PAR PACIFIC HOLDINGS, INC. 10-Q

Item 1. FINANCIAL STATEMENTS PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share data) March 31, 2021 December 31, 2020 ASSETS Current assets Cash and cash equivalents $ 214,733 $ 68,309 Restricted cash 2,000 2,000 Total cash, cash equivalents, and restricted cash 216,733 70,309 Trade accounts receivable, net of allowances of $ 0.5 million and $ 0.6 million at March 31, 2021 and December 31, 2020, respectively 155,886 111,657 Inventories 579,206 429,855 Prepaid and other current assets 24,913 24,648 Total current assets 976,738 636,469 Property, plant, and equipment Property, plant, and equipment 1,158,438 1,183,878 Less accumulated depreciation, depletion, and amortization ( 269,266 ) ( 251,113 ) Property, plant, and equipment, net 889,172 932,765 Long-term assets Operating lease right-of-use assets 427,577 357,166 Intangible assets, net 18,227 18,892 Goodwill 127,997 127,997 Other long-term assets 62,759 60,572 Total assets $ 2,502,470 $ 2,133,861 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ 58,816 $ 59,933 Obligations under inventory financing agreements 592,621 423,686 Accounts payable 136,567 106,945 Deferred revenue 6,980 4,083 Accrued taxes 29,810 27,440 Operating lease liabilities 57,889 56,965 Other accrued liabilities 307,991 199,628 Total current liabilities 1,190,674 878,680 Long-term liabilities Long-term debt, net of current maturities 597,185 648,660 Finance lease liabilities 7,350 7,925 Operating lease liabilities 375,384 304,355 Other liabilities 55,810 47,967 Total liabilities 2,226,403 1,887,587 Commitments and contingencies (Note 13) 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 March 31, 2021 and December 31, 2020, 60,141,841 shares and 54,002,538 shares issued at March 31, 2021 and December 31, 2020, respectively 601 540 Additional paid-in capital 814,467 726,504 Accumulated deficit ( 539,255 ) ( 477,028 ) Accumulated other comprehensive income (loss) 254 ( 3,742 ) Total stockholders’ equity 276,067 246,274 Total liabilities and stockholders’ equity $ 2,502,470 $ 2,133,861 See accompanying notes to the condensed consolidated financial statements. 1 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share amounts) Three Months Ended March 31, 2021 2020 Revenues $ 888,680 $ 1,204,083 Operating expenses Cost of revenues (excluding depreciation) 888,863 1,210,211 Operating expense (excluding depreciation) 74,188 73,391 Depreciation, depletion, and amortization 22,880 21,283 Impairment expense — 67,922 Gain on sale of assets, net ( 64,912 ) — General and administrative expense (excluding depreciation) 11,885 11,784 Acquisition and integration costs 438 665 Total operating expenses 933,342 1,385,256 Operating loss ( 44,662 ) ( 181,173 ) Other income (expense) Interest expense and financing costs, net ( 18,151 ) ( 18,674 ) Debt extinguishment and commitment costs ( 1,507 ) — Gain on curtailment of pension obligation 2,032 — Other income, net 61 24 Change in value of common stock warrants — 4,270 Equity losses from Laramie Energy, LLC — ( 45,031 ) Total other income (expense), net ( 17,565 ) ( 59,411 ) Loss before income taxes ( 62,227 ) ( 240,584 ) Income tax benefit — 18,247 Net Loss $ ( 62,227 ) $ ( 222,337 ) Loss per share Basic $ ( 1.15 ) $ ( 4.18 ) Diluted $ ( 1.15 ) $ ( 4.18 ) Weighted-average number of shares outstanding Basic 54,280 53,153 Diluted 54,280 53,153 See accompanying notes to the condensed consolidated financial statements. 2 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (in thousands) Three Months Ended March 31, Net Loss $ ( 62,227 ) $ ( 222,337 ) Other comprehensive income (loss): Other post-retirement benefits income (loss), net of tax 3,996 — Total other comprehensive income (loss), net of tax 3,996 — Comprehensive income (loss) $ ( 58,231 ) $ ( 222,337 ) See accompanying notes to the condensed consolidated financial statements. 3 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Three Months Ended March 31, 2021 2020 Cash flows from operating activities: Net Loss $ ( 62,227 ) $ ( 222,337 ) Adjustments to reconcile net loss to cash provided by (used in) operating activities: Depreciation, depletion, and amortization 22,880 21,283 Impairment expense — 67,922 Debt extinguishment and commitment costs 1,507 — Non-cash interest expense 1,843 1,634 Non-cash lower of cost and net realizable value adjustment ( 10,595 ) 182,366 Change in value of common stock warrants — ( 4,270 ) Deferred taxes — ( 18,373 ) Gain on sale of assets, net ( 64,912 ) — Stock-based compensation 1,886 1,615 Unrealized (gain) loss on derivative contracts ( 6,922 ) 28,351 Equity (earnings) losses from Laramie Energy, LLC — 45,031 Net changes in operating assets and liabilities: Trade accounts receivable ( 45,029 ) 30,989 Prepaid and other assets 2,867 20,719 Inventories ( 139,143 ) 119,888 Deferred turnaround expenditures ( 5,602 ) ( 1,593 ) Obligations under inventory financing agreements 124,393 ( 204,375 ) Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities 148,317 ( 54,351 ) Net cash provided by (used in) operating activities ( 30,737 ) 14,499 Cash flows from investing activities: Capital expenditures ( 8,178 ) ( 14,948 ) Proceeds from sale of assets 102,856 5 Net cash provided by (used in) investing activities 94,678 ( 14,943 ) Cash flows from financing activities: Proceeds from sale of common stock, net of offering costs 87,401 — Proceeds from borrowings 39,409 55,000 Repayments of borrowings ( 86,719 ) ( 64,762 ) Net borrowings (repayments) on deferred payment arrangements and receivable advances 44,542 ( 52,069 ) Purchase of common stock for retirement ( 1,321 ) — Payments for debt extinguishment and commitment costs ( 887 ) — Other financing activities, net 58 ( 1,660 ) Net cash provided by (used in) financing activities 82,483 ( 63,491 ) Net increase (decrease) in cash, cash equivalents, and restricted cash 146,424 ( 63,935 ) Cash, cash equivalents, and restricted cash at beginning of period 70,309 128,428 Cash, cash equivalents, and restricted cash at end of period $ 216,733 $ 64,493 Supplemental cash flow information: Net cash received (paid) for: Interest $ ( 17,373 ) $ ( 8,552 ) Taxes — 97 Non-cash investing and financing activities: Accrued capital expenditures $ 2,295 $ 7,301 Value of warrants reclassified to equity — 3,936 ROU assets obtained in exchange for new finance lease liabilities 1,072 1,590 ROU assets obtained in exchange for new operating lease liabilities 85,426 2,996 ROU assets terminated in exchange for release from operating lease liabilities — 7,738 See accompanying notes to the condensed consolidated financial statements. 4 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) (in thousands) Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Total Shares Amount Capital Deficit Income Equity Balance, December 31, 2019 53,254 $ 533 $ 715,069 $ ( 67,942 ) $ 582 $ 648,242 Exercise of common stock warrants 351 3 3,933 — 3,936 Stock-based compensation 296 3 1,612 — — 1,615 Purchase of common stock for retirement ( 64 ) ( 1 ) ( 1,067 ) — — ( 1,068 ) Net loss — — — ( 222,337 ) — ( 222,337 ) Balance, March 31, 2020 53,837 $ 538 $ 719,547 $ ( 290,279 ) $ 582 $ 430,388 Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Total Shares Amount Capital Deficit Income Equity Balance, December 31, 2020 54,003 $ 540 $ 726,504 $ ( 477,028 ) $ ( 3,742 ) $ 246,274 Common stock offering, net of issuance costs 5,750 58 87,343 — — 87,401 Stock-based compensation 461 3 1,883 — — 1,886 Purchase of common stock for retirement ( 76 ) — ( 1,321 ) — — ( 1,321 ) Exercise of stock options 4 — 58 — — 58 Other comprehensive income — — — — 3,996 3,996 Net loss — — — ( 62,227 ) — ( 62,227 ) Balance, March 31, 2021 60,142 $ 601 $ 814,467 $ ( 539,255 ) $ 254 $ 276,067 See accompanying notes to the condensed consolidated financial statements. 5 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 Note 1 — Overview Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) own and operate market-leading energy and infrastructure businesses. Our strategy is to acquire and develop businesses in logistically-complex markets. Currently, we operate in three primary business segments: 1) Refining - We own and operate four refineries, including one idled refinery, with total operating throughput capacity of over 150 Mbpd in Hawaii, Wyoming, and Washington. 2) Retail - Our retail outlets in Hawaii, Washington, and Idaho sell gasoline, diesel, and retail merchandise through Hele and “76” branded sites, “nomnom” branded company-operated convenience stores, 7-Eleven operated convenience stores, other sites operated by third parties, and unattended cardlock stations. Through March 31, 2021, we completed the rebranding of all company-operated convenience stores in Washington and Idaho to “nomnom,” our proprietary brand. 