Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 04, 2019 | Jun. 29, 2018 | |
Document and Entity Information: | |||
Entity Registrant Name | PAR PACIFIC HOLDINGS, INC. | ||
Entity Central Index Key | 0000821483 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PARR | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 49,539,919 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 559,047,131 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 75,076 | $ 118,333 |
Restricted cash | 743 | 744 |
Total cash, cash equivalents, and restricted cash | 75,819 | 119,077 |
Trade accounts receivable | 160,338 | 121,831 |
Inventories | 322,065 | 345,357 |
Prepaid and other current assets | 28,370 | 17,279 |
Total current assets | 586,592 | 603,544 |
Property and equipment | ||
Property, plant, and equipment | 649,368 | 529,238 |
Proved oil and gas properties, at cost, successful efforts method of accounting | 400 | 400 |
Total property and equipment | 649,768 | 529,638 |
Less accumulated depreciation and depletion | (111,507) | (79,622) |
Property, plant, and equipment, net | 538,261 | 450,016 |
Long-term assets | ||
Investment in Laramie Energy, LLC | 136,656 | 127,192 |
Intangible assets, net | 23,947 | 26,604 |
Goodwill | 153,397 | 107,187 |
Other long-term assets | 21,881 | 32,864 |
Total assets | 1,460,734 | 1,347,407 |
Current liabilities | ||
Current maturities of long-term debt | 33 | 0 |
Obligations under inventory financing agreements | 373,882 | 363,756 |
Accounts payable | 54,787 | 52,543 |
Advances from customers | 6,681 | 9,522 |
Accrued taxes | 17,256 | 17,687 |
Other accrued liabilities | 54,562 | 27,444 |
Total current liabilities | 507,201 | 470,952 |
Long-term liabilities | ||
Long-term debt, net of current maturities | 392,607 | 384,812 |
Common stock warrants | 5,007 | 6,808 |
Long-term capital lease obligations | 6,123 | 1,220 |
Other liabilities | 37,467 | 35,896 |
Total liabilities | 948,405 | 899,688 |
Commitments and Contingencies (Note 15) | ||
Stockholders’ equity | ||
Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2018 and December 31, 2017, 46,983,924 shares and 45,776,087 shares issued at December 31, 2018 and December 31, 2017, respectively | 470 | 458 |
Additional paid-in capital | 617,937 | 593,295 |
Accumulated deficit | (108,751) | (148,178) |
Accumulated other comprehensive income | 2,673 | 2,144 |
Total stockholders’ equity | 512,329 | 447,719 |
Total liabilities and stockholders’ equity | $ 1,460,734 | $ 1,347,407 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued | 46,983,924 | 45,776,087 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | |||||||||||
Revenues | $ 879,112 | $ 909,781 | $ 856,396 | $ 765,439 | $ 663,062 | $ 610,506 | $ 564,245 | $ 605,253 | $ 3,410,728 | $ 2,443,066 | $ 1,865,045 |
Operating expenses | |||||||||||
Cost of revenues (excluding depreciation) | 3,003,116 | 2,054,627 | 1,636,339 | ||||||||
Operating expense (excluding depreciation) | 215,284 | 202,016 | 169,371 | ||||||||
Depreciation, depletion, and amortization | 52,642 | 45,989 | 31,617 | ||||||||
General and administrative expense (excluding depreciation) | 47,426 | 46,078 | 42,073 | ||||||||
Acquisition and integration costs | 10,319 | 395 | 5,294 | ||||||||
Total operating expenses | 3,328,787 | 2,349,105 | 1,884,694 | ||||||||
Operating income (loss) | 20,408 | 4,894 | 28,983 | 27,656 | 21,605 | 26,716 | 16,451 | 29,189 | 81,941 | 93,961 | (19,649) |
Other income (expense) | |||||||||||
Interest expense and financing costs, net | (39,768) | (31,632) | (28,506) | ||||||||
Debt extinguishment and commitment costs | (4,224) | (8,633) | 0 | ||||||||
Gain on curtailment of pension obligation | 0 | 0 | 3,067 | ||||||||
Other income (expense), net | 1,046 | 911 | (10) | ||||||||
Change in value of common stock warrants | 1,801 | (1,674) | 2,962 | ||||||||
Change in value of contingent consideration | (10,500) | 0 | 10,770 | ||||||||
Equity earnings (losses) from Laramie Energy, LLC | 9,464 | 18,369 | (22,381) | ||||||||
Total other expense, net | (42,181) | (22,659) | (34,098) | ||||||||
Income (loss) before income taxes | 39,760 | 71,302 | (53,747) | ||||||||
Income tax benefit (expense) | (333) | 1,319 | 7,912 | ||||||||
Net income (loss) | $ 13,886 | $ (5,822) | $ 16,178 | $ 15,185 | $ 19,005 | $ 18,824 | $ 7,006 | $ 27,786 | $ 39,427 | $ 72,621 | $ (45,835) |
Income (loss) per share | |||||||||||
Basic (USD per share) | $ 0.30 | $ (0.13) | $ 0.35 | $ 0.33 | $ 0.41 | $ 0.41 | $ 0.15 | $ 0.60 | $ 0.85 | $ 1.58 | $ (1.08) |
Diluted (USD per share) | $ 0.30 | $ (0.13) | $ 0.35 | $ 0.33 | $ 0.41 | $ 0.41 | $ 0.15 | $ 0.58 | $ 0.85 | $ 1.57 | $ (1.08) |
Weighted-average number of shares outstanding | |||||||||||
Basic (in shares) | 45,726 | 45,543 | 42,349 | ||||||||
Diluted (in shares) | 45,755 | 45,583 | 42,349 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||||||||||
Net income (loss) | $ 13,886 | $ (5,822) | $ 16,178 | $ 15,185 | $ 19,005 | $ 18,824 | $ 7,006 | $ 27,786 | $ 39,427 | $ 72,621 | $ (45,835) |
Other comprehensive income (loss): | |||||||||||
Other post-retirement benefits income (loss), net of tax | 529 | (52) | 2,196 | ||||||||
Total other comprehensive income (loss), net of tax | 529 | (52) | 2,196 | ||||||||
Comprehensive income (loss) | $ 39,956 | $ 72,569 | $ (43,639) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||
Net loss | $ 39,427,000 | $ 72,621,000 | $ (45,835,000) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||
Depreciation, depletion, and amortization | 52,642,000 | 45,989,000 | 31,617,000 |
Debt extinguishment and commitment costs | 4,224,000 | 8,633,000 | 0 |
Non-cash interest expense | 7,127,000 | 7,276,000 | 18,121,000 |
Change in value of common stock warrants | (1,801,000) | 1,674,000 | (2,962,000) |
Change in value of contingent consideration | 0 | 0 | (10,770,000) |
Deferred taxes | 661,000 | (1,321,000) | (7,935,000) |
Stock-based compensation | 6,196,000 | 7,204,000 | 6,625,000 |
Unrealized (gain) loss on derivative contracts | 2,122,000 | (989,000) | (15,479,000) |
Equity (earnings) losses from Laramie Energy, LLC | (9,464,000) | (18,369,000) | 22,381,000 |
Net changes in operating assets and liabilities: | |||
Trade accounts receivable | (35,790,000) | (19,100,000) | (17,162,000) |
Collateral posted with broker for derivative transactions | (3,790,000) | 2,499,000 | 18,212,000 |
Prepaid and other assets | (5,521,000) | 37,645,000 | 945,000 |
Inventories | 31,840,000 | (146,533,000) | 49,015,000 |
Deferred turnaround expenditures | 0 | 0 | (32,661,000) |
Obligations under inventory financing agreements | (17,138,000) | 143,034,000 | (5,977,000) |
Accounts payable and other accrued liabilities | 19,885,000 | (33,780,000) | (26,698,000) |
Contingent consideration | 0 | 0 | (4,830,000) |
Net cash provided by (used in) operating activities | 90,620,000 | 106,483,000 | (23,393,000) |
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | (128,198,000) | 0 | (209,183,000) |
Capital expenditures | (48,439,000) | (31,708,000) | (24,833,000) |
Proceeds from sale of assets | 816,000 | 35,000 | 2,773,000 |
Investment in Laramie Energy, LLC | 0 | 0 | (55,000,000) |
Net cash used in investing activities | (175,821,000) | (31,673,000) | (286,243,000) |
Cash flows from financing activities: | |||
Proceeds from sale of common stock, net of offering costs | 19,318,000 | 0 | 49,044,000 |
Proceeds from borrowings | 118,741,000 | 616,706,000 | 354,682,000 |
Repayments of borrowings | (118,751,000) | (603,770,000) | (202,165,000) |
Net borrowings (repayments) on deferred payment arrangement | 27,264,000 | (2,198,000) | 8,027,000 |
Payment of deferred loan costs | (379,000) | (10,064,000) | (6,892,000) |
Contingent consideration settlements | 0 | 0 | (11,980,000) |
Payments for early termination of financing agreements | 0 | (4,432,000) | 0 |
Payments for commitment costs | (3,390,000) | 0 | 0 |
Other financing activities, net | (860,000) | (993,000) | (598,000) |
Net cash provided by (used in) financing activities | 41,943,000 | (4,751,000) | 190,118,000 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (43,258,000) | 70,059,000 | (119,518,000) |
Cash, cash equivalents, and restricted cash at beginning of period | 119,077,000 | 49,018,000 | 168,536,000 |
Cash, cash equivalents, and restricted cash at end of period | 75,819,000 | 119,077,000 | 49,018,000 |
Net cash paid for: | |||
Interest | (28,186,000) | (23,873,000) | (13,217,000) |
Taxes | 49,000 | (1,478,000) | 589,000 |
Non-cash investing and financing activities: | |||
Accrued capital expenditures | 6,199,000 | 2,926,000 | 4,907,000 |
Value of warrants and debt reclassified to equity | 0 | 0 | 3,084,000 |
Capital lease additions | $ 1,678,000 | $ 165,000 | $ 1,575,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance (in shares) at Dec. 31, 2015 | 41,010 | ||||
Balance at Dec. 31, 2015 | $ 340,611 | $ 410 | $ 515,165 | $ (174,964) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in connection with acquisition (in shares) | 4,075 | ||||
Issuance of common stock in connection with acquisition | 49,044 | $ 41 | 49,003 | ||
Share-based compensation (in shares) | 218 | ||||
Stock-based compensation | 6,625 | $ 3 | 6,622 | ||
Equity component of 5.00% Convertible Senior Notes due 2021, net of tax of $8.6 million | 13,526 | 13,526 | |||
Conversion of Bridge Notes (in shares) | 273 | ||||
Conversion of Bridge Notes | 3,340 | $ 2 | 3,338 | ||
Purchase of common stock for retirement (in shares) | (42) | ||||
Purchase of common stock for retirement | (598) | $ (1) | (597) | ||
Total other comprehensive income (loss), net of tax | 2,196 | 2,196 | |||
Net income (loss) | (45,835) | (45,835) | |||
Balance (in shares) at Dec. 31, 2016 | 45,534 | ||||
Balance at Dec. 31, 2016 | 368,909 | $ 455 | 587,057 | (220,799) | 2,196 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation (in shares) | 303 | ||||
Stock-based compensation | 7,204 | $ 4 | 7,200 | ||
Purchase of common stock for retirement (in shares) | (61) | ||||
Purchase of common stock for retirement | (963) | $ (1) | (962) | ||
Total other comprehensive income (loss), net of tax | (52) | (52) | |||
Net income (loss) | 72,621 | 72,621 | |||
Balance (in shares) at Dec. 31, 2017 | 45,776 | ||||
Balance at Dec. 31, 2017 | 447,719 | $ 458 | 593,295 | (148,178) | 2,144 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in connection with acquisition (in shares) | 1,108 | ||||
Issuance of common stock in connection with acquisition | 19,318 | $ 11 | 19,307 | ||
Share-based compensation (in shares) | 147 | ||||
Stock-based compensation | 6,196 | $ 1 | 6,195 | ||
Purchase of common stock for retirement (in shares) | (47) | ||||
Purchase of common stock for retirement | (860) | $ 0 | (860) | ||
Total other comprehensive income (loss), net of tax | 529 | 529 | |||
Net income (loss) | 39,427 | 39,427 | |||
Balance (in shares) at Dec. 31, 2018 | 46,984 | ||||
Balance at Dec. 31, 2018 | $ 512,329 | $ 470 | $ 617,937 | $ (108,751) | $ 2,673 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Payments of stock issuance costs | $ 1 |
5% Convertible Senior Notes due 2021 | Convertible Debt | |
Debt instrument, interest rate | 5.00% |
Equity component of 5% convertible senior note, net of tax | $ 8.6 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Overview | Note 1—Overview Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) owns and operates market-leading energy and infrastructure businesses. Our strategy is to acquire and develop businesses in logistically-complex markets. Currently, we operate in three primary business segments: 1) Refining - We own and operate three refineries with total throughput capacity of over 200 Mbpd. Our refinery in Kapolei, Hawaii, produces ultra-low sulfur diesel (“ULSD”), 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, ULSD, jet fuel, and other associated refined products that are primarily marketed in Wyoming and South Dakota. Our refinery in Tacoma, Washington, acquired in January 2019, produces distillate, gasoline, asphalt, and other associated refined products primarily marketed in the Pacific Northwest. 2) Retail - We operate 124 retail outlets in Hawaii, Washington, and Idaho. Our retail outlets in Hawaii sell gasoline, diesel, and retail merchandise throughout the islands of Oahu, Maui, Hawaii, and Kauai. Our Hawaii retail network includes Hele and “ 76 ” branded retail sites, company-operated convenience stores, 7-Eleven operated convenience stores, other sites operated by third parties, and unattended cardlock stations. During 2018 , we completed the rebranding of 24 of our 34 company-operated convenience stores in Hawaii to “nomnom,” a new proprietary brand. Our retail outlets in Washington and Idaho sell gasoline, diesel, and retail merchandise and operate under the “ Cenex® ” and “ Zip Trip® ” brand names. 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rockies. 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. We own and operate a crude oil pipeline gathering system, a refined products pipeline, storage facilities, and loading racks in Wyoming and a jet fuel storage facility and pipeline that serve Ellsworth Air Force Base in South Dakota. Beginning in January 2019, we own and operate logistics assets in Washington, including a marine terminal, a unit train-capable rail loading terminal, storage facilities, a truck rack, and a proprietary pipeline that serves McChord Air Force Base. We also own a 46.0% equity investment in Laramie Energy, LLC (“ Laramie Energy ”), a joint venture entity operated by Laramie Energy II, LLC (“ Laramie ”) and focused on producing natural gas in Garfield, Mesa, and Rio Blanco Counties, Colorado. Our Corporate and Other reportable segment primarily includes general and administrative costs. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Par Pacific Holdings, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to bankruptcy matters. Allowance for Doubtful Accounts We establish provisions for losses on trade receivables if it becomes probable that we will not collect all or part of the outstanding balances. We review collectibility and establish or adjust our allowance as necessary using the specific identification method. As of December 31, 2018 and 2017 , we did not have a significant allowance for doubtful accounts. Inventories Commodity inventories are stated at the lower of cost or net realizable value using the first-in, first-out accounting method (“FIFO”). We value merchandise along with spare parts, materials, and supplies at average cost. Our refining segment acquires all of its crude oil utilized at the Hawaii refinery from J. Aron & Company (“J.Aron”) under the Supply and Offtake Agreements as described in Note 11—Inventory Financing Agreements . The crude oil remains in the legal title of J. Aron and is stored in our storage tanks governed by a storage agreement. Legal title to the crude oil passes to us at the tank outlet. After processing, J. Aron takes title to the refined products stored in our storage tanks until they are sold to our retail locations or to third parties. We record the inventory owned by J. Aron on our behalf as inventory with a corresponding obligation on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and are obligated to repurchase the inventory. We enter into refined product and crude oil exchange agreements with other oil companies. Exchange receivables or payables are stated at cost and are presented within Trade accounts receivable and Accounts payable on our consolidated balance sheets. Renewable Identification Numbers Beginning in 2018, Inventories also include Renewable Identification Numbers (“RINs”) . Our RINs assets, which include RINS purchased in the open market and RINs generated by blending biofuels as part of our refining process, are presented as Inventories on our consolidated balance sheets and stated at the lower of cost or net realizable value ("NRV") as of the end of the reporting period. Our RINs obligations to comply with RFS are presented as Other accrued liabilities on our consolidated balance sheets and measured at fair value as of the end of the reporting period. The net cost of RINs is recognized within Cost of revenues (excluding depreciation) in our consolidated statements of operations. Investment in Laramie Energy, LLC We account for our Investment in Laramie Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies. Our proportionate share of net income (loss) of this entity is included in Equity earnings (losses) from Laramie Energy, LLC in the consolidated statements of operations. The investment is reviewed for impairment when events or changes in circumstances indicate that there has been an other than temporary decline in the value of the investment. Please read Note 3—Investment in Laramie Energy, LLC . Property, Plant, and Equipment We capitalize the cost of additions, major improvements, and modifications to property, plant, and equipment. The cost of repairs and normal maintenance of property, plant, and equipment is expensed as incurred. Major improvements and modifications of property, plant, and equipment are those expenditures that either extend the useful life, increase the capacity, or improve the operating efficiency of the asset or the safety of our operations. We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 8 to 47 Logistics 3 to 30 Retail 3 to 30 Corporate 3 to 7 Software 3 We record property under capital leases at the lower of the present value of minimum lease payments using our incremental borrowing rate or the fair value of the leased property at the date of lease inception. We depreciate leasehold improvements and property acquired under capital leases over the shorter of the lease term or the economic life of the asset. We review property, plant, and equipment and other long-lived assets whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value. If this occurs, an impairment loss is recognized for the difference between the fair value and carrying value. Factors that indicate potential impairment include a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset, and a significant change in the asset’s physical condition or use. Asset Retirement Obligations We record asset retirement obligations (“AROs”) in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the liability. Our AROs arise from our refining, logistics, and retail operations, as well as plugging and abandonment of wells within our natural gas and crude oil operations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. When the liability is initially recorded, we capitalize the cost by increasing the book value of the related long-lived tangible asset. The liability is accreted to its estimated settlement value with accretion expense recognized in Depreciation, depletion, and amortization (“DD&A”) on our consolidated statements of operations and the related capitalized cost is depreciated over the asset’s useful life. The difference between the settlement amount and the recorded liability is recorded as a gain or loss on asset disposals in our consolidated statements of operations. We estimate settlement dates by considering our past practice, industry practice, contractual terms, management’s intent, and estimated economic lives. We cannot currently estimate the fair value for certain AROs primarily because we cannot estimate settlement dates (or range of dates) associated with these assets. These AROs include hazardous materials disposal (such as petroleum manufacturing by-products, chemical catalysts, and sealed insulation material containing asbestos) and removal or dismantlement requirements associated with the closure of our refining facilities, terminal facilities, or pipelines, including the demolition or removal of certain major processing units, buildings, tanks, pipelines, or other equipment. Deferred Turnaround Costs Refinery turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries, are deferred and amortized on a straight-line basis over the period of time estimated until the next planned turnaround (generally three to five years ). During 2016 , we recognized deferred turnaround costs of approximately $32.7 million . No deferred turnaround costs were recorded during 2018 and 2017 . Deferred turnaround costs are presented within Other long-term assets on our consolidated balance sheets. Goodwill and Other Intangible Assets Goodwill represents the amount the purchase price exceeds the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1. We assess the recoverability of the carrying value of goodwill during the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required. Under the quantitative test, we compare the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss is recorded. Our intangible assets include relationships with customers, trade names, and trademarks. These intangible assets are amortized over their estimated useful lives on a straight-line basis. We evaluate the carrying value of our intangible assets when impairment indicators are present. When we believe impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of the intangible assets are prepared. If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values. Environmental Matters We capitalize environmental expenditures that extend the life or increase the capacity of facilities as well as expenditures that prevent environmental contamination. We expense costs that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation. We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated. Cost estimates are based on the expected timing and extent of remedial actions required by governing agencies, experience gained from similar sites for which environmental assessments or remediation have been completed, and the amount of our anticipated liability considering the proportional liability and financial abilities of other responsible parties. Usually, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Estimated liabilities are not discounted to present value and are presented within Other liabilities on our consolidated balance sheets. Environmental expenses are recorded in Operating expense (excluding depreciation) on our consolidated statements of operations. Derivatives and Other Financial instruments We are exposed to commodity price risk related to crude oil and refined products. We manage this exposure through the use of various derivative commodity instruments. These instruments include exchange traded futures and over-the-counter ("OTC") swaps, forwards, and options. For our forward contracts that are derivatives, we have elected the normal purchase normal sale exclusion, as it is our policy to fulfill or accept the physical delivery of the product and we will not net settle. Therefore, we did not recognize the unrealized gains or losses related to these contracts in our consolidated financial statements. We apply the accrual method of accounting to our forwards contracts. All derivative instruments not designated as normal purchases or sales are recorded in the balance sheet as either assets or liabilities measured at their fair values. Changes in the fair value of these derivative instruments are recognized currently in earnings. We have not designated any derivative instruments as cash flow or fair value hedges and, therefore, do not apply hedge accounting treatment. In addition, we may have other financial instruments, such as warrants or embedded debt features, that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in our control, or (c) the instruments contain other provisions that cause us to conclude that they are not indexed to our equity. Our embedded derivatives include: our obligation to repurchase crude oil and refined products from J.Aron at the termination of the Supply and Offtake Agreements and the redemption option and the related make-whole premium on our 5.00% Convertible Senior Notes . These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. Please read Note 13—Derivatives and Note 14—Fair Value Measurements for information regarding our derivatives and other financial instruments. Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOLs”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We recognize the impact of an uncertain tax position only if it is more likely than not of being sustained upon examination by the relevant taxing authority based on the technical merits of the position. As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2015 , 2016 , and 2017 . However, since we have net operating loss carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried. Therefore, in a year in which a net operating loss deduction is claimed, the IRS may examine the year in which the net operating loss was generated and adjust it accordingly for purposes of assessing additional tax in the year the net operating loss deductions was claimed. Any penalties or interest as a result of an examination will be recorded in the period assessed. Stock-Based Compensation We recognize the cost of share-based payments on a straight-line basis over the period the employee provides service, generally the vesting period, and include such costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) in the consolidated statements of operations. The grant date fair value of restricted stock awards are equal to the market price of our common stock on the date of grant. The fair value of stock options are estimated using the Black-Scholes option-pricing model as of the date of grant. Revenue Recognition On January 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09” or “ASC 606”), as amended by other ASUs, using the modified retrospective method applied to all contracts that were not completed as of January 1, 2018. As such, the comparative financial information for prior periods has not been adjusted and continues to be reported under Financial Accounting Standards Board (“FASB”) ASC Topic 605, Revenue Recognition (“ASC 605”). We did not identify any significant differences in our existing revenue recognition policies that require modification under the new standard; therefore, we did not recognize a cumulative adjustment on opening equity as of January 1, 2018. Refining and Retail Our refining and retail segment revenues are primarily associated with the sale of refined products. We recognize revenues upon physical delivery of refined products to a customer, which is the point in time at which control of the refined products is transferred to the customer. The refining segment’s contracts with its customers state the terms of the sale, including the description, quantity, delivery terms, and price of each product sold. Payments from customers are generally due in full within 2 to 30 days of product delivery or invoice date. We account for certain transactions on a net basis under FASB ASC Topic 845, “Nonmonetary Transactions.” These transactions include nonmonetary crude oil and refined product exchange transactions, certain crude oil buy/sell arrangements, and sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another. Upon adoption of ASC 606, we made an accounting policy election to apply the sales tax practical expedient, whereby all taxes assessed by a governmental authority that are both imposed on and concurrent with a revenue-producing transaction and collected from our customers will be recognized on a net basis within Cost of revenues (excluding depreciation). This change in our accounting policy did not have a material impact on our consolidated financial information for the year ended December 31, 2018 . Logistics We recognize transportation and storage fees as services are provided to a customer. Substantially all of our logistics revenues represent intercompany transactions that are eliminated in consolidation. 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 RINs obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains (losses) on derivatives, inventory valuation adjustments, and certain direct operating expenses related to our logistics segment. 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): Year Ended December 31, 2018 2017 2016 Cost of revenues $ 6,722 $ 6,029 $ 4,604 Operating expense 28,037 22,861 16,340 General and administrative expense 4,233 2,929 2,108 Benefit Plans We recognize an asset for the overfunded status or a liability for the underfunded status of our defined benefit pension plan. The funded status is recorded within Other long-term liabilities. Certain changes in the plan’s funded status are recognized in Other comprehensive income (loss) in the period the change occurs. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are categorized with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority given to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 – Assets or liabilities for which the item is valued based on quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Assets or liabilities valued based on observable market data for similar instruments. Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed and considers risk premiums that a market participant would require. The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our policy is to recognize transfers in and/or out of fair value hierarchy levels as of the end of the reporting period for which the event or change in circumstances caused the transfer. We have consistently applied these valuation techniques for the periods presented. The fair value of the J. Aron repurchase obligation derivative is measured using estimates of the prices and differentials assuming settlement at the end of the reporting period. Income (Loss) Per Share Basic income (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under the warrants. The common stock warrants are included in the calculation of basic EPS because they are issuable for minimal consideration. Basic and diluted EPS are computed taking into account the effect of participating securities. Participating securities include restricted stock that has been issued but has not yet vested. Please read Note 18—Income (Loss) Per Share for further information. Foreign Currency Transactions We may, on occasion, enter into transactions denominated in currencies other than the U.S. dollar, which is our functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income (expense), net , in the accompanying consolidated statement of operations in the period in which the currency exchange rates change. Accounting Principles Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “ASC 842”). ASU 2016-02 requires lessees to recognize all leases, including operating leases, on the balance sheet as a right-of-use asset or lease liability. In July 2018, the FASB issued ASU No. 2018-11 (“ASU 2018-11”), which allows for an option to apply the transition provisions of ASC 842 at the adoption date versus at the earliest comparative period presented in the financial statements and an optional practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. These ASUs and other amendments and technical corrections to ASC 842 are effective for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. We have adopted ASC 842 on January 1, 2019 under the modified retrospective approach and used the effective date as our initial application date. We have elected to apply the practical expedients package that allows us to not reassess our conclusions regarding lease identification, classification and initial direct costs for contracts that commenced prior to the effective date. We will also apply the short-term lease exception and the practical expedient that allows us not to bifurcate lease and non-lease components. We have substantially completed our evaluation of the amended lease guidance in ASC 842 for our existing leases as of December 31, 2018. Our existing lease contracts include leases related to retail facilities, railcars, barges, and other facilities used in the storage, transportation, and sale of crude oil and refined products. We are still evaluating lease contracts assumed in connection with our acquisition of U.S. Oil & Refining Co. Please read Note 22—Subsequent Events . As a result of the adoption of ASC 842, we expect to record lease assets and lease liabilities related to operating and finance leases in the approximate range of $365 million to $385 million on our consolidated balance sheet, including our preliminary estimate for U.S. Oil & Refining Co. leases. The new standard will also require additional disclosures for financing and operating leases beginning in the first quarter of 2019. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which eliminates Step 2 from the current goodwill impairment test. Under ASU 2017-04, an entity is no longer required to determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The guidance in this ASU is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted. This ASU should be applied prospectively from the date of adoption. This ASU will change the policy under which we perform our annual goodwill impairment assessment by eliminating Step 2 of the test. In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). This ASU permits entities to elect to reclassify to retained earnings the stranded effects in Accumulated Other Comprehensive Income related to the changes in the statutory tax rate that were charged to income from continuing operations under the requirements of ASC 740. The guidance in ASU 2018-02 is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. We do not expect the adoption of ASU 2018-02 to have a material impact on our financial condition, results of operations, and cash flows. In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ( “ ASU 2018-13”). This ASU amends, adds, and removes certain disclosure requirements under FASB ASC Topic 820 “Fair Value Measurement.” The guidance in ASU 2018-13 is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of ASU 2018-13 on our disclosures. In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans ( “ ASU 2018-14”). This ASU amends, adds, and removes certain disclosure requirements under FASB ASC Topic 715 “Compensation — Retirement Benefits.” The guidance in ASU 2018-14 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact of ASU 2018-14 on our disclosures. In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract ( “ ASU 2018-15”). This ASU requires entities to account for implementation costs incurred in a cloud computing agreement that is a service contract under the guidance in FASB ASC Topic 350, “Goodwill and Intangible Assets,” which results in a capitalized and amortizable intangible asset. The guidance in ASU 2018-15 is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted. We currently do not expect the adoption of ASU 2018-15 to have a material impact on our financial condition, results of operations, and cash flows. Accounting Principles Adopted On January 1, 2018, we adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , as amended by other ASUs issued since May 2014 (“ASU 2014-09” or “ASC 606”), using the modified retrospective method as permitted. Under this method, the cumulative effect of initially applying ASU 2014-09 is recognized as an adjustment to the opening balance of retained earnings (or accumulated deficit) and revenues reported in the periods prior to the date of adoption are not changed. Because the adoption of ASU 2014-09 did not have a material impact on the amount or timing of revenues recognized for the sale of refined products, we did not make such an adjustment to retained earnings. Please read Note 5—Revenue Recognition for further information. On January 1, 2018, we adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) and ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). The primary purpose of ASU 2016-15 was to reduce the diversity in practice relating to eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. ASU 2016-18 required that an entity include restricted cash and restricted cash equivalents within its statement of cash flows and in the reconciliation to the statement of operations. As the new guidance must be applied using a retrospective transition method, we have also retrospectively revised the comparative period statement of cash flows to reflect the adoption of these ASUs. The adoption of these ASUs did not have a material impact on our financial condition, results of operations, or cash flows. On January 1, 2018, we adopted ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). This ASU updated the definition of a business combination and provided a framework for determining whether a transaction involves an asset or a business. The adoption of this ASU changed the policy under which we perform our assessments and accounting for future acquisition or disposal transactions, including the Northwest Retail Acquisition and Hawaii Refinery Expansion . Please read Note 4—Acquisitions for further information. On January 1, 2018, we adopted 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 required 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 required entities to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines. As a result of the adoption of ASU 2017-07, we also retrospectively adjusted our 2017 and 2016 results of operations and disclosures, using the amounts disclosed in the benefit plan note for the estimation basis as a practical expedient. Operating income (loss) for the year ended December 31, 2016 was adjusted to reflect the reclassification of the curtailment gain of $3.1 million from Operating expense (excluding depreciation) to a newly-defined line i |
Investment in Laramie Energy
Investment in Laramie Energy | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Laramie Energy | Note 3—Investment in Laramie Energy, LLC We have a 46.0% ownership interest in Laramie Energy, a joint venture entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco Counties, Colorado. Laramie Energy has a $400 million revolving credit facility secured by a lien on its natural gas and crude oil properties and related assets with a borrowing base currently set at $240 million . As of December 31, 2018 and 2017 , the balance outstanding on the revolving credit facility was approximately $210.8 million and $171.5 million , respectively. We are guarantors of Laramie Energy ’s credit facility, with recourse limited to the pledge of our equity interest in our wholly owned subsidiary, Par Piceance Energy Equity, LLC. Under the terms of its credit facility, Laramie Energy is generally prohibited from making future cash distributions to its owners, including us. On March 1, 2016 , Laramie Energy acquired and assumed operatorship of certain properties in the Piceance Basin for $152.1 million , subject to customary purchase price adjustments (“Laramie Purchase”). In connection with the Laramie Purchase, we acquired additional membership interests of Laramie Energy for an aggregate cash purchase price of $55.0 million . As a result of this transaction, our ownership interest in Laramie Energy increased from 32.4% to 42.3% . On February 28, 2018 , Laramie Energy closed on a purchase and contribution agreement with an unaffiliated third party that contributed all of its oil and gas properties located in the Piceance Basin and a $20.0 million cash payment, collectively with a fair market value of $28.1 million , into Laramie Energy in exchange for 70,227 of Laramie Energy ’s newly issued Class A Units. The unaffiliated third party also contributed a $3.5 million cash payment for asset reclamation liabilities related to the properties conveyed. As a result of this transaction, our ownership interest in Laramie Energy decreased from 42.3% to 39.1% . On October 18, 2018 , Laramie Energy repurchased 138,795 of its Class A Units from certain unitholders for an aggregate purchase price of $14.8 million . As a result of this transaction, our ownership interest in Laramie Energy increased from 39.1% to 46.0% . The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Beginning balance $ 127,192 $ 108,823 $ 76,203 Equity earnings (losses) from Laramie Energy 4,487 13,043 (28,198 ) Accretion of basis difference 4,977 5,326 5,818 Investments — — 55,000 Ending balance $ 136,656 $ 127,192 $ 108,823 Summarized financial information for Laramie Energy is as follows (in thousands): December 31, 2018 2017 Current assets $ 28,569 $ 18,757 Non-current assets 788,515 720,444 Current liabilities 41,681 42,149 Non-current liabilities 293,084 237,497 Year Ended December 31, 2018 2017 2016 Natural gas and oil revenues $ 226,974 $ 157,879 $ 104,826 Income (loss) from operations 34,206 6,019 (27,325 ) Net income (loss) 6,347 30,837 (61,849 ) Laramie Energy’s net income for the year ended December 31, 2018 includes $66.6 million and $4.1 million of DD&A expense and unrealized losses on derivative instruments, respectively. Laramie Energy’s net income for the year ended December 31, 2017 includes $50.3 million and $46.2 million of DD&A expense and unrealized gains on derivative instruments, respectively. Laramie Energy’s net loss for the year ended December 31, 2016 includes $42.7 million and $34.5 million of DD&A expense and unrealized losses on derivative instruments, respectively. At December 31, 2018 and 2017 , our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $85.2 million and $67.2 million , respectively. This difference arose primarily due to lack of control and marketability discounts and an other-than-temporary impairment of our equity investment in Laramie Energy. We attributed this difference to natural gas and crude oil properties and are amortizing the difference over 15 years based on the estimated timing of production of proved reserves. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Note 4—Acquisitions Hawaii Refinery Expansion On August 29, 2018 , following the announcement by IES Downstream, LLC ’s (“ IES ”) that it was ceasing refining operations in Hawaii, we entered into a Topping Unit Purchase Agreement with IES to purchase certain of IES ’s refining units and related assets in addition to certain hydrocarbon and non-hydrocarbon inventory (collectively, the “ Hawaii Refinery Expansion ”). On December 19, 2018 , we completed the asset purchase for total consideration of approximately $66.9 million , net of a $4.3 million receivable related to net working capital adjustments. The purchase price consisted of $47.6 million in cash and approximately 1.1 million shares of our common stock valued with a fair value of $19.3 million . We accounted for the Hawaii Refinery Expansion as an asset acquisition whereby the purchase price was allocated entirely to the assets acquired. Of the total purchase price of $66.9 million , $45.2 million was allocated to property, plant, and equipment, $4.3 million to non-hydrocarbon inventory, and $17.4 million to hydrocarbon inventory. With the completion of the Hawaii Refinery Expansion , the Hawaii refinery now has two facility locations that are approximately two miles from one another: Par East, our legacy refinery assets, and Par West, the recently-acquired assets. We incurred $5.7 million of acquisition costs related to the Hawaii Refinery Expansion for the year ended December 31, 2018 . These costs are included in Acquisition and integration costs on our condensed consolidated statement of operations. Northwest Retail Acquisition On January 9, 2018 , we entered into an Asset Purchase Agreement with CHS, Inc. to acquire twenty-one ( 21 ) owned retail gasoline, convenience store facilities and twelve ( 12 ) leased retail gasoline, convenience store facilities, all at various locations in Washington and Idaho (collectively, “ Northwest Retail ”). On March 23, 2018 , we completed the acquisition for cash consideration of approximately $74.5 million (the “ Northwest Retail Acquisition ”). As part of the Northwest Retail Acquisition , Par and CHS, Inc. entered into a multi-year branded petroleum marketing agreement for the continued supply of Cenex® -branded refined products to the acquired Cenex® Zip Trip convenience stores. In addition, the parties also entered into a multi-year supply agreement pursuant to which Par supplies refined products to CHS, Inc. within the Rocky Mountain and Pacific Northwest markets. We accounted for the acquisition of Northwest Retail as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with Northwest Retail and utilization of our net operating loss carryforwards, as well as intangible assets that do not qualify for separate recognition. Goodwill recognized as a result of the Northwest Retail Acquisition is expected to be deductible for income tax reporting purposes. A summary of the fair value of the assets acquired and liabilities assumed is as follows (in thousands): Cash $ 200 Inventories 4,138 Prepaid and other current assets 243 Property, plant, and equipment 30,230 Goodwill (1) 46,210 Accounts payable and other current liabilities (759 ) Long-term capital lease obligations (5,244 ) Other non-current liabilities (487 ) Total $ 74,531 ________________________________________________________ (1) The total goodwill balance of $46.2 million was allocated to our retail segment. As of December 31, 2018, we finalized the Northwest Retail Acquisition purchase price allocation. We incurred $0.6 million of acquisition costs related to the Northwest Retail Acquisition for the year ended December 31, 2018 . These costs are included in Acquisition and integration costs on our condensed consolidated statement of operations. 