Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-36550 | |
Entity Registrant Name | PAR PACIFIC HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-1060803 | |
Entity Address, Address Line One | 825 Town & Country Lane, Suite 1500 | |
Entity Address, City or Town | Houston, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77024 | |
City Area Code | 281 | |
Local Phone Number | 899-4800 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common stock, $0.01 par value | |
Trading Symbol | PARR | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding (in shares) | 51,182,104 | |
Amendment Flag | false | |
Entity Central Index Key | 0000821483 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 110,688 | $ 75,076 |
Restricted cash | 2,447 | 743 |
Total cash, cash equivalents, and restricted cash | 113,135 | 75,819 |
Trade accounts receivable | 232,413 | 160,338 |
Inventories | 671,743 | 322,065 |
Prepaid and other current assets | 10,495 | 28,370 |
Total current assets | 1,027,786 | 586,592 |
Property and equipment | ||
Property, plant, and equipment | 1,127,639 | 649,768 |
Less accumulated depreciation, depletion, and amortization | (165,416) | (111,507) |
Property and equipment, net | 962,223 | 538,261 |
Long-term assets | ||
Operating lease assets | 373,269 | |
Investment in Laramie Energy, LLC | 51,815 | 136,656 |
Intangible assets, net | 22,214 | 23,947 |
Goodwill | 193,812 | 153,397 |
Other long-term assets | 21,766 | 21,881 |
Total assets | 2,652,885 | 1,460,734 |
Current liabilities | ||
Current maturities of long-term debt | 12,292 | 33 |
Obligations under inventory financing agreements | 731,400 | 373,882 |
Accounts payable | 142,399 | 54,787 |
Deferred revenue | 7,321 | 6,681 |
Accrued taxes | 26,889 | 17,256 |
Operating lease liabilities | 54,476 | |
Other accrued liabilities | 76,819 | 54,562 |
Total current liabilities | 1,051,596 | 507,201 |
Long-term liabilities | ||
Long-term debt, net of current maturities | 630,129 | 392,607 |
Common stock warrants | 8,072 | 5,007 |
Finance lease liabilities | 5,976 | |
Finance lease liabilities | 6,123 | |
Operating lease liabilities | 320,553 | |
Other liabilities | 57,049 | 37,467 |
Total liabilities | 2,073,375 | 948,405 |
Commitments and contingencies (Note 13) | ||
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 September 30, 2019 and December 31, 2018, 51,168,084 shares and 46,983,924 shares issued at September 30, 2019 and December 31, 2018, respectively | 512 | 470 |
Additional paid-in capital | 679,706 | 617,937 |
Accumulated deficit | (103,381) | (108,751) |
Accumulated other comprehensive income | 2,673 | 2,673 |
Total stockholders’ equity | 579,510 | 512,329 |
Total liabilities and stockholders’ equity | $ 2,652,885 | $ 1,460,734 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 51,168,084 | 46,983,924 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,401,638 | $ 909,781 | $ 4,002,382 | $ 2,531,616 |
Operating expenses | ||||
Cost of revenues (excluding depreciation) | 1,265,755 | 822,785 | 3,578,329 | 2,232,608 |
Operating expense (excluding depreciation) | 83,237 | 54,905 | 231,741 | 158,975 |
Depreciation, depletion, and amortization | 22,227 | 13,192 | 65,103 | 39,004 |
General and administrative expense (excluding depreciation) | 11,391 | 11,871 | 34,435 | 35,981 |
Acquisition and integration costs | 623 | 2,134 | 4,325 | 3,515 |
Total operating expenses | 1,383,233 | 904,887 | 3,913,933 | 2,470,083 |
Operating income | 18,405 | 4,894 | 88,449 | 61,533 |
Other income (expense) | ||||
Interest expense and financing costs, net | (18,348) | (10,425) | (57,336) | (29,346) |
Debt extinguishment and commitment costs | 0 | 0 | (9,186) | 0 |
Other income, net | 83 | 85 | 2,347 | 861 |
Change in value of common stock warrants | (826) | (1,067) | (3,065) | (396) |
Change in value of contingent consideration | 0 | 0 | 0 | (10,500) |
Equity earnings (losses) from Laramie Energy, LLC | (85,633) | 1,050 | (84,841) | 4,274 |
Total other income (expense), net | (104,724) | (10,357) | (152,081) | (35,107) |
Income (loss) before income taxes | (86,319) | (5,463) | (63,632) | 26,426 |
Income tax benefit (expense) | 2,428 | (359) | 69,002 | (885) |
Net income (loss) | $ (83,891) | $ (5,822) | $ 5,370 | $ 25,541 |
Income (loss) per share | ||||
Basic (in dollars per share) | $ (1.65) | $ (0.13) | $ 0.11 | $ 0.55 |
Diluted (in dollars per share) | $ (1.65) | $ (0.13) | $ 0.11 | $ 0.55 |
Weighted-average number of shares outstanding | ||||
Basic (in shares) | 50,942 | 45,709 | 49,973 | 45,676 |
Diluted (in shares) | 50,942 | 45,709 | 50,071 | 45,721 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 5,370 | $ 25,541 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation, depletion, and amortization | 65,103 | 39,004 |
Debt extinguishment and commitment costs | 9,186 | 0 |
Non-cash interest expense | 7,064 | 5,358 |
Change in value of common stock warrants | 3,065 | 396 |
Deferred taxes | (69,563) | 839 |
Stock-based compensation | 4,646 | 4,799 |
Unrealized loss on derivative contracts | 6,328 | 8,105 |
Equity (earnings) losses from Laramie Energy, LLC | 84,841 | (4,274) |
Net changes in operating assets and liabilities: | ||
Trade accounts receivable | (39,455) | (12,819) |
Prepaid and other assets | 13,838 | 1,868 |
Inventories | (247,318) | (8,994) |
Deferred turnaround expenditures | (8,986) | 0 |
Obligations under inventory financing agreements | 212,862 | (43,250) |
Accounts payable, other accrued liabilities, and operating lease assets and liabilities | 51,651 | 35,327 |
Net cash provided by operating activities | 98,632 | 51,900 |
Cash flows from investing activities: | ||
Acquisitions of businesses, net of cash acquired | (274,291) | (74,331) |
Proceeds from purchase price settlement related to asset acquisition | 3,226 | 0 |
Capital expenditures | (64,086) | (30,198) |
Other investing activities | 864 | 805 |
Net cash used in investing activities | (334,287) | (103,724) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 470,505 | 106,500 |
Repayments of borrowings | (207,121) | (114,926) |
Net borrowings on deferred payment arrangements and receivable advances | 27,783 | 30,682 |
Payment of deferred loan costs | (13,450) | (379) |
Payments for debt extinguishment and commitment costs | (7,142) | 0 |
Other financing activities, net | 2,396 | (653) |
Net cash provided by financing activities | 272,971 | 21,224 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 37,316 | (30,600) |
Cash, cash equivalents, and restricted cash at beginning of period | 75,819 | 119,077 |
Cash, cash equivalents, and restricted cash at end of period | 113,135 | 88,477 |
Net cash received (paid) for: | ||
Interest paid | (35,913) | (12,981) |
Taxes | (3,974) | (48) |
Non-cash investing and financing activities: | ||
Accrued capital expenditures | 7,207 | 4,048 |
Common stock issued for business combination | 36,980 | 0 |
Common stock issued to repurchase convertible notes | $ 30,055 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED 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 | |
Balance at period start (in shares) at Dec. 31, 2017 | 45,776 | |||||
Balance at period start at Dec. 31, 2017 | $ 447,719 | $ 458 | $ 593,295 | $ (148,178) | $ 2,144 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | 272 | |||||
Stock-based compensation | 1,438 | $ 1 | 1,437 | |||
Purchase of common stock for retirement (in shares) | (29) | |||||
Purchase of common stock for retirement | (543) | (543) | ||||
Other comprehensive income (loss) | 0 | |||||
Net income (loss) | 15,185 | 15,185 | ||||
Balance at period end (in shares) at Mar. 31, 2018 | 46,019 | |||||
Balance at period end at Mar. 31, 2018 | 463,799 | $ 459 | 594,189 | (132,993) | 2,144 | |
Balance at period start (in shares) at Dec. 31, 2017 | 45,776 | |||||
Balance at period start at Dec. 31, 2017 | 447,719 | $ 458 | 593,295 | (148,178) | 2,144 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 25,541 | |||||
Balance at period end (in shares) at Sep. 30, 2018 | 46,009 | |||||
Balance at period end at Sep. 30, 2018 | 477,406 | $ 460 | 597,439 | (122,637) | 2,144 | |
Balance at period start (in shares) at Mar. 31, 2018 | 46,019 | |||||
Balance at period start at Mar. 31, 2018 | 463,799 | $ 459 | 594,189 | (132,993) | 2,144 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | (8) | |||||
Stock-based compensation | 1,664 | $ 1 | 1,663 | |||
Purchase of common stock for retirement (in shares) | (3) | |||||
Purchase of common stock for retirement | (21) | (21) | ||||
Other comprehensive income (loss) | 0 | |||||
Net income (loss) | 16,178 | 16,178 | ||||
Balance at period end (in shares) at Jun. 30, 2018 | 46,008 | |||||
Balance at period end at Jun. 30, 2018 | 481,620 | $ 460 | 595,831 | (116,815) | 2,144 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | 15 | |||||
Stock-based compensation | 1,696 | 1,696 | ||||
Purchase of common stock for retirement (in shares) | (14) | |||||
Purchase of common stock for retirement | (88) | (88) | ||||
Other comprehensive income (loss) | 0 | |||||
Net income (loss) | (5,822) | (5,822) | ||||
Balance at period end (in shares) at Sep. 30, 2018 | 46,009 | |||||
Balance at period end at Sep. 30, 2018 | 477,406 | $ 460 | 597,439 | (122,637) | 2,144 | |
Balance at period start (in shares) at Dec. 31, 2018 | 46,984 | |||||
Balance at period start at Dec. 31, 2018 | 512,329 | $ 470 | 617,937 | (108,751) | 2,673 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock for business combination (in shares) | 2,364 | |||||
Issuance of common stock for business combination | 36,980 | $ 23 | 36,957 | |||
Stock-based compensation (in shares) | 246 | |||||
Stock-based compensation | 1,535 | $ 3 | 1,532 | |||
Purchase of common stock for retirement (in shares) | (44) | |||||
Purchase of common stock for retirement | (734) | (734) | ||||
Net income (loss) | 61,092 | 61,092 | ||||
Balance at period end (in shares) at Mar. 31, 2019 | 49,550 | |||||
Balance at period end at Mar. 31, 2019 | 611,202 | $ 496 | 655,692 | (47,659) | 2,673 | |
Balance at period start (in shares) at Dec. 31, 2018 | 46,984 | |||||
Balance at period start at Dec. 31, 2018 | 512,329 | $ 470 | 617,937 | (108,751) | 2,673 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 5,370 | |||||
Balance at period end (in shares) at Sep. 30, 2019 | 51,168 | |||||
Balance at period end at Sep. 30, 2019 | 579,510 | $ 512 | 679,706 | (103,381) | 2,673 | |
Balance at period start (in shares) at Mar. 31, 2019 | 49,550 | |||||
Balance at period start at Mar. 31, 2019 | 611,202 | $ 496 | 655,692 | (47,659) | 2,673 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock for convertible notes repurchase (in shares) | [1] | 1,449 | ||||
Issuance of common stock for convertible notes repurchase, net | [1] | 17,789 | $ 14 | 17,775 | ||
Issuance of common stock for employee stock purchase plan (in shares) | 37 | |||||
Issuance of common stock for employee stock purchase plan | 754 | 754 | ||||
Stock-based compensation (in shares) | (31) | |||||
Stock-based compensation | 1,550 | 1,550 | ||||
Purchase of common stock for retirement (in shares) | (2) | |||||
Purchase of common stock for retirement | (20) | (20) | ||||
Exercise of stock options (in shares) | 21 | |||||
Exercise of stock options | 119 | 119 | ||||
Net income (loss) | 28,169 | 28,169 | ||||
Balance at period end (in shares) at Jun. 30, 2019 | 51,024 | |||||
Balance at period end at Jun. 30, 2019 | 659,563 | $ 510 | 675,870 | (19,490) | 2,673 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | (20) | |||||
Stock-based compensation | 1,448 | 1,448 | ||||
Purchase of common stock for retirement (in shares) | (6) | |||||
Purchase of common stock for retirement | (414) | (414) | ||||
Exercise of stock options (in shares) | 170 | |||||
Exercise of stock options | 2,804 | $ 2 | 2,802 | |||
Net income (loss) | (83,891) | (83,891) | ||||
Balance at period end (in shares) at Sep. 30, 2019 | 51,168 | |||||
Balance at period end at Sep. 30, 2019 | $ 579,510 | $ 512 | $ 679,706 | $ (103,381) | $ 2,673 | |
[1] | The issuance of common stock for the repurchase of a portion of our 5.00% Convertible Senior Notes in the three months ended June 30, 2019 is presented net of a $12.3 million write-off associated with the equity component of the repurchased notes. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions | Jun. 30, 2019USD ($) |
Convertible Debt | 5.00% Convertible Senior Notes due 2021 | |
Debt instrument, convertible, carrying amount of equity component | $ 12.3 |
Overview
Overview | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Overview | Overview Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) own and operate 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 thousand barrels per day (“Mbpd”). Our co-located 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 distillates, gasoline, asphalt, and other associated refined products primarily marketed in the Pacific Northwest. 2) Retail - 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. Through September 30, 2019 , we completed the rebranding of 26 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 the 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. As of September 30, 2019 , we owned a 46.0% equity investment in Laramie Energy, LLC (“ Laramie Energy ”). Laramie Energy is focused on producing natural gas in Garfield, Mesa, and Rio Blanco Counties, Colorado. Our Corporate and Other reportable segment primarily includes general and administrative costs. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of Par and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our condensed consolidated financial statements for prior periods have been reclassified to conform with the current presentation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2018 was derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 . Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. Actual amounts could differ from these estimates. Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support letter of credit facilities and certain ongoing bankruptcy recovery trust claims. Inventories Commodity inventories, excluding commodity inventories at the Washington refinery, are stated at the lower of cost or net realizable value using the first-in, first-out accounting method (“FIFO”). Commodity inventories at the Washington refinery are stated at the lower of cost or net realizable value using the last-in, first-out (“LIFO”) inventory accounting method. We value merchandise along with spare parts, materials, and supplies at average cost. Our LIFO reserve was $10.3 million as of September 30, 2019 . All of the crude oil utilized at the Hawaii refinery is financed by J. Aron & Company (“J. Aron”) under the Supply and Offtake Agreements as described in Note 8—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 we are obligated to repurchase the inventory. In connection with the consummation of the Washington Acquisition (as defined in Note 4—Acquisitions ), we became a party to an intermediation arrangement (the “ Washington Refinery Intermediation Agreement ”) with Merrill Lynch Commodities, Inc. (“ MLC ”) as described in Note 8—Inventory Financing Agreements . Under this arrangement, U.S. Oil (as defined in Note 4—Acquisitions ) purchases crude oil supplied from third-party suppliers and MLC provides credit support for certain crude oil purchases. MLC ’s credit support can consist of either providing a payment guaranty, causing the issuance of a letter of credit from a third party issuing bank, or purchasing crude oil directly from third-parties on our behalf. 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 . Cost Classifications Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our Renewable Identification Numbers (“RINs”) obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains (losses) on derivatives and inventory valuation adjustments. Certain direct operating expenses related to our logistics segment are also included in Cost of revenues (excluding depreciation). 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 and finance lease amortization expense excluded from each line item in our condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Cost of revenues $ 4,763 $ 1,620 $ 12,579 $ 4,866 Operating expense 13,630 7,155 40,212 20,560 General and administrative expense 797 1,297 2,341 3,345 Recent Accounting Pronouncements There have been no developments to recent accounting pronouncements, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 . Accounting Principles Adopted On January 1, 2019, we adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , as amended by other ASUs issued since February 2019 (“ASU 2016-02” or “ASC 842”), using the modified retrospective transition method. Under this optional transition method, information presented prior to January 1, 2019 has not been restated and continues to be reported under the accounting standards in effect for the period. There was no adjustment to our opening retained earnings as a result of the adoption of this ASU. ASU 2016-02 requires lessees to recognize a right-of-use asset (“ROU asset”) and lease liability on the balance sheet for all rights and obligations created by leases. The new standard provided a number of optional practical expedients. We have elected: • the package of practical expedients, permitting us to carryforward our conclusions regarding lease identification, classification, and initial direct costs for contracts that commenced prior to the effective date; • the practical expedient pertaining to land easements, allowing us to account for existing land easements under our previous accounting policy; • the short-term lease exemption, which states that leases that are 12 months or less are exempt from balance sheet reporting; and • the practical expedient that allows us to combine lease and non-lease components. ASC 842 had a material impact on our consolidated balance sheet; however, it did not materially impact our consolidated statement of operations or statement of cash flows. As a result of the adoption of ASC 842, we recorded ROU assets and lease liabilities related to operating leases of $347 million and $349 million , respectively. Our accounting for finance leases remained substantially unchanged. Additionally, we acquired operating lease assets and lease liabilities of $62 million in connection with the Washington Acquisition (as defined in Note 4—Acquisitions ). Please read Note 12—Leases for further disclosures and information. On January 1, 2019, we adopted ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ( “ ASU 2018-02”) and elected not 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 Financial Accounting Standards Board (“FASB”) ASC Topic 740, “Income Taxes.” The adoption of ASU 2018-02 did not have a material impact on our financial condition, results of operations, and cash flows. |
Investment in Laramie Energy, L
