Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 21, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Title of 12(b) Security | Common stock, $0.01 par value | ||
Trading Symbol | PARR | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 891,844,502 | ||
Entity Common Stock, Shares Outstanding | 60,668,152 | ||
Documents Incorporated by Reference | Certain information required to be disclosed in Part III of this report is incorporated by reference from the registrant’s definitive proxy statement or an amendment to this report, which will be filed with the SEC not later than 120 days after the end of the fiscal year covered by this report. | ||
Entity Central Index Key | 0000821483 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touch LLP |
Auditor Location | Houston, Texas |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 490,925 | $ 112,221 |
Restricted cash | 4,001 | 4,000 |
Total cash, cash equivalents, and restricted cash | 494,926 | 116,221 |
Trade accounts receivable, net of allowances of $0.3 million and $0.4 million at December 31, 2022 and December 31, 2021, respectively | 252,885 | 195,108 |
Inventories | 1,041,983 | 790,317 |
Prepaid and other current assets | 92,043 | 28,525 |
Total current assets | 1,881,837 | 1,130,171 |
Property, plant, and equipment | ||
Property, plant, and equipment | 1,224,567 | 1,180,397 |
Less accumulated depreciation and amortization | (388,733) | (323,892) |
Property, plant, and equipment, net | 835,834 | 856,505 |
Long-term assets | ||
Operating lease right-of-use (“ROU”) assets | 350,761 | 383,824 |
Intangible assets, net | 13,577 | 16,234 |
Goodwill | 129,325 | 127,262 |
Other long-term assets | 69,313 | 56,255 |
Total assets | 3,280,647 | 2,570,251 |
Current liabilities | ||
Current maturities of long-term debt | 10,956 | 10,841 |
Obligations under inventory financing agreements | 893,065 | 737,704 |
Accounts payable | 151,395 | 154,543 |
Accrued taxes | 32,099 | 28,641 |
Operating lease liabilities | 66,081 | 53,640 |
Other accrued liabilities | 640,494 | 370,424 |
Total current liabilities | 1,794,090 | 1,355,793 |
Long-term liabilities | ||
Long-term debt, net of current maturities | 494,576 | 553,717 |
Finance lease liabilities | 6,311 | 7,691 |
Operating lease liabilities | 292,701 | 335,094 |
Other liabilities | 48,432 | 52,256 |
Total liabilities | 2,636,110 | 2,304,551 |
Commitments and Contingencies (Note 17) | ||
Stockholders’ equity | ||
Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2022 and December 31, 2021, 60,470,837 shares and 60,161,955 shares issued at December 31, 2022 and December 31, 2021, respectively | 604 | 602 |
Additional paid-in capital | 836,491 | 821,713 |
Accumulated deficit | (200,687) | (559,117) |
Accumulated other comprehensive income (loss) | 8,129 | 2,502 |
Total stockholders’ equity | 644,537 | 265,700 |
Total liabilities and stockholders’ equity | $ 3,280,647 | $ 2,570,251 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ (0.3) | $ (0.4) |
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) | 60,470,837 | 60,161,955 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | |||
Revenues | $ 7,321,785 | $ 4,710,089 | $ 3,124,870 |
Operating expenses | |||
Cost of revenues (excluding depreciation) | 6,376,014 | 4,338,474 | 2,947,697 |
Operating expense (excluding depreciation) | 342,209 | 299,669 | 277,427 |
Depreciation and amortization | 99,769 | 94,241 | 90,036 |
Impairment expense | 0 | 1,838 | 85,806 |
Gain on sale of assets, net | (169) | (64,697) | 0 |
General and administrative expense (excluding depreciation) | 62,396 | 48,096 | 41,288 |
Acquisition and integration costs | 3,663 | 87 | 614 |
Total operating expenses | 6,883,882 | 4,717,708 | 3,442,868 |
Operating income (loss) | 437,903 | (7,619) | (317,998) |
Other income (expense) | |||
Interest expense and financing costs, net | (68,288) | (66,493) | (70,222) |
Debt extinguishment and commitment costs | (5,329) | (8,144) | 0 |
Gain on curtailment of pension obligation | 0 | 2,032 | 0 |
Other income (expense), net | 613 | (52) | 1,049 |
Change in value of common stock warrants | 0 | 0 | 4,270 |
Equity losses from Laramie Energy, LLC | 0 | 0 | (46,905) |
Total other expense, net | (73,004) | (72,657) | (111,808) |
Income (loss) before income taxes | 364,899 | (80,276) | (429,806) |
Income tax benefit (expense) | (710) | (1,021) | 20,720 |
Net income (loss) | $ 364,189 | $ (81,297) | $ (409,086) |
Income (loss) per share | |||
Basic (USD per share) | $ 6.12 | $ (1.40) | $ (7.68) |
Diluted (USD per share) | $ 6.08 | $ (1.40) | $ (7.68) |
Weighted-average number of shares outstanding | |||
Basic (in shares) | 59,544 | 58,268 | 53,295 |
Diluted (in shares) | 59,883 | 58,268 | 53,295 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 364,189 | $ (81,297) | $ (409,086) |
Other comprehensive income (loss): | |||
Other post-retirement benefits income (loss), net of tax | 5,627 | 6,244 | (4,324) |
Total other comprehensive income (loss), net of tax | 5,627 | 6,244 | (4,324) |
Comprehensive income (loss) | $ 369,816 | $ (75,053) | $ (413,410) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 364,189 | $ (81,297) | $ (409,086) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||
Depreciation and amortization | 99,769 | 94,241 | 90,036 |
Impairment expense | 0 | 1,838 | 85,806 |
Debt extinguishment and commitment costs | 5,329 | 8,144 | 0 |
Non-cash interest expense | 4,218 | 5,663 | 6,902 |
Non-cash lower of cost and net realizable value adjustment | (463) | (10,132) | 10,595 |
Change in value of common stock warrants | 0 | 0 | (4,270) |
Deferred taxes | 274 | (260) | (20,895) |
Gain on sale of assets, net | (169) | (64,697) | 0 |
Stock-based compensation | 9,353 | 8,165 | 7,342 |
Unrealized (gain) loss on derivative contracts | 9,336 | (1,393) | (3,322) |
Equity losses from Laramie Energy, LLC | 0 | 0 | 46,905 |
Net changes in operating assets and liabilities: | |||
Trade accounts receivable | (57,391) | (83,955) | 117,801 |
Prepaid and other assets | (35,356) | (6,321) | 36,500 |
Inventories | (254,437) | (350,652) | 171,880 |
Deferred turnaround expenditures | (29,608) | (9,451) | (49,770) |
Obligations under inventory financing agreements | 74,680 | 252,920 | (190,831) |
Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities | 262,882 | 209,565 | 67,193 |
Net cash provided by (used in) operating activities | 452,606 | (27,622) | (37,214) |
Cash flows from investing activities: | |||
Acquisitions of businesses, net of cash acquired | (35,546) | 0 | 0 |
Capital expenditures | (53,025) | (29,533) | (63,522) |
Proceeds from sale of assets | 1,263 | 104,161 | 58 |
Net cash provided by (used in) investing activities | (87,308) | 74,628 | (63,464) |
Cash flows from financing activities: | |||
Proceeds from sale of common stock, net of offering costs | 0 | 87,193 | 0 |
Proceeds from borrowings | 384,874 | 186,773 | 250,387 |
Repayments of borrowings | (446,863) | (329,315) | (159,489) |
Net borrowings (repayments) on deferred payment arrangements and receivable advances | 80,681 | 61,098 | (41,645) |
Purchase of common stock for retirement | (7,834) | (2,145) | (1,156) |
Payments for debt extinguishment and commitment costs | (3,483) | (5,618) | 0 |
Other financing activities, net | 6,032 | 920 | (5,538) |
Net cash provided by (used in) financing activities | 13,407 | (1,094) | 42,559 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 378,705 | 45,912 | (58,119) |
Cash, cash equivalents, and restricted cash at beginning of period | 116,221 | 70,309 | 128,428 |
Cash, cash equivalents, and restricted cash at end of period | 494,926 | 116,221 | 70,309 |
Net cash received (paid) for: | |||
Interest | (63,323) | (65,221) | (54,256) |
Taxes | (51) | (795) | 190 |
Non-cash investing and financing activities: | |||
Accrued capital expenditures | 5,418 | 8,177 | 4,686 |
Value of warrants reclassified to equity | 0 | 0 | 3,936 |
ROU assets obtained in exchange for new finance lease liabilities | 594 | 1,936 | 3,476 |
ROU assets obtained in exchange for new operating lease liabilities | 64,567 | 97,011 | 22,529 |
ROU assets terminated in exchange for release from finance lease liabilities | 0 | 0 | 0 |
ROU assets terminated in exchange for release from operating lease liabilities | $ 32,902 | $ 6,847 | $ 7,738 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Balance at period start (in shares) at Dec. 31, 2019 | 53,254 | ||||
Balance at period start at Dec. 31, 2019 | $ 648,242 | $ 533 | $ 715,069 | $ (67,942) | $ 582 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for employee stock purchase plan (in shares) | 145 | ||||
Issuance of common stock for employee stock purchase plan | 1,553 | $ 2 | 1,551 | ||
Exercise of stock option / common stock warrants (in shares) | 351 | ||||
Exercise of stock option / common stock warrants | 3,936 | $ 3 | 3,933 | ||
Share-based compensation (in shares) | 322 | ||||
Stock-based compensation | 7,109 | $ 3 | 7,106 | ||
Purchase of common stock for retirement (in shares) | (69) | ||||
Purchase of common stock for retirement | (1,156) | $ (1) | (1,155) | ||
Other comprehensive income | (4,324) | (4,324) | |||
Net income (loss) | (409,086) | (409,086) | |||
Balance at period end (in shares) at Dec. 31, 2020 | 54,003 | ||||
Balance at period end at Dec. 31, 2020 | 246,274 | $ 540 | 726,504 | (477,028) | (3,742) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for employee stock purchase plan (in shares) | 85 | ||||
Issuance of common stock for employee stock purchase plan | 1,421 | $ 1 | 1,420 | ||
Common stock offering, net of issuance costs (in shares) | 5,750 | ||||
Common stock offering, net of issuance costs | 87,193 | $ 58 | 87,135 | ||
Exercise of stock option / common stock warrants (in shares) | 4 | ||||
Exercise of stock option / common stock warrants | 58 | 58 | |||
Share-based compensation (in shares) | 443 | ||||
Stock-based compensation | 7,952 | $ 4 | 7,948 | ||
Purchase of common stock for retirement (in shares) | (123) | ||||
Purchase of common stock for retirement | (2,145) | $ (1) | (1,352) | (792) | |
Other comprehensive income | 6,244 | 6,244 | |||
Net income (loss) | (81,297) | (81,297) | |||
Balance at period end (in shares) at Dec. 31, 2021 | 60,162 | ||||
Balance at period end at Dec. 31, 2021 | 265,700 | $ 602 | 821,713 | (559,117) | 2,502 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for employee stock purchase plan (in shares) | 67 | ||||
Issuance of common stock for employee stock purchase plan | 1,244 | 1,244 | |||
Exercise of stock option / common stock warrants (in shares) | 349 | ||||
Exercise of stock option / common stock warrants | 6,444 | $ 4 | 6,440 | ||
Share-based compensation (in shares) | 417 | ||||
Stock-based compensation | 9,166 | $ 3 | 9,163 | ||
Purchase of common stock for retirement (in shares) | (524) | ||||
Purchase of common stock for retirement | (7,833) | $ (5) | (2,069) | (5,759) | |
Other comprehensive income | 5,627 | 5,627 | |||
Net income (loss) | 364,189 | 364,189 | |||
Balance at period end (in shares) at Dec. 31, 2022 | 60,471 | ||||
Balance at period end at Dec. 31, 2022 | $ 644,537 | $ 604 | $ 836,491 | $ (200,687) | $ 8,129 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2022 | |
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, niche markets. Currently, we operate in three primary business segments: 1) Refining - We own and operate three refineries. Our refinery in Kapolei, Hawaii, produces gasoline, jet fuel, ultra-low sulfur diesel (“ULSD”), marine fuel, low sulfur fuel oil (“LSFO”), and other associated refined products primarily for consumption in Hawaii. Our refinery in Newcastle, Wyoming, produces gasoline, jet fuel, ULSD, and other associated refined products that are primarily marketed in Wyoming and South Dakota. Our refinery in Tacoma, Washington, produces gasoline, jet fuel, ULSD, asphalt, and other associated refined products primarily marketed in the Pacific Northwest. 2) Retail - We operate retail outlets in Hawaii, Washington, and Idaho. Our fuel retail outlets in Hawaii sell gasoline and diesel throughout the islands of Oahu, Maui, Hawaii, and Kauai. We operate convenience stores under our proprietary “nomnom” brand that sell merchandise such as soft drinks, prepared foods, and other sundries. Our Hawaii retail network includes our proprietary Hele (the Hawaiian word for movement or “let’s go”) fuel brand and “76” branded retail sites, “nomnom” branded company-operated convenience stores, 7-Eleven operated convenience stores, other sites operated by third parties, and unattended cardlock stations. In 2023, we plan to unite all our company operated convenience stores under our Hele brand. Our cardlock locations on Kauai are branded Kauai Automated Fuels (“KAF”). We operate convenience stores at our retail fuel outlets in Washington and Idaho. As part of our 2018 acquisition of these retail outlets, we 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. As of December 31, 2022, we had completed the rebranding of all of our retail outlets in Washington and Idaho from the “Cenex®” and “Zip Trip®” brand names to our proprietary “nomnom” brand. As these stores were rebranded, we began self-supplying the fuel with equity barrels and/or unbranded fuels procured in the open market. 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions. 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 lease marine vessels for the movement of petroleum, refined products, and ethanol between the U.S. West Coast and Hawaii. We own and operate a crude oil pipeline gathering system, a refined products pipeline, storage facilities, and loading racks in Wyoming and a jet fuel storage facility and pipeline that serve Ellsworth Air Force Base in South Dakota. 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 Joint Base Lewis McChord. As of December 31, 2022, we owned a 46.0% equity investment in Laramie Energy, LLC (“Laramie Energy”). Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Par Pacific Holdings, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation. Use of Estimates The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support letter of credit facilities and certain ongoing bankruptcy recovery trust claims. Allowance for Credit Losses We are exposed to credit losses primarily through our sales of refined products. Credit limits and/or prepayment requirements are set based on such factors as the customer’s financial results, credit rating, payment history, and industry and are reviewed annually for customers with material credit limits. Credit allowances are reviewed at least quarterly based on changes in the customer’s creditworthiness due to economic conditions, liquidity, and business strategy as publicly reported and through discussions between the customer and the Company. We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable. We did not have a material change in our allowances on trade receivables during the years ended December 31, 2022, 2021, or 2020. Inventories Commodity inventories, excluding commodity inventories at the Washington refinery, are stated at the lower of cost and net realizable value (“NRV”) using the first-in, first-out (“FIFO”) inventory accounting method. Commodity inventories at the Washington refinery are stated at the lower of cost and NRV using the last-in, first-out (“LIFO”) inventory accounting method. We value merchandise along with spare parts, materials, and supplies at average cost. All of the crude oil utilized at the Hawaii refinery is financed by J. Aron & Company LLC (“J. Aron”) under the Supply and Offtake Agreement as described in Note 11—Inventory Financing Agreements. The crude oil remains in the legal title of J. Aron and is stored in our storage tanks governed by a storage agreement. Legal title to the crude oil passes to us at the tank outlet. After processing, J. Aron takes title to the refined products stored in our storage tanks until they are sold to our retail locations or to third parties. We record the inventory owned by J. Aron on our behalf as inventory with a corresponding obligation on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and we are obligated to repurchase the inventory. We are party to an intermediation arrangement (the “Washington Refinery Intermediation Agreement”) with Merrill Lynch Commodities, Inc. (“MLC”) as described in Note 11—Inventory Financing Agreements. Under this arrangement, U.S. Oil & Refining Co. and certain affiliated entities (collectively, “U.S. Oil”) 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 these inventories, exclusively to MLC. We enter into refined product and crude oil exchange agreements with other oil companies. Exchange receivables or payables are stated at cost and are presented within Trade accounts receivable and Accounts payable on our consolidated balance sheets. Environmental Credits and Obligations Inventories also include Renewable Identification Numbers (“RINs”), sulfur credits, and other environmental credits. Our RINs assets, which include RINs purchased in the open market and RINs obtained by purchasing biofuels which are later blended into our refined products, are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and NRV as of the end of the reporting period. Our sulfur credits and other environmental credits generated as part of our refining process are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and NRV as of the end of the reporting period. Our renewable volume obligation and other environmental credit obligations to comply with the U.S. Environmental Protection Agency (“EPA”) regulations (as discussed in Note 17—Commitments and Contingencies) are presented in Other accrued liabilities on our consolidated balance sheets and measured at fair value as of the end of the reporting period. The net cost of environmental credits is recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations. Investment in Laramie Energy, LLC Prior to June 30, 2020, we accounted for our Investment in Laramie Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies. Our proportionate share of the net income (loss) of this entity was included in Equity losses from Laramie Energy, LLC in the consolidated statements of operations. As of June 30, 2020, we discontinued the application of the equity method of accounting for our investment in Laramie Energy because the book value of such investment had been reduced to zero. The investment is reviewed for impairment when events or changes in circumstances indicate that there may have been an other-than-temporary decline in the value of the investment. During the year ended December 31, 2020, we recorded an impairment charge of $45.3 million in our consolidated statement of operations due to the significant decline in natural gas prices during the first quarter of 2020. Please read Note 3—Investment in Laramie Energy, LLC for further information. Property, Plant, and Equipment We capitalize the cost of additions, major improvements, and modifications to property, plant, and equipment. The cost of repairs and normal maintenance of property, plant, and equipment is expensed as incurred. Major improvements and modifications of property, plant, and equipment are those expenditures that either extend the useful life, increase the capacity, or improve the operating efficiency of the asset or the safety of our operations. We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 2 to 47 Logistics 3 to 30 Retail 3 to 40 Corporate 3 to 7 Software 3 to 5 From time to time, we enter into lease arrangements where we are the lessor in order to utilize a portion of our fixed assets not currently used in our primary operations. All of these lessor leases are classified as operating leases, whereby we do not derecognize the underlying asset, and the income from our customers is recognized as revenue on a straight-line basis over the lease term. Please read Note 16—Leases for further disclosures and information on leases. Impairment of Long-Lived Assets We review property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value. If this occurs, an impairment loss is recognized for the difference between the fair value and carrying value. Factors that indicate potential impairment include a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset, and a significant change in the asset’s physical condition or use. Simultaneously with our review of our property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment, we evaluate whether an abandonment has occurred. Abandonment occurs either when a business terminates its operations or an asset is no longer profitable to operate. When the act of abandonment occurs, we determine if the assets have a shortened useful life or should be considered abandoned and accelerate depreciation or write off the asset balance and any associated accumulated depreciation and record an impairment loss. Lease Liabilities and Right-of-Use Assets 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 right-of-use assets (“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, however, the lease liability associated with leases calculated through the use of implicit rates is not significant. 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 finance leases is recognized as amortization expense on a straight-line basis and interest expense on an effective rate basis over the lease term. Expense for operating lease payments is recognized as lease expense on a straight-line basis over the lease term. We do not separate lease and nonlease components of a contract. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Finance lease ROU assets are presented within Property, plant, and equipment and operating lease ROU assets within Operating lease right-of-use assets on our consolidated balance sheets. Please read Note 16—Leases for further disclosures and information on leases. Asset Retirement Obligations We record asset retirement obligations (“AROs”) at fair value in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the fair value of the liability. Our AROs arise from our refining, logistics, and retail operations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. When the liability is initially recorded, we capitalize the cost by increasing the book value of the related long-lived tangible asset. The liability is accreted to its estimated settlement value with accretion expense recognized in Depreciation and amortization (“D&A”) on our consolidated statements of operations and the related capitalized cost is depreciated over the asset’s useful life. The difference between the settlement amount and the recorded liability is recorded as a gain or loss on asset disposals in our consolidated statements of operations. We estimate settlement dates by considering our past practice, industry practice, contractual terms, management’s intent, and estimated economic lives. We cannot currently estimate the fair value for certain AROs primarily because we cannot estimate settlement dates (or ranges of dates) associated with these assets. These AROs include hazardous materials disposal (such as petroleum manufacturing by-products, chemical catalysts, and sealed insulation material containing asbestos) and removal or dismantlement requirements associated with the closure of our refining facilities, terminal facilities, or pipelines, including the demolition or removal of certain major processing units, buildings, tanks, pipelines, or other equipment. Deferred Turnaround Costs Refinery turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries, are deferred and amortized on a straight-line basis over the period of time estimated until the next planned turnaround (generally three Goodwill and Other Intangible Assets Goodwill represents the amount the purchase price exceeds the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1. We assess the recoverability of the carrying value of goodwill during the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required. Under the quantitative test, we compare the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss is recorded. During the year ended December 31, 2020, we recorded goodwill impairment charges of $67.9 million related to our Refining and Retail segments. Please read Note 10—Goodwill and Intangible Assets for further discussion on the goodwill impairment. Our intangible assets include relationships with customers, trade names, and trademarks. These intangible assets are amortized over their estimated useful lives on a straight-line basis. We evaluate the carrying value of our intangible assets when impairment indicators are present. When we believe impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of the intangible assets are prepared. If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values. Environmental Matters We capitalize environmental expenditures that extend the life or increase the capacity of facilities as well as expenditures that prevent environmental contamination. We expense costs that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation. We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated. Cost estimates are based on the expected timing and extent of remedial actions required by governing agencies, experience gained from similar sites for which environmental assessments or remediation have been completed, and the amount of our anticipated liability considering the proportional liability and financial abilities of other responsible parties. Usually, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Estimated liabilities are not discounted to present value and are presented within Other liabilities on our consolidated balance sheets. Environmental expenses are recorded in Operating expense (excluding depreciation) on our consolidated statements of operations. Derivatives and Other Financial instruments We are exposed to commodity price risk related to crude oil and refined products. We manage this exposure through the use of various derivative commodity instruments. These instruments include exchange traded futures and over-the-counter (“OTC”) swaps, forwards, and options. For our forward contracts that are derivatives, we have elected the normal purchase normal sale exclusion, as it is our policy to fulfill or accept the physical delivery of the product and we will not net settle. Therefore, we did not recognize the unrealized gains or losses related to these contracts in our consolidated financial statements. All derivative instruments not designated as normal purchases or sales are recorded in the balance sheet as either assets or liabilities measured at their fair values. Changes in the fair value of these derivative instruments are recognized currently in earnings. We have not designated any derivative instruments as cash flow or fair value hedges and, therefore, do not apply hedge accounting treatment. In addition, we may have other financial instruments, such as warrants or embedded debt features, that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in our control, or (c) the instruments contain other provisions that cause us to conclude that they are not indexed to our equity. Our embedded derivatives include our obligations to repurchase crude oil and refined products from J. Aron at the termination of the Supply and Offtake Agreement and to repay MLC for monthly crude oil and refined product financing under the Washington Refinery Intermediation Agreement. These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. Please read Note 14—Derivatives and Note 15—Fair Value Measurements for information regarding our derivatives and other financial instruments. Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We have determined that any uncertain tax positions outstanding at December 31, 2022 and 2021 would not have a material impact on our financial condition, results of operations, or cash flows as any uncertain tax positions taken would have been fully covered by the Company’s deferred tax assets related to its historical net operating losses and corresponding valuation allowance. As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2019, 2020, and 2021. However, since we have NOL carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried. Therefore, in a year in which a NOL deduction is claimed, the IRS may examine the year in which the NOL was generated and adjust it accordingly for purposes of assessing additional tax in the year the NOL deduction was claimed. Any penalties or interest as a result of an examination will be recorded in the period assessed. Stock-Based Compensation We recognize the cost of share-based payments on a straight-line basis over the period the employee provides service, generally the vesting period, and include such costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) in the consolidated statements of operations. We account for forfeitures as they occur. The grant date fair value of restricted stock awards is equal to the market price of our common stock on the date of grant. The fair value of stock options is estimated using the Black-Scholes option-pricing model as of the date of grant. The fair value of the discount offered on the employee stock purchase plan is equal to 15% of the market price of our common stock on the purchase date. Revenue Recognition Refining and Retail Our refining and retail segment revenues are primarily associated with the sale of refined products. We recognize revenues upon physical delivery of refined products to a customer, which is the point in time at which control of the refined products is transferred to the customer. The pricing of our refined products is variable and primarily driven by commodity prices. The refining segment’s contracts with its customers state the terms of the sale, including the description, quantity, delivery terms, and price of each product sold. Payments from refining and bulk retail customers are generally due in full within 2 to 30 days of product delivery or invoice date. Payments from our other retail customers occur at the point of sale and are typically collected in cash or occur by credit or debit card. As such, we have no significant financing element to our revenues and have immaterial product returns and refunds. We account for certain transactions on a net basis under Financial Accounting Standards Board (“FASB”) ASC Topic 845, “Nonmonetary Transactions.” These transactions include nonmonetary crude oil and refined product exchange transactions, certain crude oil buy/sell arrangements, and sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another. We made an accounting policy election to apply the sales tax practical expedient, whereby all taxes assessed by a governmental authority that are both imposed on and concurrent with a revenue-producing transaction and collected from our customers will be recognized on a net basis within Cost of revenues (excluding depreciation). Logistics We recognize transportation and storage fees as services are provided to a customer. Substantially all of our logistics revenues represent intercompany transactions that are eliminated in consolidation. Cost Classifications Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our environmental credit obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains and 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 consolidated statements of operations (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenues $ 20,437 $ 21,903 $ 21,755 Operating expense 51,901 52,338 56,637 General and administrative expense 2,661 2,972 3,429 Benefit Plans We recognize an asset for the overfunded status or a liability for the underfunded status of our defined benefit pension plans. The funded status is recorded within Other liabilities on our consolidated balance sheets. Certain changes in the plans’ funded status are recognized in Other comprehensive income (loss) in the period the change occurs. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are categorized with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority given to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 – Assets or liabilities for which the item is valued based on quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Assets or liabilities valued based on observable market data for similar instruments. Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed and considers risk premiums that a market participant would require. The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our policy is to recognize transfers in and/or out of fair value hierarchy levels as of the end of the reporting period for which the event or change in circumstances caused the transfer. We have consistently applied these valuation techniques for the periods presented. The fair value of the J. Aron repurchase obligation and Washington Refinery Intermediation Agreement derivatives are measured using estimates of the prices and differentials assuming settlement at the end of the reporting period. Income (Loss) Per Share Basic income (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under the warrants. The common stock warrants were included in the calculation of basic EPS because they were issuable for minimal consideration. Basic and diluted EPS are computed taking into account the effect of participating securities. Participating securities include restricted stock that has been issued but has not yet vested. Please read Note 20—Income (Loss) Per Share for further information. Foreign Currency Transactions We may, on occasion, enter into transactions denominated in currencies other than the U.S. dollar, which is our functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income (expense), net, in the accompanying consolidated statement of operations in the period in which the currency exchange rates change. Accounting Principles Not Yet Adopted In October 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 updates the current guidance to require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers” as if the acquiring entity had originated the contracts. This ASU improves comparability by providing consistent guidance between revenue contracts with customers acquired in a business combination and those not acquired in a business combination. The guidance in ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. This ASU will change the policy under which we account for future business combinations. On September 30, 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This ASU defines supplier finance programs and establishes new disclosure requirements for such programs. For programs meeting that definition, this ASU requires annual disclosures of key terms, obligations, and certain information related to these programs. Interim disclosure of the amount of outstanding obligations is also required. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. This ASU will expand our disclosures for qualified supplier finance programs. Accounting Principles Adopted On January 1, 2022, we adopted ASU No. 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”) . This ASU clarifies treatment of modifications or exchanges of call options or warrants classified in equity. As we do not have any such items classified in equity as of December 31, 2022, our adoption of ASU 2021-04 did not have a material impact on our financial condition, results of operations, and cash flows. On January 1, 2022, we adopted ASU No. 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance |
Investment in Laramie Energy, L
