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Acquisitions
9 Months Ended
Sep. 30, 2022
Business Combinations [Abstract]  
Acquisitions

Note 2. ACQUISITIONS

Acquisition of Assets from Community Service Stations, Inc.

On August 24, 2022, we entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Community Service Stations, Inc., pursuant to which we have agreed to purchase certain assets from Community Service Stations, Inc. for a purchase price of $27.5 million plus working capital. The assets consist of wholesale fuel supply contracts to 39 dealer owned locations, 34 sub-wholesaler accounts and two commission locations (1 fee based and 1 lease).

The acquisition is subject to customary conditions to closing. We expect the transaction to close during the fourth quarter of 2022. It is anticipated that the acquisition will be financed with cash on hand and/or undrawn capacity under the CAPL Credit Facility.

Acquisition of Assets from 7-Eleven

In February 2022, we closed on the final three properties of our 106-site acquisition from 7-Eleven for a purchase price of $3.6 million (including inventory and working capital), of which $1.8 million will be paid on or prior to February 8, 2027. We recorded the purchase of these properties and adjustments to our previous purchase accounting for the first 103 properties as summarized in the table below (in thousands):

 

Inventories

 

$

271

 

Other current assets

 

 

30

 

Property and equipment

 

 

8,171

 

Intangible assets

 

 

(3,498

)

Goodwill

 

 

(1,055

)

Total assets

 

$

3,919

 

 

 

 

 

Accrued expenses and other current liabilities

 

 

116

 

Other non-current liabilities

 

 

1,800

 

Asset retirement obligations

 

 

118

 

Total liabilities

 

$

2,034

 

Net assets acquired

 

$

1,885

 

 

The fair value of inventory was estimated at retail selling price less estimated costs to sell and a reasonable profit allowance for the selling effort.

The fair value of land was based on a market approach. The value of buildings and equipment was based on a cost approach. The buildings and equipment are being depreciated on a straight-line basis, with estimated remaining useful lives of 20 years for the buildings and five to 30 years for equipment.

The fair value of the wholesale fuel distribution rights included in intangible assets was based on an income approach. Management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel distribution rights are being amortized on a straight-line basis over an estimated useful life of approximately 10 years.

The fair value of goodwill represents expected synergies from combining operations, intangible assets that do not qualify for separate recognition, and other factors. All goodwill is anticipated to be deductible for tax purposes.

We funded these transactions primarily through the JKM Credit Facility as well as undrawn capacity under the CAPL Credit Facility and cash on hand.