leases under the new standard, the lessee subsequently recognizes interest expense and amortization of the ROU asset, similar to accounting for capital leases under current GAAP. For leases defined as operating leases under the new standard, the lessee subsequently recognizes straight-line lease expense over the life of the lease. This new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied using a modified retrospective transition method. An entity may choose to use either its effective date or the beginning of the earliest comparative period presented in the financial statements as its date of initial application. We expect to adopt the new standard on January 1, 2019 and use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. We expect to elect the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification, and initial direct costs. We do not expect to elect the use-of-hindsight. The new standard also provides practical expedients for an entity’s ongoing accounting. We currently expect to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also currently expect to elect the practical expedient to not separate lease and non-lease components for all of our leases. The adoption of this ASU will result in a material increase to our balance sheet for lease liabilities and ROU assets for operating leases, substantially all of which are real estate leases. The extent of the increase to assets and liabilities associated with these amounts remains to be determined pending our analysis of existing lease contracts. We are in the process of implementing changes to our systems and control processes in conjunction with our review of existing lease agreements and anticipate these changes will go into effect when we adopt this standard. We are also in the process of evaluating the impact on our lease disclosures, but anticipate additional required disclosure. We will continue to monitor potential changes to Topic 842 that have been proposed by the FASB and assess any necessary changes to the implementation process as the guidance is updated. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . This ASU replaced most existing revenue recognition guidance in U.S. GAAP when it became effective and requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The guidance also requires additional disclosure to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. We adopted this standard effective January 1, 2018. See Note 3, Revenues, for the impact of this standard on our revenue recognition practices and additional required qualitative disclosures of our revenue recognition policies. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | We review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. 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. |
Fair Value [Policy Text Block] | 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 [Policy Text Block] | 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, 2018 , and December 31, 2017 , we held $139.9 million and $137.5 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, 2018 , and December 31, 2017 , the book value of our fixed-rate debt for each period was $350.0 million , and the fair value was estimated to be $356.1 million and $369.3 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 term loans is based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate. Because the interest rate on the term loans is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our term loans approximates book value. 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. |
Derivatives [Policy Text Block] | 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. |
Revenue Recognition [Policy Text Block] | 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 13, Segment Information. Wood Products Segment Our Wood Products segment manufactures EWP, consisting of laminated veneer lumber (LVL), I-joists, and laminated beams, which are structural products used in applications where extra strength and consistent quality are required, such as headers and beams. LVL is also used in the manufacture of I-joists, which are assembled by combining a vertical web of oriented strand board (OSB) with top and bottom LVL or solid wood flanges. In addition, we manufacture structural, appearance, and industrial plywood panels. We also produce ponderosa pine lumber, and particleboard. Our wood products are used primarily in new residential construction, residential repair-and-remodeling markets, and light commercial construction. The majority of our wood products are sold to leading wholesalers (including our Building Materials Distribution segment), home improvement centers, retail lumberyards, and industrial converters. For engineered wood products (EWP), plywood and veneer, lumber, byproducts, particleboard, and other products, we transfer control and recognize a sale when we ship the product from our manufacturing facility to our customer. Control transfers when product is shipped because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. The amount of consideration we receive and revenue we recognize varies with changes in rebates and cash discounts we offer to our customers. See discussion of rebates and cash discounts below. Building Materials Distribution Segment Our Building Materials Distribution segment is a leading national stocking wholesale distributor of building materials. We distribute a broad line of building materials, including EWP; commodity products such as OSB, plywood, and lumber; and general line items such as siding, metal products, insulation, roofing, and composite decking. Except for EWP, we purchase most of these building materials from third-party suppliers and market them primarily to retail lumberyards, home improvement centers, and specialty distributors that then sell the products to the final end customers, who are typically professional builders, independent contractors, and homeowners engaged in residential construction projects. Substantially all of Building Materials Distribution's EWP is sourced from our Wood Products segment. We sell products using two primary distribution methods: warehouse sales and direct sales. Warehouse