Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
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, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PARR | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 45,538,261 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 307,874,506 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 47,772 | $ 167,788 |
Restricted cash | 1,246 | 748 |
Trade accounts receivable | 102,384 | 68,342 |
Inventories | 198,326 | 219,437 |
Prepaid and other current assets | 53,380 | 75,437 |
Total current assets | 403,108 | 531,752 |
Property and equipment | ||
Property, plant and equipment | 499,867 | 220,863 |
Proved oil and gas properties, at cost, successful efforts method of accounting | 1,122 | 1,122 |
Total property and equipment | 500,989 | 221,985 |
Less accumulated depreciation and depletion | (49,727) | (26,845) |
Property, plant and equipment, net | 451,262 | 195,140 |
Long-term assets | ||
Investment in Laramie Energy, LLC | 108,823 | 76,203 |
Intangible assets, net | 29,912 | 34,368 |
Goodwill | 105,732 | 41,327 |
Other long-term assets | 46,596 | 13,471 |
Total assets | 1,145,433 | 892,261 |
Current liabilities | ||
Current maturities of long-term debt | 20,286 | 11,000 |
Obligations under inventory financing agreements | 225,135 | 237,709 |
Accounts payable | 65,190 | 27,428 |
Current portion of contingent consideration | 0 | 19,880 |
Other accrued liabilities | 72,154 | 69,023 |
Total current liabilities | 382,765 | 365,040 |
Long-term liabilities | ||
Long-term debt, net of current maturities | 350,110 | 154,212 |
Common stock warrants | 5,134 | 8,096 |
Contingent consideration | 0 | 7,701 |
Long-term capital lease obligations | 1,780 | 1,175 |
Other liabilities | 36,735 | 15,426 |
Total liabilities | 776,524 | 551,650 |
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, 2016 and December 31, 2015, 45,533,913 shares and 41,009,924 shares issued at December 31, 2016 and December 31, 2015, respectively | 455 | 410 |
Additional paid-in capital | 587,057 | 515,165 |
Accumulated deficit | (220,799) | (174,964) |
Accumulated other comprehensive income | 2,196 | 0 |
Total stockholders’ equity | 368,909 | 340,611 |
Total liabilities and stockholders’ equity | $ 1,145,433 | $ 892,261 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
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 (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued | 45,533,913 | 41,009,924 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | |||
Revenues | $ 1,865,045 | $ 2,066,337 | $ 3,108,025 |
Operating expenses | |||
Cost of revenues (excluding depreciation) | 1,636,339 | 1,787,368 | 2,937,472 |
Operating expense (excluding depreciation) | 166,069 | 136,338 | 140,900 |
Lease operating expense | 147 | 5,283 | 5,673 |
Depreciation, depletion and amortization | 31,617 | 19,918 | 14,897 |
Impairment expense | 0 | 9,639 | 0 |
Loss on sale of assets, net | 0 | 0 | 624 |
General and administrative expense | 42,073 | 44,271 | 34,304 |
Acquisition and integration expense | 5,294 | 2,006 | 11,687 |
Total operating expenses | 1,881,539 | 2,004,823 | 3,145,557 |
Operating income (loss) | (16,494) | 61,514 | (37,532) |
Other income (expense) | |||
Interest expense and financing costs, net | (28,506) | (20,156) | (17,995) |
Loss on termination of financing agreements | 0 | (19,669) | (1,788) |
Other income (expense), net | (98) | (291) | (312) |
Change in value of common stock warrants | 2,962 | (3,664) | 4,433 |
Change in value of contingent consideration | 10,770 | (18,450) | 2,849 |
Equity earnings (losses) from Laramie Energy, LLC | (22,381) | (55,983) | 2,849 |
Total other income (expense), net | (37,253) | (118,213) | (9,964) |
Loss before income taxes | (53,747) | (56,699) | (47,496) |
Income tax benefit | 7,912 | 16,788 | 455 |
Net loss | $ (45,835) | $ (39,911) | $ (47,041) |
Loss per share | |||
Basic (USD per share) | $ (1.08) | $ (1.06) | $ (1.44) |
Diluted (USD per share) | $ (1.08) | $ (1.06) | $ (1.44) |
Weighted-average number of shares outstanding | |||
Basic (in shares) | 42,349 | 37,678 | 32,739 |
Diluted (in shares) | 42,349 | 37,678 | 32,739 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Statement - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (45,835) | $ (39,911) | $ (47,041) |
Other comprehensive income (loss): | |||
Reclassification of other post-retirement benefits loss to net income | 0 | 1,082 | 0 |
Other post-retirement benefits income (loss) | 2,196 | (636) | (446) |
Total other comprehensive income (loss) | 2,196 | 446 | (446) |
Comprehensive loss | $ (43,639) | $ (39,465) | $ (47,487) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||
Net loss | $ (45,835) | $ (39,911) | $ (47,041) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | |||
Depreciation, depletion and amortization | 31,617 | 19,918 | 14,897 |
Impairment expense | 0 | 9,639 | 0 |
Loss on termination of financing agreements | 0 | 19,669 | 1,788 |
Gain on termination of other post-retirement benefits | 0 | (5,550) | 0 |
Non-cash interest expense | 18,121 | 12,449 | 13,470 |
Change in value of common stock warrants | (2,962) | 3,664 | (4,433) |
Change in value of contingent consideration | (10,770) | 18,450 | (2,849) |
Deferred taxes | (7,935) | (16,489) | (257) |
Loss on sale of assets, net | 0 | 0 | 624 |
Stock-based compensation | 6,625 | 5,165 | 3,970 |
Unrealized loss (gain) on derivative contracts | (15,479) | 10,896 | (1,015) |
Equity losses from Laramie Energy, LLC | 22,381 | 55,983 | (2,849) |
Net changes in operating assets and liabilities: | |||
Trade accounts receivable | (17,162) | 54,529 | 5,608 |
Collateral posted with broker for derivative transactions | 18,212 | (20,927) | 0 |
Prepaid and other assets | 447 | (35,697) | (5,966) |
Inventories | 49,015 | 31,913 | 61,529 |
Deferred turnaround expenditures | (32,661) | 0 | 0 |
Obligations under inventory financing agreements | (5,977) | 34,845 | (112,884) |
Accounts payable and other accrued liabilities | (26,698) | (26,188) | 20,804 |
Contingent consideration | (4,830) | 0 | 0 |
Net cash provided by (used in) operating activities | (23,891) | 132,358 | (54,604) |
Cash flows from investing activities | |||
Acquisitions of businesses, net of cash acquired | (209,183) | (64,331) | (10,582) |
Capital expenditures | (24,833) | (22,345) | (14,300) |
Proceeds from sale of assets | 2,773 | 0 | 595 |
Investment in Laramie Energy, LLC | (55,000) | (27,529) | (12) |
Net cash used in investing activities | (286,243) | (114,205) | (24,299) |
Cash flows from financing activities | |||
Proceeds from sale of common stock, net of offering costs | 49,044 | 76,056 | 103,949 |
Proceeds from borrowings | 354,682 | 208,158 | 363,620 |
Repayments of borrowings | (202,165) | (227,212) | (331,530) |
Net borrowings (repayments) on deferred payment arrangement | 8,027 | (1,436) | 0 |
Payment of deferred loan costs | (6,892) | (7,335) | (6,045) |
Contingent consideration settlements | (11,980) | 0 | 0 |
Proceeds from inventory financing agreements | 0 | 271,000 | 0 |
Payments for termination of supply and exchange agreements | 0 | (257,811) | 0 |
Other financing activities, net | (598) | (995) | 58 |
Net cash provided by financing activities | 190,118 | 60,425 | 130,052 |
Net increase (decrease) in cash and cash equivalents | (120,016) | 78,578 | 51,149 |
Cash and cash equivalents at beginning of period | 167,788 | 89,210 | 38,061 |
Cash and cash equivalents at end of period | 47,772 | 167,788 | 89,210 |
Cash received (paid) for: | |||
Interest | (13,217) | (6,891) | (4,526) |
Taxes | 589 | 402 | 243 |
Non-cash investing and financing activities: | |||
Accrued capital expenditures | 4,907 | 2,102 | 2,328 |
Stock issued used to settle bankruptcy claims | 0 | 0 | 2,677 |
Value of warrants and debt reclassified to equity | 3,084 | 7,691 | 786 |
Capital lease additions | $ 1,575 | $ 216 | $ 337 |
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, 2013 | 30,151 | ||||
Balance at Dec. 31, 2013 | $ 228,264 | $ 301 | $ 315,975 | $ (88,012) | $ 0 |
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 | ||
Other comprehensive 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) | ||
Other comprehensive 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 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued in a private transaction, net of offering cost (in shares) | 4,075 | ||||
Stock issued in a private transaction, net of offering cost | 49,044 | $ 41 | 49,003 | ||
Bankruptcy claim settlements | 0 | ||||
Share-based compensation (in shares) | 218 | ||||
Stock-based compensation | 6,625 | $ 3 | 6,622 | ||
Equity component of 5% Convertible Senior Notes due 2021, net of tax of $8.6 million | 13,526 | 13,526 | |||
Conversion of Bridge Notes (in shares) | 273 | ||||
Conversion of Bridge Notes | 3,340 | $ 2 | 3,338 | ||
Purchase of common stock for retirement (in shares) | (42) | ||||
Purchase of common stock for retirement | (598) | $ (1) | (597) | ||
Other comprehensive loss | 2,196 | ||||
Net income (loss) | (45,835) | (45,835) | |||
Balance (in shares) at Dec. 31, 2016 | 45,534 | ||||
Balance at Dec. 31, 2016 | $ 368,909 | $ 455 | $ 587,057 | $ (220,799) | $ 2,196 |
CONSOLIDATED STATEMENTS OF CHA8
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Payments of stock issuance costs | $ 1,000 |
5% Convertible Senior Notes due 2021 | Convertible Debt | |
Debt instrument, interest rate | 0.50% |
Equity component of 5% convertible senior note, net of tax | $ 8,600 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Overview | Note 1—Overview Par Pacific Holdings, Inc. and its wholly owned subsidiaries ("Par" or the "Company") own, manage and maintain interests in energy and infrastructure businesses. Our strategy is to identify, acquire and operate energy and infrastructure companies with attractive competitive positions. 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. Our refinery in Newcastle, Wyoming , produces gasoline, ultra-low sulfur diesel, jet fuel and other associated refined products that are primarily marketed in Wyoming and South Dakota. 2) Retail - Our retail outlets sell gasoline, diesel and retail merchandise throughout the islands of Oahu, Maui, Hawaii and Kauai. Our retail network includes Hele, Tesoro and "76" branded retail sites, cardlock stations, 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 ("SPM") 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 own and operate a crude oil pipeline gathering system and related storage facilities in Wyoming and a refined products pipeline that transports product from our Wyoming refinery to a common carrier with access to Rapid City, South Dakota. Our Wyoming operations also include storage, loading racks and a rail siding at the refinery site. We also own and operate a jet fuel storage facility and pipeline that serve Ellsworth Air Force Base in South Dakota. We own a 42.3% 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 reportable segments: (i) Texadian 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, 2016 | |
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. 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 that 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, 2016 and 2015 , we did not have a significant allowance for doubtful accounts. Inventories Commodity inventories are stated at the lower of cost or 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 . We enter into refined product and crude oil exchange agreements with other oil companies. Exchanges receivable or payable are stated at cost and are presented within Trade accounts receivable and Accounts Payable on our consolidated balance sheets. 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 statements 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. Deferred Turnaround Costs Refinery turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries, are deferred and amortized on a straight-line basis over the period of time estimated until the next planned turnaround (generally three to five years ). During 2016, we recognized deferred turnaround costs of approximately $32.7 million . Deferred turnaround costs are presented within Other long-term assets on our consolidated balance sheets. 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 customers, favorable railcar leases, trade names and trademarks. These intangible assets are 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 are presented within Other liabilities on our consolidated balance sheets. Environmental expenses are recorded in Operating expenses on 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. 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. Additionally, we have determined that the redemption option and the related make-whole premium on our 5.00% Convertible Senior Notes represent 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 2013, 2014 and 2015. 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 are recorded on a net basis and included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. These transactions include nonmonetary crude oil and refined product exchange transactions, certain crude oil buy/sell arrangements, and sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another. 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 (excluding depreciation) . 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 (excluding depreciation) in our consolidated statements of operations. Logistics We recognize transportation and storage fees as 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. Benefit Plans We recognize an asset for the overfunded status or a liability for the underfunded status of our defined benefit pension plan. The funded status is recorded within Other long-term liabilities. Changes in the plan's funded status are 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 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 2015-14"), which defers the effective date of ASU 2015-09 by one year. ASU 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. Further amendments and technical corrections were made to ASU 2014-09 during 2016. ASU 2014-09 allows for either full retrospective adoption or modified retrospective adoption. We are in the process of performing a review of contracts in each of our revenue streams and developing accounting policies to address the provisions of the ASU. We have not finalized any estimates of the potential impacts of this ASU to our financial condition, results of operations and cash flows. We will adopt this ASU on January 1, 2018, using the modified retrospective method with a cumulative adjustment to retained earnings. 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 do not expect the adoption of ASU 2015-02 to have a material impact on our financial condition, results of operations or 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. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for interim periods and fiscal years beginning after December 15, 2016. Early application is permitted and requires that adjustments be reflected as of the beginning of the fiscal year that includes the interim period of adoption. We do not expect the adoption of ASU 2016-09 to have a material impact on our financial condition, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-07, Investments-Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting ("ASU 2016-07"). ASU 2016-07 simplifies the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. Consequently, when an investment qualifies for the equity method (as a result of an increase in the level of ownership interest or degree of influence), the cost of acquiring the additional interest in the investee would be added to the current basis of the investor’s previously held interest and the equity method would be applied subsequently from the date on which the investor obtains the ability to exercise significant influence over the investee. ASU 2016-07 is effective for interim periods and fiscal years beginning after December 15, 2016, and early application is permitted. We do not expect the adoption of ASU 2016-07 to have a material impact on our financial condition, results of operations or cash flows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). The primary purpose of this ASU is to reduce the diversity in practice relating to eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The guidance in this ASU is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. The new guidance must be applied using a retrospective transition method. We do not expect the adoption of ASU 2016-15 to have a material impact on our financial condition, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), which eliminates Step 2 from the current goodwill impairment test. Under ASU 2017-04, an entity is no longer required to determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The guidance in this ASU is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted. This ASU should be applied prospectively from the date of adoption. This ASU will change the policy under which we perform our annual goodwill impairment assessment by eliminating Step 2 of the test. Accounting Principles Adopted 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. We adopted this ASU as of December 31, 2016. The adoption of this ASU did not have a material impact on our financial condition, results of operations and cash flows. |
Investment in Laramie Energy
Investment in Laramie Energy | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Laramie Energy | Note 3—Investment in Laramie Energy, LLC We have a 42.3% ownership interest in Laramie Energy, a joint venture entity focused on developing and 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 $170 million . As of December 31, 2016 and 2015 , the balance outstanding on the revolving credit facility was approximately $117.5 million and $77.3 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. On March 1, 2016 , Laramie Energy acquired and assumed operatorship of certain properties in the Piceance Basin for $157.5 million , subject to customary purchase price adjustments ("Laramie Purchase"). In connection with the Laramie Purchase, we acquired additional membership interests of Laramie Energy for an aggregate cash purchase price of $55.0 million . As a result of this transaction, our ownership interest in Laramie Energy increased from 32.4% to 42.3% . The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Beginning balance $ 76,203 $ 104,657 $ 101,796 Equity earnings (loss) from Laramie Energy (28,198 ) (15,713 ) 2,278 Accretion of basis difference 5,818 811 571 Impairment — (41,081 ) — Investments 55,000 27,529 12 Ending balance $ 108,823 $ 76,203 $ 104,657 Summarized financial information for Laramie Energy is as follows (in thousands): December 31, 2016 2015 Current assets $ 12,199 $ 8,511 Non-current assets 655,022 514,206 Current liabilities 58,067 18,158 Non-current liabilities 186,631 98,624 Year Ended December 31, 2016 2015 2014 Natural gas and oil revenues $ 104,826 $ 42,870 $ 80,471 Income (loss) from operations (27,325 ) (40,984 ) 3,512 Net income (loss) (61,849 ) (49,159 ) 6,576 Laramie Energy's net loss for the year ended December 31, 2016 includes $42.7 million and $34.5 million of DD&A expense and unrealized losses on derivative instruments, respectively. Laramie Energy's net loss for the 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 includes $12.3 million of impairments of unproved properties. Laramie Energy's net loss 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. At December 31, 2016 and 2015 , our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $67.8 million and $55.4 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. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Note 4—Acquisitions Wyoming Refining Company Acquisition On June 14, 2016 , Par Wyoming, LLC, a wholly owned subsidiary of Par, entered into a unit purchase agreement (the “Purchase Agreement”) with Black Elk Refining, LLC to purchase all of the issued and outstanding units representing the membership interests in Hermes Consolidated, LLC (d/b/a Wyoming Refining Company ) and indirectly Wyoming Refining Company ’s wholly owned subsidiary, Wyoming Pipeline Company, LLC (collectively, “ Wyoming Refining ”) (the " WRC Acquisition "). Wyoming Refining owns and operates a refinery and related logistics assets in Newcastle, Wyoming . On July 14, 2016 , we completed the WRC Acquisition for cash consideration of $209.4 million , including a deposit of $5.0 million paid in June 2016, and assumed debt consisting of term loans of $58.0 million and revolving loans of $10.1 million . The consideration was paid with funds received from the issuance of our 2.50% convertible subordinated bridge notes (the "Bridge Notes"), cash on hand, which included the net proceeds from our June 2016 issuance and sale of an aggregate of $115 million principal amount of 5.00% convertible senior notes due 2021 (the " 5.00% Convertible Senior Notes ") and the issuance of a $65 million secured term loan by Par Wyoming Holdings, LLC (the " Par Wyoming Holdings Credit Agreement "). Please read Note 11—Debt for further information on the Bridge Notes, the 5.00% Convertible Senior Notes and the Par Wyoming Holdings Credit Agreement . We accounted for the WRC Acquisition 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 the acquisition. Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with Wyoming Refining and utilization of our net operating loss carryforwards, as well as other intangible assets that do not qualify for separate recognition. Goodwill recognized as a result of the WRC Acquisition is expected to be deductible for income tax reporting purposes. A summary of the preliminary estimated fair value of the assets acquired and liabilities assumed in the WRC Acquisition is as follows (in thousands): Cash $ 183 Accounts receivable 16,880 Inventories 27,904 Prepaid and other assets 1,304 Property, plant and equipment 254,367 Goodwill (1) 64,994 Accounts payable and other current liabilities (57,861 ) Wyoming Refining Senior Secured Revolver (10,100 ) Wyoming Refining Senior Secured Term Loan (58,036 ) Other non-current liabilities (30,269 ) Total $ 209,366 ______________________________________________ (1) We allocated $39.6 million and $25.4 million of goodwill to our refining and logistics segments, 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 2017. The primary areas of the purchase price allocation that are not yet finalized relate to income taxes and environmental liabilities. We incurred $0.7 million of acquisition costs related to the WRC Acquisition for the year ended December 31, 2016. These costs are included in acquisition and integration costs on our consolidated statement of operations. The results of operations of Wyoming Refining were included in our results beginning July 14, 2016 . For the year ended December 31, 2016 , our results of operations included revenues of $174.6 million and net income of $0.7 million related to Wyoming Refining. The following unaudited pro forma financial information presents our consolidated revenues and net income (loss) as if the WRC Acquisition had been completed on January 1, 2015 (in thousands): Year Ended December 31, 2016 2015 Revenues $ 2,026,237 $ 2,369,513 Net income (loss) (51,239 ) (51,582 ) Earnings (loss) per share Basic $ (1.21 ) $ (1.24 ) Diluted $ (1.21 ) $ (1.24 ) 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 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) 26,942 Intangible assets 33,647 Other non-current assets 1,228 Accounts payable and other current liabilities (10,742 ) Deferred tax liability (16,759 ) Other non-current liabilities (7,235 ) Total $ 129,609 ________________________________________________________ (1) We allocated $13.5 million , $2.7 million and $10.8 million of goodwill to our refining, retail and logistics reporting units, respectively. 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, respectively. 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 ) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5—Inventories Inventories at December 31, 2016 and 2015 consist of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total December 31, 2016 Crude oil and feedstocks $ 11,620 $ 49,682 $ 61,302 Refined products and blendstock 38,916 77,677 116,593 Warehouse stock and other 20,431 — 20,431 Total $ 70,967 $ 127,359 $ 198,326 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 _________________________________________________________ (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 $0.2 million and $ 23.7 million as of December 31, 2016 and December 31, 2015 , respectively. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 consist of the following (in thousands): December 31, 2016 2015 Advances to suppliers for crude oil purchases $ 38,300 $ 36,247 Collateral posted with broker for derivative instruments 2,714 20,926 Prepaid insurance 7,504 6,773 Derivative assets 161 4,577 Other 4,701 6,914 Total $ 53,380 $ 75,437 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 Land $ 76,437 $ 74,600 Buildings and equipment 412,999 139,908 Other 10,431 6,355 Total property, plant and equipment 499,867 220,863 Proved oil and gas properties 1,122 1,122 Less accumulated depreciation and depletion (49,727 ) (26,845 ) Property, plant and equipment, net $ 451,262 $ 195,140 Depreciation and depletion expense was approximately $23.1 million , $15.3 million and $11.2 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 8—Asset Retirement Obligations The table below summarizes the changes in our recorded asset retirement obligations (in thousands): Year Ended December 31, 2016 2015 2014 Beginning balance $ 8,909 $ 2,580 $ 3,172 Obligations acquired — 5,725 — Accretion expense 362 604 239 Revision in estimate — — (831 ) Liabilities settled during period (229 ) — — Ending balance $ 9,042 $ 8,909 $ 2,580 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, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 9—Goodwill and Intangible Assets During the year s ended December 31, 2016 and 2015 , the change in the carrying amount of goodwill was as follows (in thousands): Balance at January 1, 2015 $ 20,786 Acquisition of Mid Pac (1) 27,531 Impairment expense (6,990 ) Balance at December 31, 2015 41,327 Acquisition of Wyoming Refining (1) 64,994 Mid Pac acquisition purchase price allocation adjustment (2) (589 ) Balance at December 31, 2016 $ 105,732 ________________________________________________________ (1) Please read Note 4—Acquisitions for further discussion. (2) During 2016, the purchase price allocation was adjusted to record an increase to tax receivables and a decrease to goodwill of $0.6 million . The tax receivable was recorded in connection with a tax refund received by Mid Pac in the first quarter of 2016. 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% . There was no impairment of goodwill for the year ended December 31, 2016 . Intangible assets consist of the following (in thousands): December 31, 2016 2015 Intangible assets: Railcar leases $ 3,249 $ 3,249 Trade names and trademarks 6,267 6,267 Customer relationships 32,064 32,064 Total intangible assets 41,580 41,580 Accumulated amortization: Railcar leases (2,599 ) (1,950 ) Trade name and trademarks (4,864 ) (3,540 ) Customer relationships (4,205 ) (1,722 ) Total accumulated amortization (11,668 ) (7,212 ) Net: Railcar leases 650 1,299 Trade name and trademarks 1,403 2,727 Customer relationships 27,859 30,342 Total intangible assets, net $ 29,912 $ 34,368 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 $4.5 million , $4.4 million and $3.7 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Our intangible assets related to customer relationships and trade names 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 2017 $ 3,307 2018 2,658 2019 2,658 2020 2,658 2021 2,658 Thereafter 15,973 $ 29,912 |
