Boise Cascade(BCC) - 2023 Q4 - Annual Report

Part I Business Boise Cascade is a leading North American producer of engineered wood products and a major U.S. building materials distributor, leveraging an integrated model and strategic growth initiatives - Boise Cascade is one of the largest producers of engineered wood products (EWP) and plywood in North America and a leading U.S. wholesale distributor of building products[12] - The company operates through two highly integrated, reportable segments: Wood Products (manufacturing) and Building Materials Distribution (BMD) BMD is the largest customer of the Wood Products segment[16] - Key business strategies include increasing earnings and stability by growing EWP sales, expanding distribution capabilities through acquisitions (like BROSCO in 2023) and organic projects, leveraging its integrated model, and accelerating innovation and digital technology[20][21][31] 2023 Sales by Segment | Segment | Sales (in millions) | | :--- | :--- | | Wood Products | $1,932.6 | | Building Materials Distribution | $6,178.7 | Segment Overview - The Wood Products segment manufactures EWP (LVL, I-joists, laminated beams), plywood, and lumber The Building Materials Distribution (BMD) segment operates a nationwide network distributing commodities, general line items, and EWP, with substantially all EWP sourced from the Wood Products segment[16] - The company's products are primarily used in new residential construction, repair-and-remodeling, and light commercial construction Demand is driven by factors like housing starts, interest rates, and GDP growth[17] Our Business Strategies - The company aims to increase earnings and stability by growing EWP sales to divert veneer from the more volatile plywood market The 2022 acquisition of Coastal Plywood supports this EWP growth strategy[20] - BMD's growth strategy involves expanding product lines (e.g., doors and millwork via the 2023 BROSCO acquisition), market penetration through acquisitions, and organic expansion projects in Florida, Ohio, Oregon, California, Texas, and South Carolina[21] - The integrated model is a key advantage, with Wood Products' sales of EWP and plywood to BMD increasing from 2019 to 2023, capturing margin at both supply chain levels[31] - Innovation efforts include developing new products for commercial construction, using AI for safety analysis, leveraging business intelligence software in BMD, and investing in robotics for the door and millwork business[33][34] Segment Detail Wood Products Segment Financials (in millions) | Year | Segment Sales | Segment Income | Segment EBITDA | | :--- | :--- | :--- | :--- | | 2023 | $1,932.6 | $337.1 | $435.8 | | 2022 | $2,115.9 | $575.2 | $648.5 | | 2021 | $1,970.8 | $531.2 | $586.5 | Building Materials Distribution Segment Financials (in millions) | Year | Segment Sales | Segment Income | Segment EBITDA | | :--- | :--- | :--- | :--- | | 2023 | $6,178.7 | $335.8 | $368.2 | | 2022 | $7,643.6 | $627.1 | $654.1 | | 2021 | $7,174.3 | $481.1 | $505.1 | BMD Sales Mix by Product (2023) | Product Line | Percentage of Sales | | :--- | :--- | | Commodity | 37.8% | | General line | 39.5% | | Engineered wood products | 22.7% | - The BMD segment operates a nationwide network of 40 distribution facilities In 2023, it expanded its door and millwork business into the Northeast U.S. through the acquisition of BROSCO[54] Human Capital Management - The company employs approximately 7,300 people and emphasizes a core value of safety, focusing on leading indicators to prevent incidents[65] - A new integrated Human Capital Management (HCM) system was launched in October 2022 to improve automation and efficiency of HR processes, with additional modules for learning management and compensation rolled out in 2023[68] Executive Officers and Key Management - Nate Jorgensen serves as the Chief Executive Officer, appointed in March 2020[76][77] - Kelly Hibbs is the Senior Vice President, Chief Financial Officer, and Treasurer, appointed in May 2021[76][78] - Several key executives announced retirements effective in 2024, including Mike Brown (EVP, Wood Products), Tom Hoffmann (SVP of Purchasing, BMD), and Erin Nuxoll (SVP, Human Resources) Successors have been named[76][78][81] Risk Factors The company faces significant risks from industry cyclicality, commodity price volatility, operational disruptions, customer concentration, and regulatory compliance - A portion of the company's products are commodities (OSB, plywood, lumber) with prices subject to high volatility based on supply and demand, which can significantly impact profitability[88][89] - Demand is strongly correlated with new residential construction, which is historically volatile and influenced by interest rates, housing affordability, and other economic factors[91] - Cybersecurity risks, including data breaches and operational disruptions from system failures, could adversely affect business operations and result in lost sales[98][99] - Financial risks include a high concentration of sales with a small number of customers; in 2023, the top ten customers represented 47% of sales, with one