Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 22, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36550 | ||
Entity Registrant Name | PAR PACIFIC HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-1060803 | ||
Entity Address, Address Line One | 825 Town & Country Lane, Suite 1500 | ||
Entity Address, City or Town | Houston, | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77024 | ||
City Area Code | 281 | ||
Local Phone Number | 899-4800 | ||
Title of 12(b) Security | Common stock, $0.01 par value | ||
Trading Symbol | PARR | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,550,243,970 | ||
Entity Common Stock, Shares Outstanding | 59,575,453 | ||
Documents Incorporated by Reference | Certain information required to be disclosed in Part III of this report is incorporated by reference from the registrant’s definitive proxy statement or an amendment to this report, which will be filed with the SEC not later than 120 days after the end of the fiscal year covered by this report. | ||
Entity Central Index Key | 0000821483 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touch LLP |
Auditor Firm ID | 34 |
Auditor Location | Houston, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 279,107 | $ 490,925 |
Restricted cash | 339 | 4,001 |
Total cash, cash equivalents, and restricted cash | 279,446 | 494,926 |
Trade accounts receivable, net of allowances of $0.2 million and $0.3 million at December 31, 2023 and December 31, 2022, respectively | 367,249 | 252,885 |
Inventories | 1,160,395 | 1,041,983 |
Prepaid and other current assets | 182,405 | 92,043 |
Total current assets | 1,989,495 | 1,881,837 |
Property, plant, and equipment | ||
Property, plant, and equipment | 1,577,801 | 1,224,567 |
Less accumulated depreciation and amortization | (478,413) | (388,733) |
Property, plant, and equipment, net | 1,099,388 | 835,834 |
Long-term assets | ||
Operating lease right-of-use (“ROU”) assets | 346,454 | 350,761 |
Intangible assets, net | 10,918 | 13,577 |
Goodwill | 129,275 | 129,325 |
Other long-term assets | 186,655 | 69,313 |
Total assets | 3,863,950 | 3,280,647 |
Current liabilities | ||
Current maturities of long-term debt | 4,255 | 10,956 |
Obligations under inventory financing agreements | 594,362 | 893,065 |
Accounts payable | 391,325 | 151,395 |
Accrued taxes | 40,064 | 32,099 |
Operating lease liabilities | 72,833 | 66,081 |
Other accrued liabilities | 421,762 | 640,494 |
Total current liabilities | 1,524,601 | 1,794,090 |
Long-term liabilities | ||
Long-term debt, net of current maturities | 646,603 | 494,576 |
Finance lease liabilities | 12,438 | 6,311 |
Operating lease liabilities | 282,517 | 292,701 |
Other liabilities | 62,367 | 48,432 |
Total liabilities | 2,528,526 | 2,636,110 |
Commitments and Contingencies (Note 18) | ||
Stockholders’ equity | ||
Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2023 and December 31, 2022, 59,755,844 shares and 60,470,837 shares issued at December 31, 2023 and December 31, 2022, respectively | 597 | 604 |
Additional paid-in capital | 860,797 | 836,491 |
Accumulated earnings (deficit) | 465,856 | (200,687) |
Accumulated other comprehensive income | 8,174 | 8,129 |
Total stockholders’ equity | 1,335,424 | 644,537 |
Total liabilities and stockholders’ equity | 3,863,950 | 3,280,647 |
Refining And Logistics Investments | ||
Long-term assets | ||
Refining and logistics equity investments and Investment in Laramie Energy, LLC | 87,486 | 0 |
Laramie Energy Company | ||
Long-term assets | ||
Refining and logistics equity investments and Investment in Laramie Energy, LLC | $ 14,279 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 0.2 | $ 0.3 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 59,755,844 | 60,470,837 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | |||
Revenues | $ 8,231,955 | $ 7,321,785 | $ 4,710,089 |
Operating expenses | |||
Cost of revenues (excluding depreciation) | 6,838,109 | 6,376,014 | 4,338,474 |
Operating expense (excluding depreciation) | 485,587 | 333,206 | 290,078 |
Depreciation and amortization | 119,830 | 99,769 | 94,241 |
Impairment expense | 0 | 0 | 1,838 |
General and administrative expense (excluding depreciation) | 91,447 | 62,396 | 48,096 |
Equity earnings from refining and logistics investments | (11,844) | 0 | 0 |
Acquisition and integration costs | 17,482 | 3,663 | 87 |
Par West redevelopment and other costs | 11,397 | 9,003 | 9,591 |
Gain on sale of assets, net | (59) | (169) | (64,697) |
Total operating expenses | 7,551,949 | 6,883,882 | 4,717,708 |
Operating income (loss) | 680,006 | 437,903 | (7,619) |
Other income (expense) | |||
Interest expense and financing costs, net | (72,450) | (68,288) | (66,493) |
Debt extinguishment and commitment costs | (19,182) | (5,329) | (8,144) |
Gain on curtailment of pension obligation | 0 | 0 | 2,032 |
Other income (expense), net | (53) | 613 | (52) |
Equity earnings from Laramie Energy, LLC | 24,985 | 0 | 0 |
Total other expense, net | (66,700) | (73,004) | (72,657) |
Income (loss) before income taxes | 613,306 | 364,899 | (80,276) |
Income tax benefit (expense) | 115,336 | (710) | (1,021) |
Net income (loss) | $ 728,642 | $ 364,189 | $ (81,297) |
Income (loss) per share | |||
Basic (in dollars per share) | $ 12.14 | $ 6.12 | $ (1.40) |
Diluted (in dollars per share) | $ 11.94 | $ 6.08 | $ (1.40) |
Weighted-average number of shares outstanding | |||
Basic (in shares) | 60,035 | 59,544 | 58,268 |
Diluted (in shares) | 61,014 | 59,883 | 58,268 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 728,642 | $ 364,189 | $ (81,297) |
Other comprehensive income: | |||
Other post-retirement benefits income, net of tax | 45 | 5,627 | 6,244 |
Total other comprehensive income, net of tax | 45 | 5,627 | 6,244 |
Comprehensive income (loss) | $ 728,687 | $ 369,816 | $ (75,053) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 728,642 | $ 364,189 | $ (81,297) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||
Depreciation and amortization | 119,830 | 99,769 | 94,241 |
Impairment expense | 0 | 0 | 1,838 |
Debt extinguishment and commitment costs | 19,182 | 5,329 | 8,144 |
Non-cash interest expense | 4,645 | 4,218 | 5,663 |
Non-cash lower of cost and net realizable value adjustment | 0 | (463) | (10,132) |
Deferred taxes | (126,267) | 274 | (260) |
Gain on sale of assets, net | (59) | (169) | (64,697) |
Stock-based compensation | 11,633 | 9,353 | 8,165 |
Unrealized (gain) loss on derivative contracts | (49,689) | 9,336 | (1,393) |
Equity earnings from Laramie Energy, LLC | (24,985) | 0 | 0 |
Equity earnings from refining and logistics investments | (11,844) | 0 | 0 |
Dividends received from refining and logistics investments | 4,328 | 0 | 0 |
Net changes in operating assets and liabilities: | |||
Trade accounts receivable | (112,421) | (57,391) | (83,955) |
Prepaid and other assets | (82,027) | (35,356) | (6,321) |
Inventories | 180,235 | (254,437) | (350,652) |
Deferred turnaround expenditures | (5,851) | (29,608) | (9,451) |
Obligations under inventory financing agreements | (91,624) | 74,680 | 252,920 |
Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities | 15,428 | 262,882 | 209,565 |
Net cash provided by (used in) operating activities | 579,156 | 452,606 | (27,622) |
Cash flows from investing activities: | |||
Acquisitions of businesses, net of cash acquired | (595,420) | (35,546) | 0 |
Capital expenditures | (82,277) | (53,025) | (29,533) |
Proceeds from sale of assets | 1,322 | 1,263 | 104,161 |
Net cash provided by (used in) investing activities | (659,039) | (87,308) | 74,628 |
Cash flows from financing activities: | |||
Proceeds from sale of common stock, net of offering costs | 0 | 0 | 87,193 |
Proceeds from borrowings | 1,462,850 | 384,874 | 186,773 |
Repayments of borrowings | (1,317,709) | (446,863) | (329,315) |
Net borrowings (repayments) on deferred payment arrangements and receivable advances | (95,985) | 80,681 | 61,098 |
Payment of deferred loan costs | (14,371) | 0 | 0 |
Purchase of common stock for retirement | (67,821) | (7,834) | (2,145) |
Exercise of stock options | 17,129 | 6,444 | 58 |
Payments for termination of inventory financing agreements | (112,594) | 0 | 0 |
Payments for debt extinguishment and commitment costs and termination of inventory financing agreements | (8,742) | (3,483) | (5,618) |
Other financing activities, net | 1,646 | (412) | 862 |
Net cash provided by (used in) financing activities | (135,597) | 13,407 | (1,094) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (215,480) | 378,705 | 45,912 |
Cash, cash equivalents, and restricted cash at beginning of period | 494,926 | 116,221 | 70,309 |
Cash, cash equivalents, and restricted cash at end of period | 279,446 | 494,926 | 116,221 |
Net cash received (paid) for: | |||
Interest | (77,417) | (63,323) | (65,221) |
Taxes | (6,099) | (51) | (795) |
Non-cash investing and financing activities: | |||
Accrued capital expenditures | 13,241 | 5,418 | 8,177 |
ROU assets obtained in exchange for new finance lease liabilities | 7,896 | 594 | 1,936 |
ROU assets obtained in exchange for new operating lease liabilities | 72,219 | 64,567 | 97,011 |
ROU assets terminated in exchange for release from operating lease liabilities | 1,439 | 32,902 | 6,847 |
Laramie Energy Company | |||
Cash flows from investing activities: | |||
Return of capital from Laramie Energy, LLC and Return of capital from refining and logistics investments | 10,706 | 0 | 0 |
Refining And Logistics Investments | |||
Cash flows from investing activities: | |||
Return of capital from Laramie Energy, LLC and Return of capital from refining and logistics investments | $ 6,630 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Balance at period start (in shares) at Dec. 31, 2020 | 54,003 | ||||
Balance at period start at Dec. 31, 2020 | $ 246,274 | $ 540 | $ 726,504 | $ (477,028) | $ (3,742) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock offering, net of issuance costs (in shares) | 5,750 | ||||
Common stock offering, net of issuance costs | 87,193 | $ 58 | 87,135 | ||
Issuance of common stock for employee stock purchase plan (in shares) | 85 | ||||
Issuance of common stock for employee stock purchase plan | 1,421 | $ 1 | 1,420 | ||
Stock-based compensation (in shares) | 443 | ||||
Stock-based compensation | 7,952 | $ 4 | 7,948 | ||
Purchase of common stock for retirement (in shares) | (123) | ||||
Purchase of common stock for retirement | (2,145) | $ (1) | (1,352) | (792) | |
Exercise of stock options (in shares) | 4 | ||||
Exercise of stock options | 58 | 58 | |||
Other comprehensive income | 6,244 | 6,244 | |||
Net income (loss) | (81,297) | (81,297) | |||
Balance at period end (in shares) at Dec. 31, 2021 | 60,162 | ||||
Balance at period end at Dec. 31, 2021 | 265,700 | $ 602 | 821,713 | (559,117) | 2,502 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for employee stock purchase plan (in shares) | 67 | ||||
Issuance of common stock for employee stock purchase plan | 1,244 | 1,244 | |||
Stock-based compensation (in shares) | 417 | ||||
Stock-based compensation | 9,166 | $ 3 | 9,163 | ||
Purchase of common stock for retirement (in shares) | (524) | ||||
Purchase of common stock for retirement | (7,833) | $ (5) | (2,069) | (5,759) | |
Exercise of stock options (in shares) | 349 | ||||
Exercise of stock options | 6,444 | $ 4 | 6,440 | ||
Other comprehensive income | 5,627 | 5,627 | |||
Net income (loss) | 364,189 | 364,189 | |||
Balance at period end (in shares) at Dec. 31, 2022 | 60,471 | ||||
Balance at period end at Dec. 31, 2022 | 644,537 | $ 604 | 836,491 | (200,687) | 8,129 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for employee stock purchase plan (in shares) | 61 | ||||
Issuance of common stock for employee stock purchase plan | 1,937 | 1,937 | |||
Stock-based compensation (in shares) | 464 | ||||
Stock-based compensation | 11,342 | $ 6 | 11,336 | ||
Purchase of common stock for retirement (in shares) | (1,946) | ||||
Purchase of common stock for retirement | (68,208) | $ (19) | (6,090) | (62,099) | |
Exercise of stock options (in shares) | 706 | ||||
Exercise of stock options | 17,129 | $ 6 | 17,123 | ||
Other comprehensive income | 45 | 45 | |||
Net income (loss) | 728,642 | 728,642 | |||
Balance at period end (in shares) at Dec. 31, 2023 | 59,756 | ||||
Balance at period end at Dec. 31, 2023 | $ 1,335,424 | $ 597 | $ 860,797 | $ 465,856 | $ 8,174 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Overview | Overview Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) provide both renewable and conventional fuels to the western United States. Currently, we operate in three primary business segments: 1) Refining - We own and operate four refineries. Our refineries in Kapolei, Hawaii, Newcastle, Wyoming, Tacoma, Washington, and Billings, Montana, convert crude oil into gasoline, distillate, asphalt and other products to serve the state of Hawaii and areas ranging from Washington state to the Dakotas and Wyoming. 2) Retail - We operate fuel retail outlets in Hawaii, Washington, and Idaho. We operate convenience stores and fuel retail sites under our “Hele” and “nomnom” brands, “76” branded fuel retail sites and other sites operated by third parties that sell gasoline, diesel, and retail merchandise such as soft drinks, prepared foods, and other sundries. We also operate unattended cardlock stations. 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions. This network includes a single point mooring (“SPM”) in Hawaii, a unit train-capable rail loading terminal in Washington, and other terminals, pipelines, trucking operations, marine vessels, storage facilities, loading and truck racks, and rail facilities for the movement of petroleum, refined products, and ethanol in and among the Hawaiian islands, between the U.S. West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming. As of December 31, 2023, we owned a 46% equity investment in Laramie Energy, LLC (“Laramie Energy”). Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. As of December 31, 2023, through the Billings Acquisition (as defined in Note 5—Acquisitions), we own a 65% and a 40% equity investment in Yellowstone Energy Limited Partnership, (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Par Pacific Holdings, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation, including Par West redevelopment and other costs, previously included in Operating expenses (excluding depreciation) in the Consolidated Statements of Operations and now reflected as a separate financial statement line item, and the presentation of deferred tax assets and liabilities associated with right-of-use liabilities (“ROU liabilities”) and right-of-use assets (“ROU assets”), respectively, previously presented on a net basis are now presented on a gross basis in Note 22—Income Taxes. Use of Estimates The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support letter of credit facilities and certain ongoing bankruptcy recovery trust claims. Allowance for Credit Losses We are exposed to credit losses primarily through our sales of refined products. Credit limits and/or prepayment requirements are set based on such factors as the customer’s financial results, credit rating, payment history, and industry and are reviewed annually for customers with material credit limits. Credit allowances are reviewed at least quarterly based on changes in the customer’s creditworthiness due to economic conditions, liquidity, and business strategy as publicly reported and through discussions between the customer and the Company. We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable. We did not have a material change in our allowances on trade receivables during the years ended December 31, 2023, 2022, or 2021. Inventories Commodity inventories, excluding commodity inventories at the Washington refinery, are stated at the lower of cost and net realizable value (“NRV”) using the first-in, first-out (“FIFO”) inventory accounting method. Commodity inventories at the Washington refinery are stated at the lower of cost and NRV using the last-in, first-out (“LIFO”) inventory accounting method. We value merchandise along with spare parts, materials, and supplies at average cost. All of the crude oil utilized at the Hawaii refinery is financed by J. Aron & Company LLC (“J. Aron”) under the Supply and Offtake Agreement as described in Note 12—Inventory Financing Agreements. The crude oil remains in the legal title of J. Aron and is stored in our storage tanks governed by a storage agreement. Legal title to the crude oil passes to us at the tank outlet. After processing, J. Aron takes title to the refined products stored in our storage tanks until they are sold to our retail locations or to third parties. We record the inventory owned by J. Aron on our behalf as inventory with a corresponding obligation on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and we are obligated to repurchase the inventory. Additionally, certain of the crude oil utilized at the Hawaii refinery is also financed by the LC Facility as described in Note 12—Inventory Financing Agreements. We also finance certain inventories at our other refineries through our ABL Credit Facility; please read Note 14—Debt for further information. We were party to an intermediation arrangement (the “Washington Refinery Intermediation Agreement”) with Merrill Lynch Commodities, Inc. (“MLC”) as described in Note 12—Inventory Financing Agreements. Under this arrangement, U.S. Oil & Refining Co. and certain affiliated entities (collectively, “U.S. Oil”) purchased crude oil supplied from third-party suppliers and MLC provided credit support for certain crude oil purchases. MLC’s credit support consisted of either providing a payment guaranty, causing the issuance of a letter of credit from a third-party issuing bank, or purchasing crude oil directly from third parties on our behalf. U.S. Oil held title to all crude oil and refined products inventories at all times and pledged such inventories, together with all receivables arising from the sales of these inventories, exclusively to MLC. On October 4, 2023, we terminated the Washington Refinery Intermediation Agreement; please read Note 12—Inventory Financing Agreements for further information. We enter into refined product and crude oil exchange agreements with other oil companies. Exchange receivables or payables are stated at cost and are presented within Trade accounts receivable and Accounts payable on our consolidated balance sheets. Environmental Credits and Obligations Inventories also include Renewable Identification Numbers (“RINs”) and other environmental credits. Our environmental credit assets, which include RINs and other environmental credits are purchased through the open market, State of Washington auctions, or obtained by purchasing biofuels. These biofuels are later blended into our refined fuels and other credits generated as part of our refining process which are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and NRV as of the end of the reporting period. Our renewable volume obligation and other environmental credit obligations to comply with the U.S. Environmental Protection Agency (“EPA”) regulations (as discussed in Note 18—Commitments and Contingencies) are presented in Other accrued liabilities on our consolidated balance sheets and were historically measured at fair value as of the end of the reporting period. During the quarter ended December 31, 2023, we had a change in estimate in our valuation of our gross environmental credit obligations due to the settlement of all outstanding prior period environmental credit obligations (obligations associated with pre-2023 activities) and our prospective plan to use our RIN assets to settle future environmental obligations. Beginning in the fourth quarter of 2023, the portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits. The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period. Under the previous valuation technique, our liability would have been $295.9 million as of December 31, 2023, and net income would have been lower with $9.0 million for the year ended December 31, 2023. Please read Note 16—Fair Value Measurements for further information. The net cost of environmental credits is recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations. Investment in Laramie Energy, LLC Effective February 21, 2023, we accounted for our Investment in Laramie Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies. Our proportionate share of the net income (loss) of this entity was included in Equity earnings from Laramie Energy, LLC in the consolidated statements of operations. Prior to February 21, 2023, we did not apply the equity method of accounting for our investment in Laramie Energy because the book value of such investment had been reduced to zero. The investment is reviewed for impairment when events or changes in circumstances indicate that there may have been an other-than-temporary decline in the value of the investment. Please read Note 4—Investment in Laramie Energy for further information. Property, Plant, and Equipment We capitalize the cost of additions, major improvements, and modifications to property, plant, and equipment. The cost of repairs and normal maintenance of property, plant, and equipment is expensed as incurred. Major improvements and modifications of property, plant, and equipment are those expenditures that either extend the useful life, increase the capacity, or improve the operating efficiency of the asset or the safety of our operations. We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 2 to 47 Logistics 3 to 30 Retail 3 to 40 Corporate 3 to 7 Software 3 to 5 From time to time, we enter into lease arrangements where we are the lessor in order to utilize a portion of our fixed assets not currently used in our primary operations. All of these lessor leases are classified as operating leases, whereby we do not derecognize the underlying asset, and the income from our customers is recognized as revenue on a straight-line basis over the lease term. Please read Note 17—Leases for further disclosures and information on leases. Impairment of Long-Lived Assets We review property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value. If this occurs, an impairment loss is recognized for the difference between the fair value and carrying value. Factors that indicate potential impairment include a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset, and a significant change in the asset’s physical condition or use. Simultaneously with our review of our property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment, we evaluate whether an abandonment has occurred. Abandonment occurs either when a business terminates its operations or an asset is no longer profitable to operate. When the act of abandonment occurs, we write off the asset balance and any associated accumulated depreciation and record an impairment loss as needed. Lease Liabilities and Right-of-Use Assets We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and ROU assets are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate in the calculation of present value unless the implicit rate can be readily determined, however, the lease liability associated with leases calculated through the use of implicit rates is not significant. Certain leases include provisions for variable payments based upon percentage of sales and/or other operating metrics; escalation provisions to adjust rental payments to reflect changes in price indices and fair market rents; and provisions for the renewal, termination, and/or purchase of the leased asset. We only consider fixed payments and those options that are reasonably certain to be exercised in the determination of the lease term and the initial measurement of lease liabilities and ROU assets. Expense for finance leases is recognized as amortization expense on a straight-line basis and interest expense on an effective rate basis over the lease term. Expense for operating lease payments is recognized as lease expense on a straight-line basis over the lease term. We do not separate lease and nonlease components of a contract. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Finance lease ROU assets are presented within Property, plant, and equipment and operating lease ROU assets within Operating lease right-of-use assets on our consolidated balance sheets. Please read Note 17—Leases for further disclosures and information on leases. Asset Retirement Obligations We record asset retirement obligations (“AROs”) at fair value in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the fair value of the liability. Our AROs arise from our refining, logistics, and retail operations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. When the liability is initially recorded, we capitalize the cost by increasing the book value of the related long-lived tangible asset. The liability is accreted to its estimated settlement value with accretion expense recognized in Depreciation and amortization (“D&A”) on our consolidated statements of operations and the related capitalized cost is depreciated over the asset’s useful life. The difference between the settlement amount and the recorded liability is recorded as a gain or loss on asset disposals in our consolidated statements of operations. We estimate settlement dates by considering our past practice, industry practice, contractual terms, management’s intent, and estimated economic lives. We cannot currently estimate the fair value for certain AROs primarily because we cannot estimate settlement dates (or ranges of dates) associated with these assets. These AROs include hazardous materials disposal (such as petroleum manufacturing by-products, chemical catalysts, and sealed insulation material containing asbestos) and removal or dismantlement requirements associated with the closure of our refining facilities, terminal facilities, or pipelines, including the demolition or removal of certain major processing units, buildings, tanks, pipelines, or other equipment. Deferred Turnaround Costs Refinery turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries, are deferred and amortized on a straight-line basis over the period of time estimated until the next planned turnaround (generally three Goodwill and Other Intangible Assets Goodwill represents the amount the purchase price exceeds the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1. We assess the recoverability of the carrying value of goodwill during the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required. Under the quantitative test, we compare the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss is recorded. Our intangible assets include relationships with customers, trade names, and trademarks. These intangible assets are amortized over their estimated useful lives on a straight-line basis. We evaluate the carrying value of our intangible assets when impairment indicators are present. When we believe impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of the intangible assets are prepared. If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values. Environmental Matters We capitalize environmental expenditures that extend the life or increase the capacity of facilities as well as expenditures that prevent environmental contamination. We expense costs that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation. We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated. Cost estimates are based on the expected timing and extent of remedial actions required by governing agencies, experience gained from similar sites for which environmental assessments or remediation have been completed, and the amount of our anticipated liability considering the proportional liability and financial abilities of other responsible parties. Usually, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Estimated liabilities are not discounted to present value and are presented within Other liabilities on our consolidated balance sheets. Environmental expenses are recorded in Operating expense (excluding depreciation) on our consolidated statements of operations. Derivatives and Other Financial instruments We are exposed to commodity price risk related to crude oil, refined products, and environmental credits. We manage this exposure through the use of various derivative commodity instruments. These instruments include exchange traded futures and over-the-counter (“OTC”) swaps, forwards, and options. For our forward contracts that are derivatives, we have elected the normal purchase normal sale exclusion, as it is our policy to fulfill or accept the physical delivery of the product and we will not net settle. Therefore, we did not recognize the unrealized gains or losses related to these contracts in our consolidated financial statements. All derivative instruments not designated as normal purchases or sales are recorded in the balance sheet as either assets or liabilities measured at their fair values. Changes in the fair value of these derivative instruments are recognized currently in earnings. We have not designated any derivative instruments as cash flow or fair value hedges and, therefore, do not apply hedge accounting treatment. In addition, we may have other financial instruments, such as warrants or embedded debt features, that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in our control, or (c) the instruments contain other provisions that cause us to conclude that they are not indexed to our equity. Our embedded derivatives include our obligations to repurchase crude oil and refined products from J. Aron at the termination of the Supply and Offtake Agreement. These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. Please read Note 15—Derivatives and Note 16—Fair Value Measurements for information regarding our derivatives and other financial instruments. Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We do not have any unrecognized tax benefits as of December 31, 2023. As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2020, 2021, and 2022. However, since we have NOL carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried. Therefore, in a year in which a NOL deduction is claimed, the IRS may examine the year in which the NOL was generated and adjust it accordingly for purposes of assessing additional tax in the year the NOL deduction was claimed. Any penalties or interest as a result of an examination will be recorded in the period assessed. Stock-Based Compensation We recognize the cost of share-based payments on a straight-line basis over the period the employee provides service, generally the vesting period, and include such costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) in the consolidated statements of operations. We account for forfeitures as they occur. The grant date fair value of restricted stock awards is equal to the market price of our common stock on the date of grant. The fair value of stock options is estimated using the Black-Scholes option-pricing model as of the date of grant. The fair value of the discount offered on the employee stock purchase plan is equal to 15% of the market price of our common stock on the purchase date. Revenue Recognition Refining and Retail Our refining and retail segment revenues are primarily associated with the sale of refined products. We recognize revenues upon physical delivery of refined products to a customer, which is the point in time at which control of the refined products is transferred to the customer. The pricing of our refined products is variable and primarily driven by commodity prices. The refining segment’s contracts with its customers state the terms of the sale, including the description, quantity, delivery terms, and price of each product sold. Payments from refining and bulk retail customers are generally due in full within 2 to 30 days of product delivery or invoice date. Payments from our other retail customers occur at the point of sale and are typically collected in cash or occur by credit or debit card. As such, we have no significant financing element to our revenues and have immaterial product returns and refunds. We account for certain transactions on a net basis under Financial Accounting Standards Board (“FASB”) ASC Topic 845, “Nonmonetary Transactions.” These transactions include nonmonetary crude oil and refined product exchange transactions, certain crude oil buy/sell arrangements, and sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another. We made an accounting policy election to apply the sales tax practical expedient, whereby all taxes assessed by a governmental authority that are both imposed on and concurrent with a revenue-producing transaction and collected from our customers will be recognized on a net basis within Cost of revenues (excluding depreciation). Logistics We recognize transportation and storage fees as services are provided to a customer. Substantially all of our logistics revenues represent intercompany transactions that are eliminated in consolidation. Cost Classifications Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our environmental credit obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains and losses on derivatives and inventory valuation adjustments. Certain direct operating expenses related to our logistics segment are also included in Cost of revenues (excluding depreciation). Operating expense (excluding depreciation) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, and environmental compliance costs, as well as chemicals and catalysts and other direct operating expenses. The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenues $ 24,980 $ 20,437 $ 21,903 Operating expense 66,886 51,901 52,338 General and administrative expense 2,142 2,661 2,972 Benefit Plans We recognize an asset for the overfunded status or a liability for the underfunded status of our defined benefit pension plans. The funded status is recorded within Other liabilities on our consolidated balance sheets. Certain changes in the plans’ funded status are recognized in Other comprehensive income (loss) in the period the change occurs. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are categorized with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority given to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 – Assets or liabilities for which the item is valued based on quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Assets or liabilities valued based on observable market data for similar instruments. Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed and considers risk premiums that a market participant would require. The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our policy is to recognize transfers in and/or out of fair value hierarchy levels as of the end of the reporting period for which the event or change in circumstances caused the transfer. We have consistently applied these valuation techniques for the periods presented. The fair value of the J. Aron repurchase obligation derivatives are measured using estimates of the prices and differentials assuming settlement at the end of the reporting period. Income (Loss) Per Share Basic income (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under the warrants. The common stock warrants were included in the calculation of basic EPS because they were issuable for minimal consideration. Basic and diluted EPS are computed taking into account the effect of participating securities. Participating securities include restricted stock that has been issued but has not yet vested. Please read Note 21—Income (Loss) Per Share for further information. Foreign Currency Transactions We may, on occasion, enter into transactions denominated in currencies other than the U.S. dollar, which is our functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income (expense), net, in the accompanying consolidated statement of operations in the period in which the currency exchange rates change. For the years ended December 31, 2023, 2022, or 2021, gains and losses resulting from changes in currency translations were immaterial. Accounting Principles Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) (“ASU 2023-07”). The amendments in ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Public entities are required to disclose significant segment expenses by reportable segment if they are regularly provided to the Chief Operating Decision Maker (“CODM”) and included in each reported measure of segment profit or loss. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance in ASU 2023-07 is effective for fiscal years beginning after December 15, 2024. This ASU therefore does not impact our 2023 Form 10-K. Par will assess the impact of this ASU on our 2024 Form 10-K annual segment disclosures as part of our fiscal year 2024 procedures. On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure (Topic 740). This ASU requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. Additionally, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The guidance in ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. This ASU therefore does not impact our 2023 Form 10-K. Par will assess the impact of this ASU on our 2025 Form 10-K annual segment disclosures as part of our fiscal year 2025 procedures. Accounting Principles Adopted On January 1, 2022, we adopted ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) . This ASU changes accounting for recording contract assets and liabilities acquired in a business combination to improve comparability and consistency. During the Billings Acquisition in June 2023, no contract assets or liabilities were acquired, thus our adoption of ASU 2021-08 will not impact on our financial condition, results of operations, and cash flows. On January 1, 2022, we adopted ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations |
Refining and Logistics Equity I