sales are distributed from our warehouses to our customers. Direct sales are shipped from the manufacturer to the customer without our taking physical inventory possession. We report direct sales on a gross basis, that is, the amounts billed to our customers are recorded as "Sales," and inventory purchased from manufacturers are recorded as "Materials, labor, and other operating expenses (excluding depreciation)." We are the principal of direct sales because we control the inventory before it is transferred to our customers. Our control is evidenced by us being primarily responsible for fulfilling the promise to our customers, taking on inventory risk of returned product, and having discretion in establishing pricing. For warehouse sales, we transfer control and recognize a sale when the customer takes physical possession of the product. Control transfers when the customer takes physical possession of the product because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. For direct sales, we transfer control and recognize a sale when the product is shipped from the manufacturer to the customer. Control transfers when product is shipped because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. The amount of consideration we receive and revenue we recognize varies with changes in customer rebates and cash discounts we offer to our customers. See discussion of rebates and cash discounts below. Rebates and Cash Discounts Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment. 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, 2018 , and December 31, 2017 , we had $61.3 million and $45.5 million , respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We estimate the expected cash discounts based on an analysis of historical experience and record cash discounts as a decrease in "Sales." We adjust our estimate of revenue at the earlier of when the probability of rebates paid and cash discounts provided changes or when the amounts become fixed. We believe that there will not be significant changes to our estimates of variable consideration. Shipping and Handling Fees for shipping and handling charged to customers for sales transactions are included in "Sales." When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as an expense. For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)." 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 $42.8 million and $37.9 million , for the three months ended September 30, 2018 , and 2017 , respectively, and $117.1 million and $101.5 million for the nine months ended September 30, 2018 and 2017 , respectively, are included in "Selling and distribution expenses". 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. Other Our payment terms vary by the type of customer and the products offered. The term between invoicing and when payment is due is not significant. |
Revenue, Transaction Price Measurement, Tax Exclusion [Policy Text Block] | Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. |
Commissions Expense [Policy Text Block] | We expense sales commissions when incurred as they are earned when the product is shipped. These costs are recorded within "Selling and distribution expenses." |
Compensation Related Costs [Policy Text Block] | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Inventories [Table Text Block] | Inventories included the following (work in process is not material): September 30, December 31, (thousands) Finished goods and work in process $ 473,584 $ 377,266 Logs 46,307 57,229 Other raw materials and supplies 39,552 42,178 $ 559,443 $ 476,673 ___________________________________ (a) As of September 30, 2018 , certain inventories have been classified as assets held for sale and excluded from these inventory balances. For more information, see Note 6, Assets Held for Sale. |
Property and Equipment [Table Text Block] | Property and equipment consisted of the following asset classes: September 30, December 31, (thousands) Land $ 39,307 $ 38,606 Buildings (b) 159,844 144,404 Improvements 58,720 55,267 Mobile equipment, information technology, and office furniture 151,939 138,245 Machinery and equipment 641,513 659,708 Construction in progress 25,018 23,303 1,076,341 1,059,533 Less accumulated depreciation (523,675 ) (493,741 ) $ 552,666 $ 565,792 ___________________________________ (a) As of September 30, 2018 , certain property and equipment have been classified as assets held for sale and excluded from these property and equipment balances. For more information, see Note 6, Assets Held for Sale. (b) Capital lease assets are included in the 'Buildings' asset class. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | The effect of the changes made to our consolidated balance sheet as of January 1, 2018, for the adoption of the new revenue standard was as follows: Balance at December 31, 2017 Adjustments Due to ASC 606 Balance at January 1, 2018 (thousands) ASSETS Receivables, trade $ 246,452 $ 1,500 $ 247,952 LIABILITIES Accrued liabilities, other 55,786 1,500 57,286 In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated statement of operations and balance sheet was as follows: Three months ended September 30, 2018 As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) (thousands) STATEMENT OF OPERATIONS Sales $ 1,338,512 $ 1,331,788 $ 6,724 Materials, labor, and other operating expenses (excluding depreciation) 1,163,020 1,156,903 6,117 Selling and distribution expenses 93,395 92,788 607 Nine months ended September 30, 2018 As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) (thousands) STATEMENT OF OPERATIONS Sales $ 3,929,485 $ 3,908,778 $ 20,707 Materials, labor, and other operating expenses (excluding depreciation) 3,366,716 3,347,412 19,304 Selling and distribution expenses 273,592 272,189 1,403 September 30, 2018 As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) (thousands) BALANCE SHEET Assets Receivables, trade $ 312,659 $ 310,959 $ 1,700 Liabilities Accrued liabilities, other 77,953 76,253 1,700 |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Share [Table Text Block] | The following table sets forth the computation of basic and diluted net income per common share: Three