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Acquisitions
9 Months Ended
Sep. 30, 2014
Business Combinations [Abstract]  
Acquisitions
Acquisitions and Disposition
Eastern Shore Gas Company
On May 31, 2013, the Maryland PSC approved the acquisition of ESG. Upon receiving this approval, we completed the purchase of certain operating assets of ESG, which was not related to, or affiliated with, our interstate natural gas transmission subsidiary, Eastern Shore. We paid approximately $16.5 million at the closing of the transaction, which was subject to certain adjustments specified in the asset purchase agreement. During the third quarter of 2013, the purchase price was reduced by $543,000 due to adjustments to property, plant and equipment, propane inventory, accounts receivable and other accrued liabilities. The purchase price included approximately $726,000 of sales tax related to the transaction. We financed the acquisition using unsecured short-term debt.
Approximately 11,000 residential and commercial underground propane distribution system customers and 500 bulk propane delivery customers acquired in the transaction are being served by our new subsidiary, Sandpiper, and our propane distribution subsidiary, Sharp, respectively. Sandpiper's operations, which cover all of Worcester County, Maryland, are subject to rate and service regulation by the Maryland PSC. We are evaluating the potential conversion of some of the underground propane distribution systems to natural gas distribution and have begun to convert some of the acquired customers. Although most of these customers are currently being served with propane, we classify Sandpiper's operations as natural gas distribution in the Regulated Energy segment.
In connection with this acquisition, we recorded $12.6 million in property, plant and equipment, $384,000 in propane inventory, $2.5 million in accounts receivable and accrued revenue and $227,000 in other current liabilities, which included the effect of purchase price adjustments in the third quarter of 2013 and the second quarter of 2014. All but insignificant amounts of assets and liabilities are recorded in the Regulated Energy segment. No goodwill or intangible asset was recorded from this acquisition, and the allocation of the purchase price and valuation of assets are final.
The revenue from this acquisition included in our condensed consolidated statement of income for the three and nine months ended September 30, 2014 was $4.4 million and $18.8 million, respectively. The net income from this acquisition included in our condensed consolidated statement of income for the three and nine months ended September 30, 2014 was $266,000 and $2.1 million, respectively.
The revenue from this acquisition included in our condensed consolidated statement of income for the three and nine months ended September 30, 2013 was $3.6 million and $4.6 million, respectively. The net income/loss from this acquisition included in our condensed consolidated statement of income for the three and nine months ended September 30, 2013 was $203,000 of net income and $204,000 of net loss, respectively.
Other Acquisitions
On December 2, 2013, we acquired certain operating assets of the City of Fort Meade, Florida, for approximately $792,000. The purchased assets are used to provide natural gas distribution service in the City of Fort Meade, Florida. In connection with this acquisition, we recorded $670,000 in property, plant and equipment; $14,000 in inventory; $150,000 in goodwill; and $42,000 in other current liabilities. Valuation of certain property, plant and equipment is preliminary and may be adjusted in the future based upon the final valuation, but no later than one year from the date of acquisition. All of the goodwill is expected to be deductible for income tax purposes. The revenue and net income from this acquisition that were included in our condensed consolidated statement of income for the three and nine months ended September 30, 2014 were not material.
On February 5, 2013, we purchased the propane operating assets of Glades for approximately $2.9 million. The purchased assets are used to provide propane distribution service to approximately 3,000 residential and commercial customers in Okeechobee, Glades and Hendry Counties, Florida. In connection with this acquisition, we recorded $1.6 million in property, plant and equipment; $231,000 in propane and other inventory; $300,000 in an intangible asset related to Glades’ customer list, to be amortized over 12 years beginning in February 2013; and $724,000 in goodwill. All of the goodwill is expected to be deductible for income tax purposes. These amounts reflect an adjustment to the allocation of the purchase price during the first quarter of 2014 based on our final valuation, which decreased the value of propane inventory by $271,000 and increased goodwill by the same amount. The revenue and net income from this acquisition that were included in our condensed consolidated statement of income for the three and nine months ended September 30, 2014 were not material.



Disposition of BravePoint

Subsequent to the end of third quarter of 2014, we completed the sale of BravePoint for approximately $12.0 million in cash. As of September 30, 2014, our investment in BravePoint was approximately $3.6 million. After deducting various expenses and transaction costs associated with the sale, we expect to record a pre-tax gain of approximately $6.5 million to $7.0 million (approximately $4.0 million after-tax) from this sale in the fourth quarter of 2014.  Our condensed consolidated statements of income for the three and nine months ended September 30, 2014 included $5.5 million and $15.1 million of revenue, respectively, and $268,000 of net income and $232,000 of net loss, respectively, from BravePoint.