Investment in Laramie Energy, LLC | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Laramie Energy, LLC | Investment in Laramie Energy, LLC As of December 31, 2022, we owned a 46.0% ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. As of December 31, 2020, Laramie Energy had a $400.0 million revolving credit facility secured by a lien on its natural gas and crude oil properties and related assets with a borrowing base set at $139.7 million. On November 20, 2020, Laramie Energy amended its revolving credit facility, reducing the borrowing base to $140.0 million, resulting in a borrowing base deficiency of $60.0 million. In conjunction with the borrowing base deficiency, Laramie entered into a forbearance agreement through June 15, 2021 with its lenders. On July 1, 2021, Laramie Energy entered into a term loan agreement which provided a term loan in the principal amount of $160 million. Laramie Energy used the proceeds from the term loan to repay the outstanding balance on its revolving credit facility. The term loan is secured by a lien on its natural gas and crude oil properties and related assets. Under the terms of the term loan, Laramie Energy is generally prohibited from making future cash distributions to its owners, including us, except for certain permitted tax distributions. Laramie Energy’s term loan matures on July 1, 2025. As of December 31, 2022 and 2021, the term loan had an outstanding balance of $77.4 million and $140.1 million, respectively. On February 21, 2023, Laramie Energy entered into a term loan agreement which provided a $205 million first lien term loan facility with $160.0 million funded at closing and an optional $45 million delayed draw commitment, subject to certain terms and conditions. Laramie Energy used the proceeds from the term loan to repay the then-outstanding balance of $76.3 million on its existing term loan, including accrued interest and prepayment penalties, and fully redeem preferred equity of $73.5 million. After deducting transaction costs, net proceeds were $4.8 million. Laramie Energy’s term loan matures on February 21, 2027. Under the terms of the new term loan, Laramie is permitted to make future cash distributions to its owners, including us, subject to certain restrictions. At March 31, 2020, we conducted an impairment evaluation of our investment in Laramie Energy because of (i) the global economic impact of the COVID-19 pandemic, (ii) an increase in the weighted-average cost of capital for energy companies, and (iii) continuing declines in natural gas prices through the first quarter of 2020. Based on our evaluation, we determined that the estimated fair value of our investment in Laramie Energy was $1.9 million, compared to a carrying value of $47.2 million at March 31, 2020. The fair value estimate was determined using a discounted cash flow analysis based on natural gas forward strip prices as of March 31, 2020 for the years 2020 and 2021 of the forecast, and a blend of forward strip pricing and third-party analyst pricing for the years 2022 through 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 a result, we recorded an other-than temporary impairment charge of $45.3 million in Equity losses from Laramie Energy, LLC on our consolidated statement of operations for the year ended December 31, 2020. Please read Note 15—Fair Value Measurements for further information. During the quarter ended June 30, 2020, Laramie Energy incurred additional losses that reduced the book value of our investment to zero and, as such, as of June 30, 2020, we discontinued the application of the equity method of accounting for our investment in Laramie Energy. The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2020 Beginning balance $ 46,905 Equity earnings (losses) from Laramie Energy (1) (1,611) Impairment of our investment in Laramie Energy (45,294) Ending balance (1) $ — ________________________________________________________ (1) As of June 30, 2020, we discontinued the application of the equity method of accounting for our investment in Laramie Energy because the book value of such investment has been reduced to zero. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Billings Acquisition On October 20, 2022, we and our subsidiaries Par Montana, LLC (“Par Montana”) and Par Montana Holdings, LLC (“Par Montana Holdings” and, together with Par Montana, the “Purchasers”) entered into an Equity and Asset Purchase Agreement (the “Purchase Agreement”) with Exxon Mobil Corporation, ExxonMobil Oil Corporation, and ExxonMobil Pipeline Company LLC (collectively, the “Sellers”) to purchase (i) the high-conversion, complex refinery located in Billings, Montana and certain associated distribution and logistics assets, and (ii) 100% of the issued and outstanding equity interests in Exxon Billings Cogeneration, Inc. and in Yellowstone Logistics Holding Company for a base purchase price of $310.0 million plus the value of hydrocarbon inventory and adjusted working capital at closing (collectively, the “Billings Acquisition”). The closing of the Billings Acquisition is subject to certain customary closing conditions and is expected to close in the second quarter of 2023. Upon execution of the Purchase Agreement, we made a cash deposit of $30.0 million, recorded in Prepaid and other current assets, which will be credited to the sale upon a successful closing. We guaranteed the payment and performance of the Purchasers’ obligations under the Purchase Agreement. We incurred $3.4 million of acquisition costs related to the Billings Acquisition for the year ended December 31, 2022. These costs are included in Acquisition and integration costs on our consolidated statement of operations. Northwest Retail Expansion |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue RecognitionAs of December 31, 2022 and 2021, receivables from contracts with customers were $242.5 million and $189.9 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 $11.5 million and $10.1 million as of December 31, 2022 and 2021, respectively. We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation. The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands): Year Ended December 31, 2022 Refining Logistics Retail Product or service: Gasoline $ 1,999,065 $ — $ 428,959 Distillates (1) 3,139,807 — 46,392 Other refined products (2) 1,890,813 — — Merchandise — — 91,289 Transportation and terminalling services — 198,821 — Other revenue 16,375 — 3,566 Total segment revenues (3) $ 7,046,060 $ 198,821 $ 570,206 Year Ended December 31, 2021 Refining Logistics Retail Product or service: Gasoline $ 1,472,335 $ — $ 333,396 Distillates (1) 1,927,851 — 27,057 Other refined products (2) 1,065,555 — — Merchandise — — 92,004 Transportation and terminalling services — 184,734 — Other revenue 5,370 — 3,959 Total segment revenues (3) $ 4,471,111 $ 184,734 $ 456,416 Year Ended December 31, 2020 Refining Logistics Retail Product or service: Gasoline $ 846,294 $ — $ 241,003 Distillates (1) 1,256,618 — 30,739 Other refined products (2) 753,591 — — Merchandise — — 90,173 Transportation and terminalling services — 180,909 — Other revenue 30,198 — 1,798 Total segment revenues (3) $ 2,886,701 $ 180,909 $ 363,713 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, gas oil, and asphalt. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at December 31, 2022 and 2021 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreement (1) Total December 31, 2022 Crude oil and feedstocks $ 112,082 $ 265,536 $ 377,618 Refined products and blendstock 188,040 168,624 356,664 Warehouse stock and other (2) 307,701 — 307,701 Total $ 607,823 $ 434,160 $ 1,041,983 December 31, 2021 Crude oil and feedstocks $ 102,085 $ 199,282 $ 301,367 Refined products and blendstock 179,737 142,872 322,609 Warehouse stock and other (2) 166,341 — 166,341 Total $ 448,163 $ 342,154 $ 790,317 _________________________________________________________ (1) Please read Note 11—Inventory Financing Agreements for further information. (2) Includes $258.2 million and $120.1 million of RINs and environmental credits, reported at the lower of cost or NRV, as of December 31, 2022 and 2021, respectively. Our renewable volume obligation and other gross environmental credit obligations of $549.8 million and $311.0 million, reported at market value, are included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2022 and 2021, respectively. Inventories valued on the LIFO method were approximately 20% of total inventories at both December 31, 2022 and 2021. As of December 31, 2022, we had no reserve for the lower of cost or net realizable value of inventory. As of December 31, 2021, there was a $0.5 million reserve for the lower of cost or net realizable value of inventory. As of December 31, 2022 and December 31, 2021, the current replacement cost exceeded the LIFO inventory carrying value by approximately $46.4 million and $46.0 million, respectively. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 2021 Collateral posted with broker for derivative instruments (1) $ 40,788 $ 6,053 Billings acquisition deposit (2) 30,000 — Prepaid insurance 15,639 14,110 Deferred inventory financing charges — 4,073 Other 5,616 4,289 Total $ 92,043 $ 28,525 _________________________________________________________ (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 14—Derivatives for further information. (2) Please read Note 4—Acquisitions for further discussion. |
Property, Plant, and Equipment
Property, Plant, and Equipment and Impairment of Long-Lived Assets | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment and Impairment of Long-Lived Assets | Property, Plant, and Equipment and Impairment of Long-Lived Assets Major classes of property, plant, and equipment, including assets acquired under finance leases, consisted of the following (in thousands): December 31, 2022 2021 Land $ 153,804 $ 153,254 Buildings and equipment (1) 1,050,898 1,007,608 Other (1) 19,865 19,535 Total property, plant, and equipment 1,224,567 1,180,397 Less accumulated depreciation and amortization (388,733) (323,892) Property, plant, and equipment, net $ 835,834 $ 856,505 ______________________________________________________ (1) Please read Note 16—Leases for further disclosures and information on finance leases. Depreciation and finance lease amortization expense was approximately $75.0 million, $77.2 million, and $81.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. The Par West refinery was idled in the first quarter of 2020 due to the reduction in demand resulting from the COVID-19 global pandemic’s effect on the economy. Pursuant to GAAP accounting guidelines, this refinery was deemed abandoned in the fourth quarter of 2020 due to the following factors: the idling of the assets for more than an insignificant amount of time, the significant cost to restart the refinery, and a lack of a current plan or timeline to restart the refinery. As a result, in the year ended December 31, 2020, we recorded impairment charges of $10.7 million, $5.0 million, and $2.2 million in Impairment expense on our consolidated statement of operations related to the write-offs of Par West property, plant, and equipment, deferred turnaround costs, and inventory, respectively. For the year ended December 31, 2021, we recorded additional impairment charges of $0.2 million in Impairment expense on our consolidated statement of operations related to this idling. Please read Note 15—Fair Value Measurements for additional information. For the year ended December 31, 2021, we recorded $1.7 million of Impairment expense on our consolidated statement of operations related to the impairment of a separate capital project. For the year ended December 31, 2022, no such impairment was recorded. |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement Obligations Our asset retirement obligations (“AROs”) are primarily related to the removal of underground storage tanks and the removal of brand signage at owned and leased retail sites which are legally required, whether by government action or contractual arrangement. The table below summarizes the changes in our recorded AROs (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ 14,414 $ 10,636 $ 10,180 Accretion expense 934 873 490 Revision in estimate 116 3,602 — Liabilities settled during period (89) (697) (34) Ending balance $ 15,375 $ 14,414 $ 10,636 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets During the years ended December 31, 2022, 2021, and 2020, the change in the net carrying amount of goodwill was as follows (in thousands): Balance at January 1, 2020 $ 195,919 Impairment expense (67,922) Balance at December 31, 2020 127,997 Divestitures (735) Balance at December 31, 2021 127,262 Acquisitions (1) 2,120 Divestitures (57) Balance at December 31, 2022 $ 129,325 ________________________________________________________ (1) Please read Note 4—Acquisitions for further discussion. The gross carrying value of goodwill was $202.9 million as of January 1, 2020 and December 31, 2020 and 2021, and $205.0 million as of December 31, 2022. As of January 1, 2020, we had accumulated impairment charges of $7.0 million, and as of December 31, 2020, 2021, and 2022, we had accumulated impairment charges, including charges related to divestitures, of $74.9 million, $75.6 million, and $75.7 million, respectively. At March 31, 2020, we performed a quantitative goodwill impairment test of all of our reporting units due to (i) the global economic impact of the COVID-19 pandemic and (ii) a steep decline in current and forecasted prices and demand for crude oil and refined products. As part of our quantitative impairment test, we compared the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. In assessing the fair value of the reporting units, we primarily utilized a market approach based on observable multiples for comparable companies within our industry. Our refining reporting units in Hawaii and Washington were fully impaired and the goodwill associated with our retail reporting unit in Washington and Idaho was partially impaired, resulting in a charge of $67.9 million in our consolidated statement of operations for the year ended December 31, 2020. The goodwill impairment expense was allocated to the Refining segment ($38.1 million) and to the Retail segment ($29.8 million). Intangible assets consisted of the following (in thousands): December 31, 2022 2021 Intangible assets: Trade names and trademarks $ 6,267 $ 6,267 Customer relationships 32,064 32,064 Other 261 261 Total intangible assets 38,592 38,592 Accumulated amortization: Trade name and trademarks (5,383) (5,297) Customer relationships (19,632) (17,061) Other — — Total accumulated amortization (25,015) (22,358) Net: Trade name and trademarks 884 970 Customer relationships 12,432 15,003 Other 261 261 Total intangible assets, net $ 13,577 $ 16,234 Amortization expense was approximately $2.7 million for each of the years ended December 31, 2022, 2021, and 2020. Our intangible assets related to customer relationships and trade names have an average useful life of 13.5 years. Expected amortization expense for each of the next five years and thereafter is as follows (in thousands): Year Ended Amount 2023 $ 2,658 2024 1,400 2025 979 2026 979 2027 979 Thereafter 6,582 $ 13,577 |
Inventory Financing Agreements
Inventory Financing Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Other Commitments [Abstract] | |
Inventory Financing Agreements | Inventory Financing Agreements The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): December 31, 2022 2021 Supply and Offtake Agreement $ 732,511 $ 569,158 Washington Refinery Intermediation Agreement 160,554 168,546 Obligations under inventory financing agreements $ 893,065 $ 737,704 Supply and Offtake Agreement We have a supply and offtake agreement with J. Aron to support our Hawaii refining operations (the “Supply and Offtake Agreement"). On June 1, 2021, we entered into the second amended and restated supply and offtake agreement, which amended and restated the first amended and restated supply and offtake agreement in its entirety. During the term of the Supply and Offtake Agreement, J. Aron and we will identify mutually acceptable contracts for the purchase of crude oil from third parties. Per the agreement, J. Aron will provide up to 150 Mbpd of crude oil to our Hawaii refinery. Additionally, we will sell, and J. Aron will 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. Under the agreement, J. Aron may enter into agreements with third parties whereby J. Aron remits payments to these third parties for refinery procurement contracts for which we will become immediately obligated to reimburse J. Aron. The agreement also provides for the lease of crude oil and certain refined product storage facilities to J. Aron. The Supply and Offtake Agreement expires May 31, 2024 (as extended, the “Expiration Date”), subject to a one-year extension at the mutual agreement of the parties at least 120 days prior to the Expiration Date. Under the Supply and Offtake Agreement, we are subject to an early termination fee if we terminate the Supply and Offtake Agreement on or prior to May 31, 2023. Following the expiration or termination of the agreement, 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. Under the Supply and Offtake Agreement, Par Hawaii Refining, LLC (“PHR”) is required to maintain minimum liquidity of not less than $15 million for any three consecutive business days, with at least $7.5 million of such liquidity consisting of cash and cash equivalents. Though title to the crude oil and certain refined product inventories resides with J. Aron, the Supply and Offtake Agreement is accounted for similar to a product financing arrangement; therefore, the crude oil and refined products inventories will continue to be included in our consolidated balance sheets until processed and sold to a third party. Each reporting period, we record a liability in an amount equal to the amount we expect to pay to repurchase the inventory held by J. Aron based on current market prices. Prior to July 1, 2021, the Supply and Offtake Agreement also included a deferred payment arrangement whereby we could defer payments owed under the agreements up to the lesser of $165 million or 85% of the eligible accounts receivable and inventory. The deferred amounts under the deferred payment arrangement bore interest at a rate equal to three-month LIBOR plus 3.50% per annum. We also paid a deferred payment availability fee equal to 0.75% of the unused capacity under the deferred payment arrangement. Effective July 1, 2021, a discretionary draw facility (the “Discretionary Draw Facility”) became available to PHR up to but excluding the Expiration Date. Under the Discretionary Draw Facility, J. Aron agreed to make advances to PHR from time to time at the request of PHR, subject to the satisfaction of certain conditions precedent, in an aggregate principal amount at any one time outstanding not to exceed the lesser of $165 million or the sum of the borrowing base, which is calculated as (x) 85% of the eligible accounts receivables, plus (y) the lesser of $82.5 million and 85% of eligible hydrocarbon inventory, minus (z) such reserves as established by J. Aron in respect of eligible receivables and eligible hydrocarbon inventory. Prior to June 1, 2022, the advances under the Discretionary Draw Facility bore interest at a rate equal to three-month LIBOR plus 4.00% per annum. Beginning on June 1, 2022, the advances bear interest at a rate equal to LIBOR (or LIBOR equivalent) plus an applicable spread between 3.50% and 4.00% to be determined annually based on certain financial ratios. We also pay a discretionary draw availability fee equal to 0.75% of the unused capacity under the Discretionary Draw Facility. On April 25, 2022, we entered into an amendment to the Supply and Offtake Agreement which, among other things, amended the maximum commitment amount under the Discretionary Draw Facility from $165 million to $215 million and increased the limit in the borrowing base for eligible hydrocarbon inventory from $82.5 million to $107.5 million. The amendment further requires a $5.0 million reserve against the borrowing base at any time more than $165 million is outstanding in discretionary draw advances made to PHR; the reserve may be reduced by the posting of cash collateral by PHR in accordance with the terms of the amendment. Under the Supply and Offtake Agreement, we pay or receive certain fees from J. Aron based on changes in market prices over time. In 2017, we fixed the market fee for the period from June 1, 2018 through May 2021 for an additional $2.2 million. In 2020, we fixed the market fee for the period from February 1, 2020 through April 1, 2021 for an additional $0.8 million to be settled in fifteen payments. In 2021, we entered into multiple contracts to fix certain market fees for the period from May 2021 through May 2022 for $18.2 million. In 2022, we entered into additional contracts with J. Aron to fix certain fees for the month of March 2022 for $4.5 million. The amount due to or from J. Aron is recorded as an adjustment to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement. We had no fixed market fees due to or from J. Aron as of December 31, 2022. As of December 31, 2021, we had a payable of $6.2 million. We recognized fixed market fees of $8.8 million, $13.5 million, and $1.3 million for the years ended December 31, 2022, 2021, and 2020, respectively, which were included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. Washington Refinery Intermediation Agreement We are party to the Washington Refinery Intermediation Agreement with MLC, which 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 the same, exclusively to MLC. On February 11, 2021, we and MLC amended the Washington Refinery Intermediation Agreement and extended the term from June 30, 2021 to March 31, 2022. On December 17, 2021, we and MLC amended the Washington Refinery Intermediation Agreement to further extend the term through December 21, 2022 and to revise certain other terms and conditions in the Washington Refinery Intermediation Agreement. On March 9, 2022, we and MLC amended the Washington Refinery Intermediation Agreement to advance the term expiry date to March 31, 2023. On November 2, 2022, we and MLC amended the Washington Refinery Intermediation Agreement to further extend the term through March 31, 2024. 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 (the “MLC receivable advances”) and additional advances based on crude oil and products inventories. Prior to May 9, 2022, the maximum borrowing capacity under the MLC receivable advances was $90.0 million. On May 9, 2022, we and MLC amended the Washington Refinery Intermediation Agreement to increase the maximum borrowing capacity under the MLC receivable advances to $115 million. The maximum borrowing capacity was reduced to $110 million under the amendment to the Washington Refinery Intermediation Agreement dated November 2, 2022. The MLC receivable advances bore interest at a rate equal to three-month LIBOR plus 3.25% per annum prior to August 11, 2022. On August 11, 2022, we and MLC entered into an amendment to the Washington Refinery Intermediation Agreement to establish adjusted three-month term Secured Overnight Financing Rate ("SOFR") as the benchmark rate in replacement of LIBOR and revise certain other terms and conditions. We also pay an availability fee equal to 0.75% of the unused capacity under the MLC receivable advances. The following table summarizes our outstanding borrowings, letters of credit, and contractual undertaking obligations under the intermediation agreements (in thousands): December 31, 2022 2021 Discretionary Draw Facility Outstanding borrowings (1) $ 204,843 $ 126,225 Borrowing capacity 204,843 126,225 MLC receivable advances Outstanding borrowings (1) 56,601 54,538 Borrowing capacity 56,601 54,538 J. Aron payment undertaking obligations — — MLC issued letters of credit 115,001 166,950 ______________________________________________________ (1) Amounts outstanding under the Discretionary Draw Facility and MLC receivable advances are included in Obligations under inventory financing agreements on our consolidated balance sheets. Changes in the amount outstanding under these arrangements are included within Cash flows from financing activities on the consolidated statements of cash flows. The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands): Year Ended December 31, 2022 2021 2020 Net fees and expenses: Supply and Offtake Agreement Inventory intermediation fees (1) $ 100,610 $ 21,612 $ 12,034 Interest expense and financing costs, net 6,150 3,015 3,044 Washington Refinery Intermediation Agreement Inventory intermediation fees $ 3,000 $ 3,236 $ 4,112 Interest expense and financing costs, net 10,111 4,900 2,791 ___________________________________________________ (1) Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $63.3 million and $4.0 million for the years ended December 31, 2022, and 2021, respectively, and a market structure benefit of $3.0 million for the year ended December 31, 2020. The Supply and Offtake Agreement 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 14—Derivatives for further information. |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | Other Accrued Liabilities Other accrued liabilities at December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 2021 Accrued payroll and other employee benefits $ 27,815 $ 19,710 Gross environmental credit obligations (1) 549,791 311,014 Other 62,888 39,700 Total $ 640,494 $ 370,424 ______________________________________________________ (1) Gross environmental credit obligations are stated at market as of December 31, 2022 and 2021. Please read Note 15—Fair Value Measurements for further information. A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our consolidated balance sheet and are stated at the lower of cost or net realizable value. The carrying costs of these assets were $258.2 million and $120.1 million as of December 31, 2022 and 2021, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes our outstanding debt (in thousands): December 31, 2022 2021 ABL Credit Facility due 2025 $ — $ — 7.75% Senior Secured Notes due 2025 281,000 296,000 Term Loan B due 2026 203,125 215,625 12.875% Senior Secured Notes due 2026 31,314 68,250 Principal amount of long-term debt 515,439 579,875 Less: unamortized discount and deferred financing costs (9,907) (15,317) Total debt, net of unamortized discount and deferred financing costs 505,532 564,558 Less: current maturities, net of unamortized discount and deferred financing costs (10,956) (10,841) Long-term debt, net of current maturities $ 494,576 $ 553,717 Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2023 $ 12,500 2024 12,500 2025 293,500 2026 196,939 2027 — Thereafter — Total $ 515,439 Additionally, as of December 31, 2022 and 2021, we had approximately $19.5 million and $18.5 million in letters of credit outstanding, respectively, under the Loan and Security Agreement dated as of December 21, 2017 with certain lenders and Bank of America, N.A., as administrative agent and collateral agent (the “ABL Credit Facility”). We had $5.9 million in cash-collateralized letters of credit and surety bonds outstanding as of both December 31, 2022 and December 31, 2021, under agreements with MLC and under certain other facilities. Under the ABL Credit Facility, the indentures governing the 7.75% Senior Secured Notes and 12.875% 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. 5.00% Convertible Senior Notes Due 2021 In June 2016, we completed the issuance and sale of $115 million in aggregate principal amount of the 5.00% Convertible Senior Notes in a private placement under Rule 144A (the “Notes Offering”). Affiliates of funds managed by or on behalf of Highbridge Capital Management, LLC (“Highbridge”) and Whitebox Advisors, LLC (“Whitebox”), our related parties, purchased an aggregate of $47.5 million and $40.4 million, respectively, principal amount of the 5.00% Convertible Senior Notes in the Notes Offering. The 5.00% Convertible Senior Notes bore interest at a rate of 5.00% per year (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2016) and matured on June 15, 2021. During May, June, and December 2019, we entered into privately negotiated exchange agreements with a limited number of holders (the “Noteholders”) to repurchase $66.3 million in aggregate principal amount of the 5.00% Convertible Senior Notes held by the Noteholders for an aggregate of $18.6 million in cash and approximately 3.2 million shares of Par’s common stock with a fair value of $74.3 million. We recognized a loss of approximately $6.1 million related to the extinguishment of the repurchased 5.00% Convertible Senior Notes in the year ended December 31, 2019. On June 15, 2021, the remaining $48.7 million aggregate principal amount of the 5.00% Convertible Senior Notes was paid in full at maturity. 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 Bank of Hawaii, which provided a term loan in the principal amount of $45.0 million. The Retail Property Term Loan bore interest based on a floating rate equal to the applicable LIBOR for a one-month interest period plus 1.5%. Principal and interest payments were payable monthly based on a 20-year amortization schedule, principal prepayments were allowed subject to applicable prepayment penalties, and the remaining unpaid principal, plus any unpaid interest or other charges, was due on April 1, 2024, the maturity date of the Retail Property Term Loan. On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan. We recognized approximately $1.4 million of debt extinguishment costs in the year ended December 31 2021 related to our prepayment of the loan principal. ABL Credit Facility Under the ABL Credit Facility, we have a revolving credit facility that provides for revolving loans and for the issuance of letters of credit (the “ABL Revolver”) with a maximum principal amount at any time outstanding of $142.5 million subject to a borrowing base. As of December 31, 2022, the ABL Revolver had no outstanding balance and a borrowing base of approximately $85.1 million. The maturity date of the ABL Revolver is February 2, 2025, on which date all revolving loans will be due and payable in full. On February 2, 2022, Par Petroleum, LLC, PHL, Hermes Consolidated, LLC, and Wyoming Pipeline Company, LLC (collectively, the “ABL Borrowers”), entered into the Amended and Restated Loan and Security Agreement (as amended from time to time, the “ABL Loan Agreement”) dated as of February 2, 2022, with certain lenders and Bank of America, N.A., as administrative agent and collateral agent. The ABL Loan Agreement increased the maximum principal amount of the ABL Revolver at any time outstanding from $85 million to $105 million, subject to a borrowing base, including a sublimit of $15 million for swingline loans and a sublimit of $65 million for the issuance of standby or commercial letters of credit, and extended the maturity date of the ABL Revolver from December 21, 2022 to February 2, 2025. The ABL Loan Agreement also included an accordion feature that would allow the ABL Borrowers to increase the size of the facility by up to $50 million in the aggregate, subject to certain limitations and conditions. On March 30, 2022, the parties to the ABL Loan Agreement and the incremental lender party thereto amended the ABL Loan Agreement to exercise the accordion feature to increase the aggregate revolving commitments under the ABL Loan Agreement from $105 million to $142.5 million and decrease the available increase under the accordion feature from $50 million to $12.5 million, subject to certain limitations and conditions. Prior to February 2, 2022, the revolving loans under the ABL Revolver bore interest at a fluctuating rate per annum equal to (i) during the periods such revolving loan was a base rate loan, the base rate plus the applicable margin in effect from time to time, and (ii) during the periods such revolving loan was a LIBOR Loan, at LIBOR for the applicable interest period plus the applicable margin in effect from time to time. The base rate was equal to (i) daily LIBOR (“LIBOR Daily Floating Rate”) or (ii) if the LIBOR Daily Floating Rate was unavailable for any reason, a rate as calculated per the agreement for such day. Under the ABL Loan Agreement entered into on February 2, 2022, the outstanding principal amount of each revolving loan bears interest at a fluctuating rate per annum equal to (i) during the periods such revolving loan is a base rate loan, the base rate plus the applicable margin in effect from time to time, and (ii) during the periods such revolving loan is a Term SOFR Loan, at Term SOFR (as defined in the ABL Loan Agreement) for the applicable interest period plus the applicable margin in effect from time to time. The base rate for any day is a per annum rate equal to the greater of (a) a rate as calculated per the agreement (the “Prime Rate”) for such day; (b) a rate as calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (“Federal Funds Rate”) for such day, plus 0.50%; or (c) Term SOFR for a one month interest period as of such day plus 1.0%, subject to the interest rate floor set forth therein; provided, that in no event shall the base rate be less than zero. We also pay a de minimis fee for any undrawn amounts available under the ABL Revolver. The average effective interest rate for 2022 and 2021 on the ABL Revolver loan was 2.7% and 2.6%, respectively. Under the ABL Loan Agreement, the applicable margins for the ABL Credit Facility and advances under the ABL Revolver are as specified below: Level Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) Term SOFR Loans Base Rate Loans 1 >50% 1.25% 0.25% 2 >30% but ≤ 50% 1.50% 0.50% 3 ≤ 30% 1.75% 0.75% The ABL Loan Agreement requires the ABL Borrowers to comply with certain customary affirmative, as well as certain negative covenants that, among other things, will restrict, subject to certain exceptions, the ability of the ABL Borrowers and their guarantors to incur indebtedness, grant liens, make investments, engage in acquisitions, mergers or consolidations and pay dividends and other restricted payments. Upon the occurrence of a triggering event whereby availability is less than the greater of (i) $7.5 million and (ii) 12.5% of the borrowing base, the ABL Borrowers are required to comply for at least 30 days with a minimum fixed charge coverage ratio of 1.00 to 1.00 measured monthly, with respect to (a) Par Petroleum, LLC and its consolidated subsidiaries, and (b) Par Petroleum, LLC and its consolidated subsidiaries, other than PHR, U.S. Oil, and any other Future Intermediation Subsidiary (as defined in the ABL Loan Agreement). The obligations of the ABL Borrowers are guaranteed by Par and Par Petroleum, LLC’s existing and future direct or indirect domestic subsidiaries that are not borrowers under the ABL Credit Facility. The loans and letters of credit issued under the ABL Credit Facility are secured by a first-priority security interest in and lien on certain assets of the borrowers and the guarantors, including, among other items, cash and cash equivalents, accounts receivables, and inventory, and excluding the assets of PHR and U.S. Oil. 7.75% Senior Secured Notes Due 2025 Our 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. During the year ended December 31, 2021, we repurchased and cancelled $4 million in aggregate principal amount of the 7.75% Senior Secured Notes through two repurchases . On May 24, 2022, and July 14, 2022, we repurchased and cancelled $5.0 million and $10.0 million in aggregate principal amounts of the 7.75% Senior Secured Notes at repurchase prices of 97.500% and 95.000%, respectively, of the aggregate principal amount of notes repurchased . We recognized aggregate discounts of $0.6 million and incurred aggregate debt extinguishment costs of $0.2 million for these repurchases, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2022. As of December 31, 2022, the 7.75% Senior Secured Notes had an outstanding principal balance of $281.0 million. The indenture governing the 7.75% Senior Secured Notes contains restrictive covenants limiting the ability of Par Petroleum, LLC and its Restricted Subsidiaries (as defined in the indenture) to, among other things, incur additional indebtedness, issue certain preferred shares, create liens on certain assets to secure debt, sell or otherwise dispose of all or substantially all assets, or pay dividends. The 7.75% Senior Secured Notes are secured 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 the Issuers and the subsidiary guarantors, including but not limited to, material real property now owned or hereafter acquired by the Issuers or subsidiary guarantors and their equipment, intellectual property, and equity interests, but excluding certain property which is collateral under the ABL Credit Facility, the Supply and Offtake Agreement, and the Washington Refinery Intermediation Agreement. The 7.75% Senior Secured Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by each of Par Petroleum, LLC’s existing wholly owned subsidiaries (other than Par Petroleum Finance Corp.), and are guaranteed on a senior unsecured basis only as to the payment of principal and interest by Par Pacific Holdings, Inc. In the future, the 7.75% Senior Secured Notes will be guaranteed on a senior secured basis by additional subsidiaries of Par Petroleum, LLC that guarantee material indebtedness of the Issuers or otherwise become obligated with respect to material indebtedness under a credit facility, subject to certain exceptions. Term Loan B Facility due 2026 On January 11, 2019, Par Petroleum, LLC and Par Petroleum Finance Corp. (collectively, the “Issuers”) 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 $232.0 million after deducting the original issue discount, deferred financing costs, and commitment and other fees. Loans under the 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%. The average effective interest rate for 2022 on the Term Loan B was 8.6%. In addition to the quarterly interest payments, the Term Loan B requires quarterly principal payments of $3.1 million. The 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 Par Pacific Holdings, Inc., with respect to principal and interest only. The Term Loan B Facility is 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 Agreement, and the Washington Refinery Intermediation Agreement. 