ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
84-1060803
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(State or other jurisdiction of
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(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
ý
|
|
|
|
|
|
Non-accelerated filer
|
¨
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(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
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Page No.
|
||
Item 1.
|
|
|
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
|
|||
Current assets
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
56,254
|
|
|
$
|
167,788
|
|
Restricted cash
|
11,246
|
|
|
748
|
|
||
Trade accounts receivable
|
81,989
|
|
|
68,342
|
|
||
Inventories
|
196,951
|
|
|
219,437
|
|
||
Prepaid and other current assets
|
43,160
|
|
|
75,437
|
|
||
Total current assets
|
389,600
|
|
|
531,752
|
|
||
Property and equipment
|
|
|
|
|
|||
Property, plant and equipment
|
497,212
|
|
|
220,863
|
|
||
Proved oil and gas properties, at cost, successful efforts method of accounting
|
1,122
|
|
|
1,122
|
|
||
Total property and equipment
|
498,334
|
|
|
221,985
|
|
||
Less accumulated depreciation and depletion
|
(41,741
|
)
|
|
(26,845
|
)
|
||
Property and equipment, net
|
456,593
|
|
|
195,140
|
|
||
Long-term assets
|
|
|
|
|
|||
Investment in Laramie Energy, LLC
|
116,044
|
|
|
76,203
|
|
||
Intangible assets, net
|
30,739
|
|
|
34,368
|
|
||
Goodwill
|
104,004
|
|
|
41,327
|
|
||
Other long-term assets
|
47,530
|
|
|
13,471
|
|
||
Total assets
|
$
|
1,144,510
|
|
|
$
|
892,261
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|||
Current liabilities
|
|
|
|
|
|||
Current maturities of long-term debt
|
$
|
23,486
|
|
|
$
|
11,000
|
|
Obligations under inventory financing agreements
|
237,944
|
|
|
237,709
|
|
||
Accounts payable
|
52,860
|
|
|
27,428
|
|
||
Current portion of contingent consideration
|
17
|
|
|
19,880
|
|
||
Other accrued liabilities
|
70,887
|
|
|
69,023
|
|
||
Total current liabilities
|
385,194
|
|
|
365,040
|
|
||
Long-term liabilities
|
|
|
|
|
|||
Long-term debt, net of current maturities
|
357,300
|
|
|
154,212
|
|
||
Common stock warrants
|
4,619
|
|
|
8,096
|
|
||
Contingent consideration
|
—
|
|
|
7,701
|
|
||
Long-term capital lease obligations
|
1,498
|
|
|
1,175
|
|
||
Other liabilities
|
43,806
|
|
|
15,426
|
|
||
Total liabilities
|
792,417
|
|
|
551,650
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Stockholders’ equity
|
|
|
|
|
|||
Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 500,000,000 shares authorized at September 30, 2016 and December 31, 2015, 45,509,029 shares and 41,009,924 shares issued at September 30, 2016 and December 31, 2015, respectively
|
455
|
|
|
410
|
|
||
Additional paid-in capital
|
586,124
|
|
|
515,165
|
|
||
Accumulated deficit
|
(234,486
|
)
|
|
(174,964
|
)
|
||
Total stockholders’ equity
|
352,093
|
|
|
340,611
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,144,510
|
|
|
$
|
892,261
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
510,305
|
|
|
$
|
495,503
|
|
|
$
|
1,301,909
|
|
|
$
|
1,622,873
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||
Cost of revenues (excluding depreciation)
|
459,296
|
|
|
405,153
|
|
|
1,166,347
|
|
|
1,387,690
|
|
||||
Operating expense (excluding depreciation)
|
51,230
|
|
|
38,047
|
|
|
125,191
|
|
|
102,798
|
|
||||
Lease operating expense
|
10
|
|
|
1,575
|
|
|
134
|
|
|
4,614
|
|
||||
Depreciation, depletion and amortization
|
9,643
|
|
|
4,596
|
|
|
19,839
|
|
|
12,852
|
|
||||
Impairment expense
|
—
|
|
|
9,639
|
|
|
—
|
|
|
9,639
|
|
||||
General and administrative expense
|
9,863
|
|
|
9,939
|
|
|
31,654
|
|
|
31,878
|
|
||||
Acquisition and integration expense
|
2,047
|
|
|
280
|
|
|
3,563
|
|
|
1,811
|
|
||||
Total operating expenses
|
532,089
|
|
|
469,229
|
|
|
1,346,728
|
|
|
1,551,282
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss)
|
(21,784
|
)
|
|
26,274
|
|
|
(44,819
|
)
|
|
71,591
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense and financing costs, net
|
(11,232
|
)
|
|
(4,387
|
)
|
|
(21,951
|
)
|
|
(15,769
|
)
|
||||
Loss on termination of financing agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,229
|
)
|
||||
Other income (expense), net
|
(56
|
)
|
|
(45
|
)
|
|
60
|
|
|
(199
|
)
|
||||
Change in value of common stock warrants
|
657
|
|
|
(1,023
|
)
|
|
3,477
|
|
|
(2,732
|
)
|
||||
Change in value of contingent consideration
|
1,025
|
|
|
(4,255
|
)
|
|
10,753
|
|
|
(18,679
|
)
|
||||
Equity earnings (losses) from Laramie Energy, LLC
|
3,659
|
|
|
(1,355
|
)
|
|
(15,159
|
)
|
|
(6,131
|
)
|
||||
Total other income (expense), net
|
(5,947
|
)
|
|
(11,065
|
)
|
|
(22,820
|
)
|
|
(62,739
|
)
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) before income taxes
|
(27,731
|
)
|
|
15,209
|
|
|
(67,639
|
)
|
|
8,852
|
|
||||
Income tax benefit (expense)
|
(30
|
)
|
|
(469
|
)
|
|
8,117
|
|
|
18,073
|
|
||||
Net income (loss)
|
$
|
(27,761
|
)
|
|
$
|
14,740
|
|
|
$
|
(59,522
|
)
|
|
$
|
26,925
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.67
|
)
|
|
$
|
0.39
|
|
|
$
|
(1.44
|
)
|
|
$
|
0.72
|
|
Diluted
|
$
|
(0.67
|
)
|
|
$
|
0.39
|
|
|
$
|
(1.44
|
)
|
|
$
|
0.72
|
|
Weighted-average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
41,580
|
|
|
37,390
|
|
|
41,309
|
|
|
37,304
|
|
||||
Diluted
|
41,580
|
|
|
37,400
|
|
|
41,309
|
|
|
37,331
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
(59,522
|
)
|
|
$
|
26,925
|
|
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation, depletion and amortization
|
19,839
|
|
|
12,852
|
|
||
Impairment expense
|
—
|
|
|
9,639
|
|
||
Loss on termination of financing agreements
|
—
|
|
|
19,229
|
|
||
Non-cash interest expense
|
11,426
|
|
|
10,885
|
|
||
Change in value of common stock warrants
|
(3,477
|
)
|
|
2,732
|
|
||
Change in value of contingent consideration
|
(10,753
|
)
|
|
18,679
|
|
||
Deferred taxes
|
(8,565
|
)
|
|
(18,073
|
)
|
||
Stock-based compensation
|
5,103
|
|
|
4,040
|
|
||
Unrealized loss (gain) on derivative contracts
|
(5,804
|
)
|
|
4,786
|
|
||
Equity losses from Laramie Energy, LLC
|
15,159
|
|
|
6,131
|
|
||
Net changes in operating assets and liabilities:
|
|
|
|
|
|
||
Trade accounts receivable
|
3,233
|
|
|
42,432
|
|
||
Prepaid and other assets
|
29,258
|
|
|
(851
|
)
|
||
Inventories
|
50,390
|
|
|
19,382
|
|
||
Deferred turnaround expenditures
|
(34,969
|
)
|
|
—
|
|
||
Obligations under inventory financing agreements
|
(11,795
|
)
|
|
19,719
|
|
||
Accounts payable and other accrued liabilities
|
(35,941
|
)
|
|
(34,161
|
)
|
||
Contingent consideration
|
(4,830
|
)
|
|
—
|
|
||
Net cash provided by (used in) operating activities
|
(41,248
|
)
|
|
144,346
|
|
||
Cash flows from investing activities
|
|
|
|
|
|
||
Acquisition of Wyoming Refining Company, net of cash acquired
|
(209,183
|
)
|
|
—
|
|
||
Acquisition of Par Hawaii, Inc., net of cash acquired
|
—
|
|
|
(64,360
|
)
|
||
Capital expenditures
|
(19,276
|
)
|
|
(15,857
|
)
|
||
Proceeds from sale of assets
|
2,323
|
|
|
—
|
|
||
Change in restricted cash
|
(10,000
|
)
|
|
—
|
|
||
Investment in Laramie Energy, LLC
|
(55,000
|
)
|
|
(27,529
|
)
|
||
Net cash used in investing activities
|
(291,136
|
)
|
|
(107,746
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
|
||
Proceeds from sale of common stock, net of offering costs
