Acquisitions | 12 Months Ended |
Dec. 31, 2014 |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions |
In evaluating potential acquisition candidates, the Partnership considers a number of factors, including strategic fit, desirability of location, purchase price and the ability to improve the productivity and profitability of a location and/or wholesale supply agreement or distribution rights through the implementation of improved operating strategies. The ability to create accretive financial results and/or operational efficiencies due to the relative operational scale and/or geographic concentration, among other strategic factors, may result in a purchase price in excess of the fair value of identifiable assets acquired and liabilities assumed, resulting in the recognition of goodwill. The Partnership strives to make acquisitions accretive to partners’ capital and provide a reasonable long-term return on investment. Goodwill recorded in connection with these acquisitions is primarily attributable to the estimated synergies and enhanced revenue opportunities. |
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With respect to the acquisitions discussed below (other than the Express Lane acquisition), the Partnership concluded the historical balance sheet and operating information concerning these acquisitions would not be meaningful to investors as the Partnership fundamentally changed the nature of the revenue producing assets acquired from the manner in which they were used by the sellers. Thus, other than for the Express Lane and PMI acquisitions, the Partnership did not present pro forma revenues and net income as it was determined that presenting such financial information regarding such acquisitions may mislead investors. |
Acquisition costs incurred during 2014, 2013 and the period from October 31, 2012 through December 31, 2012 were $7.5 million, $1.2 million, and $0.8 million, respectively. Acquisition costs incurred by the Predecessor during the period January 1, 2012 through October 30, 2012 were $0.5 million. Such costs are included in selling, general and administrative expenses. |
Nice N Easy Acquisition |
CST and the Partnership entered into an agreement to purchase, effective November 1, 2014, the convenience store assets, franchisor rights and associated trademarks of Nice N Easy Grocery Shoppes (“Nice N Easy”). Nice N Easy operates corporate and franchise stores in central New York with a concentration in the Syracuse, New York region. Effective on November 1, 2014, CST assigned the rights to acquire the real property and underground storage tanks relating to 23 fee sites of Nice N Easy to LGWS and the fuel distribution agreements with respect to 25 Nice N Easy operated sites to LGW (collectively, the “Assignment”), for aggregate cash consideration of $65 million. The Partnership funded its portion of the acquisition with borrowings under its credit facility. CST purchased the working capital, convenience store operations and franchise operations. |
The conflicts committee approved the original allocation of the purchase price between CST and the Partnership and subsequently approved an adjustment to the allocation of the purchase price so that the aggregate purchase price paid by the Partnership was $53.8 million, resulting in a payment in December 2014 of approximately $11.4 million from CST to the Partnership. In approving the transaction, the conflicts committee based its decisions in part on an opinion from its independent financial advisor that the consideration to be paid by the Partnership is fair to the unaffiliated common unitholders of the Partnership from a financial point of view. |
LGWS leases the acquired real estate to a subsidiary of CST, which will operate the sites. In addition, LGW distributes fuel to a subsidiary of CST that operates the acquired sites pursuant to a wholesale fuel distribution agreement. See Note 20 for additional discussion of the lease and wholesale fuel distribution agreements. |
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): |
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| | Preliminary | | | | | | | | | | | | | | | | | |
Purchase Price | | | | | | | | | | | | | | | | |
Allocation | | | | | | | | | | | | | | | | |
Other current assets | | $ | 220 | | | | | | | | | | | | | | | | | |
Property and equipment | | | 33,000 | | | | | | | | | | | | | | | | | |
Other assets | | | 4,015 | | | | | | | | | | | | | | | | | |
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Net identifiable assets | | | 37,235 | | | | | | | | | | | | | | | | | |
Goodwill | | | 16,585 | | | | | | | | | | | | | | | | | |
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Net assets | | $ | 53,820 | | | | | | | | | | | | | | | | | |
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The above estimated fair values of assets and liabilities acquired are provisional and based on information that was available as of the acquisition date, including the allocation of the purchase price between CST and the Partnership. The Partnership believes the information provides a reasonable basis for estimating the fair values. The purchase price allocation is preliminary pending a final valuation of the assets and liabilities, including a final valuation of property and equipment, intangible assets and the impact of income taxes. Thus, the provisional measurements of estimated fair value reflected are subject to change, and such change could be significant. The Partnership expects to finalize the valuation and complete the accounting for the transaction as soon as practicable, but no later than one year from the acquisition date. |
