Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 03, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Entity File Number | 000-51734 | ||
Entity Registrant Name | Calumet Specialty Products Partners, L.P. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 35-1811116 | ||
Entity Address, Address Line One | 2780 Waterfront Parkway East Drive | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Indianapolis | ||
Entity Address, State or Province | IN | ||
Entity Address, Postal Zip Code | 46214 | ||
City Area Code | 317 | ||
Local Phone Number | 328-5660 | ||
Title of 12(b) Security | Common units representing limited partner interests | ||
Trading Symbol | CLMT | ||
Security Exchange Name | NASDAQ | ||
Entity Filer Category | Accelerated Filer | ||
Document Transition Report | false | ||
Entity Small Business | true | ||
Entity Central Index Key | 0001340122 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 426.1 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Indianapolis, Indiana | ||
Auditor Firm ID | 42 | ||
Entity Common Stock, Shares Outstanding | 78,676,262 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business Calumet Specialty Products Partners, L.P. (the “Company”) is a publicly-traded Delaware limited partnership listed on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “CLMT.” The general partner of the Company is Calumet GP, LLC, a Delaware limited liability company. As of December 31, 2021, the Company had 78,676,262 li mited partner common units a nd 1,605,636 genera l partner equivalent units outstanding. The general partner owns 2% of the Company and all of the incentive distribution rights (as defined in the Company’s partnership agreement, “IDRs”), while the remaining 98% is owned by limited partners. The Company manufactures, formulates, and markets a diversified slate of specialty branded products to customers in various consumer-facing and industrial markets. Calumet is headquartered in Indianapolis, Indiana and operates twelve facilities throughout North America. |
Description of the Business Det
Description of the Business Details - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Limited Partners | ||
Schedule of Capitalization, Equity [Line Items] | ||
Limited partners interest units outstanding | 78,676,262 | 78,062,346 |
Limited Partners | CLMT Limited Partner [Member] | ||
Schedule of Capitalization, Equity [Line Items] | ||
Limited partners', ownership percentage | 98.00% | |
General Partner | ||
Schedule of Capitalization, Equity [Line Items] | ||
General partner units outstanding | 1,605,636 | |
General Partner | CLMT General Partner [Member] | ||
Schedule of Capitalization, Equity [Line Items] | ||
General partner, ownership percentage | 2.00% |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 38.1 | $ 109.4 |
Accounts receivable, net: | ||
Other | 36.2 | 8 |
Total accounts receivable | 253 | 160.4 |
Inventories | 326.6 | 254.9 |
Prepaid expenses and other current assets | 14.9 | 10.2 |
Total current assets | 632.6 | 534.9 |
Property, plant and equipment, net | 949.7 | 919.8 |
Goodwill | 173 | 173 |
Intangible Assets, Net (Excluding Goodwill) | 45.8 | 57.6 |
Operating lease right-of-use assets | 157.7 | 85.8 |
Restricted Cash | 83.8 | 0 |
Other noncurrent assets, net | 85.3 | 37.2 |
Total assets | 2,127.9 | 1,808.3 |
Current liabilities: | ||
Accounts payable | 301 | 179.3 |
Accrued interest payable | 27.7 | 31.7 |
Accrued salaries, wages and benefits | 93.7 | 27.6 |
Taxes Payable, Current | 11.6 | 9.5 |
Other current liabilities | 20.2 | 22.6 |
Current portion of operating lease liabilities | 65.1 | 41.4 |
Current portion of long-term debt | 7.4 | 2.9 |
Derivative Liability, Current | 0 | 1.3 |
Total current liabilities | 899.8 | 544.5 |
Liability, Pension and Other Postretirement and Postemployment Benefits, Noncurrent | 6.7 | 9.3 |
Other long-term liabilities | 15.8 | 18.9 |
Long-term operating lease liabilities | 93.1 | 44.8 |
Purchase and Supply Commitment, current liability | 173 | 98.8 |
Long-term debt, less current portion | 1,418.8 | 1,319.4 |
Total liabilities | 2,513 | 1,936.9 |
Partners’ capital (deficit): | ||
Total partners’ capital (deficit) | (385.1) | (128.6) |
Total liabilities and partners’ capital (deficit) | 2,127.9 | 1,808.3 |
LT RINs obligation | 78.8 | 0 |
Current portion RINs Obligation | 200.1 | 129.4 |
Other Liabilities, Current | 20.2 | 22.6 |
Other Liabilities, Noncurrent | 15.8 | 18.9 |
Accounts Receivable, after Allowance for Credit Loss | $ 216.8 | $ 152.4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance Lease, Right-of-Use Asset | $ 4.2 | [1] | $ 4 |
Current finance lease liability | 0.8 | 0.6 | |
Long-term finance lease liability | $ 3.2 | $ 3.1 | |
Limited Partners | |||
Limited Partners' interest units issued | 78,676,262 | 78,062,346 | |
Limited partners interest units outstanding | 78,676,262 | 78,062,346 | |
[1] | inance lease assets are recorded net of accumulated amortization of $4.1 million and $3.4 million, respectively. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||
Sales | $ 3,148 | $ 2,268.2 | |
Cost of sales | 3,005.1 | 2,169.1 | |
Gross profit | 142.9 | 99.1 | |
Operating costs and expenses: | |||
Selling | 52.8 | 47.8 | |
General and administrative | 151.1 | 91.1 | |
Loss on impairment and disposal of assets | 4.1 | 6.8 | |
Gain (Loss) on sale of business, net | (0.2) | (1) | |
Operating loss | (85.6) | (71.9) | |
Other income (expense): | |||
Interest expense | (149.5) | (125.9) | |
Gain (loss) on derivative instruments | (23.3) | 52.4 | |
Other expense | (0.2) | (2.5) | |
Total other expense | (173) | (76) | |
Net loss from continuing operations before income taxes | (258.6) | (147.9) | |
Income tax expense | 1.5 | 1.1 | |
Allocation of net loss: | |||
Net loss | 260.1 | 149 | |
Less: | |||
General partners’ interest in net loss | (5.2) | (3) | |
Net loss available to limited partners | $ (254.9) | $ (146) | |
Weighted average limited partner units outstanding: | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | [1] | 78,980,839 | 78,369,091 |
Limited partners’ interest basic net loss per unit | $ (3.23) | $ (1.86) | |
Other Operating Income (Expense), Net | $ 8.2 | $ 16.5 | |
Taxes, Other | 12.5 | 9.8 | |
Net Income (Loss) Allocated to General Partners | 5.2 | 3 | |
Other Operating Income (Expense), Net | $ (8.2) | $ (16.5) | |
Limited partners' interest diluted net income (loss) per unit | $ (3.23) | $ (1.86) | |
General Partner | |||
Allocation of net loss: | |||
Net loss | $ 3 | ||
[1] | Total diluted weighted average limited partner units outstanding excludes a de-minimus amount of potentially dilutive phantom units which would have been anti-dilutive for the year ended December 31, 2020. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (260.1) | $ (149) |
Cash flow hedges: | ||
Total other comprehensive income (loss) | 2.2 | (1.7) |
Comprehensive loss attributable to partners’ capital (deficit) | (257.9) | (150.7) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | 0 | (0.2) |
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, after Tax | 2.2 | (1.5) |
Other comprehensive income (loss) | 2.2 | (1.7) |
General Partner | ||
Statement of Comprehensive Income [Abstract] | ||
Net loss | (3) | |
Cash flow hedges: | ||
Total other comprehensive income (loss) | 0 | 0 |
Other comprehensive income (loss) | 0 | 0 |
Limited Partners | ||
Statement of Comprehensive Income [Abstract] | ||
Net loss | (254.9) | (146) |
Cash flow hedges: | ||
Total other comprehensive income (loss) | 0 | 0 |
Other comprehensive income (loss) | 0 | 0 |
Accumulated Other Comprehensive Income (Loss) | ||
Statement of Comprehensive Income [Abstract] | ||
Net loss | 0 | 0 |
Cash flow hedges: | ||
Total other comprehensive income (loss) | 2.2 | (1.7) |
Other comprehensive income (loss) | $ 2.2 | $ (1.7) |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital - USD ($) $ in Millions | Total | Accumulated Other Comprehensive Income (Loss) | General Partner | Limited Partners |
Beginning balance at Dec. 31, 2019 | $ 21.6 | $ (10.6) | $ 12 | $ 20.2 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Other comprehensive income (loss) | (1.7) | (1.7) | 0 | 0 |
Net Income (Loss) Allocated to General Partners | 3 | |||
Net loss | (149) | 0 | (3) | (146) |
Settlement of tax withholdings on equity-based incentive compensation | (0.5) | 0 | 0 | (0.5) |
Amortization of phantom units | 1 | 0 | 0 | 1 |
Ending balance at Dec. 31, 2020 | (128.6) | (12.3) | 9 | (125.3) |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Other comprehensive income (loss) | 2.2 | 2.2 | 0 | 0 |
Net Income (Loss) Allocated to General Partners | 5.2 | |||
Net loss | (260.1) | 0 | (254.9) | |
Settlement of tax withholdings on equity-based incentive compensation | (0.6) | 0 | 0 | (0.6) |
Amortization of phantom units | 2 | 0 | 0 | 2 |
Ending balance at Dec. 31, 2021 | $ (385.1) | $ (10.1) | $ 3.8 | $ (378.8) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (260.1) | $ (149) |
Non-cash activities | ||
Unrealized (gain) loss on derivative instruments | 24.4 | (2.8) |
Loss on impairment and disposal of assets | 4.1 | 6.8 |
Share-based Payment Arrangement, Noncash Expense | 50.7 | 5.5 |
Lower of cost or market inventory adjustment | (44.7) | 24 |
Other non-cash activities | 2.4 | (2.1) |
Increase (Decrease) in Accounts Receivable | (91.4) | 25.5 |
Increase (Decrease) in Inventories | (27) | 14 |
Changes in assets and liabilities: | ||
Turnaround costs | (61) | (23.4) |
Net cash provided by (used in) operating activities | (44) | 62.8 |
Investing activities | ||
Additions to property, plant and equipment | (82.9) | (44) |
Proceeds from Sale of Property, Plant, and Equipment | 0.1 | 0.1 |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (3.3) |
Net cash provided by discontinued investing activities | 0 | 0.9 |
Net cash provided by investing activities | (82.8) | (46.3) |
Financing activities | ||
Proceeds from borrowings — revolving credit facility | 1,122.1 | 1,130.7 |
Repayments of borrowings — revolving credit facility | (1,230.1) | (1,022.7) |
Repayments of borrowings — senior notes | (150) | 0 |
Payments on other financing obligations | (7.6) | (33.4) |
Proceeds from inventory financing | 1,046.7 | 756.1 |
Payments on inventory financing | (999.2) | (786) |
Proceeds from MRL Credit Facility | 300 | 0 |
Proceeds from other financing obligations | 70 | 31.4 |
Finance Lease, Principal Payments | (0.6) | (0.5) |
Net cash provided by (used in) financing activities | 139.3 | 73.8 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 12.5 | 90.3 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 121.9 | 109.4 |
Cash and cash equivalents | 38.1 | 109.4 |
Supplemental disclosure of cash flow information | ||
Construction in Progress Expenditures Incurred but Not yet Paid | 51.4 | 4.6 |
Amortization of Debt Issuance Costs and Discounts | 10.6 | 6 |
Debt extinguishment costs | 0.5 | 0 |
Depreciation, Depletion and Amortization | 107.7 | 105.1 |
Amortization of turnaround costs | 17 | 14.6 |
Increase (Decrease) in Prepaid Expense and Other Assets | (3.7) | 0.6 |
Increase (Decrease) in Accounts Payable | 71 | (38.1) |
Increase (Decrease) in Interest Payable, Net | (3.2) | (1) |
Increase (Decrease) in Accrued Salaries | 17.1 | (12.5) |
Increase (Decrease) in Property and Other Taxes Payable | 2.1 | (2.3) |
Increase (Decrease) in Other Operating Liabilities | 139.5 | 91.9 |
Debt issuance costs | $ (12) | $ (1.8) |
Statement of Financial Position
Statement of Financial Position, Classified | 12 Months Ended |
Dec. 31, 2021 | |
Statement of Financial Position [Abstract] | |
Documents Incorporated by Reference | NONE. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Consolidation The consolidated financial statements and related notes reflect the accounts of the Company and its wholly-owned subsidiaries. All intercompany profits, transactions and balances have been eliminated. Reclassifications Certain amounts in the prior years’ consolidated financial statements have been reclassified to conform to the current year presentation. Use of Estimates The Company’s consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash include all highly liquid investments with a maturity of three months or less at the time of purchase. Restricted cash represents cash that is legally restricted under the MRL Credit Facility, and it is presented as a non-current asset because it is only available for capital additions related to the renewable diesel project. Accounts Receivable The Company performs periodic credit evaluations of customers’ financial condition and generally does not require collateral. Accounts receivable are carried at their face amounts. The Company maintains an allowance for credit losses for estimated losses in the collection of accounts receivable. The Company makes estimates regarding the future ability of its customers to make required payments based on historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, expected future trends and other factors that may affect customers’ ability to pay. Individual accounts are written off against the allowance for credit losses after all reasonable collection efforts have been exhausted. The activity in the allowance for credit losses was as follows (in millions): December 31, 2021 2020 Beginning balance $ 0.8 $ 0.9 Provision 1.2 (0.1) Write-offs, net — — Ending balance $ 2.0 $ 0.8 Inventories The cost of inventory is recorded using the last-in, first-out (“LIFO”) method. Costs include crude oil and other feedstocks, labor, processing costs and refining overhead costs. Inventories are valued at the lo wer of cost or market value. The replacement cost of these inventories, based on current market values, would have be en $64.9 million higher than the carrying value of inventory and $6.7 million lower as of December 31, 2021 and 2020, respectively. On March 31, 2017 and June 19, 2017, the Company sold inventory comprised of crude oil and refined products to Macquarie Energy North America Trading Inc. (“Macquarie”) under Supply and Offtake Agreements as described in Note 8 — “Inventory Financing Agreements” related to the Great Falls and Shreveport refineries, respectively. Inventories consist of the following (in millions): December 31, 2021 December 31, 2020 Titled Supply & Offtake Agreements (1) Total Titled Supply & Offtake Agreements (1) Total Raw materials $ 41.0 $ 19.9 $ 60.9 $ 30.8 $ 11.5 $ 42.3 Work in process 52.5 28.5 81.0 31.8 27.4 59.2 Finished goods 121.1 63.6 184.7 114.0 39.4 153.4 $ 214.6 $ 112.0 $ 326.6 $ 176.6 $ 78.3 $ 254.9 (1) Amounts represent LIFO value and do not necessarily represent the value at which the inventory was sold. Please read Note 8 - “Inventory Financing Agreements” for further information. Under the LIFO inventory method, the most recently incurred costs are charged to cost of sales and inventories are valued at the earliest acquisition costs. For the year ended December 31, 2021, the Company re corded a decrease (exclus ive of lower of cost or market (“LCM”) adjustm ents) of $5.6 million in cost of sales in the consolidated statements of operations due to the liquidation of inventory layers. For the year ended December 31, 2020, the Company recorded an increase (exclusive of LCM adjustments) of $4.5 million in cost of sales in the consolidated statements of operations due to the liquidation of inventory layers. In addition, the use of the LIFO inventory method may result in increases or decreases to cost of sales in years that inventory volumes decline as the result of charging cost of sales with LIFO inventory costs generated in prior periods. In periods of rapidly declining prices, LIFO inventories may have to be written down to market value due to the higher costs assigned to LIFO layers in prior periods. During the year ended December 31, 2021, the Company record ed a decrease in cost of sales in the consolidated statements of operati ons of $44.7 million due to th e sale of inventory previously adjusted through the LCM valuation. During the year ended December 31, 2020, the Company recorded an increase in cost of sales in the consolidated statements of operations of $24.0 million as a result of declining market prices. Derivatives The Company is exposed to fluctuations in the price of numerous commodities, such as crude oil (its principal raw material), as well as the sales prices of gasoline, diesel, natural gas and jet fuel. Given the historical volatility of commodity prices, these fluctuations can significantly impact sales, gross profit and net income. Therefore, the Company utilizes derivative instruments primarily to minimize its price risk and volatility of cash flows associated with the purchase of crude oil, natural gas, and the sale of fuel products. The Company employs various hedging strategies and does not hold or issue derivative instruments for trading purposes. For further information, please read Note 10 - “Derivatives.” On a regular basis, the Company enters into commodity contracts with counterparties for the purchase or sale of crude oil, blendstocks and various finished products. These contracts usually qualify for the normal purchase / normal sale exemption under ASC 815 and, as such, are not measured at fair value. Property, Plant and Equipment Property, plant and equipment are stated on the basis of cost. Depreciation is calculated using the straight-line method over the estimated useful lives. Assets under finance leases are amortized over the lesser of the useful life of the asset or the term of the lease. Property, plant and equipment, including depreciable lives, consisted of the following (in millions): December 31, 2021 2020 Land $ 8.7 $ 8.7 Buildings and improvements (10 to 40 years) 35.5 35.5 Machinery and equipment (10 to 20 years) 1,649.6 1,625.9 Furniture, fixtures and software (5 to 10 years) 47.9 49.1 Assets under finance leases (1 to 14 years) (1) 8.3 7.4 Construction-in-progress 116.3 28.2 1,866.3 1,754.8 Less accumulated depreciation (916.6) (835.0) $ 949.7 $ 919.8 (1) Assets under finance leases consist of buildings and machinery and equipment. As of December 31, 2021 and 2020, finance lease assets are recorded net of accumulated amortization o f $4.1 million and $3.4 million, respectively. Under the composite depreciation method, the cost of partial retirements of a group is charged to accumulated depreciation. However, when there are dispositions of complete groups or significant portions of groups, the cost and related accumulated depreciation are retired, and any gain or loss is reflected in earnings. During 2021 and 2020, the Company incurred $151.1 million and $126.3 million, respectively, of interest expense of which $1.6 million and $0.4 million, respectively, was capitalized as a component of property, plant and equipment. The Company periodically assesses its operations and legal requirements to determine if recognition of an asset retirement obligation is necessary. The Company has not recorded an asset retirement obligation as of December 31, 2021 or 2020 given the timing of any retirement and related costs are currently indeterminable. During the years ended December 31, 2021 and 2020, the Company recorded $95.9 million and $91.1 million, respectively, of depreciation expense on its property, plant and equipment. Depreciation expense included $0.7 million and $0.6 million for the years ended 2021 and 2020, respectively, related to the Company’s finance lease assets. The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over five Goodwill Goodwill represents the excess of purchase price over fair value of the net assets acquired in various acquisitions. Please read Note 6 - “Goodwill and Other Intangible Assets” for more information. The Company assesses goodwill for impairment annually and whenever events or changes in circumstances indicate its carrying value may not be recoverable in accordance with ASC 350, Intangibles — Goodwill and Other (Topic 350) and ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . Under ASC 350, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the impairment test is unnecessary. The Company tests goodwill either quantitatively or qualitatively for impairment. The Company assessed goodwill for impairment qualitatively and quantitatively during the years ended December 31, 2021 and 2020, respectively. In assessing the qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involve significant judgment and assumptions. The judgment and assumptions include the identification of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and Company specific events and making the assessment on whether each relevant factor will impact the impairment test positively or negatively and the magnitude of any such impact. In the first step of the quantitative assessment, the Company’s assets and liabilities, including existing goodwill and other intangible assets, are assigned to the identified reporting units to determine the carrying value of the reporting units. Under ASU 2017-04, goodwill impairment testing is done by comparing the fair value of the reporting unit to its carrying value. If the carrying amount exceeds the fair value, the Company would recognize an impairment charge for the amount that the reporting unit's carrying value exceeds the fair value, not to exceed the total amount of goodwill allocated to that reporting unit. When performing the quantitative assessment, the fair value of the reporting units is determined using the income approach. The income approach focuses on the income-producing capability of the reporting unit, measuring the current value of the reporting unit by calculating the present value of its future economic benefits such as cash earnings, cost savings, corporate tax structure and product offerings. Value indications are developed by discounting expected cash flows to their present value at a rate of return that incorporates the risk-free rate for the use of funds, the expected rate of inflation, and risks associated with the reporting unit. For more information, please read Note 6 - “Goodwill and Other Intangible Assets.” Finite-Lived Intangible Assets Finite-lived intangible assets consist of intangible assets associated with customer relationships, tradenames, trade secrets, patents and royalty agreements that were acquired in various acquisitions. The majority of these assets are being amortized using undiscounted estimated future cash flows over the term of the related agreements. Intangible assets associated with customer relationships are being amortized using the undiscounted estimated future cash flows method based upon assumed rates of annual customer attrition. For more information, please read Note 6 - “Goodwill and Other Intangible Assets.” Other Noncurrent Assets Other noncurrent assets include turnaround costs. Turnaround costs represent capitalized costs associated with the Company’s periodic major maintenance and repairs and the net carrying value of turnaround costs included in other noncurrent assets in the consolidated balance sheets w ere $82.3 million and $34.2 million as of December 31, 2021 and 2020, respectively. The Company capitalizes these costs and amortizes the costs on a straight-line basis over the lives of the turnaround assets which is generally two five of $41.5 million and $60.5 million at December 31, 2021 and 2020, respectively. Renewable Identification Numbers (“RINs”) Obligation The Company’s RINs obligation (“RINs Obligation”) is an estimated provision for the future purchase of RINs in order to satisfy the U.S. Environmental Protection Agency’s (“EPA”) requirement to blend renewable fuels into certain transportation fuel products pursuant to the Renewable Fuel Standard (“RFS”). A RIN is a 38-character number assigned to each physical gallon of renewable fuel produced in or imported into the United States. The EPA sets annual volume obligations for the percentage of renewable fuels that must be blended into transportation fuels consumed in the U.S. and, as a producer of transportation fuels from petroleum, the Company is subject to those obligations. Compliance is demonstrated by tendering RINs to the EPA documenting that blending has been accomplished. To the extent the Company is unable to physically blend renewable fuels to satisfy the EPA requirement, it may purchase RINs in the open market to satisfy the annual obligations. The Company accounts for its current period RINs obligation by multiplying the quantity of RINs shortage (based on actual results) by the period end RINs spot price, which is recorded as a RINs obligation in the consolidated balance sheets. The Company’s RINs obligations for compliance years 2019 and 2020 are presented as a current liability in the consolidated balance sheets and the Company’s RINs obligation for compliance year 2021 is presented as a long-term liability in the consolidated balance sheets. This liability is revalued at the end of each subsequent accounting period, which produces non-cash mark-to-market adjustments that are reflected in cost of sales in the consolidated statements of operations (with the exception of RINs for compliance year 2019 related to the San Antonio refinery, which amount is reflected in other operating expense in the consolidated statements of operations). RINs generated by blending may be sold or held to offset future RINs Obligations. Any gains or losses from RINs sales are recorded in cost of sales in the consolidated statements of operations. The liabilities associated with the Company’s RINs obligation are considered recurring fair value measurements. Please read Note 7 - “Commitments and Contingencies” for further information on the Company’s RINs Obligation. Impairment of Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used, including finite-lived intangible assets, when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In such an event, a write-down of the asset would be recorded through a charge to operations, based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using anticipated cash flows assumed by a market participant discounted at a rate commensurate with the risk involved. Long-lived assets to be disposed of other than by sale are considered held and used until disposal. During the years ended December 31, 2021 and 2020, the Company did not identify any impairment indicators that suggested the carrying values of its long-lived assets are not recoverable at the asset groups within the Specialty Products and Solutions, Montana/Renewables, Performance Brands and Corporate segments. As a result of the long-lived asset impairment assessment performed, no im pairment charges were recorded for the years ended December 31, 2021 and 2020. For the year ended December 31, 2020, the Company recorded a loss of $5.1 million for the write-off of an other receivable for payments due from an unconsolidated affiliate, which is included in loss on impairment and disposal of assets in the consolidated statements of operations. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue Recognition, which states that revenue is recognized when control of the promised goods are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. Please read Note 4 - “Revenue Recognition” for additional information on our revenue recognition accounting policies and elections. Revenues associated with transactions commonly called buy/sell contracts, in which the purchase and sale of inventory with the same counterparty are entered into “in contemplation” of one another, are combined and reported as a net purchase in cost of sales in the consolidated statements of operations. Concentrations of Credit Risk The Company performs periodic credit evaluations of its customers’ financial condition and in some instances requires cash in advance or letters of credit prior to shipment for domestic orders. For international orders, letters of credit are generally required, and the Company maintains insurance policies which cover certain export orders. The Company maintains an allowance for credit losses account for estimated losses resulting from the inability of its customers to make required payments. The allowance for credit losses is developed based on several factors including historical experience, the age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions, expected future trends and other factors that may affect customers’ ability to pay, which exist as of the balance sheet dates. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company has derivative positions with a limited number of counterparties. The evaluation of these counterparties is performed quarterly in connection with the Company’s ASC 820-10, Fair Value Measurements and Disclosures, valuations to determine the impact of the counterparty credit risk on the valuation of its derivative instruments. Earnings per Unit The Company calculates earnings per unit under ASC 260-10, Earnings per Share . The Company treats incentive distribution rights (“IDRs”) as participating securities for the purposes of computing earnings per unit in the period that the general partner becomes contractually obligated to receive IDRs. Also, the undistributed earnings are allocated to the partnership interests based on the allocation of earnings to the Company’s partners’ capital accounts as specified in the Company’s partnership agreement. When distributions exceed earnings, net income is reduced by the actual distributions with the resulting net loss being allocated to capital accounts as specified in the Company’s partnership agreement. Unit-Based Compensation For unit-based compensation equity awards granted, compensation expense is recognized in the Company’s consolidated financial statements on a straight-line basis over the awards’ vesting periods based on their fair values on the dates of grant. The unit-based compensation awards vest over a period not exceeding four years. The amount of compensation expense recognized at any date is at least equal to the portion of the grant date value of the award that is vested at that date. For more information, please re ad Note 13 - “Unit-Based Compensation.” Unit-based compensation liability awards are awards that are currently expected to be settled in cash on their vesting dates, rather than in equity units (“Liability Awards”). Liability Awards are recorded in accrued salaries, wages and benefits based on the vested portion of the fair value of the awards on the balance sheet date. The fair value of Liability Awards is updated at each balance sheet date and changes in the fair value of the vested portions of the Liability Awards are recorded as increases or decreases to compensation expense. The Company recognizes forfeitures as they occur. Please read Note 13 - “Unit-Based Compensation” for more information on Liability Awards. Advertising Expenses The Company expenses advertising costs as incurred which tot aled $7.4 million and $4.3 million for the years ended December 31, 2021 and 2020, respectively. Advertising expenses are reported as selling expenses in the consolidated statements of operations. Recently Adopted Accounting Pronouncements On January 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which changed the impairment model for most financial instruments. Previous guidance required the recognition of credit losses based on an incurred loss impairment methodology that reflects losses once the losses are probable. Under ASU 2016-13, the Company is required to use a current expected credit loss (“CECL”) model that immediately recognizes an estimate of credit losses that are expected to occur over the life of the financial instruments that are in the scope of the update, including trade receivables. The CECL model uses a broader range of reasonable and supportable information in the development of credit loss estimates. The result of the adoption of ASU 2016-13 was de-minimis and did not result in an adjustment to beginning partners’ capital (deficit). The allowance for credit losses for accounts receivable was $2.0 million and $0.8 million at December 31, 2021 and 2020, respectively. |
