Exhibit 99.2
KOKO’OHA INVESTMENTS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2014 AND THE RELATED UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE SIX MONTHS ENDED MARCH 31, 2014 AND 2013
KOKO‘OHA INVESTMENTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share data)
March 31, 2014 | September 30, 2013 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | 5,058 | $ | 5,754 | ||||
Trade accounts receivable — net | 12,092 | 13,897 | ||||||
Inventories: | ||||||||
Fuel | 6,450 | 8,170 | ||||||
Retail | 923 | 656 | ||||||
Prepaid expenses and other assets | 1,290 | 2,359 | ||||||
Deferred income taxes | 336 | 107 | ||||||
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Total current assets | 26,149 | 30,943 | ||||||
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PROPERTY AND EQUIPMENT — Net | 70,303 | 69,438 | ||||||
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OTHER ASSETS: | ||||||||
Intangible assets — net | 13,195 | 14,079 | ||||||
Employee notes receivable | 599 | 3,675 | ||||||
Other assets | 742 | 867 | ||||||
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Total other assets | 14,536 | 18,621 | ||||||
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TOTAL | $ | 110,988 | $ | 119,002 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Accounts payable | $ | 4,568 | $ | 8,441 | ||||
Accrued payroll and employee benefits | 575 | 555 | ||||||
Other accrued expenses | 6,565 | 6,295 | ||||||
Current portion of notes payable | 3,106 | 4,859 | ||||||
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Total current liabilities | 14,814 | 20,150 | ||||||
NOTES PAYABLE — Less current portion | 39,659 | 41,229 | ||||||
DEFERRED INCOME TAXES | 9,418 | 9,917 | ||||||
OTHER ACCRUED LIABILITIES | 1,939 | 2,296 | ||||||
ASSET RETIREMENT OBLIGATIONS | 3,143 | 3,012 | ||||||
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Total liabilities | 68,973 | 76,604 | ||||||
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COMMITMENTS AND CONTINGENCIES (Note 6) | ||||||||
STOCKHOLDERS’ EQUITY: | ||||||||
Common stock, $1 par value — 25,000,000 shares authorized; 163,155 shares and 15,000,000 shares issued and outstanding at March 31, 2014 and September 30, 2013, respectively | 65,889 | 65,889 | ||||||
Accumulated deficit | (23,874 | ) | (23,491 | ) | ||||
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Total stockholders’ equity | 42,015 | 42,398 | ||||||
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TOTAL | $ | 110,988 | $ | 119,002 | ||||
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1
KOKO‘OHA INVESTMENTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands)
Six months ended March 31, | ||||||||
2014 | 2013 | |||||||
Operating Revenues | $ | 139,893 | $ | 139,268 | ||||
Operating Costs and Expenses: | ||||||||
Cost of revenues | 126,856 | 126,375 | ||||||
Selling, general, and administrative | 10,013 | 10,467 | ||||||
Depreciation and amortization | 2,607 | 2,663 | ||||||
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Total Operating Costs and Expenses | 139,476 | 139,505 | ||||||
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OPERATING INCOME (LOSS) | 417 | (237 | ) | |||||
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OTHER INCOME (EXPENSE): | ||||||||
Interest expense | (1,060 | ) | (1,570 | ) | ||||
Other income | 30 | 32 | ||||||
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Total other expense — net | (1,030 | ) | (1,538 | ) | ||||
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LOSS BEFORE INCOME TAXES | (613 | ) | (1,775 | ) | ||||
INCOME TAX BENEFIT | (230 | ) | (676 | ) | ||||
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NET LOSS | $ | (383 | ) | $ | (1,099 | ) | ||
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2
KOKO‘OHA INVESTMENTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
Six months ended March 31, | ||||||||
2014 | 2013 | |||||||
Cash Flows from Operating Activities: | $ | 2,304 | $ | 3,366 | ||||
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Cash Flows from Investing Activities: | ||||||||
Purchases of property and equipment | (2,753 | ) | (6,272 | ) | ||||
Collections of notes receivable | 3,076 | 128 | ||||||
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Net cash provided by (used in) investing activities | 323 | (6,144 | ) | |||||
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Cash Flows from Financing Activities: | ||||||||
Payments on notes payable | (3,323 | ) | (2,008 | ) | ||||
Borrowings on notes payable | — | 5,000 | ||||||
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Net cash provided by (used in) financing activities | (3,323 | ) | 2,992 | |||||
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (696 | ) | 214 | |||||
CASH AND CASH EQUIVALENTS — Beginning of period | 5,754 | 2,596 | ||||||
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CASH AND CASH EQUIVALENTS — End of period | $ | 5,058 | $ | 2,810 | ||||
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SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH ACTIVITIES: | ||||||||
Taxes paid | $ | 305 | $ | — | ||||
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Interest paid | $ | 1,046 | $ | 1,570 | ||||
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Capital expenditures in accounts payable | $ | 85 | $ | 100 | ||||
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3
KOKO’OHA INVESTMENTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. | ORGANIZATION |
Koko’oha Investments, Inc. (the “KI” or “the Company”) is the parent company of Mid Pac Petroleum, LLC (“MPP”) which operates retail gasoline stations and supplies retail gasoline stations under the 76 brand, markets bulk petroleum products, and owns and operates product terminals in the State of Hawaii.