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The fair value of land, buildings, and equipment was based on a cost approach, with the fair value of an asset estimated by reference to the replacement cost to obtain a substitute asset of comparable features and functionality, and is the amount a willing market participant would pay for such an asset, taking into consideration the asset condition as well as any physical deterioration, functional obsolescence, and/or economic obsolescence. The buildings and equipment are being depreciated on a straight-line basis, with estimated useful lives of 20 years for buildings and underground storage tanks. |
Other assets consists of net deferred tax assets associated with the difference between the book and tax bases of the net assets acquired. |
A substantial portion of the goodwill represents the value that would have been allocated to wholesale fuel distribution rights. However, because the wholesale fuel distribution rights have been acquired as a result of CST assigning them to the Partnership and we are entities under common control, this intangible is not permitted to be recognized and so the residual value has been allocated to goodwill. |
Aggregate incremental revenues since the closing of the Nice N Easy acquisition included in the Partnership’s statement of operations were $13.6 million for 2014. |
PMI Acquisition |
On April 28, 2014, the Partnership exercised an option (the “Option”) to purchase 100% of the membership interests of Pinehurst Petroleum, LLC (“Pinehurst”) from Joseph L. Smith III and John A. Kopfer, Jr. (collectively, “Smith/Kopfer”) for $4.0 million. Pinehurst’s sole asset was an Agreement and Plan of Merger among Pinehurst, PMI Merger Sub, Inc., a wholly-owned subsidiary of Pinehurst (“Sub”), Petroleum Marketers, Incorporated, (“PMI”), Petroleum Marketers, Incorporated Employee Stock Ownership Trust and Ronald R. Hare, in his capacity as representative (the “Merger Agreement”), pursuant to which Pinehurst agreed to acquire all of the shares of PMI for $73.5 million inclusive of an adjustment for working capital, through the merger (the “Merger”) of Sub and PMI. Under the terms of the Merger Agreement, the stockholders of PMI agreed to escrow $5.0 million for 25 months after the closing date of the Merger to secure the indemnity provisions contained in the Merger Agreement for the benefit of Pinehurst. The transaction was funded with borrowings under the credit facility. On April 30, 2014, pursuant to the Option, the Partnership purchased all of the equity interests of Pinehurst ($1.0 million of the consideration has been included in accrued expenses and other current liabilities at December 31, 2014). Subsequent to such purchase, the Merger became effective and, as a result, the Partnership became the owner of PMI. |
PMI operates two primary lines of business: convenience stores and petroleum products distribution. In its convenience store business, PMI operates 87 convenience stores and nine co-located branded quick service restaurants located in Virginia and West Virginia. PMI also leases 7 sites to lessee dealers. The convenience stores distribute primarily branded fuel and operate under PMI’s own proprietary convenience store brand, “Stop in Food Stores.” The petroleum products business distributes motor fuels and other petroleum products to customers throughout Virginia, West Virginia, Tennessee and North Carolina. The acquisition augmented the Partnership’s presence in Virginia and complements the existing Tennessee operations. |
In accordance with the Merger Agreement, the Partnership accrued $3.2 million payable to the sellers for the tax benefit received from the termination and payment of PMI’s non-qualified retirement plans. Such payment was accounted for as part of the purchase price. |
On May 1, 2014, immediately subsequent to the effectiveness of the Merger, the Partnership caused PMI to divest its lubricants business (the “Lubricants Business”) to Zimri Holdings, LLC (“Zimri”), an entity owned by Smith/Kopfer, for the sum of $14.0 million pursuant to an Asset Purchase Agreement (the “APA”) between PMI and Zimri. A trust controlled by Joseph V. Topper, Jr., Chairman and CEO of the General Partner, financed the purchase of the Lubricants Business by Zimri pursuant to a loan to Zimri. The financing by Mr. Topper’s trust was approved by the former conflicts committee of the board of directors of the General Partner. In 2014, the trust that financed the purchase acquired the Lubricants Business. |
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The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date, the fair value of the net assets divested as part of the Lubricants Business and the preliminary fair values of the assets acquired and liabilities assumed net of the divestiture (in thousands): |
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| | Preliminary | | | Cumulative | | | Adjusted | | | Divestiture | | | Adjusted | |
Purchase Price | Adjustments | Preliminary | of | Preliminary |
Allocation | | Purchase Price | Lubricants | Purchase Price |
| | Allocation | Business | Allocation net |
| | | | of Divestiture |
Accounts receivable | | $ | 21,368 | | | $ | — | | | $ | 21,368 | | | $ | 2,038 | | | $ | 19,330 | |
Inventory | | | 19,040 | | | | — | | | | 19,040 | | | | 6,157 | | | | 12,883 | |
Other current assets | | | 2,903 | | | | — | | | | 2,903 | | | | 5 | | | | 2,898 | |
Property and equipment | | | 48,770 | | | | 4,022 | | | | 52,792 | | | | 4,437 | | | | 48,355 | |
Intangible assets | | | 15,000 | | | | 13,671 | | | | 28,671 | | | | — | | | | 28,671 | |
Other noncurrent assets | | | 210 | | | | — | | | | 210 | | | | — | | | | 210 | |
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Total identifiable assets | | | 107,291 | | | | 17,693 | | | | 124,984 | | | | 12,637 | | | | 112,347 | |
Accounts payable | | | 36,310 | | | | — | | | | 36,310 | | | | 2,864 | | | | 33,446 | |
Motor fuel taxes payable | | | 303 | | | | — | | | | 303 | | | | — | | | | 303 | |
Accrued expenses and other current liabilities | | | 2,371 | | | | 3,184 | | | | 5,555 | | | | — | | | | 5,555 | |
Deferred tax liabilities | | | 18,787 | | | | 6,606 | | | | 25,393 | | | | — | | | | 25,393 | |