Inventory Financing Agreements
Inventory Financing Agreements | 12 Months Ended |
Dec. 31, 2016 | |
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 & Company ("J. Aron") to support the operations of our Hawaii 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 Hawaii refinery. Additionally, we agreed to sell and J. Aron agreed to buy, at market prices, refined products produced at our Hawaii refinery. We will then repurchase the refined products from J. Aron prior to selling the refined products to our retail operations or to third parties. The agreements also provide for the lease of crude oil and certain refined product storage facilities to J. Aron. Following expiration or termination of the Supply and Offtake 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 Supply and Offtake Agreements are secured by a security interest on substantially all of the assets of our subsidiary Par Hawaii Refining, LLC ("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 Hawaii refinery. Though title to the crude oil and certain refined product inventories resides with J. Aron, the Supply and Offtake Agreements are 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 sheets 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 years ended December 31, 2016 and 2015 , we incurred approximately $7.8 million and $6.9 million in handling fees related to the Supply and Offtake Agreements, respectively, which are included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. For the years ended December 31, 2016 and 2015 , Interest expense and financing costs, net on our consolidated statements of operations includes approximately $3.2 million and $1.5 million of expenses related to the Supply and Offtake Agreements, respectively. 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, 2016 , the capacity of the Deferred Payment Arrangement was $59.4 million and we had $43.3 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. In September 2015, we entered into an 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. In February 2016, we fixed the market fee for the remainder of the term of the Supply and Offtake Agreements for an additional $14.6 million to be settled in eighteen 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. As of December 31, 2016 , the receivable was $14.6 million . 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, we entered into several agreements with Barclays Bank PLC ("Barclays"), referred to collectively as the Supply and Exchange Agreements, for the purpose of managing our working capital and the crude oil and refined product inventory at the Hawaii 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 provided refined product supply and intermediation arrangements to us. For the year s ended December 31, 2015 and 2014, we incurred approximately $6.9 million and $16.5 million in handling fees related to the Supply and Exchange Agreements, respectively, which are included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. For the year s ended December 31, 2015 and 2014, Interest expense and financing costs, net on our consolidated statements of operations includes approximately $2.3 million and $4.2 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 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 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, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 4.00x 2.25% 3.25% We agreed to pay certain fees in connection with the Hawaii Retail Credit Facilities , including usage fees for letters of credit and commitment fees for the unused revolver commitment under the Hawaii Retail Revolving Credit Facilities . Pursuant to the Hawaii Retail Credit Facilities , 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 Hawaii Retail Credit Facilities 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 $50.0 million ("Term Loan") and a bridge loan of up to $75.0 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 a deposit per the Mid Pac merger agreement, to pay transaction costs and for working capital and general corporate purposes. On July 28, 2014 , the Credit Agreement was amended and we borrowed an additional $35.0 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, 2015 . 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 Hawaii Retail Credit Agreement on December 17, 2015 , we repaid the full amount outstanding under the Advance on December 22, 2015 . On June 15, 2016 , the Delayed Draw Term Loan and Bridge Loan Credit Agreement was amended to permit (i) the issuance of the 5.00% Convertible Senior Notes , (ii) the issuance of our Bridge Notes and (iii) the WRC Acquisition . We paid a consent fee of $2.5 million in connection with this amendment, $1.3 million of which was paid to an affiliate of Whitebox Advisors, LLC ("Whitebox"), one of our largest stockholders. On June 21, 2016 , we repaid $5 million of the Term Loan pursuant to the terms of the amendment, $3.3 million of which was allocated to an affiliate of Whitebox. Please read Note 20—Related Party Transactions for additional information. 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 $30.0 million and a senior secured revolving line of credit of up to $5.0 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 $22.1 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 then existing term loan. We repaid in full and terminated the Retail Credit Agreement in December 2015 upon entering into the Hawaii Retail Credit Facilities and expensed $58 thousand of financing costs associated with the Retail Credit Agreement. Texadian Uncommitted Credit Agreement On June 12, 2013, Texadian Energy, Inc. ("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 $50.0 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. On February 20, 2015, the Uncommitted Credit Agreement was amended and restated, increasing the uncommitted loans and letters of credit capacity to $200.0 million and extending the maturity date. The agreement expired in February 2016. 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 $50.0 million and a senior secured revolving line of credit in the aggregate principal amount of up to $5.0 million . 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 Hawaii Retail Credit Facilities 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, 2016 , 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 September 2, 2016 and declared effective on September 16, 2016 (“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 $750.0 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”). We have 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 us, whether by cash dividends, loans or advances." id="sjs-B4">Note 11—Debt The following table summarizes our outstanding debt as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Hawaii Retail Credit Facilities (1) $ 95,319 $ 110,000 5% Convertible Senior Notes due 2021 115,000 — Term Loan 60,361 60,119 Par Wyoming Holdings Term Loan 67,325 — Wyoming Refining Senior Secured Term Loan 55,715 — Wyoming Refining Senior Secured Revolver 6,700 — Principal amount of long-term debt 400,420 170,119 Less: unamortized discount and deferred financing costs (30,024 ) (4,907 ) Total debt, net of unamortized discount and deferred financing costs 370,396 165,212 Less: current maturities (20,286 ) (11,000 ) Long-term debt, net of current maturities $ 350,110 $ 154,212 ________________________________________________________ (1) Represents credit agreement with KeyBank (formerly the "Keybank Credit Agreement"). Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2017 $ 20,286 2018 124,490 2019 11,000 2020 11,000 2021 193,325 Thereafter 40,319 Total $ 400,420 Our debt is subject to various affirmative and negative covenants. As of December 31, 2016 , we were in compliance with all debt covenants. Some of our subsidiaries have restrictions in their respective credit facilities with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us. Par Wyoming Holdings Credit Agreement On July 14, 2016 , in connection with the WRC Acquisition , Par Wyoming Holdings, LLC, our indirect wholly owned subsidiary, entered into the Par Wyoming Holdings Credit Agreement with certain lenders and Chambers Energy Management, LP, as agent, which provides for a single advance secured term loan to our subsidiary in the amount of $65.0 million (the " Par Wyoming Holdings Term Loan ") at the closing of the WRC Acquisition . The proceeds of the Par Wyoming Holdings Term Loan were used to pay a portion of the consideration for the WRC Acquisition , to pay certain fees and closing costs and for general corporate purposes. The Par Wyoming Holdings Term Loan matures and is fully payable on July 14, 2021 and may be prepaid, subject to the terms and requirements set forth in the Par Wyoming Holdings Credit Agreement . Interest is payable entirely in cash or, at our election with respect to any fiscal quarter, entirely paid-in-kind ("PIK"), provided that we may not elect to pay interest in the form of PIK for more than twelve fiscal quarters in the aggregate. The Par Wyoming Holdings Term Loan will bear interest at a rate equal to LIBOR plus an applicable interest margin. With respect to cash interest, the applicable interest margin is at a rate per annum equal to 9.5% . With respect to PIK interest, the applicable interest margin is at a rate per annum equal to 13% . Interest is payable in arrears on (a) the last day of each fiscal quarter, (b) the maturity date and (c) the date of any repayment or prepayment of the Par Wyoming Holdings Term Loan . The Par Wyoming Holdings Credit Agreement contains various affirmative and negative covenants affecting the businesses and operations of certain of our subsidiaries, including Wyoming Refining Company and its subsidiaries. In addition, the Par Wyoming Holdings Credit Agreement requires compliance with a leverage ratio covenant calculated quarterly commencing on September 30, 2017 . The Par Wyoming Holdings Term Loan is secured by a security interest in substantially all of the assets of Par Wyoming Holdings, LLC, including a pledge of the equity interests of Par Wyoming, LLC, and by a security interest in all of the equity interests in Par Wyoming Holdings, LLC held by Par Petroleum, LLC, a Delaware limited liability company and wholly owned subsidiary of Par. Wyoming Refining Credit Facilities Wyoming Refining Company and its wholly owned subsidiary, Wyoming Pipeline Company LLC, are borrowers (the “ Wyoming Refining Credit Facility Borrowers ”) under a Third Amended and Restated Loan Agreement dated as of April 30, 2015 (as amended, the “ Wyoming Refining Credit Facilities ”), with Bank of America, N.A. ("BofA"), as the lender. The Wyoming Refining Credit Facilities remained in place following the consummation of the WRC Acquisition and mature on April 30, 2018. On July 14, 2016 , and in connection with the consummation of the WRC Acquisition , the Wyoming Refining Credit Facilities were amended pursuant to a Third Amendment to Third Amended and Restated Loan Agreement (the “Third Loan Amendment”) and a Fourth Amendment to Third Amended and Restated Loan Agreement (the “Fourth Loan Amendment”). Pursuant to the Third Loan Amendment, which was entered into immediately prior to the consummation of the WRC Acquisition , Black Elk Refining, LLC was released from all of its obligations under the Wyoming Refining Credit Facilities and Par Wyoming, LLC joined and became a party to the Wyoming Refining Credit Facilities and the applicable security agreement and guaranteed all obligations of the borrowers under the Wyoming Refining Credit Facilities . The Fourth Loan Amendment was entered into immediately following the consummation of the WRC Acquisition and amended certain covenants in the Wyoming Refining Credit Facilities applicable to Par Wyoming, LLC and the Wyoming Refining Credit Facility Borrowers . The Wyoming Refining Credit Facilities provide for (a) a revolving credit facility in the maximum principal amount at any time outstanding of $30 million (" Wyoming Refining Senior Secured Revolver "), subject to a borrowing base, which provides for revolving loans and for the issuance of letters of credit and (b) certain term loans that are fully advanced (" Wyoming Refining Senior Secured Term Loan "). Once repaid, the Wyoming Refining Senior Secured Term Loan may not be reborrowed. The Wyoming Refining Senior Secured Term Loan bears interest at a rate equal to monthly LIBOR plus 3.0% . Interest is payable in arrears on a monthly basis. The Wyoming Refining Senior Secured Term Loan requires quarterly principal payments of $2.3 million and the remaining unpaid balance is due at maturity. As of December 31, 2016 , the letter of credit outstanding related to this agreement was immaterial. The Wyoming Refining Credit Facilities require our subsidiaries and the borrowers under the Wyoming Refining Credit Facilities to comply with various affirmative, negative and financial covenants affecting their respective businesses, including certain financial covenants tested on a monthly basis, beginning July 31, 2016, through December 31, 2016, and quarterly thereafter. Included in these financial covenants are (1) a leverage ratio of not greater than 3.00 to 1.00 calculated on an annualized basis for each month ending on or before December 31, 2016 and on a trailing twelve-month basis for each fiscal quarter thereafter and (2) a fixed charge coverage ratio calculated as of the end of each month ending on or before December 31, 2016 and as of the end of each fiscal quarter thereafter. The fixed charge coverage ratio requires a ratio of at least 1.25 to 1.00. Pursuant to the Third Loan Amendment, we made a deposit of $10 million into a cash collateral account with BofA (the "Cash Collateral") as a security for the Wyoming Refining Credit Facilities . The Cash Collateral was released to Par in November 2016 upon meeting certain financial covenants and other requirements. All loans and letters of credit issued under the Wyoming Refining Credit Facilities are secured by a first-priority security interest and lien on substantially all assets of the Wyoming Refining Credit Facility Borrowers and Par Wyoming, LLC. Bridge Notes On July 14, 2016 , we issued approximately $52.6 million in aggregate principal amount of the Bridge Notes in a private offering pursuant to the terms of a note purchase agreement (the “Note Purchase Agreement”) entered into among the purchasers of the Bridge Notes and us. The net proceeds from the sale of the Bridge Notes of $50.0 million were used to fund a portion of the consideration for the WRC Acquisition . Affiliates of EGI, a related party, purchased approximately $36.8 million aggregate principal amount of Bridge Notes. Affiliates of EGI were paid a fee of $1.8 million upon the closing of the Bridge Notes offering for executing the Bridge Notes Commitment Letter. Please read Note 20—Related Party Transactions for further discussion. On September 22, 2016 , we completed a registered pro-rata subscription rights offering of approximately 4 million shares of our common stock (the “Rights Offering”). The Rights Offering resulted in gross proceeds, before expenses, of approximately $49.9 million . We used the net proceeds from the Rights Offering to repay all accrued and unpaid interest and a portion of the outstanding principal amount on the Bridge Notes. The remaining $3.1 million aggregate principal amount and $0.3 million unpaid interest of the Bridge Notes was mandatorily converted into 272,733 shares of our common stock based on a conversion price of $12.25 per share. In connection with our repayment of the Bridge Notes, we expensed $3.0 million of financing costs, which are included within Interest expense and financing costs, net on our consolidated statements of operations for the year ended December 31, 2016 . 5% Convertible Senior Notes Due 2021 In June 2016, we completed the issuance and sale of an aggregate $115 million principal amount of the 5.00% Convertible Senior Notes in a private placement under Rule 144A (the "Notes Offering"). The Notes Offering included the exercise in full of an option to purchase an additional $15 million in aggregate principal amount of the 5.00% Convertible Senior Notes granted to the initial purchasers. The net proceeds of $111.6 million (net of original issue discount of 3%) from the sale of the 5.00% Convertible Senior Notes were used to finance a portion of the WRC Acquisition , to repay $5 million in principal amount of the Term Loan and for general corporate purposes. The 5.00% Convertible Senior Notes bear interest at a rate of 5.00% per year beginning June 21, 2016 (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2016 ) and will mature on June 15, 2021 . The initial conversion rate for the notes is 55.5556 shares of common stock per $1,000 principal amount of the 5.00% Convertible Senior Notes (or a total amount of 6,388,894 shares), which is equivalent to an initial conversion price of approximately $18.00 per share of common stock, subject to adjustment upon the occurrence of certain events. Conversions of the 5.00% Convertible Senior Notes will be settled in cash, shares of common stock or a combination thereof at our election. The holders of the 5.00% Convertible Senior Notes may exercise their conversion rights at any time prior to the close of business on the business day immediately preceding the maturity date under certain circumstances. The 5.00% Convertible Senior Notes are not redeemable by us prior to June 20, 2019 . On or after June 20, 2019 , we may redeem all or any portion of the 5.00% Convertible Senior Notes if the last reported sales price of our common stock is at least 140% of the conversion price then in effect (i) on the trading day immediately preceding the date on which we provide notice of redemption and (ii) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 5.00% Convertible Senior Notes to be redeemed, plus accrued and unpaid interest and a make-whole premium, which is equal to the present value of the remaining scheduled payments of interest on the 5.00% Convertible Senior Notes to be redeemed from the relevant redemption date to the maturity date of June 15, 2021 . We have determined that the redemption option and the related make-whole premium represent an embedded derivative that is not clearly and closely related to the 5.00% Convertible Senior Notes . Please read Note 12—Derivatives for further information on embedded derivatives. We separately account for the liability and equity components of the 5.00% Convertible Senior Notes . The fair value of the liability component was calculated using a discount rate of an identical debt instrument without a conversion feature. Based on this borrowing rate, the fair value of the liability component of the 5.00% Convertible Senior Notes on the issuance date was $89.3 million . The carrying amount of the equity component was determined to be $22.2 million by deducting the fair value of the liability component from the $111.6 million net proceeds of the 5.00% Convertible Senior Notes . The deferred financing costs of $0.6 million related to 5.00% Convertible Senior Notes were allocated on a proportionate basis between Long-term debt and Additional paid-in capital on the consolidated balance sheet. As of December 31, 2016 , the if-converted value did not exceed the outstanding principal amount of the 5.00% Convertible Senior Notes . As of December 31, 2016 , the outstanding principal amount of the 5.00% Convertible Senior Notes was $115.0 million , the unamortized discount and deferred financing cost was $24.0 million and the carrying amount of the liability component was $91.0 million . The unamortized discount and deferred financing costs will be amortized to Interest expense and financing costs, net over the term of the 5.00% Convertible Senior Notes . Hawaii Retail Credit Facilities On December 17, 2015 , we entered into the Hawaii Retail Credit Facilities in the form of a revolving credit facility up to $5 million (" Hawaii Retail Revolving Credit Facilities ") that provides for revolving loans and for the issuance of letters of credit and term loans (“ Hawaii Retail Term Loans ”) in the aggregate principal amount of $110 million . The proceeds of the Hawaii Retail Term Loans were used to repay in full existing indebtedness under the 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, 2016 , we have not made any borrowings under the Hawaii Retail Revolving Credit Facilities . Hawaii Retail Term Loans principal payments of $2.75 million are made on the last business day of each fiscal quarter beginning with the quarter ending March 31, 2016. All remaining outstanding amounts are fully payable on December 17, 2022 . The Hawaii Retail Revolving Credit Facilities mature 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 Hawaii Retail Revolving Credit Facilities are not to expire later than 30 days prior to the maturity date of the Hawaii Retail Revolving Credit Facilities . The Hawaii Retail Term Loans and advances under the Hawaii Retail Revolving Credit Facilities 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 2016 on the outstanding loan was 3.757% . The applicable margins for the Hawaii Retail Term Loans and advances under the Hawaii Retail Revolving Credit Facilities 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 Hawaii Retail Credit Facilities , including usage fees for letters of credit and commitment fees for the unused revolver commitment under the Hawaii Retail Revolving Credit Facilities . Pursuant to the Hawaii Retail Credit Facilities , 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 Hawaii Retail Credit Facilities 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 $50.0 million ("Term Loan") and a bridge loan of up to $75.0 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 a deposit per the Mid Pac merger agreement, to pay transaction costs and for working capital and general corporate purposes. On July 28, 2014 , the Credit Agreement was amended and we borrowed an additional $35.0 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, 2015 . 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 Hawaii Retail Credit Agreement on December 17, 2015 , we repaid the full amount outstanding under the Advance on December 22, 2015 . On June 15, 2016 , the Delayed Draw Term Loan and Bridge Loan Credit Agreement was amended to permit (i) the issuance of the 5.00% Convertible Senior Notes , (ii) the issuance of our Bridge Notes and (iii) the WRC Acquisition . We paid a consent fee of $2.5 million in connection with this amendment, $1.3 million of which was paid to an affiliate of Whitebox Advisors, LLC ("Whitebox"), one of our largest stockholders. On June 21, 2016 , we repaid $5 million of the Term Loan pursuant to the terms of the amendment, $3.3 million of which was allocated to an affiliate of Whitebox. Please read Note 20—Related Party Transactions for additional information. 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 $30.0 million and a senior secured revolving line of credit of up to $5.0 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 $22.1 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 then existing term loan. We repaid in full and terminated the Retail Credit Agreement in December 2015 upon entering into the Hawaii Retail Credit Facilities and expensed $58 thousand of financing costs associated with the Retail Credit Agreement. Texadian Uncommitted Credit Agreement On June 12, 2013, Texadian Energy, Inc. ("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 $50.0 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. On February 20, 2015, the Uncommitted Credit Agreement was amended and restated, increasing the uncommitted loans and letters of credit capacity to $200.0 million and extending the maturity date. The agreement expired in February 2016. 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 $50.0 million and a senior secured revolving line of credit in the aggregate principal amount of up to $5.0 million . 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 Hawaii Retail Credit Facilities 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, 2016 , 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 September 2, 2016 and declared effective on September 16, 2016 (“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 $750.0 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”). We have 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 us, whether by cash dividends, loans or advances. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Note 12—Derivatives Commodity 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 (excluding depreciation) 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 (excluding depreciation) on our consolidated statements of operations. We are also required under the Supply and Offtake Agreements to hedge the time spread between the period of crude oil cargo pricing and the month of delivery. We utilize OTC swaps to accomplish this. 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. 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, 2016 , our open commodity derivative contracts represent: • OTC swap purchases of 100 thousand barrels that economically hedge our crude oil and refined products inventory; • futures purchases of 315 thousand barrels that economically hedge our sales of refined products; and • option collars of 52 thousand barrels per month through December 2017 and option collars and OTC swaps of 20 thousand barrels per month through December 2018 that economically hedge our internally consumed fuel. Interest Rate Derivatives We are exposed to interest rate volatility in our outstanding debt and in the Supply and Offtake Agreements. We utilize interest rate swaps to manage our interest rate risk. As of December 31, 2016 , we had locked in an average fixed rate of 1.1% in exchange for a floating interest rate indexed to the three-month LIBOR on an aggregate notional amount of $200.0 million . The interest rate swaps mature in February 2019 and March 2021. In June 2016, we completed the issuance and sale of an aggregate of $115.0 million principal amount of the 5.00% Convertible Senior Notes . Please read Note 11—Debt for further discussion. Upon redemption of our 5.00% Convertible Senior Notes on or after June 20, 2019 at our election, we are obligated to pay a make-whole premium equal to the present value of the remaining scheduled payments of interest on the 5.00% Convertible Senior Notes to be redeemed from the relevant redemption date to the maturity date of June 15, 2021 . We have determined that the redemption option and the related make-whole premium represent an embedded derivative that is not clearly and closely related to the 5.00% Convertible Senior Notes . As such, we have accounted for this embedded derivative at fair value with changes in the fair value recorded in Interest expense and financing costs, net on our consolidated statements of operations. As of December 31, 2016 , this embedded derivative was deemed to have a de minimis fair value. The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2016 and 2015 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2016 2015 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ — $ 4,577 Commodity derivatives (1) Other long-term assets 2,748 — Commodity derivatives Other accrued liabilities (595 ) (9,534 ) Commodity derivatives Other liabilities — (4,925 ) J. Aron repurchase obligation derivative Obligations under inventory financing agreements (20,000 ) 9,810 Interest rate derivatives Prepaid and other current assets 161 — Interest rate derivatives Other long-term assets 3,377 — Interest rate derivatives Other accrued liabilities (94 ) — _________________________________________________________ (1) Does not include cash collateral of $2.7 million and $20.9 million recorded in Prepaid and other current assets and $7.0 million and $7.0 million in Other long-term assets as of December 31, 2016 and 2015 , respectively. The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our consolidated statements 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 2016 2015 2014 Commodity derivatives Cost of revenues (excluding depreciation) $ (1,338 ) $ 14,367 $ 8,228 J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) (29,810 ) 12,654 — Interest rate derivatives Interest expense 2,729 — — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
