Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 26, 2016 | Jun. 30, 2015 | |
Document and Entity Information: | |||
Entity Registrant Name | PAR PACIFIC HOLDINGS, INC. | ||
Entity Central Index Key | 821,483 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PARR | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 41,078,097 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 297,357,803 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 167,788 | $ 89,210 |
Restricted cash | 748 | 749 |
Trade accounts receivable | 68,342 | 111,953 |
Inventories | 219,437 | 243,853 |
Prepaid and other current assets | 75,437 | 15,024 |
Total current assets | 531,752 | 460,789 |
Property and equipment | ||
Property, plant and equipment | 220,863 | 123,323 |
Proved oil and gas properties, at cost, successful efforts method of accounting | 1,122 | 1,122 |
Total property and equipment | 221,985 | 124,445 |
Less accumulated depreciation and depletion | (26,845) | (11,510) |
Property, plant and equipment, net | 195,140 | 112,935 |
Long-term assets | ||
Investment in Laramie Energy, LLC | 76,203 | 104,657 |
Intangible assets, net | 34,368 | 7,506 |
Goodwill | 41,327 | 20,786 |
Other long-term assets | 13,471 | 28,563 |
Total assets | 892,261 | 735,236 |
Current liabilities | ||
Current maturities of long-term debt | 11,000 | 29,100 |
Obligations under inventory financing agreements | 237,709 | 197,394 |
Accounts payable | 27,428 | 33,064 |
Current portion of contingent consideration | 19,880 | 0 |
Other accrued liabilities | 69,023 | 51,248 |
Total current liabilities | 365,040 | 310,806 |
Long-term liabilities | ||
Long-term debt, net of current maturities | 154,212 | 101,739 |
Common stock warrants | 8,096 | 12,123 |
Contingent consideration | 7,701 | 9,131 |
Long-term capital lease obligations | 1,175 | 1,295 |
Other liabilities | 15,426 | 7,983 |
Total liabilities | $ 551,650 | $ 443,077 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued | $ 0 | $ 0 |
Common stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2015 and 2014, 41,009,924 shares and 37,068,886 shares issued at December 31, 2015 and 2014, respectively | 410 | 371 |
Additional paid-in capital | 515,165 | 427,287 |
Accumulated deficit | (174,964) | (135,053) |
Accumulated other comprehensive loss | 0 | (446) |
Total stockholders’ equity | 340,611 | 292,159 |
Total liabilities and stockholders’ equity | $ 892,261 | $ 735,236 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 41,009,924 | 37,068,886 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | |||
Revenues | $ 2,066,337 | $ 3,108,025 | $ 886,014 |
Operating expenses | |||
Cost of revenues | 1,787,368 | 2,937,472 | 857,066 |
Operating expense, excluding depreciation, depletion and amortization expense | 136,338 | 140,900 | 27,251 |
Lease operating expense | 5,283 | 5,673 | 5,676 |
Depreciation, depletion and amortization | 19,918 | 14,897 | 5,982 |
Impairment expense | 9,639 | 0 | 0 |
Loss (gain) on sale of assets, net | 0 | 624 | (50) |
Trust litigation and settlements | 0 | 0 | 6,206 |
General and administrative expense | 44,271 | 34,304 | 21,494 |
Acquisition and integration expense | 2,006 | 11,687 | 9,794 |
Total operating expenses | 2,004,823 | 3,145,557 | 933,419 |
Operating income (loss) | 61,514 | (37,532) | (47,405) |
Other income (expense) | |||
Interest expense and financing costs, net | (20,156) | (17,995) | (13,285) |
Loss on termination of financing agreements | (19,669) | (1,788) | (6,141) |
Other income (expense), net | (291) | (312) | 758 |
Change in value of common stock warrants | (3,664) | 4,433 | (10,159) |
Change in value of contingent consideration | (18,450) | 2,849 | 0 |
Equity earnings (losses) from Laramie Energy, LLC | (55,983) | 2,849 | (2,941) |
Total other income (expense), net | (118,213) | (9,964) | (31,768) |
Loss before income taxes | (56,699) | (47,496) | (79,173) |
Income tax benefit | 16,788 | 455 | 0 |
Net loss | $ (39,911) | $ (47,041) | $ (79,173) |
Loss per share | |||
Basic (USD per share) | $ (1.06) | $ (1.44) | $ (4.01) |
Diluted (USD per share) | $ (1.06) | $ (1.44) | $ (4.01) |
Weighted-average number of shares outstanding | |||
Basic (in shares) | 37,678 | 32,739 | 19,740 |
Diluted (in shares) | 37,678 | 32,739 | 19,740 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Statement - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (39,911) | $ (47,041) | $ (79,173) |
Other comprehensive income (loss): | |||
Reclassification of other post-retirement benefits loss to net income | 1,082 | 0 | |
Other post-retirement benefits loss | (636) | (446) | 0 |
Total other comprehensive income (loss) | 446 | (446) | |
Comprehensive loss | $ (39,465) | $ (47,487) | $ (79,173) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||
Net loss | $ (39,911) | $ (47,041) | $ (79,173) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||
Depreciation, depletion and amortization | 19,918 | 14,897 | 5,982 |
Impairment expense | 9,639 | 0 | 0 |
Loss on termination of financing agreements | 19,669 | 1,788 | 6,141 |
Gain on termination of other post-retirement benefits | (5,550) | 0 | 0 |
Non-cash interest expense | 12,449 | 13,470 | 10,601 |
Change in value of common stock warrants | 3,664 | (4,433) | 10,159 |
Change in value of contingent consideration | 18,450 | (2,849) | 0 |
Deferred taxes | (16,489) | (257) | 179 |
Loss (gain) on sale of assets, net | 0 | 624 | (50) |
Stock-based compensation | 5,165 | 3,970 | 1,161 |
Unrealized loss (gain) on derivative contracts | 10,896 | (1,015) | 0 |
Equity (earnings) losses from Laramie Energy, LLC | 55,983 | (2,849) | 2,941 |
Net changes in operating assets and liabilities: | |||
Trade accounts receivable | 54,529 | 5,608 | (40,278) |
Collateral posted with broker for derivative transactions | (20,927) | 0 | 0 |
Prepaid and other assets | (35,697) | (5,966) | (2,569) |
Inventories | 31,913 | 61,529 | 69,211 |
Obligations under inventory financing agreements | 34,845 | (112,884) | (38,999) |
Accounts payable and other accrued liabilities | (26,188) | 20,804 | 19,017 |
Net cash provided by (used in) operating activities | 132,358 | (54,604) | (35,677) |
Cash flows from investing activities | |||
Acquisition of Par Hawaii, Inc., net of cash acquired | (64,331) | (10,000) | 0 |
Capital expenditures | (22,345) | (14,300) | (7,768) |
Proceeds from sale of assets | 0 | 595 | 2,850 |
Acquisition of Par Hawaii Refining, LLC, including working capital settlement | 0 | (582) | (559,279) |
Investment in Laramie Energy, LLC | (27,529) | (12) | (303) |
Net cash used in investing activities | (114,205) | (24,299) | (564,500) |
Cash flows from financing activities | |||
Proceeds from sale of common stock, net of offering costs | 76,056 | 103,949 | 199,170 |
Proceeds from exercise of common stock warrants | 39 | 5 | 18 |
Proceeds from borrowings | 208,158 | 363,620 | 159,800 |
Repayments of borrowings | (227,212) | (331,530) | (121,909) |
Net repayments on deferred payment arrangement | (1,436) | 0 | 0 |
Payment of deferred loan costs | (7,335) | (6,045) | (2,264) |
Purchase of common stock for retirement | (1,034) | 0 | 0 |
Proceeds from inventory financing agreements | 271,000 | 0 | 378,238 |
Payments for termination of supply and exchange agreements | (257,811) | 0 | 0 |
Restricted cash released | 0 | 53 | 19,000 |
Net cash provided by financing activities | 60,425 | 130,052 | 632,053 |
Net increase in cash and cash equivalents | 78,578 | 51,149 | 31,876 |
Cash and cash equivalents at beginning of period | 89,210 | 38,061 | 6,185 |
Cash and cash equivalents at end of period | 167,788 | 89,210 | 38,061 |
Cash received (paid) for: | |||
Interest | (6,891) | (4,526) | (2,186) |
Taxes | 402 | 243 | 0 |
Non-cash investing and financing activities | |||
Accrued capital expenditures | 2,102 | 2,328 | 0 |
Stock issued used to settle bankruptcy claims | 0 | 2,677 | 2,605 |
Value of warrants reclassified to equity | $ 7,691 | $ 786 | $ 3,741 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance (in shares) at Dec. 31, 2012 | 15,008 | ||||
Balance at Dec. 31, 2012 | $ 100,757 | $ 150 | $ 109,446 | $ (8,839) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued in a private transaction, net of offering cost (in shares) | 14,388 | ||||
Stock issued in a private transaction, net of offering cost | 199,170 | $ 144 | 199,026 | ||
Bankruptcy claim settlements (in shares) | 209 | ||||
Bankruptcy claim settlements | 2,605 | $ 2 | 2,603 | ||
Exercise of common stock warrants (in shares) | 184 | ||||
Exercise of common stock warrants | 3,741 | $ 2 | 3,739 | ||
Share-based compensation (in shares) | 362 | ||||
Stock-based compensation | 1,164 | $ 3 | 1,161 | ||
Net income (loss) | (79,173) | (79,173) | |||
Balance (in shares) at Dec. 31, 2013 | 30,151 | ||||
Balance at Dec. 31, 2013 | 228,264 | $ 301 | 315,975 | (88,012) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Reverse stock split | 0 | $ 1 | (1) | ||
Stock issued in a private transaction, net of offering cost (in shares) | 6,525 | ||||
Stock issued in a private transaction, net of offering cost | 103,949 | $ 65 | 103,884 | ||
Bankruptcy claim settlements (in shares) | 146 | ||||
Bankruptcy claim settlements | 2,677 | $ 1 | 2,676 | ||
Exercise of common stock warrants (in shares) | 51 | ||||
Exercise of common stock warrants | 786 | $ 1 | 785 | ||
Share-based compensation (in shares) | 196 | ||||
Stock-based compensation | 3,970 | $ 2 | 3,968 | ||
Total other comprehensive income (loss) | (446) | $ (446) | |||
Net income (loss) | (47,041) | (47,041) | |||
Balance (in shares) at Dec. 31, 2014 | 37,069 | ||||
Balance at Dec. 31, 2014 | 292,159 | $ 371 | 427,287 | (135,053) | (446) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued in a private transaction, net of offering cost (in shares) | 3,500 | ||||
Stock issued in a private transaction, net of offering cost | 76,056 | $ 35 | 76,021 | ||
Bankruptcy claim settlements | 0 | ||||
Exercise of common stock warrants (in shares) | 404 | ||||
Exercise of common stock warrants | 7,730 | $ 4 | 7,726 | ||
Share-based compensation (in shares) | 98 | ||||
Stock-based compensation | 5,165 | $ 1 | 5,164 | ||
Purchase of common stock for retirement (in shares) | (61) | ||||
Purchase of common stock for retirement | (1,034) | $ (1) | (1,033) | ||
Total other comprehensive income (loss) | 446 | 446 | |||
Net income (loss) | (39,911) | (39,911) | |||
Balance (in shares) at Dec. 31, 2015 | 41,010 | ||||
Balance at Dec. 31, 2015 | $ 340,611 | $ 410 | $ 515,165 | $ (174,964) | $ 0 |
CONSOLIDATED STATEMENTS OF CHA8
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | |||
Payments of stock issuance costs | $ 1,000 | $ 237 | $ 830 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Overview | Note 1—Overview Par Pacific Holdings, Inc. (formerly known as Par Petroleum Corporation) and its wholly owned subsidiaries ("Par" or the "Company") manages and maintains interests in energy and infrastructure businesses. Currently, we operate in three primary business segments: 1) Refining - Our refinery in Kapolei, Hawaii produces ultra-low sulfur diesel, gasoline, jet fuel, marine fuel and other associated refined products primarily for consumption in Hawaii. 2) Retail - Our retail outlets sell gasoline, diesel and retail merchandise throughout the island of Oahu as well as the neighboring islands of Maui, Hawaii and Kauai. Our retail network includes Tesoro and "76" branded retail sites, company-operated convenience stores, sites operated in cooperation with 7-Eleven and other sites operated by third parties. 3) Logistics - We own and operate terminals, pipelines, a single-point mooring and trucking operations to distribute refined products throughout the island of Oahu as well as the neighboring islands of Maui, Hawaii, Molokai and Kauai. We also own a 32.4% equity investment in Laramie Energy, LLC (" Laramie Energy "), a joint venture entity operated by Laramie Energy II, LLC (" Laramie ") and focused on producing natural gas in Garfield, Mesa and Rio Blanco Counties, Colorado. In addition to the three operating segments described above, we have two additional reportable segments: (i) Texadian (formerly the "Commodity Marketing and Logistics segment") and (ii) Corporate and Other. Texadian focuses on sourcing, marketing, transporting and distributing crude oil and refined products in the U.S. and Canada. Corporate and Other includes administrative costs and several small non-operated oil and gas interests that were owned by our predecessor. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Par Pacific Holdings, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. Actual amounts could differ from these estimates. Significant estimates include the fair value of assets and liabilities, inventory valuation, derivatives, asset retirement obligations, and contingencies and litigation accruals. Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to bankruptcy matters and cash held at commercial banks to support letter of credit facilities. Allowance for Doubtful Accounts We establish provisions for losses on trade receivables if it becomes probable we will not collect all or part of the outstanding balances. We review collectibility and establish or adjust our allowance as necessary using the specific identification method. As of December 31, 2015 and 2014 , we did not have a significant allowance for doubtful accounts. Inventories Commodity inventories are stated at the lower of cost and net realizable value using the first-in, first-out accounting method ("FIFO"). We value merchandise along with spare parts, materials and supplies at average cost. Beginning in June 2015, our refining segment acquires substantially all of its crude oil from J. Aron & Company ("J.Aron") under supply and offtake agreements as described in Note 10—Inventory Financing Agreements . The crude oil remains in the legal title of J. Aron and is stored in our storage tanks governed by a storage agreement. Legal title to the crude oil passes to us at the tank outlet. After processing, J. Aron takes title to the refined products stored in our storage tanks until sold to our retail locations or to third parties. We record the inventory owned by J. Aron on our behalf as inventory with a corresponding obligation on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and are obligated to repurchase the inventory. Prior to the supply and offtake agreements with J. Aron, our refining and distribution segment acquired substantially all of its crude oil from Barclays Bank PLC (“Barclays”) under supply and exchange agreements as described in Note 10—Inventory Financing Agreements . Investment in Laramie Energy, LLC We account for our Investment in Laramie Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies. Our proportionate share of net income (loss) of this entity is included in Equity earnings (losses) from Laramie Energy, LLC in the consolidated statements of operations. The investment is reviewed for impairment when events or changes in circumstances indicate that there has been an other than temporary decline in the value of the investment. Please read Note 3—Investment in Laramie Energy, LLC . Property, Plant and Equipment We capitalize the cost of additions, major improvements and modifications to property, plant and equipment. The cost of repairs and normal maintenance of property, plant and equipment is expensed as incurred. Major improvements and modifications of property, plant and equipment are those expenditures that either extend the useful life, increase the capacity or improve the operating efficiency of the asset or improve the safety of our operations. We compute depreciation of property, plant and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 8 to 47 Logistics 3 to 30 Retail 14 to 18 Corporate 3 to 7 Software 3 We record property under capital leases at the lower of the present value of minimum lease payments using our incremental borrowing rate or the fair value of the leased property at the date of lease inception. We depreciate leasehold improvements and property acquired under capital leases over the shorter of the lease term or the economic life of the asset. We review property, plant and equipment and other long-lived assets whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value. If this occurs, an impairment loss is recognized for the difference between the fair value and carrying value. Factors that indicate potential impairment include a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset and a significant change in the asset’s physical condition or use. Natural Gas and Oil Properties We account for our natural gas and oil exploration and development activities using the successful efforts method of accounting. Under such method, costs of productive exploratory wells, development dry holes and productive wells and undeveloped leases are capitalized. Natural gas and oil lease acquisition costs are also capitalized. Exploration costs, including personnel costs, certain geological or geophysical expenses and delay rentals for natural gas and oil leases, are charged to expense as incurred. Exploratory drilling costs are initially capitalized, then evaluated quarterly and charged to expense if and when the well is determined not to contain reserves in commercial quantities. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production depletion rate. A gain or loss is recognized for all other sales of producing properties. Unproved properties are assessed quarterly on a property-by-property basis and any impairment in value is charged to expense. If the unproved properties are determined to be productive, the related costs are transferred to proved oil and natural gas properties and are depleted. Proceeds from sales of partial interests in unproved leases are accounted for as a recovery of cost without recognizing any gain or loss until all costs have been recovered. Depletion of capitalized acquisition, exploration and development costs is computed using the units-of-production method by individual fields (common reservoirs) based on proved producing natural gas and crude oil reserves as the related reserves are produced. Associated leasehold costs are depleted using the unit-of-production method based on total proved natural gas and crude oil reserves as the related reserves are produced. Our natural gas and crude oil assets are reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Asset Retirement Obligations We record asset retirement obligations (“AROs”) in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the liability. Our AROs arise from our refining, logistics, and retail operations, as well as plugging and abandonment of wells within our natural gas and crude oil operations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. When the liability is initially recorded, we capitalize the cost by increasing the book value of the related long-lived tangible asset. The liability is accreted to its estimated settlement value with accretion expense recognized in Depreciation, depletion and amortization ("DD&A") on our consolidated statement of operations and the related capitalized cost is depreciated over the asset’s useful life. The difference between the settlement amount and the recorded liability is recorded as a gain or loss on asset disposals in our consolidated statements of operations. We estimate settlement dates by considering our past practice, industry practice, contractual terms, management’s intent and estimated economic lives. We cannot currently estimate the fair value for certain AROs primarily because we cannot estimate settlement dates (or range of dates) associated with these assets. These AROs include hazardous materials disposal (such as petroleum manufacturing by-products, chemical catalysts and sealed insulation material containing asbestos) and removal or dismantlement requirements associated with the closure of our refining facility, terminal facilities or pipelines, including the demolition or removal of certain major processing units, buildings, tanks, pipelines or other equipment. Goodwill and Other Intangible Assets Goodwill represents the amount the purchase price exceeds the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1. We assess the recoverability of the carrying value of goodwill during the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a two-step quantitative test is required. If required, we will compare the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment indicator exists and an estimate of the impairment loss is calculated. Our intangible assets include relationships with suppliers and shippers, favorable railcar leases, trade names and trademarks. These intangible assets will be amortized over their estimated useful lives on a straight-line basis. We evaluate the carrying value of our intangible assets when impairment indicators are present. When we believe impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of the intangible assets are prepared. If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values. Environmental Matters We capitalize environmental expenditures that extend the life or increase the capacity of facilities as well as expenditures that prevent environmental contamination. We expense costs that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation. We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated. Cost estimates are based on the expected timing and extent of remedial actions required by governing agencies, experience gained from similar sites for which environmental assessments or remediation have been completed and the amount of our anticipated liability considering the proportional liability and financial abilities of other responsible parties. Usually, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Estimated liabilities are not discounted to present value and environmental expenses are recorded in Operating expenses in our consolidated statements of operations. Derivatives and Other Financial instruments We are exposed to commodity price risk related to crude oil and refined products. We manage this exposure through the use of various derivative commodity instruments. These instruments include exchange traded futures and over-the-counter swaps, forwards and options. For our forward contracts that are derivatives, we have elected the normal purchase normal sale exclusion, as it is our policy to fulfill or accept the physical delivery of the product and we will not net settle. Therefore, we did not recognize the unrealized gains or losses related to these contracts in our consolidated financial statements. We apply the accrual method of accounting to contracts qualifying for the normal purchase and sales exemption. All derivative instruments, not designated as normal purchases or sales, are recorded in the balance sheet as either assets or liabilities measured at their fair values. Changes in the fair value of these derivative instruments are recognized currently in earnings. We have not designated any derivative instruments as cash flow or fair value hedges and therefore, do not apply hedge accounting treatment. In addition, we may have other financial instruments, such as warrants or embedded debt features, that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in our control or (c) the instruments contain other provisions that cause us to conclude that they are not indexed to our equity. Our former delayed draw term loan facility contained certain puts that were accounted for as embedded derivatives. We have also accounted for our obligation to repurchase crude oil and refined products from J.Aron at the termination of the Supply and Offtake Agreements as an embedded derivative. These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. Please read Note 12—Derivatives and Note 13—Fair Value Measurements for information regarding our derivatives and other financial instruments. Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss ("NOLs") and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We recognize the impact of an uncertain tax position only if it is more likely than not of being sustained upon examination by the relevant taxing authority based on the technical merits of the position. As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2012, 2013 and 2014. However, since we have net operating loss carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried. Therefore, in a year in which a net operating loss deduction is claimed, the IRS may examine the year in which the net operating loss was generated and adjust it accordingly for purposes of assessing additional tax in the year the net operating loss deductions was claimed. Any penalties or interest as a result of an examination will be recorded in the period assessed. Stock-Based Compensation We recognize the cost of share-based payments on a straight-line basis over the period the employee provides service, generally the vesting period and include such costs in General and administrative expense in the consolidated statements of operations. The grant date fair value of restricted stock awards are equal to the market price of our common stock on the date of grant. The fair value of stock options are estimated using the Black-Scholes option-pricing model as of the date of grant. Revenue Recognition We recognize revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable and collectability is reasonably assured. Revenue that does not meet these criteria is deferred until the criteria are met. Certain transactions include sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another and are recorded on a net basis and included in Cost of revenues on our consolidated statements of operations. Refining and Retail We recognize revenues upon delivery of goods or services to a customer. For goods, this is the point at which title and risk of loss is transferred and when payment has either been received or collection is reasonably assured. Revenues for services are recorded when the services have been provided. We include transportation fees charged to customers in Revenues in our consolidated statements of operations, while the related transportation costs are included in Cost of revenues . Federal excise and state motor fuel taxes, which are collected from customers and remitted to governmental agencies within our refining and retail segments are excluded from both Revenues and Cost of revenues in our consolidated statements of operations. Logistics We recognize revenues as goods or services are provided to a customer. Substantially all of our logistics revenues represent intercompany transactions that are eliminated in consolidation. Texadian We earn revenues from the sale and transportation of crude oil and the rental of railcars. Accordingly, revenues and related costs from sales of crude oil are recorded when title transfers to the buyer. Transportation revenues are recognized when title passes to the customer, which is when risk of ownership transfers to the purchaser and physical delivery occurs. Revenues from the rental of railcars are recognized ratably over the lease periods. Other Post-Retirement Benefits - Medical On December 31, 2015, we terminated our post-retirement medical plan and extinguished the remaining benefit obligation. Prior to this termination, the plan was unfunded and benefit obligation was recorded within Other long-term liabilities. Changes in the plan's funded status were recognized in Other comprehensive loss in the period the change occurs. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are categorized with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority given to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 – Assets or liabilities for which the item is valued based on quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Assets or liabilities valued based on observable market data for similar instruments. Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed and considers risk premiums that a market participant would require. The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our policy is to recognize transfers in and/or out of fair value hierarchy levels as of the end of the reporting period for which the event or change in circumstances caused the transfer. We have consistently applied these valuation techniques for the periods presented. We use data from peers as well as external sources in the determination of the volatility and risk free rates used in the valuation of our common stock warrants and contingent consideration. For these instruments, a sensitivity analysis is performed as well to determine the impact of inputs on the ending fair value estimate. The fair value of the J. Aron repurchase obligation derivative is measured using estimates of the prices and differentials assuming settlement at the end of the reporting period. Income (Loss) Per Share Basic income (loss) per share (“EPS”) is computed by dividing net income (loss) by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under the warrants. Please read Note 17—Income (Loss) Per Share for further information. The warrants are included in the calculation of basic EPS because they are issuable for minimal consideration. Unvested restricted stock is excluded from the computation of basic EPS as these shares are not considered earned until vesting occurs. Foreign Currency Transactions We may, on occasion, enter into transactions denominated in currencies other than the U.S. dollar, which is our functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income (expense), net , in the accompanying consolidated statement of operations in the period in which the currency exchange rates change. Accounting Principles Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). The FASB’s objective was to provide a more robust framework to improve comparability of revenue recognition practices across entities by removing most industry and transaction specific guidance, align GAAP with International Financial Reporting Standards and provide more useful information to financial statement users. This authoritative guidance changes the way entities recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU No. 2015-14"), which defers the effective date of ASU 2015-09 by one year. ASU No. 2014-09 is now effective for interim and annual periods beginning after December 15, 2017 and early adoption is permitted for interim and annual periods beginning after December 15, 2016. ASU No. 2014-09 allows for either full retrospective adoption or modified retrospective adoption. We are in the process of determining the method of adoption and the impact this guidance will have on our financial condition, results of operations and cash flows. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2016 and early adoption is permitted. We do not expect the adoption of ASU 2014-15 to have a material impact on our financial condition, results of operations and cash flows. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 changes the consolidation analysis required under GAAP by eliminating the presumption that a general partner should consolidate a limited partnership and modifying the evaluation of whether limited partnerships are Variable Interest Entities ("VIEs") or voting interest entities. Under the amended guidance, limited partners would be required to consolidate a partnership if the limited partner retains certain powers and obligations. The amendments in this ASU are effective for annual periods beginning after December 15, 2016 and interim periods beginning after December 15, 2017. ASU 2015-02 allows for either full retrospective adoption or modified retrospective adoption. Early adoption is permitted, but the guidance must be applied as of the beginning of the annual period containing the adoption date. We are in the process of determining the method of adoption and the impact this guidance will have on our financial condition, results of operations and cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize all leases, including operating leases, on the balance sheet as a lease asset or lease liability, unless the lease is a short-term lease. ASU 2016-02 also requires additional disclosures regarding leasing arrangements. ASU 2016-02 is effective for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. We are in the process of determining the method of adoption and the impact this guidance will have on our financial condition, results of operations and cash flow. Accounting Principles Adopted In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 changes the balance sheet classification of debt issuance costs. Under previous GAAP, debt issuance costs were reported on the balance sheet as assets and amortized as interest expense. ASU 2015-03 requires that debt issuance costs be presented as a reduction from the carrying amount of the related debt liability, which is similar to the presentation of debt discounts or premiums. Debt issuance costs will continue to be amortized to interest expense using the effective interest method. In August 2015, the FASB issued ASU No. 2015-15, Interest – Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements ("ASU 2015-15"). ASU 2015-15 clarifies that the guidance in ASU 2015-03 does not apply to debt issuance costs related to line-of-credit arrangements. Debt issuance costs related to line-of-credit arrangements will continue to be presented as an asset. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2015. ASU 2015-03 should be adopted on a retrospective basis and early adoption is permitted. We adopted this ASU as of December 31, 2015 and have applied the requirements retrospectively to all periods presented. The adoption of this ASU resulted in the reclassification of $5.8 million of debt issuance costs as of December 31, 2014 from Other long-term assets to Long-term debt, net of current maturities on our consolidated balance sheets. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory ("ASU 2015-11"). ASU 2015-11 changes the inventory measurement principle for entities using the FIFO or average cost methods. For entities utilizing one of these methods, the inventory measurement principle changed from lower of cost or market to the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out or the retail inventory method. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2016. ASU 2015-11 should be adopted prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We adopted this ASU as of December 31, 2015. The adoption of this ASU did not have a material impact on our financial condition, results of operations and cash flows. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ("ASU 2015-16"). ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Under ASU 2015-16, the effect on earnings resulting from changes to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date, must be recorded in the reporting period in which the adjustment amounts are determined rather than retrospectively. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2015. ASU 2015-16 should be adopted prospectively to adjustments to provisional amounts occurring after the effective date of the update and earlier application is permitted for financial statements that have not been issued. We adopted this ASU during the quarter ended September 30, 2015 and applied its amendments to the measurement period adjustments made during the year ended December 31, 2015 . Please read Note 4—Acquisitions for further information. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). ASU 2015-17 is part of the FASB's initiative to reduce the complexity in accounting standards. ASU 2015-17 requires entities to present deferred tax assets and deferred tax liabilities as non-current in a classified balance sheet. The amendments in this ASU simplify current guidance in ASC 740-10-45-4 that requires separate presentation of deferred tax assets and liabilities as current and non-current in a classified balance sheet based on the classification of the related asset or liability. ASU 2015-17 is effective for public companies for annual periods beginning after December 15, 2017 and interim periods beginning after December 15, 2018. Earlier application is permitted as of the beginning of an interim or annual reporting period. We adopted this ASU as of December 31, 2015. The adoption of this ASU did not have a material impact on our consolidated balance sheets as of December 31, 2015 and 2014 . |
Investment in Laramie Energy
