Exhibit 99.2

JET-PEP, INC. AND AFFILIATED COMPANIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2017, AND DECEMBER 31, 2016

AND FOR THE

NINE-MONTH PERIODS ENDED

SEPTEMBER 30, 2017 AND 2016

CONTENTS

ACCOUNTANTS’ COMPILATION REPORT

Jet Pep, Inc. and Affiliated Companies

Holly Pond, Alabama

Management is responsible for the accompanying consolidated financial statements of Jet Pep, Inc. and Affiliated Companies, which comprise the consolidated balance sheets as of September 30, 2017 (unaudited) and December 31, 2016 (audited), and the related consolidated statements of income and stockholder’s equity, and cash flows for the nine-month periods ended September 30, 2017 (unaudited) and 2016 (unaudited), and the related notes to the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.  We have performed the compilation engagements in accordance with Statements of Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA.  We did not audit (except for the December 31, 2016 balance sheet) or review the consolidated financial statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management.  Accordingly, we do not express an opinion, a conclusion, nor provide any form of assurance on these consolidated financial statements.

The December 31, 2016 consolidated balance sheet was audited by us, and we expressed an unmodified opinion on it in our report dated December 22, 2017.   We have not performed any auditing procedures since that date.  

/s/ Pearce, Bevill, Leesburg, Moore, P.C.

Birmingham, Alabama

December 22, 2017

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See accountants’ compilation report.  No assurance is provided on the financial statements.

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See accountants’ compilation report.  No assurance is provided on the financial statements.

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See accountants’ compilation report.  No assurance is provided on the financial statements.

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JET-PEP, INC. AND AFFILIATED COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2017, AND DECEMBER 31, 2016 AND FOR THE

NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND 2016

Nature of Business

Organized in 1982, Jet-Pep, Inc. and Affiliated Companies (the Company) distributes gasoline products to customers, principally at convenience stores across Alabama.    

Principles of Consolidation

The consolidated financial statements include the accounts of Jet Pep, Inc. and its wholly-owned subsidiaries, Morris Oil Company, Inc. and Alabama Oil Company of Etowah County, Inc.  Alabama Oil Company of Etowah County, Inc. purchased 95% of the outstanding stock of National Petroleum Equipment, Inc. in 2000.  

The following companies are considered to be variable interest entities under generally accepted accounting principles and will be consolidated into the Company:  Bama Terminaling and Trading, LLC; Leader Transport, Inc.; Britton Oil Company, Inc.; Clean Fuels, Inc.; MYRT, Inc.; RDS Properties, Inc.; Tee’s Enterprises, Inc.; R&S Properties, LLC; Norris Properties, LLC; CSE Properties, LLC; C.R. LLC; J.R. LLC; K.E.N. LLC; S.C.N. LLC; RG Norris LLC; CKESS LLC; Robin LLC; and Stephanie LLC.  (the Affiliated Companies)

All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Financial Statement Preparation

The consolidated financial statements are prepared under accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents.  The Company maintains its cash and cash equivalents in bank deposit accounts which, at times, may exceed federally insured limits.  The Company has not experienced, and does not anticipate, any credit losses on these deposits.

Receivables

Accounts receivable primarily result from the sales of motor fuels to retail customers at retail sites from debit, credit, and fleet card transactions.   The collection of these receivables usually occurs within 3 to 5 business days after the sale has occurred.  

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Inventories

Motor fuel inventory consists of gasoline, diesel fuel, and other petroleum products that is stored at the terminal and retail sites.  Fuel inventories are valued at the lower of cost or market, with cost determined by the first-in, first-out (FIFO) method.   Supplies inventory consists of pumps, nozzles and other fuel station replacement parts and are valued at the last-in, first-out (LIFO) method.

Property and Equipment

Property and equipment is stated at cost, net of accumulated depreciation.  Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The recovery periods being used are:

Taxes Assessed by Governmental Authorities on Sales Revenue

The Company collects various taxes from customers and remits these amounts to applicable taxing authorities.  The Company’s accounting policy is to exclude these taxes from net sales and cost of goods sold.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the reporting date and revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Variable Interest Entities

Accounting principles generally accepted in the United States of America require that if an enterprise is the primary beneficiary of a variable interest entity (VIE), the assets, liabilities, and results of operations of the VIE should be included in the financial statements of the enterprise.  These financial statements have been prepared under generally accepted accounting principles and the assets, liabilities, and results of operations of the 18 affiliated companies have been consolidated into its financial statements.  