Other noncurrent liabilities | | | — | | | | 2,530 | | | | 2,530 | | | | — | | | | 2,530 | |
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Net identifiable assets | | | 49,520 | | | | 5,373 | | | | 54,893 | | | | 9,773 | | | | 45,120 | |
Goodwill | | | 23,996 | | | | (5,373 | ) | | | 18,623 | | | | 4,227 | | | | 14,396 | |
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Net assets | | $ | 73,516 | | | $ | — | | | $ | 73,516 | | | $ | 14,000 | | | $ | 59,516 | |
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During 2014, the Partnership increased the value ascribed to property and equipment, intangible assets, above market lease liabilities and recorded the liability to the sellers related to the tax benefit associated with the termination and payment of the non-qualified retirement plans discussed previously. |
The above fair values of assets and liabilities acquired are provisional and based on information that was available as of the acquisition date. The Partnership believes the information provides a reasonable basis for estimating the fair values. The purchase price allocation is preliminary pending a final valuation of the assets and liabilities, including a final valuation of property and equipment, intangible assets and the impact of income taxes. Thus, the provisional measurements of fair value reflected are subject to change, and such change could be significant. The Partnership expects to finalize the valuation and complete the accounting for the transaction as soon as practicable, but no later than one year from the acquisition date. |
The fair value of inventory was estimated at retail selling price less costs and a reasonable profit allowance for the selling effort. |
The fair value of land, buildings, and equipment was based on a cost approach, with the fair value of an asset estimated by reference to the replacement cost to obtain a substitute asset of comparable features and functionality, and is the amount a willing market participant would pay for such an asset, taking into consideration the asset condition as well as any physical deterioration, functional obsolescence, and/or economic obsolescence. The buildings and equipment are being depreciated on a straight-line basis, with estimated useful lives of 20 years for buildings and 5 to 15 years for equipment. |
The $7.7 million fair value of the wholesale fuel distribution rights was based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the wholesale fuel distribution rights over their estimated remaining useful life, using probability-weighted cash flows, using discount rates considered appropriate given the inherent risks associated with this type of transaction. 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. |
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The $15.2 million fair value of the wholesale fuel supply agreements was based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the wholesale fuel supply agreements over their estimated remaining useful life, using probability-weighted cash flows, generally assumed to extend through the term of the wholesale fuel supply contracts, and using discount rates considered appropriate given the inherent risks associated with this type of agreement. Management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel supply agreements are being amortized on an accelerated basis over an estimated useful life of approximately 10 years. |
The $5.0 million fair value of the discount related to lease agreements with below average market value and the $2.5 million fair value of the discount related to lease agreements with above average market value were based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the lease agreements over their estimated remaining useful life, generally assumed to extend through the term of the lease agreements, and using discount rates considered appropriate given the inherent risks associated with this type of agreement. The Partnership believes the level and timing of cash flows represent relevant market participant assumptions. The discount related to lease agreements with above/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. |
The $0.9 million fair value of the trademark was based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the trademark. |
Goodwill recorded is primarily attributable to the deferred tax liabilities arising from the application of purchase accounting. |
Aggregate incremental revenues since the closing of the PMI acquisition included in the Partnership’s statement of operations were $620.0 million for 2014. |
The following is unaudited pro forma information related to the PMI acquisition as if the transaction had occurred on January 1, 2013 (in thousands): |
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| | Year Ended December 31, | | | | | | | | | | | | | |
| | 2014 | | | 2013 | | | | | | | | | | | | | |
Total revenues | | $ | 2,936,109 | | | $ | 2,961,737 | | | | | | | | | | | | | |
Net income | | | (7,914 | ) | | | 13,687 | | | | | | | | | | | | | |
Atlas Acquisition |
On May 19, 2014, the Partnership completed its acquisition of 52 wholesale supply contracts, one sub-wholesaler contract, nine fee sites, six leasehold sites and certain other assets from affiliates of Atlas Oil Company (“Atlas”) for $34.0 million. In addition, the Partnership acquired certain short-term notes receivable associated with the wholesale supply and commission marketing contracts for $5.2 million, bringing total consideration to $39.2 million, subject to closing adjustments. The transaction was funded by borrowings under the Partnership’s credit facility and $4.0 million of proceeds from the sale of the Lubricants Business that were directed to an escrow agent as part of an Internal Revenue Code Section 1031 like-kind exchange. |
