Introduction to Unaudited Pro Forma Combined Financial Information
Exhibit 99.4
Introduction to Unaudited Pro Forma Combined Financial Information
As previously disclosed on June 17, 2013, Hawaii Pacific Energy, LLC, a Delaware limited liability company (“HPE” or the “Buyer”) and wholly owned subsidiary of Par Petroleum Corporation entered into a Membership Interest Purchase Agreement (as amended, the “TSO Purchase Agreement”). Pursuant to the TSO Purchase Agreement, the Buyer agreed to acquire (the “Acquisition”) from Tesoro Corporation, a Delaware corporation (“Seller”) all of the issued and outstanding units (the “Purchased Units”) representing the membership interests in Tesoro Hawaii, LLC, a Hawaii limited liability company subsequently renamed Hawaii Independent Energy, LLC (“HIE”), and indirectly HIE’s wholly owned subsidiary, Smiley’s Super Service, Inc., a Hawaii corporation (the “Acquired Subsidiary”). HIE and the Acquired Subsidiary own, operate and use (i) a petroleum refinery located at the Xxxxxxxx Industrial Park in Kapolei, Hawaii (the “Refinery”), (ii) certain pipeline assets, floating pipeline mooring equipment, and refined products terminals, and (iii) retail assets selling fuel products and merchandise on the islands of Oahu, Maui and Hawaii.
On September 25, 2013 (the “Effective Date”), the Buyer completed the Acquisition for an aggregate purchase price, including the $25.0 million deposit previously paid, of $75.0 million, paid in cash at the closing plus certain contingent earnout payments of up to $40.0 million. The earnout payments, if any, are to be paid annually following each of the three calendar years beginning January 1, 2014, through the year ending December 31, 2016, in an amount equal to 20% of the consolidated annual gross margin of HIE in excess of $165 million during such calendar years, with an annual cap of $20 million. In the event that the Refinery ceases operations or in the event Buyer disposes of any facility used in the acquired business, Buyer’s obligation to make earnout payments could be modified and/or accelerated as provided in the TSO Purchase Agreement. The consideration was paid with the proceeds from the sale of 143,884,892 shares of common stock in a private placement transaction and from amounts received pursuant to supply and exchange agreements with Barclays Bank PLC and an ABL credit facility with Deutche Bank AG New York Branch.
References to “we,” “our,” or “the Company” refer to Par Petroleum Corporation and its subsidiaries.
Description of Unaudited Pro Forma Combined Financial Statements
The following unaudited pro forma combined balance sheet as of June 30, 2013 combines our historical balance sheet as of June 30, 2013, as filed with the Securities and Exchange Commission (“SEC”) in our Quarterly Report on Form 10-Q with HIE’s unaudited historical balance sheet as of June 30, 2013, giving effect to the Acquisition as if it had occurred on June 30, 2013 using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined financial statements.
The following unaudited pro forma combined statement of operations for the six months ended June 30, 2013 combines our historical statement of operations for the six months ended June 30, 2013, as filed with the SEC in our Quarterly Report on Form 10-Q with HIE’s unaudited historical statement of operations for the six months ended June 30, 2013, giving effect to the Acquisition as if it had occurred on January 1, 2012, using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined financial statements.
The following unaudited pro forma combined statement of operations for the year ended December 31, 2012 combines our and our predecessor’s historical statements of operations for the eight month period ended August 31, 2012 and four month period ended December 31, 2012, as filed with the SEC in our Annual Report on Form 10-K with Seacor Energy, Inc.’s, a Delaware corporation, subsequently renamed Texadian Energy, Inc. (“Texadian”), statement of operations for the year ended December 31, 2012, which we acquired effective December 31, 2012, and XXX’s audited historical statement of operations for the year ended December 31, 2012, giving effect to both acquisitions as if they had occurred on January 1, 2012 using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined financial statements.
The unaudited pro forma financial statements do not include the realization of any cost savings from operating efficiencies, synergies or other restructuring activities which might result from the Acquisition. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and accompanying notes of the Company and HIE.
The unaudited pro forma financial statements should not be taken as representative of our future consolidated results of operations or financial condition.