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rockies regions that primarily transports and stores our crude oil and refined products for our refineries and transports refined products to our retail sites or third-party purchasers. As of March 31, 2021, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”). Laramie Energy is focused on producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. Our Corporate and Other reportable segment primarily includes general and administrative costs. Note 2— Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of Par and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our condensed consolidated financial statements for prior periods have been reclassified to conform with the current presentation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2020 was derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with 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. The worldwide spread and severity of the COVID-19 coronavirus and certain developments in the global crude oil markets have impacted our businesses, people, and operations. We are continuing to actively respond to these ongoing matters and many uncertainties remain. Due to the rapid development and fluidity of the situation, the full magnitude of the COVID-19 pandemic’s impact on our estimates and assumptions, financial condition, future results of operations, and future cash flows and liquidity is uncertain and has been and may continue to be material. 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 6 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 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 three months ended March 31, 2021 or 2020. 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 Renewable Identification Numbers (“RINs”) obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains (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 condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenues $ 5,219 $ 4,628 Operating expense 12,802 14,451 General and administrative expense 880 801 Benefit Plans We maintain defined benefit pension plans covering eligible Wyoming Refining employees and the employees of U.S. Oil covered by a collective bargaining agreement. 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 condensed consolidated statements of operations for the three months ended March 31, 2021, and an unrealized actuarial gain of $ 4.0 million as Other post-retirement benefits income (loss), net of tax, in our condensed consolidated statements of other comprehensive income for the three months ended March 31, 2021. The projected benefit obligation estimate was determined based on the present value of projected future benefit payments similar to the evaluation done for the estimate as of December 31, 2021. 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 3.00 %. Recent Accounting Pronouncements There have been no developments to recent accounting pronouncements, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020. Accounting Principles Adopted On December 31, 2020, we adopted Accounting Standards Update (“ASU”) No. 2018-14, Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans ( “ ASU 2018-14”), using the required retrospective transition method. This ASU amended, added, and removed certain disclosure requirements under FASB ASC Topic 715 “Compensation — Retirement Benefits.” Our adoption of ASU 2018-14 did not have a material impact on our financial condition, results of operations, cash flows, or related disclosures. On January 1, 2021, we adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ( “ ASU 2019-12”). We adopted this ASU under the prospective method and information that was presented prior to January 1, 2021 has not been restated and continues to be reported under the accounting standards in effect for that period. This 7 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 ASU simplified the accounting for income taxes by removing certain exceptions to general principles and clarified and amended guidance to improve consistency under FASB ASC Topic 740 “Income Taxes.” Our adoption of ASU 2019-12 did not have a material impact on our financial condition, results of operations, and cash flows. On February 11, 2021, we elected to adopt ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) and ASU No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”) following our execution of an amendment to the Washington Refinery Intermediation Agreement which included transition guidance on the interest rate of the Merrill Lynch Commodities, Inc. (“MLC”) receivable advances (“MLC receivable advances”) to U.S. Oil & Refining Co. and certain affiliated entities (collectively, “U.S. Oil”) to be based on another industry standard benchmark rate that will be effective upon the London Interbank Offered Rate’s (“LIBOR”) scheduled retirement at the end of 2021. These ASUs provide for optional expedients and allowable exceptions to GAAP to ease the potential burden in recognizing the effects of reference rate reform, especially in regards to the cessation of LIBOR. ASU 2020-04 and ASU 2021-01 are applicable to contract modifications that meet certain requirements and are entered into between March 12, 2020 and December 31, 2022. Our adoption of ASUs 2020-04 and 2021-01 did not have a material impact on our financial condition, results of operations, and cash flows. Note 3— Investment in Laramie Energy, LLC As of March 31, 2021, we had a 46.0 % ownership interest in Laramie Energy. Laramie Energy is focused on producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. Laramie Energy has a $ 400 million revolving credit facility with a borrowing base currently set at $ 130.6 million that is secured by a lien on its natural gas and crude oil properties and related assets. As of March 31, 2021, the balance outstanding on the revolving credit facility was approximately $ 190.6 million. We are guarantors of Laramie Energy’s credit facility, with recourse limited to the pledge of our equity interest in our wholly owned subsidiary, Par Piceance Energy Equity, LLC. Under the terms of its credit facility, Laramie Energy is generally prohibited from making future cash distributions to its owners, including us. Laramie Energy’s credit facility matures on December 15, 2021. During the year ended December 31, 2020, Laramie Energy incurred losses that reduced the book value of our investment to zero , and as of December 31, 2020, we had discontinued the application of the equity method of accounting for our investment in Laramie Energy. As such, the balance of our investment in Laramie Energy was zero as of March 31, 2021 and December 31, 2020. Summarized financial information for Laramie Energy is as follows (in thousands): March 31, 2021 December 31, 2020 Current assets $ 88,217 $ 34,573 Non-current assets 348,586 355,538 Current liabilities 272,677 217,523 Non-current liabilities 44,279 93,193 Three Months Ended March 31, 2021 2020 Natural gas and oil revenues $ 82,348 $ 34,713 Income from operations 47,209 1,369 Net income 40,451 574 Laramie Energy’s net income includes (in thousands): Three Months Ended March 31, 2021 2020 Depreciation, depletion, and amortization $ 6,984 $ 9,279 Unrealized (gain) loss on derivative instruments ( 549 ) ( 2,414 ) 8 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 Note 4— Revenue Recognition As of March 31, 2021 and December 31, 2020, receivables from contracts with customers were $ 152.0 million and $ 104.9 million, respectively. Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer. Deferred revenue was $ 7.0 million and $ 4.1 million as of March 31, 2021 and December 31, 2020, 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): Three Months Ended March 31, 2021 Refining Logistics Retail Product or service: Gasoline $ 277,579 $ — $ 63,822 Distillates (1) 350,799 — 5,068 Other refined products (2) 209,780 — — Merchandise — — 21,286 Transportation and terminalling services — 41,309 — Other revenue 597 — 1,012 Total segment revenues (3) $ 838,755 $ 41,309 $ 91,188 Three Months Ended March 31, 2020 Refining Logistics Retail Product or service: Gasoline $ 286,598 $ — $ 72,847 Distillates (1) 583,708 — 8,450 Other refined products (2) 264,167 — — Merchandise — — 21,029 Transportation and terminalling services — 59,150 — Other revenue 13,653 — 487 Total segment revenues (3) $ 1,148,126 $ 59,150 $ 102,813 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, gas oil, asphalt, and naphtha. (3) Refer to Note 17—Segment Information for the reconciliation of segment revenues to total consolidated revenues. Note 5— Inventories Inventories at March 31, 2021 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total Crude oil and feedstocks $ 128,343 $ 119,747 $ 248,090 Refined products and blendstock 131,385 119,817 251,202 Warehouse stock and other (2) 79,914 — 79,914 Total $ 339,642 $ 239,564 $ 579,206 9 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 Inventories at December 31, 2020 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total Crude oil and feedstocks $ 88,307 $ 75,340 $ 163,647 Refined products and blendstock 112,146 83,601 195,747 Warehouse stock and other (2) 70,461 — 70,461 Total $ 270,914 $ 158,941 $ 429,855 ________________________________________________________ (1) Please read Note 7—Inventory Financing Agreements for further information. (2) Includes $ 36.3 million and $ 26.7 million of RINs and environmental credits, reported at cost, as of March 31, 2021 and December 31, 2020, respectively. RINs and environmental obligations of $ 260.0 million and $ 150.5 million, reported at market value, are included in Other accrued liabilities on our condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021, we had no reserve for the lower of cost or net realizable value of inventory. As of December 31, 2020, there was a $ 10.6 million reserve for the lower of cost or net realizable value of inventory. As of March 31, 2021, the excess of current replacement cost over the last-in, first-out (“LIFO”) inventory carrying value at the Washington refinery was approximately $ 10.8 million. Our LIFO inventories, net of the lower of cost or net realizable reserve, were equal to current cost as of December 31, 2020. Note 6— Prepaid and Other Current Assets Prepaid and other current assets at March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, 2021 December 31, 2020 Collateral posted with broker for derivative instruments (1) $ 2,376 $ 1,489 Prepaid insurance 10,039 14,932 Derivative assets 6,403 1,346 Other 6,095 6,881 Total $ 24,913 $ 24,648 _________________________________________________________ (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 10—Derivatives for further information. Note 7— Inventory Financing Agreements The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): March 31, 2021 December 31, 2020 Supply and Offtake Agreements $ 466,071 $ 312,185 Washington Refinery Intermediation Agreement 126,550 111,501 Obligations under inventory financing agreements $ 592,621 $ 423,686 Supply and Offtake Agreements We have several agreements with J. Aron & Company LLC (“J. Aron”) to support our Hawaii refining operations (the “Supply and Offtake Agreements”). On May 4, 2021, we amended the Supply and Offtake Agreements and extended the term expiry date from May 31, 2021, to June 30, 2021. We expect to finalize a new multi-year agreement during the second quarter of 2021. As of March 31, 2021, we had no obligations due to J. Aron under this contractual undertakings agreement. The Supply and Offtake Agreements also include a deferred payment arrangement (“Deferred Payment Arrangement”) whereby we can defer payments owed under the agreements up to the lesser of $ 165 million or 85 % of the eligible accounts receivable and inventory. Upon execution of the Supply and Offtake Agreements, we paid J. Aron a deferral arrangement fee of $ 1.3 million. As of March 31, 2021 and December 31, 2020, the capacity of the Deferred Payment Arrangement was 10 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 $ 102.0 million and $ 80.1 million, respectively. As of March 31, 2021 and December 31, 2020, we had $ 96.2 million and $ 78.6 million outstanding, respectively, under the Deferred Payment Arrangement. Under the Supply and Offtake Agreements, we pay or receive certain fees from J. Aron based on changes in market prices over time. In 2017, we fixed the market fee for the period from June 1, 2018 through May 2021 for $ 2.2 million. In 2020, we fixed the market fee for the period from February 1, 2020 through April 1, 2021 for an additional $ 0.8 million to be settled in fifteen payments. The receivable from J. Aron was recorded as a reduction to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreements. As of March 31, 2021 and December 31, 2020, the receivable was $ 0.2 million and $ 0.5 million, respectively. Washington Refinery Intermediation Agreement The Washington Refinery Intermediation Agreement with MLC provides a structured financing arrangement based on U.S. Oil’s crude oil and refined products inventories and associated accounts receivable. On February 11, 2021, we and MLC amended the Washington Refinery Intermediation Agreement and extended the term through March 31, 2022. This amendment also includes transition guidance on the interest rate of the MLC receivable advances to be based on another industry standard benchmark rate that will be effective upon LIBOR’s scheduled retirement at the end of 2021. As of March 31, 2021 and December 31, 2020, our outstanding balance under the MLC receivable advances was equal to our borrowing base of $ 68.0 million and $ 41.1 million, respectively. Additionally, as of March 31, 2021 and December 31, 2020, we had approximately $ 95.8 million and $ 93.6 million in letters of credit outstanding through MLC’s credit support, respectively. The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands): Three Months Ended March 31, 2021 2020 Net fees and expenses: Supply and Offtake Agreements Inventory intermediation fees $ 3,770 $ 6,870 Interest expense and financing costs, net 846 1,349 Washington Refinery Intermediation Agreement Inventory intermediation fees $ 971 $ 1,107 Interest expense and financing costs, net 977 997 The Supply and Offtake Agreements and the Washington Refinery Intermediation Agreement also provide us with the ability to economically hedge price risk on our inventories and crude oil purchases. Please read Note 10—Derivatives for further information. Note 8— Other Accrued Liabilities Other accrued liabilities at March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, 2021 December 31, 2020 Accrued payroll and other employee benefits $ 15,543 $ 14,916 Gross environmental credit obligations (1) 259,973 150,482 Other 32,475 34,230 Total $ 307,991 $ 199,628 ___________________________________________________ (1) Gross environmental credit obligations are stated at market as of March 31, 2021 and December 31, 2020. 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 condensed consolidated balance sheet and are stated at the lower of cost and net realizable value. The carrying costs of these assets were $ 36.3 million and $ 26.7 million as of March 31, 2021 and December 31, 2020, respectively. 11 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 Note 9— Debt The following table summarizes our outstanding debt (in thousands): March 31, 2021 December 31, 2020 5.00 % Convertible Senior Notes due 2021 $ 48,665 $ 48,665 ABL Credit Facility due 2022 — — Retail Property Term Loan due 2024 — 42,494 7.75 % Senior Secured Notes due 2025 298,000 300,000 Term Loan B due 2026 225,000 228,125 12.875 % Senior Secured Notes due 2026 105,000 105,000 Mid Pac Term Loan due 2028 — 1,399 PHL Term Loan — 5,840 Principal amount of long-term debt 676,665 731,523 Less: unamortized discount and deferred financing costs ( 20,664 ) ( 22,930 ) Total debt, net of unamortized discount and deferred financing costs 656,001 708,593 Less: current maturities, net of unamortized discount and deferred financing costs ( 58,816 ) ( 59,933 ) Long-term debt, net of current maturities $ 597,185 $ 648,660 As of March 31, 2021 and December 31, 2020, we had $ 12.9 million and $ 1.7 million in letters of credit outstanding under the ABL Credit Facility, respectively, and $ 3.6 million in cash-collateralized letters of credit and surety bonds outstanding. Under the ABL Credit Facility, the indentures governing the 7.75% Senior Secured Notes and 12.875% Senior Secured Notes, and the term loan facility with Goldman Sachs Bank USA (the “Term Loan B Facility”), our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions. 5.00% Convertible Senior Notes Due 2021 As of March 31, 2021, the outstanding principal amount of the 5.00% Convertible Senior Notes was $ 48.7 million, the unamortized discount and deferred financing cost was $ 0.7 million, and the carrying amount of the