Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 03, 2017 | |
Document and Entity Information: | ||
Entity Registrant Name | PAR PACIFIC HOLDINGS, INC. | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Entity Central Index Key | 821,483 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding (in shares) | 45,802,763 | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 54,164 | $ 47,772 |
Restricted cash | 1,245 | 1,246 |
Trade accounts receivable | 80,536 | 102,384 |
Inventories | 307,202 | 198,326 |
Prepaid and other current assets | 13,569 | 53,380 |
Total current assets | 456,716 | 403,108 |
Property and equipment | ||
Property, plant and equipment | 509,796 | 499,867 |
Proved oil and gas properties, at cost, successful efforts method of accounting | 1,122 | 1,122 |
Total property and equipment | 510,918 | 500,989 |
Less accumulated depreciation and depletion | (65,250) | (49,727) |
Property and equipment, net | 445,668 | 451,262 |
Long-term assets | ||
Investment in Laramie Energy, LLC | 119,921 | 108,823 |
Intangible assets, net | 28,258 | 29,912 |
Goodwill | 107,187 | 105,732 |
Other long-term assets | 36,965 | 46,596 |
Total assets | 1,194,715 | 1,145,433 |
Current liabilities | ||
Current maturities of long-term debt | 27,024 | 20,286 |
Obligations under inventory financing agreements | 291,740 | 225,135 |
Accounts payable | 47,673 | 65,190 |
Accrued taxes | 21,457 | 13,194 |
Other accrued liabilities | 40,062 | 58,960 |
Total current liabilities | 427,956 | 382,765 |
Long-term liabilities | ||
Long-term debt, net of current maturities | 313,532 | 350,110 |
Common stock warrants | 6,370 | 5,134 |
Long-term capital lease obligations | 1,391 | 1,780 |
Other liabilities | 37,958 | 36,735 |
Total liabilities | 787,207 | 776,524 |
Commitments and contingencies (Note 11) | ||
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 June 30, 2017 and December 31, 2016, 45,788,262 shares and 45,533,913 shares issued at June 30, 2017 and December 31, 2016, respectively | 458 | 455 |
Additional paid-in capital | 590,861 | 587,057 |
Accumulated deficit | (186,007) | (220,799) |
Accumulated other comprehensive income | 2,196 | 2,196 |
Total stockholders’ equity | 407,508 | 368,909 |
Total liabilities and stockholders’ equity | $ 1,194,715 | $ 1,145,433 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 45,788,262 | 45,533,913 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 564,245 | $ 413,793 | $ 1,169,498 | $ 791,604 |
Operating expenses | ||||
Cost of revenues (excluding depreciation) | 474,353 | 364,662 | 975,642 | 707,051 |
Operating expense (excluding depreciation) | 51,675 | 35,878 | 102,023 | 74,085 |
Depreciation, depletion, and amortization | 11,284 | 5,100 | 22,544 | 10,196 |
General and administrative expense (excluding depreciation) | 10,482 | 10,621 | 23,396 | 21,791 |
Acquisition and integration expense | 0 | 845 | 253 | 1,516 |
Total operating expenses | 547,794 | 417,106 | 1,123,858 | 814,639 |
Operating income (loss) | 16,451 | (3,313) | 45,640 | (23,035) |
Other income (expense) | ||||
Interest expense and financing costs, net | (9,139) | (6,106) | (18,081) | (10,719) |
Loss on termination of financing agreements | (1,804) | 0 | (1,804) | 0 |
Other income, net | 107 | 67 | 237 | 116 |
Change in value of common stock warrants | (547) | 1,176 | (1,236) | 2,820 |
Change in value of contingent consideration | 0 | 3,552 | 0 | 9,728 |
Equity earnings (losses) from Laramie Energy, LLC | 2,352 | (16,948) | 11,098 | (18,818) |
Total other income (expense), net | (9,031) | (18,259) | (9,786) | (16,873) |
Income (loss) before income taxes | 7,420 | (21,572) | 35,854 | (39,908) |
Income tax benefit (expense) | (414) | 8,484 | (1,062) | 8,147 |
Net income (loss) | $ 7,006 | $ (13,088) | $ 34,792 | $ (31,761) |
Earnings (loss) per share | ||||
Basic (USD per share) | $ 0.15 | $ (0.32) | $ 0.76 | $ (0.77) |
Diluted (USD per share) | $ 0.15 | $ (0.32) | $ 0.75 | $ (0.77) |
Weighted-average number of shares outstanding | ||||
Basic (in shares) | 45,541 | 41,015 | 45,505 | 40,991 |
Diluted (in shares) | 45,564 | 41,015 | 45,536 | 40,991 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 34,792 | $ (31,761) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | ||
Depreciation, depletion, and amortization | 22,544 | 10,196 |
Loss on termination of financing agreements | 1,804 | 0 |
Non-cash interest expense | 4,482 | 3,877 |
Change in value of common stock warrants | 1,236 | (2,820) |
Change in value of contingent consideration | 0 | (9,728) |
Deferred taxes | 463 | (8,573) |
Stock-based compensation | 4,126 | 3,479 |
Unrealized loss (gain) on derivative contracts | 3,656 | (5,408) |
Equity (earnings) losses from Laramie Energy, LLC | (11,098) | 18,818 |
Net changes in operating assets and liabilities: | ||
Trade accounts receivable | 21,235 | 5,554 |
Prepaid and other assets | 40,450 | 4,828 |
Inventories | (108,378) | (19,061) |
Obligations under inventory financing agreements | 69,002 | 26,936 |
Accounts payable and other accrued liabilities | (22,117) | (20,313) |
Contingent consideration | 0 | (4,830) |
Net cash provided by (used in) operating activities | 62,197 | (28,806) |
Cash flows from investing activities: | ||
Acquisitions of businesses, net of cash acquired | 0 | (5,000) |
Capital expenditures | (11,777) | (11,691) |
Proceeds from sale of assets | 0 | 2,323 |
Investment in Laramie Energy, LLC | 0 | (55,000) |
Net cash used in investing activities | (11,777) | (69,368) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 176,739 | 111,550 |
Repayments of borrowings | (218,022) | (17,138) |
Net borrowings (repayments) on deferred payment arrangement | (2,397) | 15,597 |
Payment of deferred loan costs | 0 | (3,283) |
Contingent consideration settlements | 0 | (11,980) |
Other financing activities, net | (348) | (223) |
Net cash provided by (used in) financing activities | (44,028) | 94,523 |
Net increase (decrease) in cash and cash equivalents | 6,392 | (3,651) |
Cash and cash equivalents at beginning of period | 47,772 | 167,788 |
Cash and cash equivalents at end of period | 54,164 | 164,137 |
Cash received (paid) for: | ||
Interest | (12,614) | (4,342) |
Taxes | (410) | 138 |
Non-cash investing and financing activities: | ||
Accrued capital expenditures | $ 1,855 | $ 4,542 |
Overview
Overview | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Overview | Overview Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) own, manage, and maintain interests in energy and infrastructure businesses. Currently, we operate in three primary business segments: 1) Refining - Our refinery in Kapolei, Hawaii, produces ultra-low sulfur diesel, gasoline, jet fuel, marine fuel, low sulfur fuel oil (“LSFO”), 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 islands of Oahu, Maui, Hawaii, Molokai, and Kauai. In addition, we own and operate a crude oil pipeline gathering system, a refined products pipeline, storage facilities, and loading racks in Wyoming. We also own and operate a jet fuel storage facility and pipeline that serve the Ellsworth Air Force Base in South Dakota. We own a 42.3% equity investment in Laramie Energy, LLC (“ Laramie Energy ”). Laramie Energy is focused on producing natural gas in Garfield, Mesa, and Rio Blanco Counties, Colorado. Our Corporate and Other reportable segment includes administrative costs, our Texadian operations, and several small non-operated oil and gas interests that were owned by our predecessor. As of December 31, 2016, Texadian ceased its business operations other than maintaining its fleet of railcars. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of Par and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our condensed consolidated financial statements for prior periods have been reclassified to conform with the current presentation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934 (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2016 was derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016 . Use of Estimates The preparation of our condensed consolidated financial statements in conformity with 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. Cost Classifications Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our Renewable Identification Numbers (“RINs”) obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains (losses) on derivatives and inventory valuation adjustments. Operating expense (excluding depreciation) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, and environmental compliance costs as well as chemicals and catalysts and other direct operating expenses. The following table summarizes depreciation expense excluded from each line item in our consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Cost of revenues $ 1,486 $ 920 $ 2,942 $ 1,838 Operating expense 8,265 2,503 16,474 4,934 General and administrative expense 667 454 1,405 939 Recent Accounting Pronouncements There have been no developments to recent accounting pronouncements, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016, except for the following: 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 2014-09 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. We have formally established a working group to assess the amended revenue recognition guidance in Topic 606, including its impact on our business processes, accounting systems, controls, and financial statement disclosures. As part of our evaluation, the working group is reviewing existing revenue streams and identifying the types of arrangements where differences may arise in revenue recognition upon adoption of the new standard. Our largest revenue stream consists of revenues generated from the sale of refined products, generally at market prices. These revenues are recognized upon delivery of goods to a customer. We currently do not expect the new standard to have a material impact on the amount or timing of revenues recognized for the sale of refined products. As of this date, the working group continues to evaluate the impact of this new standard on our consolidated financial statements and related disclosures. In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”). This ASU requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, the ASU requires entities to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines. ASU 2017-07 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted as of the beginning of any annual period for which an entity’s financial statements (interim or annual) have not been issued or made available for issuance. ASU 2017-07 should be applied retrospectively for the presentation of cost components in the income statement and prospectively for the capitalization of the service cost component in assets. We do not expect the adoption of ASU 2017-07 to have a material impact on our financial condition, results of operations, or cash flows. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). The primary purpose of this ASU is to reduce the diversity in practice and cost and complexity in applying the guidance in Topic 718 related to the change to terms or conditions of a share-based payment award. The guidance in this ASU is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. This ASU should be applied prospectively to an award modified on or after the adoption date. We do not expect the adoption of ASU 2017-09 to have a material impact on our financial condition, results of operations, or cash flows. Accounting Principles Adopted On January 1, 2017, we adopted 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. The adoption of this ASU did not have a material impact on our financial condition, results of operations, or cash flows. On January 1, 2017, we adopted 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. The adoption of this ASU did not have any impact on our financial condition, results of operations, or cash flows. |
Investment in Laramie Energy, L