Revenue Recognition Revenue Rec
Revenue Recognition Revenue Recognition (Note) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Revenue Recognition The following is a description of principal activities from which the Company generates revenue. Revenues are recognized when control of the promised goods are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods promised within each contract and determines the performance obligations and assesses whether each promised good is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Products The Company manufactures, formulates, and markets a diversified slate of specialty branded products to customers in various consumer-facing and industrial markets. The Company also produces fuel and fuel related products, including gasoline, diesel, jet fuel, asphalt, and other fuels products. The Company also blends, packages and markets high-performance branded specialty products through its Royal Purple, Bel-Ray, and TruFuel brands. The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. For each contract, the Company considers the promise to transfer products, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to variable consideration such as product returns, rebates or other discounts to determine the net consideration to which the Company expects to be entitled. The Company transfers control and recognizes revenue upon shipment to the customer or, in certain cases, upon receipt by the customer in accordance with contractual terms. Revenue is recognized when obligations under the terms of a contract with a customer are satisfied and control of the promised goods are transferred to the customer. The contract with the customer states the final terms of the sale, including the description, quantity and price of each product or service purchased. For fuel products, payment is typically due in full between 2 to 30 days of delivery or the start of the contract term, such that payment is typically collected 2 to 30 days subsequent to the satisfaction of performance obligations. For specialty products, payment is typically due in full between 30 to 90 days of delivery or the start of the contract term, such that payment is typically collected 30 to 90 days subsequent to the satisfaction of performance obligations. In the normal course of business, the Company does not accept product returns unless the item is defective as manufactured. The expected costs associated with a product assurance warranty continues to be recognized as expense when products are sold. The Company does not offer promised services that could be considered warranties that are sold separately or provide a service in addition to assurance that the related product complies with agreed upon specifications. The Company establishes provisions based on the methods described in ASC 606 for estimated returns and warranties as variable consideration when determining the transaction price. Excise and Sales Taxes The Company assesses, collects and remits excise taxes associated with the sale of certain of its fuel products. Furthermore, the Company collects and remits sales taxes associated with certain sales of its products to non-exempt customers. The Company excludes excise taxes and sales taxes that are collected from customers from the transaction price in its contracts with customers. Accordingly, revenue from contracts with customers is net of sales-based taxes that are collected from customers and remitted to taxing authorities. Shipping and Handling Costs Shipping and handling costs are deemed to be fulfillment activities rather than a separate distinct performance obligation. Cost of Obtaining Contracts The Company may incur incremental costs to obtain a sales contract, which under ASC 606 should be capitalized and amortized over the life of the contract. The Company has elected to apply the practical expedient in ASC 340-40-50-5 allowing the Company to expense these costs since the contracts are short-term in nature with a contract term of one year or less. Contract Balances Under product sales contracts, the Company invoices customers for performance obligations that have been satisfied, at which point payment is unconditional. Accordingly, a product sales contract does not give rise to contract assets or liabilities under ASC 606. The Company’s receivables, net of allowance for expected credit losses from contracts with customers as of December 31, 2021 and 2020 wa s $216.8 million a nd $152.4 million, respectively. Transaction Price Allocated to Remaining Performance Obligations The Company’s product sales are short-term in nature with a contract term of one year or less. The Company has utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. Additionally, each unit of product generally represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets For the years ended December 31, 2021 and 2020, the Company performed its annual goodwill assessment for each of the years then ended, respectively, and determined that the fair value of each of its reporting units with goodwill exceeded its carrying value. Thus, no impairment charge for goodwill related to the Specialty Products and Solutions segment or Performance Brands segment was recorded in the consolidated statements of operations within asset impairment for the years ended December 31, 2021 and 2020, respectively. There is no goodwill within the reporting units for the Montana/Renewables segment or the Corporate segment. Inputs used to estimate the fair value of the Company’s reporting units are considered Level 3 inputs of the fair value hierarchy and include the following: • The Company’s financial projections for its reporting units are based on its analysis of various supply and demand factors which include, among other things, industry-wide capacity, its planned utilization rate, end-user demand, crack spreads, capital expenditures and economic conditions. Such estimates are consistent with those used in the Company’s planning and capital investment reviews and include recent historical prices and published forward prices. • The discount rate used to measure the present value of the projected future cash flows is based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible. For Level 3 measurements, significant increases or decreases in long-term growth rates or discount rates in isolation or in combination could result in a significantly lower or higher fair value measurement. Changes in goodwill balances for the periods indicated below are as follows (in millions): Specialty Performance Brands Consolidated Total Net balance as of December 31, 2019 $ 47.7 $ 123.7 $ 171.4 Additions 1.6 — 1.6 Impairment (1) — — — Net balance as of December 31, 2020 $ 49.3 $ 123.7 $ 173.0 Additions — — — Impairment (1) — — — Net balance as of December 31, 2021 $ 49.3 $ 123.7 $ 173.0 (1) Total accumulated goodwill impairment as of December 31, 2021 and 2020, is $35.5 million. Other intangible assets consist of the following (in millions): Weighted Average Life (Years) December 31, 2021 December 31, 2020 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Customer relationships 22 $ 181.8 $ (147.4) $ 181.8 $ (139.7) Tradenames 11 26.8 (22.3) 26.8 (20.7) Trade secrets 13 52.9 (48.5) 52.9 (46.3) Patents 12 1.6 (1.6) 1.6 (1.6) Royalty agreements 20 6.1 (3.6) 6.1 (3.3) 19 $ 269.2 $ (223.4) $ 269.2 $ (211.6) Tradenames, trade secrets, patents and royalty agreements are being amortized to properly match expenses with the undiscounted estimated future cash flows over the terms of the related agreements or the period expected to be benefited. The costs of agreements with terms allowing for the potential extension of such agreements are being amortized based on the initial term only. Customer relationships are being amortized to properly match expenses with the undiscounted estimated future cash flows based upon assumed rates of annual customer attrition. For the years ended December 31, 2021 and 2020, the Company recorded amortization expense of intangible ass ets of $11.8 million and $14.3 million , respectively. As of December 31, 2021, the Company estimates that amortization of intangible assets for the next five years will be as follows (in millions): Year Amortization Amount 2022 $ 9.5 2023 $ 7.8 2024 $ 6.5 2025 $ 4.9 2026 $ 3.8 |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies From time to time, the Company is a party to certain claims and litigation incidental to its business, including claims made by various taxation and regulatory authorities, such as the Internal Revenue Service, the EPA and the U.S. Occupational Safety and Health Administration (“OSHA”), as well as various state environmental regulatory bodies and state and local departments of revenue, as the result of audits or reviews of the Company’s business. In addition, the Company has property, business interruption, general liability and various other insurance policies that may result in certain losses or expenditures being reimbursed to the Company. Environmental The Company conducts crude oil and specialty refining, blending and terminal operations and such activities are subject to stringent federal, regional, state and local laws and regulations governing worker health and safety, the discharge of materials into the environment and environmental protection. These laws and regulations impose obligations that are applicable to the Company’s operations, such as requiring the acquisition of permits to conduct regulated activities, restricting the manner in which the Company may release materials into the environment, requiring remedial activities or capital expenditures to mitigate pollution from former or current operations, requiring the application of specific health and safety criteria addressing worker protection and imposing substantial liabilities for pollution resulting from its operations. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil and criminal penalties; the imposition of investigatory, remedial or corrective action obligations or the incurrence of capital expenditures; the occurrence of delays in the permitting, development or expansion of projects and the issuance of injunctive relief limiting or prohibiting Company activities. Moreover, certain of these laws impose joint and several, strict liability for costs required to remediate and restore sites where petroleum hydrocarbons, wastes or other materials have been released or disposed. In addition, new laws and regulations, new interpretations of existing laws and regulations, increased governmental enforcement or other developments, some of which legal requirements are discussed below, could significantly increase the Company’s operational or compliance expenditures. Remediation of subsurface contamination is in process at certain of the Company’s refinery sites and is being overseen by the appropriate state agencies. Based on current investigative and remedial activities, the Company believes that the soil and groundwater contamination at these refineries can be controlled or remediated without having a material adverse effect on the Company’s financial condition. However, such costs are often unpredictable and, therefore, there can be no assurance that the future costs will not become material. Renewable Identification Numbers Obligation The RFS allows small refineries to apply at any time for a Small Refinery Exemption (“SRE”) from the renewable blending requirements, and Calumet had applied in respect of calendar 2019 and 2020 compliance years. The EPA has not taken a final action on 2019 and 2020 SRE applications. On January 19, 2021, the Company filed a lawsuit against Mr. Andrew Wheeler, who was then Administrator of the EPA, in federal court in the Western District of Louisiana and in the District of Montana seeking an order that the EPA cannot enforce the RINs compliance deadline until the EPA has taken action on the Company’s hardship exemption applications. Both cases currently are stayed through June 30, 2022. Subsequent to the Company filing those lawsuits, EPA extended the deadlines for 2019 RFS compliance to November 30, 2021 and for 2020 RFS compliance to January 31, 2022. On January 27, 2022, EPA further extended the compliance reporting deadlines and attestation engagement reporting deadlines for program years 2019, 2020 and 2021, calculated based on the future effective dates of other EPA RFS rulemakings. In December 2021, EPA issued a proposal to deny all currently pending petitions from small refineries seeking SREs, including for program years 2019 and 2020, based on an across the board determination that no refinery suffers disproportionate economic hardship from the RFS program. EPA has not yet taken final action on this proposal. The Company continues to anticipate that RFS compliance may continue to result in a significant expense for the Specialty Products and Solutions and Montana/Renewables segments. If legal or regulatory changes occur that have the effect of increasing the RINs Obligation, increasing the market price of RINs, or eliminating or narrowing the availability of SRE, the Company could be required to purchase additional RINs in the open market, which may materially increase the costs related to RFS compliance and could have a material adverse effect on the results of operations and liquidity. As of December 31, 2021 and 2020, the Company had a RINs Obligation recorded on the consolidated balance sheets of $278.9 million and $129.4 million, respectively. Please read Note 3 - “Summary of Significant Accounting Policies” for additional information. Occupational Health and Safety The Company is subject to various laws and regulations relating to occupational health and safety, including the federal Occupational Safety and Health Act, as amended, and comparable state laws. These laws and regulations strictly govern the protection of the health and safety of employees. In addition, OSHA’s hazard communication standard, the EPA’s community right-to-know regulations under Title III of the federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, and similar state statutes require the Company to maintain information about hazardous materials used or produced in the Company’s operations and provide this information to employees, contractors, state and local government authorities and customers. The Company maintains safety and training programs as part of its ongoing efforts to promote compliance with applicable laws and regulations. The Company conducts periodic audits of process safety management systems at each of its locations subject to this standard. The Company’s compliance with applicable health and safety laws and regulations has required, and continues to require, substantial expenditures. Changes in occupational safety and health laws and regulations or a finding of non-compliance with current laws and regulations could result in additional capital expenditures or operating expenses, as well as civil penalties and, in the event of a serious injury or fatality, criminal charges. Labor Matters The Company has approximately 550 employees covered by various collective bargaining agreements, or approximately 38% of its total workforce of approximately 1,450 employees. These agreements have expiration dates of April 30, 2022, July 31, 2022, January 15, 2023, January 31, 2023, August 20, 2024 and December 12, 2024 . The Company has approximately 335 employees, or 23% of its total workforce, who are covered by a collective bargaining agreement which will expire in less than one year and does not expect any work stoppages. Other Matters, Claims and Legal Proceedings Beginning in 2017, the Company initiated the first of several claims in Cascade County Circuit Court against the Montana Department of Revenue to recover overpaid taxes resulting from the county’s excessive property tax assessment of the Company’s Great Falls refinery for the 2017, 2018, and 2019 tax years. For the year ended December 31, 2020, the county had refunded, as the result of various court decisions, $6.0 million in excessive taxes and interest to the Company. The claims arising from the 2017, 2018, and 2019 tax years are closed. The $6.0 million was recorded as a reduction of taxes other than income taxes in the consolidated statements of operations for the year ended December 31, 2020. The Company is subject to other matters, claims and litigation incidental to its business. The Company has recorded accruals with respect to certain of its matters, claims and litigation where appropriate, that are reflected in the audited consolidated financial statements but are not individually considered material. For other matters, claims and litigation, the Company has not recorded accruals because it has not yet determined that a loss is probable or because the amount of loss cannot be reasonably estimated. While the ultimate outcome of matters, claims and litigation currently pending cannot be determined, the Company currently does not expect these outcomes, individually or in the aggregate (including matters for which the Company has recorded accruals), to have a material adverse effect on its financial position, results of operations or cash flows. The outcome of any matter, claim or litigation is inherently uncertain, however, and if decided adversely to the Company, or if the Company determines that settlement of particular litigation is appropriate, the Company may be subject to liability that could have a material adverse effect on its financial position, results of operations or cash flows. Standby Letters of Credit The Company has agreements with various financial institutions for standby letters of credit which have been issued primarily to vendors. As of December 31, 2021 and 2020, the Company had outstanding standby letters of credit of $32.7 million and $23.7 million, respectively, under its senior secured revolving credit facility (the “revolving credit facility”). Please read Note 9 - “Long-Term Debt” for additional information regarding the Company’s revolving credit facility. At December 31, 2021 and 2020, the maximum amount of letters of credit the Company could issue under its revolving credit facility was subject to borrowing base limitations, with a maximum letter of credit sublimit equal to $300.0 million, which may be increased with consent of the Agent (as defined in the Credit Agreement) to 90% of revolver commitments then in effect ($600.0 million at December 31, 2021 and 2020). As of December 31, 2021 and 2020, the Company had availability to issue letters of credit of approximatel y $296.0 million and approximately $154.4 million, respectively, under its revolving credit facility. Crude Oil Supply, Other Feedstocks and Finished Products Purchase commitments consist primarily of obligations to purchase fixed volumes of crude oil, other feedstocks and finished products for resale from various suppliers based on current market prices at the time of delivery. The Company is currently purchasing a majority of its crude oil under month-to-month evergreen contracts or on a spot basis. Certain other feedstocks are purchased under long-term supply contracts. As of December 31, 2021, the estimated minimum purchase commitments under the Company’s crude oil, other feedstock supply and finished product agreements were as follows (in millions): Year Commitment 2022 $ 22.8 2023 22.8 2024 22.9 2025 22.8 2026 22.8 Thereafter 9.8 Total $ 123.9 Throughput Contract Prior to 2020, the Company entered into a long-term agreement to transport crude oil at a minimum of 5,000 bpd through a pipeline, which commenced service in the second quarter of 2020. The agreement also contains a capital recovery charge that increases 2% per annum. The agreement is for seven years. As of December 31, 2021, the estimated minimum unconditional purchase commitments, including the capital recovery charge, under the agreement were as follows (in millions): Year Commitment (1) 2022 $ 3.9 2023 3.9 2024 4.0 2025 4.0 2026 4.0 Thereafter 2.0 Total (1) $ 21.8 |
Inventory Financing Agreement I
Inventory Financing Agreement Inventory Financing Agreement (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Financing Agreement [Abstract] | |
Supply And Exchange Agreements [Text Block] | Inventory Financing Agreements The Company is party to several agreements with Macquarie to support the operations of the Great Falls refinery and the Shreveport refinery (as amended, the “Supply and Offtake Agreements”). Both agreements have an expiration date of June 30, 2023. The Supply and Offtake Agreements allow the Company to purchase crude oil from Macquarie or one of its affiliates. Per the Supply and Offtake Agreements, Macquarie will provide up to 30,000 barrels per day of crude oil to the Great Falls refinery and 60,000 barrels per day of crude oil to the Shreveport refinery. While title to certain inventories will reside with Macquarie, the Supply and Offtake Agreements are accounted for by the Company similar to a product financing arrangement; therefore, the inventories sold to Macquarie will continue to be included in the Company’s consolidated balance sheets until processed and sold to a third party. For the years ended December 31, 2021 and 2020, the Company incurred an expense of $15.4 million and received a $1.1 million benefit, respectively, for financing costs related to the Supply and Offtake Agreements, which are included in interest expense in the Company’s consolidated statements of operations. The Company has provided cash collateral of $13.1 million relate d to the initial purchase of the Great Falls and Shreveport inventory to cover credit risk for future crude oil deliveries and potential liquidation risk if Macquarie exercises its rights and sells the inventory to third parties. The collateral was recorded as a reduction to the obligations. The Supply and Offtake Agreements also include a deferred payment arrangement (“Deferred Payment Arrangement”) whereby the Company can defer payments on just-in-time crude oil purchases from Macquarie owed under the agreements up to the value of the collateral provided (90% of the collateral is inventory). The deferred amounts under the Deferred Payment Arrangement will bear interest at a rate equal to the London Interbank Offered Rate (“LIBOR”) plus 3.25% per annum for both Shreveport and Great Falls. Amounts outstanding under the Deferred Payment Arrangement are included in obligations under inventory financing agreements in the Company’s consolidated balance sheets. Changes in the amount outstanding under the Deferred Payment Arrangement are included within cash flows from financing activities in the consolidated statements of cash flows. As of December 31, 2021 and December 31, 2020, the Company had $17.0 million |
Derivatives (Notes)
