Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions and Divestitures

3. Acquisitions and Divestitures

2022 Acquisitions

On October 28, 2021, we entered into a definitive agreement (the "Purchase Agreement") to acquire all of the outstanding equity interest in Flyers Energy Group, LLC ("Flyers"). Flyers' operations include transportation, commercial fleet fueling, lubricants distribution, and the supply of wholesale, branded and renewable fuels.

The acquisition closed on January 3, 2022 for total estimated consideration of $792.2 million, subject to customary adjustments relating to net working capital, indebtedness and transaction expenses. At closing, $642.7 million, inclusive of $19.7 million for estimated net working capital adjustments, was paid in cash and, at the election of the Company, $50.0 million was satisfied through the delivery of 1,768,034 shares of the Company's common stock at a price of $28.28 per share. The remaining $100.0 million was held back to satisfy potential indemnification and other obligations of the seller, with one-half to be released on the first and second anniversary of the closing of the acquisition, in each case subject to reduction in respect to amounts claimed under the Purchase Agreement. The total purchase consideration also included a receivable of $0.5 million from the seller for estimated working capital adjustments. During the second quarter, the working capital adjustments were updated and as a result the working capital payable to seller increased to $2.3 million, which was paid on July 1, 2022. The acquisition was accounted for as a business combination and is reported in the land segment.

The purchase price allocation was finalized during the third quarter of 2022. The following table summarizes the fair value of the aggregate consideration as well as the final allocation of the purchase price to the fair value of the assets acquired and liabilities assumed (in millions):

	Final Purchase Price Allocation
Consideration:
Cash paid at closing	$	642.7
Working capital adjustment paid to seller	2.3
Common stock issued to seller	50.0
Amount due to sellers (1)	100.0
Total fair value of consideration	$	795.0
Assets acquired and liabilities assumed:
Cash	$	3.3
Accounts receivable	109.8
Inventory	50.9
Property, plant and equipment	126.6
Identifiable intangible assets subject to amortization (2)	162.5
Identifiable intangible assets not subject to amortization (3)	29.3
Accounts payable	(38.0)
Other assets and liabilities, net (4)	(37.3)
Net identifiable assets acquired	407.0
Goodwill (5)	388.0
Net assets acquired	$	795.0

(1)In January 2023, $50 million of the remaining purchase consideration was paid to the seller, with the remaining $50 million expected to be settled in January 2024.

(2)Identifiable intangible assets subject to amortization primarily consist of customer and network relationships and other identifiable assets which will be amortized over a weighted average life of 11.6 years.

(3)Identifiable intangible assets not subject to amortization include trademarks and trade names acquired.

(4)Includes the recognition of right of use assets of $45.0 million and lease liabilities of $46.0 million.

(5)Goodwill is attributable primarily to the expected synergies and other benefits that we believe will result from combining the acquired operations with the operations of our land segment. We anticipate that all of the goodwill assigned to the land segment will be deductible for tax purposes.

Total revenue and income before income taxes of Flyers included in the Company's Consolidated Statement of Income for the period from the date of acquisition through December 31, 2022 were $3.4 billion and $71.2 million, respectively.

The following presents unaudited pro forma combined financial information of the Company for the year ended December 31, 2021 as if the acquisition of Flyers had been completed on January 1, 2021 (in millions):

(unaudited)	For the Year Ended December 31, 2021
Revenue	$	33,849.2
Net income attributable to World Fuel	$	112.5

The unaudited pro forma combined financial information was based on the historical financial information of World Fuel and Flyers and includes (i) incremental amortization expense to be incurred based on the fair values of the identifiable intangible assets acquired; (ii) additional interest expense associated with the incremental borrowings under our Credit Facility to finance the acquisition; (iii) nonrecurring transaction costs recognized in connection with the transaction; and (iv) the tax effect of the pro forma adjustments as well as the recognition of income tax expense

associated with Flyers' historical statements, calculated using statutory tax rates, as Flyers was comprised of limited liability companies not subject to federal and state income taxes prior to the acquisition. The unaudited pro forma combined financial information does not necessarily reflect what the combined company's financial condition or results of operations would have been had the transaction and the related financing occurred on the dates indicated. The unaudited pro forma financial information also may not be useful in predicting the future financial condition and results of operations of the combined company following the transaction. In addition, the unaudited pro forma combined financial information does not give effect to any cost savings, operating synergies or revenue synergies that may result from the transaction, or the costs to achieve any such synergies.

During the year ended December 31, 2022, we also completed an acquisition within our aviation segment. The financial position, results of operations and cash flows of the acquisition have been included in our Consolidated Financial Statements since the acquisition date and did not have a material impact on our Consolidated Financial Statements as of and for the year ended December 31, 2022.

2021 Acquisition

On October 1, 2021, we completed the acquisition of a liquid fuel business which services business and residential customers for a total purchase price of $41.4 million. The transaction was accounted for as a business combination and is reported in our land segment.

2020 Divestiture

On September 30, 2020, we completed the sale of our Multi Service payment solutions business ("MSTS") pursuant to the definitive agreement signed on July 30, 2020, for gross cash proceeds at closing of $303.5 million, subject to working capital adjustments, and a deferred payment of $75.0 million, of which $50.0 million is conditioned on MSTS's achievement of certain financial targets in 2021 and 2022. The contingent consideration was measured at fair value as of the closing date. The sale resulted in a pre-tax gain of $80.0 million, net of costs to sell, recognized during the year ended December 31, 2020. The gain is reported in Other income (expense), net within our Consolidated Statements of Income and Comprehensive Income. Prior to the sale, MSTS was a reporting unit principally reported within the land segment. The sale did not meet the criteria to be reported as a discontinued operation.

During the third quarter of 2021, we collected $25.0 million of the deferred payment related to a note receivable originally due in 2026. No consideration was received with respect to 2021 as the financial targets were not met. As of December 31, 2022, we expect that the amount to be collected based on 2022 financial targets is lower than the original fair value estimated. As a result, a loss of $7.7 million was recognized during the year ended December 31, 2022. The loss is reported in Other income (expense), net within our Consolidated Statements of Income and Comprehensive Income.

2020 Acquisition

On March 4, 2020, we completed the acquisition of the aviation fuel business from Universal Weather and Aviation, Inc. ("UVair fuel business"), which serves business and general aviation customers worldwide. The acquisition was accounted for as a business combination.

The purchase price allocation was finalized in the third quarter of 2020. The following table summarizes the final aggregate consideration, updated for certain working capital items, and the final fair value of the assets acquired and liabilities assumed (in millions):

	Total
Cash paid for acquisition of business	$	129.0
Amounts due to sellers (1)	30.0
Purchase price	$	159.0
Assets acquired:
Accounts receivable	$	42.8
Goodwill and identifiable intangible assets	123.3
Other current and long-term assets	3.8
Liabilities assumed:
Accounts payable	(9.9)
Other current and long-term liabilities	(1.0)
Purchase price	$	159.0

(1)    The total consideration includes a deferred payment that remains partially outstanding as of December 31, 2022.

Goodwill in the amount of $79.1 million was recorded, $70.2 million of which was determined to be deductible for tax purposes. The goodwill was assigned to the aviation segment and is attributable primarily to the expected synergies and other benefits that we believe will result from combining the acquired operations with the operations of our aviation segment. The identifiable intangible assets were $44.3 million and primarily consisted of customer relationships and other identifiable assets.

The financial position, results of operations and cash flows of this acquisition has been included in our Consolidated Financial Statements since the acquisition date and did not have a material impact on our consolidated revenue and net income for the year ended December 31, 2020; accordingly, pro forma information has not been provided.