Investment in Laramie Energy, LLC | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Laramie Energy, LLC | Investment in Laramie Energy, LLC We have a 42.3% ownership interest in Laramie Energy . Laramie Energy is focused on producing natural gas in Garfield, Mesa, and Rio Blanco Counties, Colorado. We acquired our equity interest in Laramie Energy as a result of (1) the contribution of certain natural gas and oil interests to Laramie Energy in conjunction with our corporate reorganization in August 2012 and (2) cash contributions of $27.5 million in 2015 and $55.0 million in 2016. Laramie Energy has a $400 million revolving credit facility with a borrowing base currently set at $210 million that is secured by a lien on its natural gas and crude oil properties and related assets. As of June 30, 2017 , the balance outstanding on the revolving credit facility was approximately $131 million . 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. The change in our equity investment in Laramie Energy is as follows (in thousands): Six Months Ended June 30, 2017 Beginning balance $ 108,823 Equity earnings from Laramie Energy 8,436 Accretion of basis difference 2,662 Ending balance $ 119,921 Summarized financial information for Laramie Energy is as follows (in thousands): June 30, 2017 December 31, 2016 Current assets $ 10,865 $ 12,199 Non-current assets 667,583 655,022 Current liabilities 39,909 58,067 Non-current liabilities 192,737 186,631 Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Natural gas and oil revenues $ 35,425 $ 22,729 $ 76,037 $ 37,422 Loss from operations (1,458 ) (12,229 ) (295 ) (23,353 ) Net income (loss) 2,412 (43,660 ) 19,940 (46,239 ) Laramie Energy's net income for the three and six months ended June 30, 2017 includes $12.5 million and $25.8 million of depreciation, depletion, and amortization (“DD&A”) and $8.7 million and $32.9 million of unrealized gain on derivative instruments, respectively. Laramie Energy’s net loss for the three and six months ended June 30, 2016 includes $13.0 million and $20.6 million of DD&A and $35.4 million and $29.5 million of unrealized losses on derivative instruments, respectively. At June 30, 2017 and December 31, 2016 , our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $65.1 million and $67.8 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 in 2015. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 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 ”). 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. During the three months ended June 30, 2017, the purchase price allocation was adjusted to record an increase of $2.0 million to our Wyoming refinery’s environmental liability as a result of additional information obtained by management regarding estimated remediation costs at certain locations. The purchase price allocation was also adjusted to record an increase to inventory of $0.5 million related to line fill inventory at our refined product pipelines. Goodwill increased $1.5 million as a result of these adjusting entries recorded during the three months ended June 30, 2017. As of June 30, 2017, we finalized the WRC Acquisition purchase price allocation. A summary of the fair values of the assets acquired and liabilities assumed is as follows (in thousands): Cash $ 183 Accounts receivable 16,880 Inventories 28,402 Prepaid and other assets 1,304 Property, plant and equipment 254,367 Goodwill (1) 66,449 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 (32,222 ) Total $ 209,366 ______________________________________________ (1) We allocated $39.8 million and $26.6 million of goodwill to our refining and logistics segments, respectively. The results of operations of Wyoming Refining were included in our results beginning July 14, 2016 . 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, except per share amounts): Six Months Ended June 30, 2016 Revenues $ 940,938 Net loss (38,542 ) Loss per share Basic $ (0.85 ) Diluted $ (0.85 ) |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at June 30, 2017 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total Crude oil and feedstocks $ 59,430 $ 84,122 $ 143,552 Refined products and blendstock 39,299 103,378 142,677 Warehouse stock and other 20,973 — 20,973 Total $ 119,702 $ 187,500 $ 307,202 Inventories at December 31, 2016 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total 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 ________________________________________________________ (1) Please read Note 7—Inventory Financing Agreements for further information. The reserve for the lower of cost or net realizable value of inventory was $8.6 million and $0.2 million as of June 30, 2017 and December 31, 2016 , respectively. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | Prepaid and Other Current Assets Prepaid and other current assets at June 30, 2017 and December 31, 2016 consisted of the following (in thousands): June 30, 2017 December 31, 2016 Advances to suppliers for crude oil purchases $ — $ 38,300 Collateral posted with broker for derivative instruments 4,005 2,714 Prepaid insurance 2,608 7,504 Derivative assets 630 161 Other 6,326 4,701 Total $ 13,569 $ 53,380 |
Inventory Financing Agreements
Inventory Financing Agreements | 6 Months Ended |
Jun. 30, 2017 | |
Other Commitments [Abstract] | |
Inventory Financing Agreements | 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”). On May 8, 2017 , we and J. Aron amended the Supply and Offtake Agreements and extended the term through May 31, 2021 with a one -year extension option upon mutual agreement of the parties. As part of this amendment, we also entered into a $30 million forward sale of certain monthly volumes of jet fuel to be delivered to J. Aron over the remaining term of the Supply and Offtake Agreements (“J. Aron Forward Sale”). The obligation associated with this forward sale is recorded as debt in our condensed consolidated balance sheets. Please read Note 8—Debt for additional information regarding this forward sale. 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 the 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 condensed 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 three and six months ended June 30, 2017 , we incurred approximately $3.3 million and $6.4 million in handling fees related to the Supply and Offtake Agreements, respectively, which is included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations. For the three and six months ended June 30, 2016 , we incurred approximately $2.0 million and $3.9 million in handling fees related to the Supply and Offtake Agreements, respectively. For the three and six months ended June 30, 2017 , Interest expense and financing costs, net on our condensed consolidated statements of operations includes approximately $0.7 million and $1.5 million of expenses related to the Supply and Offtake Agreements, respectively. For the three and six months ended June 30, 2016 , Interest expense and financing costs, net on our condensed consolidated statements of operations includes approximately $0.7 million and $1.3 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 three -month 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 condensed consolidated balance sheets. Changes in the amount outstanding under the Deferred Payment Arrangement are included within Cash flows from financing activities on the condensed consolidated statements of cash flows. As of June 30, 2017 and December 31, 2016 , the capacity of the Deferred Payment Arrangement was $58.4 million and $59.4 million , respectively. As of June 30, 2017 and December 31, 2016 , we had $40.9 million and $43.3 million outstanding, respectively. 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 period from December 1, 2016 through May 31, 2018 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 June 30, 2017 and December 31, 2016 , the receivable was $9.7 million and $14.6 million , respectively. The agreements also provide us with the ability to economically hedge price risk on our inventories and crude oil purchases. Please read Note 9—Derivatives for further information. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes our outstanding debt (in thousands): June 30, 2017 December 31, 2016 Hawaii Retail Credit Facilities $ 87,773 $ 95,319 5.00% Convertible Senior Notes due 2021 115,000 115,000 Term Loan — 60,361 J. Aron Forward Sale 29,512 — Par Wyoming Holdings Term Loan 67,325 67,325 Wyoming Refining Senior Secured Term Loan 51,073 55,715 Wyoming Refining Senior Secured Revolver 14,403 6,700 Principal amount of long-term debt 365,086 400,420 Less: unamortized discount and deferred financing costs (24,530 ) (30,024 ) Total debt, net of unamortized discount and deferred financing costs 340,556 370,396 Less: current maturities (27,024 ) (20,286 ) Long-term debt, net of current maturities $ 313,532 $ 350,110 Our debt is subject to various affirmative, negative, and financial covenants. As of June 30, 2017 , 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. J. Aron Forward Sale On May 8, 2017 , J. Aron and the Company amended the Supply and Offtake Agreements and extended the term through May 31, 2021 with a one -year extension option upon mutual agreement of the parties. As part of this amendment, we also entered into a $30 million forward sale of jet fuel to be delivered to J. Aron over the amended term (“J. Aron Forward Sale”). The proceeds from the J. Aron Forward Sale were used to pay a portion of the outstanding balance on the Term Loan. The $30 million obligation under the J. Aron Forward Sale will be repaid through the monthly delivery of jet fuel at an agreed upon price between the two parties. The jet fuel volumes to be delivered to J. Aron are equivalent to principal payments of $3.9 million in 2017 , $7.0 million in 2018 , $7.5 million in 2019 , $8.1 million in 2020 , and $3.5 million in 2021 . The cost of the J. Aron Forward Sale is based upon an annual interest rate of 7% . The obligation associated with the J. Aron Forward Sale is recorded as debt in our condensed consolidated balance sheets. As of June 30, 2017 , the outstanding balance of the J. Aron Forward Sale debt obligation was $29.5 million . Wyoming Refining Credit Facilities Wyoming Refining Company and its wholly owned subsidiary, Wyoming Pipeline Company LLC, are 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. as the lender. The Wyoming Refining Credit Facilities provide for (1) 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 (2) certain term loans that are fully advanced (“Wyoming Refining Senior Secured Term Loan”). The Wyoming Refining Senior Secured Term Loan requires quarterly principal payments of $2.3 million . On August 7, 2017 , we entered into an amendment to the Wyoming Refining Credit Facilities to extend the maturity date from April 30, 2018 until June 30, 2019. All remaining outstanding amounts under the Wyoming Refining Senior Secured Term Loan and the Wyoming Refining Senior Secured Revolver are fully payable on June 30, 2019 . 5.00% Convertible Senior Notes Due 2021 As of June 30, 2017 , the outstanding principal amount of the 5.00% Convertible Senior Notes was $115.0 million , the unamortized discount and deferred financing cost was $21.8 million , and the carrying amount of the liability component was $93.2 million . Term Loan On June 30, 2017, we fully repaid and terminated the Delayed Draw Term Loan and Bridge Loan Credit Agreement (“Term Loan”). A portion of the proceeds from the J. Aron Forward Sale and cash flows from operations were used to repay the full amount outstanding. We recorded a loss on termination of approximately $1.8 million related to unamortized deferred financing costs associated with the Term Loan in the three months ended June 30, 2017 . Hawaii Retail Credit Facilities On June 28, 2017 , certain subsidiaries of the Company entered into a second amendment to the Key Bank Credit Agreement dated December 17, 2015 in order to permit a special distribution of cash from such subsidiaries to the Company in an aggregate amount totaling no more than $15 million . The amendment also waived the mandatory excess cash flow prepayment for the quarter ended June 30, 2017 . 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 June 30, 2017 , 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 Securities and Exchange Commission (“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 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 | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives Commodity Derivatives We utilize crude oil commodity derivative contracts to manage our price exposure in 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 condensed 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 condensed consolidated statements of operations. We are 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 condensed consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 10—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 June 30, 2017 , our open commodity derivative contracts represented: • futures purchases of 305 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 75 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 June 30, 2017 , 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 million . The interest rate swaps mature in February 2019 and March 2021. Our 5.00% Convertible Senior Notes include a redemption option and a related make-whole premium which 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 condensed consolidated statements of operations. As of June 30, 2017 , 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 June 30, 2017 and December 31, 2016 and their placement within our condensed consolidated balance sheets. Balance Sheet Location June 30, 2017 December 31, 2016 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 6 $ — Commodity derivatives (1) Other long-term assets 450 2,748 Commodity derivatives Other accrued liabilities (1,414 ) (595 ) J. Aron repurchase obligation derivative Obligations under inventory financing agreements (954 ) (20,000 ) Interest rate derivatives Prepaid and other current assets 624 161 Interest rate derivatives Other long-term assets 2,275 3,377 Interest rate derivatives Other accrued liabilities — (94 ) _________________________________________________________ (1) Does not include cash collateral of $4.0 million and $2.7 million recorded in Prepaid and other current assets and $7.0 million and $7.0 million in Other long-term assets as of June 30, 2017 and December 31, 2016 , respectively. The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Three Months Ended June 30, Six Months Ended June 30, Statement of Operations Location 2017 2016 2017 2016 Commodity derivatives Cost of revenues (excluding depreciation) $ 2,736 $ 7,660 $ (3,631 ) $ (89 ) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) 8,439 10,920 19,046 (12,056 ) Interest rate derivatives Interest expense and financing costs, net (735 ) (1,579 ) (625 ) (2,302 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis Common Stock Warrants As of June 30, 2017 and December 31, 2016 , we had 354,350 common stock warrants outstanding. 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 June 30, 2017 and December 31, 2016 , the warrants had a weighted-average exercise price of $0.09 and $0.10 and a remaining term of 5.17 years and 5.67 years , respectively. The estimated fair value of the common stock warrants was $17.98 and $14.49 per share as of June 30, 2017 and December 31, 2016 , respectively. 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. 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 a Level 3 instrument. We do not have other commodity derivatives classified as Level 3 at June 30, 2017 or December 31, 2016 . Please read Note 9—Derivatives for further information on derivatives. Financial Statement Impact Fair value amounts by hierarchy level as of June 30, 2017 and December 31, 2016 are presented gross in the tables below (in thousands): June 30, 2017 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 421 $ 1,061 $ — $ 1,482 $ (1,026 ) $ 456 Interest rate derivatives — 2,899 — 2,899 — 2,899 Total $ 421 $ 3,960 $ — $ 4,381 $ (1,026 ) $ 3,355 Liabilities Common stock warrants $ — $ — $ (6,370 ) $ (6,370 ) $ — $ (6,370 ) Commodity derivatives (45 ) (2,395 ) — (2,440 ) 1,026 (1,414 ) J. Aron repurchase obligation derivative — — (954 ) (954 ) — (954 ) Total $ (45 ) $ (2,395 ) $ (7,324 ) $ (9,764 ) $ 1,026 $ (8,738 ) 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 ) 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 ) _________________________________________________________ (1) Does not include cash collateral of $11.0 million and $9.7 million as of June 30, 2017 and December 31, 2016 , respectively, included within Prepaid and other current assets and Other long-term assets on our condensed consolidated balance sheets. A roll forward of Level 3 financial instruments measured at fair value on a recurring basis is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Balance, at beginning of period $ (15,215 ) $ (39,938 ) $ (25,134 ) $ (25,867 ) Settlements — 15,726 — 16,810 Total unrealized income (loss) included in earnings 7,891 15,648 17,810 493 Balance, at end of period $ (7,324 ) $ (8,564 ) $ (7,324 ) $ (8,564 ) The carrying value and fair value of long-term debt and other financial instruments as of June 30, 2017 and December 31, 2016 are as follows (in thousands): June 30, 2017 Carrying Value Fair Value (1) Hawaii Retail Credit Agreement (2) $ 86,451 $ 86,451 5.00% Convertible Senior Notes due 2021 (3) 93,200 140,315 J. Aron Forward Sale 29,512 29,476 Par Wyoming Holdings Term Loan (2) 66,062 66,062 Wyoming Refining Senior Secured Term Loan (2) 50,928 50,928 Wyoming Refining Senior Secured Revolver (2) 14,403 14,403 Common stock warrants 6,370 6,370 December 31, 2016 Carrying Value Fair Value (1) Hawaii Retail Credit Agreement (2) $ 93,853 $ 93,853 5.00% 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 _________________________________________________________ (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 estimated the fair value of the J. Aron Forward Sale using a discounted cash flow analysis and an assumed yield of 8.00% as of June 30, 2017 by reference to market interest rates for similar debt instruments of comparable companies. We estimated the fair value of the Term Loan using a discounted cash flow analysis and an estimate of the current yield of 11.06% as of December 31, 2016 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 June 30, 2017 . 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 recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximate their carrying value due to their short-term nature. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. Tesoro Earnout Dispute On June 17, 2013, a wholly owned subsidiary of Par entered into a membership interest purchase agreement with Andeavor Corporation, formerly known as Tesoro Corporation (“Tesoro”), pursuant to which it purchased all of the issued and outstanding membership interests in Tesoro Hawaii, LLC, an entity that was renamed Hawaii Independent Energy, LLC, and thereafter renamed Par Hawaii Refining, LLC. The cash consideration for the acquisition is subject to an earn-out provision during the years 2014-2016, subject to, among other things, an annual earn-out cap of $20 million . Tesoro has disputed our calculation of the 2015 and 2016 earn-out amounts. If we and Tesoro are unable to agree on the calculation of the 2015 and 2016 earn-out amounts, the dispute will be resolved in accordance with the dispute resolution provisions set forth in the membership interest purchase agreement to determine the amount owed, if any. 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 Petroleum, LLC (“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 earn-out 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 earn-out period exceeds $3.5 million . The earn-out payment is capped at a maximum of $4.5 million . Mid Pac contends that there are no amounts owed to the Barbatas for the earn-out period. By letter dated May 29, 2014, the Barbatas disputed Mid Pac’s computation of the earn-out, 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 31, 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. Arbitration for the earn-out and indemnification claims is scheduled to commence on April 2, 2018. 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 been scheduled for the week of February 26, 2018. 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 $20.0 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 Safety 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 greenhouse gases (“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 the 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 Hawaii State Government. 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) that 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 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, that 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, 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 was January 1, 2017, however, approved small volume refineries have until January 1, 2020 to meet the standard. Our Hawaii refinery is required to comply with Tier 3 gasoline standards within 30 months of June 21, 2016, the date our Hawaii refinery was disqualified from small volume refinery status. On March 19, 2015, the EPA confirmed the small volume 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, and PHR entered into an Environmental Agreement (“Environmental Agreement”) that 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 nitrogen oxide and sulfur dioxide 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 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. Through June 30, 2017 , Tesoro has reimbursed us for $11.0 million of the total capital expenditures of $12.0 million incurred in connection with the Consent Decree. For the three and six months ended June 30, 2017 , we incurred $0.9 million and $2.4 million of capital expenditures in connection with the Consent Decree, respectively. For the three and six months ended June 30, 2017 , Tesoro reimbursed us for $1.2 million and $4.7 million of capital expenditures in connection with the Consent Decree, respectively. Net capital expenditures and reimbursements related to the Consent Decree for the six months ended June 30, 2017 and 2016 are presented within Capital expenditures on our condensed consolidated statement of cash flows for the related periods. 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 claims and losses related to the Pearl City Superfund Site. Tesoro’s indemnification obligations are subject to certain limitations as set forth in the Environmental Agreement. These limitations include a deductible of $1 million and a cap of $15 million for certain of Tesoro’s indemnification obligations related to certain pre-existing conditions, as well as certain restrictions regarding the time limits for submitting notice and supporting documentation for remediation actions. Recovery Trusts We emerged from the reorganization of Delta Petroleum Corporation (“Delta”) 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 June 30, 2017 , 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. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Incentive Plan The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) under the Amended and Restated Par Pacific Holdings, Inc. 2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Restricted Stock Awards $ 812 $ 729 $ 2,515 $ 1,395 Restricted Stock Units 153 44 237 1,106 Stock Option Awards 624 521 1,374 978 During the three and six months ended June 30, 2017 , we granted 30 thousand and 253 thousand shares of restricted stock and restricted stock units with a fair value of approximately $0.2 million and $3.6 million , respectively. As of June 30, 2017 , there were approximately $7.3 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 2.7 years . During the six months ended June 30, 2017 , we granted 239 thousand stock option awards with a weighted-average exercise price of $15.03 per share and no grants were made for the three months ended June 30, 2017 . As of June 30, 2017 , there were approximately $ 4.6 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.8 years . During the six months ended June 30, 2017 , we granted 45 thousand performance restricted stock units to executive officers and no performance restricted stock units were granted for the three months ended June 30, 2017 . These performance restricted stock units had a fair value of approximately $0.7 million and are subject to certain annual performance targets as defined by our Board of Directors. As of June 30, 2017 , there were approximately $0.6 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.7 years . |
Defined Benefit Plan
Defined Benefit Plan | 6 Months Ended |
Jun. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Benefit Plan | Defined Benefit Plan We maintain a defined benefit pension plan (the “Benefit Plan”) covering substantially all of 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 10 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. As of June 30, 2017 and 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. The Benefit Plan was assumed in connection with the WRC Acquisition on July 14, 2016. The net periodic benefit cost (credit) related to our defined benefit plan includes the following components (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Components of net periodic benefit cost (credit): Service cost $ 154 $ — $ 307 $ — Interest cost 298 — 596 — Expected return on plan assets (298 ) — (595 ) — Net periodic benefit cost $ 154 $ — $ 308 $ — |
Income (Loss) per Share
Income (Loss) per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Income (Loss) per Share | Income (Loss) per Share Basic income (loss) per share 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 common stock warrants, representing 354 thousand shares during each of the three and six months ended June 30, 2017 and 343 thousand shares during each of the the three and six months ended June 30, 2016 . The common stock warrants are included in the calculation of basic income (loss) per share because they are issuable for minimal consideration. The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Net income (loss) $ 7,006 $ (13,088 ) $ 34,792 $ (31,761 ) Less: Undistributed income allocated to participating securities (1) 92 — 415 — Net income (loss) attributable to common stockholders $ 6,914 $ (13,088 ) 34,377 (31,761 ) Plus: Net income effect of convertible securities — — — — Numerator for diluted income (loss) per common share $ 6,914 $ (13,088 ) $ 34,377 $ (31,761 ) Basic weighted-average common stock shares outstanding 45,541 41,015 45,505 40,991 Plus: dilutive effects of common stock equivalents (2) 23 — 31 — Diluted weighted-average common stock shares outstanding 45,564 41,015 45,536 40,991 Basic income (loss) per common share $ 0.15 $ (0.32 ) $ 0.76 $ (0.77 ) Diluted income (loss) per common share $ 0.15 $ (0.32 ) $ 0.75 $ (0.77 ) ________________________________________________________ (1) Participating securities include restricted stock that has been issued but has not yet vested. (2) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per share for the three and six months ended June 30, 2016 . For the three and six months ended June 30, 2017 , our calculation of dilutive shares outstanding excluded 98 thousand and 101 thousand shares of unvested restricted stock, respectively, and 1.5 million stock options. For the three and six months ended June 30, 2017 , our calculation of dilutive shares outstanding also excluded 6.4 million common stock equivalents assuming our 5.00% Convertible Senior Notes had been converted on January 1, 2017. For the three and six months ended June 30, 2016 , our calculation of diluted shares outstanding excluded 443 thousand and 440 thousand shares of unvested restricted stock, 1.0 million and 0.8 million stock options, and 583 thousand and 292 thousand common stock equivalents assuming our 5.00% Convertible Senior Notes had been converted on the date of issuance, respectively. As discussed in Note 8—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. For the three and six months ended June 30, 2017 , diluted income (loss) per share was determined using the if-converted method. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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 recent prior periods, and projections for future results of operations over the periods in which the deferred tax assets are deductible, among other factors, management continues to conclude that we did not meet the “more likely than not” requirement in order to recognize deferred tax assets and a valuation allowance has been recorded for substantially all of our net deferred tax assets at June 30, 2017 . During the three and six months ended June 30, 2017 and 2016 , no adjustments were recognized for uncertain tax positions. 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 net operating loss (“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 our refining, retail, and logistics operations. 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 continue to improve, the amount of the deferred tax asset considered more likely than not to be realizable could be increased. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We report the results for the following four business segments: (i) Refining , (ii) Retail , (iii) Logistics , and (iv) 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. We have recast the segment information for the three and six months ended June 30, 2016 to reflect the elimination of the Texadian segment as a reportable segment beginning in the first quarter of 2017. As of December 31, 2016, Texadian ceased its business operations other than maintaining its fleet of railcars. Our Corporate and Other reportable segment now includes administrative costs, our Texadian operations, and several small non-operated oil and gas interests that were owned by our predecessor. Summarized financial information concerning reportable segments consists of the following (in thousands): Three Months Ended June 30, 2017 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 532,751 $ 29,623 $ 82,347 $ (80,476 ) $ 564,245 Cost of revenues (excluding depreciation) 476,764 15,827 61,942 (80,180 ) 474,353 Operating expense (excluding depreciation) 34,895 4,849 11,951 (20 ) 51,675 Depreciation, depletion and amortization 7,450 1,524 1,458 852 11,284 General and administrative expense (excluding depreciation) — — — 10,482 10,482 Operating income (loss) $ 13,642 $ 7,423 $ 6,996 $ (11,610 ) $ 16,451 Interest expense and financing costs, net (9,139 ) Loss on termination of financing agreement (1,804 ) Other income, net 107 Change in value of common stock warrants (547 ) Equity earnings from Laramie Energy, LLC 2,352 Income before income taxes 7,420 Income tax expense (414 ) Net income $ 7,006 Capital expenditures $ 1,315 $ 1,542 $ 126 $ 1,215 $ 4,198 Three Months Ended June 30, 2016 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 372,785 $ 24,792 $ 71,873 $ (55,657 ) $ 413,793 Cost of revenues (excluding depreciation) 346,547 16,547 56,516 (54,948 ) 364,662 Operating expense (excluding depreciation) 23,093 2,321 10,454 10 35,878 Depreciation, depletion and amortization 1,954 923 1,494 729 5,100 General and administrative expense (excluding depreciation) — — — 10,621 10,621 Acquisition and integration expense — — — 845 845 Operating income (loss) $ 1,191 $ 5,001 $ 3,409 $ (12,914 ) $ (3,313 ) Interest expense and financing costs, net (6,106 ) Other income, net 67 Change in value of common stock warrants 1,176 Change in value of contingent consideration 3,552 Equity losses from Laramie Energy, LLC (16,948 ) Loss before income taxes (21,572 ) Income tax benefit 8,484 Net loss $ (13,088 ) Capital expenditures $ 4,496 $ 606 $ 1,219 $ 894 $ 7,215 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $80.9 million and $67.5 million for the three months ended June 30, 2017 and 2016 , respectively. Six Months Ended June 30, 2017 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 1,106,830 $ 59,618 $ 160,029 $ (156,979 ) $ 1,169,498 Cost of revenues (excluding depreciation) 979,808 31,125 121,741 (157,032 ) 975,642 Operating expense (excluding depreciation) 71,111 8,646 22,266 — 102,023 Depreciation, depletion and amortization 14,853 3,011 2,906 1,774 22,544 General and administrative expense (excluding depreciation) — — — 23,396 23,396 Acquisition and integration expense — — — 253 253 Operating income (loss) $ 41,058 $ 16,836 $ 13,116 $ (25,370 ) $ 45,640 Interest expense and financing costs, net (18,081 ) Loss on termination of financing agreement (1,804 ) Other income (expense), net 237 Change in value of common stock warrants (1,236 ) Equity earnings from Laramie Energy, LLC 11,098 Income before income taxes 35,854 Income tax expense (1,062 ) Net income $ 34,792 Capital expenditures $ 2,324 $ 2,739 $ 3,623 $ 3,091 $ 11,777 Six Months Ended June 30, 2016 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 709,189 $ 45,579 $ 140,375 $ (103,539 ) $ 791,604 Cost of revenues (excluding depreciation) 673,253 29,373 106,466 (102,041 ) 707,051 Operating expense (excluding depreciation) 49,143 4,220 20,598 124 74,085 Depreciation, depletion and amortization 3,894 1,841 3,032 1,429 10,196 General and administrative expense (excluding depreciation) — — — 21,791 21,791 Acquisition and integration expense — — — 1,516 1,516 Operating income (loss) $ (17,101 ) $ 10,145 $ 10,279 $ (26,358 ) $ (23,035 ) Interest expense and financing costs, net (10,719 ) Other income (expense), net 116 Change in value of common stock warrants 2,820 Change in value of contingent consideration 9,728 Equity losses from Laramie Energy, LLC (18,818 ) Loss before income taxes (39,908 ) Income tax benefit 8,147 Net loss $ (31,761 ) Capital expenditures $ 7,127 $ 885 $ 2,063 $ 1,616 $ 11,691 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $158.1 million and $125.9 million for the six months ended June 30, 2017 and 2016 , respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Equity Group Investments (“EGI”) - Service Agreement On September 17, 2013 , we entered into a letter agreement (“Services Agreement”) with Equity Group Investments (“EGI”), an affiliate of Zell Credit Opportunities Fund, LP (“ZCOF”), which owns 10% or more of our common stock directly or through affiliates. Pursuant to the Services Agreement, EGI 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 does not receive a fee for the provision of the strategic, advisory, or consulting services set forth in the Services Agreement, 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 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 services under the Services Agreement. In consideration of the services provided by EGI under the Services Agreement, we agreed to indemnify EGI for certain losses relating to or arising out of the Services Agreement or the services provided thereunder. The Services Agreement has 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 this agreement during the three and six months ended June 30, 2017 or 2016 . Term Loan On June 30, 2017 , we fully repaid and terminated the Term Loan. An affiliate of Whitebox Advisors, LLC (“Whitebox”), which owns 10% or more of our common stock directly or through affiliates, had been a lender under the Term Loan. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 7, 2017 , we entered into an amendment to the Wyoming Refining Credit Facilities to extend the maturity date from April 30, 2018 until June 30, 2019. Our condensed consolidated balance sheet as of June 30, 2017 has been updated to reflect the revised maturity based on this subsequent event. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | The condensed consolidated financial statements include the accounts of Par and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our condensed consolidated financial statements for prior periods have been reclassified to conform with the current presentation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934 (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2016 was derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016 . |
Use Of Estimates | The preparation of our condensed consolidated financial statements in conformity with 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. |
Cost of revenues | Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our Renewable Identification Numbers (“RINs”) obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains (losses) on derivatives and inventory valuation adjustments. |
Operating expenses | Operating expense (excluding depreciation) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, and environmental compliance costs as well as chemicals and catalysts and other direct operating expenses. |
Recent Accounting Pronouncements | There have been no developments to recent accounting pronouncements, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016, except for the following: 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 2014-09 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. We have formally established a working group to assess the amended revenue recognition guidance in Topic 606, including its impact on our business processes, accounting systems, controls, and financial statement disclosures. As part of our evaluation, the working group is reviewing existing revenue streams and identifying the types of arrangements where differences may arise in revenue recognition upon adoption of the new standard. Our largest revenue stream consists of revenues generated from the sale of refined products, generally at market prices. These revenues are recognized upon delivery of goods to a customer. We currently do not expect the new standard to have a material impact on the amount or timing of revenues recognized for the sale of refined products. As of this date, the working group continues to evaluate the impact of this new standard on our consolidated financial statements and related disclosures. In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”). This ASU requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, the ASU requires entities to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines. ASU 2017-07 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted as of the beginning of any annual period for which an entity’s financial statements (interim or annual) have not been issued or made available for issuance. ASU 2017-07 should be applied retrospectively for the presentation of cost components in the income statement and prospectively for the capitalization of the service cost component in assets. We do not expect the adoption of ASU 2017-07 to have a material impact on our financial condition, results of operations, or cash flows. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). The primary purpose of this ASU is to reduce the diversity in practice and cost and complexity in applying the guidance in Topic 718 related to the change to terms or conditions of a share-based payment award. The guidance in this ASU is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. This ASU should be applied prospectively to an award modified on or after the adoption date. We do not expect the adoption of ASU 2017-09 to have a material impact on our financial condition, results of operations, or cash flows. Accounting Principles Adopted On January 1, 2017, we adopted 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. The adoption of this ASU did not have a material impact on our financial condition, results of operations, or cash flows. On January 1, 2017, we adopted 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. The adoption of this ASU did not have any impact on our financial condition, results of operations, or cash flows. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Depreciation Expense Excluded From Each Line Item in Consolidated Statements of Operations | The following table summarizes depreciation expense excluded from each line item in our consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Cost of revenues $ 1,486 $ 920 $ 2,942 $ 1,838 Operating expense 8,265 2,503 16,474 4,934 General and administrative expense 667 454 1,405 939 |
Investment in Laramie Energy,26
Investment in Laramie Energy, LLC (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The change in our equity investment in Laramie Energy is as follows (in thousands): Six Months Ended June 30, 2017 Beginning balance $ 108,823 Equity earnings from Laramie Energy 8,436 Accretion of basis difference 2,662 Ending balance $ 119,921 |
Equity Method Investees Financial Information | Summarized financial information for Laramie Energy is as follows (in thousands): June 30, 2017 December 31, 2016 Current assets $ 10,865 $ 12,199 Non-current assets 667,583 655,022 Current liabilities 39,909 58,067 Non-current liabilities 192,737 186,631 Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Natural gas and oil revenues $ 35,425 $ 22,729 $ 76,037 $ 37,422 Loss from operations (1,458 ) (12,229 ) (295 ) (23,353 ) Net income (loss) 2,412 (43,660 ) 19,940 (46,239 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Fair Value of Assets Acquired and Liabilities Assumed | A summary of the fair values of the assets acquired and liabilities assumed is as follows (in thousands): Cash $ 183 Accounts receivable 16,880 Inventories 28,402 Prepaid and other assets 1,304 Property, plant and equipment 254,367 Goodwill (1) 66,449 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 (32,222 ) Total $ 209,366 ______________________________________________ (1) We allocated $39.8 million and $26.6 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, except per share amounts): Six Months Ended June 30, 2016 Revenues $ 940,938 Net loss (38,542 ) Loss per share Basic $ (0.85 ) Diluted $ (0.85 ) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories at June 30, 2017 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total Crude oil and feedstocks $ 59,430 $ 84,122 $ 143,552 Refined products and blendstock 39,299 103,378 142,677 Warehouse stock and other 20,973 — 20,973 Total $ 119,702 $ 187,500 $ 307,202 Inventories at December 31, 2016 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total 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 ________________________________________________________ (1) Please read Note 7—Inventory Financing Agreements for further information. |
Prepaid and Other Current Ass29
Prepaid and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | Prepaid and other current assets at June 30, 2017 and December 31, 2016 consisted of the following (in thousands): June 30, 2017 December 31, 2016 Advances to suppliers for crude oil purchases $ — $ 38,300 Collateral posted with broker for derivative instruments 4,005 2,714 Prepaid insurance 2,608 7,504 Derivative assets 630 161 Other 6,326 4,701 Total $ 13,569 $ 53,380 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The following table summarizes our outstanding debt (in thousands): June 30, 2017 December 31, 2016 Hawaii Retail Credit Facilities $ 87,773 $ 95,319 5.00% Convertible Senior Notes due 2021 115,000 115,000 Term Loan — 60,361 J. Aron Forward Sale 29,512 — Par Wyoming Holdings Term Loan 67,325 67,325 Wyoming Refining Senior Secured Term Loan 51,073 55,715 Wyoming Refining Senior Secured Revolver 14,403 6,700 Principal amount of long-term debt 365,086 400,420 Less: unamortized discount and deferred financing costs (24,530 ) (30,024 ) Total debt, net of unamortized discount and deferred financing costs 340,556 370,396 Less: current maturities (27,024 ) (20,286 ) Long-term debt, net of current maturities $ 313,532 $ 350,110 |
Derivatives (Tables)
Derivatives (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value Amounts of Derivatives and Placement in Consolidated Balance Sheets | The following table provides information on the fair value amounts (in thousands) of these derivatives as of June 30, 2017 and December 31, 2016 and their placement within our condensed consolidated balance sheets. Balance Sheet Location June 30, 2017 December 31, 2016 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 6 $ — Commodity derivatives (1) Other long-term assets 450 2,748 Commodity derivatives Other accrued liabilities (1,414 ) (595 ) J. Aron repurchase obligation derivative Obligations under inventory financing agreements (954 ) (20,000 ) Interest rate derivatives Prepaid and other current assets 624 161 Interest rate derivatives Other long-term assets 2,275 3,377 Interest rate derivatives Other accrued liabilities — (94 ) _________________________________________________________ (1) Does not include cash collateral of $4.0 million and $2.7 million recorded in Prepaid and other current assets and $7.0 million and $7.0 million in Other long-term assets as of June 30, 2017 and December 31, 2016 , respectively. |
Pre-Tax Gain (Loss) Recognized in the Statement of Operations | The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Three Months Ended June 30, Six Months Ended June 30, Statement of Operations Location 2017 2016 2017 2016 Commodity derivatives Cost of revenues (excluding depreciation) $ 2,736 $ 7,660 $ (3,631 ) $ (89 ) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) 8,439 10,920 19,046 (12,056 ) Interest rate derivatives Interest expense and financing costs, net (735 ) (1,579 ) (625 ) (2,302 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Amounts by Hierarchy Level | Fair value amounts by hierarchy level as of June 30, 2017 and December 31, 2016 are presented gross in the tables below (in thousands): June 30, 2017 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 421 $ 1,061 $ — $ 1,482 $ (1,026 ) $ 456 Interest rate derivatives — 2,899 — 2,899 — 2,899 Total $ 421 $ 3,960 $ — $ 4,381 $ (1,026 ) $ 3,355 Liabilities Common stock warrants $ — $ — $ (6,370 ) $ (6,370 ) $ — $ (6,370 ) Commodity derivatives (45 ) (2,395 ) — (2,440 ) 1,026 (1,414 ) J. Aron repurchase obligation derivative — — (954 ) (954 ) — (954 ) Total $ (45 ) $ (2,395 ) $ (7,324 ) $ (9,764 ) $ 1,026 $ (8,738 ) 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 ) 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 ) _________________________________________________________ (1) Does not include cash collateral of $11.0 million and $9.7 million as of June 30, 2017 and December 31, 2016 , respectively, included within Prepaid and other current assets and Other long-term assets on our condensed consolidated balance sheets. |
Roll Forward of Level 3 Financial Instruments Measured at Fair Value on a Recurring Basis | A roll forward of Level 3 financial instruments measured at fair value on a recurring basis is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Balance, at beginning of period $ (15,215 ) $ (39,938 ) $ (25,134 ) $ (25,867 ) Settlements — 15,726 — 16,810 Total unrealized income (loss) included in earnings 7,891 15,648 17,810 493 Balance, at end of period $ (7,324 ) $ (8,564 ) $ (7,324 ) $ (8,564 ) |
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 June 30, 2017 and December 31, 2016 are as follows (in thousands): June 30, 2017 Carrying Value Fair Value (1) Hawaii Retail Credit Agreement (2) $ 86,451 $ 86,451 5.00% Convertible Senior Notes due 2021 (3) 93,200 140,315 J. Aron Forward Sale 29,512 29,476 Par Wyoming Holdings Term Loan (2) 66,062 66,062 Wyoming Refining Senior Secured Term Loan (2) 50,928 50,928 Wyoming Refining Senior Secured Revolver (2) 14,403 14,403 Common stock warrants 6,370 6,370 December 31, 2016 Carrying Value Fair Value (1) Hawaii Retail Credit Agreement (2) $ 93,853 $ 93,853 5.00% 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 _________________________________________________________ (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. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Compensation Costs Recognized | The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) under the Amended and Restated Par Pacific Holdings, Inc. 2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Restricted Stock Awards $ 812 $ 729 $ 2,515 $ 1,395 Restricted Stock Units 153 44 237 1,106 Stock Option Awards 624 521 1,374 978 |
Defined Benefit Plan (Tables)
Defined Benefit Plan (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Periodic Benefit Cost (Credit) | The net periodic benefit cost (credit) related to our defined benefit plan includes the following components (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Components of net periodic benefit cost (credit): Service cost $ 154 $ — $ 307 $ — Interest cost 298 — 596 — Expected return on plan assets (298 ) — (595 ) — Net periodic benefit cost $ 154 $ — $ 308 $ — |
Income (Loss) per Share (Tables
Income (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Income (Loss) Per Share | The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Net income (loss) $ 7,006 $ (13,088 ) $ 34,792 $ (31,761 ) Less: Undistributed income allocated to participating securities (1) 92 — 415 — Net income (loss) attributable to common stockholders $ 6,914 $ (13,088 ) 34,377 (31,761 ) Plus: Net income effect of convertible securities — — — — Numerator for diluted income (loss) per common share $ 6,914 $ (13,088 ) $ 34,377 $ (31,761 ) Basic weighted-average common stock shares outstanding 45,541 41,015 45,505 40,991 Plus: dilutive effects of common stock equivalents (2) 23 — 31 — Diluted weighted-average common stock shares outstanding 45,564 41,015 45,536 40,991 Basic income (loss) per common share $ 0.15 $ (0.32 ) $ 0.76 $ (0.77 ) Diluted income (loss) per common share $ 0.15 $ (0.32 ) $ 0.75 $ (0.77 ) ________________________________________________________ (1) Participating securities include restricted stock that has been issued but has not yet vested. (2) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per share for the three and six months ended June 30, 2016 . |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Summarized Financial Information | Summarized financial information concerning reportable segments consists of the following (in thousands): Three Months Ended June 30, 2017 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 532,751 $ 29,623 $ 82,347 $ (80,476 ) $ 564,245 Cost of revenues (excluding depreciation) 476,764 15,827 61,942 (80,180 ) 474,353 Operating expense (excluding depreciation) 34,895 4,849 11,951 (20 ) 51,675 Depreciation, depletion and amortization 7,450 1,524 1,458 852 11,284 General and administrative expense (excluding depreciation) — — — 10,482 10,482 Operating income (loss) $ 13,642 $ 7,423 $ 6,996 $ (11,610 ) $ 16,451 Interest expense and financing costs, net (9,139 ) Loss on termination of financing agreement (1,804 ) Other income, net 107 Change in value of common stock warrants (547 ) Equity earnings from Laramie Energy, LLC 2,352 Income before income taxes 7,420 Income tax expense (414 ) Net income $ 7,006 Capital expenditures $ 1,315 $ 1,542 $ 126 $ 1,215 $ 4,198 Three Months Ended June 30, 2016 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 372,785 $ 24,792 $ 71,873 $ (55,657 ) $ 413,793 Cost of revenues (excluding depreciation) 346,547 16,547 56,516 (54,948 ) 364,662 Operating expense (excluding depreciation) 23,093 2,321 10,454 10 35,878 Depreciation, depletion and amortization 1,954 923 1,494 729 5,100 General and administrative expense (excluding depreciation) — — — 10,621 10,621 Acquisition and integration expense — — — 845 845 Operating income (loss) $ 1,191 $ 5,001 $ 3,409 $ (12,914 ) $ (3,313 ) Interest expense and financing costs, net (6,106 ) Other income, net 67 Change in value of common stock warrants 1,176 Change in value of contingent consideration 3,552 Equity losses from Laramie Energy, LLC (16,948 ) Loss before income taxes (21,572 ) Income tax benefit 8,484 Net loss $ (13,088 ) Capital expenditures $ 4,496 $ 606 $ 1,219 $ 894 $ 7,215 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $80.9 million and $67.5 million for the three months ended June 30, 2017 and 2016 , respectively. Six Months Ended June 30, 2017 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 1,106,830 $ 59,618 $ 160,029 $ (156,979 ) $ 1,169,498 Cost of revenues (excluding depreciation) 979,808 31,125 121,741 (157,032 ) 975,642 Operating expense (excluding depreciation) 71,111 8,646 22,266 — 102,023 Depreciation, depletion and amortization 14,853 3,011 2,906 1,774 22,544 General and administrative expense (excluding depreciation) — — — 23,396 23,396 Acquisition and integration expense — — — 253 253 Operating income (loss) $ 41,058 $ 16,836 $ 13,116 $ (25,370 ) $ 45,640 Interest expense and financing costs, net (18,081 ) Loss on termination of financing agreement (1,804 ) Other income (expense), net 237 Change in value of common stock warrants (1,236 ) Equity earnings from Laramie Energy, LLC 11,098 Income before income taxes 35,854 Income tax expense (1,062 ) Net income $ 34,792 Capital expenditures $ 2,324 $ 2,739 $ 3,623 $ 3,091 $ 11,777 Six Months Ended June 30, 2016 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 709,189 $ 45,579 $ 140,375 $ (103,539 ) $ 791,604 Cost of revenues (excluding depreciation) 673,253 29,373 106,466 (102,041 ) 707,051 Operating expense (excluding depreciation) 49,143 4,220 20,598 124 74,085 Depreciation, depletion and amortization 3,894 1,841 3,032 1,429 10,196 General and administrative expense (excluding depreciation) — — — 21,791 21,791 Acquisition and integration expense — — — 1,516 1,516 Operating income (loss) $ (17,101 ) $ 10,145 $ 10,279 $ (26,358 ) $ (23,035 ) Interest expense and financing costs, net (10,719 ) Other income (expense), net 116 Change in value of common stock warrants 2,820 Change in value of contingent consideration 9,728 Equity losses from Laramie Energy, LLC (18,818 ) Loss before income taxes (39,908 ) Income tax benefit 8,147 Net loss $ (31,761 ) Capital expenditures $ 7,127 $ 885 $ 2,063 $ 1,616 $ 11,691 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $158.1 million and $125.9 million for the six months ended June 30, 2017 and 2016 , respectively. |
Overview (Detail)
Overview (Detail) | 6 Months Ended |
Jun. 30, 2017segment | |
Schedule of Equity Method Investments [Line Items] | |
Operating segments | 3 |
Laramie Energy Company | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest in Laramie Energy, LLC | 42.30% |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Cost of revenues | $ 1,486 | $ 920 | $ 2,942 | $ 1,838 |
Operating expense | 8,265 | 2,503 | 16,474 | 4,934 |
General and administrative expense | $ 667 | $ 454 | $ 1,405 | $ 939 |
Investment in Laramie Energy,39
Investment in Laramie Energy, LLC - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Cash contributions | $ 0 | $ 55,000,000 | ||||
Depreciation, depletion, and amortization | $ 11,284,000 | $ 5,100,000 | 22,544,000 | 10,196,000 | ||
Unrealized gain (loss) on derivative contracts | $ (3,656,000) | 5,408,000 | ||||
Laramie Energy Company | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest in Laramie Energy, LLC | 42.30% | 42.30% | ||||
Cash contributions | $ 55,000,000 | $ 27,500,000 | ||||
Credit facility, maximum borrowing amount | $ 400,000,000 | $ 400,000,000 | ||||
Asset borrowing base | 210,000,000 | 210,000,000 | ||||
Balance outstanding on the revolving credit facility | 131,000,000 | 131,000,000 | ||||
Depreciation, depletion, and amortization | 12,500,000 | 13,000,000 | 25,800,000 | 20,600,000 | ||
Unrealized gain (loss) on derivative contracts | 8,700,000 | $ (35,400,000) | 32,900,000 | $ (29,500,000) | ||
Amount of equity in underlying assets exceeding carrying value by | $ 65,100,000 | $ 65,100,000 | $ 67,800,000 | |||
Amortization of natural gas and oil properties | 15 years |
Investment in Laramie Energy,40
Investment in Laramie Energy, LLC - Change in Equity Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||||
Beginning balance | $ 108,823 | |||
Equity earnings from Laramie Energy | $ 2,352 | $ (16,948) | 11,098 | $ (18,818) |
Ending balance | 119,921 | 119,921 | ||
Laramie Energy Company | ||||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||||
Beginning balance | 108,823 | |||
Equity earnings from Laramie Energy | 8,436 | |||
Accretion of basis difference | 2,662 | |||
Ending balance | $ 119,921 | $ 119,921 |
Investment in Laramie Energy,41
Investment in Laramie Energy, LLC - Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
ASSETS | |||||
Current assets | $ 456,716 | $ 456,716 | $ 403,108 | ||
Current liabilities | 427,956 | 427,956 | 382,765 | ||
REVENUE | |||||
Loss from operations | 16,451 | $ (3,313) | 45,640 | $ (23,035) | |
Net income (loss) | 7,006 | (13,088) | 34,792 | (31,761) | |
Laramie Energy Company | |||||
ASSETS | |||||
Current assets | 10,865 | 10,865 | 12,199 | ||
Non-current assets | 667,583 | 667,583 | 655,022 | ||
Current liabilities | 39,909 | 39,909 | 58,067 | ||
Non-current liabilities | 192,737 | 192,737 | $ 186,631 | ||
REVENUE | |||||
Natural gas and oil revenues | 35,425 | 22,729 | 76,037 | 37,422 | |
Loss from operations | (1,458) | (12,229) | (295) | (23,353) | |
Net income (loss) | $ 2,412 | $ (43,660) | $ 19,940 | $ (46,239) |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jul. 14, 2016 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment [Abstract] | |||
Goodwill | $ 107,187 | $ 105,732 | |
Wyoming Refining Company | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment [Abstract] | |||
Cash | $ 183 | ||
Accounts receivable | 16,880 | ||
Inventories | 28,402 | ||
Prepaid and other assets | 1,304 | ||
Property, plant and equipment | 254,367 | ||
Goodwill | 66,449 | ||
Accounts payable and other current liabilities | (57,861) | ||
Other non-current liabilities | (32,222) | ||
Total | 209,366 | ||
Wyoming Refining Company | Refining | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment [Abstract] | |||
Goodwill | 39,800 | ||
Wyoming Refining Company | Logistics | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment [Abstract] | |||
Goodwill | 26,600 | ||
Wyoming Refining Company | Revolving Credit Facility | Wyoming Refining Senior Secured Revolver | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment [Abstract] | |||
Long-term debt | (10,100) | ||
Wyoming Refining Company | Secured Debt | Wyoming Refining Senior Secured Term Loan | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment [Abstract] | |||
Long-term debt | $ (58,036) |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Details) - Wyoming Refining Company $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenues | $ | $ 940,938 |
Net loss | $ | $ (38,542) |
Loss per share | |
Basic (in dollars per shares) | $ / shares | $ (0.85) |
Diluted (in dollars per shares) | $ / shares | $ (0.85) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Jul. 14, 2016 | Jun. 30, 2016 | Jun. 30, 2017 |
Wyoming Refining Company | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 209,400,000 | ||
Adjustment to WRC environmental liability (other non-current liabilities) | $ 2,000,000 | ||
Adjustment to inventory | 500,000 | ||
Adjustments to goodwill | $ 1,500,000 | ||
Other Long Term Assets | Wyoming Refining Company | |||
Business Acquisition [Line Items] | |||
Acquisition deposit | $ 5,000,000 | ||
Secured Debt | Wyoming Refining Company | |||
Business Acquisition [Line Items] | |||
Aggregate principal amount | 65,000,000 | ||
Wyoming Refining Senior Secured Term Loan | Secured Debt | Wyoming Refining Company | |||
Business Acquisition [Line Items] | |||
Long-term debt | 58,036,000 | ||
Wyoming Refining Senior Secured Revolver | Revolving Credit Facility | Wyoming Refining Company | |||
Business Acquisition [Line Items] | |||
Long-term debt | $ 10,100,000 | ||
Convertible Subordinated Bridge Notes | |||
Business Acquisition [Line Items] | |||
Debt instrument, interest rate | 2.50% | ||
5.00% Convertible Senior Notes due 2021 | |||
Business Acquisition [Line Items] | |||
Debt instrument, interest rate | 5.00% | 5.00% | |
5.00% Convertible Senior Notes due 2021 | Convertible Debt | |||
Business Acquisition [Line Items] | |||
Debt instrument, interest rate | 5.00% | ||
Aggregate principal amount | $ 115,000,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Crude oil and feedstocks | $ 143,552 | $ 61,302 |
Refined products and blendstock | 142,677 | 116,593 |
Warehouse stock and other | 20,973 | 20,431 |
Total | 307,202 | 198,326 |
Reserves for the lower of cost or market value of inventory | 8,600 | 200 |
Titled Inventory | ||
Inventory [Line Items] | ||
Crude oil and feedstocks | 59,430 | 11,620 |
Refined products and blendstock | 39,299 | 38,916 |
Warehouse stock and other | 20,973 | 20,431 |
Total | 119,702 | 70,967 |
Supply and Offtake Agreements | ||
Inventory [Line Items] | ||
Crude oil and feedstocks | 84,122 | 49,682 |
Refined products and blendstock | 103,378 | 77,677 |
Warehouse stock and other | 0 | 0 |
Total | $ 187,500 | $ 127,359 |
Prepaid and Other Current Ass46
Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Advances to suppliers for crude oil purchases | $ 0 | $ 38,300 |
Collateral posted with broker for derivative instruments | 4,005 | 2,714 |
Prepaid insurance | 2,608 | 7,504 |
Derivative assets | 630 | 161 |
Other | 6,326 | 4,701 |
Total | $ 13,569 | $ 53,380 |
Inventory Financing Agreements
Inventory Financing Agreements (Details) barrel / d in Thousands | May 08, 2017USD ($) | Jun. 01, 2015USD ($)barrel / d | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Feb. 29, 2016USD ($)installment | Sep. 30, 2015USD ($)payment |
Supply Commitment [Line Items] | |||||||||
Supply and exchange agreement expenses | $ 9,139,000 | $ 6,106,000 | $ 18,081,000 | $ 10,719,000 | |||||
Supply and Offtake Agreements | |||||||||
Supply Commitment [Line Items] | |||||||||
Agreement extension term | 1 year | ||||||||
Forward sale liability | $ 30,000,000 | ||||||||
Barrels of crude per day provided (up to) | barrel / d | 94 | ||||||||
Handling fees | 3,300,000 | 2,000,000 | 6,400,000 | 3,900,000 | |||||
Supply and exchange agreement expenses | 700,000 | $ 700,000 | 1,500,000 | $ 1,300,000 | |||||
Amount of deferred payment arrangement | $ 125,000,000 | ||||||||
Percentage of receivables and inventory for deferred payment arrangement | 85.00% | ||||||||
Deferral arrangement fee | $ 1,300,000 | ||||||||
Variable interest rate basis | P3M | ||||||||
Capacity of deferred payment arrangement | 58,400,000 | 58,400,000 | $ 59,400,000 | ||||||
Outstanding amount of deferred payment arrangement | 40,900,000 | 40,900,000 | 43,300,000 | ||||||
Fee agreement receivable | $ 9,700,000 | $ 9,700,000 | $ 14,600,000 | $ 14,600,000 | $ 18,000,000 | ||||
Number of fee agreement payments | 18 | 14 | |||||||
Supply and Offtake Agreements | London Interbank Offered Rate (LIBOR) | |||||||||
Supply Commitment [Line Items] | |||||||||
Margin on LIBOR rate | 3.75% | ||||||||
Deferred payment availability fee | 0.75% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jul. 14, 2016 |
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 365,086 | $ 400,420 | |
Less: unamortized discount and deferred financing costs | (24,530) | (30,024) | |
Total debt, net of unamortized discount and deferred financing costs | 340,556 | 370,396 | |
Less: current maturities | (27,024) | (20,286) | |
Long-term debt, net of current maturities | 313,532 | 350,110 | |
Hawaii Retail Credit Facilities | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 87,773 | 95,319 | |
5.00% Convertible Senior Notes due 2021 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.00% | 5.00% | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 0 | 60,361 | |
J. Aron Forward Sale | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | 29,512 | 0 | |
Par Wyoming Holdings Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | 67,325 | 67,325 | |
Wyoming Refining Senior Secured Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | 51,073 | 55,715 | |
Wyoming Refining Senior Secured Revolver | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 14,403 | 6,700 | |
Convertible Debt | 5.00% Convertible Senior Notes due 2021 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.00% | ||
Principal amount of long-term debt | $ 115,000 | $ 115,000 | |
Less: unamortized discount and deferred financing costs | $ (21,800) |
Debt - J. Aron Forward Sale (De
Debt - J. Aron Forward Sale (Details) - USD ($) $ in Thousands | May 08, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||
Principal amount of long-term debt | $ 365,086 | $ 400,420 | |||
Principal payments - 2017 | 218,022 | $ 17,138 | |||
Supply and Offtake Agreements | |||||
Debt Instrument [Line Items] | |||||
Agreement extension term | 1 year | ||||
Forward sale liability | $ 30,000 | ||||
Debt instrument, interest rate | 7.00% | ||||
J. Aron Forward Sale | |||||
Debt Instrument [Line Items] | |||||
Principal amount of long-term debt | $ 29,512 | $ 0 | |||
Principal payments - 2018 | $ 7,000 | ||||
Principal payments - 2019 | 7,500 | ||||
Principal payments - 2020 | 8,100 | ||||
Principal payments - 2021 | $ 3,500 | ||||
Scenario, Forecast | J. Aron Forward Sale | |||||
Debt Instrument [Line Items] | |||||
Principal payments - 2017 | $ 3,900 |
Debt - Wyoming Refining Credit
Debt - Wyoming Refining Credit Facilities (Details) | Apr. 30, 2015USD ($) |
Term Loan | Wyoming Refining Senior Secured Term Loan | |
Debt Instrument [Line Items] | |
Periodic payment, principal | $ 2,300,000 |
Revolving Credit Facility | Wyoming Refining Senior Secured Revolver | |
Debt Instrument [Line Items] | |
Maximum borrowing amount | $ 30,000,000 |
Debt - Convertible Senior Note
Debt - Convertible Senior Note (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jul. 14, 2016 |
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 365,086 | $ 400,420 | |
Unamortized discount and deferred financing costs | $ 24,530 | 30,024 | |
5.00% Convertible Senior Notes due 2021 | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.00% | 5.00% | |
5.00% Convertible Senior Notes due 2021 | Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | $ 93,200 | 91,029 | |
Convertible Debt | 5.00% Convertible Senior Notes due 2021 | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.00% | ||
Principal amount of long-term debt | $ 115,000 | $ 115,000 | |
Unamortized discount and deferred financing costs | $ 21,800 |
Debt - Term Loan (Details)
Debt - Term Loan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Debt Instrument [Line Items] | ||||
Write off of financing costs | $ 1,804 | $ 0 | $ 1,804 | $ 0 |
Delayed Draw Term Loan and Bridge Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Write off of financing costs | $ 1,800 |
Debt - Hawaii Retail Credit Fac
Debt - Hawaii Retail Credit Facilities (Details) | Jun. 28, 2017USD ($) |
Hawaii Retail Credit Facilities | Revolving Credit Facility | Subsidiaries | |
Line of Credit Facility [Line Items] | |
Maximum allowed dividend (no more than) | $ 15,000,000 |
Debt - Guarantors (Details)
Debt - Guarantors (Details) | Sep. 16, 2016USD ($) |
Debt Disclosure [Abstract] | |
Debt instruments, initial offering price | $ 750,000,000 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) bbl in Thousands | 6 Months Ended | |
Jun. 30, 2017USD ($)bbl | Jul. 14, 2016 | |
5.00% Convertible Senior Notes due 2021 | ||
Credit Derivatives [Line Items] | ||
Debt instrument, interest rate | 5.00% | 5.00% |
5.00% Convertible Senior Notes due 2021 | Convertible Debt | ||
Credit Derivatives [Line Items] | ||
Debt instrument, interest rate | 5.00% | |
Options Collar | Over the Counter | ||
Credit Derivatives [Line Items] | ||
Derivative contracts, barrels | 52 | |
Option Collars and Swap | Over the Counter | ||
Credit Derivatives [Line Items] | ||
Derivative contracts, barrels | 75 | |
Interest Rate Swap | ||
Credit Derivatives [Line Items] | ||
Fixed interest rate | 1.10% | |
Notional amount | $ | $ 200,000,000 | |
Long | Commodity derivatives | Over the Counter | ||
Credit Derivatives [Line Items] | ||
Derivative contracts, barrels | 305 |
Derivatives - Fair Value Amount
Derivatives - Fair Value Amounts of Derivatives and Placement in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Prepaid and other current assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | $ 4,000 | $ 2,700 |
Other long-term assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | 7,000 | 7,000 |
Commodity derivatives | Prepaid and other current assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 6 | 0 |
Commodity derivatives | Other long-term assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 450 | 2,748 |
Commodity derivatives | Other accrued liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | (1,414) | (595) |
J. Aron repurchase obligation derivative | Over the Counter | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | (954) | (20,000) |
Interest rate derivatives | Prepaid and other current assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 624 | 161 |
Interest rate derivatives | Other long-term assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 2,275 | 3,377 |
Interest rate derivatives | Other accrued liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | $ 0 | $ (94) |
Derivatives - Schedule of Pre-T
Derivatives - Schedule of Pre-Tax Gain (Loss) Recognized in the Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Commodity derivatives | Cost of revenues (excluding depreciation) | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Pre-tax gains (losses) | $ 2,736 | $ 7,660 | $ (3,631) | $ (89) |
J. Aron repurchase obligation derivative | Cost of revenues (excluding depreciation) | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Pre-tax gains (losses) | 8,439 | 10,920 | 19,046 | (12,056) |
Interest rate derivatives | Interest expense and financing costs, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Pre-tax gains (losses) | $ (735) | $ (1,579) | $ (625) | $ (2,302) |
Fair Value Measurements - Commo
Fair Value Measurements - Common Stock Warrants (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Weighted average exercise price (in usd per share) | $ 0.09 | $ 0.10 |
Term (years) | 5 years 2 months | 5 years 8 months |
Fair value of common stock warrants (in usd per share) | $ 17.98 | $ 14.49 |
Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrants outstanding (in shares) | 354,350 | 354,350 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Amounts by Hierarchy Level (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Liabilities | ||
Gross Fair Value and Nat Carrying Value on Balance Sheet | $ (6,370) | $ (5,134) |
Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 4,381 | 29,887 |
Effect of Counter-Party Netting | (1,026) | (23,601) |
Net Carrying Value on Balance Sheet | 3,355 | 6,286 |
Liabilities | ||
Gross Fair Value | (9,764) | (49,424) |
Effect of Counter-Party Netting | 1,026 | 23,601 |
Net Carrying Value on Balance Sheet | (8,738) | (25,823) |
Cash collateral | 11,000 | 9,700 |
Interest rate derivatives | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 2,899 | 3,602 |
Effect of Counter-Party Netting | 0 | (64) |
Net Carrying Value on Balance Sheet | 2,899 | 3,538 |
Liabilities | ||
Gross Fair Value | (158) | |
Effect of Counter-Party Netting | 64 | |
Net Carrying Value on Balance Sheet | (94) | |
Level 1 | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 421 | 190 |
Liabilities | ||
Gross Fair Value | (45) | (54) |
Level 1 | Interest rate derivatives | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 0 | 0 |
Liabilities | ||
Gross Fair Value | 0 | |
Level 2 | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 3,960 | 29,697 |
Liabilities | ||
Gross Fair Value | (2,395) | (24,236) |
Level 2 | Interest rate derivatives | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 2,899 | 3,602 |
Liabilities | ||
Gross Fair Value | (158) | |
Level 3 | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 0 | 0 |
Liabilities | ||
Gross Fair Value | (7,324) | (25,134) |
Level 3 | Interest rate derivatives | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 0 | 0 |
Liabilities | ||
Gross Fair Value | 0 | |
Over the Counter | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value and Nat Carrying Value on Balance Sheet | (6,370) | (5,134) |
Effect of Counter-Party Netting | 0 | 0 |
Over the Counter | Level 1 | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value and Nat Carrying Value on Balance Sheet | 0 | 0 |
Over the Counter | Level 2 | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value and Nat Carrying Value on Balance Sheet | 0 | 0 |
Over the Counter | Level 3 | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value and Nat Carrying Value on Balance Sheet | (6,370) | (5,134) |
Exchange Traded | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 1,482 | 26,285 |
Effect of Counter-Party Netting | (1,026) | (23,537) |
Net Carrying Value on Balance Sheet | 456 | 2,748 |
Liabilities | ||
Gross Fair Value | (2,440) | (24,132) |
Effect of Counter-Party Netting | 1,026 | 23,537 |
Net Carrying Value on Balance Sheet | (1,414) | (595) |
Exchange Traded | J. Aron repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value | (954) | (20,000) |
Effect of Counter-Party Netting | 0 | 0 |
Net Carrying Value on Balance Sheet | (954) | (20,000) |
Exchange Traded | Level 1 | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 421 | 190 |
Liabilities | ||
Gross Fair Value | (45) | (54) |
Exchange Traded | Level 1 | J. Aron repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value | 0 | 0 |
Exchange Traded | Level 2 | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 1,061 | 26,095 |
Liabilities | ||
Gross Fair Value | (2,395) | (24,078) |
Exchange Traded | Level 2 | J. Aron repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value | 0 | 0 |
Exchange Traded | Level 3 | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 0 | 0 |
Liabilities | ||
Gross Fair Value | 0 | 0 |
Exchange Traded | Level 3 | J. Aron repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value | $ (954) | $ (20,000) |
Fair Value Measurements - Roll
Fair Value Measurements - Roll Forward of Level 3 Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance, at beginning of period | $ (15,215) | $ (39,938) | $ (25,134) | $ (25,867) |
Settlements | 0 | 15,726 | 0 | 16,810 |
Total unrealized income (loss) included in earnings | 7,891 | 15,648 | 17,810 | 493 |
Balance, at end of period | $ (7,324) | $ (8,564) | $ (7,324) | $ (8,564) |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Fair Value of Long-Term Debt and Other Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jul. 14, 2016 |
5.00% Convertible Senior Notes due 2021 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, interest rate | 5.00% | 5.00% | |
J. Aron Forward Sale | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Current yield used for long-term debt fair value estimate | 8.00% | ||
Wyoming Refining Senior Secured Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Current yield used for long-term debt fair value estimate | 11.06% | ||
Carrying Value | Warrant | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Warrants not settleable in cash, fair value | $ 6,370 | $ 5,134 | |
Carrying Value | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 57,426 | ||
Carrying Value | Wyoming Refining Senior Secured Revolver | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 14,403 | 6,700 | |
Carrying Value | Hawaii Retail Credit Facilities | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 86,451 | 93,853 | |
Carrying Value | 5.00% Convertible Senior Notes due 2021 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 93,200 | 91,029 | |
Carrying Value | J. Aron Forward Sale | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 29,512 | ||
Carrying Value | Par Wyoming Holdings Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 66,062 | 65,908 | |