Derivatives (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives The Company is exposed to price risks due to fluctuations in the price of crude oil, refined products, natural gas and precious metals. The Company uses various strategies to reduce its exposure to commodity price risk. The strategies to reduce the Company’s risk utilize both physical forward contracts and financially settled derivative instruments, such as swaps, collars, options and futures, to attempt to reduce the Company’s exposure with respect to: • crude oil purchases and sales; • fuel product sales and purchases; • natural gas purchases; • precious metals purchases; and • fluctuations in the value of crude oil between geographic regions and between the different types of crude oil such as New York Mercantile Exchange West Texas Intermediate (“NYMEX WTI”), Light Louisiana Sweet, Western Canadian Select (“WCS”), WTI Midland, Mixed Sweet Blend, Magellan East Houston and ICE Brent. The Company manages its exposure to commodity markets, credit, volumetric and liquidity risks to manage its costs and volatility of cash flows as conditions warrant or opportunities become available. These risks may be managed in a variety of ways that may include the use of derivative instruments. Derivative instruments may be used for the purpose of mitigating risks associated with an asset, liability and anticipated future transactions and the changes in fair value of the Company’s derivative instruments will affect its earnings and cash flows; however, such changes should be offset by price or rate changes related to the underlying commodity or financial transaction that is part of the risk management strategy. The Company does not speculate with derivative instruments or other contractual arrangements that are not associated with its business objectives. Speculation is defined as increasing the Company’s natural position above the maximum position of its physical assets or trading in commodities, currencies or other risk bearing assets that are not associated with the Company’s business activities and objectives. The Company’s positions are monitored routinely by a risk management committee to ensure compliance with its stated risk management policy and documented risk management strategies. All strategies are reviewed on an ongoing basis by the Company’s risk management committee, which will add, remove or revise strategies in anticipation of changes in market conditions and/or its risk profiles. Such changes in strategies are to position the Company in relation to its risk exposures in an attempt to capture market opportunities as they arise. The Company is obligated to repurchase crude oil and refined products from Macquarie at the termination of the Supply and Offtake Agreements in certain scenarios. The Company has determined that the redemption feature on the initially recognized liability related to the Supply and Offtake Agreements is an embedded derivative indexed to commodity prices. As such, the Company has accounted for this embedded derivative at fair value with changes in the fair value, if any, recorded in gain (loss) on derivative instruments in the Company’s consolidated statements of operations please read Note 8 - “Inventory Financing Agreements" for additional information. The Company recognizes all derivative instruments at their fair values as either current assets or current liabilities in the consolidated balance sheets (please read Note 11 - “Fair Value Measurements”). Fair value includes any premiums paid or received and unrealized gains and losses. Fair value does not include any amounts receivable from or payable to counterparties, or collateral provided to counterparties. Derivative asset and liability amounts with the same counterparty are netted against each other for financial reporting purposes in accordance with the provisions of our master netting arrangements. The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative assets in the Company’s consolidated balance sheets (in millions): December 31, 2021 December 31, 2020 Balance Sheet Location Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Derivative instruments not designated as hedges: Montana/Renewables segment: WCS crude oil basis swaps Prepaid expenses and other current assets $ — $ — $ — $ 0.4 $ (0.4) $ — Total derivative instruments $ — $ — $ — $ 0.4 $ (0.4) $ — The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative liabilities in the Company’s consolidated balance sheets (in millions): December 31, 2021 December 31, 2020 Balance Sheet Location Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Derivative instruments not designated as hedges: Specialty Products and Solutions segment: Inventory financing obligation Obligations under inventory financing agreements $ (17.4) $ — $ (17.4) $ (1.1) $ — $ (1.1) Montana/Renewables segment: Inventory financing obligation Obligations under inventory financing agreements $ (10.5) $ — $ (10.5) $ (1.1) $ — $ (1.1) WCS crude oil basis swaps Derivative liabilities — — — (1.7) 0.4 (1.3) Total derivative instruments $ (27.9) $ — $ (27.9) $ (3.9) $ 0.4 $ (3.5) Certain of the Company’s outstanding derivative instruments are subject to credit support agreements with the applicable counterparties which contain provisions setting certain credit thresholds above which the Company may be required to post agreed-upon collateral, such as cash or letters of credit, with the counterparty to the extent that the Company’s mark-to-market net liability, if any, on all outstanding derivatives exceeds the credit threshold amount per such credit support agreement. The majority of the credit support agreements covering the Company’s outstanding derivative instruments also contain a general provision stating that if the Company experiences a material adverse change in its business, in the reasonable discretion of the counterparty, the Company’s credit threshold could be lowered by such counterparty. The Company does not expect that it will experience a material adverse change in its business. The cash flow impact of the Company’s derivative activities are included within cash flows from operating activities in the consolidated statements of cash flows. Derivative Instruments Not Designated as Hedges For derivative instruments not designated as hedges, the change in fair value of the asset or liability for the period is recorded to unrealized gain (loss) on derivative instruments in the consolidated statements of operations. Upon the settlement of a derivative not designated as a hedge, the gain or loss at settlement is recorded to realized gain (loss) on derivative instruments in the consolidated statements of operations. The Company has entered into natural gas swaps, crack spread swaps and crude oil basis swaps that are not designated as cash flow hedges for accounting purposes. However, these instruments provide economic hedges of the purchases and sales of the Company’s natural gas, crude oil, gasoline and refined products. The Company recorded the following gains (losses) in its consolidated statements of operations related to its derivative instruments not designated as hedges (in millions): Amount of Gain (Loss) Amount of Gain (Loss) Year Ended December 31, Year Ended December 31, Type of Derivative 2021 2020 2021 2020 Specialty Products and Solutions segment: Inventory financing obligation $ — $ — $ (16.3) $ 4.0 Natural gas swaps — 0.2 — — Crack spread swaps — 29.9 — (2.2) Montana/Renewables segment: Inventory financing obligation — — (9.4) 1.1 WCS crude oil basis swaps 1.1 19.5 1.3 (0.1) Total $ 1.1 $ 49.6 $ (24.4) $ 2.8 Derivative Positions As of December 31, 2021, the Company had no outstanding derivative contracts. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. These tiers include the following: • Level 1 — inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities • Level 2 — inputs include other than quoted prices in active markets that are either directly or indirectly observable • Level 3 — inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment. Recurring Fair Value Measurements Derivative Assets and Liabilities Derivative instruments are reported in the accompanying consolidated financial statements at fair value. The Company’s derivative instruments consist of over-the-counter (“OTC”) contracts, which are not traded on a public exchange. Substantially all of the Company’s derivative instruments are with counterparties that have long-term credit ratings of at least A3 and BBB+ by Moody’s and S&P, respectively. To estimate the fair values of the Company’s commodity derivative instruments, the Company uses the forward rate, the strike price, contractual notional amounts, the risk free rate of return and contract maturity. Various analytical tests are performed to validate the counterparty data. The fair values of the Company’s derivative instruments are adjusted for nonperformance risk and creditworthiness of the hedging entities through the Company’s credit valuation adjustment (“CVA”). The CVA is calculated at the counterparty level utilizing the fair value exposure at each payment date and applying a weighted probability of the appropriate survival and marginal default percentages. The Company uses the counterparty’s marginal default rate and the Company’s survival rate when the Company is in a net asset position at the payment date and uses the Company’s marginal default rate and the counterparty’s survival rate when the Company is in a net liability position at the payment date. Observable inputs utilized to estimate the fair values of the Company’s derivative instruments were based primarily on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Based on the use of various unobservable inputs, principally non-performance risk, creditworthiness of the hedging entities and unobservable inputs in the forward rate, the Company has categorized these derivative instruments as Level 3. Significant increases (decreases) in any of those unobservable inputs in isolation would result in a significantly lower (higher) fair value measurement. The Company believes it has obtained the most accurate information available for the types of derivative instruments it holds. Please read Note 10 - “Derivatives” for further information on derivative instruments. Pension Assets Pension assets are reported at fair value in the accompanying consolidated financial statements. At December 31, 2021 and 2020, the Company’s investments associated with its Pension Plan (as such term is hereinafter defined) consisted of (i) cash and cash equivalents, (ii) fixed income bond funds, (iii) mutual equity funds, and (iv) mutual balanced funds. The fixed income bond funds, mutual equity funds, and mutual balanced funds are measured at fair value using a market approach based on quoted prices from national securities exchanges and are categorized in Level 1 of the fair value hierarchy. Liability Awards Unit-based compensation Liability Awards are awards that are currently expected to be settled in cash on their vesting dates, rather than in equity units. The Liability Awards are categorized as Level 1 because the fair value of the Liability Awards is based on the Company’s quoted closing unit price as of each balance sheet date. Renewable Identification Numbers Obligation The Company’s RINs Obligation is categorized as Level 2 and is measured at fair value using the market approach based on prices obtained from an independent pricing serv ice. Please read Note 3 - “Summary of Significant Accounting Policies” f or further information on the Company’s RINs Obligation. Precious Metals Obligations The fair value of precious metals obligations is based upon unadjusted exchange-quoted prices and is, therefore, classified within Level 1 of the fair value hierarchy. Hierarchy of Recurring Fair Value Measurements The Company’s recurring assets and liabilities measured at fair value were as follows (in millions): December 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Pension Plan investments $ 34.5 $ — $ — $ 34.5 $ 34.4 $ — $ — $ 34.4 Total recurring assets at fair value $ 34.5 $ — $ — $ 34.5 $ 34.4 $ — $ — $ 34.4 Liabilities: Derivative liabilities: Inventory financing obligation $ — $ — $ (27.9) $ (27.9) $ — $ — $ (2.2) $ (2.2) WCS crude oil basis swaps — — — — — — (1.3) (1.3) Total derivative liabilities $ — $ — $ (27.9) $ (27.9) $ — $ — $ (3.5) $ (3.5) RINs obligation — (278.9) — (278.9) — (129.4) — (129.4) Precious metals obligations (6.8) — — (6.8) (7.9) — — (7.9) Liability Awards (63.1) — — (63.1) (14.2) — — (14.2) Total recurring liabilities at fair value $ (69.9) $ (278.9) $ (27.9) $ (376.7) $ (22.1) $ (129.4) $ (3.5) $ (155.0) The table below sets forth a summary of net changes in fair value of the Company’s Level 3 financial assets and liabilities (in millions): For the Year Ended December 31, 2021 2020 Fair value at January 1, $ (3.5) $ (6.3) Realized gain on derivative instruments 1.1 49.6 Unrealized gain (loss) on derivative instruments (24.4) 2.8 Settlements (1.1) (49.6) Fair value at December 31, $ (27.9) $ (3.5) Total gain (loss) included in net loss attributable to changes in unrealized gain (loss) relating to financial assets and liabilities held as of December 31, $ (24.4) $ 2.8 Nonrecurring Fair Value Measurements Certain non-financial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The Company assesses goodwill for impairment annually and whenever events or changes in circumstances indicate its carrying value may not be recoverable. The fair value of the reporting units is determined using the income approach. The income approach focuses on the income-producing capability of an asset, measuring the current value of the asset by calculating the present value of its future economic benefits such as cash earnings, cost savings, corporate tax structure and product offerings. Value indications are developed by discounting expected cash flows to their present value at a rate of return that incorporates the risk-free rate for the use of funds, the expected rate of inflation and risks associated with the reporting unit. These assets would generally be classified within Level 3, in the event that the Company were required to measure and record such assets at fair value within its consolidated financial statements. Please read Note 6 - “Goodwill and Other Intangible Assets” for further information on goodwill impairment. The Company periodically evaluates the carrying value of long-lived assets to be held and used, including finite-lived intangible assets and property plant and equipment, when events or circumstances warrant such a review. Fair value is determined primarily using anticipated cash flows assumed by a market participant discounted at a rate commensurate with the risk involved and these assets would generally be classified within Level 3, in the event that the Company was required to measure and record such assets at fair value within its consolidated financial statements. Please read Note 3 - “Summary of Significant Accounting Policies” for further information on long-lived asset impairment. Estimated Fair Value of Financial Instruments Cash, cash equivalents and restricted cash The carrying value of cash, cash equivalents and restricted cash are each considered to be representative of their fair value. Debt The estimated fair value of long-term debt at December 31, 2021 and 2020, consists primarily of senior notes. The estimated aggregate fair value of the Company’s 2022 Notes and 2023 Notes defined as Level 1 was based upon quoted market prices in an active market. The estimated fair value of the Company’s 2024 Secured Notes and 2025 Senior Notes defined as Level 2 was based upon quoted prices for identical or similar liabilities in markets that are not active. The carrying value of borrowings, if any, under the Company’s revolving credit facility, MRL Credit Facility, finance lease obligations and other obligations are classified as Level 3. Please read Note 9 - “Long-Term Debt” for further information on long-term debt. The Company’s carrying value and estimated fair value of the Company’s financial instruments, carried at adjusted historical cost, were as follows (in millions): December 31, 2021 December 31, 2020 Level Fair Value Carrying Value Fair Value Carrying Value Financial Instrument: 2022 Notes and 2023 Notes 1 $ 325.6 $ 322.3 $ 468.6 $ 471.9 2024 Secured Notes and 2025 Notes 2 $ 815.3 $ 742.0 $ 780.8 $ 739.6 Revolving credit facility 3 $ — $ (2.0) $ 108.0 $ 104.8 MRL Credit Facility 3 $ 303.5 $ 296.2 $ — $ — Shreveport terminal asset financing arrangement 3 $ 64.3 $ 63.0 $ — $ — Finance leases and other obligations 3 $ 4.7 $ 4.7 $ 6.0 $ 6.0 |
Partners' Capital (Notes)
Partners' Capital (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Partners' Capital | Partners’ Capital (Deficit) Units Authorized As of December 31, 2021 and 2020, the Company has 91,073,023 of common units authorized for issuance. Units Outstanding Of the 78,676,262 co mmon units outstanding at December 31, 2021 , 62,022,927 common units were held by the public, with the remaining 16,653,335 common units held by the Company’s affiliates (including members of the Company’s general partner and their families). Significant information regarding rights of the limited partners includes the following: • Rights to receive distributions of available cash within 45 days after the end of each quarter, to the extent the Company has sufficient cash from operations after the establishment of cash reserves. • Limited partners have limited voting rights on matters affecting the Company’s business. The general partner may consider only the interests and factors that it desires and has no duty or obligation to give any consideration of any interests of the Company’s limited partners. Limited partners have no right to elect the board of directors of the Company’s general partner. • The vote of the holders of at least 66 2/3% of all outstanding units voting together as a single class is required to remove the general partner. Any holder, other than the general partner or the general partner’s affiliates, that owns 20% or more of any class of units outstanding cannot vote on any matter. • The Company may issue an unlimited number of limited partner interests without the approval of the limited partners. • Limited partners may be required to sell their units to the general partner if at any time the general partner owns more than 80% of the issued and outstanding common units. Distributions and Incentive Distribution Rights The Company’s general partner is entitled to incentive distributions if the amount it distributes to unitholders with respect to any quarter exceeds specified target levels shown below: Total Quarterly Marginal Percentage Target Amount Unitholders General Partner Minimum Quarterly Distribution $0.45 98 % 2 % First Target Distribution up to $0.495 98 % 2 % Second Target Distribution above $0.495 up to $0.563 85 % 15 % Third Target Distribution above $0.563 up to $0.675 75 % 25 % Thereafter above $0.675 50 % 50 % The Company’s ability to make distributions is limited by its debt instruments. The revolving credit facility generally permits the Company to make cash distributions to unitholders as long as immediately after giving effect to such a cash distribution the Company has availability under the revolving credit facility at least the greater of (i) 15% of the Aggregate Borrowing Base (as defined in the credit agreement) then in effect, and (ii) $60.0 million (which amount is subject to increase in proportion to revolving commitment increases). Further, the revolving credit facility contains one springing financial covenant which provides that only if the Company’s availability under the revolving credit facility falls below the greater of (a) 10.0% of the Borrowing Base (as defined in the credit agreement) then in effect, and (b) $35.0 million (which amount is subject to increase in proportion to revolving commitment increases), the Company will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the credit agreement) of at least 1.0 to 1.0. The indentures governing the Company’s various senior notes restrict the Company’s ability to make cash distributions. Under the indenture governing the 2023 Notes, the Company may pay distributions to its unitholders in an amount equal to available cash from operating surplus (as defined in the Company’s partnership agreement) with respect to its preceding fiscal quarter, subject to certain customary adjustments described in the indentures, if the Company’s fixed charge coverage ratio (as defined in the indentures) for the most recently ended four full fiscal quarters is not less than 1.75 to 1.0. If the Company’s fixed charge coverage ratio is less than 1.75 to 1.0, the Company will be able to pay distributions to its unitholders up to an amount equal to a $225.0 million basket, subject to certain customary adjustments described in the indentures. The indentures governing the 2024 Secured Notes and 2025 Notes increase this minimum fixed charge coverage ratio to 3.0 to 1.0, with a basket of $25.0 million if the minimum is not met, also subject to certain customary adjustments described in the indentures. |
Unit-Based Compensation (Notes)
Unit-Based Compensation (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Unit-Based Compensation | Unit-Based Compensation The Company’s general partner originally adopted a Long-Term Incentive Plan on January 24, 2006, which was amended and restated effective December 10, 2015 and further amended effective December 9, 2021 (the “LTIP”), for its employees, consultants and directors and its affiliates who perform services for the Company. The LTIP provides for the grant of restricted units, phantom units, unit options and substitute awards and, with respect to unit options and phantom units, the grant of distribution equivalent rights (“DERs”). Following unitholder approval of the December 9, 2021 amendment to the LTIP, which was obtained on February 16, 2022, an aggregate of 5,283,960 common units may be delivered pursuant to awards under the LTIP. Units withheld to satisfy the Company’s general partner’s tax withholding obligations are available for delivery pursuant to other awards. The LTIP is administered by the compensation committee of the Company’s general partner’s board of directors. Liability Awards are awards that are currently expected to be settled in cash on their vesting dates, rather than in equity units. Phantom unit Liability Awards are recorded in accrued salaries, wages and benefits in the consolidated balance sheets based on the vested portion of the fair value of the awards on the balance sheet date. The fair value of Liability Awards is updated at each balance sheet date and changes in the fair values of the vested portions of the awards are recorded as increases or decreases to compensation expense within general and administrative expense in the consolidated statements of operations. Phantom Units Non-employee directors and certain management level employees of the Company’s general partner have been granted phantom units under the terms of the LTIP as part of their respective compensation packages related to fiscal years 2021 and 2020. The phantom units granted to non-employee directors related to fiscal year 2021 have a three-year cliff vest on the third anniversary following the grant date. The phantom units granted to non-employee directors related to fiscal year 2020 have a three Non-employee directors and certain senior management level employees of the Company’s general partner are eligible to defer their earned director fees or earned annual cash incentive amounts, respectively, into the Deferred Compensation Plan. When such individuals elect to defer any portion of their compensation into the plans, these deferred amounts are credited to the participant in the form of phantom units. The compensation committee may recommend a matching contribution for the deferred amounts at its discretion. For unit-based compensation equity awards granted, the Company uses the market price of its common units on the grant date to calculate the fair value and related compensation cost of the phantom units. The Company amortizes this compensation cost to partners’ capital (deficit) and general and administrative expense in the consolidated statements of operations using the straight-line method over the service period, as it expects these units to fully vest. A summary of the Company’s non-vested phantom units as of December 31, 2021, and the changes during the years ended December 31, 2021 and 2020, are presented below: Number of Weighted-Average Non-vested at December 31, 2019 2,901,288 $ 5.21 Granted 3,210,041 2.87 Vested (2,191,846) 3.11 Forfeited (1,548,615) 4.28 Non-vested at December 31, 2020 2,370,868 $ 2.21 Granted 821,964 4.71 Vested (1,002,338) 3.34 Forfeited (61,933) 3.68 Non-vested at December 31, 2021 2,128,561 $ 2.31 For the year ended December 31, 2021, compensation expense of $50.7 million was recognized in the consolidated statements of operations related to phantom unit grants, including $48.9 million attributable to Liability Awards for the year ended December 31, 2021. For the year ended December 31, 2020, compensation expense of $5.5 million was recognized in the consolidated statements of operations related to phantom unit grants, including $4.5 million attributable to Liability Awards for the year ended December 31, 2020. As of December 31, 2021, there was a total of $4.9 million of unrecognized compensation costs related to non-vested phantom unit grants, all of which was attributable to Liability Awards. As of December 31, 2020, there was a total of $5.2 million of unrecognized compensation costs related to non-vested phantom unit grants. These costs are expected to be recognized over a weighted-average period of approximately one $11.7 million and $5.3 million, respectively. |
Employee Benefit Plans (Notes)
Employee Benefit Plans (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Compensation and Employee Benefit Plans | Employee Benefit Plans Defined Contribution Plan The Company has a domestic defined contribution plan administered by its general partner for (i) all full-time employees that are eligible to participate in the plan (the “401(k) Plan”). Participants in the 401(k) Plan are allowed to contribute 1% to 70% of their pre-tax earnings to the plan, subject to government imposed limitations. The Company matches 100% of each 1% of eligible compensation contributed by the participant up to 4% and 50% of each additional 1% of eligible compensation contributed up to 6%, for a maximum contribution by the Company of 5% of eligible compensation contributed per participant. The plan also includes a profit-sharing component for eligible employees. Contributions under the profit-sharing component are determined by the board of directors of the Company’s general partner and are discretionary. The funding policy is consistent with funding requirements of applicable laws and regulations. The Company recorded the following 401(k) Plan matching contribution expense in the consolidated statements of operations (in millions): Year Ended December 31, 2021 2020 401(k) Plan matching contribution expense $ 5.9 $ 5.6 Defined Benefit Pension Plan The Company has domestic noncontributory defined benefit plans for those salaried employees as well as those employees represented by either the United Steelworkers (the “USW”) or the International Union of Operating Engineers (the “IUOE”); who (i) were formerly employees of Penreco and became employees of the Company as a result of the acquisition of Penreco on January 3, 2008 (the “Penreco Pension Plan”) or (ii) were formerly employees of Montana Refining Company, Inc. and who became employees of the Company as a result of the acquisition of the Great Falls refinery on October 1, 2012 (the “Great Falls Pension Plan” and together with the Penreco Pension Plan, the “Pension Plan”). Both the Penreco Pension Plan and the Great Falls Pension Plans were last amended in 2009 and 2015 respectively, which curtailed employees covered by the plans from accumulating additional benefits in subsequent years following the amendment date. During 2021, th e Company made an immaterial amount of contributions to its Pension Plan a nd expects to contribute less than $0.1 million to its Pension Plan in 2022. The accumulated and projected benefit obligations for the Pension Plan were $41.2 million and $43.6 million as of December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, the discount rate used to determine the benefit obligatio ns was 2.72% and 2.34%, respectively, for the Penreco Pension Plan and 2.70% and 2.35%, respectively, for the Gre at Falls Pension Plan. For the years ended December 31, 2021 and 2020, the expected return on plan assets for the Penreco Pension Plan and Great Falls Pension Plan was 4.50% and 5.00%, respectively . The fair value of plan assets was $34.5 million and $34.4 million a s of December 31, 2021 and 2020, respectively. The estimated benefit payments for the Pension Plan, which reflect expected future service, as appropriate, are expected to be l ess than $2.3 million in each of the next five years. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Comprehensive Loss | Accumulated Other Comprehensive Loss The table below sets forth a summary of changes in accumulated other comprehensive loss by component for the years ended December 31, 2021 and 2020 (in millions): Derivatives Defined Benefit Pension And Retiree Health Benefit Plans Total Accumulated other comprehensive income (loss) at December 31, 2019 $ 0.2 $ (10.8) $ (10.6) Other comprehensive loss before reclassifications (0.2) (1.5) (1.7) Net current period other comprehensive loss (0.2) (1.5) (1.7) Accumulated other comprehensive loss at December 31, 2020 $ — $ (12.3) $ (12.3) Other comprehensive income before reclassifications — 2.2 2.2 Net current period other comprehensive income — 2.2 2.2 Accumulated other comprehensive loss at December 31, 2021 $ — $ (10.1) $ (10.1) |