Investment in Laramie Energy | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Laramie Energy | Note 3—Investment in Laramie Energy, LLC We have an ownership interest in Laramie Energy, formerly known as Piceance Energy, LLC, a joint venture entity focused on producing natural gas in Garfield, Mesa and Rio Blanco Counties, Colorado. Laramie Energy has a $400 million revolving credit facility secured by a lien on its natural gas and crude oil properties and related assets with a borrowing base currently set at $110 million . As of December 31, 2015 and 2014 , the balance outstanding on the revolving credit facility was approximately $77.3 million and $98 million , respectively. We are guarantors of Laramie Energy ’s credit facility, with recourse limited to the pledge of our equity interest of our wholly-owned subsidiary, Par Piceance Energy Equity, LLC. Under the terms of its credit facility, Laramie Energy is generally prohibited from making future cash distributions to its owners, including us. On March 9, 2015 , we entered into an amendment to the Limited Liability Company Agreement and made a cash capital contribution of $13.8 million to Laramie Energy . On May 29, 2015 , we made an additional cash capital contribution of $13.8 million . As a result of our contributions to Laramie Energy , our ownership interest increased from 33.34% to 34.0% . On July 31, 2015 , an unaffiliated third-party invested an aggregate of $19 million in Laramie Energy in the form of cash and property. As a result of this transaction, our ownership interest decreased from 34.0% to 32.4% . At December 31, 2015 , we conducted an impairment test related to our equity investment in Laramie Energy . As a result of the decline in crude oil prices during 2015, we concluded that our equity investment in Laramie Energy was impaired and recognized an other-than-temporary impairment charge of $41.1 million on our consolidated statement of operations for the year ended December 31, 2015 . The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Beginning balance $ 104,657 $ 101,796 $ 104,434 Equity earnings (loss) from Laramie Energy (15,713 ) 2,278 (3,516 ) Accretion of basis difference 811 571 575 Impairment (41,081 ) — — Investments 27,529 12 303 Ending balance $ 76,203 $ 104,657 $ 101,796 Summarized financial information for Laramie Energy is as follows (in thousands): December 31, 2015 2014 Current assets $ 8,511 $ 13,168 Non-current assets 514,206 468,379 Current liabilities 18,158 17,103 Non-current liabilities 98,624 105,774 Year Ended December 31, 2015 2014 2013 Natural gas and oil revenues $ 42,870 $ 80,471 $ 61,091 Income (loss) from operations (40,984 ) 3,512 (5,196 ) Net income (loss) (49,159 ) 6,576 (8,977 ) Laramie Energy's net loss for year ended December 31, 2015 includes $24.6 million and $16.6 million of DD&A expense and unrealized losses on derivative instruments, respectively. Additionally, 2015 also includes $12.3 million of impairments of unproved properties. Laramie Energy's net income for the year ended December 31, 2014 includes $32.8 million and $9.8 million of DD&A expense and unrealized gains on derivative instruments, respectively. Laramie Energy's net loss for the year ended December 31, 2013 includes $26.6 million and $1.1 million of DD&A expense and unrealized losses on derivative instruments, respectively. At December 31, 2015 and 2014 , our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $55.4 million and $14.7 million , respectively. This difference arose due to lack of control and marketability discounts and an other-than-temporary impairment of our equity investment in Laramie Energy. We attributed this difference to natural gas and crude oil properties and are amortizing the difference over 15 years based on the estimated timing of production of proved reserves. On December 17, 2015 , we entered into an equity commitment letter with Laramie Energy, pursuant to which we agreed to purchase certain membership interests of Laramie Energy for an aggregate cash purchase price of $55 million , subject to certain financing commitments by various lenders and additional equity investors and other conditions, in connection with the closing of a purchase and sale agreement whereby Laramie Energy agreed to acquire certain properties in the Piceance Basin for $157.5 million ("Laramie Property Purchase"), subject to customary purchase price adjustments and other conditions. Effective February, 22, 2016, we entered into a Unit Purchase Agreement with Laramie Energy and certain equity investors, which is subject to the closing of the Laramie Property Purchase, pursuant to which certain equity investors made capital contributions of an aggregate $100 million in exchange for an aggregate 208,522 common units and 30,000 preferred units. On the same date, Laramie Energy also amended and restated its limited liability company agreement to reflect the terms and conditions of the Unit Purchase Agreement, revise certain tax provisions, allow for certain consent rights, and provide for the redemption of certain units and grant board appointment rights upon certain terms and conditions. The transaction closed on March 1, 2016 and, upon the closing of the transaction, Laramie Energy assumed ownership and operatorship of the purchased properties and our ownership interest in Laramie Energy increased from 32.4% to 42.3% . |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Note 4—Acquisitions Mid Pac Acquisition On April 1, 2015 , we completed the acquisition of Par Hawaii Inc. ("PHI," formerly Koko’oha Investments, Inc.), a Hawaii corporation that owns 100% of the outstanding membership interests of Mid Pac Petroleum, LLC (“Mid Pac”). Net cash consideration was $74.4 million , including the working capital settlement of $1 million paid in September 2015. The cash consideration includes advance deposits of $15 million , of which $10 million was paid in 2014, prior to closing. In connection with the acquisition, Mid Pac 's pre-existing debt was fully repaid on the closing date for $45.3 million . The acquisition and debt repayment were funded with cash on hand and $55 million of borrowings under the Credit Agreement with the Bank of Hawaii (" Mid Pac Credit Agreement"). Please read Note 11—Debt for further discussion. We accounted for the acquisition of Mid Pac as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with Mid Pac 's and utilization of our net operating loss carryforwards, as well as other intangible assets that do not qualify for separate recognition. In addition, we recorded certain other identifiable intangible assets including trade names and customer relationships. These intangible assets will be amortized over their estimated useful lives on a straight-line basis, which approximates their consumptive life. Please read Note 9—Goodwill and Intangible Assets for further discussion. None of the goodwill or intangible assets are expected to be deductible for income tax reporting purposes. A summary of the preliminary estimated fair value of the assets acquired and liabilities assumed is as follows (in thousands): Cash $ 10,007 Accounts receivable 9,905 Inventories 5,375 Prepaid and other current assets 1,444 Property, plant and equipment 40,997 Land 34,800 Goodwill (1) 27,531 Intangible assets 33,647 Other non-current assets 1,228 Accounts payable and other current liabilities (11,331 ) Deferred tax liability (16,759 ) Other non-current liabilities (7,235 ) Total $ 129,609 ________________________________________________________ (1) We allocated $13.8 million , $2.8 million and $11.0 million of goodwill to our refining, retail and logistics reporting units, respectively. We have recorded a preliminary estimate of the fair value of the assets acquired and liabilities assumed and expect to finalize the purchase price allocation during 2016. The primary areas of the purchase price allocation that are not yet finalized relate to income taxes and contingent liabilities. We incurred $0.8 million and $6.4 million of acquisition costs related to the Mid Pac acquisition for the years ended December 31, 2015 and 2014 . These costs are included in acquisition and integration costs on our consolidated statement of operations. The results of operations of Mid Pac were included in our refining , retail and logistics segments results beginning April 1, 2015 . For the year ended December 31, 2015 , our results of operations included Mid Pac 's revenues of $147.6 million and net income of $10.6 million , respectively. The following unaudited pro forma financial information presents our consolidated revenues and net income (loss) as if the Mid Pac acquisition had been completed on January 1, 2014 (in thousands): Year Ended December 31, 2015 2014 Revenues $ 2,093,587 $ 3,361,739 Net loss (54,941 ) (28,501 ) Par Hawaii Refining Acquisition On September 25, 2013 , we completed the acquisition of Tesoro Hawaii which owned and operated a petroleum refinery in Kapolei, Hawaii, certain pipeline assets, floating pipeline mooring equipment, refined products terminals and retail assets selling fuel products and merchandise on the islands of Oahu, Maui and Hawaii. Following the acquisition, Tesoro Hawaii was renamed Hawaii Independent Energy, LLC (“HIE”). Effective December 28, 2015, HIE was renamed Par Hawaii Refining, LLC (" PHR "). The purchase price was $75 million plus net working capital and inventories at closing plus certain contingent earnout payments of up to $40 million . As a part of the purchase price, we also funded approximately $24.3 million of start-up expenses and for a major overhaul of a co-generation turbine used at the refinery prior to closing. The purchase price was paid with a portion of the net proceeds from the private placement common stock sale (please read Note 15—Stockholders' Equity ), amounts received pursuant to the Supply and Exchange Agreements (please read Note 10—Inventory Financing Agreements ) and the ABL Facility (please read Note 11—Debt ). The contingent earnout payments, if any, are to be paid annually following each of the three calendar years beginning January 1, 2014 through the year ending December 31, 2016, in an amount equal to 20% of the consolidated annual gross margin of PHR in excess of $165 million during such calendar years, with an annual cap of $20 million . In the event that the refinery ceases operations or we dispose of any facility used in the acquired business, our obligation to make earnout payments could be modified and/or accelerated. As of December 31, 2015 , no amounts have been paid related to the contingent earnout and our estimated contingent consideration liability was $27.6 million . In January 2016, we paid $1.0 million related the year ended December 31, 2014. We accounted for the acquisition of PHR as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with PHR ’s and utilization of our net operating loss carryforwards, as well as other intangible assets that do not qualify for separate recognition. In addition, we recorded certain other identifiable intangible assets including trade names and trademarks. These intangible assets will be amortized over their estimated useful lives on a straight-line basis, which approximates their consumptive life. During 2014, we finalized the acquisition purchase price allocation. The primary purchase price allocation adjustments related to the finalization of the post-retirement medical plan, working capital settlements and allocating value to underground storage tanks installed by Tesoro Corporation in conjunction with the Environmental Agreement. Please read Note 16—Benefit Plans and Note 14—Commitments and Contingencies for additional information. We believe these adjustments did not have a material impact on prior periods. A summary of the final estimated fair value of the assets acquired and liabilities assumed is as follows (in thousands): Inventory $ 418,750 Trade accounts receivable 59,553 Prepaid and other current assets 2,497 Property, plant and equipment 59,670 Land 39,800 Goodwill 13,796 Intangible assets 4,596 Accounts payable and other current liabilities (18,542 ) Contingent consideration liability (11,980 ) Other non-current liabilities (7,561 ) Total $ 560,579 The acquisition was partially funded from proceeds totaling approximately $378.2 million from the Supply and Exchange Agreements. Please read Note 10—Inventory Financing Agreements for further information. None of the goodwill or intangible assets are expected to be deductible for income tax reporting purposes. Acquisition costs of approximately $7 million are included in Acquisition and integration expense on our consolidated statement of operations for the year ended December 31, 2013. The unaudited pro forma financial information for the year ended December 31, 2013 presented below assumes that the acquisition occurred as of January 1, 2013 (in thousands): Revenues $ 2,986,800 Net income (122,000 ) Revenue and earnings for PHR subsequent to the acquisition are included in the refining , retail and logistics segments in Note 19—Segment Information . |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5—Inventories Inventories at December 31, 2015 and 2014 consist of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total December 31, 2015 Crude oil and feedstocks $ 18,404 $ 68,126 $ 86,530 Refined products and blendstock 28,023 87,608 115,631 Warehouse stock and other 17,276 — 17,276 Total $ 63,703 $ 155,734 $ 219,437 December 31, 2014 Crude oil and feedstocks — 62,594 62,594 Refined products and blendstock 47,922 118,375 166,297 Warehouse stock and other 14,962 — 14,962 Total $ 62,884 $ 180,969 $ 243,853 _________________________________________________________ (1) Please read Note 10—Inventory Financing Agreements for further information. The reserve for the lower of cost or net realizable value of inventory was $23.7 million and $ 2.4 million as of December 31, 2015 and December 31, 2014 , respectively. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | Note 6—Prepaid and Other Current Assets Prepaid and other current assets at December 31, 2015 and 2014 consist of the following (in thousands): December 31, 2015 2014 Advances to suppliers for crude purchases $ 36,247 $ — Collateral posted with broker for derivative transactions 20,926 — Prepaid insurance 6,773 8,188 Derivative assets 4,577 1,015 Other 6,914 5,821 Total $ 75,437 $ 15,024 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 7—Property, Plant and Equipment Major classes of property, plant and equipment consist of the following (in thousands): December 31, 2015 2014 Land $ 74,600 $ 39,800 Buildings and equipment 139,908 81,488 Other 6,355 2,035 Total property, plant and equipment 220,863 123,323 Proved oil and gas properties 1,122 1,122 Less accumulated depreciation and depletion (26,845 ) (11,510 ) Property, plant and equipment, net $ 195,140 $ 112,935 Depreciation and depletion expense was approximately $15.3 million , $11.2 million and $3.7 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2015 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 8—Asset Retirement Obligations The table below summarizes the changes in our asset retirement obligations (in thousands): Year Ended December 31, 2015 2014 2013 Beginning balance $ 2,580 $ 3,172 $ 512 Obligations acquired 5,725 — 2,601 Accretion expense 604 239 59 Revision in estimate — (831 ) — Ending balance $ 8,909 $ 2,580 $ 3,172 The revision in estimate during the year ended December 31, 2014 resulted from a revised valuation of the retirement obligation related to the removal of the underground tanks at our retail locations. |
Goodwill and Intangible assets
Goodwill and Intangible assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 9—Goodwill and Intangible Assets During the year s ended December 31, 2015 and 2014 , the change in the carrying amount of goodwill was as follows (in thousands): Balance at January 1, 2014 $ 20,603 Par Hawaii Refining acquisition purchase price allocation adjustments (1) 183 Balance at December 31, 2014 20,786 Acquisition of Mid Pac (1) 27,531 Impairment expense (6,990 ) Balance at December 31, 2015 $ 41,327 ________________________________________________________ (1) Please read Note 4—Acquisitions for further discussion. At September 30, 2015, we conducted an interim goodwill impairment test of our Texadian reporting unit due to (i) a reduction in the forecasted results of operations during our annual budgeting process; (ii) the decision to cancel the charter on the barges used to move crude oil from Canada to the U.S. Gulf Coast due to lower forecasted commodity prices and (iii) negative cash flows from the business during 2015. Upon completion of the goodwill impairment test, we determined the goodwill associated with the Texadian reporting unit was fully impaired resulting in a charge of $7.0 million in our consolidated statement of operations for the year ended December 31, 2015 . In assessing the value of the reporting unit, we primarily used an income approach with a weighted-average discount rate of 15% . On October 1, 2015, we conducted an impairment test of the remaining goodwill and intangible assets and found no further impairment necessary. Intangible assets consist of the following (in thousands): December 31, 2015 2014 Intangible assets: Supplier relationships $ — $ 3,360 Railcar leases 3,249 3,249 Historical shipper status — 2,200 Trade names and trademarks 6,267 4,689 Customer relationships 32,064 — Total intangible assets 41,580 13,498 Accumulated amortization: Supplier relationships — (516 ) Railcar leases (1,950 ) (1,301 ) Historical shipper status — (2,200 ) Trade name and trademarks (3,540 ) (1,975 ) Customer relationships (1,722 ) — Total accumulated amortization (7,212 ) (5,992 ) Net: Supplier relationships — 2,844 Railcar leases 1,299 1,948 Historical shipper status — — Trade name and trademarks 2,727 2,714 Customer relationships 30,342 — Total intangible assets, net $ 34,368 $ 7,506 At September 30, 2015, we conducted an impairment test related to the intangible assets in our Texadian reporting unit. As of result of canceling the charter on the barges used to transport crude from Canada to the U.S. Gulf Coast in the Texadian business, we concluded that the supplier relationships intangible asset was fully impaired and recognized an impairment charge of $2.6 million in our consolidated statement of operations for the year ended December 31, 2015 . Amortization expense was approximately $4.4 million , $3.7 million and $2.3 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Intangible assets acquired from Mid Pac have an average useful life of 13.6 years . Expected amortization expense for each of the next five years and thereafter is as follows (in thousands): Year Ended Amount 2016 $ 4,457 2017 3,307 2018 2,658 2019 2,658 2020 2,658 Thereafter 18,630 $ 34,368 |
Inventory Financing Agreements
Inventory Financing Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Other Commitments [Abstract] | |
Inventory Financing Agreements | Note 10—Inventory Financing Agreements Supply and Offtake Agreements On June 1, 2015, we entered into several agreements with J. Aron to support the operations of our refinery (the "Supply and Offtake Agreements"). The Supply and Offtake Agreements have a term of three years with two one -year extension options upon mutual agreement of the parties. During the term of the Supply and Offtake Agreements, we and J. Aron will identify mutually acceptable contracts for the purchase of crude oil from third parties. Per the Supply and Offtake Agreements, J. Aron will provide up to 94 thousand barrels per day of crude oil to our refinery. Additionally, we agreed to sell and J. Aron agreed to buy, at market prices, refined products produced at our refinery. We will then repurchase the refined products from J. Aron prior to selling the refined products to our retail operations or third parties. The agreements also provide for the lease to J. Aron of crude oil and certain refined product storage facilities. Following expiration or termination of the agreements, we are obligated to purchase the crude oil and refined product inventories then owned by J. Aron and located at the leased storage facilities at then current market prices. Our obligations under the agreements are secured by a security interest on substantially all of the assets of PHR , a security interest on the equity interests held by our wholly-owned subsidiary, Par Petroleum, LLC in PHR and a mortgage whereby PHR granted to J. Aron a lien on all real property and improvements owned by PHR , including our refinery. While title to the crude oil and certain refined product inventories will reside with J. Aron, the Supply and Offtake Agreements will be accounted for similar to a product financing arrangement; therefore, the crude oil and refined products inventories will continue to be included on our consolidated balance sheet until processed and sold to a third party. Each reporting period, we record a liability in an amount equal to the amount we expect to pay to repurchase the inventory held by J. Aron based on current market prices. For the year ended December 31, 2015 , we incurred approximately $6.9 million in handling fees related to the Supply and Offtake Agreements, which are included in Cost of revenues on our consolidated statements of operations. For the year ended December 31, 2015 , Interest expense and financing costs, net on our consolidated statements of operations includes approximately $1.5 million of expenses related to the Supply and Offtake Agreements. The Supply and Offtake Agreements also include a deferred payment arrangement ("Deferred Payment Arrangement") whereby we can defer payments owed under the agreements up to the lesser of $125 million or 85% of the eligible accounts receivable and inventory. Upon execution of the Supply and Offtake Agreements, we paid J. Aron a deferral arrangement fee of $1.3 million . The deferred amounts under the deferred payment arrangement will bear interest at a rate equal to 90-day LIBOR plus 3.75% per annum. We also agreed to pay a deferred payment availability fee equal to 0.75% of the unused capacity under the deferred payment arrangement. Amounts outstanding under the Deferred Payment Arrangement are included in Obligations under inventory financing agreements on our consolidated balance sheets. Changes in the amount outstanding under the Deferred Payment Arrangement are included within Cash flows from financing activities on the consolidated statements of cash flows. As of December 31, 2015 , the capacity of the Deferred Payment Arrangement was $63.6 million and we had $35.3 million outstanding. Under the Supply and Offtake Agreements, we pay or receive certain fees from J. Aron based on changes in market prices over time. On September 1, 2015, we entered into an agreement ("Fee Agreement") to fix this market fee for the period from October 1, 2015 through November 30, 2016 whereby J. Aron agreed to pay us a total of $18 million to be settled in fourteen equal monthly payments. The receivable from J. Aron was recorded as a reduction to our Obligations under inventory financing agreements pursuant to our Master Netting Agreement. The $18 million receivable from J. Aron will be recognized in earnings throughout the term of the Fee Agreement. As of December 31, 2015 , the receivable was $12.6 million . In February 2016, we entered into another Fee Agreement to fix the market price fee for the remainder of the term of the Supply and Offtake Agreements. The additional amount that J.Aron has agreed to pay is $14.6 million to be settled in eighteen equal monthly payments. The agreements also provide us with the ability to economically hedge price risk on our inventories and crude oil purchases. Please read Note 12—Derivatives for further information. Supply and Exchange Agreements On September 25, 2013, PHR entered into several agreements with Barclays Bank PLC ("Barclays"), referred to collectively as the Supply and Exchange Agreements, for the purpose of managing its working capital and the crude oil and refined product inventory at the refinery. Effective July 31, 2014, we supplemented the Supply and Exchange Agreements by entering into the Refined Product Supply Master Confirmation, pursuant to which Barclays may provide refined product supply and intermediation arrangements to us. Pursuant to the Supply and Exchange Agreements, Barclays held title to all of the crude oil in the tanks at the refinery and to a majority of our refined product inventory in our tanks at the refinery. Barclays also prepaid us for certain inventory held at locations outside of our refinery. We held title to the inventory during the refining process. Barclays sold the crude oil to us as it was discharged out of the refinery's tanks. We exchanged refined product owned by Barclays stored in our tanks for equal volumes of refined product produced by our refinery when we executed third-party sales of refined product. For the year s ended December 31, 2015 , 2014 and 2013 , we incurred approximately $6.9 million , $16.5 million and $3.7 million in handling fees related to the Supply and Exchange Agreements, respectively, which are included in Cost of revenues on our consolidated statements of operations. For the year s ended December 31, 2015 , 2014 and 2013 , Interest expense and financing costs, net on our consolidated statements of operations includes approximately $2.3 million , $4.2 million and $1.1 million of expenses related to the Supply and Exchange Agreements, respectively. Upon execution of the Supply and Offtake Agreements, we terminated the Supply and Exchange Agreements with Barclays, subject to certain obligations to reimburse Barclays for third-party claims. We recognized a loss of $17.4 million on the termination of the agreement which consisted of (i) a loss of $13.3 million for the cash settlement value of the liability which had previously been measured assuming settlement with inventory on hand and (ii) a loss of $5.6 million for the acceleration of deferred financing costs. These losses were partially offset by a $1.5 million exit fee received from Barclays. The net loss of $17.4 million related to the termination of the Supply and Exchange Agreements is included in Loss on termination of financing agreements on our consolidated statements of operations for the year ended December 31, 2015 . The cash paid to settle the obligation is included in Payments for termination of supply and exchange agreements in our consolidated statements of cash flows for the year ended December 31, 2015 . |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 4.00x 2.25% 3.25% We agreed to pay certain fees in connection with the KeyBank Credit Agreement , including usage fees for letters of credit and commitment fees for the unused revolver commitment under the KeyBank Revolving Credit Facility . Pursuant to the KeyBank Credit Agreement , we are required to comply with various affirmative and negative covenants affecting our business and operations, including compliance with an interest coverage ratio of less than 2.50 to 1.00, a debt service coverage ratio of less than 1.25 to 1.00, and a maximum leverage ratio, calculated on a trailing four-quarters basis, determined as follows: Period (fiscal quarters) Maximum Leverage Ratio December 31, 2015 — December 31, 2017 4.50 to 1.00 March 31, 2018 — December 31, 2018 4.25 to 1.00 March 31, 2019 and each fiscal quarter-end thereafter 4.00 to 1.00 The loans and letters of credit issued under the KeyBank Credit Agreement are secured by a security interest in and lien on substantially all of the assets of HIE Retail and Mid Pac , a pledge by Par Petroleum, LLC of 100% of its ownership interest in HIE Retail and a pledge by Par Hawaii Inc. of 100% of its ownership interest in Mid Pac . Term Loan On July 11, 2014 , we and certain subsidiaries entered into a Delayed Draw Term Loan and Bridge Loan Credit Agreement ("Credit Agreement"), amending and restating a previous borrowing arrangement with the lenders, to provide us with a term loan of up to $50 million ("Term Loan") and a bridge loan of up to $75 million ("Bridge Loan"). The lenders under the Credit Agreement include ZCOF Par Petroleum Holdings, LLC and Highbridge International, LLC, who are also our stockholders. Proceeds from the Term Loan were used to fund the additional deposit per the Mid Pac merger agreement, to pay transaction costs, and for working capital and general corporate purposes. In July 28, 2014 , the Credit Agreement was amended and we borrowed an additional $35 million ("Advance") under the Term Loan and on September 10, 2014 , we extended the repayment date of the Advance to March 31, 2015 . We had no borrowings under the Bridge Loan and on September 3, 2014 , we terminated the Bridge Loan and expensed approximately $1.8 million of financing costs associated with this loan that is included in Loss on termination of financing agreements in our consolidated statement of operations for the year ended December 31, 2014 . On March 11, 2015 , we entered into a Third Amendment to the Credit Agreement whereby we extended the repayment date of the Advance to March 31, 2016 . Upon the execution of the KeyBank Credit Agreement on December 17, 2015 , we repaid the full amount outstanding under the Advance on December 22, 2015 . The Term Loan matures on July 11, 2018 and bears interest at either 10% per annum if paid in cash or 12% per annum if paid in kind, at our election, and has an original issue discount of 5% . The Term Loan is secured by a lien on substantially all of our assets and our subsidiaries, excluding Texadian Energy Inc. ("TEI"), Texadian Energy Canada Limited (“Texadian Canada”), certain of our immaterial subsidiaries and Par Petroleum, LLC and its subsidiaries (collectively “the Guarantors”). All our obligations under the Term Loan are unconditionally guaranteed by the Guarantors. ABL Facility On September 25, 2013, in connection with the acquisition of PHR , we entered into an asset-based senior secured revolving credit facility (“ABL Facility”) of up to $125 million , of which up to $50 million was available for issuances of letters of credit. The ABL Facility was secured by a lien on substantially all of PHR 's assets. We borrowed $15 million on September 25, 2013 under the ABL Facility to fund the acquisition of PHR . Upon the execution of the Supply and Offtake Agreements in June 2015 (see Note 10—Inventory Financing Agreements ), we repaid in full and terminated the ABL Facility and recognized $1.8 million of financing costs associated with the termination of the agreement, which is included within Loss on termination of financing agreements on our consolidated statements of operations for the year ended December 31, 2015 . HIE Retail Credit Agreement On November 14, 2013, HIE Retail, entered into a Credit Agreement (“Retail Credit Agreement”) in the form of a senior secured loan of up to $30 million and a senior secured revolving line of credit of up to $5 million . On May 15, 2015, HIE Retail entered into an amendment to the Retail Credit Agreement that terminated the retail revolver, extended the maturity date of $22 million of the existing term loan until March 31, 2022, and provided additional term loan borrowings of up to $7.9 million , on the same terms as the previous term loan. We repaid in full and terminated the Retail Credit Agreement in December 2015 upon entering into the KeyBank Credit Agreement and expensed $58 thousand of financing costs associated with the Retail Credit Agreement. Texadian Uncommitted Credit Agreement On June 12, 2013, TEI and its wholly-owned subsidiary Texadian Canada, entered into an Uncommitted Credit Agreement to provide for loans and letters of credit, on an uncommitted and discretionary basis, in an aggregate amount outstanding not to exceed $50 million . Loans and letters of credit issued under the Uncommitted Credit Agreement were secured by a security interest in and lien on substantially all of TEI's assets, a pledge by TEI of 65% of its ownership interest in Texadian Canada and a pledge by us of 100% of our ownership interest in TEI. The Uncommitted Credit Agreement required TEI to comply with various covenants, including covenants regarding the minimum net working capital and minimum tangible net worth of TEI. The Uncommitted Credit Facility did not permit, at any time, TEI’s consolidated leverage ratio to be greater than 5.00 to 1.00 or its consolidated gross asset coverage to be equal to or less than zero. On February 20, 2015, the Uncommitted Credit Agreement was amended and restated, increasing the uncommitted loans and letters of credit capacity to $200 million and extending the maturity date. The agreement expired in February 2016. As of December 31, 2015 , we had $2.0 million of letters of credit outstanding related to this agreement. Mid Pac Credit Agreement On April 1, 2015, PHI and Mid Pac entered into the Mid Pac Credit Agreement in the form of a senior secured term loan in the amount of $50 million and a senior secured revolving line of credit in the aggregate principal amount of up to $5 million scheduled to mature on April 1, 2018. We borrowed the full amount of the loans at the closing. The proceeds of the loans were used to repay certain existing debt of PHI and Mid Pac totaling $45.3 million , pay a portion of the acquisition consideration and for general corporate purposes. We repaid in full and terminated the Mid Pac Credit Agreement upon entering into the KeyBank Credit Agreement and expensed $381 thousand of financing costs associated with the Mid Pac Credit Agreement, which is included within Loss on termination of financing agreements on our consolidated statements of operations for the year ended December 31, 2015 . Cross Default Provisions Included within each of our debt agreements are customary cross default provisions that require the repayment of amounts outstanding on demand should an event of default occur and not be cured within the permitted grace period, if any. As of December 31, 2015 , we are in compliance with all of our credit agreements. Guarantors In connection with our shelf registration statement on Form S-3, which was filed with the SEC on June 1, 2015 and declared effective on June 23, 2015 (“Registration Statement”), we may sell non-convertible debt securities and other securities in one or more offerings with an aggregate initial offering price of up to $750 million . Any non-convertible debt securities issued under the Registration Statement may be fully and unconditionally guaranteed (except for customary release provisions), on a joint and several basis, by some or all of our subsidiaries, other than subsidiaries that are “minor” within the meaning of Rule 3-10 of Regulation S-X (the “Guarantor Subsidiaries”). The Company has no “independent assets or operations” within the meaning of Rule 3-10 of Regulation S-X and certain of the Guarantor Subsidiaries may be subject to restrictions on their ability to distribute funds to the Company, whether by cash dividends, loans or advances." id="sjs-B4">Note 11—Debt The following table summarizes our outstanding debt as of December 31, 2015 and 2014 (in thousands): December 31, 2015 2014 KeyBank Credit Agreement $ 110,000 $ — Term Loan 60,119 89,701 HIE Retail Credit Agreement — 22,750 Texadian Uncommitted Credit Agreement — 26,500 Principal amount of long-term debt 170,119 138,951 Less unamortized discount (899 ) (2,341 ) Less deferred financing costs (4,008 ) (5,771 ) Total debt, net of unamortized discount and deferred financing costs 165,212 130,839 Less current maturities (11,000 ) (29,100 ) Long-term debt, net of current maturities $ 154,212 $ 101,739 Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2016 $ 11,000 2017 11,000 2018 71,119 2019 11,000 2020 11,000 Thereafter 55,000 Total $ 170,119 Additionally, as of December 31, 2015 , we had approximately $1.2 million in letters of credit outstanding under the Texadian Uncommitted Credit Agreement. KeyBank Credit Agreement On December 17, 2015 , we entered into the KeyBank Credit Agreement in the form of a revolving credit facility up to $5 million (" KeyBank Revolving Credit Facility "), which provides for revolving loans and for the issuance of letters of credit and a term loan agreement (“ KeyBank Term Loans ”), which provided term loans totaling $110 million . The proceeds of the KeyBank Term Loans were used to repay in full existing indebtedness under the HIE Retail Credit Agreement and Mid Pac Credit Agreement, to pay transaction fees and expenses and to repay a portion of existing indebtedness under the Term Loan and Bridge Loan Credit Agreement and to facilitate a cash distribution to Par. As of December 31, 2015 , we have not made any borrowings under the KeyBank Revolving Credit Facility . The KeyBank Term Loans mature in seven years and are fully payable on December 17, 2022 . Principal on the KeyBank Term loans will be repaid quarterly over the term of the loans. The KeyBank Revolving Credit Facility matures on December 17, 2020 and no more than seven borrowings of Eurodollar loans may be outstanding at any time. Letters of credit issued under the KeyBank Revolving Credit Facility are not to expire later than 30 days prior to the maturity date of the KeyBank Revolving Credit Facility. The KeyBank Term Loans and advances under the KeyBank Revolving Credit Facility bear interest at a fluctuating rate (i) during the periods such revolving loan or term loan, as applicable, equal to a Base Rate Loan, the Base Rate plus the Applicable Margin (as specified below) and (ii) during the periods such revolving loan or term loan, as applicable, equal to a Eurodollar Loan, the relevant Adjusted Eurodollar Rate for such Eurodollar Loan for the applicable interest period plus the Applicable Margin (as specified below). The effective interest rate for 2015 on the outstanding loan was 3.625% . The applicable margins for the KeyBank Term Loans and advances under the KeyBank Revolving Credit Facility are as specified below: Applicable Margin for Applicable Margin for Level Leverage Ratio Base Rate Loans Eurodollar Loans 1 < 3.00x 1.50% 2.50% 2 3.00x - 3.50x 1.75% 2.75% 3 3.50x - 4.00x 