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Business Combination (Tables)
6 Months Ended
Jun. 30, 2012
Business Combination  
Summary of the purchase price as of the date of acquisition

The following is a summary of the purchase price as of the date of acquisition (in thousands, except units):

 

Number of common units issued

 

5,850,000

 

 

 

Price per common unit on March 1, 2012, date of acquisition

 

$

22.31

 

 

 

Total fair value of common units issued

 

 

 

$

130,513

 

Cash consideration

 

 

 

181,898

 

Total purchase price

 

 

 

$

312,411

 

 

Schedule of preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition

The following table presents the preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

 

Assets purchased:

 

 

 

Accounts receivable

 

$

18,801

 

Inventory

 

11,421

 

Prepaid expenses

 

3,235

 

Property and equipment

 

296,218

 

Intangibles

 

35,000

 

Other non-current assets

 

4,861

 

Total identifiable assets purchased

 

369,536

 

Liabilities assumed:

 

 

 

Accounts payable

 

(36,975

)

Assumption of environmental liabilities

 

(22,000

)

Trustee taxes payable

 

(9,969

)

Accrued expenses

 

(2,211

)

Other non-current liabilities

 

(5,629

)

Total liabilities assumed

 

(76,784

)

Net identifiable assets acquired

 

292,752

 

Goodwill

 

19,659

 

Net assets acquired

 

$

312,411

 

 

Schedule of changes in goodwill

 

 

Goodwill – March 31, 2012

 

$

 

Decrease in fair value of property and equipment

 

24,659

 

Increase in fair value of intangibles

 

(5,000

)

Goodwill – June 30, 2012

 

$

19,659

 

 

Schedule of estimated remaining amortization expense for intangible assets acquired in connection with the acquisition for each of the five succeeding years and thereafter

The estimated remaining amortization expense for intangible assets acquired in connection with the acquisition for each of the five succeeding years and thereafter is as follows (in thousands):

 

2012 (7/1/12 – 12/31/12)

 

$

2,518

2013

 

5,036

2014

 

5,036

2015

 

5,036

2016

 

5,036

Thereafter

 

10,910

Total

 

$

33,572

 

Schedule of supplemental pro-forma information

The following unaudited pro-forma information presents the consolidated results of operations of the Partnership as if the Alliance acquisition occurred at the beginning of each period presented, with pro-forma adjustments to give effect to intercompany sales and certain other adjustments (in thousands):

 

 

Three Months
Ended
June 30,

 

Six Months Ended
June 30,

 

 

2011

 

2012

 

2011

Sales

 

$

3,839,898

 

$

8,125,800

 

$

7,751,080

Net income

 

$

4,615

 

$

9,310

 

$

12,596

Net income per limited partner unit, basic

 

$

0.16

 

$

0.33

 

$

0.45

Net income per limited partner unit, diluted

 

$

0.16

 

$

0.32

 

$

0.45