12.875% Senior Secured Notes due 2026 On June 5, 2020, the Issuers completed the issuance and sale of $105.0 million in aggregate principal amount of 12.875% 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 $98.8 million from the sale were used for general corporate purposes. The 12.875% Senior Secured Notes bear interest at an annual rate of 12.875% per year (payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2021) and will mature on January 15, 2026. The indenture for the 12.875% Senior Secured Notes also allows for optional early redemptions, some of which require the Issuers to pay a premium and some of which have certain other restrictions related to timing and the maximum redeemable principal amount. On June 14, 2021, we redeemed $36.8 million aggregate principal amount of 12.875% Senior Secured Notes at a redemption price of 112.875% of the aggregate principal amount of the notes redeemed, plus the accrued and unpaid interest as of the redemption date. On the redemption date, we paid a premium of approximately $4.7 million and incurred additional debt extinguishment costs of $1.9 million, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2021. We repurchased and cancelled $13.9 million and $21.7 million in aggregate principal amount of 12.875% Senior Secured Notes on May 16, 2022 and May 27, 2022, respectively, at a repurchase price of 111.125% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest as of the repurchase date. On June 13, 2022, we repurchased an additional $1.3 million in aggregate principal amount of the notes at a repurchase price of 111.000% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest as of the repurchase date. We paid premiums of approximately $4.1 million upon repurchases of the 12.875% Senior Secured Notes during the year ended December 31, 2022 and incurred aggregate debt extinguishment costs of $1.6 million for these repurchases, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2022. As of December 31, 2022, $31.3 million in aggregate principal amount of the 12.875% Senior Secured Notes remained outstanding. The obligations of the borrowers under the 12.875% Senior Secured Notes are guaranteed by the Issuers’ existing and future direct or indirect domestic subsidiaries (other than Par Petroleum Finance Corp.) and by Par Pacific Holdings, Inc., with respect to principal and interest only. The 12.875% 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 the Issuers and the subsidiary guarantors, but excluding certain assets which are collateral under the ABL Credit Facility, the Supply and Offtake Agreement, and the Washington Refinery Intermediation Agreement. Mid Pac Term Loan Our Mid Pac Term Loan with American Savings Bank, F.S.B. was payable monthly, bore interest at an annual rate of 4.375%, was secured by a first-priority lien on the real property purchased with the funds, including leases and rents on the property and the property’s fixed assets and fixtures, and was guaranteed by Par Petroleum, LLC. The Mid Pac Term Loan was scheduled to mature on October 18, 2028. On March 12, 2021, we terminated and repaid all amounts outstanding under the Mid Pac Term Loan. PHL Term Loan On April 13, 2020, PHL, our wholly owned subsidiary, entered into a Term Loan Agreement (“PHL Term Loan”) with American Savings Bank F.S.B., which provided a term loan in the principal amount of approximately $6.0 million. The proceeds from the PHL Term Loan were used to finance PHL’s equity in certain real property. The PHL Term Loan bore interest at a fixed rate of 2.750% per annum. Principal and interest payments were payable monthly based on a 25-year amortization schedule, principal prepayments were allowed with no prepayment charge, and the remaining principal, plus any unpaid interest or other charges, was due on April 15, 2030, the maturity date of the PHL Term Loan. The PHL Term Loan was guaranteed by Par Petroleum, LLC. On February 23, 2021, we terminated and repaid all amounts outstanding under the PHL 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 December 31, 2022, we were in compliance with all of our debt instruments. Guarantors In connection with our shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (“SEC”) and declared effective on February 14, 2022 (“Registration Statement”), we may sell non-convertible debt securities and other securities in one or more offerings with an aggregate initial offering price of up to $750.0 million. Any non-convertible debt securities issued under the Registration Statement may be fully and unconditionally guaranteed (except for customary release provisions), on a joint and several basis, by some or all of our subsidiaries, other than subsidiaries that are “minor” within the meaning of Rule 3-10 of Regulation S-X (the “Guarantor Subsidiaries”). We have no “independent assets or operations” within the meaning of Rule 3-10 of Regulation S-X and certain of the Guarantor Subsidiaries may be subject to restrictions on their ability to distribute funds to us, whether by cash dividends, loans, or advances. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2022 | |
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 OTC swaps. Our futures, options, and OTC swaps are marked-to-market and changes in the fair value of these contracts are recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations. We are obligated to repurchase the crude oil and refined products from J. Aron at the termination of the Supply and Offtake Agreement. 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 Agreement 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 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. We elect to offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting agreement. Our consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 15—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. Our open futures and OTC swaps expire in April 2024. At December 31, 2022, our open commodity derivative contracts represented (in thousands of barrels): Contract type Purchases Sales Net Futures 50,892 (51,147) (255) Swaps 1,524 (2,014) (490) Total 52,416 (53,161) (745) At December 31, 2022, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries. The following table provides information on these option collars at our refineries as of December 31, 2022: 2022 Average barrels per month 67,500 Weighted-average strike price - floor (in dollars) $ 69.01 Weighted-average strike price - ceiling (in dollars) $ 92.36 Commencement date January 2023 Expiry date December 2023 Interest Rate Derivatives We are exposed to interest rate volatility in our ABL Revolver, Term Loan B Facility, Supply and Offtake Agreement, and Washington Refinery Intermediation Agreement. We may utilize interest rate swaps to manage our interest rate risk. As of December 31, 2020, we had entered into an interest rate swap at an average fixed rate of 3.91% in exchange for the floating interest rate on the notional amounts due under the Retail Property Term Loan. This swap was set to expire on April 1, 2024, the maturity date of the Retail Property Term Loan. On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan and the related interest rate swap. Upon redemption of our 5.00% Convertible Senior Notes on or after June 20, 2019 at our election, we were obligated to pay a make-whole premium equal to the present value of the remaining scheduled payments of interest on the 5.00% Convertible Senior Notes to be redeemed from the relevant redemption date to the maturity date of June 15, 2021. We determined that the redemption option and the related make-whole premium represented an embedded derivative that was not clearly and closely related to the 5.00% Convertible Senior Notes. As such, prior to the maturity date of June 15, 2021, we accounted for this embedded derivative at fair value with changes in the fair value recorded in Interest expense and financing costs, net on our consolidated statements of operations. On June 15, 2021, the 5.00% Convertible Senior Notes were repaid in full and the related embedded derivative was settled. The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2022 and 2021 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2022 2021 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 495 $ 1,260 Commodity derivatives Other accrued liabilities (10,989) (1,431) J. Aron repurchase obligation derivative Obligations under inventory financing agreements (12,156) (15,151) MLC terminal obligation derivative Obligations under inventory financing agreements 14,435 (22,170) _________________________________________________________ (1) Does not include cash collateral of $40.8 million and $6.1 million recorded in Prepaid and other current assets as of December 31, 2022, and December 31, 2021, respectively, and $9.5 million in Other long-term assets as of both December 31, 2022 and December 31, 2021. The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2022 2021 2020 Commodity derivatives Cost of revenues (excluding depreciation) $ (65,814) $ (22,417) $ (51,902) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) 2,995 5,646 (20,970) MLC terminal obligation derivative Cost of revenues (excluding depreciation) (49,636) (73,256) 39,820 Interest rate derivatives Interest expense and financing costs, net — 104 (2,265) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Goodwill At March 31, 2020, we performed a quantitative goodwill impairment test of all of our reporting units due to (i) the global economic impact of the COVID-19 pandemic and (ii) a steep decline in current and forecasted prices and demand for crude oil and refined products. As part of our quantitative impairment test, we compared the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. In assessing the fair value of the reporting units, we primarily utilized a market approach based on observable multiples for comparable companies within our industry. Our refining reporting units in Hawaii and Washington were fully impaired and the goodwill associated with our retail reporting unit in Washington and Idaho was partially impaired, resulting in a charge of $67.9 million in our consolidated statement of operations for the year ended December 31, 2020. The goodwill impairment expense was allocated to the Refining segment ($38.1 million) and to the Retail segment ($29.8 million). We consider the impairment of our goodwill to be a Level 3 fair value measurement. Investment in Laramie Energy 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 March 31, 2020, we conducted an impairment evaluation of our investment in Laramie Energy because of (i) the global economic impact of the COVID-19 pandemic, (ii) an increase in the weighted-average cost of capital for energy companies, and (iii) continuing declines in natural gas prices through the first quarter of 2020. Based on our evaluation, we determined that the estimated fair value of our investment in Laramie Energy was $1.9 million, compared to a carrying value of $47.2 million at March 31, 2020. The fair value estimate was determined using a discounted cash flow analysis based on natural gas forward strip prices as of March 31, 2020 for the years 2020 and 2021 of the forecast, and a blend of forward strip pricing and third-party analyst pricing for the years 2022 through 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 New York Mercantile Exchange (“NYMEX”) Henry Hub prices, which declined from an average spot price of $2.29 ($/MMBtu) at December 31, 2019 to $2.03 ($/MMBtu) in the first quarter of 2020, will recover in the near term. A discount rate of 10% was used to reflect the higher cost of capital under the economic conditions as of March 31, 2020. As a result, we recorded an other-than temporary impairment charge of $45.3 million in Equity losses from Laramie Energy, LLC on our consolidated statement of operations for the year ended December 31, 2020. Par West Refinery Pursuant to GAAP accounting guidelines, the Par West refinery was deemed abandoned in the fourth quarter of 2020 due to the following factors: the idling of the assets for more than an insignificant amount of time, the significant cost to restart the refinery, and a lack of a current plan or timeline to restart the refinery. Given the lack of alternative uses of the Par West refinery assets, we impaired all assets that are not expected to be used as part of our ongoing refining operations in Hawaii down to their salvage value, which is immaterial. As a result of this evaluation, we recorded an impairment charge of $17.9 million on our statement of operations for the year ended December 31, 2020. For the year ended December 31, 2021, we recorded $0.2 million of Impairment expense on our consolidated statement of operations related to this idling. Assets and Liabilities Measured at Fair Value on a Recurring Basis Derivative instruments 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 the embedded derivatives related to our J. Aron repurchase and MLC terminal obligations is based on estimates of the prices and differentials assuming settlement at the end of the reporting period. Estimates of the J. Aron and MLC settlement prices are based on observable inputs, such as Brent and WTI indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreement and Washington Refinery Intermediation Agreement. Such contractual differentials vary by location and by the type of product, have a weighted average of $14.07 per barrel, and range from a discount of $17.90 per barrel to a premium of $85.04 per barrel as of December 31, 2022. Contractual price differentials are considered unobservable inputs; therefore, these embedded derivatives are classified as Level 3 instruments. We do not have other commodity derivatives classified as Level 3 at December 31, 2022 or 2021. Please read Note 14—Derivatives for further information on derivatives. Gross Environmental credit obligations Estimates of our gross environmental credit obligations are based on the amount of RINs or other environmental credits required to comply with EPA regulations and the market prices of those RINs or other environmental credits as of the end of the reporting period. The gross environmental credit obligations are classified as a Level 2 instruments as we obtain the pricing inputs for our RINs and other environmental credits from brokers based on market quotes on similar instruments. Please read Note 17—Commitments and Contingencies for further information on the EPA regulations related to greenhouse gases. Financial Statement Impact Fair value amounts by hierarchy level as of December 31, 2022 and 2021 are presented gross in the tables below (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 161,541 $ 8,369 $ — $ 169,910 $ (169,415) $ 495 Liabilities Commodity derivatives $ (172,529) $ (7,875) $ — $ (180,404) $ 169,415 $ (10,989) J. Aron repurchase obligation derivative — — (12,156) (12,156) — (12,156) MLC terminal obligation derivative — — 14,435 14,435 — 14,435 Gross environmental credit obligations (2) — (549,791) — (549,791) — (549,791) Total (3) $ (172,529) $ (557,666) $ 2,279 $ (727,916) $ 169,415 $ (558,501) December 31, 2021 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 4,283 $ 4,513 $ — $ 8,796 $ (7,536) $ 1,260 Liabilities Commodity derivatives $ (3,964) $ (5,003) $ — $ (8,967) $ 7,536 $ (1,431) J. Aron repurchase obligation derivative — — (15,151) (15,151) — (15,151) MLC terminal obligation derivative — — (22,170) (22,170) — (22,170) Gross environmental credit obligations (2) — (311,014) — (311,014) — (311,014) Total (3) $ (3,964) $ (316,017) $ (37,321) $ (357,302) $ 7,536 $ (349,766) _________________________________________________________ (1) Does not include cash collateral of $50.3 million and $15.6 million as of December 31, 2022 and 2021, respectively, included within Prepaid and other current assets and Other long-term assets on our consolidated balance sheets. (2) Does not include RINs assets and other environmental credits of $258.2 million and $120.1 million presented as Inventories on our consolidated balance sheet and stated at the lower of cost and net realizable value as of December 31, 2022 and 2021, respectively. (3) The interest rate derivative was settled in February 2021, therefore, there is no asset or liability related to the interest rate derivative on December 31, 2022 or 2021. Please read Note 14—Derivatives for further information. A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Balance, beginning of period $ (37,321) $ (30,958) $ (22,750) Settlements 86,242 61,247 (31,328) Total gains (losses) included in earnings (46,642) (67,610) 23,120 Balance, end of period $ 2,279 $ (37,321) $ (30,958) The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 Carrying Value Fair Value ABL Credit Facility due 2025 (2) $ — $ — 7.75% Senior Secured Notes due 2025 (1) 277,137 276,785 Term Loan B Facility due 2026 (1) 198,268 201,094 12.875% Senior Secured Notes due 2026 (1) 30,127 34,029 December 31, 2021 Carrying Value Fair Value ABL Credit Facility due 2025 (2) $ — $ — 7.75% Senior Secured Notes due 2025 (1) 290,621 299,700 Term Loan B Facility due 2026 (1) 208,903 214,827 Senior Secured Notes due 2026 (1) 65,034 75,758 _________________________________________________________ (1) The fair value measurements of the 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes are considered Level 2 measurements in the fair value hierarchy as discussed below. (2) The fair value measurements of the ABL Credit Facility is considered Level 3 measurements in the fair value hierarchy. The fair value of all non-derivative financial instruments recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximated their carrying value due to their short-term nature. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases We have cancellable and non-cancellable finance and operating lease liabilities 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 The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities as of December 31, 2022 and 2021 and their placement within our consolidated balance sheets: Lease type Balance Sheet Location December 31, 2022 December 31, 2021 Assets Finance Property, plant, and equipment $ 21,150 $ 20,556 Finance Accumulated amortization (10,308) (8,397) Finance Property, plant, and equipment, net $ 10,842 $ 12,159 Operating Operating lease right-of-use assets 350,761 383,824 Total right-of-use assets $ 361,603 $ 395,983 Liabilities Current Finance Other accrued liabilities $ 1,782 $ 1,540 Operating Operating lease liabilities 66,081 53,640 Long-term Finance Finance lease liabilities 6,311 7,691 Operating Operating lease liabilities 292,701 335,094 Total lease liabilities $ 366,875 $ 397,965 Weighted-average remaining lease term (in years) Finance 5.60 6.29 Operating 9.00 11.28 Weighted-average discount rate Finance 7.38 % 7.46 % Operating 7.10 % 6.70 % The following table summarizes the lease costs recognized in our consolidated statements of operations (in thousands): Year Ended December 31, Lease cost type 2022 2021 2020 Finance lease cost Amortization of finance lease ROU assets $ 1,917 $ 1,913 $ 2,007 Interest on lease liabilities 619 655 654 Operating lease cost 89,591 91,882 106,256 Variable lease cost 5,478 6,716 9,802 Short-term lease cost 8,575 1,013 1,926 Net lease cost $ 106,180 $ 102,179 $ 120,645 Operating lease income (1) $ (11,030) $ (3,149) $ (3,201) _________________________________________________________ (1) At December 31, 2022 and 2021, Property, plant, and equipment, net associated with leased assets was approximately $9.2 million and $10.8 million, respectively. The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material. The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Year Ended December 31, Lease type 2022 2021 2020 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,620 $ 1,914 $ 1,932 Operating cash flows from finance leases 614 658 656 Operating cash flows from operating leases 85,681 89,677 103,270 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 594 1,936 3,476 ROU assets obtained in exchange for new operating lease liabilities 64,567 97,011 22,529 ROU assets terminated in exchange for release from finance lease liabilities — — — ROU assets terminated in exchange for release from operating lease liabilities 32,902 6,847 7,738 The table below includes the estimated future undiscounted cash flows for finance and operating leases as of December 31, 2022 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2023 $ 2,286 $ 88,546 $ 90,832 2024 1,955 75,129 77,084 2025 1,794 50,823 52,617 2026 1,327 45,777 47,104 2027 1,098 43,575 44,673 Thereafter 1,582 160,849 162,431 Total lease payments 10,042 464,699 474,741 Less amount representing interest (1,949) (105,917) (107,866) Present value of lease liabilities $ 8,093 $ 358,782 $ 366,875 Additionally, we have $11.6 million and $3.8 million in future undiscounted cash flows for operating leases and finance leases that have not yet commenced, respectively. These leases are expected to commence when the lessor has made the equipment or location available to us to operate or begin construction, respectively. Sale-Leaseback Transaction On February 11, 2021, PHL and Par Hawaii Property Company, LLC (collectively, the “Sellers”), both our wholly owned subsidiaries, entered into a Purchase Agreement and Escrow Instructions with MDC Coast HI 1, LLC, a subsidiary of Realty Income Corporation (the “Buyer”), and Fidelity National Title Insurance Company, pursuant to which the Sellers and Buyer agreed to consummate a sale-leaseback transaction (the “Sale-Leaseback Transactions”). Under the terms of the Purchase Agreement, the Sellers agreed to sell to the Buyer a total of twenty-two (22) retail convenience store/fuel station properties located in Hawaii (the “Sale-Leaseback Properties”) for an aggregate cash purchase price of $112.8 million, net of transaction fees. On February 23, 2021, the Sellers and Buyer closed the Sale-Leaseback Transactions with respect to twenty-one (21) Sale-Leaseback Properties for an aggregate cash purchase price of approximately $107.0 million, net of transaction fees. On March 12, 2021, the Sellers and Buyer closed the sale of one additional property for an aggregate cash purchase price of approximately $5.8 million, net of transaction fees. We recognized a gain of $63.9 million as a result of these transactions, which is included in Loss (gain) on sale of assets, net on our consolidated statements of operations for the year ended December 31, 2021. Upon the closings of the sales of the Sale-Leaseback Properties, PHL entered into a Master Land and Building Lease Agreement (the “Lease Agreement”) with the Buyer, pursuant to which, among other things, PHL leased the Sale-Leaseback Properties from the Buyer, on a commercial triple-net basis, for 15 years unless earlier terminated. The initial lease term may be extended for up to four five-year renewal terms in accordance with the terms of the Lease Agreement. Under the terms of the Lease Agreement, PHL is responsible for monthly rent and all expenses related to the leased facilities, including, but not limited to, insurance premiums, taxes, and other expenses, such as utilities. As a result of the Sale-Leaseback Transactions, we recorded operating ROU assets and lease liabilities of $81.3 million. Certain of the Sale-Leaseback Properties were treated as failed sale-leaseback transactions based on the terms of the lease. As such, we retained the book value of the assets and recognized a finance liability of $12.4 million included in Other accrued liabilities and Other liabilities on our consolidated balance sheet. In connection with PHL’s entry into the Lease Agreement, Par Petroleum, LLC, our wholly owned subsidiary, entered into a guaranty agreement in favor of the Buyer, pursuant to which, among other things, Par Petroleum, LLC guaranteed the payment when due of the monthly rent, and all other additional rent, interest, and charges payable by PHL to the Buyer under the Lease Agreement, and the performance by PHL of all the material terms, conditions, covenants, and agreements of the Lease Agreement. |
Leases | Leases We have cancellable and non-cancellable finance and operating lease liabilities 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 The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities as of December 31, 2022 and 2021 and their placement within our consolidated balance sheets: Lease type Balance Sheet Location December 31, 2022 December 31, 2021 Assets Finance Property, plant, and equipment $ 21,150 $ 20,556 Finance Accumulated amortization (10,308) (8,397) Finance Property, plant, and equipment, net $ 10,842 $ 12,159 Operating Operating lease right-of-use assets 350,761 383,824 Total right-of-use assets $ 361,603 $ 395,983 Liabilities Current Finance Other accrued liabilities $ 1,782 $ 1,540 Operating Operating lease liabilities 66,081 53,640 Long-term Finance Finance lease liabilities 6,311 7,691 Operating Operating lease liabilities 292,701 335,094 Total lease liabilities $ 366,875 $ 397,965 Weighted-average remaining lease term (in years) Finance 5.60 6.29 Operating 9.00 11.28 Weighted-average discount rate Finance 7.38 % 7.46 % Operating 7.10 % 6.70 % The following table summarizes the lease costs recognized in our consolidated statements of operations (in thousands): Year Ended December 31, Lease cost type 2022 2021 2020 Finance lease cost Amortization of finance lease ROU assets $ 1,917 $ 1,913 $ 2,007 Interest on lease liabilities 619 655 654 Operating lease cost 89,591 91,882 106,256 Variable lease cost 5,478 6,716 9,802 Short-term lease cost 8,575 1,013 1,926 Net lease cost $ 106,180 $ 102,179 $ 120,645 Operating lease income (1) $ (11,030) $ (3,149) $ (3,201) _________________________________________________________ (1) At December 31, 2022 and 2021, Property, plant, and equipment, net associated with leased assets was approximately $9.2 million and $10.8 million, respectively. The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material. The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Year Ended December 31, Lease type 2022 2021 2020 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,620 $ 1,914 $ 1,932 Operating cash flows from finance leases 614 658 656 Operating cash flows from operating leases 85,681 89,677 103,270 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 594 1,936 3,476 ROU assets obtained in exchange for new operating lease liabilities 64,567 97,011 22,529 ROU assets terminated in exchange for release from finance lease liabilities — — — ROU assets terminated in exchange for release from operating lease liabilities 32,902 6,847 7,738 The table below includes the estimated future undiscounted cash flows for finance and operating leases as of December 31, 2022 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2023 $ 2,286 $ 88,546 $ 90,832 2024 1,955 75,129 77,084 2025 1,794 50,823 52,617 2026 1,327 45,777 47,104 2027 1,098 43,575 44,673 Thereafter 1,582 160,849 162,431 Total lease payments 10,042 464,699 474,741 Less amount representing interest (1,949) (105,917) (107,866) Present value of lease liabilities $ 8,093 $ 358,782 $ 366,875 Additionally, we have $11.6 million and $3.8 million in future undiscounted cash flows for operating leases and finance leases that have not yet commenced, respectively. These leases are expected to commence when the lessor has made the equipment or location available to us to operate or begin construction, respectively. Sale-Leaseback Transaction On February 11, 2021, PHL and Par Hawaii Property Company, LLC (collectively, the “Sellers”), both our wholly owned subsidiaries, entered into a Purchase Agreement and Escrow Instructions with MDC Coast HI 1, LLC, a subsidiary of Realty Income Corporation (the “Buyer”), and Fidelity National Title Insurance Company, pursuant to which the Sellers and Buyer agreed to consummate a sale-leaseback transaction (the “Sale-Leaseback Transactions”). Under the terms of the Purchase Agreement, the Sellers agreed to sell to the Buyer a total of twenty-two (22) retail convenience store/fuel station properties located in Hawaii (the “Sale-Leaseback Properties”) for an aggregate cash purchase price of $112.8 million, net of transaction fees. On February 23, 2021, the Sellers and Buyer closed the Sale-Leaseback Transactions with respect to twenty-one (21) Sale-Leaseback Properties for an aggregate cash purchase price of approximately $107.0 million, net of transaction fees. On March 12, 2021, the Sellers and Buyer closed the sale of one additional property for an aggregate cash purchase price of approximately $5.8 million, net of transaction fees. We recognized a gain of $63.9 million as a result of these transactions, which is included in Loss (gain) on sale of assets, net on our consolidated statements of operations for the year ended December 31, 2021. Upon the closings of the sales of the Sale-Leaseback Properties, PHL entered into a Master Land and Building Lease Agreement (the “Lease Agreement”) with the Buyer, pursuant to which, among other things, PHL leased the Sale-Leaseback Properties from the Buyer, on a commercial triple-net basis, for 15 years unless earlier terminated. The initial lease term may be extended for up to four five-year renewal terms in accordance with the terms of the Lease Agreement. Under the terms of the Lease Agreement, PHL is responsible for monthly rent and all expenses related to the leased facilities, including, but not limited to, insurance premiums, taxes, and other expenses, such as utilities. As a result of the Sale-Leaseback Transactions, we recorded operating ROU assets and lease liabilities of $81.3 million. Certain of the Sale-Leaseback Properties were treated as failed sale-leaseback transactions based on the terms of the lease. As such, we retained the book value of the assets and recognized a finance liability of $12.4 million included in Other accrued liabilities and Other liabilities on our consolidated balance sheet. In connection with PHL’s entry into the Lease Agreement, Par Petroleum, LLC, our wholly owned subsidiary, entered into a guaranty agreement in favor of the Buyer, pursuant to which, among other things, Par Petroleum, LLC guaranteed the payment when due of the monthly rent, and all other additional rent, interest, and charges payable by PHL to the Buyer under the Lease Agreement, and the performance by PHL of all the material terms, conditions, covenants, and agreements of the Lease Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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. Tax and Related Matters We are also party to various other legal proceedings, claims, and regulatory, tax or government audits, inquiries and investigations that arise in the ordinary course of business. From time to time, Par Hawaii Refining, LLC has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulu’s property tax assessment for tax year 2023. During the first quarter of 2022, we received a tax assessment in the amount of $1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil between 2014 and 2016. We believe the Department of Revenue’s interpretation is in conflict with its prior guidance and we appealed in November 2022. By opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in Hawaii foreign trade zone from certain state taxes. We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such prior tax periods. Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit court of the state of Hawaii alleging that Par Hawaii Refining, LLC, Par Pacific Holdings, Inc. and certain unnamed defendants made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties, interest and injunctive relief. We dispute the allegations in the complaint and intend to vigorously defend ourselves in such proceeding. We believe the likelihood of an unfavorable outcome in these matters to be neither probable nor reasonably estimable. Environmental Matters Like other petroleum refiners, our operations are subject to extensive and periodically-changing federal, state, and local environmental laws and 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. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows. Wyoming Refinery Our Wyoming refinery is subject to a number of consent decrees, orders, and settlement agreements involving the 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 December 31, 2022, we have accrued $14.8 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 $300,000. Regulation of Greenhouse Gases Under the Energy Independence and Security Act (the “EISA”), the Renewable Fuel Standard (the “RFS”) requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply. Over time, higher annual RFS requirements have the potential to reduce demand for our refined transportation fuel products. In the near term, the RFS will be satisfied primarily with fuel ethanol blended into gasoline or by purchasing renewable credits, referred to as RINs, to maintain compliance. For additional information, please read Item 1. — Business — Environmental Regulations. As of December 31, 2022, our estimate of the renewable volume obligation (“RVO”) liability for the 2021 and 2022 compliance years is based on the RFS volumetric requirements which the EPA finalized on June 3, 2022. 