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Uncertain Tax Positions

The Company accounts for uncertain tax positions in accordance with the applicable guidance.  This guidance requires entities to assess their tax positions for the likelihood that they would be overturned upon Internal Revenue Service (IRS) examination or upon examination by state taxing authorities.  In accordance with this guidance, the Company has assessed its tax positions and determined that it does not have any positions at September 30, 2017 and December 31, 2016 that it would be unable to substantiate.  Under statute, the Company is subject to IRS and state taxing authority review for tax years 2014 through 2016.  The Company has filed tax returns through 2016.

Environmental Matters

Liabilities for future remediation costs are recorded when environmental assessments from governmental regulatory agencies and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable undiscounted future costs using currently available technology and applying current regulations, as well as our own internal environmental policies. Environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation, the timing of such remediation and the determination of our obligation in proportion to other parties. Such estimates are subject to change due to many factors, including the identification of new retail sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts and potential improvements in remediation technologies.

The Company participates in the Alabama Department of Environmental Management (ADEM) Trust Fund program, which covers costs for eligible investigative and correction action site activities.  No environmental liability has been recorded at September 30, 2017 and December 31, 2016 due to the participation in this program.

Income Taxes

Jet-Pep, Inc. has elected under the Internal Revenue Code to be taxed as an S corporation.  In lieu of corporate income taxes, the stockholders of an S corporation are taxed on their proportionate share of the company’s taxable income.  Therefore, no provision or liability for income taxes has been included in the accompanying consolidated financial statements for Jet-Pep, Inc.  

National Petroleum Equipment, Inc. is a taxable corporation and files federal and state tax returns.   As such, the accompanying consolidated financial statements contain a provision for income taxes.

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Income Taxes - Continued

The Affiliated Companies are limited liability companies.  A provision for federal and state income taxes has not been reflected in the accompanying consolidated financial statements since any taxable income or loss of the Affiliated Companies is includable in the separate tax returns of the Affiliated Companies’ members.  

2.  INVENTORY

Inventories consisted of the following at September 30, 2017 and December 31, 2016:

3.  PROPERTY AND EQUIPMENT

Property and equipment consist of the following at September 30, 2017 and December 31, 2016:

Depreciation expense on property and equipment was $5,680,399 and $5,732,461 for the nine-month periods ended September 30, 2017 and 2016.

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4.  LINE OF CREDIT

The Company has a $15,000,000 line of credit agreement with a bank. There was $1,000,000 and $0 outstanding as of September 30, 2017 and December 31, 2016, respectively.  Borrowings under the agreement are subject to a variable interest rate based on the 30-day LIBOR interest rate plus 2.0% (2.77% at September 30, 2017).  The agreement is secured by all of the assets of the Company, personally guaranteed by the stockholder, and matures in June 2018.

The Company has a $5,500,000 line-of-credit agreement with a bank. There was no outstanding balance as of September 30, 2017 and December 31, 2016.  Borrowings under the agreement are subject to a variable interest rate based on the 30-day LIBOR interest rate plus 3.0% (3.77% at September 30, 2017) not to be less than 3.5%.  The agreement is secured by all of the assets of the Company, personally guaranteed by the stockholder, and matured in June 2017.

5.  LONG-TERM DEBT (See Note 9)

Long-term debt consists of the following at September 30, 2017 and December 31, 2016:

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5.  LONG-TERM DEBT - CONTINUED

6.  RETIREMENT PLAN

The Company sponsors a profit sharing and 401(k) Plan covering all employees.  The Plan provides for contributions in such amounts as the Board of Directors may determine annually but not to exceed the amount deductible for federal income tax purposes.  Profit sharing expense totaled $31,021 and $28,470 for the nine-month periods ended September 30, 2017 and 2016.  

7.  LEASES

Lease terms are from 5 to 20 years on leased stations.  At September 30, 2017 and 2016, rent expense on leased facilities totaled $181,032 for both periods.

As of September 30, 2017, the future minimum annual lease payments and sublet income under the Company’s current lease arrangements are as follows:

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8.  COMMITMENTS AND CONTINGENCIES

The Company committed to purchase approximately 130,000 barrels of unleaded regular conventional gasoline, 5,000 barrels of unleaded premium conventional gasoline, and 15,000 barrels of ultra-low sulfur diesel at the market price of the respective grade gasoline upon the date of delivery.  Delivery under these commitments occurred during 2016.

9.   SUBSEQUENT EVENT – SALE OF COMPANY

On November 28, 2017, the Company closed on the sale of substantially all of its assets to CrossAmerica Partners LP and Circle K Stores, Inc.  CrossAmerica Partners LP acquired 101 commission operated retail sites, comprised of 92 fee sites, 5 lease sites, and 4 independent commission accounts.  Circle K Stores, Inc. acquired a fuel terminal, associated trucking equipment and 18 retail sites.

Certain of the Company’s notes payable were paid off at closing of the transaction.  As such, outstanding balances as of September 30, 2017 that were paid off at closing are presented as current liabilities.  

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