Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 09, 2015 | Jun. 30, 2014 | |
Document and Entity Information: | |||
Entity Registrant Name | PAR PETROLEUM CORP/CO | ||
Entity Central Index Key | 821483 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PARR | ||
Amendment Flag | FALSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 37,093,918 | ||
Entity Public Float | $268,219,000 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $89,210 | $38,061 |
Restricted cash | 749 | 802 |
Trade accounts receivable | 112,968 | 117,493 |
Inventories | 243,853 | 380,623 |
Prepaid and other current assets | 14,009 | 7,522 |
Total current assets | 460,789 | 544,501 |
Property and equipment | ||
Property, plant and equipment | 123,323 | 107,623 |
Proved oil and gas properties, at cost, successful efforts method of accounting | 1,122 | 4,949 |
Total property and equipment | 124,445 | 112,572 |
Less accumulated depreciation, depletion and amortization | -11,510 | -3,968 |
Property and equipment, net | 112,935 | 108,604 |
Long-term assets | ||
Investment in Piceance Energy, LLC | 104,657 | 101,796 |
Intangible assets, net | 7,506 | 11,170 |
Goodwill | 20,786 | 20,603 |
Other long-term assets | 34,334 | 26,539 |
Total assets | 741,007 | 813,213 |
Current liabilities | ||
Current maturities of long-term debt | 29,100 | 3,250 |
Obligations under supply and exchange agreements | 197,394 | 385,519 |
Accounts payable | 33,064 | 28,870 |
Other accrued liabilities | 50,152 | 31,956 |
Accrued settlement claims | 1,096 | 3,793 |
Total current liabilities | 310,806 | 453,388 |
Long-term liabilities | ||
Long-term debt, net of current maturities and unamortized discount | 107,510 | 94,030 |
Common stock warrants | 12,123 | 17,336 |
Contingent consideration | 9,131 | 11,980 |
Long-term capital lease obligations | 1,295 | 1,526 |
Other liabilities | 7,983 | 6,689 |
Total liabilities | 448,848 | 584,949 |
Commitments and contingencies (Note 12) | ||
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 and 300,000,000 shares authorized at December 31, 2014 and 2013, respectively, 37,068,886 shares and 30,151,000 shares issued at December 31, 2014 and 2013, respectively | 371 | 301 |
Additional paid-in capital | 427,287 | 315,975 |
Accumulated deficit | -135,053 | -88,012 |
Accumulated other comprehensive loss | -446 | 0 |
Total stockholders’ equity | 292,159 | 228,264 |
Total liabilities and stockholders’ equity | $741,007 | $813,213 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 500,000,000 | 300,000,000 |
Common stock, shares issued | 37,068,886 | 30,151,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Revenues | ||
Refining, distribution and marketing revenues | $2,912,881 | $778,126 |
Commodity marketing and logistics revenues | 189,160 | 100,149 |
Natural gas and oil revenues | 5,984 | 7,739 |
Total operating revenues | 3,108,025 | 886,014 |
Operating expenses | ||
Cost of revenues | 2,937,472 | 857,066 |
Operating expense, excluding depreciation, depletion and amortization expense | 140,900 | 27,251 |
Lease operating expense | 5,673 | 5,676 |
Depreciation, depletion and amortization | 14,897 | 5,982 |
Loss (gain) on sale of assets, net | 624 | -50 |
Trust litigation and settlements | 0 | 6,206 |
General and administrative expense | 34,304 | 21,494 |
Acquisition and integration expense | 11,687 | 9,794 |
Total operating expenses | 3,145,557 | 933,419 |
Operating loss | -37,532 | -47,405 |
Other income (expense) | ||
Interest expense and financing costs, net | -19,783 | -19,426 |
Other income (expense), net | -312 | 758 |
Change in value of common stock warrants | 4,433 | -10,159 |
Change in value of contingent consideration | 2,849 | 0 |
Equity earnings (losses) from Piceance Energy, LLC | 2,849 | -2,941 |
Total other income (expense), net | -9,964 | -31,768 |
Loss before income taxes | -47,496 | -79,173 |
Income tax benefit (expense) | 455 | 0 |
Net loss | ($47,041) | ($79,173) |
Basic and diluted loss per common share (in usd per share) | ($1.44) | ($4.01) |
Weighted average number of shares outstanding: | ||
Basic (in shares) | 32,739 | 19,740 |
Diluted (in shares) | 32,739 | 19,740 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Statement (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ||
Net loss | ($47,041) | ($79,173) |
Other comprehensive loss: | ||
Other post-retirement benefits and total other comprehensive loss | -446 | 0 |
Comprehensive loss | ($47,487) | ($79,173) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flows from operating activities: | ||
Net loss | ($47,041) | ($79,173) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Depreciation, depletion, amortization and accretion | 14,897 | 5,982 |
Non-cash interest expense | 15,258 | 16,742 |
Change in value of common stock warrants | -4,433 | 10,159 |
Change in value of contingent consideration | -2,849 | 0 |
Lower of cost or market charge | 2,444 | 0 |
Deferred taxes | -257 | 179 |
Loss (gain) on sale of assets, net | 624 | -50 |
Stock-based compensation | 3,970 | 1,161 |
Unrealized gain on derivative contracts | -1,015 | 0 |
Equity (earnings) losses from Piceance Energy, LLC | -2,849 | 2,941 |
Net changes in operating assets and liabilities: | ||
Trade accounts receivable | 5,608 | -40,278 |
Prepaid and other assets | -5,966 | -2,569 |
Inventories | 59,085 | 69,211 |
Obligations under supply and exchange agreements | -112,884 | -38,999 |
Accounts payable and other accrued liabilities | 20,804 | 19,017 |
Net cash used in operating activities | -54,604 | -35,677 |
Cash flows from investing activities | ||
Payment of deposit for Koko'oha acquisition | -10,000 | 0 |
Capital expenditures | -14,300 | -7,768 |
Proceeds from sale of assets | 595 | 2,850 |
Purchase of HIE, net of cash acquired, including working capital settlement | -582 | -559,279 |
Investment in Piceance Energy, LLC | -12 | -303 |
Net cash used in investing activities | -24,299 | -564,500 |
Cash flows from financing activities | ||
Proceeds from sale of common stock, net of offering costs | 103,949 | 199,170 |
Proceeds from borrowings | 363,620 | 159,800 |
Repayments of borrowings | -331,530 | -121,909 |
Payment of deferred loan costs | -6,045 | -2,264 |
Proceeds from supply and exchange agreements | 0 | 378,238 |
Proceeds from exercise of common stock warrants | 5 | 18 |
Restricted cash released | 53 | 19,000 |
Net cash provided by financing activities | 130,052 | 632,053 |
Net increase in cash and cash equivalents | 51,149 | 31,876 |
Cash at beginning of period | 38,061 | 6,185 |
Cash at end of period | 89,210 | 38,061 |
Supplemental cash flow information | ||
Interest paid | -4,526 | -2,186 |
Taxes paid | 243 | 0 |
Non-cash investing and financing activities | ||
Accrued capital expenditures | 2,328 | 0 |
Stock issued used to settle bankruptcy claims | 2,677 | 2,605 |
Value of warrants reclassified to equity | $786 | $3,741 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands, unless otherwise specified | |||||
Balance at Dec. 31, 2012 | $100,757 | $150 | $109,446 | ($8,839) | |
Balance (in shares) at Dec. 31, 2012 | 15,008 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued in a private transaction, net of offering cost (in shares) | 14,388 | ||||
Stock issued in a private transaction, net of offering cost | 199,170 | 144 | 199,026 | ||
Bankruptcy claim settlements (in shares) | 209 | ||||
Bankruptcy claim settlements | 2,605 | 2 | 2,603 | ||
Exercise of common stock warrants (in shares) | 184 | ||||
Exercise of common stock warrants | 2 | 3,739 | |||
Value of warrants reclassified to equity | 3,741 | ||||
Share-based compensation (in shares) | 362 | ||||
Share-based compensation | 1,164 | 3 | 1,161 | ||
Other comprehensive loss | 0 | ||||
Net loss | -79,173 | 0 | -79,173 | ||
Balance at Dec. 31, 2013 | 228,264 | 301 | 315,975 | -88,012 | |
Balance (in shares) at Dec. 31, 2013 | 30,151 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Reverse stock split | 0 | 1 | -1 | ||
Stock issued in a private transaction, net of offering cost (in shares) | 6,525 | ||||
Stock issued in a private transaction, net of offering cost | 103,949 | 65 | 103,884 | ||
Bankruptcy claim settlements (in shares) | 146 | ||||
Bankruptcy claim settlements | 2,677 | 1 | 2,676 | ||
Exercise of common stock warrants (in shares) | 51 | ||||
Exercise of common stock warrants | 785 | ||||
Value of warrants reclassified to equity | 786 | ||||
Share-based compensation (in shares) | 196 | ||||
Share-based compensation | 3,970 | 2 | 3,968 | ||
Other comprehensive loss | -446 | -446 | |||
Net loss | -47,041 | ||||
Balance at Dec. 31, 2014 | $292,159 | $371 | $427,287 | ($135,053) | ($446) |
Balance (in shares) at Dec. 31, 2014 | 37,069 |
CONSOLIDATED_STATEMENTS_OF_CHA1
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Stockholders' Equity [Abstract] | ||
Payments of Stock Issuance Costs | $237 | $830 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Overview | Note 1—Overview |
We are a diversified energy company based in Houston, Texas. Currently, we operate in three segments: (i) refining, distribution and marketing, (ii) natural gas and oil production, and (iii) commodity marketing and logistics. | |
Our refining, distribution, and marketing segment consists of a refinery in Kapolei, Hawaii, refined products terminals, pipelines, a single-point mooring, and retail outlets which distribute gasoline and diesel fuel throughout Hawaii. The refinery produces ultra-low sulfur diesel, gasoline, jet fuel, marine fuel, and other associated refined products primarily for consumption in Hawaii. The refining, distribution, and marketing segment was established through the acquisition of Hawaii Independent Energy, LLC ("HIE") on September 25, 2013. | |
Our natural gas and oil assets are non-operated and are concentrated in our 33.34% ownership of Piceance Energy, LLC ("Piceance Energy"), a joint venture entity operated by Laramie Energy II, LLC ("Laramie") and focused on producing natural gas in Garfield and Mesa Counties, Colorado. In addition, we own non-operated interests in Colorado and offshore California, and an overriding royalty interest in New Mexico. Our interests are heavily weighted towards natural gas and natural gas liquids. | |
Our commodity marketing and logistics segment focuses on sourcing, marketing, transporting, and distributing crude oil and refined products. Our logistics capability consists of historical pipeline shipping status, a railcar fleet, and expertise in contracted chartering of tows and barges, with the capability of moving crude oil from landlocked locations in the Western U.S. and Canada to the refining hubs in the Midwest, Gulf Coast, and East Coast regions of the U.S. | |
As a result of the HIE acquisition, our results of operations for any period after September 30, 2013 will not be comparable to any prior period. We anticipate our results of operations, capital and liquidity position, and the overall success of our business will depend, in large part, on the results of our refinery segment. The differences, or spread, between crude oil prices and the prices we receive for finished products (known as the “crack spread”), both of which are largely beyond our control, will be the primary driver of the refinery segment results of operations and, therefore, of our profitability. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies | |
Principles of Consolidation and Basis of Presentation | ||
The consolidated financial statements include the accounts of Par Petroleum Corporation and its subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. | ||
Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. Significant estimates include the fair value of assets and liabilities, natural gas and oil reserves, income taxes and the valuation allowances related to deferred tax assets, derivatives, asset retirement obligations, and contingencies and litigation accruals. | ||
Cash and Cash Equivalents | ||
Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. | ||
Restricted Cash | ||
Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to bankruptcy matters and cash held at commercial banks to support letter of credit facilities. | ||
Allowance for Doubtful Accounts | ||
We establish provisions for losses on trade receivables if it becomes probable we will not collect all or part of the outstanding balances. We review collectibility and establish or adjust our allowance as necessary using the specific identification method. As of December 31, 2014 and 2013, we had no significant allowance for doubtful accounts. | ||
Inventories | ||
Commodity inventories are stated at the lower of cost or market value using the first-in, first-out accounting method. We value merchandise along with spare parts, materials and supplies at average cost. | ||
Our refining, distribution, and marketing segment acquires substantially all of its crude oil from Barclays Bank PLC (“Barclays”) under supply and exchange agreements as described in Note 9—Supply and Exchange Agreements. The crude oil remains in the legal title of Barclays 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, Barclays takes title to the refined products stored in our storage tanks until sold to our retail locations or to third parties. We record the inventory owned by Barclays on our behalf as inventory with a corresponding accrued liability on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties. | ||
Investment in Piceance Energy, LLC | ||
We account for our Investment in Piceance Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies. Our proportionate share of net income (loss) of this entity is included in Equity earnings (losses) from Piceance Energy, LLC in the consolidated statements of operations. The investment is reviewed for impairment when events or changes in circumstances indicate that there has been an other than temporary decline in the value of the investment. | ||
Property, Plant and Equipment | ||
We capitalize the cost of additions, major improvements and modifications to property, plant, and equipment. The cost of repairs and normal maintenance of property, plant, and equipment is expensed as incurred. Major improvements and modifications of property, plant, and equipment are those expenditures that either extend the useful life, increase the capacity or improve the operating efficiency of the asset, or improve the safety of our operations. We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: | ||
Assets | Lives in Years | |
Refining | 8 to 47 | |
Logistics | 3 to 30 | |
Retail | 14 to 18 | |
Corporate | 3 to 7 | |
Software | 3 | |
We record property under capital leases at the lower of the present value of minimum lease payments using our incremental borrowing rate or the fair value of the leased property at the date of lease inception. We depreciate leasehold improvements and property acquired under capital leases over the shorter of the lease term or the economic life of the asset. | ||
We review property, plant, and equipment and other long-lived assets whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value. If this occurs, an impairment loss is recognized for the difference between the fair value and carrying value. Factors that indicate potential impairment include: a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset and a significant change in the asset’s physical condition or use. | ||
Natural Gas and Oil Properties | ||
We account for our natural gas and oil exploration and development activities using the successful efforts method of accounting. Under such method, costs of productive exploratory wells, development dry holes, and productive wells and undeveloped leases are capitalized. Natural gas and oil lease acquisition costs are also capitalized. Exploration costs, including personnel costs, certain geological or geophysical expenses, and delay rentals for natural gas and oil leases, are charged to expense as incurred. Exploratory drilling costs are initially capitalized, then evaluated quarterly and charged to expense if and when the well is determined not to have found reserves in commercial quantities. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production amortization rate. A gain or loss is recognized for all other sales of producing properties. | ||
Unproved properties are assessed quarterly on a property-by-property basis and any impairment in value is charged to expense. If the unproved properties are determined to be productive, the related costs are transferred to proved oil and natural gas properties and are depleted. Proceeds from sales of partial interests in unproved leases are accounted for as a recovery of cost without recognizing any gain or loss until all costs have been recovered. | ||
Depreciation, depletion, and amortization ("DD&A") of capitalized acquisition, exploration, and development costs is computed using the units-of-production method by individual fields (common reservoirs) using proved producing natural gas and oil reserves as the related reserves are produced. Associated leasehold costs are depleted using the unit-of-production method based on total proved natural gas and oil reserves as the related reserves are produced. | ||
Our natural gas and oil assets are reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. | ||
Asset Retirement Obligations | ||
We record asset retirement obligations (“AROs”) in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the liability. Our AROs arise from our refining, distribution, and marketing business’ refinery and retail operations, as well as plugging and abandonment of wells within our natural gas and oil operations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. When the liability is initially recorded, we capitalize the cost by increasing the book value of the related long-lived tangible asset. The liability is accreted to its estimated settlement value with accretion expense recognized in DD&A on our consolidated statement of operations and the related capitalized cost is depreciated over the asset’s useful life. We recognize a gain or loss at settlement for any difference between the settlement amount and the recorded liability, which is recorded as a loss on asset disposals and impairments in our consolidated statements of operations. We estimate settlement dates by considering our past practice, industry practice, contractual terms, management’s intent and estimated economic lives. | ||
We cannot currently estimate the fair value for certain AROs primarily because we cannot estimate settlement dates (or range of dates) associated with these assets. These AROs include hazardous materials disposal (such as petroleum manufacturing by-products, chemical catalysts, and sealed insulation material containing asbestos), and removal or dismantlement requirements associated with the closure of our refining facility, terminal facilities, or pipelines, including the demolition or removal of certain major processing units, buildings, tanks, pipelines or other equipment. | ||
Goodwill and Other Intangible Assets | ||
Goodwill represents the amount the purchase price exceeds the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1. We assess the recoverability of the carrying value of goodwill during the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a two-step quantitative test is required. If required, we will review the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment indicator exists and an estimate of the impairment loss is calculated. | ||
Our intangible assets include relationships with suppliers and shippers, favorable railcar leases, trade names, and trademarks. These intangible assets will be 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 environmental expenses are recorded in operating expenses in our consolidated statements of operations. | ||
Derivatives and Other Financial instruments | ||
We periodically enter into commodity price risk transactions to manage our exposure to natural gas and oil price volatility. These transactions may take the form of non-exchange traded fixed price forward contracts and exchange-traded futures contracts, collar agreements, swaps, or options. The purpose of the transactions is to provide a measure of stability to our cash flows in an environment of volatile commodity prices. | ||
Our commodity marketing and logistics segment enters into fixed-price forward purchase and sale contracts for crude oil. The contracts typically contain settlement provisions in the event of a failure of either party to fulfill its commitments under the contract. Our policy is to fulfill or accept the physical delivery of the product, even if shipment is delayed, and will not net settle. Should we not designate a contract as a normal purchase or normal sale, the contract would be accounted for at fair value on our consolidated balance sheets and marked to market each reporting period with changes in fair value being charged to earnings. As of December 31, 2014 and 2013, we have elected the normal purchase normal sale exemption for all outstanding contracts. As a result, we did not recognize the unrealized gains or losses related to these contracts in our consolidated financial statements. | ||
In addition, from time to time 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. Such instruments are initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. | ||
Please read Note 10—Debt and Note 11—Fair Value Measurements for information regarding our common stock warrants which are accounted for as liabilities. In addition, our former delayed draw term loan facility contained certain puts that were accounted for as embedded derivatives. | ||
Accrued Settlement Claims | ||
We accrued an estimate of the settlement liability relating to claims resulting from our bankruptcy. Please read Note 12—Commitments and Contingencies for further information. | ||
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 and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard, and to the extent this threshold is not met, a valuation allowance is recorded. | ||
We recognize the impact of an uncertain tax position only if it is more likely than not of being sustained upon examination by the relevant taxing authority based on the technical merits of the position. As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2011, 2012, and 2013. However, since we have net operating loss carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried. Therefore, in a year in which a net operating loss deduction is claimed, the IRS may examine the year in which the net operating loss was generated and adjust it accordingly for purposes of assessing additional tax in the year the net operating loss deductions was claimed. Any penalties or interest as a result of an examination will be recorded in the period assessed. | ||
Stock Based Compensation | ||
We recognize the cost of share-based payments over the period the employee provides service, generally the vesting period, and include such costs in General and administrative expense in the consolidated statements of operations. The fair value of equity instruments issued to employees is measured on the grant date and recognized over the service period on a straight-line basis. | ||
Revenue Recognition | ||
We recognize revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Revenue that does not meet these criteria is deferred until the criteria are met. | ||
Certain transactions include sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another and are recorded on a net basis and included in Cost of revenues on our consolidated statements of operations. | ||
Refining, Distribution and Marketing. We recognize revenues upon delivery of goods or services to a customer. For goods, this is the point at which title and risk of loss is transferred and when payment has either been received or collection is reasonably assured. Revenues for services are recorded when the services have been provided. We include transportation fees charged to customers in Revenues in our consolidated statements of operations, while the related transportation costs are included in Cost of revenues. | ||
Federal excise and state motor fuel taxes, which are collected from customers and remitted to governmental agencies within our refining, marketing, and distribution segment are excluded from both Revenues and Cost of revenues in our consolidated statements of operations. | ||
Natural Gas and Oil. Revenues are recognized when title to the products transfers to the purchaser. We follow the “sales method” of accounting for our natural gas and oil revenue and recognize sales revenue on all natural gas or oil sold to our purchasers, regardless of whether the sales are proportionate to our ownership in the property. A liability is recognized only to the extent that we have an imbalance on a specific property greater than the expected remaining proved reserves. As of December 31, 2014 and 2013, our aggregate natural gas and oil imbalances were not material to our consolidated financial statements. | ||
Commodity Marketing and Logistics. We earn revenues from the sale and transportation of oil and the rental of railcars. Accordingly, revenues and related costs from sales of oil are recorded when title transfers to the buyer. Transportation revenues are recognized when title passes to the customer, which is when risk of ownership transfers to the purchaser, and physical delivery occurs. Revenues from the rental of railcars are recognized ratably over the lease periods. | ||
Other Post-retirement Benefits - Medical | ||
We recognize an asset for the overfunded status or a liability for the underfunded status of its post-retirement benefit plan. The funded status is recorded within Other long-term liabilities. Changes in the plan's funded status are recognized in Other comprehensive loss in the period the change occurs. | ||
Fair Value Measurements | ||
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are categorized with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority given to unobservable inputs. The three levels of the fair value hierarchy are as follows: | ||
Level 1 – | Assets or liabilities for which the item is valued based on quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
Level 2 – | Assets or liabilities valued based on observable market data for similar instruments. | |
Level 3 – | Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed, and considers risk premiums that a market participant would require. | |
The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our policy is to recognize transfers in and/or out of fair value hierarchy as of the end of the reporting period for which the event or change in circumstances caused the transfer. We have consistently applied these valuation techniques for the periods presented. We use data from peers as well as external sources in the determination of the volatility and risk free rates used in our fair value calculations. A sensitivity analysis is performed as well to determine the impact of inputs on the ending fair value estimate. | ||
Loss Per Share | ||
Basic loss per share (“EPS”) is computed by dividing net loss by the sum of the weighted average number of common shares outstanding and the weighted average number of shares issuable under the warrants. Please read Note 15—Loss Per Share for further information. The warrants are included in the calculation of basic EPS because they are issuable for minimal consideration. Non-vested restricted stock is excluded from the computation of basic EPS as these shares are not considered earned until vesting occurs. | ||
Foreign Currency Transactions | ||
We may, on occasion, enter into transactions denominated in currencies other than the U. S. dollar, our functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income (expense), net, in the accompanying consolidated statement of operations in the period in which the currency exchange rates change. | ||
Accounting Principles Not Yet Adopted | ||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). The FASB’s objective was to provide a more robust framework to improve comparability of revenue recognition practices across entities by removing most industry and transaction specific guidance, align GAAP with International Financial Reporting Standards, and provide more useful information to financial statement users. This authoritative guidance changes the way entities recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. ASU No. 2014-09 is effective for interim and annual periods beginning after December 15, 2016 and early adoption is not permitted. We are in the process of determining the impact this guidance will have on our financial condition, results of operations and cash flows. | ||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2016 and early adoption is permitted. We do not expect the adoption of ASU 2014-15 to have a material impact on our financial condition, results of operations and cash flows. | ||
In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 changes the consolidation analysis required under U.S.generally accepted accounting principles. ASU 2015-02 eliminates the presumption that a general partner should consolidate a limited partnership and modifies the evaluation of whether limited partnerships are Variable Interest Entities ("VIEs") or voting interest entities. Under the amended guidance, limited partners would be required to consolidate a partnership if the limited partner retains certain powers and obligations. The amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods beginning after December 15, 2017. Early adoption is permitted, but the guidance must be applied as of the beginning of the annual period containing the adoption date. We are in the process of determining the impact this guidance will have on our financial condition, results of operations and cash flows. |
Equity_Method_Investments_Disc
Equity Method Investments Disclosure | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Equity Method Investments and Joint Ventures [Abstract] | ||||||||
Investment in Piceance Energy | Note 3—Investment in Piceance Energy | |||||||
We have a 33.34% ownership interest in Piceance Energy, LLC ("Piceance Energy"), a joint venture operated by Laramie Energy II, LLC ("Laramie") and focused on producing natural gas in Garfield and Mesa Counties, Colorado. Piceance Energy has a $400 million revolving credit facility secured by a lien on its natural gas and oil properties and related assets with a borrowing base currently set at $125 million. As of December 31, 2014 and 2013, the balance outstanding on the revolving credit facility was approximately $98 million and $90.2 million, respectively. We are guarantors of Piceance Energy’s credit facility, with recourse limited to the pledge of our equity interest of our wholly-owned subsidiary, Par Piceance Energy Equity. Under the terms of its credit facility, Piceance Energy is generally prohibited from making future cash distributions to its owners, including us. | ||||||||
The change in our equity investment in Piceance Energy is as follows (in thousands): | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Beginning balance | $ | 101,796 | $ | 104,434 | ||||
Equity earnings (loss) from Piceance Energy | 2,278 | (3,516 | ) | |||||
Accretion of basis difference | 571 | 575 | ||||||
Investments | 12 | 303 | ||||||
Ending balance | $ | 104,657 | $ | 101,796 | ||||
Summarized financial information for Piceance Energy is as follows (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Current assets | $ | 13,168 | $ | 5,901 | ||||
Non-current assets | 468,379 | 454,402 | ||||||
Current liabilities | 17,103 | 13,040 | ||||||
Non-current liabilities | 107,087 | 96,738 | ||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
100% | 100% | |||||||
Natural gas and oil revenues | $ | 80,471 | $ | 61,091 | ||||