1
PAR PETROLEUM CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 2013
(In thousands, except share data)
|
Company Historical
|
Pro Forma Adjustments
|
Acquisition of HIE
|
Company
Pro Forma
|
|||||||||||||
| A | E | |||||||||||||||
|
ASSETS
|
||||||||||||||||
|
Current assets:
|
||||||||||||||||
|
Cash and cash equivalents
|
$ | 43,018 | $ | 27,819 | B,D,G | $ | 604 | $ | 71,441 | |||||||
|
Restricted cash
|
318 | — | — | 318 | ||||||||||||
|
Acquisition deposits
|
40,000 | 135,263 | B,C,D | (175,263 | ) | — | ||||||||||
|
Trade accounts receivable, net
|
10,204 | — | 59,734 | 69,938 | ||||||||||||
|
Inventories
|
10,275 | — | 420,111 | 430,386 | ||||||||||||
|
Prepaid and other current assets
|
1,474 | — | 3,875 | 5,349 | ||||||||||||
|
Total current assets
|
105,289 | 163,082 | 309,061 | 577,432 | ||||||||||||
|
Property and equipment:
|
||||||||||||||||
|
Land
|
— | — | 39,800 | 39,800 | ||||||||||||
|
Property, plant and equipment
|
— | — | 66,144 | 66,144 | ||||||||||||
|
Natural gas and oil properties, at cost
|
||||||||||||||||
|
Proved
|
4,873 | — | — | 4,873 | ||||||||||||
|
Other
|
1,439 | — | — | 1,439 | ||||||||||||
|
Total property and equipment
|
6,312 | 105,944 | 112,256 | |||||||||||||
|
Less accumulated depreciation and depletion
|
(1,110 | ) | — | — | (1,110 | ) | ||||||||||
|
Net property and equipment
|
5,202 | — | 105,944 | 111,146 | ||||||||||||
|
Long-term assets:
|
||||||||||||||||
|
Investment in unconsolidated affiliate
|
103,815 | — | — | 103,815 | ||||||||||||
|
Intangible assets, net
|
7,805 | — | 4,782 | 12,587 | ||||||||||||
|
Goodwill
|
8,290 | — | 5,203 | 13,493 | ||||||||||||
|
Other long-term assets
|
7 | 2,264 | C | — | 2,271 | |||||||||||
|
Total long-term assets
|
119,917 | 2,264 | 9,985 | 132,166 | ||||||||||||
|
Total assets
|
$ | 230,408 | $ | 165,346 | $ | 424,990 | $ | 820,744 | ||||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||||||||||
|
Current liabilities:
|
||||||||||||||||
|
Current maturities of debt
|
$ | — | $ | — | $ | — | $ | — | ||||||||
|
Obligations under supply and exchange agreement
|
— | — | 384,948 | F | 384,948 | |||||||||||
|
Accounts payable
|
21,508 | — | 13,935 | 35,443 | ||||||||||||
|
Other accrued liabilities
|
4,434 | — | 7,358 | 11,792 | ||||||||||||
|
Accrued settlement claims
|
7,234 | — | — | 7,234 | ||||||||||||
|
Total current liabilities
|
33,176 | — | 406,241 | 439,417 | ||||||||||||
|
Long-term liabilities:
|
||||||||||||||||
|
Long – term debt, net
|
91,549 | (31,741 | ) | B,C | — | 59,808 | ||||||||||
|
Derivative liabilities
|
16,200 | — | — | 16,200 | ||||||||||||
|
Other liabilities
|
540 | — | 18,749 | 19,289 | ||||||||||||
|
Total liabilities
|
141,465 | (31,741 | ) | 424,990 | 534,714 | |||||||||||
|
Commitments and contingencies
|
||||||||||||||||
|
Stockholders’ Equity:
|
||||||||||||||||
|
Preferred stock, $0.01 par value: authorized 3,000,000 shares, none issued
|
— | — | — | — | ||||||||||||
|
Common stock, $0.01 par value; 300,000,000 shares authorized ; 296,563,378 shares issued and outstanding at June 30, 2013, respectively
|
1,527 | 1,439 | B | — | 2,966 | |||||||||||
|
Additional paid-in capital
|
110,284 | 197,561 | B | — | 307,845 | |||||||||||
|
Accumulated deficit
|
(22,868 | ) | (1,913 | ) | C,G | — | (24,781 | ) | ||||||||
|
Total stockholders’ equity
|
88,943 | 197,087 | — | 286,030 | ||||||||||||
|
Total liabilities and stockholders’ equity
|
$ | 230,408 | $ | 165,346 | $ | 424,990 | $ | 820,744 | ||||||||
See accompanying notes to condensed consolidated pro forma financial information.
