|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
84-1060803
|
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
|
incorporation or organization)
|
Identification No.)
|
|
|
|
Title of Each Class
|
|
Trading Symbol(s)
|
|
Name of Each Exchange on Which Registered
|
|
Common stock, $0.01 par value
|
|
PARR
|
|
New York Stock Exchange
|
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
|
|
|
|
|
|
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
|
|
|
|
||
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Page No.
|
||
|
Item 1.
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
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|
||
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Item 2.
|
||
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Item 3.
|
||
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Item 4.
|
||
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|
||
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Item 1.
|
||
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Item 1A.
|
||
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Item 2.
|
||
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Item 3.
|
||
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Item 4.
|
||
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Item 5.
|
||
|
Item 6.
|
||
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
ASSETS
|
|
|
|
|
|
||
|
Current assets
|
|
|
|
|
|||
|
Cash and cash equivalents
|
$
|
142,869
|
|
|
$
|
126,015
|
|
|
Restricted cash
|
2,413
|
|
|
2,413
|
|
||
|
Total cash, cash equivalents, and restricted cash
|
145,282
|
|
|
128,428
|
|
||
|
Trade accounts receivable, net of allowances of $1.1 million and $1.2 million at June 30, 2020 and December 31, 2019, respectively
|
114,499
|
|
|
228,718
|
|
||
|
Inventories
|
427,679
|
|
|
615,872
|
|
||
|
Prepaid and other current assets
|
32,305
|
|
|
59,156
|
|
||
|
Total current assets
|
719,765
|
|
|
1,032,174
|
|
||
|
Property, plant, and equipment
|
|
|
|
|
|||
|
Property, plant, and equipment
|
1,176,672
|
|
|
1,146,983
|
|
||
|
Less accumulated depreciation, depletion, and amortization
|
(224,684
|
)
|
|
(185,040
|
)
|
||
|
Property, plant, and equipment, net
|
951,988
|
|
|
961,943
|
|
||
|
Long-term assets
|
|
|
|
|
|||
|
Operating lease right-of-use assets
|
378,323
|
|
|
420,073
|
|
||
|
Investment in Laramie Energy, LLC
|
—
|
|
|
46,905
|
|
||
|
Intangible assets, net
|
20,221
|
|
|
21,549
|
|
||
|
Goodwill
|
127,997
|
|
|
195,919
|
|
||
|
Other long-term assets
|
26,504
|
|
|
21,997
|
|
||
|
Total assets
|
$
|
2,224,798
|
|
|
$
|
2,700,560
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|||
|
Current liabilities
|
|
|
|
|
|||
|
Current maturities of long-term debt
|
$
|
58,490
|
|
|
$
|
12,297
|
|
|
Obligations under inventory financing agreements
|
433,298
|
|
|
656,162
|
|
||
|
Accounts payable
|
111,309
|
|
|
162,402
|
|
||
|
Deferred revenue
|
3,012
|
|
|
7,905
|
|
||
|
Accrued taxes
|
24,425
|
|
|
30,813
|
|
||
|
Operating lease liabilities
|
61,013
|
|
|
79,999
|
|
||
|
Other accrued liabilities
|
115,023
|
|
|
84,744
|
|
||
|
Total current liabilities
|
806,570
|
|
|
1,034,322
|
|
||
|
Long-term liabilities
|
|
|
|
|
|||
|
Long-term debt, net of current maturities
|
653,956
|
|
|
599,634
|
|
||
|
Common stock warrants
|
—
|
|
|
8,206
|
|
||
|
Finance lease liabilities
|
7,143
|
|
|
6,227
|
|
||
|
Operating lease liabilities
|
321,393
|
|
|
340,909
|
|
||
|
Other liabilities
|
43,260
|
|
|
63,020
|
|
||
|
Total liabilities
|
1,832,322
|
|
|
2,052,318
|
|
||
|
Commitments and contingencies (Note 14)
|
|
|
|
|
|
||
|
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 June 30, 2020 and December 31, 2019, 53,942,034 shares and 53,254,151 shares issued at June 30, 2020 and December 31, 2019, respectively
|
539
|
|
|
533
|
|
||
|
Additional paid-in capital
|
722,194
|
|
|
715,069
|
|
||
|
Accumulated deficit
|
(330,839
|
)
|
|
(67,942
|
)
|
||
|
Accumulated other comprehensive income
|
582
|
|
|
582
|
|
||
|
Total stockholders’ equity
|
392,476
|
|
|
648,242
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
2,224,798
|
|
|
$
|
2,700,560
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Revenues
|
$
|
515,301
|
|
|
$
|
1,409,409
|
|
|
$
|
1,719,384
|
|
|
$
|
2,600,744
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||
|
Cost of revenues (excluding depreciation)
|
441,278
|
|
|
1,251,842
|
|
|
1,651,489
|
|
|
2,312,574
|
|
||||
|
Operating expense (excluding depreciation)
|
67,027
|
|
|
74,830
|
|
|
140,418
|
|
|
148,504
|
|
||||
|
Depreciation, depletion, and amortization
|
22,128
|
|
|
21,919
|
|
|
43,411
|
|
|
42,876
|
|
||||
|
Impairment expense
|
—
|
|
|
—
|
|
|
67,922
|
|
|
—
|
|
||||
|
General and administrative expense (excluding depreciation)
|
10,221
|
|
|
11,379
|
|
|
22,005
|
|
|
23,044
|
|
||||
|
Acquisition and integration costs
|
90
|
|
|
818
|
|
|
755
|
|
|
3,702
|
|
||||
|
Total operating expenses
|
540,744
|
|
|
1,360,788
|
|
|
1,926,000
|
|
|
2,530,700
|
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Operating income (loss)
|
(25,443
|
)
|
|
48,621
|
|
|
(206,616
|
)
|
|
70,044
|
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||
|
Interest expense and financing costs, net
|
(16,414
|
)
|
|
(20,278
|
)
|
|
(35,088
|
)
|
|
(38,988
|
)
|
||||
|
Debt extinguishment and commitment costs
|
—
|
|
|
(3,690
|
)
|
|
—
|
|
|
(9,186
|
)
|
||||
|
Other income, net
|
455
|
|
|
2,177
|
|
|
479
|
|
|
2,264
|
|
||||
|
Change in value of common stock warrants
|
—
|
|
|
(957
|
)
|
|
4,270
|
|
|
(2,239
|
)
|
||||
|
Equity earnings (losses) from Laramie Energy, LLC
|
(1,874
|
)
|
|
491
|
|
|
(46,905
|
)
|
|
792
|
|
||||
|
Total other income (expense), net
|
(17,833
|
)
|
|
(22,257
|
)
|
|
(77,244
|
)
|
|
(47,357
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Income (loss) before income taxes
|
(43,276
|
)
|
|
26,364
|
|
|
(283,860
|
)
|
|
22,687
|
|
||||
|
Income tax benefit
|
2,716
|
|
|
1,805
|
|
|
20,963
|
|
|
66,574
|
|
||||
|
Net income (loss)
|
$
|
(40,560
|
)
|
|
$
|
28,169
|
|
|
$
|
(262,897
|
)
|
|
$
|
89,261
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Income (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||
|
Basic
|
$
|
(0.76
|
)
|
|
$
|
0.56
|
|
|
$
|
(4.94
|
)
|
|
$
|
1.78
|
|
|
Diluted
|
$
|
(0.76
|
)
|
|
$
|
0.56
|
|
|
$
|
(4.94
|
)
|
|
$
|
1.75
|
|
|
Weighted-average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||
|
Basic
|
53,265
|
|
|
49,960
|
|
|
53,246
|
|
|
49,529
|
|
||||
|
Diluted
|
53,265
|
|
|
50,074
|
|
|
53,246
|
|
|
55,580
|
|
||||
|
|
Six Months Ended June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Cash flows from operating activities:
|
|
|
|
|
|
||
|
Net Income (Loss)
|
$
|
(262,897
|
)
|
|
$
|
89,261
|
|
|
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
||
|
Depreciation, depletion, and amortization
|
43,411
|
|
|
42,876
|
|
||
|
Impairment expense
|
67,922
|
|
|
—
|
|
||
|
Debt extinguishment and commitment costs
|
—
|
|
|
9,186
|
|
||
|
Non-cash interest expense
|
3,261
|
|
|
4,968
|
|
||
|
Non-cash lower of cost or net realizable value adjustment
|
24,015
|
|
|
9,667
|
|
||
|
Change in value of common stock warrants
|
(4,270
|
)
|
|
2,239
|
|
||
|
Deferred taxes
|
(21,088
|
)
|
|
(67,129
|
)
|
||
|
Stock-based compensation
|
3,537
|
|
|
3,198
|
|
||
|
Unrealized loss on derivative contracts
|
2,048
|
|
|
21,086
|
|
||
|
Equity (earnings) losses from Laramie Energy, LLC
|
46,905
|
|
|
(792
|
)
|
||
|
Net changes in operating assets and liabilities:
|
|
|
|
|
|
||
|
Trade accounts receivable
|
114,219
|
|
|
(60,680
|
)
|
||
|
Prepaid and other assets
|
28,241
|
|
|
12,029
|
|
||
|
Inventories
|
164,178
|
|
|
(164,545
|
)
|
||
|
Deferred turnaround expenditures
|
(6,399
|
)
|
|
(1,894
|
)
|
||
|
Obligations under inventory financing agreements
|
(150,358
|
)
|
|
74,287
|
|
||
|
Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities
|
(18,958
|
)
|
|
50,480
|
|
||
|
Net cash provided by operating activities
|
33,767
|
|
|
24,237
|
|
||
|
Cash flows from investing activities:
|
|
|
|
|
|
||
|
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(274,291
|
)
|
||
|
Proceeds from purchase price settlement related to asset acquisition
|
—
|
|
|
3,226
|
|
||
|
Capital expenditures
|
(30,165
|
)
|
|
(41,404
|
)
|
||
|
Other investing activities
|
5
|
|
|
188
|
|
||
|
Net cash used in investing activities
|
(30,160
|
)
|
|
(312,281
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
|
|
||
|
Proceeds from borrowings
|
180,950
|
|
|
450,505
|
|
||
|
Repayments of borrowings
|
(88,208
|
)
|
|
(180,541
|
)
|
||
|
Net borrowings (repayments) on deferred payment arrangements and receivable advances
|
(72,506
|
)
|
|
71,447
|
|
||
|
Payment of deferred loan costs
|
(6,055
|
)
|
|
(13,413
|
)
|
||
|
Payments for debt extinguishment and commitment costs
|
—
|
|
|
(7,142
|
)
|
||
|
Other financing activities, net
|
(934
|
)
|
|
6
|
|
||
|
Net cash provided by financing activities
|
13,247
|
|
|
320,862
|
|
||
|
Net increase in cash, cash equivalents, and restricted cash
|
16,854
|
|
|
32,818
|
|
||
|
Cash, cash equivalents, and restricted cash at beginning of period
|
128,428
|
|
|
75,819
|
|
||
|
Cash, cash equivalents, and restricted cash at end of period
|
$
|
145,282
|
|
|
$
|
108,637
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||
|
Net cash received (paid) for:
|
|
|
|
||||
|
Interest
|
$
|
(28,950
|
)
|
|
$
|
(26,740
|
)
|
|
Taxes
|
240
|
|
|
(3,966
|
)
|
||
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||
|
Accrued capital expenditures
|
$
|
5,060
|
|
|
$
|
8,085
|
|
|
Value of warrants reclassified to equity
|
3,936
|
|
|
—
|
|
||
|
ROU assets obtained in exchange for new finance lease liabilities
|
1,915
|
|
|
192
|
|
||
|
ROU assets obtained in exchange for new operating lease liabilities
|
4,557
|
|
|
14,308
|
|
||
|
ROU assets terminated in exchange for release from operating lease liabilities
|
7,738
|
|
|
193
|
|
||
|
Common stock issued for business combination
|
—
|
|
|
36,980
|
|
||
|
Common stock issued to repurchase convertible notes
|
—
|
|
|
30,055
|
|
||
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||
|
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
|
|||||||||||
|
|
Common Stock
|
|
Paid-In
|
|
Accumulated
|
|
Comprehensive
|
|
Total
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Income
|
|
Equity
|
|||||||||||
|
Balance, December 31, 2018
|
46,984
|
|
|
$
|
470
|
|
|
$
|
617,937
|
|
|
$
|
(108,751
|
)
|
|
$
|
2,673
|
|
|
$
|
512,329
|
|
|
Issuance of common stock for business combination
|
2,364
|
|
|
23
|
|
|
36,957
|
|
|
—
|
|
|
—
|
|
|
36,980
|
|
|||||
|
Stock-based compensation
|
246
|
|
|
3
|
|
|
1,532
|
|
|
—
|
|
|
—
|
|
|
1,535
|
|
|||||
|
Purchase of common stock for retirement
|
(44
|
)
|
|
—
|
|
|
(734
|
)
|
|
—
|
|
|
—
|
|
|
(734
|
)
|
|||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
61,092
|
|
|
—
|
|
|
61,092
|
|
|||||
|
Balance, March 31, 2019
|
49,550
|
|
|
496
|
|
|
655,692
|
|
|
(47,659
|
)
|
|
2,673
|
|
|
611,202
|
|
|||||
|
Issuance of common stock for convertible notes repurchase, net (1)
|
1,449
|
|
|
14
|
|
|
17,775
|
|
|
—
|
|
|
—
|
|
|
17,789
|
|
|||||
|
Issuance of common stock for employee stock purchase plan
|
37
|
|
|
—
|
|
|
754
|
|
|
—
|
|
|
—
|
|
|
754
|
|
|||||
|
Stock-based compensation
|
(31
|
)
|
|
—
|
|
|
1,550
|
|
|
—
|
|
|
—
|
|
|
1,550
|
|
|||||
|
Purchase of common stock for retirement
|
(2
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||
|
Exercise of stock options
|
21
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
28,169
|
|
|
—
|
|
|
28,169
|
|
|||||
|
Balance, June 30, 2019
|
51,024
|
|
|
$
|
510
|
|
|
$
|
675,870
|
|
|
$
|
(19,490
|
)
|
|
$
|
2,673
|
|
|
$
|
659,563
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||
|
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
|
|||||||||||
|
|
Common Stock
|
|
Paid-In
|
|
Accumulated
|
|
Comprehensive
|
|
Total
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Income
|
|
Equity
|
|||||||||||
|
Balance, December 31, 2019
|
53,254
|
|
|
$
|
533
|
|
|
$
|
715,069
|
|
|
$
|
(67,942
|
)
|
|
$
|
582
|
|
|
$
|
648,242
|
|
|
Exercise of common stock warrants
|
351
|
|
|
3
|
|
|
3,933
|
|
|
—
|
|
|
—
|
|
|
3,936
|
|
|||||
|
Stock-based compensation
|
296
|
|
|
3
|
|
|
1,612
|
|
|
—
|
|
|
—
|
|
|
1,615
|
|
|||||
|
Purchase of common stock for retirement
|
(64
|
)
|
|
(1
|
)
|
|
(1,067
|
)
|
|
—
|
|
|
—
|
|
|
(1,068
|
)
|
|||||
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(222,337
|
)
|
|
—
|
|
|
(222,337
|
)
|
|||||
|
Balance, March 31, 2020
|
53,837
|
|
|
538
|
|
|
719,547
|
|
|
(290,279
|
)
|
|
582
|
|
|
430,388
|
|
|||||
|
Issuance of common stock for employee stock purchase plan
|
95
|
|
|
1
|
|
|
854
|
|
|
—
|
|
|
—
|
|
|
855
|
|
|||||
|
Stock-based compensation
|
10
|
|
|
—
|
|
|
1,794
|
|
|
—
|
|
|
—
|
|
|
1,794
|
|
|||||
|
Purchase of common stock for retirement
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,560
|
)
|
|
—
|
|
|
(40,560
|
)
|
|||||
|
Balance, June 30, 2020
|
53,942
|
|
|
$
|
539
|
|
|
$
|
722,194
|
|
|
$
|
(330,839
|
)
|
|
$
|
582
|
|
|
$
|
392,476
|
|
|
(1)
|
The issuance of common stock for the repurchase of a portion of our 5.00% Convertible Senior Notes in the three months ended June 30, 2019 is presented net of a $12.3 million write-off associated with the equity component of the repurchased notes.