These assets are located in the Chicago, Illinois area and are branded BP. The wholesale supply contracts have a remaining average term of 15 years and the fee or leasehold sites are currently leased to third party commission agents. The short-term notes receivable relate to previously negotiated purchase agreements of certain sites by the dealers occupying the locations. All of the notes receivable relate to sites supplied under contracts acquired in this transaction. |
In connection with the acquisition, Sam Simon, Chairman and Chief Executive Officer of Atlas Oil Company, entered into a non-compete agreement that generally restricts him and entities controlled by him from (a) engaging in the wholesale distribution of motor fuel or owning or operating a retail motor fuel facility and/or convenience store within certain territories for one year after the closing date, and (b) constructing any new retail motor fuel facility and/or convenience stores within certain territories for five years after the closing date. |
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The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): |
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| | Preliminary | | | Cumulative | | | Adjusted | | | | | | | | | |
Purchase Price | Adjustments | Preliminary | | | | | | | | |
Allocation | | Purchase Price | | | | | | | | |
| | Allocation | | | | | | | | |
Inventory | | $ | 280 | | | $ | — | | | $ | 280 | | | | | | | | | |
Property and equipment | | | 21,735 | | | | (2,775 | ) | | | 18,960 | | | | | | | | | |
Intangible assets | | | 15,043 | | | | 2,782 | | | | 17,825 | | | | | | | | | |
Other noncurrent assets | | | 5,170 | | | | 368 | | | | 5,538 | | | | | | | | | |
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Total identifiable assets | | | 42,228 | | | | 375 | | | | 42,603 | | | | | | | | | |
Accrued expenses and other current liabilities | | | 1,111 | | | | 77 | | | | 1,188 | | | | | | | | | |
Other noncurrent liabilities | | | 932 | | | | 1,260 | | | | 2,192 | | | | | | | | | |
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Net assets | | $ | 40,185 | | | $ | (962 | ) | | $ | 39,223 | | | | | | | | | |
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During 2014, the Partnership increased the value ascribed to intangible assets, decreased the value ascribed to property and equipment and increased the value ascribed to above market lease liabilities. |
The above fair values of assets and liabilities acquired are provisional and based on information that was available as of the acquisition date. The Partnership believes the information provides a reasonable basis for estimating the fair values. The purchase price allocation is preliminary pending a final valuation of the assets and liabilities, including a final valuation of property and equipment, intangible assets and the impact of income taxes. Thus, the provisional measurements of fair value reflected are subject to change, and such change could be significant. The Partnership expects to finalize the valuation and complete the accounting for the transaction as soon as practicable, but no later than one year from the acquisition date. |
The fair value of land, buildings, and equipment was based on a cost approach, with the fair value of an asset estimated by reference to the replacement cost to obtain a substitute asset of comparable features and functionality, and is the amount a willing market participant would pay for such an asset, taking into consideration the asset condition as well as any physical deterioration, functional obsolescence, and/or economic obsolescence. The buildings and equipment are being depreciated on a straight-line basis, with estimated useful lives of 20 years for buildings and 5 to 15 years for equipment. |
The approximate $15.4 million fair value of the wholesale fuel supply agreements was based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the wholesale fuel supply agreements over their estimated remaining useful life, using probability-weighted cash flows, generally assumed to extend through the term of the wholesale fuel supply contracts, and using discount rates considered appropriate given the inherent risks associated with this type of agreement. Management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel supply agreements are being amortized on an accelerated basis over an estimated useful life of approximately 10 years. |
The approximate $1.5 million fair value of the wholesale fuel distribution rights was based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the wholesale fuel distribution rights over their estimated remaining useful life, using probability-weighted cash flows, using discount rates considered appropriate given the inherent risks associated with this type of transaction. 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 approximate $0.6 million fair value of the covenant not to compete was based on an income approach, with the fair value estimated to be the difference between the present value of after-tax cash flows with and without the covenant not to compete in place, using probability-weighted cash flows, using discount rates considered appropriate given the inherent risks associated with this type of transaction. Management believes the level and timing of cash flows represent relevant market participant assumptions. The covenant not to compete intangible asset is being amortized on a straight-line basis over a 5-year period. |
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The approximate $0.4 million fair value of the discount related to lease agreements with below average market value and the $1.3 million fair value of the discount related to lease agreements with above average market value were based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the lease agreements over their estimated remaining useful life, generally assumed to extend through the term of the lease agreements, and using discount rates considered appropriate given the inherent risks associated with this type of agreement. The Partnership believes the level and timing of cash flows represent relevant market participant assumptions. The discount related to lease agreements with above/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. |
