Acquisitions | 6 Months Ended |
Sep. 30, 2014 |
Acquisitions | ' |
Acquisitions | ' |
Note 4 — Acquisitions |
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Year Ending March 31, 2015 |
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TransMontaigne Inc. |
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On July 1, 2014, we acquired TransMontaigne for $174.2 million of cash, net of cash acquired. As part of this transaction, we also purchased $380.4 million of inventory from the previous owner of TransMontaigne (including $346.9 million paid at closing and $33.5 million subsequently paid as the working capital settlement process progressed). The operations of TransMontaigne include the marketing of refined products and crude oil. As part of this transaction, we acquired the 2.0% general partner interest, the incentive distribution rights, and a 19.7% limited partner interest in TLP, and assumed certain terminaling service agreements with TLP from an affiliate of the previous owner of TransMontaigne. The acquisition agreement contemplates a post-closing adjustment to the purchase price for certain working capital items. We estimate that we will pay an additional $27.5 million once the working capital settlement process has been completed. |
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We are in the process of identifying and determining the fair value of the assets acquired and liabilities assumed in this business combination. The estimates of fair value reflected at September 30, 2014 are subject to change, and such changes could be material. We expect to complete this process prior to finalizing our financial statements for the quarter ending June 30, 2015. We have preliminarily estimated the fair values of the assets acquired (and useful lives) and liabilities assumed as follows (in thousands): |
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Cash and cash equivalents | | $ | 1,469 | | | | | | | |
Accounts receivable - trade | | 197,349 | | | | | | | |
Accounts receivable - affiliates | | 528 | | | | | | | |
Inventories | | 426,913 | | | | | | | |
Prepaid expenses and other current assets | | 15,373 | | | | | | | |
Property, plant and equipment: | | | | | | | | | |
Refined products terminal assets (20 years) | | 418,405 | | | | | | | |
Buildings and leasehold improvements (20 years) | | 10,339 | | | | | | | |
Crude oil tanks and related equipment (20 years) | | 28,666 | | | | | | | |
Vehicles | | 1,565 | | | | | | | |
Land | | 56,095 | | | | | | | |
Information technology equipment | | 7,851 | | | | | | | |
Other | | 12,592 | | | | | | | |
Construction in progress | | 4,487 | | | | | | | |
Goodwill (1) | | 29,118 | | | | | | | |
Intangible assets: | | | | | | | | | |
Customer relationships (7 years) | | 50,000 | | | | | | | |
Pipeline capacity rights (30 years) | | 87,000 | | | | | | | |
Trade names (indefinite life) | | 5,000 | | | | | | | |
Equity method investments | | 250,000 | | | | | | | |
Other noncurrent assets | | 3,911 | | | | | | | |
Accounts payable - trade | | (140,597 | ) | | | | | | |
Accounts payable - affiliates | | (69 | ) | | | | | | |
Accrued expenses and other payables | | (73,565 | ) | | | | | | |
Advance payments received from customers | | (1,919 | ) | | | | | | |
Long-term debt | | (234,000 | ) | | | | | | |
Other noncurrent liabilities | | (34,856 | ) | | | | | | |
Noncontrolling interests | | (567,120 | ) | | | | | | |
Fair value of net assets acquired | | $ | 554,535 | | | | | | | |
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(1) Included in the refined products and renewables segment. |
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Goodwill represents the excess of the consideration paid for the acquired business over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill primarily represents the value of synergies between the acquired entity and the Partnership, the opportunity to use the acquired business as a platform for growth, and the acquired assembled workforce. We estimate that all of the goodwill will be deductible for federal income tax purposes. |
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The intangible asset for pipeline capacity rights relates to capacity allocations on a third-party refined products pipeline. Demand for use of this pipeline exceeds the pipeline’s capacity, and the limited capacity is allocated based on a shipper’s historical shipment volumes. |
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The fair value of the noncontrolling interests was calculated by multiplying the closing price of TLP’s common units on the acquisition date by the number of TLP common units held by parties other than us. |
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We recorded in the acquisition accounting a liability of $2.5 million related to certain crude oil contracts with terms that were unfavorable at current market conditions. We amortized this balance to cost of sales during the three months ended September 30, 2014. |