customer accounting for 12%[122] Unresolved Staff Comments The company reports no unresolved comments from the Securities and Exchange Commission (SEC) staff - The company has no unresolved comments from the SEC staff[150] Cybersecurity Cybersecurity risk management is overseen by the Audit Committee, led by the IT Director using the COBIT framework, with no material threats identified in 2023 - The Audit Committee of the board of directors is responsible for overseeing cybersecurity risks, receiving quarterly updates from the IT Director[152][153] - The company's cybersecurity risk management program is led by the IT Director and utilizes the COBIT framework, preventative controls like two-factor authentication, and mandatory employee training[155][156] - An established cross-functional IT incident response team and a data breach response plan are in place to manage and communicate potential incidents effectively[160][161] - In 2023, the company did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect its business strategy, results of operations, or financial condition[154] Properties The company owns all Wood Products manufacturing facilities and operates 40 BMD distribution facilities, totaling 6.1 million square feet Wood Products Manufacturing Facilities | Facility Type | Number of Facilities | | :--- | :--- | | Plywood and veneer plants | 11 | | LVL/I-joist/laminated beam plants | 5 | | Sawmills | 2 | - The BMD segment operates 40 distribution facilities across the U.S., with total warehouse space of 6.1 million square feet (3.2 million owned, 2.9 million leased)[167] Legal Proceedings The company is involved in ordinary course legal proceedings, none expected to have a material adverse effect on its financial position - The company is party to legal proceedings in the ordinary course of business but does not expect any to have a material adverse effect[168] Mine Safety Disclosures This item is not applicable to the company - Not applicable[170] Part II Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Boise Cascade's common stock trades on the NYSE (BCC), with an active dividend policy and a share repurchase program in place - The company's common stock is traded on the New York Stock Exchange (NYSE) under the symbol BCC[170] - A share repurchase program is active, with 1,921,311 shares available for repurchase as of December 31, 2023[177] Q4 2023 Share Repurchases | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Oct 2023 | 0 | N/A | | Nov 2023 | 50,000 | $97.75 | | Dec 2023 | 0 | N/A | | Total Q4 | 50,000 | $97.75 | [RESERVED]](index=44&type=section&id=Item%206.%20%5BRESERVED%5D) This item is reserved and contains no information Management's Discussion and Analysis of Financial Condition and Results of Operations Income from operations significantly decreased in 2023 due to lower sales prices and volumes across segments, despite a strong year-end liquidity position Key Financial Results (in millions) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Sales | $6,838.2 | $8,387.3 | | Income from Operations | $624.4 | $1,157.8 | | Net Income | $483.7 | $857.7 | - The decrease in 2023 income was primarily due to lower sales prices for plywood and EWP in the Wood Products segment, and lower gross margins and sales volumes in the BMD segment[185] - On October 2, 2023, the company acquired Brockway-Smith Company (BROSCO), a wholesale distributor of doors and millwork, for a purchase price of $162.8 million, funded with cash on hand[186][187] - The company ended 2023 with a strong liquidity position, including $949.6 million in cash and cash equivalents and $395.9 million of unused committed bank line availability[188][222] Our Operating Results - Total sales decreased 18% to $6.84 billion in 2023, driven by lower sales prices and volumes, influenced by a 9% decrease in U.S. housing starts and significant declines in composite lumber (-47%) and panel (-32%) prices[210] - Wood Products sales decreased 9% to $1.93 billion, primarily due to a 29% drop in plywood sales prices, with EWP sales prices and volumes also declining[211] - BMD sales decreased 19% to $6.18 billion, driven by a 16% decrease in sales prices and a 3% decrease in sales volumes, with commodity sales seeing the largest decline at 32%[212] - Income from operations fell to $624.4 million in 2023 from $1,157.8 million in 2022, with Wood Products segment income decreasing by $238.1 million and BMD segment income decreasing by $291.3 million[217][218] Liquidity and Capital Resources Cash Flow Summary (in millions) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operations | $687.5 | $1,041.2 | | Net cash used for investment | ($375.6) | ($625.5) | | Net cash used for financing | ($360.7) | ($166.3) | - Cash from operations decreased by $353.8 million in 2023 primarily due to lower segment income[227] - Major uses of cash for investment in 2023 included $215.4 million for capital expenditures and $162.8 million for the BROSCO acquisition[230] - Financing activities in 2023 used $360.7 million, primarily for $346.5 million in common stock dividend payments[233] - The company anticipates capital