Aggregate incremental revenues since the closing of the Atlas acquisition included in the Partnership’s statement of operations were $134.8 million for 2014. |
Manchester Acquisition |
On December 19, 2013, the Partnership completed its purchase of certain assets from Manchester Marketing, Inc. (“Manchester”), pursuant to which the Partnership purchased 44 independent dealer supply contracts, five sub-wholesale supply contracts, two leasehold motor fuel stations and certain other assets and equipment, which were held or used by Manchester in connection with their motor fuels and related convenience store businesses located in the Richmond, Virginia area, for $10.7 million. The purchase price was funded by borrowings under the Credit Facility. |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): |
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Accounts receivable | | $ | 78 | | | | | | | | | | | | | | | | | |
Inventory | | | 56 | | | | | | | | | | | | | | | | | |
Property and equipment | | | 230 | | | | | | | | | | | | | | | | | |
Notes receivable | | | 437 | | | | | | | | | | | | | | | | | |
Intangible assets | | | 10,271 | | | | | | | | | | | | | | | | | |
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Total identifiable assets | | | 11,072 | | | | | | | | | | | | | | | | | |
Other liabilities | | | 355 | | | | | | | | | | | | | | | | | |
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Net identifiable assets | | | 10,717 | | | | | | | | | | | | | | | | | |
Goodwill | | | 23 | | | | | | | | | | | | | | | | | |
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Net assets acquired | | $ | 10,740 | | | | | | | | | | | | | | | | | |
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The fair value of land, buildings, and equipment was based on a cost approach, with the fair value of an asset estimated by reference to the replacement cost to obtain a substitute asset of comparable features and functionality, and is the amount a willing market participant would pay for such an asset, taking into consideration the asset condition as well as any physical deterioration, functional obsolescence, and/or economic obsolescence. The buildings and equipment are being depreciated on a straight-line basis, with estimated useful lives of 20 years for buildings and 5 to 15 years for equipment. |
The $9.1 million fair value of the wholesale fuel supply agreements was based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the wholesale fuel supply agreements over their estimated remaining useful life, using probability-weighted cash flows, generally assumed to extend through the term of the wholesale fuel supply contracts, and using discount rates considered appropriate given the inherent risks associated with this type of agreement. Management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel supply agreements are being amortized on a straight-line basis over an estimated useful life of approximately 10 years. |
The $1.1 million fair value of the covenant not to compete was based on an income approach, with the fair value estimated to be the difference between the present value of after-tax cash flows with and without the covenant not to compete in place, using probability-weighted cash flows, using discount rates considered appropriate given the inherent risks associated with this type of transaction. Management believes the level and timing of cash flows represent relevant market participant assumptions. The covenant not to compete intangible asset is being amortized on a straight-line basis over a 5-year period. |
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Rocky Top Acquisition |
Effective September 24, 2013, the Partnership completed its purchase of certain assets from Rocky Top Markets, LLC and Rocky Top Properties, LLC (collectively, “Rocky Top”), pursuant to which the Partnership purchased one motor fuel station, three leasehold motor fuel stations, assumed certain third-party supply contracts and purchased certain other assets, which were held or used by Rocky Top in connection with their motor fuels and related convenience store businesses located in the Knoxville, Tennessee area. Concurrent with the closing, the Partnership entered into a lease for 29 motor fuel stations that the Partnership is obligated to purchase, at the election of Rocky Top, either (a) in whole for $26.2 million on or about August 1, 2015, or (b) in approximately equal parts over a 5 year period for an average of $5.3 million per year beginning in 2016. Due to the obligation to purchase the sites under the lease, the lease is accounted for as a seller financing. In conjunction with the seller financing, the transfer of title of the property and equipment recorded as part of the accounting for the business combination is expected to occur at the time of the final payment. As such, the Partnership recorded $26.2 million of debt, which was preliminarily determined to be its fair value. See Note 10 for additional details. The Partnership paid $10.7 million in cash to Rocky Top at closing, which was funded by borrowings under the Credit Facility. |
Simultaneously, LGO completed its purchase of certain retail assets from Rocky Top (including fuel and merchandise inventory). The conflicts committee of the General Partner determined that the apportionment of the consideration payable by each of the Partnership and LGO and the terms and conditions of the agreements with LGO are fair and reasonable to the Partnership. The income that these assets generate is non-qualifying for federal income tax purposes. Subsequent to the closing, the Partnership and LGO entered into a sublease agreement for all of the sites and a fuel distribution agreement for the purchase and sale of wholesale fuel. |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): |
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Property and equipment | | $ | 33,560 | | | | | | | | | | | | | | | | | |
Intangible assets | | | 3,560 | | | | | | | | | | | | | | | | | |
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Total identifiable assets | | | 37,120 | | | | | | | | | | | | | | | | | |
Other liabilities | | | 372 | | | | | | | | | | | | | | | | | |
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Net identifiable assets acquired | | | 36,748 | | | | | | | | | | | | | | | | | |
Goodwill | | | 102 | | | | | | | | | | | | | | | | | |
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Net assets acquired | | $ | 36,850 | | | | | | | | | | | | | | | | | |
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During the fourth quarter of 2013, based on additional valuation analysis completed, the Partnership increased the value ascribed to intangible assets and recorded other insignificant adjustments as reflected above. |
The fair value of land, buildings, and equipment was based on a cost approach, with the fair value of an asset estimated by reference to the replacement cost to obtain a substitute asset of comparable features and functionality, and is the amount a willing market participant would pay for such an asset, taking into consideration the asset condition as well as any physical deterioration, functional obsolescence, and/or economic obsolescence. The buildings and equipment are being depreciated on a straight-line basis, with estimated useful lives of 20 years for buildings and 5 to 15 years for equipment. |
The $2.8 million fair value of the wholesale fuel distribution rights was based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the wholesale fuel distribution rights over their estimated remaining useful life, using probability-weighted cash flows, using discount rates considered appropriate given the inherent risks associated with this type of transaction. 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 $0.3 million fair value of the trademark was based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the trademark. |
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Rogers Acquisition |
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On September 19, 2013, the Partnership completed its purchase of certain assets from Rogers Petroleum, Inc. and affiliates (“Rogers”), pursuant to which the Partnership purchased 13 motor fuel stations, four leasehold motor fuel stations and certain other assets, which were held or used by Rogers in connection with their motor fuels and related convenience store businesses located in the Tri-Cities region of Tennessee, for $20.0 million. The purchase price was funded by borrowings under the Credit Facility. One of the sites initially leased was purchased on October 23, 2013 for $1.1 million. |
Simultaneously, LGO completed its purchase of certain retail assets from Rogers (including fuel and merchandise inventory). The conflicts committee of the General Partner determined that the apportionment of the consideration payable by each of the Partnership and LGO and the terms and conditions of the agreements with LGO are fair and reasonable to the Partnership. The income that these assets generate is non-qualifying for federal income tax purposes. Subsequent to the closing, the Partnership and LGO entered into a sublease agreement for all of the sites and a fuel distribution agreement for the purchase and sale of wholesale fuel. |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): |
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Property and equipment | | $ | 18,930 | | | | | | | | | | | | | | | | | |
Intangible assets | | | 2,370 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total identifiable assets | | | 21,300 | | | | | | | | | | | | | | | | | |
Other liabilities | | | 273 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net identifiable assets acquired | | | 21,027 | | | | | | | | | | | | | | | | | |
Goodwill | | | 98 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net assets acquired | | $ | 21,125 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The fair value of land, buildings, and equipment was based on a cost approach, with the fair value of an asset estimated by reference to the replacement cost to obtain a substitute asset of comparable features and functionality, and is the amount a willing market participant would pay for such an asset, taking into consideration the asset condition as well as any physical deterioration, functional obsolescence, and/or economic obsolescence. The buildings and equipment are being depreciated on a straight-line basis, with estimated useful lives of 20 years for buildings and 5 to 15 years for equipment. |
The $1.7 million fair value of the wholesale fuel distribution rights was based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the wholesale fuel distribution rights over their estimated remaining useful life, using probability-weighted cash flows, using discount rates considered appropriate given the inherent risks associated with this type of transaction. 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 $0.4 million fair value of the covenant not to compete was based on an income approach, with the fair value estimated to be the difference between the present value of after-tax cash flows with and without the covenant not to compete in place, using probability-weighted cash flows, using discount rates considered appropriate given the inherent risks associated with this type of transaction. Management believes the level and timing of cash flows represent relevant market participant assumptions. The covenant not to compete intangible asset is being amortized on a straight-line basis over a 5-year period. |
|
Dunmore Acquisition |