Income (loss) from operations | 3,768 | (6,765 | ) | |||||
Net income (loss) | 6,831 | (10,546 | ) | |||||
The net income for year ended December 31, 2014 includes $32.8 million and $9.8 million of DD&A expense and unrealized gains on derivative instruments, respectively. The net loss for the year ended December 31, 2013 includes $26.6 million and $1.1 million of DD&A expense and unrealized losses on derivative instruments, respectively. | ||||||||
At December 31, 2014 and 2013, our equity in the underlying net assets of Piceance Energy exceeded the carrying value of our investment by approximately $14.7 million and $15.3 million, respectively. This difference arose due to lack of control and marketability discounts. We attributed this difference to natural gas and oil properties and are amortizing the difference over 15 years based on the estimate of proved reserves at the date Piceance Energy was formed. |
Business_Combination_Disclosur
Business Combination Disclosure | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Business Combinations [Abstract] | ||||
Acquisitions | Note 4—Acquisitions | |||
We made our acquisitions in furtherance of our growth strategy that focuses on the acquisition of income producing businesses in order to monetize our net operating loss carryforwards. | ||||
Mid Pac Plan of Merger | ||||
On June 2, 2014, we and our subsidiary entered into an agreement and plan of merger with Koko’oha Investments, Inc., a Hawaii corporation (“Koko’oha”). Koko’oha owns 100% of the outstanding membership interests of Mid Pac Petroleum, LLC, a Delaware limited liability company (“Mid Pac”), which is the exclusive licensee of the “76” brand in the State of Hawaii and the owner/operator of several terminals and retail gasoline stations across Hawaii. Pursuant to the merger agreement, we expect to acquire 100% of Koko’oha and Mid Pac for $107 million, less estimated long-term liabilities, plus estimated merchandise and product inventory, subject to other adjustments as set forth in the merger agreement. Through a series of amendments to the merger agreement with Koko'oha, the date by which we or Koko'oha can terminate the merger agreement for failure to consummate the merger has been extended to March 31, 2015. | ||||
We believe we have satisfied the Federal Trade Commission's concerns under the Hart-Scott-Rodino Act and anticipate entering into a consent decree in mid-March. We expect to close the acquisition in April of 2015. | ||||
In connection with and due upon signing the Mid Pac merger agreement, we funded a $10 million deposit against the purchase price, which was funded through proceeds from the Term Loan and is included in Other long-term assets on our consolidated balance sheets. Please read Note 10—Debt for further information. We are obligated to deposit an additional $5 million against the purchase price within three days of the expiration of the waiting period under the HSR Act. If the merger agreement is terminated due to a breach of representations and obligations by us, we forfeit the deposits. If the merger agreement is terminated due to mutual consent, government order or closing does not occur on or before March 31, 2015, the deposits will be refunded to us. If the merger agreement is terminated due to Mid Pac's breach of representations and warranties, the deposits will be returned to us and Mid Pac will be obligated to pay us an additional $5 million if the termination occurs prior to the expiration or early termination of the waiting period under the HSR Act or $7.5 million if it occurs after. In 2014, we incurred $6.4 million in costs related to the Mid Pac acquisition. | ||||
Hawaii Independent Energy | ||||
On September 25, 2013, one of our subsidiaries completed the acquisition of Tesoro Hawaii which owned and operated a petroleum refinery in Kapolei, Hawaii, certain pipeline assets, floating pipeline mooring equipment, refined products terminals, and retail assets selling fuel products and merchandise on the islands of Oahu, Maui and Hawaii. Following the acquisition, Tesoro Hawaii was renamed Hawaii Independent Energy, LLC (“HIE”). The purchase price was $75 million, paid in cash plus net working capital and inventories at closing plus certain contingent earnout payments of up to $40 million. As a part of the purchase price, we also funded approximately $24.3 million of start-up expenses and for a major overhaul of a co-generation turbine used at the refinery prior to closing. The purchase price was paid with a portion of the net proceeds from the private placement common stock sale (please read Note 13—Stockholders' Equity), amounts received pursuant to the Supply and Exchange Agreements (please read Note 9—Supply and Exchange Agreements) and the ABL Facility (please read Note 10—Debt). | ||||
The contingent earnout payments, if any, are to be paid annually following each of the three calendar years beginning January 1, 2014 through the year ending December 31, 2016, in an amount equal to 20% of the consolidated annual gross margin of HIE in excess of $165 million during such calendar years, with an annual cap of $20 million. In the event that the refinery ceases operations or we dispose of any facility used in the acquired business, our obligation to make earnout payments could be modified and/or accelerated. There were no earnout payments due based on the results for the year ended December 31, 2014. | ||||
We accounted for the acquisition of HIE as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with HIE’s, and utilization of our net operating loss carryforwards, as well as other intangible assets that do not qualify for separate recognition. In addition, we recorded certain other identifiable intangible assets including trade names and trademarks. These intangible assets will be amortized over their estimated useful lives on a straight line basis, which approximates their consumptive life. | ||||
During 2014, we finalized the HIE acquisition purchase price allocation. The primary purchase price allocation adjustments related to the finalization of the post-retirement medical plan, working capital settlements, and allocating value to underground storage tanks installed by Tesoro Corporation in conjunction with the Environmental Agreement. Please read Note 14—Benefit Plans and Note 12—Commitments and Contingencies for additional information. We believe these adjustments did not have a material impact on prior periods. | ||||
A summary of the final estimated fair value of the assets acquired and liabilities assumed is as follows (in thousands): | ||||
Inventory | $ | 418,750 | ||
Trade accounts receivable | 59,553 | |||
Prepaid and other current assets | 2,497 | |||
Property, plant and equipment | 59,670 | |||
Land | 39,800 | |||
Goodwill | 13,796 | |||
Intangible assets | 4,596 | |||
Accounts payable and other current liabilities | (18,542 | ) | ||
Contingent consideration liability | (11,980 | ) | ||
Other non-current liabilities | (7,561 | ) | ||
Total | $ | 560,579 | ||
The acquisition was partially funded from proceeds totaling approximately $378.2 million from the Supply and Exchange Agreements. Please read Note 9—Supply and Exchange Agreements for further information. None of the goodwill or intangible assets are expected to be deductible for income tax reporting purposes. Acquisition costs of approximately $7 million are included in Acquisition and integration expense on our consolidated statement of operations for the year ended December 31, 2013. | ||||
The unaudited pro forma financial information for the year ended December 31, 2013 presented below assumes that the HIE acquisitions occurred as of January 1, 2013 (in thousands): | ||||
Revenues | $ | 2,987 | ||
Net income | $ | (122 | ) | |
Revenue and earnings for HIE subsequent to the acquisition are included in the refining, marketing, and distribution segment in Note 17—Segment Information. |
Inventories
Inventories | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Inventory Disclosure [Abstract] | ||||||||||||
Inventories | Note 5—Inventories | |||||||||||
Inventories at December 31, 2014 and 2013 consist of the following (in thousands): | ||||||||||||
December 31, 2014 | ||||||||||||
Titled Inventory | Supply and Exchange Agreements | Total | ||||||||||
Crude oil and feedstocks | $ | — | $ | 62,594 | $ | 62,594 | ||||||
Refined products and blend stock | 47,922 | 118,375 | 166,297 | |||||||||
Warehouse stock and other | 14,962 | — | 14,962 | |||||||||
Total | $ | 62,884 | $ | 180,969 | $ | 243,853 | ||||||
December 31, 2013 | ||||||||||||
Titled Inventory | Supply and Exchange Agreements | Total | ||||||||||
Crude oil and feedstocks | $ | — | $ | 137,706 | $ | 137,706 | ||||||
Refined products and blend stock | 67,532 | 161,554 | 229,086 | |||||||||
Warehouse stock and other | 13,831 | — | 13,831 | |||||||||
Total | $ | 81,363 | $ | 299,260 | $ | 380,623 | ||||||
The reserves for the lower of cost or market value of inventory was $2.4 million as of December 31, 2014. There was no reserve as of December 31, 2013. |
Property_Plant_and_Equipment_D
Property, Plant and Equipment Disclosure | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | Note 6—Property, Plant and Equipment | |||||||
Major classes of property, plant and equipment consist of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Land | $ | 39,800 | $ | 39,800 | ||||
Buildings and equipment | 81,488 | 65,878 | ||||||
Other | 2,035 | 1,945 | ||||||
Total property, plant and equipment | 123,323 | 107,623 | ||||||
Proved oil and gas properties | 1,122 | 4,949 | ||||||
Less accumulated depreciation, depletion and amortization | (11,510 | ) | (3,968 | ) | ||||
Property, plant and equipment, net | $ | 112,935 | $ | 108,604 | ||||
Asset_Retirement_Obligation
Asset Retirement Obligation | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Asset Retirement Obligation Disclosure [Abstract] | ||||||||
Asset Retirement Obligations | Note 7—Asset Retirement Obligations | |||||||
The table below summarizes the changes in our asset retirement obligations (in thousands): | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Asset retirement obligation – beginning of period | $ | 3,172 | $ | 512 | ||||
Obligation acquired | — | 2,601 | ||||||
Accretion expense | 239 | 59 | ||||||
Change in estimate | (831 | ) | — | |||||
Asset retirement obligation – end of period | $ | 2,580 | $ | 3,172 | ||||
Intangible_assets
Intangible assets | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Intangible Assets | Note 8—Intangible Assets | |||||||
Intangible assets consist of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Intangible assets: | ||||||||
Supplier relationships | $ | 3,360 | $ | 3,360 | ||||
Railcar leases | 3,249 | 3,249 | ||||||
Historical shipper status | 2,200 | 2,200 | ||||||
Trade names and trademarks | 4,689 | 4,689 | ||||||
Total intangible assets | $ | 13,498 | $ | 13,498 | ||||
Accumulated amortization: | ||||||||
Supplier relationships | $ | (516 | ) | $ | (258 | ) | ||
Railcar leases | (1,301 | ) | (650 | ) | ||||
Historical shipper status | (2,200 | ) | (1,100 | ) | ||||
Trade name and trademarks | (1,975 | ) | (320 | ) | ||||
Total accumulated amortization | $ | (5,992 | ) | $ | (2,328 | ) | ||
Net: | ||||||||
Supplier relationships | $ | 2,844 | $ | 3,102 | ||||
Railcar leases | 1,948 | 2,599 | ||||||
Historical shipper status | — | 1,100 | ||||||
Trade name and trademarks | 2,714 | 4,369 | ||||||
Total intangible assets, net | $ | 7,506 | $ | 11,170 | ||||
Amortization expense was approximately $3.7 million and $2.3 million for the years ended December 31, 2014 and 2013, respectively. Expected amortization expense for each of the next five years and thereafter is as follows (in thousands): | ||||||||
Year Ended | Amount | |||||||
2015 | $ | 2,518 | ||||||
2016 | 2,012 | |||||||
2017 | 908 | |||||||
2018 | 258 | |||||||
2019 | 258 | |||||||
Thereafter | 1,552 | |||||||
$ | 7,506 | |||||||
During the year ended December 31, 2014, the changes in the carrying amount of goodwill were as follows (in thousands): | ||||||||
Balance at beginning of period | $ | 20,603 | ||||||
HIE acquisition purchase price allocation adjustments (1) | 183 | |||||||
Balance at end of period | $ | 20,786 | ||||||
________________________________________________________ | ||||||||
(1) Please read Note 4—Acquisitions for further discussion of these adjustments. |
Supply_and_Exchange_Agreements
Supply and Exchange Agreements | 12 Months Ended |
Dec. 31, 2014 | |
Other Commitments [Abstract] | |
Supply and Exchange Agreements | Note 9—Supply and Exchange Agreements |
HIE entered into several agreements with Barclays Bank PLC ("Barclays"), referred to collectively as the Supply and Exchange Agreements, on September 25, 2013 in connection with the acquisition of HIE. HIE entered into the Supply and Exchange Agreements for the purpose of managing its working capital and the crude oil and refined product inventory at the refinery. Effective July 31, 2014, HIE supplemented the Supply and Exchange Agreements by entering into the Refined Product Supply Master Confirmation, pursuant to which Barclays may provide refined product supply and intermediation arrangements to HIE. | |
Pursuant to the Supply and Exchange Agreements, Barclays holds title to all of the crude oil in the tanks at the refinery and holds title to a majority of our refined product inventory in our tanks at the refinery. Barclays also prepaid us for certain inventory held at locations outside of our refinery. We hold title to the inventory during the refining process. Barclays sells the crude oil to us as it is discharged out of the refinery's tanks. We exchange refined product owned by Barclays stored in our tanks for equal volumes of refined product produced by our refinery when we execute third-party sales of refined product. We currently market and sell the refined product independently to third parties. The Supply and Exchange Agreements have an initial term of three years with two one-year renewal options. | |
We record the inventory owned by Barclays on our behalf because we maintain the risk of loss until the refined products are sold to third parties. Because we do not hold legal title to the crude oil inventory until it enters the refinery, we record a liability in an amount equal to the carrying value of the crude oil inventory. | |
In accordance with the terms of the Supply and Exchange Agreements, the volume of refined products purchased by Barclays in connection with the acquisition of HIE is known as the “Block Volume”. To the extent we have refined product inventory equal to or in excess of the Block Volume at period-end, we record a liability, valued at the carrying value of the related inventory, for only the Block Volume. To the extent we have refined product inventory less than the Block Volume at period-end, we record a liability for the refined product inventory on hand at its carrying value, plus a liability for the shortfall in volumes valued at current market prices. The liability related to the Supply and Exchange Agreements is included in Obligations under supply and exchange agreements on our consolidated balance sheets. | |
For the years ended December 31, 2014 and 2013, we incurred approximately $16.5 million and $3.7 million in handling fees related to the Supply and Exchange Agreements, respectively, which is included in Cost of revenues on our consolidated statements of operations. For the years ended December 31, 2014 and 2013, Interest expense and financing costs, net, on our statements of operations includes approximately $4.2 million and $1.1 million of expenses related to the Supply and Exchange Agreements, respectively. |
Debt
Debt | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Debt | Note 10—Debt | |||||||||||
Our debt is as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Term Loan | $ | 87,360 | $ | 19,480 | ||||||||
ABL Facility | — | 51,800 | ||||||||||
Retail Credit Agreement | 22,750 | 26,000 | ||||||||||
Texadian Uncommitted Credit Agreement | 26,500 | — | ||||||||||
Total debt, net of unamortized debt discount | 136,610 | 97,280 | ||||||||||
Less current maturities | (29,100 | ) | (3,250 | ) | ||||||||
Long-term debt, net of current maturities and unamortized discount | $ | 107,510 | $ | 94,030 | ||||||||
Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): | ||||||||||||
Year | Amount Due | |||||||||||
2015 | $ | 29,100 | ||||||||||
2016 | 39,371 | |||||||||||
2017 | 2,600 | |||||||||||
2018 | 53,189 | |||||||||||
2019 | 2,600 | |||||||||||
Thereafter | 9,750 | |||||||||||
$ | 136,610 | |||||||||||
Term Loan | ||||||||||||
During 2012 and 2013, we borrowed $13 million and $17 million, respectively, pursuant to the Delayed Draw Term Loan Credit Agreement ("Loan Agreement"). The lenders under the Loan Agreement included ZCOF Par Petroleum Holdings, L.L.C. and Highbridge International, LLC, who are also our stockholders. In November 2013, we repaid in full and terminated all of our obligations under the Loan Agreement, other than the New Tranche B Loans described below and expensed $6.1 million of financing costs associated with the termination of the Loan Agreement. | ||||||||||||
On December 28, 2012, we amended the Loan Agreement and borrowed an additional $35 million ("Tranche B Loan"). On June 24, 2013, we refinanced and replaced the Tranche B Loan and borrowed $65 million (“New Tranche B Loans”). We repaid a portion of the New Tranche B Loans with proceeds from a private placement. Please read Note 13—Stockholders' Equity for further information. | ||||||||||||
The New Tranche B Loans are secured by a lien on substantially all of our assets and our subsidiaries, excluding Texadian, Texadian Energy Canada Limited (“Texadian Canada”), certain of our immaterial subsidiaries, and Hawaii Pacific Energy and its subsidiaries. All our obligations under the New Tranche B Loans are unconditionally guaranteed by the Guarantors. | ||||||||||||
On May 30, 2014, we entered into a Twelfth Amendment to the Loan Agreement (collectively with the New Tranche B Loans, the "Twelfth Amendment"), pursuant to which we borrowed an additional $13.2 million which was primarily used to fund the deposit due upon signing the merger agreement with Koko'oha. Please read Note 4—Acquisitions. | ||||||||||||
Borrowings under the Twelfth Amendment bore interest (a) from May 30, 2014 to September 1, 2014 at a rate equal to 12% per annum payable in kind and (b) on and after September 1, 2014 at a rate equal to 14.75% per annum payable, at our election, either in cash or in kind. We also agreed to pay a nonrefundable amendment fee of approximately $506 thousand as well as an original issue discount of approximately $630 thousand. The Twelfth Amendment lenders agreed to waive the exit fee related to the existing New Tranche B Loans of which we had accrued approximately $97 thousand as of the date of the Twelfth Amendment. Except as discussed above, the Twelfth Amendment did not change any other terms or conditions of the New Tranche B Loans. | ||||||||||||
On July 11, 2014, we and certain subsidiaries entered into a Delayed Draw Term Loan and Bridge Loan Credit Agreement ("Credit Agreement") to provide us with a term loan of up to $50 million ("Term Loan") and a bridge loan of up to $75 million ("Bridge Loan"). The Term Loan amended and restated the Twelfth Amendment, reduced the interest rate, and may be used to fund the additional deposit per the Mid Pac merger agreement, for transaction costs and for working capital and general corporate purposes. The Term Loan matures on July 11, 2018 and bears interest at either 10% per annum if paid in cash or 12% per annum if paid in kind, at our election, and has an original issue discount of 5%. During July 2014, we borrowed $15.5 million to fund transaction costs, provide working capital, and for general corporate purposes. | ||||||||||||
On July 28, 2014, we entered into a First Amendment to the Credit Agreement pursuant to which we expanded the Term Loan and borrowed an additional $35 million ("Advance"), which resulted in net proceeds to us of approximately $32 million. The Advance was to be repaid upon the receipt of net equity proceeds from the Rights Offering. Please read Note 13—Stockholders' Equity for more information. Except for the repayment terms, all other terms and conditions remained unchanged. We used the proceeds for working capital and general corporate purposes. | ||||||||||||
On September 3, 2014, we terminated all of the Bridge Loan commitments under the Credit Agreement. On September 10, 2014, we entered into a Second Amendment to the Credit Agreement whereby we extended the repayment date of the Advance to March 31, 2015. All other terms and conditions remained unchanged. We expensed approximately $1.8 million of financing costs associated with the termination of the Bridge Loan. On March 11, 2015, we entered into a Third Amendment to the Credit Agreement whereby we extended the repayment date of the Advance to March 31, 2016; therefore, the Advance has been classified as long-term debt as of December 31, 2014. All other terms and conditions remain unchanged. | ||||||||||||
Certain lenders to the Credit Agreement are our stockholders. Please read Note 18—Related Party Transactions for more information. | ||||||||||||
ABL Facility | ||||||||||||
On September 25, 2013 and in connection with the acquisition of HIE, HIE and its subsidiary (“ABL Borrowers”) and Hawaii Pacific Energy entered into an asset-based senior secured revolving credit facility (“ABL Facility”) of up to $125 million, of which up to $50 million of availability under the ABL Facility may be used for the issuances of letters of credit. The ABL Facility is secured by a lien on substantially all of HIE’s assets. The ABL Borrowers borrowed $15 million on September 25, 2013 under the ABL Facility to fund the acquisition of HIE and to provide working capital to the ABL Borrowers. The proceeds from future amounts borrowed pursuant to the ABL Facility were used for general corporate purposes and to fund the working capital of the ABL Borrowers. As of December 31, 2014, the total capacity of the ABL Facility was $79.5 million and we had $2.4 million of letters of credit outstanding. | ||||||||||||
Outstanding balances on the ABL Facility bear interest at the base rate specified below (“Base Rate”) plus a margin (based on a sliding scale of 1.00% to 1.50% depending on the borrowing base usage) or the adjusted LIBOR specified below (“Adjusted LIBOR”) plus a margin (based on a sliding scale of 2.00% to 2.50% depending on the borrowing base usage). The margin was 1.25% for Base Rate loans and 2.25% for Adjusted LIBOR loans during 2013. The Base Rate is equal to the highest of (i) the prime lending rate of the ABL Agent, (ii) the Federal Funds Rate plus 0.5% per annum, and (iii) the Adjusted LIBOR for a LIBOR loan denominated in dollars with a one-month interest period commencing on such day plus 1.00%. The effective weighted-average interest rate for 2014 was 2.95%. | ||||||||||||
The ABL Borrowers agreed to pay commitment fees for the ABL Facility equal to 0.375% if the borrowing base usage is greater than 50%; and 0.500% if the borrowing base usage is less than or equal to 50%. Outstanding letters of credit will be charged a participation fee at a per annum rate equal to the margin applicable to Adjusted LIBOR loans, a facing fee, and customary administrative fees. | ||||||||||||
All loans and other obligations outstanding under the ABL Facility are payable in full on September 25, 2017. | ||||||||||||
The ABL Borrowers and Hawaii Pacific Energy are required to comply with various affirmative and negative covenants affecting its business and operations, including compliance with a minimum ratio of consolidated earnings before interest, taxes, depreciation and amortization, as adjusted, to total fixed charges of 1.0 to 1.0. | ||||||||||||
Retail Credit Agreement | ||||||||||||
On November 14, 2013, HIE Retail, LLC (“HIE Retail”), our subsidiary, entered into a Credit Agreement (“Retail Credit Agreement”) in the form of a senior secured term loan of up to $30 million (“Retail Term Loan”) and a senior secured revolving line of credit of up to $5 million (“Retail Revolver”). Loans made under the Retail Credit Agreement are secured by a first priority security interest in substantially all of the assets of HIE Retail consisting primarily of 31 distribution outlets, selling fuel products and merchandise on the islands of Oahu, Maui and Hawaii. | ||||||||||||
The Retail Credit Agreement requires HIE Retail to comply with various financial covenants that are measured on a quarterly basis commencing with the fiscal quarter ending March 31, 2014 and are calculated on a trailing four-quarter basis. Such covenants require HIE Retail to maintain a maximum Leverage Ratio (as defined in the Retail Credit Agreement) of 5.50 to 1.00 in 2014 and ratably adjusts to 4.75:1 in 2018. HIE Retail is also required to maintain a Fixed Charge Coverage Ratio of 1.15:1.00. | ||||||||||||
Retail Term Loan | ||||||||||||
Principal on the Retail Term Loan will be repaid in quarterly principal payments over the term through November 14, 2020. | ||||||||||||
The Retail Term Loan bears interest, at HIE Retail’s election, at a rate equal to (i) 30, 90 and 180 day LIBOR plus the Applicable Margin (as specified below) for LIBOR Loans (as defined in the Retail Credit Agreement), or (ii) the primary interest rate established from time to time by the Agent in the ordinary course of its business plus the Applicable Margin and is payable quarterly. The effective interest rate for 2014 on the outstanding loan was 2.6%. | ||||||||||||
The Applicable Margin for each fiscal quarter is the applicable rate per annum set forth below, such amount to be determined as of the last day of the immediately preceding fiscal quarter. | ||||||||||||
Level | Leverage Ratio | Applicable Margin for | Applicable Margin for Base | |||||||||
LIBOR Loans | Rate Loans | |||||||||||
1 | <4.00x | 2 | % | — | % | |||||||
2 | 4.00x-5.00x | 2.25 | % | 0.25 | % | |||||||
3 | >5.00x | 2.5 | % | 0.5 | % | |||||||
Fifty percent of annual Excess Cash Flow (as defined in the Retail Credit Agreement) will be applied to the outstanding principal balance of the Term Loan beginning with Excess Cash Flow for fiscal year 2014 to the extent the leverage ratio is equal to or greater than 4.50:1.00. | ||||||||||||
Retail Revolver | ||||||||||||
The Retail Revolver and any letters of credit issued under the Retail Revolver mature on November 14, 2016. | ||||||||||||
Advances under the Retail Revolver will bear interest, at HIE Retail’s election, at a rate equal to (a) 30, 90 and 180 day LIBOR plus the Revolver Applicable Margin (as defined below) for LIBOR Loans, or (ii) the primary interest rate established from time to time by the Agent in the ordinary course of its business plus the Revolver Applicable Margin. | ||||||||||||
HIE Retail agreed to pay a fee (“Unused Fee”), based on the leverage ratio on the last date of the immediately preceding quarter as set forth below, based on the unused portion of the Revolver and calculated on the average of the unused amount for the quarter. The Unused Fee is payable quarterly in arrears. | ||||||||||||
The Retail Revolver Applicable Margin and the Unused Fee, for each quarter is determined, on the last date of the immediately preceding fiscal quarter: | ||||||||||||
Revolver | Revolver | |||||||||||
Applicable Margin for | Applicable Margin for | |||||||||||
Level | Leverage Ratio | Unused Fee | LIBOR Loans | Base Rate Loans | ||||||||
1 | <4.00x | 0.25 | % | 1.75 | % | -0.25 | % | |||||
2 | 4.00x-5.00x | 0.375 | % | 2 | % | — | % | |||||
3 | >5.00x | 0.5 | % | 2.25 | % | 0.25 | % | |||||
Commitment fees for Standby Letters of Credit issued under the Revolver are due quarterly in arrears and will be equal to 2.00% per annum on the letter of credit amount payable. As of December 31, 2014, there were no balances or letters of credit outstanding under the Retail Revolver. | ||||||||||||
Texadian Uncommitted Credit Agreement | ||||||||||||
On June 12, 2013, Texadian, and its wholly-owned subsidiary Texadian Canada, entered into an Uncommitted Credit Agreement to provide for loans and letters of credit, on an uncommitted and absolutely discretionary basis, in an aggregate amount at any one time outstanding not to exceed $50 million. Loans and letters of credit issued under the Uncommitted Credit Agreement are secured by a security interest in and lien on substantially all of Texadian’s assets, including, but not limited to, cash, accounts receivable, and inventory, a pledge by Texadian of 65% of its ownership interest in Texadian Canada, and a pledge by us of 100% of our ownership interest in Texadian. Texadian agreed to pay certain fees with respect to the loans and letters of credit made available to it under the Uncommitted Credit Agreement, including an up-front fee, an origination fee, a minimum compensation fee, a collateral audit fee, and fees with respect to letters of credit. The Uncommitted Credit Agreement requires Texadian to comply with various affirmative and negative covenants affecting its business, and Texadian must comply with certain financial maintenance covenants, including among other things, covenants regarding the minimum net working capital and minimum tangible net worth of Texadian. The Uncommitted Credit Facility does not permit, at any time, Texadian’s consolidated leverage ratio to be greater than 5.00 to 1.00 or its consolidated gross asset coverage to be equal to or less than zero. As of December 31, 2014, we had $27.6 million of letters of credit outstanding related to this agreement. | ||||||||||||
On October 10, 2014, the maturity date of the Uncommitted Credit Agreement was extended to May 15, 2015 and the availability was temporarily increased to $85 million. The temporary increase in availability was extended to January 6, 2015 on December 19, 2014. | ||||||||||||
On February 20, 2015, Texadian, and its wholly-owned subsidiary Texadian Canada, amended and restated the uncommitted credit agreement. The amendment increased the uncommitted loans and letters of credit capacity to $200 million and matures in February 2016. | ||||||||||||
Cross Default Provisions | ||||||||||||
Included within each of the our debt agreements are customary cross default provisions that require the repayment of amounts outstanding on demand should an event of default occur and not be cured within the permitted grace period, if any. As of December 31, 2014 we are in compliance with all of our credit agreements. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurements | Note 11—Fair Value Measurements | |||||||||||||||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||||
Purchase Price Allocation of HIE. The final fair values of the assets acquired and liabilities assumed as a result of the HIE acquisition were estimated as of the date of the acquisition and finalized during the quarter ended September 30, 2014 using valuation techniques described in notes (a) through (g) described below. | ||||||||||||||||
Valuation | ||||||||||||||||
Fair Value | Technique | |||||||||||||||
(in thousands) | ||||||||||||||||
Net working capital | $ | 462,258 | (a) | |||||||||||||
Property, plant and equipment | 59,670 | (b) | ||||||||||||||
Land | 39,800 | (c) | ||||||||||||||
Goodwill | 13,796 | (d) | ||||||||||||||
Intangible assets | 4,596 | (e) | ||||||||||||||
Contingent consideration liability | (11,980 | ) | (f) | |||||||||||||
Other non-current liabilities | (7,561 | ) | (g) | |||||||||||||
Total | $ | 560,579 | ||||||||||||||
(a) | Current assets acquired and liabilities assumed were recorded at their net realizable value. | |||||||||||||||