Investment in Laramie Energy, LLC | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Laramie Energy, LLC | Investment in Laramie Energy, LLC As of September 30, 2019 , we had a 46.0% ownership interest in Laramie Energy . Laramie Energy is focused on producing natural gas in Garfield, Mesa, and Rio Blanco Counties, Colorado. Laramie Energy has a $400 million revolving credit facility with a borrowing base currently set at $240 million that is secured by a lien on its natural gas and crude oil properties and related assets. As of September 30, 2019 , the balance outstanding on the revolving credit facility was approximately $204.7 million . We are guarantors of Laramie Energy ’s credit facility, with recourse limited to the pledge of our equity interest of our wholly owned subsidiary, Par Piceance Energy Equity, LLC. Under the terms of its credit facility, Laramie Energy is generally prohibited from making future cash distributions to its owners, including us. At September 30, 2019, we conducted an impairment evaluation of our investment in Laramie Energy because of the significant decline in natural gas prices over the second quarter of 2019 and continued deterioration in the third quarter of 2019. We evaluate equity method investments for impairment when factors indicate that a decrease in the value of our investment has occurred and the carrying amount of our investment may not be recoverable. An impairment loss, based on the difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. At September 30, 2019, we determined that the estimated fair value of our investment in Laramie Energy was $51.8 million , compared to a carrying value of $133.3 million . The fair value estimate was determined using a discounted cash flow analysis based on natural gas forward strip prices as of September 30, 2019 for two years through December 31, 2021. A blend of 2021 forward strip pricing and third-party analyst pricing was used for years after 2021 through December 31, 2028. Other significant inputs used in the discounted cash flow analysis included proved and unproved reserves information, forecasts of operating expenditures, and the applicable discount rate. As part of our evaluation, we considered the likelihood that Colorado Interstate Gas (CIG) prices, which have declined from an average spot price of $2.48 ($/MMBtu) in the first quarter of 2019, to $1.84 ($/MMBtu) in the second quarter of 2019 and $1.77 ($/MMBtu) in the third quarter of 2019, will recover in the near term. Based on the significant decline in natural gas prices over the past six months and the reduced likelihood that natural gas prices will recover in the near term, we concluded that the decline in the fair value of our investment in Laramie Energy is other than temporary. As a result, we have recorded an impairment charge of $81.5 million on our statement of operations for the three months ended September 30, 2019. The decline in the estimated fair value of our investment in Laramie Energy and the resulting impairment charge is larger than previously disclosed primarily due to the continued decline in natural gas prices during the third quarter of 2019 and the impact of lower than expected prices on the value of Laramie Energy’s proved and unproved reserves. The change in our equity investment in Laramie Energy is as follows (in thousands): Nine Months Ended September 30, 2019 Beginning balance $ 136,656 Equity losses from Laramie Energy (8,344 ) Accretion of basis difference 5,018 Impairment (81,515 ) Ending balance $ 51,815 Summarized financial information for Laramie Energy is as follows (in thousands): September 30, 2019 December 31, 2018 Current assets $ 16,704 $ 28,569 Non-current assets 763,583 788,515 Current liabilities 29,332 41,681 Non-current liabilities 286,623 293,084 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Natural gas and oil revenues $ 38,967 $ 58,557 $ 150,161 $ 151,988 Income (loss) from operations (10,028 ) 6,152 (4,490 ) 11,642 Net loss (12,586 ) (152 ) (18,139 ) (1,708 ) Laramie Energy ’s net loss for the three and nine months ended September 30, 2019 includes $20.7 million and $63.1 million of depreciation, depletion, and amortization (“DD&A”) and $4.3 million of unrealized losses and $6.8 million of unrealized gains on derivative instruments, respectively. Laramie Energy ’s net loss for the three and nine months ended September 30, 2018 includes $20.7 million and $52.7 million of DD&A and $3.2 million and $6.7 million of unrealized losses on derivative instruments, respectively. At September 30, 2019 and December 31, 2018 , our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $161.8 million and $85.2 million , respectively. This difference arose primarily due to lack of control and marketability discounts and other-than-temporary impairments of our equity investment in Laramie Energy |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Washington 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 Acquisition ”). The Washington 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 Acquisition for a total purchase price of $326.5 million , including acquired working capital, consisting of cash consideration of $289.5 million and approximately 2.4 million shares of Par’s common stock with a fair value of $37.0 million issued to the seller of U.S. Oil. The cash consideration was funded in part through cash on hand, proceeds from borrowings under a new term loan facility entered into with Goldman Sachs Bank USA, as administrative agent, of $250.0 million (the “ Term Loan B ”) and proceeds from borrowings under a term loan from the Bank of Hawaii of $45.0 million (the “ Par Pacific Term Loan ”). Please read Note 9—Debt for further information on the Term Loan B and Par Pacific Term Loan . In January 2019, we incurred $5.4 million of commitment fees associated with the funding of the Washington Acquisition . Such commitment fees are presented as Debt extinguishment and commitment costs on our condensed consolidated statements of operations for the nine months ended September 30, 2019 . In connection with the consummation of the Washington Acquisition , we assumed the Washington Refinery Intermediation Agreement with MLC that provides a structured financing arrangement based on U.S. Oil ’s crude oil and refined products inventories and associated accounts receivable. Please read Note 8—Inventory Financing Agreements for further information on the Washington Refinery Intermediation Agreement . We accounted for the Washington Acquisition as a business combination whereby the purchase price is 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 those of the Washington refinery and the 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 Washington Acquisition is not expected to be deductible for income tax reporting purposes. A summary of the preliminary estimated fair value of the assets acquired and liabilities assumed is as follows (in thousands): Cash $ 16,146 Accounts receivable 34,954 Inventories 98,367 Prepaid and other assets 5,320 Property, plant, and equipment 412,766 Operating lease assets 62,337 Goodwill (1) 40,415 Total assets (2) 670,305 Obligations under inventory financing agreements (116,873 ) Accounts payable (55,444 ) Current operating lease obligations (21,571 ) Other current liabilities (18,411 ) Long-term operating lease obligations (40,766 ) Deferred tax liability (89,909 ) Other non-current liabilities (804 ) Total liabilities (343,778 ) Total $ 326,527 ______________________________________________ (1) We allocated $23.4 million and $17.0 million of goodwill to our refining and logistics segments, respectively. (2) We allocated $402.7 million and $267.6 million of total assets to our refining and logistics segments, respectively. We have recorded a preliminary estimate of the fair value of the assets acquired and liabilities assumed and expect to finalize the purchase price allocation during the fourth quarter of 2019. The primary areas of the purchase price allocation that are not yet finalized relate to property, plant, and equipment, goodwill, and income taxes. During the six months ended September 30, 2019 , the purchase price allocation was adjusted to record an increase in the property, plant, and equipment valuation of $2.1 million , a decrease in the deferred tax liability of $5.9 million , and a net decrease in working capital adjustments of $1.9 million . Goodwill decreased $6.1 million as a result of these adjusting entries. We incurred $2.2 million of acquisition costs related to the Washington Acquisition for the nine months ended September 30, 2019 . These costs are included in Acquisition and integration costs on our condensed consolidated statement of operations. The results of operations of U.S. Oil were included in our results beginning on January 11, 2019 . For the three and nine months ended September 30, 2019 , our results of operations included revenues of $300.0 million and $855.6 million and profit before tax of $29.4 million and $49.5 million related to U.S. Oil , respectively. The following unaudited pro forma financial information presents our consolidated revenues and net income (loss) as if the Washington Acquisition had been completed on January 1, 2018 (in thousands except per share information): Nine Months Ended September 30, 2019 2018 Revenues $ 4,030,290 $ 3,515,536 Net income (loss) (72,544 ) 19,897 Income (loss) per share Basic $ (1.45 ) $ 0.41 Diluted $ (1.45 ) $ 0.41 These pro forma results were based on estimates and assumptions, which we believe are reasonable. They are not necessarily indicative of our consolidated results of operations in future periods or the results that actually would have been realized had we been a combined company during the periods presented. The pro forma results for the nine months ended September 30, 2019 and 2018 include adjustments to remeasure U.S. Oil ’s LIFO inventory reserve as if the Washington Acquisition had been completed on January 1, 2018, record interest and other debt extinguishment costs related to issuance of the Term Loan B and Par Pacific Term Loan , and adjust U.S. Oil ’s historical depreciation expense as a result of the fair value adjustment to Property and equipment, net. The pro forma results for the nine months ended September 30, 2019 also include an adjustment to eliminate the $67.0 million tax benefit associated with a partial release of our valuation allowance in connection with the Washington Acquisition . Hawaii Refinery Expansion On August 29, 2018 , we entered into a Topping Unit Purchase Agreement with IES Downstream, LLC (“ 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 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 operations now have two facility locations which are approximately two miles from one another: Par East, our legacy refinery assets, and Par West, the recently-acquired assets. 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 will supply 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 nine months ended September 30, 2018 . These costs are included in Acquisition and integration costs on our condensed consolidated statement of operations. No such costs were incurred during the three months ended September 30, 2018 . |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition As of September 30, 2019 and December 31, 2018 , receivables from contracts with customers were $223.0 million and $148.4 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 $7.3 million and $6.7 million as of September 30, 2019 and December 31, 2018 , respectively. The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands): Three Months Ended September 30, 2019 Refining Logistics Retail Product or service: Gasoline $ 399,543 $ — $ 86,941 Distillates (1) 625,080 — 10,857 Other refined products (2) 311,724 — — Merchandise — — 24,098 Transportation and terminalling services — 49,623 — Other revenue 604 — 338 Total segment revenues (3) $ 1,336,951 $ 49,623 $ 122,234 Three Months Ended September 30, 2018 Refining Logistics Retail Product or service: Gasoline $ 260,392 $ — $ 89,358 Distillates (1) 466,148 — 11,282 Other refined products (2) 124,051 — — Merchandise — — 24,330 Transportation and terminalling services — 30,660 — Total segment revenues (3) $ 850,591 $ 30,660 $ 124,970 Nine Months Ended September 30, 2019 Refining Logistics Retail Product or service: Gasoline $ 1,060,095 $ — $ 242,952 Distillates (1) 1,827,879 — 30,413 Other refined products (2) 941,109 — — Merchandise — — 68,176 Transportation and terminalling services — 144,978 — Other revenue 1,489 — 1,273 Total segment revenues (3) $ 3,830,572 $ 144,978 $ 342,814 Nine Months Ended September 30, 2018 Refining Logistics Retail Product or service: Gasoline $ 755,523 $ — $ 232,314 Distillates (1) 1,318,645 — 29,403 Other refined products (2) 317,094 — — Merchandise — — 61,536 Transportation and terminalling services — 95,016 — Total segment revenues (3) $ 2,391,262 $ 95,016 $ 323,253 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, gas oil, asphalt, and naphtha. (3) Refer to Note 17—Segment Information |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at September 30, 2019 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total Crude oil and feedstocks $ 192,807 $ 120,305 $ 313,112 Refined products and blendstock 132,795 164,627 297,422 Warehouse stock and other (2) 61,209 — 61,209 Total $ 386,811 $ 284,932 $ 671,743 Inventories at December 31, 2018 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total 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 ________________________________________________________ (1) Please read Note 8—Inventory Financing Agreements for further information. (2) Includes $17.1 million and $5.0 million of RINs and environmental credits as of September 30, 2019 and December 31, 2018 , respectively. As of September 30, 2019 and December 31, 2018 , there was a $6.2 million and $3.8 million reserve for the lower of cost or net realizable value of inventory, respectively. Our LIFO inventory reserve was $10.3 million as of September 30, 2019 . |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | Prepaid and Other Current Assets Prepaid and other current assets at September 30, 2019 and December 31, 2018 consisted of the following (in thousands): September 30, 2019 December 31, 2018 Collateral posted with broker for derivative instruments (1) $ 4,076 $ 2,759 Prepaid insurance — 7,727 Deferred financing costs 280 — Derivative assets 118 5,164 Other 6,021 12,720 Total $ 10,495 $ 28,370 _________________________________________________________ (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 10—Derivatives for further information. |
Inventory Financing Agreements
Inventory Financing Agreements | 9 Months Ended |
Sep. 30, 2019 | |
Other Commitments [Abstract] | |
Inventory Financing Agreements | Inventory Financing Agreements Supply and Offtake Agreements On June 1, 2015, we entered into several agreements with J. Aron to support the operations of our Hawaii refinery (the “Supply and Offtake Agreements”). The Supply and Offtake Agreements mature on May 31, 2021 and have a one -year extension option upon mutual agreement of the parties. Under the Supply and Offtake Agreements, 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 September 30, 2019 , we had no obligations due to J. Aron under this contractual undertakings agreement. 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 amendment to the Supply and Offtake Agreements also (i) required us to increase our margin requirements by an aggregate of $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, J. Aron and we 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 per day of crude oil to our Hawaii refinery. Additionally, we agreed to sell and J. Aron agreed to buy, at market prices, refined products produced at our Hawaii refinery. We will then repurchase the refined products from J. Aron prior to selling the refined products to our retail operations or to third parties. The agreements also provide for the lease of crude oil and certain refined product storage facilities to J. Aron. Following the expiration or termination of the Supply and Offtake Agreements, we are obligated to purchase the crude oil and refined product inventories then owned by J. Aron and located at the leased storage facilities at then-current market prices. Though title to the crude oil and certain refined product inventories resides with J. Aron, the Supply and Offtake Agreements are accounted for similar to a product financing arrangement; therefore, the crude oil and refined products inventories will continue to be included on our condensed consolidated balance sheets until processed and sold to a third party. Each reporting period, we record a liability in an amount equal to the amount we expect to pay to repurchase the inventory held by J. Aron based on current market prices. For the three and nine months ended September 30, 2019 , we incurred approximately $9.1 million and $24.7 million , respectively, of inventory intermediation fees related to the Supply and Offtake Agreements, which are included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations. For the three and nine months ended September 30, 2018 , we incurred approximately $5.0 million and $15.8 million of inventory intermediation fees related to the Supply and Offtake Agreements, respectively. For the three and nine months ended September 30, 2019 , Interest expense and financing costs, net , on our condensed consolidated statements of operations includes approximately $1.3 million and $4.3 million of expenses related to the Supply and Offtake Agreements, respectively. For the three and nine months ended September 30, 2018 , Interest expense and financing costs, net on our condensed consolidated statements of operations includes approximately $1.3 million and $3.3 million of expenses related to the Supply and Offtake Agreements, respectively. The Supply and Offtake Agreements also include a deferred payment arrangement (“Deferred Payment Arrangement”) whereby we can defer payments owed under the agreements up to the lesser of $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 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 condensed consolidated balance sheets. Changes in the amount outstanding under the Deferred Payment Arrangement are included within Cash flows from financing activities on the condensed consolidated statements of cash flows. As of September 30, 2019 and December 31, 2018 , the capacity of the Deferred Payment Arrangement was $101.0 million and $77.4 million , respectively. As of September 30, 2019 and December 31, 2018 , we had $94.8 million and $68.4 million outstanding, respectively, under the Deferred Payment Arrangements. 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 for $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 $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 September 30, 2019 , the payable was $0.1 million . As of December 31, 2018 the receivable was $2.5 million . Washington Refinery Intermediation Agreement In connection with the consummation of the Washington Acquisition , we became a party to the Washington Refinery Intermediation Agreement with MLC that provides a structured financing arrangement based on U.S. Oil ’s crude oil and refined products inventories and associated accounts receivable. 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, causing the issuance of a letter of credit from a third-party issuing bank, or purchasing crude oil directly from third parties on our behalf. 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 . On November 1, 2019 , we and MLC amended the Washington Refinery Intermediation Agreement and extended the term through June 30, 2021 , with an option for us to early terminate as early as March 31, 2021 . 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 (the “ MLC receivable advances ”), and additional advances based on crude oil and products inventories. Changes in the amount outstanding under the MLC receivable advances are included within Cash flows from financing activities on the condensed consolidated statements of cash flows. The MLC receivable advances bear interest at a rate equal to three -month LIBOR plus 3.25% per annum. We also agreed to pay an availability fee equal to 1.50% of the unused capacity under the MLC receivable advances . As part of the November 1, 2019 amendment, the availability fee was amended to equal 0.75% of the unused capacity under the MLC receivable advances. As of September 30, 2019 , our outstanding balance under MLC receivable advances was equal to our borrowing base of $50.9 million . Additionally, as of September 30, 2019 , we had approximately $72.2 million in letters of credit outstanding through MLC ’s credit support. For the three and nine months ended September 30, 2019 , we incurred approximately $0.9 million and $2.7 million of inventory intermediation fees, respectively, related to the Washington Refinery Intermediation Agreement , which are included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations. For the three and nine months ended September 30, 2019 , Interest expense and financing costs, net on our condensed consolidated statements of operations includes approximately $2.0 million and $4.8 million of expenses, respectively, related to the Washington Refinery Intermediation Agreement . The Supply and Offtake Agreements and the Washington Refinery Intermediation Agreement also provide us with the ability to economically hedge price risk on our inventories and crude oil purchases. Please read Note 10—Derivatives for further information. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes our outstanding debt (in thousands): September 30, 2019 December 31, 2018 5.00% Convertible Senior Notes due 2021 $ 79,895 $ 115,000 7.75% Senior Secured Notes due 2025 300,000 300,000 ABL Credit Facility — — Mid Pac Term Loan 1,441 1,466 Term Loan B 243,750 — Retail Property Term Loan 44,384 — Principal amount of long-term debt 669,470 416,466 Less: unamortized discount and deferred financing costs (27,049 ) (23,826 ) Total debt, net of unamortized discount and deferred financing costs 642,421 392,640 Less: current maturities (12,292 ) (33 ) Long-term debt, net of current maturities $ 630,129 $ 392,607 As of September 30, 2019 , we had no letters of credit outstanding under the ABL Credit Facility and $3.7 million in cash-collateralized letters of credit and surety bonds outstanding. Additionally, as of December 31, 2018 , we had approximately $13.5 million in letters of credit outstanding under the ABL Credit Facility . Under the ABL Credit Facility , the indenture governing the 7.75% Senior Secured Notes , and the Term Loan B Facility , 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 our previous credit facilities and the forward sale agreement with J. Aron and for general corporate purposes. The 7.75% Senior Secured Notes bear interest at a rate of 7.750% per year (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 . ABL Credit Facility On December 21, 2017 , in connection with the issuance of the 7.75% Senior Secured Notes , Par Petroleum, LLC , Par Hawaii, LLC, Hermes Consolidated, LLC, and Wyoming Pipeline Company (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. As of September 30, 2019 , the ABL Revolver had no outstanding balance and a borrowing base of approximately $58.4 million . 5.00% Convertible Senior Notes Due 2021 As of September 30, 2019 , the outstanding principal amount of the 5.00% Convertible Senior Notes was $79.9 million , the unamortized discount and deferred financing cost was $7.3 million , and the carrying amount of the liability component was $72.6 million . During May and June 2019, we entered into privately negotiated exchange agreements with a limited number of holders (the “Noteholders”) to repurchase $35.1 million in aggregate principal amount of the 5.00% Convertible Senior Notes held by the Noteholders for an aggregate of $16.2 million in cash and approximately 1.4 million shares of our common stock with a fair value of $30.1 million . We recognized a loss of approximately $3.7 million related to the extinguishment of the repurchased 5.00% Convertible Senior Notes in the nine months ended September 30, 2019 . Term Loan B Facility On January 11, 2019 , Par Petroleum, LLC and Par Petroleum Finance Corp. 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 “ Term Loan B Facility ”). Pursuant to the Term Loan B Facility , the lenders made a term loan to the borrowers in the amount of $250.0 million (“ Term Loan B ”) on the closing date. The net proceeds from Term Loan B totaled $228.9 million after deducting the original issue discount, deferred financing costs, and commitment and other fees. Loans under Term Loan B bear interest at a rate per annum equal to Adjusted LIBOR (as defined in the Term Loan B Facility ) plus an applicable margin of 6.75% or at a rate per annum equal to Alternate Base Rate (as defined in the Term Loan B Facility ) plus an applicable margin of 5.75% . In addition to the quarterly interest payments, Term Loan B requires quarterly principal payments of $3.1 million . Term Loan B matures on January 11, 2026 . The obligations of the borrowers under the Term Loan B Facility are guaranteed by Par Petroleum, LLC ’s and Par Petroleum Finance Corp. ’s existing and future direct or indirect domestic subsidiaries and by the Company, with respect to principal and interest only. The Term Loan B Facility and the 7.75% Senior Secured Notes are secured on a pari passu basis by first priority liens (subject to the relative priority of permitted liens) on substantially all of the property and assets of Par Petroleum, LLC , Par Petroleum Finance Corp. , and their subsidiary guarantors, but excluding certain property which is collateral under the ABL Credit Facility , the Supply and Offtake Agreements, and the Washington Refinery Intermediation Agreement . Par Pacific Term Loan Agreement 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 payments were due monthly and were based on the outstanding principal balance multiplied by 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 Par Pacific Term Loan Agreement was originally scheduled to mature on July 9, 2019 . We terminated and repaid all amounts outstanding under the Par Pacific Term Loan Agreement on March 29, 2019 using the proceeds of the Retail Property Term Loan (as defined below). We recognized approximately $0.1 million of debt extinguishment costs related to the unamortized deferred financing costs associated with the Par Pacific Term Loan Agreement in the nine months ended September 30, 2019 . Retail Property Term Loan On March 29, 2019 , Par Pacific Hawaii Property Company, LLC (“ Par Property LLC ”), our wholly owned subsidiary, entered into a term loan agreement (the “ Retail Property Term Loan ”) with BOH, which provided a term loan in the principal amount of $45.0 million . The proceeds from the Retail Property Term Loan were used to repay and terminate the Par Pacific Term Loan Agreement . The Retail Property Term Loan is guaranteed by Par and secured by a lien on substantially all of the assets of Par Property LLC , including a mortgage lien on 21 retail properties in Hawaii (the “ Portfolio Properties ”). Certain covenants require us to maintain a loan-to-appraisal value of the Portfolio Properties ratio of not greater than 75% and an annual debt yield of at least 9.0% . Par is also subject to a minimum liquidity covenant measured on the last day of each fiscal quarter. The Retail Property Term Loan bears interest based on a floating rate equal to the applicable LIBOR for a one-month interest period plus 1.5% . Principal and interest payments are payable monthly based on a 20 -year amortization schedule, principal prepayments are allowed subject to applicable prepayment penalties, and the remaining unpaid principal, plus any unpaid interest or other charges, is due on April 1, 2024 , the maturity date of the Retail Property Term Loan . Cross Default Provisions Included within each of our debt agreements are affirmative and negative covenants, and customary cross default provisions, that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived. As of September 30, 2019 , we were in compliance with all of our debt agreements. Guarantors In connection with our shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (“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 may be subject to restrictions on their ability to distribute funds to us, whether by cash dividends, loans, or advances. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives Commodity Derivatives We utilize commodity derivative contracts to manage our price exposure in our inventory positions, future purchases of crude oil, future purchases and sales 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 over-the-counter (“OTC”) swaps. Our futures, options, and OTC swaps are marked-to-market and changes in the fair value of these contracts are recognized within Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations. We are obligated to repurchase the crude oil and refined products from J. Aron at the termination of the Supply and Offtake Agreements. Our Washington Refinery Intermediation Agreement contains forward purchase obligations for certain volumes of crude oil and refined products that are required to be settled at market prices on a monthly basis. We have determined that these obligations under the Supply and Offtake Agreements and Washington Refinery Intermediation Agreement contain embedded derivatives. As such, we have accounted for these embedded derivatives at fair value with changes in the fair value recorded in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations. We have entered into forward purchase contracts for crude oil and forward purchases and sales contracts of refined products. We elect the normal purchases normal sales (“NPNS”) exception for all forward contracts that meet the definition of a derivative and are not expected to net settle. Any gains and losses with respect to these forward contracts designated as NPNS are not reflected in earnings until the delivery occurs. Our open futures expire at various dates through March 2020 . We elect to offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting agreement. Our condensed consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 11—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 September 30, 2019 , our open commodity derivative contracts represented (in thousands of barrels): Contract type Purchases Sales Net Futures 1,980 (1,116 ) 864 Swaps 138 (138 ) — Total 2,118 (1,254 ) 864 At September 30, 2019 , we also had option collars of 50 thousand barrels per month that economically hedge our internally consumed fuel at our Hawaii refinery. These option collars have a weighted-average strike price ranging from a floor of $48.40 per barrel to a ceiling of $65.00 per barrel and expire in December 2020 . Interest Rate Derivatives We are exposed to interest rate volatility in our ABL Revolver , Term Loan B Facility, Retail Property Term Loan , Supply and Offtake Agreements, and Washington Refinery Intermediation Agreement . We may utilize interest rate swaps to manage our interest rate risk. As of September 30, 2019 , we had entered into an interest rate swap at an average fixed rate of 3.91% in exchange for the floating interest rate and on the notional amounts due under the Retail Property Term Loan . This swap expires on April 1, 2024 , the maturity date of the Retail Property Term Loan . Our 5.00% Convertible Senior Notes include a redemption option and a related make-whole premium which represent an embedded derivative that is not clearly and closely related to the 5.00% Convertible Senior Notes . As such, we have accounted for this embedded derivative at fair value with changes in the fair value recorded in Interest expense and financing costs, net , on our condensed consolidated statements of operations. As of September 30, 2019 , 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 September 30, 2019 and December 31, 2018 and their placement within our condensed consolidated balance sheets. Balance Sheet Location September 30, 2019 December 31, 2018 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 118 $ 4,973 Commodity derivatives Other accrued liabilities (110 ) (700 ) J. Aron repurchase obligation derivative Obligations under inventory financing agreements (2,473 ) 4,085 MLC repurchase obligation derivative Obligations under inventory financing agreements 4,340 — Interest rate derivatives Prepaid and other current assets — 191 Interest rate derivatives Other accrued liabilities (315 ) — Interest rate derivatives Other liabilities (1,557 ) — _________________________________________________________ (1) Does not include cash collateral of $4.1 million and $2.7 million recorded in Prepaid and other current assets and $9.5 million and $8.3 million in Other long-term assets as of September 30, 2019 and December 31, 2018 , respectively. The following table summarizes the pre-tax gains (losses) recognized on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Statement of Operations Location 2019 2018 2019 2018 Commodity derivatives Cost of revenues (excluding depreciation) $ (4,836 ) $ (2,842 ) $ (8,095 ) $ 843 J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) (2,638 ) (4,330 ) (6,558 ) 10,812 MLC repurchase obligation derivative Cost of revenues (excluding depreciation) 4,656 — 1,317 — Interest rate derivatives Interest expense and financing costs, net (415 ) (21 ) (1,885 ) 1,277 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis Common Stock Warrants As of September 30, 2019 and December 31, 2018 , 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 September 30, 2019 and December 31, 2018 , the warrants had a weighted-average exercise price of $0.09 and $0.09 and a remaining term of 2.92 years and 3.67 years , respectively. The estimated fair value of the common stock warrants was $22.78 and $14.13 per share as of September 30, 2019 and December 31, 2018 , respectively. Derivative Instruments We utilize commodity derivative contracts to manage our price exposure to our inventory positions, future purchases of crude oil, future purchases and sales of refined products, and cost of crude oil consumed in the refining process. We may utilize interest rate swaps to manage our interest rate risk. We classify financial assets and liabilities according to the fair value hierarchy. Financial assets and liabilities classified as Level 1 instruments are valued using quoted prices in active markets for identical assets and liabilities. These include our exchange traded futures. Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Our Level 2 instruments include OTC swaps and options. These 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 and MLC repurchase obligation embedded derivatives requires that we make estimates of the prices and differentials assuming settlement at the end of the reporting period; therefore, they are classified as Level 3 instruments. We do not have other commodity derivatives classified as Level 3 at September 30, 2019 or December 31, 2018 . Please read Note 10—Derivatives for further information on derivatives. Financial Statement Impact Fair value amounts by hierarchy level as of September 30, 2019 and December 31, 2018 are presented gross in the tables below (in thousands): September 30, 2019 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 2,000 $ 813 $ — $ 2,813 $ (2,695 ) $ 118 Liabilities Common stock warrants $ — $ — $ (8,072 ) $ (8,072 ) $ — $ (8,072 ) Commodity derivatives (1,946 ) (859 ) — (2,805 ) 2,695 (110 ) J. Aron repurchase obligation derivative — — (2,473 ) (2,473 ) — (2,473 ) MLC repurchase obligation derivative — — 4,340 4,340 — 4,340 Interest rate derivatives — (1,872 ) — (1,872 ) — (1,872 ) Total $ (1,946 ) $ (2,731 ) $ (6,205 ) $ (10,882 ) $ 2,695 $ (8,187 ) 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 ) _________________________________________________________ (1) Does not include cash collateral of $13.6 million and $10.9 million as of September 30, 2019 and December 31, 2018 , respectively, included within Prepaid and other current assets and Other long-term assets on our condensed consolidated balance sheets. A roll forward of Level 3 financial instruments measured at fair value on a recurring basis is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Balance, at beginning of period $ (12,720 ) $ (10,559 ) $ (922 ) $ (26,372 ) Settlements 3,777 — (4,121 ) — Acquired 6,201 — 3,900 — Total unrealized income (loss) included in earnings (3,463 ) (5,397 ) (5,062 ) 10,416 Balance, at end of period $ (6,205 ) $ (15,956 ) $ (6,205 ) $ (15,956 ) The carrying value and fair value of long-term debt and other financial instruments as of September 30, 2019 and December 31, 2018 are as follows (in thousands): September 30, 2019 Carrying Value Fair Value 5.00% Convertible Senior Notes due 2021 (1) (3) $ 72,560 $ 109,643 7.75% Senior Secured Notes due 2025 (1) 291,700 299,250 Mid Pac Term Loan (2) 1,441 1,441 Term Loan B Facility (1) 233,171 243,750 Retail Property Term Loan (2) 43,549 43,549 Common stock warrants (2) 8,072 8,072 December 31, 2018 Carrying Value Fair Value 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 _________________________________________________________ (1) The fair value measurements of the 5.00% Convertible Senior Notes , 7.75% Senior Secured Notes , and Term Loan B Facility are considered Level 2 measurements as discussed below. (2) The fair value measurements of the common stock warrants, Mid Pac Term Loan , and Retail Property Term Loan are considered Level 3 measurements 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 September 30, 2019 . 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 and the Term Loan B Facility were determined using a market approach based on quoted prices. Because the 7.75% Senior Secured Notes and Term Loan B Facility 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 Retail Property Term Loan is subject to a market-based floating interest rate. The carrying value of our Retail Property Term Loan was determined to approximate fair value as of September 30, 2019 |
Leases (Notes)
Leases (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases We have cancelable and non-cancelable finance and operating lease obligations for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years or more. There are no material lease arrangements where we are the lessor. We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and ROU assets are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate in the calculation of present value unless the implicit rate can be readily determined. Certain leases include provisions for variable payments based upon percentage of sales and/or other operating metrics; escalation provisions to adjust rental payments to reflect changes in price indices and fair market rents; and provisions for the renewal, termination, and/or purchase of the leased asset. We only consider fixed payments and those options that are reasonably certain to be exercised in the determination of the lease term and the initial measurement of lease liabilities and ROU assets. Expense for operating lease payments is recognized as lease expense on a straight-line basis over the lease term. Expense for finance leases is recognized as amortization expense on a straight-line basis and interest expense on an effective rate basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We do not separate lease and nonlease components of a contract. There are no material residual value guarantees associated with any of our leases. The following table provides information on the amounts (in thousands, except lease term and discount rates) of our leased assets and liabilities as of September 30, 2019 and their placement within our condensed consolidated balance sheets: Lease type Balance Sheet Location September 30, 2019 Assets Finance Property, plant, and equipment $ 10,787 Finance Accumulated amortization (3,959 ) Finance Property and equipment, net $ 6,828 Operating Operating lease assets 373,269 Total leased assets $ 380,097 Liabilities Current Finance Other accrued liabilities $ 1,632 Operating Operating lease liabilities 54,476 Long-term Finance Finance lease liabilities 5,976 Operating Operating lease liabilities 320,553 Total lease liabilities $ 382,637 Weighted-average remaining lease term (in years) Finance 5.90 Operating 11.53 Weighted-average discount rate Finance 6.68 % Operating 7.71 % The following table summarizes the lease costs recognized on our condensed consolidated statements of operations (in thousands): Lease cost type Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Finance lease cost Amortization of finance lease assets $ 479 $ 1,380 Interest on lease liabilities 128 392 Operating lease cost 24,259 72,237 Variable lease cost 2,799 8,689 Short-term lease cost 1,067 1,483 Net lease cost $ 28,732 $ 84,181 The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Lease type Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,571 Operating cash flows from finance leases 559 Operating cash flows from operating leases 71,181 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 198 ROU assets obtained in exchange for new operating lease liabilities 15,532 The table below includes the estimated future undiscounted cash flows for finance and operating leases as of September 30, 2019 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2019 (1) $ 540 $ 22,109 $ 22,649 2020 1,978 79,668 81,646 2021 1,407 51,891 53,298 2022 1,190 49,712 50,902 2023 1,159 48,670 49,829 2024 934 42,962 43,896 Thereafter 2,005 243,517 245,522 Total lease payments 9,213 538,529 547,742 Less amount representing interest (1,605 ) (163,500 ) (165,105 ) Present value of lease liabilities $ 7,608 $ 375,029 $ 382,637 _________________________________________________________ (1) Represents period from October 1, 2019 to December 31, 2019 . Additionally, the Company has $54.0 million and $1.2 million in future undiscounted cash flows for four operating leases and one finance lease that have not yet commenced, respectively. These leases are expected to commence when the lessor has made the equipment or location available to the Company to operate or begin construction, respectively. At December 31, 2018 , the estimated minimum lease payments for capital and operating leases with initial or remaining non-cancelable lease terms in excess of one year were as follows (in thousands): Capital leases Operating leases 2019 $ 2,723 $ 62,589 2020 2,264 62,132 2021 1,757 39,821 2022 1,512 38,402 2023 1,148 38,827 Thereafter 2,600 191,717 Total minimum rental payments $ 12,004 $ 433,488 Less amount representing interest (1,865 ) Present value of minimum rental payments $ 10,139 |