2.00% 3.00% 4 > 4.00x 2.25% 3.25% We agreed to pay certain fees in connection with the KeyBank Credit Agreement , including usage fees for letters of credit and commitment fees for the unused revolver commitment under the KeyBank Revolving Credit Facility . Pursuant to the KeyBank Credit Agreement , we are required to comply with various affirmative and negative covenants affecting our business and operations, including compliance with an interest coverage ratio of less than 2.50 to 1.00, a debt service coverage ratio of less than 1.25 to 1.00, and a maximum leverage ratio, calculated on a trailing four-quarters basis, determined as follows: Period (fiscal quarters) Maximum Leverage Ratio December 31, 2015 — December 31, 2017 4.50 to 1.00 March 31, 2018 — December 31, 2018 4.25 to 1.00 March 31, 2019 and each fiscal quarter-end thereafter 4.00 to 1.00 The loans and letters of credit issued under the KeyBank Credit Agreement are secured by a security interest in and lien on substantially all of the assets of HIE Retail and Mid Pac , a pledge by Par Petroleum, LLC of 100% of its ownership interest in HIE Retail and a pledge by Par Hawaii Inc. of 100% of its ownership interest in Mid Pac . Term Loan On July 11, 2014 , we and certain subsidiaries entered into a Delayed Draw Term Loan and Bridge Loan Credit Agreement ("Credit Agreement"), amending and restating a previous borrowing arrangement with the lenders, to provide us with a term loan of up to $50 million ("Term Loan") and a bridge loan of up to $75 million ("Bridge Loan"). The lenders under the Credit Agreement include ZCOF Par Petroleum Holdings, LLC and Highbridge International, LLC, who are also our stockholders. Proceeds from the Term Loan were used to fund the additional deposit per the Mid Pac merger agreement, to pay transaction costs, and for working capital and general corporate purposes. In July 28, 2014 , the Credit Agreement was amended and we borrowed an additional $35 million ("Advance") under the Term Loan and on September 10, 2014 , we extended the repayment date of the Advance to March 31, 2015 . We had no borrowings under the Bridge Loan and on September 3, 2014 , we terminated the Bridge Loan and expensed approximately $1.8 million of financing costs associated with this loan that is included in Loss on termination of financing agreements in our consolidated statement of operations for the year ended December 31, 2014 . On March 11, 2015 , we entered into a Third Amendment to the Credit Agreement whereby we extended the repayment date of the Advance to March 31, 2016 . Upon the execution of the KeyBank Credit Agreement on December 17, 2015 , we repaid the full amount outstanding under the Advance on December 22, 2015 . The Term Loan matures on July 11, 2018 and bears interest at either 10% per annum if paid in cash or 12% per annum if paid in kind, at our election, and has an original issue discount of 5% . The Term Loan is secured by a lien on substantially all of our assets and our subsidiaries, excluding Texadian Energy Inc. ("TEI"), Texadian Energy Canada Limited (“Texadian Canada”), certain of our immaterial subsidiaries and Par Petroleum, LLC and its subsidiaries (collectively “the Guarantors”). All our obligations under the Term Loan are unconditionally guaranteed by the Guarantors. ABL Facility On September 25, 2013, in connection with the acquisition of PHR , we entered into an asset-based senior secured revolving credit facility (“ABL Facility”) of up to $125 million , of which up to $50 million was available for issuances of letters of credit. The ABL Facility was secured by a lien on substantially all of PHR 's assets. We borrowed $15 million on September 25, 2013 under the ABL Facility to fund the acquisition of PHR . Upon the execution of the Supply and Offtake Agreements in June 2015 (see Note 10—Inventory Financing Agreements ), we repaid in full and terminated the ABL Facility and recognized $1.8 million of financing costs associated with the termination of the agreement, which is included within Loss on termination of financing agreements on our consolidated statements of operations for the year ended December 31, 2015 . HIE Retail Credit Agreement On November 14, 2013, HIE Retail, entered into a Credit Agreement (“Retail Credit Agreement”) in the form of a senior secured loan of up to $30 million and a senior secured revolving line of credit of up to $5 million . On May 15, 2015, HIE Retail entered into an amendment to the Retail Credit Agreement that terminated the retail revolver, extended the maturity date of $22 million of the existing term loan until March 31, 2022, and provided additional term loan borrowings of up to $7.9 million , on the same terms as the previous term loan. We repaid in full and terminated the Retail Credit Agreement in December 2015 upon entering into the KeyBank Credit Agreement and expensed $58 thousand of financing costs associated with the Retail Credit Agreement. Texadian Uncommitted Credit Agreement On June 12, 2013, TEI and its wholly-owned subsidiary Texadian Canada, entered into an Uncommitted Credit Agreement to provide for loans and letters of credit, on an uncommitted and discretionary basis, in an aggregate amount outstanding not to exceed $50 million . Loans and letters of credit issued under the Uncommitted Credit Agreement were secured by a security interest in and lien on substantially all of TEI's assets, a pledge by TEI of 65% of its ownership interest in Texadian Canada and a pledge by us of 100% of our ownership interest in TEI. The Uncommitted Credit Agreement required TEI to comply with various covenants, including covenants regarding the minimum net working capital and minimum tangible net worth of TEI. The Uncommitted Credit Facility did not permit, at any time, TEI’s consolidated leverage ratio to be greater than 5.00 to 1.00 or its consolidated gross asset coverage to be equal to or less than zero. On February 20, 2015, the Uncommitted Credit Agreement was amended and restated, increasing the uncommitted loans and letters of credit capacity to $200 million and extending the maturity date. The agreement expired in February 2016. As of December 31, 2015 , we had $2.0 million of letters of credit outstanding related to this agreement. Mid Pac Credit Agreement On April 1, 2015, PHI and Mid Pac entered into the Mid Pac Credit Agreement in the form of a senior secured term loan in the amount of $50 million and a senior secured revolving line of credit in the aggregate principal amount of up to $5 million scheduled to mature on April 1, 2018. We borrowed the full amount of the loans at the closing. The proceeds of the loans were used to repay certain existing debt of PHI and Mid Pac totaling $45.3 million , pay a portion of the acquisition consideration and for general corporate purposes. We repaid in full and terminated the Mid Pac Credit Agreement upon entering into the KeyBank Credit Agreement and expensed $381 thousand of financing costs associated with the Mid Pac Credit Agreement, which is included within Loss on termination of financing agreements on our consolidated statements of operations for the year ended December 31, 2015 . Cross Default Provisions Included within each of our debt agreements are customary cross default provisions that require the repayment of amounts outstanding on demand should an event of default occur and not be cured within the permitted grace period, if any. As of December 31, 2015 , we are in compliance with all of our credit agreements. Guarantors In connection with our shelf registration statement on Form S-3, which was filed with the SEC on June 1, 2015 and declared effective on June 23, 2015 (“Registration Statement”), we may sell non-convertible debt securities and other securities in one or more offerings with an aggregate initial offering price of up to $750 million . Any non-convertible debt securities issued under the Registration Statement may be fully and unconditionally guaranteed (except for customary release provisions), on a joint and several basis, by some or all of our subsidiaries, other than subsidiaries that are “minor” within the meaning of Rule 3-10 of Regulation S-X (the “Guarantor Subsidiaries”). The Company has no “independent assets or operations” within the meaning of Rule 3-10 of Regulation S-X and certain of the Guarantor Subsidiaries may be subject to restrictions on their ability to distribute funds to the Company, whether by cash dividends, loans or advances. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Note 12—Derivatives We utilize crude oil commodity derivative contracts to manage our price exposure to our inventory positions, future purchases of crude oil and future sales of refined products. The derivative contracts that we execute to manage our price risk include exchange traded futures, options and over-the-counter (“OTC”) swaps. Our futures, options and OTC swaps are marked-to-market and changes in the fair value of these contracts are recognized within Cost of revenues on our consolidated statements of operations. We are obligated to repurchase the crude oil and refined products from J.Aron at the termination of the Supply and Offtake Agreements. We have determined that this obligation contains an embedded derivative, similar to forward purchase contracts of crude oil and refined products. As such, we have accounted for this embedded derivative at fair value with changes in the fair value recorded in Cost of revenues on our consolidated statement of operations. We have entered into forward purchase contracts for crude oil and forward sales contracts of refined products. We elect the normal purchases normal sales (“NPNS”) exception for all forward contracts that meet the definition of a derivative and are not expected to net settle. Any gains and losses with respect to these forward contracts designated as NPNS are not reflected in earnings until the delivery occurs. During 2014, we entered into certain physical forward crude oil contracts that did not qualify for or for which we did not elect the NPNS exception. Changes in the fair value of those contracts were recorded in earnings. We are exposed to interest rate volatility in our outstanding debt and in the Supply and Offtake Agreements. We may enter into interest rate swaps, interest rate caps, interest rate collars or other similar contracts to manage our interest rate risk. As of December 31, 2015 , we had not executed such contracts, however in February 2016, we entered into interest rate swaps with an aggregate notional amount of $200 million at an average fixed rate of 1.1% . The interest rate swaps mature in February 2019 and March 2021. We elect to offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting agreement. Our consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 13—Fair Value Measurements for the gross fair value and net carrying value of our derivative instruments. Our cash margin that is required as collateral deposits cannot be offset against the fair value of open contracts except in the event of default. At December 31, 2015 , our open commodity derivative contracts represent: • futures and OTC swaps purchases of 403 thousand barrels that economically hedge our forecasted sales of refined products; • sold OTC swaps of 95 thousand barrels that economically hedge our refined products inventory; • futures sales of 239 thousand barrels that economically hedge our physical inventory for our Texadian segment; and • option collars of 52 thousand barrels per month through December 2017 that economically hedge our internally consumed fuel. The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2015 and 2014 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2015 2014 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 4,577 $ 1,015 Commodity derivatives (1) Other accrued liabilities (9,534 ) — Commodity derivatives (1) Other liabilities (4,925 ) — J. Aron repurchase obligation derivative Obligations under inventory financing agreements 9,810 — _________________________________________________________ (1) Does not include cash collateral of $20.9 million recorded in Prepaid and other current assets and $7.0 million in Other long-term assets as of December 31, 2015 . The following table summarizes the pre-tax gain (loss) recognized in our consolidated statement of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2015 2014 2013 Commodity derivatives Cost of revenues $ 14,367 $ 8,228 $ 410 J. Aron repurchase obligation derivative Cost of revenues 12,654 — — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 13—Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Purchase Price Allocation of Mid Pac The fair values of the assets acquired and liabilities assumed as a result of the Mid Pac acquisition were estimated as of the date of the acquisition using valuation techniques described in notes (1) through (7) described below. Valuation Fair Value Technique (in thousands) Net working capital $ 15,400 (1) Property, plant and equipment 40,997 (2) Land 34,800 (3) Goodwill 27,531 (4) Intangible assets 33,647 (5) Other non-current assets 1,228 (7) Deferred tax liability (16,759 ) (6) Other non-current liabilities (7,235 ) (7) Total $ 129,609 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. (2) The fair value of the property, plant and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and obsolescence. We consider this to be a Level 3 fair value measurement. (3) The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement. (4) The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. (5) The fair value of customer relationships was estimated using the Excess Earnings Method. Significant inputs used in this model include estimated revenue attributable to the customer relationship and estimated attrition rates. The fair value of the trade names and trademarks was estimated using the Relief from Royalty Method. Significant inputs used in this model include estimated revenue attributable to the trade names and trademarks and a royalty rate. We consider this to be a Level 3 fair value measurement. (6) The deferred tax liability was determined based on the differences between the tax bases of the assets acquired and liabilities assumed and the values of those assets and liabilities recognized on our consolidated balance sheets as of the date of acquisition. (7) Other non-current assets and liabilities were recorded at their estimated net present value. We consider this to be a Level 3 fair value measurement. Purchase Price Allocation of PHR The final fair values of the assets acquired and liabilities assumed as a result of the PHR acquisition were estimated as of the date of the acquisition and finalized during the quarter ended September 30, 2014 using valuation techniques described in notes (1) through (7) described below. Valuation Fair Value Technique (in thousands) Net working capital $ 462,258 (1) Property, plant and equipment 59,670 (2) Land 39,800 (3) Goodwill 13,796 (4) Intangible assets 4,596 (5) Contingent consideration liability (11,980 ) (6) Other non-current liabilities (7,561 ) (7) Total $ 560,579 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. (2) The fair value of the property, plant and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and obsolescence. We consider this to be a Level 3 fair value measurement. (3) The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement. (4) The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. (5) The fair value of the trade names and trademarks was estimated using a form of the income approach, the Relief from Royalty Method. Significant inputs used in this model include estimated revenue attributable to the trade names and trademarks and a royalty rate. An increase in the estimated revenue or royalty rate would result in an increase in the value attributable to the trade names and trademarks. We consider this to be a Level 3 fair value measurement. (6) The fair value of the liability for contingent consideration was estimated using Monte Carlo simulation. Significant inputs used in the model include estimated future gross margin, annual gross margin volatility and a present value factor. An increase in estimated future gross margin, volatility or the present value factor would result in an increase in the liability. We consider this to be a Level 3 fair value measurement. (7) Other non-current assets and liabilities are recorded at their estimated net present value. Investment in Laramie Energy At December 31, 2015 , we conducted an impairment test related to our equity investment in Laramie Energy . As a result of the decline in commodity prices during 2015, we concluded that our equity investment in Laramie Energy was impaired and recognized an other-than-temporary impairment charge of $41.1 million on our consolidated statement of operations for the year ended December 31, 2015 . We primarily used a market approach to determine the fair value of our equity investment in Laramie Energy as of December 31, 2015 . We used the income approach to corroborate our fair value measurement of Laramie Energy under the market approach. We consider this to be a Level 2 fair value measurement. Assets and Liabilities Measured at Fair Value on a Recurring Basis Common stock warrants As of December 31, 2015 and 2014 , we had approximately 345 thousand and 749 thousand common stock warrants outstanding, respectively. We estimate the fair value of our outstanding common stock warrants using simulation models, which are considered to be a Level 3 fair value measurement. Significant inputs used in the simulation models include: December 31, 2015 2014 Stock price $ 23.54 $ 16.25 Weighted-average exercise price $ 0.10 $ 0.10 Term (years) 6.67 7.67 Risk-free interest rate 2.04 % 2.01 % Expected volatility 43.0 % 50.2 % The expected volatility is based on the 7 -year historical volatilities of comparable public companies. Based on the simulation models, the estimated fair value of the common stock warrants was $23.47 and $16.17 per share as of December 31, 2015 and 2014 , respectively. Since the common stock warrants were in the money upon issuance, we do not believe that changes in the inputs to the simulation models will have a significant impact to the value of the common stock warrants other than changes in the value of our common stock. Increases in the value of our common stock will increase the value of the common stock warrants. Likewise, decreases in the value of our common stock will result in a decrease in the value of the common stock warrants. Derivative instruments We utilize crude oil commodity derivative contracts to manage our price exposure to our inventory positions, future purchases of crude oil and future sales of refined products. Please read Note 12—Derivatives for further information on derivatives. We are obligated to repurchase the crude oil and refined products from J.Aron at the termination of the Supply and Offtake Agreements. We have determined that this obligation contains an embedded derivative, similar to forward purchase contracts of crude oil and refined products. As such, we have accounted for this embedded derivative at fair value with changes in the fair value recorded in Cost of revenues on our consolidated statement of operations. We classify financial assets and liabilities according to the fair value hierarchy. Financial assets and liabilities classified as level 1 instruments are valued using quoted prices in active markets for identical assets and liabilities. These include our exchange traded futures. Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Our level 2 instruments include OTC swaps and options. These commodity derivatives are valued using market quotations from independent price reporting agencies and commodity exchange price curves that are corroborated with market data. Level 3 instruments are valued using significant unobservable inputs that are not supported by sufficient market activity. The valuation of our J. Aron repurchase obligation derivative requires that we make estimates of the prices and differentials assuming settlement at the end of the reporting period; therefore it is classified as level 3. We do not have other commodity derivatives classified as Level 3 at December 31, 2015 or 2014. Please read Note 12—Derivatives for further information on derivatives. Contingent consideration The cash consideration for our acquisition of PHR may be increased pursuant to an earnout provision. The liability is remeasured at the end of each reporting period using an estimate based on actual results to date and a Monte Carlo simulation analysis for future periods. Significant inputs used in the valuation model include estimated future gross margin, annual gross margin volatility and a present value factor. We consider this to be a Level 3 fair value measurement. See Note 14—Commitments and Contingencies for further discussion. Financial Statement Impact Our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2015 and 2014 and their placement within our consolidated balance sheet consist of the following (in thousands): December 31, Balance Sheet Location 2015 2014 Asset (Liability) Common stock warrants Common stock warrants $ (8,096 ) $ (12,123 ) Contingent consideration Contingent consideration (27,581 ) (9,131 ) Commodity derivatives (1) Prepaid and other current assets 4,577 1,015 Commodity derivatives (1) Other accrued liabilities (9,534 ) — Commodity derivatives (1) Other liabilities (4,925 ) — J. Aron repurchase obligation derivative Obligations under inventory financing agreements 9,810 — _________________________________________________________ (1) Does not include cash collateral of $20.9 million included in Prepaid and other current assets and $7.0 million in Other long-term assets as of December 31, 2015 . The following table summarizes the pre-tax gain (loss) recognized in our consolidated statement of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2015 2014 2013 Common stock warrants Change in value of common stock warrants $ (3,664 ) $ 4,433 $ (10,159 ) Contingent consideration Change in value of contingent consideration (18,450 ) 2,849 — Commodity derivatives Cost of revenues 14,367 8,228 410 J. Aron repurchase obligation derivative Cost of revenues 12,654 — — Fair value amounts by hierarchy level as of December 31, 2015 and 2014 are presented gross in the tables below (in thousands): December 31, 2015 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 429 $ 33,797 $ — $ 34,226 $ (29,649 ) $ 4,577 J. Aron repurchase obligation derivative — — 9,810 9,810 (9,810 ) — Total $ 429 $ 33,797 $ 9,810 $ 44,036 $ (39,459 ) $ 4,577 Liabilities Common stock warrants $ — $ — $ (8,096 ) $ (8,096 ) $ — $ (8,096 ) Contingent consideration — — (27,581 ) (27,581 ) — (27,581 ) Commodity derivatives (396 ) (43,712 ) — (44,108 ) 29,649 (14,459 ) J. Aron repurchase obligation derivative — — — — 9,810 9,810 Total $ (396 ) $ (43,712 ) $ (35,677 ) $ (79,785 ) $ 39,459 $ (40,326 ) December 31, 2014 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 1,015 $ — $ — $ 1,015 $ — $ 1,015 Total $ 1,015 $ — $ — $ 1,015 $ — $ 1,015 Liabilities Common stock warrants $ — $ — $ (12,123 ) $ (12,123 ) $ — $ (12,123 ) Contingent consideration — — (9,131 ) (9,131 ) — (9,131 ) Total $ — $ — $ (21,254 ) $ (21,254 ) $ — $ (21,254 ) _________________________________________________________ (1) Does not include cash collateral of $28.0 million and $20 thousand as of December 31, 2015 and 2014 , respectively included on our consolidated balance sheets. A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Beginning balance $ (21,254 ) $ (29,316 ) $ (10,945 ) Settlements 7,691 780 3,723 Acquired (2,844 ) — (11,980 ) Total unrealized income (loss) included in earnings (9,460 ) 7,282 (10,114 ) Ending balance $ (25,867 ) $ (21,254 ) $ (29,316 ) The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2015 and 2014 is as follows (in thousands): Carrying Value Fair Value (1) December 31, 2015 KeyBank Credit Agreement (2) $ 110,000 $ 110,000 Term Loan 60,119 62,037 Common stock warrants 8,096 8,096 Contingent consideration 27,581 27,581 December 31, 2014 Term Loan $ 87,360 $ 87,068 HIE Retail Credit Agreement (2) 22,750 22,750 Texadian Uncommitted Credit Agreement (2) 26,500 26,500 Common stock warrants 12,123 12,123 Contingent consideration 9,131 9,131 _________________________________________________________ (1) The fair values of these instruments are considered Level 3 measurements in the fair value hierarchy. (2) Fair value approximates carrying value due to the floating rate interest which approximates a current market value. We estimate the fair value of the Term Loan using a discounted cash flow analysis and an estimate of the current yield of 9.63% and 14.11% as of December 31, 2015 and 2014 , respectively, by reference to market interest rates for term debt of comparable companies. The fair value of all non-derivative financial instruments included in current assets, including cash and cash equivalents, restricted cash and trade accounts receivable, current liabilities and accounts payable approximate their carrying value due to their short term nature. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14—Commitments and Contingencies In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our liquidity, results of operations or financial condition. Mid Pac Earnout and Indemnity Dispute Pursuant to a Stock Purchase Agreement dated August 3, 2011 and amended October 25, 2011 (the “SPA”), Mid Pac purchased all the issued and outstanding stock of Inter Island Petroleum, Inc. (“Inter Island”) from Brian J. and Wendy Barbata (collectively, the “Barbatas”). The SPA provides for an earnout payment to be made to the Barbatas in an amount equal to four times the amount by which the average of Inter Island’s earnings before interest, taxes, depreciation and amortization during the relevant earnout period exceeds $3.5 million . The earnout payment is capped at a maximum of $4.5 million . Mid Pac contends that there are no amounts owed to the Barbatas for the earnout period. By letter dated May 29, 2014, the Barbatas disputed Mid Pac ’s computation of the earnout, without explanation of the amount they claim to be owed or refutation of Mid Pac ’s analysis. Mid Pac intends to vigorously oppose any such claims. Any claims by the Barbatas may be offset by Mid Pac ’s claims for indemnification under the SPA. By letters dated December 13, 2013 and April 25, 2014, Mid Pac has asserted indemnification claims against the Barbatas exceeding $1 million with respect to environmental losses arising from certain terminals operated by Inter Island and its subsidiaries. The Barbatas have disputed such claims. Tesoro Earnout Dispute The cash consideration for our acquisition of PHR is subject to increase pursuant to an earnout provision. For 2014, we contended that there were no amounts owed to Tesoro. Tesoro has disputed our calculation of the 2014 earnout amount and contended that approximately $1 million was owed. Pursuant to the Membership Interest Purchase Agreement dated June 17, 2013, the dispute will be submitted to a mutually acceptable independent accounting firm to be engaged by the parties, as arbiter, to determine the amount owed, if any. In January 2016, the arbiter ruled in favor of Tesoro and we recorded a charge of $1 million during the fourth quarter of 2015. United Steelworkers Union Dispute A portion of our employees at the refinery are represented by the United Steelworkers Union (“USW”). On March 23, 2015, the union ratified a four-year extension of the collective bargaining agreement. On January 13, 2016, a claim against us was brought to the United States National Labor Relations Board ("NLRB") alleging a refusal to bargain collectively and in good faith. The Company intends to vigorously oppose such claim. Environmental Matters Like other petroleum refiners and exploration and production companies, our operations are subject to extensive and periodically changing federal and state environmental regulations governing air emissions, wastewater discharges and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time. Periodically, we receive communications from various federal, state and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. We intend to respond in a timely manner to all such communications and to take appropriate corrective action. We do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations or cash flows. Regulation of Greenhouse Gases The U.S. Environmental Protection Agency ("EPA") has begun regulating greenhouse gases ("GHG") under the Clean Air Act. New construction or material expansions that meet certain GHG emissions thresholds will likely require that, among other things, a GHG permit be issued in accordance with the Clean Air Act regulations and we will be required in connection with such permitting to undertake a technology review to determine appropriate controls to be implemented with the project in order to reduce GHG emissions. Furthermore, the EPA is currently developing refinery-specific GHG regulations and performance standards that are expected to impose GHG emission limits and/or technology requirements. These control requirements may affect a wide range of refinery operations. Any such controls could result in material increased compliance costs, additional operating restrictions for our business and an increase in cost of the products we produce, which could have a material adverse effect on our financial position, results of operations and liquidity. On September 29, 2015, the EPA announced a final rule updating standards that control toxic air emissions from petroleum refineries, addressing, among other things, flaring operations, fenceline air quality monitoring and additional emission reductions from storage tanks and delayed coking units. Affected existing sources will be required to comply with the new requirements no later than 2018, with certain refiners required to comply earlier depending on the relevant provision and refinery construction date. We do not anticipate that compliance with this rule will have a material impact on our financial condition, results of operations or cash flows. In 2007, the State of Hawaii passed Act 234, which required that GHG emissions be rolled back on a statewide basis to 1990 levels by the year 2020. Although delayed, the Hawaii Department of Health has issued regulations that would require each major facility to reduce CO 2 emissions by 16% by 2020 relative to a calendar year 2010 baseline (the first year in which GHG emissions were reported to the EPA under 40 CFR Part 98). Those rules are pending final approval by the Government of Hawaii. The refinery’s capacity to reduce fuel use and GHG emissions is limited. However, the state’s pending regulation allows and the refinery should be able to demonstrate, that additional reductions are not cost-effective or necessary in light of the state’s current GHG inventory and future year projections. The pending regulation allows for “partnering” with other facilities (principally power plants) which have already dramatically reduced greenhouse emissions or are on schedule to reduce CO 2 emissions in order to comply with the state’s Renewable Portfolio Standards. Fuel Standards In 2007, the U.S. Congress passed the EISA, which, among other things, set a target fuel economy standard of 35 miles per gallon for the combined fleet of cars and light trucks in the U.S. States by model year 2020 and contained a second Renewable Fuel Standard (the “RFS2”). In August 2012, the EPA and National Highway Traffic Safety Administration jointly adopted regulations that establish an average industry fuel economy of 54.5 miles per gallon by model year 2025. The RFS2 requires an increasing amount of renewable fuel usage, up to 36 billion gallons by 2022. In the near term, the RFS2 will be satisfied primarily with fuel ethanol blended into gasoline. The RFS2 may present production and logistics challenges for both the renewable fuels and petroleum refining and marketing industries in that we may have to enter into arrangements with other parties or purchase credits from the EPA to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels. In October 2010, the EPA issued a partial waiver decision under the Clean Air Act to allow for an increase in the amount of ethanol permitted to be blended into gasoline from 10% (“E10”) to 15% (“E15”) for 2007 and newer light duty motor vehicles. In January 2011, the EPA issued a second waiver for the use of E15 in vehicles model years 2001- 2006. There are numerous issues, including state and federal regulatory issues, which need to be addressed before E15 can be marketed on a large scale for use in traditional gasoline engines. Consequently, unless either the state or federal regulations are revised, qualified Renewable Identification Numbers (“RINS”) will be required to fulfill the federal mandate for renewable fuels. In March 2014, the EPA published a final Tier 3 gasoline standard that lowers the allowable sulfur level in gasoline to 10 parts per million ("ppm") and also lowers the allowable benzene, aromatics and olefins content of gasoline. The effective date for the new standard, January 1, 2017, gives refiners nationwide little time to engineer, permit and implement substantial modifications; however, approved small volume refineries have until January 1, 2020 to meet the standard. In September 2015, our refinery was granted small volume refinery status by the EPA. Along with credit and trading options, potential capital upgrades for the refinery are being evaluated. There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA and other fuel-related regulations. We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels. Environmental Agreement On September 25, 2013, Hawaii Pacific Energy (a wholly-owned subsidiary of Par created for purposes of the HIE acquisition), Tesoro and PHR entered into an Environmental Agreement (“Environmental Agreement”), which allocated responsibility for known and contingent environmental liabilities related to the acquisition of PHR , including the Consent Decree as described below. Consent Decree Tesoro is currently negotiating a consent decree with the EPA and the U.S. Department of Justice concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates, including the Hawaii refinery. It is anticipated that the Consent Decree will be finalized sometime during 2016 and will require certain capital improvements to our refinery to reduce emissions of air pollutants. We estimate the cost of compliance with the final decree could be $20 million to $30 million . However, Tesoro is responsible under the Environmental Agreement for reimbursing PHR for all reasonable third-party capital expenditures incurred for the construction, installation and commissioning of such capital projects and for the payment of any fines or penalties imposed on PHR arising from the Consent Decree to the extent related to acts or omission of Tesoro or PHR prior to the Closing Date. Tesoro’s obligation to reimburse PHR for such fines and penalties is not subject to a monetary limitation; however, the obligation relating to fines and penalties terminates on the third anniversary of the Closing Date. Indemnification In addition to its obligation to reimburse us for capital expenditures incurred pursuant to the Consent Decree, Tesoro agreed to indemnify us for claims and losses arising out of related breaches of Tesoro’s representations, warranties and covenants in the Environmental Agreement, certain defined “corrective actions” relating to pre-existing environmental conditions, third-party claims arising under environmental laws for personal injury or property damage arising out of or relating to releases of hazardous materials that occurred prior to the Closing Date, any fine, penalty or other cost assessed by a governmental authority in connection with violations of environmental laws by PHR prior to the Closing Date, certain groundwater remediation work, fines or penalties imposed on PHR by the Consent Decree related to acts or omissions of Tesoro prior to the Closing Date and to claims and losses related to the Pearl City Superfund Site. Tesoro’s indemnification obligations are subject to certain limitations as set forth in the Environmental Agreement. These limitations include a deductible of $1 million and a cap of $15 million for certain of Tesoro’s indemnification obligations related to certain pre-existing conditions as well as certain restrictions regarding the time limits for submitting notice and supporting documentation for remediation actions. Recovery Trusts We emerged from the reorganization of Delta Petroleum on August 31, 2012 ("Emergence Date") when the plan of reorganization ("Plan") was consummated. On the Emergence Date, we formed the Delta Petroleum General Recovery Trust (“General Trust”). The General Trust was formed to pursue certain litigation against third parties, including preference actions, fraudulent transfer and conveyance actions, rights of setoff and other claims, or causes of action under the U.S. Bankruptcy Code and other claims and potential claims that the Debtors hold against third parties. We are the beneficiary of the General Trust, subject to the terms of the respective trust agreement and the Plan. Since the Emergence Date, the General Trust has filed various claims and causes of action against third parties before the Bankruptcy Court, which actions are ongoing. Upon liquidation of the various claims and causes of action held by the General Trust, the proceeds, less certain administrative reserves and expenses, will be transferred to us. It is unknown at this time what proceeds, if any, we will realize from the General Trust’s litigation efforts. As of December 31, 2015 , a total of twelve claims totaling approximately $23.1 million remain to be resolved by the Recovery Trustee. We have agreed to settle six of these claims for aggregate consideration of approximately $666 thousand , subject to final documentation and payment, and have filed or will file notices of objection with respect to liability for the other claims. The largest remaining proof of claim was filed by the U.S. Government for approximately $22.4 million relating to ongoing litigation concerning a plugging and abandonment obligation in Pacific Outer Continental Shelf Lease OCS-P 0320, comprising part of the Sword Unit in the Santa Barbara Channel, California. We believe the probability of issuing stock to satisfy the full claim amount is remote, as the obligations upon which such proof of claim is asserted are joint and several among all working interest owners and Delta, our predecessor, owned an approximate 2.4% working interest in the unit. The settlement of claims is subject to ongoing litigation and we are unable to predict with certainty how many shares will be required to satisfy all claims. Pursuant to the Plan, allowed claims are settled at a ratio of 54.4 shares per $1,000 of claim. At December 31, 2015 , we have reserved approximately $1.1 million representing the estimated value of claims remaining to be settled which are deemed probable and estimable at period end. Capital Leases Within our retail segment, we have capital lease obligations related primarily to the leases of five retail stations with initial terms of 17 years and generally five years remaining on the current term, with four five-year renewal options . Minimum annual lease payments including interest, for capital leases are as follows (in thousands): 2016 $ 712 2017 672 2018 578 2019 433 2020 — Thereafter — Total minimum lease payments 2,395 Less amount representing interest 308 Total minimum rental payments $ 2,087 Operating Leases We have various cancelable and noncancelable operating leases related to land, vehicles, office and retail facilities, railcars and other facilities used in the storage, transportation and sale of crude oil and refined products. The majority of the future lease payments relate to retail stations and facilities used in the storage, transportation and sale of crude oil and refined products. We have operating leases for most of our retail stations with primary terms of up to 50 years with an average of 12 years remaining and generally containing renewal options and escalation clauses. Leases for facilities used in the storage, transportation and sale of crude oil and refined products have various expiration dates extending to 2044 . Our railcar leases contain an empty mileage indemnification provision whereby if the empty mileage exceeds the loaded mileage, we are charged for the empty mileage at the rate established by the tariff of the railroad on which the empty miles accrued. Minimum annual lease payments for operating leases to which we are legally obligated and having initial or remaining non-cancelable lease terms in excess of one year are as follows (in thousands): 2016 $ 27,443 2017 18,269 2018 12,864 2019 10,351 2020 5,805 Thereafter 24,192 Total minimum rental payments $ 98,924 Rent expense for the years ended December 31, 2015 , 2014 and 2013 was approximately $17.7 million , $30.2 million and $6.2 million , respectively. Major Customers For the years ended December 31, 2015 , 2014 and 2013 , no individual customer accounted for more than 10% of our consolidated revenue . Other On April 22, 2013, Texadian entered into a terminaling and storage agreement whereby the operator would provide storage facilities, access to a marine terminal and pipelines and railcar offloading services. The initial term of the agreement was for a period of four years and Texadian 's minimum commitment during the initial term was approximately $28 million . Effective February 1, 2015, Texadian and the counterparty (i) terminated this terminaling and storage agreement and (ii) entered into a new agreement with an initial term of one year. This agreement expired in February 2016. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Note 15—Stockholders' Equity Common Stock Our certificate of incorporation contains restrictions on the transfer of certain of our securities in order to preserve the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any “net unrealized built-in loss” within the meaning of Section 382 of the Internal Revenue Service Code, of us or any direct or indirect subsidiary thereof. These restrictions include provisions regarding approval by our Board of Directors of transfers of common stock by holders of five percent or more of the outstanding common stock. Our debt agreements restrict the payment of dividends. Effective on January 29, 2014 for trading purposes, we amended our certificate of incorporation to implement a one-for-ten ( 1:10 ) reverse stock split of our issued and outstanding common stock, par value $0.01 per share. All references in the financial statements to the number of shares of common stock or warrants, price per share and weighted-average number of common stock shares outstanding prior to the 1:10 reverse stock split have been adjusted to reflect this stock split on a retroactive basis, unless otherwise noted. On November 25, 2015 , we issued an aggregate of 3.4 million shares of our common stock to certain pre-existing investors and other investors in a registered direct offering (the “Offering”) at a purchase price of $22.00 per share. The total gross proceeds from the Offering were approximately $74.8 million , before deducting expenses of approximately $1.0 million , for net proceeds of approximately $73.8 million . In July 2014, we issued, at no charge, one transferable subscription right with respect to each share of our common stock then outstanding. Holders of subscription rights were entitled to purchase 0.21 shares of our common stock for each subscription right held at an exercise price of $16.00 per whole share. The rights offering was fully subscribed and we issued approximately 6.4 million shares of our common stock resulting in net proceeds of approximately $101.5 million in August 2014. We incurred approximately $237 thousand of offering costs which are included as a reduction of Additional paid-in capital on our consolidated balance sheet. On September 25, 2013, we completed a private placement transaction and issued approximately 14.4 million shares of common stock resulting in net proceeds of approximately $199.2 million . We incurred approximately $830 thousand of offering costs which are included as a reduction of Additional paid-in capital on our consolidated balance sheet. Registration Rights Agreements In connection with our emergence from bankruptcy on August 31, 2012, we entered into a registration rights agreement (“Registration Rights Agreement”) providing the stockholders party thereto (“Stockholders”) with certain registration rights. The Registration Rights Agreement states that at any time after the consummation of a qualified public offering, any Stockholder or group of Stockholders that, together with its or their affiliates, holds more than fifteen percent of the Registrable Shares (as defined in the Registration Rights Agreement), will have the right to require us to file with the SEC a registration statement for a public offering of all or part of its Registrable Shares (each a “Demand Registration”), by delivery of written notice to the company (each, a “Demand Request”). Within 90 days after receiving the Demand Request, we must file with the SEC the registration statement with respect to the Demand Registration, subject to certain limitations as set forth in the Registration Rights Agreement. We are required to use commercially reasonable efforts to cause the registration statement to be declared effective as soon as practicable after such filing. In addition, subject to certain exceptions, if we propose to register any class of common stock for sale to the public, we are required, subject to certain conditions, to include all Registrable Shares with respect to which we have received written requests for inclusion. In connection with the closing of a private placement, we entered into an additional registration rights agreement with the purchasers of the shares. Under this registration rights agreement, we agreed to file a registration statement relating to the shares of common stock with the SEC within 60 days after the closing date of the sale which would be declared effective within 180 days of the closing date of the sale. We also agreed to use commercially reasonable efforts to keep the registration statement effective until the earliest to occur of (i) the disposition of all registrable securities, (ii) the availability under Rule 144 of the Securities Act of 1933, as amended, for each holder of registrable securities to immediately freely resell such registrable securities without volume restrictions or (iii) the third anniversary of the effective date of the registration statement. This registration rights agreement also provides the right for a holder or group of holders of more than $50 million of registrable securities to demand that we conduct an underwritten public offering of the registrable securities. However, the demanding holders are limited to a total of three such underwritten offerings, with no more than one demand request for an underwritten offering made in any 365 day period. Additionally, this registration rights agreement contains customary indemnification rights and obligations for both us and the holders of registrable securities. If this registration statement does not remain effective for the applicable effectiveness period described above then from the that date until cured, we must pay, as liquidated damages and not as a penalty, an amount in cash equal to 0.25% of the purchaser’s allocated purchase price per calendar month, not to exceed 0.75% of the allocated purchase price. The registration rights granted in each rights agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as suspension periods and, if a registration is for an underwritten offering, limitations on the number of shares to be included in the underwritten offering imposed by the managing underwriter. Incentive Plans Our incentive compensation plans are described below. Long Term Incentive Plan On December 20, 2012, our Board of Directors (“Board”) approved the Par Petroleum Corporation 2012 Long Term Incentive Plan (“Incentive Plan”). Under the Incentive Plan, the Board, or a committee of the Board, may grant incentive stock options, nonstatutory stock options, restricted stock and restricted stock units to directors and other employees or those of our subsidiaries. The maximum number of shares that may be granted under the 2012 Incentive Plan is 1.6 million shares of common stock. At December 31, 2015, 120 thousand shares were available for future grants and awards. In the fourth quarter of 2015, our Board authorized an increase in the number of shares issuable under the Incentive Plan to 4.0 million shares of common stock. This authorization is subject to shareholder approval. Restricted stock and restricted stock units awarded under the Incentive Plan are subject to restrictions, terms and conditions, including forfeitures, as may be determined by the Board. During the period in which such restrictions apply, unless specifically provided otherwise in accordance with the terms of the Incentive Plan, the recipient of the restricted stock or stock unit would be the record owner of the shares and have all of the rights of a stockholder with respect to the shares, including the right to vote and the right to receive dividends or other distributions made or paid with respect to the shares. The fair value of the restricted stock and stock units is generally determined based upon the quoted market price of our common stock on the date of grant. These awards generally vest ratably over a four-year period. Stock options are issued with an exercise price equal to the fair market value of our common stock on the date of grant and are subject to such other terms and conditions as may be determined by the Board. The options generally expire eight years from the grant date, unless granted by the Board for a shorter term. Option grants generally vest ratably over a four -year period. Stock Purchase Plan On June 12, 2014, the Board adopted a Stock Purchase Plan (as amended, the “SPP”) plan. The SPP is limited to the Company’s qualifying executive officers and directors who qualify as accredited investors under Rule 501(a) of the Securities Act of 1933, as amended. The SPP provides that each participant may, subject to compliance with securities laws and other regulations and only during “window periods” as described in our insider trading policy as in effect from time to time, until the later to occur of (a) December 31, 2015 or (b) the eighteen month anniversary of the date that the participant commenced his or her employment or service with us, purchase, in a single transaction, up to $1 million of shares of our common stock ("the SPP Shares") at a per share purchase price equal to the closing price of the common stock on the date of purchase. The sale or transfer of the SPP Shares by such participant would be limited for the earlier of (i) two years from the date of purchase or (ii) the termination of the participant’s service with us or any affiliates for any reason. Additionally, the SPP provides that each purchasing participant will be granted a number of shares of restricted common stock under the Incentive Plan equal to 20% of the SPP Shares purchased with 50% of the restricted common stock vesting on each of the two annual anniversaries of the date of grant. Each purchasing participant will also be granted nonstatutory stock options with a 5 -year term to purchase a number of shares of common stock under the Incentive Plan (with an exercise price equal to the Fair Market Value as defined in the Incentive Plan on the date of grant) equal to certain specified percentages of the SPP Shares purchased based on a Black Scholes model with 50% of the options vesting on each of the two annual anniversaries of the date of grant. Such percentages are as follows: 50% for a non-employee chairman of the Board, 35% for non-employee members of the Board and 50% - 70% for executive officers. Restricted Stock Awards The following table summarizes our restricted stock activity (in thousands, except per share amounts): Shares Weighted- Unvested balance at January 1, 2013 219 $ 12.00 Granted 356 18.32 Vested (51 ) 12.00 Forfeited — — Unvested balance at December 31, 2013 524 16.29 Granted 239 18.49 Vested (196 ) 15.04 Forfeited — — Unvested balance at December 31, 2014 567 17.65 Granted 214 18.24 Vested (229 ) 17.29 Forfeited (114 ) 19.51 Unvested balance at December 31, 2015 438 $ 18.84 For the years ended December 31, 2015 , 2014 and 2013 , we recognized compensation costs of approximately $3.7 million , $4.8 million and $1.2 million , respectively in General and administrative expenses within our consolidated statements of operations related to restricted stock awards under our Incentive Plan. As of December 31, 2015 , 2014 and 2013 , there was approximately $7.1 million , $7.5 million and $8.1 million , of total unrecognized compensation costs related to restricted stock awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.91 years, 3.75 years and 4.37 years, respectively. On September 8, 2014, we entered into a separation agreement with our former chief operating officer and he retired. Pursuant to the separation agreement, we agreed to vest approximately 110 thousand shares of unvested restricted common stock issued under the Incentive Plan as follows: (i) approximately 27 thousand shares vested on December 31, 2014 and (ii) approximately 83 thousand shares vested upon the closing of the Mid Pac acquisition. Such shares would have been forfeited under the original terms of the restricted stock grant. As a result of this modification, we recorded $1.7 million of compensation costs during the year ended December 31, 2014. Stock Option Grants The fair value of each option is estimated on the grant date using the Black-Scholes option-pricing model. The expected term represents the period of time that options are expected to be outstanding and is based upon the term of the option. The expected volatility represents the extent to which our stock price is expected to fluctuate between the grant date and the expected term of the award. We do not use an expected dividend yield in our fair value measurement as we are restricted from payment of dividends. The risk-free rate is the implied yield available on U.S. Treasury securities with a remaining term equal to the expected term of the option at the date of grant. The weighted-average assumptions used to measure stock options granted during 2015 and 2014 are presented below. 2015 2014 Expected life from date of grant (years) 6.4 5.0 Expected volatility 35.0% 35.0% Expected dividend yield —% —% Risk-free interest rate 1.81% 1.76% The following table summarizes our stock option activity (in thousands, except per share amounts): Number of Options Weighted-Average Weighted-Average Aggregate Outstanding balance at January 1, 2015 401 $ 16.18 5.5 $ — Issued 257 20.68 Forfeited / canceled (17 ) 15.12 Outstanding balance at December 31, 2015 641 $ 17.77 4.9 $ 2.5 Exercisable, end of year 175 $ 1.4 For the years ended December 31, 2015 and 2014, we recognized compensation costs of approximately $1.5 million and $0.2 million , respectively in General and administrative expenses within our consolidated statements of operations. There were no stock options granted during the year ended December 31, 2013. The estimated weighted-average grant-date fair value per share of options granted during the year ended December 31, 2015 and 2014 was $8.36 and $5.91 , respectively. As of December 31, 2015 and 2014 , there was approximately $2.8 million and $2.2 million , respectively of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.93 years and 2.0 years, respectively. In the fourth quarter of 2015, we issued an aggregate 1.05 million options to our new President and Chief Executive Officer, our Chairman and our Vice Chairman of our board of directors, each with an exercise price of $21.44 .These option grants are subject to shareholder approval and therefore are not considered granted. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plans | Note 16—Benefit Plans Defined Contribution Plan We maintain several defined contribution plans for our employees. Eligible employees can enter the plans either immediately or after one year of service, depending on the plan. The plans permit employee contributions up to the IRS limits per year. For some plans, we contribute 3% of the employee’s eligible compensation to the plan regardless of the employee’s contribution. On all plans, we match a portion of all the employee’s contributions up to 6% depending on the plan. In addition, we have a money purchase pension plan for certain eligible employees. Under this plan, we make contributions to employee directed investment accounts ranging from 5.5% to 8.5% of eligible compensation depending on the employee’s age. For the years ended December 31, 2015 , 2014 and 2013 , we made contributions to the plans totaling approximately $1.4 million , $1.2 million and $502 thousand , respectively. Other Post-Retirement Benefits - Medical Prior to December 31, 2015, we sponsored a post-retirement medical plan to provide health care coverage continuation from the date of retirement to age 65 for qualifying employees. Employees hired before 2006 were generally eligible to participate in the plan after five years of service and reaching the age of 55 and would have paid 20% of the monthly insurance premium. Employees hired after 2006 were generally eligible to participate in the plan after five years of service and reaching the age of 55 and were required to pay 100% of the monthly insurance premium; however, after 10 years of service, they were only required to pay 50% of the monthly insurance premium. On December 31, 2015, we terminated our post-retirement medical plan and extinguished the remaining benefit obligation of $6.6 million . The plan termination gain of $5.6 million is included as a reduction of Operating expense, excluding depreciation, depletion and amortization expense on our consolidated statement of operations for the year ended December 31, 2015. The changes in the benefit obligation of our post-retirement medical plan as of and for the years ended December 31, 2015 , 2014 and 2013 were as follows (in thousands): Year Ended December 31, 2015 2014 2013 Benefit obligation at the beginning of year $ 5,414 $ 4,505 $ — Acquisition of Par Hawaii Refining — — 4,385 Service cost 370 260 69 Interest cost 212 194 52 Plan amendments — 48 — Plan termination (6,632 ) — — Actuarial loss (gain) 636 407 (1 ) Projected benefit obligation at end of year $ — $ 5,414 $ 4,505 The post-retirement medical plan was an unfunded plan and therefore had no plan assets as of or during for the years ended December 31, 2015 , 2014 and 2013 . The weighted-average discount rates used to determine the benefit obligations as of December 31, 2014 and 2013 were 3.50% and 4.50% respectively. The discount rates were selected by comparing the expected plan cash flows to the December 31, 2014 and 2013 Citigroup Pension Discount Curve. The weighted-average discount rate used to determine net periodic benefit costs for the years ended December 31, 2015 , 2014 and 2013 was 3.5% , 4.5% and 4.5% , respectively. |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Income (loss) per Share | Note 17—Income (Loss) Per Share Basic loss per share is computed by dividing net loss by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under the common stock warrants, representing 344 thousand shares, 749 thousand shares and 791 thousand shares as of December 31, 2015 , 2014 , and 2013, respectively. The common stock warrants are included in the calculation of basic loss per share because they are issuable for minimal consideration. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): Year Ended December 31, 2015 2014 2013 Net loss $ (39,911 ) $ (47,041 ) $ (79,173 ) Basic weighted-average common stock shares outstanding 37,678 32,739 19,740 Add dilutive effects of common stock equivalents (1) — — — Diluted weighted-average common stock shares outstanding 37,678 32,739 19,740 Basic and diluted loss per common share $ (1.06 ) $ (1.44 ) $ (4.01 ) ________________________________________________________ (1) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per share. For the years ended December 31, 2015 , 2014 and 2013 , our weighted-average potentially dilutive securities excluded from the calculation of diluted shares outstanding consisted of 27 thousand , 27 thousand and 135 thousand common stock equivalents related to unvested restricted stock and 50 thousand and 3 thousand common stock equivalents related to stock options, respectively. There were no potentially dilutive stock options for the year ended December 31, 2013 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18—Income Taxes We have approximately $1.4 billion in net operating loss carryforwards ("NOL carryforwards"); however, we currently have a full valuation allowance against this tax asset. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future results of operations and tax planning strategies in making this assessment. Based upon the level of historical taxable income, significant book losses during the current and prior periods and projections for future results of operations over the periods in which the deferred tax assets are deductible, among other factors, management concluded that we did not meet the “more likely than not” requirement of ASC 740 in order to recognize deferred tax assets and a valuation allowance has been recorded for the full amount of our net deferred tax assets at December 31, 2015 and 2014 . In connection with our emergence from bankruptcy on August 31, 2012, we experienced an ownership change as defined under Section 382 of the Code. Section 382 generally places a limit on the amount of NOL carryforwards and other tax attributes arising before an ownership change that may be used to offset taxable income after an ownership change. We believe that we have qualified for an exception to the general limitation rules. This exception under Code Section 382(l) (5) provides for substantially less restrictive limitations on our NOL carryforwards; however, the NOL carryforwards would have been eliminated if we had experienced another ownership change within the three year period following our Bankruptcy. Our amended and restated certificate of incorporation places restrictions upon the ability of the certain equity interest holders to transfer their ownership interest us. These restrictions are designed to provide us with the maximum assurance that another ownership change does not occur that could adversely impact our NOL carryforwards. During the years ended December 31, 2015 , 2014 and 2013 , no adjustments were recognized for uncertain tax benefits. Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The states from which our refining, retail and logistics revenues are derived are not the same states in which our NOLs were incurred; therefore we expect to incur state tax liabilities on the net income of refining, retail and logistics operations. During 2015, we recorded a benefit for the release of $16.8 million of our valuation allowance as we expect to be able to utilize a portion of our net operating loss ("NOL") carryforwards to offset future taxable income of Mid Pac. During 2016 and thereafter, we will continue to assess the realizability of our deferred tax assets based on consideration of actual and projected operating results and tax planning strategies. Should actual operating results improve, the amount of the deferred tax asset considered more likely than not to be realizable could be increased. Income (loss) before income taxes related to our foreign operations was a loss of $0.9 million , $1.4 million and $0.1 million for the years ended December 31, 2015, 2014, and 2013, respectively. Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Current: U.S.—Federal $ — $ — $ — U.S.—State — (264 ) (179 ) Foreign (299 ) (80 ) — Deferred: U.S.—Federal (14,685 ) (14 ) (14 ) U.S.—State (1,804 ) (177 ) 193 Foreign — 80 — Total $ (16,788 ) $ (455 ) $ — Income tax expense was different from the amounts computed by applying U.S. Federal income tax rate of 35% to pretax income as a result of the following: Year Ended December 31, 2015 2014 2013 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 3.2 % 1.3 % (0.1 )% Expiration of capital loss carryover (25.5 )% — % — % Change in valuation allowance 25.3 % (38.8 )% (23.1 )% Permanent items (7.6 )% 3.6 % (3.7 )% Provision to return adjustments (0.8 )% (0.1 )% (8.1 )% Actual income tax rate 29.6 % 1.0 % — % Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2015 2014 Deferred tax assets: Net operating loss $ 522,541 $ 528,782 State deferred tax assets 9,160 7,885 Capital loss carryforwards 12,193 26,141 Property and equipment 27,372 31,116 Investment in Laramie Energy 42,986 31,334 Contingent consideration 9,653 3,196 Other 9,234 6,112 Total deferred tax assets 633,139 634,566 Valuation allowance (621,220 ) (631,599 ) Net deferred tax assets 11,919 2,967 Deferred tax liabilities: Property and equipment $ — $ — Intangible assets 9,834 1,677 Other 2,023 1,272 State liabilities 62 57 Total deferred tax liabilities 11,919 3,006 Total deferred tax liability, net $ — $ (39 ) We have NOL carryforwards as of December 31, 2015 of $1.4 billion for federal income tax purposes. If not utilized, the NOL carryforwards will expire during 2027 through 2033 . Our capital loss carryovers as of December 31, 2015 are $34.8 million . If not utilized, these carryovers will expire during 2016 . We also have Alternative Minimum Tax Credit Carryovers of $785 thousand . These credits do not expire; however, we must first generate regular taxable income before they can be used. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Note 19—Segment Information During 2015, we changed our reportable segments to separate our retail and logistics operations from our refining operations due to a change in senior leadership, organizational structure, the acquisition of Mid Pac and to reflect how we currently make financial decisions and allocate resources. During 2015, we also began including all general and administrative and acquisition and integration costs in our Corporate and Other segment because we manage those costs on a consolidated basis. Additionally, effective in the fourth quarter of 2015, the crude oil and natural gas operations are included within the Corporate and Other reportable segment. Currently we report the results for the following five business segments: (i) Refining , (ii) Retail , (iii) Logistics , (iv) Texadian and (v) Corporate and Other. The carrying value of our equity investment in Laramie Energy is included in our Corporate and Other segment. Through December 31, 2015, substantially all of our revenues from our logistics segment represent intercompany transactions that are eliminated in consolidation. We previously reported results for the following three business segments: (i) Refining, Distribution and Marketing, (ii) Natural Gas and Oil Production and (iii) Commodity Marketing and Logistics. We have recast the segment information for the years ended December 31, 2014 and 2013 to conform to the current period presentation. Summarized financial information concerning reportable segments consists of the following (in thousands): For the year ended December 31, 2015 Refining Logistics Retail Texadian Corporate, Eliminations and Other (1) Total Revenues $ 1,895,662 $ 82,671 $ 283,507 $ 132,472 $ (327,975 ) $ 2,066,337 Costs of revenue 1,718,729 48,660 215,194 134,780 (329,995 ) 1,787,368 Operating expense, excluding DD&A 95,588 5,433 35,317 — — 136,338 Lease operating expenses — — — — 5,283 5,283 Depreciation, depletion and amortization 9,522 3,117 5,421 854 1,004 19,918 Impairment expense — — — 9,639 — 9,639 General and administrative expense — — — — 44,271 44,271 Acquisition and integration costs — — — — 2,006 2,006 Operating income (loss) $ 71,823 $ 25,461 $ 27,575 $ (12,801 ) $ (50,544 ) $ 61,514 Interest expense and financing costs, net (20,156 ) Loss on termination of financing agreements (19,669 ) Other expense, net (291 ) Change in value of common stock warrants (3,664 ) Change in value of contingent consideration (18,450 ) Equity losses from Laramie Energy, LLC (55,983 ) Loss before income taxes (56,699 ) Income tax benefit 16,788 Net loss $ (39,911 ) Total assets $ 516,482 $ 53,158 $ 115,544 $ 29,929 $ 177,148 $ 892,261 Goodwill 13,765 11,012 16,550 — — 41,327 Capital expenditures 8,573 6,089 3,643 108 3,932 22,345 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $330.0 million for the year ended December 31, 2015 . For the year ended December 31, 2014 Refining Logistics Retail Texadian Corporate, Eliminations and Other (1) Total Revenues $ 2,816,667 $ 70,457 $ 231,673 $ 189,160 $ (199,932 ) $ 3,108,025 Costs of revenue 2,732,817 39,910 187,150 183,511 (205,916 ) 2,937,472 Operating expense, excluding DD&A 111,261 4,524 25,115 — — 140,900 Lease operating expenses — — — — 5,673 5,673 Depreciation, depletion and amortization 6,008 1,881 2,353 2,018 2,637 14,897 Loss on sale of assets, net — — — — 624 624 General and administrative expense — — — — 34,304 34,304 Acquisition and integration costs — — — — 11,687 11,687 Operating income (loss) $ (33,419 ) $ 24,142 $ 17,055 $ 3,631 $ (48,941 ) $ (37,532 ) Interest expense and financing costs, net (17,995 ) Loss on termination of financing agreements (1,788 ) Other expense, net (312 ) Change in value of common stock warrants 4,433 Change in value of contingent consideration 2,849 Equity earnings from Laramie Energy, LLC 2,849 Loss before income taxes (47,496 ) Income tax benefit 455 Net loss $ (47,041 ) Total assets $ 396,760 $ 19,070 $ 42,389 $ 87,695 $ 189,322 $ 735,236 Goodwill — — 13,796 6,990 — 20,786 Capital expenditures 8,720 3,259 487 300 1,534 14,300 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $205.9 million for the year ended December 31, 2014 . For the year ended December 31, 2013 Refining Logistics Retail Texadian Corporate, Eliminations and Other (1) Total Revenues $ 755,406 $ 19,798 $ 48,913 $ 100,149 $ (38,252 ) $ 886,014 Costs of revenue 769,038 11,075 39,461 83,483 (45,991 ) 857,066 Operating expense, excluding DD&A 20,440 988 5,823 — — 27,251 Lease operating expenses — — — — 5,676 5,676 Depreciation, depletion and amortization 1,222 468 577 2,009 1,706 5,982 Gain on sale of assets, net — — — — (50 ) (50 ) Trust litigation and settlements — — — — 6,206 6,206 General and administrative expense — — — — 21,494 21,494 Acquisition and integration costs — — — — 9,794 9,794 Operating (income) loss $ (35,294 ) $ 7,267 $ 3,052 $ 14,657 $ (37,087 ) $ (47,405 ) Interest expense and financing costs, net (13,285 ) Loss on termination of financing agreements (6,141 ) Other income, net 758 Change in value of common stock warrants (10,159 ) Equity earnings from Laramie Energy, LLC (2,941 ) Loss before income taxes (79,173 ) Income tax benefit — Net loss $ (79,173 ) Capital expenditures $ 7,328 $ 242 $ 483 $ (1,300 ) $ 1,015 $ 7,768 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $46.0 million for the year ended December 31, 2013 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 20—Related Party Transactions Term Loan Certain of our stockholders, or affiliates of our stockholders, are the lenders under our Term Loan. In previous years, they received common stock warrants exercisable for shares of common stock in connection with the origination of the Term Loan. Please read Note 11—Debt for further information. Equity Group Investments ("EGI") and Whitebox - Service Agreements On September 17, 2013, we entered into letter agreements (“Services Agreements”) with Equity Group Investments (“EGI”), an affiliate of Zell Credit Opportunities Fund, LP ("ZCOF") and Whitebox Advisors, LLC, ("Whitebox") each of which own 10% or more of our common stock directly or through affiliates. Pursuant to the Services Agreements, EGI and Whitebox agreed to provide us with ongoing strategic, advisory and consulting services that may include (i) advice on financing structures and our relationship with lenders and bankers, (ii) advice regarding public and private offerings of debt and equity securities, (iii) advice regarding asset dispositions, acquisitions or other asset management strategies, (iv) advice regarding potential business acquisitions, dispositions or combinations involving us or our affiliates, or (v) such other advice directly related or ancillary to the above strategic, advisory and consulting services as may be reasonably requested by us. EGI and Whitebox will not receive a fee for the provision of the strategic, advisory or consulting services set forth in the Services Agreements, but may be periodically reimbursed by us, upon request, for (i) travel and out-of-pocket expenses, provided that in the event that such expenses exceed $50 thousand in the aggregate with respect to any single proposed matter, EGI or Whitebox, as applicable, will obtain our consent prior to incurring additional costs and (ii) provided that we provide prior consent to their engagement with respect to any particular proposed matter, all reasonable fees and disbursements of counsel, accountants and other professionals incurred in connection with EGI’s or Whitebox’s, as applicable, services under the Services Agreements. In consideration of the services provided by EGI and Whitebox under the Services Agreements, we agreed to indemnify each of them for certain losses incurred by them relating to or arising out of the Services Agreements or the services provided thereunder. The Services Agreements have a term of one year and will be automatically extended for successive one -year periods unless terminated by either party at least 60 days prior to any extension date. For the year ended December 31, 2015 , $180 thousand in costs were incurred related to these agreements. There were no significant costs incurred related to these agreements during the years ended December 31, 2014 and 2013 . In October 2015, the Company terminated the Services Agreement with Whitebox. |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | Note 21—Quarterly Financial Data (Unaudited) Summarized quarterly data for the years ended December 31, 2015 and 2014 consist of the following (in thousands, except per share amounts): Year Ended December 31, 2015 Q1 Q2 Q3 Q4 Revenues $ 543,611 $ 583,759 $ 495,503 $ 443,464 Operating income (loss) 17,857 27,460 26,274 (10,077 ) Net income (loss) 462 11,723 14,740 (66,836 ) (1) Net income (loss) per share Basic $ 0.01 $ 0.31 $ 0.39 $ (1.72 ) Diluted $ 0.01 $ 0.31 $ 0.39 $ (1.72 ) Year Ended December 31, 2014 Q1 Q2 Q3 Q4 Revenues $ 743,246 $ 802,137 $ 854,286 $ 708,356 Operating income (loss) (14,802 ) (24,380 ) (36,598 ) 38,428 Net income (loss) (14,568 ) (24,677 ) (39,456 ) 31,660 Net income (loss) per share Basic $ (0.48 ) $ (0.81 ) $ (1.19 ) $ 0.86 Diluted $ (0.48 ) $ (0.81 ) $ (1.19 ) $ 0.84 ________________________________________________________ (1) During the fourth quarter of 2015, we recognized an impairment of $41.1 million on our equity investment in Laramie Energy. Please read Note 3—Investment in Laramie Energy, LLC . |