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 Wyoming Refining The preliminary fair values of the assets acquired and liabilities assumed as a result of the Wyoming Refining acquisition were estimated as of July 14, 2016 , the date of the acquisition, using valuation techniques described in notes (1) through (5) described below. Valuation Fair Value Technique (in thousands) Net working capital $ (11,590 ) (1) Property, plant and equipment 254,367 (2) Goodwill 64,994 (3) Long-term debt (68,136 ) (4) Other non-current liabilities (30,269 ) (5) Total $ 209,366 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. (2) The fair value of 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. 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. (3) The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. (4) Long-term debt was recorded at carrying value. The carrying value of long-term debt approximates fair value due to its floating interest rate. (5) Other non-current liabilities include environmental liabilities and the underfunded status of the Wyoming Refining defined benefit plan. The underfunded status of the defined benefit plan represents the difference between the fair value of the plan's assets and the projected benefit obligations. Environmental liabilities are based on management’s best estimates of probable future costs using current available information. We consider this to be a Level 3 fair value measurement. 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 April 1, 2015 , 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 $ 15,989 (1) Property, plant and equipment 40,997 (2) Land 34,800 (3) Goodwill 26,942 (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. 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. During 2016, there was no impairment recorded in connection with our investment in Laramie Energy. Assets and Liabilities Measured at Fair Value on a Recurring Basis Common stock warrants As of December 31, 2016 and 2015 , we had approximately 354,350 and 345,135 common stock warrants outstanding, respectively. Beginning with the first quarter 2016, we estimate the fair value of our outstanding common stock warrants using the difference between the strike price of the warrant and the market price of our common stock, which is a Level 3 fair value measurement. As of December 31, 2016 , the warrants had a weighted-average exercise price of $0.10 and a remaining term of 5.67 years. Previously, we estimated the fair value of our outstanding common stock warrants using a simulation model, which is considered to be a Level 3 fair value measurement. Significant inputs used in the simulation model as of December 31, 2015 included: December 31, 2015 Stock price $ 23.54 Weighted-average exercise price $ 0.10 Term (years) 6.67 Risk-free interest rate 2.04 % Expected volatility 43.0 % The expected volatility was based on the 7 -year historical volatilities of comparable public companies. The estimated fair value of the common stock warrants was $14.49 and $23.47 per share as of December 31, 2016 and 2015 , 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. We utilize interest rate swaps to manage our interest rate risk. 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 (excluding depreciation) on our consolidated statements of operations. Upon redemption of our 5.00% Convertible Senior Notes on or after June 20, 2019 at our election, we are obligated to pay a make-whole premium equal to the present value of the remaining scheduled payments of interest on the 5% Convertible Senior Notes to be redeemed from the relevant redemption date to the maturity date of June 15, 2021 . We have determined that the redemption option and the related make-whole premium represent an embedded derivative that is not clearly and closely related to the 5.00% Convertible Senior Notes. As of December 31, 2016 , this embedded derivative was deemed to have a de minimis fair value. 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, 2016 or 2015 . Please read Note 12—Derivatives for further information on derivatives. Contingent consideration The cash consideration for our acquisition of PHR may be adjusted 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. As of December 31, 2016, the earn-out measurement period is complete and our estimated liability no longer relies on forecasts and simulations. We consider this to be a Level 3 fair value measurement. See Note 14—Commitments and Contingencies for further discussion. Financial Statement Impact Fair value amounts by hierarchy level as of December 31, 2016 and 2015 are presented gross in the tables below (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 190 $ 26,095 $ — $ 26,285 $ (23,537 ) $ 2,748 Interest rate derivatives — 3,602 — 3,602 (64 ) 3,538 Total $ 190 $ 29,697 $ — $ 29,887 $ (23,601 ) $ 6,286 Liabilities Common stock warrants $ — $ — $ (5,134 ) $ (5,134 ) $ — $ (5,134 ) Contingent consideration — — — — — — Commodity derivatives (54 ) (24,078 ) — (24,132 ) 23,537 (595 ) J. Aron repurchase obligation derivative — — (20,000 ) (20,000 ) — (20,000 ) Interest rate derivatives — (158 ) — (158 ) 64 (94 ) Total $ (54 ) $ (24,236 ) $ (25,134 ) $ (49,424 ) $ 23,601 $ (25,823 ) 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 ) _________________________________________________________ (1) Does not include cash collateral of $9.7 million and $28.0 million as of December 31, 2016 and 2015 , 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, 2016 2015 2014 Beginning balance $ (25,867 ) $ (21,254 ) $ (29,316 ) Settlements 16,810 7,691 780 Acquired — (2,844 ) — Total unrealized income (loss) included in earnings (16,077 ) (9,460 ) 7,282 Ending balance $ (25,134 ) $ (25,867 ) $ (21,254 ) The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2016 and 2015 is as follows (in thousands): Carrying Value Fair Value (1) December 31, 2016 Hawaii Retail Credit Agreement (2) $ 93,853 $ 93,853 5% Convertible Senior Notes due 2021 (3) 91,029 122,229 Term Loan 57,426 62,367 Par Wyoming Holdings Term Loan (2) 65,908 65,908 Wyoming Refining Senior Secured Term Loan (2) 55,480 55,480 Wyoming Refining Senior Secured Revolver (2) 6,700 6,700 Common stock warrants 5,134 5,134 December 31, 2015 Hawaii Retail 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 _________________________________________________________ (1) The fair values of these instruments are considered Level 3 measurements in the fair value hierarchy with the exception of the fair value measurement of the 5.00% Convertible Senior Notes which is considered a Level 2 measurement as discussed below. (2) Fair value approximates carrying value due to the debt's floating rate interest which approximates current market value. (3) The carrying value of the 5.00% Convertible Senior Notes excludes the fair value of the equity component, which was classified as equity upon issuance. We estimate the fair value of the Term Loan using a discounted cash flow analysis and an estimate of the current yield of 11.06% and 9.63% as of December 31, 2016 and 2015 , respectively, by reference to market interest rates for term debt of comparable companies. The fair value of the 5.00% Convertible Senior Notes was determined by aggregating the fair value of the liability and equity components of the notes. The fair value of the liability component of the 5.00% Convertible Senior Notes was determined using a discounted cash flow analysis in which the projected interest and principal payments were discounted at an estimated market yield for a similar debt instrument without the conversion feature. The equity component was estimated based on the Black-Scholes model for a call option with strike price equal to the conversion price, a term matching the remaining life of the 5.00% Convertible Senior Notes and an implied volatility based on market values of options outstanding as of December 31, 2016 . The fair value of the 5.00% Convertible Senior Notes is considered a Level 2 measurement in the fair value hierarchy. 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, 2016 | |
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 financial condition, results of operations or cash flows. 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. United Steelworkers Union Dispute A portion of our employees at the Hawaii 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, the USW filed a claim against PHR before the United States National Labor Relations Board (the “NLRB”) alleging a refusal to bargain collectively and in good faith. On March 29, 2016, the NLRB deferred final determination on the USW charge to the grievance/arbitration process under the extant collective bargaining agreement. Arbitration has not yet been scheduled. PHR denies the USW’s allegations and intends to vigorously defend itself in connection with such claim in the grievance/arbitration process and any subsequent proceeding before the NLRB. 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. Except as disclosed below, 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. Wyoming refinery Our Wyoming refinery is subject to a number of consent decrees, orders and settlement agreements involving the U.S. Environmental Protection Agency ("EPA") and/or the Wyoming Department of Environmental Quality, some of which date back to the late 1970s and several of which remain in effect, requiring further actions at the Wyoming refinery. The largest cost component arising from these various decrees relates to the investigation, monitoring and remediation of soil, groundwater, surface water and sediment contamination associated with the facility’s historic operations. Investigative work by Wyoming Refining and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring and remediation costs are not reasonably estimable for some elements of these efforts. Based on current information, however, preliminary estimates we have received for the well-understood components of these efforts suggest total response costs of approximately $18.0 million , approximately one-third of which we expect to incur in the next 5 years , with the remainder being incurred over approximately 30 years . Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and replace those impoundments with a new wastewater treatment system. Based on preliminary information, reasonable estimates we have received suggest costs of approximately $0.5 million to modify or close the existing wastewater treatment ponds and approximately $11.6 million to design and construct a new wastewater treatment system. Finally, among the various historic consent decrees, orders and settlement agreements into which Wyoming Refining has entered, there are several penalty orders associated with exceedances of permitted limits by the Wyoming refinery’s wastewater discharges. Although the frequency of these exceedances appears to be declining over time, Wyoming Refining may become subject to new penalty enforcement action in the next several years, which could involve penalties in excess of $100,000 . Moreover, in addition to the issues associated with the Wyoming refinery, certain product pipeline assets were acquired in the WRC Acquisition . The Pipeline and Hazardous Materials Administration (“PHMSA”) recently conducted an integrated inspection of the products pipeline with additional follow-up regarding integrity management planning and general operations and maintenance. Based on preliminary discussions with PHMSA following this inspection, the Wyoming refinery anticipates a civil penalty in excess of $100,000 . In connection with our acquisition of, and commencement of operations at, the Wyoming refinery, findings of a past failure to comply with applicable environmental or pipeline safety laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties that could be in excess of $100,000 , the imposition of investigatory, remedial or corrective actions and the issuance of orders enjoining future operations or imposing additional compliance requirements on such operations. Regulation of Greenhouse Gases The EPA regulates GHG under the federal Clean Air Act ("CAA"). 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 federal CAA 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 condition, results of operations or cash flows. 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 Hawaii refinery’s capacity to reduce fuel use and GHG emissions is limited. However, the state’s pending regulation allows and the Hawaii refinery expects to 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 Energy Independence and Security Act of 2007 (the "EISA") that, 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. 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 federal CAA 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, with the most recent rulemaking addressing certain technical corrections and clarifications effective June 21, 2016. The effective date for the new standard is January 1, 2017, giving 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. PHR submitted its application to the EPA for small volume refinery status on December 30, 2014 and the EPA approved the application on September 9, 2015. However, PHR exceeded the 75 thousand barrel average aggregate daily throughput limit for small volume refineries in 2015 and was therefore disqualified from small volume refinery effective as of June 21, 2016. PHR is required to comply with Tier 3 gasoline standards within 30 months of this date. On March 19, 2015, the EPA confirmed the small refinery status of our Wyoming refinery. 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. Along with credit and trading options, potential capital upgrades for the Hawaii and Wyoming refineries are being evaluated. We may also 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 , Par Petroleum, LLC (formerly Hawaii Pacific Energy, a wholly owned subsidiary of Par created for purposes of the PHR acquisition), Tesoro Corporation ("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 On July 18, 2016, PHR and subsidiaries of Tesoro entered into a consent decree with the EPA, the U.S. Department of Justice ("DOJ") and other state governmental authorities concerning alleged violations of the federal CAA related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates ("Consent Decree"), including our Hawaii refinery. As a result of the Consent Decree, PHR expanded its previously-announced 2016 Hawaii refinery turnaround to undertake additional capital improvements to reduce emissions of air pollutants and to provide for certain NOx and SO 2 emission controls and monitoring required by the Consent Decree. Although the turnaround was completed during the third quarter of 2016, work related to the Consent Decree is ongoing. This work subjects us to risks associated with engineering, procurement and construction of improvements and repairs to our facilities and related penalties and fines to the extent applicable deadlines under the Consent Decree are not satisfied, as well as risks related to the performance of equipment required by, or affected by, the Consent Decree. Each of these risks could have a material adverse effect on our business, financial condition, or results of operations. We estimate the cost of compliance with the Consent Decree to be approximately $30.0 million . However, Tesoro is responsible under the Environmental Agreement for reimbursing PHR for all reasonable third-party capital expenditures incurred pursuant to the Consent Decree to the extent related to acts or omissions prior to the date of the closing of the PHR acquisition. Tesoro is obligated to pay all applicable fines and penalties related to the Consent Decree. As of December 31, 2016 , Tesoro has reimbursed us for $6.3 million of the total capital expenditures of $9.6 million incurred in 2016 in connection with the Consent Decree. Net capital expenditures and reimbursements related to the Consent Decree are presented within Capital expenditures on our consolidated statement of cash flows for the year ended December 31, 2016 . 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 date of the closing of the PHR acquisition, any fine, penalty or other cost assessed by a governmental authority in connection with violations of environmental laws by PHR prior to the date of the closing of the PHR acquisition, certain groundwater remediation work, fines or penalties imposed on PHR by the Consent Decree related to acts or omissions of Tesoro prior to the date of the closing of the PHR acquisition 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 $1.0 million and a cap of $15.0 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. As of December 31, 2016 , two related claims totaling approximately $22.4 million remained to be resolved by the trustee for the General Trust and we have reserved approximately $0.5 million representing the estimated value of claims remaining to be settled which are deemed probable and estimable at period end. One of the two remaining claims 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. The second unliquidated claim, which is related to the same plugging and abandonment obligation, was filed by Noble Energy Inc., the operator and majority interest owner of the Sword Unit. 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, only owned an approximate 3.4% aggregate 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. 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 three 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): 2017 $ 957 2018 863 2019 703 2020 167 2021 56 Thereafter — Total minimum lease payments 2,746 Less amount representing interest 183 Total minimum rental payments $ 2,563 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 6 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): 2017 $ 42,513 2018 16,309 2019 11,666 2020 6,932 2021 5,859 Thereafter 32,788 Total minimum rental payments $ 116,067 Rent expense for the years ended December 31, 2016 , 2015 and 2014 was approximately $39.6 million , $17.7 million and $30.2 million , respectively. Major Customers For the years ended December 31, 2016 , 2015 and 2014 , no individual customer accounted for more than 10% of our consolidated revenue . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
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 September 22, 2016 , we issued approximately 4 million shares of our common stock to certain pre-existing investors and other investors in the Rights Offering at a purchase price of $12.25 per share. The gross proceeds from the Rights Offering were approximately $49.9 million , before deducting expenses of approximately $0.9 million , for net proceeds of approximately $49.0 million . The net proceeds from the Rights Offering were used to repay all accrued and unpaid interest and a portion of the outstanding principal amount on the Bridge Notes. Please read Note 11—Debt for further discussion on our Bridge Notes. 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. 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” or "LTIP"). 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. On February 16, 2016, the Board approved the amendment and restatement of the Incentive Plan to increase the number of shares issuable under the Amended and Restated LTIP. The Company’s shareholders ratified the amended and restated Incentive Plan on June 2, 2016. The maximum number of shares that may be granted under the LTIP is 4.0 million shares of common stock. At December 31, 2016, 1.3 million shares were available for future grants and awards under the LTIP. 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 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 recipient of restricted stock units shall not have any of the rights of a stockholder of the Company; the Compensation Committee of the Board shall be entitled to specify with respect to any restricted stock unit award that upon the payment of a dividend by the Company, the Company will hold in escrow an amount in cash equal to the dividend that would have been paid on the restricted stock units had they been converted into the same number of shares of common stock and held by the recipient on that date. Upon adjustment and vesting of the restricted stock unit, any cash payment due with respect to such dividends shall be made to the recipient. 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. The following table summarizes our compensation costs recognized in General and administrative expense under the Incentive Plan and Stock Purchase Plan (in thousands): Years Ended December 31, 2016 2015 2014 Restricted Stock Awards $ 2,975 $ 3,692 $ 4,840 Restricted Stock Units $ 1,255 $ — $ — Stock Option Awards $ 2,352 $ 1,477 $ 188 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. Restricted Stock Awards and Restricted Stock Units The following table summarizes our restricted stock activity (in thousands, except per share amounts): Shares Weighted- Unvested balance at December 31, 2015 438 $ 18.84 Granted 251 17.32 Vested (207 ) 18.83 Forfeited (46 ) 17.48 Unvested balance at December 31, 2016 436 $ 17.83 The total fair value of restricted stock that vested during the years ended December 31, 2016 , 2015 and 2014 was $3.6 million , $4.5 million and $3.1 million , respectively. The estimated weighted-average grant-date fair value per share of restricted stock granted during the years ended December 31, 2016 , 2015 and 2014 was $17.32 , $18.24 and $18.49 , respectively. As of December 31, 2016 , 2015 and 2014 , there was approximately $6.2 million , $7.1 million and $7.5 million , of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.50 years, 2.91 years and 3.75 years, respectively. 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 2016 , 2015 and 2014 are presented below. 2016 2015 2014 Expected life from date of grant (years) 4.4 6.4 5.0 Expected volatility 39.8% 35.0% 35.0% Expected dividend yield —% —% —% Risk-free interest rate 1.16% 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, 2016 641 $ 17.77 4.9 $ 2.5 Issued 1,105 21.49 Forfeited / canceled (3 ) 15.15 Outstanding balance at December 31, 2016 1,743 $ 20.13 6.2 $ — Exercisable, end of year 683 $ 18.64 4.8 $ — The estimated weighted-average grant-date fair value per share of options granted during the year ended December 31, 2016 , 2015 and 2014 was $3.79 , $8.36 and $5.91 , respectively. As of December 31, 2016 and 2015 , there were approximately $4.5 million and $2.8 million , respectively, of total unrecognized compensation costs related to stock option awards, that are expected to be recognized on a straight-line basis over a weighted-average period of 2.84 years and 1.93 years, respectively. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plans | Note 16—Benefit Plans Defined Contribution Plan We maintain two defined contribution plans for our employees. All eligible employees may participate in one of these plans, either immediately or after one year of service, depending on the plan. We match employee contributions up to a maximum of 6% of the employee's eligible compensation. Vesting percentages associated with the employer contributions range from 0% to 100% , depending on the plan and the number of years of service. For the years ended December 31, 2016 , 2015 and 2014 , we made contributions to the plans totaling approximately $3.2 million , $1.4 million and $1.2 million , respectively. Defined Benefit Plan We maintain a defined benefit pension plan (the "Benefit Plan") covering substantially all our Wyoming Refining employees. Benefits are based on years of service and the employee’s highest average compensation received during five consecutive years of the last ten years of employment. Our funding policy is to contribute annually an amount equal to the pension expense, subject to the minimum funding requirements of the Employee Retirement Income Security Act of 1974 and the tax deductibility of such contributions. In December 2016, the Benefit Plan was amended (the "Plan Amendment") to freeze all future benefit accruals for salaried plan participants. The Plan Amendment reduced the projected benefit obligation by $3.1 million as of December 31, 2016 . The curtailment gain of $3.1 million was recognized as reduction of Operating expense (excluding depreciation) in our consolidated statement of operations for the year ended December 31, 2016 . The changes in the projected benefit obligation and the fair value of plan assets of our Benefit Plan for the period from July 14, 2016 to December 31, 2016 were as follows (in thousands): Changes in projected benefit obligation: Projected benefit obligation as of July 14, 2016 $ 34,319 Service cost 668 Interest cost 598 Plan amendment (3,067 ) Actuarial gain (2,436 ) Benefits paid (1,168 ) Projected benefit obligation as of December 31, 2016 $ 28,914 Changes in fair value of plan assets: Fair value of plan assets as of July 14, 2016 $ 22,067 Actual return on plan assets 446 Employer contributions — Benefits paid (1,168 ) Fair value of plan assets as of December 31, 2016 $ 21,345 The underfunded status of our Benefit Plans is recorded within Other liabilities in our consolidated balance sheets. The reconciliation of the underfunded status of our Benefit Plans of December 31, 2016 was as follows: Projected benefit obligation $ 28,914 Fair value of plan assets 21,345 Underfunded status $ 7,569 Amounts recognized in accumulated other comprehensive income: (1) Net actuarial gain $ 2,196 Total accumulated other comprehensive income $ 2,196 ____________________________________________________ (1) As of December 31, 2016, we had no amounts recorded in accumulated other comprehensive income that are expected to be amortized into net periodic benefit cost in 2017. Weighted-average assumptions used to measure our projected benefit obligation as of December 31, 2016 and net periodic benefit costs for the period ended December 31, 2016 are as follows: Projected benefit obligation: Discount rate 4.20 % Rate of compensation increase 4.30 % Net periodic benefit costs: Discount rate 3.80 % Expected long-term rate of return (1) 7.00 % Rate of compensation increase 4.03 % _________________________________________________________ (1) The expected long-term rate of return is based on a blend of historic returns of equity and debt securities. The net periodic benefit cost (credit) for the period from July 14, 2016 to December 31, 2016 includes the following components: Components of net periodic benefit cost (credit): Service cost $ 668 Interest cost 598 Expected return on plan assets (686 ) Plan amendment effect (3,067 ) Net periodic benefit credit $ (2,487 ) The weighted-average asset allocation at December 31, 2016 is as follows: Target Actual Asset category: Equity securities 60 % 56 % Debt securities 30 % 35 % Real estate 10 % 9 % Total 100 % 100 % We have a long-term, risk-controlled investment approach using diversified investment options with minimal exposure to volatile investment options like derivatives. Our Benefit Plan assets are invested in pooled separate accounts administered by the Benefit Plan custodian. The underlying assets in the pooled separate accounts are invested in equity securities, debt securities and real estate. The pooled separate accounts are valued based upon the fair market value of the underlying investments and are deemed to be Level 2. We do not intend to make any contributions to the pension plan during 2017. Based on current data and assumptions, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years : Year Ended 2017 $ 1,060 2018 1,050 2019 1,140 2020 1,240 2021 1,310 Thereafter 7,370 $ 13,170 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) 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 and 2014 were as follows (in thousands): Year Ended December 31, 2015 2014 Benefit obligation at the beginning of year $ 5,414 $ 4,505 Service cost 370 260 Interest cost 212 194 Plan amendments — 48 Plan termination (6,632 ) — Actuarial loss (gain) 636 407 Projected benefit obligation at end of year $ — $ 5,414 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 and 2014 . The weighted-average discount rate used to determine the benefit obligations as of December 31, 2014 was 3.50% . The discount rate was selected by comparing the expected plan cash flows to the December 31, 2014 Citigroup Pension Discount Curve. The weighted-average discount rate used to determine net periodic benefit costs for the years ended December 31, 2015 and 2014 was 3.5% and 4.5% , respectively. |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2016 | |
