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Business Acquisition | 3 Months Ended
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Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Business Acquisitions | Business Acquisition On November 1, 2024, the Company entered into a definitive purchase agreement for a 65% ownership interest in Skyland Grain LLC ("Skyland") for $85.0 million, subject to customary working capital adjustments. Skyland operates grain storage and handling facilities in Kansas, Colorado, Oklahoma, and Texas. It also operates three cotton gins, a full-service agronomy sales and service division, and a retail and wholesale fuel sales and delivery division. The purchase was completed on November 1, 2024, and funded by cash on hand. The transaction enables the Company to expand its core grain and fertilizer businesses across strategic markets, including Kansas, Oklahoma, Colorado, and Texas. The Company's 65% ownership of Skyland's equity resulted in the consolidation of Skyland’s results in the Company's Consolidated Financial Statements in the Agribusiness segment. The purchase price allocation is preliminary. The Company is currently in the process of completing the purchase price allocation associated with the Skyland business combination and as a result, the provisional measurements of the assets and liabilities acquired are subject to change. During the measurement period, management will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. There were no material measurement period adjustments recognized for the three months ended March 31, 2025. A summary of the preliminary purchase price consideration and preliminary purchase price allocation as of March 31, 2025, is as follows:
(in thousands) |
Cash consideration paid | $ | 85,000 |
Total purchase price consideration | 85,000 |
Cash and cash equivalents | $ | 65,388 |
Accounts receivable | 47,963 |
Notes receivable | 2,868 |
Inventories | 220,547 |
Other current assets | 21,396 |
Right of use assets | 19,250 |
Other assets, net | 1,334 |
Investments | 12,932 |
Property, plant and equipment, net | 131,498 |
| 523,176 |
Trade and other payables | 74,528 |
Short-term debt | 218,989 |
Current maturities of long-term debt | 11,247 |
Accrued expense and other current liabilities | 14,099 |
Other liabilities | 14,992 |
Long-term debt | 58,552 |
| 392,407 |
Noncontrolling interest | 45,769 |
Net assets acquired | $ | 85,000 |
The fair value in the opening balance sheet of the 35% noncontrolling interest in Skyland was estimated to be $45.8 million. The fair value was estimated based on 35% of the total equity value of Skyland based on the transaction price for the 65% stake in Skyland, considering the consideration transferred noted above. Acquisition costs of $2.4 million were all incurred in the fourth quarter of 2024 and recorded in Operating, general and administrative expenses in the Statements of Operations. If the Skyland acquisition was effective January 1, 2024, the Company's pro forma net sales and net income for the three months ended March 31, 2024 were $2,926.8 million and $17.1 million, respectively. Pro forma net income was also adjusted to account for the tax effects of the pro forma adjustments noted above using a blended federal, state, and local tax rate of 25%. Pro forma financial information is not necessarily indicative of the Company's actual results of operations if the acquisition had been completed at the date indicated, nor is it necessarily an indication of future operating results. Amounts do not include any operating efficiencies or cost savings that the Company believes are achievable.

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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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