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 ” or “ WRC ”) (the “ WRC Acquisition ”). Wyoming Refining owns and operates a refinery and related logistics assets in Newcastle, Wyoming . On July 14, 2016 , we completed the WRC Acquisition for cash consideration of $209.4 million , including a deposit of $5.0 million paid in June 2016, and assumed debt consisting of term loans of $58.0 million and revolving loans of $10.1 million . The consideration was paid with funds received from the issuance of our 2.50% convertible subordinated bridge notes (the “Bridge Notes”), cash on hand, which included the net proceeds from our June 2016 issuance and sale of an aggregate of $115 million principal amount of 5.00% convertible senior notes due 2021 (the “ 5.00% Convertible Senior Notes ”), and the issuance of a $65 million secured term loan by Par Wyoming Holdings, LLC (the “ Par Wyoming Holdings Credit Agreement ”). Please read Note 12—Debt for further information on the 5.00% Convertible Senior Notes , the Bridge Notes, and the Par Wyoming Holdings Credit Agreement . We accounted for the WRC Acquisition as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of the acquisition. Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with Wyoming Refining and utilization of our net operating loss carryforwards, as well as other intangible assets that do not qualify for separate recognition. Goodwill recognized as a result of the WRC Acquisition is expected to be deductible for income tax reporting purposes. 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 value 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. We incurred $0.7 million of acquisition costs related to the WRC Acquisition for the year ended December 31, 2016. These costs are included in acquisition and integration costs on our consolidated statement of operations. The results of operations of Wyoming Refining were included in our results beginning July 14, 2016 . For the year ended December 31, 2016, our results of operations included revenues of $174.6 million and net income of $0.7 million related to Wyoming Refining. The following unaudited pro forma financial information presents our consolidated revenues and net income (loss) as if the WRC Acquisition had been completed on January 1, 2015 (in thousands): Year Ended December 31, 2016 Revenues $ 2,026,237 Net (loss) (51,239 ) (Loss) per share Basic $ (1.21 ) Diluted $ (1.21 ) |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 5—Revenue Recognition As of December 31, 2018 and December 31, 2017 , receivables from contracts with customers were $148.4 million and $112.3 million , respectively. Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer. Deferred revenue was $6.7 million and $9.5 million as of December 31, 2018 and December 31, 2017 , respectively. We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation. The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenue with reportable segments (in thousands): Year Ended December 31, 2018 Refining Logistics Retail Product or service: Gasoline $ 981,090 $ — $ 317,434 Distillates (1) 1,770,381 — 39,835 Other refined products (2) 458,596 — — Merchandise — — 83,771 Transportation and terminalling services — 125,743 — Total segment revenues (3) $ 3,210,067 $ 125,743 $ 441,040 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, gas oil, and naphtha. (3) Refer to Note 20—Segment Information for the reconciliation of segment revenues to total consolidated revenues. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 6—Inventories Inventories at December 31, 2018 and 2017 consist of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total December 31, 2018 Crude oil and feedstocks $ 7,000 $ 117,877 $ 124,877 Refined products and blendstock 62,401 100,175 162,576 Warehouse stock and other (2) 34,612 — 34,612 Total $ 104,013 $ 218,052 $ 322,065 December 31, 2017 Crude oil and feedstocks $ 93,970 $ 56,014 $ 149,984 Refined products and blendstock 63,505 108,917 172,422 Warehouse stock and other 22,951 — 22,951 Total $ 180,426 $ 164,931 $ 345,357 _________________________________________________________ (1) Please read Note 11—Inventory Financing Agreements for further information. (2) Includes $5.0 million of RINs and environmental credits. There was a $3.8 million reserve for the lower of cost or net realizable value of inventory as of December 31, 2018 . There was no reserve for the lower of cost or net realizable value of inventory as of December 31, 2017 . |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | Note 7—Prepaid and Other Current Assets Prepaid and other current assets at December 31, 2018 and 2017 consist of the following (in thousands): December 31, 2018 2017 Collateral posted with broker for derivative instruments (1) $ 2,759 $ 215 Prepaid insurance 7,727 7,547 Derivative assets 5,164 4,296 Other 12,720 5,221 Total $ 28,370 $ 17,279 _________________________________________________________ (1) Our cash margin that is required as collateral deposits on our commodity derivatives cannot be offset against the fair value of open contracts except in the event of default. Please read Note 13—Derivatives for further information. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 8—Property, Plant, and Equipment Major classes of property, plant, and equipment consist of the following (in thousands): December 31, 2018 2017 Land $ 117,559 $ 79,330 Buildings and equipment 512,870 433,977 Other 18,939 15,931 Total property, plant, and equipment 649,368 529,238 Proved oil and gas properties 400 400 Less accumulated depreciation and depletion (111,507 ) (79,622 ) Property, plant, and equipment, net $ 538,261 $ 450,016 Depreciation expense was approximately $39.0 million , $31.8 million , and $23.1 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 9—Asset Retirement Obligations The table below summarizes the changes in our recorded asset retirement obligations (in thousands): Year Ended December 31, 2018 2017 2016 Beginning balance $ 9,103 $ 9,042 $ 8,909 Obligations acquired 487 — — Accretion expense 395 369 362 Liabilities settled during period — (308 ) (229 ) Ending balance $ 9,985 $ 9,103 $ 9,042 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 10—Goodwill and Intangible Assets During the years ended December 31, 2018 and 2017 , the change in the carrying amount of goodwill was as follows (in thousands): Balance at January 1, 2017 $ 105,732 Wyoming Refining acquisition purchase price allocation adjustment (1) 1,455 Balance at December 31, 2017 107,187 Acquisition of Northwest Retail (1) 46,210 Balance at December 31, 2018 $ 153,397 ________________________________________________________ (1) Please read Note 4—Acquisitions for further discussion. Intangible assets consist of the following (in thousands): December 31, 2018 2017 Intangible assets: Railcar leases $ 3,249 $ 3,249 Trade names and trademarks 6,267 6,267 Customer relationships 32,064 32,064 Total intangible assets 41,580 41,580 Accumulated amortization: Railcar leases (3,249 ) (3,249 ) Trade name and trademarks (5,037 ) (4,951 ) Customer relationships (9,347 ) (6,776 ) Total accumulated amortization (17,633 ) (14,976 ) Net: Railcar leases — — Trade name and trademarks 1,230 1,316 Customer relationships 22,717 25,288 Total intangible assets, net $ 23,947 $ 26,604 Amortization expense was approximately $2.7 million , $3.3 million , and $4.5 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. Our intangible assets related to customer relationships and trade names have an average useful life of 13.5 years . Expected amortization expense for each of the next five years and thereafter is as follows (in thousands): Year Ended Amount 2019 $ 2,658 2020 2,658 2021 2,658 2022 2,658 2023 2,658 Thereafter 10,657 $ 23,947 |
Inventory Financing Agreements
Inventory Financing Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Other Commitments [Abstract] | |
Inventory Financing Agreements | Note 11—Inventory Financing Agreements Supply and Offtake Agreements On June 1, 2015, we entered into several agreements with J. Aron to support the operations of our 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, J. Aron may enter into agreements with third parties whereby J. Aron will remit payments to these third parties for refinery procurement contracts for which we will become immediately obligated to reimburse J. Aron. As of December 31, 2018 , we had no obligations due to J. Aron under this letter of credit agreement. On December 21, 2017, in connection with the issuance of the 7.75% Senior Secured Notes , we amended and restated the Supply and Offtake Agreements to update the terms of the collateral. On June 27, 2018 , we and J. Aron amended the Supply and Offtake Agreements to increase the amount that we may defer under the deferred payment arrangement. Prior to June 27, 2018 , we had the right to defer payments owed to J. Aron up to the lesser of $125 million or 85% of eligible accounts receivable and inventory. Effective June 27, 2018 , we have the right to defer payments owed to J. Aron up to the lesser of $165 million or 85% of eligible accounts receivable and inventory. On December 5, 2018 , we amended the Supply and Offtake Agreements to account for additional processing capacity expected to be provided through the Hawaii Refinery Expansion . The December 5, 2018 amendment to the Supply and Offtake Agreements also (i) requires us to increase our margin requirements by an aggregate $2.5 million by making certain additional margin payments on December 19, 2018 , March 1, 2019 , and June 3, 2019 , and (ii) only allows dividends, payments, or other distributions with respect to any equity interests in Par Hawaii Refining, LLC ("PHR") in limited and restricted circumstances. 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 150 Mbpd of crude oil to our Hawaii refinery. Additionally, we agreed to sell and J. Aron agreed to buy, at market prices, refined products produced at our Hawaii refinery. We will then repurchase the refined products from J. Aron prior to selling the refined products to our retail operations or to third parties. The agreements also provide for the lease of crude oil and certain refined product storage facilities to J. Aron. Following expiration or termination of the Supply and Offtake Agreements, we are obligated to purchase the crude oil and refined product inventories then owned by J. Aron and located at the leased storage facilities at then-current market prices. Though title to the crude oil and certain refined product inventories resides with J. Aron, the Supply and Offtake Agreements are accounted for similar to a product financing arrangement; therefore, the crude oil and refined products inventories will continue to be included on our consolidated balance sheets until processed and sold to a third party. Each reporting period, we record a liability in an amount equal to the amount we expect to pay to repurchase the inventory held by J. Aron based on current market prices. For the years ended December 31, 2018 , 2017 , and 2016 , we incurred approximately $21.5 million , $13.7 million , and $7.8 million in handling fees related to the Supply and Offtake Agreements, respectively, which are included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. For the years ended December 31, 2018 , 2017 , and 2016 , Interest expense and financing costs, net on our consolidated statements of operations includes approximately $4.5 million , $2.3 million , and $3.2 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 $165 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 3.50% per annum. We also agreed to pay a deferred payment availability fee equal to 0.75% of the unused capacity under the Deferred Payment Arrangement. Amounts outstanding under the Deferred Payment Arrangement are included in Obligations under inventory financing agreements on our consolidated balance sheets. Changes in the amount outstanding under the Deferred Payment Arrangement are included within Cash flows from financing activities on the consolidated statements of cash flows. As of December 31, 2018 and 2017 , the capacity of the Deferred Payment Arrangement was $77.4 million and $83.1 million , respectively, and we had $68.4 million and $41.1 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 February 2016, we fixed the market fee for the period from December 1, 2016 through May 31, 2018 of the Supply and Offtake Agreements for an additional $14.6 million to be settled in eighteen equal monthly payments. In 2017, we fixed the market fee for the period from June 1, 2018 through May 2021 for an additional aggregate $2.2 million . The receivable from J. Aron was recorded as a reduction to our Obligations under inventory financing agreements pursuant to our Master Netting Agreement. As of December 31, 2018 and 2017 , the receivable was $2.5 million and $7.1 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 13—Derivatives for further information. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 50% 1.75% 0.75% 2 >30% but ≤ 50% 2.00% 1.00% 3 ≤ 30% 2.25% 1.25% The obligations of the ABL Borrowers are guaranteed by Par and Par Petroleum, LLC ’s existing and future direct or indirect domestic subsidiaries that are not borrowers under the ABL Credit Facility . The loans and letters of credit issued under the ABL Credit Facility are secured by a first-priority security interest in and lien on certain assets of the borrowers and the guarantors, including cash and cash equivalents and inventory, and excluding the assets of PHR. Mid Pac Term Loan On September 27, 2018 , Mid Pac Petroleum, LLC , our wholly owned subsidiary, entered into the Mid Pac Term Loan with American Savings Bank, FSB, which provided a term loan of up to $1.5 million , the proceeds of which were received and used for the October 18, 2018 purchase of retail property. The Mid Pac Term Loan is scheduled to mature on October 18, 2028 . The Mid Pac Term Loan is payable monthly, bears interest an annual rate of 4.375% , is secured by a first-priority lien on the real property purchased with the funds, including leases and rents on the property and the property's fixed assets and fixtures, and is guaranteed by Par Petroleum, LLC . J. Aron Forward Sale As part of the May 8, 2017 amendment to the Supply and Offtake Agreements , 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 (as defined below). The cost of the J. Aron Forward Sale was based upon an annual interest rate of 7% . Upon issuance of the 7.75% Senior Secured Notes on December 21, 2017 , we repaid in full and terminated the J. Aron Forward Sale and recognized $0.3 million of costs associated with the termination of the agreement, which is included within Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2017. Par Wyoming Holdings Credit Agreement On July 14, 2016 , in connection with the WRC Acquisition , Par Wyoming Holdings, LLC, our indirect wholly owned subsidiary, entered into the Par Wyoming Holdings Credit Agreement with certain lenders and Chambers Energy Management, LP, as agent, which provided for a single advance secured term loan to our subsidiary in the amount of $65.0 million (the “ Par Wyoming Holdings Term Loan ”) at the closing of the WRC Acquisition . The proceeds of the Par Wyoming Holdings Term Loan were used to pay a portion of the consideration for the WRC Acquisition , to pay certain fees and closing costs, and for general corporate purposes. The Par Wyoming Holdings Term Loan was originally scheduled to mature on July 14, 2021 . The Par Wyoming Holdings Term Loan bore interest at a rate equal to three-month LIBOR plus an applicable interest margin. With respect to cash interest, the applicable interest margin was at a rate per annum equal to 9.5% . With respect to paid-in-kind (“PIK”) interest, the applicable interest margin was at a rate per annum equal to 13% . Interest was payable in arrears on (a) the last day of each fiscal quarter, (b) the maturity date, and (c) the date of any repayment or prepayment of the Par Wyoming Holdings Term Loan . Upon issuance of the 7.75% Senior Secured Notes on December 21, 2017 , we repaid in full and terminated the Par Wyoming Holdings Credit Agreement and recognized $5.2 million of costs associated with the termination of the agreement, which is included within Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2017. Wyoming Refining Credit Facilities Wyoming Refining Company and its wholly owned subsidiary, Wyoming Pipeline Company LLC, were borrowers (the “ Wyoming Refining Credit Facility Borrowers ”) under a Third Amended and Restated Loan Agreement dated as of April 30, 2015 (as amended, the “ Wyoming Refining Credit Facilities ”), with Bank of America, N.A., as the lender. The Wyoming Refining Credit Facilities remained in place following the consummation of the WRC Acquisition . On July 14, 2016 , and in connection with the consummation of the WRC Acquisition , the Wyoming Refining Credit Facilities were amended pursuant to a Third Amendment to Third Amended and Restated Loan Agreement (the “Third Loan Amendment”) and a Fourth Amendment to Third Amended and Restated Loan Agreement (the “Fourth Loan Amendment”). Pursuant to the Third Loan Amendment, which was entered into immediately prior to the consummation of the WRC Acquisition , Black Elk Refining, LLC was released from all of its obligations under the Wyoming Refining Credit Facilities and Par Wyoming, LLC joined and became a party to the Wyoming Refining Credit Facilities and the applicable security agreement and guaranteed all obligations of the borrowers under the Wyoming Refining Credit Facilities . The Fourth Loan Amendment was entered into immediately following the consummation of the WRC Acquisition and amended certain covenants in the Wyoming Refining Credit Facilities applicable to Par Wyoming, LLC and the Wyoming Refining Credit Facility Borrowers . 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. The Wyoming Refining Credit Facilities originally provided for (a) a revolving credit facility in the maximum principal amount at any time outstanding of $30 million (“ Wyoming Refining Senior Secured Revolver ”), subject to a borrowing base, which provided for revolving loans and for the issuance of letters of credit and (b) certain term loans that are fully advanced (“ Wyoming Refining Senior Secured Term Loan ”). The Wyoming Refining Senior Secured Term Loan bore interest at a rate equal to monthly LIBOR plus 3.0% . The Wyoming Refining Senior Secured Term Loan required quarterly principal payments of $2.3 million . Upon issuance of the 7.75% Senior Secured Notes on December 21, 2017 , we repaid in full and terminated the Wyoming Refining Credit Facilities and recognized $0.1 million of costs associated with the termination of the agreement, which is included within Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2017. 5.00% Convertible Senior Notes Due 2021 In June 2016, we completed the issuance and sale of $115 million in aggregate principal amount of the 5.00% Convertible Senior Notes in a private placement under Rule 144A (the “Notes Offering”). The Notes Offering included the exercise in full of an option to purchase an additional $15 million in aggregate principal amount of the 5.00% Convertible Senior Notes granted to the initial purchasers. The net proceeds of $111.6 million (net of original issue discount of 3%) from the sale of the 5.00% Convertible Senior Notes were used to finance a portion of the WRC Acquisition , to repay $5 million in principal amount of the Term Loan (as defined below), and for general corporate purposes. The 5.00% Convertible Senior Notes bear interest at a rate of 5.00% per year beginning June 21, 2016 (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2016 ) and will mature on June 15, 2021 . The initial conversion rate for the notes is 55.5556 shares of common stock per $1,000 principal amount of the 5.00% Convertible Senior Notes (or a total amount of 6,388,894 shares), which is equivalent to an initial conversion price of approximately $18.00 per share of common stock, subject to adjustment upon the occurrence of certain events. Conversions of the 5.00% Convertible Senior Notes will be settled in cash, shares of common stock, or a combination thereof at our election. The holders of the 5.00% Convertible Senior Notes may exercise their conversion rights at any time prior to the close of business on the business day immediately preceding the maturity date under certain circumstances. The 5.00% Convertible Senior Notes are not redeemable by us prior to June 20, 2019 . On or after June 20, 2019 , we may redeem all or any portion of the 5.00% Convertible Senior Notes if the last reported sales price of our common stock is at least 140% of the conversion price then in effect (i) on the trading day immediately preceding the date on which we provide notice of redemption and (ii) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 5.00% Convertible Senior Notes to be redeemed, plus accrued and unpaid interest and a make-whole premium, which is equal to the present value of the remaining scheduled payments of interest on the 5.00% Convertible Senior Notes to be redeemed from the relevant redemption date to the maturity date of June 15, 2021 . We have determined that the redemption option and the related make-whole premium represent an embedded derivative that is not clearly and closely related to the 5.00% Convertible Senior Notes . Please read Note 13—Derivatives for further information on embedded derivatives. We separately account for the liability and equity components of the 5.00% Convertible Senior Notes . The fair value of the liability component was calculated using a discount rate of an identical debt instrument without a conversion feature. Based on this borrowing rate, the fair value of the liability component of the 5.00% Convertible Senior Notes on the issuance date was $89.3 million . The carrying amount of the equity component was determined to be $22.2 million by deducting the fair value of the liability component from the $111.6 million net proceeds of the 5.00% Convertible Senior Notes . The deferred financing costs of $0.6 million related to 5.00% Convertible Senior Notes were allocated on a proportionate basis between Long-term debt and Additional paid-in capital on the consolidated balance sheet. As of December 31, 2018 , the if-converted value did no t exceed the outstanding principal amount of the 5.00% Convertible Senior Notes . As of December 31, 2018 , the outstanding principal amount of the 5.00% Convertible Senior Notes was $115.0 million , the unamortized discount and deferred financing cost was $14.6 million and the carrying amount of the liability component was $100.4 million . The unamortized discount and deferred financing costs will be amortized to Interest expense and financing costs, net over the term of the 5.00% Convertible Senior Notes . Hawaii Retail Credit Facilities On December 17, 2015 , we entered into the Hawaii Retail Credit Facilities in the form of a revolving credit facility up to $5 million (“ Hawaii Retail Revolving Credit Facilities ”) that provided for revolving loans and for the issuance of letters of credit and term loans (“ Hawaii Retail Term Loans ”) in the aggregate principal amount of $110 million . The proceeds of the Hawaii Retail Term Loans were used to repay in full existing indebtedness under the previous credit facilities, to pay transaction fees and expenses, to repay a portion of existing indebtedness under the Term Loan (as defined below), and to facilitate a cash distribution to Par. The Hawaii Retail Term Loans originally matured on December 17, 2022 and required principal payments of $2.75 million on the last business day of each fiscal quarter. The Hawaii Retail Revolving Credit Facilities originally matured on December 17, 2020 . The Hawaii Retail Term Loans and advances under the Hawaii Retail Revolving Credit Facilities bore interest at a fluctuating rate (i) during the periods such revolving loan or term loan, as applicable, equal to a Base Rate Loan, the Base Rate plus an applicable margin ranging from 1.50% to 2.25% , and (ii) during the periods such revolving loan or term loan, as applicable, equal to a Eurodollar Loan, the relevant Adjusted Eurodollar Rate for such Eurodollar Loan for the applicable interest period plus an applicable margin ranging from 2.50% to 3.25% . The effective interest rate for 2017 on the outstanding loan was 4.0% . Upon issuance of the 7.75% Senior Secured Notes on December 21, 2017 , we repaid in full and terminated the Hawaii Retail Credit Facilities and recognized $1.2 million of costs associated with the termination of the agreement, which is included within Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2017. Bridge Notes On July 14, 2016 , we issued approximately $52.6 million in aggregate principal amount of bridge notes in a private offering pursuant to the terms of a note purchase agreement (the “Bridge Notes”) entered into among the purchasers of the Bridge Notes and us. On September 22, 2016 , we completed a registered pro-rata subscription rights offering of approximately 4 million shares of our common stock (the “Rights Offering”). The Rights Offering resulted in gross proceeds, before expenses, of approximately $49.9 million . We used the net proceeds from the Rights Offering to repay all accrued and unpaid interest and a portion of the outstanding principal amount on the Bridge Notes. The remaining $3.1 million aggregate principal amount and $0.3 million unpaid interest of the Bridge Notes was mandatorily converted into 272,733 shares of our common stock based on a conversion price of $12.25 per share. In connection with our repayment of the Bridge Notes, we expensed $3.0 million of financing costs, which are included within Interest expense and financing costs, net on our consolidated statements of operations for the year ended December 31, 2016. Term Loan On July 11, 2014 , we and certain subsidiaries entered into a Delayed Draw Term Loan and Bridge Loan Credit Agreement (“Credit Agreement”), amending and restating a previous borrowing arrangement with the lenders, to provide us with a term loan of up to $50.0 million (“Term Loan”) and a bridge loan of up to $75.0 million (“Bridge Loan”). The lenders under the Credit Agreement include ZCOF Par Petroleum Holdings, LLC, one of our significant stockholders. Proceeds from the Term Loan were used to fund a deposit per the Mid Pac merger agreement, to pay transaction costs, and for working capital and general corporate purposes. On June 15, 2016 , the Credit Agreement was amended to permit (i) the issuance of the 5.00% Convertible Senior Notes , (ii) the issuance of our Bridge Notes, and (iii) the WRC Acquisition . We paid a consent fee of $2.5 million in connection with this amendment, $1.3 million of which was paid to an affiliate of Whitebox Advisors, LLC (“Whitebox”), one of our largest stockholders. On June 21, 2016 , we repaid $5 million of the Term Loan pursuant to the terms of the amendment, $3.3 million of which was allocated to an affiliate of Whitebox. Please read Note 21—Related Party Transactions for additional information. The Term Loan originally matured on July 11, 2018 and bore interest at either 10% per annum if paid in cash or 12% per annum if paid in kind, at our election, and had an original issue discount of 5% . On June 30, 2017, we fully repaid the Term Loan and terminated the Credit Agreement. 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 Debt extinguishment and commitment costs of approximately $1.8 million related to unamortized deferred financing costs associated with the Term Loan in the year ended December 31, 2017. Cross Default Provisions Included within each of our debt instruments are customary cross default provisions that require the repayment of amounts outstanding on demand should an event of default occur and not be cured within the permitted grace period, if any. As of December 31, 2018 , we are in compliance with all of our debt instruments. Guarantors In connection with our shelf registration statement on Form S-3, which was filed with the SEC on February 6, 2019 and declared effective on February 15, 2019 (“Registration Statement”), we may sell non-convertible debt securities and other securities in one or more offerings with an aggregate initial offering price of up to $750.0 million . Any non-convertible debt securities issued under the Registration Statement may be fully and unconditionally guaranteed (except for customary release provisions), on a joint and several basis, by some or all of our subsidiaries, other than subsidiaries that are “minor” within the meaning of Rule 3-10 of Regulation S-X (the “Guarantor Subsidiaries”). We have no “independent assets or operations” within the meaning of Rule 3-10 of Regulation S-X and certain of the Guarantor Subsidiaries are subject to restrictions on their ability to distribute funds to us, whether by cash dividends, loans, or advances." id="sjs-B4">Note 12—Debt The following table summarizes our outstanding debt as of December 31, 2018 and 2017 (in thousands): December 31, 2018 2017 5.00% Convertible Senior Notes due 2021 $ 115,000 $ 115,000 7.75% Senior Secured Notes due 2025 300,000 300,000 ABL Credit Facility — — Mid Pac Term Loan 1,466 — Principal amount of long-term debt 416,466 415,000 Less: unamortized discount and deferred financing costs (23,826 ) (30,188 ) Total debt, net of unamortized discount and deferred financing costs 392,640 384,812 Less: current maturities (33 ) — Long-term debt, net of current maturities $ 392,607 $ 384,812 Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2019 $ 33 2020 34 2021 115,036 2022 37 2023 39 Thereafter 301,287 Total $ 416,466 Additionally, as of December 31, 2018 , we had approximately $13.5 million in letters of credit outstanding under the ABL Credit Facility . Our debt is subject to various affirmative and negative covenants. As of December 31, 2018 , we were in compliance with all debt covenants. Under the ABL Credit Facility and the indenture governing the 7.75% Senior Secured Notes , our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions. 7.75% Senior Secured Notes Due 2025 On December 21, 2017 , Par Petroleum, LLC and Par Petroleum Finance Corp. (collectively, the “Issuers”), both our wholly owned subsidiaries, completed the issuance and sale of $300 million in aggregate principal amount of 7.75% Senior Secured Notes in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended. The net proceeds of $289.2 million (net of financing costs and original issue discount of 1% ) from the sale were used to repay the Hawaii Retail Credit Facilities , the Wyoming Refining Credit Facilities , the Par Wyoming Holdings Credit Agreement , and the J. Aron Forward Sale , and for general corporate purposes. The 7.75% Senior Secured Notes bear interest at a rate of 7.750% per year beginning December 21, 2017 (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2018) and will mature on December 15, 2025 . The indenture governing the 7.75% Senior Secured Notes contains restrictive covenants limiting the ability of Par Petroleum, LLC and its Restricted Subsidiaries (as defined in the indenture) to, among other things, incur additional indebtedness, issue certain preferred shares, create liens on certain assets to secure debt, sell or otherwise dispose of all or substantially all assets, or pay dividends. The 7.75% Senior Secured Notes are secured by first priority liens (subject to the relative priority of permitted liens) on substantially all of the property and assets of the Issuers and the subsidiary guarantors, including but not limited to, material real property now owned or hereafter acquired by the Issuers or subsidiary guarantors and their equipment, intellectual property, and equity interests, but excluding certain property which is collateral under the ABL Credit Facility and collateral under the Supply and Offtake Agreements. The 7.75% Senior Secured Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by each of Par Petroleum, LLC ’s existing wholly owned subsidiaries (other than Par Petroleum Finance Corp.), and are guaranteed on a senior unsecured basis only as to the payment of principal and interest by Par Pacific Holdings, Inc. In the future, the 7.75% Senior Secured Notes will be guaranteed on a senior secured basis by additional subsidiaries of Par Petroleum, LLC that guarantee material indebtedness of the Issuers or otherwise become obligated with respect to material indebtedness under a credit facility, subject to certain exceptions. ABL Credit Facility On December 21, 2017 , in connection with the issuance of the 7.75% Senior Secured Notes , Par Petroleum, LLC , Par Hawaii, Inc. , Mid Pac Petroleum, LLC , HIE Retail, LLC, and WRC (collectively, the “ ABL Borrowers ”), entered into a Loan and Security Agreement dated as of December 21, 2017 (the “ ABL Credit Facility ”) with certain lenders and Bank of America, N.A., as administrative agent and collateral agent. The ABL Credit Facility provides for a revolving credit facility that provides for revolving loans and for the issuance of letters of credit (the “ ABL Revolver ”). On July 24, 2018 , we amended the ABL Credit Facility to increase the maximum principal amount at any time outstanding of the ABL Revolver by $10 million to $85 million , subject to a borrowing base. The ABL Revolver had no outstanding balance as of December 31, 2018 and had a borrowing base of approximately $54.7 million at December 31, 2018 . The revolving loans under the ABL Revolver bear interest at a fluctuating rate per annum equal to (i) during the periods such revolving loan is a base rate loan, the base rate plus the applicable margin in effect from time to time, and (ii) during the periods such revolving loan is a LIBOR Loan, at LIBOR for the applicable interest period plus the applicable margin in effect from time to time. The base rate is equal to (i) daily LIBOR (“LIBOR Daily Floating Rate") or (ii) if the LIBOR Daily Floating Rate is unavailable for any reason, a rate as calculated per the agreement (the “Prime Rate") for such day. The maturity date of the ABL Revolver is December 21, 2022 , on which date all revolving loans will be due and payable in full. The average effective interest rate for 2018 on the ABL Revolver loan was 4.3% . The applicable margins for the ABL Credit Facility and advances under the ABL Revolver are as specified below: Level Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) Applicable Margin for Applicable Margin for 1 >50% 1.75% 0.75% 2 >30% but ≤ 50% 2.00% 1.00% 3 ≤ 30% 2.25% 1.25% The obligations of the ABL Borrowers are guaranteed by Par and Par Petroleum, LLC ’s existing and future direct or indirect domestic subsidiaries that are not borrowers under the ABL Credit Facility . The loans and letters of credit issued under the ABL Credit Facility are secured by a first-priority security interest in and lien on certain assets of the borrowers and the guarantors, including cash and cash equivalents and inventory, and excluding the assets of PHR. Mid Pac Term Loan On September 27, 2018 , Mid Pac Petroleum, LLC , our wholly owned subsidiary, entered into the Mid Pac Term Loan with American Savings Bank, FSB, which provided a term loan of up to $1.5 million , the proceeds of which were received and used for the October 18, 2018 purchase of retail property. The Mid Pac Term Loan is scheduled to mature on October 18, 2028 . The Mid Pac Term Loan is payable monthly, bears interest an annual rate of 4.375% , is secured by a first-priority lien on the real property purchased with the funds, including leases and rents on the property and the property's fixed assets and fixtures, and is guaranteed by Par Petroleum, LLC . J. Aron Forward Sale As part of the May 8, 2017 amendment to the Supply and Offtake Agreements , 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 (as defined below). The cost of the J. Aron Forward Sale was based upon an annual interest rate of 7% . Upon issuance of the 7.75% Senior Secured Notes on December 21, 2017 , we repaid in full and terminated the J. Aron Forward Sale and recognized $0.3 million of costs associated with the termination of the agreement, which is included within Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2017. Par Wyoming Holdings Credit Agreement On July 14, 2016 , in connection with the WRC Acquisition , Par Wyoming Holdings, LLC, our indirect wholly owned subsidiary, entered into the Par Wyoming Holdings Credit Agreement with certain lenders and Chambers Energy Management, LP, as agent, which provided for a single advance secured term loan to our subsidiary in the amount of $65.0 million (the “ Par Wyoming Holdings Term Loan ”) at the closing of the WRC Acquisition . The proceeds of the Par Wyoming Holdings Term Loan were used to pay a portion of the consideration for the WRC Acquisition , to pay certain fees and closing costs, and for general corporate purposes. The Par Wyoming Holdings Term Loan was originally scheduled to mature on July 14, 2021 . The Par Wyoming Holdings Term Loan bore interest at a rate equal to three-month LIBOR plus an applicable interest margin. With respect to cash interest, the applicable interest margin was at a rate per annum equal to 9.5% . With respect to paid-in-kind (“PIK”) interest, the applicable interest margin was at a rate per annum equal to 13% . Interest was payable in arrears on (a) the last day of each fiscal quarter, (b) the maturity date, and (c) the date of any repayment or prepayment of the Par Wyoming Holdings Term Loan . Upon issuance of the 7.75% Senior Secured Notes on December 21, 2017 , we repaid in full and terminated the Par Wyoming Holdings Credit Agreement and recognized $5.2 million of costs associated with the termination of the agreement, which is included within Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2017. Wyoming Refining Credit Facilities Wyoming Refining Company and its wholly owned subsidiary, Wyoming Pipeline Company LLC, were borrowers (the “ Wyoming Refining Credit Facility Borrowers ”) under a Third Amended and Restated Loan Agreement dated as of April 30, 2015 (as amended, the “ Wyoming Refining Credit Facilities ”), with Bank of America, N.A., as the lender. The Wyoming Refining Credit Facilities remained in place following the consummation of the WRC Acquisition . On July 14, 2016 , and in connection with the consummation of the WRC Acquisition , the Wyoming Refining Credit Facilities were amended pursuant to a Third Amendment to Third Amended and Restated Loan Agreement (the “Third Loan Amendment”) and a Fourth Amendment to Third Amended and Restated Loan Agreement (the “Fourth Loan Amendment”). Pursuant to the Third Loan Amendment, which was entered into immediately prior to the consummation of the WRC Acquisition , Black Elk Refining, LLC was released from all of its obligations under the Wyoming Refining Credit Facilities and Par Wyoming, LLC joined and became a party to the Wyoming Refining Credit Facilities and the applicable security agreement and guaranteed all obligations of the borrowers under the Wyoming Refining Credit Facilities . The Fourth Loan Amendment was entered into immediately following the consummation of the WRC Acquisition and amended certain covenants in the Wyoming Refining Credit Facilities applicable to Par Wyoming, LLC and the Wyoming Refining Credit Facility Borrowers . 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. The Wyoming Refining Credit Facilities originally provided for (a) a revolving credit facility in the maximum principal amount at any time outstanding of $30 million (“ Wyoming Refining Senior Secured Revolver ”), subject to a borrowing base, which provided for revolving loans and for the issuance of letters of credit and (b) certain term loans that are fully advanced (“ Wyoming Refining Senior Secured Term Loan ”). The Wyoming Refining Senior Secured Term Loan bore interest at a rate equal to monthly LIBOR plus 3.0% . The Wyoming Refining Senior Secured Term Loan required quarterly principal payments of $2.3 million . Upon issuance of the 7.75% Senior Secured Notes on December 21, 2017 , we repaid in full and terminated the Wyoming Refining Credit Facilities and recognized $0.1 million of costs associated with the termination of the agreement, which is included within Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2017. 