Acquisitions Acquisitions (Notes)

3 Months Ended

Mar. 31, 2016

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

ACQUISITIONS

Acquisition of franchise Holiday Stationstores

On March 29, 2016, we closed on the acquisition of 31 franchise Holiday Stationstores (“Holiday”) and 3 company-operated liquor stores from S/S/G Corporation for approximately $52.3 million, including working capital. Of the 34 company-operated stores, 31 are located in Wisconsin and 3 are located in Minnesota. The acquisition was funded by borrowings under our credit facility.

The preliminary fair value of the assets acquired and liabilities assumed on the date of acquisition were as follows (in thousands):

Current assets (excluding inventories)	$	41
Inventories	4,095
Property and equipment	31,993
Intangibles	7,710
Goodwill	8,479
Current liabilities	(56		)
Total consideration, net of cash acquired	$	52,262

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 property and equipment, which consisted of land, 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 5 to 10 years for equipment.

The $6.5 million fair value of the wholesale fuel distribution rights included in intangibles was based on an income approach and 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 $1.0 million fair value of the discount related to lease agreements with below average market value was based on an income approach, and management believes the level and timing of cash flows represent relevant market participant assumptions. The discount related to lease agreements with below average market value is being amortized on a straight-line basis over the term of the respective lease agreements, with an estimated weighted average useful life of 5 years.

Goodwill recorded is primarily attributable to the customer relationships not eligible for recognition as an intangible asset. Management is reviewing the valuation and confirming the result to determine the final purchase price allocation. Of the goodwill recorded, $1.7 million was assigned to the Wholesale segment and $6.8 million was assigned to the Retail segment.

Finalization of Purchase Accounting associated with the Erickson Oil Products, Inc. (“Erickson”) Acquisition

In the first quarter of 2016, we recorded a $1.1 million receivable for a working capital settlement as agreed to with the sellers, reducing net consideration and resulting goodwill. We finalized the purchase accounting for this acquisition with the receivable related to the working capital settlement being the only adjustment recorded in 2016.

Purchase of Wholesale Fuel Supply Contracts from CST

In February 2016, CrossAmerica purchased 21 independent dealer contracts and 11 subwholesaler contracts from CST for $2.9 million. This transaction was approved on behalf of CrossAmerica by the independent conflicts committee of the Board and by the executive committee of the board of directors of CST. See Note 9 of the Condensed Notes to Consolidated Financial Statements for additional information.

Pro Forma Results (Unaudited)

Our pro forma results, giving effect to the Holiday acquisition as well as the February 2015 Erickson and July 2015 One Stop acquisitions and assuming an acquisition date of January 1, 2015, would have been (in thousands, except per unit amounts):

	Three Months Ended March 31,
	2016		2015
	(unaudited)
Total revenues	$	390,038	$	555,495
Net income (loss)	$	1,500	$	(3,681	)
Net income (loss) per limited partnership unit	$	0.02	$	(0.16	)