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. There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA, RFS, 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 acquisition of PHR), Tesoro Corporation (“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 a consent decree. Indemnification In addition to its obligation to reimburse us for capital expenditures incurred pursuant to a 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 a 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 December 31, 2022, 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 are settled at a ratio of 54.4 shares per $1,000 of claim. Major Customers We sell a variety of refined products to a diverse customer base. For each of the years ended December 31, 2022, 2021, and 2020, we had one customer in our refining segment that accounted for 17%, 13%, and, 13%, respectively, of our consolidated revenue. No other customer accounted for more than 10% of our consolidated revenues during the years ended December 31, 2022, 2021, and 2020. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Our certificate of incorporation contains restrictions on the transfer of certain of our securities in order to preserve the net operating loss carryovers, capital loss carryovers, general business credit carryovers, and foreign tax credit carryovers, as well as any “net unrealized built-in loss” within the meaning of Section 382 of the Internal Revenue Service Code, of us or any direct or indirect subsidiary thereof. These restrictions include provisions regarding approval by our Board of Directors of transfers of common stock by holders of five percent or more of the outstanding common stock. Our debt agreements restrict the payment of dividends. Registration Rights Agreement In connection with our emergence from bankruptcy on August 31, 2012, we entered into a registration rights agreement (“Registration Rights Agreement”) providing the stockholders party thereto (“Stockholders”) with certain registration rights. The Registration Rights Agreement states that at any time after the consummation of a qualified public offering, any Stockholder or group of Stockholders that, together with its or their affiliates, holds more than fifteen percent of the Registrable Shares (as defined in the Registration Rights Agreement), will have the right to require us to file with the SEC a registration statement for a public offering of all or part of its Registrable Shares (each a “Demand Registration”), by delivery of written notice to the company (each, a “Demand Request”). Within 90 days after receiving the Demand Request, we must file with the SEC the registration statement with respect to the Demand Registration, subject to certain limitations as set forth in the Registration Rights Agreement. We are required to use commercially reasonable efforts to cause the registration statement to be declared effective as soon as practicable after such filing. In addition, subject to certain exceptions, if we propose to register any class of common stock for sale to the public, we are required, subject to certain conditions, to include all Registrable Shares with respect to which we have received written requests for inclusion. In connection with the closing of a private placement, we entered into an additional registration rights agreement with the purchasers of the shares. Under this registration rights agreement, we agreed to file a registration statement relating to the shares of common stock with the SEC within 60 days after the closing date of the sale which would be declared effective within 180 days of the closing date of the sale. We also agreed to use commercially reasonable efforts to keep the registration statement effective until the earliest to occur of (i) the disposition of all registrable securities, (ii) the availability under Rule 144 of the Securities Act of 1933, as amended, for each holder of registrable securities to immediately freely resell such registrable securities without volume restrictions, or (iii) the third anniversary of the effective date of the registration statement. This registration rights agreement also provides the right for a holder or group of holders of more than $50 million of registrable securities to demand that we conduct an underwritten public offering of the registrable securities. However, the demanding holders are limited to a total of three such underwritten offerings, with no more than one demand request for an underwritten offering made in any 365 day period. Additionally, this registration rights agreement contains customary indemnification rights and obligations for both us and the holders of registrable securities. If this registration statement does not remain effective for the applicable effectiveness period described above then from that date until cured, we must pay, as liquidated damages and not as a penalty, an amount in cash equal to 0.25% of the purchaser’s allocated purchase price per calendar month, not to exceed 0.75% of the allocated purchase price. The registration rights granted in each rights agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as suspension periods and, if a registration is for an underwritten offering, limitations on the number of shares to be included in the underwritten offering imposed by the managing underwriter. Issuance of Common Stock On March 16, 2021, we entered into an underwriting agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, in connection with an underwritten public offering (the “Equity Offering”) of 5.75 million shares of common stock, par value $0.01 per share, at a public offering price of $16.00 per share. We completed the issuance of these shares on March 19, 2021. The net proceeds from the Equity Offering were approximately $87.2 million, after deducting underwriting discounts and commissions and offering expenses. We used the net proceeds from the Equity Offering to repay the remaining $48.7 million in aggregate 5.00% Convertible Senior Notes due at maturity in June 2021 and $36.8 million in aggregate principal amount of 12.875% Senior Secured Notes, and the remainder for general corporate purposes, including capital expenditures and funding working capital. Share Repurchase Program On November 10, 2021, the Board authorized and approved a share repurchase program for up to $50 million of the currently outstanding shares of the Company’s common stock. Under the share repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal and state laws. The share repurchase program does not have a specified end date and may be limited or terminated at any time without prior notice. During the years ended December 31, 2022 and 2021, 420 thousand and 59 thousand shares were repurchased under this share repurchase program for a total of $5.8 million and $0.8 million, respectively. Incentive Plans Our incentive compensation plans are described below. Long Term Incentive Plan Under the Par Petroleum Corporation 2012 Long Term Incentive Plan (“Incentive Plan” or “LTIP”), as amended and restated, the Board, or a committee of the Board, may grant incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, and performance restricted stock units to directors and other employees or those of our subsidiaries. The maximum number of shares that may be granted under the LTIP is 9.0 million shares of common stock. At December 31, 2022, 3.4 million shares were available for future grants and awards under the LTIP. Restricted stock and restricted stock units awarded under the Incentive Plan are subject to restrictions, terms, and conditions, including forfeitures, as may be determined by the Board. During the period in which such restrictions apply, unless specifically provided otherwise in accordance with the terms of the Incentive Plan, the recipient of the restricted stock would be the record owner of the shares and have all of the rights of a stockholder with respect to the shares, including the right to vote and the right to receive dividends or other distributions made or paid with respect to the shares. The recipient of restricted stock units shall not have any of the rights of a stockholder of the Company until such units vest and convert into shares of common stock. The fair value of the restricted stock and stock units is generally determined based upon the quoted market price of our common stock on the date of grant. Restricted stock awards generally vest ratably over a four-year period. Restricted stock units do not vest ratably, rather they generally vest in full at the end of three years, while some restricted stock units vest over the same period of time with a one-year cliff. Stock options are issued with an exercise price equal to the fair market value of our common stock on the date of grant and are subject to such other terms and conditions as may be determined by the Board. The options generally expire eight years from the grant date, unless granted by the Board for a shorter term. Option grants generally vest ratably over a four-year period. Stock Purchase Plan The Stock Purchase Plan (as amended, the “SPP”) is limited to the Company’s qualifying executive officers and directors who qualify as accredited investors under Rule 501(a) of the Securities Act of 1933, as amended. The SPP provides that each participant may, subject to compliance with securities laws and other regulations and only during “window periods” as described in our insider trading policy as in effect from time to time, until the later to occur of (a) December 31, 2015 or (b) the eighteen month anniversary of the date that the participant commenced his or her employment or service with us, purchase, in a single transaction, up to $1 million of shares of our common stock (“the SPP Shares”) at a per share purchase price equal to the closing price of the common stock on the date of purchase. The sale or transfer of the SPP Shares by such participant would be limited for the earlier of (i) two years from the date of purchase or (ii) the termination of the participant’s service with us or any affiliates for any reason. Additionally, the SPP provides that each purchasing participant will be granted a number of shares of restricted common stock under the Incentive Plan equal to 20% of the SPP Shares purchased with 50% of the restricted common stock vesting on each of the two two The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Incentive Plan and Stock Purchase Plan (in thousands): Years Ended December 31, 2022 2021 2020 Restricted Stock Awards $ 5,172 $ 4,657 $ 3,939 Restricted Stock Units $ 1,451 $ 1,356 $ 1,510 Stock Option Awards $ 2,540 $ 1,939 $ 1,660 Employee Stock Purchase Plan Under the Par Pacific Holdings, Inc. 2018 Employee Stock Purchase Plan (“ESPP”), eligible employees may elect to purchase the Company’s common stock at 85% of the market price on the purchase date. Eligible employees may invest from 0% to 10% of their annual income subject to a $15 thousand annual maximum. The Board, or a committee of the Board, is authorized to set the market price discount percentages, any holding periods, and other purchasing terms and timing. The Company’s shareholders ratified the ESPP on May 8, 2018. The maximum number of shares that may be issued under the ESPP is 500 thousand shares of common stock. At December 31, 2022, 135 thousand shares remained available under the ESPP. During each of the years ended December 31, 2022, 2021, and 2020, we recognized $0.2 million of compensation costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) related to the 15% discount offered to employees under the ESPP. During the years ended December 31, 2022, 2021, and 2020, employees purchased 67 thousand, 85 thousand, and 145 thousand shares under the ESPP, respectively. Management Stock Purchase Plan On February 26, 2019, our Board approved the Par Pacific Holdings, Inc. 2019 Management Stock Purchase Plan (the “MSPP”). The MSPP provides executive management with an opportunity to receive restricted stock units (“RSUs”) by converting a portion of their cash bonus compensation into RSUs (“Deferred RSUs”) and receiving awards of matching RSUs, the amount of which are determined by the amount of compensation converted (“Matching RSUs”). A Deferred RSU and a Matching RSU each represents a right to receive one share of the Company’s common stock in the future, subject to the terms and conditions of the MSPP, including, but not limited to, vesting requirements. Shares of common stock issued pursuant to awards of Deferred RSUs and Matching RSUs will be issued from the shares reserved for issuance under the LTIP. As of December 31, 2022, no Deferred RSUs or Matching RSUs had been issued under the MSPP. Restricted Stock Awards and Restricted Stock Units The following tables summarize our restricted stock activity (in thousands, except per share amounts): Shares Weighted- Unvested balance at December 31, 2021 760 $ 17.19 Granted 464 15.27 Vested (336) 17.01 Forfeited (94) 16.49 Unvested balance at December 31, 2022 794 $ 16.24 Years Ended December 31, 2022 2021 2020 Weighted-average grant-date fair value per share of restricted stock awards and restricted stock units granted (in dollars) $ 15.27 $ 16.38 $ 16.97 Fair value of restricted stock awards and restricted stock units vested $ 5,718 $ 4,370 $ 3,787 As of December 31, 2022 and 2021, there were approximately $8.8 million and $9.0 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 1.69 years and 1.74 years, respectively. Performance Restricted Stock Units The following tables summarize our performance restricted stock activity (in thousands, except per unit amounts): Units Weighted- Unvested balance at December 31, 2021 158 $ 17.61 Granted 50 14.91 Vested (70) 17.31 Forfeited (25) 16.81 Unvested balance at December 31, 2022 113 $ 16.78 Years Ended December 31, 2022 2021 2020 Weighted-average grant-date fair value per share of performance restricted stock units granted (in dollars) $ 14.91 $ 16.52 $ 19.73 Fair value of performance restricted stock units vested $ 1,343 $ 940 $ 783 Performance restricted stock units a re subject to certain annual performance targets based on three-year performance periods as defined by our Board. As of December 31, 2022 and 2021, there were approximately $0.7 million and $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 1.69 years and 1.76 years, respectively. Stock Option Grants The fair value of each option is estimated on the grant date using the Black-Scholes option pricing model. The expected term represents the period of time that options are expected to be outstanding and is based upon the term of the option. The expected volatility represents the extent to which our stock price is expected to fluctuate between the grant date and the expected term of the award. We do not use an expected dividend yield in our fair value measurement as we are restricted from the payment of dividends. The risk-free rate is the implied yield available on U.S. Treasury securities with a remaining term equal to the expected term of the option at the date of grant. The weighted-average assumptions used to measure stock options granted during 2022, 2021, and 2020 are presented below. 2022 2021 2020 Expected life from date of grant (in years) 5.3 5.3 5.3 Expected volatility 55.4% 53.2% 33.2% Risk-free interest rate 1.83% 0.64% 1.31% The following table summarizes our stock option activity (in thousands, except per share amounts and term years): Number of Options Weighted-Average Weighted-Average Aggregate Outstanding balance at December 31, 2021 2,195 $ 18.50 4.2 $ 446 Issued 449 14.91 Exercised (349) 16.79 Forfeited / canceled / expired (275) 19.13 Outstanding balance at December 31, 2022 2,020 $ 17.92 4.3 $ 10,779 Exercisable, end of year 1,300 $ 18.94 3.2 $ 5,608 The estimated weighted-average grant-date fair value per share of options granted during the year ended December 31, 2022, 2021, and 2020 was $7.44, $7.72, and $6.30, respectively. As of December 31, 2022 and 2021, there were approximately $3.7 million and $3.8 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 1.79 years and 1.76 years, respectively. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans Defined Contribution Plans We maintain defined contribution plans for our employees. All eligible employees, including our U.S. Oil & Refining Co. employees beginning January 1, 2020, may participate in our Par plan after thirty days of service. For all employees participating in the Par plan, excluding participating U.S. Oil union employees, we match employee contributions up to a maximum of 6% of the employee’s eligible compensation, with the employer contributions vesting at 100%. Beginning in January 2021 and as part of cost reductions in response to the impact of the COVID-19 pandemic on our businesses, we temporarily suspended matching employee contributions for salaried employees with 2020 annual earnings in excess of the IRS highly compensated limit of $130,000. In January 2022, we resumed matching of all previously-suspended employee contributions. For the years ended December 31, 2022, 2021, and 2020, we made contributions to the plans totaling approximately $5.2 million, $3.1 million, and $5.6 million, respectively. Defined Benefit Plans We maintain defined benefit pension plans (the “Benefit Plans”) covering eligible Wyoming Refining employees and the employees of U.S. Oil covered by a collective bargaining agreement. Benefits under our Wyoming Refining plan are based on years of service and the employee’s highest average compensation received during five consecutive years of the last ten years of employment. Benefits under our U.S. Oil plan are based on the employee’s hourly rate of compensation at the beginning of each year of employment. Our funding policy is to contribute annually an amount equal to the pension expense, subject to the minimum funding requirements of the Employee Retirement Income Security Act of 1974 and the tax deductibility of such contributions. In December 2016, the Wyoming Refining plan was amended to freeze all future benefit accruals for salaried employees. In March 2021, the Wyoming Refining plan was amended (the “Plan Amendment”) to freeze all future benefit accruals for hourly plan participants. The Plan Amendment reduced the projected benefit obligation by $6.0 million. We recorded a $2.0 million Gain on curtailment of pension obligation in our consolidated statements of operations for the year ended December 31, 2021, and an unrealized actuarial gain of $4.0 million as Other post-retirement benefits income (loss), net of tax, in our consolidated statements of other comprehensive income for the year ended December 31, 2021. Similar to the evaluation done for the estimate as of December 31, 2020, the projected benefit obligation estimate was determined based on the present value of projected future benefit payments. In determining the discount rate, we used pricing and yield information for high-quality corporate bonds that result in payments similar to the estimated distributions of benefits from our plans. The weighted average discount rate used to determine benefit obligations increased from 2.65% to 3.25%, or 23%, from December 31, 2020 to March 31, 2021. The estimated rate of compensation increase remained 3% at the time of curtailment. The changes in the projected benefit obligation and the fair value of plan assets of our Benefit Plans for the years ended December 31, 2022 and 2021 were as follows (in thousands): 2022 2021 Changes in projected benefit obligation: Projected benefit obligation as of the beginning of the period $ 56,411 $ 60,479 Service cost 821 1,140 Interest cost 1,538 1,538 Plan amendment — (446) Actuarial gain (1) (15,178) (2,508) Benefits paid (2,225) (1,760) Curtailment — (2,032) Projected benefit obligation as of the end of the period $ 41,367 $ 56,411 Changes in fair value of plan assets: Fair value of plan assets as of the beginning of the period $ 49,821 $ 46,161 Actual return (loss) on plan assets (6,957) 5,420 Employer contributions — — Benefits paid (2,225) (1,760) Fair value of plan assets as of the end of the period $ 40,639 $ 49,821 ____________________________________________________ (1) For the year ended December 31, 2022, the change in the actuarial gain was due to an increase in the discount rate. For the year ended December 31, 2021, the change in the actuarial gain was due to an increase in the discount rate and strong asset performance. The underfunded status of our Benefit Plans is recorded within Other liabilities on our consolidated balance sheets and the funded status of our Benefit Plans is recorded within Other long-term assets on our consolidated balance sheets. The reconciliation of the underfunded status of our Benefit Plans of December 31, 2022 and 2021 was as follows: 2022 2021 WY Refining U.S. Oil WY Refining U.S. Oil Projected benefit obligation 24,730 16,637 34,333 22,078 Fair value of plan assets 21,940 18,699 28,076 21,745 Underfunded/(overfunded) status $ 2,790 $ (2,062) $ 6,257 $ 333 Amounts recognized in consolidated balance sheet: Non-current assets — 2,062 — — Non-current liabilities (2,790) — (6,257) (333) Net amount recorded $ (2,790) $ 2,062 $ (6,257) $ (333) Gross amounts recognized in accumulated other comprehensive income (loss): (1) Net actuarial gain (loss) 5,243 (318) 2,188 (2,892) Total accumulated other comprehensive income (loss) $ 5,243 $ (318) $ 2,188 $ (2,892) ____________________________________________________ (1) For the year ended December 31, 2022, we recognized an immaterial amount of service costs in accumulated other comprehensive income. Weighted-average assumptions used to measure our projected benefit obligation as of December 31, 2022, 2021, and 2020 and net periodic benefit costs for the years ended December 31, 2022, 2021 and 2020 are as follows: 2022 2021 2020 Projected benefit obligation: Wyoming Refining plan Discount rate (1) 5.15 % 2.85 % 2.65 % Rate of compensation increase — % — % 3.00 % U.S. Oil plan Discount rate (1) 5.00 % 2.70 % 2.35 % Rate of compensation increase 3.00 % 3.00 % 3.00 % Net periodic benefit costs: Wyoming Refining plan Discount rate (1) 2.85 % 3.25 % 3.30 % Expected long-term rate of return (2) 5.75 % 5.75 % 6.25 % Rate of compensation increase — % 3.00 % 3.00 % U.S. Oil plan Discount rate (1) 2.70 % 2.35 % 3.10 % Expected long-term rate of return (2) 6.00 % 6.00 % 6.00 % Rate of compensation increase 3.00 % 3.00 % 3.00 % _________________________________________________________ (1) In determining the discount rate, we use pricing and yield information for high-quality corporate bonds that result in payments similar to the estimated distributions of benefits from our plans. (2) The expected long-term rate of return is based on the target asset allocation of each plan and capital market assumptions developed using forward-looking models and historical market data and trends. The net periodic benefit credit for the years ended December 31, 2022, 2021, and 2020 includes the following components: 2022 2021 2020 Components of net periodic benefit (credit): Service cost $ 821 $ 1,140 $ 1,347 Interest cost 1,538 1,538 1,642 Expected return on plan assets (2,596) (2,375) (2,323) Amortization of net loss 3 245 176 Amortization of prior service cost — — 1 Effect of curtailment — (2,032) — Net periodic benefit credit $ (234) $ (1,484) $ 843 The Service cost component of net periodic benefit cost is included in Operating expense (excluding depreciation) on our consolidated statement of operations for the years ended December 31, 2022, 2021, and 2020. The other components of net periodic benefit cost are included in Other income (expense), net on our consolidated statement of operations for the years ended December 31, 2022, 2021, and 2020. The weighted-average asset allocation for our Wyoming Refining plan at December 31, 2022 is as follows: Target Actual Asset category: Equity securities 40 % 33 % Debt securities 50 % 49 % Real estate 10 % 18 % Total 100 % 100 % The weighted-average asset allocation for our U.S. Oil plan at December 31, 2022 is as follows: Target Actual Asset category: Equity securities 56 % 50 % Debt securities 43 % 50 % Cash and Cash Equivalents 1 % — % Total 100 % 100 % We have a long-term, risk-controlled investment approach using diversified investment options with minimal exposure to volatile investment options like derivatives. Our Benefit Plans’ assets are invested in pooled separate accounts administered by the Benefit Plans’ custodians. The underlying assets in the pooled separate accounts are invested in equity securities, debt securities, real estate, or cash and cash equivalents. The pooled separate accounts are valued based upon the fair market value of the underlying investments and are deemed to be Level 2. We do not intend to make any contributions to the Wyoming Refining plan or U.S. Oil plan during 2023. Based on current data and assumptions, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years: Year Ended 2023 $ 2,281 2024 2,322 2025 2,404 2026 2,632 2027 2,628 Thereafter 13,441 $ 25,708 |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per ShareBasic 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 61 thousand shares during the year ended December 31, 2020. The common stock warrants are included in the calculation of basic income (loss) per share for the year ended December 31, 2020, because they were issuable for minimal consideration. As of March 31, 2020, the previously outstanding common stock warrants had been exercised for common stock and no warrants were outstanding. The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2022 2021 2020 Net income (loss) $ 364,189 $ (81,297) $ (409,086) Plus: Net income effect of convertible securities — — — Numerator for diluted income (loss) per common share $ 364,189 $ (81,297) $ (409,086) Basic weighted-average common stock shares outstanding 59,544 58,268 53,295 Plus: dilutive effects of common stock equivalents (1) 339 — — Diluted weighted-average common stock shares outstanding 59,883 58,268 53,295 Basic income (loss) per common share $ 6.12 $ (1.40) $ (7.68) Diluted income (loss) per common share $ 6.08 $ (1.40) $ (7.68) Diluted income (loss) per common share excludes the following equity instruments because their effect would be anti-dilutive: Shares of unvested restricted stock 234 925 475 Shares of stock options 1,868 2,386 2,229 Common stock equivalents using the if-converted method of settling the 5.00% Convertible Senior Notes (2) — 1,230 2,704 ________________________________________________________ (1) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per common share for the years ended December 31, 2021 and 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As of December 31, 2022, we had approximately $1.2 billion in net operating loss carryforwards (“NOL carryforwards”); however, we currently have a valuation allowance against this and substantially all of our other deferred tax assets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. For the year ended December 31, 2022, we recorded an income tax expense of $0.7 million primarily driven by an increase in state taxable income. For the year ended December 31, 2021, we recorded an income tax expense of $1.0 million primarily driven by foreign withholding taxes. For the year ended December 31, 2020, we recorded an income tax benefit of $20.7 million primarily driven by an increase in our net operating loss carryforwards and the change in our indefinitely-lived goodwill due to the impairments. 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 December 31, 2022 and 2021. In connection with our emergence from bankruptcy on August 31, 2012, we experienced an ownership change as defined under Section 382 of the Code. Section 382 generally places a limit on the amount of NOL carryforwards and other tax attributes arising before an ownership change that may be used to offset taxable income after an ownership change. We believe that we have qualified for an exception to the general limitation rules under Code Section 382(l)(5) which provides for substantially less restrictive limitations on our NOL carryforwards. Our amended and restated certificate of incorporation places restrictions upon the ability of certain equity interest holders to transfer their ownership interest in us. These restrictions are designed to provide us with the maximum assurance that another ownership change does not occur that could adversely impact our NOL carryforwards. We believe that any adjustment to our uncertain tax positions would not have a material impact on our financial statements given the Company’s deferred tax and corresponding valuation allowance position as of December 31, 2022. 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, logistics, and retail 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, logistics, and retail operations. We will continue to assess the realizability of our deferred tax assets based on consideration of actual operating results. 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. Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 Current: U.S.—Federal $ — $ — $ — U.S.—State 362 26 51 Foreign 73 1,255 125 Deferred: U.S.—Federal 236 (223) (20,509) U.S.—State 39 (37) (387) Total $ 710 $ 1,021 $ (20,720) Income tax expense was different from the amounts computed by applying U.S. Federal income tax rate to pretax income as a result of the following: Year Ended December 31, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 0.1 % — % 0.1 % Foreign taxes — % (1.6) % — % Change in valuation allowance related to current activity (21.3) % (20.1) % (14.0) % Permanent items 0.4 % (0.6) % (2.3) % Actual income tax rate 0.2 % (1.3) % 4.8 % Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss $ 308,457 $ 424,112 Intangible assets 830 1,912 Environmental credit obligations 71,424 40,097 Other 4,099 16,137 Total deferred tax assets 384,810 482,258 Valuation allowance (330,456) (421,387) Net deferred tax assets 54,354 60,871 Deferred tax liabilities: Inventory 5,891 9,820 Property and equipment 54,124 56,436 Total deferred tax liabilities 60,015 66,256 Total deferred tax liability, net $ (5,661) $ (5,385) We have NOL carryforwards as of December 31, 2022 of $1.2 billion for federal income tax purposes. If not utilized, approximately $1.0 billion of our NOL carryforwards will expire during 2029 through 2037. Approximately $0.2 billion of our NOL carryforwards do not expire. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We report the results for the following four reportable segments: (i) Refining, (ii) Logistics, (iii) Retail, and (iv) Corporate and Other. Summarized financial information concerning reportable segments consists of the following (in thousands): For the year ended December 31, 2022 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 7,046,060 $ 198,821 $ 570,206 $ (493,302) $ 7,321,785 Cost of revenues (excluding depreciation) 6,332,694 109,458 428,712 (494,850) 6,376,014 Operating expense (excluding depreciation) 245,992 14,988 81,229 — 342,209 Depreciation and amortization 65,472 20,579 10,971 2,747 99,769 Loss (gain) on sale of assets, net 1 (253) 56 27 (169) General and administrative expense (excluding depreciation) — — — 62,396 62,396 Acquisition and integration costs — — — 3,663 3,663 Operating income (loss) $ 401,901 $ 54,049 $ 49,238 $ (67,285) $ 437,903 Interest expense and financing costs, net (68,288) Debt extinguishment and commitment costs (5,329) Gain on curtailment of pension obligation — Other income, net 613 Income before income taxes 364,899 Income tax expense (710) Net income $ 364,189 Total assets $ 2,580,298 $ 412,336 $ 244,233 $ 43,780 $ 3,280,647 Goodwill 39,821 55,232 34,272 — 129,325 Capital expenditures 31,967 12,094 7,652 1,312 53,025 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $493.3 million for the year ended December 31, 2022. For the year ended December 31, 2021 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 4,471,111 $ 184,734 $ 456,416 $ (402,172) $ 4,710,089 Cost of revenues (excluding depreciation) 4,306,371 96,828 337,476 (402,201) 4,338,474 Operating expense (excluding depreciation) 213,102 14,722 71,845 — 299,669 Depreciation and amortization 58,258 22,044 10,880 3,059 94,241 Impairment expense 1,838 — — — 1,838 Loss on sale of assets, net (19,659) (19) (45,034) 15 (64,697) General and administrative expense (excluding depreciation) — — — 48,096 48,096 Acquisition and integration costs — — — 87 87 Operating income (loss) $ (88,799) $ 51,159 $ 81,249 $ (51,228) $ (7,619) Interest expense and financing costs, net (66,493) Debt extinguishment and commitment costs (8,144) Gain on curtailment of pension obligation 2,032 Other expense, net (52) Loss before income taxes (80,276) Income tax expense (1,021) Net loss $ (81,297) Total assets $ 1,928,987 $ 398,182 $ 228,245 $ 14,837 $ 2,570,251 Goodwill 39,821 55,232 32,209 — 127,262 Capital expenditures 15,689 6,801 5,917 1,126 29,533 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $402.2 million for the year ended December 31, 2021. For the year ended December 31, 2020 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 2,886,701 $ 180,909 $ 363,713 $ (306,453) $ 3,124,870 Cost of revenues (excluding depreciation) 2,908,870 110,385 234,885 (306,443) 2,947,697 Operating expense (excluding depreciation) 199,738 13,581 64,108 — 277,427 Depreciation and amortization 53,930 21,899 10,692 3,515 90,036 Impairment expense 55,989 — 29,817 — 85,806 General and administrative expense (excluding depreciation) — — — 41,288 41,288 Acquisition and integration costs — — — 614 614 Operating income (loss) $ (331,826) $ 35,044 $ 24,211 $ (45,427) $ (317,998) Interest expense and financing costs, net (70,222) Other income, net 1,049 Change in value of common stock warrants 4,270 Equity losses from Laramie Energy, LLC (46,905) Loss before income taxes (429,806) Income tax benefit 20,720 Net loss $ (409,086) Total assets $ 1,478,603 $ 444,800 $ 193,365 $ 17,093 $ 2,133,861 Goodwill 39,821 55,232 32,944 — 127,997 Capital expenditures 38,781 20,898 2,547 1,296 63,522 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $306.5 million for the year ended December 31, 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Convertible Notes Offering In June 2016, we issued $115 million in aggregate principal amount of our 5.00% Convertible Senior Notes in a private placement under Rule 144A in the Notes Offering. Affiliates of Whitebox and Highbridge purchased an aggregate of $47.5 million and $40.4 million, respectively, principal amount of the 5.00% Convertible Senior Notes in the Notes Offering. In June 2021, the remaining aggregate principal amount of the 5.00% Convertible Senior Notes were paid in full at maturity. Please read Note 13—Debt for further discussion. 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 5% 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Refinancing of Term Loan B On February 14, 2023, we priced the proposed private $550 million aggregate principal amount senior secured term loan B due 2030. We intend to use the proceeds from the proposed term loan to refinance the Company’s existing Term Loan B Facility and its outstanding Notes (as described below) and for general corporate purposes. Tender Offers On February 15, 2023, we announced the commencement of cash tender offers (the “Tender Offers”) for the purchase by PPL of any and all of the (i) 7.75% Senior Secured Notes and (ii) 12.875% Senior Secured Notes (together, the “Notes”). The Tender Offers were for cash consideration of $1,021.20 per $1,000 principal amount of 7.75% Senior Secured Notes and $1,090.44 per $1,000 principal amount of 12.875% Senior Secured Notes, plus an amount equal to any accrued and unpaid interest. The Tender Offers expired on February 23, 2023, and $260.6 million, or approximately 92.74%, of the 7.75% Senior Secured Notes and $29.0 million, or approximately 92.73%, of the 12.875% Senior Secured Notes were validly tendered and not validly withdrawn, In addition, $270 thousand aggregate principal amount of the 7.75% Senior Secured Notes were tendered subject to guaranteed delivery procedures. Subject to raising at least $550 million in gross proceeds under the proposed term loan, we expect to accept for payment all notes validly tendered during the offering period and all notes properly delivered under guaranteed delivery procedures and expects to make payment on all such notes on February 28, 2023. As described below, we have exercised optional redemption rights with respect to any outstanding Notes and intend to satisfy and discharge each indenture governing the Notes, as applicable, on the settlement date. Redemption of Notes On February 15, 2023, we issued notices of conditional redemption (collectively, the “Redemption”) for each series of the Notes pursuant to the applicable agreements, in each case subject to the successful refinancing of Term Loan B. Amendments In connection with the above, (i) the ABL Borrowers and the lenders, and Bank of America, N.A., as administrative agent, entered into the First Amendment, dated as of February 14, 2023, to Amended and Restated Loan and Security Agreement, dated as of February 2, 2022, (ii) Par Hawaii Refining, LLC, PPL and J. Aron & Company, LLC entered into the Amendment, dated as of February 13, 2023, to Second Amended and Restated Supply and Offtake Agreement, dated as of June 1, 2021, and (iii) U.S. Oil & Refining Co., PPL and Merrill Lynch Commodities, Inc. entered into a letter agreement dated February 15, 2023, in each case, to facilitate the refinancing and tender offers noted. |