5.00% Convertible Senior Notes Due 2021 In June 2016, we completed the issuance and sale of $115 million in aggregate principal amount of the 5.00% Convertible Senior Notes in a private placement under Rule 144A (the “Notes Offering”). The Notes Offering included the exercise in full of an option to purchase an additional $15 million in aggregate principal amount of the 5.00% Convertible Senior Notes granted to the initial purchasers. The net proceeds of $111.6 million (net of original issue discount of 3%) from the sale of the 5.00% Convertible Senior Notes were used to finance a portion of the WRC Acquisition , to repay $5 million in principal amount of the Term Loan (as defined below), and for general corporate purposes. The 5.00% Convertible Senior Notes bear interest at a rate of 5.00% per year beginning June 21, 2016 (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2016 ) and will mature on June 15, 2021 . The initial conversion rate for the notes is 55.5556 shares of common stock per $1,000 principal amount of the 5.00% Convertible Senior Notes (or a total amount of 6,388,894 shares), which is equivalent to an initial conversion price of approximately $18.00 per share of common stock, subject to adjustment upon the occurrence of certain events. Conversions of the 5.00% Convertible Senior Notes will be settled in cash, shares of common stock, or a combination thereof at our election. The holders of the 5.00% Convertible Senior Notes may exercise their conversion rights at any time prior to the close of business on the business day immediately preceding the maturity date under certain circumstances. The 5.00% Convertible Senior Notes are not redeemable by us prior to June 20, 2019 . On or after June 20, 2019 , we may redeem all or any portion of the 5.00% Convertible Senior Notes if the last reported sales price of our common stock is at least 140% of the conversion price then in effect (i) on the trading day immediately preceding the date on which we provide notice of redemption and (ii) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 5.00% Convertible Senior Notes to be redeemed, plus accrued and unpaid interest and a make-whole premium, which is equal to the present value of the remaining scheduled payments of interest on the 5.00% Convertible Senior Notes to be redeemed from the relevant redemption date to the maturity date of June 15, 2021 . We have determined that the redemption option and the related make-whole premium represent an embedded derivative that is not clearly and closely related to the 5.00% Convertible Senior Notes . Please read Note 13—Derivatives for further information on embedded derivatives. We separately account for the liability and equity components of the 5.00% Convertible Senior Notes . The fair value of the liability component was calculated using a discount rate of an identical debt instrument without a conversion feature. Based on this borrowing rate, the fair value of the liability component of the 5.00% Convertible Senior Notes on the issuance date was $89.3 million . The carrying amount of the equity component was determined to be $22.2 million by deducting the fair value of the liability component from the $111.6 million net proceeds of the 5.00% Convertible Senior Notes . The deferred financing costs of $0.6 million related to 5.00% Convertible Senior Notes were allocated on a proportionate basis between Long-term debt and Additional paid-in capital on the consolidated balance sheet. As of December 31, 2018 , the if-converted value did no t exceed the outstanding principal amount of the 5.00% Convertible Senior Notes . As of December 31, 2018 , the outstanding principal amount of the 5.00% Convertible Senior Notes was $115.0 million , the unamortized discount and deferred financing cost was $14.6 million and the carrying amount of the liability component was $100.4 million . The unamortized discount and deferred financing costs will be amortized to Interest expense and financing costs, net over the term of the 5.00% Convertible Senior Notes . Hawaii Retail Credit Facilities On December 17, 2015 , we entered into the Hawaii Retail Credit Facilities in the form of a revolving credit facility up to $5 million (“ Hawaii Retail Revolving Credit Facilities ”) that provided for revolving loans and for the issuance of letters of credit and term loans (“ Hawaii Retail Term Loans ”) in the aggregate principal amount of $110 million . The proceeds of the Hawaii Retail Term Loans were used to repay in full existing indebtedness under the previous credit facilities, to pay transaction fees and expenses, to repay a portion of existing indebtedness under the Term Loan (as defined below), and to facilitate a cash distribution to Par. The Hawaii Retail Term Loans originally matured on December 17, 2022 and required principal payments of $2.75 million on the last business day of each fiscal quarter. The Hawaii Retail Revolving Credit Facilities originally matured on December 17, 2020 . The Hawaii Retail Term Loans and advances under the Hawaii Retail Revolving Credit Facilities bore interest at a fluctuating rate (i) during the periods such revolving loan or term loan, as applicable, equal to a Base Rate Loan, the Base Rate plus an applicable margin ranging from 1.50% to 2.25% , and (ii) during the periods such revolving loan or term loan, as applicable, equal to a Eurodollar Loan, the relevant Adjusted Eurodollar Rate for such Eurodollar Loan for the applicable interest period plus an applicable margin ranging from 2.50% to 3.25% . The effective interest rate for 2017 on the outstanding loan was 4.0% . Upon issuance of the 7.75% Senior Secured Notes on December 21, 2017 , we repaid in full and terminated the Hawaii Retail Credit Facilities and recognized $1.2 million of costs associated with the termination of the agreement, which is included within Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2017. Bridge Notes On July 14, 2016 , we issued approximately $52.6 million in aggregate principal amount of bridge notes in a private offering pursuant to the terms of a note purchase agreement (the “Bridge Notes”) entered into among the purchasers of the Bridge Notes and us. On September 22, 2016 , we completed a registered pro-rata subscription rights offering of approximately 4 million shares of our common stock (the “Rights Offering”). The Rights Offering resulted in gross proceeds, before expenses, of approximately $49.9 million . We used the net proceeds from the Rights Offering to repay all accrued and unpaid interest and a portion of the outstanding principal amount on the Bridge Notes. The remaining $3.1 million aggregate principal amount and $0.3 million unpaid interest of the Bridge Notes was mandatorily converted into 272,733 shares of our common stock based on a conversion price of $12.25 per share. In connection with our repayment of the Bridge Notes, we expensed $3.0 million of financing costs, which are included within Interest expense and financing costs, net on our consolidated statements of operations for the year ended December 31, 2016. Term Loan On July 11, 2014 , we and certain subsidiaries entered into a Delayed Draw Term Loan and Bridge Loan Credit Agreement (“Credit Agreement”), amending and restating a previous borrowing arrangement with the lenders, to provide us with a term loan of up to $50.0 million (“Term Loan”) and a bridge loan of up to $75.0 million (“Bridge Loan”). The lenders under the Credit Agreement include ZCOF Par Petroleum Holdings, LLC, one of our significant stockholders. Proceeds from the Term Loan were used to fund a deposit per the Mid Pac merger agreement, to pay transaction costs, and for working capital and general corporate purposes. On June 15, 2016 , the Credit Agreement was amended to permit (i) the issuance of the 5.00% Convertible Senior Notes , (ii) the issuance of our Bridge Notes, and (iii) the WRC Acquisition . We paid a consent fee of $2.5 million in connection with this amendment, $1.3 million of which was paid to an affiliate of Whitebox Advisors, LLC (“Whitebox”), one of our largest stockholders. On June 21, 2016 , we repaid $5 million of the Term Loan pursuant to the terms of the amendment, $3.3 million of which was allocated to an affiliate of Whitebox. Please read Note 21—Related Party Transactions for additional information. The Term Loan originally matured on July 11, 2018 and bore interest at either 10% per annum if paid in cash or 12% per annum if paid in kind, at our election, and had an original issue discount of 5% . On June 30, 2017, we fully repaid the Term Loan and terminated the Credit Agreement. 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 Debt extinguishment and commitment costs of approximately $1.8 million related to unamortized deferred financing costs associated with the Term Loan in the year ended December 31, 2017. Cross Default Provisions Included within each of our debt instruments are customary cross default provisions that require the repayment of amounts outstanding on demand should an event of default occur and not be cured within the permitted grace period, if any. As of December 31, 2018 , we are in compliance with all of our debt instruments. Guarantors In connection with our shelf registration statement on Form S-3, which was filed with the SEC on February 6, 2019 and declared effective on February 15, 2019 (“Registration Statement”), we may sell non-convertible debt securities and other securities in one or more offerings with an aggregate initial offering price of up to $750.0 million . Any non-convertible debt securities issued under the Registration Statement may be fully and unconditionally guaranteed (except for customary release provisions), on a joint and several basis, by some or all of our subsidiaries, other than subsidiaries that are “minor” within the meaning of Rule 3-10 of Regulation S-X (the “Guarantor Subsidiaries”). We have no “independent assets or operations” within the meaning of Rule 3-10 of Regulation S-X and certain of the Guarantor Subsidiaries are subject to restrictions on their ability to distribute funds to us, whether by cash dividends, loans, or advances. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Note 13—Derivatives Commodity Derivatives We utilize commodity derivative contracts to manage our price exposure in our inventory positions, future purchases of crude oil, future sales and purchases of refined products, and crude oil consumption in our refining process. The derivative contracts that we execute to manage our price risk include exchange traded futures, options, and OTC swaps. Our futures, options, and OTC swaps are marked-to-market and changes in the fair value of these contracts are recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations. We are obligated to repurchase the crude oil and refined products from J. Aron at the termination of the Supply and Offtake Agreements. We have determined that this obligation contains an embedded derivative, similar to forward purchase contracts of crude oil and refined products. As such, we have accounted for this embedded derivative at fair value with changes in the fair value recorded in Cost of revenues (excluding depreciation) on our consolidated statements of operations. We are also required under the Supply and Offtake Agreements to hedge the time spread between the period of crude oil cargo pricing and the month of delivery. We utilize OTC swaps to accomplish this. We have entered into forward purchase contracts for crude oil and forward sales and purchases 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. Our open futures and OTC swaps expire at various dates through March 2019. We elect to offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting agreement. Our consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 14—Fair Value Measurements for the gross fair value and net carrying value of our derivative instruments. Our cash margin that is required as collateral deposits cannot be offset against the fair value of open contracts except in the event of default. At December 31, 2018 , our open commodity derivative contracts represented (in thousands of barrels): Contract type Long Short Net Futures 305 (26 ) 279 Swaps 300 (804 ) (504 ) Total 605 (830 ) (225 ) Interest Rate Derivatives We are exposed to interest rate volatility in the Supply and Offtake Agreements. We utilize interest rate swaps to manage our interest rate risk. As of December 31, 2018 , we had locked in an average fixed rate of 0.97% in exchange for a floating interest rate indexed to the three-month LIBOR on an aggregate notional amount of $100 million . The interest rate swap matured in February 2019. In February 2018, we terminated a separate $100 million floating interest rate swap originally maturing in March 2021 , which resulted in a realized gain of $3.7 million . In June 2016, we completed the issuance and sale of an aggregate of $115.0 million principal amount of the 5.00% Convertible Senior Notes . Please read Note 12—Debt for further discussion. Upon redemption of our 5.00% Convertible Senior Notes on or after June 20, 2019 at our election, we are obligated to pay a make-whole premium equal to the present value of the remaining scheduled payments of interest on the 5.00% Convertible Senior Notes to be redeemed from the relevant redemption date to the maturity date of June 15, 2021 . We have determined that the redemption option and the related make-whole premium represent an embedded derivative that is not clearly and closely related to the 5.00% Convertible Senior Notes . As such, we have accounted for this embedded derivative at fair value with changes in the fair value recorded in Interest expense and financing costs, net on our consolidated statements of operations. As of December 31, 2018 , this embedded derivative was deemed to have a de minimis fair value. The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2018 and 2017 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2018 2017 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 4,973 $ 2,814 Commodity derivatives Other accrued liabilities (700 ) (39 ) J. Aron repurchase obligation derivative Obligations under inventory financing agreements 4,085 (19,564 ) Interest rate derivatives Prepaid and other current assets 191 1,482 Interest rate derivatives Other long-term assets — 2,328 _________________________________________________________ (1) Does not include cash collateral of $2.7 million and $0.2 million recorded in Prepaid and other current assets and $8.3 million and $7.0 million in Other long-term assets as of December 31, 2018 and 2017 , respectively. The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2018 2017 2016 Commodity derivatives Cost of revenues (excluding depreciation) $ (3,420 ) $ (4,517 ) $ (1,338 ) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) 23,649 436 (29,810 ) Interest rate derivatives Interest expense and financing costs, net 1,309 489 2,729 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 14—Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Purchase Price Allocation of Northwest Retail The fair values of the assets acquired and liabilities assumed as a result of the Northwest Retail acquisition were estimated as of March 23, 2018 , the date of the acquisition, using valuation techniques described in notes (1) through (5) described below. Valuation Fair Value Technique (in thousands) Net working capital $ 3,822 (1) Property, plant, and equipment 30,230 (2) Goodwill 46,210 (3) Long-term capital lease obligations (5,244 ) (4) Other non-current liabilities (487 ) (5) Total $ 74,531 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. (2) The fair value of property, plant, and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and obsolescence. The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement. The fair value of capital lease assets was estimated using the income approach. Under the income approach, the annual lease market rental rate cash flow stream is estimated and then discounted to present value over the remaining life of the lease using a pre-tax discount rate based on expected return for the specific asset type and location. (3) The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. (4) Long-term capital lease obligations were estimated based on the present value of lease payments over the term of the lease. (5) Other non-current liabilities are primarily related to asset retirement obligations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. Purchase Price Allocation of Wyoming Refining The fair values of the assets acquired and liabilities assumed as a result of the Wyoming Refining acquisition were estimated as of July 14, 2016 , the date of the acquisition, using valuation techniques described in notes (1) through (5) described below. Valuation Fair Value Technique (in thousands) Net working capital $ (11,092 ) (1) Property, plant, and equipment 254,367 (2) Goodwill 66,449 (3) Long-term debt (68,136 ) (4) Other non-current liabilities (32,222 ) (5) Total $ 209,366 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. (2) The fair value of property, plant, and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and obsolescence. The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement. (3) The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. (4) Long-term debt was recorded at carrying value. The carrying value of long-term debt approximated fair value due to its floating interest rate. (5) Other non-current liabilities include environmental liabilities and the underfunded status of the Wyoming Refining defined benefit plan. The underfunded status of the defined benefit plan represents the difference between the fair value of the plan’s assets and the projected benefit obligations. Environmental liabilities are based on management’s best estimates of probable future costs using current available information. We consider this to be a Level 3 fair value measurement. Assets and Liabilities Measured at Fair Value on a Recurring Basis Common stock warrants As of December 31, 2018 and 2017 , 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 December 31, 2018 , the warrants had a weighted-average exercise price of $0.09 and a remaining term of 3.67 years. The estimated fair value of the common stock warrants was $14.13 and $19.21 per share as of December 31, 2018 and 2017 , respectively. Increases in the value of our common stock will increase the value of the common stock warrants. Likewise, decreases in the value of our common stock will result in a decrease in the value of the common stock warrants. Derivative instruments We utilize commodity derivative contracts to manage our price exposure in our inventory positions, future purchases of crude oil, future sales and purchases of refined products, and cost of crude oil consumed in the refining process. We utilize interest rate swaps to manage our interest rate risk. Please read Note 13—Derivatives for further information on derivatives. We are obligated to repurchase the crude oil and refined products from J. Aron at the termination of the Supply and Offtake Agreements. We have determined that this obligation contains an embedded derivative, similar to forward purchase contracts of crude oil and refined products. As such, we have accounted for this embedded derivative at fair value with changes in the fair value recorded in Cost of revenues (excluding depreciation) on our consolidated statements of operations. Upon redemption of our 5.00% Convertible Senior Notes on or after June 20, 2019 at our election, we are obligated to pay a make-whole premium equal to the present value of the remaining scheduled payments of interest on the 5.00% Convertible Senior Notes to be redeemed from the relevant redemption date to the maturity date of June 15, 2021 . We have determined that the redemption option and the related make-whole premium represent an embedded derivative that is not clearly and closely related to the 5.00% Convertible Senior Notes . As of December 31, 2018 and 2017 , this embedded derivative was deemed to have a de minimis fair value. We classify financial assets and liabilities according to the fair value hierarchy. Financial assets and liabilities classified as Level 1 instruments are valued using quoted prices in active markets for identical assets and liabilities. These include our exchange traded futures. Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Our Level 2 instruments include OTC swaps and options. These commodity derivatives are valued using market quotations from independent price reporting agencies and commodity exchange price curves that are corroborated with market data. Level 3 instruments are valued using significant unobservable inputs that are not supported by sufficient market activity. The valuation of our J. Aron repurchase obligation derivative requires that we make estimates of the prices and differentials assuming settlement at the end of the reporting period. Estimates of the J. Aron settlement prices are based on observable inputs, such as Brent and WTI indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreements; therefore it is classified as a Level 3 instrument. We do not have other commodity derivatives classified as Level 3 at December 31, 2018 or 2017 . Please read Note 13—Derivatives for further information on derivatives. Contingent consideration The cash consideration for our acquisition of PHR was subject to an earn-out provision. As of December 31, 2016, the earn-out measurement period was complete and our estimated liability no longer relied on forecasts and simulations. Prior to December 31, 2016, the liability was remeasured at the end of each reporting period using an estimate based on actual results to date and a Monte Carlo simulation analysis for future periods. Significant inputs used in the valuation model included estimated future gross margin, annual gross margin volatility, and a present value factor. We considered this to be a Level 3 fair value measurement. See Note 15—Commitments and Contingencies for further discussion. Financial Statement Impact Fair value amounts by hierarchy level as of December 31, 2018 and 2017 are presented gross in the tables below (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 170 $ 5,234 $ — $ 5,404 $ (431 ) $ 4,973 Interest rate derivatives — 191 — 191 — 191 Total $ 170 $ 5,425 $ — $ 5,595 $ (431 ) $ 5,164 Liabilities Common stock warrants $ — $ — $ (5,007 ) $ (5,007 ) $ — $ (5,007 ) Commodity derivatives (870 ) (261 ) — (1,131 ) 431 (700 ) J. Aron repurchase obligation derivative — — 4,085 4,085 — 4,085 Total $ (870 ) $ (261 ) $ (922 ) $ (2,053 ) $ 431 $ (1,622 ) December 31, 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 $ 557 $ 21,907 $ — $ 22,464 $ (19,650 ) $ 2,814 Interest rate derivatives — 3,810 — 3,810 — 3,810 Total $ 557 $ 25,717 $ — $ 26,274 $ (19,650 ) $ 6,624 Liabilities Common stock warrants $ — $ — $ (6,808 ) $ (6,808 ) $ — $ (6,808 ) Commodity derivatives (596 ) (19,093 ) — (19,689 ) 19,650 (39 ) J.Aron repurchase obligation derivative — — (19,564 ) (19,564 ) — (19,564 ) Total $ (596 ) $ (19,093 ) $ (26,372 ) $ (46,061 ) $ 19,650 $ (26,411 ) _________________________________________________________ (1) Does not include cash collateral of $10.9 million and $7.2 million as of December 31, 2018 and 2017 , respectively included on our consolidated balance sheets. A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Beginning balance $ (26,372 ) $ (25,134 ) $ (25,867 ) Settlements — — 16,810 Total unrealized income (loss) included in earnings 25,450 (1,238 ) (16,077 ) Ending balance $ (922 ) $ (26,372 ) $ (25,134 ) The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2018 and 2017 is as follows (in thousands): Carrying Value Fair Value December 31, 2018 5.00% Convertible Senior Notes due 2021 (1) (3) $ 100,411 $ 121,488 7.75% Senior Secured Notes due 2025 (1) 290,763 270,000 Mid Pac Term Loan (2) 1,466 1,466 Common stock warrants (2) 5,007 5,007 December 31, 2017 5.00% Convertible Senior Notes due 2021 (1) (3) $ 95,486 $ 149,007 7.75% Senior Secured Notes due 2025 (1) 289,326 300,423 Common stock warrants (2) 6,808 6,808 _________________________________________________________ (1) The fair values of the 5.00% Convertible Senior Notes and the 7.75% Senior Secured Notes are considered Level 2 measurements as discussed below. (2) The fair values of the common stock warrants and the Mid Pac Term Loan are considered a Level 3 measurement in the fair value hierarchy. (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. The fair value of the 5.00% Convertible Senior Notes was determined by aggregating the fair value of the liability and equity components of the notes. The fair value of the liability component of the 5.00% Convertible Senior Notes was determined using a discounted cash flow analysis in which the projected interest and principal payments were discounted at an estimated market yield for a similar debt instrument without the conversion feature. The equity component was estimated based on the Black-Scholes model for a call option with strike price equal to the conversion price, a term matching the remaining life of the 5.00% Convertible Senior Notes , and an implied volatility based on market values of options outstanding as of December 31, 2018 . 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 the 7.75% Senior Secured Notes was determined using a market approach based on quoted prices. Because the 7.75% Senior Secured Notes may not be actively traded, the inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy. The fair value of all non-derivative financial instruments included in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, current liabilities, and accounts payable approximate their carrying value due to their short term nature. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15—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 Earn-out Dispute On June 17, 2013, a wholly owned subsidiary of Par entered into a membership interest purchase agreement with Andeavor, formerly known as Tesoro Corporation (“Tesoro,” which changed its name to Andeavor Corporation before being purchased by Marathon Petroleum Company in October 2018), 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 was subject to an earn-out provision during the years 2014-2016, subject to, among other things, an annual earn-out cap of $20 million and an overall cap of $40 million . During 2016, we paid Tesoro a total of $16.8 million to settle the 2014 and 2015 earn-out periods. Tesoro disputed our calculation of the 2015 and 2016 earn-out amounts and asserted that it was entitled to an additional earn-out amount of $4.3 million for the 2015 earn-out period and a total earn-out amount of $8.3 million for the 2016 earn-out period. On March 22, 2018 , Tesoro agreed to settle the earn-out dispute and release and discharge any related claims in exchange for our payment of $10.5 million . Mid Pac Earn-out and Indemnity Dispute Pursuant to a Stock Purchase Agreement dated August 3, 2011 and amended October 25, 2011 (the “SPA”), Mid Pac purchased all the issued and outstanding stock of Inter Island Petroleum, Inc. (“Inter Island”) from Brian J. and Wendy Barbata (collectively, the “Barbatas”). The SPA provided 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 was capped at a maximum of $4.5 million . Mid Pac contended that there were no amounts owed to the Barbatas for the earn-out period, while the Barbatas contended they were entitled to $4.5 million . In June 2018, Mid Pac and the Barbatas agreed to settle the earn-out dispute and release and discharge any related claims in exchange for our payment of $350 thousand and our assumption of up to an aggregate $300 thousand of certain environmental monitoring and remediation obligations. 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 was commenced and concluded on October 1, 2018. In a decision dated November 27, 2018, the arbitrator denied the grievance without prejudice to USW's NLRB claim regarding retiree medical and short term disability benefits. 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 companies in our industry, 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. The Par East facility of our Hawaii refinery and our Wyoming refinery were each granted a one-year small refinery exemption for the compliance year 2017 from the U.S. Environmental Protection Agency (“EPA”) . Owing primarily to the receipt of these small refinery exemptions, our net income for the year ended December 31, 2018 includes a $1.1 million of RINs benefit . Wyoming Refinery Our Wyoming refinery is subject to a number of consent decrees, orders, and settlement agreements involving the 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, and, therefore, investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. As of December 31, 2018 , we have accrued $17.3 million for the well-understood components of these efforts based on current information, 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 $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 . 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 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. Compliance with this rule has not had a material impact on our financial condition, results of operations, or cash flows to date. 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 (“EISA”) which, among other things, set a target fuel economy standard of 35 miles per gallon for the combined fleet of cars and light trucks in the U.S. by model year 2020 and contained an expanded Renewable Fuel Standard (the “RFS2”). In August 2012, the EPA and National Highway Traffic Safety Administration ("NHTSA") jointly adopted regulations that establish an average industry fuel economy of 54.5 miles per gallon by model year 2025. On August 8, 2018, the EPA and NHTSA jointly proposed to revise existing fuel economy standards for model years 2021-2025 and to set standards for 2026 for the first time. The agencies have not yet issued a final rule, but they are expected to do so in 2019. Although the revised fuel economy standards are expected to be less stringent than the initial standards for model years 2021-2025, it is uncertain whether the revised standards will increase year over year. Higher fuel economy standards have the potential to reduce demand for our refined transportation fuel products. Under EISA, the RFS2 requires an increasing amount of renewable fuel to be blended into the nation's transportation fuel supply, up to 36.0 billion gallons by 2022. In the near term, the RFS2 will be satisfied primarily with fuel ethanol blended into gasoline. We, and other refiners subject to the RFS, may meet the RFS requirements by blending the necessary volumes of renewable fuels produced by us or purchased from third parties. To the extent that refiners will not or cannot blend renewable fuels into the products they produce in the quantities required to satisfy their obligations under the RFS program, those refiners must purchase renewable credits, referred to as Renewable Identification Numbers (“RINs”), to maintain compliance. To the extent that we exceed the minimum volumetric requirements for blending of renewable fuels, we generate our own RINs for which we have the option of retaining the RINs for current or future RFS compliance or selling those RINs on the open market. 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 D3 waivers from the EPA to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels. In October 2010, the EPA issued a partial waiver decision under the federal CAA to allow for an increase in the amount of ethanol permitted to be blended into gasoline from 10% (“E10”) to 15% (“E15”) for 2007 and newer light duty motor vehicles. In January 2011, the EPA issued a second waiver for the use of E15 in vehicles model years 2001-2006. In 2019, EPA is expected to conduct a rulemaking to allow year-round sales of E15. There are numerous issues, including state and federal regulatory issues, which need to be addressed before E15 can be marketed on a large scale for use in traditional gasoline engines; however, increased renewable fuel in the nation's transportation fuel supply could reduce demand for our refined products. In March 2014, the EPA published a final Tier 3 gasoline standard that requires, among other things, that gasoline contain no more than 10 parts per million (“ppm”) sulfur on an annual average basis and no more than 80 ppm sulfur on a per-gallon basis. The standard also lowers the allowable benzene, aromatics, and olefins content of gasoline. The effective date for the new standard is 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 refinery status of our Wyoming refinery. The Par East facility of our Hawaii refinery, our Wyoming refinery, and our Washington refinery, acquired in January 2019, were all granted small refinery status by the EPA for 2017. The EPA is expected to make small refinery status determinations for 2018 in the first quarter of 2019. Beginning on June 30, 2014, new sulfur standards for fuel oil used by marine vessels operating within 200 miles of the U.S. coastline (which includes the entire Hawaiian Island chain) was lowered from 10,000 ppm (1%) to 1,000 ppm (0.1%). The sulfur standards began at the Hawaii refinery and were phased in so that by January 1, 2015, they were to be fully aligned with the International Marine Organization (“IMO”) standards and deadline. The more stringent standards apply universally to both U.S. and foreign flagged ships. Although the marine fuel regulations provided vessel operators with a few compliance options such as installation of on-board pollution controls and demonstration unavailability, many vessel operators will be forced to switch to a distillate fuel while operating within the Emission Control Area (“ECA”). Beyond the 200 mile ECA, large ocean vessels are still allowed to burn marine fuel with up to 3.5% sulfur. Our Hawaii refinery is capable of producing the 1% sulfur residual fuel oil that was previously required within the ECA. Although our Hawaii refinery remains in a position to supply vessels traveling to and through Hawaii, the market for 0.1% sulfur distillate fuel and 3.5% sulfur residual fuel is much more competitive. In addition to U.S. fuels requirements, the IMO has also adopted newer standards that further reduce the global limit on sulfur content in maritime fuels to 0.5% beginning in 2020 ("IMO 2020"). Like the rest of the refining industry, we are focused on meeting these standards and may incur costs in producing lower-sulfur fuels. There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA, IMO 2020, and other fuel-related regulations. We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels. Environmental Agreement On September 25, 2013 , 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 the Par East facility of our Hawaii refinery. As a result of the Consent Decree, PHR expanded its planned 2016 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. Tesoro is responsible under the Environmental Agreement for directly paying, or 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 December 31, 2018 , Tesoro has reimbursed us for $12.2 million of our total capital expenditures incurred in connection with the Consent Decree. As of December 31, 2018 , all reimbursable capital expenditures incurred pursuant to the Consent Decree were collected. Net capital expenditures and reimbursements related to the Consent Decree for the year ended December 31, 2018 and 2017 are presented within Capital expenditures on our 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 $1.0 million and a cap of $15.0 million for certain of Tesoro’s indemnification obligations related to certain pre-existing conditions as well as certain restrictions regarding the time limits for submitting notice and supporting documentation for remediation actions. Recovery Trusts We emerged from the reorganization of Delta Petroleum 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. On February 27, 2018, the Bankruptcy Court entered its final decree closing the Chapter 11 bankruptcy cases of Delta and the other Debtors, discharging the trustee for the General Trust, and finding that all assets of the General Trust were resolved, abandoned, or liquidated and have been distributed in accordance with the requirements of the Plan. In addition, the final decree required the Company or the General Trust, as applicable, to maintain the current accruals owed on account of the remaining claims of the U.S. Government and Noble Energy, Inc. As of December 31, 2018 , two related claims totaling approximately $22.4 million remained to be resolved by the trustee for the General Trust and we have accrued approximately $0.5 million representing the estimated value of claims remaining to be settled which are deemed probable and estimable at period end. One of the two remaining claims was filed by the U.S. Government for approximately $22.4 million relating to ongoing litigation concerning a plugging and abandonment obligation in Pacific Outer Continental Shelf Lease OCS-P 0320, comprising part of the Sword Unit in the Santa Barbara Channel, California. The second unliquidated claim, which is related to the same plugging and abandonment obligation, was filed by Noble Energy Inc., the operator and majority interest owner of the Sword Unit. We believe the probability of issuing stock to satisfy the full claim amount is remote, as the obligations upon which such proof of claim is asserted are joint and several among all working interest owners and Delta, our predecessor, only owned an approximate 3.4% aggregate working interest in the unit. The settlement of claims is subject to ongoing litigation and we are unable to predict with certainty how many shares will be required to satisfy all claims. Pursuant to the Plan, allowed claims are settled at a ratio of 54.4 shares per $1,000 of claim. Capital Leases Within our retail segment, we have capital lease obligations related primarily to the leases of 17 retail stations. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 15 years or more. Certain leases include escalation clauses and/or purchase options. Minimum annual lease payments including interest, for capital leases are as follows (in thousands): 2019 $ 2,723 2020 2,264 2021 1,757 2022 1,512 2023 1,148 Thereafter 2,600 Total minimum lease payments 12,004 Less amount representing interest 1,865 Total minimum rental payments $ 10,139 Operating Leases We have various cancelable and noncancelable operating leases related to land, vehicles, office and retail facilities, railcars, barges, and other facilities used in the storage, transportation, and sale of crude oil and refined products. We have operating leases for most of our retail stations with an average of eight years remaining and generally containing renewal options and escalation clauses. Leases for facilities used in the storage, transportation, and sale of crude oil and refined products have various expiration dates extending to 2044 . Minimum annual lease payments for operating leases to which we are legally obligated and having initial or remaining non-cancelable lease terms in excess of one year are as follows (in thousands): 2019 $ 62,589 2020 62,132 2021 39,821 2022 38,402 2023 38,827 Thereafter 191,717 Total minimum rental payments $ 433,488 Rent expense for the years ended December 31, 2018 , 2017 , and 2016 was approximately $41.6 million , $41.2 million , and $39.6 million , respectively. Major Customers For the year ended December 31, 2017 , we had one customer in our refining segment that accounted for 10% of our consolidated revenues. No other customers accounted for more than 10% of our consolidated revenues during the years ended December 31, 2018 , 2017 , and 2016 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 16—Stockholders’ Equity Common Stock Our certificate of incorporation contains restrictions on the transfer of certain of our securities in order to preserve the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers, and foreign tax credit carryovers, as well as any “net unrealized built-in loss” within the meaning of Section 382 of the Internal Revenue Service Code, of us or any direct or indirect subsidiary thereof. These restrictions include provisions regarding approval by our Board of Directors of transfers of common stock by holders of five percent or more of the outstanding common stock. Our debt agreements restrict the payment of dividends. On September 22, 2016 , we issued approximately 4 million shares of our common stock to certain pre-existing investors and other investors in the Rights Offering at a purchase price of $12.25 per share. The gross proceeds from the Rights Offering were approximately $49.9 million , before deducting expenses of approximately $0.9 million , for net proceeds of approximately $49.0 million . The net proceeds from the Rights Offering were used to repay all accrued and unpaid interest and a portion of the outstanding principal amount on the Bridge Notes. Registration Rights Agreements In connection with our emergence from bankruptcy on August 31, 2012, we entered into a registration rights agreement (“Registration Rights Agreement”) providing the stockholders party thereto (“Stockholders”) with certain registration rights. The Registration Rights Agreement states that at any time after the consummation of a qualified public offering, any Stockholder or group of Stockholders that, together with its or their affiliates, holds more than fifteen percent of the Registrable Shares (as defined in the Registration Rights Agreement), will have the right to require us to file with the SEC a registration statement for a public offering of all or part of its Registrable Shares (each a “Demand Registration”), by delivery of written notice to the company (each, a “Demand Request”). Within 90 days after receiving the Demand Request, we must file with the SEC the registration statement with respect to the Demand Registration, subject to certain limitations as set forth in the Registration Rights Agreement. We are required to use commercially reasonable efforts to cause the registration statement to be declared effective as soon as practicable after such filing. In addition, subject to certain exceptions, if we propose to register any class of common stock for sale to the public, we are required, subject to certain conditions, to include all Registrable Shares with respect to which we have received written requests for inclusion. In connection with the closing of a private placement, we entered into an additional registration rights agreement with the purchasers of the shares. Under this registration rights agreement, we agreed to file a registration statement relating to the shares of common stock with the SEC within 60 days after the closing date of the sale which would be declared effective within 180 days of the closing date of the sale. We also agreed to use commercially reasonable efforts to keep the registration statement effective until the earliest to occur of (i) the disposition of all registrable securities, (ii) the availability under Rule 144 of the Securities Act of 1933, as amended, for each holder of registrable securities to immediately freely resell such registrable securities without volume restrictions, or (iii) the third anniversary of the effective date of the registration statement. This registration rights agreement also provides the right for a holder or group of holders of more than $50 million of registrable securities to demand that we conduct an underwritten public offering of the registrable securities. However, the demanding holders are limited to a total of three such underwritten offerings, with no more than one demand request for an underwritten offering made in any 365 day period. Additionally, this registration rights agreement contains customary indemnification rights and obligations for both us and the holders of registrable securities. If this registration statement does not remain effective for the applicable effectiveness period described above then from that date until cured, we must pay, as liquidated damages and not as a penalty, an amount in cash equal to 0.25% of the purchaser’s allocated purchase price per calendar month, not to exceed 0.75% of the allocated purchase price. The registration rights granted in each rights agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as suspension periods and, if a registration is for an underwritten offering, limitations on the number of shares to be included in the underwritten offering imposed by the managing underwriter. In connection with the completion of the Company’s private unregistered offering of its 5.00% Convertible Senior Notes , the Company entered into a Registration Rights Agreement (the “Convertible Notes Registration Rights Agreement”), dated as of June 21, 2016, with the initial purchasers in the offering of the 5.00% Convertible Senior Notes . The Convertible Notes Registration Rights Agreement requires the Company (i) to file with the SEC a shelf registration statement covering resales of the shares of common stock, if any, issuable upon conversion of the 5.00% Convertible Senior Notes and in respect of any make-whole premium, (ii) to use its best efforts to cause, if not a well-known seasoned issuer, such shelf registration statement to be declared effective by the SEC within 180 days after June 21, 2016, and (iii) to use its best efforts to keep such shelf registration statement effective until the earlier of (A) the 120 th calendar day immediately following the maturity date of the 5.00% Convertible Senior Notes or (B) the date on which there are no longer outstanding any 5.00% Convertible Senior Notes or restricted shares of the common stock that have been received upon conversion of the 5.00% Convertible Senior Notes or in respect of any make-whole premium. If the Company does not fulfill its obligations under the Convertible Notes Registration Rights Agreement, it will be required to pay the holders of the 5.00% Convertible Senior Notes liquidated damages in the form of additional interest on the 5.00% Convertible Senior Notes . Such additional interest will accrue at a rate per year equal to: (i) 0.25% of the principal amount of the 5.00% Convertible Senior Notes to, and including, the 90 th day following such registration default and (ii) 0.50% of the principal amount of the 5.00% Convertible Senior Notes from, and after, the 91 st day following such registration default. In no event will the liquidated damages exceed 0.50% per year. In connection