(b) | The fair value of the property, plant, and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and external obsolescence. We consider this to be a Level 3 fair value measurement. | |||||||||||||||
(c) | The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement. | |||||||||||||||
(d) | The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. | |||||||||||||||
(e) | The fair value of the trade names and trademarks was estimated using a form of the income approach, the Relief from Royalty Method. Significant inputs used in this model include estimated revenue attributable to the trade names and trademarks and a royalty rate. An increase in the estimated revenue or royalty rate would result in an increase in the value attributable to the trade names and trademarks. We consider this to be a Level 3 fair value measurement. | |||||||||||||||
(f) | The fair value of the liability for contingent consideration was estimated using Monte Carlo simulation. Significant inputs used in the model include estimated future gross margin, annual gross margin volatility and a present value factor. An increase in estimated future gross margin, volatility or the present value factor would result in an increase in the liability. We consider this to be a Level 3 fair value measurement. | |||||||||||||||
(g) | Other non-current assets and liabilities are recorded at their estimated net present value. | |||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | ||||||||||||||||
Common stock warrants. We estimate the fair value of our outstanding common stock warrants using a Monte Carlo simulation analysis, which is considered to be a Level 3 fair value measurement. Significant inputs used in the Monte Carlo simulation analysis include: | ||||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Stock price | $16.25 | $22.30 | ||||||||||||||
Weighted average exercise price | $0.10 | $0.10 | ||||||||||||||
Term (years) | 7.67 | 8.67 | ||||||||||||||
Risk-free rate | 2.01% | 2.78% | ||||||||||||||
Expected volatility | 50.20% | 52.90% | ||||||||||||||
The expected volatility is based on the 10-year historical volatilities of comparable public companies. Based on the Monte Carlo simulation analysis, the estimated fair value of the common stock warrants was $16.17 and $21.64 per share as of December 31, 2014 and 2013, respectively. Since the common stock warrants were in the money upon issuance, we do not believe that changes in the inputs to the Monte Carlo simulation analysis will have a significant impact to the value of the common stock warrants other than changes in the value of our common stock. Increases in the value of our common stock will increase the value of the common stock warrants. Likewise, a decrease in the value of our common stock will result in a decrease in the value of the common stock warrants. | ||||||||||||||||
Debt prepayment derivative. A previous loan agreement contained a contingent prepayment feature that we accounted for as a derivative. At June 30, 2013, we reduced the carrying value of the debt prepayment derivative to zero because we did not believe there was any probability of us repaying the loan prior to maturity. This was considered a Level 3 fair value measurement. In November 2013, we repaid in full and terminated all of our obligations, including any repayment premiums, under this loan agreement thus extinguishing the liability. | ||||||||||||||||
Derivative instruments. From time to time, we enter into certain exchange traded oil contracts that do not qualify for or for which we do not elect the normal purchase or normal sale exception. Changes in the fair value of these contracts are recorded in earnings. The fair value of our commodity derivatives is measured using the closing market price at the end of the reporting period obtained from the New York Mercantile Exchange and from third-party broker quotes and pricing providers. | ||||||||||||||||
Contingent consideration. The cash consideration for our acquisition of HIE may be increased pursuant to an earn out provision. The liability is remeasured at the end of each reporting period using a Monte Carlo simulation analysis. Significant inputs used in the valuation model include estimated future gross margin, annual gross margin volatility and a present value factor. We consider this to be a Level 3 fair value measurement. | ||||||||||||||||
Financial Statement Impact | ||||||||||||||||
Our assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 and their placement within our consolidated balance sheet consist of the following (in thousands): | ||||||||||||||||
December 31, | ||||||||||||||||
Balance Sheet Location | 2014 | 2013 | ||||||||||||||
Asset (Liability) | ||||||||||||||||
Common stock warrants | Common stock warrants | $ | (12,123 | ) | $ | (17,336 | ) | |||||||||
Contingent consideration liability | Contingent consideration liability | (9,131 | ) | (11,980 | ) | |||||||||||
Exchange-traded futures | Prepaid and other current assets | 1,015 | — | |||||||||||||
The following table summarizes the pre-tax gain (loss) recognized in our consolidated statement 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 | 2014 | 2013 | ||||||||||||||
Common stock warrants | Change in value of common stock warrants | $ | 4,433 | $ | (10,159 | ) | ||||||||||
Contingent consideration liability | Change in value of contingent consideration | 2,849 | — | |||||||||||||
Debt repayment derivative | Interest expense and financing costs, net | — | 45 | |||||||||||||
Derivatives - exchange traded futures | Cost of revenues | 8,228 | 104 | |||||||||||||
Commodities - physical forward contracts | Cost of revenues | — | 306 | |||||||||||||
Our assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 and their level within the fair value hierarchy is as follows (in thousands): | ||||||||||||||||
December 31, 2014 | ||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
Common stock warrants | $ | (12,123 | ) | $ | — | $ | — | $ | (12,123 | ) | ||||||
Contingent consideration liability | (9,131 | ) | — | — | (9,131 | ) | ||||||||||
Derivatives - exchange traded futures | 1,015 | 1,015 | — | — | ||||||||||||
December 31, 2013 | ||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
Common stock warrants | $ | (17,336 | ) | $ | — | $ | — | $ | (17,336 | ) | ||||||
Contingent consideration liability | (11,980 | ) | — | — | (11,980 | ) | ||||||||||
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, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Balance, at beginning of period | $ | (29,316 | ) | $ | (10,945 | ) | ||||||||||
Settlements | 780 | 3,723 | ||||||||||||||
Acquired | — | (11,980 | ) | |||||||||||||
Total unrealized income (loss) included in earnings | 7,282 | (10,114 | ) | |||||||||||||
Balance, at end of period | $ | (21,254 | ) | $ | (29,316 | ) | ||||||||||
The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2014 and 2013 is as follows (in thousands): | ||||||||||||||||
31-Dec-14 | ||||||||||||||||
Carrying Value | Fair Value (1) | |||||||||||||||
Term Loan | $ | 87,360 | $ | 87,068 | ||||||||||||
ABL Facility (2) | — | — | ||||||||||||||
HIE Retail Credit Agreement (2) | 22,750 | 22,750 | ||||||||||||||
Texadian Uncommitted Credit Agreement | 26,500 | 26,500 | ||||||||||||||
Common stock warrants | 12,123 | 12,123 | ||||||||||||||
Contingent consideration liability | 9,131 | 9,131 | ||||||||||||||
31-Dec-13 | ||||||||||||||||
Carrying Value | Fair Value (1) | |||||||||||||||
Term Loan | $ | 19,480 | 18,800 | |||||||||||||
ABL Facility (2) | 51,800 | 51,800 | ||||||||||||||
HIE Retail Credit Agreement (2) | 26,000 | 26,000 | ||||||||||||||
Common stock warrants | 17,336 | 17,336 | ||||||||||||||
Contingent consideration liability | 11,980 | 11,980 | ||||||||||||||
_________________________________________________________ | ||||||||||||||||
(1) The fair values of these instruments are considered Level 3 measurements in the fair value hierarchy. | ||||||||||||||||
(2) Fair value approximates carrying value due to the floating rate interest. | ||||||||||||||||
We estimate our long-term debt’s fair value using a discounted cash flow analysis and an estimate of the current yield of 14.11% and 15.28% as of December 31, 2014 and 2013, respectively, by reference to market interest rates for term debt of comparable companies. | ||||||||||||||||
The fair value of all non-derivative financial instruments included in current assets, including cash and cash equivalents, restricted cash and trade accounts receivable, current liabilities, and accounts payable approximate their carrying value due to their short term nature. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||
Commitments and Contingencies | Note 12—Commitments and Contingencies | ||||||||||||||||||||
Environmental Matters | |||||||||||||||||||||
Like other petroleum refiners and exploration and production companies, our operations are subject to extensive and periodically changing federal and state environmental regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent, and the cost of compliance can be expected to increase over time. | |||||||||||||||||||||
Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. We intend to respond in a timely manner to all such communications and to take appropriate corrective action. 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. | |||||||||||||||||||||
Regulation of Greenhouse Gases. The United States Environmental Protection Agency (“EPA”) has begun regulating greenhouse gases ("GHG") under the Clean Air Act Amendments of 1990 (“Clean Air Act”). New construction or material expansions that meet certain GHG emissions thresholds will likely require that, among other things, a GHG permit be issued in accordance with the Clean Air Act regulations, and we will be required in connection with such permitting to undertake a technology review to determine appropriate controls to be implemented with the project in order to reduce GHG emissions. | |||||||||||||||||||||
Furthermore, the EPA is currently developing refinery-specific GHG regulations and performance standards that are expected to impose GHG emission limits and/or technology requirements. These control requirements may affect a wide range of refinery operations. Any such controls could result in material increased compliance costs, additional operating restrictions for our business, and an increase in cost of the products we produce, which could have a material adverse effect on our financial position, results of operations, and liquidity. | |||||||||||||||||||||
In 2007, the State of Hawaii passed Act 234, which required that GHG emissions be rolled back on a statewide basis to 1990 levels by the year 2020. Although delayed, the Hawaii Department of Health (“DOH”) has issued regulations that would require each major facility to reduce CO2 emissions by 16% by 2020 relative to a calendar year 2010 baseline (the first year in which GHG emissions were reported to the EPA under 40 CFR Part 98). Those rules are pending final approval by the Government of Hawaii. The refinery’s capacity to reduce fuel use and GHG emissions is limited. However, the state’s pending regulation allows, and the refinery should be able to demonstrate, that additional reductions are not cost-effective or necessary in light of the state’s current GHG inventory and future year projections. The pending regulation allows for “partnering” with other facilities (principally power plants) which have already dramatically reduced greenhouse emissions or are on schedule to reduce CO2 emissions in order to comply with the state’s Renewable Portfolio Standards. | |||||||||||||||||||||
Fuel Standards. In 2007, the U.S. Congress passed the Energy Independence and Security Act (“EISA”) which, among other things, set a target fuel economy standard of 35 miles per gallon for the combined fleet of cars and light trucks in the United States by model year 2020, and contained a second Renewable Fuel Standard (the “RFS2”). In August 2012, the EPA and National Highway Traffic Safety Administration jointly adopted regulations that establish an average industry fuel economy of 54.5 miles per gallon by model year 2025. The RFS2 requires an increasing amount of renewable fuel usage, up to 36 billion gallons by 2022. In the near term, the RFS2 will be satisfied primarily with fuel ethanol blended into gasoline. The RFS2 may present production and logistics challenges for both the renewable fuels and petroleum refining and marketing industries in that we may have to enter into arrangements with other parties or purchase credits from the EPA to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels. | |||||||||||||||||||||
In October 2010, the EPA issued a partial waiver decision under the Clean Air Act to allow for an increase in the amount of ethanol permitted to be blended into gasoline from 10% (“E10”) to 15% (“E15”) for 2007 and newer light duty motor vehicles. In January 2011, the EPA issued a second waiver for the use of E15 in vehicles model years 2001-2006. There are numerous issues, including state and federal regulatory issues, which need to be addressed before E15 can be marketed on a large scale for use in traditional gasoline engines. Since April 2006, the State of Hawaii has required that a minimum of 9.2% ethanol be blended into at least 85% of the gasoline pool, but the regulation also limited the amount of ethanol to no more than 10%. Consequently, unless either the state or federal regulations are revised, qualified Renewable Identification Numbers (“RINS”) will be required to fulfill the federal mandate for renewable fuels. | |||||||||||||||||||||
In March 2014, the EPA published a final Tier 3 gasoline standard that lowers the allowable sulfur level in gasoline to 10 ppm and also lowers the allowable benzene, aromatics and olefins content of gasoline. The effective date for the new standard, January 1, 2017, gives refiners nationwide little time to engineer, permit and implement substantial modifications. Along with credit and trading options, potential capital upgrades for the refinery are being evaluated. | |||||||||||||||||||||
There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA and other fuel-related regulations. 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 (“Closing Date”), Hawaii Pacific Energy (a wholly-owned subsidiary of Par created for purposes of the HIE acquisition), Tesoro and HIE entered into an Environmental Agreement (“Environmental Agreement”), which allocated responsibility for known and contingent environmental liabilities related to the acquisition of HIE, including the Consent Decree as described below. | |||||||||||||||||||||
Consent Decree. Tesoro is currently negotiating a consent decree with the EPA and the United States Department of Justice concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates (“Consent Decree”), including the Hawaii refinery. It is anticipated that the Consent Decree will be finalized sometime during the first half of 2015 and will require certain capital improvements to our refinery to reduce emissions of air pollutants. | |||||||||||||||||||||
We estimate the cost of compliance with the final decree could be $20 million to $25 million. However, Tesoro is responsible under the Environmental Agreement for reimbursing HIE for all reasonable third-party capital expenditures incurred for the construction, installation and commissioning of such capital projects and for the payment of any fines or penalties imposed on HIE arising from the Consent Decree to the extent related to acts or omission of Tesoro or HIE prior to the Closing Date. Tesoro’s obligation to reimburse HIE for such fines and penalties is not subject to a monetary limitation; however, the obligation relating to fines and penalties terminates on the third anniversary of the Closing Date. | |||||||||||||||||||||
Tank Replacements. Tesoro replaced, at its expense, the existing underground storage tanks at six retail locations. The tank replacements were completed at five of the stations during 2014. The sixth location was completed during the first quarter of 2015. | |||||||||||||||||||||
Indemnification. In addition to its obligation to reimburse us for capital expenditures incurred pursuant to the Consent Decree, Tesoro agreed to indemnify us for claims and losses arising out of related breaches of Tesoro’s representations, warranties and covenants in the Environmental Agreement, certain defined “corrective actions” relating to pre-existing environmental conditions, third-party claims arising under environmental laws for personal injury or property damage arising out of or relating to releases of hazardous materials that occurred prior to the Closing Date, any fine, penalty or other cost assessed by a governmental authority in connection with violations of environmental laws by HIE prior to the Closing Date, certain groundwater remediation work, the replacement of underground storage tanks located at certain retail sites, fines or penalties imposed on HIE by the Consent Decree related to acts or omissions of Tesoro prior to the Closing Date and to claims and losses related to the Pearl City Superfund Site. | |||||||||||||||||||||
Tesoro’s indemnification obligations are subject to certain limitations as set forth in the Environmental Agreement. These limitations include a deductible of $1 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 on August 31, 2012 ("Emergence Date") when the plan of reorganization ("Plan") was consummated. On the Emergence Date, we formed the Delta Petroleum General Recovery Trust (“General Trust”). The General Trust was formed to pursue certain litigation against third parties, including preference actions, fraudulent transfer and conveyance actions, rights of setoff and other claims, or causes of action under the U.S. Bankruptcy Code, and other claims and potential claims that the Debtors hold against third parties. | |||||||||||||||||||||
We are the beneficiary of the General Trust, subject to the terms of the respective trust agreement and the Plan. Since the Emergence Date, the General Trust has filed various claims and causes of action against third parties before the Bankruptcy Court, which actions are ongoing. Upon liquidation of the various claims and causes of action held by the General Trust, the proceeds, less certain administrative reserves and expenses, will be transferred to us. It is unknown at this time what proceeds, if any, we will realize from the General Trust’s litigation efforts. | |||||||||||||||||||||
The Plan provides that certain allowed general unsecured claims be paid with shares of our common stock. 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. | |||||||||||||||||||||
As of December 31, 2014 and 2013, 27 and 28 claims totaling approximately $26.5 million and $40.2 million remain to be resolved by the trustee for the General Trust and we have reserved approximately $1.1 million and $3.8 million representing the estimated value of claims remaining to be settled which are deemed probable and estimable at period end, respectively. During the year ended December 31, 2014, the trustee for the General Trust settled one claim from U.S. Bank of $3.7 million. In October 2014, we issued 146 thousand shares of common stock to settle this claim. During the year ended December 31, 2013, the trustee for the General Trust settled 59 claims of $26.9 million for approximately $5.4 million in cash and 209 thousand shares of common stock. | |||||||||||||||||||||
A summary of claims is as follows (in thousands, except number of filed claims): | |||||||||||||||||||||
For The Year Ended December 31, 2014 | |||||||||||||||||||||
Remaining Filed | |||||||||||||||||||||
Settled Claims | Claims | ||||||||||||||||||||
Consideration | |||||||||||||||||||||
Count | Amount | Cash | Stock | Count | Amount | ||||||||||||||||
U.S. Government Claims | — | $ | — | $ | — | — | 2 | $ | 22,364 | ||||||||||||
Other Various Claims | 1 | 3,702 | — | 146 | 25 | 4,158 | |||||||||||||||
Total | 1 | $ | 3,702 | $ | — | 146 | 27 | $ | 26,522 | ||||||||||||
For The Year Ended December 31, 2013 | |||||||||||||||||||||
Remaining Filed | |||||||||||||||||||||
Settled Claims | Claims | ||||||||||||||||||||
Consideration | |||||||||||||||||||||
Count | Amount | Cash | Stock | Count | Amount | ||||||||||||||||
U.S. Government Claims | 1 | $ | — | $ | — | — | 2 | $ | 22,364 | ||||||||||||
Former Employee Claims | 19 | 12,695 | 340 | 162 | — | — | |||||||||||||||
Macquarie Capital (USA) Inc. | 1 | 8,672 | 2,500 | — | — | — | |||||||||||||||
Swann and Buzzard Creek Royalty Trust | 1 | 3,200 | 2,000 | — | — | — | |||||||||||||||
Other Various Claims (1) | 37 | 2,339 | 543 | 47 | 26 | 17,860 | |||||||||||||||
Total | 59 | $ | 26,906 | $ | 5,383 | 209 | 28 | $ | 40,224 | ||||||||||||
_____________________________ | |||||||||||||||||||||
(1) | Includes reserve for contingent/unliquidated claims in the amount of $10 million. | ||||||||||||||||||||
Capital Leases | |||||||||||||||||||||
Within our refining, distribution and marketing segment, we have capital lease obligations related primarily to the leases of five retail stations with initial terms of 17 years and generally five years remaining on the current term, with four 5-year renewal options. Minimum annual lease payments including interest, for capital leases are as follows (in thousands): | |||||||||||||||||||||
2015 | $ | 382 | |||||||||||||||||||
2016 | 382 | ||||||||||||||||||||
2017 | 382 | ||||||||||||||||||||
2018 | 420 | ||||||||||||||||||||
2019 | 420 | ||||||||||||||||||||
Thereafter | — | ||||||||||||||||||||
Total minimum lease payments | 1,986 | ||||||||||||||||||||
Less amount representing interest | 460 | ||||||||||||||||||||
Total minimum rental payments | $ | 1,526 | |||||||||||||||||||
Operating Leases | |||||||||||||||||||||
Within our refining, distribution and marketing segment, we have various cancellable and noncancellable operating leases related to land, vehicles, office and retail facilities, and other facilities used in the storage, transportation, and sale of crude oil and refined products. The majority of the future lease payments relate to retail stations and facilities used in the storage, transportation and sale of crude oil and refined products. We have operating leases for most of our retail stations with primary terms of up to 50 years with an average of 12 years remaining, and generally containing renewal options and escalation clauses. Leases for facilities used in the storage, transportation and sale of crude oil and refined products have various expiration dates extending to 2027. | |||||||||||||||||||||
In addition, with our commodity marketing and logistics segment, we have various agreements to lease storage facilities, primarily along the Mississippi River, railcars, inland river tank barges and towboats, and other equipment. These leasing agreements have been classified as operating leases for financial reporting purposes and the related rental fees are charged to expense over the lease term as they become payable. The leases generally range in duration of five years or less and contain lease renewal options at fair value. Our railcar leases contain an empty mileage indemnification provision whereby if the empty mileage exceeds the loaded mileage, we are charged for the empty mileage at the rate established by the tariff of the railroad on which the empty miles accrued. | |||||||||||||||||||||
Minimum annual lease payments extending to 2044 for operating leases to which we are legally obligated and having initial or remaining non-cancellable lease terms in excess of one year are as follows (in thousands): | |||||||||||||||||||||
2015 | $ | 28,944 | |||||||||||||||||||
2016 | 13,263 | ||||||||||||||||||||
2017 | 11,224 | ||||||||||||||||||||
2018 | 9,902 | ||||||||||||||||||||
2019 | 7,954 | ||||||||||||||||||||
Thereafter | 18,194 | ||||||||||||||||||||
Total minimum rental payments | $ | 89,481 | |||||||||||||||||||
Rent expense for the year ended December 31, 2014 and 2013 was approximately $30.2 million and $6.2 million, respectively. | |||||||||||||||||||||
Major Customers | |||||||||||||||||||||
For the year ended December 31, 2014 and 2013, no individual customer accounted for more than 10% of our consolidated revenue. | |||||||||||||||||||||
Other | |||||||||||||||||||||
On April 22, 2013, Texadian entered into a terminaling and storage agreement whereby the operator would provide Texadian with storage facilities, access to a marine terminal and pipelines and railcar offloading services. The initial term of the agreement was for a period of four years and Texadian's minimum commitment during the initial term was approximately $28 million. Effective February 1, 2015, Texadian and the counterparty (i) terminated this terminaling and storage agreement and (ii) entered into a new agreement with an initial term of one year. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Equity [Abstract] | ||||||||||||||
Stockholders' Equity | Note 13—Stockholders' Equity | |||||||||||||
Common Stock | ||||||||||||||
Our certificate of incorporation contains restrictions on the transfer of certain of our securities in order to preserve the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any “net unrealized built-in loss” within the meaning of Section 382 of the Internal Revenue Service Code, of us or any direct or indirect subsidiary thereof. These restrictions include provisions regarding approval by our Board of Directors of transfers of Common Stock by holders of five percent or more of the outstanding Common Stock. Our debt agreements restrict the payment of dividends. | ||||||||||||||
We amended our certificate of incorporation to implement a one-for-ten (1:10) reverse stock split of our issued and outstanding common stock, par value $0.01 per share, effective on January 29, 2014 for trading purposes. All references in the financial statements to the number of shares of common stock or warrants, price per share and weighted average number of common stock shares outstanding prior to the 1:10 reverse stock split have been adjusted to reflect this stock split on a retroactive basis, unless otherwise noted. | ||||||||||||||
In July 2014, we issued, at no charge, one transferable subscription right with respect to each share of our common stock then outstanding. Holders of subscription rights were entitled to purchase 0.21 shares of our common stock for each subscription right held at an exercise price of $16.00 per whole share. The rights offering was fully subscribed and we issued approximately 6.4 million shares of our common stock resulting in net proceeds of approximately $101.5 million in August 2014. We incurred approximately $237 thousand of offering costs which are included as a reduction of Additional paid-in capital on our consolidated balance sheet. | ||||||||||||||
On September 25, 2013, we completed a private placement transaction and issued approximately 14.4 million shares of common stock resulting in net proceeds of approximately $199.2 million. We incurred approximately $830 thousand of offering costs which are included as a reduction of Additional paid-in capital on our consolidated balance sheet. | ||||||||||||||
Registration Rights Agreements | ||||||||||||||
In connection with our emergence from bankruptcy on August 31, 2012, we entered into a registration rights agreement (“Registration Rights Agreement”) providing the stockholders party thereto (“Stockholders”) with certain registration rights. | ||||||||||||||
The Registration Rights Agreement states that at any time after the consummation of a qualified public offering, any Stockholder or group of Stockholders that, together with its or their affiliates, holds more than fifteen percent of the Registrable Shares (as defined in the Registration Rights Agreement), will have the right to require us to file with the SEC a registration statement for a public offering of all or part of its Registrable Shares (each a “Demand Registration”), by delivery of written notice to the company (each, a “Demand Request”). | ||||||||||||||
Within 90 days after receiving the Demand Request, we must file with the SEC the registration statement with respect to the Demand Registration, subject to certain limitations as set forth in the Registration Rights Agreement. We are required to use commercially reasonable efforts to cause the registration statement to be declared effective as soon as practicable after such filing. | ||||||||||||||
In addition, subject to certain exceptions, if we propose to register any class of common stock for sale to the public, we are required, subject to certain conditions, to include all Registrable Shares with respect to which we have received written requests for inclusion. | ||||||||||||||
In connection with the closing of a private placement, we entered into an additional registration rights agreement with the purchasers of the shares. Under this registration rights agreement, we agreed to file a registration statement relating to the shares of common stock with the SEC within 60 days after the closing date of the sale which would be declared effective within 180 days of the closing date of the sale. We also agreed to use commercially reasonable efforts to keep the registration statement effective until the earliest to occur of (i) the disposition of all registrable securities, (ii) the availability under Rule 144 of the Securities Act of 1933, as amended, for each holder of registrable securities to immediately freely resell such registrable securities without volume restrictions or (iii) the third anniversary of the effective date of the registration statement. | ||||||||||||||
This registration rights agreement also provides the right for a holder or group of holders of more than $50 million of registrable securities to demand that we conduct an underwritten public offering of the registrable securities. However, the demanding holders are limited to a total of three such underwritten offerings, with no more than one demand request for an underwritten offering made in any 365 day period. Additionally, this registration rights agreement contains customary indemnification rights and obligations for both us and the holders of registrable securities. | ||||||||||||||
If this registration statement (i) is not filed with the SEC on or prior to the applicable deadline (ii) is not declared effective by the SEC prior to the applicable deadline, or (iii) does not remain effective for the applicable effectiveness period described above then from the that date until cured, we must pay, as liquidated damages and not as a penalty, an amount in cash equal to 0.25% of the purchaser’s allocated purchase price per calendar month, not to exceed 0.75% of the allocated purchase price. | ||||||||||||||
The registration rights granted in each rights agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as suspension periods and, if a registration is for an underwritten offering, limitations on the number of shares to be included in the underwritten offering imposed by the managing underwriter. | ||||||||||||||
Incentive Plan | ||||||||||||||
On December 20, 2012, our Board of Directors (“Board”) approved the Par Petroleum Corporation 2012 Long Term Incentive Plan (“Incentive Plan”). Under the Incentive Plan, the Board, or a committee of the Board, may issue up to 1.6 million shares of our common stock, or incentive stock options, nonstatutory stock options or restricted stock to our employee or directors, or other individuals providing services to us. In general, the terms of any award issue will be determined by the committee upon grant. | ||||||||||||||
These awards primarily vest ratably over five years. For the year ended December 31, 2014, the following activity occurred under our Incentive Plan (in thousands, except per share amounts), which includes the restricted common stock issued under the Stock Purchase Plan discussed below: | ||||||||||||||