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Employees of TransMontaigne participate in a plan whereby they are entitled to certain termination benefits in the event of a change in control of TransMontaigne and a subsequent change in job status. We recorded expense of $2.7 million during the three months ended September 30, 2014 related to these termination benefits, and we may record additional expense in future quarters as we continue our integration efforts. |
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The operations of TransMontaigne have been included in our condensed consolidated statements of operations since TransMontaigne was acquired on July 1, 2014. Our condensed consolidated statements of operations for the three months and six months ended September 30, 2014 include revenues of $1.1 billion and an operating loss of $0.3 million that were generated by the operations of TransMontaigne. We have not provided supplemental pro forma financial information as though the business combination had occurred on April 1, 2013. The previous owner of TransMontaigne conducted trading operations, whereas we strive to generate reliable and predictable cash flows. Because of the difference in strategies between the pre-acquisition and post-acquisition periods, the pre-acquisition operations of TransMontaigne have limited importance as an indicator of post-acquisition results. |
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On July 10, 2014, we submitted a nonbinding proposal to the conflicts committee of the board of directors of TLP’s general partner. Under this proposal, each outstanding unit of TLP would be exchanged for one of our common units. On August 15, 2014, we and TLP’s general partner terminated discussions regarding our previously submitted nonbinding proposal to acquire the outstanding common units of TLP. |
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Water Solutions Facilities |
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As described below, we are party to a development agreement that provides us a right to purchase water disposal facilities developed by the other party to the agreement. During the six months ended September 30, 2014, we purchased four water disposal facilities under this development agreement. We also purchased a 75% interest in one additional water disposal facility in July 2014 from a different seller. On a combined basis, we paid $82.9 million of cash for these five water disposal facilities. |
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We are in the process of identifying and determining the fair value of the assets acquired and liabilities assumed in these business combinations. The estimates of fair value reflected at September 30, 2014 are subject to change, and such changes could be material. We expect to complete this process prior to finalizing our financial statements for the quarter ending June 30, 2015. We have preliminarily estimated the fair values of the assets acquired (and useful lives) and liabilities assumed as follows (in thousands): |
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Accounts receivable - trade | | $ | 939 | | | | | | | |
Inventories | | 253 | | | | | | | |
Prepaid expenses and other current assets | | 62 | | | | | | | |
Property, plant and equipment: | | | | | | | | | |
Water treatment facilities and equipment (5–40 years) | | 23,066 | | | | | | | |
Buildings and leasehold improvements (3–7 years) | | 2,599 | | | | | | | |
Land | | 1,010 | | | | | | | |
Other (7 years) | | 33 | | | | | | | |
Goodwill | | 57,777 | | | | | | | |
Other noncurrent assets | | 50 | | | | | | | |
Accounts payable - trade | | (58 | ) | | | | | | |
Accrued expenses and other payables | | (1,092 | ) | | | | | | |
Other noncurrent liabilities | | (149 | ) | | | | | | |
Noncontrolling interest | | (1,620 | ) | | | | | | |
Fair value of net assets acquired | | $ | 82,870 | | | | | | | |
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Goodwill represents the excess of the consideration paid for the acquired business over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill primarily represents the value of synergies between the acquired entity and the Partnership and the opportunity to use the acquired business as a platform for growth. We estimate that all of the goodwill will be deductible for federal income tax purposes. |
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The operations of these water disposal facilities have been included in our condensed consolidated statement of operations since their acquisition date. Our condensed consolidated statement of operations for the quarter ended September 30, 2014 includes revenues of $7.1 million and operating income of $1.5 million that were generated by the operations of these water disposal facilities. |
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Retail Propane Acquisitions |
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During the six months ended September 30, 2014, we completed three acquisitions of retail propane businesses. On a combined basis, we paid $6.4 million of cash to acquire these assets and operations. The agreements for these acquisitions contemplate post-closing payments for certain working capital items. We are in the process of identifying and determining the fair value of the assets acquired and liabilities assumed in certain of these business combinations, and as a result, the estimates of fair value reflected at September 30, 2014 are subject to change. |