Refining and Logistics Equity Investments | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Refining and Logistics Equity Investments | Note 3—Refining and Logistics Equity Investments Yellowstone Energy Limited Partnership On June 1, 2023, we completed the Billings Acquisition (as defined in Note 5—Acquisitions) and acquired a 65% limited partnership ownership interest in YELP. YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power production for the local utility grid. We account for our investment in YELP using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YELP’s net income and the depreciation of our basis difference are included in Equity earnings from refining and logistics investments on our consolidated statements of operations due to the significance of YELP’s cogeneration facilities to our Montana operations. Our proportionate share of YELP’s net income (loss) is recorded on a one-month lag. The change in our equity investment in YELP is as follows (in thousands): For the period from June 1 through December 31, 2023 Beginning balance $ — Acquisition of investment 58,019 Equity earnings from YELP 8,059 Depreciation of basis difference (696) Dividends received (5,558) Ending balance $ 59,824 Yellowstone Pipeline Company On June 1, 2023, we completed the Billings Acquisition (as defined in Note 5—Acquisitions) and acquired a 40% ownership interest in YPLC. YPLC owns a refined products pipeline that begins at our Montana refinery and transports refined product throughout Montana and the Pacific Northwest. We account for our ownership interest in YPLC using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YPLC’s net income and the accretion of our basis difference is included in Equity earnings from refining and logistics investments on our consolidated statements of operations due to the significance of YPLC’s distribution services to our Montana operations. The change in our equity investment in YPLC is as follows (in thousands): For the period from June 1 through December 31, 2023 Beginning balance $ — Acquisition of investment 28,581 Equity earnings from YPLC 4,392 Accretion of basis difference 89 Dividends received (5,400) Ending balance $ 27,662 As of December 31, 2023, we owned a 46% ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. The balance of our investment in Laramie Energy was $14.3 million as of December 31, 2023. As of December 31, 2022, the book value of our investment was zero. Prior to February 21, 2023, Laramie Energy had a term loan agreement which provided a term loan secured by a lien on its natural gas and crude oil properties and related assets. Under the terms of the term loan, Laramie Energy was generally prohibited from making future cash distributions to its owners, including us, except for certain permitted tax distributions. On February 21, 2023, Laramie Energy entered into a term loan agreement which provides a $205 million first lien term loan facility with $160.0 million funded at closing and an optional $45 million delayed draw commitment, subject to certain terms and conditions. Laramie Energy used the proceeds from the term loan to repay the then-outstanding balance of $76.3 million on its existing term loan, including accrued interest and prepayment penalties, and fully redeem preferred equity of $73.5 million. After deducting transaction costs, net proceeds were $4.8 million. Under the terms of the new term loan, Laramie is permitted to make future cash distributions to its owners, including us, subject to certain restrictions. Laramie Energy’s term loan matures on February 21, 2027. As of December 31, 2023 and 2022, the term loan had an outstanding balance of $160.0 million and $77.4 million, respectively. On March 1, 2023, pursuant to its new term loan agreement, Laramie Energy made a one-time cash distribution to its owners, including us, based on ownership percentage. Our share of this distribution was $10.7 million, which was reflected as Return of capital from Laramie Energy, LLC on our consolidated statements of cash flows. We recorded the cash received as Equity earnings from Laramie Energy, LLC on our consolidated statements of operations because the carrying value of our investment in Laramie Energy was zero at the time of such distribution. Effective February 21, 2023, and concurrent with Laramie’s entry into the new term loan agreement noted above, we resumed the application of equity method accounting with respect to our investment in Laramie Energy. At December 31, 2023, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $71.7 million. The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2023 Beginning balance $ — Equity earnings (losses) from Laramie Energy 19,471 Accretion of basis difference 5,514 Distribution received (10,706) Ending balance $ 14,279 |
Investment in Laramie Energy
Investment in Laramie Energy | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Laramie Energy | Note 3—Refining and Logistics Equity Investments Yellowstone Energy Limited Partnership On June 1, 2023, we completed the Billings Acquisition (as defined in Note 5—Acquisitions) and acquired a 65% limited partnership ownership interest in YELP. YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power production for the local utility grid. We account for our investment in YELP using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YELP’s net income and the depreciation of our basis difference are included in Equity earnings from refining and logistics investments on our consolidated statements of operations due to the significance of YELP’s cogeneration facilities to our Montana operations. Our proportionate share of YELP’s net income (loss) is recorded on a one-month lag. The change in our equity investment in YELP is as follows (in thousands): For the period from June 1 through December 31, 2023 Beginning balance $ — Acquisition of investment 58,019 Equity earnings from YELP 8,059 Depreciation of basis difference (696) Dividends received (5,558) Ending balance $ 59,824 Yellowstone Pipeline Company On June 1, 2023, we completed the Billings Acquisition (as defined in Note 5—Acquisitions) and acquired a 40% ownership interest in YPLC. YPLC owns a refined products pipeline that begins at our Montana refinery and transports refined product throughout Montana and the Pacific Northwest. We account for our ownership interest in YPLC using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YPLC’s net income and the accretion of our basis difference is included in Equity earnings from refining and logistics investments on our consolidated statements of operations due to the significance of YPLC’s distribution services to our Montana operations. The change in our equity investment in YPLC is as follows (in thousands): For the period from June 1 through December 31, 2023 Beginning balance $ — Acquisition of investment 28,581 Equity earnings from YPLC 4,392 Accretion of basis difference 89 Dividends received (5,400) Ending balance $ 27,662 As of December 31, 2023, we owned a 46% ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. The balance of our investment in Laramie Energy was $14.3 million as of December 31, 2023. As of December 31, 2022, the book value of our investment was zero. Prior to February 21, 2023, Laramie Energy had a term loan agreement which provided a term loan secured by a lien on its natural gas and crude oil properties and related assets. Under the terms of the term loan, Laramie Energy was generally prohibited from making future cash distributions to its owners, including us, except for certain permitted tax distributions. On February 21, 2023, Laramie Energy entered into a term loan agreement which provides a $205 million first lien term loan facility with $160.0 million funded at closing and an optional $45 million delayed draw commitment, subject to certain terms and conditions. Laramie Energy used the proceeds from the term loan to repay the then-outstanding balance of $76.3 million on its existing term loan, including accrued interest and prepayment penalties, and fully redeem preferred equity of $73.5 million. After deducting transaction costs, net proceeds were $4.8 million. Under the terms of the new term loan, Laramie is permitted to make future cash distributions to its owners, including us, subject to certain restrictions. Laramie Energy’s term loan matures on February 21, 2027. As of December 31, 2023 and 2022, the term loan had an outstanding balance of $160.0 million and $77.4 million, respectively. On March 1, 2023, pursuant to its new term loan agreement, Laramie Energy made a one-time cash distribution to its owners, including us, based on ownership percentage. Our share of this distribution was $10.7 million, which was reflected as Return of capital from Laramie Energy, LLC on our consolidated statements of cash flows. We recorded the cash received as Equity earnings from Laramie Energy, LLC on our consolidated statements of operations because the carrying value of our investment in Laramie Energy was zero at the time of such distribution. Effective February 21, 2023, and concurrent with Laramie’s entry into the new term loan agreement noted above, we resumed the application of equity method accounting with respect to our investment in Laramie Energy. At December 31, 2023, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $71.7 million. The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2023 Beginning balance $ — Equity earnings (losses) from Laramie Energy 19,471 Accretion of basis difference 5,514 Distribution received (10,706) Ending balance $ 14,279 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Billings Acquisition On October 20, 2022, we and our subsidiaries Par Montana, LLC (“Par Montana”) and Par Montana Holdings, LLC (“Par Montana Holdings”), entered into an equity and asset purchase agreement (as amended to include Par Rocky Mountain Midstream, LLC, the “Purchase Agreement”) with Exxon Mobil Corporation, ExxonMobil Oil Corporation, and ExxonMobil Pipeline Company LLC (collectively, the “Sellers”) to purchase (i) the high-conversion, complex refinery located in Billings, Montana and certain associated distribution and logistics assets, (ii) the Sellers’ 65% limited partnership equity interest in YELP, and (iii) the Sellers’ 40% equity interest in YPLC for a base purchase price of $310.0 million plus the value of hydrocarbon inventory and adjusted working capital at closing (collectively, the “Billings Acquisition”). The Billings Acquisition enhances our fully integrated downstream network in the upper Rockies and Pacific Northwest. The Billings Acquisition increases scale and geographic diversification on the U.S. mainland and allows for efficient access to alternative markets. On June 1, 2023, we completed the Billings Acquisition for a total purchase price of approximately $625.4 million, including acquired working capital, consisting of a cash deposit of $30.0 million paid on October 20, 2022 upon execution of the Purchase Agreement and $595.4 million paid at closing on June 1, 2023. The Company funded the Billings Acquisition with cash on hand and borrowings from the ABL Credit Facility (as defined in Note 14—Debt). We accounted for the Billings Acquisition as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. A summary of the preliminary fair value of the assets acquired and liabilities assumed is as follows (in thousands): Trade accounts receivable $ 2,387 Inventories 299,176 Property, plant, and equipment 259,088 Operating lease right-of-use assets 3,562 Investment in refining and logistics subsidiaries 86,600 Other long-term assets 4,094 Total assets (1) 654,907 Current operating lease liabilities 2,081 Other current liabilities 7,056 Environmental liabilities 18,869 Long-term operating lease liabilities 1,481 Total liabilities 29,487 Total $ 625,420 _______________________________________________________ (1) We allocated $538.7 million and $116.2 million of total assets to our refining and logistics segments, respectively. We have recorded a preliminary estimate of the fair value of the assets acquired and liabilities assumed and expect to finalize the purchase price allocation during the first part of 2024. The primary areas of the purchase price allocation that are not finalized as of December 31, 2023 relate to property, plant, and equipment and the environmental liabilities. During the year ended December 31, 2023, immaterial purchase price allocation adjustments were recorded related to working capital. Any final valuation adjustments could change the fair values assigned to the assets acquired and liabilities assumed, resulting in a change to our consolidated financial statements, which could be material. We incurred $10.4 million and $3.4 million of acquisition costs related to the Billings Acquisition for the year ended December 31, 2023 and 2022, respectively. These costs are included in Acquisition and integration costs on our consolidated statements of operations. We assumed certain environmental liabilities associated with the Billings Acquisition, including costs related to hazardous waste corrective measures, ground and surface water sampling and monitoring. We expect to incur these costs over a 20 to 30 year period. The results of operations of the Montana refinery, newly acquired logistics assets in the Rockies region, and YELP and YPLC equity investments were included in our results beginning on June 1, 2023. For the year ended December 31, 2023, our results of operations included revenues of $1.5 billion , and net income of $57.9 million , related to these assets. The following unaudited pro forma financial information presents our consolidated revenues and net income as if the Billings Acquisition had been completed on January 1, 2022 (in thousands): Year Ended December 31, 2023 2022 Revenues $ 9,172,821 $ 10,033,522 Net income 847,740 419,441 These pro forma results were based on estimates and assumptions that we believe are reasonable. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the Billings Acquisition been effective as of the dates presented, nor is it indicative of future operating results of the combined company. Pro forma adjustments include (i) incremental depreciation resulting from the estimated fair value of property, plant, and equipment acquired, (ii) transaction costs which were shifted from the year ended December 31, 2023 to the year ended December 31, 2022, (iii) elimination of historical transactions between Par and the Montana assets, and (iv) incremental income tax expense at Par’s effective income tax rate, adjusted for non-recurring items, on the pre-tax pro forma results. Northwest Retail Expansion |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition As of December 31, 2023 and 2022, receivables from contracts with customers were $311.1 million and $242.5 million, respectively. Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer. Deferred revenue was $15.2 million and $11.5 million as of December 31, 2023 and 2022, respectively. We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation. The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands): Year Ended December 31, 2023 Refining Logistics Retail Product or service: Gasoline $ 2,689,350 $ — $ 438,058 Distillates (1) 3,412,819 — 49,651 Other refined products (2) 1,718,961 — — Merchandise — — 101,529 Transportation and terminalling services — 260,779 — Other revenue 148,350 — 3,242 Total segment revenues (3) $ 7,969,480 $ 260,779 $ 592,480 Year Ended December 31, 2022 Refining Logistics Retail Product or service: Gasoline $ 1,999,065 $ — $ 428,959 Distillates (1) 3,139,807 — 46,392 Other refined products (2) 1,890,813 — — Merchandise — — 91,289 Transportation and terminalling services — 198,821 — Other revenue 16,375 — 3,566 Total segment revenues (3) $ 7,046,060 $ 198,821 $ 570,206 Year Ended December 31, 2021 Refining Logistics Retail Product or service: Gasoline $ 1,472,335 $ — $ 333,396 Distillates (1) 1,927,851 — 27,057 Other refined products (2) 1,065,555 — — Merchandise — — 92,004 Transportation and terminalling services — 184,734 — Other revenue 5,370 — 3,959 Total segment revenues (3) $ 4,471,111 $ 184,734 $ 456,416 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, gas oil, and asphalt. (3) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at December 31, 2023 and 2022 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreement (1) Total December 31, 2023 Crude oil and feedstocks $ 175,307 $ 168,549 $ 343,856 Refined products and blendstock 358,236 133,684 491,920 Warehouse stock and other (2) 324,619 — 324,619 Total $ 858,162 $ 302,233 $ 1,160,395 December 31, 2022 Crude oil and feedstocks $ 112,082 $ 265,536 $ 377,618 Refined products and blendstock 188,040 168,624 356,664 Warehouse stock and other (2) 307,701 — 307,701 Total $ 607,823 $ 434,160 $ 1,041,983 _________________________________________________________ (1) Please read Note 12—Inventory Financing Agreements for further information. (2) Includes $237.6 million and $258.2 million of RINs and environmental credits, reported at the lower of cost or NRV, as of December 31, 2023 and 2022, respectivel y. Our renewable volume obligation and other gross environmental credit obligations of $286.9 million and $549.8 million, are included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2023 and 2022, respectively. Inventories valued on the LIFO method were approximately 26% and 22% of total inventories at December 31, 2023 and 2022, respectively. As of December 31, 2023 and December 31, 2022, there was no reserve for the lower of cost or net realizable value of inventory. As of December 31, 2023 and December 31, 2022, the current replacement cost exceeded the LIFO inventory carrying value by approximately $36.1 million and $46.4 million, respectively. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | Prepaid and Other Current Assets Prepaid and other current assets at December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Advances to suppliers for crude purchases $ 65,531 $ — Collateral posted with broker for derivative instruments (1) 21,763 40,788 Billings Acquisition deposit (2) — 30,000 Prepaid insurance 20,235 15,639 Derivative assets 43,356 — Prepaid environmental credits 20,756 — Other 10,764 5,616 Total $ 182,405 $ 92,043 _________________________________________________________ (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 15—Derivatives for further information. (2) Please read Note 5—Acquisitions for further discussion. |
Property, Plant, and Equipment
Property, Plant, and Equipment and Impairment of Long-Lived Assets | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment and Impairment of Long-Lived Assets | Property, Plant, and Equipment and Impairment of Long-Lived Assets Major classes of property, plant, and equipment, including assets acquired under finance leases, consisted of the following (in thousands): December 31, 2023 2022 Land $ 194,623 $ 153,804 Buildings and equipment (1) 1,361,828 1,050,898 Other (1) 21,350 19,865 Total property, plant, and equipment 1,577,801 1,224,567 Less accumulated depreciation and amortization (478,413) (388,733) Property, plant, and equipment, net $ 1,099,388 $ 835,834 ______________________________________________________ (1) Please read Note 17—Leases for further disclosures and information on finance leases. Depreciation and finance lease amortization expense was approximately $94.0 million, $75.0 million, and $77.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Par West refinery was idled in the first quarter of 2020 due to the reduction in demand resulting from the COVID-19 global pandemic’s effect on the economy. Pursuant to GAAP accounting guidelines, this refinery was deemed abandoned in the fourth quarter of 2020 due to the following factors: the idling of the assets for more than an insignificant amount of time, the significant cost to restart the refinery, and a lack of a current plan or timeline to restart the refinery. For the year ended December 31, 2021, we recorded additional impairment charges o f $0.2 million in Impairment expense on our consolidated statement of operations related to this idling. Please read Note 16—Fair Value Measurements for additional information. For the year ended December 31, 2021, we recorded $1.7 million of Impairment expense on our consolidated statement of operations related to the impairment of a separate capital project. For the years ended December 31, 2022 and 2023, no such impairment was recorded. |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement Obligations Our asset retirement obligations (“AROs”) are primarily related to the removal of underground storage tanks and the removal of brand signage at owned and leased retail sites which are legally required, whether by government action or contractual arrangement. The table below summarizes the changes in our recorded AROs (in thousands): Year Ended December 31, 2023 2022 2021 Beginning balance $ 15,375 $ 14,414 $ 10,636 Accretion expense 965 934 873 Revision in estimate — 116 3,602 Liabilities settled during period — (89) (697) Ending balance $ 16,340 $ 15,375 $ 14,414 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets During the years ended December 31, 2023, 2022, and 2021, the change in the net carrying amount of goodwill was as follows (in thousands): Balance at January 1, 2021 $ 127,997 Divestitures (735) Balance at December 31, 2021 127,262 Acquisition (1) 2,120 Divestitures (57) Balance at December 31, 2022 129,325 Divestitures (2) (50) Balance at December 31, 2023 $ 129,275 ________________________________________________________ (1) Please read Note 5—Acquisitions for further discussion. (2) In December 2022, we purchased three retail stores in Washington. $50 thousand of the 2022 payment was refunded to us in 2023; the refund was accounted for as a reduction of goodwill. Please read Note 5—Acquisitions for further discussion. The gross carrying value of goodwill was $202.9 million as of December 31, 2021, $205.0 million as of December 31, 2022, and $205.0 million as of December 31, 2023. As of December 31, 2021, 2022, and 2023, we had cumulative charges related to divestitures of $75.6 million, $75.7 million, and $75.8 million, respectively. Intangible assets consisted of the following (in thousands): December 31, 2023 2022 Intangible assets: Trade names and trademarks $ 6,267 $ 6,267 Customer relationships 32,064 32,064 Other 261 261 Total intangible assets 38,592 38,592 Accumulated amortization: Trade name and trademarks (5,470) (5,383) Customer relationships (22,204) (19,632) Other — — Total accumulated amortization (27,674) (25,015) Net: Trade name and trademarks 797 884 Customer relationships 9,860 12,432 Other 261 261 Total intangible assets, net $ 10,918 $ 13,577 Amortization expense was approximately $2.7 million for each of the years ended December 31, 2023, 2022, and 2021. Our intangible assets related to customer relationships and trade names have an average useful life of 13.5 years. Expected amortization expense for each of the next five years and thereafter is as follows (in thousands): Year Ended Amount 2024 $ 1,400 2025 979 2026 979 2027 979 2028 979 Thereafter 5,602 $ 10,918 |
Inventory Financing Agreements
Inventory Financing Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Other Commitments [Abstract] | |
Inventory Financing Agreements | Inventory Financing Agreements The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): December 31, 2023 2022 Supply and Offtake Agreement $ 594,362 $ 732,511 Washington Refinery Intermediation Agreement — 160,554 LC Facility due 2024 — — Obligations under inventory financing agreements $ 594,362 $ 893,065 Supply and Offtake Agreement We have a supply and offtake agreement with J. Aron to support our Hawaii refining operations (the “Supply and Offtake Agreement"). On June 1, 2021, we entered into the second amended and restated supply and offtake agreement, which amended and restated the first amended and restated supply and offtake agreement in its entirety. During the term of the Supply and Offtake Agreement, J. Aron and we will identify mutually acceptable contracts for the purchase of crude oil from third parties. Per the agreement, J. Aron will provide up to 150 Mbpd of crude oil to our Hawaii refinery. Additionally, we will sell, and J. Aron will buy, at market prices, refined products produced at our Hawaii refinery. We will then repurchase the refined products from J. Aron prior to selling the refined products to our retail operations or to third parties. Under the agreement, J. Aron may enter into agreements with third parties whereby J. Aron remits payments to these third parties for refinery procurement contracts for which we will become immediately obligated to reimburse J. Aron. The agreement also provides for the lease of crude oil and certain refined product storage facilities to J. Aron. The Supply and Offtake Agreement expires May 31, 2024 (as extended, the “Expiration Date”). Under the Supply and Offtake Agreement, we would have been subject to an early termination fee if we terminated the Supply and Offtake Agreement prior to May 31, 2023. Following the expiration or termination of the agreement, we are obligated to purchase the crude oil and refined product inventories then owned by J. Aron and located at the leased storage facilities at then-current market prices. Under the Supply and Offtake Agreement, Par Hawaii Refining, LLC (“PHR”) is required to maintain minimum liquidity of not less than $15 million for any three consecutive business days, with at least $15 million of such liquidity consisting of cash and cash equivalents. Though title to the crude oil and certain refined product inventories resides with J. Aron, the Supply and Offtake Agreement is accounted for similar to a product financing arrangement; therefore, the crude oil and refined products inventories will continue to be included in our consolidated balance sheets until processed and sold to a third party. Each reporting period, we record a liability in an amount equal to the amount we expect to pay to repurchase the inventory held by J. Aron based on current market prices. Prior to July 1, 2021, the Supply and Offtake Agreement also included a deferred payment arrangement whereby we could defer payments owed under the agreements up to the lesser of $165 million or 85% of the eligible accounts receivable and inventory. The deferred amounts under the deferred payment arrangement bore interest at a rate equal to three-month LIBOR plus 3.50% per annum. We also paid a deferred payment availability fee equal to 0.75% of the unused capacity under the deferred payment arrangement. Effective July 1, 2021, a discretionary draw facility (the “Discretionary Draw Facility”) became available to PHR up to but excluding the Expiration Date. Under the Discretionary Draw Facility, J. Aron agreed to make advances to PHR from time to time at the request of PHR, subject to the satisfaction of certain conditions precedent, in an aggregate principal amount at any one time outstanding not to exceed the lesser of $165 million or the sum of the borrowing base, which is calculated as (x) 85% of the eligible accounts receivables, plus (y) the lesser of $82.5 million and 85% of eligible hydrocarbon inventory, minus (z) such reserves as established by J. Aron in respect of eligible receivables and eligible hydrocarbon inventory. Prior to June 1, 2022, the advances under the Discretionary Draw Facility bore interest at a rate equal to three-month LIBOR plus 4.00% per annum. Beginning on June 1, 2022, the advances bear interest at a rate equal to LIBOR (or LIBOR equivalent) plus an applicable spread between 3.50% and 4.00% to be determined annually based on certain financial ratios. We also pay a discretionary draw availability fee equal to 0.75% of the unused capacity under the Discretionary Draw Facility. On April 25, 2022, we entered into an amendment (the “S&O Amendment”) to the Supply and Offtake Agreement which, among other things, amended the maximum commitment amount under the Discretionary Draw Facility from $165 million to $215 million. The S&O Amendment further increased the limit in the borrowing base for eligible hydrocarbon inventory from $82.5 million to $107.5 million. The S&O Amendment further requires a $5.0 million reserve against the borrowing base at any time more than $165 million is outstanding in discretionary draw advances made to PHR; the reserve may be reduced by the posting of cash collateral by PHR in accordance with the terms of the S&O Amendment. On February 13, 2023, we entered into an amendment to the Supply and Offtake Agreement to, among other things, facilitate entry into the Term Loan Credit Agreement. On June 21, 2023, we entered into an amendment (the “June 2023 S&O Amendment”) to the Supply and Offtake Agreement to establish the Secured Overnight Financing Rate ("SOFR"), as defined in the Supply and Offtake Agreement, as the benchmark rate in replacement of the London Interbank Offered Rate ("LIBOR") and revise certain other terms and conditions, effective July 1, 2023. On July 26, 2023, we entered into an amendment (the “July 2023 S&O Amendment”) to the Supply and Offtake Agreement which, among other things, allowed PHR to enter into a crude oil procurement contract supported by a letter of credit under the LC Facility (as defined below) and have its purchases funded by J. Aron, subject to certain conditions. Please read below for further information on the LC Facility. Under the Supply and Offtake Agreement, we pay or receive certain fees from J. Aron based on changes in market prices over time. In 2021 and 2022, we entered into multiple contracts to fix certain market fees for the period from January 2022 through May 2022 for $8.7 million. For the year ended December 31, 2023, we did not enter into any contracts to fix market fees related to our Supply and Offtake Agreement. The amount due to or from J. Aron is recorded as an adjustment to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement. We did not recognize any fixed market fees due for the year ended December 31, 2023. We recognized fixed market fees of $8.8 million and $13.5 million for the years ended December 31, 2022, and 2021, respectively, which were included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. LC Facility due 2024 On July 26, 2023, PHR, as borrower, the lenders and letter of credit issuing banks party thereto (collectively, the “LC Facility Lenders”), MUFG Bank, Ltd., as administrative agent (the “LC Facility Agent”), sub-collateral agent, joint lead arranger and sole bookrunner, Macquarie Bank Limited, as joint lead arranger, and U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”), entered into an Uncommitted Credit Agreement (the “LC Facility Agreement”) whereby the LC Facility Lenders agree, on an uncommitted and absolutely discretionary basis, to consider making revolving credit loans and issuing and participating in letters of credit in the maximum available amount of $120.0 million in the aggregate (the “LC Facility”) with the right to request an increase up to $350.0 million in the aggregate, subject to certain conditions. Letters of credit issued under the LC Facility are intended to finance and provide credit support for certain of PHR’s purchases of crude oil. In addition, revolving credit loans may be used to pay suppliers. The LC Facility will mature on July 25, 2024, unless the obligations are accelerated and the maximum credit limits of the LC Facility Lenders are terminated prior to such date. The revolving credit loans under the LC Facility bear interest at a 1) SOFR rate plus the applicable margin of 2.5%, 2) cost of funds rate plus applicable margin of 2.5% or 3) alternate base rate plus 1.5%, as more particularly described in the LC Facility Agreement. PHR has agreed to pay certain fees and commissions with respect to letters of credit under the LC Facility, including, but not limited to, a letter of credit commission, in an amount equal to the greater of $750 (in dollars) and (1) 2.00% per annum of the face amount of any trade letter of credit, or (2) 2.25% per annum of the face amount of any performance letter of credit, each payable monthly in arrears. In addition, PHR shall pay a fronting fee equal to 0.25% of the face amount of each letter of credit issued by a letter of credit issuing bank, payable monthly in arrears. The LC Facility Agreement requires PHR to comply with various covenants, including compliance with the minimum liquidity covenant. PHR agrees that it shall not permit the liquidity of PHR for any three consecutive business days to be less than $15 million at any time, with at least $15 million of such liquidity consisting of cash and cash equivalents. PHR has granted a lien and security interest in certain of its assets to the Collateral Agent. PHR is also required to provide cash collateral to the LC Facility Agent as a condition to issuance of certain letters of credit. On October 4, 2023, PHR, and Par Petroleum, LLC, obtained the written consent from the lenders party to the LC Facility to permit the Second Amendment to ABL Credit Facility (as defined in Note 14—Debt) and to amend certain defined terms or provisions in the ABL Credit Facility, pursuant to that certain Limited Consent to Uncommitted Credit Agreement dated as of October 3, 2023, among PHR, Par Petroleum, LLC, each of the lenders party thereto, LC Facility Agent, and U.S. Bank Trust Company, National Association, solely in its capacity as the collateral agent (the “Limited Consent”). Refer to Note 14—Debt for further information on the Second Amendment to ABL Credit Facility. Washington Refinery Intermediation Agreement Prior to December 31, 2023, we were party to the Washington Refinery Intermediation Agreement with MLC, which provided a structured financing arrangement based on U.S. Oil’s crude oil and refined products inventories and associated accounts receivable. Under this arrangement, U.S. Oil purchased crude oil supplied from third-party suppliers and MLC provided credit support for such crude oil purchases. MLC’s credit support consisted of either providing a payment guaranty, causing the issuance of a letter of credit from a third-party issuing bank, or purchasing crude oil directly from third parties on our behalf. U.S. Oil held title to all crude oil and refined products inventories at all times and pledged such inventories, together with all receivables arising from the sales of the same, exclusively to MLC. On October 4, 2023, U.S. Oil entered into a wind-down and termination agreement (the “Wind-Down Agreement”) with MLC, which provided for the wind down of the respective obligations of MLC and U.S. Oil. Under the Wind-Down Agreement, in exchange for cash collateral provided by U.S. Oil to MLC, the payment of certain fees by U.S. Oil to MLC, and the satisfaction of other conditions precedent specified in the Wind-Down Agreement, MLC released all of its liens and security interests in all collateral, and MLC and U.S. Oil terminated the First Lien ISDA Agreement, Collateral Agreement, and all other guarantee and collateral documents, other than certain surviving obligations and certain other obligations which specifically continue under the terms of the Wind-Down Agreement. In connection with the Wind-Down Agreement, we recognized a termination fee of $1.5 million, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023. The cash paid to settle the obligation is included in Payments for termination of inventory financing agreements in our consolidated statements of cash flows for the year ended December 31, 2023. As of December 31, 2023, there were no outstanding obligations under the Washington Refinery Intermediation Agreement. The following table summarizes our outstanding borrowings, letters of credit, and contractual undertaking obligations under the intermediation agreements (in thousands): December 31, 2023 2022 Discretionary Draw Facility Outstanding borrowings (1) $ 165,459 $ 204,843 Borrowing capacity 175,891 204,843 MLC receivable advances Outstanding borrowings (1) — 56,601 Borrowing capacity — 56,601 LC Facility due 2024 Outstanding borrowings — — Borrowing capacity 120,000 — MLC issued letters of credit — 115,001 LC Facility issued letters of credit 13,000 — ______________________________________________________ (1) Borrowings outstanding under the Discretionary Draw Facility and MLC receivable advances are included in Obligations under inventory financing agreements on our consolidated balance sheets. Changes in the borrowings outstanding under these arrangements are included within Cash flows from financing activities on the consolidated statements of cash flows. The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands): Year Ended December 31, 2023 2022 2021 Net fees and expenses: Supply and Offtake Agreement Inventory intermediation fees (1) $ 56,164 $ 100,610 $ 21,612 Interest expense and financing costs, net 7,149 6,150 3,015 Washington Refinery Intermediation Agreement Inventory intermediation fees 2,250 3,000 3,236 Interest expense and financing costs, net 9,280 10,111 4,900 LC Facility due 2024 Interest expense and financing costs, net 1,667 — — ___________________________________________________ (1) Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $13.5 million, $63.3 million, and $4.