2
PAR PETROLEUM CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2013
(In thousands, except per share amounts)
|
Company Historical
|
HIE Historical
|
Pro Forma Adjustments
|
Company
Pro Forma
|
||||||||||||||
| H | I | ||||||||||||||||
|
Revenue:
|
|||||||||||||||||
|
Operating revenues
|
$ | 95,757 | $ | 1,493,113 | $ | — | $ | 1,588,870 | |||||||||
|
Natural gas and oil sales
|
3,806 | — | — | 3,806 | |||||||||||||
|
Total revenues
|
99,563 | 1,493,113 | — | 1,592,676 | |||||||||||||
|
Operating expenses:
|
|||||||||||||||||
|
Cost of sales
|
— | 1,426,976 | — | 1,426,976 | |||||||||||||
|
Operating expenses
|
82,905 | 61,189 | — | 144,094 | |||||||||||||
|
Lease operating expense
|
3,175 | — | — | 3,175 | |||||||||||||
|
Production taxes
|
24 | — | — | 24 | |||||||||||||
|
Gain on asset disposal
|
— | (14,340 | ) | 14,340 | K | — | |||||||||||
|
Depreciation, depletion, amortization and accretion
|
1,804 | 1,332 | 2,938 | L | 6,074 | ||||||||||||
|
Trust litigation and settlements
|
5,164 | — | — | 5,164 | |||||||||||||
|
General and administrative expense
|
9,059 | 11,412 | — | 20,471 | |||||||||||||
|
Total operating expenses
|
102,131 | 1,486,569 | 17,278 | 1,605,978 | |||||||||||||
|
Loss from unconsolidated affiliates
|
(865 | ) | — | — | (865 | ) | |||||||||||
|
Operating income (loss)
|
(3,433 | ) | 6,544 | (17,278 | ) | (14,167 | ) | ||||||||||
|
Other income and (expense):
|
|||||||||||||||||
|
Interest expense and financing costs, net
|
(5,871 | ) | (61 | ) | 1,038 | J | (4,894 | ) | |||||||||
|
Other income (expense)
|
770 | — | — | 770 | |||||||||||||
|
Realized gain on derivative instruments, net
|
410 | — | — | 410 | |||||||||||||
|
Unrealized loss on derivative instruments
|
(5,255 | ) | — | — | (5,255 | ) | |||||||||||
|
Total other expense
|
(9,946 | ) | (61 | ) | 1,038 | (8,969 | ) | ||||||||||
|
Income (loss) before income taxes
|
(13,379 | ) | 6,483 | (16,240 | ) | (23,136 | ) | ||||||||||
|
Income tax expense
|
(650 | ) | (172 | ) | — | M | (822 | ) | |||||||||
|
Net income (loss)
|
$ | (14,029 | ) | $ | 6,311 | $ | (16,240 | ) | $ | (23,958 | ) | ||||||
See accompanying notes to pro forma condensed consolidated financial information.
3
PAR PETROLEUM CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2012
(In thousands, except per share amounts)
|
Company Historical
|
|||||||||||||||||||||||||
|
Eight months Ended August 31, 2012
|
Four months Ended December 31, 2012
|
HIE Historical
|
Texadian Historical
|
Pro Forma Adjustments
|
Company Pro
Forma
|
||||||||||||||||||||
| N | N | O | P | ||||||||||||||||||||||
|
Revenue:
|
|||||||||||||||||||||||||
|
Operating revenues
|
$ | — | $ | — | $ | 3,270,374 | $ | 515,468 | $ | — | $ | 3,785,842 | |||||||||||||
|
Natural gas and oil sales
|
23,079 | 2,144 | — | — | — | 25,223 | |||||||||||||||||||
|
Total revenues
|
23,079 | 2,144 | 3,270,374 | 515,468 | — | 3,811,065 | |||||||||||||||||||
|
Operating expenses:
|
|||||||||||||||||||||||||
|
Cost of sales
|
— | — | 3,056,708 | — | — | 3,056,708 | |||||||||||||||||||
|
Operating expenses
|
— | — | 140,385 | 503,295 | — | 643,680 | |||||||||||||||||||
|
Lease operating expense
|
9,038 | 1,684 | — | — | — | 10,722 | |||||||||||||||||||
|
Transportation expense
|
6,963 | — | — | — | — | 6,963 | |||||||||||||||||||
|
Production taxes
|
979 | 4 | — | — | — | 983 | |||||||||||||||||||
|
Exploration expense
|
2 | — | — | — | — | 2 | |||||||||||||||||||
|
Impairments
|
151,347 | — | 248,348 | — | (248,348 | ) | K | 151,347 | |||||||||||||||||
