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Acquisitions (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The table below presents the purchase price (in thousands):

Base purchase price:			$	624,700
Add: closing net working capital (as defined in the 3 Bear Purchase Agreement)			3,390
Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement)			(80,618)
Cash paid for the adjusted purchase price			547,472
Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement)			80,618
Purchase price			$	628,090

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						$	2,677
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						14,406
Customer relationship intangible, net (1)						210,000
Rights-of-way (1)						13,490
Other non-current assets						500
Total assets acquired						662,976
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						$	628,090

(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 nine months ended September 30, 2022 is $4.5 million and $6.0 million, respectively. The estimated amortization is $18.0 million for each of the five succeeding fiscal years.    

•Rights-of-way intangible that is subject to amortization with a preliminary fair value of $13.5 million, which will be amortized over the weighted-average useful life of 25.4 years. We recognized amortization expense for the three and nine months ended September 30, 2022 of $0.2 million. The estimated amortization is $0.6 million for each of the five succeeding fiscal years.

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 September 30,												Nine Months Ended September 30,
(in thousands, except per unit data)						2022						2021						2022						2021
Net sales						$	294,025					$	235,521					$	865,874					$	618,547
Net income attributable to partners						$	48,703					$	37,174					$	117,430					$	86,894
Net income per limited partner unit:
Basic income per unit						$	1.12					$	0.86					$	2.70					$	2.00
Diluted income per unit						$	1.12					$	0.86					$	2.70					$	2.00

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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.

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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.

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