liability component was $ 48.0 million. ABL Credit Facility The ABL Credit Facility provides for a revolving credit facility that provides for revolving loans and for the issuance of letters of credit (the “ABL Revolver”). As of March 31, 2021, the ABL Revolver had no outstanding revolving loans, $ 12.9 million in letters of credit outstanding, and a borrowing base of approximately $ 70.5 million. Retail Property Term Loan On March 29, 2019, Par Pacific Hawaii Property Company, LLC (“Par Property LLC”), our wholly owned subsidiary, entered into a term loan agreement (the “Retail Property Term Loan”) with Bank of Hawaii (“BOH”), which provided a term loan in the principal amount of $ 45.0 million. The proceeds from the Retail Property Term Loan were used to repay and terminate the loan agreement previously entered into on January 9, 2019 with BOH (the “Par Pacific Term Loan Agreement”). The Retail Property Term Loan bore interest based on a floating rate equal to the applicable LIBOR for a one-month interest period plus 1.5 %. Principal and interest payments were payable monthly based on a 20 -year amortization schedule, principal prepayments were allowed subject to applicable prepayment penalties, and the remaining unpaid principal, plus any unpaid interest or other charges, was due on April 1, 2024, the maturity date of the Retail Property Term Loan. On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan. We recognized approximately $ 1.4 million of debt extinguishment costs in the three months ended March 31, 2021 related to our prepayment of the loan principal. 7.75% Senior Secured Notes Due 2025 On December 21, 2017, Par Petroleum, LLC and Par Petroleum Finance Corp. (collectively, the “Issuers”), both our wholly owned subsidiaries, completed the issuance and sale of $ 300 million in aggregate principal amount of 7.75% Senior 12 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 Secured Notes in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds of $ 289.2 million (net of financing costs and original issue discount of 1 %) from the sale were used to repay certain previous credit facilities and a forward sale agreement with J. Aron and for general corporate purposes. The 7.75% Senior Secured Notes bear interest at a rate of 7.750 % per year (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2018) and will mature on December 15, 2025. On March 23, 2021, we repurchased and cancelled $ 2 million in aggregate principal amount of the 7.75% Senior Secured Notes . As of March 31, 2021, the 7.75% Senior Secured Notes had an outstanding principal balance of $ 298.0 million. Mid Pac Term Loan On September 27, 2018, Par Hawaii, LLC (“PHL”, formerly known as Par Hawaii, Inc. and includes the assets of the dissolved entity formerly known as Mid Pac Petroleum, LLC), our wholly owned subsidiary, entered into the Mid Pac Term Loan with American Savings Bank, F.S.B., which provided a term loan of up to $ 1.5 million. We received the proceeds on October 18, 2018, which were used to purchase certain retail property. The Mid Pac Term Loan was scheduled to mature on October 18, 2028. The Mid Pac Term Loan was payable monthly, bore interest at an annual rate of 4.375 %, was secured by a first-priority lien on the real property purchased with the funds, including leases and rents on the property and the property’s fixed assets and fixtures, and was guaranteed by Par Petroleum, LLC. On March 12, 2021, we terminated and repaid all amounts outstanding under the Mid Pac Term Loan. PHL Term Loan On April 13, 2020, PHL, our wholly owned subsidiary, entered into a Term Loan Agreement (“PHL Term Loan”) with American Savings Bank F.S.B., which provided a term loan in the principal amount of approximately $ 6.0 million. The proceeds from the PHL Term Loan were used to finance PHL’s equity in certain real property. The PHL Term Loan bore interest at a fixed rate of 2.750 % per annum. Principal and interest payments were payable monthly based on a 25 -year amortization schedule, principal prepayments were allowed with no prepayment charge, and the remaining principal, plus any unpaid interest or other charges, was due on April 15, 2030, the maturity date of the PHL Term Loan. The PHL Term Loan was guaranteed by Par Petroleum, LLC. On February 23, 2021, we terminated and repaid all amounts outstanding under the PHL Term Loan. Cross Default Provisions Included within each of our debt agreements are affirmative and negative covenants, and customary cross default provisions, that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived. As of March 31, 2021, 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”) on February 6, 2019 and declared effective on February 15, 2019 (“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. Note 10— Derivatives Commodity Derivatives Our condensed consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 11—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. 13 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 Our open futures and over-the-counter (“OTC”) swaps at March 31, 2021 will settle by October 2021. At March 31, 2021, our open commodity derivative contracts represented (in thousands of barrels): Contract type Purchases Sales Net Futures 500 ( 250 ) 250 Swaps 2,525 ( 3,025 ) ( 500 ) Total 3,025 ( 3,275 ) ( 250 ) At March 31, 2021, we also had option collars of 25 thousand barrels of crude oil per month that economically hedge our internally consumed fuel at our Hawaii refineries. These option collars have a weighted-average strike price ranging from a floor of $ 36.50 per barrel to a ceiling of $ 60.00 per barrel and expire in December 2021. Interest Rate Derivatives We are exposed to interest rate volatility in our ABL Revolver, Term Loan B Facility, Supply and Offtake Agreements, and Washington Refinery Intermediation Agreement. We may utilize interest rate swaps to manage our interest rate risk. As of December 31, 2020, we had entered into an interest rate swap at an average fixed rate of 3.91 % in exchange for the floating interest rate on the notional amounts due under the Retail Property Term Loan. This swap was set to expire on April 1, 2024, the maturity date of the Retail Property Term Loan. On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan and the related interest rate swap. Our 5.00% Convertible Senior Notes include a redemption option and a related make-whole premium which represent an embedded derivative that is not clearly and closely related to the 5.00% Convertible Senior Notes. As such, we have accounted for this embedded derivative at fair value with changes in the fair value recorded in Interest expense and financing costs, net, on our condensed consolidated statements of operations. As of March 31, 2021, this embedded derivative was deemed to have a de minimis fair value. The following table provides information on the fair value amounts (in thousands) of these derivatives as of March 31, 2021 and December 31, 2020 and their placement within our condensed consolidated balance sheets. Balance Sheet Location March 31, 2021 December 31, 2020 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 6,403 $ 1,346 Commodity derivatives Other accrued liabilities ( 1,045 ) — J. Aron repurchase obligation derivative Obligations under inventory financing agreements ( 21,572 ) ( 20,797 ) MLC terminal obligation derivative Obligations under inventory financing agreements 410 ( 10,161 ) Interest rate derivatives Other accrued liabilities — ( 966 ) Interest rate derivatives Other liabilities — ( 2,027 ) _________________________________________________________ (1) Does not include cash collateral of $ 2.4 million and $ 1.5 million recorded in Prepaid and other current assets as of March 31, 2021 and December 31, 2020, respectively, and $ 9.5 million in Other long-term assets as of both March 31, 2021 and December 31, 2020. 