Leases | Leases We have cancelable and non-cancelable finance and operating lease obligations for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years or more. There are no material lease arrangements where we are the lessor. We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and ROU assets are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate in the calculation of present value unless the implicit rate can be readily determined. Certain leases include provisions for variable payments based upon percentage of sales and/or other operating metrics; escalation provisions to adjust rental payments to reflect changes in price indices and fair market rents; and provisions for the renewal, termination, and/or purchase of the leased asset. We only consider fixed payments and those options that are reasonably certain to be exercised in the determination of the lease term and the initial measurement of lease liabilities and ROU assets. Expense for operating lease payments is recognized as lease expense on a straight-line basis over the lease term. Expense for finance leases is recognized as amortization expense on a straight-line basis and interest expense on an effective rate basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We do not separate lease and nonlease components of a contract. There are no material residual value guarantees associated with any of our leases. The following table provides information on the amounts (in thousands, except lease term and discount rates) of our leased assets and liabilities as of September 30, 2019 and their placement within our condensed consolidated balance sheets: Lease type Balance Sheet Location September 30, 2019 Assets Finance Property, plant, and equipment $ 10,787 Finance Accumulated amortization (3,959 ) Finance Property and equipment, net $ 6,828 Operating Operating lease assets 373,269 Total leased assets $ 380,097 Liabilities Current Finance Other accrued liabilities $ 1,632 Operating Operating lease liabilities 54,476 Long-term Finance Finance lease liabilities 5,976 Operating Operating lease liabilities 320,553 Total lease liabilities $ 382,637 Weighted-average remaining lease term (in years) Finance 5.90 Operating 11.53 Weighted-average discount rate Finance 6.68 % Operating 7.71 % The following table summarizes the lease costs recognized on our condensed consolidated statements of operations (in thousands): Lease cost type Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Finance lease cost Amortization of finance lease assets $ 479 $ 1,380 Interest on lease liabilities 128 392 Operating lease cost 24,259 72,237 Variable lease cost 2,799 8,689 Short-term lease cost 1,067 1,483 Net lease cost $ 28,732 $ 84,181 The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Lease type Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,571 Operating cash flows from finance leases 559 Operating cash flows from operating leases 71,181 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 198 ROU assets obtained in exchange for new operating lease liabilities 15,532 The table below includes the estimated future undiscounted cash flows for finance and operating leases as of September 30, 2019 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2019 (1) $ 540 $ 22,109 $ 22,649 2020 1,978 79,668 81,646 2021 1,407 51,891 53,298 2022 1,190 49,712 50,902 2023 1,159 48,670 49,829 2024 934 42,962 43,896 Thereafter 2,005 243,517 245,522 Total lease payments 9,213 538,529 547,742 Less amount representing interest (1,605 ) (163,500 ) (165,105 ) Present value of lease liabilities $ 7,608 $ 375,029 $ 382,637 _________________________________________________________ (1) Represents period from October 1, 2019 to December 31, 2019 . Additionally, the Company has $54.0 million and $1.2 million in future undiscounted cash flows for four operating leases and one finance lease that have not yet commenced, respectively. These leases are expected to commence when the lessor has made the equipment or location available to the Company to operate or begin construction, respectively. At December 31, 2018 , the estimated minimum lease payments for capital and operating leases with initial or remaining non-cancelable lease terms in excess of one year were as follows (in thousands): Capital leases Operating leases 2019 $ 2,723 $ 62,589 2020 2,264 62,132 2021 1,757 39,821 2022 1,512 38,402 2023 1,148 38,827 Thereafter 2,600 191,717 Total minimum rental payments $ 12,004 $ 433,488 Less amount representing interest (1,865 ) Present value of minimum rental payments $ 10,139 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows. 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, with the arbitrator taking the matter under advisement thereafter. 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. On June 5, 2019, the NLRB approved the withdrawal of USW’s claim against PHR. Environmental Matters Like other petroleum refiners and exploration and production companies, our operations are subject to extensive and periodically-changing federal and state environmental regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time. Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. We intend to respond in a timely manner to all such communications and to take appropriate corrective action. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows. 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 U.S. Environmental Protection Agency (“EPA”) for 2018. Owing to the receipt of these small refinery exemptions, our net income (loss) for the three months ended September 30, 2019 includes $5.7 million of net 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 Hermes Consolidated LLC, and its wholly owned subsidiary, Wyoming Pipeline Company (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. As of September 30, 2019 , we have accrued $16.8 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 five years and the remainder to be 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 current 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 has declined 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 currently developing refinery-specific GHG regulations and performance standards that are expected to impose GHG emission limits and/or technology requirements. These control requirements may affect a wide range of refinery operations. Any such controls could result in material increased compliance costs, additional operating restrictions for our business, and an increase in the cost of the products we produce, which could have a material adverse effect on our financial condition, results of operations, or cash flows. On September 29, 2015, the EPA announced a final rule updating standards that control toxic air emissions from petroleum refineries, addressing, among other things, flaring operations, fenceline air quality monitoring, and additional emission reductions from storage tanks and delayed coking units. 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. In June of 2014, the Hawaii Department of Health (“DOH”) adopted regulations that 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). The Hawaii refinery’s capacity to materially reduce fuel use and GHG emissions is limited because most energy conservation measures have already been implemented over the past 20 years. The 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 independently with the state’s Renewable Portfolio Standards. The DOH’s GHG regulation allows, and the Hawaii refinery submitted, a GHG reduction plan, which includes an assessment of alternatives which demonstrates that additional reductions are not cost-effective or necessary because the State of Hawaii has already reached the 1990 levels according to a report prepared by the DOH in January 2019. Fuel Standards In 2007, the U.S. Congress passed the Energy Independence and Security Act of 2007 (the “EISA”) which, among other things, set a target fuel economy standard of 35 miles per gallon for the combined fleet of cars and light trucks in the U.S. by model year 2020 and contained an expanded Renewable Fuel Standard (the “RFS”). 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 RFS requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply, up to 36 billion gallons by 2022. In the near term, the RFS 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 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 these self-generated RINs for current or future RFS compliance or selling those RINs on the open market. The RFS 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 2019, the EPA approved year-round sales of E15. There are numerous issues, including state and federal regulatory issues, that need to be addressed before E15 can be marketed on a large scale for use in traditional gasoline engines; 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 was January 1, 2017, however, approved small volume refineries have until January 1, 2020 to meet the standard. The eastern location of our co-located Hawaii refinery was 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, and is currently compliant. 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 2018. 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 distillates 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 distillates 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, RFS, 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 previously-announced 2016 Hawaii refinery turnaround to undertake additional capital improvements to reduce emissions of air pollutants and to provide for certain nitrogen oxide and sulfur dioxide emission controls and monitoring required by the Consent Decree. 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 September 30, 2019 , Tesoro has reimbursed us for $12.2 million of our total capital expenditures incurred in connection with the Consent Decree. As of September 30, 2019 , all reimbursable capital expenditures incurred pursuant to the Consent Decree were collected. Net capital expenditures and reimbursements related to the Consent Decree for the nine months ended September 30, 2019 and 2018 are presented within Capital expenditures on our condensed consolidated statement of cash flows for the related periods. Indemnification In addition to its obligation to reimburse us for capital expenditures incurred pursuant to the Consent Decree, Tesoro agreed to indemnify us for claims and losses arising out of related breaches of Tesoro’s representations, warranties, and covenants in the Environmental Agreement, certain defined “corrective actions” relating to pre-existing environmental conditions, third-party claims arising under environmental laws for personal injury or property damage arising out of or relating to releases of hazardous materials that occurred prior to the date of the closing of the PHR acquisition, any fine, penalty, or other cost assessed by a governmental authority in connection with violations of environmental laws by PHR prior to the date of the closing of the PHR acquisition, certain groundwater remediation work, fines, or penalties imposed on PHR by the Consent Decree related to acts or omissions of Tesoro prior to the date of the closing of the PHR acquisition, and claims and losses related to the Pearl City Superfund Site. Tesoro’s indemnification obligations are subject to certain limitations as set forth in the Environmental Agreement. These limitations include a deductible of $1 million and a cap of $15 million for certain of Tesoro’s indemnification obligations related to certain pre-existing conditions, as well as certain restrictions regarding the time limits for submitting notice and supporting documentation for remediation actions. Recovery Trusts We emerged from the reorganization of Delta Petroleum Corporation (“Delta”) on August 31, 2012 (“Emergence Date”), when the plan of reorganization (“Plan”) was consummated. On the Emergence Date, we formed the Delta Petroleum General Recovery Trust (“General Trust”). The General Trust was formed to pursue certain litigation against third parties, including preference actions, fraudulent transfer and conveyance actions, rights of setoff and other claims, or causes of action under the U.S. Bankruptcy Code and other claims and potential claims that Delta and its subsidiaries (collectively, “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 September 30, 2019 , two related claims totaling approximately $22.4 million remained to be resolved 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 were settled at a ratio of 54.4 shares per $1,000 of claim. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Incentive Plans The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Par Pacific Holdings, Inc. 2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Restricted Stock Awards $ 789 $ 955 $ 2,589 $ 2,734 Restricted Stock Units 279 235 841 605 Stock Option Awards 380 506 1,103 1,460 During the three and nine months ended September 30, 2019 , we granted 11 thousand shares and 285 thousand shares of restricted stock and restricted stock units with a fair value of approximately $0.1 million and $4.5 million , respectively. As of September 30, 2019 , there were approximately $7.1 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 1.8 years . During the nine months ended September 30, 2019 , we granted 300 thousand stock option awards with a weighted-average exercise price of $17.00 per share and no grants were made for the three months ended September 30, 2019 . As of September 30, 2019 , there were approximately $3.1 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.8 years . During the nine months ended September 30, 2019 , we granted 48 thousand performance restricted stock units to executive officers and no performance restricted stock units were granted for the three months ended September 30, 2019 . These performance restricted stock units had a fair value of approximately $0.8 million and are subject to certain annual performance targets as defined by our Board of Directors. As of September 30, 2019 , there were approximately $1.1 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 1.9 years . |
Income (Loss) per Share
Income (Loss) per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Income (Loss) per Share | 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 during each of the three and nine months ended September 30, 2019 and September 30, 2018 . The common stock warrants are included in the calculation of basic income (loss) per share because they are issuable for minimal consideration. The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net income (loss) $ (83,891 ) $ (5,822 ) $ 5,370 $ 25,541 Less: Undistributed income allocated to participating securities (1) — — 59 361 Net income (loss) attributable to common stockholders (83,891 ) (5,822 ) 5,311 25,180 Plus: Net income effect of convertible securities — — — — Numerator for diluted income (loss) per common share $ (83,891 ) $ (5,822 ) $ 5,311 $ 25,180 Basic weighted-average common stock shares outstanding 50,942 45,709 49,973 45,676 Plus: dilutive effects of common stock equivalents (2) — — 98 45 Diluted weighted-average common stock shares outstanding 50,942 45,709 50,071 45,721 Basic income (loss) per common share $ (1.65 ) $ (0.13 ) $ 0.11 $ 0.55 Diluted income (loss) per common share $ (1.65 ) $ (0.13 ) $ 0.11 $ 0.55 ________________________________________________________ (1) Participating securities include restricted stock that has been issued but has not yet vested. (2) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per share for the three months ended September 30, 2019 and 2018. For the nine months ended September 30, 2019 , our calculation of diluted shares outstanding excluded 160 thousand shares of restricted stock and 1.8 million stock options. For the nine months ended September 30, 2018 , our calculation of diluted shares outstanding excluded 33 thousand shares of restricted stock and 1.3 million stock options. As discussed in Note 9—Debt , we have the option of settling the 5.00% Convertible Senior Notes in cash or shares of common stock, or any combination thereof, upon conversion. For the three and nine months ended September 30, 2019 and September 30, 2018 , diluted income (loss) per share was determined using the if-converted method. Our calculation of diluted shares outstanding for the three and nine months ended September 30, 2019 and the three and nine months ended September 30, 2018 excluded 4.4 million , 5.5 million , 6.4 million , and 6.4 million common stock equivalents, respectively, as the effect would be anti-dilutive. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future results of operations, and tax planning strategies in making this assessment. For the three and nine months ended September 30, 2019 , we recorded an income tax benefit of $2.4 million and $69.0 million , respectively, primarily due to the release of valuation allowance in connection with the recognition of deferred tax liabilities acquired as part of the Washington Acquisition . Management continues to conclude that we did not meet the “more likely than not” requirement in order to recognize deferred tax assets on the remaining amounts and a valuation allowance has been recorded for substantially all of our net deferred tax assets at September 30, 2019 . During the three and nine months ended September 30, 2019 and 2018 , no adjustments were recognized for uncertain tax positions. As of December 31, 2018 , we had 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. 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. If sufficient positive evidence of improving actual operating results becomes available, the amount of the deferred tax asset considered more likely than not to be recognized would be increased with a corresponding reduction in income tax expense in the period recorded. Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The states from which our refining, retail, and logistics revenues are derived are not the same states in which our NOLs were incurred; therefore, we expect to incur state tax liabilities in connection with our refining, retail, and logistics operations. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We report the results for the following four reportable segments: (i) Refining , (ii) Retail , (iii) Logistics , and (iv) Corporate and Other. Commencing January 11, 2019 , the results of operations of the Washington Acquisition are included in our refining and logistics segments. Summarized financial information concerning reportable segments consists of the following (in thousands): Three Months Ended September 30, 2019 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 1,336,951 $ 49,623 $ 122,234 $ (107,170 ) $ 1,401,638 Cost of revenues (excluding depreciation) 1,256,569 28,712 87,631 (107,157 ) 1,265,755 Operating expense (excluding depreciation) 63,041 2,553 17,643 — 83,237 Depreciation, depletion, and amortization 14,088 4,798 2,523 818 22,227 General and administrative expense (excluding depreciation) — — — 11,391 11,391 Acquisition and integration costs — — — 623 623 Operating Income (Loss) $ 3,253 $ 13,560 $ 14,437 $ (12,845 ) $ 18,405 Interest expense and financing costs, net (18,348 ) Other income, net 83 Change in value of common stock warrants (826 ) Equity losses from Laramie Energy, LLC (85,633 ) Loss before income taxes (86,319 ) Income tax benefit 2,428 Net loss $ (83,891 ) Capital expenditures $ 6,672 $ 14,759 $ 765 $ 486 $ 22,682 Three Months Ended September 30, 2018 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 850,591 $ 30,660 $ 124,970 $ (96,440 ) $ 909,781 Cost of revenues (excluding depreciation) 805,051 18,384 95,968 (96,618 ) 822,785 Operating expense (excluding depreciation) 36,766 1,663 16,476 — 54,905 Depreciation, depletion, and amortization 8,336 1,654 1,876 1,326 13,192 General and administrative expense (excluding depreciation) — — — 11,871 11,871 Acquisition and integration costs — — — 2,134 2,134 Operating income (loss) $ 438 $ 8,959 $ 10,650 $ (15,153 ) $ 4,894 Interest expense and financing costs, net (10,425 ) Other income, net 85 Change in value of common stock warrants (1,067 ) Equity earnings from Laramie Energy, LLC 1,050 Loss before income taxes (5,463 ) Income tax expense (359 ) Net loss $ (5,822 ) Capital expenditures $ 5,332 $ 4,501 $ 1,425 $ 1,283 $ 12,541 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $107.2 million and $96.4 million for the three months ended September 30, 2019 and 2018 , respectively. Nine Months Ended September 30, 2019 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 3,830,572 $ 144,978 $ 342,814 $ (315,982 ) $ 4,002,382 Cost of revenues (excluding depreciation) 3,563,503 82,000 248,751 (315,925 ) 3,578,329 Operating expense (excluding depreciation) 173,689 7,945 50,107 — 231,741 Depreciation, depletion, and amortization 42,579 12,683 7,429 2,412 65,103 General and administrative expense (excluding depreciation) — — — 34,435 34,435 Acquisition and integration costs — — — 4,325 4,325 Operating income (loss) $ 50,801 $ 42,350 $ 36,527 $ (41,229 ) $ 88,449 Interest expense and financing costs, net (57,336 ) Debt extinguishment and commitment costs (9,186 ) Other income, net 2,347 Change in value of common stock warrants (3,065 ) Equity losses from Laramie Energy, LLC (84,841 ) Loss before income taxes (63,632 ) Income tax benefit 69,002 Net income $ 5,370 Capital expenditures $ 25,555 $ 32,217 $ 5,042 $ 1,272 $ 64,086 Nine Months Ended September 30, 2018 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 2,391,262 $ 95,016 $ 323,253 $ (277,915 ) $ 2,531,616 Cost of revenues (excluding depreciation) 2,204,634 57,775 248,328 (278,129 ) 2,232,608 Operating expense (excluding depreciation) 108,862 5,870 44,239 4 158,975 Depreciation, depletion, and amortization 24,173 4,969 6,441 3,421 39,004 General and administrative expense (excluding depreciation) — — — 35,981 35,981 Acquisition and integration costs — — — 3,515 3,515 Operating income (loss) $ 53,593 $ 26,402 $ 24,245 $ (42,707 ) $ 61,533 Interest expense and financing costs, net (29,346 ) Other income, net 861 Change in value of common stock warrants (396 ) Change in value of contingent consideration (10,500 ) Equity earnings from Laramie Energy, LLC 4,274 Income before income taxes 26,426 Income tax expense (885 ) Net income $ 25,541 Capital expenditures $ 15,359 $ 9,050 $ 2,520 $ 3,269 $ 30,198 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $316.0 million and $277.3 million for the nine months ended September 30, 2019 and 2018 , respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Equity Group Investments (“EGI”) - Service Agreement On September 17, 2013 , we entered into a letter agreement (“Services Agreement”) with Equity Group Investments (“EGI”), an affiliate of Zell Credit Opportunities Fund, LP (“ZCOF”), which owns 10% or more of our common stock directly or through affiliates. Pursuant to the Services Agreement, EGI agreed to provide us with ongoing strategic, advisory, and consulting services that may include (i) advice on financing structures and our relationship with lenders and bankers, (ii) advice regarding public and private offerings of debt and equity securities, (iii) advice regarding asset dispositions, acquisitions, or other asset management strategies, (iv) advice regarding potential business acquisitions, dispositions, or combinations involving us or our affiliates, or (v) such other advice directly related or ancillary to the above strategic, advisory, and consulting services as may be reasonably requested by us. EGI does not receive a fee for the provision of the strategic, advisory, or consulting services set forth in the Services Agreement, but may be periodically reimbursed by us, upon request, for (i) travel and out-of-pocket expenses, provided that, in the event that such expenses exceed $50 thousand in the aggregate with respect to any single proposed matter, EGI will obtain our consent prior to incurring additional costs, and (ii) provided that we provide prior consent to their engagement with respect to any particular proposed matter, all reasonable fees and disbursements of counsel, accountants, and other professionals incurred in connection with EGI’s services under the Services Agreement. In consideration of the services provided by EGI under the Services Agreement, we agreed to indemnify EGI for certain losses relating to or arising out of the Services Agreement or the services provided thereunder. The Services Agreement has a term of one year and will be automatically extended for successive one -year periods unless terminated by either party at least 60 days prior to any extension date. There were no costs incurred related to this agreement during the three and nine months ended September 30, 2019 or 2018 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | The condensed consolidated financial statements include the accounts of Par and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our condensed consolidated financial statements for prior periods have been reclassified to conform with the current presentation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2018 was derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 . |
Use of Estimates | The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. Actual amounts could differ from these estimates. |
Restricted Cash | Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support letter of credit facilities and certain ongoing bankruptcy recovery trust claims. |
Inventories | Commodity inventories, excluding commodity inventories at the Washington refinery, are stated at the lower of cost or net realizable value using the first-in, first-out accounting method (“FIFO”). Commodity inventories at the Washington refinery are stated at the lower of cost or net realizable value using the last-in, first-out (“LIFO”) inventory accounting method. We value merchandise along with spare parts, materials, and supplies at average cost. Our LIFO reserve was $10.3 million as of September 30, 2019 . All of the crude oil utilized at the Hawaii refinery is financed by J. Aron & Company (“J. Aron”) under the Supply and Offtake Agreements as described in Note 8—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 we are obligated to repurchase the inventory. In connection with the consummation of the Washington Acquisition (as defined in Note 4—Acquisitions ), we became a party to an intermediation arrangement (the “ Washington Refinery Intermediation Agreement ”) with Merrill Lynch Commodities, Inc. (“ MLC ”) as described in Note 8—Inventory Financing Agreements . Under this arrangement, U.S. Oil (as defined in Note 4—Acquisitions ) purchases crude oil supplied from third-party suppliers and MLC provides credit support for certain crude oil purchases. MLC ’s credit support can consist of either providing a payment guaranty, causing the issuance of a letter of credit from a third party issuing bank, or purchasing crude oil directly from third-parties on our behalf. 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 . |
Cost of Revenues | Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our Renewable Identification Numbers (“RINs”) obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains (losses) on derivatives and inventory valuation adjustments. Certain direct operating expenses related to our logistics segment are also included in Cost of revenues (excluding depreciation). |
Operating Expenses | Operating expense (excluding depreciation) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, and environmental compliance costs as well as chemicals and catalysts and other direct operating expenses. |
Recent Accounting Pronouncements and Accounting Principles Adopted | There have been no developments to recent accounting pronouncements, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 . On January 1, 2019, we adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , as amended by other ASUs issued since February 2019 (“ASU 2016-02” or “ASC 842”), using the modified retrospective transition method. Under this optional transition method, information presented prior to January 1, 2019 has not been restated and continues to be reported under the accounting standards in effect for the period. There was no adjustment to our opening retained earnings as a result of the adoption of this ASU. ASU 2016-02 requires lessees to recognize a right-of-use asset (“ROU asset”) and lease liability on the balance sheet for all rights and obligations created by leases. The new standard provided a number of optional practical expedients. We have elected: • the package of practical expedients, permitting us to carryforward our conclusions regarding lease identification, classification, and initial direct costs for contracts that commenced prior to the effective date; • the practical expedient pertaining to land easements, allowing us to account for existing land easements under our previous accounting policy; • the short-term lease exemption, which states that leases that are 12 months or less are exempt from balance sheet reporting; and • the practical expedient that allows us to combine lease and non-lease components. ASC 842 had a material impact on our consolidated balance sheet; however, it did not materially impact our consolidated statement of operations or statement of cash flows. As a result of the adoption of ASC 842, we recorded ROU assets and lease liabilities related to operating leases of $347 million and $349 million , respectively. Our accounting for finance leases remained substantially unchanged. Additionally, we acquired operating lease assets and lease liabilities of $62 million in connection with the Washington Acquisition (as defined in Note 4—Acquisitions ). Please read Note 12—Leases for further disclosures and information. On January 1, 2019, we adopted ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ( “ ASU 2018-02”) and elected not 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 Financial Accounting Standards Board (“FASB”) ASC Topic 740, “Income Taxes.” The adoption of ASU 2018-02 did not have a material impact on our financial condition, results of operations, and cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Depreciation Expense Excluded From Each Line Item in Consolidated Statements of Operations | The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Cost of revenues $ 4,763 $ 1,620 $ 12,579 $ 4,866 Operating expense 13,630 7,155 40,212 20,560 General and administrative expense 797 1,297 2,341 3,345 |
Investment in Laramie Energy,_2
Investment in Laramie Energy, LLC (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The change in our equity investment in Laramie Energy is as follows (in thousands): Nine Months Ended September 30, 2019 Beginning balance $ 136,656 Equity losses from Laramie Energy (8,344 ) Accretion of basis difference 5,018 Impairment (81,515 ) Ending balance $ 51,815 |
Equity Method Investees Financial Information | Summarized financial information for Laramie Energy is as follows (in thousands): September 30, 2019 December 31, 2018 Current assets $ 16,704 $ 28,569 Non-current assets 763,583 788,515 Current liabilities 29,332 41,681 Non-current liabilities 286,623 293,084 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Natural gas and oil revenues $ 38,967 $ 58,557 $ 150,161 $ 151,988 Income (loss) from operations (10,028 ) 6,152 (4,490 ) 11,642 Net loss (12,586 ) (152 ) (18,139 ) (1,708 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 preliminary estimated fair value of the assets acquired and liabilities assumed is as follows (in thousands): Cash $ 16,146 Accounts receivable 34,954 Inventories 98,367 Prepaid and other assets 5,320 Property, plant, and equipment 412,766 Operating lease assets 62,337 Goodwill (1) 40,415 Total assets (2) 670,305 Obligations under inventory financing agreements (116,873 ) Accounts payable (55,444 ) Current operating lease obligations (21,571 ) Other current liabilities (18,411 ) Long-term operating lease obligations (40,766 ) Deferred tax liability (89,909 ) Other non-current liabilities (804 ) Total liabilities (343,778 ) Total $ 326,527 ______________________________________________ (1) We allocated $23.4 million and $17.0 million of goodwill to our refining and logistics segments, respectively. (2) We allocated $402.7 million and $267.6 million of total assets 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 Washington Acquisition had been completed on January 1, 2018 (in thousands except per share information): Nine Months Ended September 30, 2019 2018 Revenues $ 4,030,290 $ 3,515,536 Net income (loss) (72,544 ) 19,897 Income (loss) per share Basic $ (1.45 ) $ 0.41 Diluted $ (1.45 ) $ 0.41 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Three Months Ended September 30, 2019 Refining Logistics Retail Product or service: Gasoline $ 399,543 $ — $ 86,941 Distillates (1) 625,080 — 10,857 Other refined products (2) 311,724 — — Merchandise — — 24,098 Transportation and terminalling services — 49,623 — Other revenue 604 — 338 Total segment revenues (3) $ 1,336,951 $ 49,623 $ 122,234 Three Months Ended September 30, 2018 Refining Logistics Retail Product or service: Gasoline $ 260,392 $ — $ 89,358 Distillates (1) 466,148 — 11,282 Other refined products (2) 124,051 — — Merchandise — — 24,330 Transportation and terminalling services — 30,660 — Total segment revenues (3) $ 850,591 $ 30,660 $ 124,970 Nine Months Ended September 30, 2019 Refining Logistics Retail Product or service: Gasoline $ 1,060,095 $ — $ 242,952 Distillates (1) 1,827,879 — 30,413 Other refined products (2) 941,109 — — Merchandise — — 68,176 Transportation and terminalling services — 144,978 — Other revenue 1,489 — 1,273 Total segment revenues (3) $ 3,830,572 $ 144,978 $ 342,814 Nine Months Ended September 30, 2018 Refining Logistics Retail Product or service: Gasoline $ 755,523 $ — $ 232,314 Distillates (1) 1,318,645 — 29,403 Other refined products (2) 317,094 — — Merchandise — — 61,536 Transportation and terminalling services — 95,016 — Total segment revenues (3) $ 2,391,262 $ 95,016 $ 323,253 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, gas oil, asphalt, and naphtha. (3) Refer to Note 17—Segment Information |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories at September 30, 2019 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total Crude oil and feedstocks $ 192,807 $ 120,305 $ 313,112 Refined products and blendstock 132,795 164,627 297,422 Warehouse stock and other (2) 61,209 — 61,209 Total $ 386,811 $ 284,932 $ 671,743 Inventories at December 31, 2018 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total 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 ________________________________________________________ (1) Please read Note 8—Inventory Financing Agreements for further information. (2) Includes $17.1 million and $5.0 million of RINs and environmental credits as of September 30, 2019 and December 31, 2018 , respectively. |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | Prepaid and other current assets at September 30, 2019 and December 31, 2018 consisted of the following (in thousands): September 30, 2019 December 31, 2018 Collateral posted with broker for derivative instruments (1) $ 4,076 $ 2,759 Prepaid insurance — 7,727 Deferred financing costs 280 — Derivative assets 118 5,164 Other 6,021 12,720 Total $ 10,495 $ 28,370 _________________________________________________________ (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 10—Derivatives for further information. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The following table summarizes our outstanding debt (in thousands): September 30, 2019 December 31, 2018 5.00% Convertible Senior Notes due 2021 $ 79,895 $ 115,000 7.75% Senior Secured Notes due 2025 300,000 300,000 ABL Credit Facility — — Mid Pac Term Loan 1,441 1,466 Term Loan B 243,750 — Retail Property Term Loan 44,384 — Principal amount of long-term debt 669,470 416,466 Less: unamortized discount and deferred financing costs (27,049 ) (23,826 ) Total debt, net of unamortized discount and deferred financing costs 642,421 392,640 Less: current maturities (12,292 ) (33 ) Long-term debt, net of current maturities $ 630,129 $ 392,607 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | At September 30, 2019 , our open commodity derivative contracts represented (in thousands of barrels): Contract type Purchases Sales Net Futures 1,980 (1,116 ) 864 Swaps 138 (138 ) — Total 2,118 (1,254 ) 864 |
Fair Value Amounts of Derivatives and Placement in Consolidated Balance Sheets | The following table provides information on the fair value amounts (in thousands) of these derivatives as of September 30, 2019 and December 31, 2018 and their placement within our condensed consolidated balance sheets. Balance Sheet Location September 30, 2019 December 31, 2018 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 118 $ 4,973 Commodity derivatives Other accrued liabilities (110 ) (700 ) J. Aron repurchase obligation derivative Obligations under inventory financing agreements (2,473 ) 4,085 MLC repurchase obligation derivative Obligations under inventory financing agreements 4,340 — Interest rate derivatives Prepaid and other current assets — 191 Interest rate derivatives Other accrued liabilities (315 ) — Interest rate derivatives Other liabilities (1,557 ) — _________________________________________________________ (1) Does not include cash collateral of $4.1 million and $2.7 million recorded in Prepaid and other current assets and $9.5 million and $8.3 million in Other long-term assets as of September 30, 2019 and December 31, 2018 , respectively. |