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 347 thousand shares, 344 thousand shares and 749 thousand shares for the years ended December 31, 2016 , 2015 and 2014 , 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 loss per share (in thousands, except per share amounts): Year Ended December 31, 2016 2015 2014 Net loss $ (45,835 ) $ (39,911 ) $ (47,041 ) Undistributed income allocated to participating securities (2) — — — Net income (loss) attributable to common stockholders $ (45,835 ) $ (39,911 ) $ (47,041 ) Basic weighted-average common stock shares outstanding 42,349 37,678 32,739 Add dilutive effects of common stock equivalents (1) — — — Diluted weighted-average common stock shares outstanding 42,349 37,678 32,739 Basic and diluted loss per common share $ (1.08 ) $ (1.06 ) $ (1.44 ) ________________________________________________________ (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. (2) Participating securities includes restricted stock that has been issued but has not yet vested. For the year ended December 31, 2016 , our calculation of dilutive shares outstanding excluded 451 thousand shares of unvested restricted stock, 1.3 million stock options and 6.4 million outstanding common stock equivalents assuming our 5.00% Convertible Senior Notes had been converted on the date of issuance. For the year ended December 31, 2015 , our calculation of dilutive shares outstanding excluded 535 thousand shares of unvested restricted stock and 632 thousand stock options. For the year ended December 31, 2014 , our calculation of dilutive shares outstanding excluded 446 thousand shares of unvested restricted stock and 88 thousand stock options. As discussed in Note 11—Debt , we have the option of settling the 5.00% Convertible Senior Notes in cash or shares of common stock, or any combination thereof, upon conversion. We have a net loss for the year ended December 31, 2016 ; therefore, there is no impact for the conversion of the 5.00% Convertible Senior Notes on diluted EPS as the effect would be anti-dilutive; however, had we reported net income for the year ended December 31, 2016 , diluted EPS would have been determined using the if-converted method. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18—Income Taxes We have approximately $1.6 billion in net operating loss carryforwards ("NOL carryforwards"); however, we currently have a valuation allowance against this and substantially all of our other deferred taxed assets. 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 in order to recognize deferred tax assets and therefore, a valuation allowance has been recorded for substantially all of our net deferred tax assets at December 31, 2016 and 2015 . 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 two year period following our Bankruptcy. Our amended and restated certificate of incorporation places restrictions upon the ability of certain equity interest holders to transfer their ownership interest in 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, 2016 , 2015 and 2014 , 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 2016, we recorded a benefit for the release of $8.6 million of our valuation allowance to offset future temporary differences associated with the 5.00% Convertible Senior Notes. 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 NOL carryforwards to offset future taxable income of Mid Pac. During 2017 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 $1.4 million , $0.9 million and $1.4 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Current: U.S.—Federal $ — $ — $ — U.S.—State 23 — (264 ) Foreign — (299 ) (80 ) Deferred: U.S.—Federal (7,046 ) (14,685 ) (14 ) U.S.—State (889 ) (1,804 ) (177 ) Foreign — — 80 Total $ (7,912 ) $ (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, 2016 2015 2014 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 1.6 % 3.2 % 1.3 % Expiration of capital loss carryover (17.6 )% (25.5 )% — % Change in valuation allowance 9.2 % 25.3 % (38.8 )% Permanent items (5.7 )% (7.6 )% 3.6 % Provision to return adjustments (7.8 )% (0.8 )% (0.1 )% Actual income tax rate 14.7 % 29.6 % 1.0 % Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2016 2015 Deferred tax assets: Net operating loss $ 611,631 $ 522,541 State deferred tax assets 159 9,160 Capital loss carryforwards — 12,193 Property and equipment 23,203 27,372 Investment in Laramie Energy — 42,986 Contingent consideration — 9,653 Other 10,709 9,234 Total deferred tax assets 645,702 633,139 Valuation allowance (613,866 ) (621,220 ) Net deferred tax assets 31,836 11,919 Deferred tax liabilities: Investment in Laramie Energy 20,600 — Convertible notes 6,866 — Intangible assets 2,671 9,834 Other 2,331 2,023 State liabilities 6 62 Total deferred tax liabilities 32,474 11,919 Total deferred tax liability, net $ (638 ) $ — We have NOL carryforwards as of December 31, 2016 of $1.6 billion for federal income tax purposes. If not utilized, the NOL carryforwards will expire during 2027 through 2035 . 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. During 2016, we amended our federal income tax returns for 2012, 2013 and 2014 to properly reflect amortization deductions with respect to certain development costs related to our investment in Laramie Energy that should have been claimed in those years. The impact of the corrected returns was an increase to the deferred tax asset related to our net operating loss and a corresponding decrease in the deferred tax asset related to our investment in Laramie Energy of approximately $59 million . |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Note 19—Segment Information We report the results for the following five business segments: (i) Refining , (ii) Retail , (iii) Logistics , (iv) Texadian and (v) Corporate and Other. Beginning in the third quarter of 2016, the results of operations of Wyoming Refining are included in our refining and logistics segments. Summarized financial information concerning reportable segments consists of the following (in thousands): For the year ended December 31, 2016 Refining Logistics Retail Texadian Corporate, Eliminations and Other (1) Total Revenues $ 1,702,463 $ 102,779 $ 290,402 $ 41,064 $ (271,663 ) $ 1,865,045 Cost of revenues (excluding depreciation) 1,580,014 65,439 220,545 42,079 (271,738 ) 1,636,339 Operating expense (excluding depreciation) 112,724 11,239 41,291 — 815 166,069 Lease operating expenses — — — — 147 147 Depreciation, depletion and amortization 17,565 4,679 6,372 667 2,334 31,617 General and administrative expense — — — — 42,073 42,073 Acquisition and integration costs — — — — 5,294 5,294 Operating income (loss) $ (7,840 ) $ 21,422 $ 22,194 $ (1,682 ) $ (50,588 ) $ (16,494 ) Interest expense and financing costs, net (28,506 ) Other expense, net (98 ) Change in value of common stock warrants 2,962 Change in value of contingent consideration 10,770 Equity losses from Laramie Energy, LLC (22,381 ) Loss before income taxes (53,747 ) Income tax benefit 7,912 Net loss $ (45,835 ) Total assets $ 772,438 $ 120,443 $ 122,570 $ 5,339 $ 124,643 $ 1,145,433 Goodwill 53,037 36,145 16,550 — — 105,732 Capital expenditures 15,106 1,344 4,375 — 4,008 24,833 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $271.9 million for the year ended December 31, 2016 . 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 Cost of revenues (excluding depreciation) 1,718,729 48,660 215,194 134,780 (329,995 ) 1,787,368 Operating expense (excluding depreciation) 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 Cost of revenues (excluding depreciation) 2,732,817 39,910 187,150 183,511 (205,916 ) 2,937,472 Operating expense (excluding depreciation) 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 Gain on sale of assets, net — — — — 624 624 Trust litigation and settlements — — — — — — 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 income, 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 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
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. On June 15, 2016 , the Term Loan was amended to permit (i) the issuance of the 5.00% Convertible Senior Notes , (ii) the issuance of the Bridge Notes and (iii) the WRC Acquisition . We paid a consent fee of $2.5 million in connection with this amendment, $1.25 million of which was paid to an affiliate of Whitebox, one of our largest stockholders. On June 21, 2016 , we repaid $5 million of the Term Loan pursuant to the terms of the amendment, $3.3 million of which was allocated to an affiliate of Whitebox. Convertible Notes Offering In June 2016, we issued $115 million in aggregate principal amount of our 5.00% Convertible Senior Notes in a private placement under Rule 144A in the Notes Offering. Please read Note 11—Debt for further discussion. Prior to the Notes Offering, we also entered into a backstop convertible note commitment letter with funds managed by Highbridge Capital Management, LLC ("Highbridge") and funds managed on behalf of Whitebox (collectively, the “Backstop Convertible Note Purchasers”), pursuant to which the Backstop Convertible Note Purchasers committed to purchase $100 million aggregate principal amount of senior unsecured convertible notes due 2021, which would be issued in a private offering pursuant to an exemption from the registration requirements of the Securities Act. The obligations of the Backstop Convertible Note Purchasers to purchase convertible notes automatically terminated upon the consummation of the Notes Offering, provided that each of the Back Up Convertible Note Purchasers and their respective affiliates were allocated the opportunity to purchase at least $32.5 million of the 5.00% Convertible Senior Notes offered in the Notes Offering. Affiliates of Whitebox and Highbridge each purchased an aggregate of $47.5 million and $40.4 million , respectively, principal amount of the 5.00% Convertible Senior Notes in the Notes Offering. 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. There were no significant costs incurred related to these agreements during the year s ended December 31, 2016 or 2015 . In October 2015 , we terminated our Services Agreement with Whitebox. Bridge Notes Commitment and Issuance On June 14, 2016 , we entered into a Bridge Notes commitment letter (the “Bridge Notes Commitment Letter”) with entities affiliated with EGI and Highbridge Capital Management pursuant to which such parties committed to purchase an aggregate of up to $52.6 million of Bridge Notes. We paid a fee, in the amount of 5.0% of their respective commitments, to each of the entities affiliated with EGI and Highbridge Capital Management who had committed to purchasing Bridge Notes pursuant to the Bridge Notes Commitment Letter. This fee was deducted from the proceeds received at the Bridge Notes closing in July 2016. On September 22, 2016 , we repaid $49 million of the outstanding interest and principal on the Bridge Notes and converted the remaining outstanding principal amount on the Bridge Notes into 272,733 shares of our common stock. Please read Note 11—Debt for further discussion. |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | Note 21—Quarterly Financial Data (Unaudited) Summarized quarterly data for the years ended December 31, 2016 and 2015 consist of the following (in thousands, except per share amounts): Year Ended December 31, 2016 Q1 Q2 Q3 Q4 Revenues $ 377,812 $ 413,793 $ 510,305 $ 563,136 Operating income (loss) (19,719 ) (3,313 ) (21,784 ) 28,325 Net income (loss) (18,673 ) (13,088 ) (27,761 ) 13,687 Net income (loss) per share Basic $ (0.46 ) $ (0.32 ) $ (0.67 ) $ 0.30 Diluted $ (0.46 ) $ (0.32 ) $ (0.67 ) $ 0.30 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 ) ________________________________________________________ (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, 2016 | |
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, 2016 2015 Company: Unproved properties $ — $ — Proved properties 1,122 1,122 1,122 1,122 Accumulated depreciation and depletion (930 ) (862 ) Total $ 192 $ 260 Company’s share of Laramie Energy: Unproved properties $ 14,416 $ 9,253 Proved properties 334,085 202,195 348,501 211,448 Accumulated depreciation and depletion (91,454 ) (56,241 ) Total $ 257,047 $ 155,207 Costs incurred in oil and gas activities including costs associated with assets retirement obligations, are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Company: Development costs—other $ — $ — $ 102 Total $ — $ — $ 102 Company’s share of Laramie Energy: Acquisition costs $ 65,324 $ — $ — Development costs—other 12,805 21,747 15,599 Total $ 78,129 $ 21,747 $ 15,599 For the years ended December 31, 2016 , 2015 and 2014 , 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 December 31, 2016 , 2015 and 2014 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, 2016 2015 2014 Company: Revenue Oil and gas revenues $ 190 $ 2,019 $ 5,984 Expenses Production costs 147 5,283 5,673 Depletion and amortization 69 42 2,376 Exploration — — — Abandoned and impaired properties — — — Results of operations of oil and gas producing activities $ (26 ) $ (3,306 ) $ (2,065 ) Company’s share of Laramie Energy: Revenue Oil and gas revenues $ 43,607 $ 14,217 $ 26,829 Expenses Production costs 27,750 11,047 11,225 Impairment of unproved properties — 3,977 — Depletion and amortization 17,534 8,226 10,921 Results of operations of oil and gas producing activities $ (1,677 ) $ (9,033 ) $ 4,683 Total results of operations of oil and gas producing activities $ (1,703 ) $ (12,339 ) $ 2,618 |
Oil and Gas Reserve Information
Oil and Gas Reserve Information | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 , 2015 and 2014 , 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, 2016 , 2015 and 2014 is as follows: Gas Oil NGLS Total (MMcf) (Mbbl) (Mbbl) (MMcfe) (1) Company: Balance at January 1, 2014 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 (2) 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 (3) 188 6 — 224 Revisions of quantity estimate 196 3 8 262 Extensions and discoveries — — — — Production (54 ) (2 ) — (66 ) Balance at December 31, 2016 (4) 330 7 8 420 Company’s share of Laramie Energy: Balance at January 1, 2014 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 (2) 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 (3) 133,553 503 4,045 160,841 Revisions of quantity estimate 38,022 87 808 43,392 Extensions and discoveries 638 1 19 758 Acquisitions and divestures 168,887 492 4,701 200,045 Production (15,192 ) (59 ) (552 ) (18,858 ) Balance at December 31, 2016 (4) 325,908 1,024 9,021 386,178 Total at December 31, 2016 326,238 1,031 9,029 386,598 __________________________________________________ (1) MMcfe is based on a ratio of 6 Mcf to 1 barrel. (2) 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. (3) 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. (4) During 2016 , the Company's estimated proved reserves, inclusive of the Company's share of Laramie Energy's estimated proved reserves, increased by 225,533 MMcfe or approximately 140.0% . Acquisitions and divestitures related to our share of Laramie Energy's estimated proved reserves resulted in an increase of 200,045 MMcfe from the beginning of year reserves. This increase was primarily due to Laramie Energy's acquisition of properties in the Piceance Basin for $157.5 million in March 2016 . Please read Note 3—Investment in Laramie Energy, LLC for more information. The increase of 43,392 MMcfe in Revisions of quantity estimate related to our share of Laramie Energy's estimated proved reserves is primarily due to wells that have become economic as a result of increased operator efficiency and cost reductions. Gas Oil NGLS Total (MMcf) (Mbbl) (Mbbl) (MMcfe) (1) 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 December 31, 2016 Proved developed reserves Company 330 7 8 420 Company's share of Laramie Energy 159,500 516 4,349 188,690 Total 159,830 523 4,357 189,110 Proved undeveloped reserves Company — — — — Company's share of Laramie Energy 166,408 508 4,672 197,488 Total 166,408 508 4,672 197,488 __________________________________________________ (1) MMcfe is based on a ratio of 6 Mcf to 1 barrel. Price per MMbtu (2) WTI per Bbl Base pricing, before adjustments for contractual December 31, 2014 $ 4.36 $ 94.99 December 31, 2015 2.39 50.28 December 31, 2016 2.29 42.75 ______________________________________________ (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. (2) The CIG index was used for pricing during 2014 and 2015. In 2016, pricing is based on the Northwest spot price index. 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, 2016 2015 2014 (in thousands) Company: Future net cash flows $ 1,154 $ 690 $ 10,452 Future costs Production 713 345 7,760 Development and abandonment 2 25 37 Income taxes (1) — — — Future net cash flows 439 320 2,655 10% discount factor (154 ) (128 ) (889 ) Discounted future net cash flows $ 285 $ 192 $ 1,766 Company’s share of Laramie Energy: Future net cash flows $ 955,090 $ 425,596 $ 1,268,704 Future costs Production 488,977 249,831 539,796 Development and abandonment 148,708 72,462 236,027 Income taxes (1) — — — Future net cash flows 317,405 103,303 492,881 10% discount factor (174,512 ) (63,302 ) (322,282 ) Discounted future net cash flows $ 142,893 $ 40,001 $ 170,599 Total discounted future net cash flows $ 143,178 $ 40,193 $ 172,365 _______________________________________________ (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, 2016 , 2015 and 2014 are as follows (in thousands): Company Company's Share Total Balance at January 1, 2014 $ 3,537 $ 89,325 $ 92,862 Sales of oil and gas production during the period, net of production costs (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 development and other (1,111 ) 27,632 26,521 Previously estimated development and abandonment costs incurred during the period 102 14,013 14,115 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 production costs (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 development and other (601 ) (8,621 ) (9,222 ) Previously estimated development and abandonment costs incurred during the period — 15,008 15,008 Accretion of discount 177 17,060 17,237 Balance at December 31, 2015 192 40,001 40,193 Sales of oil and gas production during the period, net of production costs (62 ) (7,979 ) (8,041 ) Acquisitions and divestitures — 81,066 81,066 Net change in prices and production costs (20 ) 2,994 2,974 Changes in estimated future development costs 14 (8,575 ) (8,561 ) Extensions, discoveries and improved recovery — 231 231 Revisions of previous quantity estimates, estimated timing of development and other 142 18,350 18,492 Previously estimated development and abandonment costs incurred during the period — 12,805 12,805 Other — — — Accretion of discount 19 4,000 4,019 Balance at December 31, 2016 $ 285 $ 142,893 $ 143,178 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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. |
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 that 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 or 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 statements 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. |
Deferred Turnaround Costs | Deferred Turnaround Costs Refinery turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries, are deferred and amortized on a straight-line basis over the period of time estimated until the next planned turnaround (generally three to five years ). During 2016, we recognized deferred turnaround costs of approximately $32.7 million . Deferred turnaround costs are presented within Other long-term assets on our consolidated balance sheets. |
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 customers, favorable railcar leases, trade names and trademarks. These intangible assets are 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 are presented within Other liabilities on our consolidated balance sheets. Environmental expenses are recorded in Operating expenses on 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. 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. Additionally, we have determined that the redemption option and the related make-whole premium on our 5.00% Convertible Senior Notes represent 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 2013, 2014 and 2015. 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 are recorded on a net basis and included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. These transactions include nonmonetary crude oil and refined product exchange transactions, certain crude oil buy/sell arrangements, and sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another. 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 (excluding depreciation) . 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 (excluding depreciation) in our consolidated statements of operations. Logistics We recognize transportation and storage fees as 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. |
Benefit Plans | Benefit Plans We recognize an asset for the overfunded status or a liability for the underfunded status of our defined benefit pension plan. The funded status is recorded within Other long-term liabilities. Changes in the plan's funded status are 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 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 2015-14"), which defers the effective date of ASU 2015-09 by one year. ASU 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. Further amendments and technical corrections were made to ASU 2014-09 during 2016. ASU 2014-09 allows for either full retrospective adoption or modified retrospective adoption. We are in the process of performing a review of contracts in each of our revenue streams and developing accounting policies to address the provisions of the ASU. We have not finalized any estimates of the potential impacts of this ASU to our financial condition, results of operations and cash flows. We will adopt this ASU on January 1, 2018, using the modified retrospective method with a cumulative adjustment to retained earnings. 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 do not expect the adoption of ASU 2015-02 to have a material impact on our financial condition, results of operations or 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. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for interim periods and fiscal years beginning after December 15, 2016. Early application is permitted and requires that adjustments be reflected as of the beginning of the fiscal year that includes the interim period of adoption. We do not expect the adoption of ASU 2016-09 to have a material impact on our financial condition, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-07, Investments-Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting ("ASU 2016-07"). ASU 2016-07 simplifies the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. Consequently, when an investment qualifies for the equity method (as a result of an increase in the level of ownership interest or degree of influence), the cost of acquiring the additional interest in the investee would be added to the current basis of the investor’s previously held interest and the equity method would be applied subsequently from the date on which the investor obtains the ability to exercise significant influence over the investee. ASU 2016-07 is effective for interim periods and fiscal years beginning after December 15, 2016, and early application is permitted. We do not expect the adoption of ASU 2016-07 to have a material impact on our financial condition, results of operations or cash flows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). The primary purpose of this ASU is to reduce the diversity in practice relating to eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The guidance in this ASU is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. The new guidance must be applied using a retrospective transition method. We do not expect the adoption of ASU 2016-15 to have a material impact on our financial condition, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), which eliminates Step 2 from the current goodwill impairment test. Under ASU 2017-04, an entity is no longer required to determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The guidance in this ASU is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted. This ASU should be applied prospectively from the date of adoption. This ASU will change the policy under which we perform our annual goodwill impairment assessment by eliminating Step 2 of the test. Accounting Principles Adopted 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. We adopted this ASU as of December 31, 2016. The adoption of this ASU did not have a material impact on our financial condition, results of operations and cash flows. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 | |
