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Business Combination
9 Months Ended
Sep. 30, 2023
Business Combination  
Business Combination

Note 2.    Business Combination

Acquisition of Tidewater Convenience, Inc.On September 20, 2022, the Partnership acquired substantially all of the assets of Tidewater Convenience, Inc. (“Tidewater”) in a cash transaction. The acquisition includes 14 company-operated Tidewater convenience stores and 1 fuel site, all located in Virginia. The purchase price was approximately $40.3 million, including inventory. The acquisition was funded with borrowings under the Partnership’s revolving credit facility.

The final fair values of the assets acquired and liabilities assumed as of September 20, 2022, the acquisition date, are set forth in the table below. The excess of the purchase price over the aggregate acquisition date value of identifiable net assets acquired was recorded as goodwill and assigned to the Gasoline Distribution and Station Operations (“GDSO”) segment. Substantially all of the goodwill is expected to be deductible for tax purposes.

The following table presents the final allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

Assets purchased:

   

Inventory

$

1,004

Property and equipment

28,653

Right of use assets

638

Total identifiable assets purchased

30,295

Liabilities assumed:

Accrued expenses and other current liabilities

(908)

Environmental liabilities

(2,154)

Lease liability

(508)

Other non-current liabilities

(3,056)

Total liabilities assumed

(6,626)

Net identifiable assets acquired

23,669

Goodwill

16,651

Net assets acquired

$

40,320

The fair values of the remaining assets and liabilities noted above approximate their carrying values at September 20, 2022, the acquisition date.

Supplemental Pro Forma Information—Revenues and net income not included in the Partnership’s consolidated operating results for Tidewater from January 1, 2022 through the acquisition date were immaterial.