Income Taxes Income Taxes (Note
Income Taxes Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | Income Taxes The Company, as a partnership, is generally not liable for federal and state income taxes on the earnings of Calumet Specialty Products Partners, L.P. and its wholly-owned subsidiaries. However, the Company conducts certain activities through immaterial, wholly-owned subsidiaries that are corporations, which in certain circumstances are subject to federal, state and local income taxes. Additionally, the Company is subject to franchise taxes in certain states. Income taxes on the earnings of the Company, with the exception of the above-mentioned taxes, are the responsibility of its partners, with earnings of the Company included in partners’ earnings. For the years ended December 31, 2021 and 2020, the Company recognized income tax expense o f $1.5 million and $1.1 million , respectively. As a result of the Company’s analysis, management has determined that the Company does not have any material uncertain tax positions. |
Earnings Per Unit (Notes)
Earnings Per Unit (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Unit [Abstract] | |
Earnings Per Share | Earnings per Unit The following table sets forth the computation of basic and diluted earnings per limited partner unit (in millions, except unit and per unit data): Year Ended December 31, 2021 2020 Numerator for basic and diluted earnings per limited partner unit: Net loss $ (260.1) $ (149.0) Less: General partner’s interest in net loss (5.2) (3.0) Net loss available to limited partners $ (254.9) $ (146.0) Denominator for basic and diluted earnings per limited partner unit: Weighted average limited partner units outstanding (1) 78,980,839 78,369,091 Limited partners’ interest basic and diluted net loss per unit: Limited partners’ interest $ (3.23) $ (1.86) (1) Total diluted weighted average limited partner units outstanding excludes a de-minimus amount of potentially dilutive phantom units which would have been anti-dilutive for the year ended December 31, 2020. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Transactions with Related Parties During the years ended December 31, 2021 and 2020, the Company had product sales to related parties of $19.9 million and $16.4 million , respectively. Trade accounts and other receivables from related parties at December 31, 2021 and 2020 wer e $3.1 million an d $0.9 million, respectively. The Company also had purchases from related parties during the years ended December 31, 2021 and 2020 of $9.7 million and $16.3 million , respectively. Accounts payable to related parties were $2.3 million and $1.6 million, at December 31, 2021 and 2020, respectively. The general partner employs all of the Company’s employees and the Company reimburses the general partner for certain of its expenses. |
Segments and Related Informatio
Segments and Related Information (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments and Related Information | Segments and Related Information Segment Reporting The Company determines its reportable segments based on how the business is managed internally for the products sold to customers, including how results are reviewed and resources are allocated by the chief operating decision makers (“CODM”). Effective January 1, 2021, the Company reorganized its business segments as a result of a change in how the CODM allocates resources, makes operating decisions and assesses the performance of its business. As a result, as of January 1, 2021, the Company’s operations are managed by the CODM using the following reportable segments: • Specialty Products and Solutions. The Specialty Products and Solutions segment consists of our customer-focused solutions and formulations businesses, covering multiple specialty product lines, anchored by our unique integrated complex in Northwest Louisiana. In this segment, we manufacture and market a wide variety of solvents, waxes, customized lubricating oils, white oils, petrolatums, gels, esters, and other products. Our specialty products are sold to domestic and international customers who purchase them primarily as raw material components for consumer-facing and industrial products. • Montana/Renewables. The Montana/Renewables segment is composed of our Great Falls refinery and dual-train energy transition project. When our Great Falls renewable diesel facility is operational, we will process a variety of geographically advantaged renewable feedstocks into renewable hydrogen, renewable natural gas, renewable propane, renewable naphtha, renewable kerosene/aviation fuel, and renewable diesel that we expect to distribute into renewable markets in the western half of North America. At our Montana specialty refinery, we process Canadian crude oil into conventional gasoline, diesel, jet fuel and specialty grades of asphalt, with production sized to serve local markets. • Performance Brands. The Performance Brands segment includes our fast-growing portfolio of high-quality, high-performing brands. In this segment, we blend, package, and market high performance products through our Royal Purple, Bel-Ray, and TruFuel brands. • Corporate. The Corporate segment primarily consists of general and administrative expenses not allocated to the Montana/Renewables, Specialty Products and Solutions, or Performance Brands segments. Segment information presented herein reflects the impact of this reorganization for all periods presented. During the first quarter of 2021, the CODM changed the definition and calculation of Adjusted EBITDA to exclude RINs mark-to-market adjustments (see item (j) below). The Company’s RINs liability is calculated by multiplying the RINs shortage (based on actual results) by the period end spot price and is subsequently revalued as of the last day of each accounting period. The resulting non-cash adjustments are included in cost of sales in the statement of operations, with the exception of RINs for the 2019 compliance year related to the San Antonio refinery, which are included in other operating expense. The Company believes that this revised definition and calculation better reflects the performance of the Company’s business segments including cash flows because it excludes these non-cash fluctuations. Adjusted EBITDA has been revised for all periods presented to consistently reflect this change. The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies as disclosed in Note 3 - “Summary of Significant Accounting Policies,” except that the disaggregated financial results for the reporting segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions. The Company accounts for inter-segment sales and transfers using market-based transfer pricing. The Company will periodically refine its expense allocation methodology for its segment reporting as more specific information becomes available and the industry or market changes. In addition, the accounting policies of the reporting segments for shipping and handling costs, which are primarily costs paid to third-party shippers for transporting products to customers, are the same as that described in Note 2 - “Change in Accounting Policy.” The Company evaluates performance based upon Adjusted EBITDA (a non-GAAP financial measure). The Company defines Adjusted EBITDA for any period as EBITDA adjusted for (a) impairment; (b) unrealized gains and losses from mark-to-market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, extinguishment costs, premiums and penalties; (f) any net gain or loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) amortization of turnaround costs; (h) LCM inventory adjustments; (i) the impact of liquidation of inventory layers calculated using the LIFO method; (j) RINs mark-to-market adjustments; and (k) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense. Reportable segment information is as follows (in millions): Year Ended December 31, 2021 Specialty Products and Solutions Performance Brands Montana/Renewables Corporate Eliminations Consolidated Sales: External customers $ 2,111.4 $ 252.9 $ 783.7 $ — $ — $ 3,148.0 Inter-segment sales 16.1 — — — (16.1) — Total sales $ 2,127.5 $ 252.9 $ 783.7 $ — $ (16.1) $ 3,148.0 Adjusted EBITDA $ 104.6 $ 33.8 $ 44.4 $ (72.5) $ — $ 110.3 Reconciling items to net loss: Depreciation and amortization 68.5 13.6 34.6 8.0 — 124.7 LCM / LIFO gain (35.1) (3.8) (11.4) — — (50.3) Loss on impairment and disposal of assets 3.1 0.1 0.8 0.1 — 4.1 Gain on sale of business, net (0.2) — — — — (0.2) Interest expense 18.5 0.3 8.3 122.4 — 149.5 Unrealized loss on derivatives 16.3 — 8.1 — — 24.4 RINs mark-to-market loss 40.9 — 16.8 — — 57.7 Other non-recurring expenses 8.3 Equity based compensation and other items 50.7 Income tax expense 1.5 Net loss $ (260.1) Capital expenditures $ 57.6 $ 3.3 $ 83.0 $ — $ — $ 143.9 PP&E, net $ 375.5 $ 34.3 $ 531.3 $ 8.6 $ — $ 949.7 Year Ended December 31, 2020 Specialty Products and Solutions Performance Brands Montana/Renewables Corporate Eliminations Consolidated Sales: External customers $ 1,528.9 $ 234.1 $ 505.2 $ — $ — $ 2,268.2 Inter-segment sales 12.6 0.3 — — (12.9) — Total sales $ 1,541.5 $ 234.4 $ 505.2 $ — $ (12.9) $ 2,268.2 Adjusted EBITDA $ 151.0 $ 61.1 $ 71.4 $ (66.2) $ — $ 217.3 Reconciling items to net loss: Depreciation and amortization 60.9 16.0 35.1 7.7 — 119.7 LCM / LIFO loss 23.5 1.5 3.5 — — 28.5 Loss on impairment and disposal of assets 0.2 1.4 — 5.2 — 6.8 Gain on sale of business, net (1.0) — — — — (1.0) Interest expense 0.6 0.3 0.4 124.6 — 125.9 Unrealized gain on derivatives (1.8) — (1.0) — — (2.8) RINs mark-to-market loss 53.7 — 22.1 — — 75.8 Other non-recurring expenses 2.4 Equity-based compensation and other items 9.9 Income tax expense 1.1 Net loss $ (149.0) Capital expenditures $ 49.8 $ 1.7 $ 14.2 $ 1.7 $ — $ 67.4 PP&E, net $ 406.0 $ 34.0 $ 463.2 $ 16.6 $ — $ 919.8 Geographic Information International sales accounted for less than ten percent of c onsolidated sales in each of the years ended December 31, 2021 and 2020, respectively. Product Information The Company offers specialty, fuels, and packaged products primarily in categories consisting of lubricating oils, solvents, waxes, gasoline, diesel, jet fuel, asphalt, heavy fuel oils, high-performance branded specialty products, and other specialty and fuels products. The following table sets forth the major product category sales for each segment (dollars in millions): Year Ended December 31, 2021 2020 Specialty Products and Solutions: Lubricating oils $ 658.7 20.9 % $ 473.5 20.9 % Solvents 303.7 9.7 % 236.2 10.4 % Waxes 151.7 4.8 % 129.1 5.7 % Fuels, asphalt and other by-products 997.3 31.7 % 690.1 30.4 % Total $ 2,111.4 67.1 % $ 1,528.9 67.4 % Montana/Renewables: Gasoline $ 188.3 6.0 % $ 135.9 6.0 % Diesel 324.9 10.3 % 204.1 9.0 % Jet fuel 27.5 0.9 % 14.6 0.7 % Asphalt, heavy fuel oils and other 243.0 7.7 % 150.6 6.6 % Total $ 783.7 24.9 % $ 505.2 22.3 % Performance Brands: $ 252.9 8.0 % $ 234.1 10.3 % Consolidated sales $ 3,148.0 100.0 % $ 2,268.2 100.0 % Major Customers During the years ended December 31, 2021 and 2020, the Company had no customer that represented 10% or greater of consolidated sales. Major Suppliers During the years ended December 31, 2021 and 2020, the Company had two counterparties that supplied approximately 90.2% and 82.9% , respectively, of its crude oil supply. |
Accounting Standards Update and Change in Accounting Principle | Change in Accounting Policy During the first quarter of fiscal 2021, the Company changed its method of accounting for shipping and handling costs, which are primarily costs paid to third-party shippers for transporting products to customers. Under the new method of accounting, the Company includes shipping costs in cost of sales, whereas previously, they were included in operating costs and expenses under the caption transportation expense. The Company believes that including these expenses in cost of sales is preferable, as it better aligns these costs with the related revenue in the gross profit calculation and is consistent with the practices of other industry peers. This change in accounting principle has been applied retrospectively, and the consolidated statements of operations reflect the effect of this accounting principle change for all periods presented. This reclassification had no impact on net income (loss) before income taxes, net income (loss) attributable to limited partners, limited partners’ interest basic net income (loss) per unit, or limited partners’ interest diluted net income (loss) per unit. The consolidated balance sheets, consolidated statements of comprehensive income (loss), consolidated statements of partners’ capital (deficit), and consolidated statements of cash flows were not impacted by this accounting principle change. The consolidated statements of operations for the year ended December 31, 2020 have been adjusted to reflect this change in accounting policy. The impact of the adjustment for the year ended December 31, 2020 was an increase of $111.0 million to cost of sales and a corresponding decrease to transportation expense in the consolidated statements of operations. |
Leases Leases (Notes)
Leases Leases (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lessee, Operating Leases | Leases The Company has various operating and finance leases primarily for the use of land, storage tanks, railcars, equipment, precious metals and office facilities that have remaining lease terms of greater than one eighteen years, some of which include options to extend the lease for up to 34 years, and some of which include options to terminate the lease within one year. Supplemental balance sheet information related to the Company’s leases for the periods presented were as follows (in millions): December 31, 2021 December 31, 2020 Assets: Classification: Operating lease assets Operating lease right-of-use assets (1) $ 157.7 $ 85.8 Finance lease assets Property, plant and equipment, net (2) 4.2 4.0 Total leased assets $ 161.9 $ 89.8 Liabilities: Current Operating Current portion of operating lease liabilities (1) $ 65.1 $ 41.4 Finance Current portion of long-term debt 0.8 0.6 Non-current Operating Long-term operating lease liabilities (1) 93.1 44.8 Finance Long-term debt, less current portion 3.2 3.1 Total lease liabilities $ 162.2 $ 89.9 (1) Additions to the Company’s operating lease right of use assets and operating lease liabilities for the year ended December 31, 2021 are primarily related to the renewal of a lease agreement with Philips 66 related to the LVT unit at its Lake Charles, Louisiana refinery. (2) As of December 31, 2021 and 2020, finance lease assets are recorded net of accumulated amortization of $4.1 million and $3.4 million, respectively. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense related to the Company’s leases for the periods presented were as follows (in millions): December 31, Lease Costs: Classification: 2021 2020 Fixed operating lease cost Cost of Sales; SG&A Expenses $ 51.5 $ 46.2 Short-term operating lease cost (1) Cost of Sales; SG&A Expenses 7.8 8.6 Variable operating lease cost (2) Cost of Sales; SG&A Expenses 13.8 1.9 Finance lease cost: Amortization of finance lease assets Cost of Sales 0.7 0.6 Interest on lease liabilities Interest expense 0.4 0.4 Total lease cost $ 74.2 $ 57.7 (1) The Company’s leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. (2) The Company’s railcar leases typically include a mileage limit the railcar can travel over the life of the lease. For any mileage incurred over this limit, the Company is obligated to pay an agreed upon dollar value for each mile that is traveled over the limit. Operating lease expense included in the consolidated statements of operations was $73.1 million and $56.7 million for the years ended December 31, 2021 and 2020, respectively. Cash paid related to operating lease obligations approximated lease expense for 2021 and 2020, respectively. As of December 31, 2021, the Company had estimated minimum commitments for the payment of rentals under leases which, at inception, had a noncancelable term of more than one year, as follows (in millions): Maturity of Lease Liabilities Operating Leases (1) Finance Leases (2) Total 2022 $ 73.5 $ 1.0 $ 74.5 2023 69.7 1.0 70.7 2024 11.0 1.0 12.0 2025 7.9 0.7 8.6 2026 3.7 0.7 4.4 Thereafter 9.5 0.3 9.8 Total $ 175.3 $ 4.7 $ 180.0 Less: Interest 17.1 0.7 17.8 Present value of lease liabilities $ 158.2 $ 4.0 $ 162.2 Less obligations due within one year 65.1 0.8 65.9 Long-term lease obligations $ 93.1 $ 3.2 $ 96.3 (1) As of December 31, 2021, the Company’s operating lease pa yments included no material options to extend lease terms that are reasonably certain of being exercised. The Company has no legally binding minimum lease payments for leases signed but not yet commenced as of December 31, 2021. (2) As of December 31, 2021, the Company’s finance lease payments included no material options to extend lease terms that are reasonably certain of being exercised. In addition, the Company has no legally binding minimum lease payments for leases that have been signed but not yet commenced as of December 31, 2021. Weighted-Average Lease Term and Discount Rate The weighted-average remaining lease term and weighted-average discount rate for the Company’s operating and finance leases for the periods presented were as follows: Lease Term and Discount Rate: December 31, 2021 December 31, 2020 Weighted-average remaining lease term (years): Operating leases 3.1 3.8 Finance leases 4.8 5.4 Weighted-average discount rate: Operating leases 7.0 % 7.3 % Finance leases 7.3 % 8.3 % |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events As of March 1, 2022, the fair value of the Company’s derivative liabilities has increased by approximately $16.9 million subsequent to December 31, 2021. On January 20, 2022, the Company issued and sold $325.0 million in aggregate principal amount of 2027 Notes, in a private placement pursuant to Section 4(a)(2) of the Securities Act to eligible purchasers at par. The Company received net proceeds of $319.1 million, after deducting the initial purchasers’ discount and offering expenses. Interest on the 2027 Notes is paid semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2022. On January 12, 2022, the Company issued a notice of conditional redemption for $325.0 million in aggregate principal amount of the 2023 Notes at a redemption price of par, plus accrued and unpaid interest to the redemption date of February 11, 2022, conditioned on the completion of an offering of at least $300.0 million aggregate principal amount of senior debt securities on or before February 11, 2022. As the conditions precedent were met on January 20, 2022, the Company funded the redemption of the 2023 Notes with the net proceeds from the offering of the 2027 Notes and the remainder from cash on hand. In conjunction with the redemption, the Company incurred debt extinguishment costs of $2.5 million. On January 20, 2022, the Company entered into the Third Amendment to its revolving credit facility (the “Credit Facility Amendment”), which, among other chang es, (a) extends the term of the revolving credit facility for five years from the date of the Credit Facility Amendment, (b) reduces aggregate commitments under the revolving credit facility to $500.0 million, which includes a FILO tranche, and (c) replaces LIBOR as a reference interest rate with a new reference interest rate based on Secured Overnight Financing Rate. |
Accounting Policies
Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Accounting Standards Update and Change in Accounting Principle | Change in Accounting Policy During the first quarter of fiscal 2021, the Company changed its method of accounting for shipping and handling costs, which are primarily costs paid to third-party shippers for transporting products to customers. Under the new method of accounting, the Company includes shipping costs in cost of sales, whereas previously, they were included in operating costs and expenses under the caption transportation expense. The Company believes that including these expenses in cost of sales is preferable, as it better aligns these costs with the related revenue in the gross profit calculation and is consistent with the practices of other industry peers. This change in accounting principle has been applied retrospectively, and the consolidated statements of operations reflect the effect of this accounting principle change for all periods presented. This reclassification had no impact on net income (loss) before income taxes, net income (loss) attributable to limited partners, limited partners’ interest basic net income (loss) per unit, or limited partners’ interest diluted net income (loss) per unit. The consolidated balance sheets, consolidated statements of comprehensive income (loss), consolidated statements of partners’ capital (deficit), and consolidated statements of cash flows were not impacted by this accounting principle change. The consolidated statements of operations for the year ended December 31, 2020 have been adjusted to reflect this change in accounting policy. The impact of the adjustment for the year ended December 31, 2020 was an increase of $111.0 million to cost of sales and a corresponding decrease to transportation expense in the consolidated statements of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Consolidation | The consolidated financial statements and related notes reflect the accounts of the Company and its wholly-owned subsidiaries. All intercompany profits, transactions and balances have been eliminated. |
Reclassifications | Certain amounts in the prior years’ consolidated financial statements have been reclassified to conform to the current year presentation. |
Use of Estimates | The Company’s consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash include all highly liquid investments with a maturity of three months or less at the time of purchase. Restricted cash represents cash that is legally restricted under the MRL Credit Facility, and it is presented as a non-current asset because it is only available for capital additions related to the renewable diesel project. |
Accounts Receivable | The Company performs periodic credit evaluations of customers’ financial condition and generally does not require collateral. Accounts receivable are carried at their face amounts. The Company maintains an allowance for credit losses for estimated losses in the collection of accounts receivable. The Company makes estimates regarding the future ability of its customers to make required payments based on historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, expected future trends and other factors that may affect customers’ ability to pay. Individual accounts are written off against the allowance for credit losses after all reasonable collection efforts have been exhausted. |
Inventories | The cost of inventory is recorded using the last-in, first-out (“LIFO”) method. Costs include crude oil and other feedstocks, labor, processing costs and refining overhead costs. Inventories are valued at the lower of cost or market value. Under the LIFO inventory method, the most recently incurred costs are charged to cost of sales and inventories are valued at the earliest acquisition costs. |
Derivatives | The Company is exposed to fluctuations in the price of numerous commodities, such as crude oil (its principal raw material), as well as the sales prices of gasoline, diesel, natural gas and jet fuel. Given the historical volatility of commodity prices, these fluctuations can significantly impact sales, gross profit and net income. Therefore, the Company utilizes derivative instruments primarily to minimize its price risk and volatility of cash flows associated with the purchase of crude oil, natural gas, and the sale of fuel products. The Company employs various hedging strategies and does not hold or issue derivative instruments for trading purposes. Derivatives The Company is exposed to price risks due to fluctuations in the price of crude oil, refined products, natural gas and precious metals. The Company uses various strategies to reduce its exposure to commodity price risk. The strategies to reduce the Company’s risk utilize both physical forward contracts and financially settled derivative instruments, such as swaps, collars, options and futures, to attempt to reduce the Company’s exposure with respect to: • crude oil purchases and sales; • fuel product sales and purchases; • natural gas purchases; • precious metals purchases; and • fluctuations in the value of crude oil between geographic regions and between the different types of crude oil such as New York Mercantile Exchange West Texas Intermediate (“NYMEX WTI”), Light Louisiana Sweet, Western Canadian Select (“WCS”), WTI Midland, Mixed Sweet Blend, Magellan East Houston and ICE Brent. The Company manages its exposure to commodity markets, credit, volumetric and liquidity risks to manage its costs and volatility of cash flows as conditions warrant or opportunities become available. These risks may be managed in a variety of ways that may include the use of derivative instruments. Derivative instruments may be used for the purpose of mitigating risks associated with an asset, liability and anticipated future transactions and the changes in fair value of the Company’s derivative instruments will affect its earnings and cash flows; however, such changes should be offset by price or rate changes related to the underlying commodity or financial transaction that is part of the risk management strategy. The Company does not speculate with derivative instruments or other contractual arrangements that are not associated with its business objectives. Speculation is defined as increasing the Company’s natural position above the maximum position of its physical assets or trading in commodities, currencies or other risk bearing assets that are not associated with the Company’s business activities and objectives. The Company’s positions are monitored routinely by a risk management committee to ensure compliance with its stated risk management policy and documented risk management strategies. All strategies are reviewed on an ongoing basis by the Company’s risk management committee, which will add, remove or revise strategies in anticipation of changes in market conditions and/or its risk profiles. Such changes in strategies are to position the Company in relation to its risk exposures in an attempt to capture market opportunities as they arise. The Company is obligated to repurchase crude oil and refined products from Macquarie at the termination of the Supply and Offtake Agreements in certain scenarios. The Company has determined that the redemption feature on the initially recognized liability related to the Supply and Offtake Agreements is an embedded derivative indexed to commodity prices. As such, the Company has accounted for this embedded derivative at fair value with changes in the fair value, if any, recorded in gain (loss) on derivative instruments in the Company’s consolidated statements of operations please read Note 8 - “Inventory Financing Agreements" for additional information. The Company recognizes all derivative instruments at their fair values as either current assets or current liabilities in the consolidated balance sheets (please read Note 11 - “Fair Value Measurements”). Fair value includes any premiums paid or received and unrealized gains and losses. Fair value does not include any amounts receivable from or payable to counterparties, or collateral provided to counterparties. Derivative asset and liability amounts with the same counterparty are netted against each other for financial reporting purposes in accordance with the provisions of our master netting arrangements. The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative assets in the Company’s consolidated balance sheets (in millions): December 31, 2021 December 31, 2020 Balance Sheet Location Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Derivative instruments not designated as hedges: Montana/Renewables segment: WCS crude oil basis swaps Prepaid expenses and other current assets $ — $ — $ — $ 0.4 $ (0.4) $ — Total derivative instruments $ — $ — $ — $ 0.4 $ (0.4) $ — The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative liabilities in the Company’s consolidated balance sheets (in millions): December 31, 2021 December 31, 2020 Balance Sheet Location Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Derivative instruments not designated as hedges: Specialty Products and Solutions segment: Inventory financing obligation Obligations under inventory financing agreements $ (17.4) $ — $ (17.4) $ (1.1) $ — $ (1.1) Montana/Renewables segment: Inventory financing obligation Obligations under inventory financing agreements $ (10.5) $ — $ (10.5) $ (1.1) $ — $ (1.1) WCS crude oil basis swaps Derivative liabilities — — — (1.7) 0.4 (1.3) Total derivative instruments $ (27.9) $ — $ (27.9) $ (3.9) $ 0.4 $ (3.5) Certain of the Company’s outstanding derivative instruments are subject to credit support agreements with the applicable counterparties which contain provisions setting certain credit thresholds above which the Company may be required to post agreed-upon collateral, such as cash or letters of credit, with the counterparty to the extent that the Company’s mark-to-market net liability, if any, on all outstanding derivatives exceeds the credit threshold amount per such credit support agreement. The majority of the credit support agreements covering the Company’s outstanding derivative instruments also contain a general provision stating that if the Company experiences a material adverse change in its business, in the reasonable discretion of the counterparty, the Company’s credit threshold could be lowered by such counterparty. The Company does not expect that it will experience a material adverse change in its business. The cash flow impact of the Company’s derivative activities are included within cash flows from operating activities in the consolidated statements of cash flows. Derivative Instruments Not Designated as Hedges For derivative instruments not designated as hedges, the change in fair value of the asset or liability for the period is recorded to unrealized gain (loss) on derivative instruments in the consolidated statements of operations. Upon the settlement of a derivative not designated as a hedge, the gain or loss at settlement is recorded to realized gain (loss) on derivative instruments in the consolidated statements of operations. The Company has entered into natural gas swaps, crack spread swaps and crude oil basis swaps that are not designated as cash flow hedges for accounting purposes. However, these instruments provide economic hedges of the purchases and sales of the Company’s natural gas, crude oil, gasoline and refined products. The Company recorded the following gains (losses) in its consolidated statements of operations related to its derivative instruments not designated as hedges (in millions): Amount of Gain (Loss) Amount of Gain (Loss) Year Ended December 31, Year Ended December 31, Type of Derivative 2021 2020 2021 2020 Specialty Products and Solutions segment: Inventory financing obligation $ — $ — $ (16.3) $ 4.0 Natural gas swaps — 0.2 — — Crack spread swaps — 29.9 — (2.2) Montana/Renewables segment: Inventory financing obligation — — (9.4) 1.1 WCS crude oil basis swaps 1.1 19.5 1.3 (0.1) Total $ 1.1 $ 49.6 $ (24.4) $ 2.8 Derivative Positions As of December 31, 2021, the Company had no outstanding derivative contracts. |