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Water Supply Company |
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On June 9, 2014, we paid cash of $15.0 million in exchange for an interest in a water supply company operating in the DJ Basin. We account for this investment using the equity method of accounting. |
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Year Ended March 31, 2014 |
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As described in Note 2, pursuant to GAAP, an entity is allowed a reasonable period of time to obtain the information necessary to identify and measure the fair value of the assets acquired and liabilities assumed in a business combination. The business combinations for which this measurement period was still open as of March 31, 2014 are summarized below. |
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Gavilon Energy |
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On December 2, 2013, we completed a business combination in which we acquired Gavilon Energy. We paid $832.4 million of cash, net of cash acquired, in exchange for these assets and operations. The acquisition agreement also contemplates a post-closing adjustment to the purchase price for certain working capital items. |
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The assets of Gavilon Energy include crude oil terminals in Oklahoma, Texas, and Louisiana, a 50% interest in Glass Mountain, which owns a crude oil pipeline that originates in western Oklahoma and terminates in Cushing, Oklahoma, and an 11% interest in an ethanol production facility in the Midwest. The operations of Gavilon Energy include the marketing of crude oil, refined products, ethanol, biodiesel, and natural gas liquids and owned and leased crude oil storage in Cushing, Oklahoma. |
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During the three months ended September 30, 2014, we completed the acquisition accounting for this business combination. The following table presents the final calculation of the fair values of the assets acquired (and useful lives) and liabilities assumed for this acquisition: |
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| | | | Estimated at | | | |
| | | | at | | | |
| | | | March 31, | | | |
| | Final | | 2014 | | Change | |
| | (in thousands) | |
Accounts receivable - trade | | $ | 326,484 | | $ | 349,529 | | $ | (23,045 | ) |
Accounts receivable - affiliates | | 2,564 | | 2,564 | | — | |
Inventories | | 107,430 | | 107,430 | | — | |
Prepaid expenses and other current assets | | 68,322 | | 68,322 | | — | |
Property, plant and equipment: | | | | | | | |
Vehicles (3 years) | | 327 | | 791 | | (464 | ) |
Crude oil tanks and related equipment (3–40 years) | | 83,797 | | 77,429 | | 6,368 | |
Information technology equipment (3–7 years) | | 4,049 | | 4,046 | | 3 | |
Buildings and leasehold improvements (3–40 years) | | 7,817 | | 7,716 | | 101 | |
Land | | 6,427 | | 6,427 | | — | |
Tank bottoms | | 16,930 | | 15,230 | | 1,700 | |
Other (7 years) | | 162 | | 170 | | (8 | ) |
Construction in progress | | 7,180 | | 7,190 | | (10 | ) |
Goodwill (1) | | 342,769 | | 359,169 | | (16,400 | ) |
Intangible assets: | | | | | | | |
Customer relationships (10–20 years) | | 107,950 | | 101,600 | | 6,350 | |
Lease agreements (1–5 years) | | 8,700 | | 8,700 | | — | |
Pipeline capacity rights (30 years) | | 7,800 | | — | | 7,800 | |
Investments in unconsolidated entities | | 183,000 | | 178,000 | | 5,000 | |
Other noncurrent assets | | 2,287 | | 9,918 | | (7,631 | ) |
Accounts payable - trade | | (342,792 | ) | (342,792 | ) | — | |
Accounts payable - affiliates | | (2,585 | ) | (2,585 | ) | — | |
Accrued expenses and other payables | | (49,447 | ) | (70,999 | ) | 21,552 | |
Advance payments received from customers | | (10,667 | ) | (10,667 | ) | — | |
Other noncurrent liabilities | | (46,056 | ) | (44,740 | ) | (1,316 | ) |
Fair value of net assets acquired | | $ | 832,448 | | $ | 832,448 | | $ | — | |
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(1) Primarily included in the crude oil logistics segment. |
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We estimated the value of the customer relationship intangible asset using the income approach, which uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. |
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The acquisition method of accounting requires that executory contracts that are at unfavorable terms relative to current market conditions at the acquisition date be recorded as assets or liabilities in the acquisition accounting. Since certain crude oil storage lease commitments were at unfavorable terms relative to current market conditions, we recorded a liability of $15.9 million related to these lease commitments in the acquisition accounting, and we amortized $5.0 million of this balance through cost of sales during the six months ended September 30, 2014. We will amortize the remainder of this liability over the term of the leases. The future amortization of this liability is shown below (in thousands): |