Shares | Weighted- | |||||||||||||
Average | ||||||||||||||
Grant Date Fair | ||||||||||||||
Value | ||||||||||||||
Non vested balance, beginning of period | 524 | $ | 16.29 | |||||||||||
Granted | 239 | 18.49 | ||||||||||||
Vested | (196 | ) | 15.04 | |||||||||||
Forfeited | — | |||||||||||||
Non vested balance, end of period | 567 | $ | 17.65 | |||||||||||
Available for grant | 852 | |||||||||||||
For the years ended December 31, 2014 and 2013, we recognized compensation costs of approximately $4.8 million and $1.2 million, respectively, related to restricted stock awards in general and administrative expenses within our consolidated statements of operations related to restricted stock awards under our Incentive Plan. As of December 31, 2014 and 2013, there was approximately $7.5 million and $8.1 million, of total unrecognized compensation costs related to restricted stock awards, which are expected to be recognized on a straight-line basis over a weighted average period of 3.75 years and 4.37 years, respectively. | ||||||||||||||
On September 8, 2014, we entered into a separation agreement with our former chief operating officer and he retired. Pursuant to the separation agreement, we agreed to vest approximately 110 thousand shares of unvested restricted common stock issued under the Incentive Plan as follows (i) approximately 27 thousand shares vested on December 31, 2014 and (ii) approximately 83 thousand shares will vest upon the earlier of the closing or termination of the Mid Pac acquisition. Please read Note 4—Acquisitions for more information. Such shares would have been forfeited under the original terms of the restricted stock grant. As a result of this modification, we recorded $1.7 million of compensation costs during the year ended December 31, 2014, which is included in annual activity disclosed above. | ||||||||||||||
Stock Purchase Plan | ||||||||||||||
On June 12, 2014, the Board adopted a Stock Purchase Plan (“SPP”) plan. The SPP is limited to the Company’s qualifying executive officers and directors. The SPP provides that each participant may during the twelve month period beginning with the date of adoption of the SPP, purchase, in a single transaction, up to $1 million of shares of our common stock 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 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 the Company or its 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 shares purchased with 50% of the restricted common stock vesting on each of the two annual anniversaries of the date of grant, pursuant to the terms and conditions of the award of restricted stock. Each purchasing participant will also be granted a nonstatutory stock option with a 5-year term to purchase a number of shares of common stock under the Incentive Plan (with an exercise price equal to the fair market value as defined in the Incentive Plan on the date of grant) equal to certain specified percentages of the shares purchased based on a Black Scholes model with 50% of the options vesting on each of the two annual anniversaries of the date of grant. Such percentages are as follows: 50% for a non-employee chairman of the Board, 35% for non-employee members of the Board and 50%-70% for executive officers. | ||||||||||||||
The fair value of each option is estimated on the grant date using the Black-Scholes option-pricing model. The estimated weighted-average grant-date fair value per share of options granted during 2014 was $5.91. Unrecognized compensation cost related to non-vested stock options as of December 31, 2014 totaled $2.2 million and is expected to be recognized over a weighted-average period of 2.0 years. | ||||||||||||||
For the year ended December 31, 2014, the following stock option activity occurred (options in thousands): | ||||||||||||||
Number of Options | Weighted-Average | Weighted-Average | Aggregate | |||||||||||
Exercise | Remaining | Intrinsic | ||||||||||||
Price | Contractual | Value | ||||||||||||
Term in Years | ||||||||||||||
Outstanding, beginning of year | — | $ | — | — | $ | — | ||||||||
Issued | 401 | 16.18 | ||||||||||||
Exercised | — | — | ||||||||||||
Forfeited / canceled | — | — | ||||||||||||
Outstanding, end of year | 401 | $ | 16.18 | 5.5 | $ | — | ||||||||
Vested, end of year | — | $ | — | |||||||||||
Exercisable, end of year | — | $ | — | |||||||||||
The expected life of options granted is based on the term of the option. Expected volatilities are based on the historical volatility of our stock. Expected dividend yield is based on annualized dividends at the grant date. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Our weighted-average assumptions used to measure stock options granted during 2014 are presented below: | ||||||||||||||
2014 | ||||||||||||||
Expected life from date of grant (years) | 5 | |||||||||||||
Expected volatility | 35 | % | ||||||||||||
Expected dividend yield | — | % | ||||||||||||
Risk-free interest rate | 1.76 | % |
Benefit_Plans_Notes
Benefit Plans (Notes) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||
Benefit Plans | Note 14—Benefit Plans | |||||||
Defined Contribution Plan | ||||||||
We maintain several defined contribution plans for our employees. Eligible employees can enter the plans either immediately or after one year of service, depending on the plan. The plans permit employee contributions up to the IRS limits per year. For some plans, we contribute 3% of the employee’s eligible compensation to the plan regardless of the employee’s contribution. On all plans, we match a portion of all the employee’s contributions up to 6% depending on the plan. In addition, we have a money purchase pension plan for certain eligible employees. Under this plan, we make contributions to employee directed investment accounts ranging from 5.5% to 8.5% of eligible compensation depending on the employee’s age. For the years ended December 31, 2014 and 2013, we made contributions to the plans totaling approximately $1.2 million and $502 thousand, respectively. | ||||||||
Other Post-retirement Benefits - Medical | ||||||||
Our refining, marketing and distribution segment sponsors a post-retirement medical plan to provide health care coverage continuation from the date of retirement to age 65 for qualifying employees. Employees hired before 2006 are generally eligible to participate in the plan after five years of service and reaching the age of 55 and will pay 20% of the monthly insurance premium. Employees hired after 2006 are generally eligible to participate in the plan after five years of service and reaching the age of 55 and are required to pay 100% of the monthly insurance premium; however, after 10 years of service, they are only required to pay 50% of the monthly insurance premium. | ||||||||
The post-retirement medical plan resulted from the HIE acquisition and qualifying employees were credited with their prior service under Tesoro which resulted in the recognition of a liability for the projected benefit obligation. However, employees who were vested under the Tesoro post-retirement medical plan on the date of acquisition remain a liability under the Tesoro plan. As such, we did not assume any of these employees’ liability under the plan. | ||||||||
The changes in the benefit obligation of our post-retirement medical plan as of and for the years ended December 31, 2014, and 2013 were as follows (in thousands): | ||||||||
2014 | 2013 | |||||||
Benefit obligation at the beginning of year | $ | 4,505 | $ | — | ||||
Acquisition of HIE | — | 4,385 | ||||||
Service cost | 260 | 69 | ||||||
Interest cost | 194 | 52 | ||||||
Plan amendments | 48 | — | ||||||
Actuarial loss (gain) | 407 | (1 | ) | |||||
Projected benefit obligation at end of year | $ | 5,414 | $ | 4,505 | ||||
The post-retirement medical plan is an unfunded plan and therefor had no plan assets as of and for the years ended December 31, 2014, and 2013. | ||||||||
Estimated future benefit payments, which reflect expected future services, that we expect to pay for our post-retirement medical plan are as follows (in thousands): | ||||||||
2015 | $ | 14 | ||||||
2016 | 37 | |||||||
2017 | 74 | |||||||
2018 | 123 | |||||||
2019 | 195 | |||||||
2020–2024 | 2,359 | |||||||
The components of the net periodic benefit cost for the years ended December 31, 2014, and 2013 were as follows (in thousands): | ||||||||
2014 | 2013 | |||||||
Service cost | $ | 260 | $ | 69 | ||||
Interest cost | 194 | 52 | ||||||
Amortization of prior service cost | 9 | — | ||||||
Net periodic benefit cost | $ | 463 | $ | 121 | ||||
The pre-tax amounts in accumulated other comprehensive loss as of December 31, 2014 and 2013 that have not yet been recognized as components of net periodic costs were as follows (in thousands): | ||||||||
2014 | 2013 | |||||||
Prior service cost (credit) | $ | 39 | $ | — | ||||
Net actuarial loss (gain) | 407 | (1 | ) | |||||
Total | $ | 446 | $ | (1 | ) | |||
The weighted-average discount rates used to determine the benefit obligations as of December 31, 2014 and 2013 were 3.50% and 4.50% respectively. The discount rates were selected by comparing the expected plan cash flows to the December 31, 2014 and 2013 Citigroup Pension Discount Curve. The weighted average discount rate used to determine net periodic benefit costs for the years ended December 31, 2014 and 2013 was 4.5%. |
Loss_Per_Share
Loss Per Share | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Loss Per Share | Note 15—Loss Per Share | |||||||
Basic loss per share is computed by dividing net loss by the sum of the weighted average number of common shares outstanding and the weighted average number of shares issuable under the common stock warrants, representing 749,148 shares and 790,683 shares as of December 31, 2014 and 2013, respectively. The common stock warrants are included in the calculation of basic loss per share because they are issuable for minimal consideration. Non-vested restricted stock is excluded from the basic weighted-average common stock outstanding computation as these shares are not considered earned until vested. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Net loss attributable to common stockholders | $ | (47,041 | ) | $ | (79,173 | ) | ||
Basic weighted-average common stock outstanding | 32,739 | 19,740 | ||||||
Add dilutive effects of common stock equivalents (1) | — | — | ||||||
Diluted weighted-average common stock outstanding | 32,739 | 19,740 | ||||||
Basic loss per common share (1) | $ | (1.44 | ) | $ | (4.01 | ) | ||
Diluted loss per common share (1) | $ | (1.44 | ) | $ | (4.01 | ) | ||
________________________________________________________ | ||||||||
(1) | Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per share. | |||||||
As of December 31, 2014 and 2013, our weighted average potentially dilutive securities excluded from the calculation of diluted shares outstanding consisted of 567 thousand and 524 thousand shares of non-vested restricted stock and 401 thousand and no shares of stock options, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Taxes | Note 16—Income Taxes | |||||||
We have approximately $1.4 billion in net operating loss carryforwards ("NOL carryforwards"); however, we currently have a full valuation allowance against this tax asset. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future results of operations, and tax planning strategies in making this assessment. Based upon the level of historical taxable income, significant book losses during the current and prior periods, and projections for future results of operations over the periods in which the deferred tax assets are deductible, among other factors, management concluded that we did not meet the “more likely than not” requirement of ASC 740 in order to recognize deferred tax assets and a valuation allowance has been recorded for the full amount of our net deferred tax assets at December 31, 2014 and 2013. | ||||||||
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 will qualify for an exception to the general limitation rules. This exception under Code Section 382(l)(5) provides for substantially less restrictive limitations on our NOL carryforwards; however, the NOL carryforwards are eliminated should another ownership change occur within three years. Our amended and restated certificate of incorporation places restrictions upon the ability of the certain equity interest holders to transfer their ownership interest us. These restrictions are designed to provide us with the maximum assurance that another ownership change does not occur that could adversely impact our NOL carryforwards. | ||||||||
During the years ended December 31, 2014 and 2013, no adjustments were recognized for uncertain tax benefits. | ||||||||
Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carry forwards will not always be available to offset taxable income apportioned to the various states. The states from which Texadian’s revenues and HIE’s revenues are derived are not the same states in which our NOLs were incurred; therefore we expect to incur state tax liabilities on the net income of Texadian’s and HIE’s operations. | ||||||||
During 2015 and thereafter, we will continue to assess the realizability of our deferred tax assets based on consideration of actual and projected operating results and tax planning strategies. Should actual operating results improve, the amount of the deferred tax asset considered more likely than not to be realizable could be increased. | ||||||||
Income tax expense (benefit) consisted of the following: | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Current: | ||||||||
U.S.—Federal | $ | — | $ | — | ||||
U.S.—State | (264 | ) | (179 | ) | ||||
Foreign | (80 | ) | — | |||||
Deferred: | ||||||||
U.S.—Federal | (14 | ) | (14 | ) | ||||
U.S.—State | (177 | ) | 193 | |||||
Foreign | 80 | — | ||||||
Total | $ | (455 | ) | $ | — | |||
Income tax expense was different from the amounts computed by applying U.S. Federal income tax rate of 35% to pretax income as a result of the following: | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Federal statutory rate | 35 | % | 35 | % | ||||
State income taxes, net of federal benefit | 1.3 | % | (0.1 | )% | ||||
Change in valuation allowance | (38.8 | )% | (23.1 | )% | ||||
Permanent Items | 3.6 | % | (3.7 | )% | ||||
Provision to return adjustments | (0.1 | )% | (8.1 | )% | ||||
Actual income tax rate | 1 | % | — | % | ||||
Deferred tax assets (liabilities) are comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
Net operating loss | $ | 528,782 | $ | 535,959 | ||||
State deferred tax assets | 7,885 | 8,418 | ||||||
Capital loss carry forwards | 26,141 | 26,141 | ||||||
Property and equipment | 34,312 | 34,683 | ||||||
Investment in Piceance Energy | 31,334 | 32,138 | ||||||
Other | 6,112 | 2,510 | ||||||
Total deferred tax assets | 634,566 | 639,849 | ||||||
Valuation allowance | (631,599 | ) | (637,464 | ) | ||||
Net deferred tax assets | $ | 2,967 | $ | 2,385 | ||||
Deferred tax liabilities: | ||||||||
Property and equipment | $ | — | $ | 5 | ||||
Texadian Energy intangibles | 1,677 | 2,380 | ||||||
Other | 1,272 | — | ||||||
State liabilities | 57 | 216 | ||||||
Total deferred tax liabilities | $ | 3,006 | $ | 2,601 | ||||
Total deferred tax liability, net | $ | (39 | ) | $ | (216 | ) | ||
We have net operating loss carryovers as of December 31, 2014 of $1.4 billion for federal income tax purposes. If not utilized, the tax net operating loss carryforwards will expire during 2027 through 2033. Our capital loss carryovers as of December 31, 2014 are $74.7 million. If not utilized, these carryovers will expire during 2015 and 2016. We also have Alternative Minimum Tax Credit Carryovers of $800 thousand. These credits do not expire; however, we must first generate regular taxable income before they can be used. |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||
Segment Information | Note 17—Segment Information | ||||||||||||||||||||
We operate three business segments: (i) Refining, Distribution and Marketing, (ii) Natural Gas and Oil Operations, and (iii) Commodity Marketing and Logistics. Corporate and Other includes trust litigation and settlements and other administrative costs. Summarized financial information concerning reportable segments consists of the following (in thousands): | |||||||||||||||||||||
For the year ended December 31, 2014 | Refining, Distribution and Marketing | Natural Gas and Oil Operations | Commodity Marketing and Logistics | Corporate and Other | Total | ||||||||||||||||
Revenues | $ | 2,912,881 | $ | 5,984 | $ | 189,160 | $ | — | $ | 3,108,025 | |||||||||||
Costs of revenue | 2,753,961 | — | 183,511 | — | 2,937,472 | ||||||||||||||||
Operating expense, excluding DD&A | 140,900 | — | — | — | 140,900 | ||||||||||||||||
Lease operating expenses | — | 5,673 | — | — | 5,673 | ||||||||||||||||
Depreciation, depletion, and amortization | 10,242 | 2,376 | 2,018 | 261 | 14,897 | ||||||||||||||||
Loss on sale of assets, net | — | 624 | — | — | 624 | ||||||||||||||||
General and administrative expense | 15,604 | 37 | 4,310 | 14,353 | 34,304 | ||||||||||||||||
Acquisition and integration costs | 4,576 | — | — | 7,111 | 11,687 | ||||||||||||||||
Operating loss | (12,402 | ) | (2,726 | ) | (679 | ) | (21,725 | ) | (37,532 | ) | |||||||||||
Interest expense and financing costs, net | (19,783 | ) | |||||||||||||||||||
Other income (expense), net | (312 | ) | |||||||||||||||||||
Change in value of common stock warrants | 4,433 | ||||||||||||||||||||
Change in value of contingent consideration | 2,849 | ||||||||||||||||||||
Equity earnings from Piceance Energy, LLC | 2,849 | ||||||||||||||||||||
Loss before income taxes | (47,496 | ) | |||||||||||||||||||
Income tax expense | 455 | ||||||||||||||||||||
Net loss | $ | (47,041 | ) | ||||||||||||||||||
Total assets | $ | 460,600 | $ | 105,615 | $ | 87,695 | $ | 87,097 | $ | 741,007 | |||||||||||
Goodwill | $ | 13,796 | $ | — | $ | 6,990 | $ | — | $ | 20,786 | |||||||||||
Capital expenditures | $ | 14,793 | $ | 12 | $ | 300 | $ | 1,523 | $ | 16,628 | |||||||||||
For the year ended December 31, 2013 | Refining, Distribution and Marketing | Natural Gas and Oil Operations | Commodity Marketing and Logistics | Corporate and Other | Total | ||||||||||||||||
Revenues | $ | 778,126 | $ | 7,739 | $ | 100,149 | $ | — | $ | 886,014 | |||||||||||
Costs of revenue | 773,583 | — | 83,483 | — | 857,066 | ||||||||||||||||
Operating expense, excluding DD&A | 27,251 | — | — | — | 27,251 | ||||||||||||||||
Lease operating expense | — | 5,676 | — | — | 5,676 | ||||||||||||||||
Depreciation, depletion, and amortization | 2,267 | 1,706 | 2,009 | — | 5,982 | ||||||||||||||||
Loss on sale of assets, net | — | (50 | ) | — | — | (50 | ) | ||||||||||||||
Trust litigation and settlements | — | — | — | 6,206 | 6,206 | ||||||||||||||||
General and administrative expense | 2,896 | 130 | 5,206 | 13,262 | 21,494 | ||||||||||||||||
Acquisition and integration costs | — | — | — | 9,794 | 9,794 | ||||||||||||||||
Operating (loss) income | (27,871 | ) | 277 | 9,451 | (29,262 | ) | (47,405 | ) | |||||||||||||
Interest expense and financing costs, net | (19,426 | ) | |||||||||||||||||||
Other income (expense), net | 758 | ||||||||||||||||||||
Change in value of common stock warrants | (10,159 | ) | |||||||||||||||||||
Equity loss from Piceance Energy, LLC | (2,941 | ) | |||||||||||||||||||
Loss before income taxes | (79,173 | ) | |||||||||||||||||||
Income tax expense | — | ||||||||||||||||||||
Net loss | $ | (79,173 | ) | ||||||||||||||||||
Total assets | $ | 641,840 | $ | 109,316 | $ | 52,048 | $ | 10,009 | $ | 813,213 | |||||||||||
Goodwill | $ | 13,613 | $ | — | $ | 6,990 | $ | — | $ | 20,603 | |||||||||||
Capital expenditures | $ | 6,753 | $ | 471 | $ | — | $ | 544 | $ | 7,768 | |||||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 18—Related Party Transactions |
Term Loan | |
Certain of our stockholders, or affiliates of our stockholders, are the lenders under our Term Loan. In previous years, they received common stock warrants exercisable for shares of common stock in connection with the origination of the Term Loan. Please read Note 10—Debt for further information. | |
Equity Group Investments ("EGI") and Whitebox - Service Agreements | |
On September 17, 2013, we entered into letter agreements (“Services Agreements”) with Equity Group Investments (“EGI”), an affiliate of Zell Credit Opportunities Fund, LP ("ZCOF"), and Whitebox Advisors, LLC, ("Whitebox") each of which own 10% or more of our common stock directly or through affiliates. Pursuant to the Services Agreements, EGI and Whitebox agreed to provide us with ongoing strategic, advisory and consulting services that may include (i) advice on financing structures and our relationship with lenders and bankers, (ii) advice regarding public and private offerings of debt and equity securities, (iii) advice regarding asset dispositions, acquisitions or other asset management strategies, (iv) advice regarding potential business acquisitions, dispositions or combinations involving us or our affiliates, or (v) such other advice directly related or ancillary to the above strategic, advisory and consulting services as may be reasonably requested by us. | |
EGI and Whitebox will not receive a fee for the provision of the strategic, advisory or consulting services set forth in the Services Agreements, but may be periodically reimbursed by us, upon request, for (i) travel and out of pocket expenses, provided that in the event that such expenses exceed $50 thousand in the aggregate with respect to any single proposed matter, EGI or Whitebox, as applicable, will obtain our consent prior to incurring additional costs, and (ii) provided that we provide prior consent to their engagement with respect to any particular proposed matter, all reasonable fees and disbursements of counsel, accountants and other professionals incurred in connection with EGI’s or Whitebox’s, as applicable, services under the Services Agreements. In consideration of the services provided by EGI and Whitebox under the Services Agreements, we agreed to indemnify each of them for certain losses incurred by them relating to or arising out of the Services Agreements or the services provided thereunder. | |
The Services Agreements have a term of one year and will be automatically extended for successive one-year periods unless terminated by either party at least 60 days prior to any extension date. There were no significant costs incurred related to these agreements during the year ended December 31, 2014 or 2013. |
Disclosures_About_Capitalized_
Disclosures About Capitalized Costs, Costs Incurred (Unaudited) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Extractive Industries [Abstract] | ||||||||
Disclosures About Capitalized Costs, Costs Incurred (Unaudited) | Note 19—Disclosures About Capitalized Costs, Costs Incurred (Unaudited) | |||||||
Capitalized costs related to oil and gas activities are as follows (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Company: | ||||||||
Unproved properties | $ | — | $ | — | ||||
Proved properties | 1,122 | 4,949 | ||||||
1,122 | 4,949 | |||||||
Accumulated depreciation and depletion | (824 | ) | (1,868 | ) | ||||
$ | 298 | $ | 3,081 | |||||
Company’s Share of Piceance Energy: | ||||||||
Unproved properties | $ | 15,872 | $ | 15,763 | ||||
Proved properties | 183,937 | 168,378 | ||||||
199,809 | 184,141 | |||||||
Accumulated depreciation and depletion | (49,666 | ) | (38,452 | ) | ||||
$ | 150,143 | $ | 145,689 | |||||
Costs incurred in oil and gas activities including costs associated with assets retirement obligations, are as follows (in thousands): | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Company: | ||||||||
Development costs incurred on proved undeveloped reserves | $ | — | $ | — | ||||
Development costs—other | 102 | 142 | ||||||
Total | $ | 102 | $ | 142 | ||||
Company’s Share of Piceance Energy: | ||||||||
Unproved properties acquisition costs | $ | — | $ | — | ||||
Development costs—other | 15,599 | 6,380 | ||||||
Total | $ | 15,599 | $ | 6,380 | ||||
For the years ended December 31, 2014 and 2013, neither we or Piceance incurred exploratory well costs so no amounts were capitalized or expensed during these respective periods. Accordingly, there were no suspended exploratory well costs at 2014 and 2013 that were being evaluated. | ||||||||
A summary of the results of operations for oil and gas producing activities, excluding general and administrative costs, is as follows: | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Company: | ||||||||
Revenue: | ||||||||
Oil and gas revenues | $ | 5,984 | $ | 7,739 | ||||
Expenses: | ||||||||
Production costs | 5,673 | 5,696 | ||||||
Depletion and amortization | 2,376 | 1,593 | ||||||
Exploration | — | — | ||||||
Abandoned and impaired properties | — | — | ||||||
Results of operations of oil and gas producing activities | $ | (2,065 | ) | $ | 450 | |||
Company’s share of Piceance Energy: | ||||||||
Revenue: | ||||||||
Oil and gas revenues | $ | 26,829 | $ | 20,364 | ||||
Expenses: | ||||||||
Production costs | 11,140 | 9,885 | ||||||
Depletion and amortization | 10,921 | 8,855 | ||||||
Results of operations of oil and gas producing activities | $ | 4,768 | $ | 1,624 | ||||
Total Company and Piceance Energy income from operations of oil and gas producing activities | $ | 2,703 | $ | 2,074 | ||||
Information_Regarding_Proved_O
Information Regarding Proved Oil and Gas Reserves (Unaudited) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Extractive Industries [Abstract] | ||||||||||||
Information Regarding Proved Oil and Gas Reserves (Unaudited) | Note 20—Information Regarding Proved Oil and Gas Reserves (Unaudited) | |||||||||||
There are numerous uncertainties inherent in estimating quantities of proved crude oil and natural gas reserves. Crude oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be precisely measured. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of crude oil and natural gas that are ultimately recovered. | ||||||||||||
Estimates of our oil and natural gas reserves and present values as of December 31, 2014 and 2013, were prepared by Netherland, Sewell & Associates, Inc., independent reserve engineers. | ||||||||||||
A summary of changes in estimated quantities of proved reserves for the years ended December 31, 2014 and 2013 is as follows: | ||||||||||||
Gas | Oil | NGLS | Total | |||||||||
(MMcf) | (MBbl) | (MBbl) | (MMcfe) (1) | |||||||||
Company: | ||||||||||||
Estimated Proved Reserves: Balance at January 1, 2013 | 446 | 286 | — | 2,163 | ||||||||
Revisions of quantity estimate | 460 | 16 | — | 557 | ||||||||
Extensions and discoveries | 9 | 3 | — | 25 | ||||||||
Production | (253 | ) | (69 | ) | — | (667 | ) | |||||
Estimated Proved Reserves: Balance at December 31, 2013(2) | 662 | 236 | — | 2,078 | ||||||||
Revisions of quantity estimate | 65 | (67 | ) | 21 | (211 | ) | ||||||
Extensions and discoveries | 8 | 1 | — | 14 | ||||||||
Production | (134 | ) | (93 | ) | (4 | ) | (716 | ) | ||||
Estimated Proved Reserves: Balance at December 31, 2014(3) | 601 | 77 | 17 | 1,165 | ||||||||
Company’s Share of Piceance Energy: | ||||||||||||
Estimated Proved Reserves: Balance at January 1, 2013 | 122,650 | 831 | 6,345 | 165,700 | ||||||||
Revisions of quantity estimate | 72,436 | 174 | 2,818 | 90,387 | ||||||||
Extensions and discoveries | 3,599 | (374 | ) | (1,334 | ) | (6,643 | ) | |||||
Production | (12,088 | ) | (47 | ) | (428 | ) | (14,935 | ) | ||||
Estimated Proved Reserves: Balance at December 31, 2013(2) | 186,597 | 584 | 7,401 | 234,509 | ||||||||
Revisions of quantity estimate | 8,876 | 34 | (1,689 | ) | (1,054 | ) | ||||||
Extensions and discoveries | 21,108 | 128 | 489 | 24,808 | ||||||||
Production | (4,831 | ) | (18 | ) | (125 | ) | (5,689 | ) | ||||
Estimated Proved Reserves: Balance at December 31, 2014(3) | 211,750 | 728 | 6,076 | 252,574 | ||||||||
Total Estimated Proved Reserves: Balance at December 31, 2014 | 212,351 | 805 | 6,093 | 253,739 | ||||||||
__________________________________________________ | ||||||||||||
(1) | MMcfe is based on a ratio of 6 Mcf to 1 barrel. | |||||||||||
(2) | During 2013, the Company's estimated proved reserves, inclusive of the Company's share of Piceance Energy's estimated proved reserves, increased by 68,724 MMcfe or approximately 41%. Revisions of quantity estimates related to our share of Piceance Energy's estimated proved reserves resulted in an increase of 90,387 MMcfe from the beginning of year reserves. These revisions are primarily associated with wells that became economic during 2013. | |||||||||||
(3) | During 2014, the Company's estimated proved reserves, inclusive of the Company's share of Piceance Energy's estimated proved reserves, increased by 17,152 MMcfe or approximately 7%. Extensions and discoveries related to our share of Piceance Energy's estimated proved reserves resulted in an increase of 24,808 MMcfe from the beginning of year reserves. These extensions and discoveries are primarily associated with successful completions by Piceance Energy. | |||||||||||
Gas | Oil | NGLS | Total | |||||||||
(MMcf) | (MBbl) | (MBbl) | (MMcfe) (1) | |||||||||
Proved developed reserves | ||||||||||||
December 31, 2013 | 662 | 236 | — | 2,078 | ||||||||
December 31, 2013-Company Share of Piceance Energy | 45,072 | 165 | 1,627 | 55,829 | ||||||||
Total December 31, 2013 | 45,734 | 401 | 1,627 | 57,907 | ||||||||
Proved undeveloped reserves | ||||||||||||
December 31, 2013 | — | — | — | — | ||||||||
December 31, 2013-Company Share of Piceance Energy | 141,525 | 419 | 5,774 | 178,680 | ||||||||
Total December 31, 2013 | 141,525 | 419 | 5,774 | 178,680 | ||||||||
Proved developed reserves | ||||||||||||
December 31, 2014 | 601 | 77 | 17 | 1,165 | ||||||||
December 31, 2014-Company Share of Piceance Energy | 48,855 | 195 | 1,226 | 57,381 | ||||||||
Total December 31, 2014 | 49,456 | 272 | 1,243 | 58,546 | ||||||||
Proved undeveloped reserves | ||||||||||||
December 31, 2014 | — | — | — | — | ||||||||
December 31, 2014-Company Share of Piceance Energy | 162,895 | 533 | 4,850 | 195,193 | ||||||||
Total December 31, 2014 | 162,895 | 533 | 4,850 | 195,193 | ||||||||
__________________________________________________ | ||||||||||||
(1) | MMcfe is based on a ratio of 6 Mcf to 1 barrel. | |||||||||||
CIG | WTI | |||||||||||
per MMbtu | per Bbl | |||||||||||
Base pricing, before adjustments for contractual | ||||||||||||
differentials (Company and Piceance): (1) | ||||||||||||
December 31, 2013 | $ | 3.53 | $ | 96.91 | ||||||||
December 31, 2014 | $ | 4.36 | $ | 94.99 | ||||||||
__________________________________________________ | ||||||||||||
(1) | Proved reserves are required to be calculated based on the 12-month, first day of the month historical average price in accordance with SEC rules. The prices shown above are base index prices to which adjustments are made for contractual deducts and other factors. | |||||||||||
Future net cash flows presented below are computed using applicable prices (as summarized above) and costs and are net of all overriding royalty revenue interests. | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Company: | ||||||||||||
Future net cash flows | $ | 10,452 | $ | 26,861 | ||||||||
Future costs: | ||||||||||||
Production | 7,760 | 21,999 | ||||||||||
Development and abandonment | 37 | 319 | ||||||||||
Income taxes (1) | — | — | ||||||||||
Future net cash flows | 2,655 | 4,543 | ||||||||||
10% discount factor | (889 | ) | (1,006 | ) | ||||||||
Standardized measure of discounted future net cash | $ | 1,766 | $ | 3,537 | ||||||||
flows | ||||||||||||
Company’s Share of Piceance Energy: | ||||||||||||