Pre-Tax Gain (Loss) Recognized in the Statement of Operations | The following table summarizes the pre-tax gains (losses) recognized on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Statement of Operations Location 2019 2018 2019 2018 Commodity derivatives Cost of revenues (excluding depreciation) $ (4,836 ) $ (2,842 ) $ (8,095 ) $ 843 J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) (2,638 ) (4,330 ) (6,558 ) 10,812 MLC repurchase obligation derivative Cost of revenues (excluding depreciation) 4,656 — 1,317 — Interest rate derivatives Interest expense and financing costs, net (415 ) (21 ) (1,885 ) 1,277 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Amounts by Hierarchy Level | Fair value amounts by hierarchy level as of September 30, 2019 and December 31, 2018 are presented gross in the tables below (in thousands): September 30, 2019 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 2,000 $ 813 $ — $ 2,813 $ (2,695 ) $ 118 Liabilities Common stock warrants $ — $ — $ (8,072 ) $ (8,072 ) $ — $ (8,072 ) Commodity derivatives (1,946 ) (859 ) — (2,805 ) 2,695 (110 ) J. Aron repurchase obligation derivative — — (2,473 ) (2,473 ) — (2,473 ) MLC repurchase obligation derivative — — 4,340 4,340 — 4,340 Interest rate derivatives — (1,872 ) — (1,872 ) — (1,872 ) Total $ (1,946 ) $ (2,731 ) $ (6,205 ) $ (10,882 ) $ 2,695 $ (8,187 ) 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 ) _________________________________________________________ (1) Does not include cash collateral of $13.6 million and $10.9 million as of September 30, 2019 and December 31, 2018 , respectively, included within Prepaid and other current assets and Other long-term assets on our condensed consolidated balance sheets. |
Roll Forward of Level 3 Financial Instruments Measured at Fair Value on a Recurring Basis | A roll forward of Level 3 financial instruments measured at fair value on a recurring basis is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Balance, at beginning of period $ (12,720 ) $ (10,559 ) $ (922 ) $ (26,372 ) Settlements 3,777 — (4,121 ) — Acquired 6,201 — 3,900 — Total unrealized income (loss) included in earnings (3,463 ) (5,397 ) (5,062 ) 10,416 Balance, at end of period $ (6,205 ) $ (15,956 ) $ (6,205 ) $ (15,956 ) |
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 September 30, 2019 and December 31, 2018 are as follows (in thousands): September 30, 2019 Carrying Value Fair Value 5.00% Convertible Senior Notes due 2021 (1) (3) $ 72,560 $ 109,643 7.75% Senior Secured Notes due 2025 (1) 291,700 299,250 Mid Pac Term Loan (2) 1,441 1,441 Term Loan B Facility (1) 233,171 243,750 Retail Property Term Loan (2) 43,549 43,549 Common stock warrants (2) 8,072 8,072 December 31, 2018 Carrying Value Fair Value 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 _________________________________________________________ (1) The fair value measurements of the 5.00% Convertible Senior Notes , 7.75% Senior Secured Notes , and Term Loan B Facility are considered Level 2 measurements as discussed below. (2) The fair value measurements of the common stock warrants, Mid Pac Term Loan , and Retail Property Term Loan are considered Level 3 measurements 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. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee | The following table provides information on the amounts (in thousands, except lease term and discount rates) of our leased assets and liabilities as of September 30, 2019 and their placement within our condensed consolidated balance sheets: Lease type Balance Sheet Location September 30, 2019 Assets Finance Property, plant, and equipment $ 10,787 Finance Accumulated amortization (3,959 ) Finance Property and equipment, net $ 6,828 Operating Operating lease assets 373,269 Total leased assets $ 380,097 Liabilities Current Finance Other accrued liabilities $ 1,632 Operating Operating lease liabilities 54,476 Long-term Finance Finance lease liabilities 5,976 Operating Operating lease liabilities 320,553 Total lease liabilities $ 382,637 Weighted-average remaining lease term (in years) Finance 5.90 Operating 11.53 Weighted-average discount rate Finance 6.68 % Operating 7.71 % |
Lease, Cost | The following table summarizes the lease costs recognized on our condensed consolidated statements of operations (in thousands): Lease cost type Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Finance lease cost Amortization of finance lease assets $ 479 $ 1,380 Interest on lease liabilities 128 392 Operating lease cost 24,259 72,237 Variable lease cost 2,799 8,689 Short-term lease cost 1,067 1,483 Net lease cost $ 28,732 $ 84,181 The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Lease type Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,571 Operating cash flows from finance leases 559 Operating cash flows from operating leases 71,181 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 198 ROU assets obtained in exchange for new operating lease liabilities 15,532 |
Lessee, Operating Lease, Liability, Maturity | The table below includes the estimated future undiscounted cash flows for finance and operating leases as of September 30, 2019 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2019 (1) $ 540 $ 22,109 $ 22,649 2020 1,978 79,668 81,646 2021 1,407 51,891 53,298 2022 1,190 49,712 50,902 2023 1,159 48,670 49,829 2024 934 42,962 43,896 Thereafter 2,005 243,517 245,522 Total lease payments 9,213 538,529 547,742 Less amount representing interest (1,605 ) (163,500 ) (165,105 ) Present value of lease liabilities $ 7,608 $ 375,029 $ 382,637 _________________________________________________________ (1) Represents period from October 1, 2019 to December 31, 2019 . |
Finance Lease, Liability, Maturity | The table below includes the estimated future undiscounted cash flows for finance and operating leases as of September 30, 2019 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2019 (1) $ 540 $ 22,109 $ 22,649 2020 1,978 79,668 81,646 2021 1,407 51,891 53,298 2022 1,190 49,712 50,902 2023 1,159 48,670 49,829 2024 934 42,962 43,896 Thereafter 2,005 243,517 245,522 Total lease payments 9,213 538,529 547,742 Less amount representing interest (1,605 ) (163,500 ) (165,105 ) Present value of lease liabilities $ 7,608 $ 375,029 $ 382,637 _________________________________________________________ (1) Represents period from October 1, 2019 to December 31, 2019 . |
Schedule of Future Minimum Lease Payments for Capital Leases | At December 31, 2018 , the estimated minimum lease payments for capital and operating leases with initial or remaining non-cancelable lease terms in excess of one year were as follows (in thousands): Capital leases Operating leases 2019 $ 2,723 $ 62,589 2020 2,264 62,132 2021 1,757 39,821 2022 1,512 38,402 2023 1,148 38,827 Thereafter 2,600 191,717 Total minimum rental payments $ 12,004 $ 433,488 Less amount representing interest (1,865 ) Present value of minimum rental payments $ 10,139 |
Schedule of Future Minimum Rental Payments for Operating Leases | At December 31, 2018 , the estimated minimum lease payments for capital and operating leases with initial or remaining non-cancelable lease terms in excess of one year were as follows (in thousands): Capital leases Operating leases 2019 $ 2,723 $ 62,589 2020 2,264 62,132 2021 1,757 39,821 2022 1,512 38,402 2023 1,148 38,827 Thereafter 2,600 191,717 Total minimum rental payments $ 12,004 $ 433,488 Less amount representing interest (1,865 ) Present value of minimum rental payments $ 10,139 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Compensation Costs Recognized | The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Par Pacific Holdings, Inc. 2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Restricted Stock Awards $ 789 $ 955 $ 2,589 $ 2,734 Restricted Stock Units 279 235 841 605 Stock Option Awards 380 506 1,103 1,460 |
Income (Loss) per Share (Tables
Income (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Income (Loss) Per Share | The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net income (loss) $ (83,891 ) $ (5,822 ) $ 5,370 $ 25,541 Less: Undistributed income allocated to participating securities (1) — — 59 361 Net income (loss) attributable to common stockholders (83,891 ) (5,822 ) 5,311 25,180 Plus: Net income effect of convertible securities — — — — Numerator for diluted income (loss) per common share $ (83,891 ) $ (5,822 ) $ 5,311 $ 25,180 Basic weighted-average common stock shares outstanding 50,942 45,709 49,973 45,676 Plus: dilutive effects of common stock equivalents (2) — — 98 45 Diluted weighted-average common stock shares outstanding 50,942 45,709 50,071 45,721 Basic income (loss) per common share $ (1.65 ) $ (0.13 ) $ 0.11 $ 0.55 Diluted income (loss) per common share $ (1.65 ) $ (0.13 ) $ 0.11 $ 0.55 ________________________________________________________ (1) Participating securities include restricted stock that has been issued but has not yet vested. (2) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per share for the three months ended September 30, 2019 and 2018. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Summarized Financial Information | Summarized financial information concerning reportable segments consists of the following (in thousands): Three Months Ended September 30, 2019 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 1,336,951 $ 49,623 $ 122,234 $ (107,170 ) $ 1,401,638 Cost of revenues (excluding depreciation) 1,256,569 28,712 87,631 (107,157 ) 1,265,755 Operating expense (excluding depreciation) 63,041 2,553 17,643 — 83,237 Depreciation, depletion, and amortization 14,088 4,798 2,523 818 22,227 General and administrative expense (excluding depreciation) — — — 11,391 11,391 Acquisition and integration costs — — — 623 623 Operating Income (Loss) $ 3,253 $ 13,560 $ 14,437 $ (12,845 ) $ 18,405 Interest expense and financing costs, net (18,348 ) Other income, net 83 Change in value of common stock warrants (826 ) Equity losses from Laramie Energy, LLC (85,633 ) Loss before income taxes (86,319 ) Income tax benefit 2,428 Net loss $ (83,891 ) Capital expenditures $ 6,672 $ 14,759 $ 765 $ 486 $ 22,682 Three Months Ended September 30, 2018 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 850,591 $ 30,660 $ 124,970 $ (96,440 ) $ 909,781 Cost of revenues (excluding depreciation) 805,051 18,384 95,968 (96,618 ) 822,785 Operating expense (excluding depreciation) 36,766 1,663 16,476 — 54,905 Depreciation, depletion, and amortization 8,336 1,654 1,876 1,326 13,192 General and administrative expense (excluding depreciation) — — — 11,871 11,871 Acquisition and integration costs — — — 2,134 2,134 Operating income (loss) $ 438 $ 8,959 $ 10,650 $ (15,153 ) $ 4,894 Interest expense and financing costs, net (10,425 ) Other income, net 85 Change in value of common stock warrants (1,067 ) Equity earnings from Laramie Energy, LLC 1,050 Loss before income taxes (5,463 ) Income tax expense (359 ) Net loss $ (5,822 ) Capital expenditures $ 5,332 $ 4,501 $ 1,425 $ 1,283 $ 12,541 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $107.2 million and $96.4 million for the three months ended September 30, 2019 and 2018 , respectively. Nine Months Ended September 30, 2019 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 3,830,572 $ 144,978 $ 342,814 $ (315,982 ) $ 4,002,382 Cost of revenues (excluding depreciation) 3,563,503 82,000 248,751 (315,925 ) 3,578,329 Operating expense (excluding depreciation) 173,689 7,945 50,107 — 231,741 Depreciation, depletion, and amortization 42,579 12,683 7,429 2,412 65,103 General and administrative expense (excluding depreciation) — — — 34,435 34,435 Acquisition and integration costs — — — 4,325 4,325 Operating income (loss) $ 50,801 $ 42,350 $ 36,527 $ (41,229 ) $ 88,449 Interest expense and financing costs, net (57,336 ) Debt extinguishment and commitment costs (9,186 ) Other income, net 2,347 Change in value of common stock warrants (3,065 ) Equity losses from Laramie Energy, LLC (84,841 ) Loss before income taxes (63,632 ) Income tax benefit 69,002 Net income $ 5,370 Capital expenditures $ 25,555 $ 32,217 $ 5,042 $ 1,272 $ 64,086 Nine Months Ended September 30, 2018 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 2,391,262 $ 95,016 $ 323,253 $ (277,915 ) $ 2,531,616 Cost of revenues (excluding depreciation) 2,204,634 57,775 248,328 (278,129 ) 2,232,608 Operating expense (excluding depreciation) 108,862 5,870 44,239 4 158,975 Depreciation, depletion, and amortization 24,173 4,969 6,441 3,421 39,004 General and administrative expense (excluding depreciation) — — — 35,981 35,981 Acquisition and integration costs — — — 3,515 3,515 Operating income (loss) $ 53,593 $ 26,402 $ 24,245 $ (42,707 ) $ 61,533 Interest expense and financing costs, net (29,346 ) Other income, net 861 Change in value of common stock warrants (396 ) Change in value of contingent consideration (10,500 ) Equity earnings from Laramie Energy, LLC 4,274 Income before income taxes 26,426 Income tax expense (885 ) Net income $ 25,541 Capital expenditures $ 15,359 $ 9,050 $ 2,520 $ 3,269 $ 30,198 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $316.0 million and $277.3 million for the nine months ended September 30, 2019 and 2018 , respectively. |
Overview (Detail)
Overview (Detail) barrel / d in Thousands | 9 Months Ended |
Sep. 30, 2019barrel / dsegmentgasoline_store_facilityrefinery | |
Schedule of Equity Method Investments [Line Items] | |
Operating segments | segment | 3 |
Number of owned and operated refineries | refinery | 3 |
Oil and gas refinery capacity | barrel / d | 200 |
Number of retail gasoline, convenience stores, rebranded | 26 |
Number of retail gasoline, convenience store facilities | 34 |
Laramie Energy Company | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest in Laramie Energy, LLC | 46.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Cost of revenues | $ 4,763 | $ 1,620 | $ 12,579 | $ 4,866 |
Operating expense | 13,630 | 7,155 | 40,212 | 20,560 |
General and administrative expense | $ 797 | $ 1,297 | $ 2,341 | $ 3,345 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 11, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
LIFO reserve | $ 10,300 | ||
Operating lease assets | 373,269 | ||
Operating lease, liability | $ 375,029 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease assets | $ 347,000 | ||
Operating lease, liability | $ 349,000 | ||
Washington Acquisition | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease assets | $ 62,000 |
Investment in Laramie Energy,_3
Investment in Laramie Energy, LLC - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||||
Depreciation, depletion, and amortization | $ 22,227,000 | $ 13,192,000 | $ 65,103,000 | $ 39,004,000 | |
Unrealized gain (loss) on derivative contracts | $ (6,328,000) | (8,105,000) | |||
Laramie Energy Company | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest in Laramie Energy, LLC | 46.00% | 46.00% | |||
Fair value of investment | $ 51,815,000 | $ 51,815,000 | $ 136,656,000 | ||
Investment in Laramie Energy, LLC | 133,300,000 | 133,300,000 | |||
Impairment of equity method investment | 81,500,000 | 81,515,000 | |||
Depreciation, depletion, and amortization | 20,700,000 | 20,700,000 | 63,100,000 | 52,700,000 | |
Unrealized gain (loss) on derivative contracts | (4,300,000) | $ (3,200,000) | 6,800,000 | $ (6,700,000) | |
Amount of equity in underlying assets exceeding carrying value by | 161,800,000 | 161,800,000 | $ 85,200,000 | ||
Revolving Credit Facility | Laramie Energy Company | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Credit facility, maximum borrowing amount | 400,000,000 | 400,000,000 | |||
Asset borrowing base | 240,000,000 | 240,000,000 | |||
Balance outstanding on the revolving credit facility | $ 204,700,000 | $ 204,700,000 |
Investment in Laramie Energy,_4
Investment in Laramie Energy, LLC - Change in Equity Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||||
Equity losses from Laramie Energy | $ (85,633) | $ 1,050 | $ (84,841) | $ 4,274 |
Laramie Energy Company | ||||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||||
Beginning balance | 136,656 | |||
Equity losses from Laramie Energy | (8,344) | |||
Accretion of basis difference | 5,018 | |||
Impairment | (81,500) | (81,515) | ||
Ending balance | $ 51,815 | $ 51,815 |
Investment in Laramie Energy,_5
Investment in Laramie Energy, LLC - Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
ASSETS | |||||||||
Current assets | $ 1,027,786 | $ 1,027,786 | $ 586,592 | ||||||
Current liabilities | 1,051,596 | 1,051,596 | 507,201 | ||||||
REVENUE | |||||||||
Income (loss) from operations | 18,405 | $ 4,894 | 88,449 | $ 61,533 | |||||
Net income | (83,891) | $ 28,169 | $ 61,092 | (5,822) | $ 16,178 | $ 15,185 | 5,370 | 25,541 | |
Laramie Energy Company | |||||||||
ASSETS | |||||||||
Current assets | 16,704 | 16,704 | 28,569 | ||||||
Non-current assets | 763,583 | 763,583 | 788,515 | ||||||
Current liabilities | 29,332 | 29,332 | 41,681 | ||||||
Non-current liabilities | 286,623 | 286,623 | $ 293,084 | ||||||
REVENUE | |||||||||
Natural gas and oil revenues | 38,967 | 58,557 | 150,161 | 151,988 | |||||
Income (loss) from operations | (10,028) | 6,152 | (4,490) | 11,642 | |||||
Net income | $ (12,586) | $ (152) | $ (18,139) | $ (1,708) |
Acquisitions - Washington Acqui
Acquisitions - Washington Acquisition (Details) mbpd in Thousands, barrel / d in Thousands, shares in Millions, bbl in Millions | Jan. 11, 2019USD ($)mbpdsharesbbl | Jan. 31, 2019USD ($) | Sep. 30, 2019USD ($)barrel / d | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)barrel / d | Sep. 30, 2018USD ($) | Jan. 09, 2019USD ($) |
Business Acquisition [Line Items] | ||||||||
Oil and gas refinery capacity | barrel / d | 200 | 200 | ||||||
Issuance of common stock for business combination | $ 37,000,000 | $ 36,980,000 | ||||||
Acquisition and integration costs | $ 623,000 | $ 2,134,000 | $ 4,325,000 | $ 3,515,000 | ||||
Income tax expense (benefit) | (2,428,000) | $ 359,000 | (69,002,000) | $ 885,000 | ||||
Term Loan | Term Loan B Facility | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt instrument, face amount | 250,000,000 | |||||||
Term Loan | Par Pacific Term Loan | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt instrument, face amount | $ 45,000,000 | |||||||
Washington Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred, gross | $ 358,000,000 | |||||||
Oil and gas refinery capacity | mbpd | 42 | |||||||
Oil and gas storage capacity | bbl | 2.9 | |||||||
Consideration transferred | $ 326,500,000 | |||||||
Cash consideration transferred | $ 289,500,000 | |||||||
Common stock offering, net of issuance costs (in shares) | shares | 2.4 | |||||||
Acquisition and integration costs | $ 5,400,000 | 2,200,000 | ||||||
Adjustment, property, plant, and equipment | 2,100,000 | |||||||
Adjustment, deferred tax liability | 5,900,000 | |||||||
Adjustment, working capital adjustment | (1,900,000) | |||||||
Goodwill, purchase accounting adjustments | (6,100,000) | |||||||
Revenue | 300,000,000 | 855,600,000 | ||||||
Earnings (loss) of acquiree since acquisition date, actual | $ 29,400,000 | 49,500,000 | ||||||
Income tax expense (benefit) | $ (67,000,000) |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 11, 2019 | Dec. 31, 2018 | Mar. 23, 2018 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment [Abstract] | ||||
Goodwill | $ 193,812 | $ 153,397 | ||
Washington Acquisition | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment [Abstract] | ||||
Cash | $ 16,146 | |||
Accounts receivable | 34,954 | |||
Inventories | 98,367 | |||
Prepaid and other assets | 5,320 | |||
Property, plant, and equipment | 412,766 | |||
Operating lease assets | 62,337 | |||
Goodwill | 40,415 | |||
Total assets | 670,305 | |||
Obligations under inventory financing agreements | (116,873) | |||
Accounts payable and other current liabilities | (55,444) | |||
Current operating lease obligations | (21,571) | |||
Other current liabilities | (18,411) | |||
Long-term operating lease obligations | (40,766) | |||
Deferred tax liability | (89,909) | |||
Other non-current liabilities | (804) | |||
Total liabilities | (343,778) | |||