Carrying Value | Wyoming Refining Senior Secured Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 50,928 | 55,480 | |
Fair Value | Warrant | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Warrants not settleable in cash, fair value | 6,370 | 5,134 | |
Fair Value | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 62,367 | ||
Fair Value | Wyoming Refining Senior Secured Revolver | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 14,403 | 6,700 | |
Fair Value | Hawaii Retail Credit Facilities | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 86,451 | 93,853 | |
Fair Value | 5.00% Convertible Senior Notes due 2021 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 140,315 | 122,229 | |
Fair Value | J. Aron Forward Sale | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 29,476 | ||
Fair Value | Par Wyoming Holdings Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 66,062 | 65,908 | |
Fair Value | Wyoming Refining Senior Secured Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | $ 50,928 | $ 55,480 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 23, 2015 | Jun. 30, 2017USD ($)claim | Jun. 30, 2017USD ($)claim | Jun. 30, 2017USD ($)claim | Jun. 17, 2013USD ($) |
Long-term Purchase Commitment [Line Items] | |||||
Multiplier for earnout payment before EBITDA | 4 | 4 | 4 | ||
Minimum EBITDA benchmark | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | ||
Maximum earnout payment amount | 4,500,000 | 4,500,000 | 4,500,000 | ||
Site contingency, recovery from third party of environmental remediation cost | 1,200,000 | 4,700,000 | 11,000,000 | ||
Environmental costs recognized, capitalized in period | $ 900,000 | $ 2,400,000 | $ 12,000,000 | ||
Number of remaining claim to be resolved | claim | 2 | 2 | 2 | ||
Bankruptcy claims amount of claims to be settled | $ 22,400,000 | $ 22,400,000 | $ 22,400,000 | ||
Estimated value of claims remaining to be settled | 500,000 | 500,000 | 500,000 | ||
Maximum bankruptcy claims remaining | $ 22,400,000 | $ 22,400,000 | $ 22,400,000 | ||
Predecessor working ownership percentage | 3.40% | 3.40% | 3.40% | ||
Allowed claims, settlement ratio | 0.0544 | ||||
Indemnification Agreement | Tesoros | |||||
Long-term Purchase Commitment [Line Items] | |||||
Deductible for indemnification obligation | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||
Indemnification obligation cap | 15,000,000 | 15,000,000 | 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 (more than) | 1,000,000 | 1,000,000 | 1,000,000 | ||
Wyoming Refinery One | |||||
Long-term Purchase Commitment [Line Items] | |||||
Environmental remediation expense | 20,000,000 | $ 20,000,000 | 20,000,000 | ||
Environmental costs recognized, period for recognition of one third costs | 5 years | ||||
Environmental costs recognized, remainder, period for recognition | 30 years | ||||
Wyoming Refinery Two | Wastewater Treatment Pond | |||||
Long-term Purchase Commitment [Line Items] | |||||
Environmental remediation expense | 500,000 | $ 500,000 | 500,000 | ||
Wyoming Refinery Two | Waste Water Treatment System | |||||
Long-term Purchase Commitment [Line Items] | |||||
Environmental remediation expense | 11,600,000 | 11,600,000 | 11,600,000 | ||
Wyoming Refinery | |||||
Long-term Purchase Commitment [Line Items] | |||||
Loss contingency, range of possible loss | $ 100,000 | $ 100,000 | $ 100,000 | ||
United Steelworkers Union | |||||
Long-term Purchase Commitment [Line Items] | |||||
Collective bargaining arrangement, extension term | 4 years | ||||
Tesoro | |||||
Long-term Purchase Commitment [Line Items] | |||||
Contingent consideration (up to) | $ 20,000,000 |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation Costs Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restricted Stock Awards | ||||
Class of Stock [Line Items] | ||||
Compensation cost | $ 812 | $ 729 | $ 2,515 | $ 1,395 |
Restricted Stock Units | ||||
Class of Stock [Line Items] | ||||
Compensation cost | 153 | 44 | 237 | 1,106 |
Stock Option Awards | ||||
Class of Stock [Line Items] | ||||
Compensation cost | $ 624 | $ 521 | $ 1,374 | $ 978 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017USD ($)shares | Jun. 30, 2017USD ($)$ / sharesshares | |
Restricted Stock Awards | ||
Class of Stock [Line Items] | ||
Restricted stock and restricted stock units granted (in shares) | shares | 30,000 | 253,000 |
Grants in the period, aggregate fair value | $ 0.2 | $ 3.6 |
Unrecognized compensation costs related to restricted stock awards | $ 7.3 | $ 7.3 |
Weighted average period of recognition | 2 years 8 months 19 days | |
Stock Option Awards | ||
Class of Stock [Line Items] | ||
Weighted average period of recognition | 2 years 10 months 2 days | |
Options, granted (in shares) | shares | 0 | 239,000 |
Weighted average exercise price (in dollars per share) | $ / shares | $ 15.03 | |
Unrecognized compensation costs related to options | $ 4.6 | $ 4.6 |
Performance Restricted Stock Units | ||
Class of Stock [Line Items] | ||
Restricted stock and restricted stock units granted (in shares) | shares | 0 | 45,000 |
Grants in the period, aggregate fair value | $ 0.7 | |
Unrecognized compensation costs related to restricted stock awards | $ 0.6 | $ 0.6 |
Weighted average period of recognition | 2 years 8 months 1 day |
Defined Benefit Plan - Net Peri
Defined Benefit Plan - Net Periodic Benefit Cost (Credit) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |||||
Amount to be amortized from accumulated other comprehensive income | $ 0 | $ 0 | |||
Components of net periodic benefit cost (credit): | |||||
Service cost | $ 154,000 | $ 0 | 307,000 | $ 0 | |
Interest cost | 298,000 | 0 | 596,000 | 0 | |
Expected return on plan assets | (298,000) | 0 | (595,000) | 0 | |
Net periodic benefit cost | $ 154,000 | $ 0 | $ 308,000 | $ 0 |
Income (Loss) per Share - Basic
Income (Loss) per Share - Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jul. 14, 2016 | |
Earnings Per Share Reconciliation [Abstract] | |||||
Net income (loss) | $ 7,006 | $ (13,088) | $ 34,792 | $ (31,761) | |
Undistributed income allocated to participating securities | 92 | 0 | 415 | 0 | |
Numerator for diluted income (loss) per common share | 6,914 | (13,088) | 34,377 | (31,761) | |
Plus: Net income effect of convertible securities | 0 | 0 | 0 | 0 | |
Numerator for diluted income (loss) per common share | $ 6,914 | $ (13,088) | $ 34,377 | $ (31,761) | |
Basic weighted-average common stock shares outstanding (in shares) | 45,541 | 41,015 | 45,505 | 40,991 | |
Dilutive effects of common stock equivalents (in shares) | 23 | 0 | 31 | 0 | |
Diluted weighted-average common stock shares outstanding (in shares) | 45,564 | 41,015 | 45,536 | 40,991 | |
Basic income (loss) per share (USD per share) | $ 0.15 | $ (0.32) | $ 0.76 | $ (0.77) | |
Diluted income (loss) per share (USD per share) | $ 0.15 | $ (0.32) | $ 0.75 | $ (0.77) | |
5.00% Convertible Senior Notes due 2021 | |||||
Earnings Per Share Reconciliation [Abstract] | |||||
Debt instrument, interest rate | 5.00% | 5.00% | 5.00% | ||
Warrant | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average number of shares issuable under the common stock warrants (in shares) | 354 | 343 | |||
Stock Option Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average number of shares issuable under the common stock warrants (in shares) | 354 | 343 | |||
Stock Option Awards | |||||
Earnings Per Share Reconciliation [Abstract] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,500 | 1,000 | 1,500 | 800 | |
Restricted Stock Awards | |||||
Earnings Per Share Reconciliation [Abstract] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 98 | 443 | 101 | 440 | |
Convertible debt securities | |||||
Earnings Per Share Reconciliation [Abstract] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,400 | 583 | 6,400 | 292 |
Defined Benefit Plan - Addition
Defined Benefit Plan - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Consecutive years of service | 5 years |
Years of employment | 10 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Adjustments recognized for uncertain tax positions | $ 0 | $ 0 | $ 0 | $ 0 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)segment | Jun. 30, 2016USD ($) | |
Segment Reporting [Abstract] | ||||
Reporting segments | segment | 4 | |||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 564,245 | $ 413,793 | $ 1,169,498 | $ 791,604 |
Cost of revenues (excluding depreciation) | 474,353 | 364,662 | 975,642 | 707,051 |
Operating expense (excluding depreciation) | 51,675 | 35,878 | 102,023 | 74,085 |
Depreciation, depletion, and amortization | 11,284 | 5,100 | 22,544 | 10,196 |
General and administrative expense (excluding depreciation) | 10,482 | 10,621 | 23,396 | 21,791 |
Acquisition and integration expense | 0 | 845 | 253 | 1,516 |
Operating income (loss) | 16,451 | (3,313) | 45,640 | (23,035) |
Interest expense and financing costs, net | (9,139) | (6,106) | (18,081) | (10,719) |
Loss on termination of financing agreement | (1,804) | 0 | (1,804) | 0 |
Other income, net | 107 | 67 | 237 | 116 |
Change in value of common stock warrants | (547) | 1,176 | (1,236) | 2,820 |
Change in value of contingent consideration | 0 | 3,552 | 0 | 9,728 |
Equity earnings (losses) from Laramie Energy, LLC | 2,352 | (16,948) | 11,098 | (18,818) |
Income (loss) before income taxes | 7,420 | (21,572) | 35,854 | (39,908) |
Income tax benefit (expense) | (414) | 8,484 | (1,062) | 8,147 |
Net income (loss) | 7,006 | (13,088) | 34,792 | (31,761) |
Capital expenditures | 4,198 | 7,215 | 11,777 | 11,691 |
Operating Segments | Refining | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 532,751 | 372,785 | 1,106,830 | 709,189 |
Cost of revenues (excluding depreciation) | 476,764 | 346,547 | 979,808 | 673,253 |
Operating expense (excluding depreciation) | 34,895 | 23,093 | 71,111 | 49,143 |
Depreciation, depletion, and amortization | 7,450 | 1,954 | 14,853 | 3,894 |
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | 0 |
Acquisition and integration expense | 0 | 0 | 0 | |
Operating income (loss) | 13,642 | 1,191 | 41,058 | (17,101) |
Capital expenditures | 1,315 | 4,496 | 2,324 | 7,127 |
Operating Segments | Logistics | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 29,623 | 24,792 | 59,618 | 45,579 |
Cost of revenues (excluding depreciation) | 15,827 | 16,547 | 31,125 | 29,373 |
Operating expense (excluding depreciation) | 4,849 | 2,321 | 8,646 | 4,220 |
Depreciation, depletion, and amortization | 1,524 | 923 | 3,011 | 1,841 |
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | 0 |
Acquisition and integration expense | 0 | 0 | 0 | |
Operating income (loss) | 7,423 | 5,001 | 16,836 | 10,145 |
Capital expenditures | 1,542 | 606 | 2,739 | 885 |
Operating Segments | Retail | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 82,347 | 71,873 | 160,029 | 140,375 |
Cost of revenues (excluding depreciation) | 61,942 | 56,516 | 121,741 | 106,466 |
Operating expense (excluding depreciation) | 11,951 | 10,454 | 22,266 | 20,598 |
Depreciation, depletion, and amortization | 1,458 | 1,494 | 2,906 | 3,032 |
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | 0 |
Acquisition and integration expense | 0 | 0 | 0 | |
Operating income (loss) | 6,996 | 3,409 | 13,116 | 10,279 |
Capital expenditures | 126 | 1,219 | 3,623 | 2,063 |
Corporate, Eliminations and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (80,476) | (55,657) | (156,979) | (103,539) |
Cost of revenues (excluding depreciation) | (80,180) | (54,948) | (157,032) | (102,041) |
Operating expense (excluding depreciation) | (20) | 10 | 0 | 124 |
Depreciation, depletion, and amortization | 852 | 729 | 1,774 | 1,429 |
General and administrative expense (excluding depreciation) | 10,482 | 10,621 | 23,396 | 21,791 |
Acquisition and integration expense | 845 | 253 | 1,516 | |
Operating income (loss) | (11,610) | (12,914) | (25,370) | (26,358) |
Capital expenditures | 1,215 | 894 | 3,091 | 1,616 |
Gross profit | $ (80,900) | $ (67,500) | $ (158,100) | $ (125,900) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Sep. 17, 2013 | |
Related Party Transaction [Line Items] | ||
Travel and out of pocket expenses | $ 50 | |
Investor | ||
Related Party Transaction [Line Items] | ||
Initial term of service agreements | 1 year | |
Renewal term for service agreements | 1 year | |
Termination period between extension date | 60 days | |
EGI | ||
Related Party Transaction [Line Items] | ||
Percentage ownership of Par common stock (or more) | 10.00% | |
Whitebox | ||
Related Party Transaction [Line Items] | ||
Percentage ownership of Par common stock (or more) | 10.00% |