|
Depreciation, depletion, amortization and accretion
|
16,041 | 401 | 27,233 | (3 | ) | (16,686 | ) | L,Q | 26,986 | ||||||||||||||||
|
General and administrative expense
|
9,386 | 5,076 | 25,465 | 5,579 | — | 45,506 | |||||||||||||||||||
|
Total operating expenses
|
193,756 | 7,165 | 3,498,139 | 508,871 | (265,034 | ) | 3,942,897 | ||||||||||||||||||
|
Loss from unconsolidated affiliates
|
— | (1,325 | ) | — | — | — | (1,325 | ) | |||||||||||||||||
|
Operating income (loss)
|
(170,677 | ) | (6,346 | ) | (227,765 | ) | 6,597 | 265,034 | (133,157 | ) | |||||||||||||||
|
Other income and (expense):
|
|||||||||||||||||||||||||
|
Interest expense and financing costs, net
|
(6,852 | ) | (1,056 | ) | — | (344 | ) | (1,430 | ) | J | (9,682 | ) | |||||||||||||
|
Interest income
|
— | — | 1,784 | — | — | 1,784 | |||||||||||||||||||
|
Other income (expense)
|
516 | 86 | 41 | (504 | ) | — | 139 | ||||||||||||||||||
|
Unrealized loss on derivative instruments
|
— | (4,280 | ) | — | (2,309 | ) | — | (6,589 | ) | ||||||||||||||||
|
Loss from unconsolidated affiliates
|
(20 | ) | — | — | — | — | (20 | ) | |||||||||||||||||
|
Total other income (expense)
|
(6,356 | ) | (5,250 | ) | 1,825 | (3,157 | ) | (1,430 | ) | (14,368 | ) | ||||||||||||||
|
Income (loss) before income taxes and reorganization items
|
(177,033 | ) | (11,596 | ) | (225,940 | ) | 3,440 | 263,604 | (147,525 | ) | |||||||||||||||
|
Income tax expense (benefit)
|
— | (2,757 | ) | (764 | ) | 1,127 | (1,550 | ) | M | (3,944 | ) | ||||||||||||||
|
Income (loss) before reorganization items
|
(177,033 | ) | (8,839 | ) | (225,176 | ) | 2,313 | 265,154 | (143,581 | ) | |||||||||||||||
|
Reorganization items
|
|||||||||||||||||||||||||
|
Professional fees and administrative costs
|
22,354 | — | — | — | — | 22,354 | |||||||||||||||||||
|
Changes in asset values due to fresh start accounting adjustments
|
14,765 | — | — | — | — | 14,765 | |||||||||||||||||||
|
Gain on settlement of senior debt and liabilities
|
(168,715 | ) | — | — | — | — | (168,715 | ) | |||||||||||||||||
|
Net income (loss)
|
$ | (45,437 | ) | $ | (8,839 | ) | $ | (225,176 | ) | $ | 2,313 | $ | 265,154 | $ | (11,985 | ) | |||||||||
See accompanying notes to pro forma condensed consolidated financial information.
4
PAR PETROLEUM CORPORATION AND SUBSIDIARIES
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
|
1.
|
Adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet
|
The pro forma condensed consolidated balance sheet is presented as if the acquisition of HIE, which closed on September 25, 2013, occurred on June 30, 2013. The adjustments to the pro forma condensed consolidated balance sheet as of June 30, 2013 are as follows:
|
A.
|
Company Historical
|
Derived from the Company’s historical consolidated balance sheet as of June 30, 2013.
|
B.
|
Private Placement
|
Represents the effect of the Company’s private placement of common stock that closed concurrently with the acquisition of HIE on September 25, 2013. In the private placement, the Company sold 143,884,892 shares of common stock for proceeds totaling approximately $199.0 million, net of transaction costs of approximately $1.0 million. The net proceeds were used to repay approximately $48.9 million of the Company’s existing debt, including
interest in kind and exit fees, and to fund approximately $117.2 million of the purchase price and working capital of HIE, with the remainder of approximately $32.9 million available for general corporate purposes.
|
C.
