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 |
| |
|