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Year Ending March 31, | | | | | | | | | |
2015 (six months) | | $ | 3,670 | | | | | | | |
2016 | | 4,040 | | | | | | | |
2017 | | 360 | | | | | | | |
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Certain personnel who were employees of Gavilon Energy are entitled to a bonus, half of which was payable upon successful completion of the business combination and the remainder of which is payable in December 2014. We are recording this as compensation expense over the vesting period. We recorded expense of $5.2 million during the six months ended September 30, 2014 related to these bonuses, and we expect to record an additional expense of $1.6 million during the quarter ending December 31, 2014. |
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Oilfield Water Lines, LP |
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On August 2, 2013, we completed a business combination with entities affiliated with Oilfield Water Lines LP (collectively, “OWL”), whereby we acquired water disposal and transportation assets in Texas. We issued 2,463,287 common units, valued at $68.6 million, and paid $167.7 million of cash, net of cash acquired, in exchange for OWL. During the three months ended June 30, 2014, we completed the acquisition accounting for this business combination. The following table presents the final calculation of the fair values of the assets acquired (and useful lives) and liabilities assumed in the acquisition of OWL: |
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| | | | Estimated | | | |
| | | | at | | | |
| | | | March 31, | | | |
| | Final | | 2014 | | Change | |
| | (in thousands) | |
Accounts receivable - trade | | $ | 6,837 | | $ | 7,268 | | $ | (431 | ) |
Inventories | | 154 | | 154 | | — | |
Prepaid expenses and other current assets | | 402 | | 402 | | — | |
Property, plant and equipment: | | | | | | | |
Vehicles (5–10 years) | | 8,143 | | 8,157 | | (14 | ) |
Water treatment facilities and equipment (3–30 years) | | 23,173 | | 23,173 | | — | |
Buildings and leasehold improvements (7–30 years) | | 2,198 | | 2,198 | | — | |
Land | | 710 | | 710 | | — | |
Other (3–5 years) | | 53 | | 53 | | — | |
Intangible assets: | | | | | | | |
Customer relationships (8–10 years) | | 110,000 | | 110,000 | | — | |
Non-compete agreements (3 years) | | 2,000 | | 2,000 | | — | |
Goodwill | | 90,144 | | 89,699 | | 445 | |
Accounts payable - trade | | (6,469 | ) | (6,469 | ) | — | |
Accrued expenses and other payables | | (992 | ) | (992 | ) | — | |
Other noncurrent liabilities | | (64 | ) | (64 | ) | — | |
Fair value of net assets acquired | | $ | 236,289 | | $ | 236,289 | | $ | — | |
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We estimated the value of the customer relationship intangible asset using the income approach, which uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. |
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Other Water Solutions Acquisitions |
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During the year ended March 31, 2014, we completed two separate acquisitions of businesses to expand our water solutions operations in Texas. On a combined basis, we issued 222,381 common units, valued at $6.8 million, and paid $151.6 million of cash, net of cash acquired, in exchange for the assets and operations of these businesses. During the three months ended June 30, 2014, we completed the acquisition accounting for these business combinations. The following table presents the final calculation of the fair values of the assets acquired (and useful lives) and liabilities assumed for these acquisitions: |
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| | | | Estimated | | | |
| | | | at | | | |
| | | | March 31, | | | |
| | Final | | 2014 | | Change | |
| | (in thousands) | |
Accounts receivable - trade | | $ | 2,146 | | $ | 2,146 | | $ | — | |
Inventories | | 192 | | 192 | | — | |
Prepaid expenses and other current assets | | 62 | | 61 | | 1 | |
Property, plant and equipment: | | | | | | | |
Vehicles (5–10 years) | | 76 | | 90 | | (14 | ) |
Water treatment facilities and equipment (3–30 years) | | 11,717 | | 14,394 | | (2,677 | ) |
Buildings and leasehold improvements (7–30 years) | | 3,278 | | 1,906 | | 1,372 | |
Land | | 207 | | 206 | | 1 | |
Other (3–5 years) | | 12 | | 12 | | — | |
Intangible assets: | | | | | | | |
Customer relationships (8–10 years) | | 72,000 | | 72,000 | | — | |
Trade names (indefinite life) | | 3,325 | | 3,325 | | — | |
Non-compete agreements (3 years) | | 260 | | 260 | | — | |
Water facility development agreement (5 years) | | 14,000 | | 14,000 | | — | |
Water facility option agreement | | 2,500 | | 2,500 | | — | |
Goodwill | | 49,067 | | 47,750 | | 1,317 | |
Accounts payable - trade | | (119 | ) | (119 | ) | — | |
Accrued expenses and other payables | | (293 | ) | (293 | ) | — | |
Other noncurrent liabilities | | (64 | ) | (64 | ) | — | |