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, 2016 2015 2014 Beginning balance $ 76,203 $ 104,657 $ 101,796 Equity earnings (loss) from Laramie Energy (28,198 ) (15,713 ) 2,278 Accretion of basis difference 5,818 811 571 Impairment — (41,081 ) — Investments 55,000 27,529 12 Ending balance $ 108,823 $ 76,203 $ 104,657 |
Equity Method Investees Financial Information | Summarized financial information for Laramie Energy is as follows (in thousands): December 31, 2016 2015 Current assets $ 12,199 $ 8,511 Non-current assets 655,022 514,206 Current liabilities 58,067 18,158 Non-current liabilities 186,631 98,624 Year Ended December 31, 2016 2015 2014 Natural gas and oil revenues $ 104,826 $ 42,870 $ 80,471 Income (loss) from operations (27,325 ) (40,984 ) 3,512 Net income (loss) (61,849 ) (49,159 ) 6,576 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | A summary of the 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) 26,942 Intangible assets 33,647 Other non-current assets 1,228 Accounts payable and other current liabilities (10,742 ) Deferred tax liability (16,759 ) Other non-current liabilities (7,235 ) Total $ 129,609 ________________________________________________________ (1) We allocated $13.5 million , $2.7 million and $10.8 million of goodwill to our refining, retail and logistics reporting units, respectively. A summary of the preliminary estimated fair value of the assets acquired and liabilities assumed in the WRC Acquisition is as follows (in thousands): Cash $ 183 Accounts receivable 16,880 Inventories 27,904 Prepaid and other assets 1,304 Property, plant and equipment 254,367 Goodwill (1) 64,994 Accounts payable and other current liabilities (57,861 ) Wyoming Refining Senior Secured Revolver (10,100 ) Wyoming Refining Senior Secured Term Loan (58,036 ) Other non-current liabilities (30,269 ) Total $ 209,366 ______________________________________________ (1) We allocated $39.6 million and $25.4 million of goodwill to our refining and logistics segments, respectively. |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents our consolidated revenues and net income (loss) as if the WRC Acquisition had been completed on January 1, 2015 (in thousands): Year Ended December 31, 2016 2015 Revenues $ 2,026,237 $ 2,369,513 Net income (loss) (51,239 ) (51,582 ) Earnings (loss) per share Basic $ (1.21 ) $ (1.24 ) Diluted $ (1.21 ) $ (1.24 ) 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 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories at December 31, 2016 and 2015 consist of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total December 31, 2016 Crude oil and feedstocks $ 11,620 $ 49,682 $ 61,302 Refined products and blendstock 38,916 77,677 116,593 Warehouse stock and other 20,431 — 20,431 Total $ 70,967 $ 127,359 $ 198,326 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 _________________________________________________________ (1) Please read Note 10—Inventory Financing Agreements for further information. |
Prepaid and Other Current Ass37
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaid and other current assets at December 31, 2016 and 2015 consist of the following (in thousands): December 31, 2016 2015 Advances to suppliers for crude oil purchases $ 38,300 $ 36,247 Collateral posted with broker for derivative instruments 2,714 20,926 Prepaid insurance 7,504 6,773 Derivative assets 161 4,577 Other 4,701 6,914 Total $ 53,380 $ 75,437 |
Property, Plant and Equipment D
Property, Plant and Equipment Disclosure (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Major classes of property, plant and equipment consist of the following (in thousands): December 31, 2016 2015 Land $ 76,437 $ 74,600 Buildings and equipment 412,999 139,908 Other 10,431 6,355 Total property, plant and equipment 499,867 220,863 Proved oil and gas properties 1,122 1,122 Less accumulated depreciation and depletion (49,727 ) (26,845 ) Property, plant and equipment, net $ 451,262 $ 195,140 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligation | The table below summarizes the changes in our recorded asset retirement obligations (in thousands): Year Ended December 31, 2016 2015 2014 Beginning balance $ 8,909 $ 2,580 $ 3,172 Obligations acquired — 5,725 — Accretion expense 362 604 239 Revision in estimate — — (831 ) Liabilities settled during period (229 ) — — Ending balance $ 9,042 $ 8,909 $ 2,580 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | During the year s ended December 31, 2016 and 2015 , the change in the carrying amount of goodwill was as follows (in thousands): Balance at January 1, 2015 $ 20,786 Acquisition of Mid Pac (1) 27,531 Impairment expense (6,990 ) Balance at December 31, 2015 41,327 Acquisition of Wyoming Refining (1) 64,994 Mid Pac acquisition purchase price allocation adjustment (2) (589 ) Balance at December 31, 2016 $ 105,732 ________________________________________________________ (1) Please read Note 4—Acquisitions for further discussion. (2) During 2016, the purchase price allocation was adjusted to record an increase to tax receivables and a decrease to goodwill of $0.6 million . The tax receivable was recorded in connection with a tax refund received by Mid Pac in the first quarter of 2016. |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following (in thousands): December 31, 2016 2015 Intangible assets: Railcar leases $ 3,249 $ 3,249 Trade names and trademarks 6,267 6,267 Customer relationships 32,064 32,064 Total intangible assets 41,580 41,580 Accumulated amortization: Railcar leases (2,599 ) (1,950 ) Trade name and trademarks (4,864 ) (3,540 ) Customer relationships (4,205 ) (1,722 ) Total accumulated amortization (11,668 ) (7,212 ) Net: Railcar leases 650 1,299 Trade name and trademarks 1,403 2,727 Customer relationships 27,859 30,342 Total intangible assets, net $ 29,912 $ 34,368 |
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 2017 $ 3,307 2018 2,658 2019 2,658 2020 2,658 2021 2,658 Thereafter 15,973 $ 29,912 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table summarizes our outstanding debt as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Hawaii Retail Credit Facilities (1) $ 95,319 $ 110,000 5% Convertible Senior Notes due 2021 115,000 — Term Loan 60,361 60,119 Par Wyoming Holdings Term Loan 67,325 — Wyoming Refining Senior Secured Term Loan 55,715 — Wyoming Refining Senior Secured Revolver 6,700 — Principal amount of long-term debt 400,420 170,119 Less: unamortized discount and deferred financing costs (30,024 ) (4,907 ) Total debt, net of unamortized discount and deferred financing costs 370,396 165,212 Less: current maturities (20,286 ) (11,000 ) Long-term debt, net of current maturities $ 350,110 $ 154,212 ________________________________________________________ (1) Represents credit agreement with KeyBank (formerly the "Keybank Credit Agreement"). |
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 2017 $ 20,286 2018 124,490 2019 11,000 2020 11,000 2021 193,325 Thereafter 40,319 Total $ 400,420 |
Schedule Of Applicable Margin For Debt Instrument | The applicable margins for the Hawaii Retail Term Loans and advances under the Hawaii Retail Revolving Credit Facilities 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 Hawaii Retail Credit Facilities , 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, 2016 | |
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, 2016 and 2015 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2016 2015 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ — $ 4,577 Commodity derivatives (1) Other long-term assets 2,748 — Commodity derivatives Other accrued liabilities (595 ) (9,534 ) Commodity derivatives Other liabilities — (4,925 ) J. Aron repurchase obligation derivative Obligations under inventory financing agreements (20,000 ) 9,810 Interest rate derivatives Prepaid and other current assets 161 — Interest rate derivatives Other long-term assets 3,377 — Interest rate derivatives Other accrued liabilities (94 ) — _________________________________________________________ (1) Does not include cash collateral of $2.7 million and $20.9 million recorded in Prepaid and other current assets and $7.0 million and $7.0 million in Other long-term assets as of December 31, 2016 and 2015 , respectively. Fair value amounts by hierarchy level as of December 31, 2016 and 2015 are presented gross in the tables below (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 190 $ 26,095 $ — $ 26,285 $ (23,537 ) $ 2,748 Interest rate derivatives — 3,602 — 3,602 (64 ) 3,538 Total $ 190 $ 29,697 $ — $ 29,887 $ (23,601 ) $ 6,286 Liabilities Common stock warrants $ — $ — $ (5,134 ) $ (5,134 ) $ — $ (5,134 ) Contingent consideration — — — — — — Commodity derivatives (54 ) (24,078 ) — (24,132 ) 23,537 (595 ) J. Aron repurchase obligation derivative — — (20,000 ) (20,000 ) — (20,000 ) Interest rate derivatives — (158 ) — (158 ) 64 (94 ) Total $ (54 ) $ (24,236 ) $ (25,134 ) $ (49,424 ) $ 23,601 $ (25,823 ) 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 ) _________________________________________________________ (1) Does not include cash collateral of $9.7 million and $28.0 million as of December 31, 2016 and 2015 , respectively included on our consolidated balance sheets. |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our consolidated statements 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 2016 2015 2014 Commodity derivatives Cost of revenues (excluding depreciation) $ (1,338 ) $ 14,367 $ 8,228 J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) (29,810 ) 12,654 — Interest rate derivatives Interest expense 2,729 — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 April 1, 2015 , 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 $ 15,989 (1) Property, plant and equipment 40,997 (2) Land 34,800 (3) Goodwill 26,942 (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 preliminary fair values of the assets acquired and liabilities assumed as a result of the Wyoming Refining acquisition were estimated as of July 14, 2016 , the date of the acquisition, using valuation techniques described in notes (1) through (5) described below. Valuation Fair Value Technique (in thousands) Net working capital $ (11,590 ) (1) Property, plant and equipment 254,367 (2) Goodwill 64,994 (3) Long-term debt (68,136 ) (4) Other non-current liabilities (30,269 ) (5) Total $ 209,366 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. (2) The fair value of 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. 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. (3) The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. (4) Long-term debt was recorded at carrying value. The carrying value of long-term debt approximates fair value due to its floating interest rate. (5) Other non-current liabilities include environmental liabilities and the underfunded status of the Wyoming Refining defined benefit plan. The underfunded status of the defined benefit plan represents the difference between the fair value of the plan's assets and the projected benefit obligations. Environmental liabilities are based on management’s best estimates of probable future costs using current available information. We consider this to be a Level 3 fair value measurement. |
Schedule of Share-based Payment Award, Common Stock Warrants | Significant inputs used in the simulation model as of December 31, 2015 included: December 31, 2015 Stock price $ 23.54 Weighted-average exercise price $ 0.10 Term (years) 6.67 Risk-free interest rate 2.04 % Expected volatility 43.0 % |
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, 2016 and 2015 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2016 2015 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ — $ 4,577 Commodity derivatives (1) Other long-term assets 2,748 — Commodity derivatives Other accrued liabilities (595 ) (9,534 ) Commodity derivatives Other liabilities — (4,925 ) J. Aron repurchase obligation derivative Obligations under inventory financing agreements (20,000 ) 9,810 Interest rate derivatives Prepaid and other current assets 161 — Interest rate derivatives Other long-term assets 3,377 — Interest rate derivatives Other accrued liabilities (94 ) — _________________________________________________________ (1) Does not include cash collateral of $2.7 million and $20.9 million recorded in Prepaid and other current assets and $7.0 million and $7.0 million in Other long-term assets as of December 31, 2016 and 2015 , respectively. Fair value amounts by hierarchy level as of December 31, 2016 and 2015 are presented gross in the tables below (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 190 $ 26,095 $ — $ 26,285 $ (23,537 ) $ 2,748 Interest rate derivatives — 3,602 — 3,602 (64 ) 3,538 Total $ 190 $ 29,697 $ — $ 29,887 $ (23,601 ) $ 6,286 Liabilities Common stock warrants $ — $ — $ (5,134 ) $ (5,134 ) $ — $ (5,134 ) Contingent consideration — — — — — — Commodity derivatives (54 ) (24,078 ) — (24,132 ) 23,537 (595 ) J. Aron repurchase obligation derivative — — (20,000 ) (20,000 ) — (20,000 ) Interest rate derivatives — (158 ) — (158 ) 64 (94 ) Total $ (54 ) $ (24,236 ) $ (25,134 ) $ (49,424 ) $ 23,601 $ (25,823 ) 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 ) _________________________________________________________ (1) Does not include cash collateral of $9.7 million and $28.0 million as of December 31, 2016 and 2015 , respectively included on our consolidated balance sheets. |
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, 2016 2015 2014 Beginning balance $ (25,867 ) $ (21,254 ) $ (29,316 ) Settlements 16,810 7,691 780 Acquired — (2,844 ) — Total unrealized income (loss) included in earnings (16,077 ) (9,460 ) 7,282 Ending balance $ (25,134 ) $ (25,867 ) $ (21,254 ) |
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, 2016 and 2015 is as follows (in thousands): Carrying Value Fair Value (1) December 31, 2016 Hawaii Retail Credit Agreement (2) $ 93,853 $ 93,853 5% Convertible Senior Notes due 2021 (3) 91,029 122,229 Term Loan 57,426 62,367 Par Wyoming Holdings Term Loan (2) 65,908 65,908 Wyoming Refining Senior Secured Term Loan (2) 55,480 55,480 Wyoming Refining Senior Secured Revolver (2) 6,700 6,700 Common stock warrants 5,134 5,134 December 31, 2015 Hawaii Retail 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 _________________________________________________________ (1) The fair values of these instruments are considered Level 3 measurements in the fair value hierarchy with the exception of the fair value measurement of the 5.00% Convertible Senior Notes which is considered a Level 2 measurement as discussed below. (2) Fair value approximates carrying value due to the debt's floating rate interest which approximates current market value. (3) The carrying value of the 5.00% Convertible Senior Notes excludes the fair value of the equity component, which was classified as equity upon issuance. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): 2017 $ 957 2018 863 2019 703 2020 167 2021 56 Thereafter — Total minimum lease payments 2,746 Less amount representing interest 183 Total minimum rental payments $ 2,563 |
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): 2017 $ 42,513 2018 16,309 2019 11,666 2020 6,932 2021 5,859 Thereafter 32,788 Total minimum rental payments $ 116,067 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table summarizes our compensation costs recognized in General and administrative expense under the Incentive Plan and Stock Purchase Plan (in thousands): Years Ended December 31, 2016 2015 2014 Restricted Stock Awards $ 2,975 $ 3,692 $ 4,840 Restricted Stock Units $ 1,255 $ — $ — Stock Option Awards $ 2,352 $ 1,477 $ 188 |
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 December 31, 2015 438 $ 18.84 Granted 251 17.32 Vested (207 ) 18.83 Forfeited (46 ) 17.48 Unvested balance at December 31, 2016 436 $ 17.83 |
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 2016 , 2015 and 2014 are presented below. 2016 2015 2014 Expected life from date of grant (years) 4.4 6.4 5.0 Expected volatility 39.8% 35.0% 35.0% Expected dividend yield —% —% —% Risk-free interest rate 1.16% 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, 2016 641 $ 17.77 4.9 $ 2.5 Issued 1,105 21.49 Forfeited / canceled (3 ) 15.15 Outstanding balance at December 31, 2016 1,743 $ 20.13 6.2 $ — Exercisable, end of year 683 $ 18.64 4.8 $ — |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | The changes in the projected benefit obligation and the fair value of plan assets of our Benefit Plan for the period from July 14, 2016 to December 31, 2016 were as follows (in thousands): Changes in projected benefit obligation: Projected benefit obligation as of July 14, 2016 $ 34,319 Service cost 668 Interest cost 598 Plan amendment (3,067 ) Actuarial gain (2,436 ) Benefits paid (1,168 ) Projected benefit obligation as of December 31, 2016 $ 28,914 Changes in fair value of plan assets: Fair value of plan assets as of July 14, 2016 $ 22,067 Actual return on plan assets 446 Employer contributions — Benefits paid (1,168 ) Fair value of plan assets as of December 31, 2016 $ 21,345 |
Schedule of Accumulated and Projected Benefit Obligations | The reconciliation of the underfunded status of our Benefit Plans of December 31, 2016 was as follows: Projected benefit obligation $ 28,914 Fair value of plan assets 21,345 Underfunded status $ 7,569 Amounts recognized in accumulated other comprehensive income: (1) Net actuarial gain $ 2,196 Total accumulated other comprehensive income $ 2,196 ____________________________________________________ (1) As of December 31, 2016, we had no amounts recorded in accumulated other comprehensive income that are expected to be amortized into net periodic benefit cost in 2017. |
Schedule of Assumptions Used | Weighted-average assumptions used to measure our projected benefit obligation as of December 31, 2016 and net periodic benefit costs for the period ended December 31, 2016 are as follows: Projected benefit obligation: Discount rate 4.20 % Rate of compensation increase 4.30 % Net periodic benefit costs: Discount rate 3.80 % Expected long-term rate of return (1) 7.00 % Rate of compensation increase 4.03 % _________________________________________________________ (1) The expected long-term rate of return is based on a blend of historic returns of equity and debt securities. |
Schedule of Net Benefit Costs | The net periodic benefit cost (credit) for the period from July 14, 2016 to December 31, 2016 includes the following components: Components of net periodic benefit cost (credit): Service cost $ 668 Interest cost 598 Expected return on plan assets (686 ) Plan amendment effect (3,067 ) Net periodic benefit credit $ (2,487 ) |
Schedule of Allocation of Plan Assets | The weighted-average asset allocation at December 31, 2016 is as follows: Target Actual Asset category: Equity securities 60 % 56 % Debt securities 30 % 35 % Real estate 10 % 9 % Total 100 % 100 % |
Schedule of Expected Benefit Payments | Based on current data and assumptions, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years : Year Ended 2017 $ 1,060 2018 1,050 2019 1,140 2020 1,240 2021 1,310 Thereafter 7,370 $ 13,170 |
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 and 2014 were as follows (in thousands): Year Ended December 31, 2015 2014 Benefit obligation at the beginning of year $ 5,414 $ 4,505 Service cost 370 260 Interest cost 212 194 Plan amendments — 48 Plan termination (6,632 ) — Actuarial loss (gain) 636 407 Projected benefit obligation at end of year $ — $ 5,414 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 loss per share (in thousands, except per share amounts): Year Ended December 31, 2016 2015 2014 Net loss $ (45,835 ) $ (39,911 ) $ (47,041 ) Undistributed income allocated to participating securities (2) — — — Net income (loss) attributable to common stockholders $ (45,835 ) $ (39,911 ) $ (47,041 ) Basic weighted-average common stock shares outstanding 42,349 37,678 32,739 Add dilutive effects of common stock equivalents (1) — — — Diluted weighted-average common stock shares outstanding 42,349 37,678 32,739 Basic and diluted loss per common share $ (1.08 ) $ (1.06 ) $ (1.44 ) ________________________________________________________ (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. (2) Participating securities includes restricted stock that has been issued but has not yet vested. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Current: U.S.—Federal $ — $ — $ — U.S.—State 23 — (264 ) Foreign — (299 ) (80 ) Deferred: U.S.—Federal (7,046 ) (14,685 ) (14 ) U.S.—State (889 ) (1,804 ) (177 ) Foreign — — 80 Total $ (7,912 ) $ (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, 2016 2015 2014 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 1.6 % 3.2 % 1.3 % Expiration of capital loss carryover (17.6 )% (25.5 )% — % Change in valuation allowance 9.2 % 25.3 % (38.8 )% Permanent items (5.7 )% (7.6 )% 3.6 % Provision to return adjustments (7.8 )% (0.8 )% (0.1 )% Actual income tax rate 14.7 % 29.6 % 1.0 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2016 2015 Deferred tax assets: Net operating loss $ 611,631 $ 522,541 State deferred tax assets 159 9,160 Capital loss carryforwards — 12,193 Property and equipment 23,203 27,372 Investment in Laramie Energy — 42,986 Contingent consideration — 9,653 Other 10,709 9,234 Total deferred tax assets 645,702 633,139 Valuation allowance (613,866 ) (621,220 ) Net deferred tax assets 31,836 11,919 Deferred tax liabilities: Investment in Laramie Energy 20,600 — Convertible notes 6,866 — Intangible assets 2,671 9,834 Other 2,331 2,023 State liabilities 6 62 Total deferred tax liabilities 32,474 11,919 Total deferred tax liability, net $ (638 ) $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 Refining Logistics Retail Texadian Corporate, Eliminations and Other (1) Total Revenues $ 1,702,463 $ 102,779 $ 290,402 $ 41,064 $ (271,663 ) $ 1,865,045 Cost of revenues (excluding depreciation) 1,580,014 65,439 220,545 42,079 (271,738 ) 1,636,339 Operating expense (excluding depreciation) 112,724 11,239 41,291 — 815 166,069 Lease operating expenses — — — — 147 147 Depreciation, depletion and amortization 17,565 4,679 6,372 667 2,334 31,617 General and administrative expense — — — — 42,073 42,073 Acquisition and integration costs — — — — 5,294 5,294 Operating income (loss) $ (7,840 ) $ 21,422 $ 22,194 $ (1,682 ) $ (50,588 ) $ (16,494 ) Interest expense and financing costs, net (28,506 ) Other expense, net (98 ) Change in value of common stock warrants 2,962 Change in value of contingent consideration 10,770 Equity losses from Laramie Energy, LLC (22,381 ) Loss before income taxes (53,747 ) Income tax benefit 7,912 Net loss $ (45,835 ) Total assets $ 772,438 $ 120,443 $ 122,570 $ 5,339 $ 124,643 $ 1,145,433 Goodwill 53,037 36,145 16,550 — — 105,732 Capital expenditures 15,106 1,344 4,375 — 4,008 24,833 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $271.9 million for the year ended December 31, 2016 . 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 Cost of revenues (excluding depreciation) 1,718,729 48,660 215,194 134,780 (329,995 ) 1,787,368 Operating expense (excluding depreciation) 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 Cost of revenues (excluding depreciation) 2,732,817 39,910 187,150 183,511 (205,916 ) 2,937,472 Operating expense (excluding depreciation) 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 Gain on sale of assets, net — — — — 624 624 Trust litigation and settlements — — — — — — 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 income, 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 . |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Summarized quarterly data for the years ended December 31, 2016 and 2015 consist of the following (in thousands, except per share amounts): Year Ended December 31, 2016 Q1 Q2 Q3 Q4 Revenues $ 377,812 $ 413,793 $ 510,305 $ 563,136 Operating income (loss) (19,719 ) (3,313 ) (21,784 ) 28,325 Net income (loss) (18,673 ) (13,088 ) (27,761 ) 13,687 Net income (loss) per share Basic $ (0.46 ) $ (0.32 ) $ (0.67 ) $ 0.30 Diluted $ (0.46 ) $ (0.32 ) $ (0.67 ) $ 0.30 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 ) ________________________________________________________ (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, 2016 | |
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, 2016 2015 Company: Unproved properties $ — $ — Proved properties 1,122 1,122 1,122 1,122 Accumulated depreciation and depletion (930 ) (862 ) Total $ 192 $ 260 Company’s share of Laramie Energy: Unproved properties $ 14,416 $ 9,253 Proved properties 334,085 202,195 348,501 211,448 Accumulated depreciation and depletion (91,454 ) (56,241 ) Total $ 257,047 $ 155,207 |
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, 2016 2015 2014 Company: Development costs—other $ — $ — $ 102 Total $ — $ — $ 102 Company’s share of Laramie Energy: Acquisition costs $ 65,324 $ — $ — Development costs—other 12,805 21,747 15,599 Total $ 78,129 $ 21,747 $ 15,599 |
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, 2016 2015 2014 Company: Revenue Oil and gas revenues $ 190 $ 2,019 $ 5,984 Expenses Production costs 147 5,283 5,673 Depletion and amortization 69 42 2,376 Exploration — — — Abandoned and impaired properties — — — Results of operations of oil and gas producing activities $ (26 ) $ (3,306 ) $ (2,065 ) Company’s share of Laramie Energy: Revenue Oil and gas revenues $ 43,607 $ 14,217 $ 26,829 Expenses Production costs 27,750 11,047 11,225 Impairment of unproved properties — 3,977 — Depletion and amortization 17,534 8,226 10,921 Results of operations of oil and gas producing activities $ (1,677 ) $ (9,033 ) $ 4,683 Total results of operations of oil and gas producing activities $ (1,703 ) $ (12,339 ) $ 2,618 |