On December 21, 2012 (the “Dunmore Acquisition Date), the Partnership completed (the “Dunmore Closing”) its acquisition of certain assets (the “Dunmore Acquisition”) of Dunmore Oil Company, Inc. and JoJo Oil Company, Inc. (together, the “Dunmore Sellers”) as contemplated by the Asset Purchase Agreement, as amended (the “Dunmore Purchase Agreement”), by and among the Partnership, a subsidiary of the Partnership, the Dunmore Sellers, and, for limited purposes, Joseph Gentile, Jr. Pursuant to the Dunmore Purchase Agreement, the Dunmore Sellers sold to the Partnership substantially all of the assets (collectively, the “Dunmore Assets”) held and used by the Dunmore Sellers in connection with their gasoline and diesel retail outlet and related convenience store businesses (the “Dunmore Retail Business”). In connection with this transaction, the Partnership acquired the real estate of 24 motor fuel service stations, 23 of which are fee simple interests and one of which is a leasehold interest. |
LGO leases the sites from the Partnership and operates the Dunmore Retail Business. In addition, as contemplated by the Dunmore Purchase Agreement, certain of the non-qualifying income generating Dunmore Assets (for federal income tax purposes) and certain non-qualifying liabilities of the Dunmore Sellers were assigned by the Partnership to LGO. LGO paid the Partnership $0.5 million for advanced rent payments. The Dunmore Sellers are permitted to continue to operate certain portions of their business relating to sales of heating oil, propane and unbranded motor fuels. |
As consideration for the Dunmore Assets, the Partnership paid (i) $28.0 million in cash to the Dunmore Sellers; (ii) $0.5 million in cash to Mr. Gentile as consideration for his agreeing, for a period of five years following the Dunmore Closing, to not compete in the Dunmore Retail Business, to not engage in the sale or distribution of branded motor fuels, and to not solicit or hire any of the Partnership affiliates’ employees; and (iii) $0.5 million in cash to be held in escrow and delivered to the Dunmore Sellers upon the Partnership’s receipt of written evidence concerning the payment of certain of the Dunmore Sellers’ pre-closing tax liabilities. |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): |
|
| | | | | | | | | | | | | | | | | | | | |
Property and equipment | | $ | 22,800 | | | | | | | | | | | | | | | | | |
Intangible assets | | | 6,800 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total identifiable assets | | | 29,600 | | | | | | | | | | | | | | | | | |
Other liabilities | | | 967 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net identifiable assets acquired | | | 28,633 | | | | | | | | | | | | | | | | | |
Goodwill | | | 367 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net assets acquired | | $ | 29,000 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The fair value of land, buildings, and equipment was based on a cost approach, with the fair value of an asset estimated by reference to the replacement cost to obtain a substitute asset of comparable features and functionality, and is the amount a willing market participant would pay for such an asset, taking into consideration the asset condition as well as any physical deterioration, functional obsolescence, and/or economic obsolescence. The buildings and equipment are being depreciated on a straight-line basis, with estimated useful lives of 20 years for buildings and 5 to 15 years for equipment. |
The $6.3 million fair value of the wholesale fuel distribution rights was based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the wholesale fuel distribution rights over their estimated remaining useful life, using probability-weighted cash flows, using discount rates considered appropriate given the inherent risks associated with this type of transaction. 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 $0.5 million fair value of the covenant not to compete was based on an income approach, with the fair value estimated to be the difference between the present value of after-tax cash flows with and without the covenant not to compete in place, using probability-weighted cash flows, using discount rates considered appropriate given the inherent risks associated with this type of transaction. Management believes the level and timing of cash flows represent relevant market participant assumptions. The covenant not to compete intangible asset is being amortized on a straight-line basis over the 5-year term of the covenant. |
|
Express Lane Acquisition |
On December 21, 2012, LGWS entered into a Stock Purchase Agreement (the “Express Lane Stock Purchase Agreement”) with James E. Lewis, Jr., Linda N. Lewis, James E. Lewis, III and Reid D. Lewis (collectively, the “Express Lane Sellers”), pursuant to which the Express Lane Sellers sold to LGWS all of the outstanding capital stock (collectively, the “Express Lane Shares”) of Express Lane, Inc. (“Express Lane”), the owner and operator of various retail convenience stores, which include the retail sale of motor fuels and quick service restaurants, at various locations in Florida. |
In connection with the purchase of the Express Lane Shares, LGWS acquired forty-one motor fuel service stations, one as a fee simple interest and forty as leasehold interests. In connection with the purchase of the Express Lane Shares, on December 21, 2012, LGPR entered into a Purchase and Sale Agreement (the “Express Lane Purchase and Sale Agreement” and, together with the Express Lane Stock Purchase Agreement, the “Express Lane Agreements”) with Express Lane. Under the Express Lane Purchase and Sale Agreement, LGPR acquired, prior to the Express Lane Purchaser’s acquisition of the Express Lane Shares, an additional fee simple interest in six properties and two fuel purchase agreements (collectively, the “Express Lane Property”) from Express Lane. |