Months Ended Nine Months Ended 2018 2017 2018 2017 (thousands, except per-share data) Net income $ 13,848 $ 31,661 $ 92,723 $ 63,835 Weighted average common shares outstanding during the period (for basic calculation) 38,998 38,660 38,920 38,601 Dilutive effect of other potential common shares 463 479 477 361 Weighted average common shares and potential common shares (for diluted calculation) 39,461 39,139 39,397 38,962 Net income per common share - Basic $ 0.36 $ 0.82 $ 2.38 $ 1.65 Net income per common share - Diluted $ 0.35 $ 0.81 $ 2.35 $ 1.64 |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Components of Assets Held For Sale [Table Text Block] | The assets held for sale, recorded in "Prepaid expenses and other" on our Consolidated Balance Sheets, include the following: September 30, 2018 (thousands) Assets held for sale Inventories $ 9,547 Property and equipment 5,500 Total assets held for sale $ 15,047 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Fair value at the date of the Acquisition [Table Text Block] | The following table summarizes the final allocations of the purchase price to the assets acquired and liabilities assumed, based on our estimates of the fair value at the acquisition dates: Acquisition Date Fair Value (thousands) Accounts receivable $ 4,021 Inventories 7,310 Property and equipment 1,417 Intangible assets: Customer relationships 2,700 Goodwill 4,976 Assets acquired 20,424 Accounts payable and accrued liabilities 1,895 Deferred income taxes 997 Liabilities assumed 2,892 Net assets acquired $ 17,532 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt [Table Text Block] | Long-term debt consisted of the following: September 30, December 31, (thousands) Asset-based revolving credit facility $ — $ — Asset-based credit facility term loan due 2022 50,000 50,000 Term loan due 2026 45,000 45,000 5.625% senior notes due 2024 350,000 350,000 Deferred financing costs (5,851 ) (6,688 ) Long-term debt $ 439,149 $ 438,312 |
Retirement and Benefit Plans (T
Retirement and Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |
Retirement and Benefit Plans [Table Text Block] | The following table presents the pension benefit costs: Three Months Ended Nine Months Ended 2018 2017 2018 2017 (thousands) Service cost $ 196 $ 301 $ 598 $ 903 Interest cost 2,278 4,392 9,602 13,150 Expected return on plan assets (1,903 ) (4,743 ) (9,783 ) (14,224 ) Amortization of actuarial loss 151 441 1,328 1,245 Plan settlement loss 11,252 — 23,255 — Net periodic benefit expense $ 11,974 $ 391 $ 25,000 $ 1,074 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Nonvested Share Activity [Table Text Block] | The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the nine months ended September 30, 2018 : PSUs RSUs Number of shares Weighted Average Grant-Date Fair Value Number of shares Weighted Average Grant-Date Fair Value Outstanding, December 31, 2017 487,160 $ 20.76 403,252 $ 23.06 Granted 78,976 43.05 99,087 43.08 Performance condition adjustment (a) 67,835 27.05 — — Vested (187,606 ) 20.20 (199,414 ) 23.47 Forfeited (14,027 ) 26.26 (11,738 ) 26.13 Outstanding, September 30, 2018 432,338 $ 25.88 291,187 $ 29.47 _______________________________ (a) Performance condition adjustment represents additional PSU's granted, as other employees earned 145% of the target based on Boise Cascade's 2017 EBITDA and officers earned 135% of the target based on Boise Cascade’s 2017 ROIC. |
Stock-Based Compensation Expense Recognized [Table Text Block] | Total stock-based compensation recognized from PSUs and RSUs, net of forfeitures, was as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 (thousands) PSUs $ 945 $ 1,297 $ 3,263 $ 3,312 RSUs 1,217 1,191 3,630 3,619 Total $ 2,162 $ 2,488 $ 6,893 $ 6,931 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block] | The following table details the changes in accumulated other comprehensive loss for the three and nine months ended September 30, 2018 and 2017 : Three Months Ended Nine Months Ended 2018 2017 2018 2017 (thousands) Beginning balance, net of taxes $ (56,907 ) $ (82,517 ) $ (76,702 ) $ (83,012 ) Net actuarial gain (loss), before taxes (3,874 ) — 9,466 — Amortization of actuarial loss, before taxes (a) 151 441 1,328 1,245 Effect of settlements, before taxes (a) 11,252 — 23,255 — Income taxes (1,909 ) (170 ) (8,634 ) (479 ) Ending balance, net of taxes $ (51,287 ) $ (82,246 ) $ (51,287 ) $ (82,246 ) ___________________________________ (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 9, Retirement and Benefit Plans. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Sales by Product Line [Table Text Block] | Wood Products and Building Materials Distribution segment sales to external customers, including related parties, by product line are as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 (millions) Wood Products (a) LVL $ 9.2 $ 10.9 $ 32.5 $ 36.2 I-joists 8.5 7.9 26.3 26.7 Other engineered wood products 7.3 6.1 19.6 16.5 Plywood and veneer 82.8 92.4 266.5 244.0 Lumber 20.3 22.9 70.2 66.4 Byproducts (b) 23.8 13.7 68.7 41.0 Particleboard 10.6 12.2 33.3 34.7 Other 16.7 14.9 46.9 32.6 179.2 181.0 564.1 498.1 Building Materials Distribution Commodity 554.8 505.6 1,648.0 1,338.4 General line 385.8 354.4 1,093.9 971.7 Engineered wood products 218.6 185.7 623.4 531.8 1,159.3 1,045.6 3,365.4 2,842.0 $ 1,338.5 $ 1,226.6 $ 3,929.5 $ 3,340.0 ___________________________________ (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, 2018 , approximately 73% of Wood Products' EWP sales volumes were to our Building Materials Distribution segment. (b) As discussed in Note 3, Revenues, prior period amounts have not been adjusted under the modified retrospective method upon adoption of ASC Topic 606, Revenue from Contracts with Customers . |