Property, Plant and Equipment | Property, plant and equipment are stated on the basis of cost. Depreciation is calculated using the straight-line method over the estimated useful lives. Assets under finance leases are amortized over the lesser of the useful life of the asset or the term of the lease. |
Composite Depreciation Method | Under the composite depreciation method, the cost of partial retirements of a group is charged to accumulated depreciation. However, when there are dispositions of complete groups or significant portions of groups, the cost and related accumulated depreciation are retired, and any gain or loss is reflected in earnings. |
Capitalized Software | The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over five |
Goodwill | Goodwill represents the excess of purchase price over fair value of the net assets acquired in various acquisitions. Please read Note 6 - “Goodwill and Other Intangible Assets” for more information. The Company assesses goodwill for impairment annually and whenever events or changes in circumstances indicate its carrying value may not be recoverable in accordance with ASC 350, Intangibles — Goodwill and Other (Topic 350) and ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . Under ASC 350, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the impairment test is unnecessary. The Company tests goodwill either quantitatively or qualitatively for impairment. The Company assessed goodwill for impairment qualitatively and quantitatively during the years ended December 31, 2021 and 2020, respectively. In assessing the qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involve significant judgment and assumptions. The judgment and assumptions include the identification of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and Company specific events and making the assessment on whether each relevant factor will impact the impairment test positively or negatively and the magnitude of any such impact. In the first step of the quantitative assessment, the Company’s assets and liabilities, including existing goodwill and other intangible assets, are assigned to the identified reporting units to determine the carrying value of the reporting units. Under ASU 2017-04, goodwill impairment testing is done by comparing the fair value of the reporting unit to its carrying value. If the carrying amount exceeds the fair value, the Company would recognize an impairment charge for the amount that the reporting unit's carrying value exceeds the fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Inputs used to estimate the fair value of the Company’s reporting units are considered Level 3 inputs of the fair value hierarchy and include the following: • The Company’s financial projections for its reporting units are based on its analysis of various supply and demand factors which include, among other things, industry-wide capacity, its planned utilization rate, end-user demand, crack spreads, capital expenditures and economic conditions. Such estimates are consistent with those used in the Company’s planning and capital investment reviews and include recent historical prices and published forward prices. • The discount rate used to measure the present value of the projected future cash flows is based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible. For Level 3 measurements, significant increases or decreases in long-term growth rates or discount rates in isolation or in combination could result in a significantly lower or higher fair value measurement. |
Definite-Lived Intangible Assets | Finite-lived intangible assets consist of intangible assets associated with customer relationships, tradenames, trade secrets, patents and royalty agreements that were acquired in various acquisitions. The majority of these assets are being amortized using undiscounted estimated future cash flows over the term of the related agreements. Intangible assets associated with customer relationships are being amortized using the undiscounted estimated future cash flows method based upon assumed rates of annual customer attrition.Tradenames, trade secrets, patents and royalty agreements are being amortized to properly match expenses with the undiscounted estimated future cash flows over the terms of the related agreements or the period expected to be benefited. The costs of agreements with terms allowing for the potential extension of such agreements are being amortized based on the initial term only. Customer relationships are being amortized to properly match expenses with the undiscounted estimated future cash flows based upon assumed rates of annual customer attrition. |
Impairment of Long-Lived Assets | The Company periodically evaluates the carrying value of long-lived assets to be held and used, including finite-lived intangible assets, when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In such an event, a write-down of the asset would be recorded through a charge to operations, based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using anticipated cash flows assumed by a market participant discounted at a rate commensurate with the risk involved. Long-lived assets to be disposed of other than by sale are considered held and used until disposal. |
Revenue Recognition | The Company recognizes revenue in accordance with ASC 606, Revenue Recognition, |
Concentrations of Credit Risk | The Company performs periodic credit evaluations of its customers’ financial condition and in some instances requires cash in advance or letters of credit prior to shipment for domestic orders. For international orders, letters of credit are generally required, and the Company maintains insurance policies which cover certain export orders. The Company maintains an allowance for credit losses account for estimated losses resulting from the inability of its customers to make required payments. The allowance for credit losses is developed based on several factors including historical experience, the age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions, expected future trends and other factors that may affect customers’ ability to pay, which exist as of the balance sheet dates. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company has derivative positions with a limited number of counterparties. The evaluation of these counterparties is performed quarterly in connection with the Company’s ASC 820-10, Fair Value Measurements and Disclosures, valuations to determine the impact of the counterparty credit risk on the valuation of its derivative instruments. |
Earnings Per Unit | The Company calculates earnings per unit under ASC 260-10, Earnings per Share . The Company treats incentive distribution rights (“IDRs”) as participating securities for the purposes of computing earnings per unit in the period that the general partner becomes contractually obligated to receive IDRs. Also, the undistributed earnings are allocated to the partnership interests based on the allocation of earnings to the Company’s partners’ capital accounts as specified in the Company’s partnership agreement. When distributions exceed earnings, net income is reduced by the actual distributions with the resulting net loss being allocated to capital accounts as specified in the Company’s partnership agreement. |
Unit-Based Compensation | For unit-based compensation equity awards granted, compensation expense is recognized in the Company’s consolidated financial statements on a straight-line basis over the awards’ vesting periods based on their fair values on the dates of grant. The unit-based compensation awards vest over a period not exceeding four years. The amount of compensation expense recognized at any date is at least equal to the portion of the grant date value of the award that is vested at that dateUnit-based compensation liability awards are awards that are currently expected to be settled in cash on their vesting dates, rather than in equity units (“Liability Awards”). Liability Awards are recorded in accrued salaries, wages and benefits based on the vested portion of the fair value of the awards on the balance sheet date. The fair value of Liability Awards is updated at each balance sheet date and changes in the fair value of the vested portions of the Liability Awards are recorded as increases or decreases to compensation expense. The Company recognizes forfeitures as they occur.Liability Awards are awards that are currently expected to be settled in cash on their vesting dates, rather than in equity units. Phantom unit Liability Awards are recorded in accrued salaries, wages and benefits in the consolidated balance sheets based on the vested portion of the fair value of the awards on the balance sheet date. The fair value of Liability Awards is updated at each balance sheet date and changes in the fair values of the vested portions of the awards are recorded as increases or decreases to compensation expense within general and administrative expense in the consolidated statements of operations.For unit-based compensation equity awards granted, the Company uses the market price of its common units on the grant date to calculate the fair value and related compensation cost of the phantom units. The Company amortizes this compensation cost to partners’ capital (deficit) and general and administrative expense in the consolidated statements of operations using the straight-line method over the service period, as it expects these units to fully vest. |
Advertising Costs | Advertising expenses are reported as selling expenses in the consolidated statements of operations |
New Accounting Pronouncements | On January 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which changed the impairment model for most financial instruments. Previous guidance required the recognition of credit losses based on an incurred loss impairment methodology that reflects losses once the losses are probable. Under ASU 2016-13, the Company is required to use a current expected credit loss (“CECL”) model that immediately recognizes an estimate of credit losses that are expected to occur over the life of the financial instruments that are in the scope of the update, including trade receivables. The CECL model uses a broader range of reasonable and supportable information in the development of credit loss estimates. The result of the adoption of ASU 2016-13 was de-minimis and did not result in an adjustment to beginning partners’ capital (deficit). The allowance for credit losses for accounts receivable was $2.0 million and $0.8 million at December 31, 2021 and 2020, respectively. |
Turnaround Costs, Policy | Turnaround costs represent capitalized costs associated with the Company’s periodic major maintenance and repairs |
Turnaround Costs Capitalization, Policy | The Company capitalizes these costs and amortizes the costs on a straight-line basis over the lives of the turnaround assets which is generally two five |
RINs, Policy | The Company’s RINs obligation (“RINs Obligation”) is an estimated provision for the future purchase of RINs in order to satisfy the U.S. Environmental Protection Agency’s (“EPA”) requirement to blend renewable fuels into certain transportation fuel products pursuant to the Renewable Fuel Standard (“RFS”). A RIN is a 38-character number assigned to each physical gallon of renewable fuel produced in or imported into the United States. The EPA sets annual volume obligations for the percentage of renewable fuels that must be blended into transportation fuels consumed in the U.S. and, as a producer of transportation fuels from petroleum, the Company is subject to those obligations. Compliance is demonstrated by tendering RINs to the EPA documenting that blending has been accomplished. To the extent the Company is unable to physically blend renewable fuels to satisfy the EPA requirement, it may purchase RINs in the open market to satisfy the annual obligations. The Company accounts for its current period RINs obligation by multiplying the quantity of RINs shortage (based on actual results) by the period end RINs spot price, which is recorded as a RINs obligation in the consolidated balance sheets. The Company’s RINs obligations for compliance years 2019 and 2020 are presented as a current liability in the consolidated balance sheets and the Company’s RINs obligation for compliance year 2021 is presented as a long-term liability in the consolidated balance sheets. This liability is revalued at the end of each subsequent accounting period, which produces non-cash mark-to-market adjustments that are reflected in cost of sales in the consolidated statements of operations (with the exception of RINs for compliance year 2019 related to the San Antonio refinery, which amount is reflected in other operating expense in the consolidated statements of operations). RINs generated by blending may be sold or held to offset future RINs Obligations. Any gains or losses from RINs sales are recorded in cost of sales in the consolidated statements of operations. The liabilities associated with the Company’s RINs obligation are considered recurring fair value measurements. Please read Note 7 - “Commitments and Contingencies” for further information on the Company’s RINs Obligation. |
Revenue from Contract with Cust
Revenue from Contract with Customer (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | The following is a description of principal activities from which the Company generates revenue. Revenues are recognized when control of the promised goods are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods promised within each contract and determines the performance obligations and assesses whether each promised good is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. For each contract, the Company considers the promise to transfer products, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to variable consideration such as product returns, rebates or other discounts to determine the net consideration to which the Company expects to be entitled. The Company transfers control and recognizes revenue upon shipment to the customer or, in certain cases, upon receipt by the customer in accordance with contractual terms. Revenue is recognized when obligations under the terms of a contract with a customer are satisfied and control of the promised goods are transferred to the customer. The contract with the customer states the final terms of the sale, including the description, quantity and price of each product or service purchased. For fuel products, payment is typically due in full between 2 to 30 days of delivery or the start of the contract term, such that payment is typically collected 2 to 30 days subsequent to the satisfaction of performance obligations. For specialty products, payment is typically due in full between 30 to 90 days of delivery or the start of the contract term, such that payment is typically collected 30 to 90 days subsequent to the satisfaction of performance obligations. In the normal course of business, the Company does not accept product returns unless the item is defective as manufactured. The expected costs associated with a product assurance warranty continues to be recognized as expense when products are sold. The Company does not offer promised services that could be considered warranties that are sold separately or provide a service in addition to assurance that the related product complies with agreed upon specifications. The Company establishes provisions based on the methods described in ASC 606 for estimated returns and warranties as variable consideration when determining the transaction price. |
Revenue, Transaction Price Measurement, Tax Exclusion [Policy Text Block] | The Company assesses, collects and remits excise taxes associated with the sale of certain of its fuel products. Furthermore, the Company collects and remits sales taxes associated with certain sales of its products to non-exempt customers. The Company excludes excise taxes and sales taxes that are collected from customers from the transaction price in its contracts with customers. Accordingly, revenue from contracts with customers is net of sales-based taxes that are collected from customers and remitted to taxing authorities. |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement, Policy | The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. These tiers include the following: • Level 1 — inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities • Level 2 — inputs include other than quoted prices in active markets that are either directly or indirectly observable • Level 3 — inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment. |
Segment Reporting (Policies)
Segment Reporting (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting, Policy [Policy Text Block] | The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies as disclosed in Note 3 - “Summary of Significant Accounting Policies,” except that the disaggregated financial results for the reporting segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions. The Company accounts for inter-segment sales and transfers using market-based transfer pricing. The Company will periodically refine its expense allocation methodology for its segment reporting as more specific information becomes available and the industry or market changes. In addition, the accounting policies of the reporting segments for shipping and handling costs, which are primarily costs paid to third-party shippers for transporting products to customers, are the same as that described in Note 2 - “Change in Accounting Policy.” The Company evaluates performance based upon Adjusted EBITDA (a non-GAAP financial measure). The Company defines Adjusted EBITDA for any period as EBITDA adjusted for (a) impairment; (b) unrealized gains and losses from mark-to-market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, extinguishment costs, premiums and penalties; (f) any net gain or loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) amortization of turnaround costs; (h) LCM inventory adjustments; (i) the impact of liquidation of inventory layers calculated using the LIFO method; (j) RINs mark-to-market adjustments; and (k) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense. |
Leases, Codification Topic 842
Leases, Codification Topic 842 (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases, Land Easement Election [Policy Text Block] |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (A/R) (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Allowance for doubtful accounts | The activity in the allowance for credit losses was as follows (in millions): December 31, 2021 2020 Beginning balance $ 0.8 $ 0.9 Provision 1.2 (0.1) Write-offs, net — — Ending balance $ 2.0 $ 0.8 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Inventories) (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of the following (in millions): December 31, 2021 December 31, 2020 Titled Supply & Offtake Agreements (1) Total Titled Supply & Offtake Agreements (1) Total Raw materials $ 41.0 $ 19.9 $ 60.9 $ 30.8 $ 11.5 $ 42.3 Work in process 52.5 28.5 81.0 31.8 27.4 59.2 Finished goods 121.1 63.6 184.7 114.0 39.4 153.4 $ 214.6 $ 112.0 $ 326.6 $ 176.6 $ 78.3 $ 254.9 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Summary of Signifnicant Accounting Policies (PPE) (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment, including depreciable lives, consisted of the following (in millions): December 31, 2021 2020 Land $ 8.7 $ 8.7 Buildings and improvements (10 to 40 years) 35.5 35.5 Machinery and equipment (10 to 20 years) 1,649.6 1,625.9 Furniture, fixtures and software (5 to 10 years) 47.9 49.1 Assets under finance leases (1 to 14 years) (1) 8.3 7.4 Construction-in-progress 116.3 28.2 1,866.3 1,754.8 Less accumulated depreciation (916.6) (835.0) $ 949.7 $ 919.8 (1) Assets under finance leases consist of buildings and machinery and equipment. As of December 31, 2021 and 2020, finance lease assets are recorded net of accumulated amortization o f $4.1 million and $3.4 million, respectively. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Other Current Liabilities) (Table) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | |||
Accounts Receivable, Allowance for Credit Loss | $ 2 | $ 0.8 | $ 0.9 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets Changes in Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Changes in goodwill balances for the periods indicated below are as follows (in millions): Specialty Performance Brands Consolidated Total Net balance as of December 31, 2019 $ 47.7 $ 123.7 $ 171.4 Additions 1.6 — 1.6 Impairment (1) — — — Net balance as of December 31, 2020 $ 49.3 $ 123.7 $ 173.0 Additions — — — Impairment (1) — — — Net balance as of December 31, 2021 $ 49.3 $ 123.7 $ 173.0 (1) Total accumulated goodwill impairment as of December 31, 2021 and 2020, is $35.5 million. |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets | Other intangible assets consist of the following (in millions): Weighted Average Life (Years) December 31, 2021 December 31, 2020 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Customer relationships 22 $ 181.8 $ (147.4) $ 181.8 $ (139.7) Tradenames 11 26.8 (22.3) 26.8 (20.7) Trade secrets 13 52.9 (48.5) 52.9 (46.3) Patents 12 1.6 (1.6) 1.6 (1.6) Royalty agreements 20 6.1 (3.6) 6.1 (3.3) 19 $ 269.2 $ (223.4) $ 269.2 $ (211.6) |
Schedule of Estimated Future Amortization Expense | As of December 31, 2021, the Company estimates that amortization of intangible assets for the next five years will be as follows (in millions): Year Amortization Amount 2022 $ 9.5 2023 $ 7.8 2024 $ 6.5 2025 $ 4.9 2026 $ 3.8 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Purchase Commitments - Crude Oil) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other Commitments [Table Text Block] | As of December 31, 2021, the estimated minimum purchase commitments under the Company’s crude oil, other feedstock supply and finished product agreements were as follows (in millions): Year Commitment 2022 $ 22.8 2023 22.8 2024 22.9 2025 22.8 2026 22.8 Thereafter 9.8 Total $ 123.9 |
Commitments and Contingencies_2
Commitments and Contingencies Commitments and Contingencies (Throughput Contract) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Recorded Unconditional Purchase Obligations [Table Text Block] | As of December 31, 2021, the estimated minimum unconditional purchase commitments, including the capital recovery charge, under the agreement were as follows (in millions): Year Commitment (1) 2022 $ 3.9 2023 3.9 2024 4.0 2025 4.0 2026 4.0 Thereafter 2.0 Total (1) $ 21.8 |
Long-Term Debt (Summary of Long
Long-Term Debt (Summary of Long Term Debt) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of long-term debt | Long-term debt consisted of the following (in millions): December 31, December 31, Borrowings under amended and restated senior secured revolving credit agreement with third-party lenders, interest payments quarterly, borrowings due February 2023, weighted average interest rate of 2.4% for the years ended December 31, 2021 and 2020, respectively $ — $ 108.0 Borrowings under 2022 Notes, interest at a fixed rate of 7.625%, interest payments semiannually, borrowings due January 2022, effective interest rates of 8.3% and 8.1% for the years ended December 31, 2021 and December 31, 2020, respectively (1) — 150.6 Borrowings under 2023 Notes, interest at a fixed rate of 7.75%, interest payments semiannually, borrowings due April 2023, effective interest rates of 8.3% and 8.1% for the years ended December 31, 2021 and December 31, 2020, respectively 325.0 325.0 Borrowings under the 2024 Secured Notes, interest at a fixed rate of 9.25%, interest payments semiannually, borrowings due July 2024, effective interest rate of 9.4% for the years ended December 31, 2021 and December 31, 2020, respectively 200.0 200.0 Borrowings under 2025 Notes, interest at a fixed rate of 11.0%, interest payments semiannually, borrowings due April 2025, effective interest rates of 11.4% and 11.3% for the years ended December 31, 2021 and December 31, 2020, respectively. 550.0 550.0 MRL Credit Facility, interest at a rate as described in Note 9 - “Long-Term Debt”, interest payments quarterly, borrowings due November 2024, effective interest rate of 12.5% for the year ended December 31, 2021. 303.5 — Shreveport terminal asset financing arrangement 64.3 — Other 0.7 2.3 Finance lease obligations, at various interest rates, interest and principal payments monthly through June 2028 4.0 3.7 Less unamortized debt issuance costs (2) (17.8) (14.2) Less unamortized discounts (3.5) (3.1) Total debt 1,426.2 1,322.3 Less current portion of long-term debt 7.4 2.9 Total long-term debt $ 1,418.8 $ 1,319.4 (1) The balance includes a fair value interest rate hedge adjustment, which increased the debt balance by $0.6 million as of December 31, 2020. (2) Deferred debt issuance costs are being amortized by the effective interest rate method over the lives of the related debt instruments. These amounts are net of accumulated amortization of $22.5 million and $20.5 million at December 31, 2021 and 2020, respectively. |
