Annual report [Section 13 and 15(d), not S-K Item 405]

Acquisition of Kodiak Carbonic

v3.25.4
Acquisition of Kodiak Carbonic
12 Months Ended
Dec. 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 located at the Company’s Columbia ethanol plant. The acquisition has provided the Company further vertical integration and access to new markets in the liquid CO2 market out of its Columbia plant.

 

Alto Carbonic’s unaudited net sales and net income for the year ended December 31, 2025 were $9.2 million and $5.9 million, respectively. Kodiak Carbonic’s historical unaudited net sales and net income were $5.5 million and $1.6 million, respectively, for the year ended December 31, 2024. Kodiak Carbonic’s historical unaudited net sales and net income were $5.1 million and $1.6 million, respectively, for the year ended December 31, 2023.

 

The following table presents the Company’s unaudited pro forma combined financial information assuming the acquisition occurred on January 1, 2023 (dollars in thousands except per share amounts):

 

    Years Ended December 31,  
    2025     2024     2023  
                   
Net sales – pro forma   $ 917,927     $ 970,763     $ 1,228,050  
Net income (loss) attributable to common stockholders – pro forma   $ 12,073     $ (58,284 )   $ (27,405 )
Basic and diluted net income (loss) per share – pro forma   $ 0.16     $ (0.79 )   $ (0.37 )

The supplemental pro forma financial information presented above is for illustrative purposes only, does not include the pro forma adjustments that would be required under Regulation S-X of the Exchange Act for pro forma financial information, is not necessarily indicative of the financial position or results of operations that would have been realized if the Kodiak Carbonic acquisition had been completed on January 1, 2023, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.

 

The 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 year ended December 31, 2025, the Company recorded amortization of these intangibles of $410,000. The Company did not incur any material acquisition costs.