14 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Three Months Ended March 31, Statement of Operations Location 2021 2020 Commodity derivatives Cost of revenues (excluding depreciation) $ 631 $ ( 57,159 ) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) ( 775 ) ( 46,645 ) MLC terminal obligation derivative Cost of revenues (excluding depreciation) ( 24,372 ) 82,958 Interest rate derivatives Interest expense and financing costs, net 104 ( 2,020 ) Note 11— Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis Common Stock Warrants During January and March 2020, one of our stockholders and its affiliates exercised 354,350 common stock warrants with a fair value of $ 3.9 million. As a result of this cashless transaction, 350,542 shares of common stock were issued. As of March 31, 2021, we had no common stock warrants outstanding. Derivative Instruments We utilize commodity derivative contracts to manage our price exposure to our inventory positions, future purchases of crude oil, future purchases and sales of refined products, and cost of crude oil consumed in the refining process. We may utilize interest rate swaps to manage our interest rate risk. We classify financial assets and liabilities according to the fair value hierarchy. Financial assets and liabilities classified as Level 1 instruments are valued using quoted prices in active markets for identical assets and liabilities. These include our exchange traded futures. Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Our Level 2 instruments include OTC swaps and options. These derivatives are valued using market quotations from independent price reporting agencies and commodity exchange price curves that are corroborated with market data. Level 3 instruments are valued using significant unobservable inputs that are not supported by sufficient market activity. The valuation of the embedded derivatives related to our J. Aron repurchase and MLC terminal obligations is based on estimates of the prices and differentials assuming settlement at the end of the reporting period. Estimates of the J. Aron and MLC settlement prices are based on observable inputs, such as Brent and West Texas Intermediate Crude Oil (“WTI”) indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreements and Washington Refinery Intermediation Agreement. Such contractual differentials vary by location and by the type of product and range from a discount of $ 15.49 per barrel to a premium of $ 14.05 per barrel as of March 31, 2021. Contractual price differentials are considered unobservable inputs; therefore, these embedded derivatives are classified as Level 3 instruments. We did not have other commodity derivatives classified as Level 3 at March 31, 2021 or December 31, 2020. Please read Note 10—Derivatives for further information on derivatives. Gross Environmental credit obligations Estimates of our gross environmental credit obligations are based on the amount of RINs or other environmental credits required to comply with U.S. Environmental Protection Agency (“EPA”) regulations and the market prices of those RINs or other environmental credits as of the end of the reporting period. The gross environmental credit obligations are classified as Level 2 instruments as we obtain the pricing inputs for our RINs and other environmental credits from brokers based on market quotes on similar instruments. Please read Note 13—Commitments and Contingencies for further information on the EPA regulations related to greenhouse gases. 15 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 Financial Statement Impact Fair value amounts by hierarchy level as of March 31, 2021 and December 31, 2020 are presented gross in the tables below (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 380 $ 11,955 $ — $ 12,335 $ ( 5,932 ) $ 6,403 Liabilities Commodity derivatives $ ( 1,382 ) $ ( 5,595 ) $ — $ ( 6,977 ) $ 5,932 $ ( 1,045 ) J. Aron repurchase obligation derivative — — ( 21,572 ) ( 21,572 ) — ( 21,572 ) MLC terminal obligation derivative — — 410 410 — 410 Interest rate derivatives — — — — — — Gross environmental credit obligations (2) — ( 259,973 ) — ( 259,973 ) — ( 259,973 ) Total $ ( 1,382 ) $ ( 265,568 ) $ ( 21,162 ) $ ( 288,112 ) $ 5,932 $ ( 282,180 ) December 31, 2020 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 616 $ 1,573 $ — $ 2,189 $ ( 843 ) $ 1,346 Liabilities Commodity derivatives $ ( 3 ) $ ( 840 ) $ — $ ( 843 ) $ 843 $ — J. Aron repurchase obligation derivative — — ( 20,797 ) ( 20,797 ) — ( 20,797 ) MLC terminal obligation derivative — — ( 10,161 ) ( 10,161 ) — ( 10,161 ) Interest rate derivatives — ( 2,993 ) — ( 2,993 ) — ( 2,993 ) Gross environmental credit obligations (2) — ( 150,482 ) — ( 150,482 ) — ( 150,482 ) Total $ ( 3 ) $ ( 154,315 ) $ ( 30,958 ) $ ( 185,276 ) $ 843 $ ( 184,433 ) _________________________________________________________ (1) Does not include cash collateral of $ 11.9 million and $ 11.0 million as of March 31, 2021 and December 31, 2020, respectively, included within Prepaid and other current assets and Other long-term assets on our condensed consolidated balance sheets. (2) Does not include RINs assets and other environmental credits of $ 36.3 million and $ 26.7 million presented as Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of March 31, 2021 and December 31, 2020, respectively. 16 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Three Months Ended March 31, 2021 2020 Balance, at beginning of period $ ( 30,958 ) $ ( 22,750 ) Settlements 34,943 ( 13,299 ) Acquired — — Total gains (losses) included in earnings ( 25,147 ) 40,583 Balance, at end of period $ ( 21,162 ) $ 4,534 The carrying value and fair value of long-term debt and other financial instruments as of March 31, 2021 and December 31, 2020 are as follows (in thousands): March 31, 2021 Carrying Value Fair Value 5.00 % Convertible Senior Notes due 2021 (1) (3) $ 47,974 $ 50,128 ABL Credit Facility due 2022 (2) — — 7.75 % Senior Secured Notes due 2025 (1) 291,611 301,725 Term Loan B Facility due 2026 (1) 217,004 223,605 12.875 % Senior Secured Notes due 2026 (1) 99,412 121,013 December 31, 2020 Carrying Value Fair Value 5.00 % Convertible Senior Notes due 2021 (1) (3) $ 47,301 $ 50,311 ABL Credit Facility due 2022 (2) — — Retail Property Term Loan due 2024 (2) 41,891 41,891 7.75 % Senior Secured Notes due 2025 (1) 293,289 289,521 Term Loan B Facility due 2026 (1) 219,708 215,578 12.875 % Senior Secured Notes due 2026 (1) 99,213 112,901 Mid Pac Term Loan due 2028 (2) 1,399 1,399 PHL Term Loan due 2030 (2) 5,792 5,792 _________________________________________________________ (1) The fair value measurements of the 5.00% Convertible Senior Notes, 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes are considered Level 2 measurements in the fair value hierarchy as discussed below. (2) The fair value measurements of the ABL Credit Facility, Mid Pac Term Loan, Retail Property Term Loan, and PHL Term Loan are considered Level 3 measurements in the fair value hierarchy. (3) The carrying value of the 5.00% Convertible Senior Notes excludes the fair value of the equity component, which was classified as equity upon issuance. The fair value of the 5.00% Convertible Senior Notes was determined by aggregating the fair value of the liability and equity components of the notes. The fair value of the liability component of the 5.00% Convertible Senior Notes was determined using a discounted cash flow analysis in which the projected interest and principal payments were discounted at an estimated market yield for a similar debt instrument without the conversion feature. The equity component was estimated based on the Black-Scholes model for a call option with strike price equal to the conversion price, a term matching the remaining life of the 5.00% Convertible Senior Notes, and an implied volatility based on market values of options outstanding as of March 31, 2021. The fair value of the 5.00% Convertible Senior Notes is considered a Level 2 measurement in the fair value hierarchy. The fair value of the 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 17 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 inputs within the fair value hierarchy because the 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes may not be actively traded. The carrying values of our Retail Property, Mid Pac, and PHL Term Loans were determined to approximate fair value as of December 31, 2020. The Retail Property and PHL Term Loans were repaid in full on February 23, 2021 and the Mid Pac Term Loan was repaid in full on March 12, 2021. 