Long-Term Debt Long-Term Debt (
Long-Term Debt Long-Term Debt (Maturities of Long-Term Debt) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | As of December 31, 2021, principal payments on debt obligations and future minimum rentals on finance lease obligations are as follows (in millions): Year Maturity 2022 $ 7.7 2023 333.2 2024 512.4 2025 559.3 2026 10.2 Thereafter 24.7 Total $ 1,447.5 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative [Line Items] | |
Offsetting Assets | The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative assets in the Company’s consolidated balance sheets (in millions): December 31, 2021 December 31, 2020 Balance Sheet Location Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Derivative instruments not designated as hedges: Montana/Renewables segment: WCS crude oil basis swaps Prepaid expenses and other current assets $ — $ — $ — $ 0.4 $ (0.4) $ — Total derivative instruments $ — $ — $ — $ 0.4 $ (0.4) $ — |
Offsetting Liabilities | The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative liabilities in the Company’s consolidated balance sheets (in millions): December 31, 2021 December 31, 2020 Balance Sheet Location Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Derivative instruments not designated as hedges: Specialty Products and Solutions segment: Inventory financing obligation Obligations under inventory financing agreements $ (17.4) $ — $ (17.4) $ (1.1) $ — $ (1.1) Montana/Renewables segment: Inventory financing obligation Obligations under inventory financing agreements $ (10.5) $ — $ (10.5) $ (1.1) $ — $ (1.1) WCS crude oil basis swaps Derivative liabilities — — — (1.7) 0.4 (1.3) Total derivative instruments $ (27.9) $ — $ (27.9) $ (3.9) $ 0.4 $ (3.5) |
Derivative Instruments, Gain (Loss) by Hedging Relationship, by Income Statement Location, by Derivative Instrument Risk | The Company recorded the following gains (losses) in its consolidated statements of operations related to its derivative instruments not designated as hedges (in millions): Amount of Gain (Loss) Amount of Gain (Loss) Year Ended December 31, Year Ended December 31, Type of Derivative 2021 2020 2021 2020 Specialty Products and Solutions segment: Inventory financing obligation $ — $ — $ (16.3) $ 4.0 Natural gas swaps — 0.2 — — Crack spread swaps — 29.9 — (2.2) Montana/Renewables segment: Inventory financing obligation — — (9.4) 1.1 WCS crude oil basis swaps 1.1 19.5 1.3 (0.1) Total $ 1.1 $ 49.6 $ (24.4) $ 2.8 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Hierarchy of Recurring Fair Value Measurements | The Company’s recurring assets and liabilities measured at fair value were as follows (in millions): December 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Pension Plan investments $ 34.5 $ — $ — $ 34.5 $ 34.4 $ — $ — $ 34.4 Total recurring assets at fair value $ 34.5 $ — $ — $ 34.5 $ 34.4 $ — $ — $ 34.4 Liabilities: Derivative liabilities: Inventory financing obligation $ — $ — $ (27.9) $ (27.9) $ — $ — $ (2.2) $ (2.2) WCS crude oil basis swaps — — — — — — (1.3) (1.3) Total derivative liabilities $ — $ — $ (27.9) $ (27.9) $ — $ — $ (3.5) $ (3.5) RINs obligation — (278.9) — (278.9) — (129.4) — (129.4) Precious metals obligations (6.8) — — (6.8) (7.9) — — (7.9) Liability Awards (63.1) — — (63.1) (14.2) — — (14.2) Total recurring liabilities at fair value $ (69.9) $ (278.9) $ (27.9) $ (376.7) $ (22.1) $ (129.4) $ (3.5) $ (155.0) |
Summary of Net Changes in Fair Value of the Company's Level 3 Financial Assets and Liabilities | The table below sets forth a summary of net changes in fair value of the Company’s Level 3 financial assets and liabilities (in millions): For the Year Ended December 31, 2021 2020 Fair value at January 1, $ (3.5) $ (6.3) Realized gain on derivative instruments 1.1 49.6 Unrealized gain (loss) on derivative instruments (24.4) 2.8 Settlements (1.1) (49.6) Fair value at December 31, $ (27.9) $ (3.5) Total gain (loss) included in net loss attributable to changes in unrealized gain (loss) relating to financial assets and liabilities held as of December 31, $ (24.4) $ 2.8 |
Carrying and Estimated Fair Value of the Company's Financial Instruments, Carried at Adjusted Historical Cost, by Balance Sheet Grouping | The Company’s carrying value and estimated fair value of the Company’s financial instruments, carried at adjusted historical cost, were as follows (in millions): December 31, 2021 December 31, 2020 Level Fair Value Carrying Value Fair Value Carrying Value Financial Instrument: 2022 Notes and 2023 Notes 1 $ 325.6 $ 322.3 $ 468.6 $ 471.9 2024 Secured Notes and 2025 Notes 2 $ 815.3 $ 742.0 $ 780.8 $ 739.6 Revolving credit facility 3 $ — $ (2.0) $ 108.0 $ 104.8 MRL Credit Facility 3 $ 303.5 $ 296.2 $ — $ — Shreveport terminal asset financing arrangement 3 $ 64.3 $ 63.0 $ — $ — Finance leases and other obligations 3 $ 4.7 $ 4.7 $ 6.0 $ 6.0 |
Partners' Capital Partner's Cap
Partners' Capital Partner's Capital (Distribution) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Incentive Distributions | The Company’s general partner is entitled to incentive distributions if the amount it distributes to unitholders with respect to any quarter exceeds specified target levels shown below: Total Quarterly Marginal Percentage Target Amount Unitholders General Partner Minimum Quarterly Distribution $0.45 98 % 2 % First Target Distribution up to $0.495 98 % 2 % Second Target Distribution above $0.495 up to $0.563 85 % 15 % Third Target Distribution above $0.563 up to $0.675 75 % 25 % Thereafter above $0.675 50 % 50 % |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of the Company's nonvested phantom units | A summary of the Company’s non-vested phantom units as of December 31, 2021, and the changes during the years ended December 31, 2021 and 2020, are presented below: Number of Weighted-Average Non-vested at December 31, 2019 2,901,288 $ 5.21 Granted 3,210,041 2.87 Vested (2,191,846) 3.11 Forfeited (1,548,615) 4.28 Non-vested at December 31, 2020 2,370,868 $ 2.21 Granted 821,964 4.71 Vested (1,002,338) 3.34 Forfeited (61,933) 3.68 Non-vested at December 31, 2021 2,128,561 $ 2.31 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Contribution Expenses | The Company recorded the following 401(k) Plan matching contribution expense in the consolidated statements of operations (in millions): Year Ended December 31, 2021 2020 401(k) Plan matching contribution expense $ 5.9 $ 5.6 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The table below sets forth a summary of changes in accumulated other comprehensive loss by component for the years ended December 31, 2021 and 2020 (in millions): Derivatives Defined Benefit Pension And Retiree Health Benefit Plans Total Accumulated other comprehensive income (loss) at December 31, 2019 $ 0.2 $ (10.8) $ (10.6) Other comprehensive loss before reclassifications (0.2) (1.5) (1.7) Net current period other comprehensive loss (0.2) (1.5) (1.7) Accumulated other comprehensive loss at December 31, 2020 $ — $ (12.3) $ (12.3) Other comprehensive income before reclassifications — 2.2 2.2 Net current period other comprehensive income — 2.2 2.2 Accumulated other comprehensive loss at December 31, 2021 $ — $ (10.1) $ (10.1) |
Earnings Per Unit (Tables)
Earnings Per Unit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Unit [Abstract] | |
Earnings per Unit | The following table sets forth the computation of basic and diluted earnings per limited partner unit (in millions, except unit and per unit data): Year Ended December 31, 2021 2020 Numerator for basic and diluted earnings per limited partner unit: Net loss $ (260.1) $ (149.0) Less: General partner’s interest in net loss (5.2) (3.0) Net loss available to limited partners $ (254.9) $ (146.0) Denominator for basic and diluted earnings per limited partner unit: Weighted average limited partner units outstanding (1) 78,980,839 78,369,091 Limited partners’ interest basic and diluted net loss per unit: Limited partners’ interest $ (3.23) $ (1.86) (1) Total diluted weighted average limited partner units outstanding excludes a de-minimus amount of potentially dilutive phantom units which would have been anti-dilutive for the year ended December 31, 2020. |
Segments and Related Informat_2
Segments and Related Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Reportable segment information | Reportable segment information is as follows (in millions): Year Ended December 31, 2021 Specialty Products and Solutions Performance Brands Montana/Renewables Corporate Eliminations Consolidated Sales: External customers $ 2,111.4 $ 252.9 $ 783.7 $ — $ — $ 3,148.0 Inter-segment sales 16.1 — — — (16.1) — Total sales $ 2,127.5 $ 252.9 $ 783.7 $ — $ (16.1) $ 3,148.0 Adjusted EBITDA $ 104.6 $ 33.8 $ 44.4 $ (72.5) $ — $ 110.3 Reconciling items to net loss: Depreciation and amortization 68.5 13.6 34.6 8.0 — 124.7 LCM / LIFO gain (35.1) (3.8) (11.4) — — (50.3) Loss on impairment and disposal of assets 3.1 0.1 0.8 0.1 — 4.1 Gain on sale of business, net (0.2) — — — — (0.2) Interest expense 18.5 0.3 8.3 122.4 — 149.5 Unrealized loss on derivatives 16.3 — 8.1 — — 24.4 RINs mark-to-market loss 40.9 — 16.8 — — 57.7 Other non-recurring expenses 8.3 Equity based compensation and other items 50.7 Income tax expense 1.5 Net loss $ (260.1) Capital expenditures $ 57.6 $ 3.3 $ 83.0 $ — $ — $ 143.9 PP&E, net $ 375.5 $ 34.3 $ 531.3 $ 8.6 $ — $ 949.7 Year Ended December 31, 2020 Specialty Products and Solutions Performance Brands Montana/Renewables Corporate Eliminations Consolidated Sales: External customers $ 1,528.9 $ 234.1 $ 505.2 $ — $ — $ 2,268.2 Inter-segment sales 12.6 0.3 — — (12.9) — Total sales $ 1,541.5 $ 234.4 $ 505.2 $ — $ (12.9) $ 2,268.2 Adjusted EBITDA $ 151.0 $ 61.1 $ 71.4 $ (66.2) $ — $ 217.3 Reconciling items to net loss: Depreciation and amortization 60.9 16.0 35.1 7.7 — 119.7 LCM / LIFO loss 23.5 1.5 3.5 — — 28.5 Loss on impairment and disposal of assets 0.2 1.4 — 5.2 — 6.8 Gain on sale of business, net (1.0) — — — — (1.0) Interest expense 0.6 0.3 0.4 124.6 — 125.9 Unrealized gain on derivatives (1.8) — (1.0) — — (2.8) RINs mark-to-market loss 53.7 — 22.1 — — 75.8 Other non-recurring expenses 2.4 Equity-based compensation and other items 9.9 Income tax expense 1.1 Net loss $ (149.0) Capital expenditures $ 49.8 $ 1.7 $ 14.2 $ 1.7 $ — $ 67.4 PP&E, net $ 406.0 $ 34.0 $ 463.2 $ 16.6 $ — $ 919.8 |
Major product category sales | The following table sets forth the major product category sales for each segment (dollars in millions): Year Ended December 31, 2021 2020 Specialty Products and Solutions: Lubricating oils $ 658.7 20.9 % $ 473.5 20.9 % Solvents 303.7 9.7 % 236.2 10.4 % Waxes 151.7 4.8 % 129.1 5.7 % Fuels, asphalt and other by-products 997.3 31.7 % 690.1 30.4 % Total $ 2,111.4 67.1 % $ 1,528.9 67.4 % Montana/Renewables: Gasoline $ 188.3 6.0 % $ 135.9 6.0 % Diesel 324.9 10.3 % 204.1 9.0 % Jet fuel 27.5 0.9 % 14.6 0.7 % Asphalt, heavy fuel oils and other 243.0 7.7 % 150.6 6.6 % Total $ 783.7 24.9 % $ 505.2 22.3 % Performance Brands: $ 252.9 8.0 % $ 234.1 10.3 % Consolidated sales $ 3,148.0 100.0 % $ 2,268.2 100.0 % |
Leases Leases (Tables)
Leases Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Supplemental balance sheet detail of assets and liabilities | Supplemental balance sheet information related to the Company’s leases for the periods presented were as follows (in millions): December 31, 2021 December 31, 2020 Assets: Classification: Operating lease assets Operating lease right-of-use assets (1) $ 157.7 $ 85.8 Finance lease assets Property, plant and equipment, net (2) 4.2 4.0 Total leased assets $ 161.9 $ 89.8 Liabilities: Current Operating Current portion of operating lease liabilities (1) $ 65.1 $ 41.4 Finance Current portion of long-term debt 0.8 0.6 Non-current Operating Long-term operating lease liabilities (1) 93.1 44.8 Finance Long-term debt, less current portion 3.2 3.1 Total lease liabilities $ 162.2 $ 89.9 (1) Additions to the Company’s operating lease right of use assets and operating lease liabilities for the year ended December 31, 2021 are primarily related to the renewal of a lease agreement with Philips 66 related to the LVT unit at its Lake Charles, Louisiana refinery. (2) As of December 31, 2021 and 2020, finance lease assets are recorded net of accumulated amortization of $4.1 million and $3.4 million, respectively. |
Lease costs | The components of lease expense related to the Company’s leases for the periods presented were as follows (in millions): December 31, Lease Costs: Classification: 2021 2020 Fixed operating lease cost Cost of Sales; SG&A Expenses $ 51.5 $ 46.2 Short-term operating lease cost (1) Cost of Sales; SG&A Expenses 7.8 8.6 Variable operating lease cost (2) Cost of Sales; SG&A Expenses 13.8 1.9 Finance lease cost: Amortization of finance lease assets Cost of Sales 0.7 0.6 Interest on lease liabilities Interest expense 0.4 0.4 Total lease cost $ 74.2 $ 57.7 (1) The Company’s leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. (2) The Company’s railcar leases typically include a mileage limit the railcar can travel over the life of the lease. For any mileage incurred over this limit, the Company is obligated to pay an agreed upon dollar value for each mile that is traveled over the limit. |
Maturity of Lease Liabilities | As of December 31, 2021, the Company had estimated minimum commitments for the payment of rentals under leases which, at inception, had a noncancelable term of more than one year, as follows (in millions): Maturity of Lease Liabilities Operating Leases (1) Finance Leases (2) Total 2022 $ 73.5 $ 1.0 $ 74.5 2023 69.7 1.0 70.7 2024 11.0 1.0 12.0 2025 7.9 0.7 8.6 2026 3.7 0.7 4.4 Thereafter 9.5 0.3 9.8 Total $ 175.3 $ 4.7 $ 180.0 Less: Interest 17.1 0.7 17.8 Present value of lease liabilities $ 158.2 $ 4.0 $ 162.2 Less obligations due within one year 65.1 0.8 65.9 Long-term lease obligations $ 93.1 $ 3.2 $ 96.3 (1) As of December 31, 2021, the Company’s operating lease pa yments included no material options to extend lease terms that are reasonably certain of being exercised. The Company has no legally binding minimum lease payments for leases signed but not yet commenced as of December 31, 2021. (2) As of December 31, 2021, the Company’s finance lease payments included no material options to extend lease terms that are reasonably certain of being exercised. In addition, the Company has no legally binding minimum lease payments for leases that have been signed but not yet commenced as of December 31, 2021. |
Weighted Average Term and Discount | The weighted-average remaining lease term and weighted-average discount rate for the Company’s operating and finance leases for the periods presented were as follows: Lease Term and Discount Rate: December 31, 2021 December 31, 2020 Weighted-average remaining lease term (years): Operating leases 3.1 3.8 Finance leases 4.8 5.4 Weighted-average discount rate: Operating leases 7.0 % 7.3 % Finance leases 7.3 % 8.3 % |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Cash) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Additional Cash and Cash Equivalent Related Text | three |
LIFO Inventory Related Text | last-in, first-out (“LIFO”) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (A/R) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Activity in Allowance for Doubtful Accounts | ||
Beginning balance | $ 0.8 | $ 0.9 |
Provisions | 1.2 | 0.1 |
Write-offs, net | 0 | 0 |
Ending balance | $ 2 | $ 0.8 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Inventories) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Inventories | |||
Raw materials | $ 60.9 | $ 42.3 | |
Work in process | 81 | 59.2 | |
Finished goods | 184.7 | 153.4 | |
Inventories total | 326.6 | 254.9 | |
Inventory Write-down | (44.7) | 24 | |
Replacement costs over stated LIFO value | 64.9 | 6.7 | |
Accounts Receivable, Allowance for Credit Loss, Writeoff | 0 | 0 | |
Titled Inventory | |||
Inventories | |||
Raw materials | 41 | 30.8 | |
Work in process | 52.5 | 31.8 | |
Finished goods | 121.1 | 114 | |
Inventories total | 214.6 | 176.6 | |
Supply & Offtake Agreements | |||
Inventories | |||
Raw materials | [1] | 19.9 | 11.5 |
Work in process | [1] | 28.5 | 27.4 |
Finished goods | [1] | 63.6 | 39.4 |
Inventories total | [1] | $ 112 | $ 78.3 |
[1] | Amounts represent LIFO value and do not necessarily represent the value at which the inventory was sold. Please read Note 8 - “Inventory Financing Agreements” for further information. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Inventories Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
LIFO Inventory Related Text | last-in, first-out (“LIFO”) | |
Replacement costs over stated LIFO value | $ 64.9 | $ 6.7 |
Effect of LIFO Inventory Liquidation on Income | 5.6 | 4.5 |
Inventory Write-down | $ (44.7) | $ 24 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (PPE) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Property, Plant and Equipment [Line Items] | |||
Finance lease right-of-use asset | $ 4.1 | $ 3.4 | |
Property, Plant and Equipment | |||
Property, Plant and Equipment, Gross | 1,866.3 | 1,754.8 | |
Less accumulated depreciation | (916.6) | (835) | |
Property, plant and equipment, net | 949.7 | 919.8 | |
Land | |||
Property, Plant and Equipment | |||
Property, Plant and Equipment, Gross | 8.7 | 8.7 | |
Building and improvements (10 to 40 years) | |||
Property, Plant and Equipment | |||
Property, Plant and Equipment, Gross | $ 35.5 | 35.5 | |
Building and improvements (10 to 40 years) | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Building and improvements (10 to 40 years) | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 40 years | ||
Machinery and equipment (10 to 20 years) | |||
Property, Plant and Equipment | |||
Property, Plant and Equipment, Gross | $ 1,649.6 | 1,625.9 | |
Machinery and equipment (10 to 20 years) | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Machinery and equipment (10 to 20 years) | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 20 years | ||
Furniture and fixtures (5 to 10 years) | |||
Property, Plant and Equipment | |||
Property, Plant and Equipment, Gross | $ 47.9 | 49.1 | |
Furniture and fixtures (5 to 10 years) | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Furniture and fixtures (5 to 10 years) | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Assets under finance leases (1 to 7 years) | |||
Property, Plant and Equipment | |||
Property, Plant and Equipment, Gross | [1] | $ 8.3 | 7.4 |
Assets under finance leases (1 to 7 years) | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 4 years | ||
Assets under finance leases (1 to 7 years) | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 26 years | ||
Construction-in-progress | |||
Property, Plant and Equipment | |||
Property, Plant and Equipment, Gross | $ 116.3 | $ 28.2 | |
[1] | Assets under finance leases consist of buildings and machinery and equipment. As of December 31, 2021 and 2020, finance lease assets are recorded net of accumulated amortization o f $4.1 million and $3.4 million, respectively. |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (PPE Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized Interest Costs | ||
Interest Costs Incurred | $ 151.1 | $ 126.3 |
Interest Costs Capitalized in PPE | 1.6 | 0.4 |
Depreciation [Abstract] | ||
Depreciation | 95.9 | 91.1 |
Capitalized Computer Software [Abstract] | ||
Capitalized Computer Software, Gross | 42.8 | 44.1 |
Capitalized computer software accumulated depreciation | 36 | 30.5 |
Assets under finance leases | ||
Depreciation [Abstract] | ||
Depreciation | $ 0.7 | 0.6 |
Capitalized computer software | ||
Capitalized Computer Software [Abstract] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Amortization expense | $ 7.8 | $ 7.4 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Investment in Unconsolidated Affiliates) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of Equity Method Investments [Line Items] | |
Impaired Assets to be Disposed of by Method Other than Sale, Amount of Impairment Loss | $ 5.1 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies (Other Noncurrent Assets) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Turnaround costs | $ (61) | $ (23.4) |
turnaround costs-ONCA | 82.3 | 34.2 |
Accumulated Amortization of Turnaround Costs | $ 41.5 | $ 60.5 |
Turnaround assets | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 2 years | |
Turnaround assets | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years |
Summary of Significant Accou_15
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Other Current Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Other Liabilities, Current | $ 20.2 | $ 22.6 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Impairment of Long-Lived Assets) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Impaired Long-Lived Assets Held and Used [Line Items] | |
Impairment of Long-Lived Assets Held-for-use | $ 0 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies (Advertising Expenses) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Advertising expense | $ 7.4 | $ 4.3 |
Revenue Recognition Revenue R_2
Revenue Recognition Revenue Recognition (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 3,148 | $ 2,268.2 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Total accumulated goodwill impairment | $ 35.5 | $ 35.5 |
Goodwill, impairment loss | 0 | 0 |
Amortization expense of intangible assets | $ 11.8 | 14.3 |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets For the years ended December 31, 2021 and 2020, the Company performed its annual goodwill assessment for each of the years then ended, respectively, and determined that the fair value of each of its reporting units with goodwill exceeded its carrying value. Thus, no impairment charge for goodwill related to the Specialty Products and Solutions segment or Performance Brands segment was recorded in the consolidated statements of operations within asset impairment for the years ended December 31, 2021 and 2020, respectively. There is no goodwill within the reporting units for the Montana/Renewables segment or the Corporate segment. Inputs used to estimate the fair value of the Company’s reporting units are considered Level 3 inputs of the fair value hierarchy and include the following: • The Company’s financial projections for its reporting units are based on its analysis of various supply and demand factors which include, among other things, industry-wide capacity, its planned utilization rate, end-user demand, crack spreads, capital expenditures and economic conditions. Such estimates are consistent with those used in the Company’s planning and capital investment reviews and include recent historical prices and published forward prices. • The discount rate used to measure the present value of the projected future cash flows is based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible. For Level 3 measurements, significant increases or decreases in long-term growth rates or discount rates in isolation or in combination could result in a significantly lower or higher fair value measurement. Changes in goodwill balances for the periods indicated below are as follows (in millions): Specialty Performance Brands Consolidated Total Net balance as of December 31, 2019 $ 47.7 $ 123.7 $ 171.4 Additions 1.6 — 1.6 Impairment (1) — — — Net balance as of December 31, 2020 $ 49.3 $ 123.7 $ 173.0 Additions — — — Impairment (1) — — — Net balance as of December 31, 2021 $ 49.3 $ 123.7 $ 173.0 (1) Total accumulated goodwill impairment as of December 31, 2021 and 2020, is $35.5 million. Other intangible assets consist of the following (in millions): Weighted Average Life (Years) December 31, 2021 December 31, 2020 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Customer relationships 22 $ 181.8 $ (147.4) $ 181.8 $ (139.7) Tradenames 11 26.8 (22.3) 26.8 (20.7) Trade secrets 13 52.9 (48.5) 52.9 (46.3) Patents 12 1.6 (1.6) 1.6 (1.6) Royalty agreements 20 6.1 (3.6) 6.1 (3.3) 19 $ 269.2 $ (223.4) $ 269.2 $ (211.6) Tradenames, trade secrets, patents and royalty agreements are being amortized to properly match expenses with the undiscounted estimated future cash flows over the terms of the related agreements or the period expected to be benefited. The costs of agreements with terms allowing for the potential extension of such agreements are being amortized based on the initial term only. Customer relationships are being amortized to properly match expenses with the undiscounted estimated future cash flows based upon assumed rates of annual customer attrition. For the years ended December 31, 2021 and 2020, the Company recorded amortization expense of intangible ass ets of $11.8 million and $14.3 million , respectively. As of December 31, 2021, the Company estimates that amortization of intangible assets for the next five years will be as follows (in millions): Year Amortization Amount 2022 $ 9.5 2023 $ 7.8 2024 $ 6.5 2025 $ 4.9 2026 $ 3.8 | |
Specialty Product | ||
Goodwill [Line Items] | ||
Goodwill, impairment loss | $ 0 | 0 |
Montana/Renewables | ||
Goodwill [Line Items] | ||
Goodwill, impairment loss | 0 | |
Performance Brands | ||
Goodwill [Line Items] | ||
Goodwill, impairment loss | $ 0 | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets Changes in Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||
Goodwill | $ 173 | $ 173 | $ 171.4 |
Goodwill, Acquired During Period | 0 | 1.6 | |
Goodwill, impairment loss | 0 | 0 | |
Specialty Product | |||
Goodwill [Line Items] | |||
Goodwill, impairment loss | 0 | 0 | |
Specialty Products and Solutions | |||
Goodwill [Line Items] | |||
Goodwill | 49.3 | 49.3 | 47.7 |
Goodwill, Acquired During Period | 0 | 1.6 | |
Goodwill, impairment loss | 0 | ||
Performance Brands | |||
Goodwill [Line Items] | |||
Goodwill | 123.7 | 123.7 | $ 123.7 |
Goodwill, Acquired During Period | 0 | 0 | |
Goodwill, impairment loss | $ 0 | $ 0 |
Other Intangible Assets (Detail
Other Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 19 years | |
Gross Amount | $ 269.2 | $ 269.2 |
Accumulated Amortization | $ (223.4) | (211.6) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 22 years | |
Gross Amount | $ 181.8 | 181.8 |
Accumulated Amortization | $ (147.4) | (139.7) |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 11 years | |
Gross Amount | $ 26.8 | 26.8 |
Accumulated Amortization | $ (22.3) | (20.7) |
Trade secrets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 13 years | |
Gross Amount | $ 52.9 | 52.9 |
Accumulated Amortization | $ (48.5) | (46.3) |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 12 years | |
Gross Amount | $ 1.6 | 1.6 |
Accumulated Amortization | $ (1.6) | (1.6) |
Royalty agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 20 years | |
Gross Amount | $ 6.1 | 6.1 |
Accumulated Amortization | $ (3.6) | $ (3.3) |
Estimated Future Amortization o
Estimated Future Amortization of Intangible Assets (Details) $ in Millions | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2020 | $ 9.5 |
2021 | 7.8 |
2022 | 6.5 |
2023 | 4.9 |
2024 | $ 3.8 |
Commitments and Contingencies_3
Commitments and Contingencies (Environmental) (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||
Obligations, Fair Value Disclosure | $ 278.9 | $ 129.4 |
Level 2 | ||
Loss Contingencies [Line Items] | ||
Obligations, Fair Value Disclosure | $ 278.9 | $ 129.4 |
Commitments and Contingencies_4
Commitments and Contingencies (Labor Matters) (Details) | 12 Months Ended |
Dec. 31, 2021employee | |
Concentration Risk [Line Items] | |
Number of employees | 1,450 |
Labor Force Concentration Risk | Workforce Subject to Collective Bargaining Arrangements | |
Concentration Risk [Line Items] | |
Number of employees | 550 |
Percentage of Employees | 38.00% |
Labor Force Concentration Risk | Workforce Subject to Collective Bargaining Arrangements Expiring within One Year | |
Concentration Risk [Line Items] | |
Number of employees | 335 |
Percentage of Employees | 23.00% |