with the issuance by the Company of its 2.50% convertible subordinated bridge notes (the “Bridge Notes”), the Company entered into a registration rights agreement (the “Bridge Notes Registration Rights Agreement”), dated as of July 14, 2016 with the purchasers of the Bridge Notes. The Bridge Notes Registration Rights Agreement required the Company to file with the SEC a shelf registration statement covering resales of the shares of common stock, if any, issuable upon conversion of the Bridge Notes, (ii) to use its commercially reasonable efforts to cause such shelf registration statement to be declared effective by the SEC no later than (A) the earlier of December 14, 2016 or 60 days after the filing deadline for the shelf registration statement or (B) if earlier, five business days after the date on which the SEC informs the Company that it will not review the shelf registration statement, and (iii) to use its commercially reasonable efforts to keep such shelf registration statement effective until the earlier of (A) the date on which all of such shares have been sold, (B) the date on which such shares may be sold without volume restrictions under Rule 144 of the Securities Act of 1933, as amended, or (C) the third anniversary of the effective date of such shelf registration statement. If the Company does not fulfill its obligations under the Bridge Notes Registration Rights Agreement with respect to the filing deadline, effectiveness deadline, or effectiveness period of a registration statement, it will be required to pay the holders of the Bridge Notes liquidated damages in an amount in cash equal to 1.00% of such holder’s “Allocated Purchase Price,” which is the amount effectively paid by such holder for the Common Stock acquired upon conversion of the Bridge Notes, per calendar month or portion thereof prior to the cure of such event of default. The maximum payment of liquidated damages to any such holder associated with all events of default will not exceed 5.00% of such holder’s Allocated Purchase Price. In connection with the Hawaii Refinery Expansion, we entered into a registration rights agreement with IES (the "IES Registration Rights Agreement"). Under the IES Registration Rights Agreement, we agreed to file with the SEC within three (3) days after the closing date of the Hawaii Refinery Expansion and to use our commercially reasonable efforts to cause to become effective a registration statement relating to the resales of the common stock issued in connection with the Hawaii Refinery Expansion (the “IES Shares”), with an effectiveness deadline as promptly as practicable after filing of the prospectus relating to the registration statement, but in no event later than (i) ninety (90) days after the closing of the Hawaii Refinery Expansion, or (ii) if earlier, three (3) business days after the date on which the SEC informs us (A) that the SEC will not review the registration statement or (B) that we may request acceleration of the effectiveness of the registration statement. We also agreed to use our commercially reasonable efforts to keep the registration statement effective until the earliest to occur of (a) the disposition of the IES Shares, (b) the availability under Rule 144 for each holder of the IES Shares to immediately freely resell such IES Shares without notice, current information, manner of sale, or volume restrictions, or (c) the fifth anniversary of the effective date of the registration statement. The registration statement required by the IES Rights Agreement was filed with the SEC on December 21, 2018. In connection with the Washington Refinery Acquisition (as defined in Note 22—Subsequent Events ), we entered into a registration rights agreement with the seller of U.S. Oil (the "USOR Registration Rights Agreement"). Under the USOR Registration Rights Agreement, we agreed to file with the SEC within five (5) days after the closing date of the Washington Refinery Acquisition and to use our commercially reasonable efforts to cause to become effective a registration statement relating to the resales of 2,363,776 shares of our common stock issued in connection with the Washington Refinery Acquisition (the “USOR Shares”), with an effectiveness deadline as promptly as practicable after filing of the prospectus relating to the registration statement, but in no event later than (i) sixty (60) days after the closing of the Washington Refinery Acquisition, or (ii) if earlier, five (5) business days after the date on which the SEC informs us (A) that the SEC will not review the registration statement or (B) that we may request the effectiveness of the registration statement and we make such request. In addition, the USOR Registration Rights Agreement provides the holders of the USOR Shares with certain customary demand, shelf takedown, and piggyback registration rights, subject to certain exceptions and to certain customary limitations (including with respect to minimum offering size and maximum number of demands and underwritten shelf takedowns). The registration statement required by the USOR Registration Rights Agreement was filed with the SEC on January 16, 2019. Incentive Plans Our incentive compensation plans are described below. Long Term Incentive Plan On December 20, 2012, our Board of Directors (“Board”) approved the Par Petroleum Corporation 2012 Long Term Incentive Plan (“Incentive Plan” or “LTIP”). Under the Incentive Plan, the Board, or a committee of the Board, may grant incentive stock options, nonstatutory stock options, restricted stock, and restricted stock units to directors and other employees or those of our subsidiaries. On February 16, 2016 and February 27, 2018 , the Board approved the amendment and restatement of the Incentive Plan to increase the number of shares issuable under the Amended and Restated LTIP. The Company’s shareholders ratified the amended and restated Incentive Plan on June 2, 2016 and May 8, 2018 , respectively. The maximum number of shares that may be granted under the LTIP is 6.0 million shares of common stock. At December 31, 2018 , 2.3 million shares were available for future grants and awards under the LTIP. Restricted stock and restricted stock units awarded under the Incentive Plan are subject to restrictions, terms, and conditions, including forfeitures, as may be determined by the Board. During the period in which such restrictions apply, unless specifically provided otherwise in accordance with the terms of the Incentive Plan, the recipient of the restricted stock would be the record owner of the shares and have all of the rights of a stockholder with respect to the shares, including the right to vote and the right to receive dividends or other distributions made or paid with respect to the shares. The recipient of restricted stock units shall not have any of the rights of a stockholder of the Company; the Compensation Committee of the Board shall be entitled to specify with respect to any restricted stock unit award that upon the payment of a dividend by the Company, the Company will hold in escrow an amount in cash equal to the dividend that would have been paid on the restricted stock units had they been converted into the same number of shares of common stock and held by the recipient on that date. Upon adjustment and vesting of the restricted stock unit, any cash payment due with respect to such dividends shall be made to the recipient. The fair value of the restricted stock and stock units is generally determined based upon the quoted market price of our common stock on the date of grant. Restricted stock awards generally vest ratably over a four -year period. Restricted stock units do not vest ratably, rather they vest in full at the end of three years. Stock options are issued with an exercise price equal to the fair market value of our common stock on the date of grant and are subject to such other terms and conditions as may be determined by the Board. The options generally expire eight years from the grant date, unless granted by the Board for a shorter term. Option grants generally vest ratably over a four -year period. Stock Purchase Plan On June 12, 2014, the Board adopted a Stock Purchase Plan (as amended, the “SPP”) plan. The SPP is limited to the Company’s qualifying executive officers and directors who qualify as accredited investors under Rule 501(a) of the Securities Act of 1933, as amended. The SPP provides that each participant may, subject to compliance with securities laws and other regulations and only during “window periods” as described in our insider trading policy as in effect from time to time, until the later to occur of (a) December 31, 2015 or (b) the eighteen month anniversary of the date that the participant commenced his or her employment or service with us, purchase, in a single transaction, up to $1 million of shares of our common stock (“the SPP Shares”) at a per share purchase price equal to the closing price of the common stock on the date of purchase. The sale or transfer of the SPP Shares by such participant would be limited for the earlier of (i) two years from the date of purchase or (ii) the termination of the participant’s service with us or any affiliates for any reason. Additionally, the SPP provides that each purchasing participant will be granted a number of shares of restricted common stock under the Incentive Plan equal to 20% of the SPP Shares purchased with 50% of the restricted common stock vesting on each of the two annual anniversaries of the date of grant. Each purchasing participant will also be granted nonstatutory stock options with a 5 -year term to purchase a number of shares of common stock under the Incentive Plan (with an exercise price equal to the Fair Market Value as defined in the Incentive Plan on the date of grant) equal to certain specified percentages of the SPP Shares purchased based on a Black-Scholes model with 50% of the options vesting on each of the two annual anniversaries of the date of grant. Such percentages are as follows: 50% for a non-employee chairman of the Board, 35% for non-employee members of the Board, and 50% - 70% for executive officers. The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Incentive Plan and Stock Purchase Plan (in thousands): Years Ended December 31, 2018 2017 2016 Restricted Stock Awards $ 3,483 $ 4,263 $ 2,975 Restricted Stock Units $ 835 $ 502 $ 1,255 Stock Option Awards $ 1,878 $ 2,439 $ 2,352 Employee Stock Purchase Plan On February 27, 2018 , our Board approved the Par Pacific Holdings, Inc. 2018 Employee Stock Purchase Plan (“ESPP”). Beginning in 2019, eligible employees may elect to purchase the Company's common stock at 85% of the market price on the purchase date. Eligible employees may invest from 0% to 10% of their annual income subject to a $15 thousand annual maximum. The Board, or a committee of the Board, is authorized to set the market price discount percentages, any holding periods, and other purchasing terms and timing. The Company’s shareholders ratified the ESPP on May 8, 2018 . The maximum number of shares that may be granted under the ESPP is 500 thousand shares of common stock. As of December 31, 2018 , no purchases had been made under the ESPP. Restricted Stock Awards and Restricted Stock Units The following table summarizes our restricted stock activity, including performance restricted stock units, (in thousands, except per share amounts): Shares Weighted- Unvested balance at December 31, 2017 543 $ 16.23 Granted 309 $ 17.45 Vested (184 ) $ 17.62 Forfeited (41 ) $ 17.39 Unvested balance at December 31, 2018 627 $ 17.14 The total fair value of restricted stock and restricted stock units that vested during the years ended December 31, 2018 , 2017 , and 2016 was $3.3 million , $4.0 million , and $3.6 million , respectively. The estimated weighted-average grant-date fair value per share of restricted stock and restricted stock units granted during the years ended December 31, 2018 , 2017 , and 2016 was $17.45 , $15.25 , and $17.32 , respectively. As of December 31, 2018 , 2017 , and 2016 , there was approximately $5.8 million , $5.7 million , and $6.2 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 2.46 years, 2.39 years, and 2.50 years, respectively. During the year s ended December 31, 2018 and 2017 , we granted 49 thousand and 45 thousand performance restricted stock units to executive officers, respectively. These performance restricted stock units had a fair value of approximately $0.8 million and $0.7 million , respectively, and are subject to certain annual performance targets as defined by our Board of Directors. As of December 31, 2018 , there were approximately $0.9 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 1.87 years. Stock Option Grants The fair value of each option is estimated on the grant date using the Black-Scholes option pricing model. The expected term represents the period of time that options are expected to be outstanding and is based upon the term of the option. The expected volatility represents the extent to which our stock price is expected to fluctuate between the grant date and the expected term of the award. We do not use an expected dividend yield in our fair value measurement as we are restricted from payment of dividends. The risk-free rate is the implied yield available on U.S. Treasury securities with a remaining term equal to the expected term of the option at the date of grant. The weighted-average assumptions used to measure stock options granted during 2018 , 2017 , and 2016 are presented below. 2018 2017 2016 Expected life from date of grant (years) 5.3 5.3 4.4 Expected volatility 36.2% 42.0% 39.8% Expected dividend yield —% —% —% Risk-free interest rate 2.50% 1.97% 1.16% The following table summarizes our stock option activity (in thousands, except per share amounts): Number of Options Weighted-Average Weighted-Average Aggregate Outstanding balance at December 31, 2017 1,979 $ 19.52 5.5 $ 1,431 Issued 252 17.34 Outstanding balance at December 31, 2018 2,231 $ 19.27 4.8 $ — Exercisable, end of year 1,440 $ 19.66 3.8 $ — The estimated weighted-average grant-date fair value per share of options granted during the year ended December 31, 2018 , 2017 , and 2016 was $6.30 , $5.81 , and $3.79 , respectively. As of December 31, 2018 and 2017 , there were approximately $3.4 million and $3.5 million , respectively, of total unrecognized compensation costs related to stock option awards, that are expected to be recognized on a straight-line basis over a weighted-average period of 2.32 and 1.74 years, respectively. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Note 17—Benefit Plans Defined Contribution Plan We maintain a defined contribution plan for our employees. All eligible employees may participate in this plan after thirty days of service. We match employee contributions up to a maximum of 6% of the employee’s eligible compensation, with the employer contributions vesting at 100% immediately. For the years ended December 31, 2018 , 2017 , and 2016 , we made contributions to the plans totaling approximately $4.0 million , $3.6 million , and $3.2 million , respectively. Defined Benefit Plan We maintain a defined benefit pension plan (the “Benefit Plan”) covering substantially all our Wyoming Refining employees. Benefits are based on years of service and the employee’s highest average compensation received during five consecutive years of the last ten years of employment. Our funding policy is to contribute annually an amount equal to the pension expense, subject to the minimum funding requirements of the Employee Retirement Income Security Act of 1974 and the tax deductibility of such contributions. In December 2016, the Benefit Plan was amended (the “Plan Amendment”) to freeze all future benefit accruals for salaried plan participants. The Plan Amendment reduced the projected benefit obligation by $3.1 million as of December 31, 2016. The curtailment gain of $3.1 million was recognized in Gain on curtailment of pension obligation in our consolidated statement of operations for the year ended December 31, 2016. The changes in the projected benefit obligation and the fair value of plan assets of our Benefit Plan for the years ended December 31, 2018 and 2017 were as follows (in thousands): 2018 2017 Changes in projected benefit obligation: Projected benefit obligation as of the beginning of the period $ 30,877 $ 28,914 Service cost 548 614 Interest cost 1,107 1,192 Actuarial (gain) loss (2,917 ) 1,091 Benefits paid (2,076 ) (934 ) Projected benefit obligation as of December 31 $ 27,539 $ 30,877 Changes in fair value of plan assets: Fair value of plan assets as of the beginning of the period $ 23,461 $ 21,345 Actual return on plan assets (1,131 ) 3,050 Benefits paid (2,076 ) (934 ) Fair value of plan assets as of December 31 $ 20,254 $ 23,461 The underfunded status of our Benefit Plans is recorded within Other liabilities in our consolidated balance sheets. The reconciliation of the underfunded status of our Benefit Plans of December 31, 2018 and 2017 was as follows: 2018 2017 Projected benefit obligation $ 27,539 $ 30,877 Fair value of plan assets 20,254 23,461 Underfunded status $ 7,285 $ 7,416 Gross amounts recognized in accumulated other comprehensive income: (1) Net actuarial gain $ 3,494 $ 2,965 ____________________________________________________ (1) As of December 31, 2018 , we had $0.1 million in accumulated other comprehensive income that is expected to be amortized into net periodic benefit cost in 2019 . Weighted-average assumptions used to measure our projected benefit obligation as of December 31, 2018 and 2017 and net periodic benefit costs for the years ended December 31, 2018 and 2017 and the period from July 14, 2016, the date of acquisition, to December 31, 2016 are as follows: 2018 2017 2016 Projected benefit obligation: Discount rate (1) 4.20 % 3.65 % 4.20 % Rate of compensation increase 3.00 % 3.00 % 4.30 % Net periodic benefit costs: Discount rate (1) 3.65 % 4.20 % 3.80 % Expected long-term rate of return (2) 6.50 % 6.25 % 7.00 % Rate of compensation increase 3.00 % 4.30 % 4.03 % _________________________________________________________ (1) In determining the discount rate, we use yields on high-quality fixed income investments with payments matched to the estimated distributions of benefits from our plans. (2) The expected long-term rate of return is based on a blend of historic returns of equity and debt securities. The net periodic benefit cost (credit) for the years ended December 31, 2018 and 2017 and the period from July 14, 2016 to December 31, 2016 includes the following components: 2018 2017 2016 Components of net periodic benefit cost (credit): Service cost $ 548 $ 614 $ 668 Interest cost 1,107 1,192 598 Expected return on plan assets (1,258 ) (1,189 ) (686 ) Plan amendment effect — — (3,067 ) Net periodic benefit cost (credit) $ 397 $ 617 $ (2,487 ) The Interest cost and Expected return on plan assets components of net periodic benefit cost are included in Other income (expense), net in our consolidated statement of operations for the years ended December 31, 2018 , 2017 , and 2016 . The Service cost component of net periodic benefit cost is included in Operating expense (excluding depreciation) in our consolidated statement of operations for the years ended December 31, 2018 , 2017 , and 2016 . The weighted-average asset allocation at December 31, 2018 is as follows: Target Actual Asset category: Equity securities 54 % 54 % Debt securities 35 % 33 % Real estate 11 % 13 % Total 100 % 100 % We have a long-term, risk-controlled investment approach using diversified investment options with minimal exposure to volatile investment options like derivatives. Our Benefit Plan assets are invested in pooled separate accounts administered by the Benefit Plan custodian. The underlying assets in the pooled separate accounts are invested in equity securities, debt securities, and real estate. The pooled separate accounts are valued based upon the fair market value of the underlying investments and are deemed to be Level 2. We do not intend to make any contributions to the pension plan during 2019 . Based on current data and assumptions, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years : Year Ended 2019 $ 1,140 2020 1,260 2021 1,130 2022 1,200 2023 1,270 Thereafter 7,460 $ 13,460 |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Income (loss) per Share | Note 18—Income (Loss) Per Share Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders 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, 354 thousand shares, and 347 thousand shares for the years ended December 31, 2018 , 2017 , and 2016 , respectively. 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 loss per share (in thousands, except per share amounts): Year Ended December 31, 2018 2017 2016 Net income (loss) $ 39,427 $ 72,621 $ (45,835 ) Less: Undistributed income allocated to participating securities (1) 556 878 — Net income (loss) attributable to common stockholders 38,871 71,743 (45,835 ) Plus: Net income effect of convertible securities — — — Numerator for diluted income (loss) per common share $ 38,871 $ 71,743 $ (45,835 ) Basic weighted-average common stock shares outstanding 45,726 45,543 42,349 Add dilutive effects of common stock equivalents (2) 29 40 — Diluted weighted-average common stock shares outstanding 45,755 45,583 42,349 Basic income (loss) per common share $ 0.85 $ 1.58 $ (1.08 ) Diluted income (loss) per common share $ 0.85 $ 1.57 $ (1.08 ) ________________________________________________________ (1) Participating securities includes 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 year ended December 31, 2016. For the year ended December 31, 2018 , our calculation of dilutive shares outstanding excluded 68 thousand shares of unvested restricted stock and 1.3 million stock options. For the year ended December 31, 2017 , our calculation of dilutive shares outstanding excluded 65 thousand shares of unvested restricted stock and 1.3 million stock options. For the year ended December 31, 2016 , our calculation of dilutive shares outstanding excluded 451 thousand shares of unvested restricted stock and 1.3 million stock options. As discussed in Note 12—Debt , we have the option of settling the 5.00% Convertible Senior Notes issued in June 2016 in cash or shares of common stock, or any combination thereof, upon conversion. For the years ended December 31, 2018 , 2017 , and 2016 , diluted income (loss) per share was determined using the if-converted method. Our calculation of diluted shares outstanding for years ended December 31, 2018 , 2017 , and 2016 excluded 6.4 million common stock equivalents, as the effect would be anti-dilutive. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 19—Income Taxes We have approximately $1.5 billion in net operating loss carryforwards (“NOL carryforwards”); however, we currently have a valuation allowance against this and substantially all of our other deferred taxed assets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future results of operations, and tax planning strategies in making this assessment. On December 22, 2017, the Tax Cuts and Jobs Act was signed into law. Certain provisions of the Tax Cuts and Jobs Act may also limit our ability to utilize our net operating tax loss carryforwards. Based upon the level of historical taxable income, significant book losses during the prior periods, and projections for future results of operations over the periods in which the deferred tax assets are deductible, among other factors, management concluded that we did not meet the “more likely than not” requirement in order to recognize deferred tax assets and therefore, a valuation allowance has been recorded for substantially all of our net deferred tax assets at December 31, 2018 and 2017 . In connection with our emergence from bankruptcy on August 31, 2012, we experienced an ownership change as defined under Section 382 of the Code. Section 382 generally places a limit on the amount of NOL carryforwards and other tax attributes arising before an ownership change that may be used to offset taxable income after an ownership change. We believe that we have qualified for an exception to the general limitation rules. This exception under Code Section 382(l)(5) provides for substantially less restrictive limitations on our NOL carryforwards; however, the NOL carryforwards would have been eliminated if we had experienced another ownership change within the two year period following our Bankruptcy. Our amended and restated certificate of incorporation places restrictions upon the ability of certain equity interest holders to transfer their ownership interest in us. These restrictions are designed to provide us with the maximum assurance that another ownership change does not occur that could adversely impact our NOL carryforwards. During the years ended December 31, 2018 , 2017 , and 2016 , no adjustments were recognized for uncertain tax benefits. Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The Tax Cuts and Jobs Act lowered the Federal corporate tax rate from 35% to 21% and made numerous other tax law changes. GAAP requires companies to recognize the effect of tax law changes in the period of enactment. During 2018, we recorded a benefit for the release of $0.7 million of our valuation allowance to offset future temporary differences associated with the interest expense carryforwards available under the Tax Cuts and Jobs Act. During 2017, as a result of the change in rate, we remeasured our net deferred tax assets and the associated valuation allowance by $207.7 million . We also released $0.8 million of valuation allowance related to Alternative Minimum Tax ("AMT") credit carried forward from prior years that became refundable in connection with the Tax Cuts and Jobs Act. During 2016, we recorded a benefit for the release of $8.6 million of our valuation allowance to offset future temporary differences associated with the 5.00% Convertible Senior Notes . During 2019 and thereafter, we will continue to assess the realizability of our deferred tax assets based on consideration of actual and projected operating results and tax planning strategies. Should actual operating results improve, the amount of the deferred tax asset considered more likely than not to be realizable could be increased. Income (loss) before income taxes related to our foreign operations was a loss of $1.4 million for the year ended December 31, 2016. We had no income (loss) from foreign operations for the years ended December 31, 2018 and 2017 . Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Current: U.S.—Federal $ (328 ) $ — $ — U.S.—State — 2 23 Deferred: U.S.—Federal 426 (1,321 ) (7,046 ) U.S.—State 235 — (889 ) Total $ 333 $ (1,319 ) $ (7,912 ) Income tax expense was different from the amounts computed by applying U.S. Federal income tax rate to pretax income as a result of the following: Year Ended December 31, 2018 2017 2016 Federal statutory rate 21.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 0.6 % — % 1.6 % Expiration of capital loss carryover — % — % (17.6 )% Change in valuation allowance related to current activity (21.3 )% (30.1 )% 9.2 % Change in valuation allowance related to change in tax rate — % (291.2 )% — % Change in tax rate — % 291.2 % — % Permanent items 1.3 % 1.1 % (5.7 )% Provision to return adjustments and other (0.8 )% (7.9 )% (7.8 )% Actual income tax rate 0.8 % (1.9 )% 14.7 % Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss $ 396,033 $ 388,317 Property and equipment 8,323 9,862 Intangible assets 444 — Other 17,886 10,263 Total deferred tax assets 422,686 408,442 Valuation allowance (394,196 ) (383,253 ) Net deferred tax assets 28,490 25,189 Deferred tax liabilities: Investment in Laramie Energy 26,981 18,140 Convertible notes 2,658 3,193 Intangible assets — 3,978 Other 496 863 Total deferred tax liabilities 30,135 26,174 Total deferred tax liability, net $ (1,645 ) $ (985 ) We have NOL carryforwards as of December 31, 2018 of $1.5 billion for federal income tax purposes. If not utilized, the NOL carryforwards will expire during 2027 through 2036 . As noted above, we also have AMT Credit Carryovers of $1.4 million which are refundable under the U.S. tax reform legislation effective tax year 2018. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 20—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, and, beginning in the first quarter of 2018, the results of operations of Northwest Retail are included in our retail segment. We recast the segment information for the years ended December 31, 2016 to reflect the elimination of the Texadian segment as a reportable segment beginning in the first quarter of 2017. As of December 31, 2017, Texadian had ceased its business operations other than the disposal of certain assets and liquidation of inventory. Our Corporate and Other reportable segment now primarily includes general and administrative costs. Summarized financial information concerning reportable segments consists of the following (in thousands): For the year ended December 31, 2018 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 3,210,067 $ 125,743 $ 441,040 $ (366,122 ) $ 3,410,728 Cost of revenues (excluding depreciation) 2,957,995 77,712 333,664 (366,255 ) 3,003,116 Operating expense (excluding depreciation) 146,320 7,782 61,182 — 215,284 Depreciation, depletion, and amortization 32,483 6,860 8,962 4,337 52,642 General and administrative expense (excluding depreciation) — — — 47,426 47,426 Acquisition and integration costs — — — 10,319 10,319 Operating income (loss) $ 73,269 $ 33,389 $ 37,232 $ (61,949 ) $ 81,941 Interest expense and financing costs, net (39,768 ) Debt extinguishment and commitment costs (4,224 ) Other income, net 1,046 Change in value of common stock warrants 1,801 Change in value of contingent consideration (10,500 ) Equity earnings from Laramie Energy, LLC 9,464 Income before income taxes 39,760 Income tax expense (333 ) Net income $ 39,427 Total assets $ 968,623 $ 130,138 $ 201,848 $ 160,125 $ 1,460,734 Goodwill 53,264 37,373 62,760 — 153,397 Capital expenditures 25,601 13,055 6,101 3,682 48,439 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $365.5 million for the year ended December 31, 2018 . For the year ended December 31, 2017 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 2,319,638 $ 121,470 $ 326,076 $ (324,118 ) $ 2,443,066 Cost of revenues (excluding depreciation) 2,062,804 66,301 249,097 (323,575 ) 2,054,627 Operating expense (excluding depreciation) 141,065 15,010 45,941 — 202,016 Depreciation, depletion, and amortization 29,753 6,166 6,338 3,732 45,989 General and administrative expense (excluding depreciation) — — — 46,078 46,078 Acquisition and integration costs — — — 395 395 Operating income (loss) $ 86,016 $ 33,993 $ 24,700 $ (50,748 ) $ 93,961 Interest expense and financing costs, net (31,632 ) Debt extinguishment and commitment costs (8,633 ) Other income, net 911 Change in value of common stock warrants (1,674 ) Equity earnings from Laramie Energy, LLC 18,369 Income before income taxes 71,302 Income tax benefit 1,319 Net income $ 72,621 Total assets $ 949,588 $ 118,304 $ 128,966 $ 150,549 $ 1,347,407 Goodwill 53,264 37,373 16,550 — 107,187 Capital expenditures 10,433 8,836 7,073 5,366 31,708 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $325.2 million for the year ended December 31, 2017 . For the year ended December 31, 2016 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 1,702,463 $ 102,779 $ 290,402 $ (230,599 ) $ 1,865,045 Cost of revenues (excluding depreciation) 1,580,014 65,439 220,545 (229,659 ) 1,636,339 Operating expense (excluding depreciation) 115,818 11,239 41,291 1,023 169,371 Depreciation, depletion, and amortization 17,565 4,679 6,372 3,001 31,617 General and administrative expense (excluding depreciation) — — — 42,073 42,073 Acquisition and integration costs — — — 5,294 5,294 Operating income (loss) $ (10,934 ) $ 21,422 $ 22,194 $ (52,331 ) $ (19,649 ) Interest expense and financing costs, net (28,506 ) Debt extinguishment and commitment costs — Gain on curtailment of pension obligation 3,067 Other expense, net (10 ) Change in value of common stock warrants 2,962 Change in value of contingent consideration 10,770 Equity losses from Laramie Energy, LLC (22,381 ) Loss before income taxes (53,747 ) Income tax benefit 7,912 Net loss $ (45,835 ) Total assets $ 772,438 $ 120,443 $ 122,570 $ 129,982 $ 1,145,433 Goodwill 53,037 36,145 16,550 — 105,732 Capital expenditures 15,106 1,344 4,375 4,008 24,833 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $271.9 million for the year ended December 31, 2016 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 21—Related Party Transactions Term Loan Certain of our stockholders, or affiliates of our stockholders, were the lenders under our Term Loan. In previous years, they received common stock warrants exercisable for shares of common stock in connection with the origination of the Term Loan. On June 15, 2016 , the Term Loan was amended to permit (i) the issuance of the 5.00% Convertible Senior Notes , (ii) the issuance of the Bridge Notes, and (iii) the WRC Acquisition . We paid a consent fee of $2.5 million in connection with this amendment, $1.3 million of which was paid to an affiliate of Whitebox, one of our largest stockholders. On June 21, 2016 , we repaid $5 million of the Term Loan pursuant to the terms of the amendment, $3.3 million of which was allocated to an affiliate of Whitebox. On June 30, 2017, we fully repaid and terminated the Term Loan. Convertible Notes Offering In June 2016, we issued $115 million in aggregate principal amount of our 5.00% Convertible Senior Notes in a private placement under Rule 144A in the Notes Offering. Please read Note 12—Debt for further discussion. Prior to the Notes Offering, we also entered into a backstop convertible note commitment letter with funds managed by Highbridge Capital Management, LLC (“Highbridge”) and funds managed on behalf of Whitebox (collectively, the “Backstop Convertible Note Purchasers”), pursuant to which the Backstop Convertible Note Purchasers committed to purchase $100 million aggregate principal amount of senior unsecured convertible notes due 2021, which would be issued in a private offering pursuant to an exemption from the registration requirements of the Securities Act. The obligations of the Backstop Convertible Note Purchasers to purchase convertible notes automatically terminated upon the consummation of the Notes Offering, provided that each of the Back Up Convertible Note Purchasers and their respective affiliates were allocated the opportunity to purchase at least $32.5 million of the 5.00% Convertible Senior Notes offered in the Notes Offering. Affiliates of Whitebox and Highbridge purchased an aggregate of $47.5 million and $40.4 million , respectively, principal amount of the 5.00% Convertible Senior Notes in the Notes Offering. Equity Group Investments (“EGI”) - Service Agreement On September 17, 2013, we entered into a letter agreement (“Services Agreement”) with EGI, an affiliate of Zell Credit Opportunities Fund, LP (“ZCOF”), which own 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 years ended December 31, 2018 , 2017 , or 2016 . Bridge Notes Commitment and Issuance On June 14, 2016 , we entered into a Bridge Notes commitment letter (the “Bridge Notes Commitment Letter”) with entities affiliated with EGI and Highbridge pursuant to which such parties committed to purchase an aggregate of up to $52.6 million of Bridge Notes. We paid a fee, in the amount of 5.0% of their respective commitments, to each of the entities affiliated with EGI and Highbridge who had committed to purchasing Bridge Notes pursuant to the Bridge Notes Commitment Letter. This fee was deducted from the proceeds received at the Bridge Notes closing in July 2016. On September 22, 2016 , we repaid $49 million of the outstanding interest and principal on the Bridge Notes and converted the remaining outstanding principal amount on the Bridge Notes into 272,733 shares of our common stock. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22—Subsequent Events Washington Refinery Acquisition On November 26, 2018 , we entered into a Purchase and Sale Agreement to acquire U.S. Oil & Refining Co. and certain affiliated entities (collectively, “ U.S. Oil ”), a privately-held downstream business, for $358 million plus net working capital (the “ Washington Refinery Acquisition ”). The Washington Refinery Acquisition includes a 42 Mbpd refinery, a marine terminal, a unit train-capable rail loading terminal, and 2.9 MMbbls of refined product and crude oil storage. The refinery and associated logistics system are strategically located in Tacoma, Washington, and currently serve the Pacific Northwest market. On January 11, 2019 , we completed the Washington Refinery Acquisition for a total purchase price of $326.7 million , including acquired working capital, consisting of cash consideration of $289.7 million and approximately 2.4 million shares of Par’s common stock issued to the seller of U.S. Oil. The cash consideration was funded in part through cash on hand, proceeds from borrowings under the GS Term Loan Facility (as defined below) of $250.0 million and proceeds from borrowings under a term loan from the Bank of Hawaii of $45.0 million . During December 2018 and January 2019, we incurred $4.2 million and $5.4 million of commitment fees associated with the funding of the Washington Refinery Acquisition , respectively. Such commitment fees are presented as Debt extinguishment and commitment costs on our consolidated statements of operations. We will account for the Washington Refinery Acquisition as a business combination whereby the purchase price will be allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of the acquisition. We are in the process of developing an initial estimate of the fair value of the assets acquired and liabilities assumed as part of the Washington Refinery Acquisition . On January 11, 2019 , in connection with the consummation of the Washington Refinery Acquisition , we entered into a new term loan facility with Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto from time to time (the “ GS Term Loan Facility ”). Pursuant to the GS Term Loan Facility , the lenders made a term loan to the borrowers in the amount of $250.0 million (the “ GS Term Loan ”) on the closing date. The net proceeds from the GS Term Loan totaled $228.9 million after deducting the original issue discount, deferred financing costs, and commitment and other fees. Loans under the GS Term Loan will bear interest at a rate per annum equal to Adjusted LIBOR (as defined in the GS Term Loan Facility ) plus an applicable margin of 6.75% or at a rate per annum equal to Alternate Base Rate (as defined in the GS Term Loan Facility ) plus an applicable margin of 5.75% . The GS Term Loan matures on January 11, 2026 . On January 9, 2019, we entered into a loan agreement (the “ Par Pacific Term Loan Agreement ”) with Bank of Hawaii (“BOH”). Pursuant to the Par Pacific Term Loan Agreement , BOH made a loan to the Company in the amount of $45.0 million (the “ Par Pacific Term Loan ”). During the term of the Par Pacific Term Loan , the interest rate on the outstanding principal balance will be a floating rate equal to 3.50% above the applicable LIBOR rate (as defined in the Par Pacific Term Loan Agreement ) subject to an increased default interest rate in the event of a default. The unpaid principal balance of the Par Pacific Term Loan will be due and payable in full on July 9, 2019 . In connection with the consummation of the Washington Refinery Acquisition , we assumed an intermediation arrangement (the “Washington Refinery Intermediation Agreement”) with Merrill Lynch Commodities, Inc. ("MLC") that provides a structured financing arrangement based on U.S. Oil ’s crude oil and refined products inventories and associated accounts receivables. Under this arrangement, U.S. Oil purchases crude oil supplied from third-party suppliers, and MLC provides credit support for such crude oil purchases. MLC’s credit support can consist of either providing a payment guaranty or causing the issuance of a letter of credit from a third party issuing bank. U.S. Oil holds title to all crude oil and refined products inventories at all times and pledges such inventories, together with all receivables arising from the sales of same, exclusively to MLC. During the remaining term of the Washington Refinery Intermediation Agreement, MLC will make receivable advances to U.S. Oil based on an advance rate of 95% of eligible receivables, up to a total receivables advance maximum of $90.0 million , and additional advances based on crude oil and products inventories. The Washington Refinery Intermediation Agreement expires on December 31, 2019. On March 4, 2019, Laramie entered into a binding agreement to divest an insignificant amount of producing property for approximately $17.5 million . |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | Note 23—Quarterly Financial Data (Unaudited) Summarized quarterly data for the years ended December 31, 2018 and 2017 consist of the following (in thousands, except per share amounts): Year Ended December 31, 2018 Q1 Q2 Q3 Q4 Revenues $ 765,439 $ 856,396 $ 909,781 $ 879,112 Operating income 27,656 28,983 4,894 20,408 Net income (loss) 15,185 16,178 (5,822 ) 13,886 Net income (loss) per share Basic $ 0.33 $ 0.35 $ (0.13 ) $ 0.30 Diluted $ 0.33 $ 0.35 $ (0.13 ) $ 0.30 Year Ended December 31, 2017 Q1 Q2 Q3 Q4 Revenues $ 605,253 $ 564,245 $ 610,506 $ 663,062 Operating income 29,189 16,451 26,716 21,605 Net income 27,786 7,006 18,824 19,005 Net income per share Basic $ 0.60 $ 0.15 $ 0.41 $ 0.41 Diluted $ 0.58 $ 0.15 $ 0.41 $ 0.41 |
Supplemental Oil and Gas Disclo
Supplemental Oil and Gas Disclosures | 12 Months Ended |
Dec. 31, 2018 | |
Extractive Industries [Abstract] | |
Supplemental Oil and Gas Disclosures | Note 24—Supplemental Oil and Gas Disclosures (Unaudited) Capitalized costs related to oil and gas activities are as follows (in thousands): December 31, 2018 2017 Company Unproved properties $ — $ — Proved properties 400 400 400 400 Accumulated depreciation and depletion (293 ) (275 ) Total $ 107 $ 125 Company’s share of Laramie Energy Unproved properties $ 16,379 $ 13,728 Proved properties 473,763 382,789 490,142 396,517 Accumulated depreciation, depletion, and amortization (150,075 ) (111,119 ) Total $ 340,067 $ 285,398 Costs incurred in oil and gas activities including costs associated with assets retirement obligations, are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Company Development costs—other $ — $ — $ — Total $ — $ — $ — Company’s share of Laramie Energy Acquisition costs $ — $ — $ 65,324 Development costs—other 50,867 49,273 12,805 Total $ 50,867 $ 49,273 $ 78,129 For the years ended December 31, 2018 , 2017 , and 2016 , neither we nor Laramie Energy incurred exploratory well costs so no amounts were capitalized or expensed during these respective periods. Accordingly, there were no suspended exploratory well costs at December 31, 2018 , 2017 , and 2016 that were being evaluated. A summary of the results of operations for oil and gas producing activities, excluding general and administrative costs, is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Company Revenue Oil and gas revenues $ 51 $ 288 $ 190 Expenses Production costs 191 29 147 Depletion and amortization 17 66 69 Exploration — — — Abandoned and impaired properties — — — Results of operations of oil and gas producing activities $ (157 ) $ 193 $ (26 ) Company’s share of Laramie Energy Revenue Oil and gas revenues $ 93,493 $ 66,783 $ 43,607 Expenses Production costs 42,706 32,606 27,750 Depletion, depreciation, and amortization 26,819 21,277 17,534 Results of operations of oil and gas producing activities $ 23,968 $ 12,900 $ (1,677 ) Total results of operations of oil and gas producing activities $ 23,811 $ 13,093 $ (1,703 ) |
Oil and Gas Reserve Information
Oil and Gas Reserve Information | 12 Months Ended |
Dec. 31, 2018 | |
Extractive Industries [Abstract] | |
