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Acquisitions (Tables) | 3 Months Ended
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Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Schedule of Business Acquisitions, by Acquisition | The table below presents the estimated purchase price (in thousands):
Base purchase price: | $ | 291,561 |
Less: Adjusted Net Working Capital (as defined in the Gravity Acquisition Agreement) | 3,814 |
Plus: V arious closing adjustments | 5,433 |
Adjusted purchase price | $ | 300,808 |
Cash paid | $ | 209,297 |
Fair value of common units issued (1) | 91,511 |
Preliminary purchase price | $ | 300,808 |
(1)The increase from the $85.0 million base purchase price outlined in the purchase agreement for the common unit consideration was driven by an appreciation in the common unit price. The table below presents the estimated purchase price (in thousands):
Base purchase price: | $ | 230,000 |
Less: Adjusted Net Working Capital (as defined in the H2O Midstream Acquisition Agreement) | (2,596) |
Plus: various closing adjustments | 2,331 |
Adjusted purchase price | $ | 229,735 |
Cash paid | $ | 159,735 |
Fair value of Preferred Units issued | 70,000 |
Preliminary purchase price | $ | 229,735 |
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 Gravity Acquisition as of January 2, 2025 (in thousands):
Assets acquired: |  |
Cash and cash equivalents |  | $ | 5,317 |
Accounts receivables |  | 16,433 |
Inventories |  | 1,851 |
Other current assets |  | 1,681 |
Property, plant and equipment |  | 208,313 |
Operating lease right-of-use assets |  | 107 |
Customer relationship intangible (1) |  | 50,674 |
Other intangibles (1) |  | 31,921 |
Other non-current assets |  | 58 |
Total assets acquired |  | 316,355 |
Liabilities assumed: |  |
Accounts payable |  | 2,459 |
Accrued expenses and other current liabilities |  | 5,783 |
Current portion of operating lease liabilities |  | 54 |
Asset retirement obligations |  | 7,202 |
Operating lease liabilities, net of current portion |  | 49 |
Total liabilities assumed |  | 15,547 |
Fair value of net assets acquired |  | $ | 300,808 |
(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 $50.7 million, which we estimate to be amortized over 10 to 25 years. •Rights-of-way intangibles are valued at $31.9 million, the majority of which have an indefinite life. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the H2O Midstream Acquisition as of September 11, 2024 (in thousands):
Assets acquired: |  |
Accounts receivables |  | $ | 6,644 |
Inventories |  | 2,448 |
Other current assets |  | 879 |
Property, plant and equipment |  | 172,374 |
Operating lease right-of-use assets |  | 2,058 |
Customer relationship intangible (1) |  | 26,270 |
Other intangibles (1) |  | 33,268 |
Other non-current assets |  | 21 |
Total assets acquired |  | 243,962 |
Liabilities assumed: |  |
Accounts payable |  | 1,833 |
Accrued expenses and other current liabilities |  | 7,045 |
Current portion of operating lease liabilities |  | 278 |
Asset retirement obligations |  | 4,852 |
Operating lease liabilities, net of current portion |  | 219 |
Total liabilities assumed |  | 14,227 |
Fair value of net assets acquired |  | $ | 229,735 |
(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 $26.3 million, which will be amortized over an 13.4 years useful life. •Rights-of-way intangibles are valued at $28.5 million, which have an indefinite life. •Favorable supply contract intangible that is subject to amortization with a preliminary fair value of $4.8 million which will be amortized over a 4.8 years useful life.
Business Acquisition, Pro Forma Information | The following table summarizes the unaudited pro forma financial information of the Partnership assuming the Gravity Acquisition had occurred on January 1, 2024. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to this 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 associated with revolving credit facility borrowings incurred in connection with this 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 intangible and, (iv) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of this acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had this 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 March 31,
|  |  |  |  | 2025 |  | 2024
(in thousands) |  |  |  |  |  |  |
Net sales |  |  |  |  | $ | 249,930 |  |  | $ | 283,775 |
Net income attributable to partners |  |  |  |  | $ | 42,134 |  |  | $ | 38,148 |

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- 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 -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-3 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 + Details
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- 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 -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 + Details
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