Business Combinations, Asset Acquisitions, and Joint Venture Formation

6 Months Ended

Feb. 28, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Note 15 Acquisition

On January 2, 2025, we completed our acquisition of West Central Ag Services ("WCAS"), a cooperative based in Ulen, Minnesota, that offers grain and agronomy services at locations in west-central Minnesota. The cash purchase price is estimated to be $321.6 million, which includes $107.3 million estimated for working capital that will be finalized later in the fiscal year. Prior to completing this acquisition, we also held a 50% ownership interest in Central Plains Ag Services ("CPAS"), a joint venture between CHS and WCAS that operates in eastern North Dakota and is now a wholly owned subsidiary of CHS.

By acquiring WCAS and the remaining 50% ownership of CPAS, we were able to expand our grain and agronomy platforms in west-central Minnesota and eastern North Dakota, as well as add value for our owners.

The acquisition-date fair value of the previous equity interest in CPAS was $18.8 million and is included in the measurement of consideration transferred. Preliminary allocation of the estimated purchase price for this transaction includes $60.5 million for goodwill, which is nondeductible for tax purposes, and $46.5 million for definite-lived intangible assets. As this acquisition is not considered to have a material impact on our financial statements, pro forma results of operations are not presented. The acquisition resulted in fair value measurements that are not on a recurring basis and did not have a material impact on our consolidated results of operations. Purchase accounting has not been finalized and preliminary fair values assigned to the net assets acquired are as follows:


	(Dollars in thousands)
Cash	$	85,105
Other current assets	351,184
Property, plant and equipment	138,976
Goodwill	60,538
Other intangible assets	46,500
Other noncurrent assets	7,934
Current liabilities	(314,802)
Noncurrent liabilities	(34,971)
Total net assets acquired	$	340,464

Operating results for WCAS are included in our Consolidated Statements of Operations from the day of the acquisition on January 2, 2025, through February 28, 2025, including revenues and loss before income taxes of $23.3 million and $2.8 million, respectively.