Condensed Financial Information
Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Financial Information of Registrant | SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) BALANCE SHEETS (in thousands, except share data) December 31, 2022 December 31, 2021 ASSETS Current assets Cash and cash equivalents $ 2,547 $ 4,086 Restricted cash 331 330 Total cash, cash equivalents, and restricted cash 2,878 4,416 Prepaid and other current assets 2,229 15,664 Due from subsidiaries 229,431 94,676 Total current assets 234,538 114,756 Property, plant, and equipment Property, plant, and equipment 19,865 19,535 Less accumulated depreciation and amortization (14,967) (13,869) Property, plant, and equipment, net 4,898 5,666 Long-term assets Operating lease right-of-use (“ROU”) assets 2,649 3,280 Investment in subsidiaries 487,943 207,483 Other long-term assets 723 724 Total assets $ 730,751 $ 331,909 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 4,176 $ 1,386 Accrued taxes 47 48 Operating lease liabilities 787 608 Other accrued liabilities 511 9,805 Due to subsidiaries 77,420 50,195 Total current liabilities 82,941 62,042 Long-term liabilities Finance lease liabilities — 17 Operating lease liabilities 3,273 4,150 Total liabilities 86,214 66,209 Stockholders’ equity Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued — — Common stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2022 and December 31, 2021, 60,470,837 shares and 60,161,955 shares issued at December 31, 2022 and December 31, 2021, respectively 604 602 Additional paid-in capital 836,491 821,713 Accumulated deficit (200,687) (559,117) Accumulated other comprehensive income (loss) 8,129 2,502 Total stockholders’ equity 644,537 265,700 Total liabilities and stockholders’ equity $ 730,751 $ 331,909 This statement should be read in conjunction with the notes to consolidated financial statements. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF OPERATIONS (in thousands) Year Ended December 31, 2022 2021 2020 Operating expenses Depreciation and amortization $ 2,131 $ 2,452 $ 2,900 Loss (gain) on sale of assets, net 27 15 — General and administrative expense (excluding depreciation) 17,882 12,435 11,097 Acquisition and integration costs 3,396 87 — Total operating expenses 23,436 14,989 13,997 Operating loss (23,436) (14,989) (13,997) Other income (expense) Interest expense and financing costs, net (1) (2,600) (4,982) Other expense, net (20) (33) (3) Change in value of common stock warrants — — 4,270 Equity in earnings (losses) from subsidiaries 388,008 (63,649) (394,197) Total other income (expense), net 387,987 (66,282) (394,912) Income (loss) before income taxes 364,551 (81,271) (408,909) Income tax expense (362) (26) (177) Net income (loss) $ 364,189 $ (81,297) $ (409,086) This statement should be read in conjunction with the notes to consolidated financial statements. STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2022 2021 2020 Net income (loss) $ 364,189 $ (81,297) $ (409,086) Other comprehensive income (loss): (1) Other post-retirement benefits income (loss), net of tax 5,627 6,244 (4,324) Total other comprehensive income (loss), net of tax 5,627 6,244 (4,324) Comprehensive income (loss) $ 369,816 $ (75,053) $ (413,410) ____________________________________________________ (1) Other comprehensive income (loss) relates to benefit plans at our subsidiaries. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net income (loss) $ 364,189 $ (81,297) $ (409,086) Adjustments to reconcile net income (loss) to cash used in operating activities: Depreciation and amortization 2,131 2,452 2,900 Non-cash interest expense — 1,364 2,518 Change in value of common stock warrants — — (4,270) Loss (gain) on sale of assets, net 27 15 — Stock-based compensation 9,353 8,165 7,342 Equity in losses (income) of subsidiaries (388,008) 63,649 394,197 Net changes in operating assets and liabilities: Prepaid and other assets 13,436 1,318 (4,253) Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities 2,651 (1,380) (187) Net cash provided by (used in) operating activities 3,779 (5,714) (10,839) Cash flows from investing activities: Investments in subsidiaries — (146,056) — Distributions from subsidiaries — 90,183 4,113 Capital expenditures (1,311) (1,126) (1,296) Due to (from) subsidiaries 5,645 29,752 5,768 Proceeds from sale of assets — — 14 Net cash provided by (used in) investing activities 4,334 (27,247) 8,599 Cash flows from financing activities: Proceeds from sale of common stock, net of offering costs — 87,193 — Proceeds from borrowings — 12,364 14,437 Repayments of borrowings (9,319) (62,111) (18,603) Other financing activities, net (332) (879) 164 Net cash provided by (used in) financing activities (9,651) 36,567 (4,002) Net increase (decrease) in cash, cash equivalents, and restricted cash (1,538) 3,606 (6,242) Cash, cash equivalents, and restricted cash at beginning of period 4,416 810 7,052 Cash, cash equivalents, and restricted cash at end of period $ 2,878 $ 4,416 $ 810 Supplemental cash flow information: Net cash received (paid) for: Interest $ (3) $ (1,230) $ (2,475) Taxes (15) 27 (28) Non-cash investing and financing activities: Accrued capital expenditures $ 372 $ 131 $ 233 ROU assets obtained in exchange for new finance lease liabilities — — 173 ROU assets obtained in exchange for new operating lease liabilities — 165 — This statement should be read in conjunction with the notes to consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Par Pacific Holdings, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation. |
Use of Estimates | Use of Estimates The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. |
Restricted Cash | Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support letter of credit facilities and certain ongoing bankruptcy recovery trust claims. |
Allowance for Credit Losses | Allowance for Credit LossesWe are exposed to credit losses primarily through our sales of refined products. Credit limits and/or prepayment requirements are set based on such factors as the customer’s financial results, credit rating, payment history, and industry and are reviewed annually for customers with material credit limits. Credit allowances are reviewed at least quarterly based on changes in the customer’s creditworthiness due to economic conditions, liquidity, and business strategy as publicly reported and through discussions between the customer and the Company. We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable. |
Inventories | Inventories Commodity inventories, excluding commodity inventories at the Washington refinery, are stated at the lower of cost and net realizable value (“NRV”) using the first-in, first-out (“FIFO”) inventory accounting method. Commodity inventories at the Washington refinery are stated at the lower of cost and NRV using the last-in, first-out (“LIFO”) inventory accounting method. We value merchandise along with spare parts, materials, and supplies at average cost. All of the crude oil utilized at the Hawaii refinery is financed by J. Aron & Company LLC (“J. Aron”) under the Supply and Offtake Agreement as described in Note 11—Inventory Financing Agreements. The crude oil remains in the legal title of J. Aron and is stored in our storage tanks governed by a storage agreement. Legal title to the crude oil passes to us at the tank outlet. After processing, J. Aron takes title to the refined products stored in our storage tanks until they are sold to our retail locations or to third parties. We record the inventory owned by J. Aron on our behalf as inventory with a corresponding obligation on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and we are obligated to repurchase the inventory. We are party to an intermediation arrangement (the “Washington Refinery Intermediation Agreement”) with Merrill Lynch Commodities, Inc. (“MLC”) as described in Note 11—Inventory Financing Agreements. Under this arrangement, U.S. Oil & Refining Co. and certain affiliated entities (collectively, “U.S. Oil”) 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 these inventories, exclusively to MLC. We enter into refined product and crude oil exchange agreements with other oil companies. Exchange receivables or payables are stated at cost and are presented within Trade accounts receivable and Accounts payable on our consolidated balance sheets. |
Environmental Credits and Obligations | Environmental Credits and Obligations Inventories also include Renewable Identification Numbers (“RINs”), sulfur credits, and other environmental credits. Our RINs assets, which include RINs purchased in the open market and RINs obtained by purchasing biofuels which are later blended into our refined products, are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and NRV as of the end of the reporting period. Our sulfur credits and other environmental credits generated as part of our refining process are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and NRV as of the end of the reporting period. Our renewable volume obligation and other environmental credit obligations to comply with the |
Investment in Laramie Energy, LLC | Investment in Laramie Energy, LLCPrior to June 30, 2020, we accounted for our Investment in Laramie Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies. Our proportionate share of the net income (loss) of this entity was included in Equity losses from Laramie Energy, LLC in the consolidated statements of operations. As of June 30, 2020, we discontinued the application of the equity method of accounting for our investment in Laramie Energy because the book value of such investment had been reduced to zero. The investment is reviewed for impairment when events or changes in circumstances indicate that there may have been an other-than-temporary decline in the value of the investment. |
Property Plant and Equipment | Property, Plant, and Equipment We capitalize the cost of additions, major improvements, and modifications to property, plant, and equipment. The cost of repairs and normal maintenance of property, plant, and equipment is expensed as incurred. Major improvements and modifications of property, plant, and equipment are those expenditures that either extend the useful life, increase the capacity, or improve the operating efficiency of the asset or the safety of our operations. We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 2 to 47 Logistics 3 to 30 Retail 3 to 40 Corporate 3 to 7 Software 3 to 5 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value. If this occurs, an impairment loss is recognized for the difference between the fair value and carrying value. Factors that indicate potential impairment include a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset, and a significant change in the asset’s physical condition or use. Simultaneously with our review of our property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment, we evaluate whether an abandonment has occurred. Abandonment occurs either when a business terminates its operations or an asset is no longer profitable to operate. When the act of abandonment occurs, we determine if the assets have a shortened useful life or should be considered abandoned and accelerate depreciation or write off the asset balance and any associated accumulated depreciation and record an impairment loss. |
Lease Liabilities and Right-of-Use Assets | Lease Liabilities and Right-of-Use Assets 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 right-of-use assets (“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, however, the lease liability associated with leases calculated through the use of implicit rates is not significant. Certain leases include provisions for variable payments based upon |
Asset Retirement Obligations | Asset Retirement Obligations We record asset retirement obligations (“AROs”) at fair value in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the fair value of the liability. Our AROs arise from our refining, logistics, and retail operations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. When the liability is initially recorded, we capitalize the cost by increasing the book value of the related long-lived tangible asset. The liability is accreted to its estimated settlement value with accretion expense recognized in Depreciation and amortization (“D&A”) on our consolidated statements of operations and the related capitalized cost is depreciated over the asset’s useful life. The difference between the settlement amount and the recorded liability is recorded as a gain or loss on asset disposals in our consolidated statements of operations. We estimate settlement dates by considering our past practice, industry practice, contractual terms, management’s intent, and estimated economic lives. We cannot currently estimate the fair value for certain AROs primarily because we cannot estimate settlement dates (or ranges of dates) associated with these assets. These AROs include hazardous materials disposal (such as petroleum manufacturing by-products, chemical catalysts, and sealed insulation material containing asbestos) and removal or dismantlement requirements associated with the closure of our refining facilities, terminal facilities, or pipelines, including the demolition or removal of certain major processing units, buildings, tanks, pipelines, or other equipment. |
Deferred Turnaround Costs | Deferred Turnaround CostsRefinery turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries, are deferred and amortized on a straight-line basis over the period of time estimated until the next planned turnaround (generally three |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the amount the purchase price exceeds the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1. We assess the recoverability of the carrying value of goodwill during the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required. Under the quantitative test, we compare the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss is recorded. During the year ended December 31, 2020, we recorded goodwill impairment charges of $67.9 million related to our Refining and Retail segments. Please read Note 10—Goodwill and Intangible Assets for further discussion on the goodwill impairment. Our intangible assets include relationships with customers, trade names, and trademarks. These intangible assets are amortized over their estimated useful lives on a straight-line basis. We evaluate the carrying value of our intangible assets when impairment indicators are present. When we believe impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of the intangible assets are prepared. If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values. |
Environmental Matters | Environmental Matters We capitalize environmental expenditures that extend the life or increase the capacity of facilities as well as expenditures that prevent environmental contamination. We expense costs that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation. We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated. Cost estimates are based on the expected timing and extent of remedial actions required by governing agencies, experience gained from similar sites for which environmental assessments or remediation have been completed, and the amount of our anticipated liability considering the proportional liability and financial abilities of other responsible parties. Usually, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Estimated liabilities are not discounted to present value and are presented within Other liabilities on our consolidated balance sheets. Environmental expenses are recorded in Operating expense (excluding depreciation) on our consolidated statements of operations. |
Derivatives and Other Financial Instruments | Derivatives and Other Financial instruments We are exposed to commodity price risk related to crude oil and refined products. We manage this exposure through the use of various derivative commodity instruments. These instruments include exchange traded futures and over-the-counter (“OTC”) swaps, forwards, and options. For our forward contracts that are derivatives, we have elected the normal purchase normal sale exclusion, as it is our policy to fulfill or accept the physical delivery of the product and we will not net settle. Therefore, we did not recognize the unrealized gains or losses related to these contracts in our consolidated financial statements. All derivative instruments not designated as normal purchases or sales are recorded in the balance sheet as either assets or liabilities measured at their fair values. Changes in the fair value of these derivative instruments are recognized currently in earnings. We have not designated any derivative instruments as cash flow or fair value hedges and, therefore, do not apply hedge accounting treatment. In addition, we may have other financial instruments, such as warrants or embedded debt features, that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in our control, or (c) the instruments contain other provisions that cause us to conclude that they are not indexed to our equity. Our embedded derivatives include our obligations to repurchase crude oil and refined products from J. Aron at the termination of the Supply and Offtake Agreement and to repay MLC for monthly crude oil and refined product financing under the Washington Refinery Intermediation Agreement. These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. |
Income Taxes | Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We have determined that any uncertain tax positions outstanding at December 31, 2022 and 2021 would not have a material impact on our financial condition, results of operations, or cash flows as any uncertain tax positions taken would have been fully covered by the Company’s deferred tax assets related to its historical net operating losses and corresponding valuation allowance. As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2019, 2020, and 2021. However, since we have NOL carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried. Therefore, in a year in which a NOL deduction is claimed, the IRS may examine the year in which the NOL was generated and |
Stock Based Compensation | Stock-Based CompensationWe recognize the cost of share-based payments on a straight-line basis over the period the employee provides service, generally the vesting period, and include such costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) in the consolidated statements of operations. We account for forfeitures as they occur. The grant date fair value of restricted stock awards is equal to the market price of our common stock on the date of grant. The fair value of stock options is estimated using the Black-Scholes option-pricing model as of the date of grant. |
Revenue Recognition | Revenue Recognition Refining and Retail Our refining and retail segment revenues are primarily associated with the sale of refined products. We recognize revenues upon physical delivery of refined products to a customer, which is the point in time at which control of the refined products is transferred to the customer. The pricing of our refined products is variable and primarily driven by commodity prices. The refining segment’s contracts with its customers state the terms of the sale, including the description, quantity, delivery terms, and price of each product sold. Payments from refining and bulk retail customers are generally due in full within 2 to 30 days of product delivery or invoice date. Payments from our other retail customers occur at the point of sale and are typically collected in cash or occur by credit or debit card. As such, we have no significant financing element to our revenues and have immaterial product returns and refunds. We account for certain transactions on a net basis under Financial Accounting Standards Board (“FASB”) ASC Topic 845, “Nonmonetary Transactions.” These transactions include nonmonetary crude oil and refined product exchange transactions, certain crude oil buy/sell arrangements, and sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another. We made an accounting policy election to apply the sales tax practical expedient, whereby all taxes assessed by a governmental authority that are both imposed on and concurrent with a revenue-producing transaction and collected from our customers will be recognized on a net basis within Cost of revenues (excluding depreciation). Logistics We recognize transportation and storage fees as services are provided to a customer. Substantially all of our logistics revenues represent intercompany transactions that are eliminated in consolidation. Cost Classifications Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our environmental credit obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains and 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. |
Benefit Plans | Benefit Plans We recognize an asset for the overfunded status or a liability for the underfunded status of our defined benefit pension plans. The funded status is recorded within Other liabilities on our consolidated balance sheets. Certain changes in the plans’ funded status are recognized in Other comprehensive income (loss) in the period the change occurs. |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are categorized with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority given to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 – Assets or liabilities for which the item is valued based on quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Assets or liabilities valued based on observable market data for similar instruments. Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed and considers risk premiums that a market participant would require. The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our policy is to recognize transfers in and/or out of fair value hierarchy levels as of the end of the reporting period for which the event or change in circumstances caused the transfer. We have consistently applied these valuation techniques for the periods presented. The fair value of the J. Aron repurchase obligation and Washington Refinery Intermediation Agreement derivatives are measured using estimates of the prices and differentials assuming settlement at the end of the reporting period. |
Income (Loss) Per Share | Income (Loss) Per ShareBasic income (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under the warrants. The common stock warrants were included in the calculation of basic EPS because they were issuable for minimal consideration. Basic and diluted EPS are computed taking into account the effect of participating securities. Participating securities include restricted stock that has been issued but has not yet vested. Please read Note 20—Income (Loss) Per Share for further information. |
Foreign Currency Transactions | Foreign Currency Transactions We may, on occasion, enter into transactions denominated in currencies other than the U.S. dollar, which is our functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income (expense), net, in the accompanying consolidated statement of operations in the period in which the currency exchange rates change. |
Accounting Principles Not Yet Adopted and Accounting Principles Adopted | Accounting Principles Not Yet Adopted In October 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 updates the current guidance to require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers” as if the acquiring entity had originated the contracts. This ASU improves comparability by providing consistent guidance between revenue contracts with customers acquired in a business combination and those not acquired in a business combination. The guidance in ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. This ASU will change the policy under which we account for future business combinations. On September 30, 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This ASU defines supplier finance programs and establishes new disclosure requirements for such programs. For programs meeting that definition, this ASU requires annual disclosures of key terms, obligations, and certain information related to these programs. Interim disclosure of the amount of outstanding obligations is also required. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. This ASU will expand our disclosures for qualified supplier finance programs. Accounting Principles Adopted On January 1, 2022, we adopted ASU No. 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”) . This ASU clarifies treatment of modifications or exchanges of call options or warrants classified in equity. As we do not have any such items classified in equity as of December 31, 2022, our adoption of ASU 2021-04 did not have a material impact on our financial condition, results of operations, and cash flows. On January 1, 2022, we adopted ASU No. 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Property Plant And Equipment | We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 2 to 47 Logistics 3 to 30 Retail 3 to 40 Corporate 3 to 7 Software 3 to 5 |
Summary of Depreciation Expense | The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our consolidated statements of operations (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenues $ 20,437 $ 21,903 $ 21,755 Operating expense 51,901 52,338 56,637 General and administrative expense 2,661 2,972 3,429 |
Investment in Laramie Energy,_2
Investment in Laramie Energy, LLC (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2020 Beginning balance $ 46,905 Equity earnings (losses) from Laramie Energy (1) (1,611) Impairment of our investment in Laramie Energy (45,294) Ending balance (1) $ — ________________________________________________________ (1) As of June 30, 2020, we discontinued the application of the equity method of accounting for our investment in Laramie Energy because the book value of such investment has been reduced to zero. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands): Year Ended December 31, 2022 Refining Logistics Retail Product or service: Gasoline $ 1,999,065 $ — $ 428,959 Distillates (1) 3,139,807 — 46,392 Other refined products (2) 1,890,813 — — Merchandise — — 91,289 Transportation and terminalling services — 198,821 — Other revenue 16,375 — 3,566 Total segment revenues (3) $ 7,046,060 $ 198,821 $ 570,206 Year Ended December 31, 2021 Refining Logistics Retail Product or service: Gasoline $ 1,472,335 $ — $ 333,396 Distillates (1) 1,927,851 — 27,057 Other refined products (2) 1,065,555 — — Merchandise — — 92,004 Transportation and terminalling services — 184,734 — Other revenue 5,370 — 3,959 Total segment revenues (3) $ 4,471,111 $ 184,734 $ 456,416 Year Ended December 31, 2020 Refining Logistics Retail Product or service: Gasoline $ 846,294 $ — $ 241,003 Distillates (1) 1,256,618 — 30,739 Other refined products (2) 753,591 — — Merchandise — — 90,173 Transportation and terminalling services — 180,909 — Other revenue 30,198 — 1,798 Total segment revenues (3) $ 2,886,701 $ 180,909 $ 363,713 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, gas oil, and asphalt. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories at December 31, 2022 and 2021 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreement (1) Total December 31, 2022 Crude oil and feedstocks $ 112,082 $ 265,536 $ 377,618 Refined products and blendstock 188,040 168,624 356,664 Warehouse stock and other (2) 307,701 — 307,701 Total $ 607,823 $ 434,160 $ 1,041,983 December 31, 2021 Crude oil and feedstocks $ 102,085 $ 199,282 $ 301,367 Refined products and blendstock 179,737 142,872 322,609 Warehouse stock and other (2) 166,341 — 166,341 Total $ 448,163 $ 342,154 $ 790,317 _________________________________________________________ (1) Please read Note 11—Inventory Financing Agreements for further information. (2) Includes $258.2 million and $120.1 million of RINs and environmental credits, reported at the lower of cost or NRV, as of December 31, 2022 and 2021, respectively. Our renewable volume obligation and other gross environmental credit obligations of $549.8 million and $311.0 million, reported at market value, are included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2022 and 2021, respectively. |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaid and other current assets at December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 2021 Collateral posted with broker for derivative instruments (1) $ 40,788 $ 6,053 Billings acquisition deposit (2) 30,000 — Prepaid insurance 15,639 14,110 Deferred inventory financing charges — 4,073 Other 5,616 4,289 Total $ 92,043 $ 28,525 _________________________________________________________ (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 14—Derivatives for further information. (2) Please read Note 4—Acquisitions for further discussion. |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment and Impairment of Long-Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Major classes of property, plant, and equipment, including assets acquired under finance leases, consisted of the following (in thousands): December 31, 2022 2021 Land $ 153,804 $ 153,254 Buildings and equipment (1) 1,050,898 1,007,608 Other (1) 19,865 19,535 Total property, plant, and equipment 1,224,567 1,180,397 Less accumulated depreciation and amortization (388,733) (323,892) Property, plant, and equipment, net $ 835,834 $ 856,505 ______________________________________________________ (1) Please read Note 16—Leases for further disclosures and information on finance leases. |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligation | The table below summarizes the changes in our recorded AROs (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ 14,414 $ 10,636 $ 10,180 Accretion expense 934 873 490 Revision in estimate 116 3,602 — Liabilities settled during period (89) (697) (34) Ending balance $ 15,375 $ 14,414 $ 10,636 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | During the years ended December 31, 2022, 2021, and 2020, the change in the net carrying amount of goodwill was as follows (in thousands): Balance at January 1, 2020 $ 195,919 Impairment expense (67,922) Balance at December 31, 2020 127,997 Divestitures (735) Balance at December 31, 2021 127,262 Acquisitions (1) 2,120 Divestitures (57) Balance at December 31, 2022 $ 129,325 ________________________________________________________ (1) Please read Note 4—Acquisitions for further discussion. |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following (in thousands): December 31, 2022 2021 Intangible assets: Trade names and trademarks $ 6,267 $ 6,267 Customer relationships 32,064 32,064 Other 261 261 Total intangible assets 38,592 38,592 Accumulated amortization: Trade name and trademarks (5,383) (5,297) Customer relationships (19,632) (17,061) Other — — Total accumulated amortization (25,015) (22,358) Net: Trade name and trademarks 884 970 Customer relationships 12,432 15,003 Other 261 261 Total intangible assets, net $ 13,577 $ 16,234 |
Finite-lived Intangible Assets Amortization Expense | Expected amortization expense for each of the next five years and thereafter is as follows (in thousands): Year Ended Amount 2023 $ 2,658 2024 1,400 2025 979 2026 979 2027 979 Thereafter 6,582 $ 13,577 |
Inventory Financing Agreements
Inventory Financing Agreements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Commitments [Abstract] | |
Schedule of Obligations Under Inventory Financing Agreements | The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): December 31, 2022 2021 Supply and Offtake Agreement $ 732,511 $ 569,158 Washington Refinery Intermediation Agreement 160,554 168,546 Obligations under inventory financing agreements $ 893,065 $ 737,704 |
Outstanding Borrowings, Letters Of Credit, And Contractual Undertaking Obligations Under The Intermediation Agreements | The following table summarizes our outstanding borrowings, letters of credit, and contractual undertaking obligations under the intermediation agreements (in thousands): December 31, 2022 2021 Discretionary Draw Facility Outstanding borrowings (1) $ 204,843 $ 126,225 Borrowing capacity 204,843 126,225 MLC receivable advances Outstanding borrowings (1) 56,601 54,538 Borrowing capacity 56,601 54,538 J. Aron payment undertaking obligations — — MLC issued letters of credit 115,001 166,950 ______________________________________________________ (1) Amounts outstanding under the Discretionary Draw Facility and MLC receivable advances are included in Obligations under inventory financing agreements on our consolidated balance sheets. Changes in the amount outstanding under these arrangements are included within Cash flows from financing activities on the consolidated statements of cash flows. |
Schedule of Inventory Intermediation Fees | The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands): Year Ended December 31, 2022 2021 2020 Net fees and expenses: Supply and Offtake Agreement Inventory intermediation fees (1) $ 100,610 $ 21,612 $ 12,034 Interest expense and financing costs, net 6,150 3,015 3,044 Washington Refinery Intermediation Agreement Inventory intermediation fees $ 3,000 $ 3,236 $ 4,112 Interest expense and financing costs, net 10,111 4,900 2,791 ___________________________________________________ (1) Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $63.3 million and $4.0 million for the years ended December 31, 2022, and 2021, respectively, and a market structure benefit of $3.0 million for the year ended December 31, 2020. |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities at December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 2021 Accrued payroll and other employee benefits $ 27,815 $ 19,710 Gross environmental credit obligations (1) 549,791 311,014 Other 62,888 39,700 Total $ 640,494 $ 370,424 ______________________________________________________ (1) Gross environmental credit obligations are stated at market as of December 31, 2022 and 2021. Please read Note 15—Fair Value Measurements for further information. A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our consolidated balance sheet and are stated at the lower of cost or net realizable value. The carrying costs of these assets were $258.2 million and $120.1 million as of December 31, 2022 and 2021, respectively. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our outstanding debt (in thousands): December 31, 2022 2021 ABL Credit Facility due 2025 $ — $ — 7.75% Senior Secured Notes due 2025 281,000 296,000 Term Loan B due 2026 203,125 215,625 12.875% Senior Secured Notes due 2026 31,314 68,250 Principal amount of long-term debt 515,439 579,875 Less: unamortized discount and deferred financing costs (9,907) (15,317) Total debt, net of unamortized discount and deferred financing costs 505,532 564,558 Less: current maturities, net of unamortized discount and deferred financing costs (10,956) (10,841) Long-term debt, net of current maturities $ 494,576 $ 553,717 |