Oil and Gas Reserves Information | Oil and Gas Reserve Information There are numerous uncertainties inherent in estimating quantities of proved crude oil and natural gas reserves. Crude oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be precisely measured. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing, and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of crude oil and natural gas that are ultimately recovered. Estimates of our crude oil and natural gas reserves and present values as of December 31, 2018 , 2017 , and 2016 , were prepared by Netherland, Sewell & Associates, Inc., independent reserve engineers. A summary of changes in estimated quantities of proved reserves for the years ended December 31, 2018 , 2017 , and 2016 is as follows: Gas Oil NGLS Total (MMcf) (Mbbl) (Mbbl) (MMcfe) (1) Company Balance at January 1, 2016 188 6 — 224 Revisions of quantity estimate 196 3 8 262 Extensions and discoveries — — — — Production (54 ) (2 ) — (66 ) Balance at December 31, 2016 330 7 8 420 Revisions of quantity estimate 109 2 3 139 Extensions and discoveries — — — — Production (47 ) (2 ) — (59 ) Balance at December 31, 2017 (2) 392 7 11 500 Revisions of quantity estimate (269 ) (2 ) (10 ) (341 ) Extensions and discoveries — — — — Production (34 ) (1 ) — (40 ) Balance at December 31, 2018 (3) 89 4 1 119 Company ’ s share of Laramie Energy Balance at January 1, 2016, as revised 127,274 480 3,850 153,254 Revisions of quantity estimate 28,195 53 526 31,672 Extensions and discoveries 638 1 19 758 Acquisitions and divestitures 168,887 492 4,701 200,045 Production (15,192 ) (59 ) (552 ) (18,858 ) Balance at December 31, 2016, as revised 309,802 967 8,544 366,871 Revisions of quantity estimate 1,344 211 (434 ) 3 Extensions and discoveries (2) — — — — Acquisitions and divestitures — — — — Production (18,104 ) (71 ) (608 ) (22,178 ) Balance at December 31, 2017 (2) 293,042 1,107 7,502 344,696 Revisions of quantity estimate 47,871 732 5,602 85,875 Extensions and discoveries — — — — Acquisitions and divestitures 22,391 12 191 23,609 Production (25,513 ) (106 ) (712 ) (30,421 ) Balance at December 31, 2018 (3) 337,791 1,745 12,583 423,759 Total at December 31, 2018 337,880 1,749 12,584 423,878 __________________________________________________ (1) MMcfe is based on a ratio of 6 Mcf to 1 barrel. (2) During 2017 , the Company’s estimated proved reserves, inclusive of the Company’s share of Laramie Energy’s estimated proved reserves, decreased by 22,095 MMcfe or approximately 6% . Production volumes related to our share of Laramie Energy’s estimated proved reserves resulted in a decrease of 22,178 MMcfe. Beginning in 2017, Par has decided to base its determination of Laramie Energy proved undeveloped reserves on only a two year drilling and three year completion time horizon, which has resulted in negative revisions to our proved reserves of 17,216 MMcfe during 2017. The Company’s share of Laramie Energy’s revisions of quantity estimate also includes 30,362 MMcfe of positive revisions associated with 44 probable locations that were converted to proved developed reserves during 2017. These 44 locations converted to proved reserves during 2017 were not considered extensions because they were drilled in proved areas that are slightly offset to other proved locations. The remaining decrease in estimated proved reserves was due to performance and other changes to the Company’s share of Laramie Energy’s proved developed producing and developed non-producing reserves. (3) During 2018 , the Company’s estimated proved reserves, inclusive of the Company’s share of Laramie Energy’s estimated proved reserves, increased by 78,682 MMcfe or approximately 23% . The Company’s share of Laramie Energy’s revisions of quantity estimate increased primarily due to: 1) additions of 60,679 MMcfe of proved undeveloped reserves primarily located within Laramie Energy's northern acreage, 2) 11,614 MMcfe of positive revisions associated with 13 probable locations that were converted to proved developed reserves during 2018, and 3) 13,582 MMcfe of positive revisions due to performance improvements and other changes to the Company’s share of Laramie Energy’s proved developed and undeveloped reserves. Production volumes related to our share of Laramie Energy’s estimated proved reserves resulted in a decrease of 30,421 MMcfe. During 2018, Laramie Energy closed on a purchase and contribution agreement with an unaffiliated third party that contributed 23,609 MMcfe of proved developed reserves in the Piceance Basin. A summary of proved developed and undeveloped reserves for the years ended December 31, 2018 , 2017 , and 2016 is presented below: Gas Oil NGLS Total (MMcf) (Mbbl) (Mbbl) (MMcfe) (1) December 31, 2016 Proved developed reserves Company 330 7 8 420 Company’s share of Laramie Energy 159,500 516 4,349 188,690 Total 159,830 523 4,357 189,110 Proved undeveloped reserves Company — — — — Company’s share of Laramie Energy 150,302 451 4,195 178,181 Total 150,302 451 4,195 178,181 December 31, 2017 Proved developed reserves Company 392 7 11 500 Company’s share of Laramie Energy 174,464 658 4,589 205,946 Total 174,856 665 4,600 206,446 Proved undeveloped reserves Company — — — — Company’s share of Laramie Energy 118,578 449 2,913 138,750 Total 118,578 449 2,913 138,750 December 31, 2018 Proved developed reserves Company 89 4 1 119 Company’s share of Laramie Energy 256,363 1,420 8,868 318,091 Total 256,452 1,424 8,869 318,210 Proved undeveloped reserves Company — — — — Company’s share of Laramie Energy 81,428 325 3,715 105,668 Total 81,428 325 3,715 105,668 __________________________________________________ (1) MMcfe is based on a ratio of 6 Mcf to 1 barrel. Price per MMbtu WTI per Bbl Base pricing, before adjustments for contractual December 31, 2016 $ 2.29 $ 42.75 December 31, 2017 2.68 51.34 December 31, 2018 2.47 65.56 ______________________________________________ (1) Proved reserves are required to be calculated based on the 12-month, first day of the month historical average price in accordance with SEC rules. The prices shown above are base index prices to which adjustments are made for contractual deducts and other factors. Future net cash flows presented below are computed using applicable prices (as summarized above) and costs and are net of all overriding royalty revenue interests. December 31, 2018 2017 2016 (in thousands) Company Future net cash flows $ 398 $ 1,802 $ 1,154 Future costs Production 123 902 713 Development and abandonment 35 — 2 Income taxes (1) — — — Future net cash flows 240 900 439 10% discount factor (110 ) (328 ) (154 ) Discounted future net cash flows $ 130 $ 572 $ 285 Company’s share of Laramie Energy Future net cash flows $ 1,283,890 $ 1,026,005 $ 905,607 Future costs Production 583,112 491,748 462,684 Development and abandonment 93,546 109,248 136,224 Income taxes (1) — — — Future net cash flows 607,232 425,009 306,699 10% discount factor (288,130 ) (209,188 ) (165,557 ) Discounted future net cash flows $ 319,102 $ 215,821 $ 141,142 Total discounted future net cash flows $ 319,232 $ 216,393 $ 141,427 _______________________________________________ (1) No income tax provision is included in the standardized measure of discounted future net cash flows calculation shown above as we do not project to be taxable or pay cash income taxes based on its available tax assets and additional tax assets generated in the development of its reserves because the tax basis of its oil and gas properties and NOL carryforwards exceeds the amount of discounted future net earnings. The principal sources of changes in the standardized measure of discounted net cash flows for the years ended December 31, 2018 , 2017 , and 2016 are as follows (in thousands): Company Company's Share Total Balance at January 1, 2016 $ 192 $ 39,605 $ 39,797 Sales of oil and gas production during the period, net of production costs (62 ) (7,979 ) (8,041 ) Acquisitions and divestitures — 81,066 81,066 Net change in prices and production costs (20 ) 2,994 2,974 Changes in estimated future development costs 14 (8,575 ) (8,561 ) Extensions, discoveries, and improved recovery — 231 231 Revisions of previous quantity estimates, estimated timing of development and other 142 16,995 17,137 Previously estimated development and abandonment costs incurred during the period — 12,805 12,805 Accretion of discount 19 4,000 4,019 Balance at December 31, 2016 285 141,142 141,427 Sales of oil and gas production during the period, net of production costs (28 ) (29,911 ) (29,939 ) Net change in prices and production costs (60 ) 35,597 35,537 Revisions of previous quantity estimates, estimated timing of development and other 346 37,692 38,038 Previously estimated development and abandonment costs incurred during the period — 17,187 17,187 Accretion of discount 29 14,114 14,143 Balance at December 31, 2017 572 215,821 216,393 Sales of oil and gas production during the period, net of production costs (127 ) (47,165 ) (47,292 ) Acquisitions and divestitures — 35,182 35,182 Net change in prices and production costs 20 (1,365 ) (1,345 ) Revisions of previous quantity estimates, estimated timing of development and other (392 ) 54,311 53,919 Previously estimated development and abandonment costs incurred during the period — 40,736 40,736 Accretion of discount 57 21,582 21,639 Balance at December 31, 2018 $ 130 $ 319,102 319,232 |
Condended Financial Information
Condended Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Financial Information of Parent Company Only Disclosure | SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) BALANCE SHEETS (in thousands, except share data) December 31, 2018 December 31, 2017 ASSETS Current assets Cash and cash equivalents $ 28,701 $ 65,615 Restricted cash 743 744 Total cash, cash equivalents, and restricted cash 29,444 66,359 Prepaid and other current assets 11,711 11,768 Due from subsidiaries 43,928 8,113 Total current assets 85,083 86,240 Property and equipment Property, plant, and equipment 18,939 15,773 Less accumulated depreciation and depletion (9,034 ) (6,226 ) Property and equipment, net 9,905 9,547 Long-term assets Investment in subsidiaries 638,975 552,748 Other long-term assets 3,334 1,976 Total assets $ 737,297 $ 650,511 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 8,312 $ 4,510 Other accrued liabilities 12,349 12,913 Due to subsidiaries 96,963 82,524 Total current liabilities 117,624 99,947 Long-term liabilities Long-term debt 100,411 95,486 Common stock warrants 5,007 6,808 Long-term capital lease obligations 475 551 Other liabilities 1,451 — Total liabilities 224,968 202,792 Stockholders’ equity Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued — — Common stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2018 and December 31, 2017, 46,983,924 shares and 45,776,087 shares issued at December 31, 2018 and December 31, 2017, respectively 470 458 Additional paid-in capital 617,937 593,295 Accumulated deficit (108,751 ) (148,178 ) Accumulated other comprehensive income 2,673 2,144 Total stockholders’ equity 512,329 447,719 Total liabilities and stockholders’ equity $ 737,297 $ 650,511 This statement should be read in conjunction with the notes to consolidated financial statements. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF OPERATIONS (in thousands) Year Ended December 31, 2018 2017 2016 Operating expenses Depreciation and amortization 4,092 2,871 2,205 General and administrative expense (excluding depreciation) 20,721 18,922 15,618 Acquisition and integration costs 10,118 192 4,781 Total operating expenses 34,931 21,985 22,604 Operating loss (34,931 ) (21,985 ) (22,604 ) Other income (expense) Interest expense and financing costs, net (10,867 ) (13,709 ) (18,246 ) Debt extinguishment and commitment costs — (1,804 ) — Interest income from subsidiaries — — 583 Other income (expense), net 1,155 631 67 Change in value of common stock warrants 1,801 (1,674 ) 2,962 Equity in earnings (losses) of subsidiaries 81,942 111,162 (17,170 ) Total other income (expense), net 74,031 94,606 (31,804 ) Income (loss) before income taxes 39,100 72,621 (54,408 ) Income tax benefit 327 — 8,573 Net income (loss) $ 39,427 $ 72,621 $ (45,835 ) This statement should be read in conjunction with the notes to consolidated financial statements. STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2018 2017 2016 Net income (loss) $ 39,427 $ 72,621 $ (45,835 ) Other comprehensive income (loss): (1) Other post-retirement benefits income (loss), net of tax 529 (52 ) 2,196 Total other comprehensive income (loss) 529 (52 ) 2,196 Comprehensive income (loss) $ 39,956 $ 72,569 $ (43,639 ) ____________________________________________________ (1) Other comprehensive income (loss) relates to benefit plans at our subsidiaries. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2018 2017 2016 Cash flows from operating activities: Net income (loss) $ 39,427 $ 72,621 $ (45,835 ) Adjustments to reconcile net loss to cash provided by (used in) operating activities: Depreciation and amortization 4,092 2,871 2,205 Non-cash interest expense 4,925 5,617 13,722 Non-cash interest income from subsidiary — — (583 ) Change in value of common stock warrants (1,801 ) 1,674 (2,962 ) Deferred taxes — — (8,573 ) Stock-based compensation 6,196 7,204 2,226 Equity in losses (income) of subsidiaries (81,942 ) (111,162 ) 17,170 Debt extinguishment and commitment costs — 1,804 — Net changes in operating assets and liabilities: Prepaid and other assets (2,604 ) (2,568 ) 23 Accounts payable and other accrued liabilities 5,601 3,088 381 Net cash used in operating activities (26,106 ) (18,851 ) (22,226 ) Cash flows from investing activities: Investments in subsidiaries — (2,072 ) (264,163 ) Distributions from subsidiaries — 70,645 9,047 Note receivable from subsidiary — — 10,000 Capital expenditures (3,682 ) (5,366 ) (4,321 ) Due to (from) subsidiaries (25,102 ) 80,762 (23,947 ) Net cash provided by (used in) investing activities (28,784 ) 143,969 (273,384 ) Cash flows from financing activities: Proceeds from sale of common stock, net of offering costs 19,318 — 49,044 Proceeds from borrowings 10,770 — 172,282 Repayments of borrowings (11,253 ) (68,873 ) (63,062 ) Payment of deferred loan costs — — (6,298 ) Due to (from) subsidiaries — — 63,578 Other financing activities, net (860 ) (993 ) (598 ) Net cash provided by (used in) financing activities 17,975 (69,866 ) 214,946 Net increase (decrease) in cash, cash equivalents, and restricted cash (36,915 ) 55,252 (80,664 ) Cash, cash equivalents, and restricted cash at beginning of period 66,359 11,107 91,771 Cash, cash equivalents, and restricted cash at end of period $ 29,444 $ 66,359 $ 11,107 Supplemental cash flow information: Cash received (paid) for: Interest $ (5,750 ) $ (7,856 ) $ (4,557 ) Taxes (49 ) (1,478 ) — Non-cash investing and financing activities: Accrued capital expenditures $ 714 $ 370 $ 361 Value of warrants and debt reclassified to equity — — 3,084 Capital leases 539 165 1,575 This statement should be read in conjunction with the notes to consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Par Pacific Holdings, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation. |
Use Of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. |
Cash And Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. |
Restricted Cash | Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to bankruptcy matters. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We establish provisions for losses on trade receivables if it becomes probable that we will not collect all or part of the outstanding balances. We review collectibility and establish or adjust our allowance as necessary using the specific identification method. |
Inventories | Inventories Commodity inventories are stated at the lower of cost or net realizable value using the first-in, first-out accounting method (“FIFO”). We value merchandise along with spare parts, materials, and supplies at average cost. Our refining segment acquires all of its crude oil utilized at the Hawaii refinery from J. Aron & Company (“J.Aron”) under the Supply and Offtake Agreements as described in Note 11—Inventory Financing Agreements . The crude oil remains in the legal title of J. Aron and is stored in our storage tanks governed by a storage agreement. Legal title to the crude oil passes to us at the tank outlet. After processing, J. Aron takes title to the refined products stored in our storage tanks until they are sold to our retail locations or to third parties. We record the inventory owned by J. Aron on our behalf as inventory with a corresponding obligation on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and are obligated to repurchase the inventory. We enter into refined product and crude oil exchange agreements with other oil companies. Exchange receivables or payables are stated at cost and are presented within Trade accounts receivable and Accounts payable on our consolidated balance sheets. |
Renewable Identification Numbers | Renewable Identification Numbers Beginning in 2018, Inventories also include Renewable Identification Numbers (“RINs”) . Our RINs assets, which include RINS purchased in the open market and RINs generated by blending biofuels as part of our refining process, are presented as Inventories on our consolidated balance sheets and stated at the lower of cost or net realizable value ("NRV") as of the end of the reporting period. Our RINs obligations to comply with RFS are presented as Other accrued liabilities on our consolidated balance sheets and measured at fair value as of the end of the reporting period. |
Investment in Laramie Energy, LLC | Investment in Laramie Energy, LLC We account for our Investment in Laramie Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies. Our proportionate share of net income (loss) of this entity is included in Equity earnings (losses) from Laramie Energy, LLC in the consolidated statements of operations. The investment is reviewed for impairment when events or changes in circumstances indicate that there has been an other than temporary decline in the value of the investment. |
Property Plant And Equipment | Property, Plant, and Equipment We capitalize the cost of additions, major improvements, and modifications to property, plant, and equipment. The cost of repairs and normal maintenance of property, plant, and equipment is expensed as incurred. Major improvements and modifications of property, plant, and equipment are those expenditures that either extend the useful life, increase the capacity, or improve the operating efficiency of the asset or the safety of our operations. We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 8 to 47 Logistics 3 to 30 Retail 3 to 30 Corporate 3 to 7 Software 3 We record property under capital leases at the lower of the present value of minimum lease payments using our incremental borrowing rate or the fair value of the leased property at the date of lease inception. We depreciate leasehold improvements and property acquired under capital leases over the shorter of the lease term or the economic life of the asset. We review property, plant, and equipment and other long-lived assets whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value. If this occurs, an impairment loss is recognized for the difference between the fair value and carrying value. Factors that indicate potential impairment include a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset, and a significant change in the asset’s physical condition or use. |
Asset Retirement Obligations | Asset Retirement Obligations We record asset retirement obligations (“AROs”) in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the liability. Our AROs arise from our refining, logistics, and retail operations, as well as plugging and abandonment of wells within our natural gas and crude oil operations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. When the liability is initially recorded, we capitalize the cost by increasing the book value of the related long-lived tangible asset. The liability is accreted to its estimated settlement value with accretion expense recognized in Depreciation, depletion, and amortization (“DD&A”) on our consolidated statements of operations and the related capitalized cost is depreciated over the asset’s useful life. The difference between the settlement amount and the recorded liability is recorded as a gain or loss on asset disposals in our consolidated statements of operations. We estimate settlement dates by considering our past practice, industry practice, contractual terms, management’s intent, and estimated economic lives. We cannot currently estimate the fair value for certain AROs primarily because we cannot estimate settlement dates (or range of dates) associated with these assets. These AROs include hazardous materials disposal (such as petroleum manufacturing by-products, chemical catalysts, and sealed insulation material containing asbestos) and removal or dismantlement requirements associated with the closure of our refining facilities, terminal facilities, or pipelines, including the demolition or removal of certain major processing units, buildings, tanks, pipelines, or other equipment. |
Deferred Turnaround Costs | Deferred Turnaround Costs Refinery turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries, are deferred and amortized on a straight-line basis over the period of time estimated until the next planned turnaround (generally three to five years ). During 2016 , we recognized deferred turnaround costs of approximately $32.7 million . No deferred turnaround costs were recorded during 2018 and 2017 . Deferred turnaround costs are presented within Other long-term assets on our consolidated balance sheets. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the amount the purchase price exceeds the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1. We assess the recoverability of the carrying value of goodwill during the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required. Under the quantitative test, we compare the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss is recorded. Our intangible assets include relationships with customers, trade names, and trademarks. These intangible assets are amortized over their estimated useful lives on a straight-line basis. We evaluate the carrying value of our intangible assets when impairment indicators are present. When we believe impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of the intangible assets are prepared. If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values. |
Environmental Matters | Environmental Matters We capitalize environmental expenditures that extend the life or increase the capacity of facilities as well as expenditures that prevent environmental contamination. We expense costs that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation. We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated. Cost estimates are based on the expected timing and extent of remedial actions required by governing agencies, experience gained from similar sites for which environmental assessments or remediation have been completed, and the amount of our anticipated liability considering the proportional liability and financial abilities of other responsible parties. Usually, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Estimated liabilities are not discounted to present value and are presented within Other liabilities on our consolidated balance sheets. Environmental expenses are recorded in Operating expense (excluding depreciation) on our consolidated statements of operations. |
Derivatives and Other Financial Instruments | Derivatives and Other Financial instruments We are exposed to commodity price risk related to crude oil and refined products. We manage this exposure through the use of various derivative commodity instruments. These instruments include exchange traded futures and over-the-counter ("OTC") swaps, forwards, and options. For our forward contracts that are derivatives, we have elected the normal purchase normal sale exclusion, as it is our policy to fulfill or accept the physical delivery of the product and we will not net settle. Therefore, we did not recognize the unrealized gains or losses related to these contracts in our consolidated financial statements. We apply the accrual method of accounting to our forwards contracts. All derivative instruments not designated as normal purchases or sales are recorded in the balance sheet as either assets or liabilities measured at their fair values. Changes in the fair value of these derivative instruments are recognized currently in earnings. We have not designated any derivative instruments as cash flow or fair value hedges and, therefore, do not apply hedge accounting treatment. In addition, we may have other financial instruments, such as warrants or embedded debt features, that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in our control, or (c) the instruments contain other provisions that cause us to conclude that they are not indexed to our equity. Our embedded derivatives include: our obligation to repurchase crude oil and refined products from J.Aron at the termination of the Supply and Offtake Agreements and the redemption option and the related make-whole premium on our 5.00% Convertible Senior Notes . These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. |
Income Taxes | Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOLs”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We recognize the impact of an uncertain tax position only if it is more likely than not of being sustained upon examination by the relevant taxing authority based on the technical merits of the position. As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2015 , 2016 , and 2017 . However, since we have net operating loss carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried. Therefore, in a year in which a net operating loss deduction is claimed, the IRS may examine the year in which the net operating loss was generated and adjust it accordingly for purposes of assessing additional tax in the year the net operating loss deductions was claimed. Any penalties or interest as a result of an examination will be recorded in the period assessed. |
Stock Based Compensation | Stock-Based Compensation We recognize the cost of share-based payments on a straight-line basis over the period the employee provides service, generally the vesting period, and include such costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) in the consolidated statements of operations. The grant date fair value of restricted stock awards are equal to the market price of our common stock on the date of grant. The fair value of stock options are estimated using the Black-Scholes option-pricing model as of the date of grant. |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09” or “ASC 606”), as amended by other ASUs, using the modified retrospective method applied to all contracts that were not completed as of January 1, 2018. As such, the comparative financial information for prior periods has not been adjusted and continues to be reported under Financial Accounting Standards Board (“FASB”) ASC Topic 605, Revenue Recognition (“ASC 605”). We did not identify any significant differences in our existing revenue recognition policies that require modification under the new standard; therefore, we did not recognize a cumulative adjustment on opening equity as of January 1, 2018. Refining and Retail Our refining and retail segment revenues are primarily associated with the sale of refined products. We recognize revenues upon physical delivery of refined products to a customer, which is the point in time at which control of the refined products is transferred to the customer. The refining segment’s contracts with its customers state the terms of the sale, including the description, quantity, delivery terms, and price of each product sold. Payments from customers are generally due in full within 2 to 30 days of product delivery or invoice date. We account for certain transactions on a net basis under FASB ASC Topic 845, “Nonmonetary Transactions.” These transactions include nonmonetary crude oil and refined product exchange transactions, certain crude oil buy/sell arrangements, and sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another. Upon adoption of ASC 606, we made an accounting policy election to apply the sales tax practical expedient, whereby all taxes assessed by a governmental authority that are both imposed on and concurrent with a revenue-producing transaction and collected from our customers will be recognized on a net basis within Cost of revenues (excluding depreciation). This change in our accounting policy did not have a material impact on our consolidated financial information for the year ended December 31, 2018 . Logistics We recognize transportation and storage fees as services are provided to a customer. Substantially all of our logistics revenues represent intercompany transactions that are eliminated in consolidation. 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 RINs obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains (losses) on derivatives, inventory valuation adjustments, and certain direct operating expenses related to our logistics segment. 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. |
Benefit Plans | Benefit Plans We recognize an asset for the overfunded status or a liability for the underfunded status of our defined benefit pension plan. The funded status is recorded within Other long-term liabilities. Certain changes in the plan’s funded status are recognized in Other comprehensive income (loss) in the period the change occurs. |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are categorized with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority given to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 – Assets or liabilities for which the item is valued based on quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Assets or liabilities valued based on observable market data for similar instruments. Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed and considers risk premiums that a market participant would require. The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our policy is to recognize transfers in and/or out of fair value hierarchy levels as of the end of the reporting period for which the event or change in circumstances caused the transfer. We have consistently applied these valuation techniques for the periods presented. The fair value of the J. Aron repurchase obligation derivative is measured using estimates of the prices and differentials assuming settlement at the end of the reporting period. |
Loss (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under the warrants. The common stock warrants are included in the calculation of basic EPS because they are issuable for minimal consideration. Basic and diluted EPS are computed taking into account the effect of participating securities. Participating securities include restricted stock that has been issued but has not yet vested. Please read Note 18—Income (Loss) Per Share for further information. |
Foreign Currency Transactions | Foreign Currency Transactions We may, on occasion, enter into transactions denominated in currencies other than the U.S. dollar, which is our functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income (expense), net , in the accompanying consolidated statement of operations in the period in which the currency exchange rates change. |
Accounting Principles Adopted and Not Yet Adopted | Accounting Principles Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “ASC 842”). ASU 2016-02 requires lessees to recognize all leases, including operating leases, on the balance sheet as a right-of-use asset or lease liability. In July 2018, the FASB issued ASU No. 2018-11 (“ASU 2018-11”), which allows for an option to apply the transition provisions of ASC 842 at the adoption date versus at the earliest comparative period presented in the financial statements and an optional practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. These ASUs and other amendments and technical corrections to ASC 842 are effective for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. We have adopted ASC 842 on January 1, 2019 under the modified retrospective approach and used the effective date as our initial application date. We have elected to apply the practical expedients package that allows us to not reassess our conclusions regarding lease identification, classification and initial direct costs for contracts that commenced prior to the effective date. We will also apply the short-term lease exception and the practical expedient that allows us not to bifurcate lease and non-lease components. We have substantially completed our evaluation of the amended lease guidance in ASC 842 for our existing leases as of December 31, 2018. Our existing lease contracts include leases related to retail facilities, railcars, barges, and other facilities used in the storage, transportation, and sale of crude oil and refined products. We are still evaluating lease contracts assumed in connection with our acquisition of U.S. Oil & Refining Co. Please read Note 22—Subsequent Events . As a result of the adoption of ASC 842, we expect to record lease assets and lease liabilities related to operating and finance leases in the approximate range of $365 million to $385 million on our consolidated balance sheet, including our preliminary estimate for U.S. Oil & Refining Co. leases. The new standard will also require additional disclosures for financing and operating leases beginning in the first quarter of 2019. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which eliminates Step 2 from the current goodwill impairment test. Under ASU 2017-04, an entity is no longer required to determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The guidance in this ASU is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted. This ASU should be applied prospectively from the date of adoption. This ASU will change the policy under which we perform our annual goodwill impairment assessment by eliminating Step 2 of the test. In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). This ASU permits entities to elect to reclassify to retained earnings the stranded effects in Accumulated Other Comprehensive Income related to the changes in the statutory tax rate that were charged to income from continuing operations under the requirements of ASC 740. The guidance in ASU 2018-02 is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. We do not expect the adoption of ASU 2018-02 to have a material impact on our financial condition, results of operations, and cash flows. In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ( “ ASU 2018-13”). This ASU amends, adds, and removes certain disclosure requirements under FASB ASC Topic 820 “Fair Value Measurement.” The guidance in ASU 2018-13 is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of ASU 2018-13 on our disclosures. In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans ( “ ASU 2018-14”). This ASU amends, adds, and removes certain disclosure requirements under FASB ASC Topic 715 “Compensation — Retirement Benefits.” The guidance in ASU 2018-14 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact of ASU 2018-14 on our disclosures. In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract ( “ ASU 2018-15”). This ASU requires entities to account for implementation costs incurred in a cloud computing agreement that is a service contract under the guidance in FASB ASC Topic 350, “Goodwill and Intangible Assets,” which results in a capitalized and amortizable intangible asset. The guidance in ASU 2018-15 is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted. We currently do not expect the adoption of ASU 2018-15 to have a material impact on our financial condition, results of operations, and cash flows. Accounting Principles Adopted On January 1, 2018, we adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , as amended by other ASUs issued since May 2014 (“ASU 2014-09” or “ASC 606”), using the modified retrospective method as permitted. Under this method, the cumulative effect of initially applying ASU 2014-09 is recognized as an adjustment to the opening balance of retained earnings (or accumulated deficit) and revenues reported in the periods prior to the date of adoption are not changed. Because the adoption of ASU 2014-09 did not have a material impact on the amount or timing of revenues recognized for the sale of refined products, we did not make such an adjustment to retained earnings. Please read Note 5—Revenue Recognition for further information. On January 1, 2018, we adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) and ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). The primary purpose of ASU 2016-15 was to reduce the diversity in practice relating to eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. ASU 2016-18 required that an entity include restricted cash and restricted cash equivalents within its statement of cash flows and in the reconciliation to the statement of operations. As the new guidance must be applied using a retrospective transition method, we have also retrospectively revised the comparative period statement of cash flows to reflect the adoption of these ASUs. The adoption of these ASUs did not have a material impact on our financial condition, results of operations, or cash flows. On January 1, 2018, we adopted ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). This ASU updated the definition of a business combination and provided a framework for determining whether a transaction involves an asset or a business. The adoption of this ASU changed the policy under which we perform our assessments and accounting for future acquisition or disposal transactions, including the Northwest Retail Acquisition and Hawaii Refinery Expansion . Please read Note 4—Acquisitions for further information. On January 1, 2018, we adopted 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 required 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 required entities to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines. As a result of the adoption of ASU 2017-07, we also retrospectively adjusted our 2017 and 2016 results of operations and disclosures, using the amounts disclosed in the benefit plan note for the estimation basis as a practical expedient. Operating income (loss) for the year ended December 31, 2016 was adjusted to reflect the reclassification of the curtailment gain of $3.1 million from Operating expense (excluding depreciation) to a newly-defined line item within Total other income (expense), net, Gain on curtailment of pension obligation . For the years ended December 31, 2017 and 2016, other immaterial non-service-cost-related components of the net periodic benefit cost related to our defined benefit pension plan were reclassified from Operating expense (excluding depreciation) to Other income (expense), net. On January 1, 2018, we adopted ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). The primary purpose of this ASU was 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 adoption of ASU 2017-09 did not have a material impact on our financial condition, results of operations, or cash flows. In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”). Under ASU 2018-05, an entity would estimate, to the extent possible, the impacts of the Tax Cut and Jobs Act enacted on December 22, 2017 (“U.S. tax reform”) and then adjust the estimates when better information is available or the amount becomes determinable over something similar to the measurement period under business combination guidance. This ASU was effective upon issuance. As of December 31, 2018, we believe the impacts of the U.S. tax reform have been reasonably estimated and recorded within our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Property Plant And Equipment Estimated Useful Life | We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 8 to 47 Logistics 3 to 30 Retail 3 to 30 Corporate 3 to 7 Software 3 |
Summary of Depreciation Expense | The following table summarizes depreciation expense excluded from each line item in our consolidated statements of operations (in thousands): Year Ended December 31, 2018 2017 2016 Cost of revenues $ 6,722 $ 6,029 $ 4,604 Operating expense 28,037 22,861 16,340 General and administrative expense 4,233 2,929 2,108 |
Investment in Laramie Energy (T
Investment in Laramie Energy (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Beginning balance $ 127,192 $ 108,823 $ 76,203 Equity earnings (losses) from Laramie Energy 4,487 13,043 (28,198 ) Accretion of basis difference 4,977 5,326 5,818 Investments — — 55,000 Ending balance $ 136,656 $ 127,192 $ 108,823 |
Equity Method Investees Financial Information | Summarized financial information for Laramie Energy is as follows (in thousands): December 31, 2018 2017 Current assets $ 28,569 $ 18,757 Non-current assets 788,515 720,444 Current liabilities 41,681 42,149 Non-current liabilities 293,084 237,497 Year Ended December 31, 2018 2017 2016 Natural gas and oil revenues $ 226,974 $ 157,879 $ 104,826 Income (loss) from operations 34,206 6,019 (27,325 ) Net income (loss) 6,347 30,837 (61,849 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | A summary of the fair value of the assets acquired and liabilities assumed is as follows (in thousands): Cash $ 200 Inventories 4,138 Prepaid and other current assets 243 Property, plant, and equipment 30,230 Goodwill (1) 46,210 Accounts payable and other current liabilities (759 ) Long-term capital lease obligations (5,244 ) Other non-current liabilities (487 ) Total $ 74,531 ________________________________________________________ (1) The total goodwill balance of $46.2 million was allocated to our retail segment. A summary of the fair value 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): Year Ended December 31, 2016 Revenues $ 2,026,237 Net (loss) (51,239 ) (Loss) per share Basic $ (1.21 ) Diluted $ (1.21 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenue with reportable segments (in thousands): Year Ended December 31, 2018 Refining Logistics Retail Product or service: Gasoline $ 981,090 $ — $ 317,434 Distillates (1) 1,770,381 — 39,835 Other refined products (2) 458,596 — — Merchandise — — 83,771 Transportation and terminalling services — 125,743 — Total segment revenues (3) $ 3,210,067 $ 125,743 $ 441,040 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, gas oil, and naphtha. (3) Refer to Note 20—Segment Information for the reconciliation of segment revenues to total consolidated revenues. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories at December 31, 2018 and 2017 consist of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total December 31, 2018 Crude oil and feedstocks $ 7,000 $ 117,877 $ 124,877 Refined products and blendstock 62,401 100,175 162,576 Warehouse stock and other (2) 34,612 — 34,612 Total $ 104,013 $ 218,052 $ 322,065 December 31, 2017 Crude oil and feedstocks $ 93,970 $ 56,014 $ 149,984 Refined products and blendstock 63,505 108,917 172,422 Warehouse stock and other 22,951 — 22,951 Total $ 180,426 $ 164,931 $ 345,357 _________________________________________________________ (1) Please read Note 11—Inventory Financing Agreements for further information. (2) Includes $5.0 million of RINs and environmental credits. |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaid and other current assets at December 31, 2018 and 2017 consist of the following (in thousands): December 31, 2018 2017 Collateral posted with broker for derivative instruments (1) $ 2,759 $ 215 Prepaid insurance 7,727 7,547 Derivative assets 5,164 4,296 Other 12,720 5,221 Total $ 28,370 $ 17,279 _________________________________________________________ (1) Our cash margin that is required as collateral deposits on our commodity derivatives cannot be offset against the fair value of open contracts except in the event of default. Please read Note 13—Derivatives for further information. |
Property, Plant and Equipment D
Property, Plant and Equipment Disclosure (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Major classes of property, plant, and equipment consist of the following (in thousands): December 31, 2018 2017 Land $ 117,559 $ 79,330 Buildings and equipment 512,870 433,977 Other 18,939 15,931 Total property, plant, and equipment 649,368 529,238 Proved oil and gas properties 400 400 Less accumulated depreciation and depletion (111,507 ) (79,622 ) Property, plant, and equipment, net $ 538,261 $ 450,016 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligation | The table below summarizes the changes in our recorded asset retirement obligations (in thousands): Year Ended December 31, 2018 2017 2016 Beginning balance $ 9,103 $ 9,042 $ 8,909 Obligations acquired 487 — — Accretion expense 395 369 362 Liabilities settled during period — (308 ) (229 ) Ending balance $ 9,985 $ 9,103 $ 9,042 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | During the years ended December 31, 2018 and 2017 , the change in the carrying amount of goodwill was as follows (in thousands): Balance at January 1, 2017 $ 105,732 Wyoming Refining acquisition purchase price allocation adjustment (1) 1,455 Balance at December 31, 2017 107,187 Acquisition of Northwest Retail (1) 46,210 Balance at December 31, 2018 $ 153,397 ________________________________________________________ (1) Please read Note 4—Acquisitions for further discussion. |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following (in thousands): December 31, 2018 2017 Intangible assets: Railcar leases $ 3,249 $ 3,249 Trade names and trademarks 6,267 6,267 Customer relationships 32,064 32,064 Total intangible assets 41,580 41,580 Accumulated amortization: Railcar leases (3,249 ) (3,249 ) Trade name and trademarks (5,037 ) (4,951 ) Customer relationships (9,347 ) (6,776 ) Total accumulated amortization (17,633 ) (14,976 ) Net: Railcar leases — — Trade name and trademarks 1,230 1,316 Customer relationships 22,717 25,288 Total intangible assets, net $ 23,947 $ 26,604 |
Finite-lived Intangible Assets Amortization Expense | Expected amortization expense for each of the next five years and thereafter is as follows (in thousands): Year Ended Amount 2019 $ 2,658 2020 2,658 2021 2,658 2022 2,658 2023 2,658 Thereafter 10,657 $ 23,947 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our outstanding debt as of December 31, 2018 and 2017 (in thousands): December 31, 2018 2017 5.00% Convertible Senior Notes due 2021 $ 115,000 $ 115,000 7.75% Senior Secured Notes due 2025 300,000 300,000 ABL Credit Facility — — Mid Pac Term Loan 1,466 — Principal amount of long-term debt 416,466 415,000 Less: unamortized discount and deferred financing costs (23,826 ) (30,188 ) Total debt, net of unamortized discount and deferred financing costs 392,640 384,812 Less: current maturities (33 ) — Long-term debt, net of current maturities $ 392,607 $ 384,812 |
Contractual Obligation, Fiscal Year Maturity Schedule | Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2019 $ 33 2020 34 2021 115,036 2022 37 2023 39 Thereafter 301,287 Total $ 416,466 |
Schedule Of Applicable Margin For Debt Instrument | The applicable margins for the ABL Credit Facility and advances under the ABL Revolver are as specified below: Level Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) Applicable Margin for Applicable Margin for 1 >50% 1.75% 0.75% 2 >30% but ≤ 50% 2.00% 1.00% 3 ≤ 30% 2.25% 1.25% |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | At December 31, 2018 , our open commodity derivative contracts represented (in thousands of barrels): Contract type Long Short Net Futures 305 (26 ) 279 Swaps 300 (804 ) (504 ) Total 605 (830 ) (225 ) |
Fair Value, Assets Measured on Recurring Basis | The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2018 and 2017 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2018 2017 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 4,973 $ 2,814 Commodity derivatives Other accrued liabilities (700 ) (39 ) J. Aron repurchase obligation derivative Obligations under inventory financing agreements 4,085 (19,564 ) Interest rate derivatives Prepaid and other current assets 191 1,482 Interest rate derivatives Other long-term assets — 2,328 _________________________________________________________ (1) Does not include cash collateral of $2.7 million and $0.2 million recorded in Prepaid and other current assets and $8.3 million and $7.0 million in Other long-term assets as of December 31, 2018 and 2017 , respectively. Fair value amounts by hierarchy level as of December 31, 2018 and 2017 are presented gross in the tables below (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 170 $ 5,234 $ — $ 5,404 $ (431 ) $ 4,973 Interest rate derivatives — 191 — 191 — 191 Total $ 170 $ 5,425 $ — $ 5,595 $ (431 ) $ 5,164 Liabilities Common stock warrants $ — $ — $ (5,007 ) $ (5,007 ) $ — $ (5,007 ) Commodity derivatives (870 ) (261 ) — (1,131 ) 431 (700 ) J. Aron repurchase obligation derivative — — 4,085 4,085 — 4,085 Total $ (870 ) $ (261 ) $ (922 ) $ (2,053 ) $ 431 $ (1,622 ) December 31, 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 $ 557 $ 21,907 $ — $ 22,464 $ (19,650 ) $ 2,814 Interest rate derivatives — 3,810 — 3,810 — 3,810 Total $ 557 $ 25,717 $ — $ 26,274 $ (19,650 ) $ 6,624 Liabilities Common stock warrants $ — $ — $ (6,808 ) $ (6,808 ) $ — $ (6,808 ) Commodity derivatives (596 ) (19,093 ) — (19,689 ) 19,650 (39 ) J.Aron repurchase obligation derivative — — (19,564 ) (19,564 ) — (19,564 ) Total $ (596 ) $ (19,093 ) $ (26,372 ) $ (46,061 ) $ 19,650 $ (26,411 ) _________________________________________________________ (1) Does not include cash collateral of $10.9 million and $7.2 million as of December 31, 2018 and 2017 , respectively included on our consolidated balance sheets. |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2018 2017 2016 Commodity derivatives Cost of revenues (excluding depreciation) $ (3,420 ) $ (4,517 ) $ (1,338 ) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) 23,649 436 (29,810 ) Interest rate derivatives Interest expense and financing costs, net 1,309 489 2,729 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Nonrecurring | The fair values of the assets acquired and liabilities assumed as a result of the Northwest Retail acquisition were estimated as of March 23, 2018 , the date of the acquisition, using valuation techniques described in notes (1) through (5) described below. Valuation Fair Value Technique (in thousands) Net working capital $ 3,822 (1) Property, plant, and equipment 30,230 (2) Goodwill 46,210 (3) Long-term capital lease obligations (5,244 ) (4) Other non-current liabilities (487 ) (5) Total $ 74,531 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. (2) The fair value of property, plant, and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and obsolescence. The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement. The fair value of capital lease assets was estimated using the income approach. Under the income approach, the annual lease market rental rate cash flow stream is estimated and then discounted to present value over the remaining life of the lease using a pre-tax discount rate based on expected return for the specific asset type and location. (3) The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. (4) Long-term capital lease obligations were estimated based on the present value of lease payments over the term of the lease. (5) Other non-current liabilities are primarily related to asset retirement obligations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. The fair values of the assets acquired and liabilities assumed as a result of the Wyoming Refining acquisition were estimated as of July 14, 2016 , the date of the acquisition, using valuation techniques described in notes (1) through (5) described below. Valuation Fair Value Technique (in thousands) Net working capital $ (11,092 ) (1) Property, plant, and equipment 254,367 (2) Goodwill 66,449 (3) Long-term debt (68,136 ) (4) Other non-current liabilities (32,222 ) (5) Total $ 209,366 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. (2) The fair value of property, plant, and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and obsolescence. The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement. (3) The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. (4) Long-term debt was recorded at carrying value. The carrying value of long-term debt approximated fair value due to its floating interest rate. (5) Other non-current liabilities include environmental liabilities and the underfunded status of the Wyoming Refining defined benefit plan. The underfunded status of the defined benefit plan represents the difference between the fair value of the plan’s assets and the projected benefit obligations. Environmental liabilities are based on management’s best estimates of probable future costs using current available information. We consider this to be a Level 3 fair value measurement. |
Fair Value, Assets Measured on Recurring Basis | The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2018 and 2017 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2018 2017 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 4,973 $ 2,814 Commodity derivatives Other accrued liabilities (700 ) (39 ) J. Aron repurchase obligation derivative Obligations under inventory financing agreements 4,085 (19,564 ) Interest rate derivatives Prepaid and other current assets 191 1,482 Interest rate derivatives Other long-term assets — 2,328 _________________________________________________________ (1) Does not include cash collateral of $2.7 million and $0.2 million recorded in Prepaid and other current assets and $8.3 million and $7.0 million in Other long-term assets as of December 31, 2018 and 2017 , respectively. Fair value amounts by hierarchy level as of December 31, 2018 and 2017 are presented gross in the tables below (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 170 $ 5,234 $ — $ 5,404 $ (431 ) $ 4,973 Interest rate derivatives — 191 — 191 — 191 Total $ 170 $ 5,425 $ — $ 5,595 $ (431 ) $ 5,164 Liabilities Common stock warrants $ — $ — $ (5,007 ) $ (5,007 ) $ — $ (5,007 ) Commodity derivatives (870 ) (261 ) — (1,131 ) 431 (700 ) J. Aron repurchase obligation derivative — — 4,085 4,085 — 4,085 Total $ (870 ) $ (261 ) $ (922 ) $ (2,053 ) $ 431 $ (1,622 ) December 31, 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 $ 557 $ 21,907 $ — $ 22,464 $ (19,650 ) $ 2,814 Interest rate derivatives — 3,810 — 3,810 — 3,810 Total $ 557 $ 25,717 $ — $ 26,274 $ (19,650 ) $ 6,624 Liabilities Common stock warrants $ — $ — $ (6,808 ) $ (6,808 ) $ — $ (6,808 ) Commodity derivatives (596 ) (19,093 ) — (19,689 ) 19,650 (39 ) J.Aron repurchase obligation derivative — — (19,564 ) (19,564 ) — (19,564 ) Total $ (596 ) $ (19,093 ) $ (26,372 ) $ (46,061 ) $ 19,650 $ (26,411 ) _________________________________________________________ (1) Does not include cash collateral of $10.9 million and $7.2 million as of December 31, 2018 and 2017 , respectively included on our consolidated balance sheets. |
Reconcilliation of Level 3 Derivative Instruments, Fair Value | A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Beginning balance $ (26,372 ) $ (25,134 ) $ (25,867 ) Settlements — — 16,810 Total unrealized income (loss) included in earnings 25,450 (1,238 ) (16,077 ) Ending balance $ (922 ) $ (26,372 ) $ (25,134 ) |
Schedule of Carrying Value and Fair Value of Long Term Debt and Other Financial Instruments | The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2018 and 2017 is as follows (in thousands): Carrying Value Fair Value December 31, 2018 5.00% Convertible Senior Notes due 2021 (1) (3) $ 100,411 $ 121,488 7.75% Senior Secured Notes due 2025 (1) 290,763 270,000 Mid Pac Term Loan (2) 1,466 1,466 Common stock warrants (2) 5,007 5,007 December 31, 2017 5.00% Convertible Senior Notes due 2021 (1) (3) $ 95,486 $ 149,007 7.75% Senior Secured Notes due 2025 (1) 289,326 300,423 Common stock warrants (2) 6,808 6,808 _________________________________________________________ (1) The fair values of the 5.00% Convertible Senior Notes and the 7.75% Senior Secured Notes are considered Level 2 measurements as discussed below. (2) The fair values of the common stock warrants and the Mid Pac Term Loan are considered a Level 3 measurement in the fair value hierarchy. (3) The carrying value of the 5.00% Convertible Senior Notes excludes the fair value of the equity component, which was classified as equity upon issuance. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | Minimum annual lease payments including interest, for capital leases are as follows (in thousands): 2019 $ 2,723 2020 2,264 2021 1,757 2022 1,512 2023 1,148 Thereafter 2,600 Total minimum lease payments 12,004 Less amount representing interest 1,865 Total minimum rental payments $ 10,139 |
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum annual lease payments for operating leases to which we are legally obligated and having initial or remaining non-cancelable lease terms in excess of one year are as follows (in thousands): 2019 $ 62,589 2020 62,132 2021 39,821 2022 38,402 2023 38,827 Thereafter 191,717 Total minimum rental payments $ 433,488 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Incentive Plan and Stock Purchase Plan (in thousands): Years Ended December 31, 2018 2017 2016 Restricted Stock Awards $ 3,483 $ 4,263 $ 2,975 Restricted Stock Units $ 835 $ 502 $ 1,255 Stock Option Awards $ 1,878 $ 2,439 $ 2,352 |
Schedule Of Equity Incentive Plan Disclosures | The following table summarizes our restricted stock activity, including performance restricted stock units, (in thousands, except per share amounts): Shares Weighted- Unvested balance at December 31, 2017 543 $ 16.23 Granted 309 $ 17.45 Vested (184 ) $ 17.62 Forfeited (41 ) $ 17.39 Unvested balance at December 31, 2018 627 $ 17.14 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | The weighted-average assumptions used to measure stock options granted during 2018 , 2017 , and 2016 are presented below. 2018 2017 2016 Expected life from date of grant (years) 5.3 5.3 4.4 Expected volatility 36.2% 42.0% 39.8% Expected dividend yield —% —% —% Risk-free interest rate 2.50% 1.97% 1.16% |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes our stock option activity (in thousands, except per share amounts): Number of Options Weighted-Average Weighted-Average Aggregate Outstanding balance at December 31, 2017 1,979 $ 19.52 5.5 $ 1,431 Issued 252 17.34 Outstanding balance at December 31, 2018 2,231 $ 19.27 4.8 $ — Exercisable, end of year 1,440 $ 19.66 3.8 $ — |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | The changes in the projected benefit obligation and the fair value of plan assets of our Benefit Plan for the years ended December 31, 2018 and 2017 were as follows (in thousands): 2018 2017 Changes in projected benefit obligation: Projected benefit obligation as of the beginning of the period $ 30,877 $ 28,914 Service cost 548 614 Interest cost 1,107 1,192 Actuarial (gain) loss (2,917 ) 1,091 Benefits paid (2,076 ) (934 ) Projected benefit obligation as of December 31 $ 27,539 $ 30,877 Changes in fair value of plan assets: Fair value of plan assets as of the beginning of the period $ 23,461 $ 21,345 Actual return on plan assets (1,131 ) 3,050 Benefits paid (2,076 ) (934 ) Fair value of plan assets as of December 31 $ 20,254 $ 23,461 |
Schedule of Accumulated and Projected Benefit Obligations | The reconciliation of the underfunded status of our Benefit Plans of December 31, 2018 and 2017 was as follows: 2018 2017 Projected benefit obligation $ 27,539 $ 30,877 Fair value of plan assets 20,254 23,461 Underfunded status $ 7,285 $ 7,416 Gross amounts recognized in accumulated other comprehensive income: (1) Net actuarial gain $ 3,494 $ 2,965 ____________________________________________________ (1) As of December 31, 2018 , we had $0.1 million in accumulated other comprehensive income that is expected to be amortized into net periodic benefit cost in 2019 . |
Schedule of Assumptions Used | Weighted-average assumptions used to measure our projected benefit obligation as of December 31, 2018 and 2017 and net periodic benefit costs for the years ended December 31, 2018 and 2017 and the period from July 14, 2016, the date of acquisition, to December 31, 2016 are as follows: 2018 2017 2016 Projected benefit obligation: Discount rate (1) 4.20 % 3.65 % 4.20 % Rate of compensation increase 3.00 % 3.00 % 4.30 % Net periodic benefit costs: Discount rate (1) 3.65 % 4.20 % 3.80 % Expected long-term rate of return (2) 6.50 % 6.25 % 7.00 % Rate of compensation increase 3.00 % 4.30 % 4.03 % _________________________________________________________ (1) In determining the discount rate, we use yields on high-quality fixed income investments with payments matched to the estimated distributions of benefits from our plans. (2) The expected long-term rate of return is based on a blend of historic returns of equity and debt securities. |
Schedule of Net Benefit Costs | The net periodic benefit cost (credit) for the years ended December 31, 2018 and 2017 and the period from July 14, 2016 to December 31, 2016 includes the following components: 2018 2017 2016 Components of net periodic benefit cost (credit): Service cost $ 548 $ 614 $ 668 Interest cost 1,107 1,192 598 Expected return on plan assets (1,258 ) (1,189 ) (686 ) Plan amendment effect — — (3,067 ) Net periodic benefit cost (credit) $ 397 $ 617 $ (2,487 ) |
Schedule of Allocation of Plan Assets | The weighted-average asset allocation at December 31, 2018 is as follows: Target Actual Asset category: Equity securities 54 % 54 % Debt securities 35 % 33 % Real estate 11 % 13 % Total 100 % 100 % |
Schedule of Expected Benefit Payments | Based on current data and assumptions, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years : Year Ended 2019 $ 1,140 2020 1,260 2021 1,130 2022 1,200 2023 1,270 Thereafter 7,460 $ 13,460 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule Of Computation Of Basic And Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share amounts): Year Ended December 31, 2018 2017 2016 Net income (loss) $ 39,427 $ 72,621 $ (45,835 ) Less: Undistributed income allocated to participating securities (1) 556 878 — Net income (loss) attributable to common stockholders 38,871 71,743 (45,835 ) Plus: Net income effect of convertible securities — — — Numerator for diluted income (loss) per common share $ 38,871 $ 71,743 $ (45,835 ) Basic weighted-average common stock shares outstanding 45,726 45,543 42,349 Add dilutive effects of common stock equivalents (2) 29 40 — Diluted weighted-average common stock shares outstanding 45,755 45,583 42,349 Basic income (loss) per common share $ 0.85 $ 1.58 $ (1.08 ) Diluted income (loss) per common share $ 0.85 $ 1.57 $ (1.08 ) ________________________________________________________ (1) Participating securities includes 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 year ended December 31, 2016. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Current: U.S.—Federal $ (328 ) $ — $ — U.S.—State — 2 23 Deferred: U.S.—Federal 426 (1,321 ) (7,046 ) U.S.—State 235 — (889 ) Total $ 333 $ (1,319 ) $ (7,912 ) |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense was different from the amounts computed by applying U.S. Federal income tax rate to pretax income as a result of the following: Year Ended December 31, 2018 2017 2016 Federal statutory rate 21.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 0.6 % — % 1.6 % Expiration of capital loss carryover — % — % (17.6 )% Change in valuation allowance related to current activity (21.3 )% (30.1 )% 9.2 % Change in valuation allowance related to change in tax rate — % (291.2 )% — % Change in tax rate — % 291.2 % — % Permanent items 1.3 % 1.1 % (5.7 )% Provision to return adjustments and other (0.8 )% (7.9 )% (7.8 )% Actual income tax rate 0.8 % (1.9 )% 14.7 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss $ 396,033 $ 388,317 Property and equipment 8,323 9,862 Intangible assets 444 — Other 17,886 10,263 Total deferred tax assets 422,686 408,442 Valuation allowance (394,196 ) (383,253 ) Net deferred tax assets 28,490 25,189 Deferred tax liabilities: Investment in Laramie Energy 26,981 18,140 Convertible notes 2,658 3,193 Intangible assets — 3,978 Other 496 863 Total deferred tax liabilities 30,135 26,174 Total deferred tax liability, net $ (1,645 ) $ (985 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summarized financial information concerning reportable segments consists of the following (in thousands): For the year ended December 31, 2018 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 3,210,067 $ 125,743 $ 441,040 $ (366,122 ) $ 3,410,728 Cost of revenues (excluding depreciation) 2,957,995 77,712 333,664 (366,255 ) 3,003,116 Operating expense (excluding depreciation) 146,320 7,782 61,182 — 215,284 Depreciation, depletion, and amortization 32,483 6,860 8,962 4,337 52,642 General and administrative expense (excluding depreciation) — — — 47,426 47,426 Acquisition and integration costs — — — 10,319 10,319 Operating income (loss) $ 73,269 $ 33,389 $ 37,232 $ (61,949 ) $ 81,941 Interest expense and financing costs, net (39,768 ) Debt extinguishment and commitment costs (4,224 ) Other income, net 1,046 Change in value of common stock warrants 1,801 Change in value of contingent consideration (10,500 ) Equity earnings from Laramie Energy, LLC 9,464 Income before income taxes 39,760 Income tax expense (333 ) Net income $ 39,427 Total assets $ 968,623 $ 130,138 $ 201,848 $ 160,125 $ 1,460,734 Goodwill 53,264 37,373 62,760 — 153,397 Capital expenditures 25,601 13,055 6,101 3,682 48,439 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $365.5 million for the year ended December 31, 2018 . For the year ended December 31, 2017 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 2,319,638 $ 121,470 $ 326,076 $ (324,118 ) $ 2,443,066 Cost of revenues (excluding depreciation) 2,062,804 66,301 249,097 (323,575 ) 2,054,627 Operating expense (excluding depreciation) 141,065 15,010 45,941 — 202,016 Depreciation, depletion, and amortization 29,753 6,166 6,338 3,732 45,989 General and administrative expense (excluding depreciation) — — — 46,078 46,078 Acquisition and integration costs — — — 395 395 Operating income (loss) $ 86,016 $ 33,993 $ 24,700 $ (50,748 ) $ 93,961 Interest expense and financing costs, net (31,632 ) Debt extinguishment and commitment costs (8,633 ) Other income, net 911 Change in value of common stock warrants (1,674 ) Equity earnings from Laramie Energy, LLC 18,369 Income before income taxes 71,302 Income tax benefit 1,319 Net income $ 72,621 Total assets $ 949,588 $ 118,304 $ 128,966 $ 150,549 $ 1,347,407 Goodwill 53,264 37,373 16,550 — 107,187 Capital expenditures 10,433 8,836 7,073 5,366 31,708 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $325.2 million for the year ended December 31, 2017 . For the year ended December 31, 2016 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 1,702,463 $ 102,779 $ 290,402 $ (230,599 ) $ 1,865,045 Cost of revenues (excluding depreciation) 1,580,014 65,439 220,545 (229,659 ) 1,636,339 Operating expense (excluding depreciation) 115,818 11,239 41,291 1,023 169,371 Depreciation, depletion, and amortization 17,565 4,679 6,372 3,001 31,617 General and administrative expense (excluding depreciation) — — — 42,073 42,073 Acquisition and integration costs — — — 5,294 5,294 Operating income (loss) $ (10,934 ) $ 21,422 $ 22,194 $ (52,331 ) $ (19,649 ) Interest expense and financing costs, net (28,506 ) Debt extinguishment and commitment costs — Gain on curtailment of pension obligation 3,067 Other expense, net (10 ) Change in value of common stock warrants 2,962 Change in value of contingent consideration 10,770 Equity losses from Laramie Energy, LLC (22,381 ) Loss before income taxes (53,747 ) Income tax benefit 7,912 Net loss $ (45,835 ) Total assets $ 772,438 $ 120,443 $ 122,570 $ 129,982 $ 1,145,433 Goodwill 53,037 36,145 16,550 — 105,732 Capital expenditures 15,106 1,344 4,375 4,008 24,833 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $271.9 million for the year ended December 31, 2016 . |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Summarized quarterly data for the years ended December 31, 2018 and 2017 consist of the following (in thousands, except per share amounts): Year Ended December 31, 2018 Q1 Q2 Q3 Q4 Revenues $ 765,439 $ 856,396 $ 909,781 $ 879,112 Operating income 27,656 28,983 4,894 20,408 Net income (loss) 15,185 16,178 (5,822 ) 13,886 Net income (loss) per share Basic $ 0.33 $ 0.35 $ (0.13 ) $ 0.30 Diluted $ 0.33 $ 0.35 $ (0.13 ) $ 0.30 Year Ended December 31, 2017 Q1 Q2 Q3 Q4 Revenues $ 605,253 $ 564,245 $ 610,506 $ 663,062 Operating income 29,189 16,451 26,716 21,605 Net income 27,786 7,006 18,824 19,005 Net income per share Basic $ 0.60 $ 0.15 $ 0.41 $ 0.41 Diluted $ 0.58 $ 0.15 $ 0.41 $ 0.41 |
Supplemental Oil and Gas Disc_2
Supplemental Oil and Gas Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Extractive Industries [Abstract] | |
Oil And Gas Property Successful Effort Method | Capitalized costs related to oil and gas activities are as follows (in thousands): December 31, 2018 2017 Company Unproved properties $ — $ — Proved properties 400 400 400 400 Accumulated depreciation and depletion (293 ) (275 ) Total $ 107 $ 125 Company’s share of Laramie Energy Unproved properties $ 16,379 $ 13,728 Proved properties 473,763 382,789 490,142 396,517 Accumulated depreciation, depletion, and amortization (150,075 ) (111,119 ) Total $ 340,067 $ 285,398 |
Cost Incurred in Oil and Gas Property Acquisition, Exploration, and Development Activities Disclosure | Costs incurred in oil and gas activities including costs associated with assets retirement obligations, are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Company Development costs—other $ — $ — $ — Total $ — $ — $ — Company’s share of Laramie Energy Acquisition costs $ — $ — $ 65,324 Development costs—other 50,867 49,273 12,805 Total $ 50,867 $ 49,273 $ 78,129 |
Capitalized Exploratory Well Costs, Roll Forward | A summary of the results of operations for oil and gas producing activities, excluding general and administrative costs, is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Company Revenue Oil and gas revenues $ 51 $ 288 $ 190 Expenses Production costs 191 29 147 Depletion and amortization 17 66 69 Exploration — — — Abandoned and impaired properties — — — Results of operations of oil and gas producing activities $ (157 ) $ 193 $ (26 ) Company’s share of Laramie Energy Revenue Oil and gas revenues $ 93,493 $ 66,783 $ 43,607 Expenses Production costs 42,706 32,606 27,750 Depletion, depreciation, and amortization 26,819 21,277 17,534 Results of operations of oil and gas producing activities $ 23,968 $ 12,900 $ (1,677 ) Total results of operations of oil and gas producing activities $ 23,811 $ 13,093 $ (1,703 ) |
Information Regarding Proved Oi
Information Regarding Proved Oil and Gas Reserves (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Extractive Industries [Abstract] | |
Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities | A summary of changes in estimated quantities of proved reserves for the years ended December 31, 2018 , 2017 , and 2016 is as follows: Gas Oil NGLS Total (MMcf) (Mbbl) (Mbbl) (MMcfe) (1) Company Balance at January 1, 2016 188 6 — 224 Revisions of quantity estimate 196 3 8 262 Extensions and discoveries — — — — Production (54 ) (2 ) — (66 ) Balance at December 31, 2016 330 7 8 420 Revisions of quantity estimate 109 2 3 139 Extensions and discoveries — — — — Production (47 ) (2 ) — (59 ) Balance at December 31, 2017 (2) 392 7 11 500 Revisions of quantity estimate (269 ) (2 ) (10 ) (341 ) Extensions and discoveries — — — — Production (34 ) (1 ) — (40 ) Balance at December 31, 2018 (3) 89 4 1 119 Company ’ s share of Laramie Energy Balance at January 1, 2016, as revised 127,274 480 3,850 153,254 Revisions of quantity estimate 28,195 53 526 31,672 Extensions and discoveries 638 1 19 758 Acquisitions and divestitures 168,887 492 4,701 200,045 Production (15,192 ) (59 ) (552 ) (18,858 ) Balance at December 31, 2016, as revised 309,802 967 8,544 366,871 Revisions of quantity estimate 1,344 211 (434 ) 3 Extensions and discoveries (2) — — — — Acquisitions and divestitures — — — — Production (18,104 ) (71 ) (608 ) (22,178 ) Balance at December 31, 2017 (2) 293,042 1,107 7,502 344,696 Revisions of quantity estimate 47,871 732 5,602 85,875 Extensions and discoveries — — — — Acquisitions and divestitures 22,391 12 191 23,609 Production (25,513 ) (106 ) (712 ) (30,421 ) Balance at December 31, 2018 (3) 337,791 1,745 12,583 423,759 Total at December 31, 2018 337,880 1,749 12,584 423,878 __________________________________________________ (1) MMcfe is based on a ratio of 6 Mcf to 1 barrel. (2) During 2017 , the Company’s estimated proved reserves, inclusive of the Company’s share of Laramie Energy’s estimated proved reserves, decreased by 22,095 MMcfe or approximately 6% . Production volumes related to our share of Laramie Energy’s estimated proved reserves resulted in a decrease of 22,178 MMcfe. Beginning in 2017, Par has decided to base its determination of Laramie Energy proved undeveloped reserves on only a two year drilling and three year completion time horizon, which has resulted in negative revisions to our proved reserves of 17,216 MMcfe during 2017. The Company’s share of Laramie Energy’s revisions of quantity estimate also includes 30,362 MMcfe of positive revisions associated with 44 probable locations that were converted to proved developed reserves during 2017. These 44 locations converted to proved reserves during 2017 were not considered extensions because they were drilled in proved areas that are slightly offset to other proved locations. The remaining decrease in estimated proved reserves was due to performance and other changes to the Company’s share of Laramie Energy’s proved developed producing and developed non-producing reserves. (3) During 2018 , the Company’s estimated proved reserves, inclusive of the Company’s share of Laramie Energy’s estimated proved reserves, increased by 78,682 MMcfe or approximately 23% . The Company’s share of Laramie Energy’s revisions of quantity estimate increased primarily due to: 1) additions of 60,679 MMcfe of proved undeveloped reserves primarily located within Laramie Energy's northern acreage, 2) 11,614 MMcfe of positive revisions associated with 13 probable locations that were converted to proved developed reserves during 2018, and 3) 13,582 MMcfe of positive revisions due to performance improvements and other changes to the Company’s share of Laramie Energy’s proved developed and undeveloped reserves. Production volumes related to our share of Laramie Energy’s estimated proved reserves resulted in a decrease of 30,421 MMcfe. During 2018, Laramie Energy closed on a purchase and contribution agreement with an unaffiliated third party that contributed 23,609 MMcfe of proved developed reserves in the Piceance Basin. A summary of proved developed and undeveloped reserves for the years ended December 31, 2018 , 2017 , and 2016 is presented below: Gas Oil NGLS Total (MMcf) (Mbbl) (Mbbl) (MMcfe) (1) December 31, 2016 Proved developed reserves Company 330 7 8 420 Company’s share of Laramie Energy 159,500 516 4,349 188,690 Total 159,830 523 4,357 189,110 Proved undeveloped reserves Company — — — — Company’s share of Laramie Energy 150,302 451 4,195 178,181 Total 150,302 451 4,195 178,181 December 31, 2017 Proved developed reserves Company 392 7 11 500 Company’s share of Laramie Energy 174,464 658 4,589 205,946 Total 174,856 665 4,600 206,446 Proved undeveloped reserves Company — — — — Company’s share of Laramie Energy 118,578 449 2,913 138,750 Total 118,578 449 2,913 138,750 December 31, 2018 Proved developed reserves Company 89 4 1 119 Company’s share of Laramie Energy 256,363 1,420 8,868 318,091 Total 256,452 1,424 8,869 318,210 Proved undeveloped reserves Company — — — — Company’s share of Laramie Energy 81,428 325 3,715 105,668 Total 81,428 325 3,715 105,668 __________________________________________________ (1) MMcfe is based on a ratio of 6 Mcf to 1 barrel. Price per MMbtu WTI per Bbl Base pricing, before adjustments for contractual December 31, 2016 $ 2.29 $ 42.75 December 31, 2017 2.68 51.34 December 31, 2018 2.47 65.56 ______________________________________________ (1) Proved reserves are required to be calculated based on the 12-month, first day of the month historical average price in accordance with SEC rules. The prices shown above are base index prices to which adjustments are made for contractual deducts and other factors. |
Standardized Measure of Discounted Future Cash Flows Relating to Proved Reserves Disclosure | Future net cash flows presented below are computed using applicable prices (as summarized above) and costs and are net of all overriding royalty revenue interests. December 31, 2018 2017 2016 (in thousands) Company Future net cash flows $ 398 $ 1,802 $ 1,154 Future costs Production 123 902 713 Development and abandonment 35 — 2 Income taxes (1) — — — Future net cash flows 240 900 439 10% discount factor (110 ) (328 ) (154 ) Discounted future net cash flows $ 130 $ 572 $ 285 Company’s share of Laramie Energy Future net cash flows $ 1,283,890 $ 1,026,005 $ 905,607 Future costs Production 583,112 491,748 462,684 Development and abandonment 93,546 109,248 136,224 Income taxes (1) — — — Future net cash flows 607,232 425,009 306,699 10% discount factor (288,130 ) (209,188 ) (165,557 ) Discounted future net cash flows $ 319,102 $ 215,821 $ 141,142 Total discounted future net cash flows $ 319,232 $ 216,393 $ 141,427 _______________________________________________ (1) No income tax provision is included in the standardized measure of discounted future net cash flows calculation shown above as we do not project to be taxable or pay cash income taxes based on its available tax assets and additional tax assets generated in the development of its reserves because the tax basis of its oil and gas properties and NOL carryforwards exceeds the amount of discounted future net earnings. |
Schedule of Changes in Standardized Measure of Discounted Future Net Cash Flows | The principal sources of changes in the standardized measure of discounted net cash flows for the years ended December 31, 2018 , 2017 , and 2016 are as follows (in thousands): Company Company's Share Total Balance at January 1, 2016 $ 192 $ 39,605 $ 39,797 Sales of oil and gas production during the period, net of production costs (62 ) (7,979 ) (8,041 ) Acquisitions and divestitures — 81,066 81,066 Net change in prices and production costs (20 ) 2,994 2,974 Changes in estimated future development costs 14 (8,575 ) (8,561 ) Extensions, discoveries, and improved recovery — 231 231 Revisions of previous quantity estimates, estimated timing of development and other 142 16,995 17,137 Previously estimated development and abandonment costs incurred during the period — 12,805 12,805 Accretion of discount 19 4,000 4,019 Balance at December 31, 2016 285 141,142 141,427 Sales of oil and gas production during the period, net of production costs (28 ) (29,911 ) (29,939 ) Net change in prices and production costs (60 ) 35,597 35,537 Revisions of previous quantity estimates, estimated timing of development and other 346 37,692 38,038 Previously estimated development and abandonment costs incurred during the period — 17,187 17,187 Accretion of discount 29 14,114 14,143 Balance at December 31, 2017 572 215,821 216,393 Sales of oil and gas production during the period, net of production costs (127 ) (47,165 ) (47,292 ) Acquisitions and divestitures — 35,182 35,182 Net change in prices and production costs 20 (1,365 ) (1,345 ) Revisions of previous quantity estimates, estimated timing of development and other (392 ) 54,311 53,919 Previously estimated development and abandonment costs incurred during the period — 40,736 40,736 Accretion of discount 57 21,582 21,639 Balance at December 31, 2018 $ 130 $ 319,102 319,232 |
Overview - Additional Informati
Overview - Additional Information (Detail) mbpd in Thousands | 12 Months Ended | ||||
Dec. 31, 2018mbpdsegmentgasoline_store_facilityrefinery | Oct. 18, 2018 | Feb. 28, 2018 | Mar. 01, 2016 | Feb. 29, 2016 | |
Operating segments | segment | 3 | ||||
Number of owned and operated refineries | refinery | 3 | ||||
Oil and gas refinery | mbpd | 200 | ||||
Number of retail outlets | 124 | ||||
Number of branded retail sites | 76 | ||||
Convenience stores, rebranded | 24 | ||||
Convenience store facilities | 34 | ||||
Laramie Energy Company | |||||
Ownership of Laramie Energy, LLC | 46.00% | 46.00% | 39.10% | 42.30% | 32.40% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Amortization period of planned major maintenance activities, minimum | 3 years | |||
Amortization period of planned major maintenance activities, maximum | 5 years | |||
Deferred turnaround expenditures | $ 0 | $ 0 | $ 32,661,000 | |
Depreciation expense excluded from cost of revenues | 6,722,000 | 6,029,000 | 4,604,000 | |
Depreciation expense excluded from operating expense | 28,037,000 | 22,861,000 | 16,340,000 | |
Depreciation expense excluded from general and administrative expense | $ 4,233,000 | $ 2,929,000 | 2,108,000 | |
Recognized Net gain (loss) due curtailments | 3,100,000 | |||
Refining Equipment | Minimum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
PP&E useful life | 8 years | |||
Refining Equipment | Maximum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
PP&E useful life | 47 years | |||
Logistic | Minimum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
PP&E useful life | 3 years | |||
Logistic | Maximum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
PP&E useful life | 30 years | |||
Retail Site | Minimum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
PP&E useful life | 3 years | |||
Retail Site | Maximum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
PP&E useful life | 30 years | |||
Corporate | Minimum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
PP&E useful life | 3 years | |||
Corporate | Maximum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
PP&E useful life | 7 years | |||
Software | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
PP&E useful life | 3 years | |||
Accounting Standards Update 2017-07 | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Recognized Net gain (loss) due curtailments | $ 3,100,000 | |||
Scenario, Forecast | Accounting Standards Update 2016-02 | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease, right-of-use asset | $ 385,000,000 | |||
Operating lease, liability | $ 365,000,000 |
Investment in Laramie Energy -
Investment in Laramie Energy - Additional Information (Detail) - USD ($) | Oct. 18, 2018 | Feb. 28, 2018 | Mar. 01, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 29, 2016 |
Schedule of Equity Method Investments [Line Items] | |||||||
Investment in Laramie Energy, LLC | $ 0 | $ 0 | $ 55,000,000 | ||||
Depreciation, depletion, and amortization | 52,642,000 | 45,989,000 | 31,617,000 | ||||
Unrealized gain (loss) on derivative contracts | $ (2,122,000) | 989,000 | 15,479,000 | ||||
Laramie Energy Company | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership of Laramie Energy, LLC | 46.00% | 39.10% | 42.30% | 46.00% | 32.40% | ||
Depreciation, depletion, and amortization | $ 66,600,000 | 50,300,000 | 42,700,000 | ||||
Unrealized gain (loss) on derivative contracts | (4,100,000) | 46,200,000 | $ (34,500,000) | ||||
Amount of equity in underlying assets exceeding carrying value | $ 85,200,000 | 67,200,000 | |||||
Amortization of natural gas and oil properties | 15 years | ||||||
Unaffiliated Third Party | Laramie Energy Company | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Investment in Laramie Energy, LLC | $ 20,000,000 | ||||||
Equity method investments, fair value | $ 28,100,000 | ||||||
Shares issued (in shares) | 70,227 | ||||||
Additional payments to acquire equity method investments | $ 3,500,000 | ||||||
Piceance Basin | Laramie Energy Company | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Investment in Laramie Energy, LLC | $ 152,100,000 | ||||||
Revolving Credit Facility | Laramie Energy Company | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Line credit maximum borrowing amount | $ 400,000,000 | ||||||
Asset borrowing base currently at | 240,000,000 | ||||||
Balance outstanding on the revolving credit facility | $ 210,800,000 | $ 171,500,000 | |||||
Capital Unit, Class A [Member] | Laramie Energy Company | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Stock repurchased during period (in shares) | 138,795 | ||||||
Stock repurchased during period | $ 14,800,000 |
Investment in Laramie Energy _2
Investment in Laramie Energy - Change in Equity Investment (Detail) - USD ($) $ in Thousands | Mar. 01, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||||
Beginning balance | $ 127,192 | |||
Equity earnings (losses) from Laramie Energy, LLC | 9,464 | $ 18,369 | $ (22,381) | |
Ending balance | 136,656 | 127,192 | ||
Laramie Energy Company | ||||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||||
Beginning balance | 127,192 | 108,823 | 76,203 | |
Equity earnings (losses) from Laramie Energy, LLC | 4,487 | 13,043 | (28,198) | |
Accretion of basis difference | 4,977 | 5,326 | 5,818 | |
Investments | $ 55,000 | 0 | 0 | 55,000 |
Ending balance | $ 136,656 | $ 127,192 | $ 108,823 |
Investment in Laramie Energy _3
Investment in Laramie Energy - Summarized Financial Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
ASSETS | |||||||||||
Current assets | $ 586,592 | $ 603,544 | $ 586,592 | $ 603,544 | |||||||
Current liabilities | 507,201 | 470,952 | 507,201 | 470,952 | |||||||
Income (loss) from operations | 20,408 | $ 4,894 | $ 28,983 | $ 27,656 | 21,605 | $ 26,716 | $ 16,451 | $ 29,189 | 81,941 | 93,961 | $ (19,649) |
Net income (loss) | 13,886 | $ (5,822) | $ 16,178 | $ 15,185 | 19,005 | $ 18,824 | $ 7,006 | $ 27,786 | 39,427 | 72,621 | (45,835) |
Laramie Energy Company | |||||||||||
ASSETS | |||||||||||
Current assets | 28,569 | 18,757 | 28,569 | 18,757 | |||||||
Non-current assets | 788,515 | 720,444 | 788,515 | 720,444 | |||||||
Current liabilities | 41,681 | 42,149 | 41,681 | 42,149 | |||||||
Non-current liabilities | $ 293,084 | $ 237,497 | 293,084 | 237,497 | |||||||
Natural gas and oil revenues | 226,974 | 157,879 | 104,826 | ||||||||
Income (loss) from operations | 34,206 | 6,019 | (27,325) | ||||||||
Net income (loss) | $ 6,347 | $ 30,837 | $ (61,849) |
Acquisitions - Hawaii Refinery
Acquisitions - Hawaii Refinery Expansion (Details) - USD ($) shares in Thousands, $ in Thousands | Dec. 19, 2018 | Dec. 31, 2018 | Dec. 31, 2016 |
Schedule of Asset Acquisition [Line Items] | |||
Asset acquisition, consideration transferred | $ 66,900 | ||
Issuance of common stock in connection with acquisition | $ 19,318 | $ 49,044 | |
Common Stock | |||
Schedule of Asset Acquisition [Line Items] | |||
Issuance of common stock in connection with acquisition (in shares) | 1,108 | 4,075 | |
Issuance of common stock in connection with acquisition | $ 11 | $ 41 | |
Hawaii Refinery Expansion - Asset Acquisition | |||
Schedule of Asset Acquisition [Line Items] | |||
Asset acquisition, consideration transferred, working capital adjustments | 4,300 | ||
Payments for asset acquisitions | 47,600 | ||
Issuance of common stock in connection with acquisition | 19,300 | ||
Property, plant and equipment, additions | 45,200 | ||
Asset acquisition, non-hydrocarbon inventory | 4,300 | ||
Asset acquisition, hydrocarbon inventory | $ 17,400 | ||
Asset acquisition, transaction costs | $ 5,700 | ||
Hawaii Refinery Expansion - Asset Acquisition | Common Stock | |||
Schedule of Asset Acquisition [Line Items] | |||
Issuance of common stock in connection with acquisition (in shares) | 1,100 |
Acquisitions - Northwest Retail
Acquisitions - Northwest Retail Acquisition (Details) $ in Thousands | Mar. 23, 2018USD ($)gasoline_store_facility | Dec. 31, 2018USD ($)gasoline_store_facility | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||||
Convenience store facilities | gasoline_store_facility | 34 | |||
Goodwill | $ 153,397 | $ 107,187 | $ 105,732 | |
Acquisition and integration costs | 10,319 | $ 395 | $ 5,294 | |
Northwest Retail | ||||
Business Acquisition [Line Items] | ||||
Convenience store facilities | gasoline_store_facility | 21 | |||
Number of leased retail gasoline | gasoline_store_facility | 12 | |||
Payments to acquire businesses | $ 74,500 | |||
Goodwill | 46,210 | |||
Acquisition and integration costs | $ 600 | |||
Retail | Northwest Retail | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 46,200 |
Acquisitions - Wyoming Refining
Acquisitions - Wyoming Refining Company Acquisition (Details) - USD ($) | Jul. 14, 2016 | Jun. 30, 2016 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||||||||
Goodwill | $ 153,397,000 | $ 107,187,000 | $ 153,397,000 | $ 107,187,000 | $ 105,732,000 | ||||||||
Acquisition and integration costs | 10,319,000 | 395,000 | 5,294,000 | ||||||||||
Net loss | $ 13,886,000 | $ (5,822,000) | $ 16,178,000 | $ 15,185,000 | $ 19,005,000 | $ 18,824,000 | $ 7,006,000 | $ 27,786,000 | $ 39,427,000 | 72,621,000 | (45,835,000) | ||
Wyoming Refining Company | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments to acquire businesses | $ 209,400,000 | ||||||||||||
Adjustment to WRC environmental liability (other non-current liabilities) | 2,000,000 | ||||||||||||
Adjustment to inventory | 500,000 | ||||||||||||
Adjustment to goodwill | $ 1,500,000 | $ 1,455,000 | |||||||||||
Goodwill | 66,449,000 | ||||||||||||
Acquisition and integration costs | 700,000 | ||||||||||||
Revenues | 174,600,000 | ||||||||||||
Net loss | $ 700,000 | ||||||||||||
Other Long Term Assets | Wyoming Refining Company | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Deposit to acquire businesses | $ 5,000,000 | ||||||||||||
5% Convertible Senior Notes due 2021 | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | 5.00% | ||||||||||
Convertible Debt | Convertible Subordinated Bridge Notes | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Debt instrument, interest rate | 2.50% | 2.50% | |||||||||||
Convertible Debt | 5% Convertible Senior Notes due 2021 | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | 5.00% | ||||||||||
Debt instrument, face amount | $ 115,000,000 | ||||||||||||
Secured Debt | Wyoming Refining Company | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Wyoming Refining Senior Secured Debt | (58,036,000) | ||||||||||||
Refining | Wyoming Refining Company | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Goodwill | 39,800,000 | ||||||||||||
Logistics | Wyoming Refining Company | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Goodwill | 26,600,000 | ||||||||||||
Revolving Credit Facility | Wyoming Refining Senior Secured Revolver | Wyoming Refining Company | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Wyoming Refining Senior Secured Debt | (10,100,000) | ||||||||||||
Secured Debt | Wyoming Refining Company | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Debt instrument, face amount | $ 65,000,000 |
Acquisitions - Summary of Asset
Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Mar. 23, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 14, 2016 |
Goodwill | $ 153,397 | $ 107,187 | $ 105,732 | ||
Northwest Retail | |||||
Cash | $ 200 | ||||
Inventories | 4,138 | ||||
Prepaid and other current assets | 243 | ||||
Property, plant and equipment | 30,230 | ||||
Goodwill | 46,210 | ||||
Accounts payable and other current liabilities | (759) | ||||
Wyoming Refining Senior Secured Debt | (5,244) | ||||
Other non-current liabilities | (487) | ||||
Total | $ 74,531 | ||||
Wyoming Refining Company | |||||
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 | Secured Debt | |||||
Wyoming Refining Senior Secured Debt | (58,036) | ||||
Wyoming Refining Senior Secured Revolver | Wyoming Refining Company | Revolving Credit Facility | |||||
Wyoming Refining Senior Secured Debt | $ (10,100) |
Acquisitions - Unaudited Pro Fo
Acquisitions - Unaudited Pro Forma Financial Information (Detail) - Wyoming Refining Company $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenues | $ | $ 2,026,237 |
Net loss | $ | $ (51,239) |
Earnings Per Share [Abstract] | |
Basic (in dollars per share) | $ / shares | $ (1.21) |
Diluted (in dollars per share) | $ / shares | $ (1.21) |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Contract receivable | $ 148,400 | $ 112,300 | $ 148,400 | $ 112,300 | |||||||
Advances from customers | 6,681 | 9,522 | 6,681 | 9,522 | |||||||
Revenues | $ 879,112 | $ 909,781 | $ 856,396 | $ 765,439 | $ 663,062 | $ 610,506 | $ 564,245 | $ 605,253 | 3,410,728 | $ 2,443,066 | $ 1,865,045 |
Refining | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 3,210,067 | ||||||||||
Logistics | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 125,743 | ||||||||||
Retail | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 441,040 | ||||||||||
Gasoline | Refining | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 981,090 | ||||||||||
Gasoline | Logistics | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | ||||||||||
Gasoline | Retail | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 317,434 | ||||||||||
Distillates | Refining | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 1,770,381 | ||||||||||
Distillates | Logistics | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | ||||||||||
Distillates | Retail | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 39,835 | ||||||||||
Other Refined Products | Refining | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 458,596 | ||||||||||
Other Refined Products | Logistics | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | ||||||||||
Other Refined Products | Retail | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | ||||||||||
Merchandise | Refining | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | ||||||||||
Merchandise | Logistics | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | ||||||||||
Merchandise | Retail | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 83,771 | ||||||||||
Transportation and Terminalling Services | Refining | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | ||||||||||
Transportation and Terminalling Services | Logistics | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 125,743 | ||||||||||
Transportation and Terminalling Services | Retail | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 0 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Crude oil and feedstocks | $ 124,877 | $ 149,984 |
Refined products and blendstock | 162,576 | 172,422 |
Warehouse stock and other (2) | 34,612 | 22,951 |
Total | 322,065 | 345,357 |
Reserves for the lower of cost or market value of inventory | 3,800 | 0 |
Renewable Identification Numbers “RINs” [Member] | ||
Warehouse stock and other (2) | 5,000 | |
Titled Inventory | ||
Crude oil and feedstocks | 7,000 | 93,970 |
Refined products and blendstock | 62,401 | 63,505 |
Warehouse stock and other (2) | 34,612 | 22,951 |
Total | 104,013 | 180,426 |
Supply and Offtake Agreements | ||
Crude oil and feedstocks | 117,877 | 56,014 |
Refined products and blendstock | 100,175 | 108,917 |
Warehouse stock and other (2) | 0 | 0 |
Total | $ 218,052 | $ 164,931 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Collateral posted with broker for derivative instruments (1) | $ 2,759 | $ 215 |
Prepaid insurance | 7,727 | 7,547 |
Derivative assets | 5,164 | 4,296 |
Other | 12,720 | 5,221 |
Total | $ 28,370 | $ 17,279 |
Property, Plant and Equipment (
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Land | $ 117,559 | $ 79,330 | |
Buildings and equipment | 512,870 | 433,977 | |
Other | 18,939 | 15,931 | |
Total property, plant, and equipment | 649,368 | 529,238 | |
Proved oil and gas properties | 400 | 400 | |
Less accumulated depreciation and depletion | (111,507) | (79,622) | |
Property, plant, and equipment, net | 538,261 | 450,016 | |
Depreciation expense | $ 39,000 | $ 31,800 | $ 23,100 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Asset retirement obligation - beginning of period | $ 9,103 | $ 9,042 | $ 8,909 |
Obligations acquired | 487 | 0 | 0 |
Accretion expense | 395 | 369 | 362 |
Liabilities settled during period | 0 | (308) | (229) |
Asset retirement obligation - end of period | $ 9,985 | $ 9,103 | $ 9,042 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | |||
Balance at beginning of period | $ 107,187 | $ 105,732 | |
Balance at end of period | 153,397 | 107,187 | |
Wyoming Refining Company | |||
Goodwill [Roll Forward] | |||
Adjustment to goodwill | $ 1,500 | $ 1,455 | |
Northwest Retail | |||
Goodwill [Roll Forward] | |||
Acquisition during period | $ 46,210 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 41,580 | $ 41,580 |
Accumulated amortization of intangible assets | (17,633) | (14,976) |
Amortized intangible assets, Net | 23,947 | 26,604 |
Railcar Leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 3,249 | 3,249 |
Accumulated amortization of intangible assets | (3,249) | (3,249) |
Amortized intangible assets, Net | 0 | 0 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 6,267 | 6,267 |
Accumulated amortization of intangible assets | (5,037) | (4,951) |
Amortized intangible assets, Net | 1,230 | 1,316 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 32,064 | 32,064 |
Accumulated amortization of intangible assets | (9,347) | (6,776) |
Amortized intangible assets, Net | $ 22,717 | $ 25,288 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 2.7 | $ 3.3 | $ 4.5 |
Average useful life | 13 years 6 months |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Finite-lived Intangible Assets Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2019 | $ 2,658 | |
2020 | 2,658 | |
2021 | 2,658 | |
2022 | 2,658 | |
2023 | 2,658 | |
Thereafter | 10,657 | |
Amortized intangible assets, Net | $ 23,947 | $ 26,604 |
Inventory Financing Agreements(
Inventory Financing Agreements(Textual) (Detail) mbpd in Thousands | Dec. 05, 2018USD ($)mbpd | Jun. 27, 2018USD ($) | Jun. 26, 2018USD ($) | May 08, 2017 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 01, 2018USD ($) | Dec. 21, 2017 | Dec. 01, 2016USD ($)installment | Jun. 01, 2015USD ($) |
Supply and exchange agreement expenses | $ 39,768,000 | $ 31,632,000 | $ 28,506,000 | ||||||||
Supply and Offtake Agreements | |||||||||||
Commitment period | 1 year | ||||||||||
Debt instrument, interest rate | 7.00% | ||||||||||
Amount of deferred payment arrangement | $ 165,000,000 | $ 125,000,000 | |||||||||
Percentage of receivables and inventory for deferred payment | 85.00% | 85.00% | |||||||||
Purchase And Supply Commitment, Deferred Payment Arrangement, Aggregate Marginal Increase | $ 2,500,000 | ||||||||||
Barrels of crude per day provided by J. Aron | mbpd | 150 | ||||||||||
Supply and exchange agreement expenses | 4,500,000 | 2,300,000 | 3,200,000 | ||||||||
Deferral arrangement fee | $ 1,300,000 | ||||||||||
Current borrowing capacity | 77,400,000 | 83,100,000 | |||||||||
Outstanding amount of deferred payment arrangement | 68,400,000 | 41,100,000 | |||||||||
Fee agreement receivable | $ 2,500,000 | 7,100,000 | $ 2,200,000 | $ 14,600,000 | |||||||
Number of fee agreement payments | installment | 18 | ||||||||||
London Interbank Offered Rate (LIBOR) | Supply and Offtake Agreements | |||||||||||
Basis spread on variable rate | 3.50% | ||||||||||
Deferred payment availability fee | 0.75% | ||||||||||
7.75% Senior Secured Note due 2025 | |||||||||||
Debt instrument, interest rate | 7.75% | ||||||||||
7.75% Senior Secured Note due 2025 | Senior Notes | |||||||||||
Debt instrument, interest rate | 7.75% | 7.75% | |||||||||
Shipping and Handling [Member] | Supply and Offtake Agreements | |||||||||||
Cost of goods and services sold | $ 21,500,000 | $ 13,700,000 | $ 7,800,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 27, 2018 | Dec. 31, 2017 | Dec. 21, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||||||
Principal amount of long-term debt | $ 416,466 | $ 415,000 | ||||
Less: unamortized discount and deferred financing costs | (23,826) | (30,188) | ||||
Total debt, net of unamortized debt discount | 392,640 | 384,812 | ||||
Less current maturities | (33) | 0 | ||||
Long-term debt, net of current maturities and unamortized discount | $ 392,607 | 384,812 | ||||
5% Convertible Senior Notes due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 5.00% | 5.00% | ||||
7.75% Senior Secured Note due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 7.75% | |||||
Convertible Debt | 5% Convertible Senior Notes due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of long-term debt | $ 115,000 | 115,000 | ||||
Less: unamortized discount and deferred financing costs | $ (14,600) | |||||
Debt instrument, interest rate | 5.00% | 5.00% | ||||
Senior Notes | 7.75% Senior Secured Note due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of long-term debt | $ 300,000 | 300,000 | $ 300,000 | |||
Debt instrument, interest rate | 7.75% | 7.75% | ||||
Term Loan | Mid Pac Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of long-term debt | $ 1,466 | 0 | ||||
Debt instrument, interest rate | 4.375% | |||||
Revolving Credit Facility | ABL Revlover | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of long-term debt | 0 | $ 0 | ||||
Letters of credit outstanding | $ 13,500 |
Debt - Long-Term Debt Maturitie
Debt - Long-Term Debt Maturities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2019 | $ 33 | |
2020 | 34 | |
2021 | 115,036 | |
2022 | 37 | |
2023 | 39 | |
Thereafter | 301,287 | |
Total debt, net of unamortized debt discount | $ 416,466 | $ 415,000 |
Debt - 7.75% Senior Secured Not
Debt - 7.75% Senior Secured Notes Due 2025 (Details) - USD ($) $ in Thousands | Dec. 21, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 416,466 | $ 415,000 | |
7.75% Senior Secured Note due 2025 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 7.75% | ||
Senior Notes | 7.75% Senior Secured Note due 2025 | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 300,000 | $ 300,000 | $ 300,000 |
Long-term debt | $ 289,200 | ||
Unamortized discount and debt issuance costs, percentage | 1.00% | ||
Debt instrument, interest rate | 7.75% | 7.75% |
Debt - ABL Loan Agreement (Deta
Debt - ABL Loan Agreement (Details) - USD ($) | Jul. 24, 2018 | Dec. 31, 2018 |
Revolving Credit Facility | ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility, increase (decrease) | $ 10,000,000 | |
Line credit maximum borrowing amount | $ 85,000,000 | |
Revolving Credit Facility | ABL Revlover | ||
Debt Instrument [Line Items] | ||
Line of credit facility, fair value of amount outstanding | $ 0 | |
Line of credit facility, borrowing base | $ 54,700,000 | |
Effective percentage | 4.30% | |
Borrowing Base Greater than 50% | London Interbank Offered Rate (LIBOR) | ABL Revlover | ||
Debt Instrument [Line Items] | ||
Debt instrument margin rate | 1.75% | |
Borrowing Base Greater than 50% | Prime Rate | ABL Revlover | ||
Debt Instrument [Line Items] | ||
Debt instrument margin rate | 0.75% | |
Borrowing Base Greater than 30% and less than or Equal to 50% | London Interbank Offered Rate (LIBOR) | ABL Revlover | ||
Debt Instrument [Line Items] | ||
Debt instrument margin rate | 2.00% | |
Borrowing Base Greater than 30% and less than or Equal to 50% | Prime Rate | ABL Revlover | ||
Debt Instrument [Line Items] | ||
Debt instrument margin rate | 1.00% | |
Borrowing Base Less Than or Equal to 30% | London Interbank Offered Rate (LIBOR) | ABL Revlover | ||
Debt Instrument [Line Items] | ||
Debt instrument margin rate | 2.25% | |
Borrowing Base Less Than or Equal to 30% | Prime Rate | ABL Revlover | ||
Debt Instrument [Line Items] | ||
Debt instrument margin rate | 1.25% |
Debt - Mid Pac Term Loan (Detai
Debt - Mid Pac Term Loan (Details) - USD ($) $ in Thousands | Sep. 27, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of debt | $ 118,741 | $ 616,706 | $ 354,682 | |
Term Loan | Mid Pac Term Loan | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of debt | $ 1,500 | |||
Debt instrument, interest rate | 4.375% |
Debt - J. Aron Forward Sale (De
Debt - J. Aron Forward Sale (Details) - Supply and Offtake Agreements - USD ($) $ in Millions | Dec. 21, 2017 | May 08, 2017 |
Debt Instrument [Line Items] | ||
Purchase And supply commitment, forward sale amount | $ 30 | |
Debt instrument, interest rate | 7.00% | |
Cost associated with termination of debt | $ 0.3 |
Debt - Par Wyoming Holdings Cre
Debt - Par Wyoming Holdings Credit Agreement (Details) - Wyoming Refining Company - USD ($) | Dec. 21, 2017 | Jul. 14, 2016 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 9.50% | |
Basis spread on variable rate, paid in kind | 13.00% | |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 65,000,000 | |
Cost associated with termination of debt | $ 5,200,000 |
Debt - Wyoming Refining Credit
Debt - Wyoming Refining Credit Facilities (Details) - USD ($) | Dec. 21, 2017 | Jul. 14, 2016 |
Revolving Credit Facility | Wyoming Refining Senior Secured Revolver | ||
Debt Instrument [Line Items] | ||
Line credit maximum borrowing amount | $ 30,000,000 | |
Cost associated with termination of debt | $ 100,000 | |
Term Loan | Wyoming Refining Senior Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Periodic payment, principal amount | $ 2,300,000 | |
Term Loan | Wyoming Refining Company | Wyoming Refining Senior Secured Term Loan | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.00% |
Debt - 5% Convertible Senior No
Debt - 5% Convertible Senior Note Due 2021 (Details) | Jun. 27, 2016USD ($)shares | Jun. 21, 2016USD ($)$ / shares | Jun. 30, 2016USD ($)daytrading_day | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 15, 2016USD ($) |
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 118,751,000 | $ 603,770,000 | $ 202,165,000 | ||||
Principal amount of long-term debt | 416,466,000 | 415,000,000 | |||||
Unamortized discount (premium) and debt issuance costs | $ 23,826,000 | 30,188,000 | |||||
5% Convertible Senior Notes due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 5.00% | 5.00% | |||||
Convertible Debt | 5% Convertible Senior Notes due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 115,000,000 | ||||||
Additional principal amount | 15,000,000 | ||||||
Proceeds from borrowings | $ 111,600,000 | ||||||
Debt instrument, interest rate | 5.00% | 5.00% | |||||
Conversion rate | 55.5556 | ||||||
Number of equity instruments | shares | 6,388,894 | ||||||
Conversion price | $ / shares | $ 18 | ||||||
Threshold percentage of stock price trigger | 140.00% | ||||||
Threshold trading days | day | 20 | ||||||
Threshold consecutive trading days | trading_day | 30 | ||||||
Redemption price, percentage | 100.00% | ||||||
Long-term debt, fair value | $ 89,300,000 | ||||||
Carrying amount of equity component | 22,200,000 | ||||||
If-converted value in excess of principal | $ 0 | ||||||
Principal amount of long-term debt | 115,000,000 | 115,000,000 | |||||
Unamortized discount (premium) and debt issuance costs | 14,600,000 | ||||||
Term Loan | Tranche B Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 5,000,000 | ||||||
Deferred finance costs, net | $ 2,500,000 | ||||||
Long-term Debt | Convertible Debt | 5% Convertible Senior Notes due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Deferred finance costs, net | $ 600,000 | ||||||
Reported Value Measurement | 5% Convertible Senior Notes due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, fair value | $ 100,411,000 | $ 95,486,000 |
Debt - Hawaii Retail Credit Fac
Debt - Hawaii Retail Credit Facilities (Details) - USD ($) | Dec. 21, 2017 | Dec. 31, 2017 | Dec. 21, 2017 | Dec. 17, 2015 |
Hawaii Retail Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Interest rate during period | 4.00% | |||
Hawaii Retail Credit Agreement | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Line credit maximum borrowing amount | $ 110,000,000 | |||
Annual principal payment | $ 2,750,000 | $ 2,750,000 | ||
Hawaii Retail Credit Agreement | Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Line credit maximum borrowing amount | $ 5,000,000 | |||
Cost associated with termination of debt | $ 1,200,000 | |||
Base Rate | Minimum | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument margin rate | 1.50% | |||
Base Rate | Maximum | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument margin rate | 2.25% | |||
Eurodollar | Minimum | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument margin rate | 2.50% | |||
Eurodollar | Maximum | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument margin rate | 3.25% |
Debt - Bridge Notes (Details)
Debt - Bridge Notes (Details) - Bridge Loan - USD ($) $ / shares in Units, $ in Millions | Sep. 22, 2016 | Jul. 14, 2016 |
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 3.1 | $ 52.6 |
Accrued interest, increase | 0.3 | |
Deferred finance costs, net | $ 3 | |
Rights Offering | ||
Debt Instrument [Line Items] | ||
Shares subscribed but unissued | 4,000,000 | |
Issuance of common stock, net of offering costs | $ 49.9 | |
Common Stock | Rights Offering | ||
Debt Instrument [Line Items] | ||
Conversion of Bridge Notes (in shares) | 272,733 | |
Conversion price | $ 12.25 |
Debt - Term Loan (Details)
Debt - Term Loan (Details) - USD ($) | Jun. 21, 2016 | Jul. 11, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 22, 2016 | Jun. 15, 2016 |
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 118,751,000 | $ 603,770,000 | $ 202,165,000 | ||||
Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Original issue discount | 5.00% | ||||||
Secured Debt | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Line credit maximum borrowing amount | $ 50,000,000 | ||||||
Bridge Loan | |||||||
Debt Instrument [Line Items] | |||||||
Deferred finance costs, net | $ 3,000,000 | ||||||
Bridge Loan | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Line credit maximum borrowing amount | $ 75,000,000 | ||||||
Minimum | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate during period | 10.00% | ||||||
Maximum | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate during period | 12.00% | ||||||
Tranche B Term Loan | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Deferred finance costs, net | $ 2,500,000 | ||||||
Repayments of debt | $ 5,000,000 | ||||||
Delayed Draw Term Loan and Bridge Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Financing costs expensed | $ 1,800,000 | ||||||
Whitebox Advisors, LLC | Tranche B Term Loan | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Deferred finance costs, net | $ 1,300,000 | ||||||
Repayments of debt | $ 3,300,000 |
Debt - Guarantors (Details)
Debt - Guarantors (Details) | Feb. 06, 2019USD ($) |
Subsequent Event | |
Debt Instrument [Line Items] | |
Initial offering price | $ 750,000,000 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) bbl in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2018USD ($) | Dec. 31, 2018USD ($)bbl | Dec. 31, 2016 | Jun. 30, 2016USD ($) | |
Credit Derivatives [Line Items] | ||||
Derivative contracts, barrels | (225) | |||
Future | ||||
Credit Derivatives [Line Items] | ||||
Derivative contracts, barrels | (279) | |||
Swap | ||||
Credit Derivatives [Line Items] | ||||
Derivative contracts, barrels | (504) | |||
Interest Rate Swap | ||||
Credit Derivatives [Line Items] | ||||
Fixed interest rate | 0.97% | |||
Notional amount | $ | $ 100,000,000 | $ 100,000,000 | ||
Termination of derivative gain (loss) | $ | $ 3,700,000 | |||
Long | ||||
Credit Derivatives [Line Items] | ||||
Derivative contracts, barrels | (605) | |||
Long | Future | ||||
Credit Derivatives [Line Items] | ||||
Derivative contracts, barrels | (305) | |||
Long | Swap | ||||
Credit Derivatives [Line Items] | ||||
Derivative contracts, barrels | (300) | |||
Short | ||||
Credit Derivatives [Line Items] | ||||
Derivative contracts, barrels | (830) | |||
Short | Future | ||||
Credit Derivatives [Line Items] | ||||
Derivative contracts, barrels | (26) | |||
Short | Swap | ||||
Credit Derivatives [Line Items] | ||||
Derivative contracts, barrels | (804) | |||
5% Convertible Senior Notes due 2021 | ||||
Credit Derivatives [Line Items] | ||||
Debt instrument, interest rate | 5.00% | 5.00% | ||
5% Convertible Senior Notes due 2021 | Convertible Debt | ||||
Credit Derivatives [Line Items] | ||||
Aggregate principal amount | $ | $ 115,000,000 | |||
Debt instrument, interest rate | 5.00% | 5.00% |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivatives Fair Value Amounts (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expenses and Other Current Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | $ 2,700 | $ 200 |
Other Noncurrent Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | 8,300 | 7,000 |
Commodity Contract | Prepaid Expenses and Other Current Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 4,973 | 2,814 |
Commodity Contract | Other Accrued Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | (700) | (39) |
Interest rate derivatives | Prepaid Expenses and Other Current Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 191 | 1,482 |
Interest rate derivatives | Other Noncurrent Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 0 | 2,328 |
Over the Counter | J. Aron repurchase obligation derivative | Obligations under Inventory Financing Agreements | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | $ 4,085 | $ (19,564) |
Derivatives - Schedule of Pre-T
Derivatives - Schedule of Pre-Tax Gain (Loss) Recognized in the Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commodity derivatives | Cost of revenues | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivatives gain (loss) | $ (3,420) | $ (4,517) | $ (1,338) |
J. Aron repurchase obligation derivative | Cost of revenues | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivatives gain (loss) | 23,649 | 436 | (29,810) |
Interest rate derivatives | Interest Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivatives gain (loss) | $ 1,309 | $ 489 | $ 2,729 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Mar. 23, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 14, 2016 |
Goodwill | $ 153,397 | $ 107,187 | $ 105,732 | ||
Northwest Retail | |||||
Net working capital | $ 3,822 | ||||
Property, plant and equipment | 30,230 | ||||
Goodwill | 46,210 | ||||
Long-term capital lease obligations | (5,244) | ||||
Other non-current liabilities | (487) | ||||
Total | $ 74,531 | ||||
Wyoming Refining Company | |||||
Net working capital | $ (11,092) | ||||
Property, plant and equipment | 254,367 | ||||
Goodwill | 66,449 | ||||
Long-term debt | (68,136) | ||||
Other non-current liabilities | (32,222) | ||||
Total | $ 209,366 |
Fair Value Measurements - Commo
Fair Value Measurements - Common Stock Warrants (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Investment warrants, exercise price (in dollars per share) | $ 0.09 | |
Warrants And rights outstanding term | 3 years 8 months | |
Fair value of common stock warrants | $ 14.13 | $ 19.21 |
Warrant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock warrants outstanding (in shares) | 354,350 | 354,350 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Dec. 31, 2018 | Jun. 30, 2016 |
5% Convertible Senior Notes due 2021 | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt instrument, interest rate | 5.00% | 5.00% |
7.75% Senior Secured Note due 2025 | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt instrument, interest rate | 7.75% |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Liabilities | ||
Common stock warrants | $ (5,007) | $ (6,808) |
Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 5,595 | 26,274 |
Derivative asset, fair value, gross liability | (431) | (19,650) |
Derivative asset | 5,164 | 6,624 |
Liabilities | ||
Fair value of derivative liability | (2,053) | (46,061) |
Derivative liability, fair value, gross asset | 431 | 19,650 |
Derivative liability | (1,622) | (26,411) |
Cash collateral | 10,900 | 7,200 |
Interest rate derivatives | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 191 | 3,810 |
Derivative asset, fair value, gross liability | 0 | 0 |
Derivative asset | 191 | 3,810 |
Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 170 | 557 |
Liabilities | ||
Fair value of derivative liability | (870) | (596) |
Fair Value, Inputs, Level 1 | Interest rate derivatives | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 0 | 0 |
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 5,425 | 25,717 |
Liabilities | ||
Fair value of derivative liability | (261) | (19,093) |
Fair Value, Inputs, Level 2 | Interest rate derivatives | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 191 | 3,810 |
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 0 | 0 |
Liabilities | ||
Fair value of derivative liability | (922) | (26,372) |
Fair Value, Inputs, Level 3 | Interest rate derivatives | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 0 | 0 |
Exchange Traded | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 5,404 | 22,464 |
Derivative asset, fair value, gross liability | (431) | (19,650) |
Derivative asset | 4,973 | 2,814 |
Liabilities | ||
Fair value of derivative liability | (1,131) | (19,689) |
Derivative liability, fair value, gross asset | 431 | 19,650 |
Derivative liability | (700) | (39) |
Exchange Traded | J. Aron repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Fair value of derivative liability | 4,085 | (19,564) |
Derivative liability, fair value, gross asset | 0 | 0 |
Derivative liability | 4,085 | (19,564) |
Exchange Traded | Fair Value, Inputs, Level 1 | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 170 | 557 |
Liabilities | ||
Fair value of derivative liability | (870) | (596) |
Exchange Traded | Fair Value, Inputs, Level 1 | J. Aron repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Fair value of derivative liability | 0 | 0 |
Exchange Traded | Fair Value, Inputs, Level 2 | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 5,234 | 21,907 |
Liabilities | ||
Fair value of derivative liability | (261) | (19,093) |
Exchange Traded | Fair Value, Inputs, Level 2 | J. Aron repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Fair value of derivative liability | 0 | 0 |
Exchange Traded | Fair Value, Inputs, Level 3 | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Fair value of derivative asset | 0 | 0 |
Liabilities | ||
Fair value of derivative liability | 0 | 0 |
Exchange Traded | Fair Value, Inputs, Level 3 | J. Aron repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Fair value of derivative liability | 4,085 | (19,564) |
Over the Counter | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Common stock warrants | (5,007) | (6,808) |
Derivative liability, fair value, gross asset | 0 | 0 |
Over the Counter | Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Common stock warrants | 0 | 0 |
Over the Counter | Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Common stock warrants | 0 | 0 |
Over the Counter | Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Common stock warrants | $ (5,007) | $ (6,808) |
Fair Value Measurements - Der_2
Fair Value Measurements - Derivative Instruments Measured at Fair Value (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, at beginning of period | $ (26,372) | $ (25,134) | $ (25,867) |
Settlements | 0 | 0 | 16,810 |
Total unrealized income (loss) included in earnings | 25,450 | (1,238) | (16,077) |
Balance, at end of period | $ (922) | $ (26,372) | $ (25,134) |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Fair Value of Long-Term Debt and Other Financial Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Reported Value Measurement | Warrant | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants not settleable in cash, fair value | $ 5,007 | $ 6,808 |
Reported Value Measurement | 5% Convertible Senior Notes due 2021 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 100,411 | 95,486 |
Reported Value Measurement | 7.75% Senior Secured Note due 2025 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 290,763 | 289,326 |
Reported Value Measurement | Mid Pac Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 1,466 | |
Fair Value, Inputs, Level 2 | Estimate of Fair Value Measurement | 5% Convertible Senior Notes due 2021 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 121,488 | 149,007 |
Fair Value, Inputs, Level 2 | Estimate of Fair Value Measurement | 7.75% Senior Secured Note due 2025 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 270,000 | 300,423 |
Fair Value, Inputs, Level 3 | Estimate of Fair Value Measurement | Warrant | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants not settleable in cash, fair value | 5,007 | $ 6,808 |
Fair Value, Inputs, Level 3 | Estimate of Fair Value Measurement | Mid Pac Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | $ 1,466 |
Commitments and Contingencies C
Commitments and Contingencies Commitment and Contingencies - Narrative (Details) | Mar. 22, 2018USD ($) | Mar. 17, 2017USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)claim | Dec. 31, 2017 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2018USD ($)claim | Jun. 17, 2013USD ($) | Aug. 03, 2011USD ($) |
Long-term Purchase Commitment [Line Items] | ||||||||||
Loss contingency, damages sought | $ 4,500,000 | |||||||||
Multiplier for earnout payment before EBITDA | 4 | |||||||||
Minimum EBITDA benchmark for earnout | $ 3,500,000 | |||||||||
Maximum earnout payment amount | $ 4,500,000 | |||||||||
RINs benefit (expense) | $ 1,100,000 | |||||||||
Site contingency reimbursement | $ 12,200,000 | |||||||||
Bankruptcy claims number of claims to be settled | claim | 2 | 2 | ||||||||
Bankruptcy claims amount of claims to be settled | $ 22,400,000 | $ 22,400,000 | ||||||||
Settlement liabilities, current | 500,000 | 500,000 | ||||||||
Maximum bankruptcy claims remaining | $ 22,400,000 | $ 22,400,000 | ||||||||
Predecessor working ownership percentage | 3.40% | 3.40% | ||||||||
Allowed claims, settlement ratio | 0.0544 | |||||||||
Wyoming Refinery One | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Environmental costs recognized, period for recognition of one third costs | 5 years | |||||||||
Environmental costs recognized, period for recognition | 30 years | |||||||||
Accrual for environmental loss contingencies | $ 17,300,000 | $ 17,300,000 | ||||||||
Wyoming Refinery Two | Waste Water Treatment System | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Accrual for environmental loss contingencies | 11,600,000 | 11,600,000 | ||||||||
Wyoming Refinery | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Loss contingency, range of possible loss, portion not accrued | 100,000 | 100,000 | ||||||||
Maximum | Tesoro Corporation | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Contingent consideration, liability | $ 40,000,000 | |||||||||
Barbatas Earnout | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Loss contingency, damages paid | $ 350,000 | |||||||||
Site contingency, loss exposure not accrued, best estimate | $ 300,000 | |||||||||
Tesoro Corporation | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Contingent consideration, liability | $ 20,000,000 | |||||||||
Loss contingency, damages paid | $ 10,500,000 | $ 16,800,000 | ||||||||
Loss contingency, damages sought | $ 8,300,000 | $ 4,300,000 | ||||||||
Tesoro Corporation | Indemnification Agreement | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Guarantor obligations, deductible | 1,000,000 | 1,000,000 | ||||||||
Guarantor obligations, maximum exposure, undiscounted | $ 15,000,000 | $ 15,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Capital Leases and Operating Leases Narrative (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | |||
Remaining term on operating lease | 8 years | ||
Rent expense | $ 41.6 | $ 41.2 | $ 39.6 |
Minimum | |||
Loss Contingencies [Line Items] | |||
Capital leases term of contract | 1 year | ||
Maximum | |||
Loss Contingencies [Line Items] | |||
Capital leases term of contract | 15 years |
Commitments and Contingencies_2
Commitments and Contingencies - Capital Lease Payment Schedule (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 2,723 |
2020 | 2,264 |
2021 | 1,757 |
2022 | 1,512 |
2023 | 1,148 |
Thereafter | 2,600 |
Total minimum lease payments | 12,004 |
Less amount representing interest | 1,865 |
Total minimum rental payments | $ 10,139 |
Commitments and Contingencies_3
Commitments and Contingencies - Operating Lease Payment Schedule (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 62,589 |
2020 | 62,132 |
2021 | 39,821 |
2022 | 38,402 |
2023 | 38,827 |
Thereafter | 191,717 |
Total minimum rental payments | $ 433,488 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Sep. 22, 2016 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||
Payments of stock issuance costs | $ 1 | |
Bridge Loan | Rights Offering | ||
Class of Stock [Line Items] | ||
Shares subscribed but unissued | 4 | |
Issuance of common stock, net of offering costs | $ 49.9 | |
Proceeds from issuance of common stock, net | $ 49 | |
Common Stock | Bridge Loan | Rights Offering | ||
Class of Stock [Line Items] | ||
Price per share (in dollars per share) | $ 12.25 | |
Payments of stock issuance costs | $ 0.9 |
Stockholders' Equity - Registra
Stockholders' Equity - Registration Rights Agreement (Details) - USD ($) $ in Millions | Jan. 11, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||||
Maximum amount of repurchase rights agreement | $ 50 | |||
Effectiveness penalty percentage | 0.25% | |||
Purchase price allocation percentage | 0.75% | |||
5% Convertible Senior Notes due 2021 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 5.00% | 5.00% | ||
5% Convertible Senior Notes due 2021 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Interest rate on the 90th day following registration statement | 0.25% | |||
Interest rate on the 91st day following the registration statement | 0.50% | |||
Registration statement liquidation damages limit | 0.50% | |||
Debt instrument, interest rate | 5.00% | 5.00% | ||
2.5% Convertible Senior Note | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Registration statement liquidation damages limit | 5.00% | |||
Debt instrument, interest rate | 2.50% | |||
Liquidation damages percent | 1.00% | |||
Subsequent Event | Washington Refinery Acquisition | ||||
Debt Instrument [Line Items] | ||||
Issuance of common stock in connection with acquisition (in shares) | 2,363,776 |
Stockholders' Equity - Incentiv
Stockholders' Equity - Incentive Plan (Details) - USD ($) | Jun. 12, 2014 | Dec. 31, 2018 | May 08, 2018 |
Class of Stock [Line Items] | |||
Number of shares authorized | 6,000,000 | ||
Available future grants and awards (in shares) | 2,300,000 | ||
Award vesting period | 4 years | ||
Restricted Stock | |||
Class of Stock [Line Items] | |||
Award vesting period | 4 years | ||
Restricted Stock Units (RSUs) | |||
Class of Stock [Line Items] | |||
Award vesting period | 3 years | ||
Stock Purchase Plan | Employee Stock | |||
Class of Stock [Line Items] | |||
Maximum stock purchase per employee | $ 1,000,000 | ||
Stock Purchase Plan restricted sale of stock period | 2 years | ||
Percent of common stock granted in proportion to common stock purchased | 20.00% | ||
Vesting percentage of restricted stock granted in relation to shares purchased under the Stock Purchase Plan | 50.00% | ||
Vesting period of restricted stock granted in relation to shares purchased under the Stock Purchase Plan | 2 years | ||
Term for stock option purchase in relation to Stock Purchase Plan | 5 years | ||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 50.00% | ||
Vesting period of stock options purchased in relation to shares purchased under the Stock Purchase Plan | 2 years | ||
Non-Employee Chairman | Stock Purchase Plan | Employee Stock | |||
Class of Stock [Line Items] | |||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 50.00% | ||
Non-Employee Board Member | Stock Purchase Plan | Employee Stock | |||
Class of Stock [Line Items] | |||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 35.00% | ||
Minimum | Executive Officer | Stock Purchase Plan | Employee Stock | |||
Class of Stock [Line Items] | |||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 50.00% | ||
Maximum | Executive Officer | Stock Purchase Plan | Employee Stock | |||
Class of Stock [Line Items] | |||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 70.00% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Compensation Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock | |||
Class of Stock [Line Items] | |||
Compensation expense | $ 3,483 | $ 4,263 | $ 2,975 |
Restricted Stock Units (RSUs) | |||
Class of Stock [Line Items] | |||
Compensation expense | 835 | 502 | 1,255 |
Employee Stock Option | |||
Class of Stock [Line Items] | |||
Compensation expense | $ 1,878 | $ 2,439 | $ 2,352 |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands | Feb. 27, 2018 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for grant (in shares) | 2,300,000 | |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Purchase price of common stock, percent | 85.00% | |
Maximum purchase value during offering period, per employee | $ 15 | |
Employee Stock Purchase Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of purchase value during offering period, per employee | 0.00% | |
Employee Stock Purchase Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of purchase value during offering period, per employee | 10.00% | |
Common Stock | Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for grant (in shares) | 500,000 | |
Shares issued in period (in shares) | 0 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Activity (Detail) - Restricted Stock - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Awards, Shares | |||
Non vested balance, beginning of period (in shares) | 543 | ||
Granted (in shares) | 309 | ||
Vested (in shares) | (184) | ||
Forfeited (in shares) | (41) | ||
Non vested balance, end of period (in shares) | 627 | 543 | |
Stock Awards, Weighted-Average Grant Date Fair Value | |||
Non vested balance, beginning of period (USD per share) | $ 16.23 | ||
Granted (USD per share) | 17.45 | $ 15.25 | $ 17.32 |
Vested (USD per share) | 17.62 | ||
Forfeitured (USD per share) | 17.39 | ||
Non vested balance, end of period (USD per share) | $ 17.14 | $ 16.23 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative Restricted Stock Awards and Stock Option Grants (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||
Weighted average exercise price (in dollars per share) | $ 19.27 | $ 19.52 | |
Restricted Stock | |||
Class of Stock [Line Items] | |||
Options vested in period, fair value | $ 3.3 | $ 4 | $ 3.6 |
Grants in period, weighted average grant date fair value (USD per share) | $ 17.45 | $ 15.25 | $ 17.32 |
Compensation not yet recognized,share-based awards other than options | $ 5.8 | $ 5.7 | $ 6.2 |
Compensation cost not yet recognized, period for recognition | 2 years 5 months 15 days | 2 years 4 months 20 days | 2 years 6 months |
Granted (in shares) | 309 | ||
Performance Restricted Stock Units | |||
Class of Stock [Line Items] | |||
Compensation not yet recognized,share-based awards other than options | $ 0.9 | ||
Compensation cost not yet recognized, period for recognition | 1 year 10 months 13 days | ||
Granted (in shares) | 49 | 45 | |
Stock issued during period, value, restricted stock award, gross | $ 0.8 | $ 0.7 | |
Employee Stock Option | |||
Class of Stock [Line Items] | |||
Compensation cost not yet recognized, period for recognition | 2 years 3 months 25 days | 1 year 8 months 26 days | |
Weighted average exercise price (in dollars per share) | $ 6.30 | $ 5.81 | $ 3.79 |
Compensation not yet recognized, stock options | $ 3.4 | $ 3.5 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted Average Assumptions Stock Options Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | |||
Expected life from date of grant (years) | 5 years 3 months | 5 years 3 months | 4 years 5 months |
Expected volatility | 36.20% | 42.00% | 39.80% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 2.50% | 1.97% | 1.16% |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity Schedule (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options | ||
Outstanding, Beginning of year (in shares) | 1,979 | |
