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Business Combination
9 Months Ended
Sep. 30, 2012
Business Combination [Abstract]  
Business Combination

Note 3: Business Combination

On May 8, 2012, the Company acquired all of the outstanding equity interests of the Propel Entities (the “Propel Acquisition”) for $186.8 million in cash. The Propel Acquisition is being accounted for using the acquisition method of accounting and, accordingly, the tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values as of the date of the acquisition.

The Company has completed an independent valuation study and determined the fair value of the assets acquired and the liabilities assumed from the Propel Entities. Fair value measurements have been applied based on assumptions that market participants would use in the pricing of the respective assets and liabilities.

The components of the purchase price allocation for the Propel Entities are as follows (in thousands):

 

         

Purchase price:

       

Cash paid at acquisition

  $ 186,814  

Purchase price adjustment

    741  
   

 

 

 

Total purchase price

  $ 187,555  
   

 

 

 

Allocation of purchase price:

       

Cash

  $ 824  

Accounts receivable

    1,049  

Interest receivable

    3,679  

Property tax payment agreements receivable

    132,978  

Fixed assets

    461  

Other assets

    860  

Liabilities assumed

    (2,265

Identifiable intangible assets

    570  

Goodwill

    49,399  
   

 

 

 

Total net assets acquired

  $ 187,555  
   

 

 

 

The following summary presents unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2012 and 2011 as if the Propel Acquisition had occurred on January 1, 2012 and 2011, respectively. The following unaudited pro forma financial information does not necessarily reflect the actual results that would have occurred had the Company and the Propel Entities been combined during the periods presented, nor is it necessarily indicative of the future results of operations of the combined companies (in thousands):

 

                                 
    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2012     2011     2012     2011  

Consolidated pro forma revenue

  $ 144,792     $ 120,189     $ 418,767     $ 344,466  

Consolidated pro forma income from continuing operations

    21,308       16,336       62,016       45,462