Future net cash flows | $ | 1,268,704 | $ | 984,205 | ||||||||
Future costs: | ||||||||||||
Production | 539,796 | 430,506 | ||||||||||
Development and abandonment | 236,027 | 234,905 | ||||||||||
Income taxes (1) | — | — | ||||||||||
Future net cash flows | 492,881 | 318,794 | ||||||||||
10% discount factor | (322,282 | ) | (229,469 | ) | ||||||||
Standardized measure of discounted future net | $ | 170,599 | $ | 89,325 | ||||||||
cash flows | ||||||||||||
Total Company and Company share of equity | $ | 172,365 | $ | 92,862 | ||||||||
investee in the standardized measure of | ||||||||||||
discounted future net revenues | ||||||||||||
________________________________________________ | ||||||||||||
(1) No income tax provision is included in the standardized measure calculation shown above as we do not project to be taxable or pay cash income taxes based on its available tax assets and additional tax assets generated in the development of its reserves because the tax basis of its oil and gas properties and NOL carryforwards exceeds the amount of discounted future net earnings. | ||||||||||||
The principal sources of changes in the standardized measure of discounted net cash flows for the years ended December 31, 2014 and 2013 are as follows (in thousands): | ||||||||||||
Year Ended December 31, 2014 | ||||||||||||
Company | Company Share | Total | ||||||||||
of Piceance | ||||||||||||
Energy | ||||||||||||
Beginning of the year | ||||||||||||
Beginning of the period | $ | 3,537 | $ | 89,325 | $ | 92,862 | ||||||
Sales of oil and gas production during the period, net of | (1,288 | ) | (3,763 | ) | (5,051 | ) | ||||||
production costs | ||||||||||||
Net change in prices and production costs | (31 | ) | 35,837 | 35,806 | ||||||||
Changes in estimated future development costs | 118 | (6,292 | ) | (6,174 | ) | |||||||
Extensions, discoveries and improved recovery | 85 | 4,914 | 4,999 | |||||||||
Revisions of previous quantity estimates, estimated timing of | (1,111 | ) | 27,632 | 26,521 | ||||||||
development and other | ||||||||||||
Previously estimated development and abandonment costs | 102 | 14,013 | 14,115 | |||||||||
incurred during the period | ||||||||||||
Other | — | — | — | |||||||||
Accretion of discount | 354 | 8,933 | 9,287 | |||||||||
End of period | $ | 1,766 | $ | 170,599 | $ | 172,365 | ||||||
Year Ended December 31, 2013 | ||||||||||||
Company | Company Share | Total | ||||||||||
of Piceance | ||||||||||||
Energy | ||||||||||||
Beginning of the year | ||||||||||||
Beginning of the period | $ | 8,010 | $ | 71,959 | $ | 79,969 | ||||||
Sales of oil and gas production during the period, net of | (2,044 | ) | (10,478 | ) | (12,522 | ) | ||||||
production costs | ||||||||||||
Net change in prices and production costs | (3,833 | ) | (2,588 | ) | (6,421 | ) | ||||||
Changes in estimated future development costs | — | 8,831 | 8,831 | |||||||||
Extensions, discoveries and improved recovery | 147 | 15,471 | 15,618 | |||||||||
Revisions of previous quantity estimates, estimated timing of | 395 | (4,948 | ) | (4,553 | ) | |||||||
development and other | ||||||||||||
Previously estimated development and abandonment costs | — | 3,142 | 3,142 | |||||||||
incurred during the period | ||||||||||||
Other | 61 | 740 | 801 | |||||||||
Accretion of discount | 801 | 7,196 | 7,997 | |||||||||
End of period | $ | 3,537 | $ | 89,325 | $ | 92,862 | ||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
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 Petroleum Corporation and its subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. | ||
Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation. | ||
Use Of Estimates | Use of Estimates | |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. Significant estimates include the fair value of assets and liabilities, natural gas and oil reserves, income taxes and the valuation allowances related to deferred tax assets, derivatives, asset retirement obligations, and contingencies and litigation accruals. | ||
Cash And Cash Equivalents | Cash and Cash Equivalents | |
Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. | ||
Restricted Cash | Restricted Cash | |
Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to bankruptcy matters and cash held at commercial banks to support letter of credit facilities. | ||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | |
We establish provisions for losses on trade receivables if it becomes probable we will not collect all or part of the outstanding balances. We review collectibility and establish or adjust our allowance as necessary using the specific identification method. | ||
Inventories | Inventories | |
Commodity inventories are stated at the lower of cost or market value using the first-in, first-out accounting method. We value merchandise along with spare parts, materials and supplies at average cost. | ||
Our refining, distribution, and marketing segment acquires substantially all of its crude oil from Barclays Bank PLC (“Barclays”) under supply and exchange agreements as described in Note 9—Supply and Exchange Agreements. The crude oil remains in the legal title of Barclays 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, Barclays takes title to the refined products stored in our storage tanks until sold to our retail locations or to third parties. We record the inventory owned by Barclays on our behalf as inventory with a corresponding accrued liability on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties. | ||
Investment in Piceance Energy, LLC | Investment in Piceance Energy, LLC | |
We account for our Investment in Piceance Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies. Our proportionate share of net income (loss) of this entity is included in Equity earnings (losses) from Piceance Energy, LLC in the consolidated statements of operations. The investment is reviewed for impairment when events or changes in circumstances indicate that there has been an other than temporary decline in the value of the investment. | ||
Property Plant And Equipment | Property, Plant and Equipment | |
We capitalize the cost of additions, major improvements and modifications to property, plant, and equipment. The cost of repairs and normal maintenance of property, plant, and equipment is expensed as incurred. Major improvements and modifications of property, plant, and equipment are those expenditures that either extend the useful life, increase the capacity or improve the operating efficiency of the asset, or improve the safety of our operations. We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: | ||
Assets | Lives in Years | |
Refining | 8 to 47 | |
Logistics | 3 to 30 | |
Retail | 14 to 18 | |
Corporate | 3 to 7 | |
Software | 3 | |
We record property under capital leases at the lower of the present value of minimum lease payments using our incremental borrowing rate or the fair value of the leased property at the date of lease inception. We depreciate leasehold improvements and property acquired under capital leases over the shorter of the lease term or the economic life of the asset. | ||
We review property, plant, and equipment and other long-lived assets whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value. If this occurs, an impairment loss is recognized for the difference between the fair value and carrying value. Factors that indicate potential impairment include: a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset and a significant change in the asset’s physical condition or use. | ||
Natural Gas and Oil Properties | Natural Gas and Oil Properties | |
We account for our natural gas and oil exploration and development activities using the successful efforts method of accounting. Under such method, costs of productive exploratory wells, development dry holes, and productive wells and undeveloped leases are capitalized. Natural gas and oil lease acquisition costs are also capitalized. Exploration costs, including personnel costs, certain geological or geophysical expenses, and delay rentals for natural gas and oil leases, are charged to expense as incurred. Exploratory drilling costs are initially capitalized, then evaluated quarterly and charged to expense if and when the well is determined not to have found reserves in commercial quantities. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production amortization rate. A gain or loss is recognized for all other sales of producing properties. | ||
Unproved properties are assessed quarterly on a property-by-property basis and any impairment in value is charged to expense. If the unproved properties are determined to be productive, the related costs are transferred to proved oil and natural gas properties and are depleted. Proceeds from sales of partial interests in unproved leases are accounted for as a recovery of cost without recognizing any gain or loss until all costs have been recovered. | ||
Depreciation, depletion, and amortization ("DD&A") of capitalized acquisition, exploration, and development costs is computed using the units-of-production method by individual fields (common reservoirs) using proved producing natural gas and oil reserves as the related reserves are produced. Associated leasehold costs are depleted using the unit-of-production method based on total proved natural gas and oil reserves as the related reserves are produced. | ||
Our natural gas and oil assets are reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. | ||
Asset Retirement Obligations | Asset Retirement Obligations | |
We record asset retirement obligations (“AROs”) in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the liability. Our AROs arise from our refining, distribution, and marketing business’ refinery and retail operations, as well as plugging and abandonment of wells within our natural gas and oil operations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. When the liability is initially recorded, we capitalize the cost by increasing the book value of the related long-lived tangible asset. The liability is accreted to its estimated settlement value with accretion expense recognized in DD&A on our consolidated statement of operations and the related capitalized cost is depreciated over the asset’s useful life. We recognize a gain or loss at settlement for any difference between the settlement amount and the recorded liability, which is recorded as a loss on asset disposals and impairments in our consolidated statements of operations. We estimate settlement dates by considering our past practice, industry practice, contractual terms, management’s intent and estimated economic lives. | ||
We cannot currently estimate the fair value for certain AROs primarily because we cannot estimate settlement dates (or range of dates) associated with these assets. These AROs include hazardous materials disposal (such as petroleum manufacturing by-products, chemical catalysts, and sealed insulation material containing asbestos), and removal or dismantlement requirements associated with the closure of our refining facility, terminal facilities, or pipelines, including the demolition or removal of certain major processing units, buildings, tanks, pipelines or other equipment. | ||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | |
Goodwill represents the amount the purchase price exceeds the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1. We assess the recoverability of the carrying value of goodwill during the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a two-step quantitative test is required. If required, we will review the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment indicator exists and an estimate of the impairment loss is calculated. | ||
Our intangible assets include relationships with suppliers and shippers, favorable railcar leases, trade names, and trademarks. These intangible assets will be 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 environmental expenses are recorded in operating expenses in our consolidated statements of operations. | ||
Derivatives and Other Financial Instruments | Derivatives and Other Financial instruments | |
We periodically enter into commodity price risk transactions to manage our exposure to natural gas and oil price volatility. These transactions may take the form of non-exchange traded fixed price forward contracts and exchange-traded futures contracts, collar agreements, swaps, or options. The purpose of the transactions is to provide a measure of stability to our cash flows in an environment of volatile commodity prices. | ||
Our commodity marketing and logistics segment enters into fixed-price forward purchase and sale contracts for crude oil. The contracts typically contain settlement provisions in the event of a failure of either party to fulfill its commitments under the contract. Our policy is to fulfill or accept the physical delivery of the product, even if shipment is delayed, and will not net settle. Should we not designate a contract as a normal purchase or normal sale, the contract would be accounted for at fair value on our consolidated balance sheets and marked to market each reporting period with changes in fair value being charged to earnings. As of December 31, 2014 and 2013, we have elected the normal purchase normal sale exemption for all outstanding contracts. As a result, we did not recognize the unrealized gains or losses related to these contracts in our consolidated financial statements. | ||
In addition, from time to time 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. Such instruments are initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. | ||
Please read Note 10—Debt and Note 11—Fair Value Measurements for information regarding our common stock warrants which are accounted for as liabilities. In addition, our former delayed draw term loan facility contained certain puts that were accounted for as embedded derivatives. | ||
Accrued Settlement Claims | Accrued Settlement Claims | |
We accrued an estimate of the settlement liability relating to claims resulting from our bankruptcy. Please read Note 12—Commitments and Contingencies for further information. | ||
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 and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard, and to the extent this threshold is not met, a valuation allowance is recorded. | ||
We recognize the impact of an uncertain tax position only if it is more likely than not of being sustained upon examination by the relevant taxing authority based on the technical merits of the position. As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2011, 2012, and 2013. However, since we have net operating loss carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried. Therefore, in a year in which a net operating loss deduction is claimed, the IRS may examine the year in which the net operating loss was generated and adjust it accordingly for purposes of assessing additional tax in the year the net operating loss deductions was claimed. Any penalties or interest as a result of an examination will be recorded in the period assessed. | ||
Stock Based Compensation | Stock Based Compensation | |
We recognize the cost of share-based payments over the period the employee provides service, generally the vesting period, and include such costs in General and administrative expense in the consolidated statements of operations. The fair value of equity instruments issued to employees is measured on the grant date and recognized over the service period on a straight-line basis. | ||
Revenue Recognition | Revenue Recognition | |
We recognize revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Revenue that does not meet these criteria is deferred until the criteria are met. | ||
Certain transactions include sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another and are recorded on a net basis and included in Cost of revenues on our consolidated statements of operations. | ||
Refining, Distribution and Marketing. We recognize revenues upon delivery of goods or services to a customer. For goods, this is the point at which title and risk of loss is transferred and when payment has either been received or collection is reasonably assured. Revenues for services are recorded when the services have been provided. We include transportation fees charged to customers in Revenues in our consolidated statements of operations, while the related transportation costs are included in Cost of revenues. | ||
Federal excise and state motor fuel taxes, which are collected from customers and remitted to governmental agencies within our refining, marketing, and distribution segment are excluded from both Revenues and Cost of revenues in our consolidated statements of operations. | ||
Natural Gas and Oil. Revenues are recognized when title to the products transfers to the purchaser. We follow the “sales method” of accounting for our natural gas and oil revenue and recognize sales revenue on all natural gas or oil sold to our purchasers, regardless of whether the sales are proportionate to our ownership in the property. A liability is recognized only to the extent that we have an imbalance on a specific property greater than the expected remaining proved reserves. As of December 31, 2014 and 2013, our aggregate natural gas and oil imbalances were not material to our consolidated financial statements. | ||
Commodity Marketing and Logistics. We earn revenues from the sale and transportation of oil and the rental of railcars. Accordingly, revenues and related costs from sales of oil are recorded when title transfers to the buyer. Transportation revenues are recognized when title passes to the customer, which is when risk of ownership transfers to the purchaser, and physical delivery occurs. Revenues from the rental of railcars are recognized ratably over the lease periods. | ||
Other Post-retirement Benefits - Medical | Other Post-retirement Benefits - Medical | |
We recognize an asset for the overfunded status or a liability for the underfunded status of its post-retirement benefit plan. The funded status is recorded within Other long-term liabilities. Changes in the plan's funded status are recognized in Other comprehensive loss in the period the change occurs. | ||
Fair Value Measurements | Fair Value Measurements | |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are categorized with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority given to unobservable inputs. The three levels of the fair value hierarchy are as follows: | ||
Level 1 – | Assets or liabilities for which the item is valued based on quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
Level 2 – | Assets or liabilities valued based on observable market data for similar instruments. | |
Level 3 – | Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed, and considers risk premiums that a market participant would require. | |
The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our policy is to recognize transfers in and/or out of fair value hierarchy as of the end of the reporting period for which the event or change in circumstances caused the transfer. We have consistently applied these valuation techniques for the periods presented. We use data from peers as well as external sources in the determination of the volatility and risk free rates used in our fair value calculations. A sensitivity analysis is performed as well to determine the impact of inputs on the ending fair value estimate. | ||
Loss Per Share | Loss Per Share | |
Basic loss per share (“EPS”) is computed by dividing net loss by the sum of the weighted average number of common shares outstanding and the weighted average number of shares issuable under the warrants. Please read Note 15—Loss Per Share for further information. The warrants are included in the calculation of basic EPS because they are issuable for minimal consideration. Non-vested restricted stock is excluded from the computation of basic EPS as these shares are not considered earned until vesting occurs. | ||
Foreign Currency Transactions | Foreign Currency Transactions | |
We may, on occasion, enter into transactions denominated in currencies other than the U. S. dollar, 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 Note Yet Adopted | Accounting Principles Not Yet Adopted | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). The FASB’s objective was to provide a more robust framework to improve comparability of revenue recognition practices across entities by removing most industry and transaction specific guidance, align GAAP with International Financial Reporting Standards, and provide more useful information to financial statement users. This authoritative guidance changes the way entities recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. ASU No. 2014-09 is effective for interim and annual periods beginning after December 15, 2016 and early adoption is not permitted. We are in the process of determining the impact this guidance will have on our financial condition, results of operations and cash flows. | ||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2016 and early adoption is permitted. We do not expect the adoption of ASU 2014-15 to have a material impact on our financial condition, results of operations and cash flows. | ||
In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 changes the consolidation analysis required under U.S.generally accepted accounting principles. ASU 2015-02 eliminates the presumption that a general partner should consolidate a limited partnership and modifies the evaluation of whether limited partnerships are Variable Interest Entities ("VIEs") or voting interest entities. Under the amended guidance, limited partners would be required to consolidate a partnership if the limited partner retains certain powers and obligations. The amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods beginning after December 15, 2017. Early adoption is permitted, but the guidance must be applied as of the beginning of the annual period containing the adoption date. We are in the process of determining the impact this guidance will have on our financial condition, results of operations and cash flows. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Property Plant And Equipment Estimated Useful Life | We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: | |
Assets | Lives in Years | |
Refining | 8 to 47 | |
Logistics | 3 to 30 | |
Retail | 14 to 18 | |
Corporate | 3 to 7 | |
Software | 3 |
Equity_Method_Investments_Disc1
Equity Method Investments Disclosure (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Equity Method Investments and Joint Ventures [Abstract] | ||||||||
Equity Method Investments | The change in our equity investment in Piceance Energy is as follows (in thousands): | |||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Beginning balance | $ | 101,796 | $ | 104,434 | ||||
Equity earnings (loss) from Piceance Energy | 2,278 | (3,516 | ) | |||||
Accretion of basis difference | 571 | 575 | ||||||
Investments | 12 | 303 | ||||||
Ending balance | $ | 104,657 | $ | 101,796 | ||||
Equity Method Investees Financial Information | Summarized financial information for Piceance Energy is as follows (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Current assets | $ | 13,168 | $ | 5,901 | ||||
Non-current assets | 468,379 | 454,402 | ||||||
Current liabilities | 17,103 | 13,040 | ||||||
Non-current liabilities | 107,087 | 96,738 | ||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
100% | 100% | |||||||
Natural gas and oil revenues | $ | 80,471 | $ | 61,091 | ||||
Income (loss) from operations | 3,768 | (6,765 | ) | |||||
Net income (loss) | 6,831 | (10,546 | ) | |||||
Business_Combination_Disclosur1
Business Combination Disclosure (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Business Combinations [Abstract] | ||||
Schedule Of Purchase Price Allocation Preliminary Estimated Fair Value Of The Assets Acquired And Liabilities Assumed | A summary of the final estimated fair value of the assets acquired and liabilities assumed is as follows (in thousands): | |||
Inventory | $ | 418,750 | ||
Trade accounts receivable | 59,553 | |||
Prepaid and other current assets | 2,497 | |||
Property, plant and equipment | 59,670 | |||
Land | 39,800 | |||
Goodwill | 13,796 | |||
Intangible assets | 4,596 | |||
Accounts payable and other current liabilities | (18,542 | ) | ||
Contingent consideration liability | (11,980 | ) | ||
Other non-current liabilities | (7,561 | ) | ||
Total | $ | 560,579 | ||
Business Acquisition, Pro Forma Information | The unaudited pro forma financial information for the year ended December 31, 2013 presented below assumes that the HIE acquisitions occurred as of January 1, 2013 (in thousands): | |||
Revenues | $ | 2,987 | ||
Net income | $ | (122 | ) |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Inventory Disclosure [Abstract] | ||||||||||||
Schedule of Inventory, Current | Inventories at December 31, 2014 and 2013 consist of the following (in thousands): | |||||||||||
December 31, 2014 | ||||||||||||
Titled Inventory | Supply and Exchange Agreements | Total | ||||||||||
Crude oil and feedstocks | $ | — | $ | 62,594 | $ | 62,594 | ||||||
Refined products and blend stock | 47,922 | 118,375 | 166,297 | |||||||||
Warehouse stock and other | 14,962 | — | 14,962 | |||||||||
Total | $ | 62,884 | $ | 180,969 | $ | 243,853 | ||||||
December 31, 2013 | ||||||||||||
Titled Inventory | Supply and Exchange Agreements | Total | ||||||||||
Crude oil and feedstocks | $ | — | $ | 137,706 | $ | 137,706 | ||||||
Refined products and blend stock | 67,532 | 161,554 | 229,086 | |||||||||
Warehouse stock and other | 13,831 | — | 13,831 | |||||||||
Total | $ | 81,363 | $ | 299,260 | $ | 380,623 | ||||||
Property_Plant_and_Equipment_D1
Property, Plant and Equipment Disclosure (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | Major classes of property, plant and equipment consist of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Land | $ | 39,800 | $ | 39,800 | ||||
Buildings and equipment | 81,488 | 65,878 | ||||||
Other | 2,035 | 1,945 | ||||||
Total property, plant and equipment | 123,323 | 107,623 | ||||||
Proved oil and gas properties | 1,122 | 4,949 | ||||||
Less accumulated depreciation, depletion and amortization | (11,510 | ) | (3,968 | ) | ||||
Property, plant and equipment, net | $ | 112,935 | $ | 108,604 | ||||
Asset_Retirement_Obligation_Di
Asset Retirement Obligation Disclosure (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Asset Retirement Obligation Disclosure [Abstract] | ||||||||
Schedule of Change in Asset Retirement Obligation | The table below summarizes the changes in our asset retirement obligations (in thousands): | |||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Asset retirement obligation – beginning of period | $ | 3,172 | $ | 512 | ||||
Obligation acquired | — | 2,601 | ||||||
Accretion expense | 239 | 59 | ||||||
Change in estimate | (831 | ) | — | |||||
Asset retirement obligation – end of period | $ | 2,580 | $ | 3,172 | ||||
Intangible_assets_Tables
Intangible assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Intangible assets: | ||||||||
Supplier relationships | $ | 3,360 | $ | 3,360 | ||||
Railcar leases | 3,249 | 3,249 | ||||||
Historical shipper status | 2,200 | 2,200 | ||||||
Trade names and trademarks | 4,689 | 4,689 | ||||||
Total intangible assets | $ | 13,498 | $ | 13,498 | ||||
Accumulated amortization: | ||||||||
Supplier relationships | $ | (516 | ) | $ | (258 | ) | ||
Railcar leases | (1,301 | ) | (650 | ) | ||||
Historical shipper status | (2,200 | ) | (1,100 | ) | ||||
Trade name and trademarks | (1,975 | ) | (320 | ) | ||||
Total accumulated amortization | $ | (5,992 | ) | $ | (2,328 | ) | ||
Net: | ||||||||
Supplier relationships | $ | 2,844 | $ | 3,102 | ||||
Railcar leases | 1,948 | 2,599 | ||||||
Historical shipper status | — | 1,100 | ||||||
Trade name and trademarks | 2,714 | 4,369 | ||||||
Total intangible assets, net | $ | 7,506 | $ | 11,170 | ||||
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 | |||||||
2015 | $ | 2,518 | ||||||
2016 | 2,012 | |||||||
2017 | 908 | |||||||
2018 | 258 | |||||||
2019 | 258 | |||||||
Thereafter | 1,552 | |||||||
$ | 7,506 | |||||||
Schedule of Goodwill | During the year ended December 31, 2014, the changes in the carrying amount of goodwill were as follows (in thousands): | |||||||
Balance at beginning of period | $ | 20,603 | ||||||
HIE acquisition purchase price allocation adjustments (1) | 183 | |||||||
Balance at end of period | $ | 20,786 | ||||||
________________________________________________________ | ||||||||
(1) Please read Note 4—Acquisitions for further discussion of these adjustments. |
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Schedule of Debt | Our debt is as follows (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Term Loan | $ | 87,360 | $ | 19,480 | ||||||||
ABL Facility | — | 51,800 | ||||||||||
Retail Credit Agreement | 22,750 | 26,000 | ||||||||||
Texadian Uncommitted Credit Agreement | 26,500 | — | ||||||||||
Total debt, net of unamortized debt discount | 136,610 | 97,280 | ||||||||||
Less current maturities | (29,100 | ) | (3,250 | ) | ||||||||
Long-term debt, net of current maturities and unamortized discount | $ | 107,510 | $ | 94,030 | ||||||||
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 | Amount Due | |||||||||||
2015 | $ | 29,100 | ||||||||||
2016 | 39,371 | |||||||||||
2017 | 2,600 | |||||||||||
2018 | 53,189 | |||||||||||
2019 | 2,600 | |||||||||||
Thereafter | 9,750 | |||||||||||
$ | 136,610 | |||||||||||
Schedule Of Applicable Margin For Debt Instrument | The Applicable Margin for each fiscal quarter is the applicable rate per annum set forth below, such amount to be determined as of the last day of the immediately preceding fiscal quarter. | |||||||||||
Level | Leverage Ratio | Applicable Margin for | Applicable Margin for Base | |||||||||
LIBOR Loans | Rate Loans | |||||||||||
1 | <4.00x | 2 | % | — | % | |||||||
2 | 4.00x-5.00x | 2.25 | % | 0.25 | % | |||||||
3 | >5.00x | 2.5 | % | 0.5 | % | |||||||
Schedule Of Revolver Applicable Margin for Debt Instrument | The Retail Revolver Applicable Margin and the Unused Fee, for each quarter is determined, on the last date of the immediately preceding fiscal quarter: | |||||||||||
Revolver | Revolver | |||||||||||
Applicable Margin for | Applicable Margin for | |||||||||||
Level | Leverage Ratio | Unused Fee | LIBOR Loans | Base Rate Loans | ||||||||
1 | <4.00x | 0.25 | % | 1.75 | % | -0.25 | % | |||||
2 | 4.00x-5.00x | 0.375 | % | 2 | % | — | % | |||||
3 | >5.00x | 0.5 | % | 2.25 | % | 0.25 | % |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurements, Nonrecurring | The final fair values of the assets acquired and liabilities assumed as a result of the HIE acquisition were estimated as of the date of the acquisition and finalized during the quarter ended September 30, 2014 using valuation techniques described in notes (a) through (g) described below. | |||||||||||||||
Valuation | ||||||||||||||||
Fair Value | Technique | |||||||||||||||
(in thousands) | ||||||||||||||||
Net working capital | $ | 462,258 | (a) | |||||||||||||
Property, plant and equipment | 59,670 | (b) | ||||||||||||||
Land | 39,800 | (c) | ||||||||||||||
Goodwill | 13,796 | (d) | ||||||||||||||
Intangible assets | 4,596 | (e) | ||||||||||||||
Contingent consideration liability | (11,980 | ) | (f) | |||||||||||||
Other non-current liabilities | (7,561 | ) | (g) | |||||||||||||
Total | $ | 560,579 | ||||||||||||||
(a) | Current assets acquired and liabilities assumed were recorded at their net realizable value. | |||||||||||||||
(b) | The fair value of the property, plant, and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and external obsolescence. We consider this to be a Level 3 fair value measurement. | |||||||||||||||