Segment information [Table Text Block] | An analysis of our operations by segment is as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 (thousands) Net sales by segment Wood Products $ 402,672 $ 366,920 $ 1,226,146 $ 1,042,854 Building Materials Distribution 1,159,304 1,045,646 3,365,468 2,842,035 Intersegment eliminations and other (a) (223,464 ) (185,922 ) (662,129 ) (544,863 ) Total net sales $ 1,338,512 $ 1,226,644 $ 3,929,485 $ 3,340,026 Segment operating income Wood Products (b) $ 13,929 $ 24,027 $ 76,532 $ 46,810 Building Materials Distribution 23,504 39,379 103,605 93,853 Total segment operating income 37,433 63,406 180,137 140,663 Unallocated corporate and other (6,978 ) (7,308 ) (23,822 ) (20,942 ) Income from operations $ 30,455 $ 56,098 $ 156,315 $ 119,721 ___________________________________ (a) Primarily represents intersegment sales from our Wood Products segment to our Building Materials Distribution segment. (b) Wood Products segment operating income for the three and nine months ended September 30, 2018, includes an impairment loss of $10.4 million upon classifying certain Wood Products facilities in Northeast Oregon as held for sale. For additional information, see Note 6, Assets Held For Sale. |
Nature of Operations and Cons_2
Nature of Operations and Consolidation (Details) | 9 Months Ended |
Sep. 30, 2018segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of Reportable Segments | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies:Vendor Rebates and Allowances (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Vendor Rebates and Allowances | $ 9.3 | $ 6.7 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies:Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||||
Rental expense | $ 4.6 | $ 4.8 | $ 13.8 | $ 14.4 | |
Other Noncurrent Liabilities [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Capital Lease Obligations, Noncurrent | $ 22.1 | 22.1 | $ 3.9 | ||
Building [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Capital Lease Obligations Incurred | $ 18.9 | ||||
Capital Lease 1 [Member] | Building [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Lessee, Capital Lease, Term of Contract | 13 years | ||||
Capital Lease 2 [Member] | Building [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Lessee, Capital Lease, Term of Contract | 20 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies:Inventory Valuation (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | |
Inventory, Net [Abstract] | |||
Finished goods and work in process | $ 473,584 | [1] | $ 377,266 |
Logs | 46,307 | [1] | 57,229 |
Other raw materials and supplies | 39,552 | [1] | 42,178 |
Inventories | $ 559,443 | $ 476,673 | |
[1] | As of September 30, 2018, certain inventories have been classified as assets held for sale and excluded from these inventory balances. For more information, see Note 6, Assets Held for Sale. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies:Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | ||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 1,076,341 | $ 1,059,533 | ||
Less accumulated depreciation | (523,675) | (493,741) | ||
Property and equipment, net | 552,666 | 565,792 | ||
Land [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 39,307 | [1] | 38,606 | |
Buildings [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | [2] | 159,844 | [1] | 144,404 |
Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 58,720 | 55,267 | ||
Mobile equipment, information technology, and office furniture [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 151,939 | 138,245 | ||
Machinery and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 641,513 | [1] | 659,708 | |
Construction in Progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 25,018 | [1] | $ 23,303 | |
[1] | As of September 30, 2018, certain property and equipment have been classified as assets held for sale and excluded from these property and equipment balances. For more information, see Note 6, Assets Held for Sale. | |||
[2] | Capital lease assets are included in the 'Buildings' asset class. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies:Financial Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Reported Value Measurement [Member] | 5.625% Senior Notes Due 2024 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Fixed-rate debt | $ 350 | $ 350 |
Level 2 [Member] | Estimate of Fair Value Measurement [Member] | 5.625% Senior Notes Due 2024 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Fixed-rate debt | 356.1 | 369.3 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Cash equivalents, fair value | $ 139.9 | $ 137.5 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies:Interest Rate Risk and Interest Rate Swaps (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Mar. 31, 2016 | Feb. 16, 2016 | |
Interest Rate Derivatives [Line Items] | |||||||
Long-term debt | $ 439,149 | $ 438,312 | |||||
Repayments of Term Debt | 7,500 | $ 410,400 | |||||
Term Loans Due 2022 and 2026 [Member] | |||||||
Interest Rate Derivatives [Line Items] | |||||||
Long-term debt | 95,000 | 95,000 | |||||
Debt Instrument, Face Amount | 125,000 | ||||||
Term Loan Due 2026 [Member] | |||||||
Interest Rate Derivatives [Line Items] | |||||||
Repayments of Term Debt | $ 30,000 | $ 30,000 | |||||
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Level 2 [Member] | Other assets [Member] | |||||||
Interest Rate Derivatives [Line Items] | |||||||
Fair value of interest rate swap agreements, Asset | $ 7,200 | $ 4,700 | |||||
Interest Rate Swap - $50 million notional amount fixed at 1.007% [Member] | Not Designated as Hedging Instrument [Member] | |||||||
Interest Rate Derivatives [Line Items] | |||||||
Interest rate swaps, notional amount | $ 50,000 | ||||||
Interest rate swaps, fixed interest rate | 1.007% | ||||||
Interest Rate Swap - $75 million notional amount fixed at 1.256% [Member] | Not Designated as Hedging Instrument [Member] | |||||||
Interest Rate Derivatives [Line Items] | |||||||
Interest rate swaps, notional amount | $ 75,000 | ||||||
Interest rate swaps, fixed interest rate | 1.256% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies:Concentration of Credit Risk (Details) - Accounts Receivable [Member] - Credit Concentration Risk [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 13.00% | 15.00% |
Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 12.00% | 12.00% |
Revenues_Effect of change relat
Revenues:Effect of change related to ASU 2014-09 (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 02, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Balance Sheet [Abstract] | |||||||