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Supply and Offtake Agreement and, prior to its termination, the Washington Refinery Intermediation Agreement also provide us with the ability to economically hedge price risk on our inventories and crude oil purchases. Please read Note 15—Derivatives for further information. |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | Other Accrued Liabilities Other accrued liabilities at December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Accrued payroll and other employee benefits $ 40,533 $ 27,815 Gross environmental credit obligations (1) 286,904 549,791 Derivative liabilities 27,725 10,989 Deferred revenue 15,220 11,457 Other 51,380 40,442 Total $ 421,762 $ 640,494 ______________________________________________________ (1) Please read Note 16—Fair Value Measurements for further information. A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our consolidated balance sheet and are stated at the lower of cost or net realizable value. The carrying costs of these assets were $237.6 million and $258.2 million as of December 31, 2023 and 2022, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes our outstanding debt (in thousands): December 31, 2023 2022 ABL Credit Facility due 2028 $ 115,000 $ — Term Loan Credit Agreement due 2030 545,875 — 7.75% Senior Secured Notes due 2025 — 281,000 Term Loan B Facility due 2026 — 203,125 12.875% Senior Secured Notes due 2026 — 31,314 Other long-term debt 4,746 — Principal amount of long-term debt 665,621 515,439 Less: unamortized discount and deferred financing costs (14,763) (9,907) Total debt, net of unamortized discount and deferred financing costs 650,858 505,532 Less: current maturities, net of unamortized discount and deferred financing costs (4,255) (10,956) Long-term debt, net of current maturities $ 646,603 $ 494,576 Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2024 $ 6,138 2025 6,169 2026 6,201 2027 6,234 2028 121,269 Thereafter 519,610 Total $ 665,621 As of December 31, 2023, we had $133.7 million in letters of credit outstanding under the ABL Credit Facility, as defined below. As of December 31, 2022, we had $19.5 million in letters of credit outstanding under the Prior ABL Credit Facility, as defined below. We had $56.2 million and $5.9 million in cash-collateralized letters of credit and surety bonds outstanding as of December 31, 2023 and December 31, 2022, respectively. Under the ABL Credit Facility and the Term Loan Credit Agreement, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions. ABL Credit Facility due 2028 On April 26, 2023, in connection with the Billings Acquisition, we repaid in full and terminated the loan and security agreements with certain lenders and Bank of America, N.A., as administrative agent and collateral agent (as amended from time to time, “Prior ABL Credit Facility”) and entered into an Asset-Based Revolving Credit Agreement with certain lenders, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (as amended from time to time, the “ABL Credit Facility”), providing for a senior secured asset-based revolving credit facility in an initial aggregate principal amount of up to $150 million and secured by a first priority lien over certain of our assets and other personal property, subject to certain customary exceptions. In accordance with ASC Topic 470, “Debt”, we accounted for the ABL Credit Facility as a debt m odification and unamortized deferred financing costs/modification costs o f $0.7 million were rolled into the ABL Credit Facility and will be amortized over the remaining term of the ABL Credit Facility . On May 30, 2023, the ABL Credit Facility was amended (“ABL Credit Facility Billings Amendment”) in order to, among other things, increase the commitment amount by $450 million, adjust the borrowing base to account for the Billings Acquisition assets, and fund an escrow account to purchase a portion of the hydrocarbon inventory associated with the Billings Acquisition. Initially the ABL Credit Facility permitted the issuance of letters of credit of up to $65 million; with the ABL Credit Facility Billings Amendment this amount increased to $250 million. On October 4, 2023, we entered into the Second Amendment to the ABL Credit Facility. The Second Amendment to the ABL Credit Facility provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $900 million, (ii) future incremental increases up to $400 million, (iii) the designation of U.S. Oil as a borrower under the ABL Credit Facility, (iv) the grant of a security interest in all or substantially all of the assets of each of U.S. Oil and certain affiliated entities’ to secure the obligations under the ABL Credit Facility, and (v) amendments to certain defined terms and provisions in the ABL Credit Facility agreement. As of December 31, 2023, the ABL Credit Facility had $115 million outstanding in revolving loans , and a borrowing base of approxi mately $603.7 million. The ABL Credit Facility will mature, and the commitments thereunder will terminate on April 26, 2028. The interest rates applicable to borrowings under the ABL Credit Facility are based on a fluctuating rate of interest measured by reference to either, at our option, (i) a base rate, plus an applicable margin, or (ii) an Adjusted Term SOFR rate, plus an applicable margin. The initial applicable margin for borrowings under the ABL Credit Facility is 0.50% per annum with respect to base rate borrowings and 1.50% per annum with respect to SOFR borrowings, and the applicable margin for such borrowings after June 30, 2023 will be based on the our quarterly average excess availability as determined by reference to a borrowing base, ranging from 0.25% per annum to 0.75% per annum with respect to base rate borrowings and from 1.25% per annum to 1.75% per annum with respect to SOFR borrowings. We also pay a de minimis fee for any undrawn amounts available under the ABL Credit Facility. The effective interest rate was 2.65% for the year ended December 31, 2023. Under the ABL Credit Agreement, the applicable margins for the ABL Credit Facility and advances under the ABL Credit Facility are as specified below: Level Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) Term SOFR Loans Base Rate Loans 1 >50% 1.25% 0.25% 2 >30% but ≤ 50% 1.50% 0.50% 3 ≤ 30% 1.75% 0.75% The ABL Credit Facility includes certain customary affirmative and negative covenants, including a minimum financial fixed charge coverage ratio and a minimum borrower group fixed charge coverage ratio. In addition, the covenants limit our ability and the ability of our restricted subsidiaries to incur indebtedness, grant liens, make investments, engage in acquisitions, mergers, or consolidations, engage in certain hedging transactions, and pay dividends and other restricted payments. Term Loan Credit Agreement due 2030 On February 28, 2023, we entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (“Lenders”). Pursuant to the Term Loan Credit Agreement, the Lenders made an initial senior secured term loan in the principal amount of $550.0 million at a price equal to 98.5% of its face value. The initial loan bears interest at SOFR, as defined below. The net proceeds were used to refinance our Term Loan B Facility and repurchase our outstanding 7.75% Senior Secured Notes and 12.875% Senior Secured Notes and any remaining net proceeds were used for general corporate purposes. We recognized an aggregate of $2.8 million in debt modification costs in connection with the refinancing, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023. The Term Loan Credit Agreement bears interest at a fluctuating rate per annum equal to either a SOFR rate or base rate “Base Rate”, provided that the Base Rate shall not be below 1.5%, as defined in the Term Loan Credit Agreement. The SOFR rate and Base Rate definitions are summarized below: SOFR Rate loan Secured overnight financing rate plus the applicable margin of 4.250% per annum with a stepdown in the applicable margin of 0.25% in the event the Company’s credit rating is upgraded to Ba3/BB-, Base Rate loan A per annum rate plus the applicable margin of 3.250%. The base rate is the greatest of: • a rate as calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (“Federal Funds Rate”) for such day, plus 0.5%; • a rate equal to adjusted term SOFR for a one month interest period as of such day plus 1.0%; or • a rate as announced by Wells Fargo (the “Prime Rate”). The Term Loan Credit Agreement requires quarterly payments of $1.4 million on the last business day of each March, June, September and December, commencing on June 30, 2023, with the balance due upon maturity. The Term Loan Credit Agreement matures on February 28, 2030. Retail Property Term Loan On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan. We recognized approximately $1.4 million of debt extinguishment costs related to our prepayment of the loan principal, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2021. The Retail Property Term Loan bore interest based on a floating rate equal to the applicable LIBOR for a one-month interest period plus 1.5%. 7.75% Senior Secured Notes On May 24, 2022, and July 14, 2022, we repurchased and cancelled $5.0 million and $10.0 million in aggregate principal amounts of the 7.75% Senior Secured Notes at repurchase prices of 97.50% and 95.00%, respectively, of the aggregate principal amount of notes repurchased . We recognized aggregate discounts of $0.6 million and incurred aggregate debt extinguishment costs of $0.2 million for these repurchases, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2022. On February 28, 2023, we repurchased and cancelled $260.6 million in aggregate principal amount of the 7.75% Senior Secured Notes at a repurchase price of 102.12% of the aggregate principal amount repurchased. On March 17, 2023, we repurchased and cancelled all remaining outstanding 7.75% Senior Secured Notes at a repurchase price of 101.94% of the aggregate principal amount repurchased. In connection with the termination of the 7.75% Senior Secured Notes, we recognized debt extinguishment costs of $5.9 million associated with debt repurchase premiums and $3.4 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023. Our 7.75% Senior Secured Notes bore interest at a rate of 7.75% per year (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2018). Term Loan B Facility On February 28, 2023, we terminated and repaid all amounts outstanding under the Term Loan B Facility. We recognized debt extinguishment costs of $1.7 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023. The Term Loan B Facility bore interest at a rate per annum equal to Adjusted LIBOR (as defined in the Term Loan B Facility) plus an applicable margin of 6.75% or at a rate per annum equal to Alternate Base Rate (as defined in the Term Loan B Facility) plus an applicable margin of 5.75%. In addition to the quarterly interest payments, the Term Loan B Facility required quarterly principal payments of $3.1 million. 12.875% Senior Secured Notes On June 14, 2021, we redeemed $36.8 million aggregate principal amount of 12.875% Senior Secured Notes at a redemption price of 112.875% of the aggregate principal amount of the notes redeemed, plus the accrued and unpaid interest as of the redemption date. On the redemption date, we paid a premium of approximately $4.7 million and incurred additional debt extinguishment costs of $1.9 million, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2021. We repurchased and cancelled $13.9 million and $21.7 million in aggregate principal amount of 12.875% Senior Secured Notes on May 16, 2022 and May 27, 2022, respectively, at a repurchase price of 111.25% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest as of the repurchase date. On June 13, 2022, we repurchased an additional $1.3 million in aggregate principal amount of the notes at a repurchase price of 111.00% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest as of the repurchase date. We paid premiums of approximately $4.1 million upon repurchases of the 12.875% Senior Secured Notes during the year ended December 31, 2022 and incurred aggregate debt extinguishment costs of $1.6 million for these repurchases, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2022. On February 28, 2023, we repurchased and cancelled $29 million in aggregate principal amount of the 12.875% Senior Secured Notes at a repurchase price of 109.044% of the aggregate principal amount repurchased. On March 17, 2023, we repurchased and cancelled all remaining outstanding 12.875% Senior Secured Notes at a repurchase price of 108.616% of the aggregate principal amount repurchased. In connection with the termination of the 12.875% Senior Secured Notes, we recognized debt extinguishment costs of $2.8 million associated with debt repurchase premiums and $1.1 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023. The 12.875% Senior Secured Notes bore interest at an annual rate of 12.875% per year (payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2021). Other long-term debt On June 7, 2023, we entered into two promissory notes with a third-party lender to acquire land in Kahului, Hawaii, and Hilo, Hawaii totaling $5.1 million. The notes bear interest at a fixed rate of 4.625% per annum and are payable on the first day of each month, commencing on July 1, 2023, until maturity. The promissory notes are unsecured and mature on June 7, 2030. Cross Default Provisions Included within each of our debt agreements are affirmative and negative covenants and customary cross default provisions that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived. As of December 31, 2023, we were in compliance with all of our debt instruments. Guarantors In connection with our shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (“SEC”) and declared effective on February 14, 2022 (“Registration Statement”), we may sell non-convertible debt securities and other securities in one or more offerings with an aggregate initial offering price of up to $750.0 million. Any non-convertible debt securities issued under the Registration Statement may be fully and unconditionally guaranteed (except for customary release provisions), on a joint and several basis, by some or all of our subsidiaries, other than subsidiaries that are “minor” within the meaning of Rule 3-10 of Regulation S-X (the “Guarantor Subsidiaries”). We have no “independent assets or operations” within the meaning of Rule 3-10 of Regulation S-X and certain of the Guarantor Subsidiaries may be subject to restrictions on their ability to distribute funds to us, whether by cash dividends, loans, or advances. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives Commodity Derivatives We utilize commodity derivative contracts to manage our price exposure in our inventory positions, future purchases of crude oil, future purchases and sales of refined products, and crude oil consumption in our refining process. The derivative contracts that we execute to manage our price risk include exchange traded futures, options, and OTC swaps. Our futures, options, and OTC swaps are marked-to-market and changes in the fair value of these contracts are recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations. We are obligated to repurchase the crude oil and refined products from J. Aron at the termination of the Supply and Offtake Agreement. Our Washington Refinery Intermediation Agreement contained forward purchase obligations for certain volumes of crude oil and refined products that are required to be settled at market prices on a monthly basis. We have determined that these obligations under the Supply and Offtake Agreement contain embedded derivatives. As such, we have accounted for these embedded derivatives at fair value with changes in the fair value recorded in Cost of revenues (excluding depreciation) on our consolidated statements of operations. We have entered into forward purchase contracts for crude oil and forward purchases and sales contracts of refined products. We elect the normal purchases normal sales (“NPNS”) exception for all forward contracts that meet the definition of a derivative and are not expected to net settle. Any gains and losses with respect to these forward contracts designated as NPNS are not reflected in earnings until the delivery occurs. We elect to offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting agreement. Our consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 16—Fair Value Measurements for the gross fair value and net carrying value of our derivative instruments. Our cash margin that is required as collateral deposits cannot be offset against the fair value of open contracts except in the event of default. Our open futures and OTC swaps expire in March 2025. At December 31, 2023, our open commodity derivative contracts represented (in thousands of barrels): Contract type Purchases Sales Net Futures 27,604 (28,104) (500) Swaps 36,051 (41,790) (5,739) Total 63,655 (69,894) (6,239) At December 31, 2023, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries. The following table provides information on these option collars at our refineries as of December 31, 2023: Total open option collars 1,394 Weighted-average strike price - floor (in dollars) $ 61.69 Weighted-average strike price - ceiling (in dollars) $ 82.97 Earliest commencement date January 2024 Furthest expiry date September 2024 Interest Rate Derivatives We are exposed to interest rate volatility in our ABL Credit Facility, LC Facility, Term Loan Credit Agreement, and the Supply and Offtake Agreement. We may utilize interest rate swaps to manage our interest rate risk. On April 12, 2023, we entered into an interest rate collar transaction to manage our interest rate risk related to the Term Loan Credit Agreement. The interest rate collar agreement reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $300.0 million as of December 31, 2023. The terms of the agreement provide for an interest rate cap of 5.50% and floor of 2.30%, based on the three month SOFR as of the fixing date. We pay variable interest quarterly until the three month SOFR reaches the floor. If the three month SOFR is between the floor and the cap, no payment is due to either party. If the three month SOFR is greater than the cap, the counterparty pays us. The interest rate collar transaction expires on May 31, 2026. As of December 31, 2022, we did not hold any interest rate derivative instruments. As of December 31, 2020, we had entered into an interest rate swap at an average fixed rate of 3.91% in exchange for the floating interest rate on the notional amounts due under the Retail Property Term Loan. This swap was set to expire on May 31, 2026, the maturity date of the Retail Property Term Loan. On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan and the related interest rate swap. The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2023 and 2022 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2023 2022 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 43,356 $ 495 Commodity derivatives (2) Other accrued liabilities (530) (10,989) J. Aron repurchase obligation derivative Obligations under inventory financing agreements (392) (12,156) MLC terminal obligation derivative Obligations under inventory financing agreements — 14,435 Interest rate derivatives Other liabilities (821) — _________________________________________________________ (1) Does not include cash collateral of $21.8 million and $40.8 million recorded in Prepaid and other current assets as of December 31, 2023, and December 31, 2022, respectively, and $9.5 million in Other long-term assets as of both December 31, 2023 and December 31, 2022. (2) Does not include $27.2 million recorded in Other accrued liabilities as of December 31, 2023 related to realized derivatives payable. The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2023 2022 2021 Commodity derivatives Cost of revenues (excluding depreciation) $ (16,701) $ (65,814) $ (22,417) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) 11,764 2,995 5,646 MLC terminal obligation derivative Cost of revenues (excluding depreciation) (34,149) (49,636) (73,256) Interest rate derivatives Interest expense and financing costs, net (821) — 104 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Purchase Price Allocation of Billings Acquisition The preliminary fair values of the assets acquired and liabilities assumed as a result of the Billings Acquisition were estimated as of June 1, 2023, the date of the acquisition, using valuation techniques described in notes (1) through (5) below. Valuation Fair Value Technique (in thousands) Net working capital excluding operating leases $ 294,507 (1) Property, plant, and equipment 259,088 (2) Operating lease right-of-use assets 3,562 (3) Refining and logistics equity investments 86,600 (4) Other long-term assets 4,094 (1) Current operating lease liabilities (2,081) (3) Long-term operating lease liabilities (1,481) (3) Environmental liabilities (18,869) (5) Total $ 625,420 _________________________________________________________ (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. Other long-term assets includes preliminary costs for future turnarounds that were recently incurred and were recorded at their fair value. (2) The fair value of personal property was estimated using the cost approach. Key assumptions in the cost approach include determining the replacement cost by evaluating recent purchases of comparable assets or published data, and adjusting replacement cost for economic and functional obsolescence, location, normal useful lives, and capacity (if applicable). The fair value of real property was estimated using the market approach. Key assumptions in the market approach include determining the asset value by evaluating recent purchases of comparable assets under similar circumstances. We consider this to be a Level 3 fair value measurement. (3) Operating lease right-of-use assets and liabilities were recognized based on the present value of lease payments over the lease term using the incremental borrowing rate at acquisition of 9.6%. (4) The fair value of our investments in YELP and YPLC were determined using a combination of the income approach and the market approach. Under the income approach, we estimated the present value of expected future cash flows using a market participant discount rate. Under the market approach, we estimated fair value using observable multiples for comparable companies in the investments’ industries. These valuation methods require us to make significant estimates and assumptions regarding future cash flows, capital projects, commodity prices, long-term growth rates, and discount rates. We consider this to be a Level 3 fair value measurement. (5) Environmental liabilities are based on management’s best estimates of probable future costs using currently available information. We consider this to be a Level 3 fair value measurement. Equity Method Investments We evaluate equity method investments for impairment when factors indicate that a decrease in the value of our investment has occurred and the carrying amount of our investment may not be recoverable. An impairment loss, based on the difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. Par West Refinery Pursuant to GAAP accounting guidelines, the Par West refinery was deemed abandoned in the fourth quarter of 2020 due to the following factors: the idling of the assets for more than an insignificant amount of time, the significant cost to restart the refinery, and a lack of a current plan or timeline to restart the refinery. Given the lack of alternative uses of the Par West refinery assets, we impaired all assets that are not expected to be used as part of our ongoing refining operations in Hawaii down to their salvage value, which is immaterial. For the year ended December 31, 2021, we recorded $0.2 million of Impairment expense on our consolidated statement of operations related to this idling. Assets and Liabilities Measured at Fair Value on a Recurring Basis Derivative instruments We classify financial assets and liabilities according to the fair value hierarchy. Financial assets and liabilities classified as Level 1 instruments are valued using quoted prices in active markets for identical assets and liabilities. These include our exchange traded futures. Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Our Level 2 instruments include OTC swaps and options. These derivatives are valued using market quotations from independent price reporting agencies and commodity exchange price curves that are corroborated with market data. Level 3 instruments are valued using significant unobservable inputs that are not supported by sufficient market activity. The valuation of the embedded derivatives related to our J. Aron repurchase obligation is based on estimates of the prices and differentials assuming settlement at the end of the reporting period. Estimates of the J. Aron settlement prices are based on observable inputs, such as Brent indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreement. Such contractual differentials vary by location and by the type of product, have a weighted average of $13.75 per barrel, and range from a discount of $7.74 per barrel to a premium of $36.07 per barrel as of December 31, 2023. Contractual price differentials are considered unobservable inputs; therefore, these embedded derivatives are classified as Level 3 instruments. We do not have other commodity derivatives classified as Level 3 at December 31, 2023 or 2022. Please read Note 15—Derivatives for further information on derivatives. Gross Environmental credit obligations During the quarter ended December 31, 2023, we had a change in estimate in our valuation of our gross environmental credit obligations, due to the settlement of all outstanding prior period environmental credit obligations. Beginning in the fourth quarter of 2023, the portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits. The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period and classified as Level 2 instruments as we obtain the pricing inputs for the RINs and other environmental credits from brokers based on market quotes on similar instruments. Please read Note 18—Commitments and Contingencies for further information on the EPA regulations related to greenhouse gases and our environmental credit obligations. Financial Statement Impact Fair value amounts by hierarchy level as of December 31, 2023 and 2022 are presented gross in the tables below (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 100,074 $ 175,191 $ — $ 275,265 $ (231,909) $ 43,356 Liabilities Commodity derivatives $ (92,417) $ (140,022) $ — $ (232,439) $ 231,909 $ (530) J. Aron repurchase obligation derivative — — (392) (392) — (392) Interest rate derivatives (3) — (821) — (821) — (821) Gross environmental credit obligations (2), (3) — (54,245) — (54,245) — (54,245) Total $ (92,417) $ (195,088) $ (392) $ (287,897) $ 231,909 $ (55,988) December 31, 2022 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 161,541 $ 8,369 $ — $ 169,910 $ (169,415) $ 495 Liabilities Commodity derivatives $ (172,529) $ (7,875) $ — $ (180,404) $ 169,415 $ (10,989) J. Aron repurchase obligation derivative — — (12,156) (12,156) — (12,156) MLC terminal obligation derivative — — 14,435 14,435 — 14,435 Gross environmental credit obligations (2) — (549,791) — (549,791) — (549,791) Total $ (172,529) $ (557,666) $ 2,279 $ (727,916) $ 169,415 $ (558,501) _________________________________________________________ (1) Does not include cash collateral of $31.3 million and $50.3 million as of December 31, 2023 and 2022, respectively, included within Prepaid and other current assets and Other long-term assets on our consolidated balance sheets. (2) Does not include RINs assets and other environmental credits of $237.6 million and $258.2 million presented as Inventories on our consolidated balance sheet and stated at the lower of cost and net realizable value as of December 31, 2023 and 2022, respectively. (3) Does not include environmental liabilities of $232.7 million, satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits. included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2023. A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Balance, beginning of period $ 2,279 $ (37,321) $ (30,958) Settlements 19,714 86,242 61,247 Total gains (losses) included in earnings (1) (22,385) (46,642) (67,610) Balance, end of period $ (392) $ 2,279 $ (37,321) _________________________________________________________ (1) Included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 Carrying Value Fair Value ABL Credit Facility due 2028 (2) $ 115,000 $ 115,000 LC Facility due 2024 (2) — — Term Loan Credit Agreement due 2030 (1) 531,112 545,875 Other long-term debt (1) 4,746 4,387 December 31, 2022 Carrying Value Fair Value Prior ABL Credit Facility due 2025 (2) $ — $ — 7.75% Senior Secured Notes due 2025 (1) (3) 277,137 276,785 Term Loan B Facility due 2026 (1) (3) 198,268 201,094 12.875% Senior Secured Notes due 2026 (1) (3) 30,127 34,029 _________________________________________________________ (1) The fair value measurements of the Term Loan Credit Agreement, Other long-term debt, 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes are considered Level 2 measurements in the fair value hierarchy as discussed below. (2) The fair value measurements of the ABL Credit Facility, LC Facility, and the Prior ABL Credit Facility are considered Level 3 measurements in the fair value hierarchy. (3) The 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes were fully repaid in 2023, please read Note 14—Debt for more information. The fair value of the Term Loan Credit Agreement, Other long-term debt, 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes were determined using a market approach based on quoted prices. The inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy because the Term Loan Credit Agreement, Other long-term debt, 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes may not be actively traded. The carrying value of our ABL Credit Facility was determined to approximate fair value as of December 31, 2023. The fair value of all non-derivative financial instruments recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximated their carrying value due to their short-term nature. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities as of December 31, 2023 and 2022 and their placement within our consolidated balance sheets: Lease type Balance Sheet Location December 31, 2023 December 31, 2022 Assets Finance Property, plant, and equipment $ 28,264 $ 21,150 Finance Accumulated amortization (12,212) (10,308) Finance Property, plant, and equipment, net 16,052 10,842 Operating Operating lease right-of-use assets 346,454 350,761 Total right-of-use assets $ 362,506 $ 361,603 Liabilities Current Finance Other accrued liabilities $ 1,820 $ 1,782 Operating Operating lease liabilities 72,833 66,081 Long-term Finance Finance lease liabilities 12,438 6,311 Operating Operating lease liabilities 282,517 292,701 Total lease liabilities $ 369,608 $ 366,875 Weighted-average remaining lease term (in years) Finance 11.02 5.60 Operating 8.67 9.00 Weighted-average discount rate Finance 8.04 % 7.38 % Operating 7.24 % 7.10 % The following table summarizes the lease costs recognized in our consolidated statements of operations (in thousands): Year Ended December 31, Lease cost type 2023 2022 2021 Finance lease cost Amortization of finance lease ROU assets $ 1,906 $ 1,917 $ 1,913 Interest on lease liabilities 636 619 655 Operating lease cost 98,928 89,591 91,882 Variable lease cost 9,246 5,478 6,716 Short-term lease cost 13,500 8,575 1,013 Net lease cost $ 124,216 $ 106,180 $ 102,179 Operating lease income (1) $ (14,908) $ (11,030) $ (3,149) _________________________________________________________ (1) At December 31, 2023 and 2022, Property, plant, and equipment, net associated with leased assets was approximately $9.5 million and $9.2 million, respectively. The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material. The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Year Ended December 31, Lease type 2023 2022 2021 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,693 $ 1,620 $ 1,914 Operating cash flows from finance leases 631 614 658 Operating cash flows from operating leases 98,416 85,681 89,677 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 7,896 594 1,936 ROU assets obtained in exchange for new operating lease liabilities 72,219 64,567 97,011 ROU assets terminated in exchange for release from finance lease liabilities — — — ROU assets terminated in exchange for release from operating lease liabilities 1,439 32,902 6,847 The table below includes the estimated future undiscounted cash flows for finance and operating leases as of December 31, 2023 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2024 $ 3,414 $ 93,583 $ 96,997 2025 2,668 63,897 66,565 2026 2,222 57,383 59,605 2027 2,027 56,067 58,094 2028 1,206 52,023 53,229 Thereafter 9,856 134,526 144,382 Total lease payments 21,393 457,479 478,872 Less amount representing interest (7,135) (102,129) (109,264) Present value of lease liabilities $ 14,258 $ 355,350 $ 369,608 Additionally, we have $22.5 million in future undiscounted cash flows for operating leases and no future undiscounted cash flows for finance leases that have not yet commenced. These leases are expected to commence when the lessor has made the equipment or location available to us to operate or begin construction, respectively. Sale-Leaseback Transaction On February 11, 2021, Par Hawaii, LLC (“PHL”) and Par Hawaii Property Company, LLC (collectively, the “Sellers”), both our wholly owned subsidiaries, entered into a Purchase Agreement and Escrow Instructions with MDC Coast HI 1, LLC, a subsidiary of Realty Income Corporation (the “Buyer”), and Fidelity National Title Insurance Company, pursuant to which the Sellers and Buyer agreed to consummate a sale-leaseback transaction (the “Sale-Leaseback Transactions”). Under the terms of the Purchase Agreement, the Sellers agreed to sell to the Buyer a total of twenty-two (22) retail convenience store/fuel station properties located in Hawaii (the “Sale-Leaseback Properties”) for an aggregate cash purchase price of $112.8 million, net of transaction fees. On February 23, 2021, the Sellers and Buyer closed the Sale-Leaseback Transactions with respect to twenty-one (21) Sale-Leaseback Properties for an aggregate cash purchase price of approximately $107.0 million, net of transaction fees. On March 12, 2021, the Sellers and Buyer closed the sale of one additional property for an aggregate cash purchase price of approximately $5.8 million, net of transaction fees. We recognized a gain of $63.9 million as a result of these transactions, which is included in Loss (gain) on sale of assets, net on our consolidated statements of operations for the year ended December 31, 2021. Upon the closings of the sales of the Sale-Leaseback Properties, PHL entered into a Master Land and Building Lease Agreement (the “Lease Agreement”) with the Buyer, pursuant to which, among other things, PHL leased the Sale-Leaseback Properties from the Buyer, on a commercial triple-net basis, for 15 years unless earlier terminated. The initial lease term may be extended for up to four five-year renewal terms in accordance with the terms of the Lease Agreement. Under the terms of the Lease Agreement, PHL is responsible for monthly rent and all expenses related to the leased facilities, including, but not limited to, insurance premiums, taxes, and other expenses, such as utilities. As a result of the Sale-Leaseback Transactions, we recorded operating ROU assets and lease liabilities of $81.3 million. Certain of the Sale-Leaseback Properties were treated as failed sale-leaseback transactions based on the terms of the lease. As such, we retained the book value of the assets and recognized a finance liability of $12.4 million included in Other accrued liabilities and Other liabilities on our consolidated balance sheet. In connection with PHL’s entry into the Lease Agreement, Par Petroleum, LLC, our wholly owned subsidiary, entered into a guaranty agreement in favor of the Buyer, pursuant to which, among other things, Par Petroleum, LLC guaranteed the payment when due of the monthly rent, and all other additional rent, interest, and charges payable by PHL to the Buyer under the Lease Agreement, and the performance by PHL of all the material terms, conditions, covenants, and agreements of the Lease Agreement. |
