XML 20 R9.htm IDEA: XBRL DOCUMENT
v3.10.0.1

Acquisitions | 6 Months Ended
--- | ---
Jun. 30, 2018
Business Combinations [Abstract] |
Acquisitions | Acquisitions On January 9, 2018, we entered into an Asset Purchase Agreement with CHS, Inc. to acquire twenty-one (21) owned retail gasoline, convenience store facilities and twelve (12) leased retail gasoline, convenience store facilities, all at various locations in Washington and Idaho (collectively, “Northwest Retail”). On March 23, 2018, we completed the acquisition for cash consideration of approximately $75 million (the “Northwest Retail Acquisition”). As part of the Northwest Retail Acquisition, Par and CHS, Inc. entered into a multi-year branded petroleum marketing agreement for the continued supply of Cenex®-branded refined products to the acquired Cenex® Zip Trip convenience stores. In addition, the parties also entered into a multi-year supply agreement pursuant to which Par will supply refined products to CHS, Inc. within the Rocky Mountain and Pacific Northwest markets. We accounted for the acquisition of Northwest Retail as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with Northwest Retail and utilization of our net operating loss carryforwards, as well as trade names and other intangible assets that do not qualify for separate recognition. The acquired trade names will be amortized over their estimated useful life of three years on a straight-line basis, which approximates their consumptive life. Goodwill recognized as a result of the Northwest Retail Acquisition is expected to be deductible for income tax reporting purposes. A summary of the preliminary fair value of the assets acquired and liabilities assumed is as follows (in thousands):
Cash | $ | 200 |
Inventories | 4,138 |
Prepaid and other current assets | 243 |
Property, plant, and equipment | 30,254 |
Goodwill (1) | 43,662 |
Intangible assets | 3,300 |
Accounts payable and other current liabilities | (757 | )
Long-term capital lease obligations | (5,244 | )
Other non-current liabilities | (1,265 | )
Total | $ | 74,531 |
________________________________________________________ (1) The total goodwill balance of $43.7 million was allocated to our retail segment. We have recorded a preliminary estimate of the fair value of the assets acquired and liabilities assumed and expect to finalize the purchase price allocation during 2018. The primary areas of the purchase price allocation that are not yet finalized relate to capital leases, income taxes, asset retirement obligations, and environmental liabilities. We incurred $0.6 million of acquisition costs related to the Northwest Retail Acquisition for the six months ended June 30, 2018. These costs are included in Acquisition and integration expense on our condensed consolidated statement of operations. No such costs were incurred during the three months ended June 30, 2018.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration