23 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated March 8, 2021, expressed an unqualified opinion on those financial statements.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 25, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
16 unchanged sentences
Houston, Texas
−Removed: March 8, 2021
+Added: February 25, 2022
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
16 unchanged sentences
Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 7, 2012.
−Removed: 2.2 Contribution Agreement, dated as of June 4, 2012, among Piceance Energy, LLC, Laramie Energy, LLC and the Company.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 8, 2012.
2.2 Membership Interest Purchase Agreement dated as of June 17, 2013, by and among Tesoro Corporation, Tesoro Hawaii, LLC, and Hawaii Pacific Energy, LLC.
31 unchanged sentences
Incorporated by reference to Exhibit 4.3 to the Company’s registration statement on Form S-3 filed on December 21, 2018.
−Removed: 4.4 Par Pacific Holdings, Inc.
−Removed: Amended and Restated 2012 Long Term Incentive Plan.
−Removed: Incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed on April 21, 2016.****
−Removed: 4.5 Par Pacific Holdings, Inc.
−Removed: Second Amended and Restated 2012 Long Term Incentive Plan.
−Removed: Incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-8 filed on May 18, 2018.****
−Removed: 4.6 Par Pacific Holdings, Inc.
−Removed: 2018 Employee Stock Purchase Plan.
−Removed: Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on May 18, 2018.****
−Removed: 4.7 Registration Rights Agreement dated as of September 25, 2013, by and among the Company and the Purchasers party thereto.
−Removed: Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 27, 2013.
4.4 Stockholders Agreement dated April 10, 2015.
Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 13, 2015.
−Removed: 4.9 Registration Rights Agreement, dated June 21, 2016, between Par Pacific Holdings, Inc.
−Removed: and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the Initial Purchasers.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 22, 2016.
−Removed: 4.10 Registration Rights Agreement dated as of July 14, 2016, by and among Par Pacific Holdings, Inc.
−Removed: and the purchasers party thereto.
−Removed: Incorporated by Reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 15, 2016.
−Removed: 4.11 First Amendment to Registration Rights Agreement dated as of September 27, 2016, by and among the Company and the purchasers party thereof.
−Removed: Incorporated by reference to Exhibit 4.14 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2016.
−Removed: 4.12 Second Amendment to Registration Rights Agreement dated as of September 30, 2016, by and among the Company and the holders party thereto.
−Removed: Incorporated by reference to Exhibit 4.15 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2016.
−Removed: 4.13 Third Amendment to Registration Rights Agreement dated as of October 7, 2016, by and among the Company and the holders party thereto.
−Removed: Incorporated by reference to Exhibit 4.16 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2016.
−Removed: 4.14 Fourth Amendment to Registration Rights Agreement dated as of October 14, 2016, by and among the Company and the holders party thereto.
−Removed: Incorporated by reference to Exhibit 4.17 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2016.
−Removed: 4.15 Fifth Amendment to Registration Rights Agreement dated as of October 21, 2016, by and among the Company and the holders party thereto.
−Removed: Incorporated by reference to Exhibit 4.18 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2016.
−Removed: 4.16 Sixth Amendment to Registration Rights Agreement dated as of October 28, 2016 by and among the Company and the holders party thereto.
−Removed: Incorporated by reference to Exhibit 4.19 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2016.
4.5 Indenture, dated June 21, 2016, between Par Pacific Holdings, Inc.
5 unchanged sentences
Incorporated by reference to Exhibit 4.21 to the Company’s registration statement on Form S-3 filed on December 21, 2018.
+Added: 4.8 Stockholders Agreement dated April 10, 2015.
+Added: Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 13, 2015.
4.9 Second Supplemental Indenture, dated January 11, 2019, among Par Tacoma, LLC (f/k/a TrailStone NA Asset Finance I, LLC), U.S.
3 unchanged sentences
Incorporated by reference to Exhibit 4.23 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2020.
−Removed: 4.22 Registration Rights Agreement dated as of December 19, 2018, by and between the Company and IES Downstream, LLC.
−Removed: Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 20, 2018.
−Removed: 4.23 Registration Rights Agreement dated as of January 11, 2019, by and between the Company and TrailStone NA Oil & Refining Holdings, LLC.
−Removed: Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 14, 2019.
4.11 Indenture, dated as of June 5, 2020, among Par Petroleum, LLC, Par Petroleum Finance Corp., the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee and Collateral Trustee.
1 unchanged sentence
4.12 Description of Registrant’s Securities.*
−Removed: 10.1 Loan and Security Agreement dated as of December 21, 2017, among Par Petroleum, LLC, Par Hawaii, Inc, Mid Pac Petroleum, LLC, HIE Retail, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company, LLC, and the other members party thereto, the financial institutions party thereto, and Bank of America, N.A., as administrative agent.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 22, 2017.
10.1 Fourth Amended and Restated Limited Liability Company Agreement of Laramie Energy, LLC, dated as of October 18, 2018, by and among Par Piceance Energy Equity LLC and the other members party thereto.
Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2018.
−Removed: 10.3 Credit Agreement dated as of June 4, 2012 among Piceance Energy, LLC, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent and Wells Fargo Bank, National Association, as syndication agent.
−Removed: Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 7, 2012.
−Removed: 10.4 First Amendment to Credit Agreement dated August 31, 2012, by and among Piceance Energy, LLC, the financial institutions party thereto and JPMorgan Chase Bank, N.A.
−Removed: Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 7, 2012.
10.2 Delta Petroleum General Recovery Trust Agreement dated August 27, 2012, by and among the Company, DPCA LLC, Delta Exploration Company, Inc., Delta Pipeline, LLC, DLC, Inc., CEC, Inc., Castle Texas Production Limited Partnership, Amber Resources Company of Colorado, Castle Exploration Company, Inc., and John T.
Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 7, 2012.
+Added: 10.3 Par Pacific Holdings, Inc.
+Added: Amended and Restated 2012 Long Term Incentive Plan.
+Added: Incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed on April 21, 2016.****
+Added: 10.4 Par Pacific Holdings, Inc.
+Added: Second Amended and Restated 2012 Long Term Incentive Plan.
+Added: Incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-8 filed on May 18, 2018.****
+Added: 10.5 Par Pacific Holdings, Inc.
+Added: 2018 Employee Stock Purchase Plan.
+Added: Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on May 18, 2018.****
10.6 Form of Indemnification Agreement between the Company and its Directors and Executive Officers.
23 unchanged sentences
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2015.****
−Removed: 10.18 Amended and Restated Supply and Offtake Agreement dated as of December 21, 2017, between Par Hawaii Refining, LLC and J.
−Removed: Aron & Company, LLC.
−Removed: Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 22, 2017.
−Removed: 10.19 Amendment to Amended and Restated Supply and Offtake Agreement dated as of December 5, 2018, between Par Hawaii Refining, LLC and J.
−Removed: Aron & Company, LLC.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 11, 2018.
−Removed: 10.20 Amendment to Amended and Restated Supply and Offtake Agreement dated as of February 19, 2019 by and among Par Hawaii Refining, LLC, Par Petroleum, LLC, and J.
−Removed: Aron & Company LLC.
−Removed: Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
−Removed: 10.21 Amendment to Amended and Restated Supply and Offtake Agreement dated as of June 20, 2019, among Par Hawaii Refining, LLC f/k/a Hawaii Independent Energy, LLC, Par Petroleum, LLC, and J.
+Added: 10.18 Second Amended and Restated Supply and Offtake Agreement dated as of June 1, 2021, between Par Hawaii Refining, LLC and J.
Aron & Company, LLC.
Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2021.
−Removed: 10.22 Amendment to Amended and Restated Supply and Offtake Agreement dated as of March 31, 2020, by and among Par Hawaii Refining, LLC f/k/a Hawaii Independent Energy, LLC, Par Petroleum, LLC, and J.
−Removed: Aron & Company LLC.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 11 , 2020.
−Removed: 10.23 Amended and Restated Pledge and Security Agreement dated as of December 21, 2017, between Par Hawaii Refining, LLC and J.
−Removed: Aron & Company, LLC.
−Removed: Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 22, 2017.
−Removed: 10.24 Amendment to Amended and Restated Pledge and Security Agreement dated January 11, 2019, among Par Hawaii Refining, LLC and J.
−Removed: Aron & Company LLC.
−Removed: Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on January 14, 2019.
+Added: 10.19 Amended and Restated Guaranty dated June 1, 2021 in favor of J.
+Added: Aron & Company LLC by Par Petroleum, LLC.
+Added: Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2021 .
10.20 Environmental Indemnity Agreement dated as of June 1, 2015, by Hawaii Independent Energy, LLC in favor of J.
12 unchanged sentences
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 6, 2017.
−Removed: 10.30 First Amendment to Loan and Security Agreement dated as of April 3, 2018 by and among Par Petroleum, LLC, Par Hawaii, Inc., Mid Pac Petroleum, LLC, HIE Retail, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company, and Bank of America N.A.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018.
10.25 Asset Purchase Agreement dated as of January 9, 2018 by and among CHS Inc., Par Hawaii, Inc., and Par Pacific Holdings, Inc.
8 unchanged sentences
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 14, 2019.
−Removed: 10.35 Fourth Amendment to Loan and Security Agreement, dated as of January 11, 2019, among Par Petroleum, LLC, Par Hawaii, Inc., Mid Pac Petroleum, LLC, HIE Retail, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, the guarantors party thereto, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent and collateral agent for the lenders.
−Removed: Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 14, 2019.
−Removed: 10.36 Fifth Amendment to Loan and Security Agreement, dated as of June 5, 2020, among Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, the guarantors party thereto, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent and collateral agent for the lenders.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on June 8, 2020.
10.29 Conformed Copy of First Lien ISDA Master Agreement dated as of January 11, 2019, between Merrill Lynch Commodities, Inc.
5 unchanged sentences
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 4, 2019.
−Removed: 10.39 Thirteenth Amendment to First Lien ISDA 2002 Master Agreement entered into as of February 11, 2021 by and between U.S.
+Added: 10.31 Eig h teenth Amendment to First Lien ISDA 2002 Master Agreement entered into as of December 17, 2021 by and between U.S.
Oil & Refining Co.
and Merrill Lynch Commodities, Inc.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2021.
−Removed: 10.40 Omnibus Amendment to Amended and Restated Pledge and Security Agreement and Amended and Restated Supply and Offtake Agreement, dated as of June 5, 2020, among Par Hawaii Refining, LLC, Par Petroleum, LLC and J.
−Removed: Aron & Company LLC.
−Removed: Incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on June 8, 2020.
−Removed: 10.41 Increase Agreement dated July 24, 2018 among Par Petroleum, LLC, Par Hawaii, Inc., Mid Pac Petroleum, LLC, HIE Retail, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company, LLC, and certain lenders.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 27, 2018.
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 20, 2021
+Added: 10.32 Nineteenth Amendment to First Lien ISDA 2002 Master Agreement entered into as of February 24, 2022 by and between U.S.
+Added: Oil & Refining Co.
+Added: and Merrill Lynch Commodities, Inc.*
10.33 Topping Unit Purchase Agreement by and among IES Downstream, LLC, Eagle Island, LLC, Par Hawaii Refining, LLC, and Par Pacific Holdings, Inc., dated as of August 29, 2018.
Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2018.
−Removed: 10.43 Second Amendment to Loan and Security Agreement dated as of October 16, 2018 by and among Par Petroleum, LLC, Par Hawaii, Inc., Mid Pac Petroleum, LLC, HIE Retail, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company, LLC, and the other members party thereto, the financial institutions party thereto, and Bank of America, N.A., as administrative agent.