Commitments and Contingencies_5
Commitments and Contingencies Commitments and Contingencies (Other Matters) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||
Proceeds from Income Tax Refunds | $ 6 | |
Fair Value, Measurements, Recurring | ||
Loss Contingencies [Line Items] | ||
Obligations, Fair Value Disclosure | 129.4 | $ 278.9 |
Level 2 | Fair Value, Measurements, Recurring | ||
Loss Contingencies [Line Items] | ||
Obligations, Fair Value Disclosure | $ 129.4 | $ 278.9 |
Commitments and Contingencies_6
Commitments and Contingencies (Standby Letters of Credit) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Letter of Credit | ||
Debt Disclosure [Abstract] | ||
Senior secured revolving credit facility | $ 300 | $ 300 |
Revolving Credit Facility | ||
Loss Contingencies [Line Items] | ||
Letter of Credit Availability | 296 | 154.4 |
Debt Disclosure [Abstract] | ||
Senior secured revolving credit facility | $ 600 | 600 |
Maximum | Revolving Credit Facility | ||
Debt Disclosure [Abstract] | ||
Letter of credit sublimit | $ 600 | |
Letter of credit sublimit percentage | 90.00% | 90.00% |
Commitments and Contingencies_7
Commitments and Contingencies Commitments and Contingencies (Purchase Obligations) (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)bbl | ||
Commitments and Contingencies Disclosure [Abstract] | ||
2020 | $ 22.8 | |
Unrecorded Unconditional Purchase Obligation, to be Paid, Year Two | 22.8 | |
2022 | 22.9 | |
2023 | 22.8 | |
2024 | 22.8 | |
Thereafter | 9.8 | |
Total | $ 123.9 | |
Throughput Contract Commitment | bbl | 5,000 | |
Product Liability Contingency, Third Party Recovery, Percentage | 2.00% | |
2020 | $ 3.9 | [1] |
2021 | 3.9 | [1] |
2022 | 4 | [1] |
2023 | 4 | [1] |
2024 | 4 | [1] |
Thereafter | 2 | [1] |
Total | $ 21.8 | [1] |
[1] | As of December 31, 2021, the estimated minimum payments for the unconditional purchase commitments have been accrued and are included in other current liabilities and other long-term liabilities in the consolidated balance sheets. |
Inventory Financing Agreement_2
Inventory Financing Agreement Inventory Financing Agreement (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)barrelsPerDay | Dec. 31, 2020USD ($) | Jun. 19, 2017barrelsPerDay | |
Oil and Gas, Delivery Commitment [Line Items] | |||
Financing Costs | $ 149.5 | $ 125.9 | |
Supply and Offtake Agreements | London Interbank Offered Rate (LIBOR) | |||
Oil and Gas, Delivery Commitment [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | ||
Macquarie | Supply and Offtake Agreements | |||
Oil and Gas, Delivery Commitment [Line Items] | |||
Amount retained from initial inventory to cover credit and liquidation risks | $ 13.1 | ||
Supply and Offtake Agreements | |||
Oil and Gas, Delivery Commitment [Line Items] | |||
Financing Costs | $ 15.4 | ||
Deferred payment arrangement, maximum percentage of eligible inventory | 90.00% | ||
Deferred payment arrangement, outstanding amount | $ 17 | 15 | |
Interest Income, Other | $ 1.1 | ||
Other Commitment | $ 5 | ||
Shreveport | Supply and Offtake Agreements | |||
Oil and Gas, Delivery Commitment [Line Items] | |||
Barrels of crude oil per day provided by Macquarie | barrelsPerDay | 60,000 | ||
Great Falls, MT | Supply and Offtake Agreements | |||
Oil and Gas, Delivery Commitment [Line Items] | |||
Barrels of crude oil per day provided by Macquarie | barrelsPerDay | 30,000 |
Long-Term Debt (Summary of Lo_2
Long-Term Debt (Summary of Long Term Debt) (Details) - USD ($) $ in Millions | Feb. 23, 2018 | Dec. 31, 2020 | Dec. 31, 2021 |
Summary of Long-term debt | |||
Other Long-term Debt | $ 2.3 | $ 0.7 | |
Total long-term debt | 1,322.3 | 1,426.2 | |
Less current portion of long-term debt | 2.9 | 7.4 | |
Long-term Debt, Excluding Current Maturities | 1,319.4 | 1,418.8 | |
Senior Notes [Abstract] | |||
Accumulated amortization, deferred debt issuance costs | 20.5 | $ 22.5 | |
Fair Value Hedging | Interest Expense | |||
Senior Notes [Abstract] | |||
Liabilities, Fair Value Adjustment | $ 0.6 | ||
Revolving Credit Facility | |||
Senior Notes [Abstract] | |||
Debt Instrument, Maturity Date | Feb. 23, 2023 |
Long-Term Debt (Debt Instrument
Long-Term Debt (Debt Instrument) (Details) - USD ($) | Aug. 05, 2020 | Oct. 11, 2019 | Feb. 23, 2018 | Apr. 28, 2015 | Mar. 27, 2015 | Nov. 26, 2013 | Dec. 31, 2021 | Dec. 31, 2020 | |
Long Term Debt Textual [Abstract] | |||||||||
Repayments of borrowings — senior notes | $ 150,000,000 | $ 0 | |||||||
Debt extinguishment costs | (500,000) | ||||||||
Oaktree Credit Agreement | 303,500,000 | 0 | |||||||
Asset financing arrangement | 64,300,000 | 0 | |||||||
Present value of finance lease liability | [1] | 4,000,000 | |||||||
Unamortized Debt Issuance Expense | [2] | 17,800,000 | 14,200,000 | ||||||
11.00% Notes | |||||||||
Long Term Debt Textual [Abstract] | |||||||||
Senior Notes, Issuance Date | Oct. 11, 2019 | ||||||||
Senior Notes Issued, Gross | $ 550,000,000 | ||||||||
Senior Notes, Maturity date | Apr. 15, 2025 | ||||||||
Proceeds from debt | $ 539,900,000 | ||||||||
Interest and principal payments of debt instruments | semiannually | ||||||||
Senior Notes, Noncurrent | $ 550,000,000 | $ 550,000,000 | |||||||
Stated Interest Rate Percentage | 11.00% | ||||||||
Effective Interest Rate Percentage | 11.40% | 11.30% | |||||||
7.75% Notes | |||||||||
Long Term Debt Textual [Abstract] | |||||||||
Senior Notes, Issuance Date | Mar. 27, 2015 | ||||||||
Senior Notes Issued, Gross | $ 325,000,000 | ||||||||
Senior Notes, Maturity date | Apr. 15, 2023 | ||||||||
Debt Instrument Percentage of Discount Price | 99.257% | ||||||||
Proceeds from debt | $ 317,000,000 | ||||||||
Interest and principal payments of debt instruments | semiannually | ||||||||
Senior Notes, Noncurrent | $ 325,000,000 | $ 325,000,000 | |||||||
Stated Interest Rate Percentage | 7.75% | 7.75% | |||||||
Effective Interest Rate Percentage | 8.30% | 8.10% | |||||||
6.50% Notes | |||||||||
Long Term Debt Textual [Abstract] | |||||||||
Repayments of borrowings — senior notes | $ 761,200,000 | ||||||||
9.375% Notes | |||||||||
Long Term Debt Textual [Abstract] | |||||||||
Repayments of borrowings — senior notes | $ 100,000,000 | ||||||||
7.625% Notes | |||||||||
Long Term Debt Textual [Abstract] | |||||||||
Senior Notes, Issuance Date | Aug. 5, 2020 | Nov. 26, 2013 | |||||||
Senior Notes Issued, Gross | $ 200,000,000 | $ 350,000,000 | |||||||
Senior Notes, Maturity date | Jan. 15, 2022 | ||||||||
Debt Instrument Percentage of Discount Price | 98.494% | ||||||||
Proceeds from debt | $ 337,400,000 | ||||||||
Interest and principal payments of debt instruments | semiannually | ||||||||
Senior Notes, Current | [3] | $ 0 | $ 150,600,000 | ||||||
Debt Instrument, Repurchase Amount | 150,000,000 | ||||||||
9.625% Notes | |||||||||
Long Term Debt Textual [Abstract] | |||||||||
Repayments of borrowings — senior notes | $ 178,800,000 | ||||||||
Notes Due January Two Thousand Twenty-Four at Fixed Rate of Nine Point Twenty Five Percentage Interest Payments [Member] | |||||||||
Long Term Debt Textual [Abstract] | |||||||||
Senior Notes Issued, Gross | $ 200,000,000 | ||||||||
Notes Due April Two Thousand Two Four at Fixed Rate of Nine Point Two Five Percentage Interest Payments [Member] | |||||||||
Long Term Debt Textual [Abstract] | |||||||||
Senior Notes, Noncurrent | $ 200,000,000 | $ 200,000,000 | |||||||
Stated Interest Rate Percentage | 9.25% | 9.25% | |||||||
Effective Interest Rate Percentage | 9.40% | ||||||||
Revolving Credit Facility | |||||||||
Long Term Debt Textual [Abstract] | |||||||||
Senior Notes, Maturity date | Feb. 23, 2023 | ||||||||
Debt, Weighted Average Interest Rate | 2.40% | ||||||||
Notes Due August Two Thousand Two Two at Fixed Rate of Seven Point Six Two Five Percentage Interest Payments [Member] | |||||||||
Long Term Debt Textual [Abstract] | |||||||||
Stated Interest Rate Percentage | 7.625% | 7.625% | |||||||
Effective Interest Rate Percentage | 8.30% | 8.10% | |||||||
Capital Lease Obligations | |||||||||
Long Term Debt Textual [Abstract] | |||||||||
Present value of finance lease liability | $ 4,000,000 | $ 3,700,000 | |||||||
Unamortized Discount on 2022 Notes, 2023 Notes, 2024 Notes, and 2025 Notes [Domain] | |||||||||
Long Term Debt Textual [Abstract] | |||||||||
Debt Instrument, Unamortized Discount | $ (3,500,000) | $ (3,100,000) | |||||||
MRL Credit Facility | |||||||||
Long Term Debt Textual [Abstract] | |||||||||
Effective Interest Rate Percentage | 12.50% | ||||||||
[1] | As of December 31, 2021, the Company’s finance lease payments included no material options to extend lease terms that are reasonably certain of being exercised. In addition, the Company has no legally binding minimum lease payments for leases that have been signed but not yet commenced as of December 31, 2021. | ||||||||
[2] | Deferred debt issuance costs are being amortized by the effective interest rate method over the lives of the related debt instruments. These amounts are net of accumulated amortization of $22.5 million and $20.5 million at December 31, 2021 and 2020, respectively. | ||||||||
[3] | The balance includes a fair value interest rate hedge adjustment, which increased the debt balance by $0.6 million as of December 31, 2020. |
Long-Term Debt Long-Term Debt_2
Long-Term Debt Long-Term Debt (Revolving Credit) (Details) - USD ($) $ in Millions | Feb. 23, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 04, 2019 |
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Collateral | adding the fixed assets of the Company’s Great Falls refinery | |||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 600 | $ 600 | ||
Incremental Uncommitted Expansion Feature | 500 | |||
Expansion Feature | $ 99.6 | |||
Debt Instrument, Maturity Date | Feb. 23, 2023 | |||
Line of Credit Facility, Current Borrowing Capacity | 328.7 | |||
Long-term Line of Credit | 0 | 108 | ||
Letters of Credit Outstanding, Amount | 32.7 | $ 23.7 | ||
Line of Credit Facility, Remaining Borrowing Capacity | $ 296 | |||
Line of Credit Facility, Covenant Terms | greater of (i) 10.0% of the Borrowing Base (as defined in the Credit Agreement) then in effect, and (ii) $35.0 million (which amount is subject to increase in proportion to revolving commitment increases), then we will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.0 to 1.0 |
Long-Term Debt Long-Term Debt_3
Long-Term Debt Long-Term Debt (Collateral Trust Agreement) (Details) $ in Millions | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Debt Instrument, Collateral Amount | $ 150 |
Long-Term Debt (Maturities of L
Long-Term Debt (Maturities of Long-Term Debt) (Details) - USD ($) | Jan. 12, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 11, 2022 | Jan. 20, 2022 | Aug. 05, 2020 | Mar. 27, 2015 | Nov. 26, 2013 |
Maturities of long-term debt | ||||||||
2020 | $ 7,700,000 | |||||||
2021 | 333,200,000 | |||||||
2022 | 512,400,000 | |||||||
2023 | 559,300,000 | |||||||
2024 | 10,200,000 | |||||||
Thereafter | 24,700,000 | |||||||
Total Long-term Debt | 1,447,500,000 | |||||||
Debt Instrument [Line Items] | ||||||||
Debt extinguishment costs | $ 500,000 | |||||||
Debt Instrument, Fee | $5.4 million | |||||||
Repayments of borrowings — senior notes | $ 150,000,000 | $ 0 | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured revolving credit facility | 600,000,000 | $ 600,000,000 | ||||||
Revolving Credit Facility | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured revolving credit facility | $ 500,000,000 | |||||||
7.75% Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | $ 325,000,000 | |||||||
7.75% Notes | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of borrowings — senior notes | $ 325,000,000 | |||||||
Debt Instrument, Repurchase Amount | $ 325,000,000 | |||||||
7.625% Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | $ 200,000,000 | $ 350,000,000 | ||||||
Debt Instrument, Repurchase Amount | 150,000,000 | |||||||
Notes Due January Two Thousand Twenty-Four at Fixed Rate of Nine Point Twenty Five Percentage Interest Payments [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | $ 200,000,000 | |||||||
MRL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Term Loan Facility, Maximum Borrowing Capacity | 300,000,000 | |||||||
Term Loan Facility, amount drawn | $ 300,000,000 |
Derivatives (Offsetting Derivat
Derivatives (Offsetting Derivative Assets) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Offsetting Assets [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | $ 0 | $ 0.4 |
Derivative Asset | 0 | 0 |
Derivative Asset, Fair Value, Gross Liability | 0 | 0.4 |
Not Designated as Hedging Instrument | Montana/Renewables | WCS Crude Oil Basis Swaps | ||
Offsetting Assets [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 0.4 |
Derivative Asset | 0 | 0 |
Derivative Asset, Fair Value, Gross Liability | $ 0 | $ 0.4 |
Derivatives (Offsetting Deriv_2
Derivatives (Offsetting Derivative Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Offsetting Liabilities [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | $ (27.9) | $ (3.9) |
Derivative Liability, Fair Value, Gross Asset | 0 | 0.4 |
Derivative Liability | (27.9) | (3.5) |
Not Designated as Hedging Instrument | Specialty Products and Solutions | Supply and Offtake Agreements | ||
Offsetting Liabilities [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | (17.4) | (1.1) |
Derivative Liability, Fair Value, Gross Asset | 0 | 0 |
Derivative Liability | (17.4) | (1.1) |
Not Designated as Hedging Instrument | Montana/Renewables | Supply and Offtake Agreements | ||
Offsetting Liabilities [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | (10.5) | (1.1) |
Derivative Liability, Fair Value, Gross Asset | 0 | 0 |
Derivative Liability | (10.5) | (1.1) |
Not Designated as Hedging Instrument | Montana/Renewables | WCS Crude Oil Basis Swaps | ||
Offsetting Liabilities [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0 | (1.7) |
Derivative Liability, Fair Value, Gross Asset | 0 | 0.4 |
Derivative Liability | $ 0 | $ (1.3) |
Derivatives (Details Textual) (
Derivatives (Details Textual) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Derivative Asset | $ 0 | $ 0 |
Derivatives (Not Designated as
Derivatives (Not Designated as Hedges) (Details) - Not Designated as Hedging Instrument - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Realized Gain (Loss) | ||||
Derivative instruments not designated as cash flow hedges | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 1.1 | $ 49.6 | ||
Unrealized Gain (Loss) | ||||
Derivative instruments not designated as cash flow hedges | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | (24.4) | 2.8 | ||
Specialty Products and Solutions | Realized Gain (Loss) | Supply and Offtake Agreements | ||||
Derivative instruments not designated as cash flow hedges | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 0 | 0 | ||
Specialty Products and Solutions | Unrealized Gain (Loss) | Supply and Offtake Agreements | ||||
Derivative instruments not designated as cash flow hedges | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | (16.3) | 4 | ||
Specialty Products and Solutions | natural gas swaps | Realized Gain (Loss) | ||||
Derivative instruments not designated as cash flow hedges | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 0 | $ 0.2 | ||
Specialty Products and Solutions | natural gas swaps | Unrealized Gain (Loss) | ||||
Derivative instruments not designated as cash flow hedges | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 0 | 0 | ||
Specialty Products and Solutions | crack spread swaps | Realized Gain (Loss) | ||||
Derivative instruments not designated as cash flow hedges | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 0 | 29.9 | ||
Specialty Products and Solutions | crack spread swaps | Unrealized Gain (Loss) | ||||
Derivative instruments not designated as cash flow hedges | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 0 | (2.2) | ||
Montana/Renewables | Realized Gain (Loss) | Supply and Offtake Agreements | ||||
Derivative instruments not designated as cash flow hedges | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 0 | 0 | ||
Montana/Renewables | Unrealized Gain (Loss) | Supply and Offtake Agreements | ||||
Derivative instruments not designated as cash flow hedges | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | (9.4) | 1.1 | ||
Montana/Renewables | WCS Crude Oil Basis Swaps Sales [Member] | Realized Gain (Loss) | ||||
Derivative instruments not designated as cash flow hedges | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 1.1 | 19.5 | ||
Montana/Renewables | WCS Crude Oil Basis Swaps Sales [Member] | Unrealized Gain (Loss) | ||||
Derivative instruments not designated as cash flow hedges | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 1.3 | $ (0.1) |
Derivatives (WCS Crude Oil Basi
Derivatives (WCS Crude Oil Basis Swaps) (Details) - Not Designated as Hedging Instrument - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unrealized Gain (Loss) | ||
Derivative [Line Items] | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ (24.4) | $ 2.8 |
Realized Gain (Loss) | ||
Derivative [Line Items] | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 1.1 | $ 49.6 |
Derivatives Derivatives (WCS Cr
Derivatives Derivatives (WCS Crude Oil Basis Swaps Sales) (Details) - Not Designated as Hedging Instrument - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unrealized Gain (Loss) | ||
Derivative [Line Items] | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ (24.4) | $ 2.8 |
Realized Gain (Loss) | ||
Derivative [Line Items] | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 1.1 | $ 49.6 |
Derivatives Derivatives (Gasoli
Derivatives Derivatives (Gasoline Crack Spread Swaps) (Details) - Not Designated as Hedging Instrument - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unrealized Gain (Loss) | ||
Derivative [Line Items] | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ (24.4) | $ 2.8 |
Realized Gain (Loss) | ||
Derivative [Line Items] | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 1.1 | $ 49.6 |
Derivatives Derivatives (Diesel
Derivatives Derivatives (Diesel Crack Spread Swaps) (Details) - Not Designated as Hedging Instrument - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unrealized Gain (Loss) | ||
Derivative [Line Items] | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ (24.4) | $ 2.8 |
Realized Gain (Loss) | ||
Derivative [Line Items] | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 1.1 | $ 49.6 |
Derivatives Derivatives (Dies_2
Derivatives Derivatives (Diesel Percentage Basis Crack Spread Swaps) (Details) - Not Designated as Hedging Instrument - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unrealized Gain (Loss) | ||
Derivative [Line Items] | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ (24.4) | $ 2.8 |
Realized Gain (Loss) | ||
Derivative [Line Items] | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 1.1 | $ 49.6 |
Derivatives Derivatives (2-1-1
Derivatives Derivatives (2-1-1 Crack Spread Swap sales) (Details) - Not Designated as Hedging Instrument - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unrealized Gain (Loss) | ||
Derivative [Line Items] | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ (24.4) | $ 2.8 |
Realized Gain (Loss) | ||
Derivative [Line Items] | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 1.1 | $ 49.6 |
Fair Value Measurements (Recurr
Fair Value Measurements (Recurring Measurements) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative assets: | ||
Total derivative assets | $ 0 | $ 0 |
Derivative liabilities: | ||
Total derivative liabilities | (27.9) | (3.5) |
Fair Value, Measurements, Recurring | ||
Derivative assets: | ||
Pension plan investments | 34.5 | 34.4 |
Total recurring assets at fair value | 34.5 | 34.4 |
Derivative liabilities: | ||
Total derivative liabilities | (27.9) | (3.5) |
RINS Obligation | (278.9) | (129.4) |
Precious metals lease | (6.8) | (7.9) |
Other Liabilities, Fair Value Disclosure | (63.1) | (14.2) |
Total recurring liabilities at fair value | (376.7) | (155) |
Fair Value, Measurements, Recurring | Supply and Offtake Agreements | ||
Derivative liabilities: | ||
Total derivative liabilities | (27.9) | (2.2) |
Fair Value, Measurements, Recurring | Level 1 | ||
Derivative assets: | ||
Pension plan investments | 34.5 | 34.4 |
Total recurring assets at fair value | 34.5 | 34.4 |
Derivative liabilities: | ||
Total derivative liabilities | 0 | 0 |
RINS Obligation | 0 | 0 |
Precious metals lease | (6.8) | (7.9) |
Other Liabilities, Fair Value Disclosure | (63.1) | (14.2) |
Total recurring liabilities at fair value | (69.9) | (22.1) |
Fair Value, Measurements, Recurring | Level 1 | Supply and Offtake Agreements | ||
Derivative liabilities: | ||
Total derivative liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Derivative assets: | ||
Pension plan investments | 0 | 0 |
Total recurring assets at fair value | 0 | 0 |
Derivative liabilities: | ||
Total derivative liabilities | 0 | 0 |
RINS Obligation | (278.9) | (129.4) |
Precious metals lease | 0 | 0 |
Other Liabilities, Fair Value Disclosure | 0 | 0 |
Total recurring liabilities at fair value | (278.9) | (129.4) |
Fair Value, Measurements, Recurring | Level 2 | Supply and Offtake Agreements | ||
Derivative liabilities: | ||
Total derivative liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | ||
Derivative assets: | ||
Pension plan investments | 0 | 0 |
Total recurring assets at fair value | 0 | 0 |
Derivative liabilities: | ||
Total derivative liabilities | (27.9) | (3.5) |
RINS Obligation | 0 | 0 |
Precious metals lease | 0 | 0 |
Other Liabilities, Fair Value Disclosure | 0 | 0 |
Total recurring liabilities at fair value | (27.9) | (3.5) |
Fair Value, Measurements, Recurring | Level 3 | Supply and Offtake Agreements | ||
Derivative liabilities: | ||
Total derivative liabilities | (27.9) | (2.2) |
Fair Value, Measurements, Recurring | WCS Crude Oil Basis Swaps | ||
Derivative liabilities: | ||
Total derivative liabilities | 0 | 1.3 |
Fair Value, Measurements, Recurring | WCS Crude Oil Basis Swaps | Level 1 | ||
Derivative liabilities: | ||
Total derivative liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | WCS Crude Oil Basis Swaps | Level 2 | ||
Derivative liabilities: | ||
Total derivative liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | WCS Crude Oil Basis Swaps | Level 3 | ||
Derivative liabilities: | ||
Total derivative liabilities | $ 0 | $ 1.3 |
Fair Value Measurements (Change
Fair Value Measurements (Changes in Fair Value of Level 3) (Details) - Level 3 - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Summary of net changes in fair value of the company's level 3 financial assets and liabilities | ||
Beginning Balance at January 1, | $ (3.5) | $ (6.3) |
Ending Balance at December 31, | $ (27.9) | $ (3.5) |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (Carrying Value) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Oaktree Credit Agreement | $ 303.5 | $ 0 |
Gain (loss) on derivative instruments | (23.3) | 52.4 |
Unrealized Gain (Loss) on Derivatives | (24.4) | 2.8 |
Asset financing arrangement | 64.3 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Gain (loss) on derivative instruments | 1.1 | 49.6 |
Unrealized Gain (Loss) on Derivatives | (24.4) | 2.8 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Settlements | (1.1) | (49.6) |
Fair Value | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes Payable, Fair Value Disclosure | 325.6 | 468.6 |
Fair Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes Payable, Fair Value Disclosure | 815.3 | 780.8 |
Fair Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Oaktree Credit Agreement | 303.5 | 0 |
Asset financing arrangement | 64.3 | 0 |
Debt Instrument, Fair Value Disclosure | 4.7 | 6 |
Fair Value | Level 3 | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Lines of Credit, Fair Value Disclosure | 0 | (108) |
Carrying Value | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes Payable, Fair Value Disclosure | 322.3 | 471.9 |
Carrying Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes Payable, Fair Value Disclosure | 742 | 739.6 |
Carrying Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Oaktree Credit Agreement | 296.2 | 0 |
Asset financing arrangement | 63 | 0 |
Debt Instrument, Fair Value Disclosure | 4.7 | 6 |
Carrying Value | Level 3 | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Lines of Credit, Fair Value Disclosure | $ (2) | $ (104.8) |
Partners' Capital Partner's C_2
Partners' Capital Partner's Capital (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capital Unit [Line Items] | ||||
Limited Partners' Cash Distributions Rights Period | 45 days | |||
Limited Partners' Ownership Percentage Threshold, Event of Voting Exclusion | 20.00% | |||
General Partners' Ownership Percentage Threshold, Event of Units Sale by Limited Parnters to General Parnters | 80.00% | |||
Limited Partners' Minimum Vote Required for Removal of General Partner | 66.66% | |||
Common Unit, Authorized | 91,073,023 | 91,073,023 | 91,073,023 | 91,073,023 |
Not Designated as Hedging Instrument | Realized Gain (Loss) | ||||
Capital Unit [Line Items] | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 1.1 | $ 49.6 | ||
natural gas swaps | Not Designated as Hedging Instrument | Realized Gain (Loss) | Specialty Products and Solutions | ||||
Capital Unit [Line Items] | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 0 | $ 0.2 | ||
Investor | ||||
Capital Unit [Line Items] | ||||
Common units outstanding (in shares) | 62,022,927 | 62,022,927 | ||
Affiliated Entity | ||||
Capital Unit [Line Items] | ||||
Common units outstanding (in shares) | 16,653,335 | 16,653,335 | ||
Limited Partners | ||||
Capital Unit [Line Items] | ||||
Limited partners interest units outstanding | 78,676,262 | 78,062,346 | 78,676,262 | 78,062,346 |
Partners' Capital Partner's C_3
Partners' Capital Partner's Capital (Distribution) (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Payments of Capital Distribution | $ | $ 0 |
General partner's incentive distribution rights | $ | $ 0 |
Minimum Quarterly Distribution | Limited Partners | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Marginal percentage interest in distributions | 98.00% |
Minimum Quarterly Distribution | General Partner | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Marginal percentage interest in distributions | 2.00% |
First Target Distribution | Limited Partners | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Marginal percentage interest in distributions | 98.00% |
First Target Distribution | General Partner | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Marginal percentage interest in distributions | 2.00% |
Second Target Distribution | Limited Partners | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Marginal percentage interest in distributions | 85.00% |
Second Target Distribution | General Partner | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Marginal percentage interest in distributions | 15.00% |
Third Target Distribution | Limited Partners | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Marginal percentage interest in distributions | 75.00% |
Third Target Distribution | General Partner | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Marginal percentage interest in distributions | 25.00% |
Thereafter | Limited Partners | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Marginal percentage interest in distributions | 50.00% |
Thereafter | General Partner | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Marginal percentage interest in distributions | 50.00% |
Maximum | Minimum Quarterly Distribution | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Incentive Distribution, Distribution Per Unit | $ 0.495 |
Maximum | Second Target Distribution | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Incentive Distribution, Distribution Per Unit | 0.563 |
Maximum | Third Target Distribution | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Incentive Distribution, Distribution Per Unit | 0.675 |
Minimum | Minimum Quarterly Distribution | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Incentive Distribution, Distribution Per Unit | 0.45 |
Minimum | Second Target Distribution | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Incentive Distribution, Distribution Per Unit | 0.495 |