Fair value of net assets acquired | | $ | 158,366 | | $ | 158,366 | | $ | — | |
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As part of one of these business combinations, we entered into an option agreement with the seller of the business whereby we had the option to purchase a saltwater disposal facility that was under construction. We recorded an intangible asset of $2.5 million at the acquisition date related to this option agreement. On March 1, 2014, we purchased the saltwater disposal facility for additional cash consideration of $3.7 million. |
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In addition, as part of one of these business combinations, we entered into a development agreement that provides us a right to purchase water disposal facilities that may be developed by the seller through June 2018. On March 1, 2014, we purchased our first water disposal facility pursuant to the development agreement for $21.0 million. |
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We are in the process of identifying and determining the fair value of the assets acquired and liabilities assumed in these business combinations. The estimates of fair value reflected at September 30, 2014 are subject to change, and such changes could be material. We expect to complete this process prior to finalizing our financial statements for the quarter ending December 31, 2014. We have preliminarily estimated the fair values of the assets acquired (and useful lives) and liabilities assumed as follows: |
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| | Estimated At | | | |
| | September 30, | | March 31, | | | |
| | 2014 | | 2014 | | Change | |
| | (in thousands) | |
Accounts receivable - trade | | $ | 124 | | $ | 245 | | $ | (121 | ) |
Inventories | | 119 | | 197 | | (78 | ) |
Property, plant and equipment: | | | | | | | |
Water treatment facilities and equipment (3–30 years) | | 10,539 | | 10,540 | | (1 | ) |
Buildings and leasehold improvements (7–30 years) | | 1,130 | | 1,130 | | — | |
Land | | 213 | | 213 | | — | |
Other (3–5 years) | | 1 | | 1 | | — | |
Goodwill | | 15,443 | | 15,281 | | 162 | |
Accounts payable - trade | | (232 | ) | (263 | ) | 31 | |
Accrued expenses and other payables | | — | | (7 | ) | 7 | |
Other noncurrent liabilities | | (50 | ) | (50 | ) | — | |
Fair value of net assets acquired | | $ | 27,287 | | $ | 27,287 | | $ | — | |
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Crude Oil Logistics Acquisitions |
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During the year ended March 31, 2014, we completed two separate acquisitions of businesses to expand our crude oil logistics operations in Texas and Oklahoma. On a combined basis, we issued 175,211 common units, valued at $5.3 million, and paid $67.8 million of cash, net of cash acquired, in exchange for the assets and operations of these businesses. During the three months ended June 30, 2014, we completed the acquisition accounting for these business combinations. The following table presents the final calculation of the fair values of the assets acquired (and useful lives) and liabilities assumed for these acquisitions: |
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| | | | Estimated | | | |
| | | | at | | | |
| | | | March 31, | | | |
| | Final | | 2014 | | Change | |
| | (in thousands) | |
Accounts receivable - trade | | $ | 1,221 | | $ | 1,235 | | $ | (14 | ) |
Inventories | | 1,021 | | 1,021 | | — | |
Prepaid expenses and other current assets | | 58 | | 54 | | 4 | |
Property, plant and equipment: | | | | | | | |
Vehicles (5–10 years) | | 2,980 | | 2,977 | | 3 | |
Buildings and leasehold improvements (5–30 years) | | 58 | | 280 | | (222 | ) |
Crude oil tanks and related equipment (2–30 years) | | 3,822 | | 3,462 | | 360 | |
Barges and towboats (20 years) | | 20,065 | | 20,065 | | — | |
Other (3–5 years) | | 57 | | 53 | | 4 | |
Intangible assets: | | | | | | | |
Customer relationships (3 years) | | 13,300 | | 6,300 | | 7,000 | |
Non-compete agreements (3 years) | | 35 | | 35 | | — | |
Trade names (indefinite life) | | 530 | | 530 | | — | |
Goodwill | | 30,730 | | 37,867 | | (7,137 | ) |
Accounts payable - trade | | (521 | ) | (665 | ) | 144 | |
Accrued expenses and other payables | | (266 | ) | (124 | ) | (142 | ) |
Fair value of net assets acquired | | $ | 73,090 | | $ | 73,090 | | $ | — | |
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Retail Propane and Liquids Acquisitions |
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During the year ended March 31, 2014, we completed four acquisitions of retail propane businesses and the acquisition of four natural gas liquids terminals. On a combined basis, we paid $21.9 million of cash to acquire these assets and operations. The agreements for certain of these acquisitions contemplate post-closing payments for certain working capital items. We are in the process of identifying and determining the fair value of the assets acquired and liabilities assumed in certain of these business combinations, and as a result, the estimates of fair value reflected at September 30, 2014 are subject to change. |