−Removed: Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2018.
−Removed: 10.44 Form of Exchange Agreement.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 16, 2019.
−Removed: 10.45 Pledge and Security Agreement dated as of December 21, 2017 among Par Petroleum, LLC and Wilmington Trust, National Association, as collateral trustee.
+Added: 10.34 Pledge and Security Agreement dated as of December 21, 2017 among Par Petroleum, LLC , the other grantors party thereto, and Wilmington Trust, National Association, as collateral trustee.
+Added: Incorporated by reference to Exhibit 10.45 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2021.
+Added: 10.35 Amendment No.
+Added: 1 and Assumption Agreement to Pledge and Security Agreement dated as of August 19, 2019, among Par Petroleum, LLC, and the other grantors party thereto and Wilmington Trust, National Association, as collateral trustee.*
+Added: 10.36 Amendment No.
+Added: 2 and Assumption Agreement to Pledge and Security Agreement dated as of May 12, 2020, among Par Petroleum, LLC, and the other grantors party thereto and Wilmington Trust, National Association, as collateral trustee.*
+Added: 10.37 Amendment No.
+Added: 3 and Assumption Agreement to Pledge and Security Agreement dated as of June 4, 2020, among Par Petroleum, LLC, and the other grantors party thereto and Wilmington Trust, National Association, as collateral trustee.*
+Added: 10.38 Purchase Agreement and Escrow Instructions, dated as of February 11, 2021, by and among Par Hawaii, LLC, Par Pacific Hawaii Property Company, LLC, MDC Coast HI 1, LLC, and Fidelity National Title Ins u r ance Company.
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2021.
+Added: 10.39 Amended and Restated Master Land and Building Lease Agreement, dated as of March 12, 2021, by and among Par Hawaii, LLC, Par Petroleum, LLC and MDC Coast HI 1, LLC.
+Added: Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on Form 8-K filed on May 7, 2021 .
+Added: 10.40 Amended and Restated Loan and Security Agreement dated as of February 2, 2022, among Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, the guarantors party thereto, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent.
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 4, 2022.
+Added: 10.41 Thirteenth Amendment to First Lien ISDA 2002 Master Agreement entered into as of February 11, 2021, by and between U.S.
+Added: Oil & Refining Co.
+Added: and Merrill Lynch Commodities, Inc.
+Added: Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on Form 8-K filed on February 16, 2021.
+Added: 10.42 Second Amended and Restated Pledge and Security Agreement dated June 1, 2021 in favor of J.
+Added: Aron & Company LLC by Par Hawaii Refining, LLC.*
14.1 Par Pacific Holdings, Inc.
19 unchanged sentences
**** Management contract or compensatory plan or arrangement.
−Removed: # Confidential treatment has been granted for portions of this exhibit.
−Removed: Omissions are designated with brackets containing asterisks.
−Removed: As part of our confidential treatment request, a complete version of this exhibit has been filed separately with the SEC.
+Added: # Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: Report of Independent Registered Public Accounting Firm F- 2
+Added: Report of Independent Registered Public Accounting Firm
+Added: Auditor Name:
+Added: Deloitte & Touch LLP ;
+Added: Auditor Firm ID:
+Added: Auditor Location:
+Added: Houston, Texas
Consolidated Balance Sheets F- 5
10 unchanged sentences
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2021 expressed an unqualified opinion on the Company’s internal control over financial reporting.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2022 expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
9 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
+Added: we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill — Certain Reporting Units — Refer to Notes 2 and 10 to the financial statements.
2 unchanged sentences
The Company determines the fair value of its reporting units using the discounted cash flow model and the market approach.
−Removed: The determination of the fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to discount rates and forecasts of future gross margin and operating expenses.
+Added: The determination of the fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to discount rates and long-term growth rates as well as forecasts of future gross margin, capital expenditures, and operating expenses.
The determination of the fair value using the market approach requires management to make significant assumptions related to valuation multiples.
Changes in these assumptions could have a significant impact on either the fair value, or the amount of any goodwill impairment charge, or both.
−Removed: The goodwill balance was $128.0 million as of December 31, 2020, net of a $67.9 million impairment loss recorded during the year ended December 31, 2020.
−Removed: We identified goodwill associated with certain reporting units as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting units and, consequently, the difference between their fair value
−Removed: and carrying value.
−Removed: The audit procedures performed to evaluate the reasonableness of management’s estimates and assumptions related to the selection of discount rate, valuation multiples, and forecasts of future gross margin and operating expenses required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
+Added: The goodwill balance was $127.3 million as of December 31, 2021.
+Added: No impairment loss was recorded during the year ended December 31, 2021.
+Added: We identified goodwill associated with certain reporting units as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting units and, consequently, the difference between their fair value and carrying value.
+Added: The audit procedures performed to evaluate the reasonableness of management’s estimates and assumptions related to the selection of discount rates, long-term growth rates, valuation multiples, and forecasts of future gross margin, capital expenditures, and operating expenses required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the discount rate, valuation multiples, and forecasts of future gross margin and operating expenses used by management to estimate the fair value of certain reporting units included the following, among others:
−Removed: • We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the underlying assumptions, such as management’s selection of the discount rate, selection of valuation multiples, and forecasts of future gross margin and operating expenses.
−Removed: • We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.
−Removed: • We evaluated the reasonableness of management’s gross margin and operating expenses forecasts by comparing the forecasts to:
+Added: Our audit procedures related to the discount rates, long-term growth rates, valuation multiples, and forecasts of future gross margin, capital expenditures, and operating expenses used by management to estimate the fair value of certain reporting units included the following, among others:
+Added: • We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the underlying assumptions, such as management’s selection of the discount rates, long-term growth rates, and valuation multiples as well as forecasts of future gross margin, capital expenditures, and operating expenses.
+Added: • We evaluated management’s ability to accurately forecast future gross margin, capital expenditures, and operating expenses by comparing actual results to management’s historical forecasts.
+Added: • We evaluated the reasonableness of management’s forecasts by comparing the forecasts to:
• Historical financial results.
1 unchanged sentence
• Forecasted information included in Company press releases as well as in analyst and industry reports for the Company and certain of its peer companies.
−Removed: • We evaluated the impact of changes in financial results compared to management’s forecast between the March 31, 2020 interim measurement date and the October 1, 2020 annual measurement date.
−Removed: • We evaluated the impact of changes in management’s forecasts from the measurement dates to December 31, 2020.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) discount rate, and (3) valuation multiples by:
−Removed: • Testing the source information underlying the determination of the discount rate and valuation multiples and the mathematical accuracy of the calculations.
−Removed: • Developing a range of independent estimates and comparing those to the discount rate and valuation multiples selected by management.
−Removed: Impairment – Investment in Laramie Energy, LLC — Refer to Note 3 to the financial statements.
−Removed: Critical Audit Matter Description
−Removed: The Company’s investment in Laramie Energy, LLC is evaluated for impairment when events or changes in circumstances indicate that the carrying value of the Company’s investment may not be recoverable.
−Removed: The Company’s evaluation of the recoverability of its investment involves comparison of the estimated fair value based on discounted future cash flows expected to be generated by Laramie Energy, LLC to the carrying amount of its investment.
−Removed: At March 31, 2020, the Company conducted an impairment evaluation of its investment in Laramie Energy, LLC because of (i) the global economic impact of the COVID-19 pandemic, (ii) an increase in the weighted-average cost of capital for energy companies, and (iii) continuing declines in natural gas prices through the first quarter of 2020.
−Removed: As the carrying value of the Company’s investment was determined not to be recoverable, the Company adjusted its investment to fair value based on the discounted future cash flows and recognized an impairment for the carrying amount in excess of fair value.
−Removed: Due to a $45.3 million other-than-temporary impairment charge recorded and additional losses incurred by Laramie Energy, LLC during the year ended December 31, 2020, the Company no longer had any carrying amount recorded related to its investment in Laramie Energy, LLC as of December 31, 2020.
−Removed: The development of the Company’s oil and natural gas reserve quantities and the related discounted future cash flows requires management to make significant estimates and assumptions related to future oil and natural gas prices and the discount rate applied to future cash flows.
−Removed: Laramie Energy, LLC engages an independent reserve engineer to estimate the oil and natural gas quantities using these estimates and assumptions and engineering data.
−Removed: Changes in these assumptions or engineering data could have a significant impact on the amount of impairment.
−Removed: The audit procedures performed to evaluate the discounted future cash flows, including management’s estimates and assumptions related to future oil and gas prices and the discount rate applied to future cash flows, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
−Removed: How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to management’s significant judgments and assumptions utilized in the discounted future cash flow analysis included the following, among others:
−Removed: • We tested the effectiveness of controls over the impairment evaluation, including management’s controls over the determination of the fair value of Laramie Energy, LLC and reviewing the work of third-party specialists.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the future oil and natural gas prices and the discount rate applied to future cash flows by:
−Removed: • Understanding the methodology used by management for development of the future oil and natural gas prices and comparing management’s estimates to published forward pricing indices and third-party industry sources.
−Removed: • Understanding the methodology used by management for determination of the applicable discount rate and by comparing it against a discount rate range that was independently developed using publicly available market data for comparable entities.
−Removed: • Evaluating the experience, qualifications and objectivity of Laramie Energy LLC’s expert, an independent reservoir engineering firm.
+Added: • We evaluated the impact of changes in management’s forecasts from the measurement date to December 31, 2021.
+Added: • With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates, long-term growth rates, and valuation multiples by:
+Added: • Testing the source information underlying the determination of the discount rates, long-term growth rates, and valuation multiples and the mathematical accuracy of the calculations.
+Added: • Developing a range of independent estimates and comparing those to the discount rates, long-term growth rates, and valuation multiples selected by management.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
−Removed: March 8, 2021
+Added: February 25, 2022
We have served as the Company’s auditor since 2013.
19 unchanged sentences
Operating lease right-of-use (“ROU”) assets 383,824 357,166
−Removed: Investment in Laramie Energy, LLC — 46,905
Intangible assets, net 16,234 18,892
7 unchanged sentences
Accounts payable 154,543 106,945
−Removed: Deferred revenue 4,083 7,905
Accrued taxes 28,641 27,440
4 unchanged sentences
Long-term debt, net of current maturities 553,717 648,660
−Removed: Common stock warrants — 8,206
Finance lease liabilities 7,691 7,925
26 unchanged sentences
Impairment expense 1,838 85,806 —
+Added: Gain on sale of assets, net ( 64,697 ) — —
General and administrative expense (excluding depreciation) 48,096 41,288 46,223
5 unchanged sentences
Debt extinguishment and commitment costs ( 8,144 ) — ( 11,587 )
−Removed: Other income, net 1,049 2,516 1,046
+Added: Gain on curtailment of pension obligation 2,032 — —
+Added: Other income (expense), net ( 52 ) 1,049 2,516
Change in value of common stock warrants — 4,270 ( 3,199 )
−Removed: Change in value of contingent consideration — — ( 10,500 )
−Removed: Equity earnings (losses) from Laramie Energy, LLC ( 46,905 ) ( 89,751 ) 9,464
+Added: Equity losses from Laramie Energy, LLC — ( 46,905 ) ( 89,751 )
Total other expense, net ( 72,657 ) ( 111,808 ) ( 176,860 )
−Removed: Income (loss) before income taxes ( 429,806 ) ( 28,880 ) 39,760
+Added: Loss before income taxes ( 80,276 ) ( 429,806 ) ( 28,880 )
Income tax benefit (expense) ( 1,021 ) 20,720 69,689
35 unchanged sentences
Deferred taxes ( 260 ) ( 20,895 ) ( 66,886 )
+Added: Gain on sale of assets, net ( 64,697 ) — —
Stock-based compensation 8,165 7,342 6,437
Unrealized (gain) loss on derivative contracts ( 1,393 ) ( 3,322 ) 9,350
−Removed: Equity (earnings) losses from Laramie Energy, LLC 46,905 89,751 ( 9,464 )
+Added: Equity losses from Laramie Energy, LLC — 46,905 89,751
Net changes in operating assets and liabilities:
9 unchanged sentences
Acquisitions of businesses, net of cash acquired — — ( 273,399 )
−Removed: Proceeds (expenditures) related to asset acquisition — 3,226 ( 53,867 )
+Added: Proceeds related to asset acquisition — — 3,226
Capital expenditures ( 29,533 ) ( 63,522 ) ( 83,920 )
−Removed: Other investing activities 58 864 816
−Removed: Net cash used in investing activities ( 63,464 ) ( 353,229 ) ( 175,821 )
+Added: Proceeds from sale of assets 104,161 58 864
+Added: Net cash provided by (used in) investing activities 74,628 ( 63,464 ) ( 353,229 )
Cash flows from financing activities:
7 unchanged sentences
Other financing activities, net ( 879 ) ( 428 ) 582
−Removed: Net cash provided by financing activities 42,559 300,208 41,943
+Added: Net cash provided by (used in) financing activities ( 1,094 ) 42,559 300,208
Net increase (decrease) in cash, cash equivalents, and restricted cash 45,912 ( 58,119 ) 52,609
24 unchanged sentences
Issuance of common stock in connection with acquisition 2,364 23 36,957 — — 36,980
−Removed: Stock-based compensation 147 1 6,195 — — 6,196
−Removed: Purchase of common stock for retirement ( 47 ) — ( 860 ) — — ( 860 )
−Removed: Other comprehensive income — — — — 529 529
−Removed: Net income — — — 39,427 — 39,427
−Removed: Balance, December 31, 2018 46,984 470 617,937 ( 108,751 ) 2,673 512,329
−Removed: Issuance of common stock in connection with acquisition 2,364 23 36,957 — — 36,980
Issuance of common stock for convertible notes repurchase, net (1) 3,243 32 45,585 — — 45,617
13 unchanged sentences
Balance, December 31, 2020 54,003 540 726,504 ( 477,028 ) ( 3,742 ) 246,274
+Added: Common stock offering, net of issuance costs 5,750 58 87,135 — — 87,193
+Added: Issuance of common stock for employee stock purchase plan 85 1 1,420 — — 1,421
+Added: Stock-based compensation 443 4 7,948 — — 7,952
+Added: Purchase of common stock for retirement ( 123 ) ( 1 ) ( 1,352 ) ( 792 ) — ( 2,145 )
+Added: Exercise of stock options 4 — 58 — — 58
+Added: Other comprehensive income — — — — 6,244 6,244
+Added: Net loss — — — ( 81,297 ) — ( 81,297 )
+Added: Balance, December 31, 2021 60,162 $ 602 $ 821,713 $ ( 559,117 ) $ 2,502 $ 265,700
________________________________________
8 unchanged sentences
and its wholly owned subsidiaries (“Par” or the “Company”) own and operate market-leading energy and infrastructure businesses.
−Removed: Our strategy is to acquire and develop businesses in logistically-complex markets.
+Added: Our strategy is to acquire and develop businesses in logistically complex, niche markets.
Currently, we operate in three primary business segments:
−Removed: 1) Refining - We own and operate four refineries, including one idled refinery, with total operating throughput capacity of over 150 thousand barrels per day (“Mbpd”).
−Removed: Our operational refinery in Kapolei, Hawaii, produces ultra-low sulfur diesel (“ULSD”), gasoline, jet fuel, marine fuel, low sulfur fuel oil (“LSFO”), and other associated refined products primarily for consumption in Hawaii.
−Removed: We idled the smaller of our two Kapolei refineries in the first quarter of 2020 for economic reasons.
−Removed: Our refinery in Newcastle, Wyoming, produces gasoline, ULSD, jet fuel, and other associated refined products that are primarily marketed in Wyoming and South Dakota.
−Removed: Our refinery in Tacoma, Washington, produces distillates, gasoline, asphalt, and other associated refined products primarily marketed in the Pacific Northwest.
+Added: 1) Refining - We own and operate three refineries with total operating crude oil throughput capacity of 154 thousand barrels per day (“Mbpd”).
+Added: Our refinery in Kapolei, Hawaii, produces gasoline, jet fuel, ultra-low sulfur diesel (“ULSD”), marine fuel, low sulfur fuel oil (“LSFO”), and other associated refined products primarily for consumption in Hawaii.
+Added: Our refinery in Newcastle, Wyoming, produces gasoline, jet fuel, ULSD, and other associated refined products that are primarily marketed in Wyoming and South Dakota.
+Added: Our refinery in Tacoma, Washington, produces gasoline, jet fuel, ULSD, asphalt, and other associated refined products primarily marketed in the Pacific Northwest.
2) Retail - We operate 119 retail outlets in Hawaii, Washington, and Idaho.
Our fuel retail outlets in Hawaii sell gasoline and diesel throughout the islands of Oahu, Maui, Hawaii, and Kauai.
−Removed: We operate convenience stores at 34 of our Hawaii retail fuel outlets that sell merchandise such as soft drinks, prepared foods, and other sundries.
−Removed: Our Hawaii retail network includes Hele and “76” branded retail sites, company-operated convenience stores, 7-Eleven operated convenience stores, other sites operated by third parties, and unattended cardlock stations.
+Added: We operate convenience stores at 34 of our Hawaii retail fuel outlets under our proprietary “nomnom” brand that sell merchandise such as soft drinks, prepared foods, and other sundries.
+Added: Our Hawaii retail network includes Hele and “76” branded retail sites, “nomnom” branded company-operated convenience stores, 7-Eleven operated convenience stores, other sites operated by third parties, and unattended cardlock stations.
42 of our sites operate under our proprietary Hele (the Hawaiian word for movement or “let’s go”) fuel brand.
Our eight cardlock locations on Kauai are branded Kauai Automated Fuels (“KAF”).
−Removed: Through December 31, 2020, we completed the rebranding of all of our 34 company-operated convenience stores in Hawaii to “nomnom,” a new proprietary brand.
−Removed: As of December 31, 2020, most of our retail outlets in Washington and Idaho continued to operate under the “Cenex®” and “Zip Trip®” brand names.
−Removed: A rebranding of those sites to our proprietary “nomnom” brand began in December 2020 and the rebranding of four sites was completed as of December 31, 2020.
−Removed: As part of the Northwest Retail Acquisition, Par and CHS, Inc.
−Removed: entered into a multi-year branded petroleum marketing agreement for the continued supply of Cenex®-branded refined products to the 33 acquired Cenex® Zip Trip convenience stores.
−Removed: As these stores are rebranded, Par will begin self-supplying the fuel with equity barrels and/or unbranded fuels procured in the open market.
−Removed: 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rockies.
+Added: We operate convenience stores at all 29 of our retail fuel outlets in Washington and Idaho.
+Added: As part of our 2018 acquisition of these retail outlets, we entered into a multi-year branded petroleum marketing agreement for the continued supply of Cenex®-branded refined products to the acquired Cenex® Zip Trip convenience stores.
+Added: As of December 31, 2021, we had completed the rebranding of all of our retail outlets in Washington and Idaho from the “Cenex®” and “Zip Trip®” brand names to our proprietary “nomnom” brand.
+Added: As these stores were rebranded, we began self-supplying the fuel with equity barrels and/or unbranded fuels procured in the open market.
+Added: 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions.
We own and operate terminals, pipelines, a single point mooring (“SPM”), and trucking operations to distribute refined products throughout the islands of Oahu, Maui, Hawaii, Molokai, and Kauai.
11 unchanged sentences
All intercompany balances and transactions have been eliminated in consolidation.
+Added: Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation.
Use of Estimates
2 unchanged sentences
Actual amounts could differ from these estimates.
−Removed: The worldwide spread and severity of a new coronavirus, referred to as COVID-19, and certain developments in the global crude oil markets have impacted our businesses, people, and operations.
+Added: 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 actively responding to these ongoing matters and many uncertainties remain.
12 unchanged sentences
We did not have a material change in our allowances on trade receivables during the years ended December 31, 2021, 2020, or 2019.
−Removed: Commodity inventories, excluding commodity inventories at the Washington refinery, are stated at the lower of cost and net realizable value using the first-in, first-out (“FIFO”) inventory accounting method.
−Removed: Commodity inventories at the Washington refinery are stated at the lower of cost and net realizable value using the last-in, first-out (“LIFO”) inventory accounting method.
+Added: 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.
+Added: 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.
−Removed: All of the crude oil utilized at the Hawaii refineries is financed by J.
+Added: All of the crude oil utilized at the Hawaii refinery is financed by J.
Aron & Company LLC (“J.
−Removed: Aron”) under the Supply and Offtake Agreements as described in Note 11—Inventory Financing Agreements.
+Added: Aron”) under the Supply and Offtake Agreement as described in Note 11—Inventory Financing Agreements.
The crude oil remains in the legal title of J.
10 unchanged sentences
MLC’s credit support can consist 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.
−Removed: Oil holds title to all crude oil and refined products inventories at all times and pledges such inventories, together with all receivables arising from the sales of same, exclusively to MLC.
+Added: Oil holds title to all crude oil and refined products inventories at all times and pledges such inventories, together with all receivables arising from the sales of these inventories, exclusively to MLC.
+Added: We enter into refined product and crude oil exchange agreements with other oil companies.
+Added: Exchange receivables or payables are stated at cost and are presented within Trade accounts receivable and Accounts payable on our consolidated balance sheets.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: We enter into refined product and crude oil exchange agreements with other oil companies.
−Removed: 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”), sulfur credits, and other environmental credits.
−Removed: Our RINs assets, which include RINs purchased in the open market and RINs obtained by purchasing biofuels which are later blended into our refined products, are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and net realizable value (“NRV”) as of the end of the reporting period.
+Added: Our RINs assets, which include RINs purchased in the open market and RINs obtained by purchasing biofuels which are later blended into our refined products, 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 sulfur credits and other environmental credits generated as part of our refining process 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.
4 unchanged sentences
Prior to June 30, 2020, 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.
−Removed: Our proportionate share of the net income (loss) of this entity was included in Equity earnings (losses) from Laramie Energy, LLC in the consolidated statements of operations.
+Added: Our proportionate share of the net income (loss) of this entity was included in Equity losses from Laramie Energy, LLC in the consolidated statements of operations.
As of June 30, 2020, we discontinued the application of the equity method of accounting for our investment in Laramie Energy because the book value of such investment had been reduced to zero.
20 unchanged sentences
Abandonment occurs either when a business terminates its operations or an asset is no longer profitable to operate.
−Removed: When the act of abandonment occurs, we
+Added: When the act of abandonment occurs, we determine if the assets have a shortened useful life or should be considered abandoned and accelerate depreciation or write off the asset balance and any associated accumulated depreciation and record an impairment loss.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: determine if the assets have a shortened useful life or should be considered abandoned and accelerate depreciation or write off the asset balance and any associated accumulated depreciation and record an impairment loss.
Lease Liabilities and Right-of-Use Assets
13 unchanged sentences
Asset Retirement Obligations
−Removed: We record asset retirement obligations (“AROs”) in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the liability.
+Added: 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.
8 unchanged sentences
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 to five years ).
−Removed: During 2020 and 2019, we recognized deferred turnaround costs of approximately $ 49.8 million and $ 9.8 million, respectively.
−Removed: No deferred turnaround costs were recorded during 2018.
+Added: During 2021, 2020, and 2019, we recognized deferred turnaround costs of approximately $ 9.5 million, $ 49.8 million, and $ 9.8 million, respectively.
Deferred turnaround costs are presented within Other long-term assets on our consolidated balance sheets.
9 unchanged sentences
Please read Note 10—Goodwill and Intangible Assets for further discussion on the goodwill impairment.
+Added: Our intangible assets include relationships with customers, trade names, and trademarks.
+Added: These intangible assets are amortized over their estimated useful lives on a straight-line basis.
+Added: We evaluate the carrying value of our intangible assets when
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: Our intangible assets include relationships with customers, trade names, and trademarks.
−Removed: These intangible assets are amortized over their estimated useful lives on a straight-line basis.
−Removed: We evaluate the carrying value of our intangible assets when impairment indicators are present.
+Added: 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.
18 unchanged sentences
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.
−Removed: Our embedded derivatives include:
−Removed: our obligations to repurchase crude oil and refined products from J.
−Removed: Aron at the termination of the Supply and Offtake Agreements and to repay MLC for monthly crude oil and refined product financing under the Washington Refinery Intermediation Agreement and the redemption option and the related make-whole premium on our 5.00% Convertible Senior Notes.
+Added: Our embedded derivatives include our obligations to repurchase crude oil and refined products from J.
+Added: Aron at the termination of the Supply and Offtake Agreement and to repay MLC for monthly crude oil and refined product financing under the Washington Refinery Intermediation Agreement.
These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings.
5 unchanged sentences
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.
−Removed: We have determined that any uncertain tax positions outstanding at December 31, 2020 and 2019 would not have a material impact on our financial condition, results of operations, or cash flows as any uncertain tax positions taken would have
+Added: We have determined that any uncertain tax positions outstanding at December 31, 2021 and 2020 would not have a material impact on our financial condition, results of operations, or cash flows as any uncertain tax positions taken would have been fully covered by the Company’s deferred tax assets related to its historical net operating losses and corresponding valuation allowance.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: been fully covered by the Company’s deferred tax assets related to its historical net operating losses and corresponding valuation allowance.
As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2018, 2019, and 2020.
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.
−Removed: 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 net operating loss deduction was claimed.
+Added: 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.
12 unchanged sentences
Payments from refining and bulk retail customers are generally due in full within 2 to 30 days of product delivery or invoice date.
−Removed: Payments for our other retail customers occur at the point of sale and are typically collected in cash or occur by credit or debit card.
+Added: 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.
1 unchanged sentence
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).
−Removed: This accounting policy did not have a material impact on our consolidated financial information for the years ended December 31, 2020, 2019, and 2018.
We recognize transportation and storage fees as services are provided to a customer.
2 unchanged sentences
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.
−Removed: Cost of revenues (excluding depreciation) also includes the unrealized gains (losses) on derivatives and inventory valuation adjustments.
+Added: 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).
27 unchanged sentences
The fair value of the J.
−Removed: Aron repurchase obligation derivative is measured using estimates of the prices and differentials assuming settlement at the end of the reporting period.
+Added: Aron repurchase obligation and Washington Refinery Intermediation Agreement derivatives are measured using estimates of the prices and differentials assuming settlement at the end of the reporting period.
Income (Loss) Per Share
7 unchanged sentences
dollar, which is our functional currency.
−Removed: 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, net, in the accompanying consolidated statement of operations in the period in which the currency exchange rates change.
+Added: Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income (expense), net, in the accompanying consolidated statement of operations in the period in which the currency exchange rates change.
Accounting Principles Not Yet Adopted
−Removed: In March 2020 and January 2021, the FASB issued Accounting Standards Update (“ASU”) No.
−Removed: 2020-04, Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) and ASU No.
−Removed: 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”), respectively.
−Removed: 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 the London Interbank Offered Rate (“LIBOR”).
−Removed: ASU 2020-04 and ASU 2021-01 are
+Added: In March 2021, FASB issued ASU No.
+Added: 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40):
+Added: Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”) .
+Added: This ASU clarifies that “modifications or exchanges of
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: applicable to contract modifications that meet certain requirements and are entered into between March 12, 2020 and December 31, 2022.
−Removed: We have several contracts that reference LIBOR, some of which terminate after LIBOR is anticipated to cease being reported in 2021.
−Removed: We are currently reviewing the effect that the election of ASU 2020-04 and ASU 2021-01 would have on our financial condition, results of operations, and cash flows.
−Removed: In December 2019, the FASB issued ASU No.
−Removed: 2019-12, Income Taxes (Topic 740):
−Removed: Simplifying the Accounting for Income Taxes ( “ ASU 2019-12”).
−Removed: The objective of ASU 2019-12 is to simplify the accounting for income taxes by removing certain exceptions to general principles and to clarify and amend guidance to improve consistency under FASB ASC Topic 740 “Income Taxes.” The guidance in ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted.
−Removed: On January 1, 2021, we adopted ASU 2019-12 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.
−Removed: Our adoption of ASU 2019-12 did not have a material impact on our financial condition, results of operations, and cash flows.
+Added: freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange” be accounted for “as an exchange of the original instrument for a new instrument.” If the modification or exchange is part of or directly related to a modification or exchange of an existing debt instrument, revolving debt facility, or line-of-credit, the effect is measured as “the difference between the fair value of the written call option immediately before its modified or exchanged.” The effect of all other modifications or exchanges should be measured as the excess of fair value of the modified option over the fair value of the same option immediately before modification or exchange.
+Added: In both cases, the effect should be calculated as if cash had been paid in the transaction.
+Added: The guidance in ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted.
+Added: This ASU will change the policy under which we account for derivative contracts classified in equity, of which we have none as of December 31, 2021.
+Added: In October 2021, the FASB issued Accounting Standards Update (“ASU”) No.
+Added: 2021-08, Business Combinations (Topic 805):
+Added: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”).
+Added: ASU 2021-08 updates the current guidance to require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers” as if the acquiring entity had originated the contracts.
+Added: This ASU improves comparability by providing consistent guidance between revenue contracts with customers acquired in a business combination and those not acquired in a business combination.
+Added: The guidance in ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted.
+Added: This ASU will change the policy under which we account for future business combinations.
Accounting Principles Adopted
3 unchanged sentences
On January 1, 2021, we adopted ASU No.
−Removed: 2016-13, Financial Instruments—Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments , as amended by other ASUs issued since June 2016 (“ASU 2016-13”), using the modified retrospective transition method.
−Removed: Under this optional transition method, information presented prior to January 1, 2020 has not been restated and continues to be reported under the accounting standards in effect for the period.
−Removed: There was no adjustment to our opening retained earnings as a result of the adoption of this ASU.
−Removed: ASU 2016-13 requires expected credit losses on financial instruments to be recorded over the estimated life of the financial instrument.
−Removed: Prior to this ASU, the guidance required recording of credit losses when those losses were incurred.
−Removed: ASU 2016-13 is applicable to credit losses and allowances on loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and certain other financial assets, but excludes derivative assets under FASB ASC Topic 815 “Derivatives and Hedging.” Our adoption of ASU 2016-13 did not have a material impact on our financial condition, results of operations, cash flows, or related disclosures.
−Removed: On January 1, 2020, we adopted ASU No.
−Removed: 2017-04, Intangibles—Goodwill and Other (Topic 350):
−Removed: Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which eliminated Step 2 from the current goodwill impairment test.
−Removed: Under ASU 2017-04, an entity is no longer required to determine a goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination.
−Removed: Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.
−Removed: This ASU changed the policy under which we perform our goodwill impairment assessments by eliminating Step 2 of the test.
−Removed: On January 1, 2020, we adopted ASU No.
−Removed: 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ( “ ASU 2018-13”).
−Removed: This ASU amended, added, and removed certain disclosure requirements under FASB ASC Topic 820 “Fair Value Measurement.” The adoption of ASU 2018-13 did not have a material impact on our financial condition, results of operations, cash flows, or related disclosures.
−Removed: On January 1, 2020, we adopted ASU No.
−Removed: 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract ( “ ASU 2018-15”), using the prospective method and information that was presented prior to January 1, 2020 has not been restated and continues to be reported under the accounting standards in effect for that period.
−Removed: This ASU required entities to account for implementation costs incurred in a cloud computing agreement that is a service contract under the guidance in FASB ASC Topic 350, “Goodwill and Intangible Assets,” which results in a capitalized and amortizable intangible asset.
−Removed: The adoption of ASU 2018-15 did not have a material impact on our financial condition, results of operations, or cash flows.
+Added: 2019-12, Income Taxes (Topic 740):
+Added: Simplifying the Accounting for Income Taxes ( “ ASU 2019-12”).
+Added: 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.
+Added: This 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.
+Added: On February 11, 2021, we adopted ASU No.
+Added: 2020-04, Reference Rate Reform (Topic 848):
+Added: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) and ASU No.
+Added: 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 MLC receivable advances to U.S.
+Added: Oil (as defined in Note 4—Acquisitions) to be based on another industry standard benchmark rate that will be effective upon the three-month London Interbank Offered Rate’s (“LIBOR”) scheduled retirement in 2023.
+Added: 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.
+Added: 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.
+Added: 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 December 31, 2021, we owned a 46.0 % ownership interest in Laramie Energy, a joint venture entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.
−Removed: Laramie Energy has a $ 400.0 million revolving credit facility secured by a lien on its natural gas and crude oil properties and related assets with a borrowing
+Added: As of December 31, 2020, Laramie Energy had a $ 400.0 million revolving credit facility secured by a lien on its natural gas and crude oil properties and related assets with a borrowing base set at $ 139.7 million.
+Added: On November 20, 2020, Laramie Energy amended its revolving credit facility, reducing the borrowing base to $ 140.0 million, resulting in a borrowing base deficiency of $ 60.0 million.
+Added: In conjunction with the borrowing base deficiency, Laramie entered into a forbearance agreement through June 15, 2021 with its lenders.
+Added: As of December 31, 2020, the balance outstanding on the revolving credit facility was approximately $ 139.7 million.
+Added: On July 1, 2021, Laramie Energy entered into a term loan agreement which provided a term loan in the principal amount of $ 160 million.
+Added: Laramie Energy used the proceeds from the term loan to repay the outstanding balance on its revolving credit facility.
+Added: The term loan is secured by a lien on its natural gas and crude oil properties and related assets.
+Added: Under the terms
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: base currently set at $ 139.7 million.
−Removed: On November 20, 2020, Laramie Energy amended its revolving credit facility agreement whereby the borrowing base was reduced to $ 140.0 million, resulting in a borrowing base deficiency of $ 60.0 million.
−Removed: In conjunction with the borrowing base deficiency, Laramie entered into a forbearance agreement through June 15, 2021 with its lenders.
−Removed: As of December 31, 2020 and 2019, the balance outstanding on the revolving credit facility was approximately $ 139.7 million and $ 201.2 million, respectively.