Contractual Obligation, Fiscal Year Maturity Schedule | Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2023 $ 12,500 2024 12,500 2025 293,500 2026 196,939 2027 — Thereafter — Total $ 515,439 |
Schedule of Applicable Margin for Debt Instrument | Under the ABL Loan Agreement, the applicable margins for the ABL Credit Facility and advances under the ABL Revolver are as specified below: Level Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) Term SOFR Loans Base Rate Loans 1 >50% 1.25% 0.25% 2 >30% but ≤ 50% 1.50% 0.50% 3 ≤ 30% 1.75% 0.75% |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | At December 31, 2022, our open commodity derivative contracts represented (in thousands of barrels): Contract type Purchases Sales Net Futures 50,892 (51,147) (255) Swaps 1,524 (2,014) (490) Total 52,416 (53,161) (745) |
Schedule of Derivative Instruments | The following table provides information on these option collars at our refineries as of December 31, 2022: 2022 Average barrels per month 67,500 Weighted-average strike price - floor (in dollars) $ 69.01 Weighted-average strike price - ceiling (in dollars) $ 92.36 Commencement date January 2023 Expiry date December 2023 |
Fair Value, Assets Measured on Recurring Basis | The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2022 and 2021 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2022 2021 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 495 $ 1,260 Commodity derivatives Other accrued liabilities (10,989) (1,431) J. Aron repurchase obligation derivative Obligations under inventory financing agreements (12,156) (15,151) MLC terminal obligation derivative Obligations under inventory financing agreements 14,435 (22,170) _________________________________________________________ (1) Does not include cash collateral of $40.8 million and $6.1 million recorded in Prepaid and other current assets as of December 31, 2022, and December 31, 2021, respectively, and $9.5 million in Other long-term assets as of both December 31, 2022 and December 31, 2021. December 31, 2022 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 161,541 $ 8,369 $ — $ 169,910 $ (169,415) $ 495 Liabilities Commodity derivatives $ (172,529) $ (7,875) $ — $ (180,404) $ 169,415 $ (10,989) J. Aron repurchase obligation derivative — — (12,156) (12,156) — (12,156) MLC terminal obligation derivative — — 14,435 14,435 — 14,435 Gross environmental credit obligations (2) — (549,791) — (549,791) — (549,791) Total (3) $ (172,529) $ (557,666) $ 2,279 $ (727,916) $ 169,415 $ (558,501) December 31, 2021 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 4,283 $ 4,513 $ — $ 8,796 $ (7,536) $ 1,260 Liabilities Commodity derivatives $ (3,964) $ (5,003) $ — $ (8,967) $ 7,536 $ (1,431) J. Aron repurchase obligation derivative — — (15,151) (15,151) — (15,151) MLC terminal obligation derivative — — (22,170) (22,170) — (22,170) Gross environmental credit obligations (2) — (311,014) — (311,014) — (311,014) Total (3) $ (3,964) $ (316,017) $ (37,321) $ (357,302) $ 7,536 $ (349,766) _________________________________________________________ (1) Does not include cash collateral of $50.3 million and $15.6 million as of December 31, 2022 and 2021, respectively, included within Prepaid and other current assets and Other long-term assets on our consolidated balance sheets. (2) Does not include RINs assets and other environmental credits of $258.2 million and $120.1 million presented as Inventories on our consolidated balance sheet and stated at the lower of cost and net realizable value as of December 31, 2022 and 2021, respectively. (3) The interest rate derivative was settled in February 2021, therefore, there is no asset or liability related to the interest rate derivative on December 31, 2022 or 2021. Please read Note 14—Derivatives for further information. |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2022 2021 2020 Commodity derivatives Cost of revenues (excluding depreciation) $ (65,814) $ (22,417) $ (51,902) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) 2,995 5,646 (20,970) MLC terminal obligation derivative Cost of revenues (excluding depreciation) (49,636) (73,256) 39,820 Interest rate derivatives Interest expense and financing costs, net — 104 (2,265) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2022 and 2021 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2022 2021 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 495 $ 1,260 Commodity derivatives Other accrued liabilities (10,989) (1,431) J. Aron repurchase obligation derivative Obligations under inventory financing agreements (12,156) (15,151) MLC terminal obligation derivative Obligations under inventory financing agreements 14,435 (22,170) _________________________________________________________ (1) Does not include cash collateral of $40.8 million and $6.1 million recorded in Prepaid and other current assets as of December 31, 2022, and December 31, 2021, respectively, and $9.5 million in Other long-term assets as of both December 31, 2022 and December 31, 2021. December 31, 2022 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 161,541 $ 8,369 $ — $ 169,910 $ (169,415) $ 495 Liabilities Commodity derivatives $ (172,529) $ (7,875) $ — $ (180,404) $ 169,415 $ (10,989) J. Aron repurchase obligation derivative — — (12,156) (12,156) — (12,156) MLC terminal obligation derivative — — 14,435 14,435 — 14,435 Gross environmental credit obligations (2) — (549,791) — (549,791) — (549,791) Total (3) $ (172,529) $ (557,666) $ 2,279 $ (727,916) $ 169,415 $ (558,501) December 31, 2021 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 4,283 $ 4,513 $ — $ 8,796 $ (7,536) $ 1,260 Liabilities Commodity derivatives $ (3,964) $ (5,003) $ — $ (8,967) $ 7,536 $ (1,431) J. Aron repurchase obligation derivative — — (15,151) (15,151) — (15,151) MLC terminal obligation derivative — — (22,170) (22,170) — (22,170) Gross environmental credit obligations (2) — (311,014) — (311,014) — (311,014) Total (3) $ (3,964) $ (316,017) $ (37,321) $ (357,302) $ 7,536 $ (349,766) _________________________________________________________ (1) Does not include cash collateral of $50.3 million and $15.6 million as of December 31, 2022 and 2021, respectively, included within Prepaid and other current assets and Other long-term assets on our consolidated balance sheets. (2) Does not include RINs assets and other environmental credits of $258.2 million and $120.1 million presented as Inventories on our consolidated balance sheet and stated at the lower of cost and net realizable value as of December 31, 2022 and 2021, respectively. (3) The interest rate derivative was settled in February 2021, therefore, there is no asset or liability related to the interest rate derivative on December 31, 2022 or 2021. Please read Note 14—Derivatives for further information. |
Reconciliation of Level 3 Derivative Instruments, Fair Value | A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Balance, beginning of period $ (37,321) $ (30,958) $ (22,750) Settlements 86,242 61,247 (31,328) Total gains (losses) included in earnings (46,642) (67,610) 23,120 Balance, end of period $ 2,279 $ (37,321) $ (30,958) |
Schedule of Carrying Value and Fair Value of Long Term Debt and Other Financial Instruments | The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 Carrying Value Fair Value ABL Credit Facility due 2025 (2) $ — $ — 7.75% Senior Secured Notes due 2025 (1) 277,137 276,785 Term Loan B Facility due 2026 (1) 198,268 201,094 12.875% Senior Secured Notes due 2026 (1) 30,127 34,029 December 31, 2021 Carrying Value Fair Value ABL Credit Facility due 2025 (2) $ — $ — 7.75% Senior Secured Notes due 2025 (1) 290,621 299,700 Term Loan B Facility due 2026 (1) 208,903 214,827 Senior Secured Notes due 2026 (1) 65,034 75,758 _________________________________________________________ (1) The fair value measurements of the 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes are considered Level 2 measurements in the fair value hierarchy as discussed below. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities as of December 31, 2022 and 2021 and their placement within our consolidated balance sheets: Lease type Balance Sheet Location December 31, 2022 December 31, 2021 Assets Finance Property, plant, and equipment $ 21,150 $ 20,556 Finance Accumulated amortization (10,308) (8,397) Finance Property, plant, and equipment, net $ 10,842 $ 12,159 Operating Operating lease right-of-use assets 350,761 383,824 Total right-of-use assets $ 361,603 $ 395,983 Liabilities Current Finance Other accrued liabilities $ 1,782 $ 1,540 Operating Operating lease liabilities 66,081 53,640 Long-term Finance Finance lease liabilities 6,311 7,691 Operating Operating lease liabilities 292,701 335,094 Total lease liabilities $ 366,875 $ 397,965 Weighted-average remaining lease term (in years) Finance 5.60 6.29 Operating 9.00 11.28 Weighted-average discount rate Finance 7.38 % 7.46 % Operating 7.10 % 6.70 % |
Lease, Cost | The following table summarizes the lease costs recognized in our consolidated statements of operations (in thousands): Year Ended December 31, Lease cost type 2022 2021 2020 Finance lease cost Amortization of finance lease ROU assets $ 1,917 $ 1,913 $ 2,007 Interest on lease liabilities 619 655 654 Operating lease cost 89,591 91,882 106,256 Variable lease cost 5,478 6,716 9,802 Short-term lease cost 8,575 1,013 1,926 Net lease cost $ 106,180 $ 102,179 $ 120,645 Operating lease income (1) $ (11,030) $ (3,149) $ (3,201) _________________________________________________________ (1) At December 31, 2022 and 2021, Property, plant, and equipment, net associated with leased assets was approximately $9.2 million and $10.8 million, respectively. The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material. The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Year Ended December 31, Lease type 2022 2021 2020 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,620 $ 1,914 $ 1,932 Operating cash flows from finance leases 614 658 656 Operating cash flows from operating leases 85,681 89,677 103,270 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 594 1,936 3,476 ROU assets obtained in exchange for new operating lease liabilities 64,567 97,011 22,529 ROU assets terminated in exchange for release from finance lease liabilities — — — ROU assets terminated in exchange for release from operating lease liabilities 32,902 6,847 7,738 |
Operating Lease, Liability, Maturity | The table below includes the estimated future undiscounted cash flows for finance and operating leases as of December 31, 2022 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2023 $ 2,286 $ 88,546 $ 90,832 2024 1,955 75,129 77,084 2025 1,794 50,823 52,617 2026 1,327 45,777 47,104 2027 1,098 43,575 44,673 Thereafter 1,582 160,849 162,431 Total lease payments 10,042 464,699 474,741 Less amount representing interest (1,949) (105,917) (107,866) Present value of lease liabilities $ 8,093 $ 358,782 $ 366,875 |
Finance Lease, Liability, Maturity | The table below includes the estimated future undiscounted cash flows for finance and operating leases as of December 31, 2022 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2023 $ 2,286 $ 88,546 $ 90,832 2024 1,955 75,129 77,084 2025 1,794 50,823 52,617 2026 1,327 45,777 47,104 2027 1,098 43,575 44,673 Thereafter 1,582 160,849 162,431 Total lease payments 10,042 464,699 474,741 Less amount representing interest (1,949) (105,917) (107,866) Present value of lease liabilities $ 8,093 $ 358,782 $ 366,875 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Incentive Plan and Stock Purchase Plan (in thousands): Years Ended December 31, 2022 2021 2020 Restricted Stock Awards $ 5,172 $ 4,657 $ 3,939 Restricted Stock Units $ 1,451 $ 1,356 $ 1,510 Stock Option Awards $ 2,540 $ 1,939 $ 1,660 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following tables summarize our restricted stock activity (in thousands, except per share amounts): Shares Weighted- Unvested balance at December 31, 2021 760 $ 17.19 Granted 464 15.27 Vested (336) 17.01 Forfeited (94) 16.49 Unvested balance at December 31, 2022 794 $ 16.24 Years Ended December 31, 2022 2021 2020 Weighted-average grant-date fair value per share of restricted stock awards and restricted stock units granted (in dollars) $ 15.27 $ 16.38 $ 16.97 Fair value of restricted stock awards and restricted stock units vested $ 5,718 $ 4,370 $ 3,787 The following tables summarize our performance restricted stock activity (in thousands, except per unit amounts): Units Weighted- Unvested balance at December 31, 2021 158 $ 17.61 Granted 50 14.91 Vested (70) 17.31 Forfeited (25) 16.81 Unvested balance at December 31, 2022 113 $ 16.78 Years Ended December 31, 2022 2021 2020 Weighted-average grant-date fair value per share of performance restricted stock units granted (in dollars) $ 14.91 $ 16.52 $ 19.73 Fair value of performance restricted stock units vested $ 1,343 $ 940 $ 783 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | The weighted-average assumptions used to measure stock options granted during 2022, 2021, and 2020 are presented below. 2022 2021 2020 Expected life from date of grant (in years) 5.3 5.3 5.3 Expected volatility 55.4% 53.2% 33.2% Risk-free interest rate 1.83% 0.64% 1.31% |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes our stock option activity (in thousands, except per share amounts and term years): Number of Options Weighted-Average Weighted-Average Aggregate Outstanding balance at December 31, 2021 2,195 $ 18.50 4.2 $ 446 Issued 449 14.91 Exercised (349) 16.79 Forfeited / canceled / expired (275) 19.13 Outstanding balance at December 31, 2022 2,020 $ 17.92 4.3 $ 10,779 Exercisable, end of year 1,300 $ 18.94 3.2 $ 5,608 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | The changes in the projected benefit obligation and the fair value of plan assets of our Benefit Plans for the years ended December 31, 2022 and 2021 were as follows (in thousands): 2022 2021 Changes in projected benefit obligation: Projected benefit obligation as of the beginning of the period $ 56,411 $ 60,479 Service cost 821 1,140 Interest cost 1,538 1,538 Plan amendment — (446) Actuarial gain (1) (15,178) (2,508) Benefits paid (2,225) (1,760) Curtailment — (2,032) Projected benefit obligation as of the end of the period $ 41,367 $ 56,411 Changes in fair value of plan assets: Fair value of plan assets as of the beginning of the period $ 49,821 $ 46,161 Actual return (loss) on plan assets (6,957) 5,420 Employer contributions — — Benefits paid (2,225) (1,760) Fair value of plan assets as of the end of the period $ 40,639 $ 49,821 ____________________________________________________ (1) For the year ended December 31, 2022, the change in the actuarial gain was due to an increase in the discount rate. For the year ended December 31, 2021, the change in the actuarial gain was due to an increase in the discount rate and strong asset performance. |
Schedule of Accumulated and Projected Benefit Obligations | The reconciliation of the underfunded status of our Benefit Plans of December 31, 2022 and 2021 was as follows: 2022 2021 WY Refining U.S. Oil WY Refining U.S. Oil Projected benefit obligation 24,730 16,637 34,333 22,078 Fair value of plan assets 21,940 18,699 28,076 21,745 Underfunded/(overfunded) status $ 2,790 $ (2,062) $ 6,257 $ 333 Amounts recognized in consolidated balance sheet: Non-current assets — 2,062 — — Non-current liabilities (2,790) — (6,257) (333) Net amount recorded $ (2,790) $ 2,062 $ (6,257) $ (333) Gross amounts recognized in accumulated other comprehensive income (loss): (1) Net actuarial gain (loss) 5,243 (318) 2,188 (2,892) Total accumulated other comprehensive income (loss) $ 5,243 $ (318) $ 2,188 $ (2,892) ____________________________________________________ |
Schedule of Assumptions Used | Weighted-average assumptions used to measure our projected benefit obligation as of December 31, 2022, 2021, and 2020 and net periodic benefit costs for the years ended December 31, 2022, 2021 and 2020 are as follows: 2022 2021 2020 Projected benefit obligation: Wyoming Refining plan Discount rate (1) 5.15 % 2.85 % 2.65 % Rate of compensation increase — % — % 3.00 % U.S. Oil plan Discount rate (1) 5.00 % 2.70 % 2.35 % Rate of compensation increase 3.00 % 3.00 % 3.00 % Net periodic benefit costs: Wyoming Refining plan Discount rate (1) 2.85 % 3.25 % 3.30 % Expected long-term rate of return (2) 5.75 % 5.75 % 6.25 % Rate of compensation increase — % 3.00 % 3.00 % U.S. Oil plan Discount rate (1) 2.70 % 2.35 % 3.10 % Expected long-term rate of return (2) 6.00 % 6.00 % 6.00 % Rate of compensation increase 3.00 % 3.00 % 3.00 % _________________________________________________________ (1) In determining the discount rate, we use pricing and yield information for high-quality corporate bonds that result in payments similar to the estimated distributions of benefits from our plans. (2) The expected long-term rate of return is based on the target asset allocation of each plan and capital market assumptions developed using forward-looking models and historical market data and trends. |
Schedule of Net Benefit Costs | The net periodic benefit credit for the years ended December 31, 2022, 2021, and 2020 includes the following components: 2022 2021 2020 Components of net periodic benefit (credit): Service cost $ 821 $ 1,140 $ 1,347 Interest cost 1,538 1,538 1,642 Expected return on plan assets (2,596) (2,375) (2,323) Amortization of net loss 3 245 176 Amortization of prior service cost — — 1 Effect of curtailment — (2,032) — Net periodic benefit credit $ (234) $ (1,484) $ 843 |
Schedule of Allocation of Plan Assets | The weighted-average asset allocation for our Wyoming Refining plan at December 31, 2022 is as follows: Target Actual Asset category: Equity securities 40 % 33 % Debt securities 50 % 49 % Real estate 10 % 18 % Total 100 % 100 % The weighted-average asset allocation for our U.S. Oil plan at December 31, 2022 is as follows: Target Actual Asset category: Equity securities 56 % 50 % Debt securities 43 % 50 % Cash and Cash Equivalents 1 % — % Total 100 % 100 % |
Schedule of Expected Benefit Payments | Based on current data and assumptions, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years: Year Ended 2023 $ 2,281 2024 2,322 2025 2,404 2026 2,632 2027 2,628 Thereafter 13,441 $ 25,708 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Share | The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2022 2021 2020 Net income (loss) $ 364,189 $ (81,297) $ (409,086) Plus: Net income effect of convertible securities — — — Numerator for diluted income (loss) per common share $ 364,189 $ (81,297) $ (409,086) Basic weighted-average common stock shares outstanding 59,544 58,268 53,295 Plus: dilutive effects of common stock equivalents (1) 339 — — Diluted weighted-average common stock shares outstanding 59,883 58,268 53,295 Basic income (loss) per common share $ 6.12 $ (1.40) $ (7.68) Diluted income (loss) per common share $ 6.08 $ (1.40) $ (7.68) Diluted income (loss) per common share excludes the following equity instruments because their effect would be anti-dilutive: Shares of unvested restricted stock 234 925 475 Shares of stock options 1,868 2,386 2,229 Common stock equivalents using the if-converted method of settling the 5.00% Convertible Senior Notes (2) — 1,230 2,704 ________________________________________________________ (1) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per common share for the years ended December 31, 2021 and 2020. (2) We had no 5.00% Convertible Senior Notes outstanding for the year ended December 31, 2022. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 Current: U.S.—Federal $ — $ — $ — U.S.—State 362 26 51 Foreign 73 1,255 125 Deferred: U.S.—Federal 236 (223) (20,509) U.S.—State 39 (37) (387) Total $ 710 $ 1,021 $ (20,720) |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense was different from the amounts computed by applying U.S. Federal income tax rate to pretax income as a result of the following: Year Ended December 31, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 0.1 % — % 0.1 % Foreign taxes — % (1.6) % — % Change in valuation allowance related to current activity (21.3) % (20.1) % (14.0) % Permanent items 0.4 % (0.6) % (2.3) % Actual income tax rate 0.2 % (1.3) % 4.8 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss $ 308,457 $ 424,112 Intangible assets 830 1,912 Environmental credit obligations 71,424 40,097 Other 4,099 16,137 Total deferred tax assets 384,810 482,258 Valuation allowance (330,456) (421,387) Net deferred tax assets 54,354 60,871 Deferred tax liabilities: Inventory 5,891 9,820 Property and equipment 54,124 56,436 Total deferred tax liabilities 60,015 66,256 Total deferred tax liability, net $ (5,661) $ (5,385) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summarized financial information concerning reportable segments consists of the following (in thousands): For the year ended December 31, 2022 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 7,046,060 $ 198,821 $ 570,206 $ (493,302) $ 7,321,785 Cost of revenues (excluding depreciation) 6,332,694 109,458 428,712 (494,850) 6,376,014 Operating expense (excluding depreciation) 245,992 14,988 81,229 — 342,209 Depreciation and amortization 65,472 20,579 10,971 2,747 99,769 Loss (gain) on sale of assets, net 1 (253) 56 27 (169) General and administrative expense (excluding depreciation) — — — 62,396 62,396 Acquisition and integration costs — — — 3,663 3,663 Operating income (loss) $ 401,901 $ 54,049 $ 49,238 $ (67,285) $ 437,903 Interest expense and financing costs, net (68,288) Debt extinguishment and commitment costs (5,329) Gain on curtailment of pension obligation — Other income, net 613 Income before income taxes 364,899 Income tax expense (710) Net income $ 364,189 Total assets $ 2,580,298 $ 412,336 $ 244,233 $ 43,780 $ 3,280,647 Goodwill 39,821 55,232 34,272 — 129,325 Capital expenditures 31,967 12,094 7,652 1,312 53,025 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $493.3 million for the year ended December 31, 2022. For the year ended December 31, 2021 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 4,471,111 $ 184,734 $ 456,416 $ (402,172) $ 4,710,089 Cost of revenues (excluding depreciation) 4,306,371 96,828 337,476 (402,201) 4,338,474 Operating expense (excluding depreciation) 213,102 14,722 71,845 — 299,669 Depreciation and amortization 58,258 22,044 10,880 3,059 94,241 Impairment expense 1,838 — — — 1,838 Loss on sale of assets, net (19,659) (19) (45,034) 15 (64,697) General and administrative expense (excluding depreciation) — — — 48,096 48,096 Acquisition and integration costs — — — 87 87 Operating income (loss) $ (88,799) $ 51,159 $ 81,249 $ (51,228) $ (7,619) Interest expense and financing costs, net (66,493) Debt extinguishment and commitment costs (8,144) Gain on curtailment of pension obligation 2,032 Other expense, net (52) Loss before income taxes (80,276) Income tax expense (1,021) Net loss $ (81,297) Total assets $ 1,928,987 $ 398,182 $ 228,245 $ 14,837 $ 2,570,251 Goodwill 39,821 55,232 32,209 — 127,262 Capital expenditures 15,689 6,801 5,917 1,126 29,533 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $402.2 million for the year ended December 31, 2021. For the year ended December 31, 2020 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 2,886,701 $ 180,909 $ 363,713 $ (306,453) $ 3,124,870 Cost of revenues (excluding depreciation) 2,908,870 110,385 234,885 (306,443) 2,947,697 Operating expense (excluding depreciation) 199,738 13,581 64,108 — 277,427 Depreciation and amortization 53,930 21,899 10,692 3,515 90,036 Impairment expense 55,989 — 29,817 — 85,806 General and administrative expense (excluding depreciation) — — — 41,288 41,288 Acquisition and integration costs — — — 614 614 Operating income (loss) $ (331,826) $ 35,044 $ 24,211 $ (45,427) $ (317,998) Interest expense and financing costs, net (70,222) Other income, net 1,049 Change in value of common stock warrants 4,270 Equity losses from Laramie Energy, LLC (46,905) Loss before income taxes (429,806) Income tax benefit 20,720 Net loss $ (409,086) Total assets $ 1,478,603 $ 444,800 $ 193,365 $ 17,093 $ 2,133,861 Goodwill 39,821 55,232 32,944 — 127,997 Capital expenditures 38,781 20,898 2,547 1,296 63,522 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $306.5 million for the year ended December 31, 2020. |
Overview (Details)
Overview (Details) | 12 Months Ended |
Dec. 31, 2022 segment refinery | |
Operating segments | segment | 3 |
Number of owned and operated refineries | refinery | 3 |
Laramie Energy Company | |
Ownership of laramie energy, LLC | 46% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Amortization period of planned major maintenance activities, minimum | 3 years | ||
Amortization period of planned major maintenance activities, maximum | 5 years | ||
Deferred turnaround expenditures | $ 29,608 | $ 9,451 | $ 49,770 |
Minimum | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Payment period from refining and bulk retail customer | 2 days | ||
Maximum | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Payment period from refining and bulk retail customer | 30 days | ||
ESPP | Common Stock | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Discount from market price, offering date | 15% | ||
Refining and Retail Segment | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Impairment expense | 67,922 | ||
Laramie Energy Company | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Impairment charge | $ 45,294 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property Plant And Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Refining | Minimum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life | 2 years |
Refining | Maximum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life | 47 years |
Logistics | Minimum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life | 3 years |
Logistics | Maximum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life | 30 years |
Retail | Minimum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life | 3 years |
Retail | Maximum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life | 40 years |
Corporate | Minimum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life | 3 years |
Corporate | Maximum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life | 7 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life | 3 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Cost of revenues | $ 20,437 | $ 21,903 | $ 21,755 |
Operating expense | 51,901 | 52,338 | 56,637 |
General and administrative expense | $ 2,661 | $ 2,972 | $ 3,429 |
Investment in Laramie Energy,_3
Investment in Laramie Energy, LLC - Narrative (Details) - USD ($) | 12 Months Ended | |||||||
Feb. 21, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 01, 2021 | Nov. 20, 2020 | Mar. 31, 2020 | Jan. 11, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Long-term debt | $ 505,532,000 | $ 564,558,000 | ||||||
Repayments of debt | $ 446,863,000 | 329,315,000 | $ 159,489,000 | |||||
Laramie Energy Company | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Debt instrument, face amount | $ 160,000,000 | |||||||
Laramie Energy Company | Term Loan | Subsequent Event | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Debt instrument, face amount | $ 205,000,000 | |||||||
Term loan funded at closing | 160,000,000 | |||||||
Term loan subject to delayed draw | 45,000,000 | |||||||
Repayments of debt | 76,300,000 | |||||||
Redeemed preferred equity | 73,500,000 | |||||||
Gain extinguishment of debt | $ 4,800,000 | |||||||
Term Loan B | Term Loan | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Debt instrument, face amount | $ 250,000,000 | |||||||
Laramie Energy Company | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership of laramie energy, LLC | 46% | |||||||
Equity method investments, fair value | $ 1,900,000 | |||||||
Equity method investment, aggregate cost | $ 47,200,000 | |||||||
Impairment charge | 45,294,000 | |||||||
Laramie Energy Company | Term Loan B | Laramie Energy Company | Term Loan | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Long-term debt | $ 77,400,000 | $ 140,100,000 | ||||||
Laramie Energy Company | Revolving Credit Facility | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Line credit maximum borrowing amount | 400,000,000 | |||||||
Current borrowing capacity | $ 139,700,000 | |||||||
Laramie Energy Company | Revolving Credit Facility | Deficiency Loan | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Line credit maximum borrowing amount | $ 140,000,000 | |||||||
Borrowing base deficiency | $ 60,000,000 |
Investment in Laramie Energy,_4
Investment in Laramie Energy, LLC - Change in Equity Investment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | |
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||||
Equity losses from Laramie Energy, LLC | $ 0 | $ 0 | $ (46,905) | |
Laramie Energy Company | ||||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||||
Beginning balance | $ 0 | 46,905 | ||
Equity losses from Laramie Energy, LLC | (1,611) | |||
Impairment of our investment in Laramie Energy | (45,294) | |||
Ending balance | 0 | |||
Investment in Laramie Energy, LLC | $ 0 | $ 0 |
Acquisitions - Billings Acquisi
Acquisitions - Billings Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 20, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Acquisition and integration costs | $ 3,663 | $ 87 | $ 614 | |
Billings Acquisition | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interests acquired | 100% | |||
Consideration transferred | $ 310,000 | |||
Billings Acquisition | Prepaid and other current assets | ||||
Business Acquisition [Line Items] | ||||
Cash deposit | $ 30,000 | |||
Acquisition and integration costs | $ 3,400 |
Acquisitions - Northwest Retail
Acquisitions - Northwest Retail Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 02, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Acquisitions | $ 2,120 | |||
Acquisition and integration costs | 3,663 | $ 87 | $ 614 | |
Northwest Retail | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 5,500 | |||
Property, plant, and equipment | 2,000 | |||
Lease obligation | 800 | |||
Assumed inventory | 500 | |||
Acquisitions | $ 2,100 | |||
Acquisition and integration costs | $ 300 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract receivable | $ 242.5 | $ 189.9 |
Deferred revenue | $ 11.5 | $ 10.1 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 7,321,785 | $ 4,710,089 | $ 3,124,870 |
Refining | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 7,046,060 | 4,471,111 | 2,886,701 |
Refining | Gasoline | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,999,065 | 1,472,335 | 846,294 |
Refining | Distillates | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 3,139,807 | 1,927,851 | 1,256,618 |
Refining | Other refined products | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,890,813 | 1,065,555 | 753,591 |
Refining | Merchandise | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Refining | Transportation and terminalling services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Refining | Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 16,375 | 5,370 | 30,198 |
Logistics | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 198,821 | 184,734 | 180,909 |
Logistics | Gasoline | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Logistics | Distillates | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Logistics | Other refined products | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Logistics | Merchandise | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Logistics | Transportation and terminalling services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 198,821 | 184,734 | 180,909 |
Logistics | Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Retail | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 570,206 | 456,416 | 363,713 |
Retail | Gasoline | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 428,959 | 333,396 | 241,003 |
Retail | Distillates | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 46,392 | 27,057 | 30,739 |
Retail | Other refined products | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Retail | Merchandise | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 91,289 | 92,004 | 90,173 |
Retail | Transportation and terminalling services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Retail | Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 3,566 | $ 3,959 | $ 1,798 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Crude oil and feedstocks | $ 377,618 | $ 301,367 |
Refined products and blendstock | 356,664 | 322,609 |
Warehouse stock and other | 307,701 | 166,341 |
Total | 1,041,983 | 790,317 |
RINs and environmental obligations | 549,791 | 311,014 |
Titled Inventory | ||
Inventory [Line Items] | ||
Crude oil and feedstocks | 112,082 | 102,085 |
Refined products and blendstock | 188,040 | 179,737 |
Warehouse stock and other | 307,701 | 166,341 |
Total | 607,823 | 448,163 |
Supply and Offtake Agreement | ||
Inventory [Line Items] | ||
Crude oil and feedstocks | 265,536 | 199,282 |
Refined products and blendstock | 168,624 | 142,872 |
Warehouse stock and other | 0 | 0 |
Total | 434,160 | 342,154 |
Renewable Identification Numbers “RINs” and Environmental Credits | ||
Inventory [Line Items] | ||
Warehouse stock and other | $ 258,200 | $ 120,100 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Percentage of inventory values at the LIFO method | 20% | 20% |
Reserves for the lower of cost or market value of inventory | $ 0 | $ 0.5 |
Inventory, LIFO reserve | $ 46.4 | $ 46 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Collateral posted with broker for derivative instruments | $ 40,788 | $ 6,053 |
Billings acquisition deposit | 30,000 | 0 |
Prepaid insurance | 15,639 | 14,110 |
Deferred inventory financing charges | 0 | 4,073 |
Other | 5,616 | 4,289 |
Total | $ 92,043 | $ 28,525 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment and Impairment of Long-Lived Assets - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 153,804 | $ 153,254 |
Buildings and equipment | 1,050,898 | 1,007,608 |
Other | 19,865 | 19,535 |
Total property, plant, and equipment | 1,224,567 | 1,180,397 |
Less accumulated depreciation and amortization | (388,733) | (323,892) |
Property, plant, and equipment, net | $ 835,834 | $ 856,505 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment and Impairment of Long-Lived Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 75,000 | $ 77,200 | $ 81,800 |
Impairment expense | 0 | 1,838 | 85,806 |
Par West - Asset Acquisition | |||
Property, Plant and Equipment [Line Items] | |||
Impairment expense | 2,200 | ||
Fair Value Idling | |||
Property, Plant and Equipment [Line Items] | |||
Impairment expense | 200 | ||
Capital Project | |||
Property, Plant and Equipment [Line Items] | |||
Impairment expense | $ 0 | $ 1,700 | |
Par West - Asset Acquisition | |||
Property, Plant and Equipment [Line Items] | |||
Impairment expense | 17,900 | ||
Par West - Asset Acquisition | Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Impairment charges | 10,700 | ||
Par West - Asset Acquisition | Deferred Turnaround Cost | |||
Property, Plant and Equipment [Line Items] | |||