|
49,315
|
|
|
539
|
|
||
Proceeds from borrowings
|
301,782
|
|
|
90,900
|
|
||
Repayments of borrowings
|
(137,791
|
)
|
|
(114,164
|
)
|
||
Net borrowings (repayments) on deferred payment arrangement
|
26,654
|
|
|
(8,492
|
)
|
||
Payment of deferred loan costs
|
(6,805
|
)
|
|
(5,941
|
)
|
||
Purchase of common stock for retirement
|
(325
|
)
|
|
—
|
|
||
Contingent consideration settlements
|
(11,980
|
)
|
|
—
|
|
||
Proceeds from inventory financing agreements
|
—
|
|
|
271,000
|
|
||
Payments for termination of supply and exchange agreements
|
—
|
|
|
(257,811
|
)
|
||
Net cash provided by (used in) financing activities
|
220,850
|
|
|
(23,969
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(111,534
|
)
|
|
12,631
|
|
||
Cash and cash equivalents at beginning of period
|
167,788
|
|
|
89,210
|
|
||
Cash and cash equivalents at end of period
|
$
|
56,254
|
|
|
$
|
101,841
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||
Cash received (paid) for:
|
|
|
|
||||
Interest
|
$
|
(7,573
|
)
|
|
$
|
(4,224
|
)
|
Taxes
|
139
|
|
|
357
|
|
||
Non-cash investing and financing activities:
|
|
|
|
|
|
||
Accrued capital expenditures
|
$
|
2,583
|
|
|
$
|
2,852
|
|
Value of warrants and debt reclassified to equity
|
$
|
3,084
|
|
|
$
|
7,730
|
|
|
Nine Months Ended September 30, 2016
|
||
Beginning balance
|
$
|
76,203
|
|
Equity losses from Laramie
|
(19,455
|
)
|
|
Accretion of basis difference
|
4,296
|
|
|
Investments
|
55,000
|
|
|
Ending balance
|
$
|
116,044
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Current assets
|
$
|
9,302
|
|
|
$
|
8,511
|
|
Non-current assets
|
651,868
|
|
|
514,206
|
|
||
Current liabilities
|
39,097
|
|
|
18,158
|
|
||
Non-current liabilities
|
179,899
|
|
|
98,624
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Natural gas and oil revenues
|
$
|
31,091
|
|
|
$
|
11,464
|
|
|
$
|
68,513
|
|
|
$
|
32,687
|
|
Loss from operations
|
(4,929
|
)
|
|
(6,201
|
)
|
|
(28,282
|
)
|
|
(21,487
|
)
|
||||
Net income (loss)
|
5,056
|
|
|
(4,717
|
)
|
|
(41,183
|
)
|
|
(20,126
|
)
|
Cash
|
$
|
183
|
|
Accounts receivable
|
16,880
|
|
|
Inventories
|
27,904
|
|
|
Prepaid and other assets
|
1,304
|
|
|
Property, plant and equipment
|
258,095
|
|
|
Goodwill (1)
|
63,266
|
|
|
Total assets (2)
|
367,632
|
|
|
Accounts payable and other current liabilities
|
(57,861
|
)
|
|
Wyoming Refining Senior Secured Revolver
|
(10,100
|
)
|
|
Wyoming Refining Senior Secured Term Loan
|
(58,036
|
)
|
|
Other non-current liabilities
|
(32,269
|
)
|
|
Total liabilities
|
(158,266
|
)
|
|
Total
|
$
|
209,366
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
522,163
|
|
|
$
|
598,211
|
|
|
$
|
1,463,101
|
|
|
$
|
1,889,449
|
|
Net income (loss)
|
(26,384
|
)
|
|
22,651
|
|
|
(64,926
|
)
|
|
36,915
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.58
|
)
|
|
$
|
0.58
|
|
|
$
|
(1.43
|
)
|
|
$
|
0.99
|
|
Diluted
|
$
|
(0.58
|
)
|
|
$
|
0.49
|
|
|
$
|
(1.43
|
)
|
|
$
|
0.85
|
|
|
Nine Months Ended September 30, 2015
|
||
Revenues
|
$
|
1,649,915
|
|
Net income
|
10,069
|
|
|
Titled Inventory
|
|
Supply and Offtake Agreements (1)
|
|
Total
|
||||||
Crude oil and feedstocks
|
$
|
12,117
|
|
|
$
|
47,852
|
|
|
$
|
59,969
|
|
Refined products and blendstock
|
37,749
|
|
|
79,297
|
|
|
117,046
|
|
|||
Warehouse stock and other
|
19,936
|
|
|
—
|
|
|
19,936
|
|
|||
Total
|
$
|
69,802
|
|
|
$
|
127,149
|
|
|
$
|
196,951
|
|
|
Titled Inventory
|
|
Supply and Offtake Agreements
(1)
|
|
Total
|
||||||
Crude oil and feedstocks
|
$
|
18,404
|
|
|
$
|
68,126
|
|
|
$
|
86,530
|
|
Refined products and blendstock
|
28,023
|
|
|
87,608
|
|
|
115,631
|
|
|||
Warehouse stock and other
|
17,276
|
|
|
—
|
|
|
17,276
|
|
|||
Total
|
$
|
63,703
|
|
|
$
|
155,734
|
|
|
$
|
219,437
|
|
(1)
|
Please read
Note 8—Inventory Financing Agreements
for further information.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Advances to suppliers for crude oil purchases
|
$
|
33,626
|
|
|
$
|
36,247
|
|
Collateral posted with broker for derivative instruments
|
5,944
|
|
|
20,926
|
|
||
Prepaid insurance
|
13
|
|
|
6,773
|
|
||
Derivative assets
|
—
|
|
|
4,577
|
|
||
Other
|
3,577
|
|
|
6,914
|
|
||
Total
|
$
|
43,160
|
|
|
$
|
75,437
|
|
Balance at beginning of period
|
$
|
41,327
|
|
Acquisition of Wyoming Refining Company (1)
|
63,266
|
|
|
Mid Pac acquisition purchase price allocation adjustments (1)
|
(589
|
)
|
|
Balance at end of period
|
$
|
104,004
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Hawaii Retail Credit Facilities (1)
|
$
|
99,712
|
|
|
$
|
110,000
|
|
5% Convertible Senior Notes due 2021
|
115,000
|
|
|
—
|
|
||
Term Loan
|
58,613
|
|
|
60,119
|
|
||
Par Wyoming Holdings Term Loan
|
65,000
|
|
|
—
|
|
||
Wyoming Refining Senior Secured Term Loan
|
58,036
|
|
|
—
|
|
||
Wyoming Refining Senior Secured Revolver
|
16,600
|
|
|
—
|
|
||
Principal amount of long-term debt
|
412,961
|
|
|
170,119
|
|
||
Less: unamortized discount and deferred financing costs
|
(32,175
|
)
|
|
(4,907
|
)
|
||
Total debt, net of unamortized discount and deferred financing costs
|
380,786
|
|
|
165,212
|
|
||
Less: current maturities
|
(23,486
|
)
|
|
(11,000
|
)
|
||
Long-term debt, net of current maturities
|
$
|
357,300
|
|
|
$
|
154,212
|
|
(1)
|
Represents credit agreement with Keybank (formerly the "Keybank Credit Agreement").
|
Year Ended
|
|
Amount Due
|
||
2016
|
|
$
|
8,271
|
|
2017
|
|
20,286
|
|
|
2018
|
|
132,642
|
|
|
2019
|
|
11,000
|
|
|
2020
|
|
11,000
|
|
|
Thereafter
|
|
229,762
|
|
|
|
|
$
|
412,961
|
|
Period (as of last day of)
|
|
Maximum Leverage Ratio
|
July 31, 2016
|
|
2.50 to 1.00
|
August 31, 2016
|
|
2.50 to 1.00
|
September 30, 2016
|
|
2.50 to 1.00
|
October 31, 2016
|
|
3.00 to 1.00
|
November 30, 2016
|
|
3.00 to 1.00
|
December 31, 2016 and the last day of each fiscal quarter thereafter
|
|
3.00 to 1.00
|
•
|
futures and OTC swaps sales of
634 thousand
barrels that economically hedge our crude oil and refined products inventory;
|
•
|
futures sales of
85 thousand
barrels that economically hedge our physical inventory for our Texadian segment; and
|
•
|
option collars of
52 thousand
barrels per month through
December 2017
and option collars and OTC swaps of
20 thousand
barrels per month through
December 2018
that economically hedge our internally consumed fuel.
|
|
Balance Sheet Location
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
|
|
Asset (Liability)
|
||||||
Commodity derivatives (1)
|
Prepaid and other current assets
|
|
$
|
—
|
|
|
$
|
4,577
|
|
Commodity derivatives (1)
|
Other long-term assets
|
|
1,997
|
|
|
—
|
|
||
Commodity derivatives
|
Other accrued liabilities
|
|
(5,149
|
)
|
|
(9,534
|
)
|
||
Commodity derivatives
|
Other liabilities
|
|
(430
|
)
|
|
(4,925
|
)
|
||
J. Aron repurchase obligation derivative
|
Obligations under inventory financing agreements
|
|
(10,546
|
)
|
|
9,810
|
|
||
Interest rate derivatives
|
Other long-term assets
|
|
151
|
|
|
—
|
|
||
Interest rate derivatives
|
Other accrued liabilities
|
|
(430
|
)
|
|
—
|
|
||
Interest rate derivatives
|
Other liabilities
|
|
(216
|
)
|
|
—
|
|
(1)
|
Does not include cash collateral of
$6.0 million
and
$20.9 million
recorded in Prepaid and other current assets and
$7.0 million
and
$7.0 million
in Other long-term assets as of
September 30, 2016
and
December 31, 2015
, respectively.
