Acquisitions

On March 31, 2016, our wholly owned subsidiary, Boise Cascade Wood Products, L.L.C., completed the acquisition of Georgia-Pacific LLC's and certain of its affiliates' (collectively, "GP") engineered wood products facilities located in Thorsby, Alabama, and Roxboro, North Carolina, for an aggregate purchase price of $215.9 million, including a post-closing adjustment of $0.3 million based upon a working capital target (the Acquisition). We funded the Acquisition and related costs with cash on hand, a new $75.0 million term loan, and a $55.0 million draw under our revolving credit facility. Acquisition-related costs of $3.5 million are recorded in "General and administrative expenses" in our Consolidated Statements of Operations for the six months ended June 30, 2016. For additional information on the new term loan and draw under our revolving credit facility, see Note 7, Debt.

These facilities complement our existing EWP business and position us to support customers as the U.S. housing recovery continues in the years ahead. The additional EWP capacity will also help us cost effectively deliver products to our customers in the eastern and southeastern United States. Sales, including sales to our Building Materials Distribution segment, and income from operations (excluding sales and marketing costs) from these facilities of $23.4 million and $1.5 million, respectively, were reported as part of the Wood Products segment for second quarter 2016.

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 additional capacity and an assembled workforce in key product lines to serve future and existing customers. The facilities are geographically located in a high growth housing area that allows us to optimize our mill system and realize freight and other cost synergies. All of the goodwill was assigned to the Wood Products segment and is deductible for U.S. income tax purposes.

The following table summarizes the final 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 Acquisition:



	Acquisition Date Fair Value
	(thousands)
Accounts receivable	$	10,467
Inventories	17,837
Property and equipment	149,135
Other assets	619
Intangible assets:
Customer relationships	6,000
Goodwill	33,610
Assets acquired	217,668

Accrued liabilities	1,768
Liabilities assumed	1,768

Net assets acquired	$	215,900

Pro Forma Financial Information

The following pro forma financial information presents the combined results of operations as if the two GP engineered wood products facilities had been combined with us on January 1, 2015. The pro forma financial information also gives effect to the issuance of a $75.0 million term loan due March 30, 2026 and a $55.0 million draw under our revolving credit facility to partially finance the Acquisition, as if such transactions had occurred on January 1, 2015. 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 transactions in fact occurred on January 1, 2015. They also do not reflect any revenue enhancements or cost savings, operating synergies, customer attrition, or incremental depreciation upon the restart of laminated veneer lumber assets at Roxboro.



	Pro Forma
	Three Months Ended June 30		Six Months Ended June 30
	2015		2016		2015
	(unaudited, thousands, except per-share data)
Sales	$	978,674	$	1,951,662	$	1,806,857
Net income (a)	$	20,710	$	27,281	$	27,899
Net income per common share - Basic	$	0.52	$	0.70	$	0.71
Net income per common share - Diluted	$	0.52	$	0.70	$	0.70

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(a)	The pro forma financial information for the six months ended June 30, 2016, was adjusted to exclude $3.5 million of pre-tax acquisition-related costs for legal, accounting, and other advisory-related services.