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Acquisitions | 12 Months Ended
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Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | ACQUISITIONS Martin Transport, Inc. Stock Purchase Agreement. On January 2, 2019, the Partnership acquired all of the issued and outstanding equity interests of MTI, a wholly-owned subsidiary of Martin Resource Management Corporation, which operates a fleet of trucks providing transportation of petroleum products, liquid petroleum gas, chemicals, sulfur and other products, as well as owns 24 terminals located throughout the U.S. Gulf Coast and Southeastern U.S. for total consideration as follows:
Purchase price 1 | $ | 135,000 |
Plus: Working Capital Adjustment | 2,795 |
Less: Finance lease obligations assumed | (11,682) |
Cash consideration paid | $ | 126,113 |
1 The stock purchase agreement also includes a $10,000 earn-out based on certain performance thresholds. The performance threshold related to financial results for the years ended December 31, 2020 and 2019 was not achieved, which resulted in a reduction in the potential earn-out by $6,666. For the year ended December 31, 2021, the performance threshold related to financial results was exceeded, resulting in an earn-out payment of $1,350, which, pursuant to the terms of the stock purchase agreement, will be paid in the second quarter of 2022. The transaction closed on January 2, 2019 and was effective as of January 1, 2019 and was funded with borrowings under the Partnership's credit facility. This acquisition is considered a transfer of net assets between entities under common control. The acquisition of MTI was recorded at the historical carrying value of the assets at the acquisition date, which were as follows:
Accounts receivable, net | $ | 11,724 |
Inventories | 1,138 |
Due from affiliates | 1,042 |
Other current assets | 897 |
Property, plant and equipment, net | 25,383 |
Goodwill | 489 |
Other noncurrent assets | 362 |
Current installments of finance lease obligations | (5,409) |
Accounts payable | (2,564) |
Due to affiliates | (482) |
Other accrued liabilities | (2,588) |
Finance lease obligations, net of current installments | (6,272) |
Historical carrying value of assets acquired | $ | 23,720 |
The excess purchase price over the historical carrying value of the assets at the acquisition date was $102,393 and was recorded as an adjustment to "Partners' capital (deficit)". The earn out-payment discussed above was recorded as additional excess purchase price over the historical carrying value of the assets, resulting in an adjustment to "Partners' capital (deficit)" of $1,350.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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