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Cost of revenues
|
|
$
|
5,867
|
|
|
$
|
3,950
|
|
|
$
|
10,495
|
|
|
$
|
7,816
|
|
|
Operating expense
|
|
14,115
|
|
|
13,635
|
|
|
28,566
|
|
|
26,582
|
|
||||
|
General and administrative expense
|
|
835
|
|
|
762
|
|
|
1,636
|
|
|
1,544
|
|
||||
|
|
Six Months Ended June 30, 2020
|
||
|
Beginning balance
|
$
|
46,905
|
|
|
Equity earnings from Laramie Energy (1)
|
(1,611
|
)
|
|
|
Impairment of our investment in Laramie Energy
|
(45,294
|
)
|
|
|
Ending balance
|
$
|
—
|
|
|
(1)
|
As of June 30, 2020, we have discontinued the application of the equity method of accounting for our investment in Laramie Energy because the book value of such investment has been reduced to zero.
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
Current assets
|
$
|
16,964
|
|
|
$
|
23,367
|
|
|
Non-current assets
|
375,679
|
|
|
393,575
|
|
||
|
Current liabilities
|
20,706
|
|
|
229,687
|
|
||
|
Non-current liabilities
|
283,728
|
|
|
85,287
|
|
||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Natural gas and oil revenues
|
$
|
23,545
|
|
|
$
|
43,270
|
|
|
$
|
58,258
|
|
|
$
|
111,194
|
|
|
Income from operations
|
(8,699
|
)
|
|
(8,205
|
)
|
|
(7,330
|
)
|
|
5,538
|
|
||||
|
Net income (loss)
|
(14,349
|
)
|
|
(2,570
|
)
|
|
(13,775
|
)
|
|
(5,553
|
)
|
||||
|
Cash
|
$
|
16,146
|
|
|
Accounts receivable
|
34,954
|
|
|
|
Inventories
|
98,367
|
|
|
|
Prepaid and other assets
|
5,320
|
|
|
|
Property, plant, and equipment
|
412,766
|
|
|
|
Operating lease right-of-use assets
|
62,337
|
|
|
|
Goodwill (1)
|
42,522
|
|
|
|
Total assets (2)
|
672,412
|
|
|
|
Obligations under inventory financing agreements
|
(116,873
|
)
|
|
|
Accounts payable
|
(55,357
|
)
|
|
|
Current operating lease obligations
|
(21,571
|
)
|
|
|
Other current liabilities
|
(18,411
|
)
|
|
|
Long-term operating lease obligations
|
(40,766
|
)
|
|
|
Deferred tax liability
|
(92,103
|
)
|
|
|
Other non-current liabilities
|
(804
|
)
|
|
|
Total liabilities
|
(345,885
|
)
|
|
|
Total
|
$
|
326,527
|
|
|
(1)
|
We allocated $24.7 million and $17.8 million of goodwill to our refining and logistics segments, respectively.
|
|
(2)
|
We allocated $403.9 million and $268.5 million of total assets to our refining and logistics segments, respectively.
|
|
|
Six Months Ended June 30,
|
||
|
|
2019
|
||
|
Revenues
|
$
|
2,628,652
|
|
|
Net income
|
10,035
|
|
|
|
|
|
||
|
Income per share
|
|
||
|
Basic
|
$
|
0.20
|
|
|
Diluted
|
$
|
0.20
|
|
|
Three Months Ended June 30, 2020
|
|
Refining
|
|
Logistics
|
|
Retail
|
||||||
|
Product or service:
|
|
|
|
|
|
|
||||||
|
Gasoline
|
|
$
|
135,370
|
|
|
$
|
—
|
|
|
$
|
47,157
|
|
|
Distillates (1)
|
|
189,760
|
|
|
—
|
|
|
8,642
|
|
|||
|
Other refined products (2)
|
|
129,086
|
|
|
—
|
|
|
—
|
|
|||
|
Merchandise
|
|
—
|
|
|
—
|
|
|
23,382
|
|
|||
|
Transportation and terminalling services
|
|
—
|
|
|
42,132
|
|
|
—
|
|
|||
|
Other revenue
|
|
1,085
|
|
|
—
|
|
|
440
|
|
|||
|
Total segment revenues (3)
|
|
$
|
455,301
|
|
|
$
|
42,132
|
|
|
$
|
79,621
|
|
|
Three Months Ended June 30, 2019
|
|
Refining
|
|
Logistics
|
|
Retail
|
||||||
|
Product or service:
|
|
|
|
|
|
|
||||||
|
Gasoline
|
|
$
|
372,352
|
|
|
$
|
—
|
|
|
$
|
86,248
|
|
|
Distillates (1)
|
|
646,907
|
|
|
—
|
|
|
10,547
|
|
|||
|
Other refined products (2)
|
|
327,939
|
|
|
—
|
|
|
—
|
|
|||
|
Merchandise
|
|
—
|
|
|
—
|
|
|
23,469
|
|
|||
|
Transportation and terminalling services
|
|
—
|
|
|
50,146
|
|
|
—
|
|
|||
|
Other revenue
|
|
359
|
|
|
—
|
|
|
485
|
|
|||
|
Total segment revenues (3)
|
|
$
|
1,347,557
|
|
|
$
|
50,146
|
|
|
$
|
120,749
|
|
|
Six Months Ended June 30, 2020
|
|
Refining
|
|
Logistics
|
|
Retail
|
||||||
|
Product or service:
|
|
|
|
|
|
|
||||||
|
Gasoline
|
|
$
|
421,968
|
|
|
$
|
—
|
|
|
$
|
120,004
|
|
|
Distillates (1)
|
|
773,468
|
|
|
—
|
|
|
17,092
|
|
|||
|
Other refined products (2)
|
|
393,253
|
|
|
—
|
|
|
—
|
|
|||
|
Merchandise
|
|
—
|
|
|
—
|
|
|
44,411
|
|
|||
|
Transportation and terminalling services
|
|
—
|
|
|
101,282
|
|
|
—
|
|
|||
|
Other revenue
|
|
14,738
|
|
|
—
|
|
|
927
|
|
|||
|
Total segment revenues (3)
|
|
$
|
1,603,427
|
|
|
$
|
101,282
|
|
|
$
|
182,434
|
|
|
Six Months Ended June 30, 2019
|
|
Refining
|
|
Logistics
|
|
Retail
|
||||||
|
Product or service:
|
|
|
|
|
|
|
|
|
|
|||
|
Gasoline
|
|
$
|
660,552
|
|
|
$
|
—
|
|
|
$
|
156,011
|
|
|
Distillates (1)
|
|
1,202,799
|
|
|
—
|
|
|
19,556
|
|
|||
|
Other refined products (2)
|
|
629,385
|
|
|
—
|
|
|
—
|
|
|||
|
Merchandise
|
|
—
|
|
|
—
|
|
|
44,078
|
|
|||
|
Transportation and terminalling services
|
|
—
|
|
|
95,355
|
|
|
—
|
|
|||
|
Other revenue
|
|
885
|
|
|
—
|
|
|
935
|
|
|||
|
Total segment revenues (3)
|
|
$
|
2,493,621
|
|
|
$
|
95,355
|
|
|
$
|
220,580
|
|
|
(1)
|
Distillates primarily include diesel and jet fuel.
|
|
(2)
|
Other refined products include fuel oil, gas oil, asphalt, and naphtha.
|
|
(3)
|
Refer to Note 18—Segment Information for the reconciliation of segment revenues to total consolidated revenues.
|
|
|
Titled Inventory
|
|
Supply and Offtake Agreements (1)
|
|
Total
|
||||||
|
Crude oil and feedstocks
|
$
|
94,718
|
|
|
$
|
98,118
|
|
|
$
|
192,836
|
|
|
Refined products and blendstock
|
85,881
|
|
|
85,454
|
|
|
171,335
|
|
|||
|
Warehouse stock and other (2)
|
63,508
|
|
|
—
|
|
|
63,508
|
|
|||
|
Total
|
$
|
244,107
|
|
|
$
|
183,572
|
|
|
$
|
427,679
|
|
|
|
Titled Inventory
|
|
Supply and Offtake Agreements (1)
|
|
Total
|
||||||
|
Crude oil and feedstocks
|
$
|
117,717
|
|
|
$
|
148,303
|
|
|
$
|
266,020
|
|
|
Refined products and blendstock
|
127,966
|
|
|
158,737
|
|
|
286,703
|
|
|||
|
Warehouse stock and other (2)
|
63,149
|
|
|
—
|
|
|
63,149
|
|
|||
|
Total
|
$
|
308,832
|
|
|
$
|
307,040
|
|
|
$
|
615,872
|
|
|
(1)
|
Please read Note 9—Inventory Financing Agreements for further information.
|
|
(2)
|
Includes $17.8 million and $19.1 million of RINs and environmental credits as of June 30, 2020 and December 31, 2019, respectively. RINs and environmental obligations of $68.9 million and $22.8 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019, respectively.
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
Advances to suppliers
|
$
|
17,374
|
|
|
$
|
27,635
|
|
|
Collateral posted with broker for derivative instruments (1)
|
2,712
|
|
|
10,306
|
|
||
|
Prepaid insurance
|
4,580
|
|
|
13,536
|
|
||
|
Derivative assets
|
3,177
|
|
|
2,075
|
|
||
|
Other
|
4,462
|
|
|
5,604
|
|
||
|
Total
|
$
|
32,305
|
|
|
$
|
59,156
|
|
|
(1)
|
Our cash margin that is required as collateral deposits on our commodity derivatives cannot be offset against the fair value of open contracts except in the event of default. Please read Note 11—Derivatives for further information.
|
|
Balance at December 31, 2019
|
$
|
195,919
|
|
|
Impairment expense
|
(67,922
|
)
|
|
|
Balance at June 30, 2020
|
$
|
127,997
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
5.00% Convertible Senior Notes due 2021
|
$
|
48,665
|
|
|
$
|
48,665
|
|
|
7.75% Senior Secured Notes due 2025
|
300,000
|
|
|
300,000
|
|
||
|
ABL Credit Facility
|
—
|
|
|
—
|
|
||
|
Mid Pac Term Loan
|
1,416
|
|
|
1,433
|
|
||
|
Term Loan B
|
234,375
|
|
|
240,625
|
|
||
|
Retail Property Term Loan
|
43,265
|
|
|
44,014
|
|
||
|
PHL Term Loan
|
5,922
|
|
|
—
|
|
||
|
12.875% Senior Secured Notes due 2026
|
105,000
|
|
|
—
|
|
||
|
Principal amount of long-term debt
|
738,643
|
|
|
634,737
|
|
||
|
Less: unamortized discount and deferred financing costs
|
(26,197
|
)
|
|
(22,806
|
)
|
||
|
Total debt, net of unamortized discount and deferred financing costs
|
712,446
|
|
|
611,931
|
|
||
|
Less: current maturities
|
(58,490
|
)
|
|
(12,297
|
)
|
||
|
Long-term debt, net of current maturities
|
$
|
653,956
|
|
|
$
|
599,634
|
|
|
Contract type
|
|
Purchases
|
|
Sales
|
|
Net
|
|||
|
Futures
|
|
415
|
|
|
—
|
|
|
415
|
|
|
Swaps
|
|
6,920
|
|
|
(6,920
|
)
|
|
—
|
|
|
Total
|
|
7,335
|
|
|
(6,920
|
)
|
|
415
|
|
|
|
Balance Sheet Location
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
|
|
|
Asset (Liability)
|
||||||
|
Commodity derivatives (1)
|
Prepaid and other current assets
|
|
$
|
3,177
|
|
|
$
|
2,075
|
|
|
Commodity derivatives
|
Other accrued liabilities
|
|
(6,662
|
)
|
|
(5,534
|
)
|
||
|
J. Aron repurchase obligation derivative
|
Obligations under inventory financing agreements
|
|
(56,842
|
)
|
|
173
|
|
||
|
MLC terminal obligation derivative
|
Obligations under inventory financing agreements
|
|
(9,256
|
)
|
|
(14,717
|
)
|
||
|
|
|
|
|
|
|
||||
|
Interest rate derivatives
|
Other accrued liabilities
|
|
(974
|
)
|
|
(314
|
)
|
||
|
Interest rate derivatives
|
Other liabilities
|
|
(2,557
|
)
|
|
(1,113
|
)
|
||
|
(1)
|
Does not include cash collateral of $2.7 million and $10.3 million recorded in Prepaid and other current assets and $9.5 million and $9.5 million in Other long-term assets as of June 30, 2020 and December 31, 2019, respectively.
