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Acquisitions | 6 Months Ended
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Jun. 30, 2015
Business Combinations [Abstract] |
Acquisitions | Acquisitions Gatherco Acquisition On April 1, 2015, we completed the merger with Gatherco, in which Gatherco merged with and into Aspire Energy of Ohio, a newly formed, wholly-owned subsidiary of Chesapeake. As a result of this merger, Aspire Energy of Ohio provides natural gas midstream services through 16 gathering systems and over 2,000 miles of pipelines in Central and Eastern Ohio, including natural gas gathering services and natural gas liquid processing services to over 300 producers, and supplies natural gas to over 6,000 customers in Ohio through the Consumers Gas Cooperative, an independent entity, which Aspire Energy of Ohio manages under an operating agreement. At closing, we issued 592,970 shares of our common stock, valued at $30.2 million based on the closing price of our common stock as reported on the NYSE on April 1, 2015, and in addition, we paid $27.5 million in cash and assumed $1.7 million of existing outstanding debt. We paid off the assumed debt of Gatherco immediately after closing on April 1, 2015. As part of the transaction, we also acquired the cash on hand at closing, which equaled $6.8 million.
(in thousands) |
Chesapeake common stock | $ | 30,164 |
Cash | 27,494 |
Acquired debt | 1,696 |
Aggregate amount paid in the acquisition | 59,354 |
Less: cash acquired | (6,806 | )
Net amount paid in the acquisition | $ | 52,548 |
The merger agreement provides for additional contingent cash consideration to Gatherco's shareholders of up to $15.0 million based on a percentage of revenue generated from potential future gathering opportunities over the next five years. We incurred $1.3 million in transaction costs associated with this merger, $514,000 of which was expensed in the six months ended June 30, 2015. Transactions costs are included in operations expense in the accompanying condensed consolidated statement of income. The revenue and net loss from this acquisition for the three and six months ended June 2015, included in our condensed consolidated statement of income, was $5.2 million and $187,000, respectively. The financial results of Aspire Energy of Ohio are projected to have a minimal impact on our earnings per share in 2015, since the merger was completed after the first quarter. The first quarter includes key winter months, which have historically produced a significant portion of Gatherco's annual earnings. This acquisition is expected to be accretive to our earnings in the first full year of operations, which will include the first quarter of 2016. The preliminary purchase price allocation of the Gatherco acquisition is as follows:
(in thousands) |
Purchase price | $ | 57,658 |
Property plant and equipment | 52,578 |
Cash | 6,806 |
Accounts receivable | 3,629 |
Income taxes receivable | 3,012 |
Other assets | 247 |
Total assets acquired | 66,272 |
Long-term debt | 1,696 |
Deferred income taxes | 13,863 |
Accounts payable | 3,837 |
Other current liabilities | 314 |
Total liabilities assumed | 19,710 |
Net identifiable assets acquired | 46,562 |
Goodwill | $ | 11,096 |
The excess of the purchase price over the estimated fair values of the assets acquired and the liabilities assumed was recognized as goodwill at the acquisition date. The goodwill reflects the value paid primarily for opportunities for growth in a new, strategic geographic area. All of the goodwill from this acquisition was recorded in the Unregulated Energy segment and is not expected to be deductible for income tax purposes. The initial accounting for the Gatherco acquisition is not complete because the valuation necessary to assess the fair values of property, plant and equipment and the related impact on deferred income tax amounts is considered preliminary as we continue to evaluate these assets. The valuation of additional contingent cash consideration and potential environmental remediation costs may be adjusted as additional information becomes available. The purchase price allocation can be modified up to one year from the date of the acquisition, but we will complete the allocation as soon as practicable. Other acquisitions On May 7, 2015, we purchased certain propane distribution assets used to serve 253 customers in Citrus County, Florida for approximately $242,000. In connection with this acquisition, we recorded $186,000 in intangible assets related to a non-compete agreement and the customer list to be amortized over six and 10 years, respectively. The remaining purchase price was allocated to property, plant and equipment and accounts receivable. The revenue and net income from this acquisition that were included in our condensed consolidated statement of income for the three and six months ended June 30, 2015 were not material.

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