|
Proceeds from debt facility
|
In conjunction with the acquisition of HIE on September 25, 2013, the Company drew approximately $15.0 million under its $125 million ABL credit facility. The proceeds were used to fund approximately $11.8 million of the purchase price of the acquisition of HIE, to pay approximately $2.3 million for deferred loan costs and to pay approximately $913,000 of acquisition costs.
|
D.
|
Additional Purchase Consideration
|
Subsequent to June 30, 2013, the Company deposited approximately $7.0 million for additional refinery start up costs and approximately $2.3 million to fund a repair at the refinery.
|
E.
|
Acquisition of HIE
|
The purchase was accounted for as a business combination in accordance with ASC 805 whereby the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. Goodwill is defined in ASC 805 as the future economic benefit of other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is attributable to opportunities expected to arise from combining our operations with HIE’s, and specifically 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. These include trade names and trademarks. These intangible assets will be amortized over their estimated useful lives on a straight line basis, which approximates their consumptive life.
The purchase price allocation is tentative and preliminary. We may have material changes to working capital, goodwill and various other assets and liabilities as better information becomes available in the fourth quarter.
A summary of the preliminary estimated fair value of the assets acquired and liabilities assumed is as follows (in thousands):
|
Property, plant and equipment
|
$
|
66,144
|
||
|
Land
|
39,800
|
|||
|
Goodwill
|
5,203
|
|||
|
Intangible assets
|
4,782
|
|||
|
Net working capital
|
463,031
|
|||
|
Contingent consideration liability
|
(10,500
|
)
|
||
|
Other noncurrent liabilities
|
(8,249
|
)
|
||
|
Total consideration paid
|
$
|
560,211
|
5
A summary of the net working capital acquired is as follows (in thousands):
|
Cash
|
$
|
604
|
||
|
Accounts receivable
|
59,734
|
|||
|
Inventories
|
420,111
|
|||
|
Prepaids and other current assets
|
3,875
|
|||
|
Accounts payable
|
(13,935
|
)
|
||
|
Other accrued liabilities
|
(7,358
|
)
|
||
|
Total net working capital acquired
|
$
|
463,031
|
|
F.
|
In connection with the acquisition, the Company entered into supply and exchange agreements with Barclays Bank PLC (“Barclays”). Pursuant to the supply and exchange agreements, Barclays purchased the crude oil and refined product inventory owned by HIE on September 25, 2013 (the “Effective Date”), and following the Effective Date, will (A) provide crude oil supply and intermediation arrangements to meet the processing needs of HIE’s petroleum refinery located at the Xxxxxxxx Industrial Park in Kapolei, Hawaii (the “Refinery”), (B) provide a refined product exchange mechanism to HIE permitting it to flow volumes of refined product through Barclays' inventory, and (C) store Barclays' crude oil and refined product inventory at the terminals and related facilities owned and operated by HIE. On the Effective Date, the obligation owed to Barclays for the purchase of the crude was approximately $384.9 million.
|
|
G.
|
In addition, the Company incurred approximately $1.0 million in acquisition costs which has been reflected as pro forma adjustments to cash and retained earnings.
|
|
2.
|
Adjustments to the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2013 and for the Year Ended December 31, 2012
|
The pro forma condensed consolidated statements of operations are presented as if the acquisition of HIE, which closed on September 25, 2013, occurred on January 1, 2012, the first day of the earliest period presented. The adjustments to the pro forma condensed consolidated statements of operations for the six months ended June 30, 2013 and for the year ended December 31, 2012 are as follows:
|
H.
|
Company Historical
|
|
Derived from the Company’s historical consolidated statement of operations for the six months ended June 30, 2013.
|
|
I.
|
HIE Historical
|
|
Derived from the HIE’s historical consolidated statement of operations for the six months ended June 30, 2013.
|
|
J.
|
Financing Costs
|
To fund the acquisition of HIE on September 25, 2013, the Company entered into an ABL credit facility and drew $15.0 million and incurred loan costs of approximately $2.3 million. The facility bears interest at a rate of 4.5%, as of September 25, 2013, and matures September 25, 2017. As a result of this transaction, the Company would have incurred additional financing costs of approximately $715,000 for the six month ended June 30, 2013 and approximately $1.4 million for the year ended December 31, 2012.