−Removed: As of December 31, 2020, the outstanding balance on the deficiency loan was $ 60.0 million.
−Removed: 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.
−Removed: Under the terms of its credit facility, Laramie Energy is generally prohibited from making future cash distributions to its owners, including us.
−Removed: Laramie Energy’s credit facility matures on December 15, 2021.
+Added: of the term loan, Laramie Energy is generally prohibited from making future cash distributions to its owners, including us, except for certain permitted tax distributions.
+Added: Laramie Energy’s term loan matures on July 1, 2025.
+Added: As of December 31, 2021, the term loan had an outstanding balance of $ 140.1 million.
At March 31, 2020, we conducted an impairment evaluation of our investment in Laramie Energy because of (i) the global economic impact of the COVID-19 pandemic, (ii) an increase in the weighted-average cost of capital for energy companies, and (iii) continuing declines in natural gas prices through the first quarter of 2020.
2 unchanged sentences
Other significant inputs used in the discounted cash flow analysis included proved and unproved reserves information, forecasts of operating expenditures, and the applicable discount rate.
−Removed: As a result, we recorded an other-than temporary impairment charge of $ 45.3 million in Equity earnings (losses) from Laramie Energy, LLC on our consolidated statement of operations for the year ended December 31, 2020.
+Added: As a result, we recorded an other-than temporary impairment charge of $ 45.3 million in Equity losses from Laramie Energy, LLC on our consolidated statement of operations for the year ended December 31, 2020.
Please read Note 15—Fair Value Measurements for further information.
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This divestiture did not result in a change in our ownership percentage.
−Removed: On October 18, 2018, Laramie Energy repurchased 138,795 of its Class A Units from certain unitholders for an aggregate purchase price of $ 14.8 million.
−Removed: As a result of this transaction, our ownership interest in Laramie Energy increased from 39.1 % to 46.0 %.
−Removed: On February 28, 2018, Laramie Energy closed on a purchase and contribution agreement with an unaffiliated third party that contributed all of its oil and gas properties located in the Piceance Basin and a $ 20.0 million cash payment, collectively with a fair market value of $ 28.1 million, into Laramie Energy in exchange for 70,227 of Laramie Energy’s newly issued Class A Units.
−Removed: The unaffiliated third party also contributed a $ 3.5 million cash payment for asset reclamation liabilities related to the properties conveyed.
−Removed: As a result of this transaction, our ownership interest in Laramie Energy decreased from 42.3 % to 39.1 %.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
The change in our equity investment in Laramie Energy is as follows (in thousands):
Year Ended December 31,
−Removed: 2020 2019 2018
Beginning balance $ 46,905 $ 136,656
7 unchanged sentences
(2) Represents the reduction in our basis difference resulting from the asset impairment loss recorded by Laramie Energy for the year ended December 31, 2019.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
Summarized financial information for Laramie Energy is as follows (in thousands):
24 unchanged sentences
The cash consideration was funded in part through cash on hand, proceeds from borrowings under a new term loan facility entered into with Goldman Sachs Bank USA, as administrative agent, of $ 250.0 million (the “Term Loan B”), and proceeds from borrowings under a term loan from the Bank of Hawaii of $ 45.0 million (the “Par Pacific Term Loan”).
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
−Removed: read Note 13—Debt for further information on the Term Loan B and Par Pacific Term Loan.
+Added: Please read Note 13—Debt for further information on the Term Loan B and Par Pacific Term Loan.
During December 2018 and January 2019, we incurred $ 4.2 million and $ 5.4 million of commitment fees associated with the funding of the Washington Acquisition, respectively.
4 unchanged sentences
We accounted for the Washington Acquisition as a business combination whereby the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of the acquisition.
−Removed: Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with those of the Washington refinery and the utilization of our net operating loss carryforwards, as well as other intangible assets that do not qualify for separate recognition.
+Added: Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with those of the Washington refinery and the utilization of our net operating loss carryforwards, as well as other intangible assets that do not
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
+Added: qualify for separate recognition.
Goodwill recognized as a result of the Washington Acquisition is not expected to be deductible for income tax reporting purposes.
23 unchanged sentences
These costs are included in Acquisition and integration costs on our consolidated statements of operations.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
The results of operations of U.S.
10 unchanged sentences
They are not necessarily indicative of our consolidated results of operations in future periods or the results that actually would have been realized had we been a combined company during the periods presented.
−Removed: The pro forma results for the years ended December 31, 2019 and 2018, include adjustments to remeasure U.S.
−Removed: Oil’s LIFO inventory reserve as if the Washington Acquisition had been completed on January 1, 2018, record interest and other debt extinguishment costs related to issuance of the Term Loan B and Par Pacific Term Loan, and adjust U.S.
−Removed: Oil’s historical depreciation expense as a result of the fair value adjustment to Property, plant, and equipment, net.
−Removed: The pro forma results for the year ended December 31, 2019 also include an adjustment to eliminate the $ 64.2 million tax benefit associated with a partial release of our valuation allowance in connection with the Washington Acquisition.
−Removed: Par West Acquisition
−Removed: On August 29, 2018, we entered into a Topping Unit Purchase Agreement with IES Downstream, LLC (“IES”) to purchase certain of IES’s refining units and related assets in addition to certain hydrocarbon and non-hydrocarbon inventory (collectively, the “Par West Acquisition”).
−Removed: On December 19, 2018, we completed the asset purchase for total consideration of approximately $ 66.9 million, net of a $ 4.3 million receivable related to net working capital adjustments.
−Removed: The purchase price consisted of $ 47.6 million in cash and approximately 1.1 million shares of our common stock with a fair value of $ 19.3 million.
−Removed: We accounted for the Par West Acquisition as an asset acquisition whereby the purchase price was allocated entirely to the assets acquired.
−Removed: Of the total purchase price of $ 66.9 million, $ 45.2 million was allocated to property, plant, and equipment, $ 4.3 million to non-hydrocarbon inventory, and $ 17.4 million to hydrocarbon inventory.
−Removed: With the completion of the Par West Acquisition, we now have two refineries in Hawaii that are approximately two miles from one another:
−Removed: Par East, our legacy refinery assets, and Par West, the recently-acquired assets.
−Removed: We incurred $ 5.7 million of acquisition costs related to the Par West Acquisition for the year ended December 31, 2018.
−Removed: These costs are included in Acquisition and integration costs on our consolidated statement of operations.
−Removed: 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.
−Removed: Please read Note 8—Property, Plant, and Equipment and Impairment of Long-Lived Assets and Note 15—Fair Value Measurements for further information.
−Removed: Northwest Retail Acquisition
−Removed: On January 9, 2018, we entered into an Asset Purchase Agreement with CHS, Inc.
−Removed: to acquire twenty-one ( 21 ) owned retail gasoline, convenience store facilities and twelve ( 12 ) leased retail gasoline, convenience store facilities, all at various locations in Washington and Idaho (collectively, “Northwest Retail”).
−Removed: On March 23, 2018, we completed the acquisition for cash consideration of approximately $ 74.5 million (the “Northwest Retail Acquisition”).
−Removed: As part of the Northwest Retail Acquisition, Par and CHS, Inc.
−Removed: entered into a multi-year branded petroleum marketing agreement for the continued supply of Cenex®-branded refined products to the acquired Cenex® Zip Trip convenience stores.
−Removed: In addition, the parties also entered into a multi-year supply agreement pursuant to which Par supplies refined products to CHS, Inc.
−Removed: within the Rocky Mountain and Pacific Northwest markets.
+Added: The pro forma results for the years ended
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: We accounted for the acquisition of Northwest Retail 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.
−Removed: Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with Northwest Retail and utilization of our net operating loss carryforwards, as well as intangible assets that do not qualify for separate recognition.
−Removed: Goodwill recognized as a result of the Northwest Retail Acquisition is expected to be deductible for income tax reporting purposes.
−Removed: A summary of the fair value of the assets acquired and liabilities assumed is as follows (in thousands):
−Removed: Inventories 4,138
−Removed: Prepaid and other current assets 243
−Removed: Property, plant, and equipment 30,230
−Removed: Goodwill (1) 46,210
−Removed: Accounts payable and other current liabilities ( 759 )
−Removed: Long-term capital lease obligations ( 5,244 )
−Removed: Other non-current liabilities ( 487 )
−Removed: Total $ 74,531
−Removed: ________________________________________________________
−Removed: (1) The total goodwill balance of $ 46.2 million was allocated to our retail segment.
−Removed: As of December 31, 2018, we finalized the Northwest Retail Acquisition purchase price allocation.
−Removed: We incurred $ 0.6 million of acquisition costs related to the Northwest Retail Acquisition for the year ended December 31, 2018.
−Removed: These costs are included in Acquisition and integration costs on our consolidated statement of operations.
+Added: December 31, 2019 and 2018, include adjustments to remeasure U.S.
+Added: Oil’s LIFO inventory reserve as if the Washington Acquisition had been completed on January 1, 2018, record interest and other debt extinguishment costs related to issuance of the Term Loan B and Par Pacific Term Loan, and adjust U.S.
+Added: Oil’s historical depreciation expense as a result of the fair value adjustment to Property, plant, and equipment, net.
+Added: The pro forma results for the year ended December 31, 2019 also include an adjustment to eliminate the $ 64.2 million tax benefit associated with a partial release of our valuation allowance in connection with the Washington Acquisition.
Note 5— Revenue Recognition
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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.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
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):
24 unchanged sentences
Transportation and terminalling services — 199,226 —
+Added: Other revenue 4,854 — 1,916
Total segment revenues (3) $ 5,167,942 $ 199,226 $ 458,889
9 unchanged sentences
Inventories at December 31, 2021 and 2020 consisted of the following (in thousands):
−Removed: Titled Inventory Supply and Offtake Agreements (1) Total
+Added: Titled Inventory Supply and Offtake Agreement (1) Total
December 31, 2021
10 unchanged sentences
(1) Please read Note 11—Inventory Financing Agreements for further information.
−Removed: (2) Includes $ 26.7 million and $ 19.1 million of RINs and environmental credits, reported at cost, as of December 31, 2020 and 2019, respectively.
+Added: (2) Includes $ 120.1 million and $ 26.7 million of RINs and environmental credits, reported at the lower of cost or NRV, as of December 31, 2021 and 2020, respectively.
Our renewable volume obligation and other gross environmental credit obligations of $ 311.0 million and $ 150.5 million, reported at market value, are included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2021 and 2020, respectively.
−Removed: As of December 31, 2020, there was $ 10.6 million reserve for the lower of cost and net realizable value of inventory.
−Removed: As of December 31, 2019, there was no reserve for the lower of cost and net realizable value of inventory.
−Removed: Our LIFO inventories, net of the lower of cost or net realizable reserve, were equal to current cost as of December 31, 2020.
+Added: Our reserve for the lower of cost and NRV of inventory was $ 0.5 million and $ 10.6 million as of December 31, 2021 and 2020, respectively.
As of December 31, 2021, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 46.0 million .
+Added: Our LIFO inventories, net of the lower of cost or NRV reserve, were equal to current cost as of December 31, 2020.
Note 7— Prepaid and Other Current Assets
Prepaid and other current assets at December 31, 2021 and 2020 consisted of the following (in thousands):
−Removed: Advances to suppliers $ — $ 27,635
Collateral posted with broker for derivative instruments (1) $ 6,053 $ 1,489
1 unchanged sentence
Derivative assets 1,260 1,346
+Added: Deferred inventory financing charges 4,073 —
Other 3,029 6,881
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As a result, in the year ended December 31, 2020, we recorded impairment charges of $ 10.7 million, $ 5.0 million, and $ 2.2 million in Impairment expense on our consolidated statement of operations related to the write-offs of Par West property, plant, and equipment, deferred turnaround costs, and inventory, respectively.
