Acquisitions (Tables)
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12 Months Ended |
Dec. 31, 2021 |
Summary of Pro Forma Results of Operations |
The unaudited pro forma financial information is not necessarily indicative of what the actual results of operations would have been had the acquisitions occurred on January 1, 2019 nor is it indicative of future results.
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For the Year Ended December 31, |
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2021 |
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2020 |
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2019 |
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(unaudited) |
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(in thousands) |
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Total revenue |
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$ |
7,698,401 |
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$ |
5,939,151 |
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$ |
7,570,278 |
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Net income (loss) |
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65,571 |
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52,130 |
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(45,227 |
) |
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Expressstop Acquisition |
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Summary of Details of Business Combination |
The details of the business combination were as follows:
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Amount |
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(in thousands) |
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Fair value of consideration transferred: |
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Cash |
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$ |
16,191 |
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Consideration provided by the Real Estate Funds |
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78,496 |
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Total consideration |
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$ |
94,687 |
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Assets acquired and liabilities: |
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Cash and cash equivalents |
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$ |
258 |
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Inventory |
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7,507 |
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Other assets |
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326 |
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Property and equipment |
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76,550 |
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Environmental receivables |
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46 |
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Deferred tax asset |
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2,435 |
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Intangible assets |
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2,740 |
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Total assets |
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89,862 |
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Other liabilities |
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(213 |
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Environmental liabilities |
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(70 |
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Asset retirement obligations |
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(2,448 |
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Total liabilities |
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(2,731 |
) |
Total identifiable net assets |
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87,131 |
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Goodwill |
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$ |
7,556 |
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Consideration paid in cash by the Company |
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$ |
16,191 |
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Consideration provided by the Real Estate Funds |
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78,496 |
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Less: cash and cash equivalent balances acquired |
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(258 |
) |
Net cash outflow |
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$ |
94,429 |
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Handy Mart Acquisition |
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Summary of Details of Business Combination |
The details of the business combination were as follows:
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Amount |
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(in thousands) |
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Fair value of consideration transferred: |
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Cash |
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$ |
17,541 |
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Consideration provided by Oak Street |
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93,202 |
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Total consideration |
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$ |
110,743 |
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Assets acquired and liabilities: |
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Cash and cash equivalents |
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$ |
50 |
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Inventory |
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4,914 |
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Other assets |
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464 |
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Property and equipment |
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105,838 |
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Right-of-use assets under operating leases |
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12,047 |
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Intangible assets |
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1,290 |
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Total assets |
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124,603 |
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Other liabilities |
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(425 |
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Environmental liabilities |
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(40 |
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Operating leases |
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(12,047 |
) |
Asset retirement obligations |
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(1,348 |
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Total liabilities |
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(13,860 |
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Total identifiable net assets |
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110,743 |
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Goodwill |
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$ |
— |
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Consideration paid in cash by the Company |
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$ |
17,541 |
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Consideration provided by Oak Street |
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93,202 |
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Less: cash and cash equivalent balances acquired |
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(50 |
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Net cash outflow |
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$ |
110,693 |
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Empire Acquisition |
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Summary of Details of Business Combination |
The details of the business combination were as follows:
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Amount |
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(in thousands) |
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Fair value of consideration transferred: |
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Cash |
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$ |
11,790 |
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GPMP Capital One Line of Credit |
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350,000 |
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Liability resulting from Additional Consideration |
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17,560 |
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Liability resulting from Contingent Consideration |
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7,205 |
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Total consideration |
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$ |
386,555 |
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Assets acquired and liabilities: |
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Cash and cash equivalents |
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$ |
174 |
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Inventory |
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12,464 |
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Other assets |
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4,898 |
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Property and equipment |
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109,317 |
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Wholesale fuel supply contracts |
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194,000 |
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Option to acquire ownership rights |
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8,446 |
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Other intangible assets |
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750 |
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Right-of-use assets under operating leases |
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210,352 |
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Right-of-use assets under financing leases |
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15,120 |
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Environmental receivables |
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491 |
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Deferred tax asset |
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11,459 |
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Total assets |
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567,471 |
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Other liabilities |
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(4,753 |
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Environmental liabilities |
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(1,278 |
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Asset retirement obligations |
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(15,168 |
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Operating leases |
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(202,500 |
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Financing leases |
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(13,357 |
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Total liabilities |
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(237,056 |
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Total identifiable net assets |
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330,415 |
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Goodwill |
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$ |
56,140 |
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Consideration paid in cash |
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$ |
361,790 |
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Less: cash and cash equivalent balances acquired |
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(174 |
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Net cash outflow |
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$ |
361,616 |
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Riiser Acquisition |
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Summary of Details of Business Combination |
The details of the business combination were as follows:
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Amount |
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(in thousands) |
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Fair value of consideration transferred: |
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Cash |
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$ |
13,186 |
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Non-controlling interest in GPMP |
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13,893 |
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GPMP Capital One Line of Credit |
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14,600 |
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Payable to Riiser Seller |
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320 |
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Less: asset resulting from contingent consideration |
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(2,088 |
) |
Total consideration |
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$ |
39,911 |
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Assets acquired and liabilities: |
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Cash and cash equivalents |
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$ |
489 |
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Inventory |
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6,973 |
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Other assets |
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934 |
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Property and equipment |
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15,345 |
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Trade name |
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1,000 |
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Right-of-use assets under operating leases |
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75,171 |
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Deferred tax assets |
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3,324 |
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Total assets |
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103,236 |
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Other liabilities |
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(1,409 |
) |
Environmental liabilities |
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(153 |
) |
Asset retirement obligations |
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(4,226 |
) |
Operating leases |
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(87,458 |
) |
Total liabilities |
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(93,246 |
) |
Total identifiable net assets |
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9,990 |
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Goodwill |
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$ |
29,921 |
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Consideration paid in cash |
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$ |
27,786 |
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Less: cash and cash equivalent balances acquired |
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(489 |
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Net cash outflow |
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$ |
27,297 |
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2019 Business Acquisitions |
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Summary of Details of Business Combination |
The details of these two additional business acquisitions were as follows:
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Amount |
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(in thousands) |
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Fair value of consideration transferred: |
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Cash |
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$ |
867 |
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GPMP Capital One Line of Credit |
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5,500 |
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Total consideration |
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$ |
6,367 |
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Assets acquired and liabilities assumed at the dates of acquisition: |
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Cash and cash equivalents |
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$ |
77 |
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Inventory |
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1,623 |
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Other assets |
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118 |
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Environmental receivables |
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18 |
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Property and equipment |
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3,910 |
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Right-of-use assets under operating leases |
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20,189 |
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Options to acquire ownership rights |
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1,315 |
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Total assets |
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27,250 |
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Other liabilities |
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(223 |
) |
Environmental liabilities |
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(431 |
) |
Asset retirement obligations |
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(768 |
) |
Operating leases |
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(19,291 |
) |
Deferred tax liabilities |
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(29 |
) |
Total liabilities |
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(20,742 |
) |
Total identifiable net assets |
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6,508 |
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Bargain gain recorded on the Town Star Acquisition |
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(406 |
) |
Goodwill recorded on the Cash and Sons Acquisition |
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$ |
265 |
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Consideration paid in cash |
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$ |
6,367 |
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Less: cash and cash equivalent balances acquired |
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(77 |
) |
Net cash outflow on acquisition dates |
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$ |
6,290 |
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