Acquisition

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

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.

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 Company (Coastal Plywood), and its plywood manufacturing operations located in Havana, Florida, and Chapman, Alabama for a purchase price of $516.9 million, inclusive of estimated working capital at closing of approximately $27 million, which is subject to post-closing adjustments (the Acquisition). We funded the Acquisition and related costs with cash on hand. Acquisition-related costs of $0.1 million and $1.3 million are recorded in "General and administrative expenses" in our Consolidated Statements of Operations for the three and nine months ended September 30, 2022.

These facilities will provide incremental stress-rated veneer needed to optimize and expand our southeastern U.S. EWP production capacity. In addition, the Havana plywood operation will improve our mix of specialty plywood products and is well positioned geographically to support plywood demand in the southeastern U.S. Sales, including sales to our BMD segment, from these facilities of $43.0 million was reported as part of the Wood Products segment for the third quarter 2022. In addition, the Wood Products segment reported an operating loss of $0.8 million from these facilities for the third quarter 2022, which included $9.4 million of expense related to the sell-through of inventory recorded at fair market value in connection with the Acquisition.

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 the incremental stress-rated veneer and assembled workforce the facilities provide to allow us to expand our EWP capacity and improve our mix of plywood offerings to serve future and existing customers. The facilities are geographically located in an 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 reporting unit and is deductible for U.S. income tax purposes.

The 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 the valuation of fixed assets, working capital, customer relationships, 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 Acquisition:


	Acquisition Date Fair Value
	(thousands)
Accounts receivable	$	18,216
Inventories	22,300
Property and equipment	251,329
Other assets	1,874
Intangible assets:
Trade name	1,200
Customer relationships	156,700
Goodwill	73,974
Assets acquired	525,593

Accounts payable and accrued liabilities	6,134
Other long-term liabilities	2,578
Liabilities assumed	8,712

Net assets acquired	$	516,881

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.


	Pro Forma
	Three Months Ended September 30				Nine Months Ended September 30
	2022		2021		2022		2021
	(unaudited, thousands, except per share data)
Sales	$	2,175,930	$	1,950,267	$	6,989,799	$	6,449,695
Net income (a)	$	229,125	$	100,109	$	809,334	$	638,834

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(a) The pro forma financial information for the three and nine months ended September 30, 2022 was adjusted to exclude $0.1 million and $1.3 million, respectively, of acquisition-related costs for legal, accounting, and other advisory-related services.