Leases | Leases We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities as of December 31, 2023 and 2022 and their placement within our consolidated balance sheets: Lease type Balance Sheet Location December 31, 2023 December 31, 2022 Assets Finance Property, plant, and equipment $ 28,264 $ 21,150 Finance Accumulated amortization (12,212) (10,308) Finance Property, plant, and equipment, net 16,052 10,842 Operating Operating lease right-of-use assets 346,454 350,761 Total right-of-use assets $ 362,506 $ 361,603 Liabilities Current Finance Other accrued liabilities $ 1,820 $ 1,782 Operating Operating lease liabilities 72,833 66,081 Long-term Finance Finance lease liabilities 12,438 6,311 Operating Operating lease liabilities 282,517 292,701 Total lease liabilities $ 369,608 $ 366,875 Weighted-average remaining lease term (in years) Finance 11.02 5.60 Operating 8.67 9.00 Weighted-average discount rate Finance 8.04 % 7.38 % Operating 7.24 % 7.10 % The following table summarizes the lease costs recognized in our consolidated statements of operations (in thousands): Year Ended December 31, Lease cost type 2023 2022 2021 Finance lease cost Amortization of finance lease ROU assets $ 1,906 $ 1,917 $ 1,913 Interest on lease liabilities 636 619 655 Operating lease cost 98,928 89,591 91,882 Variable lease cost 9,246 5,478 6,716 Short-term lease cost 13,500 8,575 1,013 Net lease cost $ 124,216 $ 106,180 $ 102,179 Operating lease income (1) $ (14,908) $ (11,030) $ (3,149) _________________________________________________________ (1) At December 31, 2023 and 2022, Property, plant, and equipment, net associated with leased assets was approximately $9.5 million and $9.2 million, respectively. The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material. The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Year Ended December 31, Lease type 2023 2022 2021 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,693 $ 1,620 $ 1,914 Operating cash flows from finance leases 631 614 658 Operating cash flows from operating leases 98,416 85,681 89,677 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 7,896 594 1,936 ROU assets obtained in exchange for new operating lease liabilities 72,219 64,567 97,011 ROU assets terminated in exchange for release from finance lease liabilities — — — ROU assets terminated in exchange for release from operating lease liabilities 1,439 32,902 6,847 The table below includes the estimated future undiscounted cash flows for finance and operating leases as of December 31, 2023 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2024 $ 3,414 $ 93,583 $ 96,997 2025 2,668 63,897 66,565 2026 2,222 57,383 59,605 2027 2,027 56,067 58,094 2028 1,206 52,023 53,229 Thereafter 9,856 134,526 144,382 Total lease payments 21,393 457,479 478,872 Less amount representing interest (7,135) (102,129) (109,264) Present value of lease liabilities $ 14,258 $ 355,350 $ 369,608 Additionally, we have $22.5 million in future undiscounted cash flows for operating leases and no future undiscounted cash flows for finance leases that have not yet commenced. These leases are expected to commence when the lessor has made the equipment or location available to us to operate or begin construction, respectively. Sale-Leaseback Transaction On February 11, 2021, Par Hawaii, LLC (“PHL”) and Par Hawaii Property Company, LLC (collectively, the “Sellers”), both our wholly owned subsidiaries, entered into a Purchase Agreement and Escrow Instructions with MDC Coast HI 1, LLC, a subsidiary of Realty Income Corporation (the “Buyer”), and Fidelity National Title Insurance Company, pursuant to which the Sellers and Buyer agreed to consummate a sale-leaseback transaction (the “Sale-Leaseback Transactions”). Under the terms of the Purchase Agreement, the Sellers agreed to sell to the Buyer a total of twenty-two (22) retail convenience store/fuel station properties located in Hawaii (the “Sale-Leaseback Properties”) for an aggregate cash purchase price of $112.8 million, net of transaction fees. On February 23, 2021, the Sellers and Buyer closed the Sale-Leaseback Transactions with respect to twenty-one (21) Sale-Leaseback Properties for an aggregate cash purchase price of approximately $107.0 million, net of transaction fees. On March 12, 2021, the Sellers and Buyer closed the sale of one additional property for an aggregate cash purchase price of approximately $5.8 million, net of transaction fees. We recognized a gain of $63.9 million as a result of these transactions, which is included in Loss (gain) on sale of assets, net on our consolidated statements of operations for the year ended December 31, 2021. Upon the closings of the sales of the Sale-Leaseback Properties, PHL entered into a Master Land and Building Lease Agreement (the “Lease Agreement”) with the Buyer, pursuant to which, among other things, PHL leased the Sale-Leaseback Properties from the Buyer, on a commercial triple-net basis, for 15 years unless earlier terminated. The initial lease term may be extended for up to four five-year renewal terms in accordance with the terms of the Lease Agreement. Under the terms of the Lease Agreement, PHL is responsible for monthly rent and all expenses related to the leased facilities, including, but not limited to, insurance premiums, taxes, and other expenses, such as utilities. As a result of the Sale-Leaseback Transactions, we recorded operating ROU assets and lease liabilities of $81.3 million. Certain of the Sale-Leaseback Properties were treated as failed sale-leaseback transactions based on the terms of the lease. As such, we retained the book value of the assets and recognized a finance liability of $12.4 million included in Other accrued liabilities and Other liabilities on our consolidated balance sheet. In connection with PHL’s entry into the Lease Agreement, Par Petroleum, LLC, our wholly owned subsidiary, entered into a guaranty agreement in favor of the Buyer, pursuant to which, among other things, Par Petroleum, LLC guaranteed the payment when due of the monthly rent, and all other additional rent, interest, and charges payable by PHL to the Buyer under the Lease Agreement, and the performance by PHL of all the material terms, conditions, covenants, and agreements of the Lease Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows. Tax and Related Matters We are also party to various other legal proceedings, claims, and regulatory, tax or government audits, inquiries and investigations that arise in the ordinary course of business. From time to time, Par Hawaii Refining, LLC has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulu’s property tax assessment for tax year 2023. During the first quarter of 2022, we received a tax assessment in the amount of $1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil between 2014 and 2016. We believe the Department of Revenue’s interpretation is in conflict with its prior guidance and we appealed in November 2022. By opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in Hawaii foreign trade zone from certain state taxes. We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such prior tax periods. Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit court of the state of Hawaii alleging that Par Hawaii Refining, LLC, Par Pacific Holdings, Inc. and certain unnamed defendants made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties, interest and injunctive relief. We dispute the allegations in the complaint and intend to vigorously defend ourselves in such proceeding. We believe the likelihood of an unfavorable outcome in these matters to be neither probable nor reasonably estimable. Environmental Matters Like other petroleum refiners, our operations are subject to extensive and periodically-changing federal, state, and local environmental laws and regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time. Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows. Hawaii Consent Decree On July 18, 2016, PHR and subsidiaries of Tesoro Corporation (“Tesoro”) entered into a consent decree with the EPA, the U.S. Department of Justice and other state governmental authorities concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates (“Consent Decree”), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013. On September 29, 2023, we received a letter from EPA related to the alleged violation of certain air emissions limits, controls, monitoring, and repair requirements under the Consent Decree. We are unable to predict the cost to resolve these alleged violations, but resolution will likely involve financial penalties or impose capital expenditure requirements that could be material. Wyoming Refinery Our Wyoming refinery is subject to a number of consent decrees, orders, and settlement agreements involving the EPA and/or the Wyoming Department of Environmental Quality, some of which date back to the late 1970s and several of which remain in effect, requiring further actions at the Wyoming refinery. The largest cost component arising from these various decrees relates to the investigation, monitoring, and remediation of soil, groundwater, surface water and sediment contamination associated with the facility’s historic operations. Investigative work by Hermes Consolidated LLC, and its wholly owned subsidiary, Wyoming Pipeline Company (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. As of December 31, 2023, we have accrued $14.0 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years. Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and replace those impoundments with a new wastewater treatment system. Based on current information, reasonable estimates we have received suggest costs of approximately $11.6 million to design and construct a new wastewater treatment system. Finally, among the various historic consent decrees, orders, and settlement agreements into which Wyoming Refining has entered, there are several penalty orders associated with exceedances of permitted limits by the Wyoming refinery’s wastewater discharges. Although the frequency of these exceedances has declined over time, Wyoming Refining may become subject to new penalty enforcement action in the next several years, which could involve penalties in excess of $300,000. Washington Climate Commitment Act and Clean Fuel Standard In 2021, the Washington legislature passed the Climate Commitment Act (“Washington CCA”), which established a cap and invest program designed to significantly reduce greenhouse gas emissions. Rules implementing the Washington CCA by the Washington Department of Ecology set a cap on greenhouse gas emissions, provide mechanisms for the sale and tracking of tradable emissions allowances, and establish additional compliance and accountability measures. The Washington CCA became effective in January 2023 and the first auction for emissions allowances took place in February 2023. Additionally, a low carbon fuel standard (the “Clean Fuel Standard”) that limits carbon in transportation fuels and enables certain producers to buy or sell credits was also signed into law and became effective in 2023. We will be required to purchase compliance credits or allowances if we are unable to reduce emissions at our Tacoma refinery or reduce the amount of carbon in the transportation fuels we sell in Washington, which could have a material impact on our financial condition, results of operations, or cash flows. During the third quarter of 2023, we received and responded to a civil investigative demand for information related to our compliance with the Washington CCA. Regulation of Greenhouse Gases Under the Energy Independence and Security Act (the “EISA”), the Renewable Fuel Standard (the “RFS”) requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply. Over time, higher annual RFS requirements have the potential to reduce demand for our refined transportation fuel products. In the near term, the RFS will be satisfied primarily with fuel ethanol blended into gasoline or by purchasing renewable credits, referred to as RINs, to maintain compliance. During the year ended December 31, 2023, we settled all of our 2020, 2021, and 2022 RVO liabilities, which resulted in a gain of $102.1 million associated with the difference between the carrying value of the RINs retired and the market value of the RVO settled. This gain is included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. The RFS may present production and logistics challenges for both the renewable fuels and petroleum refining and marketing industries in that we may have to enter into arrangements with other parties or purchase D3 waivers from the EPA to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels. There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA, RFS, and other fuel-related regulations. We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels. Environmental Agreement On September 25, 2013, Par Petroleum, LLC (formerly Hawaii Pacific Energy, a wholly owned subsidiary of Par created for purposes of the acquisition of PHR), Tesoro Corporation (“Tesoro”), and PHR entered into an Environmental Agreement (“Environmental Agreement”) that allocated responsibility for known and contingent environmental liabilities related to the acquisition of PHR, including a consent decree. Indemnification In addition to its obligation to reimburse us for capital expenditures incurred pursuant to a consent decree, Tesoro agreed to indemnify us for claims and losses arising out of related breaches of Tesoro’s representations, warranties, and covenants in the Environmental Agreement, certain defined “corrective actions” relating to pre-existing environmental conditions, third-party claims arising under environmental laws for personal injury or property damage arising out of or relating to releases of hazardous materials that occurred prior to the date of the closing of the PHR acquisition, any fine, penalty, or other cost assessed by a governmental authority in connection with violations of environmental laws by PHR prior to the date of the closing of the PHR acquisition, certain groundwater remediation work, fines, or penalties imposed on PHR by a consent decree related to acts or omissions of Tesoro prior to the date of the closing of the PHR acquisition, and claims and losses related to the Pearl City Superfund Site. Tesoro’s indemnification obligations are subject to certain limitations as set forth in the Environmental Agreement. These limitations include a deductible of $1 million and a cap of $15 million for certain of Tesoro’s indemnification obligations related to certain pre-existing conditions, as well as certain restrictions regarding the time limits for submitting notice and supporting documentation for remediation actions. Major Customers We sell a variety of refined products to a diverse customer base. For each of the years ended December 31, 2023, 2022, and 2021, we had one customer in our refining segment that accounted for 13%, 17%, and, 13%, respectively, of our consolidated revenue. No other customer accounted for more than 10% of our consolidated revenues during the years ended December 31, 2023, 2022, and 2021. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Our certificate of incorporation contains restrictions on the transfer of certain of our securities in order to preserve the net operating loss carryovers, capital loss carryovers, general business credit carryovers, and foreign tax credit carryovers, as well as any “net unrealized built-in loss” within the meaning of Section 382 of the Internal Revenue Service Code, of us or any direct or indirect subsidiary thereof. These restrictions include provisions regarding approval by our Board of Directors of transfers of common stock by holders of five percent or more of the outstanding common stock. Our debt agreements restrict the payment of dividends. Issuance of Common Stock On March 16, 2021, we entered into an underwriting agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, in connection with an underwritten public offering (the “Equity Offering”) of 5.75 million shares of common stock, par value $0.01 per share, at a public offering price of $16.00 per share. We completed the issuance of these shares on March 19, 2021. The net proceeds from the Equity Offering were approximately $87.2 million, after deducting underwriting discounts and commissions and offering expenses. We used the net proceeds from the Equity Offering to repay the remaining $48.7 million in aggregate 5.00% Convertible Senior Notes due at maturity in June 2021 and $36.8 million in aggregate principal amount of 12.875% Senior Secured Notes, and the remainder for general corporate purposes, including capital expenditures and funding working capital. Share Repurchase Program On November 10, 2021, the Board authorized and approved a share repurchase program for up to $50 million of the currently outstanding shares of the Company’s common stock with no specified end date. On August 2, 2023, the Board approved expanding the Company’s share repurchase authorization from $50 million to $250 million. Under the share repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal and state laws. The share repurchase program does not have a specified end date and may be limited or terminated at any time without prior notice. During the years ended December 31, 2023 and 2022, 1,841 thousand and 420 thousand shares were repurchased under this share repurchase program for a total of $62.1 million and $5.8 million, respectively. The repurchased shares were retired by the Company upon receipt. As of December 31, 2023, there was $181.8 million of authorization remaining under this share repurchase program. Incentive Plans Our incentive compensation plans are described below. Long Term Incentive Plan Under the Par Petroleum Corporation 2012 Long Term Incentive Plan (“Incentive Plan” or “LTIP”), as amended and restated, the Board, or a committee of the Board, may grant incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, and performance restricted stock units to directors and other employees or those of our subsidiaries. The maximum number of shares that may be granted under the LTIP is 9.0 million shares of common stock. At December 31, 2023, 3.0 million shares were available for future grants and awards under the LTIP. Restricted stock and restricted stock units awarded under the Incentive Plan are subject to restrictions, terms, and conditions, including forfeitures, as may be determined by the Board. During the period in which such restrictions apply, unless specifically provided otherwise in accordance with the terms of the Incentive Plan, the recipient of the restricted stock would be the record owner of the shares and have all of the rights of a stockholder with respect to the shares, including the right to vote and the right to receive dividends or other distributions made or paid with respect to the shares. The recipient of restricted stock units shall not have any of the rights of a stockholder of the Company until such units vest and convert into shares of common stock. The fair value of the restricted stock and stock units is generally determined based upon the quoted market price of our common stock on the date of grant. Restricted stock awards generally vest ratably over a four-year period. Restricted stock units do not vest ratably, rather they generally vest in full at the end of three years, while some restricted stock units vest over the same period of time with a one-year cliff. Stock options are issued with an exercise price equal to the fair market value of our common stock on the date of grant and are subject to such other terms and conditions as may be determined by the Board. The options generally expire eight years from the grant date, unless granted by the Board for a shorter term. Option grants generally vest ratably over a four-year period. Stock Purchase Plan The Stock Purchase Plan (as amended, the “SPP”) is limited to the Company’s qualifying executive officers and directors who qualify as accredited investors under Rule 501(a) of the Securities Act of 1933, as amended. The SPP provides that each participant may, subject to compliance with securities laws and other regulations and only during “window periods” as described in our insider trading policy as in effect from time to time, until the later to occur of (a) December 31, 2015 or (b) the eighteen month anniversary of the date that the participant commenced his or her employment or service with us, purchase, in a single transaction, up to $1 million of shares of our common stock (“the SPP Shares”) at a per share purchase price equal to the closing price of the common stock on the date of purchase. The sale or transfer of the SPP Shares by such participant would be limited for the earlier of (i) two years from the date of purchase or (ii) the termination of the participant’s service with us or any affiliates for any reason. Additionally, the SPP provides that each purchasing participant will be granted a number of shares of restricted common stock under the Incentive Plan equal to 20% of the SPP Shares purchased with 50% of the restricted common stock vesting on each of the two two The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Incentive Plan and Stock Purchase Plan (in thousands): Years Ended December 31, 2023 2022 2021 Restricted Stock Awards $ 7,774 $ 5,172 $ 4,657 Restricted Stock Units 1,931 1,451 1,356 Stock Option Awards 1,637 2,540 1,939 Employee Stock Purchase Plan Under the Par Pacific Holdings, Inc. 2018 Employee Stock Purchase Plan (“ESPP”), eligible employees may elect to purchase the Company’s common stock at 85% of the market price on the purchase date. Eligible employees may invest from 0% to 10% of their annual income subject to a $15 thousand annual maximum. The Board, or a committee of the Board, is authorized to set the market price discount percentages, any holding periods, and other purchasing terms and timing. The Company’s shareholders ratified the ESPP on May 8, 2018. The maximum number of shares that may be issued under the ESPP is 800 thousand shares of common stock. At December 31, 2023, 374 thousand shares remained available under the ESPP. During each of the years ended December 31, 2023, 2022, and 2021, we recognized $0.3 million of compensation costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) related to the 15% discount offered to employees under the ESPP. During the years ended December 31, 2023, 2022, and 2021, employees purchased 61 thousand, 67 thousand, and 85 thousand shares under the ESPP, respectively. Management Stock Purchase Plan On February 26, 2019, our Board approved the Par Pacific Holdings, Inc. 2019 Management Stock Purchase Plan (the “MSPP”). The MSPP provides executive management with an opportunity to receive restricted stock units (“RSUs”) by converting a portion of their cash bonus compensation into RSUs (“Deferred RSUs”) and receiving awards of matching RSUs, the amount of which are determined by the amount of compensation converted (“Matching RSUs”). A Deferred RSU and a Matching RSU each represents a right to receive one share of the Company’s common stock in the future, subject to the terms and conditions of the MSPP, including, but not limited to, vesting requirements. Shares of common stock issued pursuant to awards of Deferred RSUs and Matching RSUs will be issued from the shares reserved for issuance under the LTIP. As of December 31, 2023, no Deferred RSUs or Matching RSUs had been issued under the MSPP. Restricted Stock Awards and Restricted Stock Units The following tables summarize our restricted stock activity (in thousands, except per share amounts): Shares Weighted- Unvested balance at December 31, 2022 794 $ 16.24 Granted 428 26.30 Vested (375) 17.81 Forfeited (21) 19.20 Unvested balance at December 31, 2023 826 $ 20.90 Years Ended December 31, 2023 2022 2021 Weighted-average grant-date fair value per share of restricted stock awards and restricted stock units granted (in dollars) $ 26.30 $ 15.27 $ 16.38 Fair value of restricted stock awards and restricted stock units vested $ 6,677 $ 5,718 $ 4,370 As of December 31, 2023 and 2022, there were approximately $11.4 million and $8.8 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.46 years and 1.69 years, respectively. Performance Restricted Stock Units The following tables summarize our performance restricted stock activity (in thousands, except per unit amounts): Units Weighted- Unvested balance at December 31, 2022 113 $ 16.78 Granted 90 27.47 Vested (36) 19.17 Forfeited — — Unvested balance at December 31, 2023 167 $ 22.03 Years Ended December 31, 2023 2022 2021 Weighted-average grant-date fair value per share of performance restricted stock units granted (in dollars) $ 27.47 $ 14.91 $ 16.52 Fair value of performance restricted stock units vested $ 686 $ 1,343 $ 940 Performance restricted stock units a re subject to certain annual performance targets based on three-year performance periods as defined by our Board. As of December 31, 2023 and 2022, there were approximately $2.0 million and $0.7 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.99 years and 1.69 years, respectively. Stock Option Grants The fair value of each option is estimated on the grant date using the Black-Scholes option pricing model. The expected term represents the period of time that options are expected to be outstanding and is based upon the term of the option. The expected volatility represents the extent to which our stock price is expected to fluctuate between the grant date and the expected term of the award. We do not use an expected dividend yield in our fair value measurement as we are restricted from the payment of dividends. The risk-free rate is the implied yield available on U.S. Treasury securities with a remaining term equal to the expected term of the option at the date of grant. The weighted-average assumptions used to measure stock options granted during 2022 and 2021 are presented below. There were no stock options granted in 2023. 2022 2021 Expected life from date of grant (in years) 5.3 5.3 Expected volatility 55.4% 53.2% Risk-free interest rate 1.83% 0.64% The following table summarizes our stock option activity (in thousands, except per share amounts and term years): Number of Options Weighted-Average Weighted-Average Aggregate Outstanding balance at December 31, 2022 2,020 $ 17.92 4.3 $ 10,779 Issued — — Exercised (705) 19.68 Forfeited / canceled / expired — — Outstanding balance at December 31, 2023 1,315 $ 16.97 4.1 $ 25,509 Exercisable, end of year 873 $ 17.60 3.2 $ 16,390 The estimated weighted-average grant-date fair value per share of options granted during the year ended December 31, 2022 and 2021, was $7.44, and $7.72, respectively. No options were granted during the year ended December 31, 2023. As of December 31, 2023 and 2022, there were approximately $2.1 million and $3.7 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.40 years and 1.79 years, respectively. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans Defined Contribution Plans We maintain defined contribution plans for our employees. All eligible employees may participate in our Par plan after thirty days of service. For all employees participating in the Par plan, excluding participating U.S. Oil union employees, we match employee contributions up to a maximum of 6% of the employee’s eligible compensation, with the employer contributions vesting at 100%. Beginning in January 2021 and as part of cost reductions in response to the impact of the COVID-19 pandemic on our businesses, we temporarily suspended matching employee contributions for salaried employees with 2020 annual earnings in excess of the IRS highly compensated limit of $130,000. In January 2022, we resumed matching of all previously-suspended employee contributions. For the years ended December 31, 2023, 2022, and 2021, we made contributions to the plans totaling approximately $7.5 million, $5.2 million, and $3.1 million, respectively. Defined Benefit Plans We maintain defined benefit pension plans (the “Benefit Plans”) covering eligible Wyoming Refining employees and the employees of U.S. Oil covered by a collective bargaining agreement. Benefits under our Wyoming Refining plan are based on years of service and the employee’s highest average compensation received during five consecutive years of the last ten years of employment. Benefits under our U.S. Oil plan are based on the employee’s hourly rate of compensation at the beginning of each year of employment. Our funding policy is to contribute annually an amount equal to the pension expense, subject to the minimum funding requirements of the Employee Retirement Income Security Act of 1974 and the tax deductibility of such contributions. In December 2016, the Wyoming Refining plan was amended to freeze all future benefit accruals for salaried employees. In March 2021, the Wyoming Refining plan was amended (the “Plan Amendment”) to freeze all future benefit accruals for hourly plan participants. The Plan Amendment reduced the projected benefit obligation by $6.0 million. We recorded a $2.0 million Gain on curtailment of pension obligation in our consolidated statements of operations for the year ended December 31, 2021, and an unrealized actuarial gain of $4.0 million as Other post-retirement benefits income (loss), net of tax, in our consolidated statements of other comprehensive income for the year ended December 31, 2021. Similar to the evaluation done for the estimate as of December 31, 2020, the projected benefit obligation estimate was determined based on the present value of projected future benefit payments. In determining the discount rate, we used pricing and yield information for high-quality corporate bonds that result in payments similar to the estimated distributions of benefits from our plans. The weighted average discount rate used to determine benefit obligations increased from 2.65% to 3.25%, or 23%, from December 31, 2020 to March 31, 2021. The estimated rate of compensation increase remained 3% at the time of curtailment. The changes in the projected benefit obligation and the fair value of plan assets of our Benefit Plans for the years ended December 31, 2023 and 2022 were as follows (in thousands): 2023 2022 Changes in projected benefit obligation: Projected benefit obligation as of the beginning of the period $ 41,367 $ 56,411 Service cost 494 821 Interest cost 2,044 1,538 Plan amendment — — Actuarial loss (gain) (1) 1,362 (15,178) Benefits paid (1,980) (2,225) Curtailment — — Projected benefit obligation as of the end of the period $ 43,287 $ 41,367 Changes in fair value of plan assets: Fair value of plan assets as of the beginning of the period $ 40,639 $ 49,821 Actual return (loss) on plan assets 3,800 (6,957) Employer contributions — — Benefits paid (1,980) (2,225) Fair value of plan assets as of the end of the period $ 42,459 $ 40,639 ____________________________________________________ (1) For the year ended December 31, 2023, the change in the actuarial loss was due to a decrease in the discount rate. For the year ended December 31, 2022, the change in the actuarial gain was due to an increase in the discount rate. The underfunded status of our Benefit Plans is recorded within Other liabilities on our consolidated balance sheets and the funded status of our Benefit Plans is recorded within Other long-term assets on our consolidated balance sheets. The reconciliation of the funding status of our Benefit Plans of December 31, 2023 and 2022 was as follows: 2023 2022 WY Refining U.S. Oil WY Refining U.S. Oil Projected benefit obligation $ 25,582 $ 17,705 $ 24,730 $ 16,637 Fair value of plan assets 22,219 20,240 21,940 18,699 Underfunded/(overfunded) status $ 3,363 $ (2,535) $ 2,790 $ (2,062) Amounts recognized in consolidated balance sheet: Non-current assets $ — $ 2,535 $ — $ 2,062 Non-current liabilities (3,363) — (2,790) — Net amount recorded $ (3,363) $ 2,535 $ (2,790) $ 2,062 Gross amounts recognized in accumulated other comprehensive income (loss): (1) Net actuarial gain (loss) $ 4,546 $ 376 $ 5,243 $ (318) Total accumulated other comprehensive income (loss) $ 4,546 $ 376 $ 5,243 $ (318) ____________________________________________________ (1) For the years ended December 31, 2023 and 2022, we recognized an immaterial amount of service costs (credits) in accumulated other comprehensive income. Weighted-average assumptions used to measure our projected benefit obligation as of December 31, 2023, 2022, and 2021 and net periodic benefit costs for the years ended December 31, 2023, 2022 and 2021 are as follows: 2023 2022 2021 Projected benefit obligation: Wyoming Refining plan Discount rate (1) 4.95 % 5.15 % 2.85 % Rate of compensation increase — % — % — % U.S. Oil plan Discount rate (1) 4.80 % 5.00 % 2.70 % Rate of compensation increase 3.00 % 3.00 % 3.00 % Net periodic benefit costs: Wyoming Refining plan Discount rate (1) 5.15 % 2.85 % 3.25 % Expected long-term rate of return (2) 6.20 % 5.75 % 5.75 % Rate of compensation increase — % — % 3.00 % U.S. Oil plan Discount rate (1) 5.00 % 2.70 % 2.35 % Expected long-term rate of return (2) 6.00 % 6.00 % 6.00 % Rate of compensation increase 3.00 % 3.00 % 3.00 % _________________________________________________________ (1) In determining the discount rate, we use pricing and yield information for high-quality corporate bonds that result in payments similar to the estimated distributions of benefits from our plans. (2) The expected long-term rate of return is based on the target asset allocation of each plan and capital market assumptions developed using forward-looking models and historical market data and trends. The net periodic benefit cost (credit) for the years ended December 31, 2023, 2022, and 2021 includes the following components: 2023 2022 2021 Components of net periodic benefit cost (credit): Service cost $ 494 $ 821 $ 1,140 Interest cost 2,044 1,538 1,538 Expected return on plan assets (2,151) (2,596) (2,375) Amortization of net loss (244) 3 245 Amortization of prior service cost (45) — — Effect of curtailment — — (2,032) Net periodic benefit cost (credit) $ 98 $ (234) $ (1,484) The Service cost component of net periodic benefit cost is included in Operating expense (excluding depreciation) on our consolidated statement of operations for the years ended December 31, 2023, 2022, and 2021. The other components of net periodic benefit cost are included in Other income (expense), net on our consolidated statement of operations for the years ended December 31, 2023, 2022, and 2021. The weighted-average asset allocation for our Wyoming Refining plan at December 31, 2023 is as follows: Target Actual Asset category: Equity securities 32 % 23 % Debt securities 60 % 62 % Real estate 8 % 15 % Total 100 % 100 % The weighted-average asset allocation for our U.S. Oil plan at December 31, 2023 is as follows: Target Actual Asset category: Equity securities 56 % 54 % Debt securities 43 % 46 % Cash and Cash Equivalents 1 % — % Total 100 % 100 % We have a long-term, risk-controlled investment approach using diversified investment options with minimal exposure to volatile investment options like derivatives. Our Benefit Plans’ assets are invested in pooled separate accounts administered by the Benefit Plans’ custodians. The underlying assets in the pooled separate accounts are invested in equity securities, debt securities, real estate, or cash and cash equivalents. The pooled separate accounts are valued based upon the fair market value of the underlying investments and are deemed to be Level 2. We intend to make contributions in the amount of approximately $0.5 million to the Wyoming Refining plan and do not intend to make any contributions to the U.S. Oil plan during 2024. Based on current data and assumptions, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years: Year Ended 2024 $ 2,393 2025 2,436 2026 2,664 2027 2,669 2028 2,737 Thereafter 13,698 $ 26,597 |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 Net income (loss) $ 728,642 $ 364,189 $ (81,297) Plus: Net income effect of convertible securities — — — Numerator for diluted income (loss) per common share $ 728,642 $ 364,189 $ (81,297) Basic weighted-average common stock shares outstanding 60,035 59,544 58,268 Plus: dilutive effects of common stock equivalents (1) 979 339 — Diluted weighted-average common stock shares outstanding 61,014 59,883 58,268 Basic income (loss) per common share $ 12.14 $ 6.12 $ (1.40) Diluted income (loss) per common share $ 11.94 $ 6.08 $ (1.40) Diluted income (loss) per common share excludes the following equity instruments because their effect would be anti-dilutive: Shares of unvested restricted stock 27 234 925 Shares of stock options 129 1,868 2,386 Common stock equivalents using the if-converted method of settling the 5.00% Convertible Senior Notes (2) — — 1,230 ________________________________________________________ (1) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per common share for the year ended December 31, 2021. (2) We had no 5.00% Convertible Senior Notes outstanding for the years ended December 31, 2023 and 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the year ended December 31, 2023, we recorded an income tax benefit of $115.3 million primarily driven by a non-cash deferred tax benefit of $277.7 million related to the release of a majority of the valuation allowance against our federal net deferred tax assets, partially offset by deferred tax expense from net operating loss utilization and state tax expense. For the year ended December 31, 2022, we recorded an income tax expense of $0.7 million primarily driven by an increase in state taxable income. For the year ended December 31, 2021, we recorded an income tax expense of $1.0 million primarily driven by foreign withholding taxes. In connection with our emergence from bankruptcy on August 31, 2012, we experienced an ownership change as defined under Section 382 of the Code. Section 382 generally places a limit on the amount of NOL carryforwards and other tax attributes arising before an ownership change that may be used to offset taxable income after an ownership change. We believe that we have qualified for an exception to the general limitation rules under Code Section 382(l)(5) which provides for substantially less restrictive limitations on our NOL carryforwards. Our amended and restated certificate of incorporation places restrictions upon the ability of certain equity interest holders to transfer their ownership interest in us. These restrictions are designed to provide us with the maximum assurance that another ownership change does not occur that could adversely impact our NOL carryforwards. Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The states from which our refining, logistics, and retail revenues are derived are not the same states in which our NOLs were incurred; therefore, we expect to incur state tax liabilities in connection with our refining, logistics, and retail operations. In the fourth quarter of 2023, we analyzed projections for our future taxable income and the absence of objective negative evidence, such as a cumulative loss in recent years. As a result of this analysis we determined that we have sufficient positive evidence to release a majority of the valuation allowance against our federal net deferred tax assets and recognized a non-cash deferred tax benefit o f $277.7 million f or the year ended December 31, 2023. We retain a partial valuation allowance on a foreign tax credit and certain state deferred tax assets primarily as a result of apportionment factors from minimal activity in certain states impacting assessed likelihood of future realizability. We will continue to reassess whether the balance of the valuation allowance is appropriate on a quarterly basis and, given the totality of the facts and circumstances, both positive and negative, will adjust the remaining valuation allowance in future periods if the evidence supports doing so. Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current: U.S.—Federal $ — $ — $ — U.S.—State 10,883 362 26 Foreign — 73 1,255 Deferred: U.S.—Federal (133,979) 236 (223) U.S.—State 7,760 39 (37) Total $ (115,336) $ 710 $ 1,021 Income tax expense was different from the amounts computed by applying U.S. Federal income tax rate to pretax income as a result of the following: Year Ended December 31, 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.9 % 0.1 % — % Foreign taxes — % — % (1.6) % Change in valuation allowance related to current activity (45.3) % (21.3) % (20.1) % Permanent items 0.4 % 0.4 % (0.6) % Other 2.2 % — % — % Actual income tax rate (18.8) % 0.2 % (1.3) % Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss $ 244,243 $ 308,457 Intangible assets — 830 Environmental credit obligations 11,280 71,424 ROU Liabilities 87,686 89,879 Other 13,313 5,332 Total deferred tax assets 356,522 475,922 Valuation allowance (52,755) (330,456) Net deferred tax assets 303,767 145,466 Deferred tax liabilities: Inventory 2,681 5,891 Property and equipment 90,882 54,124 Intangible assets 511 — ROU Assets 89,087 91,112 Total deferred tax liabilities 183,161 151,127 Total deferred tax assets (liabilities), net (1) $ 120,606 $ (5,661) ______________________________________________________ (1) As of December 31, 2023, deferred tax assets (liabilities), net, is included in Other long-term assets on our consolidated balance sheets. As of December 31, 2022, deferred tax assets (liabilities), net, is included in Other liabilities on our consolidated balance sheets. We have NOL carryforwards as of December 31, 2023 of $0.9 billion for federal income tax purposes. If not utilized, approximately $0.7 billion of our NOL carryforwards will expire during 2030 through 2037. Approxim ately $0.2 billion of our NOL carryforwards do not expire. We do not have any unrecognized tax benefits as of December 31, 2023. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We report the results for the following four reportable segments: (i) Refining, (ii) Logistics, (iii) Retail, and (iv) Corporate and Other. Summarized financial information concerning reportable segments consists of the following (in thousands): For the year ended December 31, 2023 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 7,969,480 $ 260,779 $ 592,480 $ (590,784) $ 8,231,955 Cost of revenues (excluding depreciation) 6,845,834 145,944 437,198 (590,867) 6,838,109 Operating expense (excluding depreciation) 373,612 24,450 87,525 — 485,587 Depreciation and amortization 81,017 25,122 11,462 2,229 119,830 Impairment expense — — — — — General and administrative expense (excluding depreciation) — — — 91,447 91,447 Equity earnings from refining and logistics investments (7,363) (4,481) — — (11,844) Acquisition and integration costs — — — 17,482 17,482 Par West redevelopment and other costs — — — 11,397 11,397 Loss (gain) on sale of assets, net 219 — (308) 30 (59) Operating income (loss) $ 676,161 $ 69,744 $ 56,603 $ (122,502) $ 680,006 Interest expense and financing costs, net (72,450) Debt extinguishment and commitment costs (19,182) Other expense, net (53) Equity earnings from Laramie Energy, LLC 24,985 Income before income taxes 613,306 Income tax benefit 115,336 Net income $ 728,642 Total assets $ 2,904,563 $ 530,214 $ 256,711 $ 172,462 $ 3,863,950 Goodwill 39,821 55,232 34,222 — 129,275 Capital expenditures 42,711 18,916 18,801 1,849 82,277 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $590.8 million for the year ended December 31, 2023. For the year ended December 31, 2022 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 7,046,060 $ 198,821 $ 570,206 $ (493,302) $ 7,321,785 Cost of revenues (excluding depreciation) 6,332,694 109,458 428,712 (494,850) 6,376,014 Operating expense (excluding depreciation) 236,989 14,988 81,229 — 333,206 Depreciation and amortization 65,472 20,579 10,971 2,747 99,769 Impairment expense — — — — — General and administrative expense (excluding depreciation) — — — 62,396 62,396 Acquisition and integration costs — — — 3,663 3,663 Par West redevelopment and other costs 9,003 — — — 9,003 Loss (gain) on sale of assets, net 1 (253) 56 27 (169) Operating income (loss) $ 401,901 $ 54,049 $ 49,238 $ (67,285) $ 437,903 Interest expense and financing costs, net (68,288) Debt extinguishment and commitment costs (5,329) Gain on curtailment of pension obligation — Other income, net 613 Income before income taxes 364,899 Income tax expense (710) Net income $ 364,189 Total assets $ 2,580,298 $ 412,336 $ 244,233 $ 43,780 $ 3,280,647 Goodwill 39,821 55,232 34,272 — 129,325 Capital expenditures 31,967 12,094 7,652 1,312 53,025 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $493.3 million for the year ended December 31, 2022. For the year ended December 31, 2021 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 4,471,111 $ 184,734 $ 456,416 $ (402,172) $ 4,710,089 Cost of revenues (excluding depreciation) 4,306,371 96,828 337,476 (402,201) 4,338,474 Operating expense (excluding depreciation) 203,511 14,722 71,845 — 290,078 Depreciation and amortization 58,258 22,044 10,880 3,059 94,241 Impairment expense 1,838 — — — 1,838 General and administrative expense (excluding depreciation) — — — 48,096 48,096 Acquisition and integration costs — — — 87 87 Par West redevelopment and other costs 9,591 — — — 9,591 Loss (gain) on sale of assets, net (19,659) (19) (45,034) 15 (64,697) Operating income (loss) $ (88,799) $ 51,159 $ 81,249 $ (51,228) $ (7,619) Interest expense and financing costs, net (66,493) Debt extinguishment and commitment costs (8,144) Gain on curtailment of pension obligation 2,032 Other expense, net (52) Loss before income taxes (80,276) Income tax expense (1,021) Net loss $ (81,297) Total assets $ 1,928,987 $ 398,182 $ 228,245 $ 14,837 $ 2,570,251 Goodwill 39,821 55,232 32,209 — 127,262 Capital expenditures 15,689 6,801 5,917 1,126 29,533 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $402.2 million for the year ended December 31, 2021. |
Condensed Financial Information
Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Financial Information of Registrant | SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) BALANCE SHEETS (in thousands, except share data) December 31, 2023 December 31, 2022 ASSETS Current assets Cash and cash equivalents $ 10,369 $ 2,547 Restricted cash 339 331 Total cash, cash equivalents, and restricted cash 10,708 2,878 Prepaid and other current assets 4,767 2,229 Due from subsidiaries 380,159 229,431 Total current assets 395,634 234,538 Property, plant, and equipment Property, plant, and equipment 21,350 19,865 Less accumulated depreciation and amortization (16,487) (14,967) Property, plant, and equipment, net 4,863 4,898 Long-term assets Operating lease right-of-use (“ROU”) assets 7,005 2,649 Investment in subsidiaries 1,070,518 487,943 Other long-term assets 726 723 Total assets $ 1,478,746 $ 730,751 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 4,991 $ 4,176 Accrued taxes — 47 Operating lease liabilities — 787 Other accrued liabilities 947 511 Due to subsidiaries 128,922 77,420 Total current liabilities 134,860 82,941 Long-term liabilities Operating lease liabilities 8,462 3,273 Total liabilities 143,322 86,214 Stockholders’ equity Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued — — Common stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2023 and December 31, 2022, 59,755,844 shares and 60,470,837 shares issued at December 31, 2023 and December 31, 2022, respectively 597 604 Additional paid-in capital 860,797 836,491 Accumulated earnings (deficit) 465,856 (200,687) Accumulated other comprehensive income (loss) 8,174 8,129 Total stockholders’ equity 1,335,424 644,537 Total liabilities and stockholders’ equity $ 1,478,746 $ 730,751 This statement should be read in conjunction with the notes to consolidated financial statements. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF OPERATIONS (in thousands) Year Ended December 31, 2023 2022 2021 Operating expenses Depreciation and amortization $ 1,618 $ 2,131 $ 2,452 Loss (gain) on sale of assets, net 30 27 15 General and administrative expense (excluding depreciation) 29,258 17,882 12,435 Acquisition and integration costs — 3,396 87 Total operating expenses 30,906 23,436 14,989 Operating loss (30,906) (23,436) (14,989) Other income (expense) Interest expense and financing costs, net (24) (1) (2,600) Other income (expense), net 44 (20) (33) Equity in earnings (losses) from subsidiaries 759,528 388,008 (63,649) Total other income (expense), net 759,548 387,987 (66,282) Income (loss) before income taxes 728,642 364,551 (81,271) Income tax benefit (expense) — (362) (26) Net income (loss) $ 728,642 $ 364,189 $ (81,297) This statement should be read in conjunction with the notes to consolidated financial statements. STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2023 2022 2021 Net income (loss) $ 728,642 $ 364,189 $ (81,297) Other comprehensive income: (1) Other post-retirement benefits income, net of tax 45 5,627 6,244 Total other comprehensive income, net of tax 45 5,627 6,244 Comprehensive income (loss) $ 728,687 $ 369,816 $ (75,053) ____________________________________________________ (1) Other comprehensive income relates to benefit plans at our subsidiaries. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income (loss) $ 728,642 $ 364,189 $ (81,297) Adjustments to reconcile net income (loss) to cash used in operating activities: Depreciation and amortization 1,618 2,131 2,452 Non-cash interest expense — — 1,364 Loss (gain) on sale of assets, net 30 27 15 Stock-based compensation 11,633 9,353 8,165 Equity in losses (income) of subsidiaries (759,528) (388,008) 63,649 Net changes in operating assets and liabilities: Prepaid and other assets (2,541) 13,436 1,318 Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities 1,113 2,651 (1,380) Net cash provided by (used in) operating activities (19,033) 3,779 (5,714) Cash flows from investing activities: Investments in subsidiaries (76,000) — (146,056) Distributions from subsidiaries 167,181 — 90,183 Capital expenditures (1,849) (1,311) (1,126) Due to (from) subsidiaries (13,408) 5,645 29,752 Net cash provided by (used in) investing activities 75,924 4,334 (27,247) Cash flows from financing activities: Proceeds from sale of common stock, net of offering costs — — 87,193 Proceeds from borrowings — — 12,364 Repayments of borrowings — (9,319) (62,111) Purchase of common stock for retirement (67,821) (7,834) (2,145) Exercise of stock options 17,129 6,444 58 Other financing activities, net 1,631 1,058 1,208 Net cash provided by (used in) financing activities (49,061) (9,651) 36,567 Net increase (decrease) in cash, cash equivalents, and restricted cash 7,830 (1,538) 3,606 Cash, cash equivalents, and restricted cash at beginning of period 2,878 4,416 810 Cash, cash equivalents, and restricted cash at end of period $ 10,708 $ 2,878 $ 4,416 Supplemental cash flow information: Net cash received (paid) for: Interest $ — $ (3) $ (1,230) Taxes (5,902) (15) 27 Non-cash investing and financing activities: Accrued capital expenditures $ 136 $ 372 $ 131 ROU assets obtained in exchange for new finance lease liabilities — — — ROU assets obtained in exchange for new operating lease liabilities 8,161 — 165 This statement should be read in conjunction with the notes to consolidated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net (loss) income | $ 728,642 | $ 364,189 | $ (81,297) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Par Pacific Holdings, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation, including Par West redevelopment and other costs, previously included in Operating expenses (excluding depreciation) in the Consolidated Statements of Operations and now reflected as a separate financial statement line item, and the presentation of deferred tax assets and liabilities associated with right-of-use liabilities (“ROU liabilities”) and right-of-use assets (“ROU assets”), respectively, previously presented on a net basis are now presented on a gross basis in Note 22—Income Taxes. |
Use of Estimates | Use of Estimates The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. |
Restricted Cash | Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support letter of credit facilities and certain ongoing bankruptcy recovery trust claims. |
Allowance for Credit Losses | Allowance for Credit Losses |
Inventories | Inventories Commodity inventories, excluding commodity inventories at the Washington refinery, are stated at the lower of cost and net realizable value (“NRV”) using the first-in, first-out (“FIFO”) inventory accounting method. Commodity inventories at the Washington refinery are stated at the lower of cost and NRV using the last-in, first-out (“LIFO”) inventory accounting method. We value merchandise along with spare parts, materials, and supplies at average cost. All of the crude oil utilized at the Hawaii refinery is financed by J. Aron & Company LLC (“J. Aron”) under the Supply and Offtake Agreement as described in Note 12—Inventory Financing Agreements. The crude oil remains in the legal title of J. Aron and is stored in our storage tanks governed by a storage agreement. Legal title to the crude oil passes to us at the tank outlet. After processing, J. Aron takes title to the refined products stored in our storage tanks until they are sold to our retail locations or to third parties. We record the inventory owned by J. Aron on our behalf as inventory with a corresponding obligation on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and we are obligated to repurchase the inventory. Additionally, certain of the crude oil utilized at the Hawaii refinery is also financed by the LC Facility as described in Note 12—Inventory Financing Agreements. We also finance certain inventories at our other refineries through our ABL Credit Facility; please read Note 14—Debt for further information. We were party to an intermediation arrangement (the “Washington Refinery Intermediation Agreement”) with Merrill Lynch Commodities, Inc. (“MLC”) as described in Note 12—Inventory Financing Agreements. Under this arrangement, U.S. Oil & Refining Co. and certain affiliated entities (collectively, “U.S. Oil”) purchased crude oil supplied from third-party suppliers and MLC provided credit support for certain crude oil purchases. MLC’s credit support consisted of either providing a payment guaranty, causing the issuance of a letter of credit from a third-party issuing bank, or purchasing crude oil directly from third parties on our behalf. U.S. Oil held title to all crude oil and refined products inventories at all times and pledged such inventories, together with all receivables arising from the sales of these inventories, exclusively to MLC. On October 4, 2023, we terminated the Washington Refinery Intermediation Agreement; please read Note 12—Inventory Financing Agreements for further information. We enter into refined product and crude oil exchange agreements with other oil companies. Exchange receivables or payables are stated at cost and are presented within Trade accounts receivable and Accounts payable on our consolidated balance sheets. |
Environmental Credits and Obligations | Environmental Credits and Obligations Inventories also include Renewable Identification Numbers (“RINs”) and other environmental credits. Our environmental credit assets, which include RINs and other environmental credits are purchased through the open market, State of Washington auctions, or obtained by purchasing biofuels. These biofuels are later blended into our refined fuels and other credits generated as part of our refining process which are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and NRV as of the end of the reporting period. Our renewable volume obligation and other environmental credit obligations to comply with the U.S. Environmental Protection Agency (“EPA”) regulations (as discussed in Note 18—Commitments and Contingencies) are presented in Other accrued liabilities on our consolidated balance sheets and were historically measured at fair value as of the end of the reporting period. During the quarter ended December 31, 2023, we had a change in estimate in our valuation of our gross environmental credit obligations due to the settlement of all outstanding prior period environmental credit obligations (obligations associated with pre-2023 activities) and our prospective plan to use our RIN assets to settle future environmental obligations. Beginning in the fourth quarter of 2023, the portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits. The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period. Under the previous valuation technique, our liability would have been $295.9 million as of December 31, 2023, and net income would have been lower with $9.0 million for the year ended December 31, 2023. Please read Note 16—Fair Value Measurements for further information. The net cost of environmental credits is recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations. |
Investment in Laramie Energy, LLC | Investment in Laramie Energy, LLC |
Property Plant and Equipment | Property, Plant, and Equipment |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value. If this occurs, an impairment loss is recognized for the difference between the fair value and carrying value. Factors that indicate potential impairment include a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset, and a significant change in the asset’s physical condition or use. Simultaneously with our review of our property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment, we evaluate whether an abandonment has occurred. Abandonment occurs either when a business terminates its operations or an asset is no longer profitable to operate. When the act of abandonment occurs, we write off the asset balance and any associated accumulated depreciation and record an impairment loss as needed. |
Lease Liabilities and Right-of-Use Assets | Lease Liabilities and Right-of-Use Assets We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and ROU assets are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate in the calculation of present value unless the implicit rate can be readily determined, however, the lease liability associated with leases calculated through the use of implicit rates is not significant. Certain leases include provisions for variable payments based upon percentage of sales and/or other operating metrics; escalation provisions to adjust rental payments to reflect changes in price indices and fair market rents; and provisions for the renewal, termination, and/or purchase of the leased asset. We only consider fixed payments and those options that are reasonably certain to be exercised in the determination of the lease term and the initial measurement of lease liabilities and ROU assets. Expense for finance leases is recognized as amortization expense on a straight-line basis and interest expense on an effective rate basis over the lease term. Expense for operating lease payments is recognized as lease expense on a straight-line basis over the lease term. We do not separate lease and nonlease components of a contract. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Finance lease ROU assets are presented within Property, plant, and equipment and operating lease ROU assets within Operating lease right-of-use assets on our consolidated balance sheets. Please read Note 17—Leases for further disclosures and information on leases. |
Asset Retirement Obligations | Asset Retirement Obligations We record asset retirement obligations (“AROs”) at fair value in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the fair value of the liability. Our AROs arise from our refining, logistics, and retail operations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. When the liability is initially recorded, we capitalize the cost by increasing the book value of the related long-lived tangible asset. The liability is accreted to its estimated settlement value with accretion expense recognized in Depreciation and amortization (“D&A”) on our consolidated statements of operations and the related capitalized cost is depreciated over the asset’s useful life. The difference between the settlement amount and the recorded liability is recorded as a gain or loss on asset disposals in our consolidated statements of operations. We estimate settlement dates by considering our past practice, industry practice, contractual terms, management’s intent, and estimated economic lives. We cannot currently estimate the fair value for certain AROs primarily because we cannot estimate settlement dates (or ranges of dates) associated with these assets. These AROs include hazardous materials disposal (such as petroleum manufacturing by-products, chemical catalysts, and sealed insulation material containing asbestos) and removal or dismantlement requirements associated with the closure of our refining facilities, terminal facilities, or pipelines, including the demolition or removal of certain major processing units, buildings, tanks, pipelines, or other equipment. |
Deferred Turnaround Costs | Deferred Turnaround Costs three |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the amount the purchase price exceeds the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1. We assess the recoverability of the carrying value of goodwill during the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required. Under the quantitative test, we compare the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss is recorded. Our intangible assets include relationships with customers, trade names, and trademarks. These intangible assets are amortized over their estimated useful lives on a straight-line basis. We evaluate the carrying value of our intangible assets when impairment indicators are present. When we believe impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of the intangible assets are prepared. If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values. |
Environmental Matters | Environmental Matters We capitalize environmental expenditures that extend the life or increase the capacity of facilities as well as expenditures that prevent environmental contamination. We expense costs that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation. We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated. Cost estimates are based on the expected timing and extent of remedial actions required by governing agencies, experience gained from similar sites for which environmental assessments or remediation have been completed, and the amount of our anticipated liability considering the proportional liability and financial abilities of other responsible parties. Usually, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Estimated liabilities are not discounted to present value and are presented within Other liabilities on our consolidated balance sheets. Environmental expenses are recorded in Operating expense (excluding depreciation) on our consolidated statements of operations. |
Derivatives and Other Financial Instruments | Derivatives and Other Financial instruments We are exposed to commodity price risk related to crude oil, refined products, and environmental credits. We manage this exposure through the use of various derivative commodity instruments. These instruments include exchange traded futures and over-the-counter (“OTC”) swaps, forwards, and options. For our forward contracts that are derivatives, we have elected the normal purchase normal sale exclusion, as it is our policy to fulfill or accept the physical delivery of the product and we will not net settle. Therefore, we did not recognize the unrealized gains or losses related to these contracts in our consolidated financial statements. All derivative instruments not designated as normal purchases or sales are recorded in the balance sheet as either assets or liabilities measured at their fair values. Changes in the fair value of these derivative instruments are recognized currently in earnings. We have not designated any derivative instruments as cash flow or fair value hedges and, therefore, do not apply hedge accounting treatment. In addition, we may have other financial instruments, such as warrants or embedded debt features, that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in our control, or (c) the instruments contain other provisions that cause us to conclude that they are not indexed to our equity. Our embedded derivatives include our obligations to repurchase crude oil and refined products from J. Aron at the termination of the Supply and Offtake Agreement. These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. |
Income Taxes | Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We do not have any unrecognized tax benefits as of December 31, 2023. As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2020, 2021, and 2022. However, since we have NOL carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried. Therefore, in a year in which a NOL deduction is claimed, the IRS may examine the year in which the NOL was generated and adjust it accordingly for purposes of assessing additional tax in the year the NOL deduction was claimed. Any penalties or interest as a result of an examination will be recorded in the period assessed. |
Stock-Based Compensation | Stock-Based Compensation |
Revenue Recognition | Revenue Recognition Refining and Retail Our refining and retail segment revenues are primarily associated with the sale of refined products. We recognize revenues upon physical delivery of refined products to a customer, which is the point in time at which control of the refined products is transferred to the customer. The pricing of our refined products is variable and primarily driven by commodity prices. The refining segment’s contracts with its customers state the terms of the sale, including the description, quantity, delivery terms, and price of each product sold. Payments from refining and bulk retail customers are generally due in full within 2 to 30 days of product delivery or invoice date. Payments from our other retail customers occur at the point of sale and are typically collected in cash or occur by credit or debit card. As such, we have no significant financing element to our revenues and have immaterial product returns and refunds. We account for certain transactions on a net basis under Financial Accounting Standards Board (“FASB”) ASC Topic 845, “Nonmonetary Transactions.” These transactions include nonmonetary crude oil and refined product exchange transactions, certain crude oil buy/sell arrangements, and sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another. We made an accounting policy election to apply the sales tax practical expedient, whereby all taxes assessed by a governmental authority that are both imposed on and concurrent with a revenue-producing transaction and collected from our customers will be recognized on a net basis within Cost of revenues (excluding depreciation). Logistics We recognize transportation and storage fees as services are provided to a customer. Substantially all of our logistics revenues represent intercompany transactions that are eliminated in consolidation. Cost Classifications Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our environmental credit obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains and losses on derivatives and inventory valuation adjustments. Certain direct operating expenses related to our logistics segment are also included in Cost of revenues (excluding depreciation). |
Operating Expenses | Operating expense (excluding depreciation) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, and environmental compliance costs, as well as chemicals and catalysts and other direct operating expenses. |
Benefit Plans | Benefit Plans We recognize an asset for the overfunded status or a liability for the underfunded status of our defined benefit pension plans. The funded status is recorded within Other liabilities on our consolidated balance sheets. Certain changes in the plans’ funded status are recognized in Other comprehensive income (loss) in the period the change occurs. |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are categorized with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority given to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 – Assets or liabilities for which the item is valued based on quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Assets or liabilities valued based on observable market data for similar instruments. Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed and considers risk premiums that a market participant would require. The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our policy is to recognize transfers in and/or out of fair value hierarchy levels as of the end of the reporting period for which the event or change in circumstances caused the transfer. We have consistently applied these valuation techniques for the periods presented. The fair value of the J. Aron repurchase obligation derivatives are measured using estimates of the prices and differentials assuming settlement at the end of the reporting period. |
Income (Loss) Per Share | Income (Loss) Per Share |
Foreign Currency Transactions | Foreign Currency Transactions We may, on occasion, enter into transactions denominated in currencies other than the U.S. dollar, which is our functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income (expense), net, in the accompanying consolidated statement of operations in the period in which the currency exchange rates change. For the years ended December 31, 2023, 2022, or 2021, gains and losses resulting from changes in currency translations were immaterial. |
Accounting Principles Not Yet Adopted and Accounting Principles Adopted | Accounting Principles Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) (“ASU 2023-07”). The amendments in ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Public entities are required to disclose significant segment expenses by reportable segment if they are regularly provided to the Chief Operating Decision Maker (“CODM”) and included in each reported measure of segment profit or loss. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance in ASU 2023-07 is effective for fiscal years beginning after December 15, 2024. This ASU therefore does not impact our 2023 Form 10-K. Par will assess the impact of this ASU on our 2024 Form 10-K annual segment disclosures as part of our fiscal year 2024 procedures. On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure (Topic 740). This ASU requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. Additionally, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The guidance in ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. This ASU therefore does not impact our 2023 Form 10-K. Par will assess the impact of this ASU on our 2025 Form 10-K annual segment disclosures as part of our fiscal year 2025 procedures. Accounting Principles Adopted On January 1, 2022, we adopted ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) . This ASU changes accounting for recording contract assets and liabilities acquired in a business combination to improve comparability and consistency. During the Billings Acquisition in June 2023, no contract assets or liabilities were acquired, thus our adoption of ASU 2021-08 will not impact on our financial condition, results of operations, and cash flows. On January 1, 2022, we adopted ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant and Equipment | We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 2 to 47 Logistics 3 to 30 Retail 3 to 40 Corporate 3 to 7 Software 3 to 5 |
Schedule of Depreciation Expense | The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenues $ 24,980 $ 20,437 $ 21,903 Operating expense 66,886 51,901 52,338 General and administrative expense 2,142 2,661 2,972 |
Refining and Logistics Equity_2
Refining and Logistics Equity Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Change in Equity Investment | The change in our equity investment in YELP is as follows (in thousands): For the period from June 1 through December 31, 2023 Beginning balance $ — Acquisition of investment 58,019 Equity earnings from YELP 8,059 Depreciation of basis difference (696) Dividends received (5,558) Ending balance $ 59,824 The change in our equity investment in YPLC is as follows (in thousands): For the period from June 1 through December 31, 2023 Beginning balance $ — Acquisition of investment 28,581 Equity earnings from YPLC 4,392 Accretion of basis difference 89 Dividends received (5,400) Ending balance $ 27,662 The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2023 Beginning balance $ — Equity earnings (losses) from Laramie Energy 19,471 Accretion of basis difference 5,514 Distribution received (10,706) Ending balance $ 14,279 |
Investment in Laramie Energy (T
Investment in Laramie Energy (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Change in Equity Investment | The change in our equity investment in YELP is as follows (in thousands): For the period from June 1 through December 31, 2023 Beginning balance $ — Acquisition of investment 58,019 Equity earnings from YELP 8,059 Depreciation of basis difference (696) Dividends received (5,558) Ending balance $ 59,824 The change in our equity investment in YPLC is as follows (in thousands): For the period from June 1 through December 31, 2023 Beginning balance $ — Acquisition of investment 28,581 Equity earnings from YPLC 4,392 Accretion of basis difference 89 Dividends received (5,400) Ending balance $ 27,662 The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2023 Beginning balance $ — Equity earnings (losses) from Laramie Energy 19,471 Accretion of basis difference 5,514 Distribution received (10,706) Ending balance $ 14,279 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Fair Value of Assets Acquired and Liabilities Assumed | A summary of the preliminary fair value of the assets acquired and liabilities assumed is as follows (in thousands): Trade accounts receivable $ 2,387 Inventories 299,176 Property, plant, and equipment 259,088 Operating lease right-of-use assets 3,562 Investment in refining and logistics subsidiaries 86,600 Other long-term assets 4,094 Total assets (1) 654,907 Current operating lease liabilities 2,081 Other current liabilities 7,056 Environmental liabilities 18,869 Long-term operating lease liabilities 1,481 Total liabilities 29,487 Total $ 625,420 _______________________________________________________ (1) We allocated $538.7 million and $116.2 million of total assets to our refining and logistics segments, respectively. |
Schedule of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information presents our consolidated revenues and net income as if the Billings Acquisition had been completed on January 1, 2022 (in thousands): Year Ended December 31, 2023 2022 Revenues $ 9,172,821 $ 10,033,522 Net income 847,740 419,441 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands): Year Ended December 31, 2023 Refining Logistics Retail Product or service: Gasoline $ 2,689,350 $ — $ 438,058 Distillates (1) 3,412,819 — 49,651 Other refined products (2) 1,718,961 — — Merchandise — — 101,529 Transportation and terminalling services — 260,779 — Other revenue 148,350 — 3,242 Total segment revenues (3) $ 7,969,480 $ 260,779 $ 592,480 Year Ended December 31, 2022 Refining Logistics Retail Product or service: Gasoline $ 1,999,065 $ — $ 428,959 Distillates (1) 3,139,807 — 46,392 Other refined products (2) 1,890,813 — — Merchandise — — 91,289 Transportation and terminalling services — 198,821 — Other revenue 16,375 — 3,566 Total segment revenues (3) $ 7,046,060 $ 198,821 $ 570,206 Year Ended December 31, 2021 Refining Logistics Retail Product or service: Gasoline $ 1,472,335 $ — $ 333,396 Distillates (1) 1,927,851 — 27,057 Other refined products (2) 1,065,555 — — Merchandise — — 92,004 Transportation and terminalling services — 184,734 — Other revenue 5,370 — 3,959 Total segment revenues (3) $ 4,471,111 $ 184,734 $ 456,416 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, gas oil, and asphalt. (3) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories at December 31, 2023 and 2022 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreement (1) Total December 31, 2023 Crude oil and feedstocks $ 175,307 $ 168,549 $ 343,856 Refined products and blendstock 358,236 133,684 491,920 Warehouse stock and other (2) 324,619 — 324,619 Total $ 858,162 $ 302,233 $ 1,160,395 December 31, 2022 Crude oil and feedstocks $ 112,082 $ 265,536 $ 377,618 Refined products and blendstock 188,040 168,624 356,664 Warehouse stock and other (2) 307,701 — 307,701 Total $ 607,823 $ 434,160 $ 1,041,983 _________________________________________________________ (1) Please read Note 12—Inventory Financing Agreements for further information. (2) Includes $237.6 million and $258.2 million of RINs and environmental credits, reported at the lower of cost or NRV, as of December 31, 2023 and 2022, respectivel y. Our renewable volume obligation and other gross environmental credit obligations of $286.9 million and $549.8 million, are |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaid and other current assets at December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Advances to suppliers for crude purchases $ 65,531 $ — Collateral posted with broker for derivative instruments (1) 21,763 40,788 Billings Acquisition deposit (2) — 30,000 Prepaid insurance 20,235 15,639 Derivative assets 43,356 — Prepaid environmental credits 20,756 — Other 10,764 5,616 Total $ 182,405 $ 92,043 _________________________________________________________ (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 15—Derivatives for further information. (2) Please read Note 5—Acquisitions for further discussion. |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment and Impairment of Long-Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Major classes of property, plant, and equipment, including assets acquired under finance leases, consisted of the following (in thousands): December 31, 2023 2022 Land $ 194,623 $ 153,804 Buildings and equipment (1) 1,361,828 1,050,898 Other (1) 21,350 19,865 Total property, plant, and equipment 1,577,801 1,224,567 Less accumulated depreciation and amortization (478,413) (388,733) Property, plant, and equipment, net $ 1,099,388 $ 835,834 ______________________________________________________ (1) Please read Note 17—Leases for further disclosures and information on finance leases. |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligation | The table below summarizes the changes in our recorded AROs (in thousands): Year Ended December 31, 2023 2022 2021 Beginning balance $ 15,375 $ 14,414 $ 10,636 Accretion expense 965 934 873 Revision in estimate — 116 3,602 Liabilities settled during period — (89) (697) Ending balance $ 16,340 $ 15,375 $ 14,414 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | During the years ended December 31, 2023, 2022, and 2021, the change in the net carrying amount of goodwill was as follows (in thousands): Balance at January 1, 2021 $ 127,997 Divestitures (735) Balance at December 31, 2021 127,262 Acquisition (1) 2,120 Divestitures (57) Balance at December 31, 2022 129,325 Divestitures (2) (50) Balance at December 31, 2023 $ 129,275 ________________________________________________________ (1) Please read Note 5—Acquisitions for further discussion. (2) In December 2022, we purchased three retail stores in Washington. $50 thousand of the 2022 payment was refunded to us in 2023; the refund was accounted for as a reduction of goodwill. Please read Note 5—Acquisitions for further discussion. |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following (in thousands): December 31, 2023 2022 Intangible assets: Trade names and trademarks $ 6,267 $ 6,267 Customer relationships 32,064 32,064 Other 261 261 Total intangible assets 38,592 38,592 Accumulated amortization: Trade name and trademarks (5,470) (5,383) Customer relationships (22,204) (19,632) Other — — Total accumulated amortization (27,674) (25,015) Net: Trade name and trademarks 797 884 Customer relationships 9,860 12,432 Other 261 261 Total intangible assets, net $ 10,918 $ 13,577 |
Schedule of Finite-Lived Intangible Assets Amortization Expense | Expected amortization expense for each of the next five years and thereafter is as follows (in thousands): Year Ended Amount 2024 $ 1,400 2025 979 2026 979 2027 979 2028 979 Thereafter 5,602 $ 10,918 |
Inventory Financing Agreements
Inventory Financing Agreements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Commitments [Abstract] | |
Schedule of Obligations Under Inventory Financing Agreements | The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): December 31, 2023 2022 Supply and Offtake Agreement $ 594,362 $ 732,511 Washington Refinery Intermediation Agreement — 160,554 LC Facility due 2024 — — Obligations under inventory financing agreements $ 594,362 $ 893,065 |
Schedule of Outstanding Borrowings, Letters of Credit, and Contractual Undertaking Obligations Under the Intermediation Agreements | The following table summarizes our outstanding borrowings, letters of credit, and contractual undertaking obligations under the intermediation agreements (in thousands): December 31, 2023 2022 Discretionary Draw Facility Outstanding borrowings (1) $ 165,459 $ 204,843 Borrowing capacity 175,891 204,843 MLC receivable advances Outstanding borrowings (1) — 56,601 Borrowing capacity — 56,601 LC Facility due 2024 Outstanding borrowings — — Borrowing capacity 120,000 — MLC issued letters of credit — 115,001 LC Facility issued letters of credit 13,000 — ______________________________________________________ (1) Borrowings outstanding under the Discretionary Draw Facility and MLC receivable advances are included in Obligations under inventory financing agreements on our consolidated balance sheets. Changes in the borrowings outstanding under these arrangements are included within Cash flows from financing activities on the consolidated statements of cash flows. |
Schedule of Inventory Intermediation Fees | The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands): Year Ended December 31, 2023 2022 2021 Net fees and expenses: Supply and Offtake Agreement Inventory intermediation fees (1) $ 56,164 $ 100,610 $ 21,612 Interest expense and financing costs, net 7,149 6,150 3,015 Washington Refinery Intermediation Agreement Inventory intermediation fees 2,250 3,000 3,236 Interest expense and financing costs, net 9,280 10,111 4,900 LC Facility due 2024 Interest expense and financing costs, net 1,667 — — ___________________________________________________ (1) Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $13.5 million, $63.3 million, and $4.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities at December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Accrued payroll and other employee benefits $ 40,533 $ 27,815 Gross environmental credit obligations (1) 286,904 549,791 Derivative liabilities 27,725 10,989 Deferred revenue 15,220 11,457 Other 51,380 40,442 Total $ 421,762 $ 640,494 ______________________________________________________ (1) Please read Note 16—Fair Value Measurements for further information. A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our consolidated balance sheet and are stated at the lower of cost or net realizable value. The carrying costs of these assets were $237.6 million and $258.2 million as of December 31, 2023 and 2022, respectively. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our outstanding debt (in thousands): December 31, 2023 2022 ABL Credit Facility due 2028 $ 115,000 $ — Term Loan Credit Agreement due 2030 545,875 — 7.75% Senior Secured Notes due 2025 — 281,000 Term Loan B Facility due 2026 — 203,125 12.875% Senior Secured Notes due 2026 — 31,314 Other long-term debt 4,746 — Principal amount of long-term debt 665,621 515,439 Less: unamortized discount and deferred financing costs (14,763) (9,907) Total debt, net of unamortized discount and deferred financing costs 650,858 505,532 Less: current maturities, net of unamortized discount and deferred financing costs (4,255) (10,956) Long-term debt, net of current maturities $ 646,603 $ 494,576 |
Schedule of Annual Maturities of Long-term Debt | Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2024 $ 6,138 2025 6,169 2026 6,201 2027 6,234 2028 121,269 Thereafter 519,610 Total $ 665,621 |
Schedule of Applicable Margin for Debt Instrument | Under the ABL Credit Agreement, the applicable margins for the ABL Credit Facility and advances under the ABL Credit Facility are as specified below: Level Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) Term SOFR Loans Base Rate Loans 1 >50% 1.25% 0.25% 2 >30% but ≤ 50% 1.50% 0.50% 3 ≤ 30% 1.75% 0.75% |
Schedule of Term Loan Agreement | The Term Loan Credit Agreement bears interest at a fluctuating rate per annum equal to either a SOFR rate or base rate “Base Rate”, provided that the Base Rate shall not be below 1.5%, as defined in the Term Loan Credit Agreement. The SOFR rate and Base Rate definitions are summarized below: SOFR Rate loan Secured overnight financing rate plus the applicable margin of 4.250% per annum with a stepdown in the applicable margin of 0.25% in the event the Company’s credit rating is upgraded to Ba3/BB-, Base Rate loan A per annum rate plus the applicable margin of 3.250%. The base rate is the greatest of: • a rate as calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (“Federal Funds Rate”) for such day, plus 0.5%; • a rate equal to adjusted term SOFR for a one month interest period as of such day plus 1.0%; or • a rate as announced by Wells Fargo (the “Prime Rate”). |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | At December 31, 2023, our open commodity derivative contracts represented (in thousands of barrels): Contract type Purchases Sales Net Futures 27,604 (28,104) (500) Swaps 36,051 (41,790) (5,739) Total 63,655 (69,894) (6,239) |
Schedule of Derivative Instruments | The following table provides information on these option collars at our refineries as of December 31, 2023: Total open option collars 1,394 Weighted-average strike price - floor (in dollars) $ 61.69 Weighted-average strike price - ceiling (in dollars) $ 82.97 Earliest commencement date January 2024 Furthest expiry date September 2024 |
Schedule of Fair Value Amounts of Derivatives and Placement in Consolidated Balance Sheets | The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2023 and 2022 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2023 2022 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 43,356 $ 495 Commodity derivatives (2) Other accrued liabilities (530) (10,989) J. Aron repurchase obligation derivative Obligations under inventory financing agreements (392) (12,156) MLC terminal obligation derivative Obligations under inventory financing agreements — 14,435 Interest rate derivatives Other liabilities (821) — _________________________________________________________ (1) Does not include cash collateral of $21.8 million and $40.8 million recorded in Prepaid and other current assets as of December 31, 2023, and December 31, 2022, respectively, and $9.5 million in Other long-term assets as of both December 31, 2023 and December 31, 2022. (2) Does not include $27.2 million recorded in Other accrued liabilities as of December 31, 2023 related to realized derivatives payable. |
Schedule of Pre-Tax Gain (Loss) Recognized in the Statement of Operations | The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2023 2022 2021 Commodity derivatives Cost of revenues (excluding depreciation) $ (16,701) $ (65,814) $ (22,417) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) 11,764 2,995 5,646 MLC terminal obligation derivative Cost of revenues (excluding depreciation) (34,149) (49,636) (73,256) Interest rate derivatives Interest expense and financing costs, net (821) — 104 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Acquired and Liabilities Assumed | The preliminary fair values of the assets acquired and liabilities assumed as a result of the Billings Acquisition were estimated as of June 1, 2023, the date of the acquisition, using valuation techniques described in notes (1) through (5) below. Valuation Fair Value Technique (in thousands) Net working capital excluding operating leases $ 294,507 (1) Property, plant, and equipment 259,088 (2) Operating lease right-of-use assets 3,562 (3) Refining and logistics equity investments 86,600 (4) Other long-term assets 4,094 (1) Current operating lease liabilities (2,081) (3) Long-term operating lease liabilities (1,481) (3) Environmental liabilities (18,869) (5) Total $ 625,420 _________________________________________________________ (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. Other long-term assets includes preliminary costs for future turnarounds that were recently incurred and were recorded at their fair value. (2) The fair value of personal property was estimated using the cost approach. Key assumptions in the cost approach include determining the replacement cost by evaluating recent purchases of comparable assets or published data, and adjusting replacement cost for economic and functional obsolescence, location, normal useful lives, and capacity (if applicable). The fair value of real property was estimated using the market approach. Key assumptions in the market approach include determining the asset value by evaluating recent purchases of comparable assets under similar circumstances. We consider this to be a Level 3 fair value measurement. (3) Operating lease right-of-use assets and liabilities were recognized based on the present value of lease payments over the lease term using the incremental borrowing rate at acquisition of 9.6%. (4) The fair value of our investments in YELP and YPLC were determined using a combination of the income approach and the market approach. Under the income approach, we estimated the present value of expected future cash flows using a market participant discount rate. Under the market approach, we estimated fair value using observable multiples for comparable companies in the investments’ industries. These valuation methods require us to make significant estimates and assumptions regarding future cash flows, capital projects, commodity prices, long-term growth rates, and discount rates. We consider this to be a Level 3 fair value measurement. (5) Environmental liabilities are based on management’s best estimates of probable future costs using currently available information. We consider this to be a Level 3 fair value measurement. |
Schedule of Fair Value Amounts by Hierarchy Level | Fair value amounts by hierarchy level as of December 31, 2023 and 2022 are presented gross in the tables below (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 100,074 $ 175,191 $ — $ 275,265 $ (231,909) $ 43,356 Liabilities Commodity derivatives $ (92,417) $ (140,022) $ — $ (232,439) $ 231,909 $ (530) J. Aron repurchase obligation derivative — — (392) (392) — (392) Interest rate derivatives (3) — (821) — (821) — (821) Gross environmental credit obligations (2), (3) — (54,245) — (54,245) — (54,245) Total $ (92,417) $ (195,088) $ (392) $ (287,897) $ 231,909 $ (55,988) December 31, 2022 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 161,541 $ 8,369 $ — $ 169,910 $ (169,415) $ 495 Liabilities Commodity derivatives $ (172,529) $ (7,875) $ — $ (180,404) $ 169,415 $ (10,989) J. Aron repurchase obligation derivative — — (12,156) (12,156) — (12,156) MLC terminal obligation derivative — — 14,435 14,435 — 14,435 Gross environmental credit obligations (2) — (549,791) — (549,791) — (549,791) Total $ (172,529) $ (557,666) $ 2,279 $ (727,916) $ 169,415 $ (558,501) _________________________________________________________ (1) Does not include cash collateral of $31.3 million and $50.3 million as of December 31, 2023 and 2022, respectively, included within Prepaid and other current assets and Other long-term assets on our consolidated balance sheets. (2) Does not include RINs assets and other environmental credits of $237.6 million and $258.2 million presented as Inventories on our consolidated balance sheet and stated at the lower of cost and net realizable value as of December 31, 2023 and 2022, respectively. (3) Does not include environmental liabilities of $232.7 million, satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits. included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2023. |
Schedule of Roll Forward of Level 3 Financial Instruments Measured at Fair Value on a Recurring Basis | A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Balance, beginning of period $ 2,279 $ (37,321) $ (30,958) Settlements 19,714 86,242 61,247 Total gains (losses) included in earnings (1) (22,385) (46,642) (67,610) Balance, end of period $ (392) $ 2,279 $ (37,321) _________________________________________________________ (1) Included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. |
Schedule of Carrying Value and Fair Value of Long Term Debt and Other Financial Instruments | The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 Carrying Value Fair Value ABL Credit Facility due 2028 (2) $ 115,000 $ 115,000 LC Facility due 2024 (2) — — Term Loan Credit Agreement due 2030 (1) 531,112 545,875 Other long-term debt (1) 4,746 4,387 December 31, 2022 Carrying Value Fair Value Prior ABL Credit Facility due 2025 (2) $ — $ — 7.75% Senior Secured Notes due 2025 (1) (3) 277,137 276,785 Term Loan B Facility due 2026 (1) (3) 198,268 201,094 12.875% Senior Secured Notes due 2026 (1) (3) 30,127 34,029 _________________________________________________________ (1) The fair value measurements of the Term Loan Credit Agreement, Other long-term debt, 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes are considered Level 2 measurements in the fair value hierarchy as discussed below. (2) The fair value measurements of the ABL Credit Facility, LC Facility, and the Prior ABL Credit Facility are considered Level 3 measurements in the fair value hierarchy. (3) The 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes were fully repaid in 2023, please read Note 14—Debt for more information. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Assets and Liabilities, Lessee | The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities as of December 31, 2023 and 2022 and their placement within our consolidated balance sheets: Lease type Balance Sheet Location December 31, 2023 December 31, 2022 Assets Finance Property, plant, and equipment $ 28,264 $ 21,150 Finance Accumulated amortization (12,212) (10,308) Finance Property, plant, and equipment, net 16,052 10,842 Operating Operating lease right-of-use assets 346,454 350,761 Total right-of-use assets $ 362,506 $ 361,603 Liabilities Current Finance Other accrued liabilities $ 1,820 $ 1,782 Operating Operating lease liabilities 72,833 66,081 Long-term Finance Finance lease liabilities 12,438 6,311 Operating Operating lease liabilities 282,517 292,701 Total lease liabilities $ 369,608 $ 366,875 Weighted-average remaining lease term (in years) Finance 11.02 5.60 Operating 8.67 9.00 Weighted-average discount rate Finance 8.04 % 7.38 % Operating 7.24 % 7.10 % |
Schedule of Lease, Cost | The following table summarizes the lease costs recognized in our consolidated statements of operations (in thousands): Year Ended December 31, Lease cost type 2023 2022 2021 Finance lease cost Amortization of finance lease ROU assets $ 1,906 $ 1,917 $ 1,913 Interest on lease liabilities 636 619 655 Operating lease cost 98,928 89,591 91,882 Variable lease cost 9,246 5,478 6,716 Short-term lease cost 13,500 8,575 1,013 Net lease cost $ 124,216 $ 106,180 $ 102,179 Operating lease income (1) $ (14,908) $ (11,030) $ (3,149) _________________________________________________________ (1) At December 31, 2023 and 2022, Property, plant, and equipment, net associated with leased assets was approximately $9.5 million and $9.2 million, respectively. The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material. The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Year Ended December 31, Lease type 2023 2022 2021 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,693 $ 1,620 $ 1,914 Operating cash flows from finance leases 631 614 658 Operating cash flows from operating leases 98,416 85,681 89,677 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 7,896 594 1,936 ROU assets obtained in exchange for new operating lease liabilities 72,219 64,567 97,011 ROU assets terminated in exchange for release from finance lease liabilities — — — ROU assets terminated in exchange for release from operating lease liabilities 1,439 32,902 6,847 |
Schedule of Lessee, Operating Lease, Liability, Maturity | The table below includes the estimated future undiscounted cash flows for finance and operating leases as of December 31, 2023 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2024 $ 3,414 $ 93,583 $ 96,997 2025 2,668 63,897 66,565 2026 2,222 57,383 59,605 2027 2,027 56,067 58,094 2028 1,206 52,023 53,229 Thereafter 9,856 134,526 144,382 Total lease payments 21,393 457,479 478,872 Less amount representing interest (7,135) (102,129) (109,264) Present value of lease liabilities $ 14,258 $ 355,350 $ 369,608 |
Schedule of Finance Lease, Liability, Maturity | The table below includes the estimated future undiscounted cash flows for finance and operating leases as of December 31, 2023 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2024 $ 3,414 $ 93,583 $ 96,997 2025 2,668 63,897 66,565 2026 2,222 57,383 59,605 2027 2,027 56,067 58,094 2028 1,206 52,023 53,229 Thereafter 9,856 134,526 144,382 Total lease payments 21,393 457,479 478,872 Less amount representing interest (7,135) (102,129) (109,264) Present value of lease liabilities $ 14,258 $ 355,350 $ 369,608 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Incentive Plan and Stock Purchase Plan (in thousands): Years Ended December 31, 2023 2022 2021 Restricted Stock Awards $ 7,774 $ 5,172 $ 4,657 Restricted Stock Units 1,931 1,451 1,356 Stock Option Awards 1,637 2,540 1,939 |
Schedule of Restricted Stock Awards and Restricted Stock Units and Performance Restricted Stock Units | The following tables summarize our restricted stock activity (in thousands, except per share amounts): Shares Weighted- Unvested balance at December 31, 2022 794 $ 16.24 Granted 428 26.30 Vested (375) 17.81 Forfeited (21) 19.20 Unvested balance at December 31, 2023 826 $ 20.90 Years Ended December 31, 2023 2022 2021 Weighted-average grant-date fair value per share of restricted stock awards and restricted stock units granted (in dollars) $ 26.30 $ 15.27 $ 16.38 Fair value of restricted stock awards and restricted stock units vested $ 6,677 $ 5,718 $ 4,370 The following tables summarize our performance restricted stock activity (in thousands, except per unit amounts): Units Weighted- Unvested balance at December 31, 2022 113 $ 16.78 Granted 90 27.47 Vested (36) 19.17 Forfeited — — Unvested balance at December 31, 2023 167 $ 22.03 Years Ended December 31, 2023 2022 2021 Weighted-average grant-date fair value per share of performance restricted stock units granted (in dollars) $ 27.47 $ 14.91 $ 16.52 Fair value of performance restricted stock units vested $ 686 $ 1,343 $ 940 |
Schedule of Weighted Average Assumptions | 2022 2021 Expected life from date of grant (in years) 5.3 5.3 Expected volatility 55.4% 53.2% Risk-free interest rate 1.83% 0.64% |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes our stock option activity (in thousands, except per share amounts and term years): Number of Options Weighted-Average Weighted-Average Aggregate Outstanding balance at December 31, 2022 2,020 $ 17.92 4.3 $ 10,779 Issued — — Exercised (705) 19.68 Forfeited / canceled / expired — — Outstanding balance at December 31, 2023 1,315 $ 16.97 4.1 $ 25,509 Exercisable, end of year 873 $ 17.60 3.2 $ 16,390 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | The changes in the projected benefit obligation and the fair value of plan assets of our Benefit Plans for the years ended December 31, 2023 and 2022 were as follows (in thousands): 2023 2022 Changes in projected benefit obligation: Projected benefit obligation as of the beginning of the period $ 41,367 $ 56,411 Service cost 494 821 Interest cost 2,044 1,538 Plan amendment — — Actuarial loss (gain) (1) 1,362 (15,178) Benefits paid (1,980) (2,225) Curtailment — — Projected benefit obligation as of the end of the period $ 43,287 $ 41,367 Changes in fair value of plan assets: Fair value of plan assets as of the beginning of the period $ 40,639 $ 49,821 Actual return (loss) on plan assets 3,800 (6,957) Employer contributions — — Benefits paid (1,980) (2,225) Fair value of plan assets as of the end of the period $ 42,459 $ 40,639 ____________________________________________________ (1) For the year ended December 31, 2023, the change in the actuarial loss was due to a decrease in the discount rate. For the year ended December 31, 2022, the change in the actuarial gain was due to an increase in the discount rate. |
Schedule of Accumulated and Projected Benefit Obligations | The reconciliation of the funding status of our Benefit Plans of December 31, 2023 and 2022 was as follows: 2023 2022 WY Refining U.S. Oil WY Refining U.S. Oil Projected benefit obligation $ 25,582 $ 17,705 $ 24,730 $ 16,637 Fair value of plan assets 22,219 20,240 21,940 18,699 Underfunded/(overfunded) status $ 3,363 $ (2,535) $ 2,790 $ (2,062) Amounts recognized in consolidated balance sheet: Non-current assets $ — $ 2,535 $ — $ 2,062 Non-current liabilities (3,363) — (2,790) — Net amount recorded $ (3,363) $ 2,535 $ (2,790) $ 2,062 Gross amounts recognized in accumulated other comprehensive income (loss): (1) Net actuarial gain (loss) $ 4,546 $ 376 $ 5,243 $ (318) Total accumulated other comprehensive income (loss) $ 4,546 $ 376 $ 5,243 $ (318) ____________________________________________________ (1) |
Schedule of Assumptions Used | Weighted-average assumptions used to measure our projected benefit obligation as of December 31, 2023, 2022, and 2021 and net periodic benefit costs for the years ended December 31, 2023, 2022 and 2021 are as follows: 2023 2022 2021 Projected benefit obligation: Wyoming Refining plan Discount rate (1) 4.95 % 5.15 % 2.85 % Rate of compensation increase — % — % — % U.S. Oil plan Discount rate (1) 4.80 % 5.00 % 2.70 % Rate of compensation increase 3.00 % 3.00 % 3.00 % Net periodic benefit costs: Wyoming Refining plan Discount rate (1) 5.15 % 2.85 % 3.25 % Expected long-term rate of return (2) 6.20 % 5.75 % 5.75 % Rate of compensation increase — % — % 3.00 % U.S. Oil plan Discount rate (1) 5.00 % 2.70 % 2.35 % Expected long-term rate of return (2) 6.00 % 6.00 % 6.00 % Rate of compensation increase 3.00 % 3.00 % 3.00 % _________________________________________________________ (1) In determining the discount rate, we use pricing and yield information for high-quality corporate bonds that result in payments similar to the estimated distributions of benefits from our plans. (2) The expected long-term rate of return is based on the target asset allocation of each plan and capital market assumptions developed using forward-looking models and historical market data and trends. |
Schedule of Net Benefit Costs | The net periodic benefit cost (credit) for the years ended December 31, 2023, 2022, and 2021 includes the following components: 2023 2022 2021 Components of net periodic benefit cost (credit): Service cost $ 494 $ 821 $ 1,140 Interest cost 2,044 1,538 1,538 Expected return on plan assets (2,151) (2,596) (2,375) Amortization of net loss (244) 3 245 Amortization of prior service cost (45) — — Effect of curtailment — — (2,032) Net periodic benefit cost (credit) $ 98 $ (234) $ (1,484) |
Schedule of Allocation of Plan Assets | The weighted-average asset allocation for our Wyoming Refining plan at December 31, 2023 is as follows: Target Actual Asset category: Equity securities 32 % 23 % Debt securities 60 % 62 % Real estate 8 % 15 % Total 100 % 100 % The weighted-average asset allocation for our U.S. Oil plan at December 31, 2023 is as follows: Target Actual Asset category: Equity securities 56 % 54 % Debt securities 43 % 46 % Cash and Cash Equivalents 1 % — % Total 100 % 100 % |
Schedule of Expected Benefit Payments | Based on current data and assumptions, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years: Year Ended 2024 $ 2,393 2025 2,436 2026 2,664 2027 2,669 2028 2,737 Thereafter 13,698 $ 26,597 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Share | The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 Net income (loss) $ 728,642 $ 364,189 $ (81,297) Plus: Net income effect of convertible securities — — — Numerator for diluted income (loss) per common share $ 728,642 $ 364,189 $ (81,297) Basic weighted-average common stock shares outstanding 60,035 59,544 58,268 Plus: dilutive effects of common stock equivalents (1) 979 339 — Diluted weighted-average common stock shares outstanding 61,014 59,883 58,268 Basic income (loss) per common share $ 12.14 $ 6.12 $ (1.40) Diluted income (loss) per common share $ 11.94 $ 6.08 $ (1.40) Diluted income (loss) per common share excludes the following equity instruments because their effect would be anti-dilutive: Shares of unvested restricted stock 27 234 925 Shares of stock options 129 1,868 2,386 Common stock equivalents using the if-converted method of settling the 5.00% Convertible Senior Notes (2) — — 1,230 ________________________________________________________ (1) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per common share for the year ended December 31, 2021. (2) We had no 5.00% Convertible Senior Notes outstanding for the years ended December 31, 2023 and 2022. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current: U.S.—Federal $ — $ — $ — U.S.—State 10,883 362 26 Foreign — 73 1,255 Deferred: U.S.—Federal (133,979) 236 (223) U.S.—State 7,760 39 (37) Total $ (115,336) $ 710 $ 1,021 |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense was different from the amounts computed by applying U.S. Federal income tax rate to pretax income as a result of the following: Year Ended December 31, 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.9 % 0.1 % — % Foreign taxes — % — % (1.6) % Change in valuation allowance related to current activity (45.3) % (21.3) % (20.1) % Permanent items 0.4 % 0.4 % (0.6) % Other 2.2 % — % — % Actual income tax rate (18.8) % 0.2 % (1.3) % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss $ 244,243 $ 308,457 Intangible assets — 830 Environmental credit obligations 11,280 71,424 ROU Liabilities 87,686 89,879 Other 13,313 5,332 Total deferred tax assets 356,522 475,922 Valuation allowance (52,755) (330,456) Net deferred tax assets 303,767 145,466 Deferred tax liabilities: Inventory 2,681 5,891 Property and equipment 90,882 54,124 Intangible assets 511 — ROU Assets 89,087 91,112 Total deferred tax liabilities 183,161 151,127 Total deferred tax assets (liabilities), net (1) $ 120,606 $ (5,661) ______________________________________________________ (1) As of December 31, 2023, deferred tax assets (liabilities), net, is included in Other long-term assets on our consolidated balance sheets. As of December 31, 2022, deferred tax assets (liabilities), net, is included in Other liabilities on our consolidated balance sheets. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summarized financial information concerning reportable segments consists of the following (in thousands): For the year ended December 31, 2023 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 7,969,480 $ 260,779 $ 592,480 $ (590,784) $ 8,231,955 Cost of revenues (excluding depreciation) 6,845,834 145,944 437,198 (590,867) 6,838,109 Operating expense (excluding depreciation) 373,612 24,450 87,525 — 485,587 Depreciation and amortization 81,017 25,122 11,462 2,229 119,830 Impairment expense — — — — — General and administrative expense (excluding depreciation) — — — 91,447 91,447 Equity earnings from refining and logistics investments (7,363) (4,481) — — (11,844) Acquisition and integration costs — — — 17,482 17,482 Par West redevelopment and other costs — — — 11,397 11,397 Loss (gain) on sale of assets, net 219 — (308) 30 (59) Operating income (loss) $ 676,161 $ 69,744 $ 56,603 $ (122,502) $ 680,006 Interest expense and financing costs, net (72,450) Debt extinguishment and commitment costs (19,182) Other expense, net (53) Equity earnings from Laramie Energy, LLC 24,985 Income before income taxes 613,306 Income tax benefit 115,336 Net income $ 728,642 Total assets $ 2,904,563 $ 530,214 $ 256,711 $ 172,462 $ 3,863,950 Goodwill 39,821 55,232 34,222 — 129,275 Capital expenditures 42,711 18,916 18,801 1,849 82,277 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $590.8 million for the year ended December 31, 2023. For the year ended December 31, 2022 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 7,046,060 $ 198,821 $ 570,206 $ (493,302) $ 7,321,785 Cost of revenues (excluding depreciation) 6,332,694 109,458 428,712 (494,850) 6,376,014 Operating expense (excluding depreciation) 236,989 14,988 81,229 — 333,206 Depreciation and amortization 65,472 20,579 10,971 2,747 99,769 Impairment expense — — — — — General and administrative expense (excluding depreciation) — — — 62,396 62,396 Acquisition and integration costs — — — 3,663 3,663 Par West redevelopment and other costs 9,003 — — — 9,003 Loss (gain) on sale of assets, net 1 (253) 56 27 (169) Operating income (loss) $ 401,901 $ 54,049 $ 49,238 $ (67,285) $ 437,903 Interest expense and financing costs, net (68,288) Debt extinguishment and commitment costs (5,329) Gain on curtailment of pension obligation — Other income, net 613 Income before income taxes 364,899 Income tax expense (710) Net income $ 364,189 Total assets $ 2,580,298 $ 412,336 $ 244,233 $ 43,780 $ 3,280,647 Goodwill 39,821 55,232 34,272 — 129,325 Capital expenditures 31,967 12,094 7,652 1,312 53,025 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $493.3 million for the year ended December 31, 2022. For the year ended December 31, 2021 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 4,471,111 $ 184,734 $ 456,416 $ (402,172) $ 4,710,089 Cost of revenues (excluding depreciation) 4,306,371 96,828 337,476 (402,201) 4,338,474 Operating expense (excluding depreciation) 203,511 14,722 71,845 — 290,078 Depreciation and amortization 58,258 22,044 10,880 3,059 94,241 Impairment expense 1,838 — — — 1,838 General and administrative expense (excluding depreciation) — — — 48,096 48,096 Acquisition and integration costs — — — 87 87 Par West redevelopment and other costs 9,591 — — — 9,591 Loss (gain) on sale of assets, net (19,659) (19) (45,034) 15 (64,697) Operating income (loss) $ (88,799) $ 51,159 $ 81,249 $ (51,228) $ (7,619) Interest expense and financing costs, net (66,493) Debt extinguishment and commitment costs (8,144) Gain on curtailment of pension obligation 2,032 Other expense, net (52) Loss before income taxes (80,276) Income tax expense (1,021) Net loss $ (81,297) Total assets $ 1,928,987 $ 398,182 $ 228,245 $ 14,837 $ 2,570,251 Goodwill 39,821 55,232 32,209 — 127,262 Capital expenditures 15,689 6,801 5,917 1,126 29,533 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $402.2 million for the year ended December 31, 2021. |
Overview (Details)
Overview (Details) | 12 Months Ended | ||
Dec. 31, 2023 refinery segment | Jun. 01, 2023 | Oct. 20, 2022 | |
Operating segments | segment | 3 | ||
Number of owned and operated refineries | refinery | 4 | ||
Laramie Energy Company | |||
Ownership of laramie energy, LLC (in percent) | 46% | ||
Yellowstone Energy Limited Partnership | Billings Acquisition | |||
Ownership of laramie energy, LLC (in percent) | 65% | 65% | 65% |
Yellowstone Pipeline Company | |||
Ownership of laramie energy, LLC (in percent) | 40% | ||
Yellowstone Pipeline Company | Billings Acquisition | |||
Ownership of laramie energy, LLC (in percent) | 40% | 40% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Derivative liabilities | $ 27,725 | $ 10,989 | |
Derivative Gain Loss Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | net income would have been lower | ||
Amortization period of planned major maintenance activities, minimum (in years) | 3 years | ||
Amortization period of planned major maintenance activities, maximum (in years) | 5 years | ||
Deferred turnaround expenditures | $ 5,851 | $ 29,608 | $ 9,451 |
Renewable Identification Numbers “RINs” and Environmental Credits | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Derivative liabilities | 295,900 | ||
Derivatives gain (loss) | $ 9,000 | ||
Minimum | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Payment period from refining and bulk retail customer | 2 days | ||
Maximum | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Payment period from refining and bulk retail customer | 30 days | ||
ESPP | Common Stock | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Discount from market price, offering date (in percent) | 15% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property Plant And Equipment (Details) | Dec. 31, 2023 |
Refining | Minimum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life (in years) | 2 years |
Refining | Maximum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life (in years) | 47 years |
Logistics | Minimum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life (in years) | 3 years |
Logistics | Maximum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life (in years) | 30 years |
Retail | Minimum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life (in years) | 3 years |
Retail | Maximum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life (in years) | 40 years |
Corporate | Minimum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life (in years) | 3 years |
Corporate | Maximum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life (in years) | 7 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life (in years) | 3 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
PP&E useful life (in years) | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Cost of revenues | $ 24,980 | $ 20,437 | $ 21,903 |
Operating expense | 66,886 | 51,901 | 52,338 |
General and administrative expense | $ 2,142 | $ 2,661 | $ 2,972 |
Refining and Logistics Equity_3
Refining and Logistics Equity Investments - Narrative (Details) | Dec. 31, 2023 | Jun. 01, 2023 | Oct. 20, 2022 |
Yellowstone Energy Limited Partnership | Billings Acquisition | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (in percent) | 65% | 65% | 65% |
Yellowstone Pipeline Company | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (in percent) | 40% | ||
Yellowstone Pipeline Company | Billings Acquisition | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (in percent) | 40% | 40% |
Refining and Logistics Equity_4
Refining and Logistics Equity Investments - Schedule of Change in Equity Investment (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Changes In Equity Investment [Roll Forward] | ||||
Equity earnings from YELP and YPLC | $ 24,985 | $ 0 | $ 0 | |
Dividends received | (4,328) | $ 0 | $ 0 | |
Yellowstone Energy Limited Partnership | Billings Acquisition | ||||
Changes In Equity Investment [Roll Forward] | ||||
Beginning balance | $ 0 | |||
Acquisition of investment | 58,019 | |||
Equity earnings from YELP and YPLC | 8,059 | |||
Depreciation of basis difference | (696) | |||
Dividends received | (5,558) | |||
Ending balance | 59,824 | 59,824 | ||
Yellowstone Pipeline Company | Billings Acquisition | ||||
Changes In Equity Investment [Roll Forward] | ||||
Beginning balance | 0 | |||
Acquisition of investment | 28,581 | |||
Equity earnings from YELP and YPLC | 4,392 | |||
Accretion of basis difference | 89 | |||
Dividends received | (5,400) | |||
Ending balance | $ 27,662 | $ 27,662 |
Investment in Laramie Energy -
Investment in Laramie Energy - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Mar. 01, 2023 | Feb. 21, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Repayments of debt | $ 1,317,709,000 | $ 446,863,000 | $ 329,315,000 | ||
Principal amount of long-term debt | $ 665,621,000 | 515,439,000 | |||
Term Loan | Laramie Energy Company | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Debt instrument, face amount | $ 205,000,000 | ||||
Line of credit facility, funding at closing amount | 160,000,000 | ||||
Line of credit facility, amount subject to delayed draw | 45,000,000 | ||||
Repayments of debt | 76,300,000 | ||||
Debt instrument, preferred equity redeemed, amount | 73,500,000 | ||||
Gain (loss) on debt extinguishment and commitment costs | $ 4,800,000 | ||||
Laramie Energy Company | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest (in percent) | 46% | ||||
Refining and logistics equity investments and Investment in Laramie Energy, LLC | $ 14,279,000 | 0 | |||
Return of capital from Laramie Energy, LLC and Return of capital from refining and logistics investments | $ 10,700,000 | 10,706,000 | 0 | $ 0 | |
Carrying value of investment | 71,700,000 | ||||
Laramie Energy Company | Revolving Credit Facility | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Principal amount of long-term debt | $ 160,000,000 | $ 77,400,000 |
Investment in Laramie Energy _2
Investment in Laramie Energy - Change in Equity Investment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | |||
Equity earnings from Laramie Energy, LLC | $ 24,985 | $ 0 | $ 0 |
Dividends received | (4,328) | 0 | $ 0 |
Laramie Energy Company | |||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | |||
Beginning balance | 0 | ||
Equity earnings from Laramie Energy, LLC | 19,471 | ||
Accretion of basis difference | 5,514 | ||
Dividends received | (10,706) | ||
Ending balance | $ 14,279 | $ 0 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jun. 01, 2023 USD ($) | Dec. 02, 2022 USD ($) retailStore | Oct. 20, 2022 USD ($) | Dec. 31, 2022 USD ($) retailStore | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||
Acquisition and integration costs | $ 17,482 | $ 3,663 | $ 87 | ||||
Earnings (loss) of acquiree since acquisition date, actual | 57,900 | ||||||
Number of retail stores | retailStore | 3 | ||||||
Acquisitions | 2,120 | ||||||
Purchase payment | $ 50 | 50 | 57 | $ 735 | |||
Billings Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 625,400 | $ 310,000 | |||||
Revenue | $ 1,500,000 | ||||||
Property, plant, and equipment | 259,088 | ||||||
Assumed inventory | 299,176 | ||||||
Billings Acquisition | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Environmental liabilities associated with acquisition, term (in years) | 20 years | ||||||
Billings Acquisition | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Environmental liabilities associated with acquisition, term (in years) | 30 years | ||||||
Billings Acquisition | Prepaid and other current assets | |||||||
Business Acquisition [Line Items] | |||||||
Cash deposit | $ 595,400 | $ 30,000 | |||||
Acquisition and integration costs | $ 10,400 | 3,400 | |||||
Northwest Retail | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 5,500 | ||||||
Acquisition and integration costs | $ 300 | ||||||
Number of retail stores | retailStore | 3 | ||||||
Property, plant, and equipment | $ 2,000 | ||||||
Lease obligation | 800 | ||||||
Assumed inventory | 500 | ||||||
Acquisitions | $ 2,100 | ||||||
Yellowstone Energy Limited Partnership | Billings Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Ownership interest (in percent) | 65% | 65% | 65% | ||||
Yellowstone Pipeline Company | |||||||
Business Acquisition [Line Items] | |||||||
Ownership interest (in percent) | 40% | ||||||
Yellowstone Pipeline Company | Billings Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Ownership interest (in percent) | 40% | 40% |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Details) - Billings Acquisition $ in Thousands | Oct. 20, 2022 USD ($) |
Business Acquisition [Line Items] | |
Trade accounts receivable | $ 2,387 |
Inventories | 299,176 |
Property, plant, and equipment | 259,088 |
Operating lease right-of-use assets | 3,562 |
Investment in refining and logistics subsidiaries | 86,600 |
Other long-term assets | 4,094 |
Total assets | 654,907 |
Current operating lease liabilities | 2,081 |
Other current liabilities | 7,056 |
Environmental liabilities | 18,869 |
Long-term operating lease liabilities | 1,481 |
Total liabilities | 29,487 |
Total | 625,420 |
Refining | |
Business Acquisition [Line Items] | |
Total assets | 538,700 |
Logistics | |
Business Acquisition [Line Items] | |
Total assets | $ 116,200 |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro Forma Financial Information (Details) - Billings Acquisition - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Revenues | $ 9,172,821 | $ 10,033,522 |
Net income | $ 847,740 | $ 419,441 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract receivable | $ 311.1 | $ 242.5 |
Deferred revenue | $ 15.2 | $ 11.5 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 8,231,955 | $ 7,321,785 | $ 4,710,089 |
Refining | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 7,969,480 | 7,046,060 | 4,471,111 |
Refining | Gasoline | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 2,689,350 | 1,999,065 | 1,472,335 |
Refining | Distillates | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 3,412,819 | 3,139,807 | 1,927,851 |
Refining | Other refined products | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,718,961 | 1,890,813 | 1,065,555 |
Refining | Merchandise | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Refining | Transportation and terminalling services | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Refining | Other revenue | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 148,350 | 16,375 | 5,370 |
Logistics | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 260,779 | 198,821 | 184,734 |
Logistics | Gasoline | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Logistics | Distillates | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Logistics | Other refined products | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Logistics | Merchandise | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Logistics | Transportation and terminalling services | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 260,779 | 198,821 | 184,734 |
Logistics | Other revenue | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Retail | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 592,480 | 570,206 | 456,416 |
Retail | Gasoline | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 438,058 | 428,959 | 333,396 |
Retail | Distillates | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 49,651 | 46,392 | 27,057 |
Retail | Other refined products | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Retail | Merchandise | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 101,529 | 91,289 | 92,004 |
Retail | Transportation and terminalling services | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Retail | Other revenue | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 3,242 | $ 3,566 | $ 3,959 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Crude oil and feedstocks | $ 343,856 | $ 377,618 |
Refined products and blendstock | 491,920 | 356,664 |
Warehouse stock and other | 324,619 | 307,701 |
Total | 1,160,395 | 1,041,983 |
RINs and environmental obligations | 286,904 | 549,791 |
Titled Inventory | ||
Inventory [Line Items] | ||
Crude oil and feedstocks | 175,307 | 112,082 |
Refined products and blendstock | 358,236 | 188,040 |
Warehouse stock and other | 324,619 | 307,701 |
Total | 858,162 | 607,823 |
Supply and Offtake Agreement | ||
Inventory [Line Items] | ||
Crude oil and feedstocks | 168,549 | 265,536 |
Refined products and blendstock | 133,684 | 168,624 |
Warehouse stock and other | 0 | 0 |
Total | 302,233 | 434,160 |
Renewable Identification Numbers “RINs” and Environmental Credits | ||
Inventory [Line Items] | ||
Warehouse stock and other | $ 237,600 | $ 258,200 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Percentage of inventory values at the LIFO method (in percent) | 26% | 22% |
Reserves for the lower of cost or market value of inventory | $ 0 | $ 0 |
Inventory, LIFO reserve | $ 36,100,000 | $ 46,400,000 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Advances to suppliers for crude purchases | $ 65,531 | $ 0 |
Collateral posted with broker for derivative instruments | 21,763 | 40,788 |
Billings Acquisition deposit | 0 | 30,000 |
Prepaid insurance | 20,235 | 15,639 |
Derivative assets | 43,356 | 0 |
Prepaid environmental credits | 20,756 | 0 |
Other | 10,764 | 5,616 |
Total | $ 182,405 | $ 92,043 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment and Impairment of Long-Lived Assets - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 194,623 | $ 153,804 |
Buildings and equipment | 1,361,828 | 1,050,898 |
Other | 21,350 | 19,865 |
Total property, plant, and equipment | 1,577,801 | 1,224,567 |
Less accumulated depreciation and amortization | (478,413) | (388,733) |
Property, plant, and equipment, net | $ 1,099,388 | $ 835,834 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment and Impairment of Long-Lived Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 94,000 | $ 75,000 | $ 77,200 |
Impairment expense | 0 | 0 | 1,838 |
Fair Value Idling | |||
Property, Plant and Equipment [Line Items] | |||
Impairment expense | 200 | ||
Capital Project | |||
Property, Plant and Equipment [Line Items] | |||
Impairment expense | $ 0 | $ 0 | $ 1,700 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Asset retirement obligation - beginning of period | $ 15,375 | $ 14,414 | $ 10,636 |
Accretion expense | 965 | 934 | 873 |
Revision in estimate | 0 | 116 | 3,602 |
Liabilities settled during period | 0 | (89) | (697) |
Asset retirement obligation - end of period | $ 16,340 | $ 15,375 | $ 14,414 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 USD ($) retailStore | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Goodwill [Roll Forward] | ||||
Balance at beginning of period | $ 129,325 | $ 127,262 | $ 127,997 | |
Divestitures | $ (50) | (50) | (57) | (735) |
Acquisitions | 2,120 | |||
Balance at end of period | $ 129,325 | $ 129,275 | $ 129,325 | $ 127,262 |
Number of retail stores | retailStore | 3 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Gross carrying value of goodwill | $ 205 | $ 205 | $ 202.9 |
Accumulated impairment charges | 75.8 | 75.7 | 75.6 |
Amortization expense | $ 2.7 | $ 2.7 | $ 2.7 |
Average useful life (in years) | 13 years 6 months |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 38,592 | $ 38,592 |
Total accumulated amortization | (27,674) | (25,015) |
Total intangible assets, net | 10,918 | 13,577 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 6,267 | 6,267 |
Total accumulated amortization | (5,470) | (5,383) |
Total intangible assets, net | 797 | 884 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 32,064 | 32,064 |
Total accumulated amortization | (22,204) | (19,632) |
Total intangible assets, net | 9,860 | 12,432 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 261 | 261 |
Total accumulated amortization | 0 | 0 |
Total intangible assets, net | $ 261 | $ 261 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 1,400 | |
2025 | 979 | |
2026 | 979 | |
2027 | 979 | |
2028 | 979 | |
Thereafter | 5,602 | |
Total intangible assets, net | $ 10,918 | $ 13,577 |
Inventory Financing Agreement_2
Inventory Financing Agreements - Schedule Obligations Under Inventory Financing Agreements (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Supply Commitment [Line Items] | ||
Obligations under inventory financing agreements | $ 594,362 | $ 893,065 |
Supply and Offtake Agreement | ||
Supply Commitment [Line Items] | ||
Obligations under inventory financing agreements | 594,362 | 732,511 |
Washington Refinery Intermediation Agreement | ||
Supply Commitment [Line Items] | ||
Obligations under inventory financing agreements | 0 | 160,554 |
LC Facility due 2024 | ||
Supply Commitment [Line Items] | ||
Obligations under inventory financing agreements | $ 0 | $ 0 |
Inventory Financing Agreement_3
Inventory Financing Agreements - Supply and Offtake Agreements (Details) | 12 Months Ended | |||||||||
Jul. 01, 2022 | Jun. 01, 2022 | Jul. 01, 2021 USD ($) | Dec. 31, 2023 USD ($) contract | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 26, 2023 day | Apr. 25, 2022 USD ($) | Jun. 01, 2021 USD ($) mbpd d | May 31, 2021 USD ($) | |
Supply and offtake agreement, fee agreement | contract | 0 | |||||||||
Supply and Offtake Agreement | ||||||||||
Barrels of crude per day provided by J. Aron | mbpd | 150 | |||||||||
Inventory maintain minimum liquidity of not less than amount | $ 15,000,000 | |||||||||
Number of consecutive business days | 3 | 3 | ||||||||
Inventory liquidity consisting of cash and cash equivalents | $ 15,000,000 | |||||||||
Amount of deferred payment arrangement | $ 165,000,000 | $ 215,000,000 | ||||||||
Percentage of receivables and inventory for deferred payment (in percent) | 85% | |||||||||
Percentage of receivables for deferred payment (in percent) | 85% | |||||||||
Purchase and supply commitment deferred payment arrangement inventory amount | $ 82,500,000 | 107,500,000 | ||||||||
Percentage of inventory for deferred payment (in percent) | 85% | |||||||||
Deferred payment arrangement, reserve amount | 5,000,000 | |||||||||
Deferred payment arrangement, outstanding threshold | $ 165,000,000 | |||||||||
Fixed market fees | $ 8,800,000 | $ 13,500,000 | ||||||||
Fee agreement receivable | $ 8,700,000 | |||||||||
Number of fee agreement payments | $ 0 | |||||||||
Supply and Offtake Agreement | London Interbank Offered Rate (LIBOR) | ||||||||||
Basis spread on variable rate (in percent) | 4% | 3.50% | ||||||||
Deferred payment availability fee (in percent) | 0.75% | 0.75% | ||||||||
Supply and Offtake Agreement | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||||
Basis spread on variable rate (in percent) | 3.50% | |||||||||
Supply and Offtake Agreement | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||||
Basis spread on variable rate (in percent) | 4% |
Inventory Financing Agreement_4
Inventory Financing Agreements - LC Facility due 2024 (Details) | Jul. 26, 2023 USD ($) day | Jun. 01, 2021 USD ($) d |
Supply and Offtake Agreement | ||
Supply Commitment [Line Items] | ||
Number of consecutive business days | 3 | 3 |
Inventory maintain minimum liquidity of not less than amount | $ 15,000,000 | |
Inventory liquidity consisting of cash and cash equivalents | $ 15,000,000 | |
LC Facility due 2024 | Supply and Offtake Agreement | ||
Supply Commitment [Line Items] | ||
Inventory maintain minimum liquidity of not less than amount | $ 15,000,000 | |
Inventory liquidity consisting of cash and cash equivalents | 15,000,000 | |
Revolving Credit Facility | LC Facility due 2024 | Line of Credit | ||
Supply Commitment [Line Items] | ||
Line credit maximum borrowing amount | 120,000,000 | |
Line of credit facility, accordion feature, higher borrowing capacity option | 350,000,000 | |
Commitment fee amount | $ 750 | |
Commitment fee (in percent) | 0.25% | |
Revolving Credit Facility | LC Facility due 2024 | Line of Credit | Secured Overnight Financing Rate (SOFR) | ||
Supply Commitment [Line Items] | ||
Basis spread on variable rate (in percent) | 2.50% | |
Revolving Credit Facility | LC Facility due 2024 | Line of Credit | Cost of Funds Rate | ||
Supply Commitment [Line Items] | ||
Basis spread on variable rate (in percent) | 2.50% | |
Revolving Credit Facility | LC Facility due 2024 | Line of Credit | Base Rate Loans | ||
Supply Commitment [Line Items] | ||
Basis spread on variable rate (in percent) | 1.50% | |
Revolving Credit Facility | LC Facility due 2024 | Line of Credit | Trade Letter of Credit | ||
Supply Commitment [Line Items] | ||
Interest rate during period (in percent) | 2% | |
Revolving Credit Facility | LC Facility due 2024 | Line of Credit | Performance Letter of Credit | ||
Supply Commitment [Line Items] | ||
Interest rate during period (in percent) | 2.25% |
Inventory Financing Agreement_5
Inventory Financing Agreements - Washington Refinery Intermediation Agreement (Details) - Washington Refinery Intermediation Agreement | Dec. 31, 2023 USD ($) |
Supply Commitment [Line Items] | |
Termination fee | $ 1,500,000 |
Letters of credit outstanding | $ 0 |
Inventory Financing Agreement_6
Inventory Financing Agreements - Outstanding Borrowings, Letters of Credit, and Contractual Undertaking Obligations Under the Intermediation Agreements (Details) - Washington Refinery Intermediation Agreement - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Supply Commitment [Line Items] | ||
Issued letters of credit | $ 0 | |
Discretionary Draw Facility | ||
Supply Commitment [Line Items] | ||
Outstanding borrowings | 165,459,000 | $ 204,843,000 |
Borrowing capacity | 175,891,000 | 204,843,000 |
MLC receivable advances | ||
Supply Commitment [Line Items] | ||
Outstanding borrowings | 0 | 56,601,000 |
Borrowing capacity | 0 | 56,601,000 |
MLC receivable advances | Letter of Credit | ||
Supply Commitment [Line Items] | ||
Issued letters of credit | 0 | 115,001,000 |
LC Facility due 2024 | ||
Supply Commitment [Line Items] | ||
Outstanding borrowings | 0 | 0 |
Borrowing capacity | 120,000,000 | 0 |
LC Facility | Letter of Credit | ||
Supply Commitment [Line Items] | ||
Issued letters of credit | $ 13,000,000 | $ 0 |
Inventory Financing Agreement_7
Inventory Financing Agreements - Schedule of Inventory Intermediation Fees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supply Commitment [Line Items] | |||
Inventory intermediation fees | $ 6,838,109 | $ 6,376,014 | $ 4,338,474 |
Interest expense and financing costs, net | 72,450 | 68,288 | 66,493 |
Supply and Offtake Agreement | |||
Supply Commitment [Line Items] | |||
Interest expense and financing costs, net | 7,149 | 6,150 | 3,015 |
Supply and Offtake Agreement | Inventory Intermediation | |||
Supply Commitment [Line Items] | |||
Inventory intermediation fees | 56,164 | 100,610 | 21,612 |
Supply and Offtake Agreement | Inventory Intermediation | Mandatory Market Structure Roll Fees | |||
Supply Commitment [Line Items] | |||
Inventory intermediation fees | 13,500 | 63,300 | 4,000 |
Washington Refinery Intermediation Agreement | |||
Supply Commitment [Line Items] | |||
Interest expense and financing costs, net | 9,280 | 10,111 | 4,900 |
Washington Refinery Intermediation Agreement | Inventory Intermediation | |||
Supply Commitment [Line Items] | |||
Inventory intermediation fees | 2,250 | 3,000 | 3,236 |
LC Facility due 2024 | |||
Supply Commitment [Line Items] | |||
Interest expense and financing costs, net | $ 1,667 | $ 0 | $ 0 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Accrued Liabilities [Line Items] | ||
Accrued payroll and other employee benefits | $ 40,533 | $ 27,815 |
Gross environmental credit obligations | 286,904 | 549,791 |
Derivative liabilities | 27,725 | 10,989 |
Deferred revenue | 15,220 | 11,457 |
Other | 51,380 | 40,442 |
Total | 421,762 | 640,494 |
Warehouse stock and other | 324,619 | 307,701 |
Renewable Identification Numbers “RINs” and Environmental Credits | ||
Other Accrued Liabilities [Line Items] | ||
Derivative liabilities | 295,900 | |
Warehouse stock and other | $ 237,600 | $ 258,200 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 665,621 | $ 515,439 | |
Other long-term debt | 4,746 | 0 | |
Less: unamortized discount and deferred financing costs | (14,763) | (9,907) | |
Total debt, net of unamortized discount and deferred financing costs | 650,858 | 505,532 | |
Less: current maturities, net of unamortized discount and deferred financing costs | (4,255) | (10,956) | |
Long-term debt, net of current maturities | 646,603 | 494,576 | |
Term Loan Credit Agreement due 2030 | Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 545,875 | 0 | |
7.75% Senior Secured Notes due 2025 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate (in percent) | 7.75% | 7.75% | |
Principal amount of long-term debt | $ 0 | 281,000 | |
Term Loan B Facility due 2026 | Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 0 | 203,125 | |
12.875% Senior Secured Notes due 2026 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate (in percent) | 12.875% | 12.875% | |
Principal amount of long-term debt | $ 0 | 31,314 | |
Revolving Credit Facility | ABL Credit Facility due 2028 | |||
Debt Instrument [Line Items] | |||
Principal amount of long-term debt | $ 115,000 | $ 0 |
Debt - Long-Term Debt Maturitie
Debt - Long-Term Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 6,138 | |
2025 | 6,169 | |
2026 | 6,201 | |
2027 | 6,234 | |
2028 | 121,269 | |
Thereafter | 519,610 | |
Total | $ 665,621 | $ 515,439 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Revolving Credit Facility | ABL Credit Facility due 2028 | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding | $ 133.7 | $ 19.5 |
Letters of Credit and Surety Bonds | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding | $ 56.2 | $ 5.9 |
Debt - ABL Credit Facility due
Debt - ABL Credit Facility due 2028 (Details) - USD ($) | May 30, 2023 | Apr. 26, 2023 | Dec. 31, 2023 | Oct. 04, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||||
Principal amount of long-term debt | $ 665,621,000 | $ 515,439,000 | |||
Revolving Credit Facility | Initial Facility | |||||
Debt Instrument [Line Items] | |||||
Proceeds from lines of credit | $ 65,000,000 | ||||
Revolving Credit Facility | Initial Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Line credit maximum borrowing amount | $ 150,000,000 | ||||
Revolving Credit Facility | ABL Credit Facility due 2028 | |||||
Debt Instrument [Line Items] | |||||
Deferred finance costs, net | $ 700,000 | ||||
Principal amount of long-term debt | 115,000,000 | $ 0 | |||
Line of credit facility, borrowing base | $ 603,700,000 | ||||
Revolving Credit Facility | ABL Credit Facility due 2028 | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Effective interest rate (in percent) | 2.65% | ||||
Revolving Credit Facility | ABL Credit Facility due 2028 | Line of Credit | Base Rate Loans | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 0.50% | ||||
Revolving Credit Facility | ABL Credit Facility due 2028 | Line of Credit | Base Rate Loans | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 0.25% | ||||
Revolving Credit Facility | ABL Credit Facility due 2028 | Line of Credit | Base Rate Loans | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 0.75% | ||||
Revolving Credit Facility | ABL Credit Facility due 2028 | Line of Credit | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 1.50% | ||||
Revolving Credit Facility | ABL Credit Facility due 2028 | Line of Credit | Secured Overnight Financing Rate (SOFR) | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 1.25% | ||||
Revolving Credit Facility | ABL Credit Facility due 2028 | Line of Credit | Secured Overnight Financing Rate (SOFR) | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 1.75% | ||||
Revolving Credit Facility | Billings Incremental Facility | |||||
Debt Instrument [Line Items] | |||||
Proceeds from lines of credit | 250,000,000 | ||||
Revolving Credit Facility | Billings Incremental Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Line credit maximum borrowing amount | $ 450,000,000 | ||||
Revolving Credit Facility | Second Amendment to ABL Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Line credit maximum borrowing amount | $ 400,000,000 | ||||
Borrowing capacity | $ 900,000,000 |
Debt - ABL Credit Facility Appl
Debt - ABL Credit Facility Applicable Margins (Details) - ABL Loan Agreement | Feb. 02, 2022 |
Borrowing Base Greater than 50% | Term SOFR Loans | |
Debt Instrument [Line Items] | |
Debt instrument margin rate | 1.25% |
Borrowing Base Greater than 50% | Base Rate Loans | |
Debt Instrument [Line Items] | |
Debt instrument margin rate | 0.25% |
Borrowing Base Greater than 30% and less than or Equal to 50% | Term SOFR Loans | |
Debt Instrument [Line Items] | |
Debt instrument margin rate | 1.50% |
Borrowing Base Greater than 30% and less than or Equal to 50% | Base Rate Loans | |
Debt Instrument [Line Items] | |
Debt instrument margin rate | 0.50% |
Borrowing Base Less Than or Equal to 30% | Term SOFR Loans | |
Debt Instrument [Line Items] | |
Debt instrument margin rate | 1.75% |
Borrowing Base Less Than or Equal to 30% | Base Rate Loans | |
Debt Instrument [Line Items] | |
Debt instrument margin rate | 0.75% |
Debt - Term Loan Credit Agreeme
Debt - Term Loan Credit Agreement due 2030 (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2023 | Dec. 31, 2023 | |
Term Loan Credit Agreement due 2030 | Term Loan | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 550,000,000 | |
Debt instrument, price (in percent) | 98.50% | |
Debt modification costs | $ 2,800,000 | |
Periodic payment, principal amount | $ 1,400,000 | |
7.75% Senior Secured Notes due 2025 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (in percent) | 7.75% | 7.75% |
12.875% Senior Secured Notes due 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate (in percent) | 12.875% | 12.875% |
Debt - Term Loan Agreement (Det
Debt - Term Loan Agreement (Details) - Term Loan Credit Agreement due 2030 - Term Loan | Feb. 28, 2023 |
Prime Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (in percent) | 1.50% |
Secured Overnight Financing Rate (SOFR) | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (in percent) | 4.25% |
Step Down Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (in percent) | 0.25% |
Base Rate Loans | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (in percent) | 3.25% |
Federal Funds Rate Plus | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (in percent) | 0.50% |
One Month SOFR Plus | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (in percent) | 1% |
Debt - Retail Property Term Loa
Debt - Retail Property Term Loan (Details) - Retail Property Term Loan - Term Loan - USD ($) $ in Millions | 12 Months Ended | |
Feb. 23, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Debt extinguishment costs | $ 1.4 | |
London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (in percent) | 1.50% |
Debt - 7.75% Senior Secured Not
Debt - 7.75% Senior Secured Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Mar. 17, 2023 | Feb. 28, 2023 | Jul. 14, 2022 | May 24, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 1,317,709 | $ 446,863 | $ 329,315 | ||||
Debt extinguishment costs | 8,742 | 3,483 | 5,618 | ||||
Debt extinguishment and commitment costs | $ (19,182) | (5,329) | $ (8,144) | ||||
Senior Notes | 7.75% Senior Secured Notes due 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate (in percent) | 7.75% | 7.75% | |||||
Repayments of debt | $ 260,600 | $ 10,000 | $ 5,000 | ||||
Redemption price (in percent) | 101.94% | 102.12% | 95% | 97.50% | |||
Aggregate discount | 600 | ||||||
Debt extinguishment costs | $ 200 | ||||||
Payment (proceeds) from the extinguishment of debt costs | $ 5,900 | ||||||
Debt extinguishment and commitment costs | $ 3,400 |
Debt - Term Loan B Facility (De
Debt - Term Loan B Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Feb. 28, 2023 | Jan. 11, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Debt extinguishment and commitment costs | $ (19,182) | $ (5,329) | $ (8,144) | ||
Term Loan | Term Loan B Facility due 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt extinguishment and commitment costs | $ 1,700 | ||||
Periodic payment, principal amount | $ 3,100 | ||||
Term Loan | Term Loan B Facility due 2026 | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 6.75% | ||||
Term Loan | Term Loan B Facility due 2026 | Base Rate Loans | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 5.75% |
Debt - 12.875% Senior Secured N
Debt - 12.875% Senior Secured Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Mar. 17, 2023 | Feb. 28, 2023 | Jun. 13, 2022 | May 27, 2022 | May 16, 2022 | Jun. 14, 2021 | May 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||||
Repayments of debt | $ 1,317,709 | $ 446,863 | $ 329,315 | |||||||
Debt extinguishment and commitment costs | $ (19,182) | (5,329) | (8,144) | |||||||
12.875% Senior Secured Notes due 2026 | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate (in percent) | 12.875% | 12.875% | ||||||||
Repayments of debt | $ 29,000 | $ 1,300 | $ 21,700 | $ 13,900 | $ 36,800 | |||||
Redemption price (in percent) | 109.044% | 111% | 112.875% | 111.25% | ||||||
Redemption value | 4,700 | |||||||||
Debt extinguishment costs | $ 1,900 | |||||||||
Payment (proceeds) from the extinguishment of debt costs | $ 2,800 | 4,100 | ||||||||
Debt extinguishment and commitment costs | $ 1,100 | $ 1,600 | ||||||||
12.875% Senior Secured Notes due 2026 | Senior Notes | Wilmington Trust Company | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price (in percent) | 108.616% |
Debt - Other long-term debt (De
Debt - Other long-term debt (Details) - Property Loan - Kahului, Hawaii and Hilo, Hawaii - Promissory Notes | Jun. 07, 2023 USD ($) promissoryNote |
Debt Instrument [Line Items] | |
Number of promissory notes | promissoryNote | 2 |
Debt instrument, face amount | $ | $ 5,100,000 |
Debt instrument, interest rate (in percent) | 4.625% |
Debt - Guarantors (Details)
Debt - Guarantors (Details) $ in Millions | Feb. 14, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Initial offering price | $ 750 |
Derivatives - Schedule of Notio
Derivatives - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) bbl in Thousands | 12 Months Ended |
Dec. 31, 2023 bbl | |
Credit Derivatives [Line Items] | |
Purchases | 63,655 |
Sales | (69,894) |
Net | (6,239) |
Commodity derivatives | |
Credit Derivatives [Line Items] | |
Purchases | 27,604 |
Sales | (28,104) |
Net | (500) |
Swaps | |
Credit Derivatives [Line Items] | |
Purchases | 36,051 |
Sales | (41,790) |
Net | (5,739) |
Derivatives - Schedule of Optio
Derivatives - Schedule of Option Collars at Each of Our Refineries (Details) | 12 Months Ended |
Dec. 31, 2023 $ / bbl bbl | |
Option Collars | |
Derivative [Line Items] | |
Derivative contracts, barrels | bbl | 1,394 |
Option Collar Floor | |
Derivative [Line Items] | |
Derivative, average price risk option strike price (in dollars per barrel) | 61.69 |
Option Collar Ceiling | |
Derivative [Line Items] | |
Derivative, average price risk option strike price (in dollars per barrel) | 82.97 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) $ in Millions | Dec. 31, 2023 USD ($) | Apr. 12, 2023 | Dec. 31, 2022 derivative | Dec. 31, 2020 |
Derivative [Line Items] | ||||
Derivative, average fixed interest rate (in percent) | 3.91% | |||
Number of derivatives held | derivative | 0 | |||
Secured Overnight Financing Rate (SOFR) | ||||
Derivative [Line Items] | ||||
Interest rate cap (in percent) | 5.50% | |||
Derivative, average fixed interest rate (in percent) | 2.30% | |||
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Notional amount | $ | $ 300 |
Derivatives - Fair Value Amount
Derivatives - Fair Value Amounts of Derivatives and Placement in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid and other current assets | Fair Value, Measurements, Recurring | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | $ 21,800 | $ 40,800 |
Other accrued liabilities | Fair Value, Measurements, Recurring | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | 27,200 | |
Other long-term assets | Fair Value, Measurements, Recurring | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cash collateral | 9,500 | 9,500 |
Commodity derivatives | Prepaid and other current assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair Value, Net Asset (Liability) | 43,356 | 495 |
Commodity derivatives | Other accrued liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair Value, Net Asset (Liability) | (530) | (10,989) |
J. Aron repurchase obligation derivative | Obligations under inventory financing agreements | Over the Counter | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair Value, Net Asset (Liability) | (392) | (12,156) |
MLC terminal obligation derivative | Obligations under inventory financing agreements | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair Value, Net Asset (Liability) | 0 | 14,435 |
Interest rate derivatives | Other liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair Value, Net Asset (Liability) | $ (821) | $ 0 |
Derivatives - Schedule of Pre-T
Derivatives - Schedule of Pre-Tax Gain (Loss) Recognized in the Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commodity derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivatives gain (loss) | $ (16,701) | $ (65,814) | $ (22,417) |
J. Aron repurchase obligation derivative | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivatives gain (loss) | 11,764 | 2,995 | 5,646 |
MLC terminal obligation derivative | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivatives gain (loss) | (34,149) | (49,636) | (73,256) |
Interest rate derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivatives gain (loss) | $ (821) | $ 0 | $ 104 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Acquired and Liabilities Assumed (Details) - Billings Acquisition $ in Thousands | Oct. 20, 2022 USD ($) |
Net working capital excluding operating leases | $ 294,507 |
Property, plant, and equipment | 259,088 |
Operating lease right-of-use assets | 3,562 |
Investment in refining and logistics subsidiaries | 86,600 |
Other long-term assets | 4,094 |
Current operating lease liabilities | (2,081) |
Long-term operating lease liabilities | (1,481) |
Environmental liabilities | (18,869) |
Total | $ 625,420 |
Operating lease, discount rate (in percent) | 9.60% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) $ / bbl | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 28, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||||
Impairment expense | $ | $ 0 | $ 0 | $ 1,838 | |
Derivative forward weighted average price (in dollars per barrel) | 13.75 | |||
Derivative forward discount price (in dollars per barrel) | 7.74 | |||
Derivative forward premium price (in dollars per barrel) | 36.07 | |||
7.75% Senior Secured Notes due 2025 | Senior Notes | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Debt instrument, interest rate (in percent) | 7.75% | |||
12.875% Senior Secured Notes due 2026 | Senior Notes | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Debt instrument, interest rate (in percent) | 12.875% | 12.875% | ||
Fair Value Idling | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Impairment expense | $ | $ 200 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Amounts by Hierarchy Level (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities | ||
Net Carrying Value on Balance Sheet | $ (27,725) | $ (10,989) |
Warehouse stock and other | 324,619 | 307,701 |
Renewable Identification Numbers “RINs” and Environmental Credits | ||
Liabilities | ||
Net Carrying Value on Balance Sheet | (295,900) | |
Warehouse stock and other | 237,600 | 258,200 |
Other accrued liability | ||
Liabilities | ||
Warehouse stock and other | 232,700 | |
Fair Value, Measurements, Recurring | ||
Liabilities | ||
Liabilities, fair value disclosure, gross | (287,897) | (727,916) |
Derivative liabilities, at fair value, net | 231,909 | 169,415 |
Financial and nonfinancial liabilities, fair value disclosure | (55,988) | (558,501) |
Fair Value, Measurements, Recurring | Prepaid and other current assets and other noncurrent assets | ||
Liabilities | ||
Cash collateral | 31,300 | 50,300 |
Fair Value, Measurements, Recurring | Level 1 | ||
Liabilities | ||
Liabilities, fair value disclosure, gross | (92,417) | (172,529) |
Fair Value, Measurements, Recurring | Level 2 | ||
Liabilities | ||
Liabilities, fair value disclosure, gross | (195,088) | (557,666) |
Fair Value, Measurements, Recurring | Level 3 | ||
Liabilities | ||
Liabilities, fair value disclosure, gross | (392) | 2,279 |
Fair Value, Measurements, Recurring | Exchange Traded | Commodity derivatives | ||
Assets | ||
Gross Fair Value | 275,265 | 169,910 |
Effect of Counter-party Netting | (231,909) | (169,415) |
Net carrying value on balance sheet | 43,356 | 495 |
Liabilities | ||
Gross Fair Value | (232,439) | (180,404) |
Effect of Counter-party Netting | 231,909 | 169,415 |
Net Carrying Value on Balance Sheet | (530) | (10,989) |
Fair Value, Measurements, Recurring | Exchange Traded | J. Aron repurchase obligation derivative | ||
Liabilities | ||
Gross Fair Value | (392) | (12,156) |
Effect of Counter-party Netting | 0 | 0 |
Net Carrying Value on Balance Sheet | (392) | (12,156) |
Fair Value, Measurements, Recurring | Exchange Traded | Interest rate derivatives | ||
Liabilities | ||
Gross Fair Value | (821) | |
Effect of Counter-party Netting | 0 | |
Net Carrying Value on Balance Sheet | (821) | |
Fair Value, Measurements, Recurring | Exchange Traded | MLC terminal obligation derivative | ||
Liabilities | ||
Gross Fair Value | 14,435 | |
Effect of Counter-party Netting | 0 | |
Net Carrying Value on Balance Sheet | 14,435 | |
Fair Value, Measurements, Recurring | Exchange Traded | Gross environmental credit obligations | ||
Liabilities | ||
Gross Fair Value | (54,245) | (549,791) |
Effect of Counter-party Netting | 0 | 0 |
Net Carrying Value on Balance Sheet | (54,245) | (549,791) |
Fair Value, Measurements, Recurring | Exchange Traded | Level 1 | Commodity derivatives | ||
Assets | ||
Gross Fair Value | 100,074 | 161,541 |
Liabilities | ||
Gross Fair Value | (92,417) | (172,529) |
Fair Value, Measurements, Recurring | Exchange Traded | Level 1 | J. Aron repurchase obligation derivative | ||
Liabilities | ||
Gross Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Exchange Traded | Level 1 | Interest rate derivatives | ||
Liabilities | ||
Gross Fair Value | 0 | |
Fair Value, Measurements, Recurring | Exchange Traded | Level 1 | MLC terminal obligation derivative | ||
Liabilities | ||
Gross Fair Value | 0 | |
Fair Value, Measurements, Recurring | Exchange Traded | Level 1 | Gross environmental credit obligations | ||
Liabilities | ||
Gross Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Exchange Traded | Level 2 | Commodity derivatives | ||
Assets | ||
Gross Fair Value | 175,191 | 8,369 |
Liabilities | ||
Gross Fair Value | (140,022) | (7,875) |
Fair Value, Measurements, Recurring | Exchange Traded | Level 2 | J. Aron repurchase obligation derivative | ||
Liabilities | ||
Gross Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Exchange Traded | Level 2 | Interest rate derivatives | ||
Liabilities | ||
Gross Fair Value | (821) | |
Fair Value, Measurements, Recurring | Exchange Traded | Level 2 | MLC terminal obligation derivative | ||
Liabilities | ||
Gross Fair Value | 0 | |
Fair Value, Measurements, Recurring | Exchange Traded | Level 2 | Gross environmental credit obligations | ||
Liabilities | ||
Gross Fair Value | (54,245) | (549,791) |
Fair Value, Measurements, Recurring | Exchange Traded | Level 3 | Commodity derivatives | ||
Assets | ||
Gross Fair Value | 0 | 0 |
Liabilities | ||
Gross Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Exchange Traded | Level 3 | J. Aron repurchase obligation derivative | ||
Liabilities | ||
Gross Fair Value | (392) | (12,156) |
Fair Value, Measurements, Recurring | Exchange Traded | Level 3 | Interest rate derivatives | ||
Liabilities | ||
Gross Fair Value | 0 | |
Fair Value, Measurements, Recurring | Exchange Traded | Level 3 | MLC terminal obligation derivative | ||
Liabilities | ||
Gross Fair Value | 14,435 | |
Fair Value, Measurements, Recurring | Exchange Traded | Level 3 | Gross environmental credit obligations | ||
Liabilities | ||
Gross Fair Value | $ 0 | $ 0 |
Fair Value Measurements - Roll
Fair Value Measurements - Roll Forward of Level 3 Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, beginning of period | $ 2,279 | $ (37,321) | $ (30,958) |
Settlements | 19,714 | 86,242 | 61,247 |
Total gains (losses) included in earnings | (22,385) | (46,642) | (67,610) |
Balance, end of period | $ (392) | $ 2,279 | $ (37,321) |
Fair Value Recurring Basis Unobservable Input Reconciliation Liability Gain Loss Statement Of Income Extensible List Not Disclosed Flag | Total gains (losses) included in earnings (1) | Total gains (losses) included in earnings (1) | Total gains (losses) included in earnings (1) |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Fair Value of Long-Term Debt and Other Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 |
Senior Notes | 7.75% Senior Secured Notes due 2025 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, interest rate (in percent) | 7.75% | 7.75% | |
Senior Notes | 12.875% Senior Secured Notes due 2026 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, interest rate (in percent) | 12.875% | 12.875% | |
Level 3 | Carrying Value | ABL Credit Facility due 2028 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | $ 115,000 | ||
Level 3 | Carrying Value | LC Facility due 2024 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 0 | ||
Level 3 | Carrying Value | Prior ABL Credit Facility due 2025 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | $ 0 | ||
Level 3 | Fair Value | ABL Credit Facility due 2028 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 115,000 | ||
Level 3 | Fair Value | LC Facility due 2024 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 0 | ||
Level 3 | Fair Value | Prior ABL Credit Facility due 2025 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 0 | ||
Level 2 | Carrying Value | Term Loan Credit Agreement due 2030 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 531,112 | ||
Level 2 | Carrying Value | Other long-term debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 4,746 | ||
Level 2 | Carrying Value | 7.75% Senior Secured Notes due 2025 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 277,137 | ||
Level 2 | Carrying Value | Term Loan B Facility due 2026 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 198,268 | ||
Level 2 | Carrying Value | 12.875% Senior Secured Notes due 2026 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 30,127 | ||
Level 2 | Fair Value | Term Loan Credit Agreement due 2030 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 545,875 | ||
Level 2 | Fair Value | Other long-term debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | $ 4,387 | ||
Level 2 | Fair Value | 7.75% Senior Secured Notes due 2025 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 276,785 | ||
Level 2 | Fair Value | Term Loan B Facility due 2026 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | 201,094 | ||
Level 2 | Fair Value | 12.875% Senior Secured Notes due 2026 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | $ 34,029 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | |||||
Mar. 12, 2021 USD ($) Property | Feb. 23, 2021 USD ($) retail_site | Feb. 11, 2021 USD ($) retail_site option | Dec. 31, 2023 USD ($) option | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Lessee, lease, number of renewal option | option | 1 | |||||
Operating lease undiscounted amount | $ 22,500,000 | |||||
Finance lease undiscounted amount | 0 | |||||
Number of real estate properties | retail_site | 21 | 22 | ||||
Sale leaseback transaction, aggregate purchase price | $ 5,800,000 | $ 107,000,000 | $ 112,800,000 | |||
Number of properties | Property | 1 | |||||
Gain on sale of assets, net | 59,000 | $ 169,000 | $ 64,697,000 | |||
Sale-leaseback transaction term of contract (in years) | 15 years | |||||
Number of renewal terms | option | 4 | |||||
Sale-leaseback transaction renewal terms (in years) | 5 years | |||||
Operating lease right-of-use assets | 346,454,000 | $ 350,761,000 | ||||
Lease Agreements | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Gain on sale of assets, net | $ 63,900,000 | |||||
Operating lease right-of-use assets | 81,300,000 | |||||
Other liabilities | $ 12,400,000 | |||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease, remaining lease term (or more than 30 years) | 1 year | |||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease, remaining lease term (or more than 30 years) | 30 years |
Leases - Leased Assets and Liab
Leases - Leased Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finance | ||
Property, plant, and equipment | $ 28,264 | $ 21,150 |
Accumulated amortization | (12,212) | (10,308) |
Property, plant, and equipment, net | 16,052 | 10,842 |
Operating | ||
Operating lease right-of-use assets | 346,454 | 350,761 |
Total right-of-use assets | 362,506 | 361,603 |
Current | ||
Finance | 1,820 | 1,782 |
Operating | 72,833 | 66,081 |
Long-term | ||
Finance | 12,438 | 6,311 |
Operating | 282,517 | 292,701 |
Total lease liabilities | $ 369,608 | $ 366,875 |
Weighted-average remaining lease term (in years) | ||
Finance | 11 years 7 days | 5 years 7 months 6 days |
Operating | 8 years 8 months 1 day | 9 years |
Weighted-average discount rate | ||
Finance | 8.04% | 7.38% |
Operating | 7.24% | 7.10% |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant, and equipment, net | Property, plant, and equipment, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other accrued liabilities | Other accrued liabilities |
Leases - Lease Cost (Income) (D
Leases - Lease Cost (Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance lease cost | |||
Amortization of finance lease ROU assets | $ 1,906 | $ 1,917 | $ 1,913 |
Interest on lease liabilities | 636 | 619 | 655 |
Operating lease cost | 98,928 | 89,591 | 91,882 |
Variable lease cost | 9,246 | 5,478 | 6,716 |
Short-term lease cost | 13,500 | 8,575 | 1,013 |
Net lease cost | 124,216 | 106,180 | 102,179 |
Operating lease income | $ (14,908) | (11,030) | $ (3,149) |
Operating Lease Income Comprehensive Income Extensible List Not Disclosed Flag | Operating lease income (1) | ||
Property, plant, and equipment, net associated | $ 9,500 | $ 9,200 |
Leases - Cash Flow (Details)
Leases - Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of liabilities | |||
Financing cash flows from finance leases | $ 1,693 | $ 1,620 | $ 1,914 |
Operating cash flows from finance leases | 631 | 614 | 658 |
Operating cash flows from operating leases | 98,416 | 85,681 | 89,677 |
Non-cash supplemental amounts | |||
ROU assets obtained in exchange for new finance lease liabilities | 7,896 | 594 | 1,936 |
ROU assets obtained in exchange for new operating lease liabilities | 72,219 | 64,567 | 97,011 |
ROU assets terminated in exchange for release from finance lease liabilities | 0 | 0 | 0 |
ROU assets terminated in exchange for release from operating lease liabilities | $ 1,439 | $ 32,902 | $ 6,847 |
Leases - Maturity Schedule (Det
Leases - Maturity Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finance leases | ||
2024 | $ 3,414 | |
2025 | 2,668 | |
2026 | 2,222 | |
2027 | 2,027 | |
2028 | 1,206 | |
Thereafter | 9,856 | |
Total lease payments | 21,393 | |
Less amount representing interest | (7,135) | |
Present value of lease liabilities | 14,258 | |
Operating leases | ||
2024 | 93,583 | |
2025 | 63,897 | |
2026 | 57,383 | |
2027 | 56,067 | |
2028 | 52,023 | |
Thereafter | 134,526 | |
Total lease payments | 457,479 | |
Less amount representing interest | (102,129) | |
Present value of lease liabilities | 355,350 | |
Total | ||
2024 | 96,997 | |
2025 | 66,565 | |
2026 | 59,605 | |
2027 | 58,094 | |
2028 | 53,229 | |
Thereafter | 144,382 | |
Total lease payments | 478,872 | |
Less amount representing interest | (109,264) | |
Total lease liabilities | $ 369,608 | $ 366,875 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | One Major Customer | ||||
Long-term Purchase Commitment [Line Items] | ||||
Concentration risk (in percent) | 13% | 17% | 13% | |
Tesoro Corporation | Indemnification Agreement | ||||
Long-term Purchase Commitment [Line Items] | ||||
Guarantor obligations, deductible | $ 1,000 | |||
Guarantor obligations, maximum exposure, undiscounted | 15,000 | |||
Wyoming Refinery One | ||||
Long-term Purchase Commitment [Line Items] | ||||
Accrual for environmental loss contingencies | $ 14,000 | |||
Environmental costs recognized, period for recognition of one third costs (in years) | 5 years | |||
Environmental costs recognized, period for recognition (in years) | 30 years | |||
Wyoming Refinery Two | Waste Water Treatment System | ||||
Long-term Purchase Commitment [Line Items] | ||||
Accrual for environmental loss contingencies | $ 11,600 | |||
Wyoming Refinery | ||||
Long-term Purchase Commitment [Line Items] | ||||
Loss contingency, range of possible loss, portion not accrued | 300 | |||
Regulation of Greenhouse Gases | ||||
Long-term Purchase Commitment [Line Items] | ||||
Gain related to litigation settlement | $ 102,100 | |||
State Tax Authority | Washington Department Of Revenue | ||||
Long-term Purchase Commitment [Line Items] | ||||
Income tax examination, estimate of possible loss | $ 1,400 |
Stockholders' Equity - Issuance
Stockholders' Equity - Issuance of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||||||||
Feb. 28, 2023 | Jun. 13, 2022 | May 27, 2022 | May 16, 2022 | Jun. 14, 2021 | Mar. 16, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 15, 2021 | |
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||
Repayments of debt | $ 1,317,709 | $ 446,863 | $ 329,315 | |||||||
5.00% Convertible Senior Notes due 2021 | Convertible Debt | ||||||||||
Class of Stock [Line Items] | ||||||||||
Repurchase face amount | $ 48,700 | |||||||||
Debt instrument, interest rate (in percent) | 5% | |||||||||
12.875% Senior Secured Notes due 2026 | Senior Notes | ||||||||||
Class of Stock [Line Items] | ||||||||||
Repayments of debt | $ 29,000 | $ 1,300 | $ 21,700 | $ 13,900 | $ 36,800 | |||||
Debt instrument, interest rate (in percent) | 12.875% | 12.875% | ||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | 5,750 | |||||||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||||||
Public offering price, per share (in dollars per share) | $ 16 | |||||||||
Proceeds from equity offering | $ 87,200 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 02, 2023 | Nov. 10, 2021 | |
Class of Stock [Line Items] | ||||
Treasury stock acquired (in shares) | 1,841 | 420 | ||
Treasury stock, value, acquired, cost method | $ 62.1 | $ 5.8 | ||
Remaining authorized repurchase amount | $ 181.8 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 50 | |||
Common Stock | Minimum | ||||
Class of Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 50 | |||
Common Stock | Maximum | ||||
Class of Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 250 |
Stockholders' Equity - Incentiv
Stockholders' Equity - Incentive Plan and Stock Purchase Plan (Details) shares in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Class of Stock [Line Items] | |
Number of shares authorized (in shares) | 9 |
Available future grants and awards (in shares) | 3 |
Award vesting period (in years) | 4 years |
Expiration period (in years) | 8 years |
Anniversary period (in years) | 18 months |
Restricted Stock Awards | |
Class of Stock [Line Items] | |
Award vesting period (in years) | 4 years |
Restricted Stock Units | |
Class of Stock [Line Items] | |
Award vesting period (in years) | 3 years |
Cliff period (in years) | 1 year |
Employee Stock | Stock Purchase Plan | |
Class of Stock [Line Items] | |
Maximum stock purchase per employee | $ | $ 1,000,000 |
Stock purchase plan restricted sale of stock period (in years) | 2 years |
Percent of common stock granted in proportion to common stock purchased (in percent) | 20% |
Vesting percentage of restricted stock granted in relation to shares purchased under the stock purchase plan (in percent) | 50% |
Vesting period of restricted stock granted in relation to shares purchased under the stock purchase plan | 2 years |
Term for stock option purchase in relation to stock purchase plan (in years) | 5 years |
Vesting period of stock options purchased in relation to shares purchased under the stock purchase plan | 2 years |
Vesting percentage of purchase of stock options in relation to shares purchased under the stock purchase plan (in percent) | 50% |
Employee Stock | Stock Purchase Plan | Non-Employee Chairman | |
Class of Stock [Line Items] | |
Vesting percentage of purchase of stock options in relation to shares purchased under the stock purchase plan (in percent) | 50% |
Employee Stock | Stock Purchase Plan | Non-Employee Board Member | |
Class of Stock [Line Items] | |
Vesting percentage of purchase of stock options in relation to shares purchased under the stock purchase plan (in percent) | 35% |
Employee Stock | Stock Purchase Plan | Executive Officer | Minimum | |
Class of Stock [Line Items] | |
Vesting percentage of purchase of stock options in relation to shares purchased under the stock purchase plan (in percent) | 50% |
Employee Stock | Stock Purchase Plan | Executive Officer | Maximum | |
Class of Stock [Line Items] | |
Vesting percentage of purchase of stock options in relation to shares purchased under the stock purchase plan (in percent) | 70% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Compensation Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Awards | |||
Class of Stock [Line Items] | |||
Compensation expense | $ 7,774 | $ 5,172 | $ 4,657 |
Restricted Stock Units | |||
Class of Stock [Line Items] | |||
Compensation expense | 1,931 | 1,451 | 1,356 |
Stock Option Awards | |||
Class of Stock [Line Items] | |||
Compensation expense | $ 1,637 | $ 2,540 | $ 1,939 |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Plan (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (in shares) | 3,000 | ||
ESPP | Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Remaining number of shares authorized to be repurchase (in shares) | 374 | ||
Share-based compensation expense | $ 300 | $ 300 | $ 300 |
Discount from market price, offering date (in percent) | 15% | ||
Number of shares issued to employees (in shares) | 61 | 67 | 85 |
ESPP | Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Purchase price of common stock (in percent) | 85% | ||
Maximum purchase value during offering period, per employee | $ 15 | ||
ESPP | Employee Stock Purchase Plan | Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (in shares) | 800 | ||
ESPP | Employee Stock Purchase Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of purchase value during offering period, per employee (in percent) | 0% | ||
ESPP | Employee Stock Purchase Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of purchase value during offering period, per employee (in percent) | 10% |
Stockholders' Equity - Manageme
Stockholders' Equity - Management Stock Purchase Plan (Details) | 12 Months Ended |
Dec. 31, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of securities called to be received (in shares) | 1 |
Deferred and Matching Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued (in shares) | 0 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Awards | |||
Shares | |||
Unvested balance, beginning of period (in shares) | 794 | ||
Granted (in shares) | 428 | ||
Vested (in shares) | (375) | ||
Forfeited (in shares) | (21) | ||
Unvested balance, end of period (in shares) | 826 | 794 | |
Weighted- Average Grant Date Fair Value | |||
Unvested balance, beginning of period (in dollars per share) | $ 16.24 | ||
Granted (in dollars per share) | 26.30 | $ 15.27 | $ 16.38 |
Vested (in dollars per share) | 17.81 | ||
Forfeited (in dollars per share) | 19.20 | ||
Unvested balance, end of period (in dollars per share) | $ 20.90 | $ 16.24 | |
Fair value of restricted stock awards and restricted stock units vested | $ 6,677 | $ 5,718 | $ 4,370 |
Performance Restricted Stock Units | |||
Shares | |||
Unvested balance, beginning of period (in shares) | 113 | ||
Granted (in shares) | 90 | ||
Vested (in shares) | (36) | ||
Forfeited (in shares) | 0 | ||
Unvested balance, end of period (in shares) | 167 | 113 | |
Weighted- Average Grant Date Fair Value | |||
Unvested balance, beginning of period (in dollars per share) | $ 16.78 | ||
Granted (in dollars per share) | 27.47 | $ 14.91 | $ 16.52 |
Vested (in dollars per share) | 19.17 | ||
Forfeited (in dollars per share) | 0 | ||
Unvested balance, end of period (in dollars per share) | $ 22.03 | $ 16.78 | |
Fair value of performance restricted stock units vested | $ 686 | $ 1,343 | $ 940 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative - Restricted Stock Awards and Stock Option Grants (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Award vesting period (in years) | 4 years | ||
Restricted Stock Awards | |||
Class of Stock [Line Items] | |||
Compensation not yet recognized, share-based awards other than options | $ 11.4 | $ 8.8 | |
Compensation cost not yet recognized, period for recognition (in years) | 1 year 5 months 15 days | 1 year 8 months 8 days | |
Award vesting period (in years) | 4 years | ||
Performance Restricted Stock Units | |||
Class of Stock [Line Items] | |||
Compensation not yet recognized, share-based awards other than options | $ 2 | $ 0.7 | |
Compensation cost not yet recognized, period for recognition (in years) | 1 year 11 months 26 days | 1 year 8 months 8 days | |
Award vesting period (in years) | 3 years | ||
Stock Option Awards | |||
Class of Stock [Line Items] | |||
Compensation cost not yet recognized, period for recognition (in years) | 1 year 4 months 24 days | 1 year 9 months 14 days | |
Weighted average grant price (in dollars per share) | $ 0 | $ 7.44 | $ 7.72 |
Total unrecognized compensation costs related to stock option awards | $ 2.1 | $ 3.7 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted Average Assumptions Stock Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Expected life from date of grant (in years) | 5 years 3 months 18 days | 5 years 3 months 18 days |
Expected volatility | 55.40% | 53.20% |
Risk-free interest rate | 1.83% | 0.64% |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity Schedule (Details) - Stock Option Awards - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Options | ||
Outstanding, beginning of year (in shares) | 2,020 | |
Issued (in shares) | 0 | |
Exercise (in shares) | (705) | |
Forfeited / canceled / expired (in shares) | 0 | |
Outstanding, end of year (in shares) | 1,315 | 2,020 |
Exercisable, end of year (in shares) | 873 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning of year (in dollars per share) | $ 17.92 | |
Issued (in dollars per share) | 0 | |
Exercised (in dollars per share) | 19.68 | |
Forfeited / canceled / expired (in dollars per share) | 0 | |
Outstanding, end of year (in dollars per share) | 16.97 | $ 17.92 |
Exercisable, weighted average exercise price (in dollars per share) | $ 17.60 | |
Weighted-Average Remaining Contractual Term in Years | ||
Outstanding | 4 years 1 month 6 days | 4 years 3 months 18 days |
Options exercisable | 3 years 2 months 12 days | |
Aggregate Intrinsic Value | ||
Outstanding at beginning | $ 10,779 | |
Outstanding at ending | 25,509 | $ 10,779 |
Exercisable | $ 16,390 |
Benefit Plans - Narrative (Deta
Benefit Plans - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Requisite service period | 30 days | |||||
Employer matching contribution, percent of match (in percent) | 6% | |||||
Employers matching contribution, vesting (in percent) | 100% | |||||
Defined contribution plan, maximum annual contributions per employee, amount | $ 130 | |||||
Total plan contributions | $ 7,500 | $ 5,200 | $ 3,100 | |||
Period with five consecutive years of highest average compensation (in years) | 10 years | |||||
Defined benefit plan, benefit Obligation, period increase (decrease) | (6,000) | |||||
Gain on curtailment of pension obligation | $ 0 | $ 0 | 2,032 | |||
Defined benefit plan, actuarial gain | $ 4,000 | |||||
Defined benefit plan assumptions used calculating benefit obligation change in discount rate (in percent) | 23% | |||||
Rate of compensation increase (in percent) | 3% | |||||
Fair value assumptions, expected term (in years) | 10 years | |||||
Wyoming Refining plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Discount rate (in percent) | 4.95% | 5.15% | 2.85% | 3.25% | 2.65% | |
Rate of compensation increase (in percent) | 0% | 0% | 0% | |||
Expected future employer contributions, next fiscal year | $ 500 | |||||
U.S. Oil plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Discount rate (in percent) | 4.80% | 5% | 2.70% | |||
Rate of compensation increase (in percent) | 3% | 3% | 3% | |||
Expected future employer contributions, next fiscal year | $ 0 |
Benefit Plans - Changes in Proj
Benefit Plans - Changes in Projected Benefit Obligations and Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in projected benefit obligation: | |||
Projected benefit obligation as of the beginning of the period | $ 41,367 | $ 56,411 | |
Service cost | 494 | 821 | $ 1,140 |
Interest cost | 2,044 | 1,538 | 1,538 |
Plan amendment | 0 | 0 | |
Actuarial loss (gain) | 1,362 | (15,178) | |
Benefits paid | (1,980) | (2,225) | |
Curtailment | 0 | 0 | (2,032) |
Projected benefit obligation as of the end of the period | 43,287 | 41,367 | 56,411 |
Changes in fair value of plan assets: | |||
Fair value of plan assets as of the beginning of the period | 40,639 | 49,821 | |
Actual return (loss) on plan assets | 3,800 | (6,957) | |
Employer contributions | 0 | 0 | |
Benefits paid | (1,980) | (2,225) | |
Fair value of plan assets as of the end of the period | $ 42,459 | $ 40,639 | $ 49,821 |
Benefit Plans - Unfunded Status
Benefit Plans - Unfunded Status (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | $ 43,287 | $ 41,367 | $ 56,411 |
Fair value of plan assets | 42,459 | 40,639 | $ 49,821 |
WY Refining | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | 25,582 | 24,730 | |
Fair value of plan assets | 22,219 | 21,940 | |
Underfunded/(overfunded) status | 3,363 | 2,790 | |
Non-current assets | 0 | 0 | |
Non-current liabilities | (3,363) | (2,790) | |
Net amount recorded | (3,363) | (2,790) | |
Net actuarial gain (loss) | 4,546 | 5,243 | |
Total accumulated other comprehensive income (loss) | 4,546 | 5,243 | |
U.S. Oil | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | 17,705 | 16,637 | |
Fair value of plan assets | 20,240 | 18,699 | |
Underfunded/(overfunded) status | (2,535) | (2,062) | |
Non-current assets | 2,535 | 2,062 | |
Non-current liabilities | 0 | 0 | |
Net amount recorded | 2,535 | 2,062 | |
Net actuarial gain (loss) | 376 | (318) | |
Total accumulated other comprehensive income (loss) | $ 376 | $ (318) |
Benefit Plans - Key Assumptions
Benefit Plans - Key Assumptions for Projected Benefit Obligation and Net Periodic Benefit Cost (Details) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Projected benefit obligation: | |||||
Rate of compensation increase (in percent) | 3% | ||||
Wyoming Refining plan | |||||
Projected benefit obligation: | |||||
Discount rate (in percent) | 4.95% | 5.15% | 2.85% | 3.25% | 2.65% |
Rate of compensation increase (in percent) | 0% | 0% | 0% | ||
Net periodic benefit costs: | |||||
Discount rate (in percent) | 5.15% | 2.85% | 3.25% | ||
Expected long-term rate of return (in percent) | 6.20% | 5.75% | 5.75% | ||
Rate of compensation increase (in percent) | 0% | 0% | 3% | ||
U.S. Oil plan | |||||
Projected benefit obligation: | |||||
Discount rate (in percent) | 4.80% | 5% | 2.70% | ||
Rate of compensation increase (in percent) | 3% | 3% | 3% | ||
Net periodic benefit costs: | |||||
Discount rate (in percent) | 5% | 2.70% | 2.35% | ||
Expected long-term rate of return (in percent) | 6% | 6% | 6% | ||
Rate of compensation increase (in percent) | 3% | 3% | 3% |
Benefit Plans - Net Periodic Be
Benefit Plans - Net Periodic Benefit Credit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Components of net periodic benefit cost (credit): | |||
Service cost | $ 494 | $ 821 | $ 1,140 |
Interest cost | 2,044 | 1,538 | 1,538 |
Expected return on plan assets | (2,151) | (2,596) | (2,375) |
Amortization of net loss | (244) | 3 | 245 |
Amortization of prior service cost | (45) | 0 | 0 |
Effect of curtailment | 0 | 0 | (2,032) |
Net periodic benefit cost (credit) | $ 98 | $ (234) | $ (1,484) |
Defined Benefit Plan Net Periodic Benefit Cost Credit Interest Cost Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | Interest cost | ||
Defined Benefit Plan Net Periodic Benefit Cost Credit Expected Return Loss Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | Expected return on plan assets | ||
Defined Benefit Plan Net Periodic Benefit Cost Credit Amortization Of Gain (Loss) Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | Amortization of net loss | ||
Defined Benefit Plan Net Periodic Benefit Cost Credit Amortization Of Prior Service Cost Credit Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | Amortization of prior service cost |
Benefit Plans - Asset Allocatio
Benefit Plans - Asset Allocation (Details) | Dec. 31, 2023 |
Wyoming Refining plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 100% |
Actual | 100% |
Wyoming Refining plan | Equity securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 32% |
Actual | 23% |
Wyoming Refining plan | Debt securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 60% |
Actual | 62% |
Wyoming Refining plan | Real estate | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 8% |
Actual | 15% |
U.S. Oil plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 100% |
Actual | 100% |
U.S. Oil plan | Equity securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 56% |
Actual | 54% |
U.S. Oil plan | Debt securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 43% |
Actual | 46% |
U.S. Oil plan | Cash and Cash Equivalents | |
Defined Benefit Plan Disclosure [Line Items] | |
Target | 1% |
Actual | 0% |
Benefit Plans - Project Benefit
Benefit Plans - Project Benefit Payment Obligations (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Retirement Benefits [Abstract] | |
2024 | $ 2,393 |
2025 | 2,436 |
2026 | 2,664 |
2027 | 2,669 |
2028 | 2,737 |
Thereafter | 13,698 |
Total | $ 26,597 |
Income (Loss) Per Share - Commu
Income (Loss) Per Share - Commutation of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share Reconciliation [Abstract] | |||
Net income | $ 728,642,000 | $ 364,189,000 | $ (81,297,000) |
Plus: Net income effect of convertible securities | 0 | 0 | 0 |
Numerator for diluted income (loss) per common share | $ 728,642,000 | $ 364,189,000 | $ (81,297,000) |
Basic weighted-average common stock shares outstanding (in shares) | 60,035 | 59,544 | 58,268 |
Plus: dilutive effects of common stock equivalents (in shares) | 979 | 339 | 0 |
Diluted weighted-average common stock shares outstanding (in shares) | 61,014 | 59,883 | 58,268 |
Basic income (loss) per common share (in dollars per share) | $ 12.14 | $ 6.12 | $ (1.40) |
Diluted income (loss) per common share (in dollars per share) | $ 11.94 | $ 6.08 | $ (1.40) |
5.00% Convertible Senior Notes due 2021 | Convertible Debt | |||
Earnings Per Share Reconciliation [Abstract] | |||
Debt instrument, interest rate (in percent) | 5% | ||
Convertible debt | $ 0 | ||
Restricted Stock Awards | |||
Earnings Per Share Reconciliation [Abstract] | |||
Antidilutive securities (in shares) | 27 | 234 | 925 |
Stock Option Awards | |||
Earnings Per Share Reconciliation [Abstract] | |||
Antidilutive securities (in shares) | 129 | 1,868 | 2,386 |
Convertible Debt Securities | |||
Earnings Per Share Reconciliation [Abstract] | |||
Antidilutive securities (in shares) | 0 | 0 | 1,230 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) | $ (115,336) | $ 710 | $ 1,021 |
Non cash deferred tax expense (benefit) | (277,700) | ||
Net operating loss carryovers | 900,000 | ||
Operating loss carryforwards subject to expiration | 700,000 | ||
Operating loss carryforwards not subject to expiration | $ 200,000 |
Income Taxes - Taxes Expense (B
Income Taxes - Taxes Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
U.S.—Federal | $ 0 | $ 0 | $ 0 |
U.S.—State | 10,883 | 362 | 26 |
Foreign | 0 | 73 | 1,255 |
Deferred: | |||
U.S.—Federal | (133,979) | 236 | (223) |
U.S.—State | 7,760 | 39 | (37) |
Total | $ (115,336) | $ 710 | $ 1,021 |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
State income taxes, net of federal benefit | 2.90% | 0.10% | 0% |
Foreign taxes | 0% | 0% | (1.60%) |
Change in valuation allowance related to current activity | (45.30%) | (21.30%) | (20.10%) |
Permanent items | 0.40% | 0.40% | (0.60%) |
Other | 2.20% | 0% | 0% |
Actual income tax rate | (18.80%) | 0.20% | (1.30%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Asset (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss | $ 244,243 | $ 308,457 |
Intangible assets | 0 | 830 |
Environmental credit obligations | 11,280 | 71,424 |
ROU Liabilities | 87,686 | 89,879 |
Other | 13,313 | 5,332 |
Total deferred tax assets | 356,522 | 475,922 |
Valuation allowance | (52,755) | (330,456) |
Net deferred tax assets | 303,767 | 145,466 |
Deferred tax liabilities: | ||
Inventory | 2,681 | 5,891 |
Property and equipment | 90,882 | 54,124 |
Intangible assets | 511 | 0 |
ROU Assets | 89,087 | 91,112 |
Total deferred tax liabilities | 183,161 | 151,127 |
Total deferred tax assets (liability), net | $ 120,606 | |
Total deferred tax assets (liability), net | $ (5,661) |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting [Abstract] | ||||
Number of business segments | segment | 4 | |||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 8,231,955 | $ 7,321,785 | $ 4,710,089 | |
Cost of revenues (excluding depreciation) | 6,838,109 | 6,376,014 | 4,338,474 | |
Operating expense (excluding depreciation) | 485,587 | 333,206 | 290,078 | |
Depreciation and amortization | 119,830 | 99,769 | 94,241 | |
Impairment expense | 0 | 0 | 1,838 | |
General and administrative expense (excluding depreciation) | 91,447 | 62,396 | 48,096 | |
Equity earnings from refining and logistics investments | (11,844) | 0 | 0 | |
Acquisition and integration costs | 17,482 | 3,663 | 87 | |
Par West redevelopment and other costs | 11,397 | 9,003 | 9,591 | |
Loss (gain) on sale of assets, net | (59) | (169) | (64,697) | |
Operating income | 680,006 | 437,903 | (7,619) | |
Interest expense and financing costs, net | (72,450) | (68,288) | (66,493) | |
Debt extinguishment and commitment costs | (19,182) | (5,329) | (8,144) | |
Gain on curtailment of pension obligation | 0 | 0 | 2,032 | |
Other income (expense), net | (53) | 613 | (52) | |
Equity earnings from Laramie Energy, LLC | 24,985 | 0 | 0 | |
Income (loss) before income taxes | 613,306 | 364,899 | (80,276) | |
Income tax benefit (expense) | 115,336 | (710) | (1,021) | |
Net income (loss) | 728,642 | 364,189 | (81,297) | |
Total assets | 3,863,950 | 3,280,647 | 2,570,251 | |
Goodwill | 129,275 | 129,325 | 127,262 | $ 127,997 |
Capital expenditures | 82,277 | 53,025 | 29,533 | |
Operating Segments | Refining | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 7,969,480 | 7,046,060 | 4,471,111 | |
Cost of revenues (excluding depreciation) | 6,845,834 | 6,332,694 | 4,306,371 | |
Operating expense (excluding depreciation) | 373,612 | 236,989 | 203,511 | |
Depreciation and amortization | 81,017 | 65,472 | 58,258 | |
Impairment expense | 0 | 0 | 1,838 | |
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | |
Equity earnings from refining and logistics investments | (7,363) | |||
Acquisition and integration costs | 0 | 0 | 0 | |
Par West redevelopment and other costs | 0 | 9,003 | 9,591 | |
Loss (gain) on sale of assets, net | 219 | 1 | (19,659) | |
Operating income | 676,161 | 401,901 | (88,799) | |
Total assets | 2,904,563 | 2,580,298 | 1,928,987 | |
Goodwill | 39,821 | 39,821 | 39,821 | |
Capital expenditures | 42,711 | 31,967 | 15,689 | |
Operating Segments | Logistics | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 260,779 | 198,821 | 184,734 | |
Cost of revenues (excluding depreciation) | 145,944 | 109,458 | 96,828 | |
Operating expense (excluding depreciation) | 24,450 | 14,988 | 14,722 | |
Depreciation and amortization | 25,122 | 20,579 | 22,044 | |
Impairment expense | 0 | 0 | 0 | |
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | |
Equity earnings from refining and logistics investments | (4,481) | |||
Acquisition and integration costs | 0 | 0 | 0 | |
Par West redevelopment and other costs | 0 | 0 | 0 | |
Loss (gain) on sale of assets, net | 0 | (253) | (19) | |
Operating income | 69,744 | 54,049 | 51,159 | |
Total assets | 530,214 | 412,336 | 398,182 | |
Goodwill | 55,232 | 55,232 | 55,232 | |
Capital expenditures | 18,916 | 12,094 | 6,801 | |
Operating Segments | Retail | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 592,480 | 570,206 | 456,416 | |
Cost of revenues (excluding depreciation) | 437,198 | 428,712 | 337,476 | |
Operating expense (excluding depreciation) | 87,525 | 81,229 | 71,845 | |
Depreciation and amortization | 11,462 | 10,971 | 10,880 | |
Impairment expense | 0 | 0 | 0 | |
General and administrative expense (excluding depreciation) | 0 | 0 | 0 | |
Equity earnings from refining and logistics investments | 0 | |||
Acquisition and integration costs | 0 | 0 | 0 | |
Par West redevelopment and other costs | 0 | 0 | 0 | |
Loss (gain) on sale of assets, net | (308) | 56 | (45,034) | |
Operating income | 56,603 | 49,238 | 81,249 | |
Total assets | 256,711 | 244,233 | 228,245 | |
Goodwill | 34,222 | 34,272 | 32,209 | |
Capital expenditures | 18,801 | 7,652 | 5,917 | |
Operating Segments | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Operating expense (excluding depreciation) | 0 | 0 | 0 | |
Depreciation and amortization | 2,229 | 2,747 | 3,059 | |
Impairment expense | 0 | 0 | 0 | |
General and administrative expense (excluding depreciation) | 91,447 | 62,396 | 48,096 | |
Equity earnings from refining and logistics investments | 0 | |||
Acquisition and integration costs | 17,482 | 3,663 | 87 | |
Par West redevelopment and other costs | 11,397 | 0 | 0 | |
Loss (gain) on sale of assets, net | 30 | 27 | 15 | |
Corporate Reconciling Items And Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (590,800) | (493,300) | (402,200) | |
Operating income | (122,502) | (67,285) | (51,228) | |
Total assets | 172,462 | 43,780 | 14,837 | |
Goodwill | 0 | 0 | 0 | |
Capital expenditures | 1,849 | 1,312 | 1,126 | |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (590,784) | (493,302) | (402,172) | |
Cost of revenues (excluding depreciation) | $ (590,867) | $ (494,850) | $ (402,201) |
Condensed Financial Informati_2
Condensed Financial Information of Registrant - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||||
Cash and cash equivalents | $ 279,107 | $ 490,925 | ||
Restricted cash | 339 | 4,001 | ||
Total cash, cash equivalents, and restricted cash | 279,446 | 494,926 | $ 116,221 | $ 70,309 |
Prepaid and other current assets | 182,405 | 92,043 | ||
Total current assets | 1,989,495 | 1,881,837 | ||
Property, plant, and equipment | ||||
Property, plant, and equipment | 1,577,801 | 1,224,567 | ||
Less accumulated depreciation and amortization | (478,413) | (388,733) | ||
Property, plant, and equipment, net | 1,099,388 | 835,834 | ||
Long-term assets | ||||
Operating lease right-of-use (“ROU”) assets | 346,454 | 350,761 | ||
Other long-term assets | 186,655 | 69,313 | ||
Total assets | 3,863,950 | 3,280,647 | 2,570,251 | |
Current liabilities | ||||
Accounts payable | 391,325 | 151,395 | ||
Accrued taxes | 40,064 | 32,099 | ||
Operating lease liabilities | 72,833 | 66,081 | ||
Other accrued liabilities | 421,762 | 640,494 | ||
Total current liabilities | 1,524,601 | 1,794,090 | ||
Long-term liabilities | ||||
Operating lease liabilities | 282,517 | 292,701 | ||
Total liabilities | 2,528,526 | 2,636,110 | ||
Stockholders’ equity | ||||
Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued | 0 | 0 | ||
Common stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2023 and December 31, 2022, 59,755,844 shares and 60,470,837 shares issued at December 31, 2023 and December 31, 2022, respectively | 597 | 604 | ||
Additional paid-in capital | 860,797 | 836,491 | ||
Accumulated earnings (deficit) | 465,856 | (200,687) | ||
Accumulated other comprehensive income | 8,174 | 8,129 | ||
Total stockholders’ equity | 1,335,424 | 644,537 | 265,700 | 246,274 |
Total liabilities and stockholders’ equity | 3,863,950 | 3,280,647 | ||
Parent Company | ||||
Current assets | ||||
Cash and cash equivalents | 10,369 | 2,547 | ||
Restricted cash | 339 | 331 | ||
Total cash, cash equivalents, and restricted cash | 10,708 | 2,878 | $ 4,416 | $ 810 |
Prepaid and other current assets | 4,767 | 2,229 | ||
Due from subsidiaries | 380,159 | 229,431 | ||
Total current assets | 395,634 | 234,538 | ||
Property, plant, and equipment | ||||
Property, plant, and equipment | 21,350 | 19,865 | ||
Less accumulated depreciation and amortization | (16,487) | (14,967) | ||
Property, plant, and equipment, net | 4,863 | 4,898 | ||
Long-term assets | ||||
Operating lease right-of-use (“ROU”) assets | 7,005 | 2,649 | ||
Investment in subsidiaries | 1,070,518 | 487,943 | ||
Other long-term assets | 726 | 723 | ||
Total assets | 1,478,746 | 730,751 | ||
Current liabilities | ||||
Accounts payable | 4,991 | 4,176 | ||
Accrued taxes | 0 | 47 | ||
Operating lease liabilities | 0 | 787 | ||
Other accrued liabilities | 947 | 511 | ||
Due to subsidiaries | 128,922 | 77,420 | ||
Total current liabilities | 134,860 | 82,941 | ||
Long-term liabilities | ||||
Operating lease liabilities | 8,462 | 3,273 | ||
Total liabilities | 143,322 | 86,214 | ||
Stockholders’ equity | ||||
Preferred stock, $0.01 par value: 3,000,000 shares authorized, none issued | 0 | 0 | ||
Common stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2023 and December 31, 2022, 59,755,844 shares and 60,470,837 shares issued at December 31, 2023 and December 31, 2022, respectively | 597 | 604 | ||
Additional paid-in capital | 860,797 | 836,491 | ||
Accumulated earnings (deficit) | 465,856 | (200,687) | ||
Accumulated other comprehensive income | 8,174 | 8,129 | ||
Total stockholders’ equity | 1,335,424 | 644,537 | ||
Total liabilities and stockholders’ equity | $ 1,478,746 | $ 730,751 |
Condensed Financial Informati_3
Condensed Financial Information of Registrant - Balance Sheets Additional Information (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 59,755,844 | 60,470,837 |
Condensed Financial Informati_4
Condensed Financial Information of Registrant - Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses | |||
Depreciation and amortization | $ 119,830 | $ 99,769 | $ 94,241 |
Loss (gain) on sale of assets, net | (59) | (169) | (64,697) |
General and administrative expense (excluding depreciation) | 91,447 | 62,396 | 48,096 |
Acquisition and integration costs | 17,482 | 3,663 | 87 |
Total operating expenses | 7,551,949 | 6,883,882 | 4,717,708 |
Operating income (loss) | 680,006 | 437,903 | (7,619) |
Other income (expense) | |||
Interest expense and financing costs, net | (72,450) | (68,288) | (66,493) |
Other income (expense), net | (53) | 613 | (52) |
Equity in earnings (losses) from subsidiaries | 24,985 | 0 | 0 |
Total other expense, net | (66,700) | (73,004) | (72,657) |
Income (loss) before income taxes | 613,306 | 364,899 | (80,276) |
Income tax benefit (expense) | 115,336 | (710) | (1,021) |
Net income (loss) | 728,642 | 364,189 | (81,297) |
Parent Company | |||
Operating expenses | |||
Depreciation and amortization | 1,618 | 2,131 | 2,452 |
Loss (gain) on sale of assets, net | 30 | 27 | 15 |
General and administrative expense (excluding depreciation) | 29,258 | 17,882 | 12,435 |
Acquisition and integration costs | 0 | 3,396 | 87 |
Total operating expenses | 30,906 | 23,436 | 14,989 |
Operating income (loss) | (30,906) | (23,436) | (14,989) |
Other income (expense) | |||
Interest expense and financing costs, net | (24) | (1) | (2,600) |
Other income (expense), net | 44 | (20) | (33) |
Equity in earnings (losses) from subsidiaries | 759,528 | 388,008 | (63,649) |
Total other expense, net | 759,548 | 387,987 | (66,282) |
Income (loss) before income taxes | 728,642 | 364,551 | (81,271) |
Income tax benefit (expense) | 0 | (362) | (26) |
Net income (loss) | $ 728,642 | $ 364,189 | $ (81,297) |
Condensed Financial Informati_5
Condensed Financial Information of Registrant - Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Condensed Statement of Income Captions [Line Items] | ||||
Net income (loss) | $ 728,642 | $ 364,189 | $ (81,297) | |
Other comprehensive income: | ||||
Other post-retirement benefits income, net of tax | 45 | 5,627 | 6,244 | |
Total other comprehensive income, net of tax | 45 | 5,627 | 6,244 | |
Comprehensive income (loss) | 728,687 | 369,816 | (75,053) | |
Parent Company | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Net income (loss) | 728,642 | 364,189 | (81,297) | |
Other comprehensive income: | ||||
Other post-retirement benefits income, net of tax | [1] | 45 | 5,627 | 6,244 |
Total other comprehensive income, net of tax | [1] | 45 | 5,627 | 6,244 |
Comprehensive income (loss) | [1] | $ 728,687 | $ 369,816 | $ (75,053) |
[1] Other comprehensive income relates to benefit plans at our subsidiaries. |
Condensed Financial Informati_6
Condensed Financial Information of Registrant - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 728,642 | $ 364,189 | $ (81,297) |
Adjustments to reconcile net income (loss) to cash used in operating activities: | |||
Depreciation and amortization | 119,830 | 99,769 | 94,241 |
Non-cash interest expense | 4,645 | 4,218 | 5,663 |
Loss (gain) on sale of assets, net | (59) | (169) | (64,697) |
Stock-based compensation | 11,633 | 9,353 | 8,165 |
Equity in losses (income) of subsidiaries | (24,985) | 0 | 0 |
Net changes in operating assets and liabilities: | |||
Prepaid and other assets | (82,027) | (35,356) | (6,321) |
Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities | 15,428 | 262,882 | 209,565 |
Net cash provided by (used in) operating activities | 579,156 | 452,606 | (27,622) |
Cash flows from investing activities: | |||
Capital expenditures | (82,277) | (53,025) | (29,533) |
Net cash provided by (used in) investing activities | (659,039) | (87,308) | 74,628 |
Cash flows from financing activities: | |||
Proceeds from sale of common stock, net of offering costs | 0 | 0 | 87,193 |
Proceeds from borrowings | 1,462,850 | 384,874 | 186,773 |
Repayments of borrowings | (1,317,709) | (446,863) | (329,315) |
Purchase of common stock for retirement | (67,821) | (7,834) | (2,145) |
Exercise of stock options | 17,129 | 6,444 | 58 |
Other financing activities, net | 1,646 | (412) | 862 |
Net cash provided by (used in) financing activities | (135,597) | 13,407 | (1,094) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (215,480) | 378,705 | 45,912 |
Cash, cash equivalents, and restricted cash at beginning of period | 494,926 | 116,221 | 70,309 |
Cash, cash equivalents, and restricted cash at end of period | 279,446 | 494,926 | 116,221 |
Net cash received (paid) for: | |||
Interest | 77,417 | 63,323 | 65,221 |
Taxes | 6,099 | 51 | 795 |
Non-cash investing and financing activities: | |||
Accrued capital expenditures | 13,241 | 5,418 | 8,177 |
ROU assets obtained in exchange for new finance lease liabilities | 7,896 | 594 | 1,936 |
ROU assets obtained in exchange for new operating lease liabilities | 72,219 | 64,567 | 97,011 |
Parent Company | |||
Cash flows from operating activities: | |||
Net income (loss) | 728,642 | 364,189 | (81,297) |
Adjustments to reconcile net income (loss) to cash used in operating activities: | |||
Depreciation and amortization | 1,618 | 2,131 | 2,452 |
Non-cash interest expense | 0 | 0 | 1,364 |
Loss (gain) on sale of assets, net | 30 | 27 | 15 |
Stock-based compensation | 11,633 | 9,353 | 8,165 |
Equity in losses (income) of subsidiaries | (759,528) | (388,008) | 63,649 |
Net changes in operating assets and liabilities: | |||
Prepaid and other assets | (2,541) | 13,436 | 1,318 |
Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities | 1,113 | 2,651 | (1,380) |
Net cash provided by (used in) operating activities | (19,033) | 3,779 | (5,714) |
Cash flows from investing activities: | |||
Investments in subsidiaries | (76,000) | 0 | (146,056) |
Distributions from subsidiaries | 167,181 | 0 | 90,183 |
Capital expenditures | (1,849) | (1,311) | (1,126) |
Due to (from) subsidiaries | (13,408) | 5,645 | 29,752 |
Net cash provided by (used in) investing activities | 75,924 | 4,334 | (27,247) |
Cash flows from financing activities: | |||
Proceeds from sale of common stock, net of offering costs | 0 | 0 | 87,193 |
Proceeds from borrowings | 0 | 0 | 12,364 |
Repayments of borrowings | 0 | (9,319) | (62,111) |
Purchase of common stock for retirement | (67,821) | (7,834) | (2,145) |
Exercise of stock options | 17,129 | 6,444 | 58 |
Other financing activities, net | 1,631 | 1,058 | 1,208 |
Net cash provided by (used in) financing activities | (49,061) | (9,651) | 36,567 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 7,830 | (1,538) | 3,606 |
Cash, cash equivalents, and restricted cash at beginning of period | 2,878 | 4,416 | 810 |
Cash, cash equivalents, and restricted cash at end of period | 10,708 | 2,878 | 4,416 |
Net cash received (paid) for: | |||
Interest | 0 | (3) | (1,230) |
Taxes | (5,902) | (15) | 27 |
Non-cash investing and financing activities: | |||
Accrued capital expenditures | 136 | 372 | 131 |
ROU assets obtained in exchange for new finance lease liabilities | 0 | 0 | 0 |
ROU assets obtained in exchange for new operating lease liabilities | $ 8,161 | $ 0 | $ 165 |