Business Combination (Tables)

9 Months Ended

Sep. 30, 2022

Tidewater Convenience, Inc

Acquisitions

Schedule of allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed

Assets purchased:
Inventory	$	1,125
Property and equipment		40,706
Right of use assets		828
Total identifiable assets purchased		42,659
Liabilities assumed:
Environmental liabilities		(2,154)
Lease liability		(508)
Other non-current liabilities		(293)
Total liabilities assumed		(2,955)
Net identifiable assets acquired		39,704
Goodwill		738
Net assets acquired	$	40,442

Miller Oil

Acquisitions

Schedule of allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed

Assets purchased:
Inventory	$	2,249
Property and equipment		37,530
Right of use assets		5,139
Intangibles		5,555
Other assets		837
Total identifiable assets purchased		51,310
Liabilities assumed:
Accrued expenses and other current liabilities		(1,190)
Environmental liabilities		(4,816)
Lease liability		(5,969)
Other non-current liabilities		(1,384)
Total liabilities assumed		(13,359)
Net identifiable assets acquired		37,951
Goodwill		22,148
Net assets acquired	$	60,099

Preliminary purchase accounting adjustments to goodwill

Goodwill – June 30, 2022	$	21,800
Decrease in deferred tax asset		128
Increase in environmental liabilities		220
Goodwill – September 30, 2022	$	22,148

Consumers Petroleum

Acquisitions

Schedule of allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed

Assets purchased:
Inventory	$	2,475
Property and equipment		88,262
Right of use assets		4,482
Intangibles		4,136
Other non-current assets		366
Total identifiable assets purchased		99,721
Liabilities assumed:
Accrued expenses and other current liabilities		(192)
Environmental liabilities		(7,161)
Lease liability		(2,372)
Other non-current liabilities		(609)
Total liabilities assumed		(10,334)
Net identifiable assets acquired		89,387
Goodwill		65,340
Net assets acquired	$	154,727

Preliminary purchase accounting adjustments to goodwill

Goodwill – June 30, 2022	$	65,210
Increase in environmental liabilities		130
Goodwill – September 30, 2022	$	65,340