Impairment charges | $ 5,000 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Asset retirement obligation - beginning of period | $ 14,414 | $ 10,636 | $ 10,180 |
Accretion expense | 934 | 873 | 490 |
Revision in estimate | 116 | 3,602 | 0 |
Liabilities settled during period | (89) | (697) | (34) |
Asset retirement obligation - end of period | $ 15,375 | $ 14,414 | $ 10,636 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Balance at beginning of period | $ 127,262 | $ 127,997 | $ 195,919 |
Divestitures | (57) | (735) | |
Acquisitions | 2,120 | ||
Balance at end of period | $ 129,325 | $ 127,262 | 127,997 |
Refining and Retail Segment | |||
Goodwill [Roll Forward] | |||
Impairment expense | $ (67,922) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Goodwill [Line Items] | ||||
Gross carrying value of goodwill | $ 205,000 | $ 202,900 | $ 202,900 | $ 202,900 |
Accumulated impairment charges | 75,700 | 75,600 | 74,900 | $ 7,000 |
Amortization expense | $ 2,700 | $ 2,700 | 2,700 | |
Average useful life | 13 years 6 months | |||
Refining and Retail Segment | ||||
Goodwill [Line Items] | ||||
Impairment expense | 67,922 | |||
Refining | ||||
Goodwill [Line Items] | ||||
Impairment expense | 38,100 | |||
Retail | ||||
Goodwill [Line Items] | ||||
Impairment expense | $ 29,800 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 38,592 | $ 38,592 |
Accumulated amortization of intangible assets | (25,015) | (22,358) |
Amortized intangible assets, net | 13,577 | 16,234 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 6,267 | 6,267 |
Accumulated amortization of intangible assets | (5,383) | (5,297) |
Amortized intangible assets, net | 884 | 970 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 32,064 | 32,064 |
Accumulated amortization of intangible assets | (19,632) | (17,061) |
Amortized intangible assets, net | 12,432 | 15,003 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 261 | 261 |
Accumulated amortization of intangible assets | 0 | 0 |
Amortized intangible assets, net | $ 261 | $ 261 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 2,658 | |
2024 | 1,400 | |
2025 | 979 | |
2026 | 979 | |
2027 | 979 | |
Thereafter | 6,582 | |
Amortized intangible assets, net | $ 13,577 | $ 16,234 |
Inventory Financing Agreement_2
Inventory Financing Agreements - Schedule Obligations Under Inventory Financing Agreements (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Supply Commitment [Line Items] | ||
Obligations under inventory financing agreements | $ 893,065 | $ 737,704 |
Supply and Offtake Agreement | ||
Supply Commitment [Line Items] | ||
Obligations under inventory financing agreements | 732,511 | 569,158 |
Washington Refinery Intermediation Agreement | ||
Supply Commitment [Line Items] | ||
Obligations under inventory financing agreements | $ 160,554 | $ 168,546 |
Inventory Financing Agreement_3
Inventory Financing Agreements - Supply and Offtake Agreements (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Jul. 01, 2021 USD ($) | Jun. 01, 2021 USD ($) mbpd d | Feb. 01, 2020 USD ($) settlement_payment | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 25, 2022 USD ($) | May 31, 2021 USD ($) | Jun. 01, 2018 USD ($) | |
London Interbank Offered Rate (LIBOR) | ||||||||||
Basis spread on variable rate | 3.25% | |||||||||
Supply and Offtake Agreement | ||||||||||
Barrels of crude per day provided by J. Aron | mbpd | 150 | |||||||||
Commitment period | 1 year | |||||||||
Service agreement termination prior to extension, term | 120 days | |||||||||
Inventory maintain minimum liquidity of not less than amount | $ 15,000,000 | |||||||||
Number of consecutive business days | d | 3 | |||||||||
Inventory liquidity consisting of cash and cash equivalents | $ 7,500,000 | |||||||||
Amount of deferred payment arrangement | $ 165,000,000 | $ 215,000,000 | ||||||||
Percentage of receivables and inventory for deferred payment | 85% | |||||||||
Percentage of receivables for deferred payment | 85% | |||||||||
Purchase and supply commitment deferred payment arrangement inventory amount | $ 82,500,000 | 107,500,000 | ||||||||
Percentage of inventory for deferred payment | 85% | |||||||||
Deferred payment arrangement, reserve amount | 5,000,000 | |||||||||
Deferred payment arrangement, outstanding threshold | $ 165,000,000 | |||||||||
Fee agreement receivable | $ 800,000 | $ 6,200,000 | $ 18,200,000 | $ 2,200,000 | ||||||
Number of payments | settlement_payment | 15 | |||||||||
Fee adjustments | $ 4,500,000 | |||||||||
Number of fee agreement payments | 0 | |||||||||
Fixed market fees | $ 8,800,000 | $ 13,500,000 | $ 1,300,000 | |||||||
Supply and Offtake Agreement | Minimum | ||||||||||
Basis spread on variable rate | 3.50% | |||||||||
Supply and Offtake Agreement | Maximum | ||||||||||
Basis spread on variable rate | 4% | |||||||||
Supply and Offtake Agreement | London Interbank Offered Rate (LIBOR) | ||||||||||
Basis spread on variable rate | 3.50% | |||||||||
Deferred payment availability fee | 0.75% |
Inventory Financing Agreement_4
Inventory Financing Agreements - Washington Refinery Intermediation Agreement (Details) - Washington Refinery Intermediation Agreement - USD ($) $ in Millions | 12 Months Ended | |||
Nov. 01, 2019 | Dec. 31, 2022 | Nov. 02, 2022 | May 09, 2022 | |
Supply Commitment [Line Items] | ||||
Percentage of receivables and inventory for deferred payment | 95% | |||
Amount of deferred payment arrangement | $ 90 | |||
Line credit maximum borrowing amount | $ 110 | $ 115 | ||
Commitment fee percentage | 0.75% |
Inventory Financing Agreement_5
Inventory Financing Agreements - Outstanding Borrowings, Letters Of Credit, And Contractual Undertaking Obligations Under The Intermediation Agreements (Details) - Washington Refinery Intermediation Agreement - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Discretionary Draw Facility | ||
Supply Commitment [Line Items] | ||
Outstanding amount of deferred payment arrangement | $ 204,843 | $ 126,225 |
Current borrowing capacity | 204,843 | 126,225 |
MLC Receivable Advances | ||
Supply Commitment [Line Items] | ||
Outstanding amount of deferred payment arrangement | 56,601 | 54,538 |
Current borrowing capacity | 56,601 | 54,538 |
Repayments of lines of credit | 0 | 0 |
MLC Receivable Advances | Letter of Credit | ||
Supply Commitment [Line Items] | ||
Letters of credit outstanding | $ 115,001 | $ 166,950 |
Inventory Financing Agreement_6
Inventory Financing Agreements - Schedule of Inventory Intermediation Fees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supply Commitment [Line Items] | |||
Interest expense | $ 68,288 | $ 66,493 | $ 70,222 |
Cost of revenues (excluding depreciation) | 6,376,014 | 4,338,474 | 2,947,697 |
Supply and Offtake Agreement | |||
Supply Commitment [Line Items] | |||
Cost of goods and services sold | 100,610 | 21,612 | 12,034 |
Interest expense | 6,150 | 3,015 | 3,044 |
Supply and Offtake Agreement | Inventory Intermediation | Mandatory Market Structure Roll Fees | |||
Supply Commitment [Line Items] | |||
Cost of revenues (excluding depreciation) | 63,300 | 4,000 | |
Supply and Offtake Agreement | Inventory Intermediation | Market Structure Benefit | |||
Supply Commitment [Line Items] | |||
Cost of revenues (excluding depreciation) | 3,000 | ||
Washington Refinery Intermediation Agreement | |||
Supply Commitment [Line Items] | |||
Cost of goods and services sold | 3,000 | 3,236 | 4,112 |
Interest expense | $ 10,111 | $ 4,900 | $ 2,791 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Accrued Liabilities [Line Items] | ||
Accrued payroll and other employee benefits | $ 27,815 | $ 19,710 |
Gross environmental credit obligations | 549,791 | 311,014 |
Other | 62,888 | 39,700 |
Total | 640,494 | 370,424 |
Warehouse stock and other | 307,701 | 166,341 |
Renewable Identification Numbers “RINs” and Environmental Credits | ||
Other Accrued Liabilities [Line Items] | ||
Warehouse stock and other | $ 258,200 | $ 120,100 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 05, 2020 |
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 515,439,000 | $ 579,875,000 | |
Less: unamortized discount and deferred financing costs | (9,907,000) | (15,317,000) | |
Total debt, net of unamortized discount and deferred financing costs | 505,532,000 | 564,558,000 | |
Less: current maturities, net of unamortized discount and deferred financing costs | (10,956,000) | (10,841,000) | |
Long-term debt, net of current maturities | $ 494,576,000 | 553,717,000 | |
7.75% Senior Secured Notes due 2025 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 7.75% | ||
7.75% Senior Secured Notes due 2025 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 7.75% | ||
Principal amount of long-term debt | $ 281,000,000 | 296,000,000 | |
Term Loan B due 2026 | Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 203,125,000 | 215,625,000 | |
12.875% Senior Secured Notes due 2026 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 12.875% | ||
12.875% Senior Secured Notes due 2026 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 12.875% | 12.875% | |
Principal amount of long-term debt | $ 31,314,000 | 68,250,000 | |
Revolving Credit Facility | ABL Credit Facility due 2025 | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 0 | $ 0 |
Debt - Long-Term Debt Maturitie
Debt - Long-Term Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 12,500 | |
2024 | 12,500 | |
2025 | 293,500 | |
2026 | 196,939 | |
2027 | 0 | |
Thereafter | 0 | |
Total | $ 515,439 | $ 579,875 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Revolving Credit Facility | ABL Revlover | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding | $ 19.5 | $ 18.5 |
Letters of Credit and Surety Bonds | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding | $ 5.9 | $ 5.9 |
Debt - 5.00% Convertible Senior
Debt - 5.00% Convertible Senior Notes Due 2021 (Details) - 5.00% Convertible Senior Notes due 2021 - USD ($) shares in Millions | 8 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2022 | Jun. 15, 2021 | Jun. 30, 2018 | Jun. 30, 2016 | |
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 5% | |||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 115,000,000 | |||||
Debt instrument, interest rate | 5% | 5% | ||||
Repurchase face amount | $ 66,300,000 | $ 66,300,000 | $ 48,700,000 | |||
Repayments of convertible debt | $ 18,600,000 | |||||
Issuance of common stock for convertible notes repurchase, net (in shares) | 3.2 | |||||
Repurchase of convertible debt | $ 74,300,000 | |||||
Loss debt extinguishment and commitment costs | $ 6,100,000 | |||||
Convertible Debt | Whitebox Advisors, LLC | Affiliated Entity | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | 47,500,000 | |||||
Convertible Debt | Highbridge | Affiliated Entity | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 40,400,000 |
Debt - Retail Property Term Loa
Debt - Retail Property Term Loan (Details) - USD ($) | 12 Months Ended | ||
Mar. 29, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.25% | ||
Retail Property Term Loan | Term Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 45,000,000 | ||
Debt instrument, term | 20 years | ||
Debt extinguishment costs | $ 1,400,000 | ||
Retail Property Term Loan | Term Loan | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.50% |
Debt - ABL Credit Facility (Det
Debt - ABL Credit Facility (Details) - USD ($) | Feb. 02, 2022 | Dec. 31, 2022 | Mar. 30, 2022 | Dec. 31, 2021 | Dec. 21, 2017 |
Debt Instrument [Line Items] | |||||
Principal amount of long-term debt | $ 515,439,000 | $ 579,875,000 | |||
ABL Loan Agreement | Base Rate Loans | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, percentage of borrowing capacity | 12.50% | ||||
Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, covenant, interest coverage ratio | 1 | ||||
Revolving Credit Facility | ABL Revlover | |||||
Debt Instrument [Line Items] | |||||
Line credit maximum borrowing amount | $ 142,500,000 | ||||
Principal amount of long-term debt | 0 | $ 0 | |||
Line of credit facility, borrowing base | $ 85,100,000 | ||||
Effective percentage | 2.70% | 2.60% | |||
Revolving Credit Facility | ABL Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line credit maximum borrowing amount | $ 85,000,000 | ||||
Revolving Credit Facility | ABL Loan Agreement | |||||
Debt Instrument [Line Items] | |||||
Line credit maximum borrowing amount | $ 105,000,000 | 142,500,000 | |||
Line of credit facility, borrowing base | 7,500,000 | ||||
Line of credit facility, accordion feature, higher borrowing capacity option | $ 50,000,000 | $ 12,500,000 | |||
Revolving Credit Facility | ABL Loan Agreement | Fed Funds Effective Rate Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.005% | ||||
Revolving Credit Facility | ABL Loan Agreement | Term SOFR Loans | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.01% | ||||
Bridge Loan | ABL Loan Agreement | |||||
Debt Instrument [Line Items] | |||||
Line credit maximum borrowing amount | $ 15,000,000 | ||||
Letter of Credit | ABL Loan Agreement | |||||
Debt Instrument [Line Items] | |||||
Line credit maximum borrowing amount | $ 65,000,000 |
Debt - ABL Credit Facility Appl
Debt - ABL Credit Facility Applicable Margins (Details) - ABL Loan Agreement | Feb. 02, 2022 |
Borrowing Base Greater than 50% | Term SOFR Loans | |
Debt Instrument [Line Items] | |
Debt instrument margin rate | 1.25% |
Borrowing Base Greater than 50% | Base Rate Loans | |
Debt Instrument [Line Items] | |
Debt instrument margin rate | 0.25% |
Borrowing Base Greater than 30% and less than or Equal to 50% | Term SOFR Loans | |
Debt Instrument [Line Items] | |
Debt instrument margin rate | 1.50% |
Borrowing Base Greater than 30% and less than or Equal to 50% | Base Rate Loans | |
Debt Instrument [Line Items] | |
Debt instrument margin rate | 0.50% |
Borrowing Base Less Than or Equal to 30% | Term SOFR Loans | |
Debt Instrument [Line Items] | |
Debt instrument margin rate | 1.75% |
Borrowing Base Less Than or Equal to 30% | Base Rate Loans | |
Debt Instrument [Line Items] | |
Debt instrument margin rate | 0.75% |
Debt - 7.75% Senior Secured Not
Debt - 7.75% Senior Secured Notes Due 2025 (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jul. 14, 2022 | May 24, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Repayments of debt | $ 446,863 | $ 329,315 | $ 159,489 | ||
Debt extinguishment and commitment costs | (5,329) | (8,144) | $ 0 | ||
Principal amount of long-term debt | $ 515,439 | 579,875 | |||
7.75% Senior Secured Notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 7.75% | ||||
Senior Notes | 7.75% Senior Secured Notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 7.75% | ||||
Repayments of debt | $ 10,000 | $ 5,000 | 4,000 | ||
Redemption price, percentage | 95% | 97.50% | |||
Payment (Proceeds) From The Extinguishment of Debt Costs | $ (600) | ||||
Debt extinguishment and commitment costs | 200 | ||||
Principal amount of long-term debt | $ 281,000 | $ 296,000 |
Debt - Term Loan B Facility due
Debt - Term Loan B Facility due 2026 (Details) - USD ($) | 12 Months Ended | |||
Jan. 11, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Proceeds from borrowings | $ 384,874,000 | $ 186,773,000 | $ 250,387,000 | |
London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.25% | |||
Term Loan | Term Loan B | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 250,000,000 | |||
Proceeds from borrowings | 232,000,000 | |||
Effective percentage | 8.60% | |||
Periodic payment, principal amount | $ 3,100,000 | |||
Term Loan | Term Loan B | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 6.75% | |||
Term Loan | Term Loan B | Base Rate Loans | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 5.75% |
Debt - 12.875% Senior Secured N
Debt - 12.875% Senior Secured Notes due 2026 (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jun. 13, 2022 | May 27, 2022 | May 16, 2022 | Jun. 14, 2021 | Jun. 05, 2020 | May 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||
Repayments of debt | $ 446,863,000 | $ 329,315,000 | $ 159,489,000 | ||||||
Debt extinguishment and commitment costs | (5,329,000) | (8,144,000) | $ 0 | ||||||
Principal amount of long-term debt | $ 515,439,000 | 579,875,000 | |||||||
12.875% Senior Secured Notes due 2026 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 12.875% | ||||||||
12.875% Senior Secured Notes due 2026 | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 105,000,000 | ||||||||
Long-term debt | $ 98,800,000 | ||||||||
Debt instrument, interest rate | 12.875% | 12.875% | |||||||
Repayments of debt | $ 1,300,000 | $ 21,700,000 | $ 13,900,000 | $ 36,800,000 | |||||
Redemption price, percentage | 111% | 112.875% | 111.125% | ||||||
Redemption value | $ 4,700,000 | ||||||||
Debt extinguishment costs | 1,900,000 | ||||||||
Payment (Proceeds) From The Extinguishment of Debt Costs | 4,100,000 | ||||||||
Debt extinguishment and commitment costs | 1,600,000 | ||||||||
Principal amount of long-term debt | $ 31,314,000 | $ 68,250,000 |
Debt - Mid Pac Term Loan (Detai
Debt - Mid Pac Term Loan (Details) | Sep. 27, 2018 |
Term Loan | Mid Pac Term Loan due 2028 | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 4.375% |
Debt - PHL Term Loan (Details)
Debt - PHL Term Loan (Details) - PHL Term Loan - Term Loan | Apr. 13, 2020 USD ($) |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 6,000,000 |
Debt instrument, interest rate | 2.75% |
Debt instrument, term | 25 years |
Debt - Guarantors (Details)
Debt - Guarantors (Details) $ in Millions | Feb. 06, 2019 USD ($) |
Debt Disclosure [Abstract] | |
Initial offering price | $ 750 |
Derivatives - Schedule of Notio
Derivatives - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) bbl in Thousands | 12 Months Ended |
Dec. 31, 2022 bbl | |
Credit Derivatives [Line Items] | |
Purchases | 52,416 |
Sales | (53,161) |
Net | (745) |
Futures | |
Credit Derivatives [Line Items] | |
Purchases | 50,892 |
Sales | (51,147) |
Net | (255) |
Swaps | |
Credit Derivatives [Line Items] | |
Purchases | 1,524 |
Sales | (2,014) |
Net | (490) |
Derivatives - Schedule of Optio
Derivatives - Schedule of Option Collars at Each of Our Refineries (Details) | 12 Months Ended |
Dec. 31, 2022 $ / bbl bbl | |
Option Collars | |
Derivative [Line Items] | |
Derivative contracts, barrels | bbl | 67,500 |
Option Collar Floor | |
Derivative [Line Items] | |
Derivative, average price risk option strike price | 69.01 |
Option Collar Ceiling | |
Derivative [Line Items] | |
Derivative, average price risk option strike price | 92.36 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative, average fixed interest rate | 3.91% |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivatives Fair Value Amounts (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid and other current assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | $ 40,800 | $ 6,100 |
Other Noncurrent Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | 9,500 | 9,500 |
Commodity derivatives | Prepaid and other current assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | 495 | 1,260 |
Commodity derivatives | Other accrued liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | (10,989) | (1,431) |
J. Aron repurchase obligation derivative | Over the Counter | Obligations under inventory financing agreements | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | (12,156) | (15,151) |
MLC terminal obligation derivative | Over the Counter | Obligations under inventory financing agreements | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset (Liability) | $ 14,435 | $ (22,170) |
Derivatives - Schedule of Pre-T
Derivatives - Schedule of Pre-Tax Gain (Loss) Recognized in the Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commodity derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivatives gain (loss) | $ (65,814) | $ (22,417) | $ (51,902) |
J. Aron repurchase obligation derivative | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivatives gain (loss) | 2,995 | 5,646 | (20,970) |
MLC terminal obligation derivative | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivatives gain (loss) | (49,636) | (73,256) | 39,820 |
Interest rate derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivatives gain (loss) | $ 0 | $ 104 | $ (2,265) |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 $ / MMBTU | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / MMBTU | Mar. 31, 2020 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||
Henry Hub, average spot price ($/MMBtu) | $ / MMBTU | 2.03 | 2.29 | |||
Impairment expense | $ 0 | $ 1,838 | $ 85,806 | ||
Fair Value Idling | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Impairment expense | $ 200 | ||||
Measurement Input, Discount Rate | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Fair value, input, level 3 | 10% | ||||
Laramie Energy Company | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments, fair value | $ 1,900 | ||||
Equity method investment, aggregate cost | $ 47,200 | ||||
Impairment charge | 45,294 | ||||
Refining and Retail Segment | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Impairment expense | 67,922 | ||||
Refining | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Impairment expense | 38,100 | ||||
Retail | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Impairment expense | 29,800 | ||||
Par West - Asset Acquisition | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Impairment expense | $ 17,900 |
Fair Value Measurements - Commo
Fair Value Measurements - Common Stock Warrants (Details) | Dec. 31, 2022 $ / bbl |
Fair Value Disclosures [Abstract] | |
Derivative forward weighted average price | 14.07 |
Derivative forward discount price | 17.90 |
Derivative forward premium Price | 85.04 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities | ||
Warehouse stock and other | $ 307,701 | $ 166,341 |
Prepaid and other current assets | ||
Liabilities | ||
Cash collateral | 40,800 | 6,100 |
Other Noncurrent Assets | ||
Liabilities | ||
Cash collateral | 9,500 | 9,500 |
Renewable Identification Numbers “RINs” and Environmental Credits | ||
Liabilities | ||
Warehouse stock and other | 258,200 | 120,100 |
Fair Value, Measurements, Recurring | ||
Liabilities | ||
Liabilities, fair value disclosure, gross | (727,916) | (357,302) |
Derivative, fair value, net | 169,415 | 7,536 |
Financial and nonfinancial liabilities, fair value disclosure | (558,501) | (349,766) |
Fair Value, Measurements, Recurring | Prepaid and other current assets | ||
Liabilities | ||
Cash collateral | 50,300 | |
Fair Value, Measurements, Recurring | Other Noncurrent Assets | ||
Liabilities | ||
Cash collateral | 15,600 | |
Fair Value, Measurements, Recurring | Level 1 | ||
Liabilities | ||
Liabilities, fair value disclosure, gross | (172,529) | (3,964) |
Fair Value, Measurements, Recurring | Level 2 | ||
Liabilities | ||
Liabilities, fair value disclosure, gross | (557,666) | (316,017) |
Fair Value, Measurements, Recurring | Level 3 | ||
Liabilities | ||
Liabilities, fair value disclosure, gross | 2,279 | (37,321) |
Fair Value, Measurements, Recurring | Exchange Traded | Commodity derivatives | ||
Assets | ||
Gross Fair Value | 169,910 | 8,796 |
Effect of Counter-party Netting | (169,415) | (7,536) |
Net carrying value on balance sheet | 495 | 1,260 |
Liabilities | ||
Gross Fair Value | (180,404) | (8,967) |
Effect of Counter-party Netting | 169,415 | 7,536 |
Net Carrying Value on Balance Sheet | (10,989) | (1,431) |
Fair Value, Measurements, Recurring | Exchange Traded | J. Aron repurchase obligation derivative | ||
Liabilities | ||
Gross Fair Value | (12,156) | (15,151) |
Effect of Counter-party Netting | 0 | 0 |
Net Carrying Value on Balance Sheet | (12,156) | (15,151) |
Fair Value, Measurements, Recurring | Exchange Traded | MLC terminal obligation derivative | ||
Liabilities | ||
Gross Fair Value | 14,435 | (22,170) |
Effect of Counter-party Netting | 0 | 0 |
Net Carrying Value on Balance Sheet | 14,435 | (22,170) |
Fair Value, Measurements, Recurring | Exchange Traded | Gross environmental credit obligations | ||
Liabilities | ||
Gross Fair Value | (549,791) | (311,014) |
Effect of Counter-party Netting | 0 | 0 |
Net Carrying Value on Balance Sheet | (549,791) | (311,014) |
Fair Value, Measurements, Recurring | Exchange Traded | Level 1 | Commodity derivatives | ||
Assets | ||
Gross Fair Value | 161,541 | 4,283 |
Liabilities | ||
Gross Fair Value | (172,529) | (3,964) |
Fair Value, Measurements, Recurring | Exchange Traded | Level 1 | J. Aron repurchase obligation derivative | ||
Liabilities | ||
Gross Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Exchange Traded | Level 1 | MLC terminal obligation derivative | ||
Liabilities | ||
Gross Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Exchange Traded | Level 1 | Gross environmental credit obligations | ||
Liabilities | ||
Gross Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Exchange Traded | Level 2 | Commodity derivatives | ||
Assets | ||
Gross Fair Value | 8,369 | 4,513 |
Liabilities | ||
Gross Fair Value | (7,875) | (5,003) |
Fair Value, Measurements, Recurring | Exchange Traded | Level 2 | J. Aron repurchase obligation derivative | ||
Liabilities | ||
Gross Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Exchange Traded | Level 2 | MLC terminal obligation derivative | ||
Liabilities | ||
Gross Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Exchange Traded | Level 2 | Gross environmental credit obligations | ||
Liabilities | ||
Gross Fair Value | (549,791) | (311,014) |
Fair Value, Measurements, Recurring | Exchange Traded | Level 3 | Commodity derivatives | ||
Assets | ||
Gross Fair Value | 0 | 0 |
Liabilities | ||
Gross Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Exchange Traded | Level 3 | J. Aron repurchase obligation derivative | ||
Liabilities | ||
Gross Fair Value | (12,156) | (15,151) |
Fair Value, Measurements, Recurring | Exchange Traded | Level 3 | MLC terminal obligation derivative | ||
Liabilities | ||
Gross Fair Value | 14,435 | (22,170) |
Fair Value, Measurements, Recurring | Exchange Traded | Level 3 | Gross environmental credit obligations | ||
Liabilities | ||
Gross Fair Value | $ 0 | $ 0 |
Fair Value Measurements - Der_2
Fair Value Measurements - Derivative Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, beginning of period | $ (37,321) | $ (30,958) | $ (22,750) |
Settlements | 86,242 | 61,247 | (31,328) |
Total gains (losses) included in earnings | (46,642) | (67,610) | 23,120 |
Balance, end of period | $ 2,279 | $ (37,321) | $ (30,958) |
Fair Value Recurring Basis Unobservable Input Reconciliation Liability Gain Loss Statement Of Income Extensible List Not Disclosed Flag | Total gains (losses) included in earnings |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Fair Value of Long-Term Debt and Other Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
7.75% Senior Secured Notes due 2025 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, interest rate | 7.75% | |
12.875% Senior Secured Notes due 2026 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, interest rate | 12.875% | |
Level 2 | Carrying Value | ABL Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | $ 0 | $ 0 |
Level 2 | Carrying Value | 7.75% Senior Secured Notes due 2025 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 277,137 | 290,621 |
Level 2 | Carrying Value | Term Loan B due 2026 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 198,268 | 208,903 |
Level 2 | Carrying Value | 12.875% Senior Secured Notes due 2026 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 30,127 | 65,034 |
Level 2 | Fair Value | ABL Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 2 | Fair Value | 7.75% Senior Secured Notes due 2025 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 276,785 | 299,700 |
Level 2 | Fair Value | Term Loan B due 2026 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 201,094 | 214,827 |
Level 2 | Fair Value | 12.875% Senior Secured Notes due 2026 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | $ 34,029 | $ 75,758 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | |||||
Mar. 12, 2021 USD ($) Property | Feb. 23, 2021 USD ($) retail_site | Feb. 11, 2021 USD ($) retail_site option | Dec. 31, 2022 USD ($) option | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Lessee, lease, number of renewal option | option | 1 | |||||
Operating lease undiscounted amount | $ 11,600 | |||||
Finance lease undiscounted amount | 3,800 | |||||
Number of real estate properties | retail_site | 21 | 22 | ||||
Sale leaseback transaction, aggregate purchase price | $ 5,800 | $ 107,000 | $ 112,800 | |||
Number of properties | Property | 1 | |||||
Gain on sale of assets, net | 169 | $ 64,697 | $ 0 | |||
Sale-leaseback transaction term of contract | 15 years | |||||
Number of renewal terms | option | 4 | |||||
Sale-leaseback transaction renewal terms | 5 years | |||||
Operating lease right-of-use assets | 350,761 | $ 383,824 | ||||
Lease Agreements | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Gain on sale of assets, net | 63,900 | |||||
Operating lease right-of-use assets | 81,300 | |||||
Other liabilities | $ 12,400 | |||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease, remaining lease term (or more than 30 years) | 1 year | |||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease, remaining lease term (or more than 30 years) | 30 years |
Leases - Leased Assets and Liab
Leases - Leased Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finance | ||
Property, plant, and equipment | $ 21,150 | $ 20,556 |
Accumulated amortization | (10,308) | (8,397) |
Property, plant, and equipment, net | 10,842 | 12,159 |
Operating | ||
Operating lease right-of-use assets | 350,761 | 383,824 |
Total right-of-use assets | 361,603 | 395,983 |
Current | ||
Finance | 1,782 | 1,540 |
Operating | 66,081 | 53,640 |
Long-term | ||
Finance | 6,311 | 7,691 |
Operating | 292,701 | 335,094 |
Total lease liabilities | $ 366,875 | $ 397,965 |
Weighted-average remaining lease term (in years) | ||
Finance | 5 years 7 months 6 days | 6 years 3 months 14 days |
Operating | 9 years | 11 years 3 months 10 days |
Weighted-average discount rate | ||
Finance | 7.38% | 7.46% |
Operating | 7.10% | 6.70% |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant, and equipment, net | Property, plant, and equipment, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other accrued liabilities | Other accrued liabilities |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease cost | |||
Amortization of finance lease ROU assets | $ 1,917 | $ 1,913 | $ 2,007 |
Interest on lease liabilities | 619 | 655 | 654 |
Operating lease cost | 89,591 | 91,882 | 106,256 |
Variable lease cost | 5,478 | 6,716 | 9,802 |
Short-term lease cost | 8,575 | 1,013 | 1,926 |
Net lease cost | 106,180 | 102,179 | 120,645 |
Operating lease income | (11,030) | (3,149) | $ (3,201) |
Property, plant, and equipment, net associated | $ 9,200 | $ 10,800 | |
Operating Lease Income Comprehensive Income Extensible List Not Disclosed Flag | Operating lease income (1) |
Leases - Cash Flow (Details)
Leases - Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of liabilities | |||
Financing cash flows from finance leases | $ 1,620 | $ 1,914 | $ 1,932 |
Operating cash flows from finance leases | 614 | 658 | 656 |
Operating cash flows from operating leases | 85,681 | 89,677 | 103,270 |
Non-cash supplemental amounts | |||
ROU assets obtained in exchange for new finance lease liabilities | 594 | 1,936 | 3,476 |
ROU assets obtained in exchange for new operating lease liabilities | 64,567 | 97,011 | 22,529 |
ROU assets terminated in exchange for release from finance lease liabilities | 0 | 0 | 0 |
ROU assets terminated in exchange for release from operating lease liabilities | $ 32,902 | $ 6,847 | $ 7,738 |
Leases - Maturity Schedule (Det
Leases - Maturity Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finance leases | ||
2023 | $ 2,286 | |
2024 | 1,955 | |
2025 | 1,794 | |
2026 | 1,327 | |
2027 | 1,098 | |
Thereafter | 1,582 | |
Total lease payments | 10,042 | |
Less amount representing interest | (1,949) | |
Present value of lease liabilities | 8,093 | |
Operating leases | ||
2023 | 88,546 | |
2024 | 75,129 | |
2025 | 50,823 | |
2026 | 45,777 | |
2027 | 43,575 | |
Thereafter | 160,849 | |
Total lease payments | 464,699 | |
Less amount representing interest | (105,917) | |
Present value of lease liabilities | 358,782 | |
Total | ||
2023 | 90,832 | |
2024 | 77,084 | |
2025 | 52,617 | |
2026 | 47,104 | |
2027 | 44,673 | |
Thereafter | 162,431 | |
Total lease payments | 474,741 | |
Less amount representing interest | (107,866) | |
Total lease liabilities | $ 366,875 | $ 397,965 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) claim | Dec. 31, 2021 | Dec. 31, 2020 | |
Long-term Purchase Commitment [Line Items] | |||
Bankruptcy claims number of claims to be settled | claim | 2 | ||
Bankruptcy claims amount of claims to be settled | $ 22,400 | ||
Settlement liabilities, current | 500 | ||
Maximum bankruptcy claims remaining | $ 22,400 | ||
Predecessor working ownership percentage | 3.40% | ||
Allowed claims, settlement ratio | 0.0544 | ||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | One Major Customer | |||
Long-term Purchase Commitment [Line Items] | |||
Concentration risk, percentage | 17% | 13% | 13% |
Tesoro Corporation | Indemnification Agreement | |||
Long-term Purchase Commitment [Line Items] | |||
Guarantor obligations, deductible | $ 1,000 | ||
Guarantor obligations, maximum exposure, undiscounted | 15,000 | ||
Wyoming Refinery One | |||
Long-term Purchase Commitment [Line Items] | |||
Accrual for environmental loss contingencies | $ 14,800 | ||
Environmental costs recognized, period for recognition of one third costs | 5 years | ||
Environmental costs recognized, period for recognition | 30 years | ||
Wyoming Refinery Two | Waste Water Treatment System | |||
Long-term Purchase Commitment [Line Items] | |||
Accrual for environmental loss contingencies | $ 11,600 | ||
Wyoming Refinery | |||
Long-term Purchase Commitment [Line Items] | |||
Loss contingency, range of possible loss, portion not accrued | 300 | ||
State Tax Authority | Washington Department Of Revenue | |||
Long-term Purchase Commitment [Line Items] | |||
Income tax examination, estimate of possible loss | $ 1,400 |
Stockholders' Equity - Registra
Stockholders' Equity - Registration Rights Agreement (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Equity [Abstract] | |
Maximum amount of repurchase rights agreement | $ 50 |
Effectiveness penalty percentage | 0.25% |
Purchase price allocation percentage | 0.75% |
Stockholders' Equity - Issuance
Stockholders' Equity - Issuance of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||||||||
Jun. 13, 2022 | May 27, 2022 | May 16, 2022 | Jun. 14, 2021 | Mar. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 15, 2021 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||
Repayments of debt | $ 446,863 | $ 329,315 | $ 159,489 | |||||||
5.00% Convertible Senior Notes due 2021 | Convertible Debt | ||||||||||
Class of Stock [Line Items] | ||||||||||
Repurchase face amount | $ 48,700 | $ 66,300 | ||||||||
12.875% Senior Secured Notes due 2026 | Senior Notes | ||||||||||
Class of Stock [Line Items] | ||||||||||
Repayments of debt | $ 1,300 | $ 21,700 | $ 13,900 | $ 36,800 | ||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | 5,750 | |||||||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||||||
Public offering price, per share (in dollars per share) | $ 16 | |||||||||
Proceeds from equity offering | $ 87,200 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Nov. 10, 2021 | |
Class of Stock [Line Items] | |||
Treasury stock acquired (in shares) | 420 | 59 | |
Treasury stock, value, acquired, cost method | $ 5.8 | $ 0.8 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 50 |
Stockholders' Equity - Incentiv
Stockholders' Equity - Incentive Plan and Stock Purchase Plan (Details) shares in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Class of Stock [Line Items] | |
