Quarterly report [Sections 13 or 15(d)]

Acquisition of Kodiak Carbonic

v3.25.1
Acquisition of Kodiak Carbonic
3 Months Ended
Mar. 31, 2025
Acquisition of Kodiak Carbonic [Abstract]  
ACQUISITION OF KODIAK CARBONIC
2. ACQUISITION OF KODIAK CARBONIC.

 

On January 1, 2025, Alto Carbonic purchased 100% of the equity interests in Kodiak Carbonic, LLC, a beverage-grade liquid CO2 processor, for $7.6 million in cash. Alto Carbonic’s facility is co-located at the Company’s Columbia ethanol plant. The acquisition will provide the Company further vertical integration and access to new markets in the liquid CO2 market out of its Columbia plant.

 

Kodiak Carbonic’s unaudited net sales for the three months ended March 31, 2025 and 2024 were $2.1 million and $1.3 million and its unaudited net income was $1.5 million and $0.4 million, respectively. The following table presents the Company’s unaudited pro forma combined financial information assuming the acquisition occurred on January 1, 2024 (dollars in thousands except per share amounts):

 

    Three Months Ended
March 31,
 
    2025     2024  
             
Revenues – pro forma   $ 226,540     $ 241,954  
Net loss attributable to common stockholders – pro forma   $ (11,991 )   $ (11,560 )
Basic and diluted net loss per share – pro forma   $ (0.16 )   $ (0.16 )

 

The following preliminary allocation of the estimated purchase price assumes, with the exception of property and equipment and intangibles, that carrying values approximate fair value. Estimates of uncollectible accounts receivable are not considered material due to the short-term nature and customer collection history. The preliminary estimate of working capital, property and equipment and intangibles are under review by management and are subject to change. Based upon these assumptions, the preliminary purchase price allocation is as follows (in thousands):

 

Cash and equivalents   $ 290  
Accounts receivable     219  
Inventories     154  
Other assets     16  
Total current assets     679  
         
Property and equipment     3,564  
Total tangible assets   $ 4,243  
         
Current liabilities   $ 360  
Total liabilities   $ 360  
         
Net tangible assets acquired   $ 3,883  
Customer relationships     3,685  
Total Purchase Price   $ 7,568  

For the identifiable intangible assets, the Company has estimated 9 years for useful lives for customer relationships. For the three months ended March 31, 2025, the Company recorded amortization of these intangibles of $102,000. Any changes to the initial estimates of the fair value of the acquired assets and assumed liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill if net assets acquired are less than the purchase price. The Company did not incur any material acquisition costs.