Retained earnings | $ 405,871,000 | $ 405,871,000 | $ 361,243,000 | ||||
Receivables, trade | 312,659,000 | 312,659,000 | $ 247,952,000 | 246,452,000 | |||
Accrued liabilities, other | 77,953,000 | 77,953,000 | $ 57,286,000 | $ 55,786,000 | |||
Income Statement [Abstract] | |||||||
Sales | 1,338,512,000 | 3,929,485,000 | |||||
Materials, labor, and other operating expenses (excluding depreciation) | 1,163,020,000 | $ 1,045,742,000 | 3,366,716,000 | $ 2,872,711,000 | |||
Selling and distribution expenses | 93,395,000 | $ 87,520,000 | 273,592,000 | $ 243,509,000 | |||
Accounting Standards Update 2014-09 [Member] | Calculated under Revenue Guidance in Effect before Topic 606 [Member] | |||||||
Balance Sheet [Abstract] | |||||||
Receivables, trade | 310,959,000 | 310,959,000 | |||||
Accrued liabilities, other | 76,253,000 | 76,253,000 | |||||
Income Statement [Abstract] | |||||||
Sales | 1,331,788,000 | 3,908,778,000 | |||||
Materials, labor, and other operating expenses (excluding depreciation) | 1,156,903,000 | 3,347,412,000 | |||||
Selling and distribution expenses | 92,788,000 | 272,189,000 | |||||
Accounting Standards Update 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | |||||||
Balance Sheet [Abstract] | |||||||
Retained earnings | $ 0 | ||||||
Receivables, trade | 1,700,000 | 1,700,000 | 1,500,000 | ||||
Accrued liabilities, other | 1,700,000 | 1,700,000 | $ 1,500,000 | ||||
Income Statement [Abstract] | |||||||
Sales | 6,724,000 | 20,707,000 | |||||
Materials, labor, and other operating expenses (excluding depreciation) | 6,117,000 | 19,304,000 | |||||
Selling and distribution expenses | $ 607,000 | $ 1,403,000 |
Revenues_Recognition (Details)
Revenues:Recognition (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Distribution | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Customer Rebates and Allowances | $ 61.3 | $ 61.3 | $ 45.5 | ||
Building Materials Distribution [Member] | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Number of Primary Distribution Methods | Distribution | 2 | ||||
Building Materials Distribution [Member] | Shipping and Handling [Member] | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Cost of Goods and Services Sold | $ 42.8 | $ 37.9 | $ 117.1 | $ 101.5 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision (benefit) | $ (814) | $ 18,276 | $ 22,811 | $ 36,489 | |
Income before income taxes | 13,034 | $ 49,937 | 115,534 | 100,324 | |
Deferred Income Tax Expense (Benefit) | (3,800) | 883 | 6,019 | ||
Pension contributions | $ 20,000 | $ 21,566 | $ 1,666 | ||
Effective income tax rate (as a percent) | (6.20%) | 36.60% | 19.70% | 36.40% | |
Statutory U.S. income tax rate (as a percent) | 21.00% | 35.00% | 21.00% | 35.00% | 35.00% |
Income taxes paid (refunds), net | $ 14,400 | $ 15,300 | |||
Tax Cuts and Jobs Act of 2017 Incomplete Accounting Provisional Income Tax Expense (Benefit) | $ (8,100) |
Net Income Per Common Share (De
Net Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 13,848 | $ 31,661 | $ 92,723 | $ 63,835 |
Computation of basic and diluted net income per common share | ||||
Weighted average common shares outstanding during the period (for basic calculation) | 38,998 | 38,660 | 38,920 | 38,601 |
Dilutive effect of other potential common shares | 463 | 479 | 477 | 361 |
Weighted average common shares and potential common shares (for diluted calculation) | 39,461 | 39,139 | 39,397 | 38,962 |
Net income per common share - Basic | $ 0.36 | $ 0.82 | $ 2.38 | $ 1.65 |
Net income per common share - Diluted | $ 0.35 | $ 0.81 | $ 2.35 | $ 1.64 |
Stock awards [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive stock awards | 0 | 0 | 100 | 200 |
Assets Held For Sale (Details)
Assets Held For Sale (Details) - Agreement With Woodgrain Millwork for Two Lumber Mills and a Particleboard Plant In Northeast Oregon [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Nov. 02, 2018 | |
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Revenue | $ 66.2 | $ 62.3 | ||
Disposal Group, Operating Income (Loss) | (0.4) | $ 0.6 | ||
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Other Operating Income (Expense) [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment loss on sale of NEO assets | $ 10.4 | $ 10.4 | ||
Goodwill, Impairment Loss | 1 | |||
Severance Costs | $ 0.6 | |||
Subsequent Event [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Consideration Received | $ 15 |
Assets Held For Sale_Prepaid Ex
Assets Held For Sale:Prepaid Expenses and Other (Details) - Prepaid Expenses and Other Current Assets [Member] - Agreement With Woodgrain Millwork for Two Lumber Mills and a Particleboard Plant In Northeast Oregon [Member] - Disposal Group, Held-for-sale, Not Discontinued Operations [Member] $ in Thousands | Sep. 30, 2018USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Inventories | $ 9,547 |
Property and equipment | 5,500 |
Total assets held for sale | $ 15,047 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 59,409 | $ 55,433 | |
Nashville and Medford BMD Facilities [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price of acquisition | $ 17,500 | ||
Purchase price, post-closing adjustment | $ 100 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Accounts receivable | 4,021 | ||
Inventories | 7,310 | ||
Property and equipment | 1,417 | ||
Customer relationships | 2,700 | ||
Goodwill | 4,976 | ||
Assets acquired | 20,424 | ||
Accounts payable and accrued liabilities | 1,895 | ||
Deferred income taxes | 997 | ||
Liabilities assumed | 2,892 | ||
Net assets acquired | $ 17,532 | ||
Customer Relationships [Member] | Nashville and Medford BMD Facilities [Member] | |||
Business Acquisition [Line Items] | |||
Customer Relationship, Useful Life | 10 years |
Debt_Summary Table (Details)
Debt:Summary Table (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ (5,851) | $ (6,688) |
Long-term debt | 439,149 | 438,312 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 0 | 0 |
Asset based Credit Facility Term Loan Due 2022 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 50,000 | 50,000 |
Term Loan Due 2026 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 45,000 | 45,000 |