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, approximate their carrying value due to their short-term nature. Note 12— Leases We have cancelable and non-cancelable 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 to 30 years or more. There are no material lease arrangements where we are the lessor and no material residual value guarantees associated with any of our leases. The following table provides information on the amounts (in thousands, except lease term and discount rates) of our right-of-use assets (“ROU assets”) and liabilities as of March 31, 2021 and December 31, 2020 and their placement within our condensed consolidated balance sheets: Lease type Balance Sheet Location March 31, 2021 December 31, 2020 Assets Finance Property, plant, and equipment $ 19,684 $ 14,998 Finance Accumulated amortization ( 6,977 ) ( 6,486 ) Finance Property, plant, and equipment, net $ 12,707 $ 8,512 Operating Operating lease right-of-use assets 427,577 357,166 Total right-of-use assets $ 440,284 $ 365,678 Liabilities Current Finance Other accrued liabilities $ 1,391 $ 1,491 Operating Operating lease liabilities 57,889 56,965 Long-term Finance Finance lease liabilities 7,350 7,925 Operating Operating lease liabilities 375,384 304,355 Total lease liabilities $ 442,014 $ 370,736 Weighted-average remaining lease term (in years) Finance 6.69 6.97 Operating 11.42 10.52 Weighted-average discount rate Finance 7.89 % 7.93 % Operating 6.84 % 7.59 % 18 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 The following table summarizes the lease costs recognized in our condensed consolidated statements of operations (in thousands): Three Months Ended March 31, Lease cost type 2021 2020 Finance lease cost Amortization of finance lease ROU assets $ 490 $ 480 Interest on lease liabilities 174 167 Operating lease cost 22,377 26,970 Variable lease cost 1,772 2,695 Short-term lease cost 29 199 Net lease cost $ 24,842 $ 30,511 The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Three Months Ended March 31, Lease type 2021 2020 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,539 $ 388 Operating cash flows from finance leases 176 162 Operating cash flows from operating leases 19,704 24,986 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 1,072 1,590 ROU assets obtained in exchange for new operating lease liabilities 85,426 2,996 ROU assets terminated in exchange for release from operating lease liabilities — 7,738 The table below includes the estimated future undiscounted cash flows for finance and operating leases as of March 31, 2021 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2021 (1) $ 1,500 $ 67,265 $ 68,765 2022 1,913 75,600 77,513 2023 1,906 61,733 63,639 2024 1,595 52,070 53,665 2025 1,355 50,728 52,083 2026 890 46,341 47,231 Thereafter 2,284 236,434 238,718 Total lease payments 11,443 590,171 601,614 Less amount representing interest ( 2,702 ) ( 156,898 ) ( 159,600 ) Present value of lease liabilities $ 8,741 $ 433,273 $ 442,014 _________________________________________________________ (1) Represents the period from April 1, 2021 to December 31, 2021. Additionally, we have $ 6.6 million in future undiscounted cash flows for operating 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, 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 19 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 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 Transaction”). 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 Transaction 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 Gain on sale of assets, net on our condensed consolidated statements of operations for the three months ended March 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 Transaction, 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 condensed 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. Note 13— 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. Environmental Matters Like other petroleum refiners, our operations are subject to extensive and periodically-changing federal, state, and local environmental laws and regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time. Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows. Wyoming Refinery Our Wyoming refinery is subject to a number of consent decrees, orders, and settlement agreements involving the EPA and/or the Wyoming Department of Environmental Quality, some of which date back to the late 1970s and several of which remain in effect, requiring further actions at the Wyoming refinery. The largest cost component arising from these various decrees relates to the investigation, monitoring, and remediation of soil, groundwater, surface water, and sediment contamination associated with the facility’s historic operations. Investigative work by Hermes Consolidated LLC, and its wholly owned subsidiary, Wyoming Pipeline Company (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. As of March 31, 2021, we have accrued $ 16.3 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. 20 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and replace those impoundments with a new wastewater treatment system. Based on current information, reasonable estimates we have received suggest costs of approximately $ 11.6 million to design and construct a new wastewater treatment system. Finally, among the various historic consent decrees, orders, and settlement agreements into which Wyoming Refining has entered, there are several penalty orders associated with exceedances of permitted limits by the Wyoming refinery’s wastewater discharges. Although the frequency of these exceedances has declined over time, Wyoming Refining may become subject to new penalty enforcement action in the next several years, which could involve penalties in excess of $ 300,000 . Regulation of Greenhouse Gases The EPA regulates greenhouse gases (“GHG”) under the federal Clean Air Act (“CAA”). New construction or material expansions that meet certain GHG emissions thresholds will likely require that, among other things, a GHG permit be issued in accordance with the federal CAA regulations and we will be required, in connection with such permitting, to undertake a technology review to determine appropriate controls to be implemented with the project in order to reduce GHG emissions. Furthermore, the EPA is currently developing refinery-specific GHG regulations and performance standards that are expected to impose GHG emission limits and/or technology requirements. These control requirements may affect a wide range of refinery operations. Any such controls could result in material increased compliance costs, additional operating restrictions for our business, and an increase in the cost of the products we produce, which could have a material adverse effect on our financial condition, results of operations, or cash flows. Additionally, the EPA’s final rule updating standards that control toxic air emissions from petroleum refineries imposed additional controls and monitoring requirements on flaring operations, storage tanks, sulfur recovery units, delayed coking units, and required fenceline monitoring. Compliance with this rule has not had a material impact on our financial condition, results of operations, or cash flows to date. In 2007, the State of Hawaii passed Act 234, which required that GHG emissions be rolled back on a statewide basis to 1990 levels by the year 2020. In June of 2014, the Hawaii Department of Health (“DOH”) adopted regulations that require each major facility to reduce CO 2 emissions by 16% by 2020 relative to a calendar year 2010 baseline (the first year in which GHG emissions were reported to the EPA under 40 CFR Part 98). The Hawaii refineries’ capacity to materially reduce fuel use and GHG emissions is limited because most energy conservation measures have already been implemented over the past 20 years. The regulation allows for “partnering” with other facilities (principally power plants) that have already dramatically reduced greenhouse emissions or are on schedule to reduce CO 2 emissions in order to comply independently with the state’s Renewable Portfolio Standards. Accordingly, our Hawaii refineries submitted a GHG reduction plan that incorporates the partnering provisions and demonstrates that additional reductions are not cost-effective or necessary because of the Hawaii refineries’ shared baseline allocation and because the State of Hawaii has already reached the 1990 levels according to a report prepared by the DOH in January 2019. In 2007, the U.S. Congress passed the Energy Independence and Security Act (the “EISA”) which, among other things, set a target fuel economy standard of 35 miles per gallon for the combined fleet of cars and light trucks in the U.S. by model year 2020 and contained an expanded Renewable Fuel Standard (the “RFS”). In August 2012, the EPA and National Highway Traffic Safety Administration (“NHTSA”) jointly adopted regulations that establish vehicle carbon dioxide emissions standards and an average industry fuel economy of 54.5 miles per gallon by model year 2025. On August 8, 2018, the EPA and NHTSA jointly proposed to revise existing fuel economy standards for model years 2021-2025 and to set standards for 2026 for the first time. On March 31, 2020, the agencies released updated fuel economy and vehicle emissions standards, which provide for an increase in stringency by 1.5% each year through model year 2026, as compared with the standards issued in 2012 that required 5% annual increases. Higher fuel economy standards have the potential to reduce demand for our refined transportation fuel products. Under EISA, the RFS requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply, up to 36 billion gallons by 2022. 