Quarterly report [Sections 13 or 15(d)]

Acquisition

v3.26.1
Acquisition
 3 Months Ended
Mar. 31, 2026
Business Combination [Abstract]  
Acquisition
8. Acquisition:
On May 6, 2025 (the “Closing Date”), the Company completed its acquisition of the sulfuric acid production assets of Cornerstone Chemical Company LLC (“Cornerstone”) located in Waggaman, Louisiana. As part of an asset purchase agreement (the “Acquisition”), the Company paid $41,480 in cash, consisting of the $35,000 purchase price plus $6,480 of adjustments for working capital, pursuant to the agreement. The sulfuric acid production assets will be used to increase capacity of virgin sulfuric acid and regenerated sulfuric acid to current and future customers.
The following table sets forth the calculation and final allocation of the purchase price to the identifiable net assets acquired with respect to the Acquisition:
Purchase
Price Allocation
Cash paid $ 41,480 
Recognized amounts of identifiable assets acquired:
Accounts receivable $ 9,991 
Inventories 3,259 
Property, plant and equipment 25,000 
Other intangible assets 2,380 
Other long-term assets 695 
Fair value of identifiable assets acquired 41,325 
Goodwill 155 
Total assets acquired $ 41,480 
 
In accordance with the requirements of the purchase method of accounting for acquisitions, accounts receivable and inventories were recorded at fair market value. As of the Closing Date, the fair value of accounts receivable approximated historical cost. The gross contractual amount of accounts receivable at the Closing Date was $9,991, of which there was no amount deemed uncollectible. Fair value of inventory is defined as estimated selling prices less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity.
Prior to the acquisition, the Company had a preexisting relationship with Cornerstone. The Company had a net payable for a sulfuric acid exchange balance that was settled in the amount of $450. As part of the acquisition terms, the payable was settled at cost, which was recorded separate from the business combination.
The valuation of intangibles assets acquired and the related weighted-average amortization period are as follows:
Amount Weighted-Average
Expected Useful Life
(in years)
Intangible assets subject to amortization:
Customer relationships $ 2,380  15
Acquisition and integration costs were $264 and $806 for the three months ended March 31, 2026 and 2025, respectively, and are included in other operating expense, net in the Company’s condensed consolidated statements of income (loss).
The Company entered into an agreement with Cornerstone to lease the land where the acquired assets are located for a 7-year term plus renewal options. Additionally, Cornerstone will charge the Company for site services and utilities for the location.