Supplemental Oil and Gas Disclo
Supplemental Oil and Gas Disclosures | 12 Months Ended |
Dec. 31, 2015 | |
Extractive Industries [Abstract] | |
Supplemental Oil and Gas Disclosures | Note 22—Supplemental Oil and Gas Disclosures (Unaudited) Capitalized costs related to oil and gas activities are as follows (in thousands): December 31, 2015 2014 Company: Unproved properties $ — $ — Proved properties 1,122 1,122 1,122 1,122 Accumulated depreciation and depletion (862 ) (824 ) $ 260 $ 298 Company’s share of Laramie Energy: Unproved properties $ 9,253 $ 15,872 Proved properties 202,195 183,937 211,448 199,809 Accumulated depreciation and depletion (56,241 ) (49,666 ) $ 155,207 $ 150,143 Costs incurred in oil and gas activities including costs associated with assets retirement obligations, are as follows (in thousands): Year Ended December 31, 2015 2014 2013 Company: Development costs incurred on proved undeveloped reserves $ — $ — $ — Development costs—other — 102 142 Total $ — $ 102 $ 142 Company’s share of Laramie Energy: Unproved properties acquisition costs $ — $ — $ — Development costs—other 21,747 15,599 6,380 Total $ 21,747 $ 15,599 $ 6,380 For the years ended December 31, 2015, 2014 and 2013, neither we nor Laramie Energy incurred exploratory well costs so no amounts were capitalized or expensed during these respective periods. Accordingly, there were no suspended exploratory well costs at 2015, 2014 and 2013 that were being evaluated. A summary of the results of operations for oil and gas producing activities, excluding general and administrative costs, is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Company: Revenue Oil and gas revenues $ 2,019 $ 5,984 $ 7,739 Expenses Production costs 5,283 5,673 5,696 Depletion and amortization 42 2,376 1,593 Exploration — — — Abandoned and impaired properties — — — Results of operations of oil and gas producing activities $ (3,306 ) $ (2,065 ) $ 450 Company’s share of Laramie Energy: Revenue Oil and gas revenues $ 14,217 $ 26,829 $ 20,364 Expenses Production costs 11,047 11,225 9,362 Impairment of unproved properties 3,977 — — Depletion and amortization 8,226 10,921 8,855 Results of operations of oil and gas producing activities $ (9,033 ) $ 4,683 $ 2,147 Total results of operations of oil and gas producing activities $ (12,339 ) $ 2,618 $ 2,597 |
Oil and Gas Reserve Information
Oil and Gas Reserve Information | 12 Months Ended |
Dec. 31, 2015 | |
Extractive Industries [Abstract] | |
Oil and Gas Reserves Information | Oil and Gas Reserve Information There are numerous uncertainties inherent in estimating quantities of proved crude oil and natural gas reserves. Crude oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be precisely measured. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of crude oil and natural gas that are ultimately recovered. Estimates of our crude oil and natural gas reserves and present values as of December 31, 2015 , 2014 and 2013 , were prepared by Netherland, Sewell & Associates, Inc., independent reserve engineers. A summary of changes in estimated quantities of proved reserves for the years ended December 31, 2015 , 2014 and 2013 is as follows: Gas Oil NGLS Total (MMcf) (MBbl) (MBbl) (MMcfe) (1) Company: Balance at January 1, 2013 446 286 — 2,163 Revisions of quantity estimate 460 16 — 557 Extensions and discoveries 9 3 — 25 Production (253 ) (69 ) — (667 ) Balance at December 31, 2013 (2) 662 236 — 2,078 Revisions of quantity estimate 65 (67 ) 21 (211 ) Extensions and discoveries 8 1 — 14 Production (134 ) (93 ) (4 ) (716 ) Balance at December 31, 2014 (3) 601 77 17 1,165 Revisions of quantity estimate (330 ) (35 ) (15 ) (630 ) Extensions and discoveries — — — — Production (83 ) (36 ) (2 ) (311 ) Balance at December 31, 2015 (4) 188 6 — 224 Company’s share of Laramie Energy: Balance at January 1, 2013 122,650 831 6,345 165,706 Revisions of quantity estimate (3,944 ) (404 ) (1,589 ) (15,900 ) Extensions and discoveries 71,921 173 2,788 89,688 Production (4,030 ) (16 ) (143 ) (4,985 ) Balance at December 31, 2013 (2) 186,597 584 7,401 234,509 Revisions of quantity estimate 8,876 34 (1,689 ) (1,054 ) Extensions and discoveries 21,108 128 489 24,808 Production (4,831 ) (18 ) (125 ) (5,689 ) Balance at December 31, 2014 (3) 211,750 728 6,076 252,574 Revisions of quantity estimate (99,548 ) (316 ) (2,718 ) (117,752 ) Extensions and discoveries 32,041 131 1,007 38,869 Acquisitions and divestures (5,945 ) (20 ) (171 ) (7,091 ) Production (4,745 ) (20 ) (149 ) (5,759 ) Balance at December 31, 2015 (4) 133,553 503 4,045 160,841 Total at December 31, 2015 133,741 509 4,045 161,065 __________________________________________________ (1) MMcfe is based on a ratio of 6 Mcf to 1 barrel. (2) During 2013 , the Company's estimated proved reserves, inclusive of the Company's share of Laramie Energy's estimated proved reserves, increased by 68,718 MMcfe or approximately 41% . Extensions and discoveries related to our share of Laramie Energy's estimated proved reserves resulted in an increase of 89,688 MMcfe from the beginning of year reserves. These extensions and discoveries are primarily associated with successful completions by Laramie Energy. (3) During 2014 , the Company's estimated proved reserves, inclusive of the Company's share of Laramie Energy's estimated proved reserves, increased by 17,152 MMcfe or approximately 7% . Extensions and discoveries related to our share of Laramie Energy's estimated proved reserves resulted in an increase of 24,808 MMcfe from the beginning of year reserves. These extensions and discoveries are primarily associated with successful completions by Laramie Energy. (4) During 2015 , the Company's estimated proved reserves, inclusive of the Company's share of Laramie Energy's estimated proved reserves, decreased by 92,674 MMcfe or approximately 36.5% . Revisions of quantity estimate related to our share of Laramie Energy's estimated proved reserves resulted in a decrease of 117,752 MMcfe from the beginning of year reserves. These revisions of quantity estimate are primarily associated with wells becoming uneconomic during 2015. Gas Oil NGLS Total (MMcf) (MBbl) (MBbl) (MMcfe) (1) December 31, 2013 Proved developed reserves Company 662 236 — 2,078 Company's share of Laramie Energy 45,072 165 1,627 55,829 Total 45,734 401 1,627 57,907 Proved undeveloped reserves Company — — — — Company's share of Laramie Energy 141,525 419 5,774 178,680 Total 141,525 419 5,774 178,680 December 31, 2014 Proved developed reserves Company 601 77 17 1,165 Company's share of Laramie Energy 48,855 195 1,226 57,381 Total 49,456 272 1,243 58,546 Proved undeveloped reserves Company — — — — Company's share of Laramie Energy 162,895 533 4,850 195,193 Total 162,895 533 4,850 195,193 December 31, 2015 Proved developed reserves Company 188 6 — 224 Company's share of Laramie Energy 65,499 248 1,931 78,573 Total 65,687 254 1,931 78,797 Proved undeveloped reserves Company — — — — Company's share of Laramie Energy 68,054 255 2,114 82,268 Total 68,054 255 2,114 82,268 __________________________________________________ (1) MMcfe is based on a ratio of 6 Mcf to 1 barrel. CIG per MMbtu WTI per Bbl Base pricing, before adjustments for contractual (1) December 31, 2013 $ 3.53 $ 96.91 December 31, 2014 4.36 94.99 December 31, 2015 2.39 50.28 ______________________________________________ (1) Proved reserves are required to be calculated based on the 12-month, first day of the month historical average price in accordance with SEC rules. The prices shown above are base index prices to which adjustments are made for contractual deducts and other factors. Future net cash flows presented below are computed using applicable prices (as summarized above) and costs and are net of all overriding royalty revenue interests. December 31, 2015 2014 2013 (in thousands) Company: Future net cash flows $ 690 $ 10,452 $ 26,861 Future costs Production 345 7,760 21,999 Development and abandonment 25 37 319 Income taxes (1) — — — Future net cash flows 320 2,655 4,543 10% discount factor (128 ) (889 ) (1,006 ) Discounted future net cash flows $ 192 $ 1,766 $ 3,537 Company’s share of Laramie Energy: Future net cash flows $ 425,596 $ 1,268,704 $ 984,205 Future costs Production 249,831 539,796 430,506 Development and abandonment 72,462 236,027 234,905 Income taxes (1) — — — Future net cash flows 103,303 492,881 318,794 10% discount factor (63,302 ) (322,282 ) (229,469 ) Discounted future net cash flows $ 40,001 $ 170,599 $ 89,325 Total discounted future net cash flows $ 40,193 $ 172,365 $ 92,862 _______________________________________________ (1) No income tax provision is included in the standardized measure of discounted future net cash flows calculation shown above as we do not project to be taxable or pay cash income taxes based on its available tax assets and additional tax assets generated in the development of its reserves because the tax basis of its oil and gas properties and NOL carryforwards exceeds the amount of discounted future net earnings. The principal sources of changes in the standardized measure of discounted net cash flows for the years ended December 31, 2015 , 2014 and 2013 are as follows (in thousands): Company Company's Share Total Balance at January 1, 2013 $ 8,010 $ 71,959 $ 79,969 Sales of oil and gas production during the period, net of (2,044 ) (10,478 ) (12,522 ) Net change in prices and production costs (3,833 ) (2,588 ) (6,421 ) Changes in estimated future development costs — 8,831 8,831 Extensions, discoveries and improved recovery 147 15,471 15,618 Revisions of previous quantity estimates, estimated timing of 395 (4,948 ) (4,553 ) Previously estimated development and abandonment costs — 3,142 3,142 Other 61 740 801 Accretion of discount 801 7,196 7,997 Balance at December 31, 2013 3,537 89,325 92,862 Sales of oil and gas production during the period, net of (1,288 ) (3,763 ) (5,051 ) Net change in prices and production costs (31 ) 35,837 35,806 Changes in estimated future development costs 118 (6,292 ) (6,174 ) Extensions, discoveries and improved recovery 85 4,914 4,999 Revisions of previous quantity estimates, estimated timing of (1,111 ) 27,632 26,521 Previously estimated development and abandonment costs 102 14,013 14,115 Other — — — Accretion of discount 354 8,933 9,287 Balance at December 31, 2014 1,766 170,599 172,365 Sales of oil and gas production during the period, net of (479 ) (5,753 ) (6,232 ) Acquisitions and divestitures — (4,789 ) (4,789 ) Net change in prices and production costs (679 ) (153,564 ) (154,243 ) Changes in estimated future development costs 8 788 796 Extensions, discoveries and improved recovery — 9,273 9,273 Revisions of previous quantity estimates, estimated timing of (601 ) (8,621 ) (9,222 ) Previously estimated development and abandonment costs — 15,008 15,008 Other — — — Accretion of discount 177 17,060 17,237 Balance at December 31, 2015 $ 192 $ 40,001 $ 40,193 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Par Pacific Holdings, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation. |
Use Of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. Actual amounts could differ from these estimates. Significant estimates include the fair value of assets and liabilities, inventory valuation, derivatives, asset retirement obligations, and contingencies and litigation accruals. |
Cash And Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. |
Restricted Cash | Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to bankruptcy matters and cash held at commercial banks to support letter of credit facilities. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We establish provisions for losses on trade receivables if it becomes probable we will not collect all or part of the outstanding balances. We review collectibility and establish or adjust our allowance as necessary using the specific identification method. |
Inventories | Inventories Commodity inventories are stated at the lower of cost and net realizable value using the first-in, first-out accounting method ("FIFO"). We value merchandise along with spare parts, materials and supplies at average cost. Beginning in June 2015, our refining segment acquires substantially all of its crude oil from J. Aron & Company ("J.Aron") under supply and offtake agreements as described in Note 10—Inventory Financing Agreements . The crude oil remains in the legal title of J. Aron and is stored in our storage tanks governed by a storage agreement. Legal title to the crude oil passes to us at the tank outlet. After processing, J. Aron takes title to the refined products stored in our storage tanks until sold to our retail locations or to third parties. We record the inventory owned by J. Aron on our behalf as inventory with a corresponding obligation on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and are obligated to repurchase the inventory. |
Investment in Laramie Energy, LLC | Investment in Laramie Energy, LLC We account for our Investment in Laramie Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies. Our proportionate share of net income (loss) of this entity is included in Equity earnings (losses) from Laramie Energy, LLC in the consolidated statements of operations. The investment is reviewed for impairment when events or changes in circumstances indicate that there has been an other than temporary decline in the value of the investment. |
Property Plant And Equipment | Property, Plant and Equipment We capitalize the cost of additions, major improvements and modifications to property, plant and equipment. The cost of repairs and normal maintenance of property, plant and equipment is expensed as incurred. Major improvements and modifications of property, plant and equipment are those expenditures that either extend the useful life, increase the capacity or improve the operating efficiency of the asset or improve the safety of our operations. We compute depreciation of property, plant and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 8 to 47 Logistics 3 to 30 Retail 14 to 18 Corporate 3 to 7 Software 3 We record property under capital leases at the lower of the present value of minimum lease payments using our incremental borrowing rate or the fair value of the leased property at the date of lease inception. We depreciate leasehold improvements and property acquired under capital leases over the shorter of the lease term or the economic life of the asset. We review property, plant and equipment and other long-lived assets whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value. If this occurs, an impairment loss is recognized for the difference between the fair value and carrying value. Factors that indicate potential impairment include a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset and a significant change in the asset’s physical condition or use. |
Natural Gas and Oil Properties | Natural Gas and Oil Properties We account for our natural gas and oil exploration and development activities using the successful efforts method of accounting. Under such method, costs of productive exploratory wells, development dry holes and productive wells and undeveloped leases are capitalized. Natural gas and oil lease acquisition costs are also capitalized. Exploration costs, including personnel costs, certain geological or geophysical expenses and delay rentals for natural gas and oil leases, are charged to expense as incurred. Exploratory drilling costs are initially capitalized, then evaluated quarterly and charged to expense if and when the well is determined not to contain reserves in commercial quantities. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production depletion rate. A gain or loss is recognized for all other sales of producing properties. Unproved properties are assessed quarterly on a property-by-property basis and any impairment in value is charged to expense. If the unproved properties are determined to be productive, the related costs are transferred to proved oil and natural gas properties and are depleted. Proceeds from sales of partial interests in unproved leases are accounted for as a recovery of cost without recognizing any gain or loss until all costs have been recovered. Depletion of capitalized acquisition, exploration and development costs is computed using the units-of-production method by individual fields (common reservoirs) based on proved producing natural gas and crude oil reserves as the related reserves are produced. Associated leasehold costs are depleted using the unit-of-production method based on total proved natural gas and crude oil reserves as the related reserves are produced. Our natural gas and crude oil assets are reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. |
Asset Retirement Obligations | Asset Retirement Obligations We record asset retirement obligations (“AROs”) in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the liability. Our AROs arise from our refining, logistics, and retail operations, as well as plugging and abandonment of wells within our natural gas and crude oil operations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. When the liability is initially recorded, we capitalize the cost by increasing the book value of the related long-lived tangible asset. The liability is accreted to its estimated settlement value with accretion expense recognized in Depreciation, depletion and amortization ("DD&A") on our consolidated statement of operations and the related capitalized cost is depreciated over the asset’s useful life. The difference between the settlement amount and the recorded liability is recorded as a gain or loss on asset disposals in our consolidated statements of operations. We estimate settlement dates by considering our past practice, industry practice, contractual terms, management’s intent and estimated economic lives. We cannot currently estimate the fair value for certain AROs primarily because we cannot estimate settlement dates (or range of dates) associated with these assets. These AROs include hazardous materials disposal (such as petroleum manufacturing by-products, chemical catalysts and sealed insulation material containing asbestos) and removal or dismantlement requirements associated with the closure of our refining facility, terminal facilities or pipelines, including the demolition or removal of certain major processing units, buildings, tanks, pipelines or other equipment. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the amount the purchase price exceeds the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1. We assess the recoverability of the carrying value of goodwill during the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a two-step quantitative test is required. If required, we will compare the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment indicator exists and an estimate of the impairment loss is calculated. Our intangible assets include relationships with suppliers and shippers, favorable railcar leases, trade names and trademarks. These intangible assets will be amortized over their estimated useful lives on a straight-line basis. We evaluate the carrying value of our intangible assets when impairment indicators are present. When we believe impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of the intangible assets are prepared. If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values. |
Environmental Matters | Environmental Matters We capitalize environmental expenditures that extend the life or increase the capacity of facilities as well as expenditures that prevent environmental contamination. We expense costs that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation. We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated. Cost estimates are based on the expected timing and extent of remedial actions required by governing agencies, experience gained from similar sites for which environmental assessments or remediation have been completed and the amount of our anticipated liability considering the proportional liability and financial abilities of other responsible parties. Usually, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Estimated liabilities are not discounted to present value and environmental expenses are recorded in Operating expenses in our consolidated statements of operations. |
Derivatives and Other Financial Instruments | Derivatives and Other Financial instruments We are exposed to commodity price risk related to crude oil and refined products. We manage this exposure through the use of various derivative commodity instruments. These instruments include exchange traded futures and over-the-counter swaps, forwards and options. For our forward contracts that are derivatives, we have elected the normal purchase normal sale exclusion, as it is our policy to fulfill or accept the physical delivery of the product and we will not net settle. Therefore, we did not recognize the unrealized gains or losses related to these contracts in our consolidated financial statements. We apply the accrual method of accounting to contracts qualifying for the normal purchase and sales exemption. All derivative instruments, not designated as normal purchases or sales, are recorded in the balance sheet as either assets or liabilities measured at their fair values. Changes in the fair value of these derivative instruments are recognized currently in earnings. We have not designated any derivative instruments as cash flow or fair value hedges and therefore, do not apply hedge accounting treatment. In addition, we may have other financial instruments, such as warrants or embedded debt features, that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in our control or (c) the instruments contain other provisions that cause us to conclude that they are not indexed to our equity. Our former delayed draw term loan facility contained certain puts that were accounted for as embedded derivatives. We have also accounted for our obligation to repurchase crude oil and refined products from J.Aron at the termination of the Supply and Offtake Agreements as an embedded derivative. These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. |
Income Taxes | Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss ("NOLs") and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We recognize the impact of an uncertain tax position only if it is more likely than not of being sustained upon examination by the relevant taxing authority based on the technical merits of the position. As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2012, 2013 and 2014. However, since we have net operating loss carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried. Therefore, in a year in which a net operating loss deduction is claimed, the IRS may examine the year in which the net operating loss was generated and adjust it accordingly for purposes of assessing additional tax in the year the net operating loss deductions was claimed. Any penalties or interest as a result of an examination will be recorded in the period assessed. |
Stock Based Compensation | Stock-Based Compensation We recognize the cost of share-based payments on a straight-line basis over the period the employee provides service, generally the vesting period and include such costs in General and administrative expense in the consolidated statements of operations. The grant date fair value of restricted stock awards are equal to the market price of our common stock on the date of grant. The fair value of stock options are estimated using the Black-Scholes option-pricing model as of the date of grant. |
Revenue Recognition | Revenue Recognition We recognize revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable and collectability is reasonably assured. Revenue that does not meet these criteria is deferred until the criteria are met. Certain transactions include sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another and are recorded on a net basis and included in Cost of revenues on our consolidated statements of operations. Refining and Retail We recognize revenues upon delivery of goods or services to a customer. For goods, this is the point at which title and risk of loss is transferred and when payment has either been received or collection is reasonably assured. Revenues for services are recorded when the services have been provided. We include transportation fees charged to customers in Revenues in our consolidated statements of operations, while the related transportation costs are included in Cost of revenues . Federal excise and state motor fuel taxes, which are collected from customers and remitted to governmental agencies within our refining and retail segments are excluded from both Revenues and Cost of revenues in our consolidated statements of operations. Logistics We recognize revenues as goods or services are provided to a customer. Substantially all of our logistics revenues represent intercompany transactions that are eliminated in consolidation. Texadian We earn revenues from the sale and transportation of crude oil and the rental of railcars. Accordingly, revenues and related costs from sales of crude oil are recorded when title transfers to the buyer. Transportation revenues are recognized when title passes to the customer, which is when risk of ownership transfers to the purchaser and physical delivery occurs. Revenues from the rental of railcars are recognized ratably over the lease periods. |
Other Post-Retirement Benefits - Medical | Other Post-Retirement Benefits - Medical On December 31, 2015, we terminated our post-retirement medical plan and extinguished the remaining benefit obligation. Prior to this termination, the plan was unfunded and benefit obligation was recorded within Other long-term liabilities. Changes in the plan's funded status were recognized in Other comprehensive loss in the period the change occurs. |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are categorized with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority given to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 – Assets or liabilities for which the item is valued based on quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Assets or liabilities valued based on observable market data for similar instruments. Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed and considers risk premiums that a market participant would require. The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our policy is to recognize transfers in and/or out of fair value hierarchy levels as of the end of the reporting period for which the event or change in circumstances caused the transfer. We have consistently applied these valuation techniques for the periods presented. We use data from peers as well as external sources in the determination of the volatility and risk free rates used in the valuation of our common stock warrants and contingent consideration. For these instruments, a sensitivity analysis is performed as well to determine the impact of inputs on the ending fair value estimate. The fair value of the J. Aron repurchase obligation derivative is measured using estimates of the prices and differentials assuming settlement at the end of the reporting period. |
Loss (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per share (“EPS”) is computed by dividing net income (loss) by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under the warrants. Please read Note 17—Income (Loss) Per Share for further information. The warrants are included in the calculation of basic EPS because they are issuable for minimal consideration. Unvested restricted stock is excluded from the computation of basic EPS as these shares are not considered earned until vesting occurs. |
Foreign Currency Transactions | Foreign Currency Transactions We may, on occasion, enter into transactions denominated in currencies other than the U.S. dollar, which is our functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income (expense), net , in the accompanying consolidated statement of operations in the period in which the currency exchange rates change. |
Accounting Principles Not Yet Adopted | Accounting Principles Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). The FASB’s objective was to provide a more robust framework to improve comparability of revenue recognition practices across entities by removing most industry and transaction specific guidance, align GAAP with International Financial Reporting Standards and provide more useful information to financial statement users. This authoritative guidance changes the way entities recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU No. 2015-14"), which defers the effective date of ASU 2015-09 by one year. ASU No. 2014-09 is now effective for interim and annual periods beginning after December 15, 2017 and early adoption is permitted for interim and annual periods beginning after December 15, 2016. ASU No. 2014-09 allows for either full retrospective adoption or modified retrospective adoption. We are in the process of determining the method of adoption and the impact this guidance will have on our financial condition, results of operations and cash flows. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2016 and early adoption is permitted. We do not expect the adoption of ASU 2014-15 to have a material impact on our financial condition, results of operations and cash flows. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 changes the consolidation analysis required under GAAP by eliminating the presumption that a general partner should consolidate a limited partnership and modifying the evaluation of whether limited partnerships are Variable Interest Entities ("VIEs") or voting interest entities. Under the amended guidance, limited partners would be required to consolidate a partnership if the limited partner retains certain powers and obligations. The amendments in this ASU are effective for annual periods beginning after December 15, 2016 and interim periods beginning after December 15, 2017. ASU 2015-02 allows for either full retrospective adoption or modified retrospective adoption. Early adoption is permitted, but the guidance must be applied as of the beginning of the annual period containing the adoption date. We are in the process of determining the method of adoption and the impact this guidance will have on our financial condition, results of operations and cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize all leases, including operating leases, on the balance sheet as a lease asset or lease liability, unless the lease is a short-term lease. ASU 2016-02 also requires additional disclosures regarding leasing arrangements. ASU 2016-02 is effective for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. We are in the process of determining the method of adoption and the impact this guidance will have on our financial condition, results of operations and cash flow. Accounting Principles Adopted In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 changes the balance sheet classification of debt issuance costs. Under previous GAAP, debt issuance costs were reported on the balance sheet as assets and amortized as interest expense. ASU 2015-03 requires that debt issuance costs be presented as a reduction from the carrying amount of the related debt liability, which is similar to the presentation of debt discounts or premiums. Debt issuance costs will continue to be amortized to interest expense using the effective interest method. In August 2015, the FASB issued ASU No. 2015-15, Interest – Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements ("ASU 2015-15"). ASU 2015-15 clarifies that the guidance in ASU 2015-03 does not apply to debt issuance costs related to line-of-credit arrangements. Debt issuance costs related to line-of-credit arrangements will continue to be presented as an asset. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2015. ASU 2015-03 should be adopted on a retrospective basis and early adoption is permitted. We adopted this ASU as of December 31, 2015 and have applied the requirements retrospectively to all periods presented. The adoption of this ASU resulted in the reclassification of $5.8 million of debt issuance costs as of December 31, 2014 from Other long-term assets to Long-term debt, net of current maturities on our consolidated balance sheets. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory ("ASU 2015-11"). ASU 2015-11 changes the inventory measurement principle for entities using the FIFO or average cost methods. For entities utilizing one of these methods, the inventory measurement principle changed from lower of cost or market to the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out or the retail inventory method. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2016. ASU 2015-11 should be adopted prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We adopted this ASU as of December 31, 2015. The adoption of this ASU did not have a material impact on our financial condition, results of operations and cash flows. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ("ASU 2015-16"). ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Under ASU 2015-16, the effect on earnings resulting from changes to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date, must be recorded in the reporting period in which the adjustment amounts are determined rather than retrospectively. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2015. ASU 2015-16 should be adopted prospectively to adjustments to provisional amounts occurring after the effective date of the update and earlier application is permitted for financial statements that have not been issued. We adopted this ASU during the quarter ended September 30, 2015 and applied its amendments to the measurement period adjustments made during the year ended December 31, 2015 . Please read Note 4—Acquisitions for further information. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). ASU 2015-17 is part of the FASB's initiative to reduce the complexity in accounting standards. ASU 2015-17 requires entities to present deferred tax assets and deferred tax liabilities as non-current in a classified balance sheet. The amendments in this ASU simplify current guidance in ASC 740-10-45-4 that requires separate presentation of deferred tax assets and liabilities as current and non-current in a classified balance sheet based on the classification of the related asset or liability. ASU 2015-17 is effective for public companies for annual periods beginning after December 15, 2017 and interim periods beginning after December 15, 2018. Earlier application is permitted as of the beginning of an interim or annual reporting period. We adopted this ASU as of December 31, 2015. The adoption of this ASU did not have a material impact on our consolidated balance sheets as of December 31, 2015 and 2014 . |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Property Plant And Equipment Estimated Useful Life | We compute depreciation of property, plant and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 8 to 47 Logistics 3 to 30 Retail 14 to 18 Corporate 3 to 7 Software 3 |
Investment in Laramie Energy (T
Investment in Laramie Energy (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Beginning balance $ 104,657 $ 101,796 $ 104,434 Equity earnings (loss) from Laramie Energy (15,713 ) 2,278 (3,516 ) Accretion of basis difference 811 571 575 Impairment (41,081 ) — — Investments 27,529 12 303 Ending balance $ 76,203 $ 104,657 $ 101,796 |
Equity Method Investees Financial Information | Summarized financial information for Laramie Energy is as follows (in thousands): December 31, 2015 2014 Current assets $ 8,511 $ 13,168 Non-current assets 514,206 468,379 Current liabilities 18,158 17,103 Non-current liabilities 98,624 105,774 Year Ended December 31, 2015 2014 2013 Natural gas and oil revenues $ 42,870 $ 80,471 $ 61,091 Income (loss) from operations (40,984 ) 3,512 (5,196 ) Net income (loss) (49,159 ) 6,576 (8,977 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Mid Pac Petroleum, LLC | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | A summary of the preliminary estimated fair value of the assets acquired and liabilities assumed is as follows (in thousands): Cash $ 10,007 Accounts receivable 9,905 Inventories 5,375 Prepaid and other current assets 1,444 Property, plant and equipment 40,997 Land 34,800 Goodwill (1) 27,531 Intangible assets 33,647 Other non-current assets 1,228 Accounts payable and other current liabilities (11,331 ) Deferred tax liability (16,759 ) Other non-current liabilities (7,235 ) Total $ 129,609 ________________________________________________________ (1) We allocated $13.8 million , $2.8 million and $11.0 million of goodwill to our refining, retail and logistics reporting units, respectively. |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents our consolidated revenues and net income (loss) as if the Mid Pac acquisition had been completed on January 1, 2014 (in thousands): Year Ended December 31, 2015 2014 Revenues $ 2,093,587 $ 3,361,739 Net loss (54,941 ) (28,501 ) |