Total | 326,527 | |||
Washington Acquisition | Refining | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment [Abstract] | ||||
Goodwill | 23,400 | |||
Total assets | 402,700 | |||
Washington Acquisition | Logistics | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment [Abstract] | ||||
Goodwill | 17,000 | |||
Total assets | $ 267,600 | |||
Northwest Retail Acquisition | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment [Abstract] | ||||
Cash | $ 200 | |||
Inventories | 4,138 | |||
Prepaid and other assets | 243 | |||
Property, plant, and equipment | 30,230 | |||
Goodwill | 46,210 | |||
Accounts payable and other current liabilities | (759) | |||
Long-term capital lease obligations | (5,244) | |||
Other non-current liabilities | (487) | |||
Total | 74,531 | |||
Northwest Retail Acquisition | Retail | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment [Abstract] | ||||
Goodwill | $ 46,200 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Washington Acquisition - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenues | $ 4,030,290 | $ 3,515,536 |
Net income (loss) | $ (72,544) | $ 19,897 |
Pro forma earnings per share, basic (in dollars per share) | $ (1.45) | $ 0.41 |
Pro forma earnings per share, diluted (in dollars per share) | $ (1.45) | $ 0.41 |
Acquisitions - Hawaii Refinery
Acquisitions - Hawaii Refinery Expansion (Details) - USD ($) shares in Thousands, $ in Thousands | Jan. 11, 2019 | Dec. 19, 2018 | Mar. 31, 2019 |
Business Acquisition [Line Items] | |||
Issuance of common stock for business combination | $ 37,000 | $ 36,980 | |
Hawaii Refinery Expansion - Asset Acquisition | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 66,900 | ||
Consideration transferred, working capital adjustments | 4,300 | ||
Payments for asset acquisitions | 47,600 | ||
Issuance of common stock for business combination | 19,300 | ||
Property, plant and equipment, additions | 45,200 | ||
Asset acquisition, non-hydrocarbon inventory | 4,300 | ||
Asset acquisition, hydrocarbon inventory | $ 17,400 | ||
Common Stock | |||
Business Acquisition [Line Items] | |||
Common stock offering, net of issuance costs (in shares) | 2,364 | ||
Issuance of common stock for business combination | $ 23 | ||
Common Stock | Hawaii Refinery Expansion - Asset Acquisition | |||
Business Acquisition [Line Items] | |||
Common stock offering, net of issuance costs (in shares) | 1,100 |
Acquisitions - Northwest Retail
Acquisitions - Northwest Retail Acquisition (Details) | Mar. 23, 2018USD ($)gasoline_store_facility | Sep. 30, 2019USD ($)gasoline_store_facility | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)gasoline_store_facility | Sep. 30, 2018USD ($) |
Business Acquisition [Line Items] | |||||
Number of retail gasoline, convenience store facilities | gasoline_store_facility | 34 | 34 | |||
Acquisition related costs | $ | $ 623,000 | $ 2,134,000 | $ 4,325,000 | $ 3,515,000 | |
Northwest Retail Acquisition | |||||
Business Acquisition [Line Items] | |||||
Number of retail gasoline, convenience store facilities | gasoline_store_facility | 21 | ||||
Number of leased retail gasoline, convenience store facilities | gasoline_store_facility | 12 | ||||
Cash consideration transferred | $ | $ 74,500,000 | ||||
Acquisition related costs | $ | $ 0 | $ 600,000 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Contract receivable | $ 223,000 | $ 148,400 |
Deferred revenue | $ 7,321 | $ 6,681 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,401,638 | $ 909,781 | $ 4,002,382 | $ 2,531,616 |
Refining | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,336,951 | 850,591 | 3,830,572 | 2,391,262 |
Refining | Gasoline | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 399,543 | 260,392 | 1,060,095 | 755,523 |
Refining | Distillates | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 625,080 | 466,148 | 1,827,879 | 1,318,645 |
Refining | Other Refined Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 311,724 | 124,051 | 941,109 | 317,094 |
Refining | Merchandise | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Refining | Transportation and Terminalling Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Refining | Other Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 604 | 1,489 | ||
Logistics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 49,623 | 30,660 | 144,978 | 95,016 |
Logistics | Gasoline | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Logistics | Distillates | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Logistics | Other Refined Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Logistics | Merchandise | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Logistics | Transportation and Terminalling Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 49,623 | 30,660 | 144,978 | 95,016 |
Logistics | Other Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 122,234 | 124,970 | 342,814 | 323,253 |
Retail | Gasoline | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 86,941 | 89,358 | 242,952 | 232,314 |
Retail | Distillates | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 10,857 | 11,282 | 30,413 | 29,403 |
Retail | Other Refined Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Retail | Merchandise | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 24,098 | 24,330 | 68,176 | 61,536 |
Retail | Transportation and Terminalling Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | $ 0 | 0 | $ 0 |
Retail | Other Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 338 | $ 1,273 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Crude oil and feedstocks | $ 313,112 | $ 124,877 |
Refined products and blendstock | 297,422 | 162,576 |
Warehouse stock and other | 61,209 | 34,612 |
Total | 671,743 | 322,065 |
Reserves for the lower of cost or market value of inventory | 6,200 | 3,800 |
LIFO reserve | 10,300 | |
Titled Inventory | ||
Inventory [Line Items] | ||
Crude oil and feedstocks | 192,807 | 7,000 |
Refined products and blendstock | 132,795 | 62,401 |
Warehouse stock and other | 61,209 | 34,612 |
Total | 386,811 | 104,013 |
Supply and Offtake Agreements | ||
Inventory [Line Items] | ||
Crude oil and feedstocks | 120,305 | 117,877 |
Refined products and blendstock | 164,627 | 100,175 |
Warehouse stock and other | 0 | 0 |
Total | 284,932 | 218,052 |
Renewable Identification Numbers “RINs” | ||
Inventory [Line Items] | ||
Warehouse stock and other | $ 17,100 | $ 5,000 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Collateral posted with broker for derivative instruments | $ 4,076 | $ 2,759 |
Prepaid insurance | 0 | 7,727 |
Deferred financing costs | 280 | 0 |
Derivative assets | 118 | 5,164 |
Other | 6,021 | 12,720 |
Total | $ 10,495 | $ 28,370 |
Inventory Financing Agreements
Inventory Financing Agreements - Supply and Offtake Agreements (Details) | Dec. 05, 2018USD ($)mbpd | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Jun. 01, 2018USD ($) | Dec. 01, 2016USD ($)installment | Jun. 01, 2015USD ($) |
Supply Commitment [Line Items] | |||||||||
Supply and exchange agreement expenses | $ 18,348,000 | $ 10,425,000 | $ 57,336,000 | $ 29,346,000 | |||||
Supply and Offtake Agreements | |||||||||
Supply Commitment [Line Items] | |||||||||
Agreement extension term | 1 year | ||||||||
Deferred payment arrangement, aggregate marginal increase | $ 2,500,000 | ||||||||
Barrels of crude per day provided (up to) | mbpd | 150 | ||||||||
Supply and exchange agreement expenses | 1,300,000 | 1,300,000 | $ 4,300,000 | 3,300,000 | |||||
Amount of deferred payment arrangement | $ 165,000,000 | ||||||||
Percentage of receivables and inventory for deferred payment arrangement | 85.00% | ||||||||
Deferral arrangement fee | $ 1,300,000 | ||||||||
Capacity of deferred payment arrangement | 101,000,000 | 101,000,000 | $ 77,400,000 | ||||||
Outstanding amount of deferred payment arrangement | 94,800,000 | 94,800,000 | 68,400,000 | ||||||
Number of fee agreement payments | installment | 18 | ||||||||
Fee agreement receivable (payable) | (100,000) | (100,000) | $ 2,500,000 | $ 2,200,000 | $ 14,600,000 | ||||
Supply and Offtake Agreements | London Interbank Offered Rate (LIBOR) | |||||||||
Supply Commitment [Line Items] | |||||||||
Margin on LIBOR rate | 3.50% | ||||||||
Deferred payment availability fee | 0.75% | ||||||||
Supply and Offtake Agreements | Inventory Intermediation | |||||||||
Supply Commitment [Line Items] | |||||||||
Handling fees | $ 9,100,000 | $ 5,000,000 | $ 24,700,000 | $ 15,800,000 |
Inventory Financing Agreement_2
Inventory Financing Agreements - Washington Refinery Intermediation Agreement (Details) - USD ($) | Nov. 01, 2019 | Jan. 11, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Supply Commitment [Line Items] | ||||||
Supply and exchange agreement expenses | $ 18,348,000 | $ 10,425,000 | $ 57,336,000 | $ 29,346,000 | ||
Washington Refinery Intermediation Agreement | ||||||
Supply Commitment [Line Items] | ||||||
Percentage of receivables and inventory for deferred payment arrangement | 95.00% | |||||
Amount of deferred payment arrangement | $ 90,000,000 | |||||
Unused capacity, commitment fee percentage | 1.50% | |||||
Outstanding receivable advance balance | 50,900,000 | 50,900,000 | ||||
Supply and exchange agreement expenses | 2,000,000 | 4,800,000 | ||||
Washington Refinery Intermediation Agreement | Inventory Intermediation | ||||||
Supply Commitment [Line Items] | ||||||
Handling fees | 900,000 | 2,700,000 | ||||
Washington Refinery Intermediation Agreement | Letter of Credit | ||||||
Supply Commitment [Line Items] | ||||||
Balance outstanding on the credit facility | $ 72,200,000 | $ 72,200,000 | ||||
London Interbank Offered Rate (LIBOR) | Washington Refinery Intermediation Agreement | ||||||
Supply Commitment [Line Items] | ||||||
Margin on LIBOR rate | 3.25% | |||||
Subsequent Event | Washington Refinery Intermediation Agreement | ||||||
Supply Commitment [Line Items] | ||||||
Unused capacity, commitment fee percentage | 0.75% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 21, 2017 |
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 669,470,000 | $ 416,466,000 | |
Less: unamortized discount and deferred financing costs | (27,049,000) | (23,826,000) | |
Total debt, net of unamortized discount and deferred financing costs | 642,421,000 | 392,640,000 | |
Less: current maturities | (12,292,000) | (33,000) | |
Long-term debt, net of current maturities | $ 630,129,000 | 392,607,000 | |
5.00% Convertible Senior Notes due 2021 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.00% | ||
7.75% Senior Secured Note due 2025 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 7.75% | ||
Convertible Debt | 5.00% Convertible Senior Notes due 2021 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.00% | ||
Principal amount of long-term debt | $ 79,895,000 | 115,000,000 | |
Less: unamortized discount and deferred financing costs | $ (7,300,000) | ||
Senior Notes | 7.75% Senior Secured Note due 2025 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 7.75% | 7.75% | |
Principal amount of long-term debt | $ 300,000,000 | 300,000,000 | $ 300,000,000 |
Term Loan | Mid Pac Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | 1,441,000 | 1,466,000 | |
Term Loan | Term Loan B Facility | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | 243,750,000 | 0 | |
Term Loan | Retail Property Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | 44,384,000 | 0 | |
Revolving Credit Facility | ABL Revlover | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | 0 | 0 | |
Letters of credit outstanding, amount | 0 | $ 13,500,000 | |
Letters of Credit and Surety Bonds | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | $ 3,700,000 |
Debt - 7.75% Senior Secured Not
Debt - 7.75% Senior Secured Notes Due 2025 (Details) - USD ($) $ in Thousands | Dec. 21, 2017 | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 669,470 | $ 416,466 | |
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 |
Proceeds from issuance of senior long-term debt | $ 289,200 | ||
Unamortized discount (premium) and debt issuance costs, percentage | 1.00% | ||
Debt instrument, interest rate | 7.75% | 7.75% |
Debt - ABL Credit Facility (Det
Debt - ABL Credit Facility (Details) - USD ($) | Jul. 24, 2018 | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 669,470,000 | $ 416,466,000 | |
Revolving Credit Facility | ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, increase | $ 10,000,000 | ||
Maximum borrowing amount | $ 85,000,000 | ||
Revolving Credit Facility | ABL Revlover | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | 0 | 0 | |
Line of credit facility, borrowing base | 58,400,000 | ||
Letters of credit outstanding, amount | $ 0 | $ 13,500,000 |
Debt - 5.00% Convertible Senior
Debt - 5.00% Convertible Senior Notes Due 2021 (Details) - USD ($) $ in Thousands, shares in Millions | 2 Months Ended | 9 Months Ended | |
Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 669,470 | $ 416,466 | |
Unamortized discount and deferred financing costs | 27,049 | 23,826 | |
Long-term debt | $ 642,421 | 392,640 | |
5.00% Convertible Senior Notes due 2021 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.00% | ||
5.00% Convertible Senior Notes due 2021 | Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 72,600 | ||
Convertible Debt | 5.00% Convertible Senior Notes due 2021 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.00% | ||
Principal amount of long-term debt | $ 79,895 | $ 115,000 | |
Unamortized discount and deferred financing costs | 7,300 | ||
Repurchased face amount | $ 35,100 | ||
Repurchased amount in cash | $ 16,200 | ||
Repurchased amount, shares (in shares) | 1.4 | ||
Repurchase amount, fair value | $ 30,100 | ||
Gain (loss) on extinguishment of debt | $ (3,700) |
Debt - Term Loan B Facility (De
Debt - Term Loan B Facility (Details) - USD ($) | Jan. 11, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Debt Instrument [Line Items] | |||
Proceeds from borrowings | $ 470,505,000 | $ 106,500,000 | |
Term Loan | Term Loan B Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 250,000,000 | ||
Proceeds from borrowings | 228,900,000 | ||
Periodic payment, principal | $ 3,100,000 | ||
Term Loan | Term Loan B Facility | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Margin on LIBOR rate | 6.75% | ||
Term Loan | Term Loan B Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Margin on LIBOR rate | 5.75% |
Debt - Par Pacific Term Loan Ag
Debt - Par Pacific Term Loan Agreement (Details) - Term Loan - Par Pacific Term Loan - USD ($) | Jan. 09, 2019 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 45,000,000 | |
Amortization of debt issuance costs | $ 100,000 | |
London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Margin on LIBOR rate | 3.50% |
Debt - Retail Property Term Loa
Debt - Retail Property Term Loan (Details) - Retail Property Term Loan | Mar. 29, 2019USD ($)retail_property |
Debt Instrument [Line Items] | |
Retail properties with mortgage liens | retail_property | 21 |
Term Loan | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ | $ 45,000,000 |
Loan-to-appraisal value of portfolio properties, ratio | 75.00% |
Debt covenant, minimum annual debt yield | 9.00% |
Debt instrument, term | 20 years |
London Interbank Offered Rate (LIBOR) | Term Loan | |
Debt Instrument [Line Items] | |
Margin on LIBOR rate | 1.50% |
Debt - Guarantors (Details)
Debt - Guarantors (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Debt Disclosure [Abstract] | |
Debt instruments, initial offering price | $ 750 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) bbl in Thousands | 9 Months Ended |
Sep. 30, 2019$ / bblbbl | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 864 |
Average fixed interest rate | 3.91% |
5.00% Convertible Senior Notes due 2021 | |
Credit Derivatives [Line Items] | |
Debt instrument, interest rate | 5.00% |
5.00% Convertible Senior Notes due 2021 | Convertible Debt | |
Credit Derivatives [Line Items] | |
Debt instrument, interest rate | 5.00% |
Future | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 864 |
Swap | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 0 |
Option Collars | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 50 |
Long | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 2,118 |
Long | Future | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 1,980 |
Long | Swap | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 138 |
Short | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 1,254 |
Short | Future | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 1,116 |
Short | Swap | |
Credit Derivatives [Line Items] | |
Derivative contracts, barrels | 138 |
Minimum | Option Collars | |
Credit Derivatives [Line Items] | |
Derivative, average price risk option strike price | $ / bbl | 48.40 |
Maximum | Option Collars | |
Credit Derivatives [Line Items] | |
Derivative, average price risk option strike price | $ / bbl | 65 |
Derivatives - Fair Value Amount
Derivatives - Fair Value Amounts of Derivatives and Placement in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Prepaid and other current assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | $ 4,100 | $ 2,700 |
Other current assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | 9,500 | 8,300 |
Commodity derivatives | Prepaid and other current assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 118 | 4,973 |
Commodity derivatives | Other accrued liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | (110) | (700) |
J. Aron repurchase obligation derivative | Over the Counter | Obligations under inventory financing agreements | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | (2,473) | 4,085 |
MLC repurchase obligation derivative | Over the Counter | Obligations under inventory financing agreements | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 4,340 | 0 |
Interest rate derivatives | Prepaid and other current assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 0 | 191 |
Interest rate derivatives | Other accrued liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | (315) | 0 |
Interest rate derivatives | Other liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | $ (1,557) | $ 0 |
Derivatives - Schedule of Pre-T
Derivatives - Schedule of Pre-Tax Gain (Loss) Recognized in the Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Commodity derivatives | Cost of revenue | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Pre-tax gains (losses) | $ (4,836) | $ (2,842) | $ (8,095) | $ 843 |
J. Aron repurchase obligation derivative | Cost of revenue | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Pre-tax gains (losses) | (2,638) | (4,330) | (6,558) | 10,812 |
MLC repurchase obligation derivative | Cost of revenue | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Pre-tax gains (losses) | 4,656 | 0 | 1,317 | 0 |
Interest rate derivatives | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Pre-tax gains (losses) | $ (415) | $ (21) | $ (1,885) | |
Interest rate derivatives | Interest income | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Pre-tax gains (losses) | $ 1,277 |
Fair Value Measurements - Commo
Fair Value Measurements - Common Stock Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Weighted average exercise price (in usd per share) | $ 0.09 | $ 0.09 |
Term (years) | 2 years 11 months 1 day | 3 years 8 months 1 day |
Fair value of common stock warrants (in usd per share) | $ 22.78 | $ 14.13 |
Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrants outstanding (in shares) | 354,350 | 354,350 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Amounts by Hierarchy Level (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Liabilities | ||
Gross fair value and net carrying value on balance sheet | $ (8,072) | $ (5,007) |
Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 5,595 | |
Effect of Counter-Party Netting | (431) | |
Net Carrying Value on Balance Sheet | 5,164 | |
Liabilities | ||
Liabilities, fair value disclosure, gross | (10,882) | (2,053) |