Number of shares authorized (in shares) | 9 |
Available future grants and awards (in shares) | 3.4 |
Award vesting period | 4 years |
Expiration period | 8 years |
Anniversary period | 18 months |
Restricted Stock Awards | |
Class of Stock [Line Items] | |
Award vesting period | 4 years |
Restricted Stock Units | |
Class of Stock [Line Items] | |
Award vesting period | 3 years |
Cliff period | 1 year |
Employee Stock | Stock Purchase Plan | |
Class of Stock [Line Items] | |
Maximum stock purchase per employee | $ | $ 1,000,000 |
Stock purchase plan restricted sale of stock period | 2 years |
Percent of common stock granted in proportion to common stock purchased | 20% |
Vesting percentage of restricted stock granted in relation to shares purchased under the stock purchase plan | 50% |
Vesting period of restricted stock granted in relation to shares purchased under the stock purchase plan | 2 years |
Term for stock option purchase in relation to stock purchase plan | 5 years |
Vesting period of stock options purchased in relation to shares purchased under the stock purchase plan | 2 years |
Vesting percentage of purchase of stock options in relation to shares purchased under the stock purchase plan | 50% |
Employee Stock | Stock Purchase Plan | Non-Employee Chairman | |
Class of Stock [Line Items] | |
Vesting percentage of purchase of stock options in relation to shares purchased under the stock purchase plan | 50% |
Employee Stock | Stock Purchase Plan | Non-Employee Board Member | |
Class of Stock [Line Items] | |
Vesting percentage of purchase of stock options in relation to shares purchased under the stock purchase plan | 35% |
Employee Stock | Stock Purchase Plan | Executive Officer | Minimum | |
Class of Stock [Line Items] | |
Vesting percentage of purchase of stock options in relation to shares purchased under the stock purchase plan | 50% |
Employee Stock | Stock Purchase Plan | Executive Officer | Maximum | |
Class of Stock [Line Items] | |
Vesting percentage of purchase of stock options in relation to shares purchased under the stock purchase plan | 70% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Compensation Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Awards | |||
Class of Stock [Line Items] | |||
Compensation expense | $ 5,172 | $ 4,657 | $ 3,939 |
Restricted Stock Units | |||
Class of Stock [Line Items] | |||
Compensation expense | 1,451 | 1,356 | 1,510 |
Stock Option Awards | |||
Class of Stock [Line Items] | |||
Compensation expense | $ 2,540 | $ 1,939 | $ 1,660 |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Plan (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (in shares) | 3,400 | ||
ESPP | Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Remaining number of shares authorized to be repurchase (in shares) | 135 | ||
Share-based compensation expense | $ 200 | $ 200 | $ 200 |
Discount from market price, offering date | 15% | ||
Number of shares issued to employees (in shares) | 67 | 85 | 145 |
ESPP | Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Purchase price of common stock, percent | 85% | ||
Maximum purchase value during offering period, per employee | $ 15 | ||
ESPP | Employee Stock Purchase Plan | Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (in shares) | 500 | ||
ESPP | Employee Stock Purchase Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of purchase value during offering period, per employee | 0% | ||
ESPP | Employee Stock Purchase Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of purchase value during offering period, per employee | 10% |
Stockholders' Equity - Manageme
Stockholders' Equity - Management Stock Purchase Plan (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of securities called to be received (in shares) | 1 |
Deferred and Matching Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued (in shares) | 0 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Awards | |||
Shares | |||
Non vested balance, beginning of period (in shares) | 760 | ||
Granted (in shares) | 464 | ||
Vested (in shares) | (336) | ||
Forfeited (in shares) | (94) | ||
Non vested balance, end of period (in shares) | 794 | 760 | |
Weighted- Average Grant Date Fair Value | |||
Non vested balance, beginning of period (USD per share) | $ 17.19 | ||
Granted (USD per share) | 15.27 | $ 16.38 | $ 16.97 |
Vested (USD per share) | 17.01 | ||
Forfeited (USD per share) | 16.49 | ||
Non vested balance, end of period (USD per share) | $ 16.24 | $ 17.19 | |
Options vested in period, fair value | $ 5,718 | $ 4,370 | $ 3,787 |
Performance Restricted Stock Units | |||
Shares | |||
Non vested balance, beginning of period (in shares) | 158 | ||
Granted (in shares) | 50 | ||
Vested (in shares) | (70) | ||
Forfeited (in shares) | (25) | ||
Non vested balance, end of period (in shares) | 113 | 158 | |
Weighted- Average Grant Date Fair Value | |||
Non vested balance, beginning of period (USD per share) | $ 17.61 | ||
Granted (USD per share) | 14.91 | $ 16.52 | $ 19.73 |
Vested (USD per share) | 17.31 | ||
Forfeited (USD per share) | 16.81 | ||
Non vested balance, end of period (USD per share) | $ 16.78 | $ 17.61 | |
Fair value of performance restricted stock units vested | $ 1,343 | $ 940 | $ 783 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative - Restricted Stock Awards and Stock Option Grants (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Award vesting period | 4 years | ||
Restricted Stock Awards | |||
Class of Stock [Line Items] | |||
Compensation not yet recognized, share-based awards other than options | $ 8.8 | $ 9 | |
Compensation cost not yet recognized, period for recognition | 1 year 8 months 8 days | 1 year 8 months 26 days | |
Award vesting period | 4 years | ||
Performance Restricted Stock Units | |||
Class of Stock [Line Items] | |||
Compensation not yet recognized, share-based awards other than options | $ 0.7 | $ 1.1 | |
Compensation cost not yet recognized, period for recognition | 1 year 8 months 8 days | 1 year 9 months 3 days | |
Award vesting period | 3 years | ||
Stock Option Awards | |||
Class of Stock [Line Items] | |||
Compensation cost not yet recognized, period for recognition | 1 year 9 months 14 days | 1 year 9 months 3 days | |
Weighted average grant price (in dollars per share) | $ 7.44 | $ 7.72 | $ 6.30 |
Total unrecognized compensation costs related to stock option awards | $ 3.7 | $ 3.8 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted Average Assumptions Stock Options Granted (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Expected life from date of grant (in years) | 5 years 3 months 18 days | 5 years 3 months 18 days | 5 years 3 months 18 days |
Expected volatility | 55.40% | 53.20% | 33.20% |
Risk-free interest rate | 1.83% | 0.64% | 1.31% |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity Schedule (Details) - Stock Option Awards - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | ||
Outstanding, Beginning of year (in shares) | 2,195 | |
Issued (in shares) | 449 | |
Exercise (in shares) | (349) | |
Forfeited / canceled (in shares) | (275) | |
Outstanding, End of year (in shares) | 2,020 | 2,195 |
Exercisable, end of year (in shares) | 1,300 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning of year (USD per share) | $ 18.50 | |
Issued (USD per share) | 14.91 | |
Exercised (USD per share) | 16.79 | |
Forfeited / canceled (USD per share) | 19.13 | |
Outstanding, end of year (USD per share) | 17.92 | $ 18.50 |
Exercisable, weighted average exercise price (USD per share) | $ 18.94 | |
Weighted-Average Remaining Contractual Term in Years | ||
Outstanding | 4 years 3 months 18 days | 4 years 2 months 12 days |
Options exercisable | 3 years 2 months 12 days | |
Aggregate Intrinsic Value | ||
Outstanding at Beginning | $ 446 | |
Outstanding at ending | 10,779 | $ 446 |
Exercisable | $ 5,608 |
Benefit Plans - Narrative (Deta
Benefit Plans - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Requisite service period | 30 days | |||
Employer matching contribution, percent of match | 6% | |||
Employers matching contribution, vesting percentage | 100% | |||
Defined contribution plan, maximum annual contributions per employee, amount | $ 130,000 | |||
Total plan contributions | $ 5,200,000 | $ 3,100,000 | $ 5,600,000 | |
Period with five consecutive years of highest average compensation | 10 years | |||
Defined benefit plan, benefit Obligation, period increase (decrease) | (6,000,000) | |||
Gain on curtailment of pension obligation | $ 0 | 2,032,000 | $ 0 | |
Defined benefit plan, actuarial gain | $ (4,000,000) | |||
Defined benefit plan assumptions used calculating benefit obligation change in discount rate | 23% | |||
Rate of compensation increase | 3% | |||
Fair value assumptions, expected term | 10 years | |||
Wyoming Refining plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Discount rate | 3.25% | 5.15% | 2.85% | 2.65% |
Rate of compensation increase | 0% | 0% | 3% | |
U.S. Oil plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Discount rate | 5% | 2.70% | 2.35% | |
Rate of compensation increase | 3% | 3% | 3% | |
Expected future employer contributions, next fiscal year | $ 0 |
Benefit Plans - Changes in Proj
Benefit Plans - Changes in Projected Benefit Obligations and Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in projected benefit obligation: | |||
Projected benefit obligation as of the beginning of the period | $ 56,411 | $ 60,479 | |
Service cost | 821 | 1,140 | $ 1,347 |
Interest cost | 1,538 | 1,538 | 1,642 |
Plan amendment | 0 | (446) | |
Actuarial gain | (15,178) | (2,508) | |
Benefits paid | (2,225) | (1,760) | |
Curtailment | 0 | (2,032) | 0 |
Projected benefit obligation as of the end of the period | 41,367 | 56,411 | 60,479 |
Changes in fair value of plan assets: | |||
Fair value of plan assets as of the beginning of the period | 49,821 | 46,161 | |
Actual return (loss) on plan assets | (6,957) | 5,420 | |
Employer contributions | 0 | 0 | |
Benefits paid | (2,225) | (1,760) | |
Fair value of plan assets as of the end of the period | $ 40,639 | $ 49,821 | $ 46,161 |
Benefit Plans - Unfunded Status
Benefit Plans - Unfunded Status (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | $ 41,367 | $ 56,411 | $ 60,479 |
Fair value of plan assets | 40,639 | 49,821 | $ 46,161 |
WY Refining | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | 24,730 | 34,333 | |
Fair value of plan assets | 21,940 | 28,076 | |
Underfunded/(overfunded) status | 2,790 | 6,257 | |
Non-current assets | 0 | 0 | |
Non-current liabilities | (2,790) | (6,257) | |
Net amount recorded | (2,790) | (6,257) | |
Net actuarial gain (loss) | 5,243 | 2,188 | |
Total accumulated other comprehensive income (loss) | 5,243 | 2,188 | |
U.S. Oil | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | 16,637 | 22,078 | |
Fair value of plan assets | 18,699 | 21,745 | |
Underfunded/(overfunded) status | (2,062) | 333 | |
Non-current assets | 2,062 | 0 | |
Non-current liabilities | 0 | (333) | |
Net amount recorded | 2,062 | (333) | |
Net actuarial gain (loss) | (318) | (2,892) | |
Total accumulated other comprehensive income (loss) | $ (318) | $ (2,892) |
Benefit Plans - Key Assumptions
Benefit Plans - Key Assumptions for Projected Benefit Obligation and Net Periodic Benefit Cost (Details) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Projected benefit obligation: | ||||
Rate of compensation increase | 3% | |||
Wyoming Refining plan | ||||
Projected benefit obligation: | ||||
Discount rate | 5.15% | 2.85% | 2.65% | 3.25% |
Rate of compensation increase | 0% | 0% | 3% | |
Net periodic benefit costs: | ||||
Discount rate | 2.85% | 3.25% | 3.30% | |
Expected long-term rate of return | 5.75% | 5.75% | 6.25% | |
Rate of compensation increase | 0% | 3% | 3% | |
U.S. Oil plan | ||||
Projected benefit obligation: | ||||
Discount rate | 5% | 2.70% | 2.35% | |
Rate of compensation increase | 3% | 3% | 3% | |
Net periodic benefit costs: | ||||
Discount rate | 2.70% | 2.35% | 3.10% | |
Expected long-term rate of return | 6% | 6% | 6% | |
Rate of compensation increase | 3% | 3% | 3% |
Benefit Plans - Net Periodic Be
Benefit Plans - Net Periodic Benefit Credit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of net periodic benefit (credit): | |||
Service cost | $ 821 | $ 1,140 | $ 1,347 |
Interest cost | 1,538 | 1,538 | 1,642 |
Expected return on plan assets | (2,596) | (2,375) | (2,323) |
Amortization of net loss | 3 | 245 | 176 |
Amortization of prior service cost | 0 | 0 | 1 |
Effect of curtailment | 0 | (2,032) | 0 |
Net periodic benefit credit | $ (234) | $ (1,484) | $ 843 |
Defined Benefit Plan Net Periodic Benefit Cost Credit Interest Cost Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | Interest cost | ||
Defined Benefit Plan Net Periodic Benefit Cost Credit Expected Return Loss Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | Expected return on plan assets | ||
Defined Benefit Plan Net Periodic Benefit Cost Credit Amortization Of Gain (Loss) Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | Amortization of net loss |
Benefit Plans - Asset Allocatio
Benefit Plans - Asset Allocation (Details) | Dec. 31, 2022 |
Wyoming Refining plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 100% |
Actual | 100% |
Wyoming Refining plan | Equity securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 40% |
Actual | 33% |
Wyoming Refining plan | Debt securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 50% |
Actual | 49% |
Wyoming Refining plan | Real estate | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 10% |
Actual | 18% |
U.S. Oil plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 100% |
Actual | 100% |
U.S. Oil plan | Equity securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 56% |
Actual | 50% |
U.S. Oil plan | Debt securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 43% |
Actual | 50% |
U.S. Oil plan | Cash and Cash Equivalents | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 1% |
Actual | 0% |
Benefit Plans - Project Benefit
Benefit Plans - Project Benefit Payment Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Retirement Benefits [Abstract] | |
2023 | $ 2,281 |
2024 | 2,322 |
2025 | 2,404 |
2026 | 2,632 |
2027 | 2,628 |
Thereafter | 13,441 |
Total | $ 25,708 |
Income (Loss) Per Share - Narra
Income (Loss) Per Share - Narrative (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2020 shares | |
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) | 61 |
Income (Loss) Per Share - Commu
Income (Loss) Per Share - Commutation of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2018 | Jun. 30, 2016 | |
Earnings Per Share Reconciliation [Abstract] | |||||
Net income (loss) | $ 364,189,000 | $ (81,297,000) | $ (409,086,000) | ||
Plus: Net income effect of convertible securities | 0 | 0 | 0 | ||
Numerator for diluted income (loss) per common share | $ 364,189,000 | $ (81,297,000) | $ (409,086,000) | ||
Basic weighted-average common stock shares outstanding (in shares) | 59,544 | 58,268 | 53,295 | ||
Plus: dilutive effects of common stock equivalents (in shares) | 339 | 0 | 0 | ||
Diluted weighted-average common stock shares outstanding (in shares) | 59,883 | 58,268 | 53,295 | ||
Basic income (loss) per common share (UDS per share) | $ 6.12 | $ (1.40) | $ (7.68) | ||
Diluted income (loss) per common share (USD per share) | $ 6.08 | $ (1.40) | $ (7.68) | ||
5.00% Convertible Senior Notes due 2021 | |||||
Earnings Per Share Reconciliation [Abstract] | |||||
Debt instrument, interest rate | 5% | ||||
5.00% Convertible Senior Notes due 2021 | Convertible Debt | |||||
Earnings Per Share Reconciliation [Abstract] | |||||
Convertible debt | $ 0 | ||||
Debt instrument, interest rate | 5% | 5% | |||
5.00% Convertible Senior Notes due 2021 | Senior Notes | |||||
Earnings Per Share Reconciliation [Abstract] | |||||
Debt instrument, interest rate | 5% | ||||
Restricted Stock Awards | |||||
Earnings Per Share Reconciliation [Abstract] | |||||
Antidilutive securities (in shares) | 234 | 925 | 475 | ||
Stock Option Awards | |||||
Earnings Per Share Reconciliation [Abstract] | |||||
Antidilutive securities (in shares) | 1,868 | 2,386 | 2,229 | ||
Convertible Debt Securities | |||||
Earnings Per Share Reconciliation [Abstract] | |||||
Antidilutive securities (in shares) | 0 | 1,230 | 2,704 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryovers | $ 1,200,000,000 | ||
Income tax expense (benefit) | 710,000 | $ 1,021,000 | $ (20,720,000) |
Unrecognized tax benefits, period increase (decrease) | 0 | ||
Operating loss carryforwards subject to expiration | 1,000,000,000 | ||
Operating loss carryforwards not subject to expiration | $ 200,000,000 |
Income Taxes - Taxes Expense (B
Income Taxes - Taxes Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
U.S.—Federal | $ 0 | $ 0 | $ 0 |
U.S.—State | 362 | 26 | 51 |
Foreign | 73 | 1,255 | 125 |
Deferred: | |||
U.S.—Federal | 236 | (223) | (20,509) |
U.S.—State | 39 | (37) | (387) |
Total | $ 710 | $ 1,021 | $ (20,720) |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
State income taxes, net of federal benefit | 0.10% | 0% | 0.10% |
Foreign taxes | 0% | (1.60%) | 0% |
Change in valuation allowance related to current activity | (21.30%) | (20.10%) | (14.00%) |
Permanent items | 0.40% | (0.60%) | (2.30%) |
Actual income tax rate | 0.20% | (1.30%) | 4.80% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Asset (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss | $ 308,457 | $ 424,112 |
Intangible assets | 830 | 1,912 |
Environmental credit obligations | 71,424 | 40,097 |
Other | 4,099 | 16,137 |
Total deferred tax assets | 384,810 | 482,258 |
Valuation allowance | (330,456) | (421,387) |
Net deferred tax assets | 54,354 | 60,871 |
Deferred tax liabilities: | ||
Inventory | 5,891 | 9,820 |
Property and equipment | 54,124 | 56,436 |
Total deferred tax liabilities | 60,015 | 66,256 |
Total deferred tax liability, net | $ (5,661) | $ (5,385) |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Segment Reporting [Abstract] | ||||
Number of business segments | segment | 4 | |||
Revenues | $ 7,321,785 | $ 4,710,089 | $ 3,124,870 | |
Cost of revenues (excluding depreciation) | 6,376,014 | 4,338,474 | 2,947,697 | |
Operating expense (excluding depreciation) | 342,209 | 299,669 | 277,427 | |
Depreciation and amortization | 99,769 | 94,241 | 90,036 | |
Impairment expense | 0 | 1,838 | 85,806 | |
Loss (gain) on sale of assets, net | (169) | (64,697) | 0 | |
General and administrative expense (excluding depreciation) | 62,396 | 48,096 | 41,288 | |
Acquisition and integration costs | 3,663 | 87 | 614 | |
Operating loss | 437,903 | (7,619) | (317,998) | |
Interest expense and financing costs, net | (68,288) | (66,493) | (70,222) | |
Debt extinguishment and commitment costs | (5,329) | (8,144) | 0 | |
Gain on curtailment of pension obligation | 0 | 2,032 | 0 | |
Other income, net | 613 | (52) | 1,049 | |
Change in value of common stock warrants | 0 | 0 | 4,270 | |
Equity losses from Laramie Energy, LLC | 0 | 0 | (46,905) | |
Income (loss) before income taxes | 364,899 | (80,276) | (429,806) | |
Income tax benefit (expense) | (710) | (1,021) | 20,720 | |
Net income (loss) | 364,189 | (81,297) | (409,086) | |
Total assets | 3,280,647 | 2,570,251 | 2,133,861 | |
Goodwill | 129,325 | 127,262 | 127,997 | $ 195,919 |
Capital expenditures | 53,025 | 29,533 | 63,522 | |
Refining | ||||
Revenues | 7,046,060 | 4,471,111 | 2,886,701 | |
Logistics | ||||
Revenues | 198,821 | 184,734 | 180,909 | |
Retail | ||||
Revenues | 570,206 | 456,416 | 363,713 | |
Operating Segments | Refining | ||||
Revenues | 7,046,060 | 4,471,111 | 2,886,701 | |
Cost of revenues (excluding depreciation) | 6,332,694 | 4,306,371 | 2,908,870 | |
Operating expense (excluding depreciation) | 245,992 | 213,102 | 199,738 | |
Depreciation and amortization | 65,472 | 58,258 | 53,930 | |
Impairment expense | 1,838 | 55,989 | ||
Loss (gain) on sale of assets, net | 1 | (19,659) | ||
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | |
Acquisition and integration costs | 0 | 0 | 0 | |
Operating loss | 401,901 | (88,799) | (331,826) | |
Total assets | 2,580,298 | 1,928,987 | 1,478,603 | |
Goodwill | 39,821 | 39,821 | 39,821 | |
Capital expenditures | 31,967 | 15,689 | 38,781 | |
Operating Segments | Logistics | ||||
Revenues | 198,821 | 184,734 | 180,909 | |
Cost of revenues (excluding depreciation) | 109,458 | 96,828 | 110,385 | |
Operating expense (excluding depreciation) | 14,988 | 14,722 | 13,581 | |
Depreciation and amortization | 20,579 | 22,044 | 21,899 | |
Impairment expense | 0 | 0 | ||
Loss (gain) on sale of assets, net | (253) | (19) | ||
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | |
Acquisition and integration costs | 0 | 0 | 0 | |
Operating loss | 54,049 | 51,159 | 35,044 | |
Total assets | 412,336 | 398,182 | 444,800 | |
Goodwill | 55,232 | 55,232 | 55,232 | |
Capital expenditures | 12,094 | 6,801 | 20,898 | |
Operating Segments | Retail | ||||
Revenues | 570,206 | 456,416 | 363,713 | |
Cost of revenues (excluding depreciation) | 428,712 | 337,476 | 234,885 | |
Operating expense (excluding depreciation) | 81,229 | 71,845 | 64,108 | |
Depreciation and amortization | 10,971 | 10,880 | 10,692 | |
Impairment expense | 0 | 29,817 | ||
Loss (gain) on sale of assets, net | 56 | (45,034) | ||
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | |
Acquisition and integration costs | 0 | 0 | 0 | |
Operating loss | 49,238 | 81,249 | 24,211 | |
Total assets | 244,233 | 228,245 | 193,365 | |
Goodwill | 34,272 | 32,209 | 32,944 | |
Capital expenditures | 7,652 | 5,917 | 2,547 | |
Corporate Reconciling Items And Eliminations | ||||
Revenues | (493,302) | (402,172) | (306,453) | |
Cost of revenues (excluding depreciation) | (494,850) | (402,201) | (306,443) | |
Operating expense (excluding depreciation) | 0 | 0 | 0 | |
Depreciation and amortization | 2,747 | 3,059 | 3,515 | |
Impairment expense | 0 | 0 | ||
Loss (gain) on sale of assets, net | 27 | 15 | ||
General and administrative expense (excluding depreciation) | 62,396 | 48,096 | 41,288 | |
Acquisition and integration costs | 3,663 | 87 | 614 | |
Operating loss | (67,285) | (51,228) | (45,427) | |
Total assets | 43,780 | 14,837 | 17,093 | |
Goodwill | 0 | 0 | 0 | |
Capital expenditures | $ 1,312 | $ 1,126 | $ 1,296 |
Related Party Transaction (Deta
Related Party Transaction (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2018 | Jun. 30, 2016 | |
Related Party Transaction [Line Items] | |||||
Percentage ownership of par common stock | 5% | ||||
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 | ||||
Equity Group Investments | Investor | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 | $ 0 | ||
5.00% Convertible Senior Notes due 2021 | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, interest rate | 5% | ||||
5.00% Convertible Senior Notes due 2021 | Convertible Debt | |||||
Related Party Transaction [Line Items] | |||||
Aggregate principal amount | $ 115,000,000 | ||||
Debt instrument, interest rate | 5% | 5% | |||
5.00% Convertible Senior Notes due 2021 | Convertible Debt | Whitebox Advisors, LLC | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Aggregate principal amount | 47,500,000 | ||||
5.00% Convertible Senior Notes due 2021 | Convertible Debt | Highbridge | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Aggregate principal amount | $ 40,400,000 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) | Feb. 23, 2023 | Feb. 15, 2023 | Feb. 14, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||
Gross proceeds from term loan | $ 515,439,000 | $ 579,875,000 | |||
Subsequent Event | Senior Notes | Senior Secured Term Loan B Due 2030 | |||||
Subsequent Event [Line Items] | |||||
Aggregate principal amount | $ 550,000,000 | ||||
Subsequent Event | Senior Notes | Tender Offer, 7.75% Senior Secured Note Due 2025 | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, interest rate | 7.75% | 7.75% | |||
Cash consideration for tender offer | $ 1,021.2 | ||||
Tender offer, gross amount of debt | $ 260,600,000 | ||||
Tender offer, redemption price percentage | 92.74% | ||||
Tender offer aggregate principal amount | $ 270,000 | ||||
Subsequent Event | Senior Notes | Tender Offer, 12.875% Senior Secured Note Due 2026 | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, interest rate | 12.875% | 12.875% | |||
Cash consideration for tender offer | $ 1,090.44 | ||||
Tender offer, gross amount of debt | $ 29,000,000 | ||||
Tender offer, redemption price percentage | 92.73% | ||||
Subsequent Event | Senior Notes | Term Loan | |||||
Subsequent Event [Line Items] | |||||
Gross proceeds from term loan | $ 550,000,000 |
Condensed Financial Informati_2
Condensed Financial Information of Registrant - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||||
Cash and cash equivalents | $ 490,925 | $ 112,221 | ||
Restricted cash | 4,001 | 4,000 | ||
Total cash, cash equivalents, and restricted cash | 494,926 | 116,221 | $ 70,309 | $ 128,428 |
Prepaid and other current assets | 92,043 | 28,525 | ||
Total current assets | 1,881,837 | 1,130,171 | ||
Property, plant, and equipment | ||||
Property, plant, and equipment | 1,224,567 | 1,180,397 | ||
Less accumulated depreciation and amortization | (388,733) | (323,892) | ||
Property, plant, and equipment, net | 835,834 | 856,505 | ||
Long-term assets | ||||
Operating lease right-of-use (“ROU”) assets | 350,761 | 383,824 | ||
Other long-term assets | 69,313 | 56,255 | ||
Total assets | 3,280,647 | 2,570,251 | 2,133,861 | |
Current liabilities | ||||
Accounts payable | 151,395 | 154,543 | ||
Accrued taxes | 32,099 | 28,641 | ||
Operating lease liabilities | 66,081 | 53,640 | ||
Other accrued liabilities | 640,494 | 370,424 | ||
Total current liabilities | 1,794,090 | 1,355,793 | ||
Long-term liabilities | ||||
Finance lease liabilities | 6,311 | 7,691 | ||
Operating lease liabilities | 292,701 | 335,094 | ||
Total liabilities | 2,636,110 | 2,304,551 | ||
Stockholders’ equity | ||||
Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued | 0 | 0 | ||
Common stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2022 and December 31, 2021, 60,470,837 shares and 60,161,955 shares issued at December 31, 2022 and December 31, 2021, respectively | 604 | 602 | ||
Additional paid-in capital | 836,491 | 821,713 | ||
Accumulated deficit | (200,687) | (559,117) | ||
Accumulated other comprehensive income (loss) | 8,129 | 2,502 | ||
Total stockholders’ equity | 644,537 | 265,700 | 246,274 | 648,242 |
Total liabilities and stockholders’ equity | 3,280,647 | 2,570,251 | ||
Parent Company | ||||
Current assets | ||||
Cash and cash equivalents | 2,547 | 4,086 | ||
Restricted cash | 331 | 330 | ||
Total cash, cash equivalents, and restricted cash | 2,878 | 4,416 | $ 810 | $ 7,052 |
Prepaid and other current assets | 2,229 | 15,664 | ||
Due from subsidiaries | 229,431 | 94,676 | ||
Total current assets | 234,538 | 114,756 | ||
Property, plant, and equipment | ||||
Property, plant, and equipment | 19,865 | 19,535 | ||
Less accumulated depreciation and amortization | (14,967) | (13,869) | ||
Property, plant, and equipment, net | 4,898 | 5,666 | ||
Long-term assets | ||||
Operating lease right-of-use (“ROU”) assets | 2,649 | 3,280 | ||
Investment in subsidiaries | 487,943 | 207,483 | ||
Other long-term assets | 723 | 724 | ||
Total assets | 730,751 | 331,909 | ||
Current liabilities | ||||
Accounts payable | 4,176 | 1,386 | ||
Accrued taxes | 47 | 48 | ||
Operating lease liabilities | 787 | 608 | ||
Other accrued liabilities | 511 | 9,805 | ||
Due to subsidiaries | 77,420 | 50,195 | ||
Total current liabilities | 82,941 | 62,042 | ||
Long-term liabilities | ||||
Finance lease liabilities | 0 | 17 | ||
Operating lease liabilities | 3,273 | 4,150 | ||
Total liabilities | 86,214 | 66,209 | ||
Stockholders’ equity | ||||
Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued | 0 | 0 | ||
Common stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2022 and December 31, 2021, 60,470,837 shares and 60,161,955 shares issued at December 31, 2022 and December 31, 2021, respectively | 604 | 602 | ||
Additional paid-in capital | 836,491 | 821,713 | ||
Accumulated deficit | (200,687) | (559,117) | ||
Accumulated other comprehensive income (loss) | 8,129 | 2,502 | ||
Total stockholders’ equity | 644,537 | 265,700 | ||
Total liabilities and stockholders’ equity | $ 730,751 | $ 331,909 |
Condensed Financial Informati_3
Condensed Financial Information of Registrant - Balance Sheets Additional Information (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
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) | 60,470,837 | 60,161,955 |
Condensed Financial Informati_4
Condensed Financial Information of Registrant - Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | |||
Depreciation and amortization | $ 99,769 | $ 94,241 | $ 90,036 |
Loss (gain) on sale of assets, net | (169) | (64,697) | 0 |
General and administrative expense (excluding depreciation) | 62,396 | 48,096 | 41,288 |
Acquisition and integration costs | 3,663 | 87 | 614 |
Total operating expenses | 6,883,882 | 4,717,708 | 3,442,868 |
Operating loss | 437,903 | (7,619) | (317,998) |
Other income (expense) | |||
Interest expense and financing costs, net | (68,288) | (66,493) | (70,222) |
Other income (expense), net | 613 | (52) | 1,049 |
Change in value of common stock warrants | 0 | 0 | 4,270 |
Equity in earnings (losses) from subsidiaries | 0 | 0 | (46,905) |
Total other expense, net | (73,004) | (72,657) | (111,808) |
Income (loss) before income taxes | 364,899 | (80,276) | (429,806) |
Income tax benefit (expense) | (710) | (1,021) | 20,720 |
Net income (loss) | 364,189 | (81,297) | (409,086) |
Parent Company | |||
Operating expenses | |||
Depreciation and amortization | 2,131 | 2,452 | 2,900 |
Loss (gain) on sale of assets, net | 27 | 15 | 0 |
General and administrative expense (excluding depreciation) | 17,882 | 12,435 | 11,097 |
Acquisition and integration costs | 3,396 | 87 | 0 |
Total operating expenses | 23,436 | 14,989 | 13,997 |
Operating loss | (23,436) | (14,989) | (13,997) |
Other income (expense) | |||
Interest expense and financing costs, net | (1) | (2,600) | (4,982) |
Other income (expense), net | (20) | (33) | (3) |
Change in value of common stock warrants | 0 | 0 | 4,270 |
Equity in earnings (losses) from subsidiaries | 388,008 | (63,649) | (394,197) |
Total other expense, net | 387,987 | (66,282) | (394,912) |
Income (loss) before income taxes | 364,551 | (81,271) | (408,909) |
Income tax benefit (expense) | (362) | (26) | (177) |
Net income (loss) | $ 364,189 | $ (81,297) | $ (409,086) |
Condensed Financial Informati_5
Condensed Financial Information of Registrant - Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Condensed Statement of Income Captions [Line Items] | ||||
Net income (loss) | $ 364,189 | $ (81,297) | $ (409,086) | |
Other comprehensive income (loss): | ||||
Other post-retirement benefits income (loss), net of tax | 5,627 | 6,244 | (4,324) | |
Total other comprehensive income (loss), net of tax | 5,627 | 6,244 | (4,324) | |
Comprehensive income (loss) | 369,816 | (75,053) | (413,410) | |
Parent Company | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Net income (loss) | 364,189 | (81,297) | (409,086) | |
Other comprehensive income (loss): | ||||
Other post-retirement benefits income (loss), net of tax | [1] | 5,627 | 6,244 | (4,324) |
Total other comprehensive income (loss), net of tax | [1] | 5,627 | 6,244 | (4,324) |
Comprehensive income (loss) | [1] | $ 369,816 | $ (75,053) | $ (413,410) |
[1]Other comprehensive income (loss) relates to benefit plans at our subsidiaries. |
Condensed Financial Informati_6
Condensed Financial Information of Registrant - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 364,189 | $ (81,297) | $ (409,086) |
Adjustments to reconcile net income (loss) to cash used in operating activities: | |||
Depreciation and amortization | 99,769 | 94,241 | 90,036 |
Non-cash interest expense | 4,218 | 5,663 | 6,902 |
Change in value of common stock warrants | 0 | 0 | (4,270) |
Loss (gain) on sale of assets, net | (169) | (64,697) | 0 |
Stock-based compensation | 9,353 | 8,165 | 7,342 |
Equity in losses (income) of subsidiaries | 0 | 0 | 46,905 |
Net changes in operating assets and liabilities: | |||
Prepaid and other assets | (35,356) | (6,321) | 36,500 |
Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities | 262,882 | 209,565 | 67,193 |
Net cash provided by (used in) operating activities | 452,606 | (27,622) | (37,214) |
Cash flows from investing activities: | |||
Capital expenditures | (53,025) | (29,533) | (63,522) |
Net cash provided by (used in) investing activities | (87,308) | 74,628 | (63,464) |
Cash flows from financing activities: | |||
Proceeds from sale of common stock, net of offering costs | 0 | 87,193 | 0 |
Proceeds from borrowings | 384,874 | 186,773 | 250,387 |
Repayments of borrowings | (446,863) | (329,315) | (159,489) |
Other financing activities, net | 6,032 | 920 | (5,538) |
Net cash provided by (used in) financing activities | 13,407 | (1,094) | 42,559 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 378,705 | 45,912 | (58,119) |
Cash, cash equivalents, and restricted cash at beginning of period | 116,221 | 70,309 | 128,428 |
Cash, cash equivalents, and restricted cash at end of period | 494,926 | 116,221 | 70,309 |
Net cash received (paid) for: | |||
Interest | 63,323 | 65,221 | 54,256 |
Taxes | 51 | 795 | (190) |
Non-cash investing and financing activities: | |||
Accrued capital expenditures | 5,418 | 8,177 | 4,686 |
ROU assets obtained in exchange for new finance lease liabilities | 594 | 1,936 | 3,476 |
ROU assets obtained in exchange for new operating lease liabilities | 64,567 | 97,011 | 22,529 |
Parent Company | |||
Cash flows from operating activities: | |||
Net income (loss) | 364,189 | (81,297) | (409,086) |
Adjustments to reconcile net income (loss) to cash used in operating activities: | |||
Depreciation and amortization | 2,131 | 2,452 | 2,900 |
Non-cash interest expense | 0 | 1,364 | 2,518 |
Change in value of common stock warrants | 0 | 0 | (4,270) |
Loss (gain) on sale of assets, net | 27 | 15 | 0 |
Stock-based compensation | 9,353 | 8,165 | 7,342 |
Equity in losses (income) of subsidiaries | (388,008) | 63,649 | 394,197 |
Net changes in operating assets and liabilities: | |||
Prepaid and other assets | 13,436 | 1,318 | (4,253) |
Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities | 2,651 | (1,380) | (187) |
Net cash provided by (used in) operating activities | 3,779 | (5,714) | (10,839) |
Cash flows from investing activities: | |||
Investments in subsidiaries | 0 | (146,056) | 0 |
Distributions from subsidiaries | 0 | 90,183 | 4,113 |
Capital expenditures | (1,311) | (1,126) | (1,296) |
Due to (from) subsidiaries | 5,645 | 29,752 | 5,768 |
Proceeds from sale of assets | 0 | 0 | 14 |
Net cash provided by (used in) investing activities | 4,334 | (27,247) | 8,599 |
Cash flows from financing activities: | |||
Proceeds from sale of common stock, net of offering costs | 0 | 87,193 | 0 |
Proceeds from borrowings | 0 | 12,364 | 14,437 |
Repayments of borrowings | (9,319) | (62,111) | (18,603) |
Other financing activities, net | (332) | (879) | 164 |
Net cash provided by (used in) financing activities | (9,651) | 36,567 | (4,002) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (1,538) | 3,606 | (6,242) |
Cash, cash equivalents, and restricted cash at beginning of period | 4,416 | 810 | 7,052 |
Cash, cash equivalents, and restricted cash at end of period | 2,878 | 4,416 | 810 |
Net cash received (paid) for: | |||
Interest | (3) | (1,230) | (2,475) |
Taxes | (15) | 27 | (28) |
Non-cash investing and financing activities: | |||
Accrued capital expenditures | 372 | 131 | 233 |
ROU assets obtained in exchange for new finance lease liabilities | 0 | 0 | 173 |
ROU assets obtained in exchange for new operating lease liabilities | $ 0 | $ 165 | $ 0 |