+Added: For the year ended December 31, 2021, we recorded additional impairment charges of $ 0.2 million in Impairment expense on our consolidated statement of operations related to the this idling.
Please read Note 15—Fair Value Measurements for additional information.
+Added: 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.
Note 9— Asset Retirement Obligations
3 unchanged sentences
Beginning balance $ 10,636 $ 10,180 $ 9,985
−Removed: Obligations acquired — — 487
Accretion expense 873 490 331
+Added: Revision in estimate 3,602 — —
Liabilities settled during period ( 697 ) ( 34 ) ( 136 )
Ending balance $ 14,414 $ 10,636 $ 10,180
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
Note 10— Goodwill and Intangible Assets
−Removed: During the years ended December 31, 2020, 2019, and 2018, the change in the carrying amount of goodwill was as follows (in thousands):
+Added: During the years ended December 31, 2021, 2020, and 2019, the change in the net carrying amount of goodwill was as follows (in thousands):
Balance at January 1, 2019 $ 153,397
−Removed: Acquisition of Northwest Retail (1) 46,210
−Removed: Balance at December 31, 2018 153,397
Acquisition of U.S.
3 unchanged sentences
Balance at December 31, 2020 127,997
+Added: Reclassified to assets held for sale ( 735 )
+Added: Balance at December 31, 2021 $ 127,262
________________________________________________________
(1) Please read Note 4—Acquisitions for further discussion.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
+Added: The gross carrying value of goodwill was $ 160.4 million as of January 1, 2019 and $ 202.9 million as of December 31, 2019, 2020, and 2021.
+Added: As of January 1 and December 31, 2019, we had accumulated impairment charges of $ 7.0 million, and as of December 31, 2020 and 2021, we had accumulated impairment charges of $ 74.9 million and $ 75.6 million, respectively.
At March 31, 2020, we performed a quantitative goodwill impairment test of all of our reporting units due to (i) the global economic impact of the COVID-19 pandemic and (ii) a steep decline in current and forecasted prices and demand for crude oil and refined products.
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Total intangible assets, net $ 16,234 $ 18,892
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
Amortization expense was approximately $ 2.7 million for each of the years ended December 31, 2021, 2020, and 2019.
3 unchanged sentences
Thereafter 7,560
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
Note 11— Inventory Financing Agreements
4 unchanged sentences
Obligations under inventory financing agreements $ 737,704 $ 423,686
−Removed: Supply and Offtake Agreements
−Removed: On June 1, 2015, we entered into several agreements with J.
−Removed: Aron to support the operations of our Par East Hawaii refinery (the “Supply and Offtake Agreements”).
−Removed: The Supply and Offtake Agreements mature on May 31, 2021 and have a one-year extension option upon mutual agreement of the parties.
−Removed: We are evaluating options to extend or replace the Supply and Offtake Agreements.
−Removed: Under the Supply and Offtake Agreements, J.
+Added: Supply and Offtake Agreement
+Added: We have an agreement with J.
+Added: Aron to support our Hawaii refining operations.
+Added: Under the agreement, J.
Aron may enter into agreements with third parties whereby J.
−Removed: Aron will remit payments to these third parties for refinery procurement contracts for which we will become immediately obligated to reimburse J.
+Added: Aron remits payments to these third parties for refinery procurement contracts for which we will become immediately obligated to reimburse J.
As of December 31, 2021, we had no obligations due to J.
Aron under this contractual undertakings agreement.
−Removed: On June 27, 2018, we and J.
−Removed: Aron amended the Supply and Offtake Agreements to increase the amount that we may defer under the deferred payment arrangement.
−Removed: Prior to June 27, 2018, we had the right to defer payments owed to J.
−Removed: Aron up to the lesser of $ 125 million or 85 % of eligible accounts receivable and inventory.
−Removed: Effective June 27, 2018, we have the right to defer payments owed to J.
−Removed: Aron up to the lesser of $ 165 million or 85 % of eligible accounts receivable and inventory.
−Removed: On December 5, 2018, we amended the Supply and Offtake Agreements to account for additional processing capacity expected to be provided through the Par West Acquisition.
−Removed: The December 5, 2018 amendment to the Supply and Offtake Agreements also (i) required us to increase our margin requirements by an aggregate $ 2.5 million by making certain additional margin payments on December 19, 2018, March 1, 2019, and June 3, 2019, and (ii) only allows dividends, payments, or other distributions with respect to any equity interests in Par Hawaii Refining, LLC (“PHR”), our wholly owned subsidiary, in limited and restricted circumstances.
−Removed: During the term of the Supply and Offtake Agreements, J.
+Added: On May 4, 2021, we amended the first amended and restated supply and offtake agreement and extended the term expiry date from May 31, 2021, to June 30, 2021.
+Added: On June 1, 2021, we entered into the Second Amended and Restated Supply and Offtake Agreement (“Supply and Offtake Agreement”), which amended and restated the first amended and restated supply and offtake agreement in its entirety.
+Added: The Supply and Offtake Agreement expires May 31, 2024 (as extended, the “Expiration Date”), subject to a one-year extension at the mutual agreement of the parties at least 120 days prior to the Expiration Date.
+Added: Under the Supply and Offtake Agreement, we are subject to an early termination fee if we terminate the Supply and Offtake Agreement on or prior to May 31, 2023.
+Added: 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 $ 7.5 million of such liquidity consisting of cash and cash equivalents.
+Added: Commencing on July 1, 2021 (the “Adjustment Date”), the Supply and Offtake Agreement makes available a discretionary draw facility (the “Discretionary Draw Facility”) to PHR.
+Added: 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.
−Removed: Per the Supply and Offtake Agreements, J.
−Removed: Aron will provide up to 150 Mbpd of crude oil to our Hawaii refineries.
+Added: Per the agreement, J.
+Added: Aron will provide up to 150 Mbpd of crude oil to our Hawaii refinery.
Additionally, we agreed to sell and J.
−Removed: Aron agreed to buy, at market prices, refined products produced at our Hawaii refineries.
+Added: Aron agreed to 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.
−Removed: The agreements also provide for the lease of crude oil and certain refined product storage facilities to J.
−Removed: Following the expiration or termination of the Supply and Offtake Agreements, we are obligated to purchase the crude oil and refined product inventories then owned by J.
+Added: The agreement also provides for the lease of crude oil and certain refined product storage facilities to J.
+Added: 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.
Though title to the crude oil and certain refined product inventories resides with J.
−Removed: Aron, the Supply and Offtake Agreements are accounted for similar to a product financing arrangement;
+Added: 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.
1 unchanged sentence
Aron based on current market prices.
−Removed: 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.
−Removed: Upon execution of the Supply and Offtake Agreements, we paid J.
−Removed: Aron a deferral arrangement fee of $ 1.3 million.
−Removed: The deferred amounts under the Deferred Payment Arrangement bear interest at a rate equal to three-month LIBOR plus 3.50 % per annum.
−Removed: We also agreed to pay a deferred payment availability fee equal to 0.75 % of the unused capacity under the Deferred Payment Arrangement.
−Removed: Amounts outstanding under the Deferred Payment Arrangement are included in Obligations under inventory financing agreements on our consolidated balance sheets.
−Removed: Changes in the amount outstanding under the Deferred Payment Arrangement are included within Cash flows from financing activities on the consolidated statements of cash flows.
−Removed: As of December 31, 2020 and 2019, the capacity of the Deferred Payment Arrangement was $ 80.1 million and $ 155.5 million, respectively, and we had $ 78.6 million and $ 97.5 million outstanding, respectively.
−Removed: Under the Supply and Offtake Agreements, we pay or receive certain fees from J.
−Removed: Aron based on changes in market prices over time.
−Removed: In February 2016, we fixed the market fee for the period from December 1, 2016 through May 31, 2018 for $ 14.6 million to be settled in eighteen equal monthly payments.
−Removed: In 2017, we fixed the market fee for the period from
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: June 1, 2018 through May 2021 for an additional $ 2.2 million.
+Added: Prior to July 1, 2021, the supply and offtake agreements 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.
+Added: The deferred amounts under the deferred payment arrangement bore interest at a rate equal to three-month LIBOR plus 3.50 % per annum.
+Added: We also paid a deferred payment availability fee equal to 0.75 % of the unused capacity under the deferred payment arrangement.
+Added: As of December 31, 2020, the capacity of the deferred payment arrangement was $ 80.1 million and we had $ 78.6 million outstanding.
+Added: Effective July 1, 2021, the Discretionary Draw Facility became available to PHR up to but excluding the Expiration Date (the “Discretionary Draw Commitment Period”).
+Added: Under the Discretionary Draw Facility, J.
+Added: 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.
+Added: Aron in respect of eligible receivables and eligible hydrocarbon inventory.
+Added: The advances under the Discretionary Draw Facility bear interest at a rate equal to three-month LIBOR plus 4.00 % per annum until May 31, 2022.
+Added: Beginning on June 1, 2022, the advances will 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.
+Added: We also agreed to pay a discretionary draw availability fee equal to 0.75 % of the unused capacity under the Discretionary Draw Facility.
+Added: Amounts outstanding under the Discretionary Draw Facility are included in Obligations under inventory financing agreements on our consolidated balance sheets.
+Added: Changes in the amount outstanding under the Obligations under inventory financing agreements are included within Cash flows from financing activities on the consolidated statements of cash flows.
+Added: As of December 31, 2021, our outstanding balance under the Discretionary Draw Facility was equal to our borrowing base of $ 126.2 million.
+Added: Under the supply and offtake agreements, we pay or receive certain fees from J.
+Added: Aron based on changes in market prices over time.
+Added: In 2017, we fixed the market fee for the period from June 1, 2018 through May 2021 for an additional $ 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.
−Removed: The receivable from J.
−Removed: Aron was recorded as a reduction to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreements.
−Removed: As of both December 31, 2020 and 2019, the receivable was $ 0.5 million.
+Added: In 2021, we entered into multiple contracts to fix certain market fees for the period from May 2021 through May 2022 for $ 18.2 million.
+Added: The amount due to or from J.
+Added: Aron was recorded as an adjustment to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement.
+Added: As of December 31, 2021 and 2020, we had a payable of $ 6.2 million and a receivable of $ 0.5 million, respectively.
Washington Refinery Intermediation Agreement
6 unchanged sentences
On February 11, 2021, we and MLC amended the Washington Refinery Intermediation Agreement and extended the term through March 31, 2022.
−Removed: 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.
−Removed: Please read Note 24—Subsequent Events for additional information.
+Added: This amendment also included 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 the scheduled retirement of three-month LIBOR in 2023.
+Added: On December 17, 2021, we and MLC amended the Washington Refinery Intermediation Agreement to further extend the term through December 21, 2022, with an automatic extension to March 31, 2023, upon an ABL extension event, and to revise certain other terms and conditions in the Washington Refinery Intermediation Agreement.
During the remaining term of the Washington Refinery Intermediation Agreement, MLC will make receivable advances to U.S.