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. We, and other refiners subject to the RFS, may meet the RFS requirements by blending the necessary volumes of renewable fuels produced by us or purchased from third parties. To the extent that refiners will not or cannot blend renewable fuels into the products they produce in the quantities required to satisfy their obligations under the RFS program, those refiners must purchase renewable credits, referred to as RINs, to maintain compliance. To the extent that we exceed the minimum volumetric requirements for blending of renewable fuels, we have the option of retaining these RINs for current or future RFS 21 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 compliance or selling those RINs on the open market. The EPA has not yet set volumetric requirements for 2021, which makes it difficult to estimate our obligations. 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. In October 2010, the EPA issued a partial waiver decision under the federal CAA to allow for an increase in the amount of ethanol permitted to be blended into gasoline from 10% (“E10”) to 15% (“E15”) for 2007 and newer light duty motor vehicles. In 2019, the EPA approved year-round sales of E15. There are numerous issues, including state and federal regulatory issues, that need to be addressed before E15 can be marketed on a large scale for use in traditional gasoline engines; however, increased renewable fuel in the nation’s transportation fuel supply could reduce demand for our refined products. In March 2014, the EPA published a final Tier 3 gasoline standard that requires, among other things, that gasoline contain no more than 10 parts per million (“ppm”) sulfur on an annual average basis and no more than 80 ppm sulfur on a per-gallon basis. The standard also lowers the allowable benzene, aromatics, and olefins content of gasoline. The effective date for the new standard was January 1, 2017, however, approved small volume refineries had until January 1, 2020 to meet the standard. The Par East Hawaii refinery was required to comply with Tier 3 gasoline standards within 30 months of June 21, 2016, the date it was disqualified from small volume refinery status. On March 19, 2015, the EPA confirmed the small refinery status of our Wyoming refinery. The Par East Hawaii refinery, our Wyoming refinery, and our Washington refinery, acquired in January 2019, were all granted small refinery status by the EPA for 2018. All of our refineries are compliant with the final Tier 3 gasoline standard. Beginning on June 30, 2014, new sulfur standards for fuel oil used by marine vessels operating within 200 miles of the U.S. coastline (which includes the entire Hawaiian Island chain) were lowered from 10,000 ppm (1%) to 1,000 ppm (0.1%). The sulfur standards began at the Hawaii refineries and were phased in so that by January 1, 2015, they were to be fully aligned with the International Marine Organization (“IMO”) standards and deadline. The more stringent standards apply universally to both U.S. and foreign-flagged ships. Although the marine fuel regulations provided vessel operators with a few compliance options such as installation of on-board pollution controls and demonstration unavailability, many vessel operators will be forced to switch to a distillate fuel while operating within the Emission Control Area (“ECA”). Beyond the 200 mile ECA, large ocean vessels are still allowed to burn marine fuel with up to 3.5% sulfur. Our Hawaii refineries are capable of producing the 1% sulfur residual fuel oil that was previously required within the ECA. Although our Hawaii refineries remain in a position to supply vessels traveling to and through Hawaii, the market for 0.1% sulfur distillate fuel and 3.5% sulfur residual fuel is much more competitive. In addition to U.S. fuels requirements, the IMO has also adopted newer standards that further reduce the global limit on sulfur content in maritime fuels to 0.5% beginning in 2020 (“IMO 2020”). Like the rest of the refining industry, we are focused on meeting these standards and may incur costs in producing lower-sulfur fuels. There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA, RFS, IMO 2020, 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 Par Hawaii Refining, LLC (“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 22 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 decree related to acts or omissions of Tesoro prior to the date of the closing of the PHR acquisition, and claims and losses related to the Pearl City Superfund Site. Tesoro’s indemnification obligations are subject to certain limitations as set forth in the Environmental Agreement. These limitations include a deductible of $ 1 million and a cap of $ 15 million for certain of Tesoro’s indemnification obligations related to certain pre-existing conditions, as well as certain restrictions regarding the time limits for submitting notice and supporting documentation for remediation actions. Recovery Trusts We emerged from the reorganization of Delta Petroleum Corporation (“Delta”) on August 31, 2012 (“Emergence Date”), when the plan of reorganization (“Plan”) was consummated. On the Emergence Date, we formed the Delta Petroleum General Recovery Trust (“General Trust”). The General Trust was formed to pursue certain litigation against third parties, including preference actions, fraudulent transfer and conveyance actions, rights of setoff and other claims, or causes of action under the U.S. Bankruptcy Code and other claims and potential claims that Delta and its subsidiaries (collectively, “Debtors”) hold against third parties. On February 27, 2018, the Bankruptcy Court entered its final decree closing the Chapter 11 bankruptcy cases of Delta and the other Debtors, discharging the trustee for the General Trust, and finding that all assets of the General Trust were resolved, abandoned, or liquidated and have been distributed in accordance with the requirements of the Plan. In addition, the final decree required the Company or the General Trust, as applicable, to maintain the current accruals owed on account of the remaining claims of the U.S. Government and Noble Energy, Inc. As of March 31, 2021, two related claims totaling approximately $ 22.4 million remained to be resolved and we have accrued approximately $ 0.5 million representing the estimated value of claims remaining to be settled which are deemed probable and estimable at period end. One of the two remaining claims was filed by the U.S. Government for approximately $ 22.4 million relating to ongoing litigation concerning a plugging and abandonment obligation in Pacific Outer Continental Shelf Lease OCS-P 0320, comprising part of the Sword Unit in the Santa Barbara Channel, California. The second unliquidated claim, which is related to the same plugging and abandonment obligation, was filed by Noble Energy Inc., the operator and majority interest owner of the Sword Unit. We believe the probability of issuing stock to satisfy the full claim amount is remote, as the obligations upon which such proof of claim is asserted are joint and several among all working interest owners and Delta, our predecessor, only owned an approximate 3.4 % aggregate working interest in the unit. The settlement of claims is subject to ongoing litigation and we are unable to predict with certainty how many shares will be required to satisfy all claims. Pursuant to the Plan, allowed claims are settled at a ratio of 54.4 shares per $1,000 of claim. Note 14— Stockholders’ Equity 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 $ 87.4 million, after deducting underwriting discounts and commissions and offering expenses. We intend to use the net proceeds from the Equity Offering for general corporate purposes, including repaying indebtedness, capital expenditures, and funding working capital. 23 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 Incentive Plans 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 Par Pacific Holdings, Inc. 2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands): Three Months Ended March 31, 2021 2020 Restricted Stock Awards $ 1,112 $ 915 Restricted Stock Units $ 327 $ 320 Stock Option Awards $ 447 $ 380 During the three months ended March 31, 2021, we granted 426 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 7.0 million. As of March 31, 2021, there were approximately $ 12.9 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 2.0 years. During the three months ended March 31, 2021, we granted 382 thousand stock option awards with a weighted-average exercise price of $ 16.52 per share. As of March 31, 2021, there were approximately $ 5.3 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 2.1 years. During the three months ended March 31, 2021, we granted 64 thousand performance restricted stock units to executive officers. These performance restricted stock units had a fair value of approximately $ 1.1 million and are subject to certain annual performance targets based on three-year -performance periods as defined by our Board of Directors. As of March 31, 2021, there were approximately $ 1.8 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 2.3 years. Note 15— Income (Loss) per Share Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under the common stock warrants, representing 249 thousand shares during the three months ended March 31, 2020. The common stock warrants are included in the calculation of basic income (loss) per share for the three months ended March 31, 2020 because they were issuable for minimal consideration. As of March 31, 2020, the previously outstanding common stock warrants had been exercised for common stock and no warrants were outstanding. 24 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended March 31, 2021 2020 Net Loss $ ( 62,227 ) $ ( 222,337 ) Less: Undistributed income allocated to participating securities — — Net loss attributable to common stockholders ( 62,227 ) ( 222,337 ) Plus: Net income effect of convertible securities — — Numerator for diluted loss per common share $ ( 62,227 ) $ ( 222,337 ) Basic weighted-average common stock shares outstanding 54,280 53,153 Plus: dilutive effects of common stock equivalents — — Diluted weighted-average common stock shares outstanding 54,280 53,153 Basic loss per common share $ ( 1.15 ) $ ( 4.18 ) Diluted loss per common share $ ( 1.15 ) $ ( 4.18 ) Diluted income (loss) per common share excludes the following equity instruments because their effect would be anti-dilutive: Shares of unvested restricted stock 674 437 Shares of stock options 2,086 1,939 Common stock equivalents using the if-converted method of settling the 5.00% Convertible Senior Notes 2,704 2,704 Note 16— Income Taxes In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management continues to conclude that we did not meet the “more likely than not” requirement in order to recognize deferred tax assets on the remaining amounts and a valuation allowance has been recorded for substantially all of our net deferred tax assets at March 31, 2021 and December 31, 2020. We believe that any adjustment to our uncertain tax positions would no t have a material impact on our financial statements given the Company’s deferred tax and corresponding valuation allowance position as of March 31, 2021 and December 31, 2020. As of December 31, 2020, we had approximately $ 1.7 billion in net operating loss carryforwards (“NOL carryforwards”); however, we currently have a valuation allowance against this and substantially all of our other deferred taxed assets. 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, retail, and logistics 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, retail, and logistics operations. Note 17— Segment Information We report the results for the following four reportable segments: (i) Refining, (ii) Retail, (iii) Logistics, and (iv) Corporate and Other. 25 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 Summarized financial information concerning reportable segments consists of the following (in thousands): Three Months Ended March 31, 2021 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 838,755 $ 41,309 $ 91,188 $ ( 82,572 ) $ 888,680 Cost of revenues (excluding depreciation) 883,477 22,082 65,872 ( 82,568 ) 888,863 Operating expense (excluding depreciation) 53,338 3,896 16,954 — 74,188 Depreciation, depletion, and amortization 14,064 5,254 2,660 902 22,880 Impairment expense — — — — — Loss (gain) on sale of assets, net ( 21,259 ) — ( 43,653 ) — ( 64,912 ) General and administrative expense (excluding depreciation) — — — 11,885 11,885 Acquisition and integration costs — — — 438 438 Operating income (loss) $ ( 90,865 ) $ 10,077 $ 49,355 $ ( 13,229 ) $ ( 44,662 ) Interest expense and financing costs, net ( 18,151 ) Debt extinguishment and commitment costs ( 1,507 ) Gain on curtailment of pension obligation 2,032 Other income, net 61 Equity losses from Laramie Energy, LLC — Loss before income taxes ( 62,227 ) Income tax expense — Net loss $ ( 62,227 ) Capital expenditures $ 4,575 $ 2,851 $ 592 $ 160 $ 8,178 Three Months Ended March 31, 2020 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 1,148,126 $ 59,150 $ 102,813 $ ( 106,006 ) $ 1,204,083 Cost of revenues (excluding depreciation) 1,213,353 31,436 71,430 ( 106,008 ) 1,210,211 Operating expense (excluding depreciation) 52,244 4,271 16,876 — 73,391 Depreciation, depletion, and amortization 12,994 4,667 2,799 823 21,283 Impairment expense 38,105 — 29,817 — 67,922 General and administrative expense (excluding depreciation) — — — 11,784 11,784 Acquisition and integration costs — — — 665 665 Operating income (loss) $ ( 168,570 ) $ 18,776 $ ( 18,109 ) $ ( 13,270 ) $ ( 181,173 ) Interest expense and financing costs, net ( 18,674 ) Other income, net 24 Change in value of common stock warrants 4,270 Equity losses from Laramie Energy, LLC ( 45,031 ) Loss before income taxes ( 240,584 ) Income tax benefit 18,247 Net loss $ ( 222,337 ) Capital expenditures $ 6,083 $ 7,218 $ 1,334 $ 313 $ 14,948 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 82.6 million and $ 106.0 million for the three months ended March 31, 2021 and 2020, respectively. 26 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2021 and 2020 Note 18— Related Party Transactions Equity Group Investments (“EGI”) - Service Agreement On September 17, 2013, we entered into a letter agreement (“Services Agreement”) with Equity Group Investments (“EGI”), an affiliate of Zell Credit Opportunities Fund, LP (“ZCOF”), which owns 10 % or more of our common stock directly or through affiliates. Pursuant to the Services Agreement, EGI agreed to provide us with ongoing strategic, advisory, and consulting services that may include (i) advice on financing structures and our relationship with lenders and bankers, (ii) advice regarding public and private offerings of debt and equity securities, (iii) advice regarding asset dispositions, acquisitions, or other asset management strategies, (iv) advice regarding potential business acquisitions, dispositions, or combinations involving us or our affiliates, or (v) such other advice directly related or ancillary to the above strategic, advisory, and consulting services as may be reasonably requested by us. EGI does not receive a fee for the provision of the strategic, advisory, or consulting services set forth in the Services Agreement, but may be periodically reimbursed by us, upon request, for (i) travel and out-of-pocket expenses, provided that, in the event that such expenses exceed $ 50 thousand in the aggregate with respect to any single proposed matter, EGI will obtain our consent prior to incurring additional costs, and (ii) provided that we provide prior consent to their engagement with respect to any particular proposed matter, all reasonable fees and disbursements of counsel, accountants, and other professionals incurred in connection with EGI’s services under the Services Agreement. In consideration of the services provided by EGI under the Services Agreement, we agreed to indemnify EGI for certain losses relating to or arising out of the Services Agreement or the services provided thereunder. The Services Agreement has a term of one year and will be automatically extended for successive one-year periods unless terminated by either party at least 60 days prior to any extension date. There were no costs incurred related to this agreement during the three months ended March 31, 2021 or 2020. Note 19— Subsequent Events On May 4, 2021, we amended the Supply and Offtake Agreements and extended the term expiry date from May 31, 2021, to June 30, 2021. We expect to finalize a new multi-year agreement during the second quarter of 2021. 27