Hawaii Independent Energy LLC | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | A summary of the final estimated fair value of the assets acquired and liabilities assumed is as follows (in thousands): Inventory $ 418,750 Trade accounts receivable 59,553 Prepaid and other current assets 2,497 Property, plant and equipment 59,670 Land 39,800 Goodwill 13,796 Intangible assets 4,596 Accounts payable and other current liabilities (18,542 ) Contingent consideration liability (11,980 ) Other non-current liabilities (7,561 ) Total $ 560,579 |
Business Acquisition, Pro Forma Information | The unaudited pro forma financial information for the year ended December 31, 2013 presented below assumes that the acquisition occurred as of January 1, 2013 (in thousands): Revenues $ 2,986,800 Net income (122,000 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories at December 31, 2015 and 2014 consist of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total December 31, 2015 Crude oil and feedstocks $ 18,404 $ 68,126 $ 86,530 Refined products and blendstock 28,023 87,608 115,631 Warehouse stock and other 17,276 — 17,276 Total $ 63,703 $ 155,734 $ 219,437 December 31, 2014 Crude oil and feedstocks — 62,594 62,594 Refined products and blendstock 47,922 118,375 166,297 Warehouse stock and other 14,962 — 14,962 Total $ 62,884 $ 180,969 $ 243,853 _________________________________________________________ |
Prepaid and Other Current Ass37
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaid and other current assets at December 31, 2015 and 2014 consist of the following (in thousands): December 31, 2015 2014 Advances to suppliers for crude purchases $ 36,247 $ — Collateral posted with broker for derivative transactions 20,926 — Prepaid insurance 6,773 8,188 Derivative assets 4,577 1,015 Other 6,914 5,821 Total $ 75,437 $ 15,024 |
Property, Plant and Equipment D
Property, Plant and Equipment Disclosure (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Major classes of property, plant and equipment consist of the following (in thousands): December 31, 2015 2014 Land $ 74,600 $ 39,800 Buildings and equipment 139,908 81,488 Other 6,355 2,035 Total property, plant and equipment 220,863 123,323 Proved oil and gas properties 1,122 1,122 Less accumulated depreciation and depletion (26,845 ) (11,510 ) Property, plant and equipment, net $ 195,140 $ 112,935 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligation | The table below summarizes the changes in our asset retirement obligations (in thousands): Year Ended December 31, 2015 2014 2013 Beginning balance $ 2,580 $ 3,172 $ 512 Obligations acquired 5,725 — 2,601 Accretion expense 604 239 59 Revision in estimate — (831 ) — Ending balance $ 8,909 $ 2,580 $ 3,172 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | During the year s ended December 31, 2015 and 2014 , the change in the carrying amount of goodwill was as follows (in thousands): Balance at January 1, 2014 $ 20,603 Par Hawaii Refining acquisition purchase price allocation adjustments (1) 183 Balance at December 31, 2014 20,786 Acquisition of Mid Pac (1) 27,531 Impairment expense (6,990 ) Balance at December 31, 2015 $ 41,327 ________________________________________________________ (1) Please read Note 4—Acquisitions for further discussion. |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following (in thousands): December 31, 2015 2014 Intangible assets: Supplier relationships $ — $ 3,360 Railcar leases 3,249 3,249 Historical shipper status — 2,200 Trade names and trademarks 6,267 4,689 Customer relationships 32,064 — Total intangible assets 41,580 13,498 Accumulated amortization: Supplier relationships — (516 ) Railcar leases (1,950 ) (1,301 ) Historical shipper status — (2,200 ) Trade name and trademarks (3,540 ) (1,975 ) Customer relationships (1,722 ) — Total accumulated amortization (7,212 ) (5,992 ) Net: Supplier relationships — 2,844 Railcar leases 1,299 1,948 Historical shipper status — — Trade name and trademarks 2,727 2,714 Customer relationships 30,342 — Total intangible assets, net $ 34,368 $ 7,506 |
Finite-lived Intangible Assets Amortization Expense | Expected amortization expense for each of the next five years and thereafter is as follows (in thousands): Year Ended Amount 2016 $ 4,457 2017 3,307 2018 2,658 2019 2,658 2020 2,658 Thereafter 18,630 $ 34,368 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table summarizes our outstanding debt as of December 31, 2015 and 2014 (in thousands): December 31, 2015 2014 KeyBank Credit Agreement $ 110,000 $ — Term Loan 60,119 89,701 HIE Retail Credit Agreement — 22,750 Texadian Uncommitted Credit Agreement — 26,500 Principal amount of long-term debt 170,119 138,951 Less unamortized discount (899 ) (2,341 ) Less deferred financing costs (4,008 ) (5,771 ) Total debt, net of unamortized discount and deferred financing costs 165,212 130,839 Less current maturities (11,000 ) (29,100 ) Long-term debt, net of current maturities $ 154,212 $ 101,739 |
Contractual Obligation, Fiscal Year Maturity Schedule | Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2016 $ 11,000 2017 11,000 2018 71,119 2019 11,000 2020 11,000 Thereafter 55,000 Total $ 170,119 |
Schedule Of Applicable Margin For Debt Instrument | The applicable margins for the KeyBank Term Loans and advances under the KeyBank Revolving Credit Facility are as specified below: Applicable Margin for Applicable Margin for Level Leverage Ratio Base Rate Loans Eurodollar Loans 1 < 3.00x 1.50% 2.50% 2 3.00x - 3.50x 1.75% 2.75% 3 3.50x - 4.00x 2.00% 3.00% 4 > 4.00x 2.25% 3.25% |
HIE Retail Credit Agreement | |
Debt Instrument [Line Items] | |
Schedule Of Leverage Ratio | Pursuant to the KeyBank Credit Agreement , we are required to comply with various affirmative and negative covenants affecting our business and operations, including compliance with an interest coverage ratio of less than 2.50 to 1.00, a debt service coverage ratio of less than 1.25 to 1.00, and a maximum leverage ratio, calculated on a trailing four-quarters basis, determined as follows: Period (fiscal quarters) Maximum Leverage Ratio December 31, 2015 — December 31, 2017 4.50 to 1.00 March 31, 2018 — December 31, 2018 4.25 to 1.00 March 31, 2019 and each fiscal quarter-end thereafter 4.00 to 1.00 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2015 and 2014 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2015 2014 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 4,577 $ 1,015 Commodity derivatives (1) Other accrued liabilities (9,534 ) — Commodity derivatives (1) Other liabilities (4,925 ) — J. Aron repurchase obligation derivative Obligations under inventory financing agreements 9,810 — _________________________________________________________ (1) Does not include cash collateral of $20.9 million recorded in Prepaid and other current assets and $7.0 million in Other long-term assets as of December 31, 2015 . Fair value amounts by hierarchy level as of December 31, 2015 and 2014 are presented gross in the tables below (in thousands): December 31, 2015 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 429 $ 33,797 $ — $ 34,226 $ (29,649 ) $ 4,577 J. Aron repurchase obligation derivative — — 9,810 9,810 (9,810 ) — Total $ 429 $ 33,797 $ 9,810 $ 44,036 $ (39,459 ) $ 4,577 Liabilities Common stock warrants $ — $ — $ (8,096 ) $ (8,096 ) $ — $ (8,096 ) Contingent consideration — — (27,581 ) (27,581 ) — (27,581 ) Commodity derivatives (396 ) (43,712 ) — (44,108 ) 29,649 (14,459 ) J. Aron repurchase obligation derivative — — — — 9,810 9,810 Total $ (396 ) $ (43,712 ) $ (35,677 ) $ (79,785 ) $ 39,459 $ (40,326 ) December 31, 2014 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 1,015 $ — $ — $ 1,015 $ — $ 1,015 Total $ 1,015 $ — $ — $ 1,015 $ — $ 1,015 Liabilities Common stock warrants $ — $ — $ (12,123 ) $ (12,123 ) $ — $ (12,123 ) Contingent consideration — — (9,131 ) (9,131 ) — (9,131 ) Total $ — $ — $ (21,254 ) $ (21,254 ) $ — $ (21,254 ) _________________________________________________________ (1) Does not include cash collateral of $28.0 million and $20 thousand as of December 31, 2015 and 2014 , respectively included on our consolidated balance sheets. Our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2015 and 2014 and their placement within our consolidated balance sheet consist of the following (in thousands): December 31, Balance Sheet Location 2015 2014 Asset (Liability) Common stock warrants Common stock warrants $ (8,096 ) $ (12,123 ) Contingent consideration Contingent consideration (27,581 ) (9,131 ) Commodity derivatives (1) Prepaid and other current assets 4,577 1,015 Commodity derivatives (1) Other accrued liabilities (9,534 ) — Commodity derivatives (1) Other liabilities (4,925 ) — J. Aron repurchase obligation derivative Obligations under inventory financing agreements 9,810 — _________________________________________________________ (1) Does not include cash collateral of $20.9 million included in Prepaid and other current assets and $7.0 million in Other long-term assets as of December 31, 2015 . |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The following table summarizes the pre-tax gain (loss) recognized in our consolidated statement of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2015 2014 2013 Commodity derivatives Cost of revenues $ 14,367 $ 8,228 $ 410 J. Aron repurchase obligation derivative Cost of revenues 12,654 — — The following table summarizes the pre-tax gain (loss) recognized in our consolidated statement of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2015 2014 2013 Common stock warrants Change in value of common stock warrants $ (3,664 ) $ 4,433 $ (10,159 ) Contingent consideration Change in value of contingent consideration (18,450 ) 2,849 — Commodity derivatives Cost of revenues 14,367 8,228 410 J. Aron repurchase obligation derivative Cost of revenues 12,654 — — Fair value amounts by hierarchy level as of December 31, 2015 and 2014 are presented gross in the tables below (in thousands): December 31, 2015 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 429 $ 33,797 $ — $ 34,226 $ (29,649 ) $ 4,577 J. Aron repurchase obligation derivative — — 9,810 9,810 (9,810 ) — Total $ 429 $ 33,797 $ 9,810 $ 44,036 $ (39,459 ) $ 4,577 Liabilities Common stock warrants $ — $ — $ (8,096 ) $ (8,096 ) $ — $ (8,096 ) Contingent consideration — — (27,581 ) (27,581 ) — (27,581 ) Commodity derivatives (396 ) (43,712 ) — (44,108 ) 29,649 (14,459 ) J. Aron repurchase obligation derivative — — — — 9,810 9,810 Total $ (396 ) $ (43,712 ) $ (35,677 ) $ (79,785 ) $ 39,459 $ (40,326 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Nonrecurring | The fair values of the assets acquired and liabilities assumed as a result of the Mid Pac acquisition were estimated as of the date of the acquisition using valuation techniques described in notes (1) through (7) described below. Valuation Fair Value Technique (in thousands) Net working capital $ 15,400 (1) Property, plant and equipment 40,997 (2) Land 34,800 (3) Goodwill 27,531 (4) Intangible assets 33,647 (5) Other non-current assets 1,228 (7) Deferred tax liability (16,759 ) (6) Other non-current liabilities (7,235 ) (7) Total $ 129,609 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. (2) The fair value of the property, plant and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and obsolescence. We consider this to be a Level 3 fair value measurement. (3) The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement. (4) The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. (5) The fair value of customer relationships was estimated using the Excess Earnings Method. Significant inputs used in this model include estimated revenue attributable to the customer relationship and estimated attrition rates. The fair value of the trade names and trademarks was estimated using the Relief from Royalty Method. Significant inputs used in this model include estimated revenue attributable to the trade names and trademarks and a royalty rate. We consider this to be a Level 3 fair value measurement. (6) The deferred tax liability was determined based on the differences between the tax bases of the assets acquired and liabilities assumed and the values of those assets and liabilities recognized on our consolidated balance sheets as of the date of acquisition. (7) Other non-current assets and liabilities were recorded at their estimated net present value. We consider this to be a Level 3 fair value measurement. The final fair values of the assets acquired and liabilities assumed as a result of the PHR acquisition were estimated as of the date of the acquisition and finalized during the quarter ended September 30, 2014 using valuation techniques described in notes (1) through (7) described below. Valuation Fair Value Technique (in thousands) Net working capital $ 462,258 (1) Property, plant and equipment 59,670 (2) Land 39,800 (3) Goodwill 13,796 (4) Intangible assets 4,596 (5) Contingent consideration liability (11,980 ) (6) Other non-current liabilities (7,561 ) (7) Total $ 560,579 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. (2) The fair value of the property, plant and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and obsolescence. We consider this to be a Level 3 fair value measurement. (3) The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement. (4) The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. (5) The fair value of the trade names and trademarks was estimated using a form of the income approach, the Relief from Royalty Method. Significant inputs used in this model include estimated revenue attributable to the trade names and trademarks and a royalty rate. An increase in the estimated revenue or royalty rate would result in an increase in the value attributable to the trade names and trademarks. We consider this to be a Level 3 fair value measurement. (6) The fair value of the liability for contingent consideration was estimated using Monte Carlo simulation. Significant inputs used in the model include estimated future gross margin, annual gross margin volatility and a present value factor. An increase in estimated future gross margin, volatility or the present value factor would result in an increase in the liability. We consider this to be a Level 3 fair value measurement. (7) Other non-current assets and liabilities are recorded at their estimated net present value. |
Schedule of Share-based Payment Award, Common Stock Warrants | As of December 31, 2015 and 2014 , we had approximately 345 thousand and 749 thousand common stock warrants outstanding, respectively. We estimate the fair value of our outstanding common stock warrants using simulation models, which are considered to be a Level 3 fair value measurement. Significant inputs used in the simulation models include: December 31, 2015 2014 Stock price $ 23.54 $ 16.25 Weighted-average exercise price $ 0.10 $ 0.10 Term (years) 6.67 7.67 Risk-free interest rate 2.04 % 2.01 % Expected volatility 43.0 % 50.2 % |
Fair Value, Assets Measured on Recurring Basis | The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2015 and 2014 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2015 2014 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 4,577 $ 1,015 Commodity derivatives (1) Other accrued liabilities (9,534 ) — Commodity derivatives (1) Other liabilities (4,925 ) — J. Aron repurchase obligation derivative Obligations under inventory financing agreements 9,810 — _________________________________________________________ (1) Does not include cash collateral of $20.9 million recorded in Prepaid and other current assets and $7.0 million in Other long-term assets as of December 31, 2015 . Fair value amounts by hierarchy level as of December 31, 2015 and 2014 are presented gross in the tables below (in thousands): December 31, 2015 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 429 $ 33,797 $ — $ 34,226 $ (29,649 ) $ 4,577 J. Aron repurchase obligation derivative — — 9,810 9,810 (9,810 ) — Total $ 429 $ 33,797 $ 9,810 $ 44,036 $ (39,459 ) $ 4,577 Liabilities Common stock warrants $ — $ — $ (8,096 ) $ (8,096 ) $ — $ (8,096 ) Contingent consideration — — (27,581 ) (27,581 ) — (27,581 ) Commodity derivatives (396 ) (43,712 ) — (44,108 ) 29,649 (14,459 ) J. Aron repurchase obligation derivative — — — — 9,810 9,810 Total $ (396 ) $ (43,712 ) $ (35,677 ) $ (79,785 ) $ 39,459 $ (40,326 ) December 31, 2014 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 1,015 $ — $ — $ 1,015 $ — $ 1,015 Total $ 1,015 $ — $ — $ 1,015 $ — $ 1,015 Liabilities Common stock warrants $ — $ — $ (12,123 ) $ (12,123 ) $ — $ (12,123 ) Contingent consideration — — (9,131 ) (9,131 ) — (9,131 ) Total $ — $ — $ (21,254 ) $ (21,254 ) $ — $ (21,254 ) _________________________________________________________ (1) Does not include cash collateral of $28.0 million and $20 thousand as of December 31, 2015 and 2014 , respectively included on our consolidated balance sheets. Our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2015 and 2014 and their placement within our consolidated balance sheet consist of the following (in thousands): December 31, Balance Sheet Location 2015 2014 Asset (Liability) Common stock warrants Common stock warrants $ (8,096 ) $ (12,123 ) Contingent consideration Contingent consideration (27,581 ) (9,131 ) Commodity derivatives (1) Prepaid and other current assets 4,577 1,015 Commodity derivatives (1) Other accrued liabilities (9,534 ) — Commodity derivatives (1) Other liabilities (4,925 ) — J. Aron repurchase obligation derivative Obligations under inventory financing agreements 9,810 — _________________________________________________________ (1) Does not include cash collateral of $20.9 million included in Prepaid and other current assets and $7.0 million in Other long-term assets as of December 31, 2015 . |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The following table summarizes the pre-tax gain (loss) recognized in our consolidated statement of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2015 2014 2013 Commodity derivatives Cost of revenues $ 14,367 $ 8,228 $ 410 J. Aron repurchase obligation derivative Cost of revenues 12,654 — — The following table summarizes the pre-tax gain (loss) recognized in our consolidated statement of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2015 2014 2013 Common stock warrants Change in value of common stock warrants $ (3,664 ) $ 4,433 $ (10,159 ) Contingent consideration Change in value of contingent consideration (18,450 ) 2,849 — Commodity derivatives Cost of revenues 14,367 8,228 410 J. Aron repurchase obligation derivative Cost of revenues 12,654 — — Fair value amounts by hierarchy level as of December 31, 2015 and 2014 are presented gross in the tables below (in thousands): December 31, 2015 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 429 $ 33,797 $ — $ 34,226 $ (29,649 ) $ 4,577 J. Aron repurchase obligation derivative — — 9,810 9,810 (9,810 ) — Total $ 429 $ 33,797 $ 9,810 $ 44,036 $ (39,459 ) $ 4,577 Liabilities Common stock warrants $ — $ — $ (8,096 ) $ (8,096 ) $ — $ (8,096 ) Contingent consideration — — (27,581 ) (27,581 ) — (27,581 ) Commodity derivatives (396 ) (43,712 ) — (44,108 ) 29,649 (14,459 ) J. Aron repurchase obligation derivative — — — — 9,810 9,810 Total $ (396 ) $ (43,712 ) $ (35,677 ) $ (79,785 ) $ 39,459 $ (40,326 ) |
Reconcilliation of Level 3 Derivative Instruments, Fair Value | A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Beginning balance $ (21,254 ) $ (29,316 ) $ (10,945 ) Settlements 7,691 780 3,723 Acquired (2,844 ) — (11,980 ) Total unrealized income (loss) included in earnings (9,460 ) 7,282 (10,114 ) Ending balance $ (25,867 ) $ (21,254 ) $ (29,316 ) |
Schedule of Carrying Value and Fair Value of Long Term Debt and Other Financial Instruments | The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2015 and 2014 is as follows (in thousands): Carrying Value Fair Value (1) December 31, 2015 KeyBank Credit Agreement (2) $ 110,000 $ 110,000 Term Loan 60,119 62,037 Common stock warrants 8,096 8,096 Contingent consideration 27,581 27,581 December 31, 2014 Term Loan $ 87,360 $ 87,068 HIE Retail Credit Agreement (2) 22,750 22,750 Texadian Uncommitted Credit Agreement (2) 26,500 26,500 Common stock warrants 12,123 12,123 Contingent consideration 9,131 9,131 _________________________________________________________ (1) The fair values of these instruments are considered Level 3 measurements in the fair value hierarchy. (2) Fair value approximates carrying value due to the floating rate interest which approximates a current market value. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | Minimum annual lease payments including interest, for capital leases are as follows (in thousands): 2016 $ 712 2017 672 2018 578 2019 433 2020 — Thereafter — Total minimum lease payments 2,395 Less amount representing interest 308 Total minimum rental payments $ 2,087 |
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum annual lease payments for operating leases to which we are legally obligated and having initial or remaining non-cancelable lease terms in excess of one year are as follows (in thousands): 2016 $ 27,443 2017 18,269 2018 12,864 2019 10,351 2020 5,805 Thereafter 24,192 Total minimum rental payments $ 98,924 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule Of Equity Incentive Plan Disclosures | The following table summarizes our restricted stock activity (in thousands, except per share amounts): Shares Weighted- Unvested balance at January 1, 2013 219 $ 12.00 Granted 356 18.32 Vested (51 ) 12.00 Forfeited — — Unvested balance at December 31, 2013 524 16.29 Granted 239 18.49 Vested (196 ) 15.04 Forfeited — — Unvested balance at December 31, 2014 567 17.65 Granted 214 18.24 Vested (229 ) 17.29 Forfeited (114 ) 19.51 Unvested balance at December 31, 2015 438 $ 18.84 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | The weighted-average assumptions used to measure stock options granted during 2015 and 2014 are presented below. 2015 2014 Expected life from date of grant (years) 6.4 5.0 Expected volatility 35.0% 35.0% Expected dividend yield —% —% Risk-free interest rate 1.81% 1.76% |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes our stock option activity (in thousands, except per share amounts): Number of Options Weighted-Average Weighted-Average Aggregate Outstanding balance at January 1, 2015 401 $ 16.18 5.5 $ — Issued 257 20.68 Forfeited / canceled (17 ) 15.12 Outstanding balance at December 31, 2015 641 $ 17.77 4.9 $ 2.5 Exercisable, end of year 175 $ 1.4 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets | The changes in the benefit obligation of our post-retirement medical plan as of and for the years ended December 31, 2015 , 2014 and 2013 were as follows (in thousands): Year Ended December 31, 2015 2014 2013 Benefit obligation at the beginning of year $ 5,414 $ 4,505 $ — Acquisition of Par Hawaii Refining — — 4,385 Service cost 370 260 69 Interest cost 212 194 52 Plan amendments — 48 — Plan termination (6,632 ) — — Actuarial loss (gain) 636 407 (1 ) Projected benefit obligation at end of year $ — $ 5,414 $ 4,505 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule Of Computation Of Basic And Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): Year Ended December 31, 2015 2014 2013 Net loss $ (39,911 ) $ (47,041 ) $ (79,173 ) Basic weighted-average common stock shares outstanding 37,678 32,739 19,740 Add dilutive effects of common stock equivalents (1) — — — Diluted weighted-average common stock shares outstanding 37,678 32,739 19,740 Basic and diluted loss per common share $ (1.06 ) $ (1.44 ) $ (4.01 ) ________________________________________________________ (1) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per share. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Current: U.S.—Federal $ — $ — $ — U.S.—State — (264 ) (179 ) Foreign (299 ) (80 ) — Deferred: U.S.—Federal (14,685 ) (14 ) (14 ) U.S.—State (1,804 ) (177 ) 193 Foreign — 80 — Total $ (16,788 ) $ (455 ) $ — |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense was different from the amounts computed by applying U.S. Federal income tax rate of 35% to pretax income as a result of the following: Year Ended December 31, 2015 2014 2013 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 3.2 % 1.3 % (0.1 )% Expiration of capital loss carryover (25.5 )% — % — % Change in valuation allowance 25.3 % (38.8 )% (23.1 )% Permanent items (7.6 )% 3.6 % (3.7 )% Provision to return adjustments (0.8 )% (0.1 )% (8.1 )% Actual income tax rate 29.6 % 1.0 % — % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2015 2014 Deferred tax assets: Net operating loss $ 522,541 $ 528,782 State deferred tax assets 9,160 7,885 Capital loss carryforwards 12,193 26,141 Property and equipment 27,372 31,116 Investment in Laramie Energy 42,986 31,334 Contingent consideration 9,653 3,196 Other 9,234 6,112 Total deferred tax assets 633,139 634,566 Valuation allowance (621,220 ) (631,599 ) Net deferred tax assets 11,919 2,967 Deferred tax liabilities: Property and equipment $ — $ — Intangible assets 9,834 1,677 Other 2,023 1,272 State liabilities 62 57 Total deferred tax liabilities 11,919 3,006 Total deferred tax liability, net $ — $ (39 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summarized financial information concerning reportable segments consists of the following (in thousands): For the year ended December 31, 2015 Refining Logistics Retail Texadian Corporate, Eliminations and Other (1) Total Revenues $ 1,895,662 $ 82,671 $ 283,507 $ 132,472 $ (327,975 ) $ 2,066,337 Costs of revenue 1,718,729 48,660 215,194 134,780 (329,995 ) 1,787,368 Operating expense, excluding DD&A 95,588 5,433 35,317 — — 136,338 Lease operating expenses — — — — 5,283 5,283 Depreciation, depletion and amortization 9,522 3,117 5,421 854 1,004 19,918 Impairment expense — — — 9,639 — 9,639 General and administrative expense — — — — 44,271 44,271 Acquisition and integration costs — — — — 2,006 2,006 Operating income (loss) $ 71,823 $ 25,461 $ 27,575 $ (12,801 ) $ (50,544 ) $ 61,514 Interest expense and financing costs, net (20,156 ) Loss on termination of financing agreements (19,669 ) Other expense, net (291 ) Change in value of common stock warrants (3,664 ) Change in value of contingent consideration (18,450 ) Equity losses from Laramie Energy, LLC (55,983 ) Loss before income taxes (56,699 ) Income tax benefit 16,788 Net loss $ (39,911 ) Total assets $ 516,482 $ 53,158 $ 115,544 $ 29,929 $ 177,148 $ 892,261 Goodwill 13,765 11,012 16,550 — — 41,327 Capital expenditures 8,573 6,089 3,643 108 3,932 22,345 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $330.0 million for the year ended December 31, 2015 . For the year ended December 31, 2014 Refining Logistics Retail Texadian Corporate, Eliminations and Other (1) Total Revenues $ 2,816,667 $ 70,457 $ 231,673 $ 189,160 $ (199,932 ) $ 3,108,025 Costs of revenue 2,732,817 39,910 187,150 183,511 (205,916 ) 2,937,472 Operating expense, excluding DD&A 111,261 4,524 25,115 — — 140,900 Lease operating expenses — — — — 5,673 5,673 Depreciation, depletion and amortization 6,008 1,881 2,353 2,018 2,637 14,897 Loss on sale of assets, net — — — — 624 624 General and administrative expense — — — — 34,304 34,304 Acquisition and integration costs — — — — 11,687 11,687 Operating income (loss) $ (33,419 ) $ 24,142 $ 17,055 $ 3,631 $ (48,941 ) $ (37,532 ) Interest expense and financing costs, net (17,995 ) Loss on termination of financing agreements (1,788 ) Other expense, net (312 ) Change in value of common stock warrants 4,433 Change in value of contingent consideration 2,849 Equity earnings from Laramie Energy, LLC 2,849 Loss before income taxes (47,496 ) Income tax benefit 455 Net loss $ (47,041 ) Total assets $ 396,760 $ 19,070 $ 42,389 $ 87,695 $ 189,322 $ 735,236 Goodwill — — 13,796 6,990 — 20,786 Capital expenditures 8,720 3,259 487 300 1,534 14,300 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $205.9 million for the year ended December 31, 2014 . For the year ended December 31, 2013 Refining Logistics Retail Texadian Corporate, Eliminations and Other (1) Total Revenues $ 755,406 $ 19,798 $ 48,913 $ 100,149 $ (38,252 ) $ 886,014 Costs of revenue 769,038 11,075 39,461 83,483 (45,991 ) 857,066 Operating expense, excluding DD&A 20,440 988 5,823 — — 27,251 Lease operating expenses — — — — 5,676 5,676 Depreciation, depletion and amortization 1,222 468 577 2,009 1,706 5,982 Gain on sale of assets, net — — — — (50 ) (50 ) Trust litigation and settlements — — — — 6,206 6,206 General and administrative expense — — — — 21,494 21,494 Acquisition and integration costs — — — — 9,794 9,794 Operating (income) loss $ (35,294 ) $ 7,267 $ 3,052 $ 14,657 $ (37,087 ) $ (47,405 ) Interest expense and financing costs, net (13,285 ) Loss on termination of financing agreements (6,141 ) Other income, net 758 Change in value of common stock warrants (10,159 ) Equity earnings from Laramie Energy, LLC (2,941 ) Loss before income taxes (79,173 ) Income tax benefit — Net loss $ (79,173 ) Capital expenditures $ 7,328 $ 242 $ 483 $ (1,300 ) $ 1,015 $ 7,768 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $46.0 million for the year ended December 31, 2013 . |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Summarized quarterly data for the years ended December 31, 2015 and 2014 consist of the following (in thousands, except per share amounts): Year Ended December 31, 2015 Q1 Q2 Q3 Q4 Revenues $ 543,611 $ 583,759 $ 495,503 $ 443,464 Operating income (loss) 17,857 27,460 26,274 (10,077 ) Net income (loss) 462 11,723 14,740 (66,836 ) (1) Net income (loss) per share Basic $ 0.01 $ 0.31 $ 0.39 $ (1.72 ) Diluted $ 0.01 $ 0.31 $ 0.39 $ (1.72 ) Year Ended December 31, 2014 Q1 Q2 Q3 Q4 Revenues $ 743,246 $ 802,137 $ 854,286 $ 708,356 Operating income (loss) (14,802 ) (24,380 ) (36,598 ) 38,428 Net income (loss) (14,568 ) (24,677 ) (39,456 ) 31,660 Net income (loss) per share Basic $ (0.48 ) $ (0.81 ) $ (1.19 ) $ 0.86 Diluted $ (0.48 ) $ (0.81 ) $ (1.19 ) $ 0.84 ________________________________________________________ (1) During the fourth quarter of 2015, we recognized an impairment of $41.1 million on our equity investment in Laramie Energy. Please read Note 3—Investment in Laramie Energy, LLC . |
Disclosures About Capitalized C
Disclosures About Capitalized Costs, Costs Incurred (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Extractive Industries [Abstract] | |
Oil And Gas Property Successful Effort Method | Capitalized costs related to oil and gas activities are as follows (in thousands): December 31, 2015 2014 Company: Unproved properties $ — $ — Proved properties 1,122 1,122 1,122 1,122 Accumulated depreciation and depletion (862 ) (824 ) $ 260 $ 298 Company’s share of Laramie Energy: Unproved properties $ 9,253 $ 15,872 Proved properties 202,195 183,937 211,448 199,809 Accumulated depreciation and depletion (56,241 ) (49,666 ) $ 155,207 $ 150,143 |
Cost Incurred in Oil and Gas Property Acquisition, Exploration, and Development Activities Disclosure | Costs incurred in oil and gas activities including costs associated with assets retirement obligations, are as follows (in thousands): Year Ended December 31, 2015 2014 2013 Company: Development costs incurred on proved undeveloped reserves $ — $ — $ — Development costs—other — 102 142 Total $ — $ 102 $ 142 Company’s share of Laramie Energy: Unproved properties acquisition costs $ — $ — $ — Development costs—other 21,747 15,599 6,380 Total $ 21,747 $ 15,599 $ 6,380 |
Capitalized Exploratory Well Costs, Roll Forward | A summary of the results of operations for oil and gas producing activities, excluding general and administrative costs, is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Company: Revenue Oil and gas revenues $ 2,019 $ 5,984 $ 7,739 Expenses Production costs 5,283 5,673 5,696 Depletion and amortization 42 2,376 1,593 Exploration — — — Abandoned and impaired properties — — — Results of operations of oil and gas producing activities $ (3,306 ) $ (2,065 ) $ 450 Company’s share of Laramie Energy: Revenue Oil and gas revenues $ 14,217 $ 26,829 $ 20,364 Expenses Production costs 11,047 11,225 9,362 Impairment of unproved properties 3,977 — — Depletion and amortization 8,226 10,921 8,855 Results of operations of oil and gas producing activities $ (9,033 ) $ 4,683 $ 2,147 Total results of operations of oil and gas producing activities $ (12,339 ) $ 2,618 $ 2,597 |
Information Regarding Proved Oi
Information Regarding Proved Oil and Gas Reserves (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Extractive Industries [Abstract] | |
Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities | A summary of changes in estimated quantities of proved reserves for the years ended December 31, 2015 , 2014 and 2013 is as follows: Gas Oil NGLS Total (MMcf) (MBbl) (MBbl) (MMcfe) (1) Company: Balance at January 1, 2013 446 286 — 2,163 Revisions of quantity estimate 460 16 — 557 Extensions and discoveries 9 3 — 25 Production (253 ) (69 ) — (667 ) Balance at December 31, 2013 (2) 662 236 — 2,078 Revisions of quantity estimate 65 (67 ) 21 (211 ) Extensions and discoveries 8 1 — 14 Production (134 ) (93 ) (4 ) (716 ) Balance at December 31, 2014 (3) 601 77 17 1,165 Revisions of quantity estimate (330 ) (35 ) (15 ) (630 ) Extensions and discoveries — — — — Production (83 ) (36 ) (2 ) (311 ) Balance at December 31, 2015 (4) 188 6 — 224 Company’s share of Laramie Energy: Balance at January 1, 2013 122,650 831 6,345 165,706 Revisions of quantity estimate (3,944 ) (404 ) (1,589 ) (15,900 ) Extensions and discoveries 71,921 173 2,788 89,688 Production (4,030 ) (16 ) (143 ) (4,985 ) Balance at December 31, 2013 (2) 186,597 584 7,401 234,509 Revisions of quantity estimate 8,876 34 (1,689 ) (1,054 ) Extensions and discoveries 21,108 128 489 24,808 Production (4,831 ) (18 ) (125 ) (5,689 ) Balance at December 31, 2014 (3) 211,750 728 6,076 252,574 Revisions of quantity estimate (99,548 ) (316 ) (2,718 ) (117,752 ) Extensions and discoveries 32,041 131 1,007 38,869 Acquisitions and divestures (5,945 ) (20 ) (171 ) (7,091 ) Production (4,745 ) (20 ) (149 ) (5,759 ) Balance at December 31, 2015 (4) 133,553 503 4,045 160,841 Total at December 31, 2015 133,741 509 4,045 161,065 __________________________________________________ (1) MMcfe is based on a ratio of 6 Mcf to 1 barrel. (2) During 2013 , the Company's estimated proved reserves, inclusive of the Company's share of Laramie Energy's estimated proved reserves, increased by 68,718 MMcfe or approximately 41% . Extensions and discoveries related to our share of Laramie Energy's estimated proved reserves resulted in an increase of 89,688 MMcfe from the beginning of year reserves. These extensions and discoveries are primarily associated with successful completions by Laramie Energy. (3) During 2014 , the Company's estimated proved reserves, inclusive of the Company's share of Laramie Energy's estimated proved reserves, increased by 17,152 MMcfe or approximately 7% . Extensions and discoveries related to our share of Laramie Energy's estimated proved reserves resulted in an increase of 24,808 MMcfe from the beginning of year reserves. These extensions and discoveries are primarily associated with successful completions by Laramie Energy. (4) During 2015 , the Company's estimated proved reserves, inclusive of the Company's share of Laramie Energy's estimated proved reserves, decreased by 92,674 MMcfe or approximately 36.5% . Revisions of quantity estimate related to our share of Laramie Energy's estimated proved reserves resulted in a decrease of 117,752 MMcfe from the beginning of year reserves. These revisions of quantity estimate are primarily associated with wells becoming uneconomic during 2015. Gas Oil NGLS Total (MMcf) (MBbl) (MBbl) (MMcfe) (1) December 31, 2013 Proved developed reserves Company 662 236 — 2,078 Company's share of Laramie Energy 45,072 165 1,627 55,829 Total 45,734 401 1,627 57,907 Proved undeveloped reserves Company — — — — Company's share of Laramie Energy 141,525 419 5,774 178,680 Total 141,525 419 5,774 178,680 December 31, 2014 Proved developed reserves Company 601 77 17 1,165 Company's share of Laramie Energy 48,855 195 1,226 57,381 Total 49,456 272 1,243 58,546 Proved undeveloped reserves Company — — — — Company's share of Laramie Energy 162,895 533 4,850 195,193 Total 162,895 533 4,850 195,193 December 31, 2015 Proved developed reserves Company 188 6 — 224 Company's share of Laramie Energy 65,499 248 1,931 78,573 Total 65,687 254 1,931 78,797 Proved undeveloped reserves Company — — — — Company's share of Laramie Energy 68,054 255 2,114 82,268 Total 68,054 255 2,114 82,268 __________________________________________________ (1) MMcfe is based on a ratio of 6 Mcf to 1 barrel. CIG per MMbtu WTI per Bbl Base pricing, before adjustments for contractual (1) December 31, 2013 $ 3.53 $ 96.91 December 31, 2014 4.36 94.99 December 31, 2015 2.39 50.28 ______________________________________________ (1) Proved reserves are required to be calculated based on the 12-month, first day of the month historical average price in accordance with SEC rules. The prices shown above are base index prices to which adjustments are made for contractual deducts and other factors. |