6 unchanged sentences
Additionally, as of December 31, 2021 and 2020, we had approximately $ 167.0 million and $ 93.6 million in letters of credit outstanding through MLC’s credit support, respectively.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
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):
2 unchanged sentences
Net fees and expenses:
−Removed: Supply and Offtake Agreements
+Added: Supply and Offtake Agreement
Inventory intermediation fees $ 21,612 $ 12,034 $ 35,459
3 unchanged sentences
Interest expense and financing costs, net 4,900 2,791 6,359
−Removed: 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.
+Added: The Supply and Offtake Agreement 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 14—Derivatives for further information.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
Note 12— Other Accrued Liabilities
6 unchanged sentences
(1) Gross environmental credit obligations are stated at market as of December 31, 2021 and 2020.
+Added: Please read Note 15—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 and net realizable value.
The carrying costs of these assets were $ 120.1 million and $ 26.7 million as of December 31, 2021 and 2020, respectively.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
Note 13— Debt
1 unchanged sentence
5.00 % Convertible Senior Notes due 2021
−Removed: $ 48,665 $ 48,665
ABL Credit Facility due 2022 — —
4 unchanged sentences
12.875 % Senior Secured Notes due 2026
+Added: 68,250 105,000
Mid Pac Term Loan due 2028 — 1,399
8 unchanged sentences
2022 $ 12,500
−Removed: Thereafter 276,765
Total $ 579,875
−Removed: Additionally, as of December 31, 2020 and 2019, we had approximately $ 1.7 million and $ 0.2 million in letters of credit outstanding under the ABL Credit Facility, respectively.
−Removed: As of both December 31, 2020 and 2019, we also had $ 3.6 million in cash-collateralized letters of credit and surety bonds outstanding.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
+Added: Additionally, as of December 31, 2021 and 2020, we had approximately $ 18.5 million and $ 1.7 million in letters of credit outstanding, respectively, under the Loan and Security Agreement dated as of December 21, 2017 with certain lenders and Bank of America, N.A., as administrative agent and collateral agent (the “ABL Credit Facility”).
+Added: We had $ 5.9 million and $ 3.6 million in cash-collateralized letters of credit and surety bonds outstanding as of December 31, 2021 and December 31, 2020, respectively, under agreements with MLC and under certain other facilities.
Under the ABL Credit Facility, the indentures governing the 7.75% Senior Secured Notes and 12.875% Senior Secured Notes, and the Term Loan B Facility, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.
−Removed: 7.75% Senior Secured Notes Due 2025
−Removed: On December 21, 2017, Par Petroleum, LLC and Par Petroleum Finance Corp.
−Removed: (collectively, the “Issuers”), both our wholly owned subsidiaries, completed the issuance and sale of $ 300 million in aggregate principal amount of 7.75% Senior Secured Notes in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended.
−Removed: 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.
−Removed: Aron and for general corporate purposes.
−Removed: 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.
−Removed: The indenture governing the 7.75% Senior Secured Notes contains restrictive covenants limiting the ability of Par Petroleum, LLC and its Restricted Subsidiaries (as defined in the indenture) to, among other things, incur additional indebtedness, issue certain preferred shares, create liens on certain assets to secure debt, sell or otherwise dispose of all or substantially all assets, or pay dividends.
−Removed: The 7.75% Senior Secured Notes are secured on a pari passu basis by first priority liens (subject to the relative priority of permitted liens) on substantially all of the property and assets of the Issuers and the subsidiary guarantors, including but not limited to, material real property now owned or hereafter acquired by the Issuers or subsidiary guarantors and their equipment, intellectual property, and equity interests, but excluding certain property which is collateral under the ABL Credit Facility, the Supply and Offtake Agreements, and the Washington Refinery Intermediation Agreement.
−Removed: The 7.75% Senior Secured Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by each of Par Petroleum, LLC’s existing wholly owned subsidiaries (other than Par Petroleum Finance Corp.), and are guaranteed on a senior unsecured basis only as to the payment of principal and interest by Par Pacific Holdings, Inc.
−Removed: In the future, the 7.75% Senior Secured Notes will be guaranteed on a senior secured basis by additional subsidiaries of Par Petroleum, LLC that guarantee material indebtedness of the Issuers or otherwise become obligated with respect to material indebtedness under a credit facility, subject to certain exceptions.
−Removed: Term Loan B Facility due 2026
−Removed: On January 11, 2019, the Issuers entered into a new term loan facility with Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto from time to time (the “Term Loan B Facility”).
−Removed: Pursuant to the Term Loan B Facility, the lenders made a term loan to the borrowers in the amount of $ 250.0 million (“Term Loan B”) on the closing date.
−Removed: The net proceeds from Term Loan B totaled $ 232.0 million after deducting the original issue discount, deferred financing costs, and commitment and other fees.
−Removed: Loans under the Term Loan B bear 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 %.
−Removed: The average effective interest rate for 2020 on the Term Loan B was 7.8 %.
−Removed: In addition to the quarterly interest payments, the Term Loan B requires quarterly principal payments of $ 3.1 million.
−Removed: The Term Loan B matures on January 11, 2026.
−Removed: The obligations of the borrowers under the Term Loan B Facility are guaranteed by Par Petroleum, LLC’s and Par Petroleum Finance Corp.’s existing and future direct or indirect domestic subsidiaries and, by Par Pacific Holdings, Inc., with respect to principal and interest only.
−Removed: The Term Loan B Facility is secured on a pari passu basis by first priority liens (subject to the relative priority of permitted liens) on substantially all of the property and assets of Par Petroleum, LLC, Par Petroleum Finance Corp., and their subsidiary guarantors, but excluding certain property which is collateral under the ABL Credit Facility, the Supply and Offtake Agreements, and the Washington Refinery Intermediation Agreement.
−Removed: 12.875% Senior Secured Notes due 2026
−Removed: On June 5, 2020, the Issuers completed the issuance and sale of $ 105.0 million in aggregate principal amount of 12.875% Senior Secured Notes in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended.
−Removed: The net proceeds of $ 98.8 million from the sale were used for general corporate purposes.
+Added: 5.00% Convertible Senior Notes Due 2021
+Added: In June 2016, we completed the issuance and sale of $ 115 million in aggregate principal amount of the 5.00% Convertible Senior Notes in a private placement under Rule 144A (the “Notes Offering”).
+Added: Affiliates of funds managed by or on behalf of Highbridge Capital Management, LLC (“Highbridge”) and Whitebox Advisors, LLC (“Whitebox”), our related parties, purchased an aggregate of $ 47.5 million and $ 40.4 million, respectively, principal amount of the 5.00% Convertible Senior Notes in the Notes Offering.
+Added: The 5.00% Convertible Senior Notes bore interest at a rate of 5.00 % per year (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2016) and matured on June 15, 2021.
+Added: During May, June, and December 2019, we entered into privately negotiated exchange agreements with a limited number of holders (the “Noteholders”) to repurchase $ 66.3 million in aggregate principal amount of the 5.00% Convertible Senior Notes held by the Noteholders for an aggregate of $ 18.6 million in cash and approximately 3.2 million shares of Par’s common stock with a fair
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: The 12.875% Senior Secured Notes bear 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) and will mature on January 15, 2026.
−Removed: The indenture for the 12.875% Senior Secured Notes also allows for optional early redemptions, some of which require the Issuers to pay a premium and some of which have certain other restrictions related to timing and the maximum redeemable principal amount.
−Removed: The obligations of the borrowers under the 12.875% Senior Secured Notes are guaranteed by the Issuers’ existing and future direct or indirect domestic subsidiaries (other than Par Petroleum Finance Corp.) and by Par Pacific Holdings, Inc., with respect to principal and interest only.
−Removed: The 12.875% Senior Secured Notes are secured on a pari passu basis by first priority liens (subject to the relative priority of permitted liens) on substantially all of the property and assets of the Issuers and the subsidiary guarantors, but excluding certain assets which are collateral under the ABL Credit Facility, the Supply and Offtake Agreements, and the Washington Refinery Intermediation Agreement.
+Added: value of $ 74.3 million.
+Added: We recognized a loss of approximately $ 6.1 million related to the extinguishment of the repurchased 5.00% Convertible Senior Notes in the year ended December 31, 2019.
+Added: On June 15, 2021, the remaining $ 48.7 million aggregate principal amount of the 5.00% Convertible Senior Notes was paid in full at maturity.
ABL Credit Facility
−Removed: On December 21, 2017, in connection with the issuance of the 7.75% Senior Secured Notes, Par Petroleum, LLC, Par Hawaii, LLC (“PHL”, formerly known as Par Hawaii, Inc.
−Removed: and includes the assets previously owned by the dissolved entities Mid Pac Petroleum, LLC and HIE Retail, LLC), Hermes Consolidated, LLC, and Wyoming Pipeline Company (collectively, the “ABL Borrowers”), entered into a Loan and Security Agreement dated as of December 21, 2017 (the “ABL Credit Facility”) with certain lenders and Bank of America, N.A., as administrative agent and collateral agent.
−Removed: 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”).
−Removed: On July 24, 2018, we amended the ABL Credit Facility to increase the maximum principal amount at any time outstanding of the ABL Revolver by $ 10 million to $ 85 million, subject to a borrowing base.
+Added: Under the ABL Credit Facility, we have a revolving credit facility that provides for revolving loans and for the issuance of letters of credit (the “ABL Revolver”) with a maximum principal amount at any time outstanding of $ 85 million subject to a borrowing base.
As of December 31, 2021, the ABL Revolver had no outstanding balance and a borrowing base of approximately $ 85.0 million.
13 unchanged sentences
The obligations of the ABL Borrowers are guaranteed by Par and Par Petroleum, LLC’s existing and future direct or indirect domestic subsidiaries that are not borrowers under the ABL Credit Facility.
−Removed: The loans and letters of credit issued under the ABL Credit Facility are secured by a first-priority security interest in and lien on certain assets of the borrowers and the guarantors, including cash and cash equivalents and inventory, and excluding the assets of PHR and U.S.
−Removed: 5.00% Convertible Senior Notes Due 2021
−Removed: In June 2016, we completed the issuance and sale of $ 115 million in aggregate principal amount of the 5.00% Convertible Senior Notes in a private placement under Rule 144A (the “Notes Offering”).
−Removed: The Notes Offering included the exercise in full of an option to purchase an additional $ 15 million in aggregate principal amount of the 5.00% Convertible Senior Notes granted to the initial purchasers.
−Removed: The net proceeds of $ 111.6 million (net of original issue discount of 3 %) from the sale of the 5.00% Convertible Senior Notes were used to finance a portion of the acquisition of the Wyoming refinery and related logistics assets (the “WRC Acquisition”), to repay $ 5 million in principal amount of term loans, and for general corporate purposes.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
−Removed: The 5.00% Convertible Senior Notes bear interest at a rate of 5.00 % per year beginning June 21, 2016 (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2016) and will mature on June 15, 2021.
−Removed: The initial conversion rate for the notes is 55.5556 shares of common stock per $1,000 principal amount of the 5.00% Convertible Senior Notes (or a total amount of 6,388,894 shares), which is equivalent to an initial conversion price of approximately $ 18.00 per share of common stock, subject to adjustment upon the occurrence of certain events.
−Removed: Conversions of the 5.00% Convertible Senior Notes will be settled in cash, shares of common stock, or a combination thereof at our election.
−Removed: The holders of the 5.00% Convertible Senior Notes may exercise their conversion rights at any time prior to the close of business on the business day immediately preceding the maturity date under certain circumstances.
−Removed: The 5.00% Convertible Senior Notes were not redeemable by us prior to June 20, 2019.
