Note 4—Acquisition

On June 2, 2014, we and our subsidiary entered into an agreement to acquire Koko’oha Investments, Inc. ("Koko'Oha"), a Hawaii corporation, which owns 100% of the issued and outstanding membership interests in Mid Pac Petroleum, LLC, a Delaware limited liability company (“Mid Pac”). Mid Pac is the exclusive licensee of the “76” brand in the State of Hawaii and the owner/operator of several terminals and retail gasoline stations across Hawaii.

On April 1, 2015, we completed the acquisition of Mid Pac for net cash consideration of $73.3 million. The amount paid at closing, net of cash acquired, was $58.3 million. The cash consideration also includes advance deposits of $15.0 million, of which $10 million was paid in 2014, paid prior to closing. In connection with the acquisition, Mid Pac's pre-existing debt of $45.3 million, was fully repaid on the closing date. The acquisition and debt repayment were funded with cash on hand and $55 million of borrowings under the Credit Agreement with the Bank of Hawaii ("Mid Pac Credit Agreement"). Please read Note 8—Debt for further discussion.

We accounted for the acquisition of Mid Pac 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 Mid Pac's, and utilization of our net operating loss carryforwards, as well as other intangible assets that do not qualify for separate recognition. In addition, we recorded certain other identifiable intangible assets including trade names and customer relationships. These intangible assets will be amortized over their estimated useful lives on a straight line basis, which approximates their consumptive life. Please read Note 6—Goodwill and Intangible Assets for further discussion.

A summary of the preliminary estimated fair value of the assets acquired and liabilities assumed is as follows (in thousands):



Cash	$	10,007
Trade accounts receivable	9,914
Inventories	5,398
Prepaid and other current assets	1,449
Property, plant and equipment	39,821
Land	34,800
Goodwill	29,315
Intangible assets	33,647
Other non-current assets	1,228
Accounts payable and other current liabilities	(11,149		)
Deferred tax liability	(18,687		)
Other non-current liabilities	(7,171		)
Total	$	128,572

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 2016. The primary areas of the purchase price allocation that are not yet finalized relate to income taxes, the working capital settlement, and contingent liabilities.

As of December 31, 2014, we had $10 million in deposits related to the Mid Pac acquisition included in Other long-term assets on our unaudited condensed consolidated balance sheets.

The results of operations of Mid Pac are only included in our results beginning April 1, 2015. For the three and six month periods ended June 30, 2015, our results of operations included revenues and net income of $53.6 million and $2.8 million, respectively, related to Mid Pac. The following unaudited pro forma financial information presents our consolidated revenues and net income (loss) as if the Mid Pac acquisition had been completed on January 1, 2014 (in thousands):



	Three Months Ended June 30, 2014			Six Months Ended June 30, 2015		Six Months Ended June 30, 2014
Revenues	$	870,156		$	1,154,620	$	1,672,911
Net income (loss)	(23,685		)	4,671		(21,261		)