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
Statement of Operations Location
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Commodity derivatives
|
Cost of revenues (excluding depreciation)
|
|
$
|
781
|
|
|
$
|
(2,755
|
)
|
|
$
|
(56,378
|
)
|
|
$
|
(3,259
|
)
|
|
J. Aron repurchase obligation derivative
|
Cost of revenues (excluding depreciation)
|
|
(10,370
|
)
|
|
13,388
|
|
|
(57,015
|
)
|
|
(3,919
|
)
|
||||
|
MLC terminal obligation derivative
|
Cost of revenues (excluding depreciation)
|
|
(26,882
|
)
|
|
9,603
|
|
|
56,076
|
|
|
(3,339
|
)
|
||||
|
Interest rate derivatives
|
Interest expense and financing costs, net
|
|
(292
|
)
|
|
(1,471
|
)
|
|
(2,312
|
)
|
|
(1,470
|
)
|
||||
|
|
June 30, 2020
|
||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Effect of Counter-Party Netting
|
|
Net Carrying Value on Balance Sheet (1)
|
||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Commodity derivatives
|
$
|
281
|
|
|
$
|
25,579
|
|
|
$
|
—
|
|
|
$
|
25,860
|
|
|
$
|
(22,683
|
)
|
|
$
|
3,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Commodity derivatives
|
$
|
(131
|
)
|
|
$
|
(29,214
|
)
|
|
$
|
—
|
|
|
$
|
(29,345
|
)
|
|
$
|
22,683
|
|
|
$
|
(6,662
|
)
|
|
J. Aron repurchase obligation derivative
|
—
|
|
|
—
|
|
|
(56,842
|
)
|
|
(56,842
|
)
|
|
—
|
|
|
(56,842
|
)
|
||||||
|
MLC terminal obligation derivative
|
—
|
|
|
—
|
|
|
(9,256
|
)
|
|
(9,256
|
)
|
|
—
|
|
|
(9,256
|
)
|
||||||
|
Interest rate derivatives
|
—
|
|
|
(3,531
|
)
|
|
—
|
|
|
(3,531
|
)
|
|
—
|
|
|
(3,531
|
)
|
||||||
|
Total
|
$
|
(131
|
)
|
|
$
|
(32,745
|
)
|
|
$
|
(66,098
|
)
|
|
$
|
(98,974
|
)
|
|
$
|
22,683
|
|
|
$
|
(76,291
|
)
|
|
|
December 31, 2019
|
||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Effect of Counter-Party Netting
|
|
Net Carrying Value on Balance Sheet (1)
|
||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Commodity derivatives
|
$
|
4,595
|
|
|
$
|
2,075
|
|
|
$
|
—
|
|
|
$
|
6,670
|
|
|
$
|
(4,595
|
)
|
|
$
|
2,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Common stock warrants
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(8,206
|
)
|
|
$
|
(8,206
|
)
|
|
$
|
—
|
|
|
$
|
(8,206
|
)
|
|
Commodity derivatives
|
(10,129
|
)
|
|
—
|
|
|
—
|
|
|
(10,129
|
)
|
|
4,595
|
|
|
(5,534
|
)
|
||||||
|
J. Aron repurchase obligation derivative
|
—
|
|
|
—
|
|
|
173
|
|
|
173
|
|
|
—
|
|
|
173
|
|
||||||
|
MLC terminal obligation derivative
|
—
|
|
|
—
|
|
|
(14,717
|
)
|
|
(14,717
|
)
|
|
—
|
|
|
(14,717
|
)
|
||||||
|
Interest rate derivatives
|
—
|
|
|
(1,427
|
)
|
|
—
|
|
|
(1,427
|
)
|
|
—
|
|
|
(1,427
|
)
|
||||||
|
Total
|
$
|
(10,129
|
)
|
|
$
|
(1,427
|
)
|
|
$
|
(22,750
|
)
|
|
$
|
(34,306
|
)
|
|
$
|
4,595
|
|
|
$
|
(29,711
|
)
|
|
(1)
|
Does not include cash collateral of $12.2 million and $19.8 million as of June 30, 2020 and December 31, 2019, respectively, included within Prepaid and other current assets and Other long-term assets on our condensed consolidated balance sheets.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Balance, at beginning of period
|
$
|
4,534
|
|
|
$
|
(26,741
|
)
|
|
$
|
(22,750
|
)
|
|
$
|
(922
|
)
|
|
Settlements
|
(33,380
|
)
|
|
(7,898
|
)
|
|
(46,679
|
)
|
|
(7,898
|
)
|
||||
|
Acquired
|
—
|
|
|
6,353
|
|
|
—
|
|
|
(2,301
|
)
|
||||
|
Total gains (losses) included in earnings
|
(37,252
|
)
|
|
15,566
|
|
|
3,331
|
|
|
(1,599
|
)
|
||||
|
Balance, at end of period
|
$
|
(66,098
|
)
|
|
$
|
(12,720
|
)
|
|
$
|
(66,098
|
)
|
|
$
|
(12,720
|
)
|
|
|
June 30, 2020
|
||||||
|
|
Carrying Value
|
|
Fair Value
|
||||
|
5.00% Convertible Senior Notes due 2021 (1) (3)
|
$
|
46,008
|
|
|
$
|
44,999
|
|
|
7.75% Senior Secured Notes due 2025 (1)
|
292,649
|
|
|
260,922
|
|
||
|
Mid Pac Term Loan (2)
|
1,416
|
|
|
1,416
|
|
||
|
Term Loan B Facility (1)
|
225,116
|
|
|
200,391
|
|
||
|
Retail Property Term Loan (2)
|
42,570
|
|
|
42,570
|
|
||
|
PHL Term Loan (2)
|
5,871
|
|
|
5,871
|
|
||
|
12.875% Senior Secured Notes due 2026 (1)
|
98,816
|
|
|
106,050
|
|
||
|
|
December 31, 2019
|
||||||
|
|
Carrying Value
|
|
Fair Value
|
||||
|
5.00% Convertible Senior Notes due 2021 (1) (3)
|
$
|
44,783
|
|
|
$
|
66,477
|
|
|
7.75% Senior Secured Notes due 2025 (1)
|
292,015
|
|
|
309,375
|
|
||
|
Mid Pac Term Loan (2)
|
1,433
|
|
|
1,433
|
|
||
|
Term Loan B Facility (1)
|
230,474
|
|
|
240,625
|
|
||
|
Retail Property Term Loan (2)
|
43,226
|
|
|
43,226
|
|
||
|
Common stock warrants (2)
|
8,206
|
|
|
8,206
|
|
||
|
(1)
|
The fair value measurements of the 5.00% Convertible Senior Notes, 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes are considered Level 2 measurements in the fair value hierarchy as discussed below.
|
|
(2)
|
The fair value measurements of the common stock warrants, Mid Pac Term Loan, Retail Property Term Loan, and PHL Term Loan are considered Level 3 measurements in the fair value hierarchy.
|
|
(3)
|
The carrying value of the 5.00% Convertible Senior Notes excludes the fair value of the equity component, which was classified as equity upon issuance.
|
|
Lease type
|
|
Balance Sheet Location
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
Assets
|
|
|
|
|
|
|
||||
|
Finance
|
|
Property, plant, and equipment
|
|
$
|
13,467
|
|
|
$
|
11,552
|
|
|
Finance
|
|
Accumulated amortization
|
|
(5,460
|
)
|
|
(4,447
|
)
|
||
|
Finance
|
|
Property, plant, and equipment, net
|
|
$
|
8,007
|
|
|
$
|
7,105
|
|
|
Operating
|
|
Operating lease right-of-use assets
|
|
378,323
|
|
|
420,073
|
|
||
|
Total right-of-use assets
|
|
$
|
386,330
|
|
|
$
|
427,178
|
|
||
|
|
|
|
|
|
|
|
||||
|
Liabilities
|
|
|
|
|
|
|
||||
|
Current
|
|
|
|
|
|
|
||||
|
Finance
|
|
Other accrued liabilities
|
|
$
|
1,838
|
|
|
$
|
1,784
|
|
|
Operating
|
|
Operating lease liabilities
|
|
61,013
|
|
|
79,999
|
|
||
|
Long-term
|
|
|
|
|
|
|
||||
|
Finance
|
|
Finance lease liabilities
|
|
7,143
|
|
|
6,227
|
|
||
|
Operating
|
|
Operating lease liabilities
|
|
321,393
|
|
|
340,909
|
|
||
|
Total lease liabilities
|
|
|
|
$
|
391,387
|
|
|
$
|
428,919
|
|
|
|
|
|
|
|
|
|
||||
|
Weighted-average remaining lease term (in years)
|
|
|
|
|
||||||
|
Finance
|
|
|
|
5.73
|
|
|
5.69
|
|
||
|
Operating
|
|
|
|
10.57
|
|
|
10.26
|
|
||
|
Weighted-average discount rate
|
|
|
|
|
||||||
|
Finance
|
|
|
|
7.39
|
%
|
|
6.68
|
%
|
||
|
Operating
|
|
|
|
7.72
|
%
|
|
7.88
|
%
|
||
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
Lease cost type
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Finance lease cost
|
|
|
|
|
|
|
|
|
||||||||
|
Amortization of finance lease ROU assets
|
|
$
|
534
|
|
|
$
|
402
|
|
|
$
|
1,014
|
|
|
$
|
901
|
|
|
Interest on lease liabilities
|
|
164
|
|
|
108
|
|
|
331
|
|
|
264
|
|
||||
|
Operating lease cost
|
|
27,160
|
|
|
24,566
|
|
|
54,130
|
|
|
47,978
|
|
||||
|
Variable lease cost
|
|
1,855
|
|
|
910
|
|
|
4,550
|
|
|
2,540
|
|
||||
|
Short-term lease cost
|
|
643
|
|
|
163
|
|
|
842
|
|
|
416
|
|
||||
|
Net lease cost
|
|
$
|
30,356
|
|
|
$
|
26,149
|
|
|
$
|
60,867
|
|
|
$
|
52,099
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
Lease type
|
|
2020
|
|
2019
|
||||
|
Cash paid for amounts included in the measurement of liabilities
|
|
|
|
|
||||
|
Financing cash flows from finance leases
|
|
$
|
819
|
|
|
$
|
996
|
|
|
Operating cash flows from finance leases
|
|
322
|
|
|
245
|
|
||
|
Operating cash flows from operating leases
|
|
51,179
|
|
|
46,044
|
|
||
|
Non-cash supplemental amounts
|
|
|
|
|
||||
|
ROU assets obtained in exchange for new finance lease liabilities
|
|
1,915
|
|
|
192
|
|
||
|
ROU assets obtained in exchange for new operating lease liabilities
|
|
4,557
|
|
|
14,308
|
|
||
|
ROU assets terminated in exchange for release from operating lease liabilities
|
|
7,738
|
|
|
193
|
|
||
|
For the year ending December 31,
|
|
Finance leases
|
|
Operating leases
|
|
Total
|
||||||
|
2020 (1)
|
|
$
|
1,369
|
|
|
$
|
52,562
|
|
|
$
|
53,931
|
|
|
2021
|
|
1,944
|
|
|
68,534
|
|
|
70,478
|
|
|||
|
2022
|
|
1,735
|
|
|
67,367
|
|
|
69,102
|
|
|||
|
2023
|
|
1,735
|
|
|
53,589
|
|
|
55,324
|
|
|||
|
2024
|
|
1,441
|
|
|
43,855
|
|
|
45,296
|
|
|||
|
2025
|
|
1,201
|
|
|
42,487
|
|
|
43,688
|
|
|||
|
Thereafter
|
|
1,658
|
|
|
200,329
|
|
|
201,987
|
|
|||
|
Total lease payments
|
|
11,083
|
|
|
528,723
|
|
|
539,806
|
|
|||
|
Less amount representing interest
|
|
(2,102
|
)
|
|
(146,317
|
)
|
|
(148,419
|
)
|
|||
|
Present value of lease liabilities
|
|
$
|
8,981
|
|
|
$
|
382,406
|
|
|
$
|
391,387
|
|
|
(1)
|
Represents period from July 1, 2020 to December 31, 2020.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Restricted Stock Awards
|
$
|
1,036
|
|
|
$
|
854
|
|
|
$
|
1,951
|
|
|
$
|
1,800
|
|
|
Restricted Stock Units
|
324
|
|
|
308
|
|
|
644
|
|
|
562
|
|
||||
|
Stock Option Awards
|
434
|
|
|
388
|
|
|
814
|
|
|
723
|
|
||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Net income (loss)
|
$
|
(40,560
|
)
|
|
$
|
28,169
|
|
|
$
|
(262,897
|
)
|
|
$
|
89,261
|
|
|
Less: Undistributed income allocated to participating securities (1)
|
—
|
|
|
324
|
|
|
—
|
|
|
1,021
|
|
||||
|
Net income (loss) attributable to common stockholders
|
(40,560
|
)
|
|
27,845
|
|
|
(262,897
|
)
|
|
88,240
|
|
||||
|
Plus: Net income effect of convertible securities
|
—
|
|
|
—
|
|
|
—
|
|
|
8,897
|
|
||||
|
Numerator for diluted income (loss) per common share
|
$
|
(40,560
|
)
|
|
$
|
27,845
|
|
|
$
|
(262,897
|
)
|
|
$
|
97,137
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic weighted-average common stock shares outstanding
|
53,265
|
|
|
49,960
|
|
|
53,246
|
|
|
49,529
|
|
||||
|
Plus: dilutive effects of common stock equivalents (2)
|
—
|
|
|
114
|
|
|
—
|
|
|
6,051
|
|
||||
|
Diluted weighted-average common stock shares outstanding
|
53,265
|
|
|
50,074
|
|
|
53,246
|
|
|
55,580
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Basic income (loss) per common share
|
$
|
(0.76
|
)
|
|
$
|
0.56
|
|
|
$
|
(4.94
|
)
|
|
$
|
1.78
|
|
|
Diluted income (loss) per common share
|
$
|
(0.76
|
)
|
|
$
|
0.56
|
|
|
$
|
(4.94
|
)
|
|
$
|
1.75
|
|
|
(1)
|
Participating securities include restricted stock that had been issued but has not yet vested during the three and six months ended June 30, 2019. These participating securities were fully vested as of December 31, 2019.
|
|
(2)
|
Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per common share for the three and six months ended June 30, 2020.