Information Regarding Proved Oi
Information Regarding Proved Oil and Gas Reserves (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 , 2015 and 2014 is as follows: Gas Oil NGLS Total (MMcf) (Mbbl) (Mbbl) (MMcfe) (1) Company: Balance at January 1, 2014 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 (2) 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 (3) 188 6 — 224 Revisions of quantity estimate 196 3 8 262 Extensions and discoveries — — — — Production (54 ) (2 ) — (66 ) Balance at December 31, 2016 (4) 330 7 8 420 Company’s share of Laramie Energy: Balance at January 1, 2014 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 (2) 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 (3) 133,553 503 4,045 160,841 Revisions of quantity estimate 38,022 87 808 43,392 Extensions and discoveries 638 1 19 758 Acquisitions and divestures 168,887 492 4,701 200,045 Production (15,192 ) (59 ) (552 ) (18,858 ) Balance at December 31, 2016 (4) 325,908 1,024 9,021 386,178 Total at December 31, 2016 326,238 1,031 9,029 386,598 __________________________________________________ (1) MMcfe is based on a ratio of 6 Mcf to 1 barrel. (2) 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. (3) 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. (4) During 2016 , the Company's estimated proved reserves, inclusive of the Company's share of Laramie Energy's estimated proved reserves, increased by 225,533 MMcfe or approximately 140.0% . Acquisitions and divestitures related to our share of Laramie Energy's estimated proved reserves resulted in an increase of 200,045 MMcfe from the beginning of year reserves. This increase was primarily due to Laramie Energy's acquisition of properties in the Piceance Basin for $157.5 million in March 2016 . Please read Note 3—Investment in Laramie Energy, LLC for more information. The increase of 43,392 MMcfe in Revisions of quantity estimate related to our share of Laramie Energy's estimated proved reserves is primarily due to wells that have become economic as a result of increased operator efficiency and cost reductions. Gas Oil NGLS Total (MMcf) (Mbbl) (Mbbl) (MMcfe) (1) 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 December 31, 2016 Proved developed reserves Company 330 7 8 420 Company's share of Laramie Energy 159,500 516 4,349 188,690 Total 159,830 523 4,357 189,110 Proved undeveloped reserves Company — — — — Company's share of Laramie Energy 166,408 508 4,672 197,488 Total 166,408 508 4,672 197,488 __________________________________________________ (1) MMcfe is based on a ratio of 6 Mcf to 1 barrel. Price per MMbtu (2) WTI per Bbl Base pricing, before adjustments for contractual December 31, 2014 $ 4.36 $ 94.99 December 31, 2015 2.39 50.28 December 31, 2016 2.29 42.75 ______________________________________________ (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. (2) The CIG index was used for pricing during 2014 and 2015. In 2016, pricing is based on the Northwest spot price index. |
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, 2016 2015 2014 (in thousands) Company: Future net cash flows $ 1,154 $ 690 $ 10,452 Future costs Production 713 345 7,760 Development and abandonment 2 25 37 Income taxes (1) — — — Future net cash flows 439 320 2,655 10% discount factor (154 ) (128 ) (889 ) Discounted future net cash flows $ 285 $ 192 $ 1,766 Company’s share of Laramie Energy: Future net cash flows $ 955,090 $ 425,596 $ 1,268,704 Future costs Production 488,977 249,831 539,796 Development and abandonment 148,708 72,462 236,027 Income taxes (1) — — — Future net cash flows 317,405 103,303 492,881 10% discount factor (174,512 ) (63,302 ) (322,282 ) Discounted future net cash flows $ 142,893 $ 40,001 $ 170,599 Total discounted future net cash flows $ 143,178 $ 40,193 $ 172,365 _______________________________________________ (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, 2016 , 2015 and 2014 are as follows (in thousands): Company Company's Share Total Balance at January 1, 2014 $ 3,537 $ 89,325 $ 92,862 Sales of oil and gas production during the period, net of production costs (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 development and other (1,111 ) 27,632 26,521 Previously estimated development and abandonment costs incurred during the period 102 14,013 14,115 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 production costs (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 development and other (601 ) (8,621 ) (9,222 ) Previously estimated development and abandonment costs incurred during the period — 15,008 15,008 Accretion of discount 177 17,060 17,237 Balance at December 31, 2015 192 40,001 40,193 Sales of oil and gas production during the period, net of production costs (62 ) (7,979 ) (8,041 ) Acquisitions and divestitures — 81,066 81,066 Net change in prices and production costs (20 ) 2,994 2,974 Changes in estimated future development costs 14 (8,575 ) (8,561 ) Extensions, discoveries and improved recovery — 231 231 Revisions of previous quantity estimates, estimated timing of development and other 142 18,350 18,492 Previously estimated development and abandonment costs incurred during the period — 12,805 12,805 Other — — — Accretion of discount 19 4,000 4,019 Balance at December 31, 2016 $ 285 $ 142,893 $ 143,178 |
Overview - Additional Informati
Overview - Additional Information (Detail) | 12 Months Ended | |||||||
Dec. 31, 2016segment | Dec. 31, 2016Segment | Mar. 01, 2016 | Feb. 29, 2016 | Jul. 31, 2015 | Jul. 30, 2015 | May 29, 2015 | May 28, 2015 | |
Operating segments | 3 | |||||||
Number of businsess segment | 5 | 2 | ||||||
Laramie Energy Company | ||||||||
Ownership of Laramie Energy, LLC | 42.30% | 42.30% | 42.30% | 32.40% | 32.40% | 34.00% | 34.00% | 33.34% |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Amortization period of planned major maintenance activities, minimum | 3 years | ||
Amortization period of planned major maintenance activities, maximum | 5 years | ||
Deferred turnaround expenditures | $ 32,661 | $ 0 | $ 0 |
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 | ||
Logistic | Minimum | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
PP&E useful life | 3 years | ||
Logistic | 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 | ||
Corporate | Minimum | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
PP&E useful life | 3 years | ||
Corporate | Maximum | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
PP&E useful life | 7 years | ||
Software | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
PP&E useful life | 3 years |
Investment in Laramie Energy -
Investment in Laramie Energy - Additional Information (Detail) - USD ($) | Jul. 31, 2015 | May 29, 2015 | Mar. 09, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 01, 2016 | Feb. 29, 2016 | Jul. 30, 2015 | May 28, 2015 |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment in Laramie Energy, LLC | $ 55,000,000 | $ 27,529,000 | $ 12,000 | |||||||
Depreciation, depletion, amortization and accretion | 31,617,000 | 19,918,000 | 14,897,000 | |||||||
Unrealized loss (gain) on derivative contracts | $ 15,479,000 | (10,896,000) | 1,015,000 | |||||||
Laramie Energy Company | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership of Laramie Energy, LLC | 32.40% | 34.00% | 42.30% | 42.30% | 32.40% | 34.00% | 33.34% | |||
Line credit maximum borrowing amount | $ 400,000,000 | |||||||||
Asset borrowing base currently at | 170,000,000 | |||||||||
Balance outstanding on the revolving credit facility | 117,500,000 | 77,300,000 | ||||||||
Investment in Laramie Energy, LLC | $ 13,800,000 | $ 13,800,000 | ||||||||
Other than temporary impairment charge | 0 | (41,081,000) | 0 | |||||||
Aggregate cash purchase price | 55,000,000 | 27,529,000 | 12,000 | |||||||
Depreciation, depletion, amortization and accretion | 42,700,000 | 24,600,000 | 32,800,000 | |||||||
Unrealized loss (gain) on derivative contracts | (34,500,000) | (16,600,000) | $ 9,800,000 | |||||||
Impairment of unproved properties | 12,300,000 | |||||||||
Amount of equity in underlying assets exceeding carrying value | $ 67,800,000 | $ 55,400,000 | ||||||||
Amortization of natural gas and oil properties | 15 years | |||||||||
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] | ||||||||||
Investment in Laramie Energy, LLC | $ 157,500,000 |
Investment in Laramie Energy 56
Investment in Laramie Energy - Change in Equity Investment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | |||
Beginning balance | $ 76,203 | ||
Equity earnings (loss) from Laramie Energy | (22,381) | $ (55,983) | $ 2,849 |
Ending balance | 108,823 | 76,203 | |
Laramie Energy Company | |||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | |||
Beginning balance | 76,203 | 104,657 | 101,796 |
Equity earnings (loss) from Laramie Energy | (28,198) | (15,713) | 2,278 |
Accretion of basis difference | 5,818 | 811 | 571 |
Impairment | 0 | (41,081) | 0 |
Investments | 55,000 | 27,529 | 12 |
Ending balance | $ 108,823 | $ 76,203 | $ 104,657 |
Investment in Laramie Energy 57
Investment in Laramie Energy - Summarized Financial Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
ASSETS | |||||||||||
Current assets | $ 403,108 | $ 531,752 | $ 403,108 | $ 531,752 | |||||||
Current liabilities | 382,765 | 365,040 | 382,765 | 365,040 | |||||||
Income (loss) from operations | 28,325 | $ (21,784) | $ (3,313) | $ (19,719) | (10,077) | $ 26,274 | $ 27,460 | $ 17,857 | (16,494) | 61,514 | $ (37,532) |
Net income (loss) | 13,687 | $ (27,761) | $ (13,088) | $ (18,673) | (66,836) | $ 14,740 | $ 11,723 | $ 462 | (45,835) | (39,911) | (47,041) |
Laramie Energy Company | |||||||||||
ASSETS | |||||||||||
Current assets | 12,199 | 8,511 | 12,199 | 8,511 | |||||||
Non-current assets | 655,022 | 514,206 | 655,022 | 514,206 | |||||||
Current liabilities | 58,067 | 18,158 | 58,067 | 18,158 | |||||||
Non-current liabilities | $ 186,631 | $ 98,624 | 186,631 | 98,624 | |||||||
Natural gas and oil revenues | 104,826 | 42,870 | 80,471 | ||||||||
Income (loss) from operations | (27,325) | (40,984) | 3,512 | ||||||||
Net income (loss) | $ (61,849) | $ (49,159) | $ 6,576 |
Acquisitions - Wyoming Refining
Acquisitions - Wyoming Refining Company Acquisition (Details) - USD ($) | Jul. 14, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 01, 2015 |
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 105,732,000 | $ 41,327,000 | $ 105,732,000 | $ 41,327,000 | $ 20,786,000 | |||||||||
Acquisition and integration expense | 5,294,000 | 2,006,000 | 11,687,000 | |||||||||||
Revenues | 1,865,045,000 | 2,066,337,000 | 3,108,025,000 | |||||||||||
Net loss | $ 13,687,000 | $ (27,761,000) | $ (13,088,000) | $ (18,673,000) | $ (66,836,000) | $ 14,740,000 | $ 11,723,000 | $ 462,000 | (45,835,000) | $ (39,911,000) | $ (47,041,000) | |||
Wyoming Refining Company | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payments to acquire businesses | $ 209,400,000 | |||||||||||||
Goodwill | 64,994,000 | |||||||||||||
Acquisition and integration expense | 700,000 | |||||||||||||
Revenues | 174,600,000 | |||||||||||||
Net loss | $ 700,000 | |||||||||||||
Other Long Term Assets | Wyoming Refining Company | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Deposit to acquire businesses | $ 5,000,000 | |||||||||||||
Convertible Debt | 5% Convertible Senior Notes due 2021 | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 115,000,000 | $ 115,000,000 | ||||||||||||
Secured Debt | Wyoming Refining Company | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Wyoming Refining Senior Secured Debt | (58,036,000) | |||||||||||||
Debt instrument, face amount | 65,000,000 | |||||||||||||
Refining | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 13,500,000 | |||||||||||||
Refining | Wyoming Refining Company | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | 39,600,000 | |||||||||||||
Logistics | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 10,800,000 | |||||||||||||
Logistics | Wyoming Refining Company | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | 25,400,000 | |||||||||||||
Revolving Credit Facility | Wyoming Refining Company | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Wyoming Refining Senior Secured Debt | $ (10,100,000) |
Acquisitions - Summary of Asset
Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Jul. 14, 2016 | Dec. 31, 2015 | Apr. 01, 2015 | Dec. 31, 2014 |
Goodwill | $ 105,732 | $ 41,327 | $ 20,786 | ||
Wyoming Refining Company | |||||
Cash | $ 183 | ||||
Accounts receivable | 16,880 | ||||
Inventories | 27,904 | ||||
Prepaid and other assets | 1,304 | ||||
Property, plant and equipment | 254,367 | ||||
Goodwill | 64,994 | ||||
Accounts payable and other current liabilities | (57,861) | ||||
Other non-current liabilities | (30,269) | ||||
Total | 209,366 | ||||
Wyoming Refining Company | Secured Debt | |||||
Wyoming Refining Senior Secured Debt | (58,036) | ||||
Wyoming Refining Company | Revolving Credit Facility | |||||
Wyoming Refining Senior Secured Debt | $ (10,100) | ||||
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 | 26,942 | ||||
Intangible assets | 33,647 | ||||
Other non-current assets | 1,228 | ||||
Accounts payable and other current liabilities | (10,742) | ||||
Deferred tax liability | $ (16,800) | (16,759) | |||
Other non-current liabilities | (7,235) | ||||
Total | $ 129,609 |
Acquisitions - Unaudited Pro Fo
Acquisitions - Unaudited Pro Forma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Wyoming Refining Company | |||
Business Acquisition [Line Items] | |||
Revenues | $ 2,026,237 | $ 2,369,513 | |
Net loss | $ (51,239) | $ (51,582) | |
Earnings Per Share [Abstract] | |||
Basic (in dollars per share) | $ (1.21) | $ (1.24) | |
Diluted (in dollars per share) | $ (1.21) | $ (1.24) | |
Mid Pac Petroleum, LLC | |||
Business Acquisition [Line Items] | |||
Revenues | $ 2,093,587 | $ 3,361,739 | |
Net loss | $ (54,941) | $ (28,501) |
Acquisitions - Mid Pac Acquisit
Acquisitions - Mid Pac Acquisition (Detail) - USD ($) $ in Thousands | Apr. 01, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||||||||
Long-term debt | $ 370,396 | $ 165,212 | $ 370,396 | $ 165,212 | |||||||||
Goodwill | 105,732 | 41,327 | 105,732 | 41,327 | $ 20,786 | ||||||||
Acquisition related costs | 5,294 | 2,006 | 11,687 | ||||||||||
Revenues | 1,865,045 | 2,066,337 | 3,108,025 | ||||||||||
Net income (loss) | $ 13,687 | $ (27,761) | $ (13,088) | $ (18,673) | $ (66,836) | $ 14,740 | $ 11,723 | $ 462 | $ (45,835) | (39,911) | (47,041) | ||
Mid Pac Petroleum, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash consideration | $ 74,400 | ||||||||||||
Working capital settlement amount | $ 1,000 | ||||||||||||
Advanced deposit | 15,000 | 10,000 | |||||||||||
Goodwill | 26,942 | ||||||||||||
Acquisition related costs | 800 | $ 6,400 | |||||||||||
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 | ||||||||||||
Par Hawaii Inc. | Mid Pac Petroleum, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | ||||||||||||
Refining | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Goodwill | $ 13,500 | ||||||||||||
Retail | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Goodwill | 2,700 | ||||||||||||
Logistics | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Goodwill | $ 10,800 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Crude oil and feedstocks | $ 61,302 | $ 86,530 |
Refined products and blendstock | 116,593 | 115,631 |
Warehouse stock and other | 20,431 | 17,276 |
Total | 198,326 | 219,437 |
Reserves for the lower of cost or market value of inventory | 200 | 23,700 |
Titled Inventory | ||
Crude oil and feedstocks | 11,620 | 18,404 |
Refined products and blendstock | 38,916 | 28,023 |
Warehouse stock and other | 20,431 | 17,276 |
Total | 70,967 | 63,703 |
Supply and Offtake Agreements | ||
Crude oil and feedstocks | 49,682 | 68,126 |
Refined products and blendstock | 77,677 | 87,608 |
Warehouse stock and other | 0 | 0 |
Total | $ 127,359 | $ 155,734 |
Prepaid and Other Current Ass63
Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Advances to suppliers for crude oil purchases | $ 38,300 | $ 36,247 |
Collateral posted with broker for derivative instruments | 2,714 | 20,926 |
Prepaid insurance | 7,504 | 6,773 |
Derivative assets | 161 | 4,577 |
Other | 4,701 | 6,914 |
Total | $ 53,380 | $ 75,437 |
Property, Plant and Equipment (
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Land | $ 76,437 | $ 74,600 | |
Buildings and equipment | 412,999 | 139,908 | |
Other | 10,431 | 6,355 | |
Total property, plant and equipment | 499,867 | 220,863 | |
Proved oil and gas properties | 1,122 | 1,122 | |
Less accumulated depreciation and depletion | (49,727) | (26,845) | |
Property, plant and equipment, net | 451,262 | 195,140 | |
Depreciation and depletion expense | $ 23,100 | $ 15,300 | $ 11,200 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Asset retirement obligation - beginning of period | $ 8,909 | $ 2,580 | $ 3,172 |
Obligations acquired | 0 | 5,725 | 0 |
Accretion expense | 362 | 604 | 239 |
Revision in estimate | 0 | 0 | (831) |
Liabilities settled during period | (229) | 0 | 0 |
Asset retirement obligation - end of period | $ 9,042 | $ 8,909 | $ 2,580 |
Goodwill and Intangible Asset66
Goodwill and Intangible Assets - Schedule of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 41,327 | $ 20,786 |
Acquisition during period | 64,994 | 27,531 |
Impairment expense | (6,990) | |
HIE acquisition purchase price allocation adjustments | 589 | |
Balance at end of period | $ 105,732 | $ 41,327 |
Goodwill and Intangible Asset67
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||
Impairment expense | $ 6,990 | ||
Discount rate | 15.00% | ||
Amortization expense | $ 4,500 | $ 4,400 | $ 3,700 |
Supplier relationships | Texadian | |||
Goodwill [Line Items] | |||
Impairment of intangible assets | $ 2,600 | ||
Mid Pac Petroleum, LLC | |||
Goodwill [Line Items] | |||
Average useful life | 13 years 7 months |
Goodwill and Intangible Asset68
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 41,580 | $ 41,580 |
Accumulated amortization of intangible assets | (11,668) | (7,212) |
Amortized intangible assets, Net | 29,912 | 34,368 |
Railcar Leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 3,249 | 3,249 |
Accumulated amortization of intangible assets | (2,599) | (1,950) |
Amortized intangible assets, Net | 650 | 1,299 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 6,267 | 6,267 |
Accumulated amortization of intangible assets | (4,864) | (3,540) |
Amortized intangible assets, Net | 1,403 | 2,727 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 32,064 | 32,064 |
Accumulated amortization of intangible assets | (4,205) | (1,722) |
Amortized intangible assets, Net | $ 27,859 | $ 30,342 |
Goodwill and Intangible Asset69
Goodwill and Intangible Assets - Finite-lived Intangible Assets Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 3,307 | |
2,018 | 2,658 | |
2,019 | 2,658 | |
2,020 | 2,658 | |
2,021 | 2,658 | |
Thereafter | 15,973 | |
Amortized intangible assets, Net | $ 29,912 | $ 34,368 |
Inventory Financing Agreements(
Inventory Financing Agreements(Textual) (Detail) barrel / d in Thousands | Jun. 01, 2015USD ($)barrel / dextension | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Feb. 29, 2016USD ($)installment | Sep. 01, 2015USD ($)payment |
Supply and exchange agreement expenses | $ 28,506,000 | $ 20,156,000 | $ 17,995,000 | |||
Loss on termination of financing agreements | 0 | 19,669,000 | 1,788,000 | |||
Accelerated deferred financing costs | 30,024,000 | 4,907,000 | ||||
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 | 7,800,000 | |||||
Supply and exchange agreement expenses | 3,200,000 | 1,500,000 | ||||
Amount of deferred payment arrangement | $ 125,000,000 | 59,400,000 | ||||
Percentage of receivables and inventory for deferred payment | 85.00% | |||||
Deferral arrangement fee | $ 1,300,000 | |||||
Outstanding amount of deferred payment arrangement | 43,300,000 | |||||
Fee agreement receivable | $ 14,600,000 | $ 18,000,000 | ||||
Number of fee agreement payments | 18 | 14 | ||||
Purchase And Supply Commitment, Fee Agreement Payable | $ 14,600,000 | |||||
Supply and Offtake Agreements | ||||||
Handling fees | 6,900,000 | 16,500,000 | ||||
Supply and exchange agreement expenses | 2,300,000 | $ 4,200,000 | ||||
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% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 400,420 | $ 170,119 |
Less: unamortized discount and deferred financing costs | (30,024) | (4,907) |
Total debt, net of unamortized debt discount | 370,396 | 165,212 |
Less current maturities | (20,286) | (11,000) |
Long-term debt, net of current maturities and unamortized discount | 350,110 | 154,212 |
Hawaii Retail Credit Agreement | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 95,319 | 110,000 |
5% Convertible Senior Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 0 | |
Tranche B Loan | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 60,361 | 60,119 |
Par Wyoming Holdings Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 67,325 | 0 |
Wyoming Refining Senior Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 55,715 | 0 |
Wyoming Refining Senior Secured Revolver | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 6,700 | $ 0 |
Convertible Debt | 5% Convertible Senior Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 115,000 |
Debt - Long-Term Debt Maturitie
Debt - Long-Term Debt Maturities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 20,286 | |
2,018 | 124,490 | |
2,019 | 11,000 | |
2,020 | 11,000 | |
2,021 | 193,325 | |
Thereafter | 40,319 | |
Total debt, net of unamortized debt discount | $ 400,420 | $ 170,119 |
Debt - Par Wyoming Holdings Cre
Debt - Par Wyoming Holdings Credit Agreement (Details) - Wyoming Refining Company - Secured Debt | Jul. 14, 2016USD ($) |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 65,000,000 |
Basis spread on variable rate | 9.50% |
Basis spread on variable rate, paid in kind | 13.00% |
Debt - Wyoming Refining Credit
Debt - Wyoming Refining Credit Facilities (Details) - Wyoming Refining Company | Jul. 14, 2016USD ($) | Dec. 31, 2016USD ($) |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Restricted cash and cash equivalents | $ 10,000,000 | |
Revolving Credit Facility | Wyoming Refining Senior Secured Revolver | ||
Debt Instrument [Line Items] | ||
Line credit maximum borrowing amount | $ 30,000,000 | |
Revolver and Term Loan | ||
Debt Instrument [Line Items] | ||
Maximum leverage ratio | 3 | |
Consolidated leverage ratio minimum | 1.25 | |
Term Loan | Wyoming Refining Senior Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Periodic payment, principal amount | $ 2,300,000 | |
Term Loan | Wyoming Refining Senior Secured Term Loan | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.00% |
Debt - Bridge Notes (Details)
Debt - Bridge Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 22, 2016 | Jul. 14, 2016 | Jul. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||
Stock issued in a private transaction, net of offering cost | $ 49,044 | $ 76,056 | $ 103,949 | |||
Conversion of stock, shares converted (in shares) | 0.21 | |||||
Bridge Loan | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 3,100 | $ 52,600 | ||||
Proceeds from issuance of debt | 50,000 | |||||
Accrued interest | 300 | |||||
Debt issuance cost | $ 3,000 | |||||
EGI | Affiliated Entity | Bridge Loan | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | 36,800 | |||||
Debt instrument, fee amount | $ 1,800 | |||||
Rights Offering | Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Stock issued in a private transaction, net of offering cost | $ 49,900 | |||||
Rights Offering | Common Stock | Bridge Loan | ||||||
Debt Instrument [Line Items] | ||||||
Shares subscribed but unissued (in shares) | 4,000,000 | |||||
Conversion of stock, shares converted (in shares) | 272,733 | |||||
Conversion price | $ 12.25 |
Debt - 5% Convertible Senior No
Debt - 5% Convertible Senior Note Due 2021 (Details) | Jun. 27, 2016USD ($)shares | Jun. 30, 2016USD ($) | Sep. 30, 2016 | Dec. 31, 2016USD ($)day | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 21, 2016$ / shares | Jun. 15, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||
Proceeds from borrowings | $ 354,682,000 | $ 208,158,000 | $ 363,620,000 | |||||
Deferred finance costs, net | 30,024,000 | 4,907,000 | ||||||
Principal amount of long-term debt | 400,420,000 | 170,119,000 | ||||||
5% Convertible Senior Notes due 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of long-term debt | 0 | |||||||
Tranche B Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of long-term debt | $ 60,361,000 | $ 60,119,000 | ||||||
Convertible Debt | 5% Convertible Senior Notes due 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 115,000,000 | |||||||
Additional principal amount | 15,000,000 | |||||||
Proceeds from borrowings | 111,600,000 | |||||||
Debt instrument, interest rate | 0.50% | 5.00% | ||||||
Number of equity instruments | shares | 6,388,894 | |||||||
Conversion price | $ / shares | $ 18 | |||||||
Threshold percentage of stock price trigger | 140.00% | |||||||
Threshold trading days | day | 20 | |||||||
Threshold consecutive trading days | 30 days | |||||||
Redemption price, percentage | 100.00% | |||||||
Long-term debt, fair value | $ 89,300,000 | |||||||
Carrying amount of equity component | 22,200,000 | |||||||
Principal amount of long-term debt | $ 115,000,000 | |||||||
Unamortized discount (premium) and debt issuance costs | 24,000,000 | |||||||
Term Loan | Tranche B Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of debt | 5,000,000 | $ 5,000,000 | ||||||
Deferred finance costs, net | $ 2,500,000 | |||||||
Long-term Debt | Convertible Debt | 5% Convertible Senior Notes due 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred finance costs, net | $ 600,000 | |||||||
Reported Value Measurement | 5% Convertible Senior Notes due 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, fair value | $ 91,029,000 |
Debt - Hawaii Retail Credit Fac
Debt - Hawaii Retail Credit Facilities (Details) | Dec. 27, 2015 | Dec. 31, 2016USD ($) | Dec. 17, 2015USD ($) |
Hawaii Retail Credit Agreement | |||
Debt Instrument [Line Items] | |||
Interest rate during period | 3.757% | ||
Interest coverage ratio | 2.50 | ||
Debt service coverage ratio | 1.25 | ||
Hawaii Retail Credit Agreement | Term Loan | |||
Debt Instrument [Line Items] | |||
Line credit maximum borrowing amount | $ 110,000,000 | ||
Debt Instrument, Annual Principal Payment | $ 2,750,000 | ||
Hawaii Retail 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% | ||
Hawaii Retail Credit Agreement | December 31, 2015 — December 31, 2017 | |||
Debt Instrument [Line Items] | |||
Maximum leverage ratio | 4.5 | ||