Prior to September 30, 2013, the Company was a wholly owned subsidiary of Grace Pacific Corporation (“GPC”). In June 2013, GPC entered into a merger agreement to be acquired by Alexander & Baldwin, Inc., (“A&B”) an SEC registrant based in Hawaii. On October 1, 2013, the acquisition transaction was consummated through the purchase by A&B of all the outstanding shares of GPC for cash and A&B stock. KI also effected a reverse stock split resulting in 15 million issued and outstanding shares being converted into 163,155 shares of common stock. On September 30, 2013, prior to the closing of the acquisition, GPC spun off KI by distributing all of its shares held in KI to GPC’s shareholders on a pro rata basis. In connection with the spin off, GPC forgave $17,639,000 of payables and notes due to GPC which was recorded by the Company as a contribution to equity on September 30, 2013.
2. | BASIS OF PRESENTATION |
The condensed consolidated financial statements are unaudited. Because of the nature of the Company’s operations, the results for interim periods are not necessarily indicative of results to be expected for the year. While these condensed consolidated financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results of the interim period, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements. Therefore, the interim condensed consolidated financial statements should be read in conjunction with the consolidated balance sheet as of September 30, 2013 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended and the notes thereto.
3. | FINANCIAL INSTRUMENTS |
The carrying amounts of cash, receivables, and payables are carried at cost, which management believes approximates fair value because of the short-term maturity of these instruments. The carrying values of substantially all the Company’s notes payables approximate their fair value.
4. | INCOME TAXES |
The Company makes certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are applied in the calculation of tax credits, tax benefits and deductions, and in the calculation of certain deferred tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and deferred tax liabilities are adjusted to the extent necessary to reflect tax rates expected to be in effect when the temporary differences reverse. Adjustments may be required to deferred tax assets and deferred tax liabilities due to changes in tax laws and audit adjustments by tax authorities. To the extent adjustments are required in any given period, the adjustments would be included within the tax provision in the condensed consolidated statements of income or balance sheets.
4
For interim financial reporting periods, the Company estimates its effective annual tax rate based on projected taxable income for the full year and records a quarterly tax provision at the estimated annual effective tax rate. In subsequent reporting periods, the Company refines its estimate of taxable income for the full year, and as new information becomes available. Changes to the Company’s estimated effective tax rate for the year are recorded as an adjustment to the income tax provision during the quarter in which the change in estimate occurs, such that the year-to-date provision reflects the expected annual effective tax rate.
5. | RELATED-PARTY TRANSACTIONS |
Revenues for the six months ended March 31, 2013 included $1,241,000 received from GPC primarily for fuel sales.
In October 2011, GPC made an advance to the Company of $9,500,000, which bears interest at 8% per annum. As of September 30, 2012, advances outstanding from GPC totaled $16,000,000, and had no stated maturity date, and such amount was forgiven on September 30, 2013 (see Note 1). The total interest expense recognized on the outstanding advances from GPC approximated $480,000 for the six months ended March 31, 2013.
6. | CONTINGENCIES |
There are various claims and legal actions pending against the Company. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s condensed consolidated financial statements.
7. | SUBSEQUENT EVENTS |
In April 2014, the Company renewed its line of credit for one additional year through April 2015, and increased the maximum borrowing limit to $7,500,000.
In June 2014, Par Petroleum Corporation (“Par”), a Delaware corporation, and its wholly owned subsidiary, entered into an agreement and plan of merger (“Merger Agreement”) with Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the shareholders’ representative. Pursuant to the Merger Agreement, Par expects to acquire all of the equity interests of MPP in exchange for $107 million in cash consideration, subject to certain adjustments. The consummation of the merger is subject to various customary closing conditions and is expected to close in late 2014.
The Company evaluated events that have occurred after the balance sheet date through July 21, 2014, the date the condensed consolidated financial statements were available to be issued. Based upon the evaluation, the Company did not identify any other recognized or non-recognized subsequent events that would have required adjustment to or disclosure in the condensed consolidated financial statements.
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