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Acquisitions | 3 Months Ended
--- | ---
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisition 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 October 2, 2023, our wholly-owned subsidiary, Boise Cascade Building Materials Distribution, L.L.C. (BMD) completed the acquisition of Brockway-Smith Company (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 Acquisition). The purchase price of the Acquisition was $166.2 million, net of cash acquired, and inclusive of a post-transaction closing adjustment of $3.4 million based upon working capital and indebtedness as defined in the Merger Agreement. We funded the Acquisition and related costs with cash on hand. We have substantially completed our estimates of fair value of assets acquired and liabilities assumed. Our estimates are subject to revisions, which may result in adjustments to the preliminary values discussed below. The purchase price consideration was allocated to the net assets acquired based upon their respective estimated fair values as follows:
|  | Acquisition Date Fair Value
|  | (thousands)
Cash and cash equivalents |  | $ | 4,009 |
Accounts receivable |  | 19,688 |
Inventories |  | 36,000
Other current assets |  | 159
Property and equipment |  | 57,331
Other assets |  | 508
Intangible assets: |  |
Trade name |  | 18,000
Customer relationships |  | 29,000
Goodwill |  | 32,296
Assets acquired |  | 196,991
Accounts payable |  | 2,144 |
Accrued liabilities |  | 4,078 |
Deferred tax liabilities |  | 20,121 |
Other long-term liabilities |  | 478 |
Liabilities assumed |  | 26,821 |
Net assets acquired |  | $ | 170,170 |
Consideration paid, net of cash acquired |  | $ | 166,161 |
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.
| Pro Forma
|  | Three Months Ended March 31
|  | 2023
| (unaudited, thousands)
Sales |  | $ | 1,594,458 |
Net income |  | $ | 101,051 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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