5.625% Senior Notes Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 350,000 | $ 350,000 |
Debt Asset-Based Revolving Cred
Debt Asset-Based Revolving Credit Facility (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | May 15, 2015 | |
AssetBasedCreditFacility [Member] | |||
Line of Credit Facility [Line Items] | |||
Fixed charge coverage ratio requirement, if availability falls below 10% of aggregate lending commitments (as a percent) | 100.00% | ||
Threshold of availability as a percentage of aggregate lending commitments, below which 1:1 fixed charge coverage ratio must be met | 10.00% | ||
Threshold of availability, below which 1:1 fixed charge coverage ratio must be met | $ 37,000 | ||
Current availability | $ 365,400 | ||
Dividend restriction, single threshold, percentage of aggregate Revolver Commitments | 25.00% | ||
Dividend restriction, combination thresholds, percentage of aggregate Revolver Commitments | 15.00% | ||
Dividend restriction, combination thresholds, fixed-charge coverage ratio (as a percent) | 100.00% | ||
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 370,000 | ||
Commitment fee rate (as a percentage) | 0.25% | ||
Amount outstanding on Revolving Credit Facility | $ 0 | $ 0 | |
Letters of credit outstanding | 4,600 | $ 5,900 | |
Revolving Credit Facility, Minimum Amount Outstanding During Period | 0 | ||
Revolving Credit Facility, Maximum Amount Outstanding During Period | $ 3,700 | ||
Revolving Credit Facility, Average Interest Rate During Period | 3.12% | ||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 1.25% | ||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 1.75% | ||
Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 0.25% | ||
Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 0.75% | ||
Asset based Credit Facility Term Loan Due 2022 | |||
ABL Term Loan [Abstract] | |||
Debt Instrument, Face Amount | $ 50,000 | ||
Debt Instrument, Interest Rate During Period | 3.62% | ||
Debt Instrument, Interest Rate During Period With Patronage Credits | 2.90% | ||
Asset based Credit Facility Term Loan Due 2022 | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 1.75% | ||
Asset based Credit Facility Term Loan Due 2022 | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 2.25% | ||
Asset based Credit Facility Term Loan Due 2022 | Base Rate [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 0.75% | ||
Asset based Credit Facility Term Loan Due 2022 | Base Rate [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 1.25% |
Debt_Term Loan (Details)
Debt:Term Loan (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Sep. 30, 2018USD ($)Integer9Integer8 | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 30, 2016USD ($) | |
Debt Instrument [Line Items] | |||||
Repayments of Long-term Debt | $ 7,500 | $ 410,400 | |||
Term Loan Due 2026 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 75,000 | ||||
Debt Instrument, Periodic Payment, Principal | $ 10,000 | ||||
Debt Instrument, Date of First Required Payment | Mar. 30, 2022 | ||||
Debt Instrument, Frequency of Periodic Payment | annual | ||||
Repayments of Long-term Debt | $ 30,000 | $ 30,000 | |||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 30,000 | $ 30,000 | |||
Number of reborrowing instances allowed | Integer8 | 3 | ||||
Minimum reborrowing amounts | $ 10,000 | ||||
Debt Instrument, Unused Borrowing Capacity, Fee (as a percentage) | 0.325% | ||||
Debt Instrument, Covenant, Capitalization Ratio, Maximum (as a percent) | 60.00% | ||||
Debt Instrument, Covenant, Consolidated Net Worth, Minimum | $ 350,000 | ||||
Debt Instrument, Covenant, Available Liquidity, Minimum | 100,000 | ||||
Threshold of amount of capital expenditures made during four consecutive quarters, maximum | $ 50,000 | ||||
Number of Consecutive Quarters Within Which Maximum Threshold Amount Of Capital Expenditures Applies | Integer9 | 4 | ||||
Dividend restriction, interest coverage ratio (as a percent) | 300.00% | ||||
Dividend restriction, fixed-charge coverage ratio (as a percent) | 100.00% | ||||
Debt Instrument, Interest Rate During Period | 3.75% | ||||
Debt Instrument, Interest Rate During Period With Patronage Credits | 3.00% | ||||
Term Loan Due 2026 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 1.875% | ||||
Term Loan Due 2026 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 2.125% | ||||
Term Loan Due 2026 [Member] | Base Rate [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 0.875% | ||||
Term Loan Due 2026 [Member] | Base Rate [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 1.125% |
Debt_2024 Notes (Details)
Debt:2024 Notes (Details) - 5.625% Senior Notes Due 2024 [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Aug. 29, 2016 | |
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 350 | |
Interest rate | 5.625% | |
Dividend restriction, interest coverage ratio (as a percent) | 350.00% |
Debt_Cash Paid for Interest (De
Debt:Cash Paid for Interest (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Debt Disclosure [Abstract] | ||
Interest Paid | $ 22.7 | $ 22.5 |
Retirement and Benefit Plans (D
Retirement and Benefit Plans (Details) - USD ($) $ in Thousands | Aug. 10, 2018 | Apr. 25, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Aug. 10, 2018 | Apr. 25, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Net periodic benefit cost [Abstract] | |||||||||||
Net periodic benefit expense | $ 25,000 | $ 1,074 | |||||||||
Pension contributions [Abstract] | |||||||||||
Pension contributions | $ 20,000 | $ 21,566 | 1,666 | ||||||||
Pension Plan [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Increase(Decrease) of Assets Transferred to (from) Plan | $ (124,800) | $ (151,800) | |||||||||
Percentage of Defined Benefit Plan Assets Transferred Out of Plan | 60.00% | ||||||||||
Actuarial Gain (Loss) | (3,900) | $ 13,300 | |||||||||
Discount Rate | 3.95% | 4.05% | 3.95% | 4.05% | 3.40% | ||||||
Expected Long-term Rate of Return on Plan Assets | 3.85% | 4.50% | 4.75% | ||||||||
Net periodic benefit cost [Abstract] | |||||||||||
Service cost | 196 | $ 301 | $ 598 | 903 | |||||||
Interest cost | 2,278 | 4,392 | 9,602 | 13,150 | |||||||
