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Acquisition of Kodiak Carbonic | 6 Months Ended
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Jun. 30, 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 June 30, 2025 and 2024 were $2.4 million and $1.4 million and its unaudited net income was $1.5 million and $0.5 million, respectively. Kodiak Carbonic’s unaudited net sales for the six months ended June 30, 2025 and 2024 were $4.5 million and $2.7 million and its unaudited net income was $3.0 million and $0.9 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 June 30, |
|  | 2025 |  |  | 2024 |
Revenues – pro forma |  | $ | 218,436 |  |  | $ | 237,889 |
Net loss attributable to common stockholders – pro forma |  | $ | (11,312 | ) |  | $ | (2,852 | )
Basic and diluted net loss per share – pro forma |  | $ | (0.15 | ) |  | $ | (0.04 | )
|  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Revenues – pro forma |  | $ | 444,976 |  |  | $ | 479,843 |
Net loss attributable to common stockholders – pro forma |  | $ | (23,303 | ) |  | $ | (14,414 | )
Basic and diluted net loss per share – pro forma |  | $ | (0.31 | ) |  | $ | (0.20 | )
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 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 liabiltiies |  | $ | 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 and six months ended June 30, 2025, the Company recorded amortization of these intangibles of $102,000 and $204,000, respectively. 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.

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- Definition The entire disclosure for asset acquisition. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Section 15 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480123/805-50-15-3 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805-50/tableOfContent + Details
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