(c) | The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement. | |||||||||||||||
(d) | The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. | |||||||||||||||
(e) | The fair value of the trade names and trademarks was estimated using a form of the income approach, the Relief from Royalty Method. Significant inputs used in this model include estimated revenue attributable to the trade names and trademarks and a royalty rate. An increase in the estimated revenue or royalty rate would result in an increase in the value attributable to the trade names and trademarks. We consider this to be a Level 3 fair value measurement. | |||||||||||||||
(f) | The fair value of the liability for contingent consideration was estimated using Monte Carlo simulation. Significant inputs used in the model include estimated future gross margin, annual gross margin volatility and a present value factor. An increase in estimated future gross margin, volatility or the present value factor would result in an increase in the liability. We consider this to be a Level 3 fair value measurement. | |||||||||||||||
(g) | Other non-current assets and liabilities are recorded at their estimated net present value. | |||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Significant inputs used in the Monte Carlo simulation analysis include: | |||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Stock price | $16.25 | $22.30 | ||||||||||||||
Weighted average exercise price | $0.10 | $0.10 | ||||||||||||||
Term (years) | 7.67 | 8.67 | ||||||||||||||
Risk-free rate | 2.01% | 2.78% | ||||||||||||||
Expected volatility | 50.20% | 52.90% | ||||||||||||||
Fair Value, Assets Measured on Recurring Basis | Our assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 and their level within the fair value hierarchy is as follows (in thousands): | |||||||||||||||
December 31, 2014 | ||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
Common stock warrants | $ | (12,123 | ) | $ | — | $ | — | $ | (12,123 | ) | ||||||
Contingent consideration liability | (9,131 | ) | — | — | (9,131 | ) | ||||||||||
Derivatives - exchange traded futures | 1,015 | 1,015 | — | — | ||||||||||||
December 31, 2013 | ||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
Common stock warrants | $ | (17,336 | ) | $ | — | $ | — | $ | (17,336 | ) | ||||||
Contingent consideration liability | (11,980 | ) | — | — | (11,980 | ) | ||||||||||
Our assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 and their placement within our consolidated balance sheet consist of the following (in thousands): | ||||||||||||||||
December 31, | ||||||||||||||||
Balance Sheet Location | 2014 | 2013 | ||||||||||||||
Asset (Liability) | ||||||||||||||||
Common stock warrants | Common stock warrants | $ | (12,123 | ) | $ | (17,336 | ) | |||||||||
Contingent consideration liability | Contingent consideration liability | (9,131 | ) | (11,980 | ) | |||||||||||
Exchange-traded futures | Prepaid and other current assets | 1,015 | — | |||||||||||||
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The following table summarizes the pre-tax gain (loss) recognized in our consolidated statement 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 | 2014 | 2013 | ||||||||||||||
Common stock warrants | Change in value of common stock warrants | $ | 4,433 | $ | (10,159 | ) | ||||||||||
Contingent consideration liability | Change in value of contingent consideration | 2,849 | — | |||||||||||||
Debt repayment derivative | Interest expense and financing costs, net | — | 45 | |||||||||||||
Derivatives - exchange traded futures | Cost of revenues | 8,228 | 104 | |||||||||||||
Commodities - physical forward contracts | Cost of revenues | — | 306 | |||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | 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, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Balance, at beginning of period | $ | (29,316 | ) | $ | (10,945 | ) | ||||||||||
Settlements | 780 | 3,723 | ||||||||||||||
Acquired | — | (11,980 | ) | |||||||||||||
Total unrealized income (loss) included in earnings | 7,282 | (10,114 | ) | |||||||||||||
Balance, at end of period | $ | (21,254 | ) | $ | (29,316 | ) | ||||||||||
Fair Value and Carrying Value Liabilities Measured On Recurring Basis | The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2014 and 2013 is as follows (in thousands): | |||||||||||||||
31-Dec-14 | ||||||||||||||||
Carrying Value | Fair Value (1) | |||||||||||||||
Term Loan | $ | 87,360 | $ | 87,068 | ||||||||||||
ABL Facility (2) | — | — | ||||||||||||||
HIE Retail Credit Agreement (2) | 22,750 | 22,750 | ||||||||||||||
Texadian Uncommitted Credit Agreement | 26,500 | 26,500 | ||||||||||||||
Common stock warrants | 12,123 | 12,123 | ||||||||||||||
Contingent consideration liability | 9,131 | 9,131 | ||||||||||||||
31-Dec-13 | ||||||||||||||||
Carrying Value | Fair Value (1) | |||||||||||||||
Term Loan | $ | 19,480 | 18,800 | |||||||||||||
ABL Facility (2) | 51,800 | 51,800 | ||||||||||||||
HIE Retail Credit Agreement (2) | 26,000 | 26,000 | ||||||||||||||
Common stock warrants | 17,336 | 17,336 | ||||||||||||||
Contingent consideration liability | 11,980 | 11,980 | ||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||
Schedule Of Reorganization Distributions To Satisfy Allowed Claims | A summary of claims is as follows (in thousands, except number of filed claims): | ||||||||||||||||||||
For The Year Ended December 31, 2014 | |||||||||||||||||||||
Remaining Filed | |||||||||||||||||||||
Settled Claims | Claims | ||||||||||||||||||||
Consideration | |||||||||||||||||||||
Count | Amount | Cash | Stock | Count | Amount | ||||||||||||||||
U.S. Government Claims | — | $ | — | $ | — | — | 2 | $ | 22,364 | ||||||||||||
Other Various Claims | 1 | 3,702 | — | 146 | 25 | 4,158 | |||||||||||||||
Total | 1 | $ | 3,702 | $ | — | 146 | 27 | $ | 26,522 | ||||||||||||
For The Year Ended December 31, 2013 | |||||||||||||||||||||
Remaining Filed | |||||||||||||||||||||
Settled Claims | Claims | ||||||||||||||||||||
Consideration | |||||||||||||||||||||
Count | Amount | Cash | Stock | Count | Amount | ||||||||||||||||
U.S. Government Claims | 1 | $ | — | $ | — | — | 2 | $ | 22,364 | ||||||||||||
Former Employee Claims | 19 | 12,695 | 340 | 162 | — | — | |||||||||||||||
Macquarie Capital (USA) Inc. | 1 | 8,672 | 2,500 | — | — | — | |||||||||||||||
Swann and Buzzard Creek Royalty Trust | 1 | 3,200 | 2,000 | — | — | — | |||||||||||||||
Other Various Claims (1) | 37 | 2,339 | 543 | 47 | 26 | 17,860 | |||||||||||||||
Total | 59 | $ | 26,906 | $ | 5,383 | 209 | 28 | $ | 40,224 | ||||||||||||
_____________________________ | |||||||||||||||||||||
(1) | Includes reserve for contingent/unliquidated claims in the amount of $10 million. | ||||||||||||||||||||
Schedule of Future Minimum Lease Payments for Capital Leases | Minimum annual lease payments including interest, for capital leases are as follows (in thousands): | ||||||||||||||||||||
2015 | $ | 382 | |||||||||||||||||||
2016 | 382 | ||||||||||||||||||||
2017 | 382 | ||||||||||||||||||||
2018 | 420 | ||||||||||||||||||||
2019 | 420 | ||||||||||||||||||||
Thereafter | — | ||||||||||||||||||||
Total minimum lease payments | 1,986 | ||||||||||||||||||||
Less amount representing interest | 460 | ||||||||||||||||||||
Total minimum rental payments | $ | 1,526 | |||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum annual lease payments extending to 2044 for operating leases to which we are legally obligated and having initial or remaining non-cancellable lease terms in excess of one year are as follows (in thousands): | ||||||||||||||||||||
2015 | $ | 28,944 | |||||||||||||||||||
2016 | 13,263 | ||||||||||||||||||||
2017 | 11,224 | ||||||||||||||||||||
2018 | 9,902 | ||||||||||||||||||||
2019 | 7,954 | ||||||||||||||||||||
Thereafter | 18,194 | ||||||||||||||||||||
Total minimum rental payments | $ | 89,481 | |||||||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Equity [Abstract] | ||||||||||||||
Schedule Of Equity Incentive Plan Disclosures | These awards primarily vest ratably over five years. For the year ended December 31, 2014, the following activity occurred under our Incentive Plan (in thousands, except per share amounts), which includes the restricted common stock issued under the Stock Purchase Plan discussed below: | |||||||||||||
Shares | Weighted- | |||||||||||||
Average | ||||||||||||||
Grant Date Fair | ||||||||||||||
Value | ||||||||||||||
Non vested balance, beginning of period | 524 | $ | 16.29 | |||||||||||
Granted | 239 | 18.49 | ||||||||||||
Vested | (196 | ) | 15.04 | |||||||||||
Forfeited | — | |||||||||||||
Non vested balance, end of period | 567 | $ | 17.65 | |||||||||||
Available for grant | 852 | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | For the year ended December 31, 2014, the following stock option activity occurred (options in thousands): | |||||||||||||
Number of Options | Weighted-Average | Weighted-Average | Aggregate | |||||||||||
Exercise | Remaining | Intrinsic | ||||||||||||
Price | Contractual | Value | ||||||||||||
Term in Years | ||||||||||||||
Outstanding, beginning of year | — | $ | — | — | $ | — | ||||||||
Issued | 401 | 16.18 | ||||||||||||
Exercised | — | — | ||||||||||||
Forfeited / canceled | — | — | ||||||||||||
Outstanding, end of year | 401 | $ | 16.18 | 5.5 | $ | — | ||||||||
Vested, end of year | — | $ | — | |||||||||||
Exercisable, end of year | — | $ | — | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | Our weighted-average assumptions used to measure stock options granted during 2014 are presented below: | |||||||||||||
2014 | ||||||||||||||
Expected life from date of grant (years) | 5 | |||||||||||||
Expected volatility | 35 | % | ||||||||||||
Expected dividend yield | — | % | ||||||||||||
Risk-free interest rate | 1.76 | % |
Benefit_Plans_Tables
Benefit Plans (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||
Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets | The changes in the benefit obligation of our post-retirement medical plan as of and for the years ended December 31, 2014, and 2013 were as follows (in thousands): | |||||||
2014 | 2013 | |||||||
Benefit obligation at the beginning of year | $ | 4,505 | $ | — | ||||
Acquisition of HIE | — | 4,385 | ||||||
Service cost | 260 | 69 | ||||||
Interest cost | 194 | 52 | ||||||
Plan amendments | 48 | — | ||||||
Actuarial loss (gain) | 407 | (1 | ) | |||||
Projected benefit obligation at end of year | $ | 5,414 | $ | 4,505 | ||||
Schedule of Expected Benefit Payments | Estimated future benefit payments, which reflect expected future services, that we expect to pay for our post-retirement medical plan are as follows (in thousands): | |||||||
2015 | $ | 14 | ||||||
2016 | 37 | |||||||
2017 | 74 | |||||||
2018 | 123 | |||||||
2019 | 195 | |||||||
2020–2024 | 2,359 | |||||||
Schedule of Net Periodic Benefit Cost Not yet Recognized | The components of the net periodic benefit cost for the years ended December 31, 2014, and 2013 were as follows (in thousands): | |||||||
2014 | 2013 | |||||||
Service cost | $ | 260 | $ | 69 | ||||
Interest cost | 194 | 52 | ||||||
Amortization of prior service cost | 9 | — | ||||||
Net periodic benefit cost | $ | 463 | $ | 121 | ||||
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | The pre-tax amounts in accumulated other comprehensive loss as of December 31, 2014 and 2013 that have not yet been recognized as components of net periodic costs were as follows (in thousands): | |||||||
2014 | 2013 | |||||||
Prior service cost (credit) | $ | 39 | $ | — | ||||
Net actuarial loss (gain) | 407 | (1 | ) | |||||
Total | $ | 446 | $ | (1 | ) | |||
Loss_Per_Share_Tables
Loss Per Share (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
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 earnings per share (in thousands, except per share amounts): | |||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Net loss attributable to common stockholders | $ | (47,041 | ) | $ | (79,173 | ) | ||
Basic weighted-average common stock outstanding | 32,739 | 19,740 | ||||||
Add dilutive effects of common stock equivalents (1) | — | — | ||||||
Diluted weighted-average common stock outstanding | 32,739 | 19,740 | ||||||
Basic loss per common share (1) | $ | (1.44 | ) | $ | (4.01 | ) | ||
Diluted loss per common share (1) | $ | (1.44 | ) | $ | (4.01 | ) | ||
________________________________________________________ | ||||||||
(1) | Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per share. |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) consisted of the following: | |||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Current: | ||||||||
U.S.—Federal | $ | — | $ | — | ||||
U.S.—State | (264 | ) | (179 | ) | ||||
Foreign | (80 | ) | — | |||||
Deferred: | ||||||||
U.S.—Federal | (14 | ) | (14 | ) | ||||
U.S.—State | (177 | ) | 193 | |||||
Foreign | 80 | — | ||||||
Total | $ | (455 | ) | $ | — | |||
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense was different from the amounts computed by applying U.S. Federal income tax rate of 35% to pretax income as a result of the following: | |||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Federal statutory rate | 35 | % | 35 | % | ||||
State income taxes, net of federal benefit | 1.3 | % | (0.1 | )% | ||||
Change in valuation allowance | (38.8 | )% | (23.1 | )% | ||||
Permanent Items | 3.6 | % | (3.7 | )% | ||||
Provision to return adjustments | (0.1 | )% | (8.1 | )% | ||||
Actual income tax rate | 1 | % | — | % | ||||
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets (liabilities) are comprised of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
Net operating loss | $ | 528,782 | $ | 535,959 | ||||
State deferred tax assets | 7,885 | 8,418 | ||||||
Capital loss carry forwards | 26,141 | 26,141 | ||||||
Property and equipment | 34,312 | 34,683 | ||||||
Investment in Piceance Energy | 31,334 | 32,138 | ||||||
Other | 6,112 | 2,510 | ||||||
Total deferred tax assets | 634,566 | 639,849 | ||||||
Valuation allowance | (631,599 | ) | (637,464 | ) | ||||
Net deferred tax assets | $ | 2,967 | $ | 2,385 | ||||
Deferred tax liabilities: | ||||||||
Property and equipment | $ | — | $ | 5 | ||||
Texadian Energy intangibles | 1,677 | 2,380 | ||||||
Other | 1,272 | — | ||||||
State liabilities | 57 | 216 | ||||||
Total deferred tax liabilities | $ | 3,006 | $ | 2,601 | ||||
Total deferred tax liability, net | $ | (39 | ) | $ | (216 | ) |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
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, 2014 | Refining, Distribution and Marketing | Natural Gas and Oil Operations | Commodity Marketing and Logistics | Corporate and Other | Total | ||||||||||||||||
Revenues | $ | 2,912,881 | $ | 5,984 | $ | 189,160 | $ | — | $ | 3,108,025 | |||||||||||
Costs of revenue | 2,753,961 | — | 183,511 | — | 2,937,472 | ||||||||||||||||
Operating expense, excluding DD&A | 140,900 | — | — | — | 140,900 | ||||||||||||||||
Lease operating expenses | — | 5,673 | — | — | 5,673 | ||||||||||||||||
Depreciation, depletion, and amortization | 10,242 | 2,376 | 2,018 | 261 | 14,897 | ||||||||||||||||
Loss on sale of assets, net | — | 624 | — | — | 624 | ||||||||||||||||
General and administrative expense | 15,604 | 37 | 4,310 | 14,353 | 34,304 | ||||||||||||||||
Acquisition and integration costs | 4,576 | — | — | 7,111 | 11,687 | ||||||||||||||||
Operating loss | (12,402 | ) | (2,726 | ) | (679 | ) | (21,725 | ) | (37,532 | ) | |||||||||||
Interest expense and financing costs, net | (19,783 | ) | |||||||||||||||||||
Other income (expense), net | (312 | ) | |||||||||||||||||||
Change in value of common stock warrants | 4,433 | ||||||||||||||||||||
Change in value of contingent consideration | 2,849 | ||||||||||||||||||||
Equity earnings from Piceance Energy, LLC | 2,849 | ||||||||||||||||||||
Loss before income taxes | (47,496 | ) | |||||||||||||||||||
Income tax expense | 455 | ||||||||||||||||||||
Net loss | $ | (47,041 | ) | ||||||||||||||||||
Total assets | $ | 460,600 | $ | 105,615 | $ | 87,695 | $ | 87,097 | $ | 741,007 | |||||||||||
Goodwill | $ | 13,796 | $ | — | $ | 6,990 | $ | — | $ | 20,786 | |||||||||||
Capital expenditures | $ | 14,793 | $ | 12 | $ | 300 | $ | 1,523 | $ | 16,628 | |||||||||||
For the year ended December 31, 2013 | Refining, Distribution and Marketing | Natural Gas and Oil Operations | Commodity Marketing and Logistics | Corporate and Other | Total | ||||||||||||||||
Revenues | $ | 778,126 | $ | 7,739 | $ | 100,149 | $ | — | $ | 886,014 | |||||||||||
Costs of revenue | 773,583 | — | 83,483 | — | 857,066 | ||||||||||||||||
Operating expense, excluding DD&A | 27,251 | — | — | — | 27,251 | ||||||||||||||||
Lease operating expense | — | 5,676 | — | — | 5,676 | ||||||||||||||||
Depreciation, depletion, and amortization | 2,267 | 1,706 | 2,009 | — | 5,982 | ||||||||||||||||
Loss on sale of assets, net | — | (50 | ) | — | — | (50 | ) | ||||||||||||||
Trust litigation and settlements | — | — | — | 6,206 | 6,206 | ||||||||||||||||
General and administrative expense | 2,896 | 130 | 5,206 | 13,262 | 21,494 | ||||||||||||||||
Acquisition and integration costs | — | — | — | 9,794 | 9,794 | ||||||||||||||||
Operating (loss) income | (27,871 | ) | 277 | 9,451 | (29,262 | ) | (47,405 | ) | |||||||||||||
Interest expense and financing costs, net | (19,426 | ) | |||||||||||||||||||
Other income (expense), net | 758 | ||||||||||||||||||||
Change in value of common stock warrants | (10,159 | ) | |||||||||||||||||||
Equity loss from Piceance Energy, LLC | (2,941 | ) | |||||||||||||||||||
Loss before income taxes | (79,173 | ) | |||||||||||||||||||
Income tax expense | — | ||||||||||||||||||||
Net loss | $ | (79,173 | ) | ||||||||||||||||||
Total assets | $ | 641,840 | $ | 109,316 | $ | 52,048 | $ | 10,009 | $ | 813,213 | |||||||||||
Goodwill | $ | 13,613 | $ | — | $ | 6,990 | $ | — | $ | 20,603 | |||||||||||
Capital expenditures | $ | 6,753 | $ | 471 | $ | — | $ | 544 | $ | 7,768 | |||||||||||
Disclosures_About_Capitalized_1
Disclosures About Capitalized Costs, Costs Incurred (Unaudited) (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Extractive Industries [Abstract] | ||||||||
Oil And Gas Property Successful Effort Method | Capitalized costs related to oil and gas activities are as follows (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Company: | ||||||||
Unproved properties | $ | — | $ | — | ||||
Proved properties | 1,122 | 4,949 | ||||||
1,122 | 4,949 | |||||||
Accumulated depreciation and depletion | (824 | ) | (1,868 | ) | ||||
$ | 298 | $ | 3,081 | |||||
Company’s Share of Piceance Energy: | ||||||||
Unproved properties | $ | 15,872 | $ | 15,763 | ||||
Proved properties | 183,937 | 168,378 | ||||||
199,809 | 184,141 | |||||||
Accumulated depreciation and depletion | (49,666 | ) | (38,452 | ) | ||||
$ | 150,143 | $ | 145,689 | |||||
Cost Incurred in Oil and Gas Property Acquisition, Exploration, and Development Activities Disclosure | Costs incurred in oil and gas activities including costs associated with assets retirement obligations, are as follows (in thousands): | |||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Company: | ||||||||
Development costs incurred on proved undeveloped reserves | $ | — | $ | — | ||||
Development costs—other | 102 | 142 | ||||||
Total | $ | 102 | $ | 142 | ||||
Company’s Share of Piceance Energy: | ||||||||
Unproved properties acquisition costs | $ | — | $ | — | ||||
Development costs—other | 15,599 | 6,380 | ||||||
Total | $ | 15,599 | $ | 6,380 | ||||
Capitalized Exploratory Well Costs, Roll Forward | A summary of the results of operations for oil and gas producing activities, excluding general and administrative costs, is as follows: | |||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Company: | ||||||||
Revenue: | ||||||||
Oil and gas revenues | $ | 5,984 | $ | 7,739 | ||||
Expenses: | ||||||||
Production costs | 5,673 | 5,696 | ||||||
Depletion and amortization | 2,376 | 1,593 | ||||||
Exploration | — | — | ||||||
Abandoned and impaired properties | — | — | ||||||
Results of operations of oil and gas producing activities | $ | (2,065 | ) | $ | 450 | |||
Company’s share of Piceance Energy: | ||||||||
Revenue: | ||||||||
Oil and gas revenues | $ | 26,829 | $ | 20,364 | ||||
Expenses: | ||||||||
Production costs | 11,140 | 9,885 | ||||||
Depletion and amortization | 10,921 | 8,855 | ||||||
Results of operations of oil and gas producing activities | $ | 4,768 | $ | 1,624 | ||||
Total Company and Piceance Energy income from operations of oil and gas producing activities | $ | 2,703 | $ | 2,074 | ||||
Information_Regarding_Proved_O1
Information Regarding Proved Oil and Gas Reserves (Unaudited) (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Extractive Industries [Abstract] | ||||||||||||
Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities | A summary of changes in estimated quantities of proved reserves for the years ended December 31, 2014 and 2013 is as follows: | |||||||||||
Gas | Oil | NGLS | Total | |||||||||
(MMcf) | (MBbl) | (MBbl) | (MMcfe) (1) | |||||||||
Company: | ||||||||||||
Estimated Proved Reserves: Balance at January 1, 2013 | 446 | 286 | — | 2,163 | ||||||||
Revisions of quantity estimate | 460 | 16 | — | 557 | ||||||||
Extensions and discoveries | 9 | 3 | — | 25 | ||||||||
Production | (253 | ) | (69 | ) | — | (667 | ) | |||||
Estimated Proved Reserves: Balance at December 31, 2013(2) | 662 | 236 | — | 2,078 | ||||||||
Revisions of quantity estimate | 65 | (67 | ) | 21 | (211 | ) | ||||||
Extensions and discoveries | 8 | 1 | — | 14 | ||||||||
Production | (134 | ) | (93 | ) | (4 | ) | (716 | ) | ||||
Estimated Proved Reserves: Balance at December 31, 2014(3) | 601 | 77 | 17 | 1,165 | ||||||||
Company’s Share of Piceance Energy: | ||||||||||||
Estimated Proved Reserves: Balance at January 1, 2013 | 122,650 | 831 | 6,345 | 165,700 | ||||||||
Revisions of quantity estimate | 72,436 | 174 | 2,818 | 90,387 | ||||||||
Extensions and discoveries | 3,599 | (374 | ) | (1,334 | ) | (6,643 | ) | |||||
Production | (12,088 | ) | (47 | ) | (428 | ) | (14,935 | ) | ||||
Estimated Proved Reserves: Balance at December 31, 2013(2) | 186,597 | 584 | 7,401 | 234,509 | ||||||||
Revisions of quantity estimate | 8,876 | 34 | (1,689 | ) | (1,054 | ) | ||||||
Extensions and discoveries | 21,108 | 128 | 489 | 24,808 | ||||||||
Production | (4,831 | ) | (18 | ) | (125 | ) | (5,689 | ) | ||||
Estimated Proved Reserves: Balance at December 31, 2014(3) | 211,750 | 728 | 6,076 | 252,574 | ||||||||
Total Estimated Proved Reserves: Balance at December 31, 2014 | 212,351 | 805 | 6,093 | 253,739 | ||||||||
__________________________________________________ | ||||||||||||
(1) | MMcfe is based on a ratio of 6 Mcf to 1 barrel. | |||||||||||
(2) | During 2013, the Company's estimated proved reserves, inclusive of the Company's share of Piceance Energy's estimated proved reserves, increased by 68,724 MMcfe or approximately 41%. Revisions of quantity estimates related to our share of Piceance Energy's estimated proved reserves resulted in an increase of 90,387 MMcfe from the beginning of year reserves. These revisions are primarily associated with wells that became economic during 2013. | |||||||||||
(3) | During 2014, the Company's estimated proved reserves, inclusive of the Company's share of Piceance Energy's estimated proved reserves, increased by 17,152 MMcfe or approximately 7%. Extensions and discoveries related to our share of Piceance Energy's estimated proved reserves resulted in an increase of 24,808 MMcfe from the beginning of year reserves. These extensions and discoveries are primarily associated with successful completions by Piceance Energy. | |||||||||||
Gas | Oil | NGLS | Total | |||||||||
(MMcf) | (MBbl) | (MBbl) | (MMcfe) (1) | |||||||||
Proved developed reserves | ||||||||||||
December 31, 2013 | 662 | 236 | — | 2,078 | ||||||||
December 31, 2013-Company Share of Piceance Energy | 45,072 | 165 | 1,627 | 55,829 | ||||||||
Total December 31, 2013 | 45,734 | 401 | 1,627 | 57,907 | ||||||||
Proved undeveloped reserves | ||||||||||||
December 31, 2013 | — | — | — | — | ||||||||
December 31, 2013-Company Share of Piceance Energy | 141,525 | 419 | 5,774 | 178,680 | ||||||||
Total December 31, 2013 | 141,525 | 419 | 5,774 | 178,680 | ||||||||
Proved developed reserves | ||||||||||||
December 31, 2014 | 601 | 77 | 17 | 1,165 | ||||||||
December 31, 2014-Company Share of Piceance Energy | 48,855 | 195 | 1,226 | 57,381 | ||||||||
Total December 31, 2014 | 49,456 | 272 | 1,243 | 58,546 | ||||||||
Proved undeveloped reserves | ||||||||||||
December 31, 2014 | — | — | — | — | ||||||||
December 31, 2014-Company Share of Piceance Energy | 162,895 | 533 | 4,850 | 195,193 | ||||||||
Total December 31, 2014 | 162,895 | 533 | 4,850 | 195,193 | ||||||||
__________________________________________________ | ||||||||||||
(1) | MMcfe is based on a ratio of 6 Mcf to 1 barrel. | |||||||||||
CIG | WTI | |||||||||||
per MMbtu | per Bbl | |||||||||||
Base pricing, before adjustments for contractual | ||||||||||||
differentials (Company and Piceance): (1) | ||||||||||||
December 31, 2013 | $ | 3.53 | $ | 96.91 | ||||||||
December 31, 2014 | $ | 4.36 | $ | 94.99 | ||||||||
__________________________________________________ | ||||||||||||
(1) | Proved reserves are required to be calculated based on the 12-month, first day of the month historical average price in accordance with SEC rules. The prices shown above are base index prices to which adjustments are made for contractual deducts and other factors. | |||||||||||
Standardized Measure of Discounted Future Cash Flows Relating to Proved Reserves Disclosure | Future net cash flows presented below are computed using applicable prices (as summarized above) and costs and are net of all overriding royalty revenue interests. | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Company: | ||||||||||||
Future net cash flows | $ | 10,452 | $ | 26,861 | ||||||||
Future costs: | ||||||||||||
Production | 7,760 | 21,999 | ||||||||||
Development and abandonment | 37 | 319 | ||||||||||
Income taxes (1) | — | — | ||||||||||
Future net cash flows | 2,655 | 4,543 | ||||||||||
10% discount factor | (889 | ) | (1,006 | ) | ||||||||
Standardized measure of discounted future net cash | $ | 1,766 | $ | 3,537 | ||||||||
flows | ||||||||||||
Company’s Share of Piceance Energy: | ||||||||||||
Future net cash flows | $ | 1,268,704 | $ | 984,205 | ||||||||
Future costs: | ||||||||||||
Production | 539,796 | 430,506 | ||||||||||
Development and abandonment | 236,027 | 234,905 | ||||||||||
Income taxes (1) | — | — | ||||||||||
Future net cash flows | 492,881 | 318,794 | ||||||||||
10% discount factor | (322,282 | ) | (229,469 | ) | ||||||||
Standardized measure of discounted future net | $ | 170,599 | $ | 89,325 | ||||||||
cash flows | ||||||||||||
Total Company and Company share of equity | $ | 172,365 | $ | 92,862 | ||||||||
investee in the standardized measure of | ||||||||||||
discounted future net revenues | ||||||||||||
________________________________________________ | ||||||||||||
(1) No income tax provision is included in the standardized measure calculation shown above as we do not project to be taxable or pay cash income taxes based on its available tax assets and additional tax assets generated in the development of its reserves because the tax basis of its oil and gas properties and NOL carryforwards exceeds the amount of discounted future net earnings. | ||||||||||||
Schedule of Changes in Standardized Measure of Discounted Future Net Cash Flows | The principal sources of changes in the standardized measure of discounted net cash flows for the years ended December 31, 2014 and 2013 are as follows (in thousands): | |||||||||||
Year Ended December 31, 2014 | ||||||||||||
Company | Company Share | Total | ||||||||||
of Piceance | ||||||||||||
Energy | ||||||||||||
Beginning of the year | ||||||||||||
Beginning of the period | $ | 3,537 | $ | 89,325 | $ | 92,862 | ||||||
Sales of oil and gas production during the period, net of | (1,288 | ) | (3,763 | ) | (5,051 | ) | ||||||
production costs | ||||||||||||
Net change in prices and production costs | (31 | ) | 35,837 | 35,806 | ||||||||
Changes in estimated future development costs | 118 | (6,292 | ) | (6,174 | ) | |||||||
Extensions, discoveries and improved recovery | 85 | 4,914 | 4,999 | |||||||||
Revisions of previous quantity estimates, estimated timing of | (1,111 | ) | 27,632 | 26,521 | ||||||||
development and other | ||||||||||||
Previously estimated development and abandonment costs | 102 | 14,013 | 14,115 | |||||||||
incurred during the period | ||||||||||||
Other | — | — | — | |||||||||
Accretion of discount | 354 | 8,933 | 9,287 | |||||||||
End of period | $ | 1,766 | $ | 170,599 | $ | 172,365 | ||||||
Year Ended December 31, 2013 | ||||||||||||
Company | Company Share | Total | ||||||||||
of Piceance | ||||||||||||
Energy | ||||||||||||
Beginning of the year | ||||||||||||
Beginning of the period | $ | 8,010 | $ | 71,959 | $ | 79,969 | ||||||
Sales of oil and gas production during the period, net of | (2,044 | ) | (10,478 | ) | (12,522 | ) | ||||||
production costs | ||||||||||||
Net change in prices and production costs | (3,833 | ) | (2,588 | ) | (6,421 | ) | ||||||
Changes in estimated future development costs | — | 8,831 | 8,831 | |||||||||
Extensions, discoveries and improved recovery | 147 | 15,471 | 15,618 | |||||||||
Revisions of previous quantity estimates, estimated timing of | 395 | (4,948 | ) | (4,553 | ) | |||||||
development and other | ||||||||||||
Previously estimated development and abandonment costs | — | 3,142 | 3,142 | |||||||||
incurred during the period | ||||||||||||
Other | 61 | 740 | 801 | |||||||||
Accretion of discount | 801 | 7,196 | 7,997 | |||||||||
End of period | $ | 3,537 | $ | 89,325 | $ | 92,862 | ||||||
Summary_of_Effects_of_Error_on
Summary of Effects of Error on Consolidated Financial Statements (Detail) (USD $) | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | ||
Trade accounts receivable | $112,968 | $117,493 | ||
Inventories | 243,853 | 380,623 | ||
Total current assets | 460,789 | 544,501 | ||
Total assets | 741,007 | 813,213 | ||
Obligations under supply and exchange agreements | 197,394 | 385,519 | ||
Total current liabilities | 310,806 | 453,388 | ||
Total liabilities | 448,848 | 584,949 | ||
Accumulated deficit | -135,053 | -88,012 | ||
Total stockholders' equity | 292,159 | 228,264 | ||
Total liabilities and stockholders' equity | 741,007 | 813,213 | ||
Cost of revenues | 2,937,472 | 857,066 | ||
Total operating expenses | 3,145,557 | 933,419 | ||
Operating loss | -37,532 | -47,405 | ||
Loss before income taxes and reorganization items | -47,496 | -79,173 | ||
Net loss | -47,041 | -79,173 | ||
Basic loss per common share | ($1.44) | [1] | ($4.01) | [1] |
Diluted loss per common share | ($1.44) | [1] | ($4.01) | [1] |
Trade accounts receivable | 5,608 | -40,278 | ||
Inventories | $59,085 | $69,211 | ||
[1] | Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per share. |
Overview_Additional_Informatio
Overview Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
segment | |
Operating segments | 3 |
Piceance Energy [Member] | |
Ownership of Piceance Energy, LLC | 33.34% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Significant allowance for doubtful accounts | $0 | |
Refining Equipment [Member] | Minimum [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 8 years | |
Refining Equipment [Member] | Maximum [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 47 years | |
Transportation Equipment [Member] | Minimum [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 3 years | |
Transportation Equipment [Member] | Maximum [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 30 years | |
Retail Site [Member] | Minimum [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 14 years | |