Minimum | Third Target Distribution | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Incentive Distribution, Distribution Per Unit | 0.563 |
Minimum | Thereafter | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |
Incentive Distribution, Distribution Per Unit | $ 0.675 |
Partners' Capital Partners' Cap
Partners' Capital Partners' Capital (Distribution Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Distribution Made to Limited Partner [Line Items] | |
Partners' Capital, Distribution, Fixed Charge Coverage Ratio Threshold | 1.75 |
Payments of Capital Distribution | $ 0 |
General partner's incentive distribution rights | $ 0 |
Minimum | Greater of borrowing base | |
Distribution Made to Limited Partner [Line Items] | |
Partners' Capital, After Distribution Required Threshold Percentage | 15.00% |
Partners' Capital, After Distribution Required Cash Amount | $ 60 |
Minimum | Lesser of Credit Facility Commitments | |
Distribution Made to Limited Partner [Line Items] | |
Partners' Capital, After Distribution Required Threshold Percentage | 10.00% |
Partners' Capital, After Distribution Required Cash Amount | $ 35 |
7.75% Notes | Maximum | |
Distribution Made to Limited Partner [Line Items] | |
Debt restrictions on earning distributions | 225 |
Notes Due April Two Thousand Two Four at Fixed Rate of Nine Point Two Five Percentage Interest Payments [Member] | Maximum | |
Distribution Made to Limited Partner [Line Items] | |
Debt restrictions on earning distributions | $ 25 |
Unit-Based Compensation (Narrat
Unit-Based Compensation (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,283,960 | ||
Vested Phantom Unit Grants | |||
Unit-Based Compensation (Textual) [Abstract] | |||
Compensation expense related to vested phantom unit grants | $ (50.7) | $ (5.5) | |
Vested phantom unit grants, liability awards | |||
Unit-Based Compensation (Textual) [Abstract] | |||
Compensation expense related to vested phantom unit grants | 48.9 | 4.5 | |
Nonvested phantom units | |||
Unit-Based Compensation (Textual) [Abstract] | |||
Unrecognized compensation costs related to nonvested phantom unit grants | $ 4.9 | 5.2 | |
Unit-Based Compensation nonvested phantom compensation costs are expected to be recognized over a weighted-average period | 1 year | ||
Fair value of phantom units vested during the period | $ 11.7 | $ 5.3 | |
Long-Term Incentive Plan | Phantom Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | 3 years |
Management | Long-Term Incentive Plan | Vesting, At Grant | Phantom Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | 25.00% |
Unit-Based Compensation (Non-ve
Unit-Based Compensation (Non-vested phantom) (Details) - Nonvested Phantom Units - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Phantom Units | ||
Nonvested at January 1, | 2,370,868 | 2,901,288 |
Granted | 821,964 | 3,210,041 |
Vested | (1,002,338) | (2,191,846) |
Forfeited | (61,933) | (1,548,615) |
Nonvested at December 31, | 2,128,561 | 2,370,868 |
Weighted-Average Grant Date Fair Value | ||
Nonvested at January 1, | $ 2.21 | $ 5.21 |
Granted | 4.71 | 2.87 |
Vested | 3.34 | 3.11 |
Forfeited | 3.68 | 4.28 |
Nonvested at December 31, | $ 2.31 | $ 2.21 |
Employee Benefit Plans (Defined
Employee Benefit Plans (Defined Contribution Plan Narrative) (Details) - Calumet 401k Plan | 12 Months Ended |
Dec. 31, 2021 | |
Defined Contribution Plan [Line Items] | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 70.00% |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 5.00% |
100% match tier of 401K | |
Defined Contribution Plan [Line Items] | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 4.00% |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Incremental Percentage Point | 1.00% |
50% match tier of 401K | |
Defined Contribution Plan [Line Items] | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 6.00% |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Incremental Percentage Point | 1.00% |
Employee Benefit Plans (401K ma
Employee Benefit Plans (401K match expense) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
401K matching contribution expense | $ 5.9 | $ 5.6 |
Employee Benefit Plans (Defin_2
Employee Benefit Plans (Defined Benefit Pension Plan Narrative) (Details) - Pension Plans, Defined Benefit - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Plan curtailment | $ 0 | $ 0 | |
Defined Benefit Plan, Pension Plan with Projected Benefit Obligation in Excess of Plan Assets, Plan Assets | $ 34.4 | $ 34.5 | |
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Estimated future employer contributions in 2020 | 0.1 | ||
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Employer Contributions, 2019 | $ 0 |
Employee Benefit Plans Employee
Employee Benefit Plans Employee Benefit Plans (Defined Benefit Other Plans) (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Great Falls Pension Plan [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Discount rate | 270.00% | 235.00% |
Expected return on plan assets | 500.00% | |
Penreco Pension Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Discount rate | 272.00% | 234.00% |
Expected return on plan assets | 4.50% |
Employee Benefit Plans (Accum a
Employee Benefit Plans (Accum and Projected Obligation) (Details) - Pension Plans, Defined Benefit - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Accumulated Benefit Obligation | $ 41.2 | $ 43.6 |
Projected Benefit Obligation | 41.2 | 43.6 |
Projected Benefit Obligation Fair Value | $ 34.5 | $ 34.4 |
Employee Benefit Plans (Plan As
Employee Benefit Plans (Plan Asset Targets and Values) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
estimated benefit payments pension plan | $ 2.3 | |
Fair Value, Measurements, Recurring | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Plan Assets, Amount | 34.5 | $ 34.4 |
Fair Value, Measurements, Recurring | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Plan Assets, Amount | $ 34.5 | $ 34.4 |
Minimum | Fixed income | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Range for Target Allocation, Percentage | 50.00% | |
Minimum | Equity funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Range for Target Allocation, Percentage | 20.00% | |
Maximum | Fixed income | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Range for Target Allocation, Percentage | 50.00% | |
Maximum | Equity funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Range for Target Allocation, Percentage | 20.00% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Summary of changes) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance: Accumulated other comprehensive loss | $ (12.3) | $ (10.6) |
Other comprehensive loss before reclassifications | 2.2 | (1.7) |
Total other comprehensive income (loss) | 2.2 | (1.7) |
Ending balance: Accumulated other comprehensive income (loss) | (10.1) | (12.3) |
Derivatives | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance: Accumulated other comprehensive loss | 0 | 0.2 |
Other comprehensive loss before reclassifications | 0 | (0.2) |
Total other comprehensive income (loss) | 0 | (0.2) |
Ending balance: Accumulated other comprehensive income (loss) | 0 | 0 |
Defined Benefit Plans | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance: Accumulated other comprehensive loss | (12.3) | (10.8) |
Other comprehensive loss before reclassifications | 2.2 | (1.5) |
Total other comprehensive income (loss) | 2.2 | (1.5) |
Ending balance: Accumulated other comprehensive income (loss) | $ (10.1) | $ (12.3) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss (Components of AOC) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Other comprehensive income (loss) | $ 2.2 | $ (1.7) |
Derivatives | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Other comprehensive income (loss) | 0 | (0.2) |
Defined Benefit Plans | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Other comprehensive income (loss) | $ 2.2 | $ (1.5) |
Income Taxes Income Taxes (Narr
Income Taxes Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ 1.5 | $ 1.1 |
Earnings Per Unit (Details)
Earnings Per Unit (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net loss from continuing operations | $ (260.1) | $ (149) | |
General partner’s interest in net loss from continuing operations | 5.2 | 3 | |
Net loss available to limited partners | $ (254.9) | $ (146) | |
Limited partners’ interest basic net loss per unit | $ (3.23) | $ (1.86) | |
Denominator for basic and diluted earnings per limited partner unit: | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | [1] | 78,980,839 | 78,369,091 |
Limited partners' interest diluted net income (loss) per unit | $ (3.23) | $ (1.86) | |
Continuing Operations | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
General partner’s interest in net loss from continuing operations | $ (5.2) | $ (3) | |
[1] | Total diluted weighted average limited partner units outstanding excludes a de-minimus amount of potentially dilutive phantom units which would have been anti-dilutive for the year ended December 31, 2020. |
Transactions with Related Par_2
Transactions with Related Parties Transactions with Related Parties (Narrative) (Details) - Excluding Legacy Resources - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Product sales to related parties | $ 19.9 | $ 16.4 |
Accounts receivable from related parties | 3.1 | 0.9 |
Purchases from related party | 9.7 | 16.3 |
Accounts payable to related parties | $ 2.3 | $ 1.6 |
Segments and Related Informat_3
Segments and Related Information (Reportable Segment) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reportable segment information | ||
Sales | $ 3,148 | $ 2,268.2 |
Adjusted EBITDA | 110.3 | 217.3 |
Depreciation, Depletion and Amortization, Nonproduction | 124.7 | 119.7 |
Reconciling items to net loss: | ||
Loss on impairment and disposal of assets | 4.1 | 6.8 |
Gain (Loss) on sale of business, net | 0.2 | 1 |
Interest expense | 149.5 | 125.9 |
Debt extinguishment costs | 0.5 | |
Unrealized (gain) loss on derivatives | 24.4 | (2.8) |
Non-recurring charges | 8.3 | 2.4 |
Non-cash equity-based compensation and other non-cash items | 50.7 | 9.9 |
Income tax expense (benefit) | 1.5 | 1.1 |
Net loss from continuing operations | (260.1) | (149) |
Effect of LIFO liquidation and Inventory write-down | (50.3) | 28.5 |
Payments to Acquire Productive Assets | 143.9 | 67.4 |
Property, Plant and Equipment, Net | 949.7 | 919.8 |
RINs mark-to-market | 57.7 | 75.8 |
Sales Revenue, Segment | ||
Reportable segment information | ||
Sales | 3,148 | 2,268.2 |
Intersubsegment Eliminations | ||
Reportable segment information | ||
Sales | 0 | 0 |
Intersegment Eliminations | ||
Reportable segment information | ||
Sales | (16.1) | (12.9) |
Adjusted EBITDA | 0 | 0 |
Depreciation, Depletion and Amortization, Nonproduction | 0 | 0 |
Reconciling items to net loss: | ||
Loss on impairment and disposal of assets | 0 | 0 |
Gain (Loss) on sale of business, net | 0 | 0 |
Interest expense | 0 | 0 |
Unrealized (gain) loss on derivatives | 0 | 0 |
Effect of LIFO liquidation and Inventory write-down | 0 | 0 |
RINs mark-to-market | 0 | 0 |
Intersegment Eliminations | Sales Revenue, Segment | ||
Reportable segment information | ||
Sales | 0 | 0 |
Intersegment Eliminations | Intersubsegment Eliminations | ||
Reportable segment information | ||
Sales | (16.1) | (12.9) |
Corporate Segment | ||
Reconciling items to net loss: | ||
Payments to Acquire Productive Assets | 0 | 1.7 |
Property, Plant and Equipment, Net | 8.6 | 16.6 |
Corporate Segment | Operating Segments | ||
Reportable segment information | ||
Sales | 0 | 0 |
Adjusted EBITDA | (72.5) | (66.2) |
Depreciation, Depletion and Amortization, Nonproduction | 8 | 7.7 |
Reconciling items to net loss: | ||
Loss on impairment and disposal of assets | 0.1 | 5.2 |
Gain (Loss) on sale of business, net | 0 | 0 |
Interest expense | 122.4 | 124.6 |
Unrealized (gain) loss on derivatives | 0 | 0 |
Effect of LIFO liquidation and Inventory write-down | 0 | 0 |
RINs mark-to-market | 0 | 0 |
Corporate Segment | Operating Segments | Sales Revenue, Segment | ||
Reportable segment information | ||
Sales | 0 | 0 |
Corporate Segment | Operating Segments | Intersubsegment Eliminations | ||
Reportable segment information | ||
Sales | 0 | 0 |
Specialty Products and Solutions | ||
Reconciling items to net loss: | ||
Payments to Acquire Productive Assets | 57.6 | 49.8 |
Property, Plant and Equipment, Net | 375.5 | 406 |
Specialty Products and Solutions | Operating Segments | ||
Reportable segment information | ||
Sales | 2,127.5 | 1,541.5 |
Adjusted EBITDA | 104.6 | 151 |
Depreciation, Depletion and Amortization, Nonproduction | 68.5 | 60.9 |
Reconciling items to net loss: | ||
Loss on impairment and disposal of assets | 3.1 | 0.2 |
Gain (Loss) on sale of business, net | 0.2 | 1 |
Interest expense | 18.5 | 0.6 |
Unrealized (gain) loss on derivatives | 16.3 | (1.8) |
Effect of LIFO liquidation and Inventory write-down | (35.1) | 23.5 |
RINs mark-to-market | 40.9 | 53.7 |
Specialty Products and Solutions | Operating Segments | Sales Revenue, Segment | ||
Reportable segment information | ||
Sales | 2,111.4 | 1,528.9 |
Specialty Products and Solutions | Operating Segments | Intersubsegment Eliminations | ||
Reportable segment information | ||
Sales | 16.1 | 12.6 |
Montana/Renewables | ||
Reconciling items to net loss: | ||
Payments to Acquire Productive Assets | 83 | 14.2 |
Property, Plant and Equipment, Net | 531.3 | 463.2 |
Montana/Renewables | Operating Segments | ||
Reportable segment information | ||
Sales | 783.7 | 505.2 |
Adjusted EBITDA | 44.4 | 71.4 |
Depreciation, Depletion and Amortization, Nonproduction | 34.6 | 35.1 |
Reconciling items to net loss: | ||
Loss on impairment and disposal of assets | 0.8 | 0 |
Gain (Loss) on sale of business, net | 0 | 0 |
Interest expense | 8.3 | 0.4 |
Unrealized (gain) loss on derivatives | 8.1 | (1) |
Effect of LIFO liquidation and Inventory write-down | (11.4) | 3.5 |
RINs mark-to-market | 16.8 | 22.1 |
Montana/Renewables | Operating Segments | Sales Revenue, Segment | ||
Reportable segment information | ||
Sales | 783.7 | 505.2 |
Montana/Renewables | Operating Segments | Intersubsegment Eliminations | ||
Reportable segment information | ||
Sales | 0 | 0 |
Performance Brands | ||
Reconciling items to net loss: | ||
Payments to Acquire Productive Assets | 3.3 | 1.7 |
Property, Plant and Equipment, Net | 34.3 | 34 |
Performance Brands | Operating Segments | ||
Reportable segment information | ||
Sales | 252.9 | 234.4 |
Adjusted EBITDA | 33.8 | 61.1 |
Depreciation, Depletion and Amortization, Nonproduction | 13.6 | 16 |
Reconciling items to net loss: | ||
Loss on impairment and disposal of assets | 0.1 | 1.4 |
Gain (Loss) on sale of business, net | 0 | 0 |
Interest expense | 0.3 | 0.3 |
Unrealized (gain) loss on derivatives | 0 | 0 |
Effect of LIFO liquidation and Inventory write-down | (3.8) | 1.5 |
RINs mark-to-market | 0 | 0 |
Performance Brands | Operating Segments | Sales Revenue, Segment | ||
Reportable segment information | ||
Sales | 252.9 | 234.1 |
Performance Brands | Operating Segments | Intersubsegment Eliminations | ||
Reportable segment information | ||
Sales | 0 | 0.3 |
Eliminations | ||
Reconciling items to net loss: | ||
Payments to Acquire Productive Assets | 0 | 0 |
Property, Plant and Equipment, Net | $ 0 | $ 0 |
Segments and Related Informat_4
Segments and Related Information (Product Information) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Major product category sales | ||
Sales | $ 3,148 | $ 2,268.2 |
Segment Reporting, Disclosure of Major Customers | no | no |
number of major suppliers | 2 | 2 |
Product Concentration Risk | Sales | ||
Major product category sales | ||
Concentration Risk, Percentage | 100.00% | 100.00% |
Product Concentration Risk | Performance Brands | ||
Major product category sales | ||
Sales | $ 252.9 | $ 234.1 |
Product Concentration Risk | Performance Brands | Sales | ||
Major product category sales | ||
Concentration Risk, Percentage | 8.00% | 10.30% |
Product Concentration Risk | Specialty Products and Solutions | ||
Major product category sales | ||
Sales | $ 2,111.4 | $ 1,528.9 |
Product Concentration Risk | Specialty Products and Solutions | Sales | ||
Major product category sales | ||
Concentration Risk, Percentage | 67.10% | 67.40% |
Product Concentration Risk | Montana/Renewables | ||
Major product category sales | ||
Sales | $ 783.7 | $ 505.2 |
Product Concentration Risk | Montana/Renewables | Sales | ||
Major product category sales | ||
Concentration Risk, Percentage | 24.90% | 22.30% |
Lubricating oils | Product Concentration Risk | Specialty Products and Solutions | ||
Major product category sales | ||
Sales | $ 658.7 | $ 473.5 |
Lubricating oils | Product Concentration Risk | Specialty Products and Solutions | Sales | ||
Major product category sales | ||
Concentration Risk, Percentage | 20.90% | 20.90% |
Solvents | Product Concentration Risk | Specialty Products and Solutions | ||
Major product category sales | ||
Sales | $ 303.7 | $ 236.2 |
Solvents | Product Concentration Risk | Specialty Products and Solutions | Sales | ||
Major product category sales | ||
Concentration Risk, Percentage | 9.70% | 10.40% |
Waxes | Product Concentration Risk | Specialty Products and Solutions | ||
Major product category sales | ||
Sales | $ 151.7 | $ 129.1 |
Waxes | Product Concentration Risk | Specialty Products and Solutions | Sales | ||
Major product category sales | ||
Concentration Risk, Percentage | 4.80% | 5.70% |
Other | Product Concentration Risk | Specialty Products and Solutions | ||
Major product category sales | ||
Sales | $ 997.3 | $ 690.1 |
Other | Product Concentration Risk | Specialty Products and Solutions | Sales | ||
Major product category sales | ||
Concentration Risk, Percentage | 31.70% | 30.40% |
Gasoline | Product Concentration Risk | Montana/Renewables | ||
Major product category sales | ||
Sales | $ 188.3 | $ 135.9 |
Gasoline | Product Concentration Risk | Montana/Renewables | Sales | ||
Major product category sales | ||
Concentration Risk, Percentage | 6.00% | 6.00% |
Diesel | Product Concentration Risk | Montana/Renewables | ||
Major product category sales | ||
Sales | $ 324.9 | $ 204.1 |
Diesel | Product Concentration Risk | Montana/Renewables | Sales | ||
Major product category sales | ||
Concentration Risk, Percentage | 10.30% | 9.00% |
Jet fuel | Product Concentration Risk | Montana/Renewables | ||
Major product category sales | ||
Sales | $ 27.5 | $ 14.6 |
Jet fuel | Product Concentration Risk | Montana/Renewables | Sales | ||
Major product category sales | ||
Concentration Risk, Percentage | 0.90% | 0.70% |
Oil and Gas, Refining and Marketing | Product Concentration Risk | ||
Major product category sales | ||
Sales | $ 3,148 | $ 2,268.2 |
asphalt, heavy fuel oils and other | Product Concentration Risk | Montana/Renewables | ||
Major product category sales | ||
Sales | $ 243 | $ 150.6 |
asphalt, heavy fuel oils and other | Product Concentration Risk | Montana/Renewables | Sales | ||
Major product category sales | ||
Concentration Risk, Percentage | 7.70% | 6.60% |
Segments and Related Informat_5
Segments and Related Information (Narrative) (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Disclosure on Geographic Areas, Description of Revenue from External Customers | ten percent | ten percent |
Supplier Concentration Risk [Member] | two | percentage | ||
Segment Reporting Information [Line Items] | ||
Concentration Risk, Percentage | 90.20% | 82.90% |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Quarterly Financial [Line Items] | ||
Sales | $ 3,148 | $ 2,268.2 |
Gross Profit | 142.9 | 99.1 |
Net income (loss) from continuing operations | (260.1) | (149) |
Net income (loss) | (260.1) | (149) |
Net income (loss) available to limited partners | $ (254.9) | $ (146) |
Limited partners’ interest basic net income (loss) per unit | $ (3.23) | $ (1.86) |
Leases Leases (Narrative) (Deta
Leases Leases (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leased Assets [Line Items] | |
Finance Lease, Option to Extend | no |
Minimum | |
Operating Leased Assets [Line Items] | |
Lessee, Finance Lease, Renewal Term | 1 year |
Maximum | |
Operating Leased Assets [Line Items] | |
Lessee, Finance Lease, Renewal Term | 18 years |
Finance Lease, Option to Extend | 34 |
Leases Leases (Supplemental bal
Leases Leases (Supplemental balance sheet) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 157.7 | $ 85.8 | |
Finance Lease, Right-of-Use Asset | 4.2 | [1] | 4 |
Lease Right of Use Asset | 161.9 | 89.8 | |
Current operating lease liabilities | 65.1 | 41.4 | |
Current finance lease liability | 0.8 | 0.6 | |
Long-term operating lease liabilities | 93.1 | 44.8 | |
Long-term finance lease liability | 3.2 | 3.1 | |
Lease Liability | 162.2 | 89.9 | |
Finance lease right-of-use asset | $ 4.1 | $ 3.4 | |
[1] | inance lease assets are recorded net of accumulated amortization of $4.1 million and $3.4 million, respectively. |
Leases Leases (Lease costs) (De
Leases Leases (Lease costs) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Fixed operating lease cost | $ 51.5 | $ 46.2 | |
Short-term operating lease cost | 7.8 | [1] | 8.6 |
Variable operating lease cost | 13.8 | [2] | 1.9 |
Finance lease amortization | 0.7 | 0.6 | |
Interest on lease liabilities | 0.4 | 0.4 | |
Total lease cost | 74.2 | 57.7 | |
Operating lease expense | $ 73.1 | $ 56.7 | |
[1] | The Company’s leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. | ||
[2] | The Company’s railcar leases typically include a mileage limit the railcar can travel over the life of the lease. For any mileage incurred over this limit, the Company is obligated to pay an agreed upon dollar value for each mile that is traveled over the limit. |
Leases Leases (Maturity of leas
Leases Leases (Maturity of lease liabilities) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Leases [Abstract] | |||
2020 Operating leases | [1] | $ 73.5 | |
2021 Operating leases | [1] | 69.7 | |
2022 Operating leases | [1] | 11 | |
2023 Operating leases | [1] | 7.9 | |
2024 Operating leases | [1] | 3.7 | |
Thereafter Operating leases | [1] | 9.5 | |
Total Operating Lease Payments | [1] | 175.3 | |
Less: Interest | [1] | 17.1 | |
Present value of operating lease liability | [1] | 158.2 | |
Current portion of operating lease liabilities | 65.1 | $ 41.4 | |
Long-term operating lease liabilities | $ 93.1 | 44.8 | |
Operating Lease, Option to Extend | no | ||
Operating Lease, Lease Not yet Commenced | no | ||
2020 Finance leases | [2] | $ 1 | |
2021 Finance leases | [2] | 1 | |
2022 Finance leases | [2] | 1 | |
2023 Finance leases | [2] | 0.7 | |
2024 Finance leases | [2] | 0.7 | |
Thereafter Finance leases | [2] | 0.3 | |
Total Finance Lease Payments | [2] | 4.7 | |
Less: Interest | [2] | 0.7 | |
Present value of finance lease liability | [2] | 4 | |
Current finance lease liability | 0.8 | 0.6 | |
Long-term finance lease liability | $ 3.2 | 3.1 | |
Finance Lease, Option to Extend | no | ||
Finance Lease, Lease Not yet Commenced | no | ||
2020 Lease liabilities | $ 74.5 | ||
2021 Lease liabilities | 70.7 | ||
2022 Lease liabilities | 12 | ||
2023 Lease liabilities | 8.6 | ||
2024 Lease liabilities | 4.4 | ||
Thereafter Lease liabilities | 9.8 | ||
Total Lease liabilities | 180 | ||
less: Interest | 17.8 | ||
Present value of lease liability | 162.2 | 89.9 | |
Lease, Liability, current | 65.9 | ||
Lease Liability, noncurrent | 96.3 | ||
Operating Leased Assets [Line Items] | |||
Lease Liability | 162.2 | $ 89.9 | |
Lease Arrangement, Types [Domain] | |||
Leases [Abstract] | |||
Present value of lease liability | 162.2 | ||
Operating Leased Assets [Line Items] | |||
Lease Liability | $ 162.2 | ||
[1] | As of December 31, 2021, the Company’s operating lease pa yments included no material options to extend lease terms that are reasonably certain of being exercised. The Company has no legally binding minimum lease payments for leases signed but not yet commenced as of December 31, 2021. | ||
[2] | As of December 31, 2021, the Company’s finance lease payments included no material options to extend lease terms that are reasonably certain of being exercised. In addition, the Company has no legally binding minimum lease payments for leases that have been signed but not yet commenced as of December 31, 2021. |
Leases Leases (Lease term and d
Leases Leases (Lease term and discount) (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average remaining term - operating | 3 years 1 month 6 days | 3 years 9 months 18 days |
Weighted average remaining term - finance | 4 years 9 months 18 days | 5 years 4 months 24 days |
Weighted average discount rate - operating | 7.00% | 7.30% |
Weighted average discount rate - finance | 7.30% | 8.30% |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Mar. 01, 2022 | Jan. 20, 2022 | Jan. 12, 2022 | Apr. 28, 2015 | Mar. 27, 2015 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||
Repayments of borrowings — senior notes | $ 150,000,000 | $ 0 | |||||
Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Senior secured revolving credit facility | $ 600,000,000 | $ 600,000,000 | |||||
7.75% Notes | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from Debt, Net of Issuance Costs | $ 317,000,000 | ||||||
Long-term Debt, Gross | $ 325,000,000 | ||||||
9.625% Notes | |||||||
Subsequent Event [Line Items] | |||||||
Repayments of borrowings — senior notes | $ 178,800,000 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Increase (Decrease) in Derivative Assets and Liabilities | $ 16,900,000 | ||||||
Fair Value of Derivative Measurement Date | Mar. 1, 2022 | ||||||
Extinguishment of Debt, Amount | $ 2,500,000 | ||||||
Proceeds from Debt, Net of Issuance Costs | $ 319,100,000 | ||||||
Subsequent Event | Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Senior secured revolving credit facility | 500,000,000 | ||||||
Subsequent Event | 7.75% Notes | |||||||
Subsequent Event [Line Items] | |||||||
Repayments of borrowings — senior notes | 325,000,000 | ||||||
Subsequent Event | 2027 Notes [Domain] | |||||||
Subsequent Event [Line Items] | |||||||
Long-term Debt, Gross | $ 325,000,000 | $ 300,000,000 |
Accounting Policies (Details)
Accounting Policies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
increase to cost of sales | $ 111 |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Property, Plant and Equipment, Net | $ 949.7 | $ 919.8 | |
Restricted Cash | 83.8 | 0 | |
Long-term Debt | 1,447.5 | ||
Total partners’ capital (deficit) | (385.1) | (128.6) | $ 21.6 |
Depreciation | 95.9 | 91.1 | |
Interest expense | 149.5 | $ 125.9 | |
Parent Company | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Contract Receivable | 216.8 | ||
Accounts receivable - Intercompany | 0 | ||
Property, Plant and Equipment, Net | 698.4 | ||
Restricted Cash | 0 | ||
Accounts payable - Intercompany | 0 | ||
Long-term Debt | 1,122.6 | ||
Total partners’ capital (deficit) | (379.7) | ||
Partners’ capital (deficit) - Intercompany | 0 | ||
Unrestricted Subsidiaries | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Contract Receivable | 0 | ||
Accounts receivable - Intercompany | 6.9 | ||
Property, Plant and Equipment, Net | 390.3 | ||
Restricted Cash | 83.8 | ||
Accounts payable - Intercompany | 43.1 | ||
Long-term Debt | 296.2 | ||
Total partners’ capital (deficit) | (5.4) | ||
Partners’ capital (deficit) - Intercompany | 146.7 | ||
Revenues | 6.9 | ||
Operating Costs and Expenses | 5.4 | ||
Depreciation | 1.7 | ||
Interest expense | 5.2 | ||
Eliminations | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Contract Receivable | 0 | ||
Accounts receivable - Intercompany | (6.9) | ||
Property, Plant and Equipment, Net | (139) | ||
Restricted Cash | 0 | ||
Accounts payable - Intercompany | (43.1) | ||
Long-term Debt | 0 | ||
Total partners’ capital (deficit) | 0 | ||
Partners’ capital (deficit) - Intercompany | (146.7) | ||
Consolidated Total | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Contract Receivable | 216.8 | ||
Accounts receivable - Intercompany | 0 | ||
Property, Plant and Equipment, Net | 949.7 | ||
Restricted Cash | 83.8 | ||
Accounts payable - Intercompany | 0 | ||
Long-term Debt | 1,418.8 | ||
Total partners’ capital (deficit) | (385.1) | ||
Partners’ capital (deficit) - Intercompany | $ 0 |