BOISE CASCADE Co

6. Acquisitions

We account for acquisition transactions in accordance with ASC 805, Business Combinations. Accordingly, the results of operations of the acquiree are included in our consolidated financial statements from the acquisition date. The consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with any excess recorded as goodwill. Transaction-related costs are expensed in the period the costs are incurred. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill.

Brockway-Smith Company (BROSCO) Acquisition

On October 2, 2023, our wholly-owned subsidiary, Boise Cascade Building Materials Distribution, L.L.C. (BMD) completed the previously announced acquisition of BROSCO, a wholesale distributor specializing in doors and millwork, pursuant to the Agreement and Plan of Merger, dated August 22, 2023 (Merger Agreement), by and among BMD, Firepit Merger Sub, Inc., a wholly-owned subsidiary of BMD (the Merger Sub), BROSCO and the representative of the BROSCO stockholders. On the terms and subject to the conditions set forth in the Merger Agreement, on October 2, 2023, Merger Sub merged with and into BROSCO, with BROSCO surviving the merger as a wholly-owned subsidiary of BMD (the BROSCO Acquisition). The purchase price of the BROSCO Acquisition was $162.8 million, net of cash acquired, and inclusive of estimated working capital at closing of approximately $51 million, which is subject to post-closing adjustments. We funded the BROSCO Acquisition and related costs with cash on hand. Acquisition-related costs of $5.1 million are recorded in "General and administrative expenses" in our Consolidated Statements of Operations for the year ended December 31, 2023.

The facilities acquired in the BROSCO Acquisition expanded our door and millwork business into the Northeast U.S. markets and enhance BMD's general line product mix. Sales and operating income of $43.3 million and $2.3 million, respectively, were reported for these facilities as part of the BMD segment for the year ended December 31, 2023.

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 primary qualitative factor that contributed to the recognition of goodwill relates to expected future market synergies and opportunities in distribution of doors and millwork products, as well as the assembled workforce. All of the goodwill was assigned to the BMD reporting unit, and approximately $20.1 million of the $32.3 million of goodwill will not be tax deductible. The remaining goodwill balance is deductible for U.S. income tax purposes.

The BROSCO Acquisition purchase price allocations are preliminary and subject to post-closing adjustments. Our estimates and assumptions are subject to change as more information becomes available. The primary areas of the purchase price allocation that are not yet finalized relate to working capital adjustments, income taxes and other tax-related adjustments, accrued liabilities, and residual goodwill. The following table summarizes the allocations of the purchase price to the assets acquired and liabilities assumed, based on our current estimates of the fair value at the date of the BROSCO Acquisition:

Pro Forma Financial Information

The following pro forma financial information presents the combined results of operations as if the BROSCO facilities had been combined with us on January 1, 2022. The pro forma results are intended for information purposes only and do not purport to represent what the combined companies' results of operations would actually have been had the related transaction in fact occurred on January 1, 2022. They also do not reflect any cost savings, operating synergies, or revenue enhancements that we may achieve or the costs necessary to achieve these cost savings, operating synergies, revenue enhancements, or integration efforts.

(a) The pro forma financial information for the year ended December 31, 2023 was adjusted to exclude $5.1 million of pre-tax acquisition-related costs for legal, accounting, and other advisory-related services.

Coastal Plywood Acquisition

On July 25, 2022, our wholly-owned subsidiary, Boise Cascade Wood Products, L.L.C., completed the acquisition of 100% of the equity interest in Coastal Plywood and its plywood manufacturing operations located in Havana, Florida, and Chapman, Alabama for a purchase price of $515.2 million, including a post-closing adjustment of $1.6 million based upon a working capital target (the Coastal Plywood Acquisition). We funded the Coastal Plywood Acquisition and related costs with cash on hand. Acquisition-related costs of $1.3 million are recorded in "General and administrative expenses" in our Consolidated Statements of Operations for the year ended December 31, 2022.

We finalized the purchase price accounting as of March 31, 2023. 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 date of the Coastal Plywood Acquisition:

Pro Forma Financial Information

The following pro forma financial information presents the combined results of operations as if the two Coastal Plywood facilities had been combined with us on January 1, 2021. The pro forma results are intended for information purposes only and do not purport to represent what the combined companies' results of operations would actually have been had the related transaction in fact occurred on January 1, 2021. They also do not reflect any cost savings, operating synergies, or revenue enhancements that we may achieve or the costs necessary to achieve these cost savings, operating synergies, revenue enhancements, or integration efforts.

(a) The pro forma financial information for the year ended December 31, 2022 was adjusted to exclude$1.3 million of pre-tax acquisition-related costs for legal, accounting, and other advisory-related services.