BOISE CASCADE Co
For the period ended Sep 30, 2024. Filed Nov 4, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 4, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
|---|---|---|
| For the quarterly period ended | September 30, 2024 | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to | ||
Commission File Number:001-35805
(Exact name of registrant as specified in its charter)
| Delaware | 20-1496201 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1111 West Jefferson Street Suite 300
Boise, Idaho 83702-5389
(Address of principal executive offices) (Zip Code)
(208)384-6161
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | BCC | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filero Non-accelerated filero Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes☐ Nox
There were 38,404,552 shares of the registrant's common stock, $0.01 par value per share, outstanding on November 1, 2024.
| PART I—FINANCIAL INFORMATION | ||
|---|---|---|
| Item 1. | Financial Statements | 1 |
| Condensed Notes to Unaudited Quarterly Consolidated Financial Statements | 8 | |
| 1. Nature of Operations and Consolidation | 8 | |
| 2. Summary of Significant Accounting Policies | 8 | |
| 3. Income Taxes | 12 | |
| 4. Net Income Per Common Share | 12 | |
| 5. Acquisitions | 13 | |
| 6. Goodwill and Intangible Assets | 14 | |
| 7. Debt | 15 | |
| 8. Leases | 18 | |
| 9. Stock-Based Compensation | 19 | |
| 10. Stockholders' Equity | 21 | |
| 11. Transactions With Related Party | 21 | |
| 12. Segment Information | 22 | |
| 13. Commitments, Legal Proceedings and Contingencies, and Guarantees | 23 | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 24 |
| Understanding Our Financial Information | 24 | |
| Executive Overview | 25 | |
| Factors That Affect Our Operating Results and Trends | 25 | |
| Our Operating Results | 27 | |
| Liquidity and Capital Resources | 31 | |
| Guarantees | 33 | |
| Seasonal Influences | 33 | |
| Employees | 34 | |
| Disclosures of Financial Market Risks | 34 | |
| Environmental | 34 | |
| Critical Accounting Estimates | 34 | |
| New and Recently Adopted Accounting Standards | 34 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 34 |
| Item 4. | Controls and Procedures | 35 |
| PART II—OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 36 |
| Item 1A. | Risk Factors | 36 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 |
| Item 3. | Defaults Upon Senior Securities | 36 |
| Item 4. | Mine Safety Disclosures | 36 |
| Item 5. | Other Information | 37 |
| Item 6. | Exhibits | 37 |
| Signatures | 38 | |
ii
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