expenditures of approximately $250 million to $270 million in 2024, excluding potential acquisitions[231] Critical Accounting Estimates - EWP rebates and allowances are a critical estimate, requiring forecasting sales through the supply chain to homebuilders, with accrued EWP rebates payable at $63.0 million at year-end 2023[273] - The company reviews long-lived assets for impairment when a triggering event occurs, requiring significant judgment in estimating future undiscounted cash flows, with no triggering event identified in 2023[274] Quantitative and Qualitative Disclosures About Market Risk The company faces market risks from commodity price volatility and interest rate changes, with foreign currency risk not considered significant - The company faces significant commodity price risk as prices for its products (plywood, lumber) and inputs (logs, OSB) are volatile and determined by market supply and demand[247] - Interest rate risk on the $50.0 million variable-rate ABL Term Loan is mitigated by an interest rate swap agreement, which fixes the interest rate on the debt exposure until its expiration in June 2025[248][249] Financial Statements and Supplementary Data This section presents the audited consolidated financial statements and notes, with KPMG LLP providing an unqualified opinion and identifying EWP rebates as a critical audit matter Consolidated Statement of Operations Highlights (in thousands) | Line Item | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Sales | $6,838,245 | $8,387,307 | $7,926,111 | | Income from operations | $624,386 | $1,157,849 | $971,803 | | Net income | $483,656 | $857,658 | $712,486 | | Diluted EPS | $12.12 | $21.56 | $17.97 | Consolidated Balance Sheet Highlights (in thousands) | Line Item | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Current Assets | $2,056,814 | $2,064,052 | | Total Assets | $3,458,646 | $3,240,514 | | Total Current Liabilities | $594,116 | $545,828 | | Long-term Debt | $445,280 | $444,392 | | Total Stockholders' Equity | $2,195,664 | $2,057,975 | - The independent auditor, KPMG LLP, issued an unqualified opinion on the financial statements and internal controls, but identified the estimation of EWP customer rebates payable as a critical audit matter due to the high degree of subjective judgment required[444][448][450] Changes In and Disagreements With Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants regarding accounting principles or financial disclosure - None[462] Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, excluding the BROSCO acquisition - The CEO and CFO concluded that as of December 31, 2023, the company's disclosure controls and procedures were effective[463] - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023[466] - The assessment of internal controls excluded the BROSCO acquisition completed on October 2, 2023, as permitted by SEC guidance[467] Other Information No directors or officers adopted, terminated, or modified Rule 10b5-1 trading arrangements during Q4 2023 - No directors or officers adopted, terminated, or modified a Rule 10b5-1 trading arrangement during the fourth quarter of 2023[470] Holding Foreign Companies Accountable Act Disclosures This item is not applicable to the company - Not applicable[471] Part III Directors, Executive Officers, and Corporate Governance Information on executive officers, directors, and corporate governance is incorporated by reference from the 2024 Proxy Statement - Information regarding directors and corporate governance is incorporated by reference from the company's 2024 Proxy Statement[474] Executive Compensation Information regarding executive and director compensation is incorporated by reference from the 2024 Proxy Statement - Information regarding executive compensation is incorporated by reference from the company's 2024 Proxy Statement[475] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership by beneficial owners and management is incorporated by reference from the 2024 Proxy Statement - Information regarding security ownership is incorporated by reference from the company's 2024 Proxy Statement[476] Certain Relationships and Related Transactions, and Director Independence Information on related-person transactions and director independence is incorporated by reference from the 2024 Proxy Statement - Information regarding related transactions and director independence is incorporated by reference from the company's 2024 Proxy Statement[477] Principal Accountant Fees and Services Information regarding fees paid to KPMG LLP is incorporated by reference from the 'Audit Committee Report' section of the 2024 Proxy Statement - Information regarding principal accountant fees and services is incorporated by reference from the company's 2024 Proxy Statement[478] Part IV Exhibits and Financial Statement Schedules This section lists filed documents, including Consolidated Financial Statements, and provides an index to all exhibits, noting omitted schedules - This section contains the list of financial statements filed, notes the omission of financial statement schedules, and provides an index to exhibits[480][481]