|
|
Three Months Ended June 30, 2020
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate, Eliminations and Other (1)
|
|
Total
|
||||||||||
|
Revenues
|
|
$
|
455,301
|
|
|
$
|
42,132
|
|
|
$
|
79,621
|
|
|
$
|
(61,753
|
)
|
|
$
|
515,301
|
|
|
Cost of revenues (excluding depreciation)
|
|
429,967
|
|
|
27,680
|
|
|
45,382
|
|
|
(61,751
|
)
|
|
441,278
|
|
|||||
|
Operating expense (excluding depreciation)
|
|
49,385
|
|
|
2,247
|
|
|
15,395
|
|
|
—
|
|
|
67,027
|
|
|||||
|
Depreciation, depletion, and amortization
|
|
12,706
|
|
|
5,902
|
|
|
2,664
|
|
|
856
|
|
|
22,128
|
|
|||||
|
General and administrative expense (excluding depreciation)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,221
|
|
|
10,221
|
|
|||||
|
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|
90
|
|
|||||
|
Operating income (loss)
|
|
$
|
(36,757
|
)
|
|
$
|
6,303
|
|
|
$
|
16,180
|
|
|
$
|
(11,169
|
)
|
|
$
|
(25,443
|
)
|
|
Interest expense and financing costs, net
|
|
|
|
|
|
|
|
|
|
(16,414
|
)
|
|||||||||
|
Other income, net
|
|
|
|
|
|
|
|
|
|
455
|
|
|||||||||
|
Equity losses from Laramie Energy, LLC
|
|
|
|
|
|
|
|
|
|
(1,874
|
)
|
|||||||||
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
(43,276
|
)
|
|||||||||
|
Income tax benefit
|
|
|
|
|
|
|
|
|
|
2,716
|
|
|||||||||
|
Net loss
|
|
|
|
|
|
|
|
|
|
$
|
(40,560
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
|
$
|
11,165
|
|
|
$
|
2,972
|
|
|
$
|
527
|
|
|
$
|
553
|
|
|
$
|
15,217
|
|
|
Three Months Ended June 30, 2019
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate, Eliminations and Other (1)
|
|
Total
|
||||||||||
|
Revenues
|
|
$
|
1,347,557
|
|
|
$
|
50,146
|
|
|
$
|
120,749
|
|
|
$
|
(109,043
|
)
|
|
$
|
1,409,409
|
|
|
Cost of revenues (excluding depreciation)
|
|
1,244,366
|
|
|
26,758
|
|
|
89,782
|
|
|
(109,064
|
)
|
|
1,251,842
|
|
|||||
|
Operating expense (excluding depreciation)
|
|
55,393
|
|
|
3,028
|
|
|
16,409
|
|
|
—
|
|
|
74,830
|
|
|||||
|
Depreciation, depletion, and amortization
|
|
14,613
|
|
|
3,989
|
|
|
2,532
|
|
|
785
|
|
|
21,919
|
|
|||||
|
General and administrative expense (excluding depreciation)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,379
|
|
|
11,379
|
|
|||||
|
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
818
|
|
|
818
|
|
|||||
|
Operating income (loss)
|
|
$
|
33,185
|
|
|
$
|
16,371
|
|
|
$
|
12,026
|
|
|
$
|
(12,961
|
)
|
|
$
|
48,621
|
|
|
Interest expense and financing costs, net
|
|
|
|
|
|
|
|
|
|
(20,278
|
)
|
|||||||||
|
Debt extinguishment and commitment costs
|
|
|
|
|
|
|
|
|
|
(3,690
|
)
|
|||||||||
|
Other income, net
|
|
|
|
|
|
|
|
|
|
2,177
|
|
|||||||||
|
Change in value of common stock warrants
|
|
|
|
|
|
|
|
|
|
(957
|
)
|
|||||||||
|
Equity earnings from Laramie Energy, LLC
|
|
|
|
|
|
|
|
|
|
491
|
|
|||||||||
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
26,364
|
|
|||||||||
|
Income tax benefit
|
|
|
|
|
|
|
|
|
|
1,805
|
|
|||||||||
|
Net income
|
|
|
|
|
|
|
|
|
|
$
|
28,169
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
|
$
|
9,437
|
|
|
$
|
11,945
|
|
|
$
|
1,798
|
|
|
$
|
360
|
|
|
$
|
23,540
|
|
|
(1)
|
Includes eliminations of intersegment revenues and cost of revenues of $61.8 million and $109.0 million for the three months ended June 30, 2020 and 2019, respectively.
|
|
Six Months Ended June 30, 2020
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate, Eliminations and Other (1)
|
|
Total
|
||||||||||
|
Revenues
|
|
$
|
1,603,427
|
|
|
$
|
101,282
|
|
|
$
|
182,434
|
|
|
$
|
(167,759
|
)
|
|
$
|
1,719,384
|
|
|
Cost of revenues (excluding depreciation)
|
|
1,643,320
|
|
|
59,116
|
|
|
116,812
|
|
|
(167,759
|
)
|
|
1,651,489
|
|
|||||
|
Operating expense (excluding depreciation)
|
|
101,629
|
|
|
6,518
|
|
|
32,271
|
|
|
—
|
|
|
140,418
|
|
|||||
|
Depreciation, depletion, and amortization
|
|
25,700
|
|
|
10,569
|
|
|
5,463
|
|
|
1,679
|
|
|
43,411
|
|
|||||
|
Impairment expense
|
|
38,105
|
|
|
—
|
|
|
29,817
|
|
|
—
|
|
|
67,922
|
|
|||||
|
General and administrative expense (excluding depreciation)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,005
|
|
|
22,005
|
|
|||||
|
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
755
|
|
|
755
|
|
|||||
|
Operating income (loss)
|
|
$
|
(205,327
|
)
|
|
$
|
25,079
|
|
|
$
|
(1,929
|
)
|
|
$
|
(24,439
|
)
|
|
$
|
(206,616
|
)
|
|
Interest expense and financing costs, net
|
|
|
|
|
|
|
|
|
|
(35,088
|
)
|
|||||||||
|
Other income, net
|
|
|
|
|
|
|
|
|
|
479
|
|
|||||||||
|
Change in value of common stock warrants
|
|
|
|
|
|
|
|
|
|
4,270
|
|
|||||||||
|
Equity losses from Laramie Energy, LLC
|
|
|
|
|
|
|
|
|
|
(46,905
|
)
|
|||||||||
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
(283,860
|
)
|
|||||||||
|
Income tax benefit
|
|
|
|
|
|
|
|
|
|
20,963
|
|
|||||||||
|
Net loss
|
|
|
|
|
|
|
|
|
|
$
|
(262,897
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
|
$
|
17,248
|
|
|
$
|
10,190
|
|
|
$
|
1,861
|
|
|
$
|
866
|
|
|
$
|
30,165
|
|
|
Six Months Ended June 30, 2019
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate, Eliminations and Other (1)
|
|
Total
|
||||||||||
|
Revenues
|
|
$
|
2,493,621
|
|
|
$
|
95,355
|
|
|
$
|
220,580
|
|
|
$
|
(208,812
|
)
|
|
$
|
2,600,744
|
|
|
Cost of revenues (excluding depreciation)
|
|
2,306,934
|
|
|
53,288
|
|
|
161,120
|
|
|
(208,768
|
)
|
|
2,312,574
|
|
|||||
|
Operating expense (excluding depreciation)
|
|
110,648
|
|
|
5,392
|
|
|
32,464
|
|
|
—
|
|
|
148,504
|
|
|||||
|
Depreciation, depletion, and amortization
|
|
28,491
|
|
|
7,885
|
|
|
4,906
|
|
|
1,594
|
|
|
42,876
|
|
|||||
|
General and administrative expense (excluding depreciation)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,044
|
|
|
23,044
|
|
|||||
|
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,702
|
|
|
3,702
|
|
|||||
|
Operating income (loss)
|
|
$
|
47,548
|
|
|
$
|
28,790
|
|
|
$
|
22,090
|
|
|
$
|
(28,384
|
)
|
|
$
|
70,044
|
|
|
Interest expense and financing costs, net
|
|
|
|
|
|
|
|
|
|
(38,988
|
)
|
|||||||||
|
Debt extinguishment and commitment costs
|
|
|
|
|
|
|
|
|
|
(9,186
|
)
|
|||||||||
|
Other income, net
|
|
|
|
|
|
|
|
|
|
2,264
|
|
|||||||||
|
Change in value of common stock warrants
|
|
|
|
|
|
|
|
|
|
(2,239
|
)
|
|||||||||
|
Equity earnings from Laramie Energy, LLC
|
|
|
|
|
|
|
|
|
|
792
|
|
|||||||||
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
22,687
|
|
|||||||||
|
Income tax benefit
|
|
|
|
|
|
|
|
|
|
66,574
|
|
|||||||||
|
Net income
|
|
|
|
|
|
|
|
|
|
$
|
89,261
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
|
$
|
18,883
|
|
|
$
|
17,458
|
|
|
$
|
4,277
|
|
|
$
|
786
|
|
|
$
|
41,404
|
|
|
(1)
|
Includes eliminations of intersegment revenues and cost of revenues of $167.8 million and $208.8 million for the six months ended June 30, 2020 and 2019, respectively.
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2020
|
|
2019
|
|
$ Change
|
|
% Change (1)
|
|||||||
|
Revenues
|
$
|
515,301
|
|
|
$
|
1,409,409
|
|
|
$
|
(894,108
|
)
|
|
(63
|
)%
|
|
Cost of revenues (excluding depreciation)
|
441,278
|
|
|
1,251,842
|
|
|
(810,564
|
)
|
|
(65
|
)%
|
|||
|
Operating expense (excluding depreciation)
|
67,027
|
|
|
74,830
|
|
|
(7,803
|
)
|
|
(10
|
)%
|
|||
|
Depreciation, depletion, and amortization
|
22,128
|
|
|
21,919
|
|
|
209
|
|
|
1
|
%
|
|||
|
General and administrative expense (excluding depreciation)
|
10,221
|
|
|
11,379
|
|
|
(1,158
|
)
|
|
(10
|
)%
|
|||
|
Acquisition and integration costs
|
90
|
|
|
818
|
|
|
(728
|
)
|
|
(89
|
)%
|
|||
|
Total operating expenses
|
540,744
|
|
|
1,360,788
|
|
|
|
|
|
|
||||
|
Operating income (loss)
|
(25,443
|
)
|
|
48,621
|
|
|
|
|
|
|
||||
|
Other income (expense)
|
|
|
|
|
|
|
|
|
||||||
|
Interest expense and financing costs, net
|
(16,414
|
)
|
|
(20,278
|
)
|
|
3,864
|
|
|
19
|
%
|
|||
|
Debt extinguishment and commitment costs
|
—
|
|
|
(3,690
|
)
|
|
3,690
|
|
|
100
|
%
|
|||
|
Other income, net
|
455
|
|
|
2,177
|
|
|
(1,722
|
)
|
|
(79
|
)%
|
|||
|
Change in value of common stock warrants
|
—
|
|
|
(957
|
)
|
|
957
|
|
|
100
|
%
|
|||
|
Equity earnings (losses) from Laramie Energy, LLC
|
(1,874
|
)
|
|
491
|
|
|
(2,365
|
)
|
|
(482
|
)%
|
|||
|
Total other income (expense), net
|
(17,833
|
)
|
|
(22,257
|
)
|
|
|
|
|
|
||||
|
Income (loss) before income taxes
|
(43,276
|
)
|
|
26,364
|
|
|
|
|
|
|
||||
|
Income tax benefit
|
2,716
|
|
|
1,805
|
|
|
911
|
|
|
50
|
%
|
|||
|
Net income (loss)
|
$
|
(40,560
|
)
|
|
$
|
28,169
|
|
|
|
|
|
|
||
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2020
|
|
2019
|
|
$ Change
|
|
% Change (1)
|
|||||||
|
Revenues
|
$
|
1,719,384
|
|
|
$
|
2,600,744
|
|
|
$
|
(881,360
|
)
|
|
(34
|
)%
|
|
Cost of revenues (excluding depreciation)
|
1,651,489
|
|
|
2,312,574
|
|
|
(661,085
|
)
|
|
(29
|
)%
|
|||
|
Operating expense (excluding depreciation)
|
140,418
|
|
|
148,504
|
|
|
(8,086
|
)
|
|
(5
|
)%
|
|||
|
Depreciation, depletion, and amortization
|
43,411
|
|
|
42,876
|
|
|
535
|
|
|
1
|
%
|
|||
|
Impairment expense
|
67,922
|
|
|
—
|
|
|
67,922
|
|
|
NM
|
|
|||
|
General and administrative expense (excluding depreciation)
|
22,005
|
|
|
23,044
|
|
|
(1,039
|
)
|
|
(5
|
)%
|
|||
|
Acquisition and integration costs
|
755
|
|
|
3,702
|
|
|
(2,947
|
)
|
|
(80
|
)%
|
|||
|
Total operating expenses
|
1,926,000
|
|
|
2,530,700
|
|
|
|
|
|
|||||
|
Operating income (loss)
|
(206,616
|
)
|
|
70,044
|
|
|
|
|
|
|||||
|
Other income (expense)
|
|
|
|
|
|
|
|
|||||||
|
Interest expense and financing costs, net
|
(35,088
|
)
|
|
(38,988
|
)
|
|
3,900
|
|
|
10
|
%
|
|||
|
Debt extinguishment and commitment costs
|
—
|
|
|
(9,186
|
)
|
|
9,186
|
|
|
100
|
%
|
|||
|
Other income, net
|
479
|
|
|
2,264
|
|
|
(1,785
|
)
|
|
(79
|
)%
|
|||
|
Change in value of common stock warrants
|
4,270
|
|
|
(2,239
|
)
|
|
6,509
|
|
|
291
|
%
|
|||
|
Equity earnings (losses) from Laramie Energy, LLC
|
(46,905
|
)
|
|
792
|
|
|
(47,697
|
)
|
|
(6,022
|
)%
|
|||
|
Total other income (expense), net
|
(77,244
|
)
|
|
(47,357
|
)
|
|
|
|
|
|||||
|
Income (loss) before income taxes
|
(283,860
|
)
|
|
22,687
|
|
|
|
|
|
|||||
|
Income tax benefit
|
20,963
|
|
|
66,574
|
|
|
(45,611
|
)
|
|
(69
|
)%
|
|||
|
Net income (loss)
|
$
|
(262,897
|
)
|
|
$
|
89,261
|
|
|
|
|
|
|||
|
Three months ended June 30, 2020
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate, Eliminations and Other (1)
|
|
Total
|
||||||||||
|
Revenues
|
|
$
|
455,301
|
|
|
$
|
42,132
|
|
|
$
|
79,621
|
|
|
$
|
(61,753
|
)
|
|
$
|
515,301
|
|
|
Cost of revenues (excluding depreciation)
|
|
429,967
|
|
|
27,680
|
|
|
45,382
|
|
|
(61,751
|
)
|
|
441,278
|
|
|||||
|
Operating expense (excluding depreciation)
|
|
49,385
|
|
|
2,247
|
|
|
15,395
|
|
|
—
|
|
|
67,027
|
|
|||||
|
Depreciation, depletion, and amortization
|
|
12,706
|
|
|
5,902
|
|
|
2,664
|
|
|
856
|
|
|
22,128
|
|
|||||
|
General and administrative expense (excluding depreciation)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,221
|
|
|
10,221
|
|
|||||
|
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|
90
|
|
|||||
|
Operating income (loss)
|
|
$
|
(36,757
|
)
|
|
$
|
6,303
|
|
|
$
|
16,180
|
|
|
$
|
(11,169
|
)
|
|
$
|
(25,443
|
)
|
|
Three months ended June 30, 2019
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate, Eliminations and Other (1)
|
|
Total
|
||||||||||
|
Revenues
|
|
$
|
1,347,557
|
|
|
$
|
50,146
|
|
|
$
|
120,749
|
|
|
$
|
(109,043
|
)
|
|
$
|
1,409,409
|
|
|
Cost of revenues (excluding depreciation)
|
|
1,244,366
|
|
|
26,758
|
|
|
89,782
|
|
|
(109,064
|
)
|
|
1,251,842
|
|
|||||
|
Operating expense (excluding depreciation)
|
|
55,393
|
|
|
3,028
|
|
|
16,409
|
|
|
—
|
|
|
74,830
|
|
|||||
|
Depreciation, depletion, and amortization
|
|
14,613
|
|
|
3,989
|
|
|
2,532
|
|
|
785
|
|
|
21,919
|
|
|||||
|
General and administrative expense (excluding depreciation)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,379
|
|
|
11,379
|
|
|||||
|
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
818
|
|
|
818
|
|
|||||
|
Operating income (loss)
|
|
$
|
33,185
|
|
|
$
|
16,371
|
|
|
$
|
12,026
|
|
|
$
|
(12,961
|
)
|
|
$
|
48,621
|
|
|
(1)
|
Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $61.8 million and $109.0 million for the three months ended June 30, 2020 and 2019, respectively.
|
|
Six months ended June 30, 2020
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate, Eliminations and Other (1)
|
|
Total
|
||||||||||
|
Revenues
|
|
$
|
1,603,427
|
|
|
$
|
101,282
|
|
|
$
|
182,434
|
|
|
$
|
(167,759
|
)
|
|
$
|
1,719,384
|
|
|
Cost of revenues (excluding depreciation)
|
|
1,643,320
|
|
|
59,116
|
|
|
116,812
|
|
|
(167,759
|
)
|
|
1,651,489
|
|
|||||
|
Operating expense (excluding depreciation)
|
|
101,629
|
|
|
6,518
|
|
|
32,271
|
|
|
—
|
|
|
140,418
|
|
|||||
|
Depreciation, depletion, and amortization
|
|
25,700
|
|
|
10,569
|
|
|
5,463
|
|
|
1,679
|
|
|
43,411
|
|
|||||
|
Impairment expense
|
|
38,105
|
|
|
—
|
|
|
29,817
|
|
|
—
|
|
|
67,922
|
|
|||||
|
General and administrative expense (excluding depreciation)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,005
|
|
|
22,005
|
|
|||||
|
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
755
|
|
|
755
|
|
|||||
|
Operating income (loss)
|
|
$
|
(205,327
|
)
|
|
$
|
25,079
|
|
|
$
|
(1,929
|
)
|
|
$
|
(24,439
|
)
|
|
$
|
(206,616
|
)
|
|
Six months ended June 30, 2019
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate, Eliminations and Other (1)
|
|
Total
|
||||||||||
|
Revenues
|
|
$
|
2,493,621
|
|
|
$
|
95,355
|
|
|
$
|
220,580
|
|
|
$
|
(208,812
|
)
|
|
$
|
2,600,744
|
|
|
Cost of revenues (excluding depreciation)
|
|
2,306,934
|
|
|
53,288
|
|
|
161,120
|
|
|
(208,768
|
)
|
|
2,312,574
|
|
|||||
|
Operating expense (excluding depreciation)
|
|
110,648
|
|
|
5,392
|
|
|
32,464
|
|
|
—
|
|
|
148,504
|
|
|||||
|
Depreciation, depletion, and amortization
|
|
28,491
|
|
|
7,885
|
|
|
4,906
|
|
|
1,594
|
|
|
42,876
|
|
|||||
|
General and administrative expense (excluding depreciation)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,044
|
|
|
23,044
|
|
|||||
|
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,702
|
|
|
3,702
|
|
|||||
|
Operating income (loss)
|
|
$
|
47,548
|
|
|
$
|
28,790
|
|
|
$
|
22,090
|
|
|
$
|
(28,384
|
)
|
|
$
|
70,044
|
|
|
(1)
|
Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $167.8 million and $208.8 million for the six months ended June 30, 2020 and 2019, respectively.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Total Refining Segment
|
|
|
|
|
|
|
|
||||||||
|
Feedstocks Throughput (Mbpd) (1)
|
115.5
|
|
|
172.9
|
|
|
133.5
|
|
|
167.6
|
|
||||
|
Refined product sales volume (Mbpd) (1)
|
119.3
|
|
|
176.4
|
|
|
149.5
|
|
|
171.1
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Hawaii Refineries
|
|
|
|
|
|
|
|
||||||||
|
Combined Feedstocks Throughput (Mbpd)
|
66.5
|
|
|
116.2
|
|
|
80.7
|
|
|
114.6
|
|
||||
|
Par East Throughput (Mbpd)
|
66.5
|
|
|
75.8
|
|
|
68.1
|
|
|
74.2
|
|
||||
|
Par West Throughput (Mbpd)
|
—
|
|
|
40.4
|
|
|
12.6
|
|
|
40.4
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Yield (% of total throughput)
|
|
|
|
|
|
|
|
||||||||
|
Gasoline and gasoline blendstocks
|
23.6
|
%
|
|
23.1
|
%
|
|
24.3
|
%
|
|
22.9
|
%
|
||||
|
Distillates
|
40.8
|
%
|
|
44.5
|
%
|
|
45.1
|
%
|
|
43.7
|
%
|
||||
|
Fuel oils
|
29.0
|
%
|
|
24.3
|
%
|
|
26.4
|
%
|
|
26.6
|
%
|
||||
|
Other products
|
2.9
|
%
|
|
5.2
|
%
|
|
0.2
|
%
|
|
3.5
|
%
|
||||
|
Total yield
|
96.3
|
%
|
|
97.1
|
%
|
|
96.0
|
%
|
|
96.7
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Refined product sales volume (Mbpd)
|
|
|
|
|
|
|
|
||||||||
|
On-island sales volume
|
69.1
|
|
|
113.5
|
|
|
94.3
|
|
|
110.2
|
|
||||
|
Exports sales volume
|
—
|
|
|
4.4
|
|
|
—
|
|
|
5.0
|
|
||||
|
Total refined product sales volume
|
69.1
|
|
|
117.9
|
|
|
94.3
|
|
|
115.2
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Adjusted Gross Margin per bbl ($/throughput bbl) (2)
|
$
|
(6.96
|
)
|
|
$
|
3.46
|
|
|
$
|
(2.73
|
)
|
|
$
|
3.60
|
|
|
Production costs per bbl ($/throughput bbl) (3)
|
4.45
|
|
|
2.82
|
|
|
3.81
|
|
|
2.82
|
|
||||
|
DD&A per bbl ($/throughput bbl)
|
0.48
|
|
|
0.43
|
|
|
0.39
|
|
|
0.43
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Washington Refinery
|
|
|
|
|
|
|
|
||||||||
|
Feedstocks Throughput (Mbpd) (1)
|
35.9
|
|
|
39.1
|
|
|
38.4
|
|
|
38.2
|
|
||||
|
Yield (% of total throughput)
|
|
|
|
|
|
|
|
||||||||
|
Gasoline and gasoline blendstocks
|
23.4
|
%
|
|
24.1
|
%
|
|
23.7
|
%
|
|
24.1
|
%
|
||||
|
Distillates
|
34.9
|
%
|
|
35.2
|
%
|
|
35.7
|
%
|
|
35.8
|
%
|
||||
|
Asphalt
|
19.2
|
%
|
|
18.8
|
%
|
|
18.8
|
%
|
|
17.6
|
%
|
||||
|
Other products
|
18.3
|
%
|
|
19.2
|
%
|
|
19.2
|
%
|
|
19.9
|
%
|
||||
|
Total yield
|
95.8
|
%
|
|
97.3
|
%
|
|
97.4
|
%
|
|
97.4
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Refined product sales volume (Mbpd) (1)
|
36.9
|
|
|
40.9
|
|
|
40.3
|
|
|
40.9
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Adjusted Gross Margin per bbl ($/throughput bbl) (2)
|
$
|
3.78
|
|
|
$
|
9.76
|
|
|
$
|
7.06
|
|
|
$
|
9.81
|
|
|
Production costs per bbl ($/throughput bbl) (3)
|
3.76
|
|
|
4.42
|
|
|
3.57
|
|
|
4.63
|
|
||||
|
DD&A per bbl ($/throughput bbl)
|
1.49
|
|
|
1.50
|
|
|
1.46
|
|
|
1.67
|
|
||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Wyoming Refinery
|
|
|
|
|
|
|
|
||||||||
|
Feedstocks Throughput (Mbpd)
|
13.1
|
|
|
17.6
|
|
|
14.4
|
|
|
16.9
|
|
||||
|
Yield (% of total throughput)
|
|
|
|
|
|
|
|
||||||||
|
Gasoline and gasoline blendstocks
|
45.7
|
%
|
|
48.0
|
%
|
|
48.6
|
%
|
|
50.2
|
%
|
||||
|
Distillates
|
47.8
|
%
|
|
45.5
|
%
|
|
46.1
|
%
|
|
43.7
|
%
|
||||
|
Fuel oils
|
2.1
|
%
|
|
1.6
|
%
|
|
1.8
|
%
|
|
1.7
|
%
|
||||
|
Other products
|
2.0
|
%
|
|
2.8
|
%
|
|
1.2
|
%
|
|
1.9
|
%
|
||||
|
Total yield
|
97.6
|
%
|
|
97.9
|
%
|
|
97.7
|
%
|
|
97.5
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Refined product sales volume (Mbpd)
|
13.3
|
|
|
17.6
|
|
|
14.9
|
|
|
17.3
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Adjusted Gross Margin per bbl ($/throughput bbl) (2)
|
$
|
6.22
|
|
|
$
|
16.78
|
|
|
$
|
2.39
|
|
|
$
|
15.72
|
|
|
Production costs per bbl ($/throughput bbl) (3)
|
7.72
|
|
|
5.58
|
|
|
7.06
|
|
|
6.59
|
|
||||
|
DD&A per bbl ($/throughput bbl)
|
4.13
|
|
|
2.97
|
|
|
3.73
|
|
|
2.82
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Market Indices ($ per barrel)
|
|
|
|
|
|
|
|
||||||||
|
3-1-2 Singapore Crack Spread (4)
|
$
|
(0.14
|
)
|
|
$
|
9.39
|
|
|
$
|
3.99
|
|
|
$
|
9.27
|
|
|
Pacific Northwest 5-2-2-1 Index (5)
|
11.92
|
|
|
17.14
|
|
|
12.58
|
|
|
14.31
|
|
||||
|
Wyoming 3-2-1 Index (6)
|
17.39
|
|
|
28.89
|
|
|
16.62
|
|
|
22.03
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Crude Prices ($ per barrel)
|
|
|
|
|
|
|
|
||||||||
|
Brent
|
$
|
33.39
|
|
|
$
|
68.47
|
|
|
$
|
42.10
|
|
|
$
|
66.16
|
|
|
WTI
|
28.00
|
|
|
59.91
|
|
|
36.99
|
|
|
57.42
|
|
||||
|
ANS
|
28.17
|
|
|
69.40
|
|
|
40.22
|
|
|
66.76
|
|
||||
|
Bakken Clearbrook
|
24.63
|
|
|
58.49
|
|
|
33.65
|
|
|
56.68
|
|
||||
|
WCS Hardisty
|
18.40
|
|
|
47.35
|
|
|
23.18
|
|
|
45.82
|
|
||||
|
Brent M1-M3
|
(2.19
|
)
|
|
1.42
|
|
|
(1.37
|
)
|
|
0.75
|
|
||||
|
(1)
|
Feedstocks throughput and sales volumes per day for the Washington refinery for the three and six months ended June 30, 2019 are calculated based on the 91 and 171-day periods for which we owned the Washington refinery in 2019. As such, the amounts for the total refining segment represent the sum of the Hawaii and Wyoming refineries’ throughput or sales volumes averaged over the three and six months ended June 30, 2019 plus the Washington refinery’s throughput or sales volumes averaged over the periods from April 1, 2019 to June 30, 2019 and January 11, 2019 to June 30, 2019, respectively. The 2020 amounts for the total refining segment represent the sum of the Hawaii, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the three and six months ended June 30, 2020.
|
|
(2)
|
We calculate Adjusted Gross Margin per barrel by dividing Adjusted Gross Margin by total refining throughput. Adjusted Gross Margin for our Washington refinery is determined under the last-in, first-out (“LIFO”) inventory costing method. Adjusted Gross Margin for our other refineries is determined under the first-in, first-out (“FIFO”) inventory costing method. Please see discussion of Adjusted Gross Margin below.
|
|
(3)
|
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 refineries 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.
|
|
(4)
|
After completing the acquisition of the Par West Hawaii refinery in December 2018, we began shifting our Hawaii production profile to supply the local utilities with low sulfur fuel oil and significantly reduced our high sulfur fuel oil yield. In 2020,
|
|
(5)
|
We believe the Pacific Northwest 5-2-2-1 Index is the most representative market indicator for our operations in Tacoma, Washington. The Pacific Northwest 5-2-2-1 Index is computed by taking two parts gasoline (sub-octane), two parts middle distillates (ULSD and jet fuel), and one part fuel oil as created from five barrels of Alaskan North Slope (“ANS”) crude oil. The 2019 price for the three and six months ended June 30, 2019 represents the price averaged over the periods from April 1, 2019 to June 30, 2019 and January 11, 2019 to June 30, 2019, respectively.
|
|
(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 most representative market indicator for our operations in Wyoming. The Wyoming 3-2-1 Index is computed by taking two parts gasoline and one part distillates (ULSD) as created from three barrels of West Texas Intermediate Crude Oil (“WTI”). 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 June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
|
Retail Segment
|
|
|
|
|
|
|
|
||||
|
Retail sales volumes (thousands of gallons)
|
22,586
|
|
|
31,810
|
|
|
51,027
|
|
|
61,544
|
|
|
Three months ended June 30, 2020
|
Refining
|
|
Logistics
|
|
Retail
|
||||||
|
Operating income (loss)
|
$
|
(36,757
|
)
|
|
$
|
6,303
|
|
|
$
|
16,180
|
|
|
Operating expense (excluding depreciation)
|
49,385
|
|
|
2,247
|
|
|
15,395
|
|
|||
|
Depreciation, depletion, and amortization
|
12,706
|
|
|
5,902
|
|
|
2,664
|
|
|||
|
Inventory valuation adjustment
|
(35,979
|
)
|
|
—
|
|
|
—
|
|
|||
|
RINs loss in excess of net obligation
|
10,738
|
|
|
—
|
|
|
—
|
|
|||
|
Unrealized gain on derivatives
|
(22,431
|
)
|
|
—
|
|
|
—
|
|
|||
|
Adjusted Gross Margin (1)
|
$
|
(22,338
|
)
|
|
$
|
14,452
|
|
|
$
|
34,239
|
|
|
Three months ended June 30, 2019
|
Refining
|
|
Logistics
|
|
Retail
|
||||||
|
Operating income
|
$
|
33,185
|
|
|
$
|
16,371
|
|
|
$
|
12,026
|
|
|
Operating expense (excluding depreciation)
|
55,393
|
|
|
3,028
|
|
|
16,409
|
|
|||
|
Depreciation, depletion, and amortization
|
14,613
|
|
|
3,989
|
|
|
2,532
|
|
|||
|
Inventory valuation adjustment
|
(22,102
|
)
|
|
—
|
|
|
—
|
|
|||
|
RINs loss in excess of net obligation
|
2,713
|
|
|
—
|
|
|
—
|
|
|||
|
Unrealized loss on derivatives
|
14,379
|
|
|
—
|
|
|
—
|
|
|||
|
Adjusted Gross Margin (1)
|
$
|
98,181
|
|
|
$
|
23,388
|
|
|
$
|
30,967
|
|
|
Six months ended June 30, 2020
|
Refining
|
|
Logistics
|
|
Retail
|
||||||
|
Operating income (loss)
|
$
|
(205,327
|
)
|
|
$
|
25,079
|
|
|
$
|
(1,929
|
)
|
|
Operating expense (excluding depreciation)
|
101,629
|
|
|
6,518
|
|
|
32,271
|
|
|||
|
Depreciation, depletion, and amortization
|
25,700
|
|
|
10,569
|
|
|
5,463
|
|
|||
|
Impairment expense
|
38,105
|
|
|
—
|
|
|
29,817
|
|
|||
|
Inventory valuation adjustment
|
39,345
|
|
|
—
|
|
|
—
|
|
|||
|
RINs loss in excess of net obligation
|
17,340
|
|
|
—
|
|
|
—
|
|
|||
|
Unrealized loss on derivatives
|
445
|
|
|
—
|
|
|
—
|
|
|||
|
Adjusted Gross Margin
|
$
|
17,237
|
|
|
$
|
42,166
|
|
|
$
|
65,622
|
|
|
Six months ended June 30, 2019
|
Refining
|
|
Logistics
|
|
Retail
|
||||||
|
Operating income
|
$
|
47,548
|
|
|
$
|
28,790
|
|
|
$
|
22,090
|
|
|
Operating expense (excluding depreciation)
|
110,648
|
|
|
5,392
|
|
|
32,464
|
|
|||
|
Depreciation, depletion, and amortization
|
28,491
|
|
|
7,885
|
|
|
4,906
|
|
|||
|
Inventory valuation adjustment
|
(18,804
|
)
|
|
—
|
|
|
—
|
|
|||
|
RINs gain in excess of net obligation
|
(1,799
|
)
|
|
—
|
|
|
—
|
|
|||
|
Unrealized loss on derivatives
|
20,677
|
|
|
—
|
|
|
—
|
|
|||
|
Adjusted Gross Margin (1)
|
$
|
186,761
|
|
|
$
|
42,067
|
|
|
$
|
59,460
|
|
|
(1)
|
For the three months ended June 30, 2020 and the three and six months ended June 30, 2019, there was no impairment expense recorded in Operating income (loss).
|
|
•
|
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 June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Net income (loss)
|
$
|
(40,560
|
)
|
|
$
|
28,169
|
|
|
$
|
(262,897
|
)
|
|
$
|
89,261
|
|
|
Inventory valuation adjustment
|
(35,979
|
)
|
|
(22,102
|
)
|
|
39,345
|
|
|
(18,804
|
)
|
||||
|
RINs loss (gain) in excess of net obligation
|
10,738
|
|
|
2,713
|
|
|
17,340
|
|
|
(1,799
|
)
|
||||
|
Unrealized loss (gain) on derivatives
|
(22,431
|
)
|
|
14,335
|
|
|
445
|
|
|
20,677
|
|
||||
|
Acquisition and integration costs
|
90
|
|
|
818
|
|
|
755
|
|
|
3,702
|
|
||||
|
Debt extinguishment and commitment costs
|
—
|
|
|
3,690
|
|
|
—
|
|
|
9,186
|
|
||||
|
Changes in valuation allowance and other deferred tax items (1)
|
(2,714
|
)
|
|
(2,318
|
)
|
|
(21,087
|
)
|
|
(67,669
|
)
|
||||
|
Change in value of common stock warrants
|
—
|
|
|
957
|
|
|
(4,270
|
)
|
|
2,239
|
|
||||
|
Severance costs
|
96
|
|
|
—
|
|
|
245
|
|
|
—
|
|
||||
|
Impairment expense
|
—
|
|
|
—
|
|
|
67,922
|
|
|
—
|
|
||||
|
Impairment of Investment in Laramie Energy, LLC (2)
|
—
|
|
|
—
|
|
|
45,294
|
|
|
—
|
|
||||
|
Par’s share of Laramie Energy’s unrealized loss (gain) on derivatives (2)
|
—
|
|
|
(3,859
|
)
|
|
(1,110
|
)
|
|
(5,090
|
)
|
||||
|
Adjusted Net Income (Loss) (3)
|
(90,760
|
)
|
|
22,403
|
|
|
(118,018
|
)
|
|
31,703
|
|
||||
|
Depreciation, depletion, and amortization
|
22,128
|
|
|
21,919
|
|
|
43,411
|
|
|
42,876
|
|
||||
|
Interest expense and financing costs, net
|
16,414
|
|
|
20,278
|
|
|
35,088
|
|
|
38,988
|
|
||||
|
Equity losses from Laramie Energy, LLC, excluding Par’s share of unrealized loss (gain) on derivatives and impairment losses
|
1,874
|
|
|
3,368
|
|
|
2,721
|
|
|
4,298
|
|
||||
|
Income tax expense (benefit)
|
(2
|
)
|
|
513
|
|
|
124
|
|
|
1,095
|
|
||||
|
Adjusted EBITDA
|
$
|
(50,346
|
)
|
|
$
|
68,481
|
|
|
$
|
(36,674
|
)
|
|
$
|
118,960
|
|
|
(1)
|
Includes increases in (releases of) our valuation allowance associated with business combinations and changes in deferred tax assets and liabilities that are not offset by a change in the valuation allowance. These tax expenses (benefits) are included in Income tax benefit on our condensed consolidated statements of operations.
|
|
(2)
|
Included in Equity earnings (losses) from Laramie Energy, LLC on our condensed consolidated statements of operations.
|
|
(3)
|
For the three and six months ended June 30, 2020 and 2019, there was no (gain) loss on sale of assets or change in value of contingent consideration.
|
|
|
As of June 30, 2020
|
||||||||||||||
|
|
Parent Guarantor
|
|
Issuer and Subsidiaries
|
|
Non-Guarantor Subsidiaries and Eliminations
|
|
Par Pacific Holdings, Inc. and Subsidiaries
|
||||||||
|
ASSETS
|
|
|
|
|
|
|
|
||||||||
|
Current assets
|
|
|
|
|
|
|
|
||||||||
|
Cash and cash equivalents
|
$
|
3,944
|
|
|
$
|
137,685
|
|
|
$
|
1,240
|
|
|
$
|
142,869
|
|
|
Restricted cash
|
743
|
|
|
1,670
|
|
|
—
|
|
|
2,413
|
|
||||
|
Trade accounts receivable
|
—
|
|
|
114,496
|
|
|
3
|
|
|
114,499
|
|
||||
|
Inventories
|
—
|
|
|
427,679
|
|
|
—
|
|
|
427,679
|
|
||||
|
Prepaid and other current assets
|
5,539
|
|
|
26,122
|
|
|
644
|
|
|
32,305
|
|
||||
|
Due from related parties
|
147,802
|
|
|
—
|
|
|
(147,802
|
)
|
|
—
|
|
||||
|
Total current assets
|
158,028
|
|
|
707,652
|
|
|
(145,915
|
)
|
|
719,765
|
|
||||
|
Property, plant, and equipment
|
|
|
|
|
|
|
|
|
|||||||
|
Property, plant, and equipment
|
20,992
|
|
|
1,117,888
|
|
|
37,792
|
|
|
1,176,672
|
|
||||
|
Less accumulated depreciation, depletion, and amortization
|
(12,947
|
)
|
|
(209,161
|
)
|
|
(2,576
|
)
|
|
(224,684
|
)
|
||||
|
Property, plant, and equipment, net
|
8,045
|
|
|
908,727
|
|
|
35,216
|
|
|
951,988
|
|
||||
|
Long-term assets
|
|
|
|
|
|
|
|
|
|||||||
|
Operating lease right-of-use assets
|
3,999
|
|
|
390,776
|
|
|
(16,452
|
)
|
|
378,323
|
|
||||
|
Investment in subsidiaries
|
350,213
|
|
|
—
|
|
|
(350,213
|
)
|
|
—
|
|
||||
|
Intangible assets, net
|
—
|
|
|
20,221
|
|
|
—
|
|
|
20,221
|
|
||||
|
Goodwill
|
—
|
|
|
125,399
|
|
|
2,598
|
|
|
127,997
|
|
||||
|
Other long-term assets
|
722
|
|
|
25,782
|
|
|
—
|
|
|
26,504
|
|
||||
|
Total assets
|
$
|
521,007
|
|
|
$
|
2,178,557
|
|
|
$
|
(474,766
|
)
|
|
$
|
2,224,798
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|||||||
|
Current liabilities
|
|
|
|
|
|
|
|
|
|||||||
|
Current maturities of long-term debt
|
$
|
46,008
|
|
|
$
|
10,930
|
|
|
$
|
1,552
|
|
|
$
|
58,490
|
|
|
Obligations under inventory financing agreements
|
—
|
|
|
433,298
|
|
|
—
|
|
|
433,298
|
|
||||
|
Accounts payable
|
2,224
|
|
|
107,602
|
|
|
1,483
|
|
|
111,309
|
|
||||
|
Deferred revenue
|
—
|
|
|
3,012
|
|
|
—
|
|
|
3,012
|
|
||||
|
Accrued taxes
|
—
|
|
|
24,382
|
|
|
43
|
|
|
24,425
|
|
||||
|
Operating lease liabilities
|
744
|
|
|
64,419
|
|
|
(4,150
|
)
|
|
61,013
|
|
||||
|
Other accrued liabilities
|
4,106
|
|
|
112,137
|
|
|
(1,220
|
)
|
|
115,023
|
|
||||
|
Due to related parties
|
70,036
|
|
|
81,138
|
|
|
(151,174
|
)
|
|
—
|
|
||||
|
Total current liabilities
|
123,118
|
|
|
836,918
|
|
|
(153,466
|
)
|
|
806,570
|
|
||||
|
Long-term liabilities
|
|
|
|
|
|
|
|
|
|||||||
|
Long-term debt, net of current maturities
|
—
|
|
|
612,938
|
|
|
41,018
|
|
|
653,956
|
|
||||
|
Finance lease liabilities
|
89
|
|
|
7,054
|
|
|
—
|
|
|
7,143
|
|
||||
|
Operating lease liabilities
|
5,195
|
|
|
328,500
|
|
|
(12,302
|
)
|
|
321,393
|
|
||||
|
Other liabilities
|
129
|
|
|
81,199
|
|
|
(38,068
|
)
|
|
43,260
|
|
||||
|
Total liabilities
|
128,531
|
|
|
1,866,609
|
|
|
(162,818
|
)
|
|
1,832,322
|
|
||||
|
Commitments and contingencies
|
|
|
|
|
|
|
|
||||||||
|
Stockholders’ equity
|
|
|
|
|
|
|
|
||||||||
|
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Common stock
|
539
|
|
|
—
|
|
|
—
|
|
|
539
|
|
||||
|
Additional paid-in capital
|
722,194
|
|
|
307,967
|
|
|
(307,967
|
)
|
|
722,194
|
|
||||
|
Accumulated earnings (deficit)
|
(330,839
|
)
|
|
2,569
|
|
|
(2,569
|
)
|
|
(330,839
|
)
|
||||
|
Accumulated other comprehensive income
|
582
|
|
|
1,412
|
|
|
(1,412
|
)
|
|
582
|
|
||||
|
Total stockholders’ equity
|
392,476
|
|
|
311,948
|
|
|
(311,948
|
)
|
|
392,476
|
|
||||
|
Total liabilities and stockholders’ equity
|
$
|
521,007
|
|
|
$
|
2,178,557
|
|
|
$
|
(474,766
|
)
|
|
$
|
2,224,798
|
|
|
|
As of December 31, 2019
|
||||||||||||||
|
|
Parent Guarantor
|
|
Issuer and Subsidiaries
|
|
Non-Guarantor Subsidiaries and Eliminations
|
|
Par Pacific Holdings, Inc. and Subsidiaries
|
||||||||
|
ASSETS
|
|
|
|
|
|
|
|
||||||||
|
Current assets
|
|
|
|
|
|
|
|
||||||||
|
Cash and cash equivalents
|
$
|
6,309
|
|
|
$
|
118,812
|
|
|
$
|
894
|
|
|
$
|
126,015
|
|
|
Restricted cash
|
743
|
|
|
1,670
|
|
|
—
|
|
|
2,413
|
|
||||
|
Trade accounts receivable
|
—
|
|
|
228,707
|
|
|
11
|
|
|
228,718
|
|
||||
|
Inventories
|
—
|
|
|
615,872
|
|
|
—
|
|
|
615,872
|
|
||||
|
Prepaid and other current assets
|
12,325
|
|
|
46,470
|
|
|
361
|
|
|
59,156
|
|
||||
|
Due from related parties
|
180,686
|
|
|
—
|
|
|
(180,686
|
)
|
|
—
|
|
||||
|
Total current assets
|
200,063
|
|
|
1,011,531
|
|
|
(179,420
|
)
|
|
1,032,174
|
|
||||
|
Property, plant, and equipment
|
|
|
|
|
|
|
|
|
|||||||
|
Property, plant, and equipment
|
20,961
|
|
|
1,088,230
|
|
|
37,792
|
|
|
1,146,983
|
|
||||
|
Less accumulated depreciation, depletion, and amortization
|
(12,117
|
)
|
|
(170,607
|
)
|
|
(2,316
|
)
|
|
(185,040
|
)
|
||||
|
Property, plant, and equipment, net
|
8,844
|
|
|
917,623
|
|
|
35,476
|
|
|
961,943
|
|
||||
|
Long-term assets
|
|
|
|
|
|
|
|
|
|||||||
|
Operating lease right-of-use assets
|
4,276
|
|
|
434,909
|
|
|
(19,112
|
)
|
|
420,073
|
|
||||
|
Investment in Laramie Energy, LLC
|
—
|
|
|
—
|
|
|
46,905
|
|
|
46,905
|
|
||||
|
Investment in subsidiaries
|
636,742
|
|
|
—
|
|
|
(636,742
|
)
|
|
—
|
|
||||
|
Intangible assets, net
|
—
|
|
|
21,549
|
|
|
—
|
|
|
21,549
|
|
||||
|
Goodwill
|
—
|
|
|
193,321
|
|
|
2,598
|
|
|
195,919
|
|
||||
|
Other long-term assets
|
1,128
|
|
|
20,869
|
|
|
—
|
|
|
21,997
|
|
||||
|
Total assets
|
$
|
851,053
|
|
|
$
|
2,599,802
|
|
|
$
|
(750,295
|
)
|
|
$
|
2,700,560
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|||||||
|
Current liabilities
|
|
|
|
|
|
|
|
|
|||||||
|
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
10,777
|
|
|
$
|
1,520
|
|
|
$
|
12,297
|
|
|
Obligations under inventory financing agreements
|
—
|
|
|
656,162
|
|
|
—
|
|
|
656,162
|
|
||||
|
Accounts payable
|
2,597
|
|
|
158,323
|
|
|
1,482
|
|
|
162,402
|
|
||||
|
Deferred revenue
|
—
|
|
|
7,905
|
|
|
—
|
|
|
7,905
|
|
||||
|
Accrued taxes
|
—
|
|
|
30,745
|
|
|
68
|
|
|
30,813
|
|
||||
|
Operating lease liabilities
|
698
|
|
|
84,366
|
|
|
(5,065
|
)
|
|
79,999
|
|
||||
|
Other accrued liabilities
|
14,591
|
|
|
72,670
|
|
|
(2,517
|
)
|
|
84,744
|
|
||||
|
Due to related parties
|
125,778
|
|
|
101,936
|
|
|
(227,714
|
)
|
|
—
|
|
||||
|
Total current liabilities
|
143,664
|
|
|
1,122,884
|
|
|
(232,226
|
)
|
|
1,034,322
|
|
||||
|
Long-term liabilities
|
|
|
|
|
|
|
|
|
|||||||
|
Long-term debt, net of current maturities
|
44,783
|
|
|
513,145
|
|
|
41,706
|
|
|
599,634
|
|
||||
|
Common stock warrants
|
8,206
|
|
|
—
|
|
|
—
|
|
|
8,206
|
|
||||
|
Finance lease liabilities
|
223
|
|
|
6,004
|
|
|
—
|
|
|
6,227
|
|
||||
|
Operating lease liabilities
|
5,629
|
|
|
349,327
|
|
|
(14,047
|
)
|
|
340,909
|
|
||||
|
Other liabilities
|
306
|
|
|
120,001
|
|
|
(57,287
|
)
|
|
63,020
|
|
||||
|
Total liabilities
|
202,811
|
|
|
2,111,361
|
|
|
(261,854
|
)
|
|
2,052,318
|
|
||||
|
Commitments and contingencies
|
|
|
|
|
|
|
|
||||||||
|
Stockholders’ equity
|
|
|
|
|
|
|
|
||||||||
|
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Common stock
|
533
|
|
|
—
|
|
|
—
|
|
|
533
|
|
||||
|
Additional paid-in capital
|
715,069
|
|
|
293,006
|
|
|
(293,006
|
)
|
|
715,069
|
|
||||
|
Accumulated earnings (deficit)
|
(67,942
|
)
|
|
194,023
|
|
|
(194,023
|
)
|
|
(67,942
|
)
|
||||
|
Accumulated other comprehensive income
|
582
|
|
|
1,412
|
|
|
(1,412
|
)
|
|
582
|
|
||||
|
Total stockholders’ equity
|
648,242
|
|
|
488,441
|
|
|
(488,441
|
)
|
|
648,242
|
|
||||
|
Total liabilities and stockholders’ equity
|
$
|
851,053
|
|
|
$
|
2,599,802
|
|
|
$
|
(750,295
|
)
|
|
$
|
2,700,560
|
|
|
|
Three Months Ended June 30, 2020
|
||||||||||||||
|
|
Parent Guarantor
|
|
Issuer and Subsidiaries
|
|
Non-Guarantor Subsidiaries and Eliminations
|
|
Par Pacific Holdings, Inc. and Subsidiaries
|
||||||||
|
Revenues
|
$
|
—
|
|
|
$
|
515,301
|
|
|
$
|
—
|
|
|
$
|
515,301
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Operating expenses
|
|
|
|
|
|
|
|
||||||||
|
Cost of revenues (excluding depreciation)
|
—
|
|
|
441,278
|
|
|
—
|
|
|
441,278
|
|
||||
|
Operating expense (excluding depreciation)
|
—
|
|
|
68,210
|
|
|
(1,183
|
)
|
|
67,027
|
|
||||
|
Depreciation, depletion, and amortization
|
769
|
|
|
21,229
|
|
|
130
|
|
|
22,128
|
|
||||
|
General and administrative expense (excluding depreciation)
|
2,628
|
|
|
7,593
|
|
|
—
|
|
|
10,221
|
|
||||
|
Acquisition and integration costs
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
||||
|
Total operating expenses
|
3,397
|
|
|
538,400
|
|
|
(1,053
|
)
|
|
540,744
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Operating income (loss)
|
(3,397
|
)
|
|
(23,099
|
)
|
|
1,053
|
|
|
(25,443
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
|
Interest expense and financing costs, net
|
(1,245
|
)
|
|
(14,610
|
)
|
|
(559
|
)
|
|
(16,414
|
)
|
||||
|
Other income, net
|
2
|
|
|
453
|
|
|
—
|
|
|
455
|
|
||||
|
Equity earnings (losses) from subsidiaries
|
(35,920
|
)
|
|
—
|
|
|
35,920
|
|
|
—
|
|
||||
|
Equity earnings (losses) from Laramie Energy, LLC
|
—
|
|
|
—
|
|
|
(1,874
|
)
|
|
(1,874
|
)
|
||||
|
Total other income (expense), net
|
(37,163
|
)
|
|
(14,157
|
)
|
|
33,487
|
|
|
(17,833
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Income (loss) before income taxes
|
(40,560
|
)
|
|
(37,256
|
)
|
|
34,540
|
|
|
(43,276
|
)
|
||||
|
Income tax benefit (expense) (1)
|
—
|
|
|
7,814
|
|
|
(5,098
|
)
|
|
2,716
|
|
||||
|
Net income (loss)
|
$
|
(40,560
|
)
|
|
$
|
(29,442
|
)
|
|
$
|
29,442
|
|
|
$
|
(40,560
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Adjusted EBITDA
|
$
|
(2,530
|
)
|
|
$
|
(48,999
|
)
|
|
$
|
1,183
|
|
|
$
|
(50,346
|
)
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||
|
|
Parent Guarantor
|
|
Issuer and Subsidiaries
|
|
Non-Guarantor Subsidiaries and Eliminations
|
|
Par Pacific Holdings, Inc. and Subsidiaries
|
||||||||
|
Revenues
|
$
|
—
|
|
|
$
|
1,409,407
|
|
|
$
|
2
|
|
|
$
|
1,409,409
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Operating expenses
|
|
|
|
|
|
|
|
||||||||
|
Cost of revenues (excluding depreciation)
|
—
|
|
|
1,251,842
|
|
|
—
|
|
|
1,251,842
|
|
||||
|
Operating expense (excluding depreciation)
|
—
|
|
|
75,224
|
|
|
(394
|
)
|
|
74,830
|
|
||||
|
Depreciation, depletion, and amortization
|
724
|
|
|
21,151
|
|
|
44
|
|
|
21,919
|
|
||||
|
Loss (gain) on sale of assets, net
|
—
|
|
|
(37,382
|
)
|
|
37,382
|
|
|
—
|
|
||||
|
General and administrative expense (excluding depreciation)
|
4,900
|
|
|
6,409
|
|
|
70
|
|
|
11,379
|
|
||||
|
Acquisition and integration costs
|
1
|
|
|
817
|
|
|
—
|
|
|
818
|
|
||||
|
Total operating expenses
|
5,625
|
|
|
1,318,061
|
|
|
37,102
|
|
|
1,360,788
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Operating income (loss)
|
(5,625
|
)
|
|
91,346
|
|
|
(37,100
|
)
|
|
48,621
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
|
Interest expense and financing costs, net
|
(5,617
|
)
|
|
(12,662
|
)
|
|
(1,999
|
)
|
|
(20,278
|
)
|
||||
|
Debt extinguishment and commitment costs
|
(3,690
|
)
|
|
—
|
|
|
—
|
|
|
(3,690
|
)
|
||||
|
Other income, net
|
2,128
|
|
|
50
|
|
|
(1
|
)
|
|
2,177
|
|
||||
|
Change in value of common stock warrants
|
(957
|
)
|
|
—
|
|
|
—
|
|
|
(957
|
)
|
||||
|
Equity earnings (losses) from subsidiaries
|
41,930
|
|
|
—
|
|
|
(41,930
|
)
|
|
—
|
|
||||
|
Equity earnings (losses) from Laramie Energy, LLC
|
—
|
|
|
—
|
|
|
491
|
|
|
491
|
|
||||
|
Total other income (expense), net
|
33,794
|
|
|
(12,612
|
)
|
|
(43,439
|
)
|
|
(22,257
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Income (loss) before income taxes
|
28,169
|
|
|
78,734
|
|
|
(80,539
|
)
|
|
26,364
|
|
||||
|
Income tax benefit (expense) (1)
|
—
|
|
|
(16,869
|
)
|
|
18,674
|
|
|
1,805
|
|
||||
|
Net income (loss)
|
$
|
28,169
|
|
|
$
|
61,865
|
|
|
$
|
(61,865
|
)
|
|
$
|
28,169
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Adjusted EBITDA
|
$
|
(2,772
|
)
|
|
$
|
70,928
|
|
|
$
|
325
|
|
|
$
|
68,481
|
|
|
|
Six Months Ended June 30, 2020
|
||||||||||||||
|
|
Parent Guarantor
|
|
Issuer and Subsidiaries
|
|
Non-Guarantor Subsidiaries and Eliminations
|
|
Par Pacific Holdings, Inc. and Subsidiaries
|
||||||||
|
Revenues
|
$
|
—
|
|
|
$
|
1,719,382
|
|
|
$
|
2
|
|
|
$
|
1,719,384
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Operating expenses
|
|
|
|
|
|
|
|
||||||||
|
Cost of revenues (excluding depreciation)
|
—
|
|
|
1,651,489
|
|
|
—
|
|
|
1,651,489
|
|
||||
|
Operating expense (excluding depreciation)
|
—
|
|
|
142,784
|
|
|
(2,366
|
)
|
|
140,418
|
|
||||
|
Depreciation, depletion, and amortization
|
1,505
|
|
|
41,646
|
|
|
260
|
|
|
43,411
|
|
||||
|
Impairment expense
|
—
|
|
|
67,922
|
|
|
—
|
|
|
67,922
|
|
||||
|
General and administrative expense (excluding depreciation)
|
5,629
|
|
|
16,376
|
|
|
—
|
|
|
22,005
|
|
||||
|
Acquisition and integration costs
|
—
|
|
|
755
|
|
|
—
|
|
|
755
|
|
||||
|
Total operating expenses
|
7,134
|
|
|
1,920,972
|
|
|
(2,106
|
)
|
|
1,926,000
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Operating income (loss)
|
(7,134
|
)
|
|
(201,590
|
)
|
|
2,108
|
|
|
(206,616
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
|
Interest expense and financing costs, net
|
(2,473
|
)
|
|
(29,640
|
)
|
|
(2,975
|
)
|
|
(35,088
|
)
|
||||
|
Debt extinguishment and commitment costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Other income, net
|
12
|
|
|
467
|
|
|
—
|
|
|
479
|
|
||||
|
Change in value of common stock warrants
|
4,270
|
|
|
—
|
|
|
—
|
|
|
4,270
|
|
||||
|
Equity earnings (losses) from subsidiaries
|
(257,572
|
)
|
|
—
|
|
|
257,572
|
|
|
—
|
|
||||
|
Equity earnings (losses) from Laramie Energy, LLC
|
—
|
|
|
—
|
|
|
(46,905
|
)
|
|
(46,905
|
)
|
||||
|
Total other income (expense), net
|
(255,763
|
)
|
|
(29,173
|
)
|
|
207,692
|
|
|
(77,244
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Income (loss) before income taxes
|
(262,897
|
)
|
|
(230,763
|
)
|
|
209,800
|
|
|
(283,860
|
)
|
||||
|
Income tax benefit (expense) (1)
|
—
|
|
|
39,309
|
|
|
(18,346
|
)
|
|
20,963
|
|
||||
|
Net income (loss)
|
$
|
(262,897
|
)
|
|
$
|
(191,454
|
)
|
|
$
|
191,454
|
|
|
$
|
(262,897
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Adjusted EBITDA
|
$
|
(5,460
|
)
|
|
$
|
(33,582
|
)
|
|
$
|
2,368
|
|
|
$
|
(36,674
|
)
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||
|
|
Parent Guarantor
|
|
Issuer and Subsidiaries
|
|
Non-Guarantor Subsidiaries and Eliminations
|
|
Par Pacific Holdings, Inc. and Subsidiaries
|
||||||||
|
Revenues
|
$
|
—
|
|
|
$
|
2,600,733
|
|
|
$
|
11
|
|
|
$
|
2,600,744
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Operating expenses
|
|
|
|
|
|
|
|
||||||||
|
Cost of revenues (excluding depreciation)
|
—
|
|
|
2,312,574
|
|
|
—
|
|
|
2,312,574
|
|
||||
|
Operating expense (excluding depreciation)
|
—
|
|
|
148,898
|
|
|
(394
|
)
|
|
148,504
|
|
||||
|
Depreciation, depletion, and amortization
|
1,476
|
|
|
41,350
|
|
|
50
|
|
|
42,876
|
|
||||
|
Loss (gain) on sale of assets, net
|
—
|
|
|
(37,382
|
)
|
|
37,382
|
|
|
—
|
|
||||
|
General and administrative expense (excluding depreciation)
|
9,894
|
|
|
13,091
|
|
|
59
|
|
|
23,044
|
|
||||
|
Acquisition and integration costs
|
3
|
|
|
3,699
|
|
|
—
|
|
|
3,702
|
|
||||
|
Total operating expenses
|
11,373
|
|
|
2,482,230
|
|
|
37,097
|
|
|
2,530,700
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Operating income (loss)
|
(11,373
|
)
|
|
118,503
|
|
|
(37,086
|
)
|
|
70,044
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
|
Interest expense and financing costs, net
|
(5,999
|
)
|
|
(30,990
|
)
|
|
(1,999
|
)
|
|
(38,988
|
)
|
||||
|
Debt extinguishment and commitment costs
|
(3,832
|
)
|
|
(5,354
|
)
|
|
—
|
|
|
(9,186
|
)
|
||||
|
Other income, net
|
2,235
|
|
|
30
|
|
|
(1
|
)
|
|
2,264
|
|
||||
|
Change in value of common stock warrants
|
(2,239
|
)
|
|
—
|
|
|
—
|
|
|
(2,239
|
)
|
||||
|
Equity earnings (losses) from subsidiaries
|
110,619
|
|
|
—
|
|
|
(110,619
|
)
|
|
—
|
|
||||
|
Equity earnings (losses) from Laramie Energy, LLC
|
—
|
|
|
—
|
|
|
792
|
|
|
792
|
|
||||
|
Total other income (expense), net
|
100,784
|
|
|
(36,314
|
)
|
|
(111,827
|
)
|
|
(47,357
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Income (loss) before income taxes
|
89,411
|
|
|
82,189
|
|
|
(148,913
|
)
|
|
22,687
|
|
||||
|
Income tax benefit (expense) (1)
|
(150
|
)
|
|
(18,351
|
)
|
|
85,075
|
|
|
66,574
|
|
||||
|
Net income (loss)
|
$
|
89,261
|
|
|
$
|
63,838
|
|
|
$
|
(63,838
|
)
|
|
$
|
89,261
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Adjusted EBITDA
|
$
|
(7,659
|
)
|
|
$
|
126,274
|
|
|
$
|
345
|
|
|
$
|
118,960
|
|
|
(1)
|
The income tax benefit (expense) of the Parent Guarantor and Issuer and Subsidiaries is determined using the separate return method. The Non-Guarantor Subsidiaries and Eliminations column includes tax benefits recognized at the Par consolidated level that are primarily associated with changes to the consolidated valuation allowance and other deferred tax balances.
|
|
|
Three Months Ended June 30, 2020
|
||||||||||||||
|
|
Parent Guarantor
|
|
Issuer and Subsidiaries
|
|
Non-Guarantor Subsidiaries and Eliminations
|
|
Par Pacific Holdings, Inc. and Subsidiaries
|
||||||||
|
Net income (loss)
|
$
|
(40,560
|
)
|
|
$
|
(29,442
|
)
|
|
$
|
29,442
|
|
|
$
|
(40,560
|
)
|
|
Inventory valuation adjustment
|
—
|
|
|
(35,979
|
)
|
|
—
|
|
|
(35,979
|
)
|
||||
|
RINs loss (gain) in excess of net obligation
|
—
|
|
|
10,738
|
|
|
—
|
|
|
10,738
|
|
||||
|
Unrealized loss (gain) on derivatives
|
—
|
|
|
(22,431
|
)
|
|
—
|
|
|
(22,431
|
)
|
||||
|
Acquisition and integration costs
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
||||
|
Changes in valuation allowance and other deferred tax items (1)
|
—
|
|
|
—
|
|
|
(2,714
|
)
|
|
(2,714
|
)
|
||||
|
Severance costs
|
96
|
|
|
—
|
|
|
—
|
|
|
96
|
|
||||
|
Depreciation, depletion, and amortization
|
769
|
|
|
21,229
|
|
|
130
|
|
|
22,128
|
|
||||
|
Interest expense and financing costs, net
|
1,245
|
|
|
14,610
|
|
|
559
|
|
|
16,414
|
|
||||
|
Equity losses from Laramie Energy, LLC, excluding Par’s share of unrealized loss (gain) on derivatives
|
—
|
|
|
—
|
|
|
1,874
|
|
|
1,874
|
|
||||
|
Equity losses (income) from subsidiaries
|
35,920
|
|
|
—
|
|
|
(35,920
|
)
|
|
—
|
|
||||
|
Income tax expense (benefit)
|
—
|
|
|
(7,814
|
)
|
|
7,812
|
|
|
(2
|
)
|
||||
|
Adjusted EBITDA (3)
|
$
|
(2,530
|
)
|
|
$
|
(48,999
|
)
|
|
$
|
1,183
|
|
|
$
|
(50,346
|
)
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||
|
|
Parent Guarantor
|
|
Issuer and Subsidiaries
|
|
Non-Guarantor Subsidiaries and Eliminations
|
|
Par Pacific Holdings, Inc. and Subsidiaries
|
||||||||
|
Net income (loss)
|
$
|
28,169
|
|
|
$
|
61,865
|
|
|
$
|
(61,865
|
)
|
|
$
|
28,169
|
|
|
Inventory valuation adjustment
|
—
|
|
|
(22,102
|
)
|
|
—
|
|
|
(22,102
|
)
|
||||
|
RINs loss (gain) in excess of net obligation
|
—
|
|
|
2,713
|
|
|
—
|
|
|
2,713
|
|
||||
|
Unrealized loss on derivatives
|
—
|
|
|
14,335
|
|
|
—
|
|
|
14,335
|
|
||||
|
Acquisition and integration costs
|
1
|
|
|
817
|
|
|
—
|
|
|
818
|
|
||||
|
Debt extinguishment and commitment costs
|
3,690
|
|
|
—
|
|
|
—
|
|
|
3,690
|
|
||||
|
Changes in valuation allowance and other deferred tax items (1)
|
—
|
|
|
—
|
|
|
(2,318
|
)
|
|
(2,318
|
)
|
||||
|
Change in value of common stock warrants
|
957
|
|
|
—
|
|
|
—
|
|
|
957
|
|
||||
|
Loss (gain) on sale of assets, net
|
—
|
|
|
(37,382
|
)
|
|
37,382
|
|
|
—
|
|
||||
|
Par’s share of Laramie Energy’s unrealized gain on derivatives (2)
|
—
|
|
|
—
|
|
|
(3,859
|
)
|
|
(3,859
|
)
|
||||
|
Depreciation, depletion, and amortization
|
724
|
|
|
21,151
|
|
|
44
|
|
|
21,919
|
|
||||
|
Interest expense and financing costs, net
|
5,617
|
|
|
12,662
|
|
|
1,999
|
|
|
20,278
|
|
||||
|
Equity losses from Laramie Energy, LLC, excluding Par’s share of unrealized gain on derivatives
|
—
|
|
|
—
|
|
|
3,368
|
|
|
3,368
|
|
||||
|
Equity losses (income) from subsidiaries
|
(41,930
|
)
|
|
—
|
|
|
41,930
|
|
|
—
|
|
||||
|
Income tax expense (benefit)
|
—
|
|
|
16,869
|
|
|
(16,356
|
)
|
|
513
|
|
||||
|
Adjusted EBITDA (3)
|
$
|
(2,772
|
)
|
|
$
|
70,928
|
|
|
$
|
325
|
|
|
$
|
68,481
|
|
|
|
Six Months Ended June 30, 2020
|
||||||||||||||
|
|
Parent Guarantor
|
|
Issuer and Subsidiaries
|
|
Non-Guarantor Subsidiaries and Eliminations
|
|
Par Pacific Holdings, Inc. and Subsidiaries
|
||||||||
|
Net income (loss)
|
$
|
(262,897
|
)
|
|
$
|
(191,454
|
)
|
|
$
|
191,454
|
|
|
$
|
(262,897
|
)
|
|
Inventory valuation adjustment
|
—
|
|
|
39,345
|
|
|
—
|
|
|
39,345
|
|
||||
|
RINs loss (gain) in excess of net obligation
|
—
|
|
|
17,340
|
|
|
—
|
|
|
17,340
|
|
||||
|
Unrealized loss on derivatives
|
—
|
|
|
445
|
|
|
—
|
|
|
445
|
|
||||
|
Acquisition and integration costs
|
—
|
|
|
755
|
|
|
—
|
|
|
755
|
|
||||
|
Changes in valuation allowance and other deferred tax items (1)
|
—
|
|
|
—
|
|
|
(21,087
|
)
|
|
(21,087
|
)
|
||||
|
Change in value of common stock warrants
|
(4,270
|
)
|
|
—
|
|
|
—
|
|
|
(4,270
|
)
|
||||
|
Severance costs
|
157
|
|
|
88
|
|
|
—
|
|
|
245
|
|
||||
|
Impairment expense
|
—
|
|
|
67,922
|
|
|
—
|
|
|
67,922
|
|
||||
|
Impairment of Investment in Laramie Energy, LLC (2)
|
—
|
|
|
—
|
|
|
45,294
|
|
|
45,294
|
|
||||
|
Par’s share of Laramie Energy’s unrealized gain on derivatives (2)
|
—
|
|
|
—
|
|
|
(1,110
|
)
|
|
(1,110
|
)
|
||||
|
Depreciation, depletion, and amortization
|
1,505
|
|
|
41,646
|
|
|
260
|
|
|
43,411
|
|
||||
|
Interest expense and financing costs, net
|
2,473
|
|
|
29,640
|
|
|
2,975
|
|
|
35,088
|
|
||||
|
Equity losses from Laramie Energy, LLC, excluding Par’s share of unrealized gain on derivatives and impairment losses
|
—
|
|
|
—
|
|
|
2,721
|
|
|
2,721
|
|
||||
|
Equity losses (income) from subsidiaries
|
257,572
|
|
|
—
|
|
|
(257,572
|
)
|
|
—
|
|
||||
|
Income tax expense (benefit)
|
—
|
|
|
(39,309
|
)
|
|
39,433
|
|
|
124
|
|
||||
|
Adjusted EBITDA (3)
|
$
|
(5,460
|
)
|
|
$
|
(33,582
|
)
|
|
$
|
2,368
|
|
|
$
|
(36,674
|
)
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||
|
|
Parent Guarantor
|
|
Issuer and Subsidiaries
|
|
Non-Guarantor Subsidiaries and Eliminations
|
|
Par Pacific Holdings, Inc. and Subsidiaries
|
||||||||
|
Net income (loss)
|
$
|
89,261
|
|
|
$
|
63,838
|
|
|
$
|
(63,838
|
)
|
|
$
|
89,261
|
|
|
Inventory valuation adjustment
|
—
|
|
|
(18,804
|
)
|
|
—
|
|
|
(18,804
|
)
|
||||
|
RINs loss (gain) in excess of net obligation
|
—
|
|
|
(1,799
|
)
|
|
—
|
|
|
(1,799
|
)
|
||||
|
Unrealized loss on derivatives
|
—
|
|
|
20,677
|
|
|
—
|
|
|
20,677
|
|
||||
|
Acquisition and integration costs
|
3
|
|
|
3,699
|
|
|
—
|
|
|
3,702
|
|
||||
|
Debt extinguishment and commitment costs
|
3,832
|
|
|
5,354
|
|
|
—
|
|
|
9,186
|
|
||||
|
Changes in valuation allowance and other deferred tax items (1)
|
—
|
|
|
—
|
|
|
(67,669
|
)
|
|
(67,669
|
)
|
||||
|
Change in value of common stock warrants
|
2,239
|
|
|
—
|
|
|
—
|
|
|
2,239
|
|
||||
|
Loss (gain) on sale of assets, net
|
—
|
|
|
(37,382
|
)
|
|
37,382
|
|
|
—
|
|
||||
|
Par’s share of Laramie Energy’s unrealized gain on derivatives (2)
|
—
|
|
|
—
|
|
|
(5,090
|
)
|
|
(5,090
|
)
|
||||
|
Depreciation, depletion, and amortization
|
1,476
|
|
|
41,350
|
|
|
50
|
|
|
42,876
|
|
||||
|
Interest expense and financing costs, net
|
5,999
|
|
|
30,990
|
|
|
1,999
|
|
|
38,988
|
|
||||
|
Equity losses from Laramie Energy, LLC, excluding Par’s share of unrealized gain on derivatives
|
—
|
|
|
—
|
|
|
4,298
|
|
|
4,298
|
|
||||
|
Equity losses (income) from subsidiaries
|
(110,619
|
)
|
|
—
|
|
|
110,619
|
|
|
—
|
|
||||
|
Income tax expense (benefit)
|
150
|
|
|
18,351
|
|
|
(17,406
|
)
|
|
1,095
|
|
||||
|
Adjusted EBITDA (3)
|
$
|
(7,659
|
)
|
|
$
|
126,274
|
|
|
$
|
345
|
|
|
$
|
118,960
|
|
|
(1)
|
Included in Income tax benefit on our condensed consolidated statements of operations.
|
|
(2)
|
Included in Equity earnings (losses) from Laramie Energy, LLC on our condensed consolidated statements of operations.
|
|
(3)
|
For the three and six months ended June 30, 2019, there were no severance costs or impairment expense. For the three months ended June 30, 2020, there were no debt extinguishment costs, impairment expense, or common stock warrants outstanding.
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Net cash provided by operating activities
|
$
|
33,767
|
|
|
$
|
24,237
|
|
|
Net cash used in investing activities
|
(30,160
|
)
|
|
(312,281
|
)
|
||
|
Net cash provided by financing activities
|
13,247
|
|
|
320,862
|
|
||
|
•
|
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; and
|
|
•
|
our fuel requirements for our refineries.
|
|
Contract type
|
|
Purchases
|
|
Sales
|
|
Net
|
|||
|
Futures
|
|
415
|
|
|
—
|
|
|
415
|
|
|
Swaps
|
|
6,920
|
|
|
(6,920
|
)
|
|
—
|
|
|
Total
|
|
7,335
|
|
|
(6,920
|
)
|
|
415
|
|
|
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
|
|||||
|
April 1 - April 30, 2020
|
146
|
|
|
$
|
7.32
|
|
|
—
|
|
|
—
|
|
|
May 1 - May 31, 2020
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
June 1 - June 30, 2020
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
146
|
|
|
$
|
7.32
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
2.4
|
|
|
|
|
|
2.5
|
|
|
|
|
|
2.6
|
|
|
|
|
|
2.7
|
|
|
|
|
|
2.8
|
|
|
|
|
|
2.9
|
|
|
|
|
|
2.10
|
|
|
|
|
|
2.11
|
|
|
|
|
|
2.12
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
|
|
|
|
4.15
|
|
|
|
|
|
4.16
|
|
|
|
|
|
4.17
|
|
|
|
|
|
4.18
|
|
|
|
|
|
4.19
|
|
|
|
|
|
4.20
|
|
|
|
|
|
4.21
|
|
|
|
|
|
4.22
|
|
|
|
|
|
4.23
|
|
|
|
|
|
4.24
|
|
|
|
|
|
4.25
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
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.*
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*
|
|
|
PAR PACIFIC HOLDINGS, INC.
(Registrant)
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ William Pate
|
|
|
|
|
|
William Pate
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ William Monteleone
|
|
|
|
|
|
William Monteleone
|
|
|
|
|
|
Chief Financial 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/ 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/ William Monteleone
|
|
William Monteleone
|
|
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/ William Monteleone
|
|
William Monteleone
|
|
Chief Financial Officer
|