Standardized Measure of Discounted Future Cash Flows Relating to Proved Reserves Disclosure | Future net cash flows presented below are computed using applicable prices (as summarized above) and costs and are net of all overriding royalty revenue interests. December 31, 2015 2014 2013 (in thousands) Company: Future net cash flows $ 690 $ 10,452 $ 26,861 Future costs Production 345 7,760 21,999 Development and abandonment 25 37 319 Income taxes (1) — — — Future net cash flows 320 2,655 4,543 10% discount factor (128 ) (889 ) (1,006 ) Discounted future net cash flows $ 192 $ 1,766 $ 3,537 Company’s share of Laramie Energy: Future net cash flows $ 425,596 $ 1,268,704 $ 984,205 Future costs Production 249,831 539,796 430,506 Development and abandonment 72,462 236,027 234,905 Income taxes (1) — — — Future net cash flows 103,303 492,881 318,794 10% discount factor (63,302 ) (322,282 ) (229,469 ) Discounted future net cash flows $ 40,001 $ 170,599 $ 89,325 Total discounted future net cash flows $ 40,193 $ 172,365 $ 92,862 _______________________________________________ (1) No income tax provision is included in the standardized measure of discounted future net cash flows calculation shown above as we do not project to be taxable or pay cash income taxes based on its available tax assets and additional tax assets generated in the development of its reserves because the tax basis of its oil and gas properties and NOL carryforwards exceeds the amount of discounted future net earnings. |
Schedule of Changes in Standardized Measure of Discounted Future Net Cash Flows | The principal sources of changes in the standardized measure of discounted net cash flows for the years ended December 31, 2015 , 2014 and 2013 are as follows (in thousands): Company Company's Share Total Balance at January 1, 2013 $ 8,010 $ 71,959 $ 79,969 Sales of oil and gas production during the period, net of (2,044 ) (10,478 ) (12,522 ) Net change in prices and production costs (3,833 ) (2,588 ) (6,421 ) Changes in estimated future development costs — 8,831 8,831 Extensions, discoveries and improved recovery 147 15,471 15,618 Revisions of previous quantity estimates, estimated timing of 395 (4,948 ) (4,553 ) Previously estimated development and abandonment costs — 3,142 3,142 Other 61 740 801 Accretion of discount 801 7,196 7,997 Balance at December 31, 2013 3,537 89,325 92,862 Sales of oil and gas production during the period, net of (1,288 ) (3,763 ) (5,051 ) Net change in prices and production costs (31 ) 35,837 35,806 Changes in estimated future development costs 118 (6,292 ) (6,174 ) Extensions, discoveries and improved recovery 85 4,914 4,999 Revisions of previous quantity estimates, estimated timing of (1,111 ) 27,632 26,521 Previously estimated development and abandonment costs 102 14,013 14,115 Other — — — Accretion of discount 354 8,933 9,287 Balance at December 31, 2014 1,766 170,599 172,365 Sales of oil and gas production during the period, net of (479 ) (5,753 ) (6,232 ) Acquisitions and divestitures — (4,789 ) (4,789 ) Net change in prices and production costs (679 ) (153,564 ) (154,243 ) Changes in estimated future development costs 8 788 796 Extensions, discoveries and improved recovery — 9,273 9,273 Revisions of previous quantity estimates, estimated timing of (601 ) (8,621 ) (9,222 ) Previously estimated development and abandonment costs — 15,008 15,008 Other — — — Accretion of discount 177 17,060 17,237 Balance at December 31, 2015 $ 192 $ 40,001 $ 40,193 |
Overview Additional Information
Overview Additional Information (Detail) - segment | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 17, 2015 | Jul. 31, 2015 | May. 29, 2015 | May. 28, 2015 | |
Operating segments | 3 | ||||
Laramie Energy Company | |||||
Ownership of Laramie Energy, LLC | 32.40% | 42.30% | 32.40% | 34.00% | 33.34% |
Summary of Significant Accoun54
Summary of Significant Accounting Policies Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Accelerated deferred financing costs | $ 4,008 | $ 5,771 |
Refining Equipment | Minimum | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 8 years | |
Refining Equipment | Maximum | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 47 years | |
Transportation Equipment | Minimum | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 3 years | |
Transportation Equipment | Maximum | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 30 years | |
Retail Site | Minimum | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 14 years | |
Retail Site | Maximum | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 18 years | |
Office Equipment | Minimum | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 3 years | |
Office Equipment | Maximum | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 7 years | |
Software and Software Development Costs | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 3 years |
Investment in Laramie Energy Ad
Investment in Laramie Energy Additional Information (Detail) - USD ($) | Feb. 22, 2016 | Jul. 31, 2015 | May. 29, 2015 | Mar. 09, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 17, 2015 | May. 28, 2015 |
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment in Laramie Energy, LLC | $ 27,529,000 | $ 12,000 | $ 303,000 | ||||||
Depreciation, depletion, amortization and accretion | 19,918,000 | 14,897,000 | 5,982,000 | ||||||
Unrealized loss (gain) on derivative contracts | (10,896,000) | 1,015,000 | 0 | ||||||
Laramie Energy Company | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Line credit maximum borrowing amount | 400,000,000 | ||||||||
Asset borrowing base currently at | 110,000,000 | ||||||||
Balance outstanding on the revolving credit facility | 77,300,000 | 98,000,000 | |||||||
Investment in Laramie Energy, LLC | $ 13,800,000 | $ 13,800,000 | |||||||
Depreciation, depletion, amortization and accretion | 24,600,000 | 32,800,000 | 26,600,000 | ||||||
Cost-method Investments, Realized Losses, Excluding Other than Temporary Impairments | 41,081,000 | 0 | 0 | ||||||
Unrealized loss (gain) on derivative contracts | 16,600,000 | 9,800,000 | $ 1,100,000 | ||||||
Impairment of unproved properties | 12,300,000 | ||||||||
Amount of equity in underlying assets exceeding carrying value | $ 55,400,000 | $ 14,700,000 | |||||||
Amortization of natural gas and oil properties | 15 years | ||||||||
Aggregate cost | $ 55,000,000 | ||||||||
Ownership of Laramie Energy, LLC | 32.40% | 34.00% | 32.40% | 42.30% | 33.34% | ||||
Unaffiliated Third Party | Laramie Energy Company | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment in Laramie Energy, LLC | $ 19,000,000 | ||||||||
Piceance Basin | Laramie Energy Company | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Aggregate cost | $ 157,500,000 | ||||||||
Subsequent Event | Laramie Energy Company | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Capital contribution | $ 100,000,000 | ||||||||
Common Stock | Subsequent Event | Laramie Energy Company | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Stock issued in a private transaction, net of offering cost (in shares) | 208,522 | ||||||||
Preferred Stock | Subsequent Event | Laramie Energy Company | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Stock issued in a private transaction, net of offering cost (in shares) | 30,000 |
Investment in Laramie Energy Ch
Investment in Laramie Energy Change in Equity Investment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | |||
Beginning balance | $ 104,657 | ||
Equity earnings (loss) from Laramie Energy | (55,983) | $ 2,849 | $ (2,941) |
Ending balance | 76,203 | 104,657 | |
Laramie Energy Company | |||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | |||
Beginning balance | 104,657 | 101,796 | 104,434 |
Equity earnings (loss) from Laramie Energy | (15,713) | 2,278 | (3,516) |
Accretion of basis difference | 811 | 571 | 575 |
Impairment | (41,081) | 0 | 0 |
Investments | 27,529 | 12 | 303 |
Ending balance | $ 76,203 | $ 104,657 | $ 101,796 |
Investment in Laramie Energy Su
Investment in Laramie Energy Summarized Financial Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
ASSETS | |||||||||||
Current assets | $ 531,752 | $ 460,789 | $ 531,752 | $ 460,789 | |||||||
Current liabilities | 365,040 | 310,806 | 365,040 | 310,806 | |||||||
Income (loss) from operations | (10,077) | $ 26,274 | $ 27,460 | $ 17,857 | 38,428 | $ (36,598) | $ (24,380) | $ (14,802) | 61,514 | (37,532) | $ (47,405) |
Net income (loss) | (66,836) | $ 14,740 | $ 11,723 | $ 462 | 31,660 | $ (39,456) | $ (24,677) | $ (14,568) | (39,911) | (47,041) | (79,173) |
Laramie Energy Company | |||||||||||
ASSETS | |||||||||||
Current assets | 8,511 | 13,168 | 8,511 | 13,168 | |||||||
Non-current assets | 514,206 | 468,379 | 514,206 | 468,379 | |||||||
Current liabilities | 18,158 | 17,103 | 18,158 | 17,103 | |||||||
Non-current liabilities | $ 98,624 | $ 105,774 | 98,624 | 105,774 | |||||||
Natural gas and oil revenues | 42,870 | 80,471 | 61,091 | ||||||||
Income (loss) from operations | (40,984) | 3,512 | (5,196) | ||||||||
Net income (loss) | $ (49,159) | $ 6,576 | $ (8,977) |
Acquisitions and Dispositions S
Acquisitions and Dispositions Summary of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Apr. 01, 2015 | Dec. 31, 2014 | Sep. 25, 2014 | Dec. 31, 2013 |
Goodwill | $ 41,327 | $ 20,786 | $ 20,603 | ||
Mid Pac Petroleum, LLC | |||||
Cash | $ 10,007 | ||||
Accounts receivable | 9,905 | ||||
Inventories | 5,375 | ||||
Prepaid and other current assets | 1,444 | ||||
Property, plant and equipment | 40,997 | ||||
Land | 34,800 | ||||
Goodwill | 27,531 | ||||
Intangible assets | 33,647 | ||||
Other non-current assets | 1,228 | ||||
Accounts payable and other current liabilities | (11,331) | ||||
Deferred tax liability | (16,759) | ||||
Other non-current liabilities | (7,235) | ||||
Total | 129,609 | ||||
Hawaii Independent Energy LLC | |||||
Accounts receivable | $ 59,553 | ||||
Inventories | 418,750 | ||||
Prepaid and other current assets | 2,497 | ||||
Property, plant and equipment | 59,670 | ||||
Land | 39,800 | ||||
Goodwill | 13,796 | ||||
Intangible assets | 4,596 | ||||
Accounts payable and other current liabilities | (18,542) | ||||
Contingent consideration liability | (11,980) | ||||
Other non-current liabilities | (7,561) | ||||
Total | $ 560,579 | ||||
Refining | |||||
Goodwill | 13,800 | ||||
Retail | |||||
Goodwill | 2,800 | ||||
Logistics | |||||
Goodwill | $ 11,000 |
Acquisitions and Dispositions U
Acquisitions and Dispositions Unaudited Pro Forma Financial Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Mid Pac Petroleum, LLC | |||
Business Acquisition [Line Items] | |||
Revenues | $ 2,093,587 | $ 3,361,739 | |
Net loss | $ (54,941) | $ (28,501) | |
Hawaii Independent Energy LLC | |||
Business Acquisition [Line Items] | |||
Revenues | $ 2,986,800 | ||
Net loss | $ (122,000) |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Additional Information - Mid Pac Acquisition (Detail) - USD ($) $ in Thousands | Apr. 01, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||||||||||||
Long-term Debt | $ 165,212 | $ 130,839 | $ 165,212 | $ 130,839 | |||||||||
Revenues | 2,066,337 | 3,108,025 | $ 886,014 | ||||||||||
Net income (loss) | $ (66,836) | $ 14,740 | $ 11,723 | $ 462 | $ 31,660 | $ (39,456) | $ (24,677) | $ (14,568) | (39,911) | (47,041) | $ (79,173) | ||
Mid Pac Petroleum, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Working capital settlement amount | $ 1,000 | ||||||||||||
Advanced deposit | $ 15,000 | 10,000 | |||||||||||
Acquisition related costs | 800 | $ 6,400 | |||||||||||
Cash consideration | 74,400 | ||||||||||||
Revenues | 147,600 | ||||||||||||
Net income (loss) | $ 10,600 | ||||||||||||
Mid Pac Petroleum, LLC | Mid Pac Petroleum, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Long-term Debt | 45,300 | ||||||||||||
Mid Pac Credit Agreement | Mid Pac Petroleum, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Long-term Debt | $ 55,000 |
Acquisitions and Disposals - Ad
Acquisitions and Disposals - Additional Information - Hawaii Independent Energy (Details) - USD ($) | Sep. 25, 2013 | Jan. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||||
Acquisition of Hawaii Independence Energy, LLC | $ (64,331,000) | $ (10,000,000) | $ 0 | ||
Contingent consideration liability, Carrying Value | 27,581,000 | $ 9,131,000 | |||
Hawaii Independent Energy LLC | |||||
Business Acquisition [Line Items] | |||||
Acquisition of Hawaii Independence Energy, LLC | $ (75,000,000) | ||||
Contingent consideration liability, Carrying Value | $ 27,600,000 | ||||
Start-up expenses for overhaul of co-generation turbine | 24,300,000 | ||||
Contingent consideration, earn out, percent of gross margin | 20.00% | ||||
Contingent consideration, acquiress's annual gross margin not subject to earnout | $ 165,000,000 | ||||
Contingent consideration, liability, annual cap | 20,000,000 | ||||
Funding of purchase of HIE from supply and exchange agreements | 378,200,000 | ||||
Acquisition related costs | $ 7,000,000 | ||||
Maximum | Hawaii Independent Energy LLC | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration liability, Carrying Value | $ 40,000,000 | ||||
Subsequent Event | |||||
Business Acquisition [Line Items] | |||||
Payments for Previous Acquisition | $ 1,000,000 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Crude oil and feedstocks | $ 86,530 | $ 62,594 |
Refined products and blendstock | 115,631 | 166,297 |
Warehouse stock and other | 17,276 | 14,962 |
Total | 219,437 | 243,853 |
Reserves for the lower of cost or market value of inventory | 23,700 | 2,400 |
Titled Inventory | ||
Crude oil and feedstocks | 18,404 | 0 |
Refined products and blendstock | 28,023 | 47,922 |
Warehouse stock and other | 17,276 | 14,962 |
Total | 63,703 | 62,884 |
Supply and Exchange Agreements | ||
Crude oil and feedstocks | 68,126 | 62,594 |
Refined products and blendstock | 87,608 | 118,375 |
Warehouse stock and other | 0 | 0 |
Total | $ 155,734 | $ 180,969 |
Prepaid and Other Current Ass63
Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Advances to suppliers for crude purchases | $ 36,247 | $ 0 |
Collateral posted with broker for derivative transactions | 20,926 | 0 |
Prepaid insurance | 6,773 | 8,188 |
Derivative assets | 4,577 | 1,015 |
Other | 6,914 | 5,821 |
Total | $ 75,437 | $ 15,024 |
Property, Plant and Equipment (
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Land | $ 74,600 | $ 39,800 | |
Buildings and equipment | 139,908 | 81,488 | |
Other | 6,355 | 2,035 | |
Total property, plant and equipment | 220,863 | 123,323 | |
Proved oil and gas properties | 1,122 | 1,122 | |
Less accumulated depreciation and depletion | (26,845) | (11,510) | |
Property, plant and equipment, net | 195,140 | 112,935 | |
Depreciation and depletion expense | $ 15,300 | $ 11,200 | $ 3,700 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Asset retirement obligation - beginning of period | $ 2,580 | $ 3,172 | $ 512 |
Obligations acquired | 5,725 | 0 | 2,601 |
Accretion expense | 604 | 239 | 59 |
Revision in estimate | 0 | (831) | 0 |
Asset retirement obligation - end of period | $ 8,909 | $ 2,580 | $ 3,172 |
Schedule of Goodwill (Detail)
Schedule of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 20,786 | $ 20,603 |
HIE acquisition purchase price allocation adjustments | 183 | |
Acquisition of Mid Pac | 27,531 | |
Impairment expense | (6,990) | |
Balance at end of period | $ 41,327 | $ 20,786 |
Discount rate | 15.00% |
Schedule of Finite-Lived Intang
Schedule of Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, gross | $ 41,580 | $ 13,498 | |||
Accumulated amortization of intangible assets | (7,212) | (5,992) | |||
Amortized intangible assets, Net | 34,368 | 7,506 | |||
Amortization expense | $ 4,400 | $ 3,700 | $ 2,300 | ||
Supplier relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, gross | 0 | 3,360 | |||
Accumulated amortization of intangible assets | 0 | (516) | |||
Amortized intangible assets, Net | 0 | 2,844 | |||
Railcar Leases | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, gross | 3,249 | 3,249 | |||
Accumulated amortization of intangible assets | (1,950) | (1,301) | |||
Amortized intangible assets, Net | 1,299 | 1,948 | |||
Historical Shipper Status | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, gross | 0 | 2,200 | |||
Accumulated amortization of intangible assets | 0 | (2,200) | |||
Amortized intangible assets, Net | 0 | 0 | |||
Trade names and trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, gross | 6,267 | 4,689 | |||
Accumulated amortization of intangible assets | (3,540) | (1,975) | |||
Amortized intangible assets, Net | 2,727 | 2,714 | |||
Customer Relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, gross | 32,064 | 0 | |||
Accumulated amortization of intangible assets | (1,722) | 0 | |||
Amortized intangible assets, Net | 30,342 | $ 0 | |||
Mid Pac Petroleum, LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Average useful life | 13 years 7 months | ||||
Commodity Marketing And Logistics | Supplier relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of intangible assets | $ 2,600 |
Finite-lived Intangible Assets
Finite-lived Intangible Assets Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 4,457 | |
2,017 | 3,307 | |
2,018 | 2,658 | |
2,019 | 2,658 | |
2,020 | 2,658 | |
Thereafter | 18,630 | |
Amortized intangible assets, Net | $ 34,368 | $ 7,506 |
Inventory Financing Agreements(
Inventory Financing Agreements(Textual) (Detail) barrel / d in Thousands | Jun. 01, 2015USD ($)barrel / dextension | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Feb. 29, 2016USD ($) | Sep. 01, 2015USD ($)payment |
Loss on termination of financing agreements | $ 19,669,000 | $ 1,788,000 | $ 6,141,000 | |||
Accelerated deferred financing costs | 4,008,000 | 5,771,000 | ||||
Supply and Offtake Agreements | ||||||
Supply and offtake agreement terms | 3 years | |||||
Number Of commitment extensions | extension | 2 | |||||
Commitment period | 1 year | |||||
Barrels of crude per day provided by J. Aron | barrel / d | 94 | |||||
Handling fees | 6,900,000 | |||||
Supply and exchange agreement expenses | 1,500,000 | |||||
Amount of deferred payment arrangement | $ 125,000,000 | 63,600,000 | ||||
Percentage of receivables and inventory for deferred payment | 85.00% | |||||
Deferral arrangement fee | $ 1,300,000 | |||||
Outstanding amount of deferred payment arrangement | 35,300,000 | |||||
Fee agreement receivable | 12,600,000 | $ 18,000,000 | ||||
Number of fee agreement payments | payment | 14 | |||||
Supply and Exchange Agreements | ||||||
Handling fees | 6,900,000 | 16,500,000 | 3,700,000 | |||
Supply and exchange agreement expenses | 2,300,000 | $ 4,200,000 | $ 1,100,000 | |||
Loss on termination of financing agreements | $ 17,400,000 | |||||
Price variance loss commitment | 13,300,000 | |||||
Accelerated deferred financing costs | 5,600,000 | |||||
Exit fee received | $ 1,500,000 | |||||
London Interbank Offered Rate (LIBOR) | Supply and Offtake Agreements | ||||||
Margin on LIBOR rate | 3.75% | |||||
Deferred payment availability fee | 0.75% | |||||
Subsequent Event | Supply and Offtake Agreements | ||||||
Fee agreement receivable | $ 14,600,000 | |||||
Number of fee agreement payments | 18 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 170,119 | $ 138,951 |
Less unamortized discount | (899) | (2,341) |
Less deferred financing costs | (4,008) | (5,771) |
Total debt, net of unamortized debt discount | 165,212 | 130,839 |
Less current maturities | (11,000) | (29,100) |
Long-term debt, net of current maturities and unamortized discount | 154,212 | 101,739 |
KeyBank Credit Agreement | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 0 | |
Tranche B Loan | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 60,119 | 89,701 |
HIE Retail Credit Agreement | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 0 | 22,750 |
Texadian Uncommitted Credit Agreement | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 0 | $ 26,500 |
Texadian Uncommitted Credit Agreement | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding | $ 1,200 |
Debt - Long-Term Debt Maturitie
Debt - Long-Term Debt Maturities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,016 | $ 11,000 | |
2,017 | 11,000 | |
2,018 | 71,119 | |
2,019 | 11,000 | |
2,020 | 11,000 | |
Thereafter | 55,000 | |
Total debt, net of unamortized debt discount | $ 170,119 | $ 138,951 |
Debt - KeyBank Credit Agreement
Debt - KeyBank Credit Agreement (Details) | Dec. 27, 2015 | Dec. 31, 2015 | Dec. 17, 2015USD ($) |
KeyBank Credit Agreement | |||
Debt Instrument [Line Items] | |||
Interest rate during period | 3.625% | ||
Interest coverage ratio | 2.50 | ||
Debt service coverage ratio | 1.25 | ||
KeyBank Credit Agreement | Term Loan | |||
Debt Instrument [Line Items] | |||
Line credit maximum borrowing amount | $ 110,000,000 | ||
KeyBank Credit Agreement | Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Line credit maximum borrowing amount | $ 5,000,000 | ||
If Leverage Ratio Is Less Than Three | Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument margin rate | 1.50% | ||
If Leverage Ratio Is Less Than Three | Revolving Credit Facility | Eurodollar | |||
Debt Instrument [Line Items] | |||
Debt instrument margin rate | 2.50% | ||
If Leverage Ratio Is Between Three And Three Point Five | Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument margin rate | 1.75% | ||
If Leverage Ratio Is Between Three And Three Point Five | Revolving Credit Facility | Eurodollar | |||
Debt Instrument [Line Items] | |||
Debt instrument margin rate | 2.75% | ||
If Leverage Ratio is Between Three Point Five and Four | Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument margin rate | 2.00% | ||
If Leverage Ratio is Between Three Point Five and Four | Revolving Credit Facility | Eurodollar | |||
Debt Instrument [Line Items] | |||
Debt instrument margin rate | 3.00% | ||
If Leverage Ratio Is Greater Than Four | Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument margin rate | 2.25% | ||
If Leverage Ratio Is Greater Than Four | Revolving Credit Facility | Eurodollar | |||
Debt Instrument [Line Items] | |||
Debt instrument margin rate | 3.25% | ||
December 31, 2015 — December 31, 2017 | KeyBank Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum leverage ratio | 4.5 | ||
March 31, 2018 — December 31, 2018 | KeyBank Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum leverage ratio | 4.25 | ||
March 31, 2019 and each fiscal quarter-end thereafter | KeyBank Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum leverage ratio | 4 |
Debt - Term Loan (Details)
Debt - Term Loan (Details) - USD ($) | Sep. 03, 2014 | Jul. 11, 2014 | Dec. 31, 2015 | Mar. 31, 2015 |
Debt Instrument [Line Items] | ||||
Repayment of advance | $ 11,000,000 | |||
Senior Secured Delayed Draw Term Loan | ||||
Debt Instrument [Line Items] | ||||
Repayment of advance | $ 35,000,000 | |||
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Line credit maximum borrowing amount | $ 50,000,000 | |||
Original issue discount | 5.00% | |||
Bridge Loan | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Line credit maximum borrowing amount | $ 75,000,000 | |||
Financing costs expensed | $ 1,800,000 | |||
Minimum | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Interest rate during period | 10.00% | |||
Maximum | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Interest rate during period | 12.00% |
Debt - ABL Facility (Details)
Debt - ABL Facility (Details) - ABL Revolving Credit Facility - USD ($) | Jun. 01, 2015 | Sep. 25, 2013 |
Debt Instrument [Line Items] | ||
Line credit maximum borrowing amount | $ 125,000,000 | |
Senior secured revolving credit facility used for letters of credit issuance | 50,000,000 | |
Balance outstanding on the revolving credit facility | $ 15,000,000 | |
Other Operating Income (Expense) | ||
Debt Instrument [Line Items] | ||
Financing costs expensed | $ 1,800,000 |
Debt - Retail Credit Agreement
Debt - Retail Credit Agreement (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | May. 15, 2015 | Dec. 31, 2014 | Nov. 14, 2013 | |
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 165,212,000 | $ 130,839,000 | ||
Retail Credit Agreement | HIE Retail | New Term Loans | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 7,900,000 | |||
Retail Credit Agreement | Term Loan | HIE Retail | ||||
Debt Instrument [Line Items] | ||||
Line credit maximum borrowing amount | $ 22,000,000 | $ 30,000,000 | ||
Debt Issuance Cost | $ 58,000 | |||
Retail Credit Agreement | Revolving Credit Facility | HIE Retail | ||||
Debt Instrument [Line Items] | ||||
Line credit maximum borrowing amount | $ 5,000,000 |
Debt - Texadian Uncommitted Cre
Debt - Texadian Uncommitted Credit Agreement (Details) | Dec. 31, 2015USD ($) | Feb. 20, 2015USD ($) | Jun. 12, 2013USD ($) |
Texadian Uncommitted Credit Agreement | |||
Debt Instrument [Line Items] | |||
Line credit maximum borrowing amount | $ 50,000,000 | ||
Consolidated leverage ratio minimum | 5 | ||
Letters of credit outstanding | $ 2,000,000 | ||
Texadian Canada | Texadian Uncommitted Credit Agreement | |||
Debt Instrument [Line Items] | |||
Ownership interested pledged as collaterall | 65.00% | ||
Texadian | Texadian Uncommitted Credit Agreement | |||
Debt Instrument [Line Items] | |||
Ownership interested pledged as collaterall | 100.00% | ||
Texadian Uncommitted Credit Agreement | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Line credit maximum borrowing amount | $ 200,000,000 |
Debt - Mid Pac Agreement (Detai
Debt - Mid Pac Agreement (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 01, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Long-term Debt | $ 165,212,000 | $ 130,839,000 | |
Secured Debt | Mid Pac Credit Agreement | |||
Debt Instrument [Line Items] | |||
Line credit maximum borrowing amount | $ 50,000,000 | ||
Revolving Credit Facility | Mid Pac Credit Agreement | |||
Debt Instrument [Line Items] | |||
Line credit maximum borrowing amount | 5,000,000 | ||
Mid Pac Petroleum, LLC | Mid Pac Credit Agreement | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 55,000,000 | ||
Mid Pac Petroleum, LLC | |||
Debt Instrument [Line Items] | |||
Extinguishment Of Debt, Financing Costs Expensed | $ 381,000 | ||
Mid Pac Petroleum, LLC | Mid Pac Petroleum, LLC | |||
Debt Instrument [Line Items] | |||
Long-term Debt | $ 45,300,000 |
Debt - Guarantors (Details)
Debt - Guarantors (Details) | Jun. 23, 2015USD ($) |
Debt Disclosure [Abstract] | |
Debt Instruments, Initial Offering Price | $ 750,000,000 |
Derivatives Narrative (Details)
Derivatives Narrative (Details) - Subsequent Event - Interest Rate Swap barrel in Thousands, $ in Millions | Feb. 29, 2016USD ($)barrel |
Credit Derivatives [Line Items] | |
Notional amount | $ | $ 200 |
Fixed interest rate | 1.10% |
Forward Contracts | Over the Counter | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 52 |
Long | Future | Over the Counter | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 403 |
Short | Future | Over the Counter | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 239 |
Short | Forward Contracts | Over the Counter | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 95 |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivatives Fair Value Amounts (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Prepaid Expenses and Other Current Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | $ 20,900 | |
Other Long Term Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | 7,000 | |
Fair Value, Measurements, Recurring | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of derivative asset | 44,036 | $ 1,015 |
Fair Value, Measurements, Recurring | Embedded Derivative | Prepaid Expenses and Other Current Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 4,577 | 1,015 |
Fair Value, Measurements, Recurring | Options Collar | Other Accrued Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | (9,534) | 0 |
Fair Value, Measurements, Recurring | Options Collar | Other Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | (4,925) | |
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of derivative asset | 9,810 | $ 0 |
Exchange Traded | Equity Option | Fair Value, Measurements, Recurring | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of derivative asset | 9,810 | |
Exchange Traded | Fair Value, Inputs, Level 3 | Equity Option | Fair Value, Measurements, Recurring | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of derivative asset | $ 9,810 |
Derivatives - Schedule of Pre-T
Derivatives - Schedule of Pre-Tax Gain (Loss) Recognized in the Statement of Operations (Details) - Cost of revenues - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commodity derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Cost of revenues | $ 14,367 | $ 8,228 | $ 410 |
J. Aron repurchase obligation derivative | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Cost of revenues | $ 12,654 | $ 0 | $ 0 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Apr. 01, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill | $ 41,327 | $ 20,786 | $ 20,603 | |
Deferred tax liability | $ 0 | (39) | ||
Mid Pac Petroleum, LLC | ||||
Net working capital | $ 15,400 | |||
Goodwill | 27,531 | |||
Intangible assets | 33,647 | |||
Other Assets, Fair Value Disclosure | 1,228 | |||
Deferred tax liability | (16,759) | |||
Other non-current liabilities | (7,235) | |||
Total | 129,609 | |||
Mid Pac Petroleum, LLC | Property, Plant and Equipment | ||||
Property, plant and equipment | 40,997 | |||
Mid Pac Petroleum, LLC | Land | ||||
Property, plant and equipment | $ 34,800 | |||
Purchase Price Allocation of PHR | ||||
Net working capital | 462,258 | |||
Goodwill | 13,796 | |||
Intangible assets | 4,596 | |||
Long-term capital lease obligations | (11,980) | |||
Other non-current liabilities | (7,561) | |||
Total | 560,579 | |||
Purchase Price Allocation of PHR | Property, Plant and Equipment | ||||
Property, plant and equipment | 59,670 | |||
Purchase Price Allocation of PHR | Land | ||||
Property, plant and equipment | $ 39,800 |
Fair Value Measurements Narrati
Fair Value Measurements Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Laramie Energy Company | |||
Schedule of Equity Method Investments [Line Items] | |||
Cost-method Investments, Realized Losses, Excluding Other than Temporary Impairments | $ 41,081 | $ 0 | $ 0 |
Fair Value Measurements Fair Fa
Fair Value Measurements Fair Falue of Outstanding Common Stock Warrants (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock price | $ 23.54 | $ 16.25 |
Weighted-average exercise price | $ 0.10 | $ 0.10 |
Term (years) | 6 years 8 months 1 day | 7 years 8 months 1 day |
Risk-free interest rate | 2.04% | 2.01% |
Risk-free interest rate | 43.00% | 50.20% |
Fair value of common stock warrants | $ 23.47 | $ 16.17 |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock warrants outstanding (in shares) | 345,135 | 749,148 |
Fair Value Measurements Assets
Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of derivative asset | $ 44,036 | $ 1,015 |
Prepaid Expenses and Other Current Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash collateral | 20,900 | |
Other Long Term Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash collateral | 7,000 | |
Warrant | Warrant | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset (Liability) | (8,096) | (12,123) |
Contingent Consideration Liability | Contingent Consideration Liability | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset (Liability) | (27,581) | (9,131) |
Embedded Derivative | Prepaid Expenses and Other Current Assets | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset (Liability) | 4,577 | 1,015 |
Options Collar | Other Accrued Liabilities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset (Liability) | (9,534) | $ 0 |
Options Collar | Other Liabilities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset (Liability) | $ (4,925) |
Fair Value Measurements Pre-Tax
Fair Value Measurements Pre-Tax Gain (Loss) Recognized From Derivative Instruments (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Change in value of common stock warrants | Warrant | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Earnings | $ (3,664) | $ 4,433 | $ (10,159) |
Change in value of contingent consideration | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Earnings | (18,450) | 2,849 | 0 |
Commodity derivatives | Cost of revenues | |||
Cost of revenues | 14,367 | 8,228 | 410 |
J. Aron repurchase obligation derivative | Cost of revenues | |||
Cost of revenues | $ 12,654 | $ 0 | $ 0 |
Fair Value Measurements Derivat
Fair Value Measurements Derivative Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Fair value of derivative asset | $ 44,036 | $ 1,015 |
Derivative Asset, Fair Value, Gross Liability | (39,459) | 0 |
Derivative Asset | 4,577 | 1,015 |
Liabilities | ||
Fair value of derivative liability | (79,785) | (21,254) |
Derivative Liability, Fair Value, Gross Asset | 39,459 | 0 |
Derivative Liability | (40,326) | (21,254) |
Cash collateral | 28,000 | 20 |
Fair Value, Inputs, Level 1 | ||
Assets | ||
Fair value of derivative asset | 429 | 1,015 |
Liabilities | ||
Fair value of derivative liability | (396) | 0 |
Fair Value, Inputs, Level 2 | ||
Assets | ||
Fair value of derivative asset | 33,797 | 0 |
Liabilities | ||
Fair value of derivative liability | (43,712) | 0 |
Fair Value, Inputs, Level 3 | ||
Assets | ||
Fair value of derivative asset | 9,810 | 0 |
Liabilities | ||
Fair value of derivative liability | (35,677) | (21,254) |
Exchange Traded | Future | ||
Assets | ||
Fair value of derivative asset | 34,226 | 1,015 |
Derivative Asset, Fair Value, Gross Liability | (29,649) | 0 |
Derivative Asset | 4,577 | 1,015 |
Liabilities | ||
Fair value of derivative liability | (44,108) | |
Derivative Liability, Fair Value, Gross Asset | 29,649 | |
Derivative Liability | (14,459) | |
Exchange Traded | Equity Option | ||
Assets | ||
Fair value of derivative asset | 9,810 | |
Derivative Asset, Fair Value, Gross Liability | (9,810) | |
Derivative Asset | 0 | |
Liabilities | ||
Fair value of derivative liability | 0 | |
Derivative Liability, Fair Value, Gross Asset | 9,810 | |
Derivative Liability | 9,810 | |
Exchange Traded | Fair Value, Inputs, Level 1 | Future | ||
Assets | ||
Fair value of derivative asset | 429 | 1,015 |
Liabilities | ||
Fair value of derivative liability | (396) | |
Exchange Traded | Fair Value, Inputs, Level 1 | Equity Option | ||
Assets | ||
Fair value of derivative asset | 0 | |
Liabilities | ||
Fair value of derivative liability | 0 | |
Exchange Traded | Fair Value, Inputs, Level 2 | Future | ||
Assets | ||
Fair value of derivative asset | 33,797 | 0 |
Exchange Traded | Fair Value, Inputs, Level 2 | Equity Option | ||
Assets | ||
Fair value of derivative asset | 0 | |
Liabilities | ||
Fair value of derivative liability | 0 | |
Exchange Traded | Fair Value, Inputs, Level 3 | Future | ||
Assets | ||
Fair value of derivative asset | 0 | 0 |
Exchange Traded | Fair Value, Inputs, Level 3 | Equity Option | ||
Assets | ||
Fair value of derivative asset | 9,810 | |
Liabilities | ||
Fair value of derivative liability | 0 | |
Over the Counter | ||
Liabilities | ||
Warrants and Rights Outstanding | (8,096) | (12,123) |
Contingent Consideration, Earn Out Provision, Fair Value Disclosure | (27,581) | (9,131) |
Over the Counter | Fair Value, Inputs, Level 1 | ||
Liabilities | ||
Warrants and Rights Outstanding | 0 | 0 |
Contingent Consideration, Earn Out Provision, Fair Value Disclosure | 0 | 0 |
Over the Counter | Fair Value, Inputs, Level 2 | ||
Liabilities | ||
Warrants and Rights Outstanding | 0 | 0 |
Contingent Consideration, Earn Out Provision, Fair Value Disclosure | 0 | 0 |
Over the Counter | Fair Value, Inputs, Level 2 | Future | ||
Liabilities | ||
Fair value of derivative liability | (43,712) | |
Over the Counter | Fair Value, Inputs, Level 3 | ||
Liabilities | ||
Warrants and Rights Outstanding | (8,096) | (12,123) |
Contingent Consideration, Earn Out Provision, Fair Value Disclosure | (27,581) | $ (9,131) |
Over the Counter | Fair Value, Inputs, Level 3 | Future | ||
Liabilities | ||
Fair value of derivative liability | $ 0 |
Fair Value Measurements Deriv88
Fair Value Measurements Derivative Instruments Measured at Fair Value (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, at beginning of period | $ (21,254) | $ (29,316) | $ (10,945) |
Settlements | 7,691 | 780 | 3,723 |
Acquired | (2,844) | 0 | (11,980) |
Total unrealized income (loss) included in earnings | (9,460) | 7,282 | (10,114) |
Balance, at end of period | $ (25,867) | $ (21,254) | $ (29,316) |
Fair Value Measurements Carryin
Fair Value Measurements Carrying Value and Fair Value of Long-Term Debt and Other Financial Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Common stock warrants, Carrying Value | $ 8,096 | $ 12,123 |