Retail Site [Member] | Maximum [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 18 years | |
Office Equipment [Member] | Minimum [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 3 years | |
Office Equipment [Member] | Maximum [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 7 years | |
Software and Software Development Costs [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
PP&E useful life | 3 years |
Investment_in_Piceance_Energy_
Investment in Piceance Energy Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | ||
Depreciation, depletion, amortization and accretion | $14,897,000 | $5,982,000 |
Unrealized gains on derivative instruments | 1,015,000 | 0 |
Amortization of natural gas and oil properties | 15 years | |
Piceance Energy [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership of Piceance Energy, LLC | 33.34% | |
Line credit maximum borrowing amount | 400,000,000 | |
Asset borrowing base currently at | 125,000,000 | |
Balance outstanding on the revolving credit facility | 98,000,000 | 90,200,000 |
Depreciation, depletion, amortization and accretion | 32,800,000 | 26,600,000 |
Unrealized gains on derivative instruments | 9,800,000 | |
Unrealized losses on derivative instruments | 1,100,000 | |
Amount of equity in underlying assets exceeding carrying value | $14,700,000 | $15,300,000 |
Investment_in_Piceance_Energy_1
Investment in Piceance Energy Change in Equity Investment (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Beginning balance | $101,796 | |
Equity earnings (loss) from Piceance Energy | 2,849 | -2,941 |
Ending balance | 104,657 | 101,796 |
Piceance Energy [Member] | ||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Beginning balance | 101,796 | 104,434 |
Equity earnings (loss) from Piceance Energy | 2,278 | -3,516 |
Accretion of basis difference | 571 | 575 |
Investments | 12 | 303 |
Ending balance | $104,657 | $101,796 |
Investment_in_Piceance_Energy_2
Investment in Piceance Energy Summarized Financial Information (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
ASSETS | ||
Current assets | $460,789 | $544,501 |
Current liabilities | 310,806 | 453,388 |
Natural gas and oil revenues | 5,984 | 7,739 |
Income (loss) from operations | -37,532 | -47,405 |
Net income (loss) | -47,041 | -79,173 |
Piceance Energy [Member] | ||
ASSETS | ||
Current assets | 13,168 | 5,901 |
Non-current assets | 468,379 | 454,402 |
Current liabilities | 17,103 | 13,040 |
Non-current liabilities | 107,087 | 96,738 |
Natural gas and oil revenues | 80,471 | 61,091 |
Income (loss) from operations | 3,768 | -6,765 |
Net income (loss) | $6,831 | ($10,546) |
Acquisitions_and_Dispositions_
Acquisitions and Dispositions Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 02, 2014 | Sep. 25, 2013 | |
Business Acquisition [Line Items] | ||||
Payment of deposit for Koko'oha acquisition | $10,000,000 | $0 | ||
Earnout payment maximum | 9,131,000 | 11,980,000 | ||
Koko' oha Investments, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage expected to acquire | 100.00% | |||
Acquisition amount | 107,000,000 | |||
Deposit against purchase price | 10,000,000 | |||
Additional deposit obligation | 5,000,000 | |||
Mid Pac Petroleum, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | 6,400,000 | |||
Hawaii Independent Energy LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | 7,000,000 | |||
Payment of deposit for Koko'oha acquisition | 75,000,000 | |||
Start-up expenses | 24,300,000 | |||
Earnout payment percentage of gross margin | 20.00% | |||
Earnout payment gross margin minimum | 165,000,000 | |||
Earnout payment annual cap | 20,000,000 | |||
Significant acquisitions and disposals, terms | The earnout payments, if any, are to be paid annually following each of the three calendar years beginning January 1, 2014 through the year ending December 31, 2016, in an amount equal to 20% of the consolidated annual gross margin of HIE in excess of $165 million during such calendar years, with an annual cap of $20 million | |||
Funding of acquisition from supply and exchange agreements | 378,200,000 | |||
Minimum [Member] | Koko' oha Investments, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Early termination fee | 5,000,000 | |||
Maximum [Member] | Koko' oha Investments, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Early termination fee | 7,500,000 | |||
Maximum [Member] | Hawaii Independent Energy LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Earnout payment maximum | $40,000,000 | |||
Koko' oha Investments, Inc. [Member] | Mid Pac Petroleum, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Outstanding membership interests of Mid Pac Petroleum, LLC | 100.00% |
Acquisitions_and_Dispositions_1
Acquisitions and Dispositions Summary of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Goodwill | $20,786 | $20,603 | $20,603 |
Hawaii Independent Energy LLC [Member] | |||
Inventory | 418,750 | ||
Trade accounts receivable | 59,553 | ||
Prepaid and other current assets | 2,497 | ||
Property, plant and equipment | 59,670 | ||
Land | 39,800 | ||
Goodwill | 13,796 | ||
Intangible assets | 4,596 | ||
Accounts payable and other current liabilities | -18,542 | ||
Contingent consideration liability | -11,980 | ||
Other non-current liabilities | -7,561 | ||
Total | $560,579 |
Acquisitions_and_Dispositions_2
Acquisitions and Dispositions Unaudited Pro Forma Financial Information (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Business Combinations [Abstract] | |
Revenues | $2,987 |
Net income | ($122) |
Inventories_Detail
Inventories (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Crude oil and feedstocks | $62,594,000 | $137,706,000 |
Refined products and blend stock | 166,297,000 | 229,086,000 |
Warehouse stock and other | 14,962,000 | 13,831,000 |
Total | 243,853,000 | 380,623,000 |
Reserves for the lower of cost or market value of inventory | 2,400,000 | 0 |
Titled Inventory [Member] | ||
Crude oil and feedstocks | 0 | 0 |
Refined products and blend stock | 47,922,000 | 67,532,000 |
Warehouse stock and other | 14,962,000 | 13,831,000 |
Total | 62,884,000 | 81,363,000 |
Supply and Exchange Agreements [Member] | ||
Crude oil and feedstocks | 62,594,000 | 137,706,000 |
Refined products and blend stock | 118,375,000 | 161,554,000 |
Warehouse stock and other | 0 | 0 |
Total | $180,969,000 | $299,260,000 |
Property_Plant_and_Equipment_D2
Property, Plant and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Land | $39,800 | $39,800 |
Buildings and equipment | 81,488 | 65,878 |
Other | 2,035 | 1,945 |
Total property, plant and equipment | 123,323 | 107,623 |
Proved oil and gas properties | 1,122 | 4,949 |
Less accumulated depreciation, depletion and amortization | -11,510 | -3,968 |
Property and equipment, net | $112,935 | $108,604 |
Asset_Retirement_Obligations_D
Asset Retirement Obligations (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Asset retirement obligation - beginning of period | $3,172 | $512 |
Obligation acquired | 0 | 2,601 |
Accretion expense | 239 | 59 |
Change in estimate | -831 | 0 |
Asset retirement obligation - end of period | $2,580 | $3,172 |
Schedule_of_FiniteLived_Intang
Schedule of Finite-Lived Intangible Assets (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortized intangible assets, Gross carrying amount | $13,498,000 | $13,498,000 | |
Amortization of Intangible Assets | -5,992,000 | -2,328,000 | |
Amortized intangible assets, Net | 7,506,000 | 11,170,000 | |
Amortization expense | -3,700,000 | -2,300,000 | |
Supplier relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortized intangible assets, Gross carrying amount | 3,360,000 | 3,360,000 | |
Amortization of Intangible Assets | -516,000 | -258,000 | |
Amortized intangible assets, Net | 2,844,000 | 3,102,000 | |
Rail car leases [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortized intangible assets, Gross carrying amount | 3,249,000 | 3,249,000 | |
Amortization of Intangible Assets | -1,301,000 | -650,000 | |
Amortized intangible assets, Net | 1,948,000 | 2,599,000 | |
Historical Shipper Status [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortized intangible assets, Gross carrying amount | 2,200,000 | 2,200,000 | |
Amortization of Intangible Assets | -2,200,000 | -1,100,000 | |
Amortized intangible assets, Net | 0 | 1,100,000 | |
Trade names and trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortized intangible assets, Gross carrying amount | 4,689,000 | 4,689,000 | |
Amortization of Intangible Assets | -1,975,000 | -320,000 | |
Amortized intangible assets, Net | $2,714,000 | $4,369,000 |
Finitelived_Intangible_Assets_
Finite-lived Intangible Assets Amortization Expense (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2015 | $2,518 | |
2016 | 2,012 | |
2017 | 908 | |
2018 | 258 | |
2019 | 258 | |
Thereafter | 1,552 | |
Amortized intangible assets, Net | $7,506 | $11,170 |
Schedule_of_Goodwill_Detail
Schedule of Goodwill (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2012 | |
Goodwill [Roll Forward] | |||
Balance at beginning of period | $20,603 | $20,603 | |
HIE acquisition purchase price allocation adjustments (1) | 183 | [1] | |
Balance at end of period | $20,786 | $20,603 | |
[1] | Please read Note 4—Acquisitions for further discussion of these adjustments. |
Supply_and_Exchange_Agreements1
Supply and Exchange Agreements (Textual) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Handling fees | $16,500,000 | $3,700,000 |
Supply and exchange agreement expenses | 19,783,000 | 19,426,000 |
Supply and Exchange Agreements [Member] | ||
Supply and exchange agreement expenses | $4,200,000 | $1,100,000 |
Debt_Schedule_of_Debt_Detail
Debt Schedule of Debt (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | |||
Total debt, net of unamortized debt discount | $136,610 | $97,280 | |
Less current maturities | -29,100 | -3,250 | |
Long-term debt, net of current maturities and unamortized discount | 107,510 | 94,030 | |
Tranche b [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | 87,360 | 19,480 | |
ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | 0 | 51,800 | [1] |
HIE Retail Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | 22,750 | 26,000 | [1] |
Retail Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | 26,000 | ||
Texadian Uncommitted Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | 26,500 | 0 | |
Tranche B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | $19,480 | ||
[1] | Fair value approximates carrying value due to the floating rate interest. |
Debt_LongTerm_Debt_Maturities_
Debt Long-Term Debt Maturities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
2015 | $29,100 | |
2016 | 39,371 | |
2017 | 2,600 | |
2018 | 53,189 | |
2019 | 2,600 | |
Thereafter | 9,750 | |
Total debt, net of unamortized debt discount | $136,610 | $97,280 |
Debt_Additional_Information_De
Debt Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||
Jul. 28, 2014 | Dec. 28, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 11, 2014 | Nov. 30, 2013 | Dec. 31, 2012 | Jun. 24, 2013 | Sep. 01, 2014 | 30-May-14 | Sep. 01, 2014 | Sep. 03, 2014 | Oct. 10, 2014 | Nov. 14, 2013 | Jul. 31, 2014 | Sep. 25, 2013 | Jun. 12, 2013 | Mar. 30, 2014 | Feb. 20, 2015 | |
Outlet | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Proceeds from borrowings | $35,000,000 | $363,620,000 | $159,800,000 | ||||||||||||||||
Additional amount borrowed (Advance) | 35,000,000 | ||||||||||||||||||
Net proceeds | 32,000,000 | ||||||||||||||||||
Distribution outlets | 31 | ||||||||||||||||||
Percent of annual excess cash flow | 0.5 | ||||||||||||||||||
Uncommitted Credit Agreement temporary increase | 85,000,000 | ||||||||||||||||||
Debt Instrument, Covenant, Fixed Charge Coverage Ratio Required | 1.5 | ||||||||||||||||||
Secured Debt [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line credit maximum borrowing amount | 50,000,000 | ||||||||||||||||||
Original issue discount | 5.00% | ||||||||||||||||||
Balance outstanding on the revolving credit facility | 15,500,000 | ||||||||||||||||||
ABL Revolving Credit Facility [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line credit maximum borrowing amount | 125,000,000 | ||||||||||||||||||
Balance outstanding on the revolving credit facility | 15,000,000 | ||||||||||||||||||
Senior secured revolving credit facility used for letters of credit issuance | 50,000,000 | ||||||||||||||||||
Total capacity at period end | 79,500,000 | ||||||||||||||||||
Letters of credit outstanding | 2,400,000 | ||||||||||||||||||
Debt Instrument, Interest Rate Terms | Outstanding balances on the ABL Facility bear interest at the base rate specified below (“Base Rateâ€) plus a margin (based on a sliding scale of 1.00% to 1.50% depending on the borrowing base usage) or the adjusted LIBO rate specified below (“LIBO Rateâ€) plus a margin (based on a sliding scale of 2.00% to 2.50% depending on the borrowing base usage). The margin was 1.25% for Base Rate loans and 2.25% for LIBO Rate loans during 2013. The Base Rate is equal to the highest of (i) the prime lending rate of the ABL Agent, (ii) the Federal Funds Rate plus 0.5% per annum, and (iii) the LIBO Rate for a LIBO Rate loan denominated in dollars with a one-month interest period commencing on such day plus 1.00%. | ||||||||||||||||||
Debt Instrument, Fee | The ABL Borrowers agreed to pay commitment fees for the ABL Facility equal to 0.375% if the borrowing base usage is greater than 50% and 0.500% if the borrowing base usage is less than or equal to 50%. Outstanding letters of credit will be charged a participation fee at a per annum rate equal to the margin applicable to LIBO Rate loans, a facing fee and customary administrative fees. | ||||||||||||||||||
Debt Instrument, Covenant Description | The ABL Facility requires HIE and its subsidiaries and Hawaii Pacific Energy to comply with various affirmative and negative covenants affecting its business and operations, including compliance by HIE in certain circumstances with a minimum ratio of consolidated earnings before interest, taxes, depreciation and amortization (“EBITDAâ€), as adjusted, to total fixed charges of 1.0 to 1.0. | ||||||||||||||||||
Texadian Uncommitted Credit Agreement [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line credit maximum borrowing amount | 50,000,000 | ||||||||||||||||||
Consolidated leverage ratio minimum | 5 | ||||||||||||||||||
Letters of credit outstanding | 27,600,000 | ||||||||||||||||||
Line of Credit Facility, Collateral | Loans and letters of credit issued under the Uncommitted Credit Agreement are secured by a security interest in and lien on substantially all of Texadian’s assets, including, but not limited to, cash, accounts receivable, and inventory, a pledge by Texadian of 65% of its ownership interest in Texadian Canada, and a pledge by us of 100% of our ownership interest in Texadian. | ||||||||||||||||||
Delayed Draw Term Loan Agreement [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Proceeds from borrowings | 13,000,000 | ||||||||||||||||||
Additional amount borrowed | 17,000,000 | ||||||||||||||||||
Financing costs expensed | 6,100,000 | ||||||||||||||||||
Delayed Draw Term Loan Agreement [Member] | Tranche B Term Loan [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Proceeds from borrowings | 65,000,000 | ||||||||||||||||||
HIE Retail [Member] | Term Loan [Member] | Retail Credit Agreement [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line credit maximum borrowing amount | 30,000,000 | ||||||||||||||||||
Maximum leverage ratio | 5.5 | ||||||||||||||||||
Maximum leverage ratio future adjustment | 4.75 | ||||||||||||||||||
Fixed charge coverage ratio | 1.15:1.00 | ||||||||||||||||||
Effective interest rate | 2.60% | ||||||||||||||||||
Consolidated leverage ratio minimum | 4.5 | ||||||||||||||||||
Line of Credit Facility, Interest Rate Description | The Term Loan will bear interest, at HIE Retail’s election, at a rate equal to (i) 30, 90 and 180 day LIBOR plus the Applicable Margin (as specified below) for LIBOR Loans (as defined in the Retail Credit Agreement), or (ii) the primary interest rate established from time to time by the Agent in the ordinary course of its business plus the Applicable Margin | ||||||||||||||||||
Excess Cash Flow Recapture Description | Fifty percent of annual Excess Cash Flow (as defined in the Retail Credit Agreement) will be applied to the outstanding principal balance of the Term Loan beginning with Excess Cash Flow for fiscal year 2014 to the extent the leverage ratio is equal to or greater than 4.50:1.00. | ||||||||||||||||||
HIE Retail [Member] | Revolving Credit Facility [Member] | Retail Credit Agreement [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line credit maximum borrowing amount | 5,000,000 | ||||||||||||||||||
Commitment fee percentage | 2.00% | ||||||||||||||||||
Line of Credit Facility, Interest Rate Description | Advances under the Revolver will bear interest, at HIE Retail’s election, at a rate equal to (a) 30, 90 and 180 day LIBOR plus the Revolver Applicable Margin (as defined below) for LIBOR Loans, or (ii) the primary interest rate established from time to time by the Agent in the ordinary course of its business plus the Revolver Applicable Margin | ||||||||||||||||||
Texadian Canada [Member] | Texadian Uncommitted Credit Agreement [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Ownership interested pledged as collaterall | 0.65 | ||||||||||||||||||
Texadian [Member] | Texadian Uncommitted Credit Agreement [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Ownership interested pledged as collaterall | 1 | ||||||||||||||||||
Minimum [Member] | Secured Debt [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Interest rate under credit facility | 10.00% | ||||||||||||||||||
Maximum [Member] | Secured Debt [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Interest rate under credit facility | 12.00% | ||||||||||||||||||
Tranche B Term Loan [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of Credit Facility, Increase (Decrease), Net | 13,200,000 | ||||||||||||||||||
Interest rate under credit facility | 14.75% | 12.00% | |||||||||||||||||
Nonrefundable amendment fee | 506,000 | ||||||||||||||||||
Original issue discount | 630,000 | ||||||||||||||||||
Accrued exit fee | 97,000 | ||||||||||||||||||
ABL Revolving Credit Facility [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Borrowing base usage less than or equal | 50.00% | ||||||||||||||||||
ABL Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Effective weighted-average interest rate | 2.95% | ||||||||||||||||||
ABL Revolving Credit Facility [Member] | Minimum [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Commitment fee percentage | 0.38% | ||||||||||||||||||
ABL Revolving Credit Facility [Member] | Maximum [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Commitment fee percentage | 0.50% | ||||||||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | ABL Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
ABL Facility interest rate | 1.00% | 2.25% | |||||||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | ABL Revolving Credit Facility [Member] | Minimum [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
ABL Facility interest rate | 2.00% | ||||||||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | ABL Revolving Credit Facility [Member] | Maximum [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
ABL Facility interest rate | 2.50% | ||||||||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | Federal Funds Rate [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
ABL Facility interest rate | 0.50% | ||||||||||||||||||
Base Rate [Member] | ABL Revolving Credit Facility [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
ABL Facility interest rate | 1.25% | ||||||||||||||||||
Base Rate [Member] | ABL Revolving Credit Facility [Member] | Minimum [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
ABL Facility interest rate | 1.00% | ||||||||||||||||||
Base Rate [Member] | ABL Revolving Credit Facility [Member] | Maximum [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
ABL Facility interest rate | 1.50% | ||||||||||||||||||
Subsequent Event [Member] | Letter of Credit [Member] | Texadian Uncommitted Credit Agreement [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line credit maximum borrowing amount | 200,000,000 | ||||||||||||||||||
Bridge Loan [Member] | Secured Debt [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line credit maximum borrowing amount | 75,000,000 | ||||||||||||||||||
Financing costs expensed | $1,800,000 |
Debt_Margin_Detail
Debt Margin (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Leverage Ratio Less Than 4.00 [Member] | LIBOR loans [Member] | |
Debt Instrument [Line Items] | |
Margin rate | 2.00% |
Leverage Ratio Less Than 4.00 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Margin rate | 0.00% |
Leverage Ratio 4.00-5.00 [Member] | LIBOR loans [Member] | |
Debt Instrument [Line Items] | |
Margin rate | 2.25% |
Leverage Ratio 4.00-5.00 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Margin rate | 0.25% |
Leverage Ratio Grater Than 5.00 [Member] | LIBOR loans [Member] | |
Debt Instrument [Line Items] | |
Margin rate | 2.50% |
Leverage Ratio Grater Than 5.00 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Margin rate | 0.50% |
Debt_Retail_Revolver_Applicabl
Debt Retail Revolver Applicable Margin and Unused Fee (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Leverage Ratio Less Than 4.00 [Member] | |
Debt Instrument [Line Items] | |
Unused Fee | 0.25% |
Leverage Ratio Less Than 4.00 [Member] | LIBOR loans [Member] | |
Debt Instrument [Line Items] | |
Revolver Applicable Margin | 1.75% |
Leverage Ratio Less Than 4.00 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Revolver Applicable Margin | -0.25% |
Leverage Ratio 4.00-5.00 [Member] | |
Debt Instrument [Line Items] | |
Unused Fee | 0.38% |
Leverage Ratio 4.00-5.00 [Member] | LIBOR loans [Member] | |
Debt Instrument [Line Items] | |
Revolver Applicable Margin | 2.00% |
Leverage Ratio 4.00-5.00 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Revolver Applicable Margin | 0.00% |
Leverage Ratio Grater Than 5.00 [Member] | |
Debt Instrument [Line Items] | |
Unused Fee | 0.50% |
Leverage Ratio Grater Than 5.00 [Member] | LIBOR loans [Member] | |
Debt Instrument [Line Items] | |
Revolver Applicable Margin | 2.25% |
Leverage Ratio Grater Than 5.00 [Member] | Base Rate Loans [Member] | |
Debt Instrument [Line Items] | |
Revolver Applicable Margin | 0.25% |
Fair_Value_Measurements_Fair_V
Fair Value Measurements Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | ||||
Goodwill | $20,786 | $20,603 | $20,603 | |
Long-term capital lease obligations | -1,295 | -1,526 | ||
Purchase Price Allocation of HIE | ||||
Net working capital | 462,258 | [1] | ||
Goodwill | 13,796 | [2] | ||
Intangible assets | 4,596 | [3] | ||
Long-term capital lease obligations | -11,980 | [4] | ||
Other non-current liabilities | -7,561 | [5] | ||
Total | 560,579 | |||
Purchase Price Allocation of HIE | Property, Plant and Equipment, Other Types [Member] | ||||
Property, plant and equipment | 59,670 | [6] | ||
Purchase Price Allocation of HIE | Land [Member] | ||||
Property, plant and equipment | $39,800 | [7] | ||
[1] | Current assets acquired and liabilities assumed were recorded at their net realizable value. | |||
[2] | The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. | |||
[3] | The fair value of the trade names and trademarks was estimated using a form of the income approach, the Relief from Royalty Method. Significant inputs used in this model include estimated revenue attributable to the trade names and trademarks and a royalty rate. An increase in the estimated revenue or royalty rate would result in an increase in the value attributable to the trade names and trademarks. We consider this to be a Level 3 fair value measurement. | |||
[4] | The fair value of the liability for contingent consideration was estimated using Monte Carlo simulation. Significant inputs used in the model include estimated future gross margin, annual gross margin volatility and a present value factor. An increase in estimated future gross margin, volatility or the present value factor would result in an increase in the liability. We consider this to be a Level 3 fair value measurement. | |||
[5] | Other non-current assets and liabilities are recorded at their estimated net present value. | |||
[6] | The fair value of the property, plant, and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and external obsolescence. We consider this to be a Level 3 fair value measurement. | |||
[7] | The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement. |
Fair_Value_Measurements_Fair_F
Fair Value Measurements Fair Falue of Outstanding Common Stock Warrants (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | ||
Stock price | $16.25 | $22.30 |
Weighted average exercise price | $0.10 | $0.10 |
Term (years) | 7 years 8 months 0 days | 8 years 8 months 1 day |
Risk-free rate | 2.01% | 2.78% |
Expected volatility | 50.20% | 52.90% |
Historical volatilities period | 10 years | |
Fair value of common stock warrants | $16.17 | $21.64 |
Fair_Value_Measurements_Assets
Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) (Fair Value, Measurements, Recurring [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Warrant [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset (Liability) | ($12,123) | ($17,336) |
Contingent Consideration Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset (Liability) | -9,131 | -11,980 |
Embedded Derivative [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset (Liability) | ($1,015) | $0 |
Fair_Value_Measurements_PreTax
Fair Value Measurements Pre-Tax Gain (Loss) Recognized From Derivative Instruments (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Change in Value of Contingent Consideration [Member] | ||
Derivatives not designated as hedges, Gain (loss) recognized in income | $2,849 | $0 |
Warrant [Member] | Change In Value Of Warrants [Member] | ||
Derivatives not designated as hedges, Gain (loss) recognized in income | 4,433 | -10,159 |
Debt Repayment Derivative [Member] | Interest Expense and Financing Costs, Net [Member] | ||
Derivatives not designated as hedges, Gain (loss) recognized in income | 0 | 45 |
Future [Member] | Loss On Derivative Instruments, Net [Member] | ||
Derivatives not designated as hedges, Gain (loss) recognized in income | 8,228 | 104 |
Forward Contracts [Member] | Loss On Derivative Instruments, Net [Member] | ||
Derivatives not designated as hedges, Gain (loss) recognized in income | $0 | $306 |
Fair_Value_Measurements_Deriva
Fair Value Measurements Derivative Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) (Fair Value, Measurements, Recurring [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Warrant [Member] | ||
Liabilities | ||
Fair value of derivative liability | ($12,123) | ($17,336) |
Debt Prepayment Derivative [Member] | ||
Liabilities | ||
Fair value of derivative liability | -11,980 | |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ||
Liabilities | ||
Fair value of derivative liability | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Debt Prepayment Derivative [Member] | ||
Liabilities | ||
Fair value of derivative liability | 0 | |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Liabilities | ||
Fair value of derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Debt Prepayment Derivative [Member] | ||
Liabilities | ||
Fair value of derivative liability | 0 | |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||
Liabilities | ||
Fair value of derivative liability | -12,123 | -17,336 |
Fair Value, Inputs, Level 3 [Member] | Debt Prepayment Derivative [Member] | ||
Liabilities | ||
Fair value of derivative liability | -11,980 | |
Contingent Consideration Liability [Member] | ||
Liabilities | ||
Fair value of derivative liability | -9,131 | |
Contingent Consideration Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Fair value of derivative liability | 0 | |
Contingent Consideration Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Fair value of derivative liability | 0 | |
Contingent Consideration Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Fair value of derivative liability | -9,131 | |
Embedded Derivative [Member] | ||
Assets | ||
Fair value of derivative asset | 1,015 | |
Embedded Derivative [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Fair value of derivative asset | 1,015 | |
Embedded Derivative [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Fair value of derivative asset | 0 | |
Embedded Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Fair value of derivative asset | $0 |
Fair_Value_Measurements_Deriva1
Fair Value Measurements Derivative Instruments Measured at Fair Value (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, at beginning of period | ($29,316) | ($10,945) |
Settlements | 780 | 3,723 |
Acquired | 0 | -11,980 |
Total unrealized income (loss) included in earnings | 7,282 | -10,114 |
Balance, at end of period | ($21,254) | ($29,316) |
Fair_Value_Measurements_Carryi
Fair Value Measurements Carrying Value and Fair Value of Long-Term Debt and Other Financial Instruments (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Common stock warrants, Carrying Value | $12,123,000 | $17,336,000 | ||
Contingent consideration liability, Carrying Value | 9,131,000 | 11,980,000 | ||
Common stock warrants, Fair Value | 12,123,000 | [1] | 17,336,000 | [1] |
Contingent consideration liability, Fair Value | 9,131,000 | [1] | 11,980,000 | [1] |
Long term debt fair value | 14.11% | 15.28% | ||
Tranche b [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Line of credit, Carrying Value | 87,360,000 | 19,480,000 | ||
Lines of credit, Fair Value | 87,068,000 | [1] | 18,800,000 | [1] |
ABL Facility [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Line of credit, Carrying Value | 0 | 51,800,000 | [2] | |
Lines of credit, Fair Value | 0 | [1],[2] | 51,800,000 | [1],[2] |
HIE Retail Credit Agreement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Line of credit, Carrying Value | 22,750,000 | 26,000,000 | [2] | |
Lines of credit, Fair Value | 22,750,000 | [1],[2] | 26,000,000 | [1],[2] |
Texadian Uncommitted Credit Agreement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Line of credit, Carrying Value | 26,500,000 | 0 | ||
Lines of credit, Fair Value | $26,500,000 | [1] | ||
[1] | The fair values of these instruments are considered Level 3 measurements in the fair value hierarchy. | |||
[2] | Fair value approximates carrying value due to the floating rate interest. |
Commitments_and_Contingencies_1
Commitments and Contingencies Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
Share data in Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 22, 2013 |
Option | Count | ||
claim | claim | ||
Count | |||
Commitments and Contingencies [Line Items] | |||
Settlement ratio for allowed claims | 0.0544 | ||
Number of capital lease renewals | 4 | ||
Capital lease period | 5 years | ||
Number of remaining claim to be resolved | 27 | 28 | |
Remaining Filed Claims | $26,522,000 | $40,224,000 | |
Estimated value of claims remaining to be settled | 1,096,000 | 3,793,000 | |
Number of claims settled | 59 | ||
Amount of claims settled | 3,702,000 | 26,906,000 | |
Amount of claim settled in cash | 0 | 5,383,000 | |
Amount of claim settled in stock | 146 | 209 | |
Reserve for unliquidated claims | 10,000,000 | ||
Capital lease obligation term | 17 years | ||
Capital lease renewal term | with four 5-year renewal options | ||
Operating lease term | 50 years | ||
Remaining term on operating lease | 12 years | ||
Rent expense | 30,200,000 | 6,200,000 | |
Customer Revenue Description | no individual customer accounted for more than 10% of our consolidated revenue | ||