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
Statement of Operations Location
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Commodity derivatives
|
Cost of revenues (excluding depreciation)
|
|
$
|
(3,028
|
)
|
|
$
|
10,940
|
|
|
$
|
(3,117
|
)
|
|
$
|
13,512
|
|
J. Aron repurchase obligation derivative
|
Cost of revenues (excluding depreciation)
|
|
(8,300
|
)
|
|
—
|
|
|
(20,356
|
)
|
|
—
|
|
||||
Interest rate derivatives
|
Interest expense
|
|
1,204
|
|
|
—
|
|
|
(1,098
|
)
|
|
—
|
|
|
|
December 31, 2015
|
||
Stock price
|
|
$
|
23.54
|
|
Weighted-average exercise price
|
|
$
|
0.10
|
|
Term (years)
|
|
6.67
|
|
|
Risk-free interest rate
|
|
2.04
|
%
|
|
Expected volatility
|
|
43.0
|
%
|
|
September 30, 2016
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Effect of Counter-Party Netting
|
|
Net Carrying Value on Balance Sheet (1)
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
$
|
—
|
|
|
$
|
9,290
|
|
|
$
|
—
|
|
|
$
|
9,290
|
|
|
$
|
(7,293
|
)
|
|
$
|
1,997
|
|
Interest rate derivatives
|
—
|
|
|
228
|
|
|
—
|
|
|
228
|
|
|
(77
|
)
|
|
151
|
|
||||||
Total
|
$
|
—
|
|
|
$
|
9,518
|
|
|
$
|
—
|
|
|
$
|
9,518
|
|
|
$
|
(7,370
|
)
|
|
$
|
2,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock warrants
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,619
|
)
|
|
$
|
(4,619
|
)
|
|
$
|
—
|
|
|
$
|
(4,619
|
)
|
Contingent consideration
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
||||||
Commodity derivatives
|
(2,322
|
)
|
|
(10,550
|
)
|
|
—
|
|
|
(12,872
|
)
|
|
7,293
|
|
|
(5,579
|
)
|
||||||
J. Aron repurchase obligation derivative
|
—
|
|
|
—
|
|
|
(10,546
|
)
|
|
(10,546
|
)
|
|
—
|
|
|
(10,546
|
)
|
||||||
Interest rate derivatives
|
—
|
|
|
(723
|
)
|
|
—
|
|
|
(723
|
)
|
|
77
|
|
|
(646
|
)
|
||||||
Total
|
$
|
(2,322
|
)
|
|
$
|
(11,273
|
)
|
|
$
|
(15,182
|
)
|
|
$
|
(28,777
|
)
|
|
$
|
7,370
|
|
|
$
|
(21,407
|
)
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Effect of Counter-Party Netting
|
|
Net Carrying Value on Balance Sheet (1)
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
$
|
429
|
|
|
$
|
33,797
|
|
|
$
|
—
|
|
|
$
|
34,226
|
|
|
$
|
(29,649
|
)
|
|
$
|
4,577
|
|
J. Aron repurchase obligation derivative
|
—
|
|
|
—
|
|
|
9,810
|
|
|
9,810
|
|
|
(9,810
|
)
|
|
—
|
|
||||||
Total
|
$
|
429
|
|
|
$
|
33,797
|
|
|
$
|
9,810
|
|
|
$
|
44,036
|
|
|
$
|
(39,459
|
)
|
|
$
|
4,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock warrants
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(8,096
|
)
|
|
$
|
(8,096
|
)
|
|
$
|
—
|
|
|
$
|
(8,096
|
)
|
Contingent consideration
|
—
|
|
|
—
|
|
|
(27,581
|
)
|
|
(27,581
|
)
|
|
—
|
|
|
(27,581
|
)
|
||||||
Commodity derivatives
|
(396
|
)
|
|
(43,712
|
)
|
|
—
|
|
|
(44,108
|
)
|
|
29,649
|
|
|
(14,459
|
)
|
||||||
J. Aron repurchase obligation derivative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,810
|
|
|
9,810
|
|
||||||
Total
|
$
|
(396
|
)
|
|
$
|
(43,712
|
)
|
|
$
|
(35,677
|
)
|
|
$
|
(79,785
|
)
|
|
$
|
39,459
|
|
|
$
|
(40,326
|
)
|
(1)
|
Does not include cash collateral of
$13.0 million
and
$28.0 million
as of
September 30, 2016
and
December 31, 2015
, respectively, included within
Prepaid and other current assets
and
Other long-term assets
on our condensed consolidated balance sheets.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Balance, at beginning of period
|
$
|
(8,564
|
)
|
|
$
|
(37,387
|
)
|
|
$
|
(25,867
|
)
|
|
$
|
(21,254
|
)
|
Settlements
|
—
|
|
|
7,691
|
|
|
16,810
|
|
|
7,691
|
|
||||
Total unrealized income (loss) included in earnings
|
(6,618
|
)
|
|
(5,278
|
)
|
|
(6,125
|
)
|
|
(21,411
|
)
|
||||
Balance, at end of period
|
$
|
(15,182
|
)
|
|
$
|
(34,974
|
)
|
|
$
|
(15,182
|
)
|
|
$
|
(34,974
|
)
|
|
September 30, 2016
|
||||||
|
Carrying Value
|
|
Fair Value (1)
|
||||
Hawaii Retail Credit Agreement (2)
|
$
|
99,712
|
|
|
$
|
99,712
|
|
5% Convertible Senior Notes due 2021 (3)
|
90,011
|
|
|
115,491
|
|
||
Term Loan
|
58,613
|
|
|
60,854
|
|
||
Par Wyoming Holdings Term Loan (2)
|
63,508
|
|
|
63,508
|
|
||
Wyoming Refining Senior Secured Term Loan (2)
|
57,768
|
|
|
57,768
|
|
||
Wyoming Refining Senior Secured Revolver (2)
|
16,604
|
|
|
16,604
|
|
||
Common stock warrants
|
4,619
|
|
|
4,619
|
|
||
Contingent consideration
|
17
|
|
|
17
|
|
|
December 31, 2015
|
||||||
|
Carrying Value
|
|
Fair Value (1)
|
||||
Hawaii Retail Credit Agreement (2)
|
$
|
110,000
|
|
|
$
|
110,000
|
|
Term Loan
|
60,119
|
|
|
62,037
|
|
||
Common stock warrants
|
8,096
|
|
|
8,096
|
|
||
Contingent consideration
|
27,581
|
|
|
27,581
|
|
(1)
|
The fair values of these instruments are considered Level 3 measurements in the fair value hierarchy with the exception of the fair value measurement of the
5.00% Convertible Senior Notes
which is considered a Level 2 measurement as discussed below.
|
(2)
|
Fair value approximates carrying value due to the floating rate interest which approximates a current market rate.
|
(3)
|
The carrying value of the
5.00% Convertible Senior Notes
excludes the fair value of the equity component, which was classified as equity upon issuance.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Restricted Stock Awards
|
$
|
791
|
|
|
$
|
684
|
|
|
$
|
2,241
|
|
|
$
|
3,050
|
|
Restricted Stock Units
|
62
|
|
|
—
|
|
|
1,167
|
|
|
—
|
|
||||
Stock Option Awards
|
756
|
|
|
380
|
|
|
1,695
|
|
|
994
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss)
|
$
|
(27,761
|
)
|
|
$
|
14,740
|
|
|
$
|
(59,522
|
)
|
|
$
|
26,925
|
|
Undistributed income allocated to participating securities (2)
|
—
|
|
|
228
|
|
|
—
|
|
|
217
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
(27,761
|
)
|
|
$
|
14,512
|
|
|
$
|
(59,522
|
)
|
|
$
|
26,708
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average common stock shares outstanding
|
41,580
|
|
|
37,390
|
|
|
41,309
|
|
|
37,304
|
|
||||
Add: dilutive effects of common stock equivalents (1)
|
—
|
|
|
10
|
|
|
—
|
|
|
27
|
|
||||
Diluted weighted-average common stock shares outstanding
|
41,580
|
|
|
37,400
|
|
|
41,309
|
|
|
37,331
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic income (loss) per common share
|
$
|
(0.67
|
)
|
|
$
|
0.39
|
|
|
$
|
(1.44
|
)
|
|
$
|
0.72
|
|
Diluted income (loss) per common share
|
$
|
(0.67
|
)
|
|
$
|
0.39
|
|
|
$
|
(1.44
|
)
|
|
$
|
0.72
|
|
(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 for the
three and nine
months ended
September 30, 2016
.
|
(2)
|
Participating securities includes restricted stock that has been issued but has not yet vested.
|
(1)
|
The underfunded liability of
$12.3 million
was recognized in
Other liabilities
in connection with the
WRC Acquisition
purchase price allocation as of July 14, 2016. Please read
Note 4—Acquisitions
for further information.
|
Projected benefit obligation:
|
|
|
Discount rate
|
3.80
|
%
|
Rate of compensation increase
|
4.03
|
%
|
|
|
|
Net periodic benefit costs:
|
|
|
Discount rate
|
3.80
|
%
|
Expected long-term rate of return (1)
|
7.00
|
%
|
Rate of compensation increase
|
4.03
|
%
|
(1)
|
The expected long-term rate of return is based on a blend of historic returns of equity and debt securities.
