XML 50 R25.htm IDEA: XBRL DOCUMENT
v3.22.2

Acquisitions (Tables) | 6 Months Ended
--- | ---
Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Schedule of Business Acquisitions, by Acquisition | The table below presents the estimated purchase price (in thousands):
Base purchase price: | $ | 624,700 |
Less: closing net working capital (as defined in the 3 Bear Purchase Agreement) (1) | (250) |
Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement) (1) | (80,408) |
Cash paid for the adjusted purchase price | 544,042 |
Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement) | 80,408 |
Preliminary purchase price | $ | 624,450 |
(1) These amounts are based upon estimates at closing, but are subject to a subsequent review and revision period pursuant to the 3 Bear Purchase Agreement at which time final settlements for these components will be determined. Such subsequent adjustments may result in changes to the preliminary purchase price.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the 3 Bear Acquisition as of June 1, 2022 (in thousands):
Assets acquired: |  |
Cash and cash equivalents |  | $ | 2,678 |
Accounts receivables, net |  | 28,859 |
Inventories |  | 1,831 |
Other current assets |  | 986 |
Property, plant and equipment |  | 382,800 |
Operating lease right-of-use assets |  | 7,427 |
Goodwill |  | 10,615 |
Customer relationship intangible, net (1) |  | 210,000 |
Rights-of-way (1) |  | 13,640 |
Other non-current assets |  | 500
Total assets acquired |  | 659,336 |
Liabilities assumed: |  |
Accounts payable |  | 8,020 |
Accrued expenses and other current liabilities |  | 22,145 |
Current portion of operating lease liabilities |  | 1,029 |
Asset retirement obligations |  | 2,261 |
Operating lease liabilities, net of current portion |  | 1,431 |
Total liabilities assumed |  | 34,886 |
Fair value of net assets acquired |  | $ | 624,450 |
(1)The acquired intangible assets amount includes the following identified intangibles: •Customer relationship intangible that is subject to amortization with a preliminary fair value of $210.0 million, which will be amortized over an 11.6-year useful life. We recognized amortization expense for the three and six months ended June 30, 2022 of $1.5 million. The estimated amortization is $18.0 million for each of the five succeeding fiscal years. •Rights-of-way intangible valued at $13.6 million, which has an indefinite life.
Business Acquisition, Pro Forma Information | The following table summarizes the unaudited pro forma financial information of the Partnership assuming the 3 Bear Acquisition had occurred on January 1, 2021. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to the 3 Bear Acquisition based on available information and certain assumptions that management believes are factually supportable. The most significant pro forma adjustments relate to (i) incremental interest expense and amortization of deferred financing costs associated with revolving credit facility borrowings incurred in connection with the 3 Bear Acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangibles, (iv) accounting policy alignment and (v) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of the 3 Bear Acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the 3 Bear Acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information.
|  | Three Months Ended June 30, |  | Six Months Ended June 30,
(in thousands, except per unit data) |  | 2022 |  | 2021 |  | 2022 |  | 2021
Net sales |  | 314,909 |  |  | 199,199 |  |  | 571,849 |  |  | 383,026 |
Net income attributable to partners |  | 38,396 |  |  | 37,290 |  |  | 72,613 |  |  | 55,305 |
Net income per limited partner unit: |  |  |  |  |  |  |  |
Basic income per unit |  | 0.88 |  |  | 0.86 |  |  | 1.67 |  |  | 1.27 |
Diluted income per unit |  | 0.88 |  |  | 0.86 |  |  | 1.67 |  |  | 1.27 |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration