Annual report pursuant to Section 13 and 15(d)

Acquisitions (Tables)

v3.22.0.1
Acquisitions (Tables)
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.

 

 

 

For the Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(unaudited)

 

 

 

(in thousands)

 

Total revenue

 

$

7,698,401

 

 

$

5,939,151

 

 

$

7,570,278

 

Net income (loss)

 

 

65,571

 

 

 

52,130

 

 

 

(45,227

)

Expressstop Acquisition  
Summary of Details of Business Combination

The details of the business combination were as follows:

 

 

Amount

 

 

 

(in thousands)

 

Fair value of consideration transferred:

 

 

 

Cash

 

$

16,191

 

Consideration provided by the Real Estate Funds

 

 

78,496

 

Total consideration

 

$

94,687

 

Assets acquired and liabilities:

 

 

 

Cash and cash equivalents

 

$

258

 

Inventory

 

 

7,507

 

Other assets

 

 

326

 

Property and equipment

 

 

76,550

 

Environmental receivables

 

 

46

 

Deferred tax asset

 

 

2,435

 

Intangible assets

 

 

2,740

 

Total assets

 

 

89,862

 

Other liabilities

 

 

(213

)

Environmental liabilities

 

 

(70

)

Asset retirement obligations

 

 

(2,448

)

Total liabilities

 

 

(2,731

)

Total identifiable net assets

 

 

87,131

 

Goodwill

 

$

7,556

 

 

 

 

 

Consideration paid in cash by the Company

 

$

16,191

 

Consideration provided by the Real Estate Funds

 

 

78,496

 

Less: cash and cash equivalent balances acquired

 

 

(258

)

Net cash outflow

 

$

94,429

 

Handy Mart Acquisition  
Summary of Details of Business Combination

The details of the business combination were as follows:

 

 

Amount

 

 

 

(in thousands)

 

Fair value of consideration transferred:

 

 

 

Cash

 

$

17,541

 

Consideration provided by Oak Street

 

 

93,202

 

Total consideration

 

$

110,743

 

Assets acquired and liabilities:

 

 

 

Cash and cash equivalents

 

$

50

 

Inventory

 

 

4,914

 

Other assets

 

 

464

 

Property and equipment

 

 

105,838

 

Right-of-use assets under operating leases

 

 

12,047

 

Intangible assets

 

 

1,290

 

Total assets

 

 

124,603

 

Other liabilities

 

 

(425

)

Environmental liabilities

 

 

(40

)

Operating leases

 

 

(12,047

)

Asset retirement obligations

 

 

(1,348

)

Total liabilities

 

 

(13,860

)

Total identifiable net assets

 

 

110,743

 

Goodwill

 

$

 

 

 

 

 

Consideration paid in cash by the Company

 

$

17,541

 

Consideration provided by Oak Street

 

 

93,202

 

Less: cash and cash equivalent balances acquired

 

 

(50

)

Net cash outflow

 

$

110,693

 

Empire Acquisition  
Summary of Details of Business Combination

The details of the business combination were as follows:

 

 

 

Amount

 

 

 

(in thousands)

 

Fair value of consideration transferred:

 

 

 

Cash

 

$

11,790

 

GPMP Capital One Line of Credit

 

 

350,000

 

Liability resulting from Additional Consideration

 

 

17,560

 

Liability resulting from Contingent Consideration

 

 

7,205

 

Total consideration

 

$

386,555

 

Assets acquired and liabilities:

 

 

 

Cash and cash equivalents

 

$

174

 

Inventory

 

 

12,464

 

Other assets

 

 

4,898

 

Property and equipment

 

 

109,317

 

Wholesale fuel supply contracts

 

 

194,000

 

Option to acquire ownership rights

 

 

8,446

 

Other intangible assets

 

 

750

 

Right-of-use assets under operating leases

 

 

210,352

 

Right-of-use assets under financing leases

 

 

15,120

 

Environmental receivables

 

 

491

 

Deferred tax asset

 

 

11,459

 

Total assets

 

 

567,471

 

Other liabilities

 

 

(4,753

)

Environmental liabilities

 

 

(1,278

)

Asset retirement obligations

 

 

(15,168

)

Operating leases

 

 

(202,500

)

Financing leases

 

 

(13,357

)

Total liabilities

 

 

(237,056

)

Total identifiable net assets

 

 

330,415

 

Goodwill

 

$

56,140

 

 

 

 

 

Consideration paid in cash

 

$

361,790

 

Less: cash and cash equivalent balances acquired

 

 

(174

)

Net cash outflow

 

$

361,616

 

Riiser Acquisition  
Summary of Details of Business Combination

The details of the business combination were as follows:

 

 

 

Amount

 

 

 

(in thousands)

 

Fair value of consideration transferred:

 

 

 

Cash

 

$

13,186

 

Non-controlling interest in GPMP

 

 

13,893

 

GPMP Capital One Line of Credit

 

 

14,600

 

Payable to Riiser Seller

 

 

320

 

Less: asset resulting from contingent consideration

 

 

(2,088

)

Total consideration

 

$

39,911

 

Assets acquired and liabilities:

 

 

 

Cash and cash equivalents

 

$

489

 

Inventory

 

 

6,973

 

Other assets

 

 

934

 

Property and equipment

 

 

15,345

 

Trade name

 

 

1,000

 

Right-of-use assets under operating leases

 

 

75,171

 

Deferred tax assets

 

 

3,324

 

Total assets

 

 

103,236

 

Other liabilities

 

 

(1,409

)

Environmental liabilities

 

 

(153

)

Asset retirement obligations

 

 

(4,226

)

Operating leases

 

 

(87,458

)

Total liabilities

 

 

(93,246

)

Total identifiable net assets

 

 

9,990

 

Goodwill

 

$

29,921

 

 

 

 

 

Consideration paid in cash

 

$

27,786

 

Less: cash and cash equivalent balances acquired

 

 

(489

)

Net cash outflow

 

$

27,297

 

2019 Business Acquisitions  
Summary of Details of Business Combination

The details of these two additional business acquisitions were as follows:

 

 

 

Amount

 

 

 

(in thousands)

 

Fair value of consideration transferred:

 

 

 

Cash

 

$

867

 

GPMP Capital One Line of Credit

 

 

5,500

 

Total consideration

 

$

6,367

 

Assets acquired and liabilities assumed at the
   dates of acquisition:

 

 

 

Cash and cash equivalents

 

$

77

 

Inventory

 

 

1,623

 

Other assets

 

 

118

 

Environmental receivables

 

 

18

 

Property and equipment

 

 

3,910

 

Right-of-use assets under operating leases

 

 

20,189

 

Options to acquire ownership rights

 

 

1,315

 

Total assets

 

 

27,250

 

Other liabilities

 

 

(223

)

Environmental liabilities

 

 

(431

)

Asset retirement obligations

 

 

(768

)

Operating leases

 

 

(19,291

)

Deferred tax liabilities

 

 

(29

)

Total liabilities

 

 

(20,742

)

Total identifiable net assets

 

 

6,508

 

Bargain gain recorded on the Town Star Acquisition

 

 

(406

)

Goodwill recorded on the Cash and Sons Acquisition

 

$

265

 

 

 

 

 

Consideration paid in cash

 

$

6,367

 

Less: cash and cash equivalent balances acquired

 

 

(77

)

Net cash outflow on acquisition dates

 

$

6,290