Issued (in shares) | 252 | |
Outstanding, End of year (in shares) | 2,231 | 1,979 |
Exercisable, end of year (in shares) | 1,440 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning of year (USD per share) | $ 19.52 | |
Issued (USD per share) | 17.34 | |
Outstanding, end of year (USD per share) | 19.27 | $ 19.52 |
Exercisable, weighted average exercise price (USD per share) | $ 19.66 | |
Weighted-Average Remaining Contractual Term in Years | ||
Outstanding, weighted average remaining contractual term | 4 years 9 months 7 days | 5 years 5 months 15 days |
Options exercisable, weighted average remaining contractual term | 3 years 9 months 14 days | |
Aggregate Intrinsic Value | ||
Outstanding at January 1 | $ 1,431 | |
Outstanding at December 31 | 0 | $ 1,431 |
Exercisable at year end | $ 0 | |
Employee Stock Option | ||
Weighted-Average Exercise Price | ||
Outstanding, beginning of year (USD per share) | $ 5.81 | $ 3.79 |
Outstanding, end of year (USD per share) | $ 6.30 | $ 5.81 |
Benefit Plans - Narrative (Deta
Benefit Plans - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | ||||
Employer matching contribution, percent of match | 6.00% | |||
Employers matching contribution, vesting percentage | 100.00% | |||
Total plan contributions | $ 4,000 | $ 3,600 | $ 3,200 | |
Plan amendments | $ 3,067 | $ 0 | $ 0 | |
Recognized Net gain (loss) due curtailments | $ 3,100 |
Benefit Plans - Changes in Proj
Benefit Plans - Changes in Projected Benefit Obligations and Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at the beginning of year | $ 30,877 | $ 28,914 | |
Service cost | $ 668 | 548 | 614 |
Interest cost | 598 | 1,107 | 1,192 |
Actuarial (gain) loss | (2,917) | 1,091 | |
Benefits paid | (2,076) | (934) | |
Projected benefit obligation at end of year | 28,914 | 27,539 | 30,877 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets as of the beginning of the period | 23,461 | 21,345 | |
Actual return on plan assets | (1,131) | 3,050 | |
Benefits paid | (2,076) | (934) | |
Fair value of plan assets as of December 31 | $ 21,345 | $ 20,254 | $ 23,461 |
Benefit Plans - Unfunded Status
Benefit Plans - Unfunded Status (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Projected benefit obligation | $ 27,539 | $ 30,877 | $ 28,914 |
Fair value of plan assets | 20,254 | 23,461 | $ 21,345 |
Underfunded status | 7,285 | 7,416 | |
Other post-retirement benefits income (loss) | 3,494 | $ 2,965 | |
Expected amortization, next fiscal year | $ 100 |
Benefit Plans - Key Assumptions
Benefit Plans - Key Assumptions for Projected Benefit Obligation and Net Periodic Benefit Cost (Details) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
Projected benefit obligation: | |||
Discount rate | 4.20% | 4.20% | 3.65% |
Rate of compensation increase | 4.30% | 3.00% | 3.00% |
Net periodic benefit costs: | |||
Discount rate | 3.80% | 3.65% | 4.20% |
Expected long-term rate of return | 7.00% | 6.50% | 6.25% |
Rate of compensation increase | 4.03% | 3.00% | 4.30% |
Benefit Plans - Net Periodic Be
Benefit Plans - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
Components of net periodic benefit cost: | |||
Service cost | $ 668 | $ 548 | $ 614 |
Interest cost | 598 | 1,107 | 1,192 |
Expected return on plan assets | (686) | (1,258) | (1,189) |
Plan amendment effect | (3,067) | 0 | 0 |
Net periodic benefit cost | $ (2,487) | $ 397 | $ 617 |
Benefit Plans - Asset Allocatio
Benefit Plans - Asset Allocation (Details) | Dec. 31, 2018 |
Defined Benefit Plan Disclosure [Line Items] | |
Target plan asset allocations | 100.00% |
Actual plan asset allocations | 100.00% |
Equity securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target plan asset allocations | 54.00% |
Actual plan asset allocations | 54.00% |
Debt securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target plan asset allocations | 35.00% |
Actual plan asset allocations | 33.00% |
Real estate | |
Defined Benefit Plan Disclosure [Line Items] | |
Target plan asset allocations | 11.00% |
Actual plan asset allocations | 13.00% |
Benefit Plans - Project Benefit
Benefit Plans - Project Benefit Payment Obligations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Retirement Benefits [Abstract] | |
2019 | $ 1,140 |
2020 | 1,260 |
2021 | 1,130 |
2022 | 1,200 |
2023 | 1,270 |
Thereafter | 7,460 |
Total | $ 13,460 |
Fair value assumptions, expected term | 10 years |
Income (Loss) Per Share - Narra
Income (Loss) Per Share - Narrative (Detail) - shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive securities (in shares) | 68 | 65 | 451 | |
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive securities (in shares) | 1,300 | 1,300 | 1,300 | |
Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive securities (in shares) | 6,400 | 6,400 | 6,400 | |
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 | 354 | 347 | |
5% Convertible Senior Notes due 2021 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Debt instrument, interest rate | 5.00% | 5.00% | ||
Convertible Debt | 5% Convertible Senior Notes due 2021 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Debt instrument, interest rate | 5.00% | 5.00% |
Income (Loss) Per Share - Commu
Income (Loss) Per Share - Commutation of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net income (loss) | $ 13,886 | $ (5,822) | $ 16,178 | $ 15,185 | $ 19,005 | $ 18,824 | $ 7,006 | $ 27,786 | $ 39,427 | $ 72,621 | $ (45,835) |
Undistributed income allocated to participating securities | 556 | 878 | 0 | ||||||||
Net income (loss) attributable to common stockholders | 38,871 | 71,743 | (45,835) | ||||||||
Plus: Net income effect of convertible securities | 0 | 0 | 0 | ||||||||
Numerator for diluted income (loss) per common share | $ 38,871 | $ 71,743 | $ (45,835) | ||||||||
Basic weighted-average common stock shares outstanding (in shares) | 45,726 | 45,543 | 42,349 | ||||||||
Add dilutive effects of common stock equivalents (in shares) | 29 | 40 | 0 | ||||||||
Diluted weighted-average common stock shares outstanding (in shares) | 45,755 | 45,583 | 42,349 | ||||||||
Basic (USD per share) | $ 0.30 | $ (0.13) | $ 0.35 | $ 0.33 | $ 0.41 | $ 0.41 | $ 0.15 | $ 0.60 | $ 0.85 | $ 1.58 | $ (1.08) |
Diluted (USD per share) | $ 0.30 | $ (0.13) | $ 0.35 | $ 0.33 | $ 0.41 | $ 0.41 | $ 0.15 | $ 0.58 | $ 0.85 | $ 1.57 | $ (1.08) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | |
Income Taxes [Line Items] | ||||
Net operating loss carryovers | $ 1,500,000,000 | |||
Tax Cuts and Jobs Act of 2017, provisional income tax benefit | 700,000 | |||
Tax Cuts and Jobs Act of 2017, change in tax rate, deferred tax asset, provisional income tax expense (benefit) | $ 207,700,000 | |||
Tax Cuts and Jobs Act of 2017, provisional income tax benefit | 800,000 | |||
Income (loss) before income taxes, foreign | 0 | $ 0 | $ 1,400,000 | |
Alternative minimum tax credit carryovers | $ 1,400,000 | |||
Minimum | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards expiration year | 2027 | |||
Maximum | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards expiration year | 2036 | |||
5% Convertible Senior Notes due 2021 | ||||
Income Taxes [Line Items] | ||||
Deferred tax asset, increase (decrease) | $ 8,600,000 | |||
Debt instrument, interest rate | 5.00% | 5.00% | ||
Convertible Debt | 5% Convertible Senior Notes due 2021 | ||||
Income Taxes [Line Items] | ||||
Debt instrument, interest rate | 5.00% | 5.00% |
Income Taxes - Taxes Expense (B
Income Taxes - Taxes Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
U.S.—Federal | $ (328) | $ 0 | $ 0 |
U.S.—State | 0 | 2 | 23 |
Deferred: | |||
U.S.—Federal | 426 | (1,321) | (7,046) |
U.S.—State | 235 | 0 | (889) |
Total | $ 333 | $ (1,319) | $ (7,912) |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 0.60% | 0.00% | 1.60% |
Expiration of capital loss carryover | 0.00% | 0.00% | (17.60%) |
Change in valuation allowance related to current activity | (21.30%) | (30.10%) | 9.20% |
Change in valuation allowance related to change in tax rate | 0.00% | (291.20%) | 0.00% |
Change in tax rate | 0.00% | 291.20% | 0.00% |
Permanent items | 1.30% | 1.10% | (5.70%) |
Provision to return adjustments and other | (0.80%) | (7.90%) | (7.80%) |
Actual income tax rate | 0.80% | (1.90%) | 14.70% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Asset (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss | $ 396,033 | $ 388,317 |
Property and equipment | 8,323 | 9,862 |
Other | 17,886 | 10,263 |
Intangible assets | 444 | 0 |
Total deferred tax assets | 422,686 | 408,442 |
Valuation allowance | (394,196) | (383,253) |
Net deferred tax assets | 28,490 | 25,189 |
Deferred tax liabilities: | ||
Investment in Laramie Energy | 26,981 | 18,140 |
Convertible notes | 2,658 | 3,193 |
Intangible assets | 0 | 3,978 |
Other | 496 | 863 |
Total deferred tax liabilities | 30,135 | 26,174 |
Total deferred tax liabilities | $ (1,645) | $ (985) |
Segment Information (Detail)
Segment Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting [Abstract] | |||||||||||
Number of businsess segment | segment | 4 | ||||||||||
Revenues | $ 879,112 | $ 909,781 | $ 856,396 | $ 765,439 | $ 663,062 | $ 610,506 | $ 564,245 | $ 605,253 | $ 3,410,728 | $ 2,443,066 | $ 1,865,045 |
Cost of revenues (excluding depreciation) | 3,003,116 | 2,054,627 | 1,636,339 | ||||||||
Operating expense (excluding depreciation) | 215,284 | 202,016 | 169,371 | ||||||||
Depreciation, depletion, and amortization | 52,642 | 45,989 | 31,617 | ||||||||
General and administrative expense (excluding depreciation) | 47,426 | 46,078 | 42,073 | ||||||||
Acquisition and integration costs | 10,319 | 395 | 5,294 | ||||||||
Operating income (loss) | 20,408 | 4,894 | 28,983 | 27,656 | 21,605 | 26,716 | 16,451 | 29,189 | 81,941 | 93,961 | (19,649) |
Interest Expense | (39,768) | (31,632) | (28,506) | ||||||||
Debt extinguishment and commitment costs | (4,224) | (8,633) | 0 | ||||||||
Gain on curtailment of pension obligation | 0 | 0 | 3,067 | ||||||||
Other income, net | 1,046 | 911 | (10) | ||||||||
Change in value of common stock warrants | 1,801 | (1,674) | 2,962 | ||||||||
Change in value of contingent consideration | (10,500) | 0 | 10,770 | ||||||||
Equity earnings (losses) from Laramie Energy, LLC | 9,464 | 18,369 | (22,381) | ||||||||
Income (loss) before income taxes | 39,760 | 71,302 | (53,747) | ||||||||
Income tax benefit (expense) | (333) | 1,319 | 7,912 | ||||||||
Net income (loss) | 13,886 | $ (5,822) | $ 16,178 | $ 15,185 | 19,005 | $ 18,824 | $ 7,006 | $ 27,786 | 39,427 | 72,621 | (45,835) |
Assets | 1,460,734 | 1,347,407 | 1,460,734 | 1,347,407 | 1,145,433 | ||||||
Goodwill | 153,397 | 107,187 | 153,397 | 107,187 | 105,732 | ||||||
Payments to Acquire Property, Plant, and Equipment | 48,439 | 31,708 | 24,833 | ||||||||
Refining | |||||||||||
Revenues | 3,210,067 | ||||||||||
Logistics | |||||||||||
Revenues | 125,743 | ||||||||||
Retail | |||||||||||
Revenues | 441,040 | ||||||||||
Operating Segments | Refining | |||||||||||
Revenues | 3,210,067 | 2,319,638 | 1,702,463 | ||||||||
Cost of revenues (excluding depreciation) | 2,957,995 | 2,062,804 | 1,580,014 | ||||||||
Operating expense (excluding depreciation) | 146,320 | 141,065 | 115,818 | ||||||||
Depreciation, depletion, and amortization | 32,483 | 29,753 | 17,565 | ||||||||
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | ||||||||
Acquisition and integration costs | 0 | 0 | 0 | ||||||||
Operating income (loss) | 73,269 | 86,016 | (10,934) | ||||||||
Assets | 968,623 | 949,588 | 968,623 | 949,588 | 772,438 | ||||||
Goodwill | 53,264 | 53,264 | 53,264 | 53,264 | 53,037 | ||||||
Payments to Acquire Property, Plant, and Equipment | 25,601 | 10,433 | 15,106 | ||||||||
Operating Segments | Logistics | |||||||||||
Revenues | 125,743 | 121,470 | 102,779 | ||||||||
Cost of revenues (excluding depreciation) | 77,712 | 66,301 | 65,439 | ||||||||
Operating expense (excluding depreciation) | 7,782 | 15,010 | 11,239 | ||||||||
Depreciation, depletion, and amortization | 6,860 | 6,166 | 4,679 | ||||||||
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | ||||||||
Acquisition and integration costs | 0 | 0 | 0 | ||||||||
Operating income (loss) | 33,389 | 33,993 | 21,422 | ||||||||
Assets | 130,138 | 118,304 | 130,138 | 118,304 | 120,443 | ||||||
Goodwill | 37,373 | 37,373 | 37,373 | 37,373 | 36,145 | ||||||
Payments to Acquire Property, Plant, and Equipment | 13,055 | 8,836 | 1,344 | ||||||||
Operating Segments | Retail | |||||||||||
Revenues | 441,040 | 326,076 | 290,402 | ||||||||
Cost of revenues (excluding depreciation) | 333,664 | 249,097 | 220,545 | ||||||||
Operating expense (excluding depreciation) | 61,182 | 45,941 | 41,291 | ||||||||
Depreciation, depletion, and amortization | 8,962 | 6,338 | 6,372 | ||||||||
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | ||||||||
Acquisition and integration costs | 0 | 0 | 0 | ||||||||
Operating income (loss) | 37,232 | 24,700 | 22,194 | ||||||||
Assets | 201,848 | 128,966 | 201,848 | 128,966 | 122,570 | ||||||
Goodwill | 62,760 | 16,550 | 62,760 | 16,550 | 16,550 | ||||||
Payments to Acquire Property, Plant, and Equipment | 6,101 | 7,073 | 4,375 | ||||||||
Intersegment Eliminations | |||||||||||
Gross Profit | (365,500) | (325,200) | (271,900) | ||||||||
Intersegment Eliminations | Corporate, Eliminations and Other | |||||||||||
Revenues | (366,122) | (324,118) | (230,599) | ||||||||
Cost of revenues (excluding depreciation) | (366,255) | (323,575) | (229,659) | ||||||||
Operating expense (excluding depreciation) | 0 | 0 | 1,023 | ||||||||
Depreciation, depletion, and amortization | 4,337 | 3,732 | 3,001 | ||||||||
General and administrative expense (excluding depreciation) | 47,426 | 46,078 | 42,073 | ||||||||
Acquisition and integration costs | 10,319 | 395 | 5,294 | ||||||||
Operating income (loss) | (61,949) | (50,748) | (52,331) | ||||||||
Assets | 160,125 | 150,549 | 160,125 | 150,549 | 129,982 | ||||||
Goodwill | $ 0 | $ 0 | 0 | 0 | 0 | ||||||
Payments to Acquire Property, Plant, and Equipment | $ 3,682 | $ 5,366 | $ 4,008 |
Related Party Transaction (Text
Related Party Transaction (Textual) (Detail) - USD ($) | Sep. 22, 2016 | Jun. 21, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Jul. 14, 2016 | Jun. 30, 2016 | Jun. 15, 2016 | Jun. 14, 2016 |
Related Party Transaction [Line Items] | ||||||||||
Repayments of debt | $ 118,751,000 | $ 603,770,000 | $ 202,165,000 | |||||||
Percentage ownership of Par common stock | 10.00% | |||||||||
Bridge Loan | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Deferred finance costs, net | $ 3,000,000 | |||||||||
Aggregate principal amount | 3,100,000 | $ 52,600,000 | ||||||||
Investor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Travel and out of pocket expenses | $ 50,000 | |||||||||
Initial term of service agreements | 1 year | |||||||||
Renewal term for service agreements | 1 year | |||||||||
Termination period between extension date | 60 days | |||||||||
Rights Offering | Bridge Loan | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Repayments of debt | $ 49,000,000 | |||||||||
Common Stock | Rights Offering | Bridge Loan | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Conversion of stock, shares converted (in shares) | 272,733 | |||||||||
EGI | Affiliated Entity | Bridge Loan | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Line credit maximum borrowing amount | $ 52,632,000 | |||||||||
Debt instrument, interest rate | 5.00% | |||||||||
Tranche B Term Loan | Term Loan | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Deferred finance costs, net | $ 2,500,000 | |||||||||
Repayments of debt | $ 5,000,000 | |||||||||
Tranche B Term Loan | Term Loan | Investor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Deferred finance costs, net | 2,500,000 | |||||||||
Tranche B Term Loan | Term Loan | Whitebox Advisors, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Deferred finance costs, net | $ 1,300,000 | |||||||||
Repayments of debt | $ 3,300,000 | |||||||||
5% Convertible Senior Notes due 2021 | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | ||||||||
5% Convertible Senior Notes due 2021 | Convertible Debt | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate principal amount | $ 115,000,000 | |||||||||
Debt instrument, interest rate | 5.00% | 5.00% | ||||||||
5% Convertible Senior Notes due 2021 | Convertible Debt | Whitebox Advisors, LLC | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate principal amount | $ 47,500,000 | |||||||||
Line credit maximum borrowing amount | 32,500,000 | |||||||||
5% Convertible Senior Notes due 2021 | Convertible Debt | Highbridge | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate principal amount | $ 40,400,000 | |||||||||
Senior Unsecured Convertible Notes due 2021 | Convertible Debt | Whitebox Advisors, LLC | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Line credit maximum borrowing amount | $ 100,000,000 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) mbpd in Thousands, Mcf in Thousands, MBbls in Millions | Jan. 11, 2019USD ($)mbpdsharesMBbls | Jan. 09, 2019USD ($) | Jan. 31, 2019USD ($) | Dec. 31, 2018USD ($)mbpdMcf | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 04, 2019USD ($) |
Subsequent Event [Line Items] | |||||||
Oil and gas refinery | mbpd | 200 | ||||||
Reserves | Mcf | 423,878 | ||||||
Debt extinguishment and commitment costs | $ (4,224,000) | $ (8,633,000) | $ 0 | ||||
Proceeds from issuance of debt | $ 118,741,000 | $ 616,706,000 | $ 354,682,000 | ||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Debt extinguishment and commitment costs | $ (5,400,000) | ||||||
Washington Refinery Acquisition | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Consideration transferred, net working capital | $ 358,000,000 | ||||||
Oil and gas refinery | mbpd | 42 | ||||||
Reserves | MBbls | 2.9 | ||||||
Consideration transferred | $ 326,700,000 | ||||||
Payments to acquire businesses | $ 289,700,000 | ||||||
Issuance of common stock in connection with acquisition (in shares) | shares | 2,363,776 | ||||||
Term Loan Facility | GS Term Loan Facility | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate principal amount | $ 250,000,000 | ||||||
Proceeds from issuance of debt | $ 228,900,000 | ||||||
Term Loan Facility | GS Term Loan Facility | London Interbank Offered Rate (LIBOR) | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Basis spread on variable rate | 6.75% | ||||||
Term Loan Facility | GS Term Loan Facility | Base Rate | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Basis spread on variable rate | 5.75% | ||||||
Term Loan | Par Pacific Term Loan | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate principal amount | $ 45,000,000 | ||||||
Term Loan | Par Pacific Term Loan | London Interbank Offered Rate (LIBOR) | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Basis spread on variable rate | 3.50% | ||||||
Washington Refinery Intermediation Agreement | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of receivables and inventory for deferred payment | 95.00% | ||||||
Amount of deferred payment arrangement | $ 90,000,000 | ||||||
Laramie Energy Company | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Agreement amount to divest producing property | $ 17,500,000 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 879,112 | $ 909,781 | $ 856,396 | $ 765,439 | $ 663,062 | $ 610,506 | $ 564,245 | $ 605,253 | $ 3,410,728 | $ 2,443,066 | $ 1,865,045 |
Operating income | 20,408 | 4,894 | 28,983 | 27,656 | 21,605 | 26,716 | 16,451 | 29,189 | 81,941 | 93,961 | (19,649) |
Net income (loss) | $ 13,886 | $ (5,822) | $ 16,178 | $ 15,185 | $ 19,005 | $ 18,824 | $ 7,006 | $ 27,786 | $ 39,427 | $ 72,621 | $ (45,835) |
Net income (loss) per share | |||||||||||
Basic (USD per share) | $ 0.30 | $ (0.13) | $ 0.35 | $ 0.33 | $ 0.41 | $ 0.41 | $ 0.15 | $ 0.60 | $ 0.85 | $ 1.58 | $ (1.08) |
Diluted (USD per share) | $ 0.30 | $ (0.13) | $ 0.35 | $ 0.33 | $ 0.41 | $ 0.41 | $ 0.15 | $ 0.58 | $ 0.85 | $ 1.57 | $ (1.08) |
Supplemental Oil and Gas Disc_3
Supplemental Oil and Gas Disclosures Capitalized Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Company | ||
Proved properties | $ 400 | $ 400 |
Company | ||
Company | ||
Unproved properties | 0 | 0 |
Proved properties | 400 | 400 |
Oil and Gas Property, Successful Effort Method, Gross, Total | 400 | 400 |
Accumulated depreciation and depletion | (293) | (275) |
Oil and gas property, successful efforts method | 107 | 125 |
Company's Share of Laramie Energy | ||
Company | ||
Unproved properties | 16,379 | 13,728 |
Proved properties | 473,763 | 382,789 |
Oil and Gas Property, Successful Effort Method, Gross, Total | 490,142 | 396,517 |
Accumulated depreciation and depletion | (150,075) | (111,119) |
Oil and gas property, successful efforts method | $ 340,067 | $ 285,398 |
Supplemental Oil and Gas Disc_4
Supplemental Oil and Gas Disclosures Costs Incurred (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Company | |||
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items] | |||
Development costs—other | $ 0 | $ 0 | $ 0 |
Total | 0 | 0 | 0 |
Company's Share of Laramie Energy | |||
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items] | |||
Acquisition costs | 0 | 0 | 65,324 |
Development costs—other | 50,867 | 49,273 | 12,805 |
Total | $ 50,867 | $ 49,273 | $ 78,129 |
Supplemental Oil and Gas Disc_5
Supplemental Oil and Gas Disclosures Summary of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | |||||||||||
Revenues | $ 879,112 | $ 909,781 | $ 856,396 | $ 765,439 | $ 663,062 | $ 610,506 | $ 564,245 | $ 605,253 | $ 3,410,728 | $ 2,443,066 | $ 1,865,045 |
Expenses | |||||||||||
Total results of operations of oil and gas producing activities | 23,811 | 13,093 | (1,703) | ||||||||
Company | |||||||||||
Expenses | |||||||||||
Production costs | 191 | 29 | 147 | ||||||||
Depletion and amortization | 17 | 66 | 69 | ||||||||
Exploration | 0 | 0 | 0 | ||||||||
Abandoned and impaired properties | 0 | 0 | 0 | ||||||||
Results of operations of oil and gas producing activities | (157) | 193 | (26) | ||||||||
Company's Share of Laramie Energy | |||||||||||
Expenses | |||||||||||
Production costs | 42,706 | 32,606 | 27,750 | ||||||||
Depletion and amortization | 26,819 | 21,277 | 17,534 | ||||||||
Results of operations of oil and gas producing activities | 23,968 | 12,900 | (1,677) | ||||||||
Oil And Gas | Company | |||||||||||
Revenue | |||||||||||
Revenues | 51 | 288 | 190 | ||||||||
Oil And Gas | Company's Share of Laramie Energy | |||||||||||
Revenue | |||||||||||
Revenues | $ 93,493 | $ 66,783 | $ 43,607 |
Information Regarding Proved _2
Information Regarding Proved Oil and Gas Reserves (Details) Mcf in Thousands, MBbls in Thousands | 12 Months Ended | ||
Dec. 31, 2018$ / WTIperBbl$ / CIGperMbtuMcfMBbls | Dec. 31, 2017$ / WTIperBbl$ / CIGperMbtuMcfMBbls | Dec. 31, 2016$ / WTIperBbl$ / CIGperMbtuMcfMBbls | |
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Ending Balance | 423,878 | ||
Proved developed reserve | 318,210 | 206,446 | 189,110 |
Proved undeveloped reserve | 105,668 | 138,750 | 178,181 |
Company | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Starting Balance | 500 | 420 | 224 |
Revisions of quantity estimate | (341) | 139 | 262 |
Extensions and discoveries | 0 | 0 | 0 |
Production | (40) | (59) | (66) |
Ending Balance | 500 | 420 | |
Increase (decrease) in estimated proved reserves | 78,682 | (22,095) | |
Increase in estimated proved reserves, percentage | 23.00% | (6.00%) | |
Proved developed reserve | 119 | 500 | 420 |
Proved undeveloped reserve | 0 | 0 | 0 |
Company's Share of Laramie Energy | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Starting Balance | 344,696 | 366,871 | 153,254 |
Revisions of quantity estimate | 85,875 | 3 | 31,672 |
Extensions and discoveries | 0 | 0 | 758 |
Acquisitions and divestitures | 23,609 | 0 | 200,045 |
Production | (30,421) | (22,178) | (18,858) |
Ending Balance | 423,759 | 344,696 | 366,871 |
Increase (decrease) in estimated proved reserves | (30,421) | ||
Additions of proved undeveloped reserves | 60,679 | ||
Positive revisions from converted proved developed reserves | 11,614 | ||
Positive revisions due to performance revisions | 13,582 | ||
Proved developed reserve | 318,091 | 205,946 | 188,690 |
Proved undeveloped reserve | 105,668 | 138,750 | 178,181 |
Natural Gas | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Ending Balance | 337,880 | ||
Proved developed reserve | 256,452 | 174,856 | 159,830 |
Proved undeveloped reserve | 81,428 | 118,578 | 150,302 |
Natural Gas | Company | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Starting Balance | 392 | 330 | 188 |
Revisions of quantity estimate | (269) | 109 | 196 |
Extensions and discoveries | 0 | 0 | 0 |
Production | (34) | (47) | (54) |
Ending Balance | 392 | 330 | |
Proved developed reserve | 89 | 392 | 330 |
Proved undeveloped reserve | 0 | 0 | 0 |
Base Pricing, before adjustments for contractual differentials | $ / CIGperMbtu | 2.47 | 2.68 | 2.29 |
Natural Gas | Company's Share of Laramie Energy | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Starting Balance | 293,042 | 309,802 | 127,274 |
Revisions of quantity estimate | 47,871 | 1,344 | 28,195 |
Extensions and discoveries | 0 | 0 | 638 |
Acquisitions and divestitures | 22,391 | 0 | 168,887 |
Production | (25,513) | (18,104) | (15,192) |
Ending Balance | 337,791 | 293,042 | 309,802 |
Proved developed reserve | 256,363 | 174,464 | 159,500 |
Proved undeveloped reserve | 81,428 | 118,578 | 150,302 |
Oil | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Ending Balance | MBbls | 1,749 | ||
Proved developed reserve | MBbls | 1,424 | 665 | 523 |
Proved undeveloped reserve | MBbls | 325 | 449 | 451 |
Oil | Company | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Starting Balance | MBbls | 7 | 7 | 6 |
Revisions of quantity estimate | MBbls | (2) | 2 | 3 |
Extensions and discoveries | MBbls | 0 | 0 | 0 |
Production | MBbls | (1) | (2) | (2) |
Ending Balance | MBbls | 7 | 7 | |
Proved developed reserve | MBbls | 4 | 7 | 7 |
Proved undeveloped reserve | MBbls | 0 | 0 | 0 |
Base Pricing, before adjustments for contractual differentials | $ / WTIperBbl | 65.56 | 51.34 | 42.75 |
Oil | Company's Share of Laramie Energy | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Starting Balance | MBbls | 1,107 | 967 | 480 |
Revisions of quantity estimate | MBbls | 732 | 211 | 53 |
Extensions and discoveries | MBbls | 0 | 0 | 1 |
Acquisitions and divestitures | MBbls | 12 | 0 | 492 |
Production | MBbls | (106) | (71) | (59) |
Ending Balance | MBbls | 1,745 | 1,107 | 967 |
Proved developed reserve | MBbls | 1,420 | 658 | 516 |
Proved undeveloped reserve | MBbls | 325 | 449 | 451 |
Natural Gas Liquids | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Ending Balance | MBbls | 12,584 | ||
Proved developed reserve | MBbls | 8,869 | 4,600 | 4,357 |
Proved undeveloped reserve | MBbls | 3,715 | 2,913 | 4,195 |
Natural Gas Liquids | Company | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Starting Balance | MBbls | 11 | 8 | 0 |
Revisions of quantity estimate | MBbls | (10) | 3 | 8 |
Extensions and discoveries | MBbls | 0 | 0 | 0 |
Production | MBbls | 0 | 0 | 0 |
Ending Balance | MBbls | 11 | 8 | |
Proved developed reserve | MBbls | 1 | 11 | 8 |
Proved undeveloped reserve | MBbls | 0 | 0 | 0 |
Natural Gas Liquids | Company's Share of Laramie Energy | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Starting Balance | MBbls | 7,502 | 8,544 | 3,850 |
Revisions of quantity estimate | MBbls | 5,602 | (434) | 526 |
Extensions and discoveries | MBbls | 0 | 0 | 19 |
Acquisitions and divestitures | MBbls | 191 | 0 | 4,701 |
Production | MBbls | (712) | (608) | (552) |
Ending Balance | MBbls | 12,583 | 7,502 | 8,544 |
Proved developed reserve | MBbls | 8,868 | 4,589 | 4,349 |
Proved undeveloped reserve | MBbls | 3,715 | 2,913 | 4,195 |
Laramie Energy Company | Company | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Increase (decrease) in estimated proved reserves | 30,362 | ||
Laramie Energy Company | Company's Share of Laramie Energy | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Revisions of quantity estimate | (17,216) |
Information Regarding Proved _3
Information Regarding Proved Oil and Gas Reserves (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Discounted future net cash flows | $ 319,232 | $ 216,393 | $ 141,427 | $ 39,797 |
Company | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Future net cash flows | 398 | 1,802 | 1,154 | |
Production | 123 | 902 | 713 | |
Development and abandonment | 35 | 0 | 2 | |
Income taxes | 0 | 0 | 0 | |
Future net cash flows | 240 | 900 | 439 | |
10% discount factor | (110) | (328) | (154) | |
Discounted future net cash flows | 130 | 572 | 285 | 192 |
Company's Share of Laramie Energy | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Future net cash flows | 1,283,890 | 1,026,005 | 905,607 | |
Production | 583,112 | 491,748 | 462,684 | |
Development and abandonment | 93,546 | 109,248 | 136,224 | |
Income taxes | 0 | 0 | 0 | |
Future net cash flows | 607,232 | 425,009 | 306,699 | |
10% discount factor | (288,130) | (209,188) | (165,557) | |
Discounted future net cash flows | $ 319,102 | $ 215,821 | $ 141,142 | $ 39,605 |
Information Regarding Proved _4
Information Regarding Proved Oil and Gas Reserves (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning of the period | $ 216,393 | $ 141,427 | $ 39,797 |
Sales of oil and gas production during the period, net of production costs | (47,292) | (29,939) | (8,041) |
Acquisitions and divestitures | 35,182 | 81,066 | |
Net change in prices and production costs | (1,345) | 35,537 | 2,974 |
Changes in estimated future development costs | (8,561) | ||
Extensions, discoveries and improved recovery | 231 | ||
Revisions of previous quantity estimates, estimated timing of development and other | 53,919 | 38,038 | 17,137 |
Previously estimated development and abandonment costs incurred during the period | 40,736 | 17,187 | 12,805 |
Accretion of discount | 21,639 | 14,143 | 4,019 |
End of period | 319,232 | 216,393 | 141,427 |
Company | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning of the period | 572 | 285 | 192 |
Sales of oil and gas production during the period, net of production costs | (127) | (28) | (62) |
Acquisitions and divestitures | 0 | 0 | |
Net change in prices and production costs | 20 | (60) | (20) |
Changes in estimated future development costs | 14 | ||
Extensions, discoveries and improved recovery | 0 | ||
Revisions of previous quantity estimates, estimated timing of development and other | (392) | 346 | 142 |
Previously estimated development and abandonment costs incurred during the period | 0 | 0 | 0 |
Accretion of discount | 57 | 29 | 19 |
End of period | 130 | 572 | 285 |
Company's Share of Laramie Energy | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning of the period | 215,821 | 141,142 | 39,605 |
Sales of oil and gas production during the period, net of production costs | (47,165) | (29,911) | (7,979) |
Acquisitions and divestitures | 35,182 | 81,066 | |
Net change in prices and production costs | (1,365) | 35,597 | 2,994 |
Changes in estimated future development costs | (8,575) | ||
Extensions, discoveries and improved recovery | 231 | ||
Revisions of previous quantity estimates, estimated timing of development and other | 54,311 | 37,692 | 16,995 |
Previously estimated development and abandonment costs incurred during the period | 40,736 | 17,187 | 12,805 |
Accretion of discount | 21,582 | 14,114 | 4,000 |
End of period | $ 319,102 | $ 215,821 | $ 141,142 |
Condended Financial Informati_2
Condended Financial Information of Registrant Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||||
Cash and cash equivalents | $ 75,076 | $ 118,333 | ||
Restricted cash | 743 | 744 | ||
Total cash, cash equivalents, and restricted cash | 75,819 | 119,077 | $ 49,018 | $ 168,536 |
Prepaid and other current assets | 28,370 | 17,279 | ||
Total current assets | 586,592 | 603,544 | ||
Property and equipment | ||||
Total property and equipment | 649,768 | 529,638 | ||
Less accumulated depreciation and depletion | (111,507) | (79,622) | ||
Property, plant, and equipment, net | 538,261 | 450,016 | ||
Long-term assets | ||||
Other long-term assets | 21,881 | 32,864 | ||
Total assets | 1,460,734 | 1,347,407 | 1,145,433 | |
Current liabilities | ||||
Accounts payable | 54,787 | 52,543 | ||
Other accrued liabilities | 54,562 | 27,444 | ||
Total current liabilities | 507,201 | 470,952 | ||
Long-term liabilities | ||||
Long-term debt, net of current maturities | 392,607 | 384,812 | ||
Common stock warrants | 5,007 | 6,808 | ||
Long-term capital lease obligations | 6,123 | 1,220 | ||
Other liabilities | 37,467 | 35,896 | ||
Total liabilities | 948,405 | 899,688 | ||
Stockholders’ equity | ||||
Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued | 0 | 0 | ||
Common stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2018 and December 31, 2017, 46,983,924 shares and 45,776,087 shares issued at December 31, 2018 and December 31, 2017, respectively | 470 | 458 | ||
Additional paid-in capital | 617,937 | 593,295 | ||
Accumulated deficit | (108,751) | (148,178) | ||
Accumulated other comprehensive income | 2,673 | 2,144 | ||
Total stockholders’ equity | 512,329 | 447,719 | ||
Total liabilities and stockholders’ equity | 1,460,734 | 1,347,407 | ||
Parent Company | ||||
Current assets | ||||
Cash and cash equivalents | 28,701 | 65,615 | ||
Restricted cash | 743 | 744 | ||
Total cash, cash equivalents, and restricted cash | 29,444 | 66,359 | $ 11,107 | $ 91,771 |
Prepaid and other current assets | 11,711 | 11,768 | ||
Due from subsidiaries | 43,928 | 8,113 | ||
Total current assets | 85,083 | 86,240 | ||
Property and equipment | ||||
Total property and equipment | 18,939 | 15,773 | ||
Less accumulated depreciation and depletion | (9,034) | (6,226) | ||
Property, plant, and equipment, net | 9,905 | 9,547 | ||
Long-term assets | ||||
Investment in subsidiaries | 638,975 | 552,748 | ||
Other long-term assets | 3,334 | 1,976 | ||
Total assets | 737,297 | 650,511 | ||
Current liabilities | ||||
Accounts payable | 8,312 | 4,510 | ||
Other accrued liabilities | 12,349 | 12,913 | ||
Due to subsidiaries | 96,963 | 82,524 | ||
Total current liabilities | 117,624 | 99,947 | ||
Long-term liabilities | ||||
Long-term debt, net of current maturities | 100,411 | 95,486 | ||
Common stock warrants | 5,007 | 6,808 | ||
Long-term capital lease obligations | 475 | 551 | ||
Other liabilities | 1,451 | 0 | ||
Total liabilities | 224,968 | 202,792 | ||
Stockholders’ equity | ||||
Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued | 0 | 0 | ||
Common stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2018 and December 31, 2017, 46,983,924 shares and 45,776,087 shares issued at December 31, 2018 and December 31, 2017, respectively | 470 | 458 | ||
Additional paid-in capital | 617,937 | 593,295 | ||
Accumulated deficit | (108,751) | (148,178) | ||
Accumulated other comprehensive income | 2,673 | 2,144 | ||
Total stockholders’ equity | 512,329 | 447,719 | ||
Total liabilities and stockholders’ equity | $ 737,297 | $ 650,511 |
Condended Financial Informati_3
Condended Financial Information of Registrant Balance Sheet (Parenthetical) (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued | 46,983,924 | 45,776,087 |
Parent Company | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued | 46,983,924 | 45,776,087 |
Condended Financial Informati_4
Condended Financial Information of Registrant Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expenses | |||||||||||
Depreciation and amortization | $ 52,642 | $ 45,989 | $ 31,617 | ||||||||
General and administrative expense (excluding depreciation) | 47,426 | 46,078 | 42,073 | ||||||||
Acquisition and integration costs | 10,319 | 395 | 5,294 | ||||||||
Total operating expenses | 3,328,787 | 2,349,105 | 1,884,694 | ||||||||
Operating income (loss) | $ 20,408 | $ 4,894 | $ 28,983 | $ 27,656 | $ 21,605 | $ 26,716 | $ 16,451 | $ 29,189 | 81,941 | 93,961 | (19,649) |
Other income (expense) | |||||||||||
Interest expense and financing costs, net | (39,768) | (31,632) | (28,506) | ||||||||
Other income (expense), net | 1,046 | 911 | (10) | ||||||||
Change in value of common stock warrants | 1,801 | (1,674) | 2,962 | ||||||||
Equity earnings (losses) of subsidiaries | 9,464 | 18,369 | (22,381) | ||||||||
Total other expense, net | (42,181) | (22,659) | (34,098) | ||||||||
Income (loss) before income taxes | 39,760 | 71,302 | (53,747) | ||||||||
Income tax benefit (expense) | (333) | 1,319 | 7,912 | ||||||||
Net income (loss) | $ 13,886 | $ (5,822) | $ 16,178 | $ 15,185 | $ 19,005 | $ 18,824 | $ 7,006 | $ 27,786 | 39,427 | 72,621 | (45,835) |
Parent Company | |||||||||||
Operating expenses | |||||||||||
Depreciation and amortization | 4,092 | 2,871 | 2,205 | ||||||||
General and administrative expense (excluding depreciation) | 20,721 | 18,922 | 15,618 | ||||||||
Acquisition and integration costs | 10,118 | 192 | 4,781 | ||||||||
Total operating expenses | 34,931 | 21,985 | 22,604 | ||||||||
Operating income (loss) | (34,931) | (21,985) | (22,604) | ||||||||
Other income (expense) | |||||||||||
Interest expense and financing costs, net | (10,867) | (13,709) | (18,246) | ||||||||
Debt extinguishment and commitment costs | 0 | (1,804) | 0 | ||||||||
Interest income from subsidiaries | 0 | 0 | 583 | ||||||||
Other income (expense), net | 1,155 | 631 | 67 | ||||||||
Change in value of common stock warrants | 1,801 | (1,674) | 2,962 | ||||||||
Equity earnings (losses) of subsidiaries | 81,942 | 111,162 | (17,170) | ||||||||
Total other expense, net | 74,031 | 94,606 | (31,804) | ||||||||
Income (loss) before income taxes | 39,100 | 72,621 | (54,408) | ||||||||
Income tax benefit (expense) | 327 | 0 | 8,573 | ||||||||
Net income (loss) | $ 39,427 | $ 72,621 | $ (45,835) |
Condended Financial Informati_5
Condended Financial Information of Registrant Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Condensed Statement of Income Captions [Line Items] | ||||||||||||
Net income (loss) | $ 13,886 | $ (5,822) | $ 16,178 | $ 15,185 | $ 19,005 | $ 18,824 | $ 7,006 | $ 27,786 | $ 39,427 | $ 72,621 | $ (45,835) | |
Other comprehensive income (loss): | ||||||||||||
Other post-retirement benefits income (loss), net of tax | 529 | (52) | 2,196 | |||||||||
Total other comprehensive income (loss), net of tax | 529 | (52) | 2,196 | |||||||||
Comprehensive income (loss) | 39,956 | 72,569 | (43,639) | |||||||||
Parent Company | ||||||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||||||
Net income (loss) | 39,427 | 72,621 | (45,835) | |||||||||
Other comprehensive income (loss): | ||||||||||||
Other post-retirement benefits income (loss), net of tax | [1] | 529 | (52) | 2,196 | ||||||||
Total other comprehensive income (loss), net of tax | [1] | 529 | (52) | 2,196 | ||||||||
Comprehensive income (loss) | [1] | $ 39,956 | $ 72,569 | $ (43,639) | ||||||||
[1] | Other comprehensive income (loss) relates to benefit plans at our subsidiaries. |
Condended Financial Informati_6
Condended Financial Information of Registrant Statements of Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||||||||||
Net income (loss) | $ 13,886 | $ (5,822) | $ 16,178 | $ 15,185 | $ 19,005 | $ 18,824 | $ 7,006 | $ 27,786 | $ 39,427 | $ 72,621 | $ (45,835) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||||||||||
Depreciation, depletion, and amortization | 52,642 | 45,989 | 31,617 | ||||||||
Non-cash interest expense | 7,127 | 7,276 | 18,121 | ||||||||
Change in value of common stock warrants | (1,801) | 1,674 | (2,962) | ||||||||
Deferred taxes | 661 | (1,321) | (7,935) | ||||||||
Stock-based compensation | 6,196 | 7,204 | 6,625 | ||||||||
Equity in losses (income) of subsidiaries | (9,464) | (18,369) | 22,381 | ||||||||
Net changes in operating assets and liabilities: | |||||||||||
Prepaid and other assets | (5,521) | 37,645 | 945 | ||||||||
Accounts payable and other accrued liabilities | 19,885 | (33,780) | (26,698) | ||||||||
Net cash provided by (used in) operating activities | 90,620 | 106,483 | (23,393) | ||||||||
Cash flows from investing activities: | |||||||||||
Capital expenditures | (48,439) | (31,708) | (24,833) | ||||||||
Net cash used in investing activities | (175,821) | (31,673) | (286,243) | ||||||||
Cash flows from financing activities: | |||||||||||
Proceeds from sale of common stock, net of offering costs | 19,318 | 0 | 49,044 | ||||||||
Proceeds from borrowings | 118,741 | 616,706 | 354,682 | ||||||||
Repayments of borrowings | (118,751) | (603,770) | (202,165) | ||||||||
Payment of deferred loan costs | (379) | (10,064) | (6,892) | ||||||||
Other financing activities, net | (860) | (993) | (598) | ||||||||
Net cash provided by (used in) financing activities | 41,943 | (4,751) | 190,118 | ||||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash | (43,258) | 70,059 | (119,518) | ||||||||
Cash, cash equivalents, and restricted cash at beginning of period | 119,077 | 49,018 | 119,077 | 49,018 | 168,536 | ||||||
Cash, cash equivalents, and restricted cash at end of period | 75,819 | 119,077 | 75,819 | 119,077 | 49,018 | ||||||
Net cash received (paid) for: | |||||||||||
Interest | (28,186) | (23,873) | (13,217) | ||||||||
Taxes | 49 | (1,478) | 589 | ||||||||
Non-cash investing and financing activities: | |||||||||||
Accrued capital expenditures | 6,199 | 2,926 | 4,907 | ||||||||
Value of warrants and debt reclassified to equity | 0 | 0 | 3,084 | ||||||||
Capital lease additions | 1,678 | 165 | 1,575 | ||||||||
Parent Company | |||||||||||
Cash flows from operating activities: | |||||||||||
Net income (loss) | 39,427 | 72,621 | (45,835) | ||||||||
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||||||||||
Depreciation, depletion, and amortization | 4,092 | 2,871 | 2,205 | ||||||||
Non-cash interest expense | 4,925 | 5,617 | 13,722 | ||||||||
Non-cash interest income from subsidiary | 0 | 0 | (583) | ||||||||
Change in value of common stock warrants | (1,801) | 1,674 | (2,962) | ||||||||
Deferred taxes | 0 | 0 | (8,573) | ||||||||
Stock-based compensation | 6,196 | 7,204 | 2,226 | ||||||||
Equity in losses (income) of subsidiaries | (81,942) | (111,162) | 17,170 | ||||||||
Debt extinguishment and commitment costs | 0 | 1,804 | 0 | ||||||||
Net changes in operating assets and liabilities: | |||||||||||
Prepaid and other assets | (2,604) | (2,568) | 23 | ||||||||
Accounts payable and other accrued liabilities | 5,601 | 3,088 | 381 | ||||||||
Net cash provided by (used in) operating activities | (26,106) | (18,851) | (22,226) | ||||||||
Cash flows from investing activities: | |||||||||||
Investments in subsidiaries | 0 | (2,072) | (264,163) | ||||||||
Distributions from subsidiaries | 0 | 70,645 | 9,047 | ||||||||
Note receivable from subsidiary | 0 | 0 | 10,000 | ||||||||
Capital expenditures | (3,682) | (5,366) | (4,321) | ||||||||
Due to (from) subsidiaries | (25,102) | 80,762 | (23,947) | ||||||||
Net cash used in investing activities | (28,784) | 143,969 | (273,384) | ||||||||
Cash flows from financing activities: | |||||||||||
Proceeds from sale of common stock, net of offering costs | 19,318 | 0 | 49,044 | ||||||||
Proceeds from borrowings | 10,770 | 0 | 172,282 | ||||||||
Repayments of borrowings | (11,253) | (68,873) | (63,062) | ||||||||
Payment of deferred loan costs | 0 | 0 | (6,298) | ||||||||
Due to (from) subsidiaries | 0 | 0 | 63,578 | ||||||||
Other financing activities, net | (860) | (993) | (598) | ||||||||
Net cash provided by (used in) financing activities | 17,975 | (69,866) | 214,946 | ||||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash | (36,915) | 55,252 | (80,664) | ||||||||
Cash, cash equivalents, and restricted cash at beginning of period | $ 66,359 | $ 11,107 | 66,359 | 11,107 | 91,771 | ||||||
Cash, cash equivalents, and restricted cash at end of period | $ 29,444 | $ 66,359 | 29,444 | 66,359 | 11,107 | ||||||
Net cash received (paid) for: | |||||||||||
Interest | (5,750) | (7,856) | (4,557) | ||||||||
Taxes | (49) | (1,478) | 0 | ||||||||
Non-cash investing and financing activities: | |||||||||||
Accrued capital expenditures | 714 | 370 | 361 | ||||||||
Value of warrants and debt reclassified to equity | 0 | 0 | 3,084 | ||||||||
Capital lease additions | $ 539 | $ 165 | $ 1,575 |