On December 21, 2012, LGPR completed the acquisition of the Express Lane Property from the Express Lane Sellers, as contemplated by the Express Lane Purchase and Sale Agreement. In addition, on December 22, 2012, LGWS completed (the “Express Lane Closing”) the acquisition of the Express Lane Shares from the Express Lane Sellers, as contemplated by the Express Lane Stock Purchase Agreement. The transactions contemplated by the Express Lane Agreements are together referred to as the “Express Lane Acquisition.” |
As a result of the Express Lane acquisition, LGO leases the sites from the Partnership and operates Express Lane’s gasoline and diesel retail outlet business and its related convenience store business (the “Express Lane Retail Business”). In addition, certain of the non-qualifying income generating assets (for federal income tax purposes) related to the Express Lane Retail Business and certain non-qualifying liabilities of the Express Lane Sellers were assigned to LGO. LGO paid the Partnership $1.0 million for advanced rent payments. During the three months ended September 30, 2013, the Partnership paid $1.7 million of additional purchase price consideration for the net working capital of the Express Lane Retail Business (see Note 7). Because the net working capital was transferred to LGO at the acquisition date, LGO repaid this amount to the Partnership in October 2013. |
Under the Express Lane Agreements, the aggregate purchase price (the “Express Lane Purchase Price”) for the Express Lane Property and the Express Lane Shares was $45.2 million, inclusive of $1.7 million of certain post-closing adjustments. Of the Express Lane Purchase Price, LGWS paid an aggregate of $41.9 million to the Express Lane Sellers and placed an aggregate of $1.1 million into escrow, of which $1.0 million has been placed into escrow to fund any indemnification or similar claims made under the Express Lane Agreements by the parties thereto, and $0.1 million has been placed into escrow pending the completion of certain environmental remediation measures. In addition to the Express Lane Purchase Price, LGPR also placed $0.5 million into escrow to indemnify the Express Lane Sellers for certain tax obligations resulting from the sale of the Express Lane Property. |
Under the Express Lane Stock Purchase Agreement, the Express Lane Sellers have agreed not to compete in the retail motor fuel or convenience store business within the State of Florida for a period of four years following the Express Lane Closing. In addition, pursuant to the Express Lane Stock Purchase Agreement, each of the Express Lane Sellers executed a general release in favor of LGWS, Express Lane and their respective affiliates. |
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): |
|
| | | | | | | | | | | | | | | | | | | | |
Net working capital | | $ | 1,720 | | | | | | | | | | | | | | | | | |
Property and equipment | | | 28,645 | | | | | | | | | | | | | | | | | |
Intangible assets | | | 19,700 | | | | | | | | | | | | | | | | | |
Environmental indemnification asset | | | 1,177 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total identifiable assets | | | 51,242 | | | | | | | | | | | | | | | | | |
Environmental liabilities | | | 1,177 | | | | | | | | | | | | | | | | | |
Other liabilities | | | 9,566 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total identifiable liabilities | | | 10,743 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net identifiable assets acquired | | | 40,499 | | | | | | | | | | | | | | | | | |
Goodwill | | | 4,714 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net assets acquired | | $ | 45,213 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The fair value of land, buildings and equipment was based on a cost approach, with the fair value of an asset estimated by reference to the replacement cost to obtain a substitute asset of comparable features and functionality, and is the amount a willing market participant would pay for such an asset, taking into consideration the asset condition as well as any physical deterioration, functional obsolescence and/or economic obsolescence. The buildings and equipment are being depreciated on a straight-line basis, with estimated useful lives of 20 years for buildings and 5 to 15 years for equipment. |
The $15.4 million fair value of the wholesale fuel distribution rights was based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the wholesale fuel distribution rights over their estimated remaining useful life, using probability-weighted cash flows, using discount rates considered appropriate given the inherent risks associated with this type of transaction. The Partnership 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 $3.8 million fair value of the discount related to lease agreements with below average market value and the $2.6 million fair value of the discount related to lease agreements with above average market value were based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the lease agreements over their estimated remaining useful life, generally assumed to extend through the term of the lease agreements, and using discount rates considered appropriate given the inherent risks associated with this type of agreement. The Partnership believes the level and timing of cash flows represent relevant market participant assumptions. The discount related to lease agreements with above/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. |
The $0.5 million fair value of the covenant not to compete was based on an income approach, with the fair value estimated to be the difference between the present value of after-tax cash flows with and without the covenant not to compete in place, using probability-weighted cash flows, using discount rates considered appropriate given the inherent risks associated with this type of transaction. Management believes the level and timing of cash flows represent relevant market participant assumptions. The covenant not to compete intangible asset is being amortized on a straight-line basis over the 4-year term of the covenant. |