Expected return on plan assets | (1,903) | (4,743) | (9,783) | (14,224) | |||||||
Amortization of actuarial loss | 151 | 441 | 1,328 | 1,245 | |||||||
Plan settlement loss | 11,252 | $ 12,000 | 0 | 23,255 | 0 | ||||||
Net periodic benefit expense | 11,974 | $ 391 | 25,000 | $ 1,074 | |||||||
Pension contributions [Abstract] | |||||||||||
Estimated remaining 2018 pension contributions | $ 4,500 | 4,500 | 4,500 | ||||||||
Pension Plan, Repurchases [Member] | |||||||||||
Pension contributions [Abstract] | |||||||||||
Estimated remaining 2018 pension contributions | $ 4,000 | $ 4,000 | $ 4,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 28, 2018stock_awards | Feb. 28, 2017stock_awards | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)tranch$ / sharesshares | Sep. 30, 2017USD ($)shares | Dec. 31, 2017$ / sharesshares | ||
Stock-Based Compensation [Abstract] | ||||||||
Number of types of stock-based awards granted (in types) | stock_awards | 2 | 2 | ||||||
Fair market value of awards | $ | $ 15,400 | $ 8,400 | ||||||
Stock-based compensation expense | $ | $ 2,162 | $ 2,488 | 6,893 | 6,931 | ||||
Tax benefit from compensation expense | $ | 1,700 | 2,700 | ||||||
Unrecognized compensation expense | $ | 11,400 | $ 11,400 | ||||||
Unrecognized compensation, period for recognition | 1 year 9 months | |||||||
Performance Shares [Member] | ||||||||
Stock-Based Compensation [Abstract] | ||||||||
Stock-based compensation expense | $ | $ 945 | 1,297 | $ 3,263 | $ 3,312 | ||||
Number of shares [Abstract] | ||||||||
Outstanding, December 31, 2017 | shares | 487,160 | |||||||
Granted | shares | 78,976 | 178,021 | ||||||
Performance condition adjustment (a) | shares | [1] | 67,835 | ||||||
Vested | shares | (187,606) | |||||||
Forfeited | shares | (14,027) | |||||||
Outstanding, September 30, 2018 | shares | 432,338 | 432,338 | 487,160 | |||||
Weighted Average Grant Date Fair Value [Abstract] | ||||||||
Outstanding, December 31, 2017 | $ / shares | $ 20.76 | |||||||
Granted | $ / shares | 43.05 | |||||||
Performance condition adjustment (a) | $ / shares | [1] | 27.05 | ||||||
Vested | $ / shares | 20.20 | |||||||
Forfeited | $ / shares | 26.26 | |||||||
Outstanding, September 30, 2018 | $ / shares | $ 25.88 | $ 25.88 | $ 20.76 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Stock-Based Compensation [Abstract] | ||||||||
Stock-based compensation expense | $ | $ 1,217 | $ 1,191 | $ 3,630 | $ 3,619 | ||||
Number of shares [Abstract] | ||||||||
Outstanding, December 31, 2017 | shares | 403,252 | |||||||
Granted | shares | 99,087 | 214,035 | ||||||
Performance condition adjustment (a) | shares | 0 | |||||||
Vested | shares | (199,414) | |||||||
Forfeited | shares | (11,738) | |||||||
Outstanding, September 30, 2018 | shares | 291,187 | 291,187 | 403,252 | |||||
Weighted Average Grant Date Fair Value [Abstract] | ||||||||
Outstanding, December 31, 2017 | $ / shares | $ 23.06 | |||||||
Granted | $ / shares | 43.08 | |||||||
Performance condition adjustment (a) | $ / shares | 0 | |||||||
Vested | $ / shares | 23.47 | |||||||
Forfeited | $ / shares | 26.13 | |||||||
Outstanding, September 30, 2018 | $ / shares | $ 29.47 | $ 29.47 | $ 23.06 | |||||
Officer [Member] | ||||||||
Stock-Based Compensation [Abstract] | ||||||||
Performance Shares Target Percentage Earned, Officers | 135.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||||||
Performance Shares that could be awarded, as a percentage of ROIC target amount, minimum | 0.00% | |||||||
Performance Shares that could be awarded, as a percentage of ROIC target amount, maximum | 200.00% | |||||||
Officer [Member] | Performance Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||||||
Vesting period (in years) | 3 years | |||||||
Other employees [Member] | ||||||||
Stock-Based Compensation [Abstract] | ||||||||
Performance Shares Target Percentage Earned, Other Employees | 145.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||||||
Performance Shares that could be awarded, as a percentage of EBITDA target amount, minimum | 0.00% | |||||||
Performance Shares that could be awarded, as a percentage of EBITDA target amount, maximum | 200.00% | |||||||
Other employees [Member] | Performance Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||||||
Number of equal tranches for annual vesting (in tranches) | tranch | 3 | |||||||
Officers and other employees [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||||||
Number of equal tranches for annual vesting (in tranches) | tranch | 3 | |||||||
Nonemployee Directors [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||||||
Vesting period (in years) | 1 year | |||||||
[1] | Performance condition adjustment represents additional PSU's granted, as other employees earned 145% of the target based on Boise Cascade's 2017 EBITDA and officers earned 135% of the target based on Boise Cascade’s 2017 ROIC. |
Stockholders' Equity_Shares and
Stockholders' Equity:Shares and Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 02, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.07 | $ 0.07 | $ 0.07 | ||||
Common Stock, additional dividend, per share | 1 | ||||||
Dividends paid on common stock | $ 47,113 | $ 0 | |||||
Dividends declared per common share | $ 0.09 | $ 1.07 | $ 0 | $ 1.21 | $ 0 |
Stockholders' Equity_AOCI (Deta
Stockholders' Equity:AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance, net of taxes | $ 674,549 | ||||
Net actuarial gain (loss), before taxes | $ (3,874) | $ 0 | 9,466 | $ 0 | |
Amortization of actuarial loss, before taxes (a) | [1] | 151 | 441 | 1,328 | 1,245 |
Effect of settlements, before taxes (a) | [1] | 11,252 | 0 | 23,255 | 0 |
Income taxes | (1,909) | (170) | (8,634) | (479) | |
Ending balance, net of taxes | 747,762 | 747,762 | |||
Accumulated Other Comprehensive Loss [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance, net of taxes | (56,907) | (82,517) | (76,702) | (83,012) | |
Ending balance, net of taxes | $ (51,287) | $ (82,246) | $ (51,287) | $ (82,246) | |
[1] | 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 9, Retirement and Benefit Plans. |
Transactions With Related Par_2