|
Year Ended
|
|
|
||
2016
|
|
$
|
550
|
|
2017
|
|
1,120
|
|
|
2018
|
|
1,240
|
|
|
2019
|
|
1,190
|
|
|
2020
|
|
1,450
|
|
|
2021–2025
|
|
7,680
|
|
|
|
|
$
|
13,230
|
|
Three months ended September 30, 2016
|
|
Refining
|
|
Logistics (1)
|
|
Retail
|
|
Texadian
|
|
Corporate, Eliminations and Other (2)
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
462,975
|
|
|
$
|
28,107
|
|
|
$
|
75,577
|
|
|
$
|
15,705
|
|
|
$
|
(72,059
|
)
|
|
$
|
510,305
|
|
Cost of revenues (excluding depreciation)
|
|
439,477
|
|
|
19,334
|
|
|
56,365
|
|
|
15,629
|
|
|
(71,509
|
)
|
|
459,296
|
|
||||||
Operating expense (excluding depreciation)
|
|
35,910
|
|
|
4,686
|
|
|
10,461
|
|
|
—
|
|
|
173
|
|
|
51,230
|
|
||||||
Lease operating expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||||
Depreciation, depletion and amortization
|
|
5,755
|
|
|
1,275
|
|
|
1,898
|
|
|
162
|
|
|
553
|
|
|
9,643
|
|
||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,863
|
|
|
9,863
|
|
||||||
Acquisition and integration expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,047
|
|
|
2,047
|
|
||||||
Operating income (loss)
|
|
$
|
(18,167
|
)
|
|
$
|
2,812
|
|
|
$
|
6,853
|
|
|
$
|
(86
|
)
|
|
$
|
(13,196
|
)
|
|
$
|
(21,784
|
)
|
Interest expense and financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(11,232
|
)
|
|||||||||||
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
(56
|
)
|
|||||||||||
Change in value of common stock warrants
|
|
|
|
|
|
|
|
|
|
|
|
657
|
|
|||||||||||
Change in value of contingent consideration
|
|
|
|
|
|
|
|
|
|
|
|
1,025
|
|
|||||||||||
Equity earnings from Laramie Energy, LLC
|
|
|
|
|
|
|
|
|
|
|
|
3,659
|
|
|||||||||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
(27,731
|
)
|
|||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
(30
|
)
|
|||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(27,761
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
|
$
|
3,820
|
|
|
$
|
266
|
|
|
$
|
1,636
|
|
|
$
|
—
|
|
|
$
|
1,863
|
|
|
$
|
7,585
|
|
Three months ended September 30, 2015
|
|
Refining
|
|
Logistics (1)
|
|
Retail
|
|
Texadian
|
|
Corporate, Eliminations and Other (2)
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
458,238
|
|
|
$
|
21,045
|
|
|
$
|
81,434
|
|
|
$
|
10,904
|
|
|
$
|
(76,118
|
)
|
|
$
|
495,503
|
|
Cost of revenues (excluding depreciation)
|
|
394,254
|
|
|
12,566
|
|
|
60,655
|
|
|
13,796
|
|
|
(76,118
|
)
|
|
405,153
|
|
||||||
Operating expense (excluding depreciation)
|
|
27,264
|
|
|
1,304
|
|
|
9,479
|
|
|
—
|
|
|
—
|
|
|
38,047
|
|
||||||
Lease operating expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,575
|
|
|
1,575
|
|
||||||
Depreciation, depletion and amortization
|
|
1,717
|
|
|
848
|
|
|
1,492
|
|
|
231
|
|
|
308
|
|
|
4,596
|
|
||||||
Impairment expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,639
|
|
|
—
|
|
|
9,639
|
|
||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,939
|
|
|
9,939
|
|
||||||
Acquisition and integration expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
280
|
|
|
280
|
|
||||||
Operating income (loss)
|
|
$
|
35,003
|
|
|
$
|
6,327
|
|
|
$
|
9,808
|
|
|
$
|
(12,762
|
)
|
|
$
|
(12,102
|
)
|
|
$
|
26,274
|
|
Interest expense and financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(4,387
|
)
|
|||||||||||
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
(45
|
)
|
|||||||||||
Change in value of common stock warrants
|
|
|
|
|
|
|
|
|
|
|
|
(1,023
|
)
|
|||||||||||
Change in value of contingent consideration
|
|
|
|
|
|
|
|
|
|
|
|
(4,255
|
)
|
|||||||||||
Equity losses from Laramie Energy, LLC
|
|
|
|
|
|
|
|
|
|
|
|
(1,355
|
)
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
15,209
|
|
|||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
(469
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14,740
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
|
$
|
1,729
|
|
|
$
|
1,976
|
|
|
$
|
213
|
|
|
$
|
10
|
|
|
$
|
2,056
|
|
|
$
|
5,984
|
|
(1)
|
Our logistics operations consist primarily of intercompany transactions which eliminate on a consolidated basis.
|
(2)
|
Includes eliminations of intersegment Revenues and
Cost of revenues (excluding depreciation)
of
$72.1 million
and
$76.1 million
for the
three months ended September 30, 2016
and
2015
, respectively.
|
Nine months ended September 30, 2016
|
|
Refining
|
|
Logistics
(1) |
|
Retail
|
|
Texadian
|
|
Corporate, Eliminations and Other (2)
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
1,172,164
|
|
|
$
|
73,686
|
|
|
$
|
215,952
|
|
|
$
|
37,884
|
|
|
$
|
(197,777
|
)
|
|
$
|
1,301,909
|
|
Cost of revenues (excluding depreciation)
|
|
1,112,730
|
|
|
48,707
|
|
|
162,831
|
|
|
39,432
|
|
|
(197,353
|
)
|
|
1,166,347
|
|
||||||
Operating expense (excluding depreciation)
|
|
85,053
|
|
|
8,906
|
|
|
31,059
|
|
|
—
|
|
|
173
|
|
|
125,191
|
|
||||||
Lease operating expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|
134
|
|
||||||
Depreciation, depletion and amortization
|
|
9,649
|
|
|
3,116
|
|
|
4,930
|
|
|
504
|
|
|
1,640
|
|
|
19,839
|
|
||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,654
|
|
|
31,654
|
|
||||||
Acquisition and integration expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,563
|
|
|
3,563
|
|
||||||
Operating income (loss)
|
|
$
|
(35,268
|
)
|
|
$
|
12,957
|
|
|
$
|
17,132
|
|
|
$
|
(2,052
|
)
|
|
$
|
(37,588
|
)
|
|
$
|
(44,819
|
)
|
Interest expense and financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(21,951
|
)
|
|||||||||||
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
60
|
|
|||||||||||
Change in value of common stock warrants
|
|
|
|
|
|
|
|
|
|
|
|
3,477
|
|
|||||||||||
Change in value of contingent consideration
|
|
|
|
|
|
|
|
|
|
|
|
10,753
|
|
|||||||||||
Equity losses from Laramie Energy, LLC
|
|
|
|
|
|
|
|
|
|
|
|
(15,159
|
)
|
|||||||||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
(67,639
|
)
|
|||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
8,117
|
|
|||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(59,522
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Capital expenditures
|
|
$
|
10,947
|
|
|
$
|
1,151
|
|
|
$
|
3,699
|
|
|
$
|
—
|
|
|
$
|
3,479
|
|
|
$
|
19,276
|
|
Nine months ended September 30, 2015
|
|
Refining
|
|
Logistics (1)
|
|
Retail
|
|
Texadian
|
|
Corporate, Eliminations and Other (2)
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
1,491,309
|
|
|
$
|
61,822
|
|
|
$
|
209,091
|
|
|
$
|
76,983
|
|
|
$
|
(216,332
|
)
|
|
$
|
1,622,873
|
|
Cost of revenues (excluding depreciation)
|
|
1,334,045
|
|
|
35,649
|
|
|
158,383
|
|
|
78,130
|
|
|
(218,517
|
)
|
|
1,387,690
|
|
||||||
Operating expense (excluding depreciation)
|
|
73,597
|
|
|
4,040
|
|
|
25,161
|
|
|
—
|
|
|
—
|
|
|
102,798
|
|
||||||
Lease operating expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,614
|
|
|
4,614
|
|
||||||
Depreciation, depletion and amortization
|
|
5,456
|
|
|
2,267
|
|
|
3,675
|
|
|
689
|
|
|
765
|
|
|
12,852
|
|
||||||
Impairment expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,639
|
|
|
—
|
|
|
9,639
|
|
||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,878
|
|
|
31,878
|
|
||||||
Acquisition and integration expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,811
|
|
|
1,811
|
|
||||||
Operating income (loss)
|
|
$
|
78,211
|
|
|
$
|
19,866
|
|
|
$
|
21,872
|
|
|
$
|
(11,475
|
)
|
|
$
|
(36,883
|
)
|
|
$
|
71,591
|
|
Interest expense and financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(15,769
|
)
|
|||||||||||
Loss on termination of financing agreement
|
|
|
|
|
|
|
|
|
|
|
|
(19,229
|
)
|
|||||||||||
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
(199
|
)
|
|||||||||||
Change in value of common stock warrants
|
|
|
|
|
|
|
|
|
|
|
|
(2,732
|
)
|
|||||||||||
Change in value of contingent consideration
|
|
|
|
|
|
|
|
|
|
|
|
(18,679
|
)
|
|||||||||||
Equity losses from Laramie Energy, LLC
|
|
|
|
|
|
|
|
|
|
|
|
(6,131
|
)
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
8,852
|
|
|||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
18,073
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
$
|
26,925
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
|
$
|
5,640
|
|
|
$
|
6,651
|
|
|
$
|
715
|
|
|
$
|
10
|
|
|
$
|
2,841
|
|
|
$
|
15,857
|
|
(1)
|
Our logistics operations consist primarily of intercompany transactions which eliminate on a consolidated basis.
|
(2)
|
Includes eliminations of intersegment Revenues and
Cost of revenues (excluding depreciation)
of
$198.0 million
and
$218.5 million
for the
nine months ended September 30,
2016
and
2015
, respectively.
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Revenues
|
$
|
510,305
|
|
|
$
|
495,503
|
|
|
$
|
14,802
|
|
|
3
|
%
|
Cost of revenues (excluding depreciation)
|
459,296
|
|
|
405,153
|
|
|
54,143
|
|
|
13
|
%
|
|||
Operating expense (excluding depreciation)
|
51,230
|
|
|
38,047
|
|
|
13,183
|
|
|
35
|
%
|
|||
Lease operating expense
|
10
|
|
|
1,575
|
|
|
(1,565
|
)
|
|
(99
|
)%
|
|||
Depreciation, depletion and amortization
|
9,643
|
|
|
4,596
|
|
|
5,047
|
|
|
110
|
%
|
|||
Impairment expense
|
—
|
|
|
9,639
|
|
|
(9,639
|
)
|
|
(100
|
)%
|
|||
General and administrative expense
|
9,863
|
|
|
9,939
|
|
|
(76
|
)
|
|
(1
|
)%
|
|||
Acquisition and integration expense
|
2,047
|
|
|
280
|
|
|
1,767
|
|
|
631
|
%
|
|||
Total operating expenses
|
532,089
|
|
|
469,229
|
|
|
|
|
|
|
||||
Operating income (loss)
|
(21,784
|
)
|
|
26,274
|
|
|
|
|
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
||||||
Interest expense and financing costs, net
|
(11,232
|
)
|
|
(4,387
|
)
|
|
(6,845
|
)
|
|
(156
|
)%
|
|||
Other income (expense), net
|
(56
|
)
|
|
(45
|
)
|
|
(11
|
)
|
|
(24
|
)%
|
|||
Change in value of common stock warrants
|
657
|
|
|
(1,023
|
)
|
|
1,680
|
|
|
164
|
%
|
|||
Change in value of contingent consideration
|
1,025
|
|
|
(4,255
|
)
|
|
5,280
|
|
|
124
|
%
|
|||
Equity earnings (losses) from Laramie Energy, LLC
|
3,659
|
|
|
(1,355
|
)
|
|
5,014
|
|
|
370
|
%
|
|||
Total other expense, net
|
(5,947
|
)
|
|
(11,065
|
)
|
|
|
|
|
|
||||
Income (loss) before income taxes
|
(27,731
|
)
|
|
15,209
|
|
|
|
|
|
|
||||
Income tax expense
|
(30
|
)
|
|
(469
|
)
|
|
439
|
|
|
94
|
%
|
|||
Net income (loss)
|
$
|
(27,761
|
)
|
|
$
|
14,740
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Revenues
|
$
|
1,301,909
|
|
|
$
|
1,622,873
|
|
|
$
|
(320,964
|
)
|
|
(20
|
)%
|
Cost of revenues (excluding depreciation)
|
1,166,347
|
|
|
1,387,690
|
|
|
(221,343
|
)
|
|
(16
|
)%
|
|||
Operating expense (excluding depreciation)
|
125,191
|
|
|
102,798
|
|
|
22,393
|
|
|
22
|
%
|
|||
Lease operating expense
|
134
|
|
|
4,614
|
|
|
(4,480
|
)
|
|
(97
|
)%
|
|||
Depreciation, depletion and amortization
|
19,839
|
|
|
12,852
|
|
|
6,987
|
|
|
54
|
%
|
|||
Impairment expense
|
—
|
|
|
9,639
|
|
|
(9,639
|
)
|
|
(100
|
)%
|
|||
General and administrative expense
|
31,654
|
|
|
31,878
|
|
|
(224
|
)
|
|
(1
|
)%
|
|||
Acquisition and integration expense
|
3,563
|
|
|
1,811
|
|
|
1,752
|
|
|
97
|
%
|
|||
Total operating expenses
|
1,346,728
|
|
|
1,551,282
|
|
|
|
|
|
|||||
Operating income (loss)
|
(44,819
|
)
|
|
71,591
|
|
|
|
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|||||||
Interest expense and financing costs, net
|
(21,951
|
)
|
|
(15,769
|
)
|
|
(6,182
|
)
|
|
(39
|
)%
|
|||
Loss on termination of financing agreements
|
—
|
|
|
(19,229
|
)
|
|
19,229
|
|
|
100
|
%
|
|||
Other income (expense), net
|
60
|
|
|
(199
|
)
|
|
259
|
|
|
130
|
%
|
|||
Change in value of common stock warrants
|
3,477
|
|
|
(2,732
|
)
|
|
6,209
|
|
|
227
|
%
|
|||
Change in value of contingent consideration
|
10,753
|
|
|
(18,679
|
)
|
|
29,432
|
|
|
158
|
%
|
|||
Equity losses from Laramie Energy, LLC
|
(15,159
|
)
|
|
(6,131
|
)
|
|
(9,028
|
)
|
|
(147
|
)%
|
|||
Total other expense, net
|
(22,820
|
)
|
|
(62,739
|
)
|
|
|
|
|
|||||
Income (loss) before income taxes
|
(67,639
|
)
|
|
8,852
|
|
|
|
|
|
|||||
Income tax benefit
|
8,117
|
|
|
18,073
|
|
|
(9,956
|
)
|
|
(55
|
)%
|
|||
Net income (loss)
|
$
|
(59,522
|
)
|
|
$
|
26,925
|
|
|
|
|
|
Three months ended September 30, 2016
|
|
Refining
|
|
Logistics (1)
|
|
Retail
|
|
Texadian
|
|
Corporate, Eliminations and Other (2)
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
462,975
|
|
|
$
|
28,107
|
|
|
$
|
75,577
|
|
|
$
|
15,705
|
|
|
$
|
(72,059
|
)
|
|
$
|
510,305
|
|
Cost of revenues (excluding depreciation)
|
|
439,477
|
|
|
19,334
|
|
|
56,365
|
|
|
15,629
|
|
|
(71,509
|
)
|
|
459,296
|
|
||||||
Operating expense (excluding depreciation)
|
|
35,910
|
|
|
4,686
|
|
|
10,461
|
|
|
—
|
|
|
173
|
|
|
51,230
|
|
||||||
Lease operating expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||||
Depreciation, depletion and amortization
|
|
5,755
|
|
|
1,275
|
|
|
1,898
|
|
|
162
|
|
|
553
|
|
|
9,643
|
|
||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,863
|
|
|
9,863
|
|
||||||
Acquisition and integration expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,047
|
|
|
2,047
|
|
||||||
Operating income (loss)
|
|
$
|
(18,167
|
)
|
|
$
|
2,812
|
|
|
$
|
6,853
|
|
|
$
|
(86
|
)
|
|
$
|
(13,196
|
)
|
|
$
|
(21,784
|
)
|
Three months ended September 30, 2015
|
|
Refining
|
|
Logistics (1)
|
|
Retail
|
|
Texadian
|
|
Corporate, Eliminations and Other (2)
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
458,238
|
|
|
$
|
21,045
|
|
|
$
|
81,434
|
|
|
$
|
10,904
|
|
|
$
|
(76,118
|
)
|
|
$
|
495,503
|
|
Cost of revenues (excluding depreciation)
|
|
394,254
|
|
|
12,566
|
|
|
60,655
|
|
|
13,796
|
|
|
(76,118
|
)
|
|
405,153
|
|
||||||
Operating expense (excluding depreciation)
|
|
27,264
|
|
|
1,304
|
|
|
9,479
|
|
|
—
|
|
|
—
|
|
|
38,047
|
|
||||||
Lease operating expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,575
|
|
|
1,575
|
|
||||||
Depreciation, depletion and amortization
|
|
1,717
|
|
|
848
|
|
|
1,492
|
|
|
231
|
|
|
308
|
|
|
4,596
|
|
||||||
Impairment expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,639
|
|
|
—
|
|
|
9,639
|
|
||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,939
|
|
|
9,939
|
|
||||||
Acquisition and integration expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
280
|
|
|
280
|
|
||||||
Operating income (loss)
|
|
$
|
35,003
|
|
|
$
|
6,327
|
|
|
$
|
9,808
|
|
|
$
|
(12,762
|
)
|
|
$
|
(12,102
|
)
|
|
$
|
26,274
|
|
Nine months ended September 30, 2016
|
|
Refining
|
|
Logistics (1)
|
|
Retail
|
|
Texadian
|
|
Corporate, Eliminations and Other (2)
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
1,172,164
|
|
|
$
|
73,686
|
|
|
$
|
215,952
|
|
|
$
|
37,884
|
|
|
$
|
(197,777
|
)
|
|
$
|
1,301,909
|
|
Cost of revenues (excluding depreciation)
|
|
1,112,730
|
|
|
48,707
|
|
|
162,831
|
|
|
39,432
|
|
|
(197,353
|
)
|
|
1,166,347
|
|
||||||
Operating expense (excluding depreciation)
|
|
85,053
|
|
|
8,906
|
|
|
31,059
|
|
|
—
|
|
|
173
|
|
|
125,191
|
|
||||||
Lease operating expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|
134
|
|
||||||
Depreciation, depletion and amortization
|
|
9,649
|
|
|
3,116
|
|
|
4,930
|
|
|
504
|
|
|
1,640
|
|
|
19,839
|
|
||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,654
|
|
|
31,654
|
|
||||||
Acquisition and integration expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,563
|
|
|
3,563
|
|
||||||
Operating income (loss)
|
|
$
|
(35,268
|
)
|
|
$
|
12,957
|
|
|
$
|
17,132
|
|
|
$
|
(2,052
|
)
|
|
$
|
(37,588
|
)
|
|
$
|
(44,819
|
)
|
Nine months ended September 30, 2015
|
|
Refining
|
|
Logistics (1)
|
|
Retail
|
|
Texadian
|
|
Corporate, Eliminations and Other (2)
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
1,491,309
|
|
|
$
|
61,822
|
|
|
$
|
209,091
|
|
|
$
|
76,983
|
|
|
$
|
(216,332
|
)
|
|
$
|
1,622,873
|
|
Cost of revenues (excluding depreciation)
|
|
1,334,045
|
|
|
35,649
|
|
|
158,383
|
|
|
78,130
|
|
|
(218,517
|
)
|
|
1,387,690
|
|
||||||
Operating expense (excluding depreciation)
|
|
73,597
|
|
|
4,040
|
|
|
25,161
|
|
|
—
|
|
|
—
|
|
|
102,798
|
|
||||||
Lease operating expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,614
|
|
|
4,614
|
|
||||||
Depreciation, depletion and amortization
|
|
5,456
|
|
|
2,267
|
|
|
3,675
|
|
|
689
|
|
|
765
|
|
|
12,852
|
|
||||||
Impairment expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,639
|
|
|
—
|
|
|
9,639
|
|
||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,878
|
|
|
31,878
|
|
||||||
Acquisition and integration expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,811
|
|
|
1,811
|
|
||||||
Operating income (loss)
|
|
$
|
78,211
|
|
|
$
|
19,866
|
|
|
$
|
21,872
|
|
|
$
|
(11,475
|
)
|
|
$
|
(36,883
|
)
|
|
$
|
71,591
|
|
(1)
|
Our logistics operations consist primarily of intercompany transactions which eliminate on a consolidated basis.
|
(2)
|
Includes eliminations of intersegment Revenues and
Cost of revenues (excluding depreciation)
of
$72.1 million
and
$76.1 million
for the three months ended
September 30, 2016
and
2015
, respectively. Includes eliminations of intersegment Revenues and
Cost of revenues (excluding depreciation)
of
$198.0 million
and
$218.5 million
for the
nine months
ended
September 30, 2016
and
2015
, respectively.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total Refining Segment
|
|
|
|
|
|
|
|
||||||||
Crude Oil Throughput (Mbpd) (1)
|
70.5
|
|
|
73.5
|
|
|
84.8
|
|
|
76.3
|
|
||||
Refined product sales volume (Mbpd) (1)
|
87.5
|
|
|
74.2
|
|
|
90.8
|
|
|
76.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Hawaii Refinery
|
|
|
|
|
|
|
|
||||||||
Total Crude Oil Throughput (Mbpd)
|
54.3
|
|
|
73.5
|
|
|
68.6
|
|
|
76.3
|
|
||||
Source of Crude Oil:
|
|
|
|
|
|
|
|
||||||||
North America
|
18.6
|
%
|
|
31.9
|
%
|
|
38.1
|
%
|
|
46.7
|
%
|
||||
Latin America
|
—
|
%
|
|
5.3
|
%
|
|
2.9
|
%
|
|
9.8
|
%
|
||||
Africa
|
14.8
|
%
|
|
2.2
|
%
|
|
13.2
|
%
|
|
10.3
|
%
|
||||
Asia
|
32.4
|
%
|
|
60.6
|
%
|
|
32.5
|
%
|
|
30.4
|
%
|
||||
Middle East
|
34.2
|
%
|
|
—
|
%
|
|
13.3
|
%
|
|
2.8
|
%
|
||||
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Yield (% of total throughput)
|
|
|
|
|
|
|
|
||||||||
Gasoline and gasoline blendstocks
|
25.2
|
%
|
|
25.3
|
%
|
|
26.4
|
%
|
|
25.9
|
%
|
||||
Distillate
|
45.8
|
%
|
|
45.4
|
%
|
|
44.6
|
%
|
|
44.3
|
%
|
||||
Fuel oils
|
17.4
|
%
|
|
21.1
|
%
|
|
19.2
|
%
|
|
22.1
|
%
|
||||
Other products
|
7.3
|
%
|
|
4.4
|
%
|
|
6.1
|
%
|
|
4.6
|
%
|
||||
Total yield
|
95.7
|
%
|
|
96.2
|
%
|
|
96.3
|
%
|
|
96.9
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Refined product sales volume (Mbpd)
|
|
|
|
|
|
|
|
||||||||
On-island sales volume
|
62.1
|
|
|
58.9
|
|
|
61.3
|
|
|
62.4
|
|
||||
Exports sale volume
|
8.6
|
|
|
15.3
|
|
|
12.7
|
|
|
14.5
|
|
||||
Total refined product sales volume
|
70.7
|
|
|
74.2
|
|
|
74.0
|
|
|
76.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
4-1-2-1 Singapore Crack Spread (2) ($ per barrel)
|
$
|
3.08
|
|
|
$
|
6.05
|
|
|
$
|
2.97
|
|
|
$
|
7.38
|
|
4-1-2-1 Mid Pacific Crack Spread (2) ($ per barrel)
|
4.45
|
|
|
7.93
|
|
|
4.29
|
|
|
8.93
|
|
||||
Mid Pacific Crude Oil Differential
(3) ($ per barrel)
|
(2.42
|
)
|
|
(0.56
|
)
|
|
(2.19
|
)
|
|
(1.43
|
)
|
||||
Operating income (loss) per bbl ($/throughput bbl)
|
(2.71
|
)
|
|
3.90
|
|
|
(0.84
|
)
|
|
3.04
|
|
||||
Adjusted Gross Margin per bbl ($/throughput bbl) (4)
|
3.32
|
|
|
8.33
|
|
|
3.49
|
|
|
7.10
|
|
||||
Production costs per bbl ($/throughput bbl) (5)
|
5.42
|
|
|
4.18
|
|
|
3.96
|
|
|
3.80
|
|
||||
DD&A per bbl ($/throughput bbl)
|
0.61
|
|
|
0.25
|
|
|
0.37
|
|
|
0.26
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Wyoming Refinery
|
|
|
|
|
|
|
|
||||||||
Total Crude Oil Throughput (Mbpd) (1)
|
16.2
|
|
|
—
|
|
|
16.2
|
|
|
—
|
|
||||
Yield (% of total throughput)
|
|
|
|
|
|
|
|
||||||||
Gasoline and gasoline blendstocks
|
55.8
|
%
|
|
—
|
%
|
|
55.8
|
%
|
|
—
|
%
|
||||
Distillate
|
39.4
|
%
|
|
—
|
%
|
|
39.4
|
%
|
|
—
|
%
|
||||
Fuel oil
|
1.7
|
%
|
|
—
|
%
|
|
1.7
|
%
|
|
—
|
%
|
||||
Other products
|
1.0
|
%
|
|
—
|
%
|
|
1.0
|
%
|
|
—
|
%
|
||||
Total yield
|
97.9
|
%
|
|
—
|
%
|
|
97.9
|
%
|
|
—
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Refined product sales volume (Mbpd) (1)
|
16.8
|
|
|
—
|
|
|
16.8
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Wyoming 3-2-1 Index (6)
|
$
|
19.12
|
|
|
$
|
—
|
|
|
$
|
16.91
|
|
|
$
|
—
|
|
Operating income (loss) per bbl ($/throughput bbl)
|
4.55
|
|
|
—
|
|
|
4.55
|
|
|
—
|
|
||||
Adjusted Gross Margin per bbl ($/throughput bbl) (4)
|
12.20
|
|
|
—
|
|
|
12.20
|
|
|
—
|
|
||||
Production costs per bbl ($/throughput bbl) (5)
|
5.52
|
|
|
—
|
|
|
5.52
|
|
|
—
|
|
||||
DD&A per bbl ($/throughput bbl)
|
2.13
|
|
|
—
|
|
|
2.13
|
|
|
—
|
|
(1)
|
Crude oil throughput and sales volumes per day is calculated based on the
79
day period for which we owned the Wyoming Refining in 2016. As such, the amounts for the total refining segment represent the sum of the Hawaii refinery's throughput or sales volumes averaged over the respective period plus the Wyoming refinery's throughput or sales volumes averaged over for the period from July 14, 2016 to
September 30, 2016
.
|
(2)
|
The profitability of our Hawaii business is heavily influenced by crack spreads in both the Singapore and U.S. West Coast markets. These markets reflect the closest liquid market alternatives to source refined products for Hawaii. We believe the Singapore and Mid Pacific crack spreads (or four barrels of Brent crude converted into one barrel of gasoline, two barrels of distillate (diesel and jet fuel) and one barrel of fuel oil) best reflect a market indicator for our operations. The Mid Pacific crack spread is calculated using a ratio of 80% Singapore and 20% San Francisco indexes.
|
(3)
|
Weighted-average differentials, excluding shipping costs, of a blend of crudes with an API of 31.98 and sulfur weight percentage of 0.65% that is indicative of our typical crude oil mix quality compared to Brent crude.
|
(4)
|
Please see discussion of Adjusted Gross Margin below. We calculate Adjusted Gross Margin per barrel by dividing Adjusted Gross Margin by total refining throughput.
|
(5)
|
Management uses production costs per barrel to evaluate performance and compare efficiency to other companies in the industry. There are a variety of ways to calculate production costs per barrel; different companies within the industry calculate it in different ways. We calculate production costs per barrel by dividing all direct production costs, which include the costs to run the refinery including personnel costs, repair and maintenance costs, insurance, utilities and other miscellaneous costs, by total refining throughput. Our production costs are included in
Operating expense (excluding depreciation)
on our condensed consolidated statement of operations, which also includes costs related to our bulk marketing operations.
|
(6)
|
The profitability of our Wyoming refinery is heavily influenced by crack spreads in nearby markets. We believe the Wyoming 3-2-1 Index is the best market indicator for our operations in Wyoming. The Wyoming 3-2-1 Index is computed by taking two parts gasoline and one part distillate (ULSD) as created from three barrels of West Texas Intermediate Crude. Pricing is based 50% on applicable product pricing in Rapid City, South Dakota and 50% on applicable product pricing in Denver, Colorado.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Retail Segment
|
|
|
|
|
|
|
|
||||
Retail sales volumes (thousands of gallons)
|
23,567
|
|
|
23,247
|
|
|
68,851
|
|
|
58,034
|
|
|
|
|
|
|
|
|
|
||||
Logistics Segment
|
|
|
|
|
|
|
|
||||
Pipeline throughput (Mbpd) (1)
|
|
|
|
|
|
|
|
||||
Crude oil pipelines
|
74.1
|
|
|
73.4
|
|
|
87.7
|
|
|
77.2
|
|
Refined product pipelines
|
87.0
|
|
|
65.9
|
|
|
86.5
|
|
|
69.1
|
|
Total pipeline throughput
|
161.1
|
|
|
139.3
|
|
|
174.2
|
|
|
146.3
|
|
(1)
|
Pipeline throughput per day is calculated based on the
79
day period for which we owned Wyoming Refining in 2016. As such, the amounts for the total logistics segment represent the sum of the pipeline throughput in Hawaii averaged over the respective period plus the pipeline throughput in Wyoming averaged over for the period from July 14, 2016 to
September 30, 2016
.
|
Three months ended September 30, 2016
|
Refining
|
|
Logistics
|
|
Retail
|
|
Texadian
|
||||||||
Operating income (loss)
|
$
|
(18,167
|
)
|
|
$
|
2,812
|
|
|
$
|
6,853
|
|
|
$
|
(86
|
)
|
Operating expense (excluding depreciation)
|
35,910
|
|
|
4,686
|
|
|
10,461
|
|
|
—
|
|
||||
Depreciation, depletion and amortization
|
5,755
|
|
|
1,275
|
|
|
1,898
|
|
|
162
|
|
||||
Inventory valuation adjustment
|
7,780
|
|
|
—
|
|
|
—
|
|
|
(456
|
)
|
||||
Unrealized loss on derivatives
|
895
|
|
|
—
|
|
|
—
|
|
|
221
|
|
||||
Adjusted Gross Margin
|
$
|
32,173
|
|
|
$
|
8,773
|
|
|
$
|
19,212
|
|
|
$
|
(159
|
)
|
Three months ended September 30, 2015
|
Refining
|
|
Logistics
|
|
Retail
|
|
Texadian
|
||||||||
Operating income (loss)
|
$
|
35,003
|
|
|
$
|
6,327
|
|
|
$
|
9,808
|
|
|
$
|
(12,762
|
)
|
Operating expense (excluding depreciation)
|
27,264
|
|
|
1,304
|
|
|
9,479
|
|
|
—
|
|
||||
Depreciation, depletion and amortization
|
1,717
|
|
|
848
|
|
|
1,492
|
|
|
231
|
|
||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
9,639
|
|
||||
Inventory valuation adjustment
|
(13,390
|
)
|
|
—
|
|
|
—
|
|
|
2,628
|
|
||||
Unrealized loss (gain) on derivatives
|
5,696
|
|
|
—
|
|
|
—
|
|
|
(1,336
|
)
|
||||
Adjusted Gross Margin
|
$
|
56,290
|
|
|
$
|
8,479
|
|
|
$
|
20,779
|
|
|
$
|
(1,600
|
)
|
Nine months ended September 30, 2016
|
Refining
|
|
Logistics
|
|
Retail
|
|
Texadian
|
||||||||
Operating income (loss)
|
$
|
(35,268
|
)
|
|
$
|
12,957
|
|
|
$
|
17,132
|
|
|
$
|
(2,052
|
)
|
Operating expense (excluding depreciation)
|
85,053
|
|
|
8,906
|
|
|
31,059
|
|
|
—
|
|
||||
Depreciation, depletion and amortization
|
9,649
|
|
|
3,116
|
|
|
4,930
|
|
|
504
|
|
||||
Inventory valuation adjustment
|
28,540
|
|
|
—
|
|
|
—
|
|
|
(3,955
|
)
|
||||
Unrealized loss (gain) on derivatives
|
(7,039
|
)
|
|
—
|
|
|
—
|
|
|
741
|
|
||||
Adjusted Gross Margin
|
$
|
80,935
|
|
|
$
|
24,979
|
|
|
$
|
53,121
|
|
|
$
|
(4,762
|
)
|
Nine months ended September 30, 2015
|
Refining
|
|
Logistics
|
|
Retail
|
|
Texadian
|
||||||||
Operating income (loss)
|
$
|
78,211
|
|
|
$
|
19,866
|
|
|
$
|
21,872
|
|
|
$
|
(11,475
|
)
|
Operating expense (excluding depreciation)
|
73,597
|
|
|
4,040
|
|
|
25,161
|
|
|
—
|
|
||||
Depreciation, depletion and amortization
|
5,456
|
|
|
2,267
|
|
|
3,675
|
|
|
689
|
|
||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
9,639
|
|
||||
Inventory valuation adjustment
|
(13,390
|
)
|
|
—
|
|
|
—
|
|
|
493
|
|
||||
Unrealized loss on derivatives
|
4,002
|
|
|
—
|
|
|
—
|
|
|
784
|
|
||||
Adjusted Gross Margin
|
$
|
147,876
|
|
|
$
|
26,173
|
|
|
$
|
50,708
|
|
|
$
|
130
|
|
•
|
The financial performance of our assets without regard to financing methods, capital structure or historical cost basis;
|
•
|
The ability of our assets to generate cash to pay interest on our indebtedness; and
|
•
|
Our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss)
|
$
|
(27,761
|
)
|
|
$
|
14,740
|
|
|
$
|
(59,522
|
)
|
|
$
|
26,925
|
|
Inventory valuation adjustment
|
7,324
|
|
|
(10,762
|
)
|
|
24,585
|
|
|
(12,897
|
)
|
||||
Unrealized loss (gain) on derivatives
|
1,117
|
|
|
4,360
|
|
|
(6,297
|
)
|
|
4,786
|
|
||||
Acquisition and integration expense
|
2,047
|
|
|
280
|
|
|
3,563
|
|
|
1,811
|
|
||||
Loss on termination of financing agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
19,229
|
|
||||
Increase in (release of) tax valuation allowance (1)
|
—
|
|
|
295
|
|
|
(8,573
|
)
|
|
(18,290
|
)
|
||||
Change in value of common stock warrants
|
(657
|
)
|
|
1,023
|
|
|
(3,477
|
)
|
|
2,732
|
|
||||
Change in value of contingent consideration
|
(1,025
|
)
|
|
4,255
|
|
|
(10,753
|
)
|
|
18,679
|
|
||||
Impairment expense
|
—
|
|
|
9,639
|
|
|
—
|
|
|
9,639
|
|
||||
Adjusted Net Income (Loss)
|
(18,955
|
)
|
|
23,830
|
|
|
(60,474
|
)
|
|
52,614
|
|
||||
Depreciation, depletion and amortization
|
9,643
|
|
|
4,596
|
|
|
19,839
|
|
|
12,852
|
|
||||
Interest expense and financing costs, net
|
11,232
|
|
|
4,387
|
|
|
21,951
|
|
|
15,769
|
|
||||
Equity losses (earnings) from Laramie Energy, LLC
|
(3,659
|
)
|
|
1,355
|
|
|
15,159
|
|
|
6,131
|
|
||||
Income tax expense
|
30
|
|
|
174
|
|
|
456
|
|
|
217
|
|
||||
Adjusted EBITDA
|
$
|
(1,709
|
)
|
|
$
|
34,342
|
|
|
$
|
(3,069
|
)
|
|
$
|
87,583
|
|
(1)
|
Included in Income tax benefit on our condensed consolidated statements of operations.
|
October 28, 2016
|
Par Hawaii Refining
|
|
Wyoming Refining
|
|
Texadian
|
|
Hawaii Retail (2)
|
|
Corporate and Other
|
|
Total
|
||||||||||||
Cash and cash equivalents
|
$
|
17,277
|
|
|
$
|
2,131
|
|
|
$
|
1,175
|
|
|
$
|
8,692
|
|
|
$
|
21,530
|
|
|
$
|
50,805
|
|
Revolver availability
|
—
|
|
|
15,230
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
20,230
|
|
||||||
Deferred Payment Arrangement availability (1)
|
7,478
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,478
|
|
||||||
Total available liquidity
|
$
|
24,755
|
|
|
$
|
17,361
|
|
|
$
|
1,175
|
|
|
$
|
13,692
|
|
|
$
|
21,530
|
|
|
$
|
78,513
|
|
September 30, 2016
|
Par Hawaii Refining
|
|
Wyoming Refining
|
|
Texadian
|
|
Hawaii Retail (2)
|
|
Corporate and Other
|
|
Total
|
||||||||||||
Cash and cash equivalents
|
$
|
25,751
|
|
|
$
|
203
|
|
|
$
|
492
|
|
|
$
|
7,532
|
|
|
$
|
22,276
|
|
|
$
|
56,254
|
|
Revolver availability
|
—
|
|
|
13,330
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
18,330
|
|
||||||
Deferred Payment Arrangement availability (1)
|
1,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,554
|
|
||||||
Total available liquidity
|
$
|
27,305
|
|
|
$
|
13,533
|
|
|
$
|
492
|
|
|
$
|
12,532
|
|
|
$
|
22,276
|
|
|
$
|
76,138
|
|
(1)
|
Please read
Note 8—Inventory Financing Agreements
to our condensed consolidated financial statements for further discussion.
|
(2)
|
Includes HIE Retail, LLC and Mid Pac, which are parties to the
Hawaii Retail Credit Facilities
.
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Net cash provided by (used in) operating activities
|
$
|
(41,248
|
)
|
|
$
|
144,346
|
|
Net cash used in investing activities
|
(291,136
|
)
|
|
(107,746
|
)
|
||
Net cash provided by (used in) financing activities
|
220,850
|
|
|
(23,969
|
)
|
•
|
the price for which we sell our refined products;
|
•
|
the price we pay for crude oil and other feedstocks;
|
•
|
our crude oil and refined products inventory;
|
•
|
our fuel requirements for our Hawaii refinery; and
|
•
|
our exposure to crude oil price volatility in our Texadian segment.
|
•
|
futures and OTC swaps sales of
634 thousand
barrels that economically hedge our crude oil and refined products inventory; and
|
•
|
futures sales of
85 thousand
barrels that economically hedge our physical inventory for our Texadian segment.
|
•
|
operating a larger combined organization and adding operations;
|
•
|
difficulties in the assimilation of the assets and operations of Wyoming Refining;
|
•
|
customer or key employee loss from Wyoming Refining;
|
•
|
the diversion of management’s attention from other business concerns;
|
•
|
integrating personnel from diverse business backgrounds and organizational cultures;
|
•
|
managing relationships with new customers and suppliers for whom we have not previously provided products or services;
|
•
|
maintaining an effective system of internal controls related to Wyoming Refining and integrating internal controls, compliance under the Sarbanes-Oxley Act of 2002 and other regulatory compliance and corporate governance matters;
|
•
|
an inability to complete other internal growth projects and/or acquisitions;
|
•
|
difficulties integrating new technology systems that we have not historically used in our operations or financial reporting;
|
•
|
an increase in our indebtedness;
|
•
|
potential environmental or regulatory compliance matters or liabilities and title issues, including certain liabilities arising from Wyoming Refining's operations before our acquisition of Wyoming Refining;
|
•
|
coordinating geographically disparate organizations, systems and facilities; and
|
•
|
coordinating and consolidating corporate and administrative functions.
|
•
|
changes in the global economy and the level of foreign and domestic production of crude oil and refined products;
|
•
|
availability of crude oil and refined products and the infrastructure to transport crude oil and refined products;
|
•
|
local factors, including market conditions, the level of operations of other refineries in our markets and the volume and price of refined products imported;
|
•
|
threatened or actual terrorist incidents, acts of war and other global political conditions;
|
•
|
government regulations; and
|
•
|
weather conditions, hurricanes or other natural disasters.
|
Period
|
Total number of shares (or units) purchased (1)
|
|
Average price paid per share (or unit)
|
|
Total number of shares (or units) purchased as part of publicly announced plans or programs
|
|
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
|
|||||
July 1 - July 31, 2016
|
1,388
|
|
|
$
|
14.89
|
|
|
—
|
|
|
—
|
|
August 1 - August 31, 2016
|
1,089
|
|
|
16.57
|
|
|
—
|
|
|
—
|
|
|
September 1 - September 30, 2016
|
2,769
|
|
|
12.39
|
|
|
—
|
|
|
—
|
|
|
Total
|
5,246
|
|
|
$
|
13.92
|
|
|
—
|
|
|
—
|
|
2.1
|
Third Amended Joint Chapter 11 Plan of Reorganization of Delta Petroleum Corporation and Its Debtor Affiliates dated August 13, 2012. Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on September 7, 2012.
|
|
|
2.2
|
Contribution Agreement, dated as of June 4, 2012, among Piceance Energy, LLC, Laramie Energy, LLC and the Company. Incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on June 8, 2012.
|
|
|
2.3
|
Purchase and Sale Agreement dated as of December 31, 2012, by and among the Company, SEACOR Energy Holdings Inc., SEACOR Holdings Inc., and Gateway Terminals LLC. Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on January 3, 2013.
|
|
|
2.4
|
Membership Interest Purchase Agreement dated as of June17, 2013, by and among Tesoro Corporation, Tesoro Hawaii, LLC and Hawaii Pacific Energy, LLC Incorporated by reference to Exhibit 2.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed on August 14, 2013.
|
|
|
2.5
|
Agreement and Plan of Merger dated as of June 2, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 2.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, filed on August 11, 2014.
|
|
|
2.6
|
Amendment to Agreement and Plan of Merger dated as of September 9, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc. and Bill D. Mills, in his capacity as the shareholders’ representative. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 10, 2014.
|
|
|
2.7
|
Second Amendment to Agreement and Plan of Merger dated as of December 31, 2014, by and among Par Petroleum Corporation, Bogey, Inc., Koko'oha Investments, Inc. and Bill D. Mills, in his capacity as the shareholder's representative. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 7, 2015.
|
|
|
2.8
|
Third Amendment to Agreement and Plan of Merger dated as of March 31, 2015, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc. and Bill D. Mills, in his capacity as the shareholders’ representative. Incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed on April 2, 2015.
|
|
|
2.9
|
Unit Purchase Agreement, dated as of June 14, 2016, between Par Wyoming, LLC and Black Elk Refining, LLC. Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 15, 2016.
|
|
|
2.10
|
First Amendment to Unit Purchase Agreement dated as of July 14, 2016, between Par Wyoming, LLC and Black Elk Refining, LLC. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on July 15, 2016.
|
|
|
3.1
|
Restated Certificate of Incorporation of the Company dated October 20, 2015. Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on October 20, 2015.
|
|
|
3.2
|
Second Amended and Restated Bylaws of the Company dated October 20, 2015. Incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed on October 20, 2015.
|
|
|
4.1
|
Form of the Company's Common Stock Certificate. Incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on March 31, 2014.
|
|
|
4.2
|
Stockholders Agreement dated April 10, 2015. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 13, 2015.
|
|
|
4.3
|
Registration Rights Agreement effective as of August 31, 2012, by and among the Company, Zell Credit Opportunities Master Fund, L.P., Waterstone Capital Management, L.P., Pandora Select Partners, LP, Iam Mini-Fund 14 Limited, Whitebox Multi-Strategy Partners, LP, Whitebox Credit Arbitrage Partners, LP, HFR RVA Combined Master Trust, Whitebox Concentrated Convertible Arbitrage Partners, LP and Whitebox Asymmetric Partners, LP. Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on September 7, 2012.
|
|
|
4.4
|
Registration Rights Agreement dated as of September 25, 2013, by and among the Company and the Purchasers party thereto. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 27, 2013.
|
|
|
4.5
|
Warrant Issuance Agreement dated as of August 31, 2012, by and among the Company and WB Delta, Ltd., Waterstone Offshore ER Fund, Ltd., Prime Capital Master SPC, GOT WAT MAC Segregated Portfolio, Waterstone Market Neutral MAC51, Ltd., Waterstone Market Neutral Master Fund, Ltd., Waterstone MF Fund, Ltd., Nomura Waterstone Market Neutral Fund, ZCOF Par Petroleum Holdings, L.L.C. and Highbridge International, LLC. Incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on September 7, 2012.
|
|
|
4.6
|
Form of Common Stock Purchase Warrant dated as of June 4, 2012. Incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on September 7, 2012.
|
|
|
4.7
|
Form of Par Petroleum Corporation Shareholder Subscription Rights Certificate. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 22, 2014.
|
|
|
4.8
|
Indenture, dated June 21, 2016, between Par Pacific Holdings, Inc. and Wilmington Trust, National Association, as Trustee. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 21, 2016.
|
|
|
4.9
|
Registration Rights Agreement, dated June 21, 2016, between Par Pacific Holdings, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the Initial Purchasers. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 21, 2016.
|
|
|
4.10
|
Bridge Note Commitment Letter dated as of June 14, 2016, among Par Pacific Holdings, Inc., EGI Investors, L.L.C., Highbridge International LLC and Highbridge Tactical Credit & Convertibles Master Fund, L.P. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 15, 2016.
|
|
|
4.11
|
Backstop Convertible Note Commitment dated as of June 14, 2016, among Par Pacific Holdings, Inc., Highbridge International LLC, Highbridge Tactical Credit & Convertibles Master Fund, L.P. and funds managed on behalf of Whitebox Advisors, LLC. Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 15, 2016.
|
|
|
4.12
|
Seventh Amendment, Consent and Waiver to Delayed Draw Term Loan and Bridge Credit Agreement, dated as of June 15, 2016. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 15, 2016.
|
|
|
4.13
|
Registration Rights Agreement dated as of July 14, 2016, by and among Par Pacific Holdings, Inc. and the purchasers party thereto. Incorporated by Reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 15, 2016.
|
|
|
4.14
|
First Amendment to Registration Rights Agreement dated as of September 27, 2016, by and among Par Pacific Holdings, Inc. and the holders party thereto.*
|
|
|
4.15
|
Second Amendment to Registration Rights Agreement dated as of September 30, 2016, by and among Par Pacific Holdings, Inc. and the holders party thereto.*
|
|
|
4.16
|
Third Amendment to Registration Rights Agreement dated as of October 7, 2016, by and among Par Pacific Holdings, Inc. and the holders party thereto.*
|
|
|
4.17
|
Fourth Amendment to Registration Rights Agreement dated as of October 14, 2016, by and among Par Pacific Holdings, Inc. and the holders party thereto.*
|
|
|
4.18
|
Fifth Amendment to Registration Rights Agreement dated as of October 21, 2016, by and among Par Pacific Holdings, Inc. and the holders party thereto.*
|
|
|
4.19
|
Sixth Amendment to Registration Rights Agreement dated as of October 28, 2016 by and among Par Pacific Holdings, Inc. and the holders party thereto. *
|
|
|
4.20
|
Par Pacific Holdings, Inc. Amended and Restated 2012 Long Term Incentive Plan. Incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed on April 21, 2016.+
|
|
|
10.1
|
Credit Agreement dated as of July 14, 2016, by and among Par Wyoming Holdings, LLC, the lenders party thereto, and Chambers Energy Management, LP, as agent. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 15, 2016.
|
|
|
10.2
|
Third Amended and Restated Loan Agreement dated as of April 30, 2015, by and among Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Wyoming, LLC and Bank of America, N.A. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 15, 2016.
|
|
|
10.3
|
First Amendment to Third Amended and Restated Loan Agreement dated as of March 31, 2016, by and among Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Wyoming, LLC and Bank of America, N.A. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed July 15, 2016.
|
|
|
10.4
|
Second Amendment to Third Amended and Restated Loan Agreement dated as of May 25, 2016, by and among Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Wyoming, LLC and Bank of America, N.A. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed July 15, 2016.
|
|
|
10.5
|
Third Amendment to Third Amended and Restated Loan Agreement dated as of July 14, 2016, by and among Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Wyoming, LLC and Bank of America, N.A. Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed July 15, 2016.
|
|
|
10.6
|
Fourth Amendment to Third Amended and Restated Loan Agreement dated as of July 14, 2016, by and among Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Wyoming, LLC and Bank of America, N.A. Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed July 15, 2016.
|
|
|
10.7
|
Note Purchase Agreement dated as of July 14, 2016, by and among Par Pacific Holdings, Inc. and the purchasers named therein. Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed July 15, 2016. Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed July 15, 2016.
|
|
|
10.8
|
Form of Convertible Subordinated Bridge Note. Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed July 15, 2016.
|
|
|
10.9
|
First Amendment to Seventh Amendment, Consent and Waiver to Delayed Draw Term Loan and Bridge Loan Credit Agreement dated as of July 14, 2016, by and among Par Pacific Holdings, Inc., the Guarantors party thereto and the Term Lenders party thereto. Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed July 15, 2016.
|
|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
|
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
|
|
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.*
|
|
|
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. *
|
|
|
101.INS
|
XBRL Instance Document.**
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Documents.**
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.**
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.**
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.**
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.**
|
|
PAR PACIFIC HOLDINGS, INC.
(Registrant)
|
|||
|
|
|
|
|
|
By:
|
/s/ William Pate
|
|
|
|
|
William Pate
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
By:
|
/s/ Christopher Micklas
|
|
|
|
|
Christopher Micklas
|
|
|
|
|
Chief Financial Officer
|
|
|
I.
|
Amendment to the Registration Rights Agreement
:
|
II.
|
General Provisions
|
I.
|
Amendment to the Registration Rights Agreement
:
|
II.
|
General Provisions
|
I.
|
Amendment to the Registration Rights Agreement
:
|
II.
|
General Provisions
|
I.
|
Amendment to the Registration Rights Agreement
:
|
II.
|
General Provisions
|
I.
|
Amendment to the Registration Rights Agreement
:
|
II.
|
General Provisions
|
I.
|
Amendment to the Registration Rights Agreement
:
|
II.
|
General Provisions
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Par Pacific Holdings, Inc.;
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
|
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
/s/ William Pate
|
William Pate
|
President and Chief Executive Officer
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Par Pacific Holdings, Inc.;
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
|
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
/s/ Christopher Micklas
|
Christopher Micklas
|
Chief Financial Officer
|
|
|
|
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
|
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
/s/ William Pate
|
William Pate
|
President and Chief Executive Officer
|
|
|
|
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
|
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
/s/ Christopher Micklas
|
Christopher Micklas
|
Chief Financial Officer
|