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Vectren Fuels Acquisition
12 Months Ended
Dec. 31, 2014
Vectren Fuels Acquisition [Abstract]  
Vectren Fuels Acquisition

(2)  Vectren Fuels Acquisition 

On August 29, 2014, we consummated the acquisition of all the common stock of Vectren Fuels, Inc. (VFI) for $311 million, which was accounted for as a business acquisition requiring measurement of acquired assets and assumed liabilities at their estimated fair value in applying purchase accountingThe estimated fair values are based on market participant assumptionsThe acquisition was financed through a new debt facility, and the preliminary purchase price allocation and use of proceeds from the new debt facility were as follows (assets not received or liabilities not assumed were retained by the parent company of VFI):

 

 

 

 

 

Assets received:

 

 

 

Accounts receivable

 

$

16,879 

Coal inventory

 

 

21,484 

Parts and supply inventory

 

 

13,180 

Advance royalties

 

 

711 

Prepaid expenses

 

 

701 

Land and mineral rights

 

 

87,293 

Mine development

 

 

37,485 

Buildings and equipment

 

 

152,977 

Total assets received

 

 

330,710 

 

 

 

 

Liabilities assumed:

 

 

 

Accounts payable and accrued liabilities

 

 

12,707 

Asset retirement obligations

 

 

6,550 

Total liabilities assumed

 

 

19,257 

 

 

 

 

Total consideration paid for VFI

 

$

311,453 

 

 

 

 

 

The initial purchase price was $319 million, which was adjusted downward by $8 million in November 2014 due to post closing adjustments.

 

The closing expenses include certain contract termination costs related to the termination of a contract post combination, which was to our benefit.

 

The acquisition generated $95 million of revenue and $19.7 million of pretax income since the August 29, 2014 acquisition date, and these amounts are included in our operations for the year ended December 31, 2014.

 

The following unaudited pro forma information has been prepared for illustrative purposes only and assumes the acquisition occurred on January 1, 2013. The unaudited pro forma results have been prepared based on estimates and assumptions, which we believe are reasonable, however, they are not necessarily indicative of the consolidated results of operations had the acquisition occurred on January 1, 2013, or of future results of operations. VFI deal related costs of $9 million (including $1 million for the write off of deferred financing costs related to the old credit agreement) have been excluded from the pro forma amounts.

 

 

 

 

 

 

 

 

 

 

 

Year Ended

December 31,

 

   

 

2014

 

2013

 

 

 

(In thousands, except per share data)

Total revenues:

  

 

 

 

 

 

As reported

  

$

241,171 

 

$

153,870 

 

Pro forma

  

$

462,000 

 

$

447,500 

 

Net income:

  

 

 

 

 

 

 

As reported

  

$

10,219 

 

$

22,423 

 

Pro forma

  

$

39,068 

 

$

46,503 

 

Basic net income per share:

  

 

 

 

 

 

 

As reported

  

$

0.34 

 

$

0.78 

 

Pro forma

  

$

1.36 

 

$

1.63