Transactions With Related Party (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Unconsolidated variable interest entity [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related party | $ 4.1 | $ 3.8 | $ 13 | $ 13.3 |
Cost of sales from related party | $ 22.4 | $ 23.9 | $ 65.4 | $ 66.3 |
LouisianaTimberProcurementCompanyLLC [Member] | Unconsolidated variable interest entity [Member] | ||||
Related Party Transaction [Line Items] | ||||
Variable interest entity, ownership percentage | 50.00% | |||
LouisianaTimberProcurementCompanyLLC [Member] | Packaging Corporation of America (PCA) [Member] | Variable Interest Entity, Primary Beneficiary [Member] | ||||
Related Party Transaction [Line Items] | ||||
Variable interest entity, ownership percentage | 50.00% |
Segment Information Segment Sal
Segment Information Segment Sales to External Customers by Product Line (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)segment | Sep. 30, 2017USD ($) | ||
Segment Reporting [Abstract] | |||||
Number of Reportable Segments | segment | 2 | ||||
Revenue from External Customer [Line Items] | |||||
Sales | $ 1,338,512 | $ 1,226,644 | $ 3,929,485 | $ 3,340,026 | |
Wood Products and Building Materials Distribution [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | 1,338,500 | 1,226,600 | 3,929,500 | 3,340,000 | |
Wood Products [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | 179,200 | 181,000 | $ 564,100 | 498,100 | |
Intersegment EWP Sales Volumes As Percentage to Total EWP Sales Volumes | 73.00% | ||||
Wood Products [Member] | Laminated Veneer Lumber [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | [1] | 9,200 | 10,900 | $ 32,500 | 36,200 |
Wood Products [Member] | I-joists [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | [1] | 8,500 | 7,900 | 26,300 | 26,700 |
Wood Products [Member] | Other Engineered Wood Products [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | [1] | 7,300 | 6,100 | 19,600 | 16,500 |
Wood Products [Member] | Plywood and veneer [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | [1] | 82,800 | 92,400 | 266,500 | 244,000 |
Wood Products [Member] | Lumber [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | [1] | 20,300 | 22,900 | 70,200 | 66,400 |
Wood Products [Member] | Byproducts [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | [1],[2] | 23,800 | 13,700 | 68,700 | 41,000 |
Wood Products [Member] | Particleboard [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | [1] | 10,600 | 12,200 | 33,300 | 34,700 |
Wood Products [Member] | Other - Wood Products [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | [1] | 16,700 | 14,900 | 46,900 | 32,600 |
Building Materials Distribution [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | 1,159,300 | 1,045,600 | 3,365,400 | 2,842,000 | |
Building Materials Distribution [Member] | Commodity product line [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | 554,800 | 505,600 | 1,648,000 | 1,338,400 | |
Building Materials Distribution [Member] | General line [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | 385,800 | 354,400 | 1,093,900 | 971,700 | |
Building Materials Distribution [Member] | Engineered wood products [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Sales | $ 218,600 | $ 185,700 | $ 623,400 | $ 531,800 | |
[1] | 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, 2018, approximately 73% of Wood Products' EWP sales volumes were to our Building Materials Distribution segment. | ||||
[2] | As discussed in Note 3, Revenues, prior period amounts have not been adjusted under the modified retrospective method upon adoption of ASC Topic 606, Revenue from Contracts with Customers. |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||||
Segment Reporting Information [Line Items] | |||||||
Sales | $ 1,338,512 | $ 1,226,644 | $ 3,929,485 | $ 3,340,026 | |||
Income from operations | 30,455 | 56,098 | 156,315 | 119,721 | |||
Other Operating Income (Expense) [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Agreement With Woodgrain Millwork for Two Lumber Mills and a Particleboard Plant In Northeast Oregon [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Impairment loss on sale of NEO assets | 10,400 | 10,400 | |||||
Wood Products [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Sales | 179,200 | 181,000 | 564,100 | 498,100 | |||
Building Materials Distribution [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Sales | 1,159,300 | 1,045,600 | 3,365,400 | 2,842,000 | |||
Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Income from operations | 37,433 | 63,406 | 180,137 | 140,663 | |||
Operating Segments [Member] | Wood Products [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Sales | 402,672 | 366,920 | 1,226,146 | 1,042,854 | |||
Income from operations | 13,929 | [1] | 24,027 | 76,532 | [1] | 46,810 | |
Operating Segments [Member] | Building Materials Distribution [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Sales | 1,159,304 | 1,045,646 | 3,365,468 | 2,842,035 | |||
Income from operations | 23,504 | 39,379 | 103,605 | 93,853 | |||
Intersegment Eliminations and Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Sales | [2] | (223,464) | (185,922) | 662,129 | (544,863) | ||
Corporate, Non-Segment [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Income from operations | $ (6,978) | $ (7,308) | $ (23,822) | $ (20,942) | |||
[1] | Wood Products segment operating income for the three and nine months ended September 30, 2018, includes an impairment loss of $10.4 million upon classifying certain Wood Products facilities in Northeast Oregon as held for sale. For additional information, see Note 6, Assets Held For Sale. | ||||||
[2] | Primarily represents intersegment sales from our Wood Products segment to our Building Materials Distribution segment. |
Subsequent Events (Details)
Subsequent Events (Details) - Curtailment of LVL Production at Roxboro, NC Facility [Member] - USD ($) $ in Millions | Nov. 02, 2018 | Dec. 31, 2018 |
Subsequent Event [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Initiation Date | Nov. 2, 2018 | |
Completion Date | Dec. 31, 2018 | |
Curtailment, Expected Cost | $ 60 | |
Scenario, Forecast [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accelerated Depreciation | $ 60 |