Contingent consideration liability, Carrying Value | 27,581 | 9,131 |
Contingent consideration liability, Fair Value | $ 27,581 | $ 9,131 |
Long term debt fair value | 9.63% | 14.11% |
KeyBank Credit Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Line of credit, Carrying Value | $ 110,000 | |
Lines of credit, Fair Value | 110,000 | |
HIE Retail Credit Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Line of credit, Carrying Value | $ 22,750 | |
Lines of credit, Fair Value | 22,750 | |
Texadian Uncommitted Credit Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Line of credit, Carrying Value | 26,500 | |
Lines of credit, Fair Value | 26,500 | |
Tranche B Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Line of credit, Carrying Value | 60,119 | 87,360 |
Lines of credit, Fair Value | 62,037 | 87,068 |
Warrant | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Common stock warrants, Carrying Value | 8,096 | 12,123 |
Common stock warrants, Fair Value | $ 8,096 | $ 12,123 |
Commitments and Contingencies C
Commitments and Contingencies Commitment and Contingencies - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($)claim | Dec. 31, 2014USD ($) | |
Long-term Purchase Commitment [Line Items] | ||
Maximum Bankruptcy Claims Remaining | $ 22,400,000 | |
Predecessor Working Ownership Percentage | 2.40% | |
Minimum EBITDA benchmark for earnout | $ 3,500,000 | |
Maximum earnout payment amount | 4,500,000 | |
Contingent consideration, liability | 27,581,000 | $ 9,131,000 |
Bankruptcy Claims, Amount of Claims Settled | $ 666,000 | |
Bankruptcy Claims, Number of Claims Settled | claim | 6 | |
Settlement Liabilities, Current | $ 1,100,000 | |
Bankruptcy Claims Number Of Claims To Be Settled | claim | 12 | |
Bankruptcy Claims Amount Of Claims To Be Settled | $ 23,100,000 | |
Tesoros | ||
Long-term Purchase Commitment [Line Items] | ||
Deductible for indemnification obligation | 1,000,000 | |
Indemnification obligation cap | 15,000,000 | |
Clear Air Act Violation | ||
Long-term Purchase Commitment [Line Items] | ||
Final decree low estimate | 20,000,000 | |
Final decree high estimate | 30,000,000 | |
Pending Litigation | ||
Long-term Purchase Commitment [Line Items] | ||
Claim amount for environmental losses | 1,000,000 | |
Tesoro Earnout Dispute | ||
Long-term Purchase Commitment [Line Items] | ||
Contingent consideration, liability | $ 1,000,000 | $ 0 |
Commitments and Contingencies A
Commitments and Contingencies Additional Information (Detail) - USD ($) $ in Millions | Apr. 22, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Long-term Purchase Commitment [Line Items] | ||||
Capital lease obligation term | 17 years | |||
Capital lease renewal term | with four five-year renewal options | |||
Operating lease term | 50 years | |||
Remaining term on operating lease | 12 years | |||
Rent expense | $ 17.7 | $ 30.2 | $ 6.2 | |
Customer Revenue Description | no individual customer accounted for more than 10% of our consolidated revenue | 0 | 0 | |
Texadian Energy Inc | ||||
Long-term Purchase Commitment [Line Items] | ||||
Service agreement term | 4 years | |||
Agreement commitment amount | $ 28 |
Commitments and Contingencies92
Commitments and Contingencies Capital Lease Payment Schedule (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 712 |
2,017 | 672 |
2,018 | 578 |
2,019 | 433 |
2,020 | 0 |
Thereafter | 0 |
Total minimum lease payments | 2,395 |
Less amount representing interest | 308 |
Total minimum rental payments | $ 2,087 |
Commitments and Contingencies O
Commitments and Contingencies Operating Lease Payment Schedule (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 27,443 |
2,017 | 18,269 |
2,018 | 12,864 |
2,019 | 10,351 |
2,020 | 5,805 |
Thereafter | 24,192 |
Total minimum rental payments | $ 98,924 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) $ / shares in Units, $ in Thousands | Nov. 25, 2015USD ($)$ / sharesshares | Jan. 29, 2014$ / shares | Sep. 25, 2013USD ($)shares | Aug. 31, 2014USD ($)shares | Jul. 31, 2014$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($) |
Class of Stock [Line Items] | ||||||||
Stock split, conversion ratio | 0.1 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Common stock, shares authorized | shares | 500,000,000 | 500,000,000 | ||||||
Stock price | $ / shares | $ 23.54 | $ 16.25 | ||||||
Proceeds from sale of common stock, net of offering costs | $ 199,200 | $ 101,500 | $ 76,056 | $ 103,949 | $ 199,170 | |||
Payments of stock issuance costs | $ 1,000 | $ 237 | $ 830 | |||||
Transferable subscription right with respect to each share of common stock | 1 | |||||||
Common stock per subscription right | shares | 0.21 | |||||||
Subscription right exercise price | $ / shares | $ 16 | |||||||
Common stock, shares issued | shares | 14,400,000 | 6,400,000 | 41,009,924 | 37,068,886 | ||||
Offering costs | $ 830 | $ 237 | ||||||
Maximum amount of repurchase rights agreement | $ 50,000 | |||||||
Private Placement | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | shares | 3,400,000 | |||||||
Stock price | $ / shares | $ 22 | |||||||
Proceeds from sale of common stock, net of offering costs | $ 74,800 | |||||||
Payments of stock issuance costs | 1,000 | |||||||
Proceeds from issuance of common stock, net | $ 73,800 |
Stockholders' Equity - Incentiv
Stockholders' Equity - Incentive Plan (Details) - USD ($) shares in Thousands, $ in Millions | Jun. 12, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 20, 2012 |
Class of Stock [Line Items] | ||||
Number of shares authorized | 1,600 | |||
Available future grants and awards (in shares) | 120 | 120 | ||
Shares of compensation authorized to be issued under the Incentive Plan (in shares) | 4,000 | |||
Award vesting period | 4 years | |||
Registration statement effectiveness purchase price allocation percentage | 0.75% | 0.75% | ||
Registration statement effectiveness penalty percentage | 0.25% | 0.25% | ||
Stock Purchase Plan | Employee Stock | ||||
Class of Stock [Line Items] | ||||
Maximum stock purchase per employee | $ 1 | |||
Stock Purchase Plan restricted sale of stock period | 2 years | |||
Percent of common stock granted in proportion to common stock purchased | 20.00% | |||
Vesting percentage of restricted stock granted in relation to shares purchased under the Stock Purchase Plan | 50.00% | |||
Vesting period of restricted stock granted in relation to shares purchased under the Stock Purchase Plan | 2 years | |||
Term for stock option purchase in relation to Stock Purchase Plan | 5 years | |||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 50.00% | |||
Vesting period of stock options purchased in relation to shares purchased under the Stock Purchase Plan | 2 years | |||
Non-Employee Chairman | Stock Purchase Plan | Employee Stock | ||||
Class of Stock [Line Items] | ||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 50.00% | |||
Non-Employee Board Member | Stock Purchase Plan | Employee Stock | ||||
Class of Stock [Line Items] | ||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 35.00% | |||
Minimum | Executive Officer | Stock Purchase Plan | Employee Stock | ||||
Class of Stock [Line Items] | ||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 50.00% | |||
Maximum | Executive Officer | Stock Purchase Plan | Employee Stock | ||||
Class of Stock [Line Items] | ||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 70.00% |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plan (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Awards, Shares | |||
Non vested balance, beginning of period | 567 | 524 | 219 |
Non vested balance, end of period | 438 | 567 | 524 |
Long Term Incentive Plan | |||
Stock Awards, Shares | |||
Granted | 214 | 239 | 356 |
Vested | (229) | (196) | (51) |
Forfeited | (114) | 0 | 0 |
Stock Awards, Weighted-Average Grant Date Fair Value | |||
Non vested balance, beginning of period (USD per share) | $ 17.65 | $ 16.29 | $ 12 |
Granted (USD per share) | 18.24 | 18.49 | 18.32 |
Vested (USD per share) | 17.29 | 15.04 | 12 |
Forfeitured (USD per share) | 19.51 | 0 | 0 |
Non vested balance, end of period (USD per share) | $ 18.84 | $ 17.65 | $ 16.29 |
Stockholders' Equity - Stock Pu
Stockholders' Equity - Stock Purchase Plan (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 12, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 08, 2014 |
Class of Stock [Line Items] | ||||||
Weighted average exercise price | $ 17.77 | $ 17.77 | $ 16.18 | |||
Vested and expected to vest, outstanding | 110,000 | |||||
Compensation cost | $ 1.7 | |||||
Weighted average exercise price | $ 21.44 | |||||
Restricted Stock | ||||||
Class of Stock [Line Items] | ||||||
Compensation expense | $ 3.7 | 4.8 | $ 1.2 | |||
Unrecognized compensation costs related to restricted stock awards | $ 7.1 | $ 7.1 | $ 7.5 | $ 8.1 | ||
Period of stock option compensation cost recognition | 2 years 10 months 28 days | |||||
Weighted average compensation cost recognition in period | 3 years 9 months | 4 years 4 months 13 days | ||||
Employee Stock Option | ||||||
Class of Stock [Line Items] | ||||||
Weighted average exercise price | $ 8.36 | $ 8.36 | $ 5.91 | |||
Unrecognized compensation costs related to restricted stock awards | $ 2.8 | $ 2.8 | $ 2.2 | |||
Period of stock option compensation cost recognition | 1 year 11 months 5 days | 2 years | ||||
Stock Purchase Plan | Employee Stock | ||||||
Class of Stock [Line Items] | ||||||
Maximum stock purchase per employee | $ 1 | |||||
Stock Purchase Plan restricted sale of stock period | 2 years | |||||
Percent of common stock granted in proportion to common stock purchased | 20.00% | |||||
Vesting percentage of restricted stock granted in relation to shares purchased under the Stock Purchase Plan | 50.00% | |||||
Vesting period of restricted stock granted in relation to shares purchased under the Stock Purchase Plan | 2 years | |||||
Term for stock option purchase in relation to Stock Purchase Plan | 5 years | |||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 50.00% | |||||
Vesting period of stock options purchased in relation to shares purchased under the Stock Purchase Plan | 2 years | |||||
Non-Employee Chairman | Stock Purchase Plan | Employee Stock | ||||||
Class of Stock [Line Items] | ||||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 50.00% | |||||
Non-Employee Board Member | Stock Purchase Plan | Employee Stock | ||||||
Class of Stock [Line Items] | ||||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 35.00% | |||||
President, Chief Executive Officer, Chairman, Vice Chairman and Board of Directors | ||||||
Class of Stock [Line Items] | ||||||
Options granted in period | 1,050,000 | |||||
Minimum | Executive Officer | Stock Purchase Plan | Employee Stock | ||||||
Class of Stock [Line Items] | ||||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 50.00% | |||||
Maximum | Executive Officer | Stock Purchase Plan | Employee Stock | ||||||
Class of Stock [Line Items] | ||||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 70.00% | |||||
Share-based Compensation Award, Tranche One [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares vested | 27,000 | |||||
Mid Pac Petroleum, LLC | Share-based Compensation Award, Tranche Two [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares determined by closing or termination of Koko'oha acquisition | 83,000 | |||||
General and Administrative Expense | Employee Stock Option | ||||||
Class of Stock [Line Items] | ||||||
Compensation expense | $ 1.5 | $ 0.2 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted Average Assumptions Stock Options Granted (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Expected life from date of grant (years) | 6 years 5 months | 5 years |
Expected volatility | 35.00% | 35.00% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.81% | 1.76% |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity Schedule (Detail) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options | ||
Outstanding, Beginning of year (in shares) | 401 | |
Issued (in shares) | 257 | |
Forfeited / canceled (in shares) | (17) | |
Outstanding, End of year (in shares) | 641 | 401 |
Exercisable, end of year (in shares) | 175 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning of year (USD per share) | $ 16.18 | |
Issued (USD per share) | 20.68 | |
Forfeited / canceled (USD per share) | 15.12 | |
Outstanding, end of year (USD per share) | $ 17.77 | $ 16.18 |
Weighted-Average Remaining Contractual Term in Years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 11 months | 5 years 6 months |
Aggregate Intrinsic Value | ||
Outstanding at December 31, 2014 | $ 2,500 | $ 0 |
Exercisable at December 31, 2015 | $ 1,400 | |
Employee Stock Option | ||
Weighted-Average Exercise Price | ||
Outstanding, beginning of year (USD per share) | $ 5.91 | |
Outstanding, end of year (USD per share) | $ 8.36 | $ 5.91 |
Benefit Plans Post Retirement M
Benefit Plans Post Retirement Medical Plan Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)age | Dec. 31, 2014USD ($)age | Dec. 31, 2013USD ($) | |
Schedule of Defined Benefit Plans and Defined Contribution Plans Disclosures [Line Items] | |||
Company contribution percentage | 3.00% | ||
Company maximum match percentage | 6.00% | ||
Total plan contributions | $ 1,400 | $ 1,200 | $ 502 |
Post-retirement medical, maximum age of coverage | age | 65 | ||
Post-retirement medical, minimum service requirement | 5 years | ||
Post-retirement medical, minimum age of coverage | age | 55 | ||
Post-retirement medical, post 55, pre 2006 employee percentage of monthly insurance | 20.00% | ||
Post-retirement medical, post 55, post 2006 employee percentage of monthly insurance | 100.00% | ||
Post-retirement medical, post 2006 reduction in premium service requirement | 10 years | ||
Post-retirement medical, post 55 with post 2006 reduction in premium service requirement percentage of monthly insurance | 50.00% | ||
Weighted-average discount rates used to determine the benefit obligations | 3.50% | 4.50% | |
Weighted average discount rate use to determine net periodic benefit costs | 3.50% | 4.50% | 4.50% |
Minimum | |||
Schedule of Defined Benefit Plans and Defined Contribution Plans Disclosures [Line Items] | |||
Range of contribution percentage to employee directed investment accounts | 5.50% | ||
Maximum | |||
Schedule of Defined Benefit Plans and Defined Contribution Plans Disclosures [Line Items] | |||
Range of contribution percentage to employee directed investment accounts | 8.50% | ||
Postretirement Medical Plan | |||
Schedule of Defined Benefit Plans and Defined Contribution Plans Disclosures [Line Items] | |||
Plan termination | $ 6,632 | $ 0 | $ 0 |
Defined benefit gain on plan termination | $ (5,600) |
Benefit Plans Post Retiremen101
Benefit Plans Post Retirement Medical Plan Benefit Obligation and Plan Assets (Details) - Postretirement Medical Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Change in benefit obligation: | |||
Benefit obligation at the beginning of year | $ 5,414 | $ 4,505 | $ 0 |
Acquisition of Par Hawaii Refining | 0 | 0 | 4,385 |
Service cost | 370 | 260 | 69 |
Interest cost | 212 | 194 | 52 |
Plan amendments | 0 | 48 | 0 |
Plan termination | (6,632) | 0 | 0 |
Actuarial loss (gain) | 636 | 407 | (1) |
Projected benefit obligation at end of year | $ 0 | $ 5,414 | $ 4,505 |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Net income (loss) | $ (66,836) | $ 14,740 | $ 11,723 | $ 462 | $ 31,660 | $ (39,456) | $ (24,677) | $ (14,568) | $ (39,911) | $ (47,041) | $ (79,173) | |
Basic weighted-average common stock shares outstanding | 37,678,000 | 32,739,000 | 19,740,000 | |||||||||
Add dilutive effects of common stock equivalents | $ 0 | $ 0 | $ 0 | |||||||||
Weighted Average Number of Shares Outstanding, Diluted | 37,678,000 | 32,739,000 | 19,740,000 | |||||||||
Basic and diluted loss per common share (in USD per share) | $ (1.06) | $ (1.44) | $ (4.01) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 438,000 | 567,000 | 438,000 | 567,000 | 524,000 | 219,000 | ||||||
Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Weighted average number of shares issuable under the common stock warrants | 344,000 | 749,000 | 791,000 | |||||||||
Antidilutive Securities | 3,000 | 0 | ||||||||||
Restricted Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Antidilutive Securities | 27,000 | 27,000 | 135,000 | |||||||||
Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Antidilutive Securities | 50,000 |
Income Taxes (Textual) (Detail)
Income Taxes (Textual) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 01, 2015 | |
Income Taxes [Line Items] | ||||
Net operating loss carryovers | $ 1,400,000 | |||
Capital Loss carryovers | 34,800 | |||
Alternative minimum tax credit carryovers | 785 | |||
Income (loss) before income taxes, foreign | $ 900 | $ 1,400 | $ 100 | |
Minimum | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards expiration year | 2,027 | |||
Capital Loss carryovers, expiry year | 2,016 | |||
Maximum | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards expiration year | 2,033 | |||
Mid Pac Petroleum, LLC | ||||
Income Taxes [Line Items] | ||||
Deferred tax liability | $ 16,759 |
Income Taxes Expense (Benefit)
Income Taxes Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
U.S.—Federal | $ 0 | $ 0 | $ 0 |
U.S.—State | 0 | (264) | (179) |
Foreign | (299) | (80) | 0 |
Deferred: | |||
U.S.—Federal | (14,685) | (14) | (14) |
U.S.—State | (1,804) | (177) | 193 |
Foreign | 0 | 80 | 0 |
Total | $ (16,788) | $ (455) | $ 0 |
Income Tax Rate Reconciliation
Income Tax Rate Reconciliation (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
Change in valuation allowance | 3.20% | 1.30% | (0.10%) |
Expiration of capital loss carryover | (25.50%) | 0.00% | 0.00% |
Capitalized acquisition costs | 25.30% | (38.80%) | (23.10%) |
Permanent items | (7.60%) | 3.60% | (3.70%) |
Provision to return adjustments | (0.80%) | (0.10%) | (8.10%) |
Actual income tax rate | 29.60% | 1.00% | 0.00% |
Deferred Tax Asset (Liabilities
Deferred Tax Asset (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss | $ 522,541 | $ 528,782 |
State deferred tax assets | 9,160 | 7,885 |
Capital loss carryforwards | 12,193 | 26,141 |
Property and equipment | 27,372 | 31,116 |
Investment in Laramie Energy | 42,986 | 31,334 |
Contingent consideration | 9,653 | 3,196 |
Other | 9,234 | 6,112 |
Total deferred tax assets | 633,139 | 634,566 |
Valuation allowance | (621,220) | (631,599) |
Net deferred tax assets | 11,919 | 2,967 |
Deferred tax liabilities: | ||
Property and equipment | 0 | 0 |
Intangible assets | 9,834 | 1,677 |
Other | 2,023 | 1,272 |
State liabilities | 62 | 57 |
Deferred Tax Liabilities, Gross | 11,919 | 3,006 |
Total deferred tax liabilities | $ 0 | $ (39) |
Segment Information (Detail)
Segment Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($)segment | Dec. 31, 2013USD ($) | Apr. 01, 2015USD ($) | |
Revenues | $ 2,066,337 | $ 3,108,025 | $ 886,014 | |||||||||
Cost of revenues | 1,787,368 | 2,937,472 | 857,066 | |||||||||
Operating expense, excluding DD&A | 136,338 | 140,900 | 27,251 | |||||||||
Lease operating expense | 5,283 | 5,673 | 5,676 | |||||||||
Depreciation, depletion and amortization | 19,918 | 14,897 | 5,982 | |||||||||
Loss on sale of assets, net | 624 | (50) | ||||||||||
Trust litigation and settlements | 0 | 0 | 6,206 | |||||||||
Impairment expense | 9,639 | 0 | 0 | |||||||||
General and administrative expense | 44,271 | 34,304 | 21,494 | |||||||||
Acquisition and integration costs | 2,006 | 11,687 | 9,794 | |||||||||
Operating income (loss) | $ (10,077) | $ 26,274 | $ 27,460 | $ 17,857 | $ 38,428 | $ (36,598) | $ (24,380) | $ (14,802) | 61,514 | (37,532) | (47,405) | |
Interest expense and financing costs, net | (20,156) | (17,995) | (13,285) | |||||||||
Loss on termination of financing agreements | (19,669) | (1,788) | (6,141) | |||||||||
Other expense, net | (291) | (312) | 758 | |||||||||
Change in value of common stock warrants | (3,664) | 4,433 | (10,159) | |||||||||
Change in value of contingent consideration | (18,450) | 2,849 | 0 | |||||||||
Equity earnings (losses) from Laramie Energy, LLC | (55,983) | 2,849 | (2,941) | |||||||||
Loss before income taxes | (56,699) | (47,496) | (79,173) | |||||||||
Income tax benefit | 16,788 | 455 | 0 | |||||||||
Net loss | (66,836) | $ 14,740 | $ 11,723 | $ 462 | 31,660 | $ (39,456) | $ (24,677) | $ (14,568) | (39,911) | (47,041) | (79,173) | |
Assets | 892,261 | 735,236 | 892,261 | 735,236 | ||||||||
Goodwill | 41,327 | 20,786 | 41,327 | 20,786 | 20,603 | |||||||
Capital Additions from Acquisitions | $ 22,345 | $ 14,300 | 7,768 | |||||||||
Number of businsess segment | segment | 5 | 3 | ||||||||||
Refining | ||||||||||||
Capital Additions from Acquisitions | 7,328 | |||||||||||
Logistics | ||||||||||||
Goodwill | $ 11,000 | |||||||||||
Capital Additions from Acquisitions | 242 | |||||||||||
Retail | ||||||||||||
Goodwill | $ 2,800 | |||||||||||
Capital Additions from Acquisitions | 483 | |||||||||||
Texadian | ||||||||||||
Capital Additions from Acquisitions | (1,300) | |||||||||||
Corporate and Other [Member] | ||||||||||||
Capital Additions from Acquisitions | 1,015 | |||||||||||
Operating Segments [Member] | Refining | ||||||||||||
Revenues | $ 1,895,662 | $ 2,816,667 | 755,406 | |||||||||
Cost of revenues | 1,718,729 | 2,732,817 | 769,038 | |||||||||
Operating expense, excluding DD&A | 95,588 | 111,261 | 20,440 | |||||||||
Lease operating expense | 0 | 0 | 0 | |||||||||
Depreciation, depletion and amortization | 9,522 | 6,008 | 1,222 | |||||||||
Operating income (loss) | 71,823 | (33,419) | (35,294) | |||||||||
Assets | 516,482 | 396,760 | 516,482 | 396,760 | ||||||||
Goodwill | 13,765 | 0 | 13,765 | 0 | ||||||||
Capital Additions from Acquisitions | 8,573 | 8,720 | ||||||||||
Operating Segments [Member] | Logistics | ||||||||||||
Revenues | 82,671 | 70,457 | 19,798 | |||||||||
Cost of revenues | 48,660 | 39,910 | 11,075 | |||||||||
Operating expense, excluding DD&A | 5,433 | 4,524 | 988 | |||||||||
Lease operating expense | 0 | 0 | 0 | |||||||||
Depreciation, depletion and amortization | 3,117 | 1,881 | 468 | |||||||||
Operating income (loss) | 25,461 | 24,142 | 7,267 | |||||||||
Assets | 53,158 | 19,070 | 53,158 | 19,070 | ||||||||
Goodwill | 11,012 | 0 | 11,012 | 0 | ||||||||
Capital Additions from Acquisitions | 6,089 | 3,259 | ||||||||||
Operating Segments [Member] | Retail | ||||||||||||
Revenues | 283,507 | 231,673 | 48,913 | |||||||||
Cost of revenues | 215,194 | 187,150 | 39,461 | |||||||||
Operating expense, excluding DD&A | 35,317 | 25,115 | 5,823 | |||||||||
Lease operating expense | 0 | 0 | 0 | |||||||||
Depreciation, depletion and amortization | 5,421 | 2,353 | 577 | |||||||||
Operating income (loss) | 27,575 | 17,055 | 3,052 | |||||||||
Assets | 115,544 | 42,389 | 115,544 | 42,389 | ||||||||
Goodwill | 16,550 | 13,796 | 16,550 | 13,796 | ||||||||
Capital Additions from Acquisitions | 3,643 | 487 | ||||||||||
Operating Segments [Member] | Texadian | ||||||||||||
Revenues | 132,472 | 189,160 | 100,149 | |||||||||
Cost of revenues | 134,780 | 183,511 | 83,483 | |||||||||
Operating expense, excluding DD&A | 0 | 0 | 0 | |||||||||
Lease operating expense | 0 | 0 | 0 | |||||||||
Depreciation, depletion and amortization | 854 | 2,018 | 2,009 | |||||||||
Impairment expense | 9,639 | |||||||||||
Operating income (loss) | (12,801) | 3,631 | 14,657 | |||||||||
Assets | 29,929 | 87,695 | 29,929 | 87,695 | ||||||||
Goodwill | 0 | 6,990 | 0 | 6,990 | ||||||||
Capital Additions from Acquisitions | 108 | 300 | ||||||||||
Intersegment Eliminations | ||||||||||||
Gross Profit | (330,000) | (205,900) | (46,000) | |||||||||
Intersegment Eliminations | Corporate and Other [Member] | ||||||||||||
Revenues | (327,975) | (199,932) | (38,252) | |||||||||
Cost of revenues | (329,995) | (205,916) | (45,991) | |||||||||
Operating expense, excluding DD&A | 0 | 0 | 0 | |||||||||
Lease operating expense | 5,283 | 5,673 | 5,676 | |||||||||
Depreciation, depletion and amortization | 1,004 | 2,637 | 1,706 | |||||||||
Loss on sale of assets, net | 624 | (50) | ||||||||||
Trust litigation and settlements | 6,206 | |||||||||||
Impairment expense | 0 | |||||||||||
General and administrative expense | 44,271 | 34,304 | 21,494 | |||||||||
Acquisition and integration costs | 2,006 | 11,687 | 9,794 | |||||||||
Operating income (loss) | (50,544) | (48,941) | $ (37,087) | |||||||||
Assets | 177,148 | 189,322 | 177,148 | 189,322 | ||||||||
Goodwill | $ 0 | $ 0 | 0 | 0 | ||||||||
Capital Additions from Acquisitions | $ 3,932 | $ 1,534 |
Related Party Transaction (Deta
Related Party Transaction (Details Textual) (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 17, 2013 | |
Percentage ownership of Par common stock | 10.00% | |||
Service agreement costs | $ 180,000 | $ 0 | $ 0 | |
Investor | ||||
Travel and out of pocket expenses | $ 50,000 | |||
Initial term of service agreements | 1 year | |||
Services Agreements, Renewal Term | 1 year | |||
Termination period between extension date | 60 days |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Revenues | $ 443,464 | $ 495,503 | $ 583,759 | $ 543,611 | $ 708,356 | $ 854,286 | $ 802,137 | $ 743,246 | |||
Operating income (loss) | (10,077) | 26,274 | 27,460 | 17,857 | 38,428 | (36,598) | (24,380) | (14,802) | $ 61,514 | $ (37,532) | $ (47,405) |
Net income (loss) | $ (66,836) | $ 14,740 | $ 11,723 | $ 462 | $ 31,660 | $ (39,456) | $ (24,677) | $ (14,568) | $ (39,911) | $ (47,041) | $ (79,173) |
Net income (loss) per share | |||||||||||
Basic (USD per share) | $ (1.72) | $ 0.39 | $ 0.31 | $ 0.01 | $ 0.86 | $ (1.19) | $ (0.81) | $ (0.48) | $ (1.06) | $ (1.44) | $ (4.01) |
Diluted (USD per share) | $ (1.72) | $ 0.39 | $ 0.31 | $ 0.01 | $ 0.84 | $ (1.19) | $ (0.81) | $ (0.48) | $ (1.06) | $ (1.44) | $ (4.01) |
Laramie Energy Company | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Cost-method Investments, Realized Losses, Excluding Other than Temporary Impairments | $ 41,081 | $ 0 | $ 0 | ||||||||
Operating income (loss) | (40,984) | 3,512 | (5,196) | ||||||||
Net income (loss) | $ (49,159) | $ 6,576 | $ (8,977) |
Disclosures About Capitalize110
Disclosures About Capitalized Costs, Costs Incurred (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Company: | ||
Proved properties | $ 1,122 | $ 1,122 |
Company | ||
Company: | ||
Unproved properties | 0 | 0 |
Proved properties | 1,122 | 1,122 |
Oil and Gas Property, Successful Effort Method, Gross, Total | 1,122 | 1,122 |
Accumulated depreciation and depletion | (862) | (824) |
Oil and gas property, successful efforts method | 260 | 298 |
Company's Share of Laramie Energy | ||
Company: | ||
Unproved properties | 9,253 | 15,872 |
Proved properties | 202,195 | 183,937 |
Oil and Gas Property, Successful Effort Method, Gross, Total | 211,448 | 199,809 |
Accumulated depreciation and depletion | (56,241) | (49,666) |
Oil and gas property, successful efforts method | $ 155,207 | $ 150,143 |
Disclosures About Capitalize111
Disclosures About Capitalized Costs, Costs Incurred (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Company | |||
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items] | |||
Development costs incurred on proved undeveloped reserves | $ 0 | $ 0 | $ 0 |
Development costs—other | 0 | 102 | 142 |
Total | 0 | 102 | 142 |
Company's Share of Laramie Energy | |||
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items] | |||
Development costs—other | 21,747 | 15,599 | 6,380 |
Unproved properties acquisition costs | 0 | 0 | 0 |
Total | $ 21,747 | $ 15,599 | $ 6,380 |
Disclosures About Capitalize112
Disclosures About Capitalized Costs, Costs Incurred (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Company | |||
Revenue | |||
Oil and gas revenues | $ 2,019 | $ 5,984 | $ 7,739 |
Expenses | |||
Production costs | 5,283 | 5,673 | 5,696 |
Depletion and amortization | 42 | 2,376 | 1,593 |
Exploration | 0 | 0 | 0 |
Abandoned and impaired properties | 0 | 0 | 0 |
Results of operations of oil and gas producing activities | (3,306) | (2,065) | 450 |
Company's Share of Laramie Energy | |||
Revenue | |||
Oil and gas revenues | 14,217 | 26,829 | 20,364 |
Expenses | |||
Production costs | 11,047 | 11,225 | 9,362 |
Depletion and amortization | 8,226 | 10,921 | 8,855 |
Abandoned and impaired properties | 3,977 | 0 | 0 |
Results of operations of oil and gas producing activities | (9,033) | 4,683 | 2,147 |
Total results of operations of oil and gas producing activities | $ (12,339) | $ 2,618 | $ 2,597 |
Information Regarding Proved113
Information Regarding Proved Oil and Gas Reserves (Details) Mcf in Thousands, MBbls in Thousands | 12 Months Ended | ||
Dec. 31, 2015$ / WTIperBbl$ / CIGperMbtuMcfMBbls | Dec. 31, 2014$ / WTIperBbl$ / CIGperMbtuMcfMBbls | Dec. 31, 2013$ / WTIperBbl$ / CIGperMbtuMcfMBbls | |
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Ending Balance | 161,065,000 | ||
Proved developed reserve | 78,797 | 58,546 | 57,907 |
Proved undeveloped reserve | 82,268 | 195,193 | 178,680 |
Company | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning Balance | 1,165,000 | 2,078,000 | 2,163,000 |
Revisions of quantity estimate | (630,000) | (211,000) | 557,000 |
Extensions and discoveries | 0 | 14,000 | 25,000 |
Production | (311,000) | (716,000) | (667,000) |
Ending Balance | 224,000 | 1,165,000 | 2,078,000 |
Proved developed reserve | 224 | 1,165 | 2,078 |
Proved undeveloped reserve | 0 | 0 | 0 |
Increase in estimated proved reserves | (92,674,000) | 17,152,000 | 68,718,000 |
Increase in estimated proved reserves, percentage | (36.50%) | 7.00% | 41.00% |
Company's Share of Laramie Energy | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning Balance | 252,574,000 | 234,509,000 | 165,706,000 |
Revisions of quantity estimate | (117,752,000) | (1,054,000) | (15,900,000) |
Extensions and discoveries | 38,869,000 | 24,808,000 | 89,688,000 |
Acquisitions and divestitures | (7,091,000) | ||
Production | (5,759,000) | (5,689,000) | (4,985,000) |
Ending Balance | 160,841,000 | 252,574,000 | 234,509,000 |
Proved developed reserve | 78,573 | 57,381 | 55,829 |
Proved undeveloped reserve | 82,268 | 195,193 | 178,680 |
Increase in estimated proved reserves | (117,752,000) | 24,808,000 | 89,688,000 |
Natural Gas | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Ending Balance | 133,741,000 | ||
Proved developed reserve | 65,687 | 49,456 | 45,734 |
Proved undeveloped reserve | 68,054 | 162,895 | 141,525 |
Natural Gas | Company | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning Balance | 601,000 | 662,000 | 446,000 |
Revisions of quantity estimate | (330,000) | 65,000 | 460,000 |
Extensions and discoveries | 0 | 8,000 | 9,000 |
Production | (83,000) | (134,000) | (253,000) |
Ending Balance | 188,000 | 601,000 | 662,000 |
Proved developed reserve | 188 | 601 | 662 |
Proved undeveloped reserve | 0 | 0 | 0 |
Base Pricing, before adjustments for contractual differentials | $ / CIGperMbtu | 2.39 | 4.36 | 3.53 |
Natural Gas | Company's Share of Laramie Energy | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning Balance | 211,750,000 | 186,597,000 | 122,650,000 |
Revisions of quantity estimate | (99,548,000) | 8,876,000 | (3,944,000) |
Extensions and discoveries | 32,041,000 | 21,108,000 | 71,921,000 |
Acquisitions and divestitures | (5,945,000) | ||
Production | (4,745,000) | (4,831,000) | (4,030,000) |
Ending Balance | 133,553,000 | 211,750,000 | 186,597,000 |
Proved developed reserve | 65,499 | 48,855 | 45,072 |
Proved undeveloped reserve | 68,054 | 162,895 | 141,525 |
Oil | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Ending Balance | MBbls | 509 | ||
Proved developed reserve | MBbls | 254 | 272 | 401 |
Proved undeveloped reserve | MBbls | 255 | 533 | 419 |
Oil | Company | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning Balance | MBbls | 77 | 236 | 286 |
Revisions of quantity estimate | MBbls | (35) | (67) | 16 |
Extensions and discoveries | MBbls | 0 | 1 | 3 |
Production | MBbls | (36) | (93) | (69) |
Ending Balance | MBbls | 6 | 77 | 236 |
Proved developed reserve | MBbls | 6 | 77 | 236 |
Proved undeveloped reserve | MBbls | 0 | 0 | 0 |
Base Pricing, before adjustments for contractual differentials | $ / WTIperBbl | 50.28 | 94.99 | 96.91 |
Oil | Company's Share of Laramie Energy | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning Balance | MBbls | 728 | 584 | 831 |
Revisions of quantity estimate | MBbls | (316) | 34 | (404) |
Extensions and discoveries | MBbls | 131 | 128 | 173 |
Acquisitions and divestitures | MBbls | (20) | ||
Production | MBbls | (20) | (18) | (16) |
Ending Balance | MBbls | 503 | 728 | 584 |
Proved developed reserve | MBbls | 248 | 195 | 165 |
Proved undeveloped reserve | MBbls | 255 | 533 | 419 |
Natural Gas Liquids | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Ending Balance | MBbls | 4,045 | ||
Proved developed reserve | MBbls | 1,931 | 1,243 | 1,627 |
Proved undeveloped reserve | MBbls | 2,114 | 4,850 | 5,774 |
Natural Gas Liquids | Company | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning Balance | MBbls | 17 | 0 | 0 |
Revisions of quantity estimate | MBbls | (15) | 21 | 0 |
Extensions and discoveries | MBbls | 0 | 0 | 0 |
Production | MBbls | (2) | (4) | 0 |
Ending Balance | MBbls | 0 | 17 | 0 |
Proved developed reserve | MBbls | 0 | 17 | 0 |
Proved undeveloped reserve | MBbls | 0 | 0 | 0 |
Natural Gas Liquids | Company's Share of Laramie Energy | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning Balance | MBbls | 6,076 | 7,401 | 6,345 |
Revisions of quantity estimate | MBbls | (2,718) | (1,689) | (1,589) |
Extensions and discoveries | MBbls | 1,007 | 489 | 2,788 |
Acquisitions and divestitures | MBbls | (171) | ||
Production | MBbls | (149) | (125) | (143) |
Ending Balance | MBbls | 4,045 | 6,076 | 7,401 |
Proved developed reserve | MBbls | 1,931 | 1,226 | 1,627 |
Proved undeveloped reserve | MBbls | 2,114 | 4,850 | 5,774 |
Information Regarding Proved114
Information Regarding Proved Oil and Gas Reserves (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Discounted future net cash flows | $ 40,193 | $ 172,365 | $ 92,862 | $ 79,969 |
Company | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Future net cash flows | 690 | 10,452 | 26,861 | |
Production | 345 | 7,760 | 21,999 | |
Development and abandonment | 25 | 37 | 319 | |
Income taxes | 0 | 0 | 0 | |
Future net cash flows | 320 | 2,655 | 4,543 | |
10% discount factor | (128) | (889) | (1,006) | |
Discounted future net cash flows | 192 | 1,766 | 3,537 | 8,010 |
Company's Share of Laramie Energy | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Future net cash flows | 425,596 | 1,268,704 | 984,205 | |
Production | 249,831 | 539,796 | 430,506 | |
Development and abandonment | 72,462 | 236,027 | 234,905 | |
Income taxes | 0 | 0 | 0 | |
Future net cash flows | 103,303 | 492,881 | 318,794 | |
10% discount factor | (63,302) | (322,282) | (229,469) | |
Discounted future net cash flows | $ 40,001 | $ 170,599 | $ 89,325 | $ 71,959 |
Information Regarding Proved115
Information Regarding Proved Oil and Gas Reserves (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning of the period | $ 172,365 | $ 92,862 | $ 79,969 |
Sales of oil and gas production during the period, net of production costs | (6,232) | (5,051) | (12,522) |
Acquisitions and divestitures | (4,789) | ||
Net change in prices and production costs | (154,243) | 35,806 | (6,421) |
Changes in estimated future development costs | 796 | (6,174) | 8,831 |
Extensions, discoveries and improved recovery | 9,273 | 4,999 | 15,618 |
Revisions of previous quantity estimates, estimated timing of development and other | (9,222) | 26,521 | (4,553) |
Previously estimated development and abandonment costs incurred during the period | 15,008 | 14,115 | 3,142 |
Other | 0 | 0 | 801 |
Accretion of discount | 17,237 | 9,287 | 7,997 |
End of period | 40,193 | 172,365 | 92,862 |
Company | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning of the period | 1,766 | 3,537 | 8,010 |
Sales of oil and gas production during the period, net of production costs | (479) | (1,288) | (2,044) |
Acquisitions and divestitures | 0 | ||
Net change in prices and production costs | (679) | (31) | (3,833) |
Changes in estimated future development costs | 8 | 118 | 0 |
Extensions, discoveries and improved recovery | 0 | 85 | 147 |
Revisions of previous quantity estimates, estimated timing of development and other | (601) | (1,111) | 395 |
Previously estimated development and abandonment costs incurred during the period | 0 | 102 | 0 |
Other | 0 | 0 | 61 |
Accretion of discount | 177 | 354 | 801 |
End of period | 192 | 1,766 | 3,537 |
Company's Share of Laramie Energy | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning of the period | 170,599 | 89,325 | 71,959 |
Sales of oil and gas production during the period, net of production costs | (5,753) | (3,763) | (10,478) |
Acquisitions and divestitures | (4,789) | ||
Net change in prices and production costs | (153,564) | 35,837 | (2,588) |
Changes in estimated future development costs | 788 | (6,292) | 8,831 |
Extensions, discoveries and improved recovery | 9,273 | 4,914 | 15,471 |
Revisions of previous quantity estimates, estimated timing of development and other | (8,621) | 27,632 | (4,948) |
Previously estimated development and abandonment costs incurred during the period | 15,008 | 14,013 | 3,142 |
Other | 0 | 0 | 740 |
Accretion of discount | 17,060 | 8,933 | 7,196 |
End of period | $ 40,001 | $ 170,599 | $ 89,325 |