In addition, as described in Note B above, the Company used a portion of the net proceeds from its private placement to repay approximately $46.8 million of its existing debt. As a result, financing costs for the six months ended June 30, 2013 would have decreased by approximately $1.8 million.
|
K.
|
Impairments and Gain on Disposal of Assets
|
Effective December 31, 2012, HIE reclassified its assets as available for sale. As a result, HIE recorded impairments representing those assets’ estimated fair values and recognized a liability for estimated asset retirement obligations totaling approximately $248.3 million for the year ended December 31, 2012. On June 17, 2013, upon entering into the TSO Purchase Agreement, HIE reversed the liability for asset retirement obligations and recognized a gain of approximately $14.3 million in the statement of operations for the six month ended June 30, 2013.
6
|
L.
|
Depreciation and Amortization Expense
|
For the six months ended June 30, 2013 and year ended December 31, 2012, HIE recorded depreciation and amortization expense totaling approximately $1.3 million and $27.2 million, respectively. Upon its acquisition, the carrying value of HIE’s tangible and intangible assets were adjusted to their estimated fair value as described in Note E above. Pro forma estimated depreciation and amortization expense is as follows:
|
Remaining Useful Life (Years)
|
Fair Value
|
Annual Depreciation
|
||||||||||
|
Refinery real estate
|
47
|
$
|
1,360
|
$
|
29
|
|||||||
|
Refinery Machinery &Equipment
|
10
|
38,359
|
3,836
|
|||||||||
|
Cogen unit
|
8
|
5,000
|
625
|
|||||||||
|
Terminal Machinery & Equipment
|
11
|
1,464
|
133
|
|||||||||
|
Pipelines - onshore
|
9
|
2,383
|
265
|
|||||||||
|
Pipelines - offshore
|
8
|
2,524
|
316
|
|||||||||
|
SPM - new
|
28
|
6,250
|
223
|
|||||||||
|
SPM - old
|
3
|
2,500
|
833
|
|||||||||
|
Vehicles
|
4
|
1,600
|
400
|
|||||||||
|
Row
|
30
|
34
|
1
|
|||||||||
|
Improvements – Real estate
|
18
|
3,113
|
173
|
|||||||||
|
Improvements – Machinery & Equipment
|
14
|
1,557
|
111
|
|||||||||
|
Total plant and equipment
|
$
|
66,144
|
$
|
6,945
|
||||||||
|
Trade marks and trade names
|
3
|
$
|
4,782
|
$
|
1,594
|
|||||||
|
Pro forma depreciation and amortization:
For the year ended December 31, 2012
|
$
|
8,539
|
||||||||||
|
For the six months ended June 30, 2013
|
$
|
4,270
|
||||||||||
|
M.
|
Income taxes
|
No adjustment for income taxes is required for the six months ended June 30, 2013. The Company has Federal net operating loss carryforwards available to offset any federal taxable income generated by HIE or Texadian. The adjustment to tax expense for the year ended December 31, 2012 relates to state tax expense in states where the Company has no loss carryforwards to offset taxable income. Pro forma tax benefit for the year ended December 31, 2012 consists of a federal tax benefit recorded by the Company of approximately $2.8 million in relation to the Texadian acquisition, a state benefit of approximately $1.4 million representing state refunds available to HIE and state tax expense of approximately $200,000 related to Texadian’s operations.
|
N.
|
Company Historical
|
Derived from the Company’s predecessor’s historical consolidated statement of operations for the eight months ended August 31, 2012 and the Company’s historical consolidated statement of operations for the four months ended December 31, 2012.
|
O.
|
HIE Historical
|
Derived from the HIE’s historical consolidated statement of operations for the year ended December 31, 2012.
|
P.
|
Texadian Energy’s Historical
|
Derived from Texadian Energy, Inc.’s (formerly known as Seacor Energy Inc.), which the Company acquired effective December 31, 2012, historical consolidated statement of operations for the year ended December 31, 2012.
|
Q.
|
Amortization of Texadian’s intangible assets
|
Upon Texadian’s acquisition, the Company recorded amortizable intangible assets totaling approximately $8.8 million. Pro forma amortization expense for the year ended December 31, 2012 is as follows:
7
|
Remaining Useful Life (Years)
|
Fair Value
|
Annual Amortization
|
||||||||||
|
Supplier relationships
|
13
|
$
|
3,360
|
$
|
258
|
|||||||
|
Historical shipper status
|
2
|
2,200
|
1,100
|
|||||||||
|
Railcar leases
|
5
|
3,249
|
650
|
|||||||||
|
$
|
8,809
|
$
|
2,008
|
|||||||||
8