Hawaii Retail Credit Agreement | March 31, 2018 — December 31, 2018 | |||
Debt Instrument [Line Items] | |||
Maximum leverage ratio | 4.25 | ||
Hawaii Retail Credit Agreement | March 31, 2019 and each fiscal quarter-end thereafter | |||
Debt Instrument [Line Items] | |||
Maximum leverage ratio | 4 |
Debt - Term Loan (Details)
Debt - Term Loan (Details) - USD ($) | Jun. 27, 2016 | Sep. 03, 2014 | Jul. 11, 2014 | Jun. 30, 2016 | Dec. 31, 2016 | Jun. 15, 2016 | Dec. 31, 2015 | Jul. 28, 2014 |
Debt Instrument [Line Items] | ||||||||
Repayment of advance | $ 20,286,000 | |||||||
Deferred finance costs, net | $ 30,024,000 | $ 4,907,000 | ||||||
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% | |||||||
Tranche B Term Loan | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred finance costs, net | $ 2,500,000 | |||||||
Repayments of debt | $ 5,000,000 | $ 5,000,000 | ||||||
Whitebox Advisors, LLC | Tranche B Term Loan | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred finance costs, net | $ 1,250,000 | |||||||
Repayments of debt | $ 3,300,000 |
Debt - ABL Facility (Details)
Debt - ABL Facility (Details) - ABL Revolving Credit Facility - USD ($) | 12 Months Ended | |
Dec. 31, 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 - HIE Retail Credit Agreem
Debt - HIE Retail Credit Agreement (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2016 | May 15, 2015 | Nov. 14, 2013 | |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 165,212,000 | $ 370,396,000 | ||
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 | $ 22,100,000 | $ 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) - USD ($) | Feb. 20, 2015 | Jun. 12, 2013 |
Texadian Uncommitted Credit Agreement | ||
Debt Instrument [Line Items] | ||
Line credit maximum borrowing amount | $ 50,000,000 | |
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 | Dec. 31, 2016 | Apr. 01, 2015 | |
Debt Instrument [Line Items] | |||
Long-term debt | $ 165,212,000 | $ 370,396,000 | |
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] | |||
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) | Sep. 02, 2016USD ($) |
Debt Disclosure [Abstract] | |
Initial offering price | $ 750,000,000 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) bbl in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)bbl | Sep. 30, 2016 | Jun. 30, 2016USD ($) | |
Interest Rate Swap | |||
Credit Derivatives [Line Items] | |||
Fixed interest rate | 1.10% | ||
Notional amount | $ | $ 200,000,000 | ||
Forward Contracts | Over the Counter | Options Collar | |||
Credit Derivatives [Line Items] | |||
Derivative contracts, barrels | 52 | ||
Forward Contracts | Over the Counter | Option Collars and Swap | |||
Credit Derivatives [Line Items] | |||
Derivative contracts, barrels | 20 | ||
Long | Future | Over the Counter | Energy Related Derivative | |||
Credit Derivatives [Line Items] | |||
Derivative contracts, barrels | 100 | ||
Long | Future | Over the Counter | Commodity Contract | |||
Credit Derivatives [Line Items] | |||
Derivative contracts, barrels | 315 | ||
5% Convertible Senior Notes due 2021 | Convertible Debt | |||
Credit Derivatives [Line Items] | |||
Aggregate principal amount | $ | $ 115,000,000 |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivatives Fair Value Amounts (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expenses and Other Current Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | $ 2,700 | $ 20,900 |
Other Noncurrent Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | 7,000 | 7,000 |
Commodity Contract | Prepaid Expenses and Other Current Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 0 | 4,577 |
Commodity Contract | Other Noncurrent Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 2,748 | 0 |
Commodity Contract | Other Accrued Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | (595) | (9,534) |
Commodity Contract | Other Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 0 | (4,925) |
Interest Rate Contract | Other Noncurrent Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 161 | 0 |
Interest Rate Contract | Other Accrued Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 3,377 | 0 |
Interest Rate Contract | Other Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | (94) | 0 |
Over the Counter | Embedded Derivative | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | $ (20,000) | $ 9,810 |
Derivatives - Schedule of Pre-T
Derivatives - Schedule of Pre-Tax Gain (Loss) Recognized in the Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commodity derivatives | Cost of revenues | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Cost of revenues | $ (1,338) | $ 14,367 | $ 8,228 |
J. Aron repurchase obligation derivative | Cost of revenues | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Cost of revenues | (29,810) | 12,654 | 0 |
J. Aron repurchase obligation derivative | Interest Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Cost of revenues | $ 2,729 | $ 0 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Jul. 14, 2016 | Dec. 31, 2015 | Apr. 01, 2015 | Dec. 31, 2014 |
Goodwill | $ 105,732 | $ 41,327 | $ 20,786 | ||
Deferred tax liability | $ (638) | $ 0 | |||
Wyoming Refining Company | |||||
Net working capital | $ (11,590) | ||||
Goodwill | 64,994 | ||||
Long-term debt | (68,136) | ||||
Other non-current liabilities | (30,269) | ||||
Total | 209,366 | ||||
Wyoming Refining Company | Property, Plant and Equipment | |||||
Property, plant and equipment | $ 254,367 | ||||
Mid Pac Petroleum, LLC | |||||
Net working capital | $ 15,989 | ||||
Goodwill | 26,942 | ||||
Intangible assets | 33,647 | ||||
Other non-current assets | 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 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Laramie Energy Company | |||
Schedule of Equity Method Investments [Line Items] | |||
Other than temporary impairment charge | $ 0 | $ 41,081 | $ 0 |
Fair Value Measurements - Commo
Fair Value Measurements - Common Stock Warrants (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock price | $ 23.54 | |
Weighted-average exercise price | $ 0.10 | $ 0.10 |
Term (years) | 5 years 8 months | 6 years 8 months |
Risk-free interest rate | 2.04% | |
Risk-free interest rate | 43.00% | |
Historical volatilities period | 7 years | |
Fair value of common stock warrants | $ 14.49 | $ 23.47 |
Warrant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock warrants outstanding (in shares) | 354,350 | 345,135 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Liabilities | ||
Common stock warrants | $ (5,134) | $ (8,096) |
Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 29,887 | 44,036 |
Derivative asset, fair value, gross liability | (23,601) | (39,459) |
Derivative asset | 6,286 | 4,577 |
Liabilities | ||
Fair value of derivative liability | (49,424) | (79,785) |
Derivative liability, fair value, gross asset | 23,601 | 39,459 |
Derivative liability | (25,823) | (40,326) |
Cash collateral | 9,700 | 28,000 |
Interest Rate Contract | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 3,602 | |
Derivative asset, fair value, gross liability | (64) | |
Derivative asset | 3,538 | |
Liabilities | ||
Fair value of derivative liability | (158) | |
Derivative liability, fair value, gross asset | 64 | |
Derivative liability | (94) | |
Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 190 | 429 |
Liabilities | ||
Fair value of derivative liability | (54) | (396) |
Fair Value, Inputs, Level 1 | Interest Rate Contract | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 0 | |
Liabilities | ||
Fair value of derivative liability | 0 | |
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 29,697 | 33,797 |
Liabilities | ||
Fair value of derivative liability | (24,236) | (43,712) |
Fair Value, Inputs, Level 2 | Interest Rate Contract | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 3,602 | |
Liabilities | ||
Fair value of derivative liability | (158) | |
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 0 | 9,810 |
Liabilities | ||
Fair value of derivative liability | (25,134) | (35,677) |
Fair Value, Inputs, Level 3 | Interest Rate Contract | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 0 | |
Liabilities | ||
Fair value of derivative liability | 0 | |
Exchange Traded | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 26,285 | 34,226 |
Derivative asset, fair value, gross liability | (23,537) | (29,649) |
Derivative asset | 2,748 | 4,577 |
Liabilities | ||
Fair value of derivative liability | (24,132) | (44,108) |
Derivative liability, fair value, gross asset | 23,537 | 29,649 |
Derivative liability | (595) | (14,459) |
Exchange Traded | Equity Option | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 9,810 | |
Derivative asset, fair value, gross liability | (9,810) | |
Derivative asset | 0 | |
Exchange Traded | Embedded Derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Fair value of derivative liability | (20,000) | 0 |
Derivative liability, fair value, gross asset | 0 | 9,810 |
Derivative liability | (20,000) | 9,810 |
Exchange Traded | Fair Value, Inputs, Level 1 | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 190 | 429 |
Liabilities | ||
Fair value of derivative liability | (54) | (396) |
Exchange Traded | Fair Value, Inputs, Level 1 | Equity Option | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 0 | |
Exchange Traded | Fair Value, Inputs, Level 1 | Embedded Derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Fair value of derivative liability | 0 | 0 |
Exchange Traded | Fair Value, Inputs, Level 2 | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 26,095 | 33,797 |
Liabilities | ||
Fair value of derivative liability | (24,078) | (43,712) |
Exchange Traded | Fair Value, Inputs, Level 2 | Equity Option | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 0 | |
Exchange Traded | Fair Value, Inputs, Level 2 | Embedded Derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Fair value of derivative liability | 0 | 0 |
Exchange Traded | Fair Value, Inputs, Level 3 | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 0 | 0 |
Liabilities | ||
Fair value of derivative liability | 0 | 0 |
Exchange Traded | Fair Value, Inputs, Level 3 | Equity Option | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 9,810 | |
Exchange Traded | Fair Value, Inputs, Level 3 | Embedded Derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Fair value of derivative liability | (20,000) | 0 |
Over the Counter | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Common stock warrants | (5,134) | (8,096) |
Contingent consideration | 0 | (27,581) |
Over the Counter | Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Common stock warrants | 0 | 0 |
Contingent consideration | 0 | 0 |
Over the Counter | Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Common stock warrants | 0 | 0 |
Contingent consideration | 0 | 0 |
Over the Counter | Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Common stock warrants | (5,134) | (8,096) |
Contingent consideration | $ 0 | $ (27,581) |
Fair Value Measurements - Der91
Fair Value Measurements - Derivative Instruments Measured at Fair Value (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, at beginning of period | $ (25,867) | $ (21,254) | $ (29,316) |
Settlements | 16,810 | 7,691 | 780 |
Acquired | 0 | (2,844) | 0 |
Total unrealized income (loss) included in earnings | (16,077) | (9,460) | 7,282 |
Balance, at end of period | $ (25,134) | $ (25,867) | $ (21,254) |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Fair Value of Long-Term Debt and Other Financial Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt fair value | 11.06% | 9.63% |
Reported Value Measurement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration liability, fair value | $ 27,581 | |
Reported Value Measurement | Tranche B Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | $ 57,426 | 60,119 |
Reported Value Measurement | Wyoming Refining Senior Secured Revolver | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 6,700 | |
Reported Value Measurement | Warrant | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants not settleable in cash, fair value | 5,134 | 8,096 |
Reported Value Measurement | Hawaii Retail Credit Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 93,853 | 110,000 |
Reported Value Measurement | 5% Convertible Senior Notes due 2021 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 91,029 | |
Reported Value Measurement | Par Wyoming Holdings Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 65,908 | |
Reported Value Measurement | Wyoming Refining Senior Secured Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 55,480 | |
Estimate of Fair Value Measurement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration liability, fair value | 27,581 | |
Estimate of Fair Value Measurement | Tranche B Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 62,367 | 62,037 |
Estimate of Fair Value Measurement | Wyoming Refining Senior Secured Revolver | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 6,700 | |
Estimate of Fair Value Measurement | Warrant | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants not settleable in cash, fair value | 5,134 | 8,096 |
Estimate of Fair Value Measurement | Hawaii Retail Credit Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 93,853 | $ 110,000 |
Estimate of Fair Value Measurement | 5% Convertible Senior Notes due 2021 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 122,229 | |
Estimate of Fair Value Measurement | Par Wyoming Holdings Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 65,908 | |
Estimate of Fair Value Measurement | Wyoming Refining Senior Secured Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | $ 55,480 |
Commitments and Contingencies C
Commitments and Contingencies Commitment and Contingencies - Narrative (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)claim | |
Long-term Purchase Commitment [Line Items] | |
Minimum EBITDA benchmark for earnout | $ 3,500,000 |
Maximum earnout payment amount | 4,500,000 |
Site contingency reimbursement | 6,300,000 |
Site contingencies capital expenditures | $ 9,600,000 |
Bankruptcy claims number of claims to be settled | claim | 2 |
Bankruptcy claims amount of claims to be settled | $ 22,400,000 |
Settlement liabilities, current | 500,000 |
Maximum bankruptcy claims remaining | $ 22,400,000 |
Predecessor working ownership percentage | 3.40% |
Allowed claims, settlement ratio | 0.0544 |
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 high estimate | 30,000,000 |
Pending Litigation | |
Long-term Purchase Commitment [Line Items] | |
Claim amount for environmental losses | 1,000,000 |
Wyoming Refinery One | |
Long-term Purchase Commitment [Line Items] | |
Environmental costs recognized, capitalized | $ 18,000,000 |
Environmental costs recognized, period for recognition of one third costs | 5 years |
Environmental costs recognized, period for recognition | 30 years |
Wyoming Refinery Two | Wastewater Treatment Pond | |
Long-term Purchase Commitment [Line Items] | |
Environmental costs recognized, capitalized | $ 500,000 |
Wyoming Refinery Two | Waste Water Treatment System | |
Long-term Purchase Commitment [Line Items] | |
Environmental costs recognized, capitalized | 11,600,000 |
Wyoming Refinery | |
Long-term Purchase Commitment [Line Items] | |
Loss contingency, range of possible loss, maximum | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Capital Leases and Operating Leases Narrative (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Capital lease obligation term | 17 years | ||
Operating lease term | 50 years | ||
Remaining term on operating lease | 6 years | ||
Rent expense | $ 39.6 | $ 17.7 | $ 30.2 |
Commitments and Contingencies95
Commitments and Contingencies - Capital Lease Payment Schedule (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 957 |
2,018 | 863 |
2,019 | 703 |
2,020 | 167 |
2,021 | 56 |
Thereafter | 0 |
Total minimum lease payments | 2,746 |
Less amount representing interest | 183 |
Total minimum rental payments | $ 2,563 |
Commitments and Contingencies96
Commitments and Contingencies - Operating Lease Payment Schedule (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 42,513 |
2,018 | 16,309 |
2,019 | 11,666 |
2,020 | 6,932 |
2,021 | 5,859 |
Thereafter | 32,788 |
Total minimum rental payments | $ 116,067 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) $ / shares in Units, $ in Thousands | Sep. 22, 2016USD ($)$ / sharesshares | Nov. 25, 2015USD ($)$ / sharesshares | Jan. 29, 2014$ / shares | Aug. 31, 2014USD ($)shares | Jul. 31, 2014$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) |
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 | |||||
Stock issued in a private transaction, net of offering cost | $ 49,044 | $ 76,056 | $ 103,949 | |||||
Offering costs | 237 | |||||||
Proceeds from sale of common stock, net of offering costs | $ 101,500 | $ 49,044 | $ 76,056 | 103,949 | ||||
Common stock, shares authorized (in shares) | shares | 500,000,000 | 500,000,000 | ||||||
Stock price (in shares) | $ / shares | $ 23.54 | |||||||
Payments of stock issuance costs | $ 1,000 | $ 1,000 | $ 237 | |||||
Transferable subscription right with respect to each share of common stock | 1 | |||||||
Conversion of stock, shares converted (in shares) | shares | 0.21 | |||||||
Subscription right exercise price | $ / shares | $ 16 | |||||||
Common stock, shares issued | shares | 6,400,000 | 45,533,913 | 41,009,924 | |||||
Private Placement | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from sale of common stock, net of offering costs | $ 74,800 | |||||||
Common stock, shares authorized (in shares) | shares | 3,400,000 | |||||||
Stock price (in shares) | $ / shares | $ 22 | |||||||
Payments of stock issuance costs | $ 1,000 | |||||||
Proceeds from issuance of common stock, net | $ 73,800 | |||||||
Common Stock | Rights Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued in a private transaction, net of offering cost | $ 49,900 | |||||||
Common Stock | Bridge Loan | Rights Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Shares subscribed but unissued (in shares) | shares | 4,000,000 | |||||||
Price per share (in dollars per share) | $ / shares | $ 12.25 | |||||||
Offering costs | $ 900 | |||||||
Proceeds from sale of common stock, net of offering costs | $ 49,000 | |||||||
Conversion of stock, shares converted (in shares) | shares | 272,733 |
Stockholders' Equity - Registra
Stockholders' Equity - Registration Rights Agreement (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Equity [Abstract] | |
Maximum amount of repurchase rights agreement | $ 50 |
Effectiveness penalty percentage | 0.25% |
Purchase price allocation percentage | 0.75% |
Stockholders' Equity - Incentiv
Stockholders' Equity - Incentive Plan (Details) - USD ($) | Jun. 12, 2014 | Dec. 31, 2016 | Dec. 31, 2014 | Sep. 08, 2014 | Dec. 20, 2012 |
Class of Stock [Line Items] | |||||
Number of shares authorized | 4,000,000 | ||||
Available future grants and awards (in shares) | 1,300,000 | ||||
Award vesting period | 4 years | ||||
Vested and expected to vest, outstanding (in shares) | 110,000 | ||||
Compensation cost | $ 1,700,000 | ||||
Stock Purchase Plan | Employee Stock | |||||
Class of Stock [Line Items] | |||||
Maximum stock purchase per employee | $ 1,000,000 | ||||
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% | ||||
Share-based Compensation Award, Tranche One | |||||
Class of Stock [Line Items] | |||||
Shares vested (in shares) | 27,000 | ||||
Mid Pac Petroleum, LLC | Share-based Compensation Award, Tranche Two | |||||
Class of Stock [Line Items] | |||||
Number of shares determined by closing or termination of Koko'oha acquisition (in shares) | 83,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Compensation Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock | |||
Class of Stock [Line Items] | |||
Compensation expense | $ 2,975 | $ 3,692 | $ 4,840 |
Restricted Stock Units (RSUs) | |||
Class of Stock [Line Items] | |||
Compensation expense | 1,255 | 0 | 0 |
Employee Stock Option | |||
Class of Stock [Line Items] | |||
Compensation expense | $ 2,352 | $ 1,477 | $ 188 |
Stockholders' Equity - Summa101
Stockholders' Equity - Summary of Restricted Stock Activity (Detail) - Restricted Stock - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Awards, Shares | |||
Non vested balance, beginning of period (in shares) | 438 | ||
Granted (in shares) | 251 | ||
Vested (in shares) | (207) | ||
Forfeited (in shares) | (46) | ||
Non vested balance, end of period (in shares) | 436 | 438 | |
Stock Awards, Weighted-Average Grant Date Fair Value | |||
Non vested balance, beginning of period (USD per share) | $ 18.84 | ||
Granted (USD per share) | 17.32 | $ 18.24 | $ 18.49 |
Vested (USD per share) | 18.83 | ||
Forfeitured (USD per share) | 17.48 | ||
Non vested balance, end of period (USD per share) | $ 17.83 | $ 18.84 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative Restricted Stock Awards and Stock Option Grants (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||
Weighted average exercise price (in dollars per share) | $ 20.13 | $ 17.77 | |
Restricted Stock | |||
Class of Stock [Line Items] | |||
Options vested in period, fair value | $ 3.6 | $ 4.5 | $ 3.1 |
Grants in period, weighted average grant date fair value (USD per share) | $ 17.32 | $ 18.24 | $ 18.49 |
Unrecognized compensation costs related to restricted stock awards | $ 6.2 | $ 7.1 | $ 7.5 |
Period of stock option compensation cost recognition | 2 years 6 months | 2 years 10 months 28 days | 3 years 9 months |
Employee Stock Option | |||
Class of Stock [Line Items] | |||
Unrecognized compensation costs related to restricted stock awards | $ 4.5 | $ 2.8 | |
Period of stock option compensation cost recognition | 2 years 10 months 2 days | 1 year 11 months 5 days | |
Weighted average exercise price (in dollars per share) | $ 3.79 | $ 8.36 | $ 5.91 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted Average Assumptions Stock Options Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | |||
Expected life from date of grant (years) | 4 years 5 months | 6 years 5 months | 5 years |
Expected volatility | 39.80% | 35.00% | 35.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.16% | 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, 2016 | Dec. 31, 2015 | |
Number of Options | ||
Outstanding, Beginning of year (in shares) | 641 | |
Issued (in shares) | 1,105 | |
Forfeited / canceled (in shares) | (3) | |
Outstanding, End of year (in shares) | 1,743 | 641 |
Exercisable, end of year (in shares) | 683 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning of year (USD per share) | $ 17.77 | |
Issued (USD per share) | 21.49 | |
Forfeited / canceled (USD per share) | 15.15 | |
Outstanding, end of year (USD per share) | 20.13 | $ 17.77 |
Options exercises in period, weighted average exercise price (USD per share) | $ 18.64 | |
Weighted-Average Remaining Contractual Term in Years | ||
Outstanding, weighted average remaining contractual term | 6 years 2 months | 4 years 11 months |
Options exercisable, weighted average remaining contractual term | 4 years 9 months | |
Aggregate Intrinsic Value | ||
Outstanding at January 1 | $ 2,500 | |
Outstanding at December 31 | 0 | $ 2,500 |
Exercisable at year end | $ 0 | |
Employee Stock Option | ||
Weighted-Average Exercise Price | ||
Outstanding, beginning of year (USD per share) | $ 8.36 | $ 5.91 |
Outstanding, end of year (USD per share) | $ 3.79 | $ 8.36 |
Benefit Plans - Narrative (Deta
Benefit Plans - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Employers matching contribution, percentage | 6.00% | |||
Total plan contributions | $ 3,200 | $ 1,400 | $ 1,200 | |
Plan amendments | $ 3,067 | |||
Recognized Net gain (loss) due curtailments | $ 3,100 | |||
Minimum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employers matching contribution, percentage | 0.00% | |||
Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employers matching contribution, percentage | 100.00% |
Benefit Plans - Changes in Proj
Benefit Plans - Changes in Projected Benefit Obligations and Fair Value of Plan Assets (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2016USD ($) | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |
Benefit obligation at the beginning of year | $ 34,319 |
Service cost | 668 |
Interest cost | 598 |
Plan amendments | (3,067) |
Actuarial gain | (2,436) |
Benefits paid | (1,168) |
Projected benefit obligation at end of year | 28,914 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |
Fair value of plan assets as of July 14, 2016 | 22,067 |
Actual return on plan assets | 446 |
Employer contributions | 0 |
Benefits paid | (1,168) |
Fair value of plan assets as of December 31, 2016 | $ 21,345 |
Benefit Plans - Unfunded Status
Benefit Plans - Unfunded Status (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 13, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |||||
Projected benefit obligation | $ 28,914 | $ 28,914 | $ 34,319 | ||
Fair value of plan assets | 21,345 | 21,345 | $ 22,067 | ||
Underfunded status | 7,569 | 7,569 | |||
Other post-retirement benefits income (loss) | 2,196 | 2,196 | $ (636) | $ (446) | |
Accumulated other comprehensive income | $ 2,196 | $ 2,196 | $ 0 |
Benefit Plans - Key Assumptions
Benefit Plans - Key Assumptions for Projected Benefit Obligation and Net Periodic Benefit Cost (Details) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Projected benefit obligation: | |||
Discount rate | 4.20% | 3.50% | |
Rate of compensation increase | 4.30% | ||
Net periodic benefit costs: | |||
Discount rate | 3.80% | 3.50% | 4.50% |
Expected long-term rate of return | 7.00% | ||
Rate of compensation increase | 4.03% |
Benefit Plans - Net Periodic Be
Benefit Plans - Net Periodic Benefit Cost (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2016USD ($) | |
Components of net periodic benefit cost: | |
Service cost | $ 668 |
Interest cost | 598 |
Expected return on plan assets | (686) |
Plan amendment effect | (3,067) |
Net periodic benefit cost | $ (2,487) |
Benefit Plans - Asset Allocatio
Benefit Plans - Asset Allocation (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |
Target plan asset allocations | 100.00% |
Actual plan asset allocations | 100.00% |
Equity securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target plan asset allocations | 60.00% |
Actual plan asset allocations | 56.00% |
Debt securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target plan asset allocations | 30.00% |
Actual plan asset allocations | 35.00% |
Real estate | |
Defined Benefit Plan Disclosure [Line Items] | |
Target plan asset allocations | 10.00% |
Actual plan asset allocations | 9.00% |
Benefit Plans - Project Benefit
Benefit Plans - Project Benefit Payment Obligations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
2,017 | $ 1,060 |
2,018 | 1,050 |
2,019 | 1,140 |
2,020 | 1,240 |
2,021 | 1,310 |
Thereafter | 7,370 |
Total | $ 13,170 |
Fair value assumptions, expected term | 10 years |
Benefit Plans - Other Post-Reti
Benefit Plans - Other Post-Retirement Benefits (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015USD ($)age | Dec. 31, 2014USD ($) | |