Tesoros [Member] | |||
Commitments and Contingencies [Line Items] | |||
Deductible for indemnification obligation | 1,000,000 | ||
Indemnification obligation cap | 15,000,000 | ||
Tesoros [Member] | Hawaii Independent Energy LLC [Member] | |||
Commitments and Contingencies [Line Items] | |||
Indemnification Obligation Limitation, Description | Tesoro’s indemnification obligations are subject to certain limitations as set forth in the Environmental Agreement. These limitations include 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. | ||
Texadian Energy Inc [Member] | |||
Commitments and Contingencies [Line Items] | |||
Service agreement term | 4 years | ||
Agreement commitment amount | 28,000,000 | ||
U.S. Bank [Member] | |||
Commitments and Contingencies [Line Items] | |||
Number of claims settled | 1 | ||
Common Stock [Member] | |||
Commitments and Contingencies [Line Items] | |||
Bankruptcy claim settlements (in shares) | 146 | 209 | |
Clear Air Act Violation [Member] | |||
Commitments and Contingencies [Line Items] | |||
Final decree low estimate | 20,000,000 | ||
Final decree high estimate | $25,000,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies Summary of Claims (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | ||
claim | Count | |||
Count | claim | |||
Commitment And Contingencies [Line Items] | ||||
Number of claims settled | 59 | |||
Amount of claims settled | $3,702 | $26,906 | ||
Amount of claim settled in cash | 0 | 5,383 | ||
Amount of claim settled in stock | 146 | 209 | ||
Number of remaining claim to be resolved | 27 | 28 | ||
Remaining Filed Claims | 26,522 | 40,224 | ||
U S Government [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Number of claims settled | 0 | 1 | ||
Amount of claims settled | 0 | 0 | ||
Amount of claim settled in cash | 0 | 0 | ||
Amount of claim settled in stock | 0 | 0 | ||
Number of remaining claim to be resolved | 2 | 2 | ||
Remaining Filed Claims | 22,364 | 22,364 | ||
Former Employee Claims [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Number of claims settled | 19 | |||
Amount of claims settled | 12,695 | |||
Amount of claim settled in cash | 340 | |||
Amount of claim settled in stock | 162 | |||
Number of remaining claim to be resolved | 0 | |||
Remaining Filed Claims | 0 | |||
Macquarie Capital Incorporated [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Number of claims settled | 1 | |||
Amount of claims settled | 8,672 | |||
Amount of claim settled in cash | 2,500 | |||
Amount of claim settled in stock | 0 | |||
Number of remaining claim to be resolved | 0 | |||
Remaining Filed Claims | 0 | |||
Swann And BuzzardCreek RoyaltyTrust [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Number of claims settled | 1 | |||
Amount of claims settled | 3,200 | |||
Amount of claim settled in cash | 2,000 | |||
Amount of claim settled in stock | 0 | |||
Number of remaining claim to be resolved | 0 | |||
Remaining Filed Claims | 0 | |||
Other Various Claims [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Number of claims settled | 1 | [1] | 37 | [1] |
Amount of claims settled | 3,702 | [1] | 2,339 | [1] |
Amount of claim settled in cash | 0 | [1] | 543 | [1] |
Amount of claim settled in stock | 146 | [1] | 47 | [1] |
Number of remaining claim to be resolved | 25 | [1] | 26 | [1] |
Remaining Filed Claims | $4,158 | [1] | $17,860 | [1] |
[1] | Includes reserve for contingent/unliquidated claims in the amount of $10 million. |
Commitments_and_Contingencies_3
Commitments and Contingencies Capital Lease Payment Schedule (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $382 |
2016 | 382 |
2017 | 382 |
2018 | 420 |
2019 | 420 |
Thereafter | 0 |
Total minimum lease payments | 1,986 |
Less amount representing interest | 460 |
Total minimum rental payments | $1,526 |
Commitments_and_Contingencies_4
Commitments and Contingencies Operating Lease Payment Schedule (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $28,944 |
2016 | 13,263 |
2017 | 11,224 |
2018 | 9,902 |
2019 | 7,954 |
Thereafter | 18,194 |
Total minimum rental payments | $89,481 |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Jan. 29, 2014 | Sep. 25, 2013 | Dec. 20, 2012 | Aug. 31, 2014 | Jul. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 12, 2014 | Sep. 08, 2014 | |
Class of Stock [Line Items] | |||||||||
Reverse stock split | 0.1 | ||||||||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | ||||||
Transferable subscription right with respect to each share of common stock | 1 | ||||||||
Common stock per subscription right | 0.21 | ||||||||
Subscription right exercise price | 16 | ||||||||
Common stock, shares issued | 14,400,000 | 6,400,000 | 37,068,886 | 30,151,000 | |||||
Proceeds from sale of common stock | $199,200,000 | $101,500,000 | $103,949,000 | $199,170,000 | |||||
Offering costs | 830,000 | 237,000 | |||||||
Maximum amount of repurchase rights agreement | 50,000,000 | ||||||||
Shares of compensation authorized to be issued under the Incentive Plan (in shares) | 1,600,000 | ||||||||
Total shares of restricted stock vested in separation agreement | 110,000 | ||||||||
Compensation cost from separation agreement | 1,700,000 | ||||||||
Weighted-average grant-date fair value per share of options granted (in usd per share) | $5.91 | ||||||||
Period of stock option compensation cost recognition | 2 years | ||||||||
Diluted weighted-average common stock outstanding (in shares) | 32,739,000 | 19,740,000 | |||||||
Restricted Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Restricted stock vesting period | 5 years | ||||||||
Compensation cost | 4,800,000 | 1,200,000 | |||||||
Unrecognized compensation costs related to restricted stock awards | 7,500,000 | 8,100,000 | |||||||
Period of restricted stock compensation cost recognition | 3 years 9 months | 4 years 4 months 13 days | |||||||
Employee Stock Option [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Unrecognized compensation costs related to restricted stock awards | 2,200,000 | ||||||||
Diluted weighted-average common stock outstanding (in shares) | 401,000 | 0 | |||||||
Share-based Compensation Award, Tranche One [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Separation agreement with former chief operating officer, first tranche | 27,000 | ||||||||
Koko' oha Investments, Inc. [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Separation agreement with former chief operating officer, second tranche | 83,000 | ||||||||
Stock Purchase Plan [Member] | Employee Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Maximum stock purchase per employee | $1,000,000 | ||||||||
Stock Purchase Plan restricted sale of stock period | 2 years | ||||||||
Percent of common stock granted in proportion to common stock purchased | 20.00% | ||||||||
Vesting percentage of restricted stock granted in relation to shares purchased under the Stock Purchase Plan | 50.00% | ||||||||
Vesting period of restricted stock granted in relation to shares purchased under the Stock Purchase Plan | 2 years | ||||||||
Term for stock option purchase in relation to Stock Purchase Plan | 5 years | ||||||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 50.00% | ||||||||
Vesting period of stock options purchased in relation to shares purchased under the Stock Purchase Plan | 2 years | ||||||||
Stock Purchase Plan [Member] | Non-Employee Chairman [Member] | Employee Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 50.00% | ||||||||
Stock Purchase Plan [Member] | Non-Employee Board Member [Member] | Employee Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 35.00% | ||||||||
Stock Purchase Plan [Member] | Executive Officer [Member] | Minimum [Member] | Employee Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 50.00% | ||||||||
Stock Purchase Plan [Member] | Executive Officer [Member] | Maximum [Member] | Employee Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Vesting percentage of purchase of stock options in relation to shares purchased under the Stock Purchase Plan | 70.00% |
Stockholders_Equity_Details_De
Stockholders' Equity (Details) (Detail) (Long Term Incentive Plan [Member], USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Long Term Incentive Plan [Member] | ||
Stock Awards, Shares | ||
Non vested balance, beginning of period | 567 | 524 |
Granted | 239 | |
Vested | -196 | |
Forfeited | 0 | |
Non vested balance, end of period | 567 | 524 |
Available for grant | 852 | |
Stock Awards, Weighted-Average Grant Date Fair Value | ||
Non vested balance, beginning of period (in usd per share) | $16.29 | |
Granted (in usd per share) | $18.49 | |
Vested (in usd per share) | $15.04 | |
Non vested balance, end of period (in usd per share) | $17.65 |
Stockholders_Equity_Details_1_
Stockholders' Equity (Details 1) (Detail) (USD $) | 12 Months Ended | |
Share data in Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Number of Options | ||
Outstanding, beginning of year (in shares) | 32,739 | 19,740 |
Issued (in shares) | 401 | |
Forfeited / canceled (in shares) | 0 | |
Outstanding, end of year (in shares) | 32,739 | 19,740 |
Weighted-Average Exercise Price | ||
Issued (in usd per share) | $16.18 | |
Forfeited / canceled (in usd per share) | $0 | |
Aggregate Intrinsic Value | ||
Vested, end of year | $0 | |
Predecessor [Member] | ||
Number of Options | ||
Exercised (in shares) | 0 | |
Vested, end of year (in shares) | 0 | |
Exercisable, end of year (in shares) | 0 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning of year (in usd per share) | $0 | |
Exercised (in usd per share) | $0 | |
Outstanding, end of year (in usd per share) | $16.18 | |
Weighted-Average Remaining Contractual Term in Years | ||
Outstanding, end of year | 5 years 6 months | |
Aggregate Intrinsic Value | ||
Outstanding, beginning of year | 0 | |
Outstanding, end of year | 0 | |
Exercisable, end of year | $0 |
Stockholders_Equity_Details_2_
Stockholders' Equity (Details 2) (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life from date of grant (years) | 5 years |
Expected volatility | 35.00% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 1.76% |
Benefit_Plans_Benefit_Plans_Po
Benefit Plans Benefit Plans Post Retirement Medical Plan Benefit Obligation and Plan Assets (Details) (Postretirement Medical Plan [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Postretirement Medical Plan [Member] | |||
Change in benefit obligation: | |||
Benefit obligation at the beginning of year | $5,414 | $4,505 | $0 |
Acquisition of HIE | 0 | 4,385 | |
Service cost | 260 | 69 | |
Interest cost | 194 | 52 | |
Plan amendments | 48 | 0 | |
Actuarial loss (gain) | 407 | -1 | |
Projected benefit obligation at end of year | $5,414 | $4,505 | $0 |
Benefit_Plans_Benefit_Plans_Po1
Benefit Plans Benefit Plans Post Retirement Medical Plan Payments (Details) (Postretirement Medical Plan [Member], USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Postretirement Medical Plan [Member] | |
Estimated Future Benefit Payments | |
2015 | $14 |
2016 | 37 |
2017 | 74 |
2018 | 123 |
2019 | 195 |
2020-2024 | $2,359 |
Benefit_Plans_Benefit_Plans_Po2
Benefit Plans Benefit Plans Post Retirement Medical Plan Net Periodic Benefit Cost (Details) (Postretirement Medical Plan [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Postretirement Medical Plan [Member] | ||
Components of net periodic benefit cost: | ||
Service cost | $260 | $69 |
Interest cost | 194 | 52 |
Amortization of prior service cost | 9 | 0 |
Net periodic benefit cost | $463 | $121 |
Benefit_Plans_Benefit_Plans_Po3
Benefit Plans Benefit Plans Post Retirement Medical Plan Accumulated Other Comprehensive Income (Details) (Postretirement Medical Plan [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Postretirement Medical Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Prior service cost (credit) | $39 | $0 |
Net actuarial loss (gain) | 407 | -1 |
Total | $446 | ($1) |
Benefit_Plans_Benefit_Plans_Po4
Benefit Plans Benefit Plans Post Retirement Medical Plan Additional Information (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Defined Benefit Plans and Defined Contribution Plans Disclosures [Line Items] | ||
Company contribution percentage | 3.00% | |
Company maximum match percentage | 6.00% | |
Total plan contributions | $1,200 | $502 |
Post-retirement medical, maximum age of coverage | 65 | |
Post-retirement medical, minimum service requirement | 5 years | |
Post-retirement medical, minimum age of coverage | 55 | |
Post-retirement medical, post 55, pre 2006 employee percentage of monthly insurance | 20.00% | |
Post-retirement medical, post 55, post 2006 employee percentage of monthly insurance | 100.00% | |
Post-retirement medical, post 2006 reduction in premium service requirement | 10 years | |
Post-retirement medical, post 55 with post 2006 reduction in premium service requirement percentage of monthly insurance | 50.00% | |
Weighted-average discount rates used to determine the benefit obligations | 3.50% | 4.50% |
Weighted average discount rate use to determine net periodic benefit costs | 4.50% | 4.50% |
Minimum [Member] | ||
Schedule of Defined Benefit Plans and Defined Contribution Plans Disclosures [Line Items] | ||
Range of contribution percentage to employee directed investment accounts | 5.50% | |
Maximum [Member] | ||
Schedule of Defined Benefit Plans and Defined Contribution Plans Disclosures [Line Items] | ||
Range of contribution percentage to employee directed investment accounts | 8.50% |
Basic_and_Diluted_Loss_Per_Sha
Basic and Diluted Loss Per Share (Detail) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Net loss | ($47,041) | ($79,173) | ||
Basic weighted-average common stock outstanding | 32,739,000 | 19,740,000 | ||
Add dilutive effects of common stock equivalents | $0 | [1] | $0 | [1] |
Diluted weighted-average common stock outstanding | 32,739,000 | 19,740,000 | ||
Basic loss per common share attributable to common stockholders: | ||||
Net loss (in usd per share) | ($1.44) | [1] | ($4.01) | [1] |
Diluted loss per common share attributable to common stockholders: | ||||
Net loss (in usd per share) | ($1.44) | [1] | ($4.01) | [1] |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average number of shares issuable under the common stock warrants | 749,148 | 790,683 | ||
Diluted weighted-average common stock outstanding | 401,000 | 0 | ||
Long Term Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non vested balance, beginning of period | 567,000 | 524,000 | ||
[1] | Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per share. |
Income_Taxes_Textual_Detail
Income Taxes (Textual) (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Income Taxes [Line Items] | |
Net operating loss carryovers | 1,400,000,000 |
Capital Loss carryovers | 74,700,000 |
Alternative minimum tax credit carryovers | 800,000 |
Minimum [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards expiration year | 2027 |
Capital Loss carryovers, expiry year | 2015 |
Maximum [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards expiration year | 2033 |
Capital Loss carryovers, expiry year | 2016 |
Income_Taxes_Expense_Benefit_D
Income Taxes Expense (Benefit) (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Current: | ||
U.S.—Federal | $0 | $0 |
U.S.—State | -264 | -179 |
Foreign | -80 | 0 |
Deferred: | ||
U.S.—Federal | -14 | -14 |
U.S.—State | -177 | 193 |
Foreign | 80 | 0 |
Total | ($455) | $0 |
Income_Tax_Rate_Reconciliation
Income Tax Rate Reconciliation (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 35.00% | 35.00% |
State income taxes, net of federal benefit | 1.30% | |
Change in valuation allowance | -38.80% | -23.10% |
Permanent Items | 3.60% | -3.70% |
Provision to return adjustments | -0.10% | -8.10% |
Actual income tax rate | 1.00% | 0.00% |
Deferred_Tax_Asset_Liabilities
Deferred Tax Asset (Liabilities) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Net operating loss | $528,782 | $535,959 |
State deferred tax assets | 7,885 | 8,418 |
Capital loss carry forwards | 26,141 | 26,141 |
Property and equipment | 34,312 | 34,683 |
Investment in Piceance Energy | 31,334 | 32,138 |
Other | 6,112 | 2,510 |
Total deferred tax assets | 634,566 | 639,849 |
Valuation allowance | -631,599 | -637,464 |
Net deferred tax assets | 2,967 | 2,385 |
Deferred tax liabilities: | ||
Property and equipment | 0 | 5 |
Texadian Energy intangibles | 1,677 | 2,380 |
Other | 1,272 | 0 |
State liabilities | 57 | 216 |
Total deferred tax liabilities | 3,006 | 2,601 |
Total deferred tax liability, net | ($39) | ($216) |
Segment_Information_Detail
Segment Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment | |||
Revenues | $3,108,025 | $886,014 | |
Cost of revenues | 2,937,472 | 857,066 | |
Operating expense, excluding depreciation, depletion and amortization expense | 140,900 | 27,251 | |
Lease operating expense | 5,673 | 5,676 | |
Depreciation, depletion and amortization | 14,897 | 5,982 | |
Loss on sale of assets, net | 624 | -50 | |
Trust litigation and settlements | 6,206 | ||
General and administrative expense | 34,304 | 21,494 | |
Acquisition and integration expense | 11,687 | 9,794 | |
Operating loss | -37,532 | -47,405 | |
Interest expense and financing costs, net | -19,783 | -19,426 | |
Other income (expense), net | -312 | 758 | |
Change in value of common stock warrants | 4,433 | -10,159 | |
Change in value of contingent consideration | 2,849 | 0 | |
Equity earnings (losses) from Piceance Energy, LLC | 2,849 | -2,941 | |
Loss before income taxes | -47,496 | -79,173 | |
Income tax benefit (expense) | 455 | 0 | |
Net loss | -47,041 | -79,173 | |
Total assets | 741,007 | 813,213 | |
Goodwill | 20,786 | 20,603 | 20,603 |
Capital expenditures | 16,628 | 7,768 | |
Number of businsess segment | 3 | ||
Refining Distribution and Marketing [Member] | |||
Revenues | 2,912,881 | 778,126 | |
Cost of revenues | 2,753,961 | 773,583 | |
Operating expense, excluding depreciation, depletion and amortization expense | 140,900 | 27,251 | |
Lease operating expense | 0 | 0 | |
Depreciation, depletion and amortization | 10,242 | 2,267 | |
Loss on sale of assets, net | 0 | 0 | |
Trust litigation and settlements | 0 | ||
General and administrative expense | 15,604 | 2,896 | |
Acquisition and integration expense | 4,576 | 0 | |
Operating loss | -12,402 | -27,871 | |
Total assets | 460,600 | 641,840 | |
Goodwill | 13,613 | ||
Capital expenditures | 14,793 | 6,753 | |
Natural Gas and Oil Operations [Member] | |||
Revenues | 5,984 | 7,739 | |
Cost of revenues | 0 | 0 | |
Operating expense, excluding depreciation, depletion and amortization expense | 0 | 0 | |
Lease operating expense | 5,673 | 5,676 | |
Depreciation, depletion and amortization | 2,376 | 1,706 | |
Loss on sale of assets, net | 624 | -50 | |
Trust litigation and settlements | 0 | ||
General and administrative expense | 37 | 130 | |
Acquisition and integration expense | 0 | 0 | |
Operating loss | -2,726 | 277 | |
Total assets | 105,615 | 109,316 | |
Goodwill | 0 | 0 | |
Capital expenditures | 12 | 471 | |
Commodity Marketing And Logistics [Member] | |||
Revenues | 189,160 | 100,149 | |
Cost of revenues | 183,511 | 83,483 | |
Operating expense, excluding depreciation, depletion and amortization expense | 0 | 0 | |
Lease operating expense | 0 | 0 | |
Depreciation, depletion and amortization | 2,018 | 2,009 | |
Loss on sale of assets, net | 0 | 0 | |
Trust litigation and settlements | 0 | ||
General and administrative expense | 4,310 | 5,206 | |
Acquisition and integration expense | 0 | 0 | |
Operating loss | -679 | 9,451 | |
Total assets | 87,695 | 52,048 | |
Goodwill | 6,990 | 6,990 | |
Capital expenditures | 300 | 0 | |
Corporate and Other [Member] | |||
Revenues | 0 | 0 | |
Cost of revenues | 0 | 0 | |
Operating expense, excluding depreciation, depletion and amortization expense | 0 | 0 | |
Lease operating expense | 0 | 0 | |
Depreciation, depletion and amortization | 261 | 0 | |
Loss on sale of assets, net | 0 | 0 | |
Trust litigation and settlements | 6,206 | ||
General and administrative expense | 14,353 | 13,262 | |
Acquisition and integration expense | 7,111 | 9,794 | |
Operating loss | -21,725 | -29,262 | |
Total assets | 87,097 | 10,009 | |
Goodwill | 0 | 0 | |
Capital expenditures | $1,523 | $544 |
Related_Party_Transaction_Deta
Related Party Transaction (Details Textual) (Detail) (USD $) | 12 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 17, 2013 | |
Percentage ownership of Par common stock | 10.00% | |||
Service agreement costs | $0 | $0 | ||
Investor [Member] | ||||
Travel and out of pocket expenses | $50,000 | |||
Initial term of service agreements | 1 year | |||
Services Agreements, Renewal Term | 1 year | |||
Termination period between extension date | 60 days |
Disclosures_About_Capitalized_2
Disclosures About Capitalized Costs, Costs Incurred (Details) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Company: | ||
Proved properties | $1,122 | $4,949 |
Company [Member] | ||
Company: | ||
Unproved properties | 0 | 0 |
Proved properties | 1,122 | 4,949 |
Oil and Gas Property, Successful Effort Method, Gross, Total | 1,122 | 4,949 |
Accumulated depreciation and depletion | -824 | -1,868 |
Oil and gas property, successful efforts method | 298 | 3,081 |
Company's Share of Piceance Energy [Member] | ||
Company: | ||
Unproved properties | 15,872 | 15,763 |
Proved properties | 183,937 | 168,378 |
Oil and Gas Property, Successful Effort Method, Gross, Total | 199,809 | 184,141 |
Accumulated depreciation and depletion | -49,666 | -38,452 |
Oil and gas property, successful efforts method | $150,143 | $145,689 |
Disclosures_About_Capitalized_3
Disclosures About Capitalized Costs, Costs Incurred (Details 1) (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Company [Member] | ||
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items] | ||
Development costs incurred on proved undeveloped reserves | $0 | $0 |
Development costs—other | 102 | 142 |
Total | 102 | 142 |
Company's Share of Piceance Energy [Member] | ||
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items] | ||
Development costs—other | 15,599 | 6,380 |
Unproved properties acquisition costs | 0 | 0 |
Total | $15,599 | $6,380 |
Disclosures_About_Capitalized_4
Disclosures About Capitalized Costs, Costs Incurred (Details 2) (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Revenue: | ||
Oil and gas revenues | $5,984 | $7,739 |
Company [Member] | ||
Revenue: | ||
Oil and gas revenues | 5,984 | 7,739 |
Expenses: | ||
Production costs | 5,673 | 5,696 |
Depletion and amortization | 2,376 | 1,593 |
Exploration | 0 | 0 |
Abandoned and impaired properties | 0 | 0 |
Results of operations of oil and gas producing activities | -2,065 | 450 |
Company's Share of Piceance Energy [Member] | ||
Revenue: | ||
Oil and gas revenues | 26,829 | 20,364 |
Expenses: | ||
Production costs | 11,140 | 9,885 |
Depletion and amortization | 10,921 | 8,855 |
Results of operations of oil and gas producing activities | 4,768 | 1,624 |
Total Company and Piceance Energy income from operations of oil and gas producing activities | $2,703 | $2,074 |
Information_Regarding_Proved_O2
Information Regarding Proved Oil and Gas Reserves (Details) (Detail) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | |||
MMcf | MMcf | |||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||||
Ending Balance | 253,739 | [1] | ||
Proved developed reserve | 58,546 | [1] | 57,907 | [1] |
Proved undeveloped reserve | 195,193 | [1] | 178,680 | [1] |
Company [Member] | ||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||||
Beginning Balance | 2,078 | [1] | 2,163 | [1] |
Revisions of quantity estimate | -211 | [1] | 557 | [1] |
Extensions and discoveries | 14 | [1] | 25 | [1] |
Production | -716 | [1] | -667 | [1] |
Ending Balance | 1,165 | [1] | 2,078 | [1] |
Proved developed reserve | 1,165 | [1] | 2,078 | [1] |
Proved undeveloped reserve | 0 | [1] | 0 | [1] |
Company's Share of Piceance Energy [Member] | ||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||||
Beginning Balance | 234,509 | [1] | 165,700 | [1] |
Revisions of quantity estimate | -1,054 | [1] | 90,387 | [1] |
Extensions and discoveries | 24,808 | [1] | -6,643 | [1] |
Production | -5,689 | [1] | -14,935 | [1] |
Ending Balance | 252,574 | [1] | 234,509 | [1] |
Proved developed reserve | 57,381 | [1] | 55,829 | [1] |
Proved undeveloped reserve | 195,193 | [1] | 178,680 | [1] |
Natural Gas [Member] | ||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||||
Ending Balance | 212,351 | |||
Proved developed reserve | 49,456 | 45,734 | ||
Proved undeveloped reserve | 162,895 | 141,525 | ||
Natural Gas [Member] | Company [Member] | ||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||||
Beginning Balance | 662 | 446 | ||
Revisions of quantity estimate | 65 | 460 | ||
Extensions and discoveries | 8 | 9 | ||
Production | -134 | -253 | ||
Ending Balance | 601 | 662 | ||
Proved developed reserve | 601 | 662 | ||
Proved undeveloped reserve | 0 | 0 | ||
Base Pricing, before adjustments for contractual differentials | 4.36 | [2] | 3.53 | [2] |
Natural Gas [Member] | Company's Share of Piceance Energy [Member] | ||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||||
Beginning Balance | 186,597 | 122,650 | ||
Revisions of quantity estimate | 8,876 | 72,436 | ||
Extensions and discoveries | 21,108 | 3,599 | ||
Production | -4,831 | -12,088 | ||
Ending Balance | 211,750 | 186,597 | ||
Proved developed reserve | 48,855 | 45,072 | ||
Proved undeveloped reserve | 162,895 | 141,525 | ||
Oil [Member] | ||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||||
Ending Balance | 805 | |||
Proved developed reserve | 272 | 401 | ||
Proved undeveloped reserve | 533 | 419 | ||
Oil [Member] | Company [Member] | ||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||||
Beginning Balance | 236 | 286 | ||
Revisions of quantity estimate | -67 | 16 | ||
Extensions and discoveries | 1 | 3 | ||
Production | -93 | -69 | ||
Ending Balance | 77 | 236 | ||
Proved developed reserve | 77 | 236 | ||
Proved undeveloped reserve | 0 | 0 | ||
Base Pricing, before adjustments for contractual differentials | 94.99 | [2] | 96.91 | [2] |
Oil [Member] | Company's Share of Piceance Energy [Member] | ||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||||
Beginning Balance | 584 | 831 | ||
Revisions of quantity estimate | 34 | 174 | ||
Extensions and discoveries | 128 | -374 | ||
Production | -18 | -47 | ||
Ending Balance | 728 | 584 | ||
Proved developed reserve | 195 | 165 | ||
Proved undeveloped reserve | 533 | 419 | ||
Natural Gas Liquids [Member] | ||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||||
Ending Balance | 6,093 | |||
Proved developed reserve | 1,243 | 1,627 | ||
Proved undeveloped reserve | 4,850 | 5,774 | ||
Natural Gas Liquids [Member] | Company [Member] | ||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||||
Beginning Balance | 0 | 0 | ||
Revisions of quantity estimate | 21 | 0 | ||
Extensions and discoveries | 0 | 0 | ||
Production | -4 | 0 | ||
Ending Balance | 17 | 0 | ||
Proved developed reserve | 17 | 0 | ||
Proved undeveloped reserve | 0 | 0 | ||
Natural Gas Liquids [Member] | Company's Share of Piceance Energy [Member] | ||||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||||
Beginning Balance | 7,401 | 6,345 | ||
Revisions of quantity estimate | -1,689 | 2,818 | ||
Extensions and discoveries | 489 | -1,334 | ||
Production | -125 | -428 | ||
Ending Balance | 6,076 | 7,401 | ||
Proved developed reserve | 1,226 | 1,627 | ||
Proved undeveloped reserve | 4,850 | 5,774 | ||
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOmYxNWExMGZiN2RmMTRlNzY5MGFhN2I5ZjdkYTM1NmEyfFRleHRTZWxlY3Rpb246Mjk1N0U4QTU3OEYzOEI4NDNDRTg1NjJDRTNGRDJDQTIM} | |||
[2] | No income tax provision is included in the standardized measure calculation shown above as we do not project to be taxable or pay cash income taxes based on its available tax assets and additional tax assets generated in the development of its reserves because the tax basis of its oil and gas properties and NOL carryforwards exceeds the amount of discounted future net earnings. |
Information_Regarding_Proved_O3
Information Regarding Proved Oil and Gas Reserves (Details 1) (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | ||
Company [Member] | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Discount Rate Used To Present Value Future Net Revenues From Proved Reserves | 10.00% | |||
Future net cash flows | $10,452 | $26,861 | ||
Production | 7,760 | 21,999 | ||
Development and abandonment | 37 | 319 | ||
Income taxes | 0 | [1] | 0 | [1] |
Future net cash flows | 2,655 | 4,543 | ||
10% discount factor | -889 | -1,006 | ||
Standardized measure of discounted future net cash flows | 1,766 | 3,537 | ||
Company's Share of Piceance Energy [Member] | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Future net cash flows | 1,268,704 | 984,205 | ||
Production | 539,796 | 430,506 | ||
Development and abandonment | 236,027 | 234,905 | ||
Income taxes | 0 | [1] | 0 | [1] |
Future net cash flows | 492,881 | 318,794 | ||
10% discount factor | -322,282 | -229,469 | ||
Standardized measure of discounted future net cash flows | 170,599 | 89,325 | ||
Total Company and Company share of equity investee in the standardized measure of discounted future net revenues | $172,365 | $92,862 | ||
[1] | No income tax provision is included in the standardized measure calculation shown above as we do not project to be taxable or pay cash income taxes based on its available tax assets and additional tax assets generated in the development of its reserves because the tax basis of its oil and gas properties and NOL carryforwards exceeds the amount of discounted future net earnings. |
Information_Regarding_Proved_O4
Information Regarding Proved Oil and Gas Reserves (Details 2) (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||
Beginning of the period | $92,862 | $79,969 |
Sales of oil and gas production during the period, net of production costs | -5,051 | 12,522 |
Net change in prices and production costs | 35,806 | -6,421 |
Changes in estimated future development costs | -6,174 | 8,831 |
Extensions, discoveries and improved recovery | 4,999 | 15,618 |
Revisions of previous quantity estimates, estimated timing of development and other | 26,521 | -4,553 |
Previously estimated development and abandonment costs incurred during the period | 14,115 | 3,142 |
Other | 0 | 801 |
Accretion of discount | 9,287 | 7,997 |
End of period | 172,365 | 92,862 |
Company [Member] | ||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||
Beginning of the period | 3,537 | 8,010 |
Sales of oil and gas production during the period, net of production costs | -1,288 | 2,044 |
Net change in prices and production costs | -31 | -3,833 |
Changes in estimated future development costs | 118 | 0 |
Extensions, discoveries and improved recovery | 85 | 147 |
Revisions of previous quantity estimates, estimated timing of development and other | -1,111 | 395 |
Previously estimated development and abandonment costs incurred during the period | 102 | 0 |
Other | 0 | 61 |
Accretion of discount | 354 | 801 |
End of period | 1,766 | 3,537 |
Company's Share of Piceance Energy [Member] | ||
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward] | ||
Beginning of the period | 89,325 | 71,959 |
Sales of oil and gas production during the period, net of production costs | -3,763 | 10,478 |
Net change in prices and production costs | 35,837 | -2,588 |
Changes in estimated future development costs | -6,292 | 8,831 |
Extensions, discoveries and improved recovery | 4,914 | 15,471 |
Revisions of previous quantity estimates, estimated timing of development and other | 27,632 | -4,948 |
Previously estimated development and abandonment costs incurred during the period | 14,013 | 3,142 |
Other | 0 | 740 |
Accretion of discount | 8,933 | 7,196 |
End of period | $170,599 | $89,325 |