Derivative, fair value, net | 2,695 | 431 |
Financial and nonfinancial liabilities, fair value disclosure | (8,187) | (1,622) |
Cash collateral | 13,600 | 10,900 |
Interest rate derivatives | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 191 | |
Effect of Counter-Party Netting | 0 | |
Net Carrying Value on Balance Sheet | 191 | |
Liabilities | ||
Gross Fair Value | (1,872) | |
Effect of Counter-Party Netting | 0 | |
Net Carrying Value on Balance Sheet | (1,872) | |
Level 1 | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 170 | |
Liabilities | ||
Liabilities, fair value disclosure, gross | (1,946) | (870) |
Level 1 | Interest rate derivatives | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 0 | |
Liabilities | ||
Gross Fair Value | 0 | |
Level 2 | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 5,425 | |
Liabilities | ||
Liabilities, fair value disclosure, gross | (2,731) | (261) |
Level 2 | Interest rate derivatives | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 191 | |
Liabilities | ||
Gross Fair Value | (1,872) | |
Level 3 | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 0 | |
Liabilities | ||
Liabilities, fair value disclosure, gross | (6,205) | (922) |
Level 3 | Interest rate derivatives | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 0 | |
Liabilities | ||
Gross Fair Value | 0 | |
Over the Counter | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross fair value and net carrying value on balance sheet | (8,072) | (5,007) |
Over the Counter | Level 1 | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross fair value and net carrying value on balance sheet | 0 | 0 |
Over the Counter | Level 2 | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross fair value and net carrying value on balance sheet | 0 | 0 |
Over the Counter | Level 3 | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross fair value and net carrying value on balance sheet | (8,072) | (5,007) |
Exchange Traded | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 2,813 | 5,404 |
Effect of Counter-Party Netting | (2,695) | (431) |
Net Carrying Value on Balance Sheet | 118 | 4,973 |
Liabilities | ||
Gross Fair Value | (2,805) | (1,131) |
Effect of Counter-Party Netting | 2,695 | 431 |
Net Carrying Value on Balance Sheet | (110) | (700) |
Exchange Traded | J. Aron repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value | (2,473) | 4,085 |
Effect of Counter-Party Netting | 0 | 0 |
Net Carrying Value on Balance Sheet | (2,473) | 4,085 |
Exchange Traded | MLC repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value | 4,340 | |
Effect of Counter-Party Netting | 0 | |
Net Carrying Value on Balance Sheet | 4,340 | |
Exchange Traded | Level 1 | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 2,000 | 170 |
Liabilities | ||
Gross Fair Value | (1,946) | (870) |
Exchange Traded | Level 1 | J. Aron repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value | 0 | 0 |
Exchange Traded | Level 1 | MLC repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value | 0 | |
Exchange Traded | Level 2 | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 813 | 5,234 |
Liabilities | ||
Gross Fair Value | (859) | (261) |
Exchange Traded | Level 2 | J. Aron repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value | 0 | 0 |
Exchange Traded | Level 2 | MLC repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value | 0 | |
Exchange Traded | Level 3 | Future | Fair Value, Measurements, Recurring | ||
Assets | ||
Gross Fair Value | 0 | 0 |
Liabilities | ||
Gross Fair Value | 0 | 0 |
Exchange Traded | Level 3 | J. Aron repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value | (2,473) | $ 4,085 |
Exchange Traded | Level 3 | MLC repurchase obligation derivative | Fair Value, Measurements, Recurring | ||
Liabilities | ||
Gross Fair Value | $ 4,340 |
Fair Value Measurements - Roll
Fair Value Measurements - Roll Forward of Level 3 Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance, at beginning of period | $ (12,720) | $ (10,559) | $ (922) | $ (26,372) |
Settlements | 3,777 | 0 | (4,121) | 0 |
Acquired | 6,201 | 0 | 3,900 | 0 |
Total unrealized income (loss) included in earnings | (3,463) | (5,397) | (5,062) | 10,416 |
Balance, at end of period | $ (6,205) | $ (15,956) | $ (6,205) | $ (15,956) |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Fair Value of Long-Term Debt and Other Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
5.00% Convertible Senior Notes due 2021 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, interest rate | 5.00% | |
7.75% Senior Secured Note due 2025 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, interest rate | 7.75% | |
Level 2 | Carrying Value | 5.00% Convertible Senior Notes due 2021 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 72,560 | $ 100,411 |
Level 2 | Carrying Value | 7.75% Senior Secured Note due 2025 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 291,700 | 290,763 |
Level 2 | Fair Value | 5.00% Convertible Senior Notes due 2021 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 109,643 | 121,488 |
Level 2 | Fair Value | 7.75% Senior Secured Note due 2025 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 299,250 | 270,000 |
Level 3 | Carrying Value | Warrant | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants not settleable in cash, fair value | 8,072 | 5,007 |
Level 3 | Carrying Value | Mid Pac Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 1,441 | 1,466 |
Level 3 | Carrying Value | Term Loan B Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 233,171 | |
Level 3 | Carrying Value | Retail Property Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 43,549 | |
Level 3 | Fair Value | Warrant | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants not settleable in cash, fair value | 8,072 | 5,007 |
Level 3 | Fair Value | Mid Pac Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 1,441 | $ 1,466 |
Level 3 | Fair Value | Term Loan B Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 243,750 | |
Level 3 | Fair Value | Retail Property Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 43,549 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Lease not yet commenced, undiscounted amount | $ 54 |
Finance lease, not yet commenced, undiscounted amount | $ 1.2 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease, remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease, remaining lease term | 30 years |
Leases - Leased Assets and Liab
Leases - Leased Assets and Liabilities (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Finance | |
ROU asset, gross | $ 10,787 |
Accumulated amortization | (3,959) |
Total finance | 6,828 |
Operating | |
Total operating | 373,269 |
Total leased assets | 380,097 |
Current | |
Finance | 1,632 |
Operating | 54,476 |
Long-term | |
Finance | 5,976 |
Operating | 320,553 |
Total lease liabilities | $ 382,637 |
Weighted-average remaining lease term (in years) | |
Finance | 5 years 10 months 24 days |
Operating | 11 years 6 months 10 days |
Weighted-average discount rate | |
Finance | 6.68% |
Operating | 7.71% |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Finance lease cost | ||
Amortization of finance lease assets | $ 479 | $ 1,380 |
Interest on lease liabilities | 128 | 392 |
Operating lease cost | 24,259 | 72,237 |
Variable lease cost | 2,799 | 8,689 |
Short-term lease cost | 1,067 | 1,483 |
Net lease cost | $ 28,732 | $ 84,181 |
Leases - Cash Flow (Details)
Leases - Cash Flow (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of liabilities | |
Financing cash flows from finance leases | $ 1,571 |
Cash flows from operating activities | 559 |
Cash flows from operating activities | 71,181 |
Non-cash supplemental amounts | |
ROU assets obtained in exchange for new finance lease liabilities | 198 |
ROU assets obtained in exchange for new operating lease liabilities | $ 15,532 |
Leases - Maturity Schedule (Det
Leases - Maturity Schedule (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Finance Lease | |
2019 | $ 540 |
2020 | 1,978 |
2021 | 1,407 |
2022 | 1,190 |
2023 | 1,159 |
2024 | 934 |
Thereafter | 2,005 |
Total lease payments | 9,213 |
Less amount representing interest | (1,605) |
Present value of lease liabilities | 7,608 |
Operating Lease | |
2019 | 22,109 |
2020 | 79,668 |
2021 | 51,891 |
2022 | 49,712 |
2023 | 48,670 |
2024 | 42,962 |
Thereafter | 243,517 |
Total lease payments | 538,529 |
Less amount representing interest | (163,500) |
Present value of lease liabilities | 375,029 |
Lease Liabilities Payments Due [Abstract] | |
2019 | 22,649 |
2020 | 81,646 |
2021 | 53,298 |
2022 | 50,902 |
2023 | 49,829 |
2024 | 43,896 |
Thereafter | 245,522 |
Total lease payments | 547,742 |
Less amount representing interest | (165,105) |
Total lease liabilities | $ 382,637 |
Leases - Maturity Schedule Prio
Leases - Maturity Schedule Prior to the Adoption of ASC 842 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 | $ 2,723 |
2020 | 2,264 |
2021 | 1,757 |
2022 | 1,512 |
2023 | 1,148 |
Thereafter | 2,600 |
Total minimum rental payments | 12,004 |
Less amount representing interest | (1,865) |
Present value of minimum rental payments | 10,139 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 | 62,589 |
2020 | 62,132 |
2021 | 39,821 |
2022 | 38,402 |
2022 | 38,827 |
Thereafter | 191,717 |
Total minimum rental payments | $ 433,488 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 23, 2015 | Sep. 30, 2019USD ($)claim | Sep. 30, 2019USD ($)claim | Sep. 30, 2019USD ($)claim |
Long-term Purchase Commitment [Line Items] | ||||
RINs benefit | $ 5,700,000 | |||
Site contingency, recovery from third party of environmental remediation cost | $ 12,200,000 | |||
Number of remaining claim to be resolved | claim | 2 | 2 | 2 | |
Bankruptcy claims amount of claims to be settled | $ 22,400,000 | $ 22,400,000 | $ 22,400,000 | |
Estimated value of claims remaining to be settled | 500,000 | 500,000 | 500,000 | |
Maximum bankruptcy claims remaining | $ 22,400,000 | $ 22,400,000 | $ 22,400,000 | |
Predecessor working ownership percentage | 3.40% | 3.40% | 3.40% | |
Allowed claims, settlement ratio | 0.0544 | |||
Wyoming Refinery One | ||||
Long-term Purchase Commitment [Line Items] | ||||
Environmental remediation accrual | $ 16,800,000 | $ 16,800,000 | $ 16,800,000 | |
Environmental costs recognized, period for recognition of one third costs | 5 years | |||
Environmental costs recognized, remainder, period for recognition | 30 years | |||
Wyoming Refinery Two | Waste Water Treatment System | ||||
Long-term Purchase Commitment [Line Items] | ||||
Environmental remediation accrual | 11,600,000 | $ 11,600,000 | 11,600,000 | |
Wyoming Refinery | ||||
Long-term Purchase Commitment [Line Items] | ||||
Loss contingency, range of possible loss | 100,000 | 100,000 | 100,000 | |
United Steelworkers Union | ||||
Long-term Purchase Commitment [Line Items] | ||||
Collective bargaining arrangement, extension term | 4 years | |||
Tesoro Corporation | Indemnification Agreement | ||||
Long-term Purchase Commitment [Line Items] | ||||
Deductible for indemnification obligation | 1,000,000 | 1,000,000 | 1,000,000 | |
Indemnification obligation cap | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation Costs Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restricted Stock Awards | ||||
Class of Stock [Line Items] | ||||
Compensation cost | $ 789 | $ 955 | $ 2,589 | $ 2,734 |
Restricted Stock Units | ||||
Class of Stock [Line Items] | ||||
Compensation cost | 279 | 235 | 841 | 605 |
Stock Option Awards | ||||
Class of Stock [Line Items] | ||||
Compensation cost | $ 380 | $ 506 | $ 1,103 | $ 1,460 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($)shares | Sep. 30, 2019USD ($)$ / sharesshares | |
Restricted Stock Awards | ||
Class of Stock [Line Items] | ||
Restricted stock and restricted stock units granted (in shares) | shares | 11,000 | 285,000 |
Grants in the period, aggregate fair value | $ 0.1 | $ 4.5 |
Unrecognized compensation costs related to restricted stock awards | $ 7.1 | $ 7.1 |
Weighted average period of recognition | 1 year 9 months 18 days | |
Stock Option Awards | ||
Class of Stock [Line Items] | ||
Weighted average period of recognition | 1 year 9 months 18 days | |
Options, granted (in shares) | shares | 0 | 300,000 |
Weighted average exercise price (in dollars per share) | $ / shares | $ 17 | |
Unrecognized compensation costs related to options | $ 3.1 | $ 3.1 |
Performance Restricted Stock Units | ||
Class of Stock [Line Items] | ||
Restricted stock and restricted stock units granted (in shares) | shares | 0 | 48,000 |
Grants in the period, aggregate fair value | $ 0.8 | |
Unrecognized compensation costs related to restricted stock awards | $ 1.1 | $ 1.1 |
Weighted average period of recognition | 1 year 10 months 24 days |
Income (Loss) per Share - Basic
Income (Loss) per Share - Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share Reconciliation [Abstract] | ||||||||
Net income | $ (83,891) | $ 28,169 | $ 61,092 | $ (5,822) | $ 16,178 | $ 15,185 | $ 5,370 | $ 25,541 |
Undistributed income allocated to participating securities | 0 | 0 | 59 | 361 | ||||
Net income (loss) attributable to common stockholders | (83,891) | (5,822) | 5,311 | 25,180 | ||||
Plus: Net income effect of convertible securities | 0 | 0 | 0 | 0 | ||||
Numerator for diluted income (loss) per common share | $ (83,891) | $ (5,822) | $ 5,311 | $ 25,180 | ||||
Basic weighted-average common stock shares outstanding (in shares) | 50,942 | 45,709 | 49,973 | 45,676 | ||||
Dilutive effects of common stock equivalents (in shares) | 0 | 0 | 98 | 45 | ||||
Diluted weighted-average common stock shares outstanding (in shares) | 50,942 | 45,709 | 50,071 | 45,721 | ||||
Basic income (loss) per share (in dollars per share) | $ (1.65) | $ (0.13) | $ 0.11 | $ 0.55 | ||||
Diluted income (loss) per share (in dollars per share) | $ (1.65) | $ (0.13) | $ 0.11 | $ 0.55 | ||||
5.00% Convertible Senior Notes due 2021 | ||||||||
Earnings Per Share Reconciliation [Abstract] | ||||||||
Debt instrument, interest rate | 5.00% | 5.00% | ||||||
Restricted Stock Awards | ||||||||
Earnings Per Share Reconciliation [Abstract] | ||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 160 | 33 | ||||||
Stock Option Awards | ||||||||
Earnings Per Share Reconciliation [Abstract] | ||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,800 | 1,300 | ||||||
Convertible Debt Securities | ||||||||
Earnings Per Share Reconciliation [Abstract] | ||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,400 | 6,400 | 5,500 | 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 | 354 | 354 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense (benefit) | $ (2,428,000) | $ 359,000 | $ (69,002,000) | $ 885,000 | |
Adjustments recognized for uncertain tax positions | $ 0 | $ 0 | $ 0 | $ 0 | |
Operating loss carryforwards | $ 1,500,000,000 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | |
Segment Reporting [Abstract] | ||||||||
Reporting segments | segment | 4 | |||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | $ 1,401,638 | $ 909,781 | $ 4,002,382 | $ 2,531,616 | ||||
Cost of revenues (excluding depreciation) | 1,265,755 | 822,785 | 3,578,329 | 2,232,608 | ||||
Operating expense (excluding depreciation) | 83,237 | 54,905 | 231,741 | 158,975 | ||||
Depreciation, depletion, and amortization | 22,227 | 13,192 | 65,103 | 39,004 | ||||
General and administrative expense (excluding depreciation) | 11,391 | 11,871 | 34,435 | 35,981 | ||||
Acquisition and integration costs | 623 | 2,134 | 4,325 | 3,515 | ||||
Operating income | 18,405 | 4,894 | 88,449 | 61,533 | ||||
Interest expense and financing costs, net | (18,348) | (10,425) | (57,336) | (29,346) | ||||
Debt extinguishment and commitment costs | 0 | 0 | (9,186) | 0 | ||||
Other income, net | 83 | 85 | 2,347 | 861 | ||||
Change in value of common stock warrants | (826) | (1,067) | (3,065) | (396) | ||||
Change in value of contingent consideration | 0 | 0 | 0 | (10,500) | ||||
Equity earnings (losses) from Laramie Energy, LLC | (85,633) | 1,050 | (84,841) | 4,274 | ||||
Income (loss) before income taxes | (86,319) | (5,463) | (63,632) | 26,426 | ||||
Income tax benefit (expense) | 2,428 | (359) | 69,002 | (885) | ||||
Net income (loss) | (83,891) | $ 28,169 | $ 61,092 | (5,822) | $ 16,178 | $ 15,185 | 5,370 | 25,541 |
Capital expenditures | 22,682 | 12,541 | 64,086 | 30,198 | ||||
Refining | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 1,336,951 | 850,591 | 3,830,572 | 2,391,262 | ||||
Logistics | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 49,623 | 30,660 | 144,978 | 95,016 | ||||
Retail | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 122,234 | 124,970 | 342,814 | 323,253 | ||||
Operating Segments | Refining | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 1,336,951 | 850,591 | 3,830,572 | 2,391,262 | ||||
Cost of revenues (excluding depreciation) | 1,256,569 | 805,051 | 3,563,503 | 2,204,634 | ||||
Operating expense (excluding depreciation) | 63,041 | 36,766 | 173,689 | 108,862 | ||||
Depreciation, depletion, and amortization | 14,088 | 8,336 | 42,579 | 24,173 | ||||
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | 0 | ||||
Acquisition and integration costs | 0 | 0 | 0 | 0 | ||||
Operating income | 3,253 | 438 | 50,801 | 53,593 | ||||
Capital expenditures | 6,672 | 5,332 | 25,555 | 15,359 | ||||
Operating Segments | Logistics | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 49,623 | 30,660 | 144,978 | 95,016 | ||||
Cost of revenues (excluding depreciation) | 28,712 | 18,384 | 82,000 | 57,775 | ||||
Operating expense (excluding depreciation) | 2,553 | 1,663 | 7,945 | 5,870 | ||||
Depreciation, depletion, and amortization | 4,798 | 1,654 | 12,683 | 4,969 | ||||
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | 0 | ||||
Acquisition and integration costs | 0 | 0 | 0 | 0 | ||||
Operating income | 13,560 | 8,959 | 42,350 | 26,402 | ||||
Capital expenditures | 14,759 | 4,501 | 32,217 | 9,050 | ||||
Operating Segments | Retail | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 122,234 | 124,970 | 342,814 | 323,253 | ||||
Cost of revenues (excluding depreciation) | 87,631 | 95,968 | 248,751 | 248,328 | ||||
Operating expense (excluding depreciation) | 17,643 | 16,476 | 50,107 | 44,239 | ||||
Depreciation, depletion, and amortization | 2,523 | 1,876 | 7,429 | 6,441 | ||||
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | 0 | ||||
Acquisition and integration costs | 0 | 0 | 0 | 0 | ||||
Operating income | 14,437 | 10,650 | 36,527 | 24,245 | ||||
Capital expenditures | 765 | 1,425 | 5,042 | 2,520 | ||||
Corporate, Eliminations and Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | (107,170) | (96,440) | (315,982) | (277,915) | ||||
Cost of revenues (excluding depreciation) | (107,157) | (96,618) | (315,925) | (278,129) | ||||
Operating expense (excluding depreciation) | 0 | 0 | 0 | 4 | ||||
Depreciation, depletion, and amortization | 818 | 1,326 | 2,412 | 3,421 | ||||
General and administrative expense (excluding depreciation) | 11,391 | 11,871 | 34,435 | 35,981 | ||||
Acquisition and integration costs | 623 | 2,134 | 4,325 | 3,515 | ||||
Operating income | (12,845) | (15,153) | (41,229) | (42,707) | ||||
Capital expenditures | 486 | 1,283 | 1,272 | 3,269 | ||||
Gross profit | $ (107,200) | $ (96,400) | $ (316,000) | $ (277,300) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Related Party Transaction [Line Items] | ||||
Travel and out of pocket expenses | $ 50,000 | |||
Investor | ||||
Related Party Transaction [Line Items] | ||||
Initial term of service agreements | 1 year | |||
Renewal term for service agreements | 1 year | |||
Termination period between extension date | 60 days | |||
EGI | ||||
Related Party Transaction [Line Items] | ||||
Percentage ownership of Par common stock (or more) | 10.00% | 10.00% | ||
EGI | Investor | ||||
Related Party Transaction [Line Items] | ||||
Service agreements, commitment costs | $ 0 | $ 0 | $ 0 | $ 0 |