Schedule of Defined Benefit Plans and Defined Contribution Plans Disclosures [Line Items] | |||
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 | 4.20% | 3.50% | |
Weighted average discount rate use to determine net periodic benefit costs | 3.80% | 3.50% | 4.50% |
Postretirement Medical Plan | |||
Schedule of Defined Benefit Plans and Defined Contribution Plans Disclosures [Line Items] | |||
Plan termination | $ | $ 6,632 | $ 0 | |
Defined benefit gain on plan termination | $ | $ (5,600) |
Benefit Plans - Changes in Bene
Benefit Plans - Changes in Benefit Obligations (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Change in benefit obligation: | |||
Benefit obligation at the beginning of year | $ 34,319 | ||
Service cost | 668 | ||
Interest cost | 598 | ||
Plan amendments | 3,067 | ||
Actuarial loss (gain) | 2,436 | ||
Projected benefit obligation at end of year | $ 28,914 | ||
Postretirement Medical Plan | |||
Change in benefit obligation: | |||
Benefit obligation at the beginning of year | $ 5,414 | $ 4,505 | |
Service cost | 370 | 260 | |
Interest cost | 212 | 194 | |
Plan amendments | 0 | 48 | |
Plan termination | (6,632) | 0 | |
Actuarial loss (gain) | 636 | 407 | |
Projected benefit obligation at end of year | $ 0 | $ 5,414 |
Income (Loss) Per Share - Narra
Income (Loss) Per Share - Narrative (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Antidilutive securities (in shares) | 1,300 | ||
Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Antidilutive securities (in shares) | 6,400 | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Antidilutive securities (in shares) | 451 | 535 | 446 |
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 (in shares) | 347 | 344 | 749 |
Antidilutive securities (in shares) | 632 | 88 |
Income (Loss) Per Share - Commu
Income (Loss) Per Share - Commutation of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss | $ 13,687 | $ (27,761) | $ (13,088) | $ (18,673) | $ (66,836) | $ 14,740 | $ 11,723 | $ 462 | $ (45,835) | $ (39,911) | $ (47,041) |
Undistributed income allocated to participating securities | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to common stockholders | $ (45,835) | $ (39,911) | $ (47,041) | ||||||||
Basic weighted-average common stock shares outstanding (in shares) | 42,349 | 37,678 | 32,739 | ||||||||
Add dilutive effects of common stock equivalents (in shares) | 0 | 0 | 0 | ||||||||
Diluted weighted-average common stock shares outstanding (in shares) | 42,349 | 37,678 | 32,739 | ||||||||
Basic and diluted loss per common share (in USD per share) | $ (1.08) | $ (1.06) | $ (1.44) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 01, 2015 | |
Income Taxes [Line Items] | |||||
Net operating loss carryovers | $ 1,600,000 | ||||
Deferred tax asset, increase (decrease) | 59,000 | ||||
Income (loss) before income taxes, foreign | 1,400 | $ 900 | $ 1,400 | ||
Alternative minimum tax credit carryovers | $ 785 | ||||
Minimum | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards expiration year | 2,027 | ||||
Maximum | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards expiration year | 2,035 | ||||
Mid Pac Petroleum, LLC | |||||
Income Taxes [Line Items] | |||||
Deferred tax liability | $ 16,800 | $ 16,759 | |||
5% Convertible Senior Notes due 2021 | |||||
Income Taxes [Line Items] | |||||
Deferred tax asset, increase (decrease) | $ 8,600 |
Income Taxes - Taxes Expense (B
Income Taxes - Taxes Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
U.S.—Federal | $ 0 | $ 0 | $ 0 |
U.S.—State | 23 | 0 | (264) |
Foreign | 0 | (299) | (80) |
Deferred: | |||
U.S.—Federal | (7,046) | (14,685) | (14) |
U.S.—State | (889) | (1,804) | (177) |
Foreign | 0 | 0 | 80 |
Total | $ (7,912) | $ (16,788) | $ (455) |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 1.60% | 3.20% | 1.30% |
Expiration of capital loss carryover | (17.60%) | (25.50%) | 0.00% |
Capitalized acquisition costs | 9.20% | 25.30% | (38.80%) |
Permanent items | (5.70%) | (7.60%) | 3.60% |
Provision to return adjustments | (7.80%) | (0.80%) | (0.10%) |
Actual income tax rate | 14.70% | 29.60% | 1.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Asset (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss | $ 611,631 | $ 522,541 |
State deferred tax assets | 159 | 9,160 |
Capital loss carryforwards | 0 | 12,193 |
Property and equipment | 23,203 | 27,372 |
Investment in Laramie Energy | 0 | 42,986 |
Contingent consideration | 0 | 9,653 |
Other | 10,709 | 9,234 |
Total deferred tax assets | 645,702 | 633,139 |
Valuation allowance | (613,866) | (621,220) |
Net deferred tax assets | 31,836 | 11,919 |
Deferred tax liabilities: | ||
Investment in Laramie Energy | 20,600 | 0 |
Convertible notes | 6,866 | 0 |
Intangible assets | 2,671 | 9,834 |
Other | 2,331 | 2,023 |
State liabilities | 6 | 62 |
Total deferred tax liabilities | 32,474 | 11,919 |
Total deferred tax liabilities | $ (638) | $ 0 |
Segment Information (Detail)
Segment Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Apr. 01, 2015USD ($) | |
Segment Reporting [Abstract] | ||||||||||||||
Number of businsess segment | 5 | 2 | ||||||||||||
Revenues | $ 1,865,045 | $ 2,066,337 | $ 3,108,025 | |||||||||||
Cost of revenues (excluding depreciation) | 1,636,339 | 1,787,368 | 2,937,472 | |||||||||||
Operating expense (excluding depreciation) | 166,069 | 136,338 | 140,900 | |||||||||||
Lease operating expense | 147 | 5,283 | 5,673 | |||||||||||
Depreciation, depletion and amortization | 31,617 | 19,918 | 14,897 | |||||||||||
Gain on sale of assets, net | 624 | |||||||||||||
Trust litigation and settlements | 0 | |||||||||||||
Impairment expense | 0 | 9,639 | 0 | |||||||||||
General and administrative expense | 42,073 | 44,271 | 34,304 | |||||||||||
Acquisition and integration costs | 5,294 | 2,006 | 11,687 | |||||||||||
Operating income (loss) | $ 28,325 | $ (21,784) | $ (3,313) | $ (19,719) | $ (10,077) | $ 26,274 | $ 27,460 | $ 17,857 | (16,494) | 61,514 | (37,532) | |||
Interest Expense | (28,506) | (20,156) | (17,995) | |||||||||||
Loss on termination of financing agreements | 0 | (19,669) | (1,788) | |||||||||||
Other expense, net | (98) | (291) | (312) | |||||||||||
Change in value of common stock warrants | 2,962 | (3,664) | 4,433 | |||||||||||
Change in value of contingent consideration | 10,770 | (18,450) | 2,849 | |||||||||||
Equity earnings (losses) from Laramie Energy, LLC | (22,381) | (55,983) | 2,849 | |||||||||||
Loss before income taxes | (53,747) | (56,699) | (47,496) | |||||||||||
Income tax benefit | 7,912 | 16,788 | 455 | |||||||||||
Net loss | 13,687 | $ (27,761) | $ (13,088) | $ (18,673) | (66,836) | $ 14,740 | $ 11,723 | $ 462 | (45,835) | (39,911) | (47,041) | |||
Assets | 1,145,433 | 892,261 | $ 1,145,433 | 1,145,433 | $ 1,145,433 | 892,261 | 735,236 | |||||||
Goodwill | 105,732 | 41,327 | 105,732 | 105,732 | 105,732 | 41,327 | 20,786 | |||||||
Capital Additions from Acquisitions | 24,833 | 22,345 | 14,300 | |||||||||||
Refining | ||||||||||||||
Goodwill | $ 13,500 | |||||||||||||
Logistics | ||||||||||||||
Goodwill | 10,800 | |||||||||||||
Retail | ||||||||||||||
Goodwill | $ 2,700 | |||||||||||||
Operating Segments | Refining | ||||||||||||||
Revenues | 1,702,463 | 1,895,662 | 2,816,667 | |||||||||||
Cost of revenues (excluding depreciation) | 1,580,014 | 1,718,729 | 2,732,817 | |||||||||||
Operating expense (excluding depreciation) | 112,724 | 95,588 | 111,261 | |||||||||||
Lease operating expense | 0 | 0 | 0 | |||||||||||
Depreciation, depletion and amortization | 17,565 | 9,522 | 6,008 | |||||||||||
Gain on sale of assets, net | 0 | |||||||||||||
Trust litigation and settlements | 0 | |||||||||||||
Impairment expense | 0 | |||||||||||||
General and administrative expense | 0 | 0 | 0 | |||||||||||
Acquisition and integration costs | 0 | 0 | 0 | |||||||||||
Operating income (loss) | (7,840) | 71,823 | (33,419) | |||||||||||
Assets | 772,438 | 516,482 | 772,438 | 772,438 | 772,438 | 516,482 | 396,760 | |||||||
Goodwill | 53,037 | 13,765 | 53,037 | 53,037 | 53,037 | 13,765 | 0 | |||||||
Capital Additions from Acquisitions | 15,106 | 8,573 | 8,720 | |||||||||||
Operating Segments | Logistics | ||||||||||||||
Revenues | 102,779 | 82,671 | 70,457 | |||||||||||
Cost of revenues (excluding depreciation) | 65,439 | 48,660 | 39,910 | |||||||||||
Operating expense (excluding depreciation) | 11,239 | 5,433 | 4,524 | |||||||||||
Lease operating expense | 0 | 0 | 0 | |||||||||||
Depreciation, depletion and amortization | 4,679 | 3,117 | 1,881 | |||||||||||
Gain on sale of assets, net | 0 | |||||||||||||
Trust litigation and settlements | 0 | |||||||||||||
Impairment expense | 0 | |||||||||||||
General and administrative expense | 0 | 0 | 0 | |||||||||||
Acquisition and integration costs | 0 | 0 | 0 | |||||||||||
Operating income (loss) | 21,422 | 25,461 | 24,142 | |||||||||||
Assets | 120,443 | 53,158 | 120,443 | 120,443 | 120,443 | 53,158 | 19,070 | |||||||
Goodwill | 36,145 | 11,012 | 36,145 | 36,145 | 36,145 | 11,012 | 0 | |||||||
Capital Additions from Acquisitions | 1,344 | 6,089 | 3,259 | |||||||||||
Operating Segments | Retail | ||||||||||||||
Revenues | 290,402 | 283,507 | 231,673 | |||||||||||
Cost of revenues (excluding depreciation) | 220,545 | 215,194 | 187,150 | |||||||||||
Operating expense (excluding depreciation) | 41,291 | 35,317 | 25,115 | |||||||||||
Lease operating expense | 0 | 0 | 0 | |||||||||||
Depreciation, depletion and amortization | 6,372 | 5,421 | 2,353 | |||||||||||
Gain on sale of assets, net | 0 | |||||||||||||
Trust litigation and settlements | 0 | |||||||||||||
Impairment expense | 0 | |||||||||||||
General and administrative expense | 0 | 0 | 0 | |||||||||||
Acquisition and integration costs | 0 | 0 | 0 | |||||||||||
Operating income (loss) | 22,194 | 27,575 | 17,055 | |||||||||||
Assets | 122,570 | 115,544 | 122,570 | 122,570 | 122,570 | 115,544 | 42,389 | |||||||
Goodwill | 16,550 | 16,550 | 16,550 | 16,550 | 16,550 | 16,550 | 13,796 | |||||||
Capital Additions from Acquisitions | 4,375 | 3,643 | 487 | |||||||||||
Operating Segments | Texadian | ||||||||||||||
Revenues | 41,064 | 132,472 | 189,160 | |||||||||||
Cost of revenues (excluding depreciation) | 42,079 | 134,780 | 183,511 | |||||||||||
Operating expense (excluding depreciation) | 0 | 0 | 0 | |||||||||||
Lease operating expense | 0 | 0 | 0 | |||||||||||
Depreciation, depletion and amortization | 667 | 854 | 2,018 | |||||||||||
Gain on sale of assets, net | 0 | |||||||||||||
Trust litigation and settlements | 0 | |||||||||||||
Impairment expense | 9,639 | |||||||||||||
General and administrative expense | 0 | 0 | 0 | |||||||||||
Acquisition and integration costs | 0 | 0 | 0 | |||||||||||
Operating income (loss) | (1,682) | (12,801) | 3,631 | |||||||||||
Assets | 5,339 | 29,929 | 5,339 | 5,339 | 5,339 | 29,929 | 87,695 | |||||||
Goodwill | 0 | 0 | 0 | 0 | 0 | 0 | 6,990 | |||||||
Capital Additions from Acquisitions | 0 | 108 | 300 | |||||||||||
Intersegment Eliminations | ||||||||||||||
Gross Profit | (271,900) | (330,000) | 205,900 | |||||||||||
Intersegment Eliminations | Corporate, Eliminations and Other | ||||||||||||||
Revenues | (271,663) | (327,975) | (199,932) | |||||||||||
Cost of revenues (excluding depreciation) | (271,738) | (329,995) | (205,916) | |||||||||||
Operating expense (excluding depreciation) | 815 | 0 | 0 | |||||||||||
Lease operating expense | 147 | 5,283 | 5,673 | |||||||||||
Depreciation, depletion and amortization | 2,334 | 1,004 | 2,637 | |||||||||||
Gain on sale of assets, net | 624 | |||||||||||||
Trust litigation and settlements | 0 | |||||||||||||
Impairment expense | 0 | |||||||||||||
General and administrative expense | 42,073 | 44,271 | 34,304 | |||||||||||
Acquisition and integration costs | 5,294 | 2,006 | 11,687 | |||||||||||
Operating income (loss) | (50,588) | (50,544) | (48,941) | |||||||||||
Assets | 124,643 | 177,148 | 124,643 | 124,643 | 124,643 | 177,148 | 189,322 | |||||||
Goodwill | $ 0 | $ 0 | $ 0 | 0 | $ 0 | 0 | 0 | |||||||
Capital Additions from Acquisitions | $ 4,008 | $ 3,932 | $ 1,534 |
Related Party Transaction (Text
Related Party Transaction (Textual) (Detail) - USD ($) | Sep. 22, 2016 | Jun. 27, 2016 | Jun. 30, 2016 | Aug. 31, 2014 | Jul. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 14, 2016 | Jun. 21, 2016 | Jun. 15, 2016 | Jun. 14, 2016 | Sep. 17, 2013 |
Related Party Transaction [Line Items] | |||||||||||||
Deferred finance costs, net | $ 30,024,000 | $ 4,907,000 | |||||||||||
Percentage ownership of Par common stock | 10.00% | ||||||||||||
Proceeds from sale of common stock, net of offering costs | $ 101,500,000 | 49,044,000 | $ 76,056,000 | $ 103,949,000 | |||||||||
Conversion of stock, shares converted (in shares) | 0.21 | ||||||||||||
Bridge Loan | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate principal amount | $ 3,100,000 | $ 52,600,000 | |||||||||||
Investor | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Travel and out of pocket expenses | $ 50,000 | ||||||||||||
Initial term of service agreements | 1 year | ||||||||||||
Renewal term for service agreements | 1 year | ||||||||||||
Termination period between extension date | 60 days | ||||||||||||
Common Stock | Rights Offering | Bridge Loan | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from sale of common stock, net of offering costs | $ 49,000,000 | ||||||||||||
Conversion of stock, shares converted (in shares) | 272,733 | ||||||||||||
EGI | Affiliated Entity | Bridge Loan | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate principal amount | $ 36,800,000 | ||||||||||||
Line credit maximum borrowing amount | $ 52,632,000 | ||||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||||
Tranche B Term Loan | Term Loan | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Deferred finance costs, net | $ 2,500,000 | ||||||||||||
Repayments of debt | $ 5,000,000 | $ 5,000,000 | |||||||||||
Tranche B Term Loan | Term Loan | Investor | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Deferred finance costs, net | 2,500,000 | ||||||||||||
Tranche B Term Loan | Term Loan | Whitebox Advisors, LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Deferred finance costs, net | $ 1,250,000 | ||||||||||||
Repayments of debt | 3,300,000 | ||||||||||||
5% Convertible Senior Notes due 2021 | Convertible Debt | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate principal amount | 115,000,000 | ||||||||||||
Debt instrument, interest rate | 0.50% | 5.00% | |||||||||||
5% Convertible Senior Notes due 2021 | Convertible Debt | Whitebox Advisors, LLC | Affiliated Entity | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate principal amount | 47,500,000 | ||||||||||||
Line credit maximum borrowing amount | 32,500,000 | ||||||||||||
5% Convertible Senior Notes due 2021 | Convertible Debt | Highbridge | Affiliated Entity | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate principal amount | $ 40,400,000 | ||||||||||||
Senior Unsecured Convertible Notes due 2021 | Convertible Debt | Whitebox Advisors, LLC | Affiliated Entity | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Line credit maximum borrowing amount | $ 100,000,000 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 563,136 | $ 510,305 | $ 413,793 | $ 377,812 | $ 443,464 | $ 495,503 | $ 583,759 | $ 543,611 | |||
Operating income (loss) | 28,325 | (21,784) | (3,313) | (19,719) | (10,077) | 26,274 | 27,460 | 17,857 | $ (16,494) | $ 61,514 | $ (37,532) |
Net income (loss) | $ 13,687 | $ (27,761) | $ (13,088) | $ (18,673) | $ (66,836) | $ 14,740 | $ 11,723 | $ 462 | $ (45,835) | $ (39,911) | $ (47,041) |
Net income (loss) per share | |||||||||||
Basic (USD per share) | $ 0.30 | $ (0.67) | $ (0.32) | $ (0.46) | $ (1.72) | $ 0.39 | $ 0.31 | $ 0.01 | $ (1.08) | $ (1.06) | $ (1.44) |
Diluted (USD per share) | $ 0.30 | $ (0.67) | $ (0.32) | $ (0.46) | $ (1.72) | $ 0.39 | $ 0.31 | $ 0.01 | $ (1.08) | $ (1.06) | $ (1.44) |
Quarterly Financial Data - Narr
Quarterly Financial Data - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Laramie Energy Company | |||
Schedule of Equity Method Investments [Line Items] | |||
Other than temporary impairment charge | $ 0 | $ 41,081 | $ 0 |
Disclosures About Capitalize124
Disclosures About Capitalized Costs, Costs Incurred (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
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 | (930) | (862) |
Oil and gas property, successful efforts method | 192 | 260 |
Company's Share of Laramie Energy | ||
Company: | ||
Unproved properties | 14,416 | 9,253 |
Proved properties | 334,085 | 202,195 |
Oil and Gas Property, Successful Effort Method, Gross, Total | 348,501 | 211,448 |
Accumulated depreciation and depletion | (91,454) | (56,241) |
Oil and gas property, successful efforts method | $ 257,047 | $ 155,207 |
Disclosures About Capitalize125
Disclosures About Capitalized Costs, Costs Incurred (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Company | |||
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items] | |||
Development costs—other | $ 0 | $ 0 | $ 102 |
Total | 0 | 0 | 102 |
Company's Share of Laramie Energy | |||
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items] | |||
Development costs—other | 12,805 | 21,747 | 15,599 |
Acquisition costs | 65,324 | 0 | 0 |
Total | $ 78,129 | $ 21,747 | $ 15,599 |
Disclosures About Capitalize126
Disclosures About Capitalized Costs, Costs Incurred (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Company | |||
Revenue | |||
Oil and gas revenues | $ 190 | $ 2,019 | $ 5,984 |
Expenses | |||
Production costs | 147 | 5,283 | 5,673 |
Depletion and amortization | 69 | 42 | 2,376 |
Exploration | 0 | 0 | 0 |
Abandoned and impaired properties | 0 | 0 | 0 |
Results of operations of oil and gas producing activities | (26) | (3,306) | (2,065) |
Company's Share of Laramie Energy | |||
Revenue | |||
Oil and gas revenues | 43,607 | 14,217 | 26,829 |
Expenses | |||
Production costs | 27,750 | 11,047 | 11,225 |
Depletion and amortization | 17,534 | 8,226 | 10,921 |
Abandoned and impaired properties | 0 | 3,977 | 0 |
Results of operations of oil and gas producing activities | (1,677) | (9,033) | 4,683 |
Total results of operations of oil and gas producing activities | $ (1,703) | $ (12,339) | $ 2,618 |
Information Regarding Proved127
Information Regarding Proved Oil and Gas Reserves (Details) Mcf in Thousands, MBbls in Thousands, $ in Thousands | May 29, 2015USD ($) | Mar. 09, 2015USD ($) | Dec. 31, 2016USD ($)$ / WTIperBbl$ / CIGperMbtuMcfMBbls | Dec. 31, 2015USD ($)$ / WTIperBbl$ / CIGperMbtuMcfMBbls | Dec. 31, 2014USD ($)$ / WTIperBbl$ / CIGperMbtuMcfMBbls |
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||||
Ending Balance | 386,598 | ||||
Investment in Laramie Energy, LLC | $ | $ 55,000 | $ 27,529 | $ 12 | ||
Proved developed reserve | 189,110 | 78,797 | 58,546 | ||
Proved undeveloped reserve | 197,488 | 82,268 | 195,193 | ||
Company | |||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||||
Beginning Balance | 224 | 1,165 | 2,078 | ||
Revisions of quantity estimate | 262 | (630) | (211) | ||
Extensions and discoveries | 0 | 0 | 14 | ||
Production | (66) | (311) | (716) | ||
Ending Balance | 420 | 224 | 1,165 | ||
Increase in estimated proved reserves | 225,533 | (92,674) | 17,152 | ||
Increase in estimated proved reserves, percentage | 140.00% | 36.50% | 7.00% | ||
Proved developed reserve | 420 | 224 | 1,165 | ||
Proved undeveloped reserve | 0 | 0 | 0 | ||
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 | 160,841 | 252,574 | 234,509 | ||
Revisions of quantity estimate | 43,392 | (117,752) | (1,054) | ||
Extensions and discoveries | 758 | 38,869 | 24,808 | ||
Acquisitions and divestitures | 200,045 | (7,091) | |||
Production | (18,858) | (5,759) | (5,689) | ||
Ending Balance | 386,178 | 160,841 | 252,574 | ||
Increase in estimated proved reserves | 200,045 | (117,752) | 24,808 | ||
Proved developed reserve | 188,690 | 78,573 | 57,381 | ||
Proved undeveloped reserve | 197,488 | 82,268 | 195,193 | ||
Natural Gas | |||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||||
Ending Balance | 326,238 | ||||
Proved developed reserve | 159,830 | 65,687 | 49,456 | ||
Proved undeveloped reserve | 166,408 | 68,054 | 162,895 | ||
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 | 188 | 601 | 662 | ||
Revisions of quantity estimate | 196 | (330) | 65 | ||
Extensions and discoveries | 0 | 0 | 8 | ||
Production | (54) | (83) | (134) | ||
Ending Balance | 330 | 188 | 601 | ||
Proved developed reserve | 330 | 188 | 601 | ||
Proved undeveloped reserve | 0 | 0 | 0 | ||
Base Pricing, before adjustments for contractual differentials | $ / CIGperMbtu | 2.29 | 2.39 | 4.36 | ||
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 | 133,553 | 211,750 | 186,597 | ||
Revisions of quantity estimate | 38,022 | (99,548) | 8,876 | ||
Extensions and discoveries | 638 | 32,041 | 21,108 | ||
Acquisitions and divestitures | 168,887 | (5,945) | |||
Production | (15,192) | (4,745) | (4,831) | ||
Ending Balance | 325,908 | 133,553 | 211,750 | ||
Proved developed reserve | 159,500 | 65,499 | 48,855 | ||
Proved undeveloped reserve | 166,408 | 68,054 | 162,895 | ||
Oil | |||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||||
Ending Balance | MBbls | 1,031 | ||||
Proved developed reserve | MBbls | 523 | 254 | 272 | ||
Proved undeveloped reserve | MBbls | 508 | 255 | 533 | ||
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 | 6 | 77 | 236 | ||
Revisions of quantity estimate | MBbls | 3 | (35) | (67) | ||
Extensions and discoveries | MBbls | 0 | 0 | 1 | ||
Production | MBbls | (2) | (36) | (93) | ||
Ending Balance | MBbls | 7 | 6 | 77 | ||
Proved developed reserve | MBbls | 7 | 6 | 77 | ||
Proved undeveloped reserve | MBbls | 0 | 0 | 0 | ||
Base Pricing, before adjustments for contractual differentials | $ / WTIperBbl | 42.75 | 50.28 | 94.99 | ||
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 | 503 | 728 | 584 | ||
Revisions of quantity estimate | MBbls | 87 | (316) | 34 | ||
Extensions and discoveries | MBbls | 1 | 131 | 128 | ||
Acquisitions and divestitures | MBbls | 492 | (20) | |||
Production | MBbls | (59) | (20) | (18) | ||
Ending Balance | MBbls | 1,024 | 503 | 728 | ||
Proved developed reserve | MBbls | 516 | 248 | 195 | ||
Proved undeveloped reserve | MBbls | 508 | 255 | 533 | ||
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 | 9,029 | ||||
Proved developed reserve | MBbls | 4,357 | 1,931 | 1,243 | ||
Proved undeveloped reserve | MBbls | 4,672 | 2,114 | 4,850 | ||
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 | 0 | 17 | 0 | ||
Revisions of quantity estimate | MBbls | 8 | (15) | 21 | ||
Extensions and discoveries | MBbls | 0 | 0 | 0 | ||
Production | MBbls | 0 | (2) | (4) | ||
Ending Balance | MBbls | 8 | 0 | 17 | ||
Proved developed reserve | MBbls | 8 | 0 | 17 | ||
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 | 4,045 | 6,076 | 7,401 | ||
Revisions of quantity estimate | MBbls | 808 | (2,718) | (1,689) | ||
Extensions and discoveries | MBbls | 19 | 1,007 | 489 | ||
Acquisitions and divestitures | MBbls | 4,701 | (171) | |||
Production | MBbls | (552) | (149) | (125) | ||
Ending Balance | MBbls | 9,021 | 4,045 | 6,076 | ||
Proved developed reserve | MBbls | 4,349 | 1,931 | 1,226 | ||
Proved undeveloped reserve | MBbls | 4,672 | 2,114 | 4,850 | ||
Laramie Energy Company | |||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||||
Investment in Laramie Energy, LLC | $ | $ 13,800 | $ 13,800 | |||
Laramie Energy Company | Piceance Basin | |||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||||
Investment in Laramie Energy, LLC | $ | $ 157,500 |
Information Regarding Proved128
Information Regarding Proved Oil and Gas Reserves (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Discounted future net cash flows | $ 143,178 | $ 40,193 | $ 172,365 | $ 92,862 |
Company | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Future net cash flows | 1,154 | 690 | 10,452 | |
Production | 713 | 345 | 7,760 | |
Development and abandonment | 2 | 25 | 37 | |
Income taxes | 0 | 0 | 0 | |
Future net cash flows | 439 | 320 | 2,655 | |
10% discount factor | (154) | (128) | (889) | |
Discounted future net cash flows | 285 | 192 | 1,766 | 3,537 |
Company's Share of Laramie Energy | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Future net cash flows | 955,090 | 425,596 | 1,268,704 | |
Production | 488,977 | 249,831 | 539,796 | |
Development and abandonment | 148,708 | 72,462 | 236,027 | |
Income taxes | 0 | 0 | 0 | |
Future net cash flows | 317,405 | 103,303 | 492,881 | |
10% discount factor | (174,512) | (63,302) | (322,282) | |
Discounted future net cash flows | $ 142,893 | $ 40,001 | $ 170,599 | $ 89,325 |
Information Regarding Proved129
Information Regarding Proved Oil and Gas Reserves (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning of the period | $ 40,193 | $ 172,365 | $ 92,862 |
Sales of oil and gas production during the period, net of production costs | (8,041) | (6,232) | (5,051) |
Acquisitions and divestitures | 81,066 | (4,789) | |
Net change in prices and production costs | 2,974 | (154,243) | 35,806 |
Changes in estimated future development costs | (8,561) | 796 | (6,174) |
Extensions, discoveries and improved recovery | 231 | 9,273 | 4,999 |
Revisions of previous quantity estimates, estimated timing of development and other | 18,492 | (9,222) | 26,521 |
Previously estimated development and abandonment costs incurred during the period | 12,805 | 15,008 | 14,115 |
Other | 0 | ||
Accretion of discount | 4,019 | 17,237 | 9,287 |
End of period | 143,178 | 40,193 | 172,365 |
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 | 192 | 1,766 | 3,537 |
Sales of oil and gas production during the period, net of production costs | (62) | (479) | (1,288) |
Acquisitions and divestitures | 0 | 0 | |
Net change in prices and production costs | (20) | (679) | (31) |
Changes in estimated future development costs | 14 | 8 | 118 |
Extensions, discoveries and improved recovery | 0 | 0 | 85 |
Revisions of previous quantity estimates, estimated timing of development and other | 142 | (601) | (1,111) |
Previously estimated development and abandonment costs incurred during the period | 0 | 0 | 102 |
Other | 0 | ||
Accretion of discount | 19 | 177 | 354 |
End of period | 285 | 192 | 1,766 |
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 | 40,001 | 170,599 | 89,325 |
Sales of oil and gas production during the period, net of production costs | (7,979) | (5,753) | (3,763) |
Acquisitions and divestitures | 81,066 | (4,789) | |
Net change in prices and production costs | 2,994 | (153,564) | 35,837 |
Changes in estimated future development costs | (8,575) | 788 | (6,292) |
Extensions, discoveries and improved recovery | 231 | 9,273 | 4,914 |
Revisions of previous quantity estimates, estimated timing of development and other | 18,350 | (8,621) | 27,632 |
Previously estimated development and abandonment costs incurred during the period | 12,805 | 15,008 | 14,013 |
Other | 0 | ||
Accretion of discount | 4,000 | 17,060 | 8,933 |
End of period | $ 142,893 | $ 40,001 | $ 170,599 |