−Removed: On or after June 20, 2019, we may redeem all or any portion of the 5.00% Convertible Senior Notes if the last reported sales price of our common stock is at least 140 % of the conversion price then in effect (i) on the trading day immediately preceding the date on which we provide notice of redemption and (ii) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100 % of the principal amount of the 5.00% Convertible Senior Notes to be redeemed, plus accrued and unpaid interest and a make-whole premium, which is equal to the present value of the remaining scheduled payments of interest on the 5.00% Convertible Senior Notes to be redeemed from the relevant redemption date to the maturity date of June 15, 2021.
−Removed: We have determined that the redemption option and the related make-whole premium represent an embedded derivative that is not clearly and closely related to the 5.00% Convertible Senior Notes.
−Removed: Please read Note 14—Derivatives for further information on embedded derivatives.
−Removed: During May, June, and December 2019, we entered into privately negotiated exchange agreements with a limited number of holders (the “Noteholders”) to repurchase $ 66.3 million in aggregate principal amount of the 5.00% Convertible Senior Notes held by the Noteholders for an aggregate of $ 18.6 million in cash and approximately 3.2 million shares of Par’s common stock with a fair value of $ 74.3 million.
−Removed: We recognized a loss of approximately $ 6.1 million related to the extinguishment of the repurchased 5.00% Convertible Senior Notes in the year ended December 31, 2019.
−Removed: We separately account for the liability and equity components of the 5.00% Convertible Senior Notes.
−Removed: The fair value of the liability component was calculated using a discount rate of an identical debt instrument without a conversion feature.
−Removed: Based on this borrowing rate, the fair value of the liability component of the 5.00% Convertible Senior Notes on the issuance date was $ 89.3 million.
−Removed: The carrying amount of the equity component was determined to be $ 22.2 million by deducting the fair value of the liability component from the $ 111.6 million net proceeds of the 5.00% Convertible Senior Notes.
−Removed: The deferred financing costs of $ 0.6 million related to 5.00% Convertible Senior Notes were allocated on a proportionate basis between Long-term debt and Additional paid-in capital on the consolidated balance sheet.
−Removed: As of December 31, 2020, the if-converted value did no t exceed the outstanding principal amount of the 5.00% Convertible Senior Notes.
−Removed: As of December 31, 2020, the outstanding principal amount of the 5.00% Convertible Senior Notes was $ 48.7 million, the unamortized discount and deferred financing cost was $ 1.4 million, and the carrying amount of the liability component was $ 47.3 million.
−Removed: The unamortized discount and deferred financing costs will be amortized to Interest expense and financing costs, net over the term of the 5.00% Convertible Senior Notes.
+Added: The loans and letters of credit issued under the ABL Credit Facility are secured by a first-priority security interest in and lien on certain assets of the borrowers and the guarantors, including, among other items, cash and cash equivalents, accounts receivables, and inventory, and excluding the assets of PHR and U.S.
+Added: On February 2, 2022, Par Petroleum, LLC, Par Hawaii, LLC (“PHL”, formerly known as Par Hawaii, Inc.
+Added: and includes the assets previously owned by the dissolved entities Mid Pac Petroleum, LLC and HIE Retail, LLC), Hermes Consolidated, LLC, and Wyoming Pipeline Company, LLC (collectively, the “ABL Borrowers”), entered into the Amended and Restated Loan and Security Agreement (as amended from time to time, the “ABL Loan Agreement”) dated as of February 2, 2022.
+Added: The ABL Loan Agreement increased the maximum principal amount at any time outstanding under the ABL Revolver to $ 105 million, extended the maturity date of the ABL Revolver to February 2, 2025, and modified the ABL Revolver interest rate definitions to be based on the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York, among other modifications.
+Added: Please read Note 24—Subsequent Events for additional information.
Par Pacific Term Loan Agreement
On January 9, 2019, we entered into a loan agreement (the “Par Pacific Term Loan Agreement”) with Bank of Hawaii (“BOH”), pursuant to which BOH made a loan to the Company in the principal amount of $ 45.0 million, the net proceeds of which were used to finance the Washington Acquisition (the “Par Pacific Term Loan”).
−Removed: During the term of the Par Pacific Term Loan, the interest payments were due monthly and were based on the outstanding principal balance multiplied by a floating rate equal to 3.50 % above the applicable LIBOR rate (as defined in the Par Pacific Term Loan Agreement) subject to an increased default interest rate in the event of a default.
−Removed: The Par Pacific Term Loan Agreement was originally scheduled to mature on July 9, 2019.
We terminated and repaid all amounts outstanding under the Par Pacific Term Loan Agreement on March 29, 2019 using the proceeds from the Retail Property Term Loan (as defined below).
8 unchanged sentences
The proceeds from the Retail Property Term Loan were used to repay and terminate the Par Pacific Term Loan Agreement.
−Removed: The Retail Property Term Loan was guaranteed by Par and secured by a lien on substantially all of the assets of Par Property LLC, including a mortgage lien on 21 retail properties in Hawaii (the “Portfolio Properties”).
−Removed: Certain covenants required us to maintain a loan-to-appraisal value of the Portfolio Properties ratio of not greater than 75 % and an annual debt yield of at least 9 %.
−Removed: Par was also subject to a minimum liquidity covenant measured on the last day of each fiscal quarter.
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 %.
2 unchanged sentences
On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan.
−Removed: Please read Note 24—Subsequent Events to our consolidated financial statements under Item 8 of this Form 10-K for additional discussion on the repayment.
+Added: We recognized approximately $ 1.4 million of debt extinguishment costs in the year ended December 31, 2021 related to our prepayment of the loan principal.
+Added: 7.75% Senior Secured Notes Due 2025
+Added: Our 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.
+Added: During the year ended December 31, 2021, we repurchased and cancelled $ 4 million in aggregate principal amount of the 7.75% Senior Secured Notes through two repurchases .
+Added: As of December 31, 2021, the 7.75% Senior Secured Notes had an outstanding principal balance of $ 296.0 million.
+Added: The indenture governing the 7.75% Senior Secured Notes contains restrictive covenants limiting the ability of Par Petroleum, LLC and its Restricted Subsidiaries (as defined in the indenture) to, among other things, incur additional indebtedness, issue certain preferred shares, create liens on certain assets to secure debt, sell or otherwise dispose of all or substantially all assets, or pay dividends.
+Added: The 7.75% Senior Secured Notes are secured on a pari passu basis by first priority liens (subject to the relative priority of permitted liens) on substantially all of the property and assets of the Issuers and the subsidiary guarantors, including but not limited to, material real property now owned or hereafter acquired by the Issuers or subsidiary guarantors and their equipment, intellectual property, and equity interests, but excluding certain property which is collateral under the ABL Credit Facility, the Supply and Offtake Agreement, and the Washington Refinery Intermediation Agreement.
+Added: The 7.75% Senior Secured Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by each of Par Petroleum, LLC’s existing wholly owned subsidiaries (other than Par Petroleum Finance Corp.), and are guaranteed on a senior unsecured basis only as to the payment of principal and interest by Par Pacific Holdings, Inc.
+Added: In the future, the 7.75% Senior Secured Notes will be guaranteed on a senior secured basis by additional subsidiaries of Par Petroleum, LLC that guarantee material indebtedness of the Issuers or otherwise become obligated with respect to material indebtedness under a credit facility, subject to certain exceptions.
+Added: Term Loan B Facility due 2026
+Added: On January 11, 2019, Par Petroleum, LLC and Par Petroleum Finance Corp.
+Added: (collectively, the “Issuers”) entered into a new term loan facility with Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto from time to time (the “Term Loan B Facility”).
+Added: Pursuant to the Term Loan B Facility, the lenders made a term loan to the borrowers in the amount of $ 250.0 million (“Term Loan B”) on the closing date.
+Added: The net proceeds from Term Loan B totaled $ 232.0 million after deducting the original issue discount, deferred financing costs, and commitment and other fees.
+Added: Loans under the Term Loan B bear 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 %.
+Added: The average effective interest rate for 2021 on the Term Loan B was 7.0 %.
+Added: In addition to the quarterly interest payments, the Term Loan B requires quarterly principal payments of $ 3.1 million.
+Added: The Term Loan B matures on January 11, 2026.
+Added: The obligations of the borrowers under the Term Loan B Facility are guaranteed by Par Petroleum, LLC’s and Par Petroleum Finance Corp.’s existing and future direct or indirect domestic subsidiaries and, by Par Pacific Holdings, Inc., with respect to principal and interest only.
+Added: The Term Loan B Facility is secured on a pari passu basis by first priority liens (subject to the relative priority of permitted liens) on substantially all of the property and assets of Par Petroleum, LLC, Par Petroleum Finance Corp., and their subsidiary guarantors, but excluding certain property which is collateral under the ABL Credit Facility, the Supply and Offtake Agreement, and the Washington Refinery Intermediation Agreement.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
+Added: 12.875% Senior Secured Notes due 2026
+Added: On June 5, 2020, the Issuers completed the issuance and sale of $ 105.0 million in aggregate principal amount of 12.875% Senior Secured Notes in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended.
+Added: The net proceeds of $ 98.8 million from the sale were used for general corporate purposes.
+Added: The 12.875% Senior Secured Notes bear 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) and will mature on January 15, 2026.
+Added: The indenture for the 12.875% Senior Secured Notes also allows for optional early redemptions, some of which require the Issuers to pay a premium and some of which have certain other restrictions related to timing and the maximum redeemable principal amount.
+Added: 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.
+Added: 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.
+Added: As of December 31, 2021, $ 68.3 million in aggregate principal amount of the 12.875% Senior Secured Notes remained outstanding.
+Added: The obligations of the borrowers under the 12.875% Senior Secured Notes are guaranteed by the Issuers’ existing and future direct or indirect domestic subsidiaries (other than Par Petroleum Finance Corp.) and by Par Pacific Holdings, Inc., with respect to principal and interest only.
+Added: The 12.875% Senior Secured Notes are secured on a pari passu basis by first priority liens (subject to the relative priority of permitted liens) on substantially all of the property and assets of the Issuers and the subsidiary guarantors, but excluding certain assets which are collateral under the ABL Credit Facility, the Supply and Offtake Agreement, and the Washington Refinery Intermediation Agreement.
Mid Pac Term Loan
−Removed: On September 27, 2018, PHL (which 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.
−Removed: We received the proceeds on October 18, 2018, which were used to purchase certain retail property.
−Removed: The Mid Pac Term Loan is scheduled to mature on October 18, 2028.
−Removed: The Mid Pac Term Loan is payable monthly, bears interest at an annual rate of 4.375 %, is 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 is guaranteed by Par Petroleum, LLC.
+Added: Our Mid Pac Term Loan with American Savings Bank, F.S.B.
+Added: 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.
+Added: The Mid Pac Term Loan was scheduled to mature on October 18, 2028.
+Added: On March 12, 2021, we terminated and repaid all amounts outstanding under the Mid Pac Term Loan.
PHL Term Loan
5 unchanged sentences
On February 23, 2021, we terminated and repaid all amounts outstanding under the PHL Term Loan.
−Removed: Please read Note 24—Subsequent Events to our consolidated financial statements under Item 8 of this Form 10-K for additional discussion on the repayment.
Cross Default Provisions
1 unchanged sentence
As of December 31, 2021, we were in compliance with all of our debt instruments.
−Removed: 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.
+Added: 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”).
−Removed: 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.
+Added: We have no “independent assets or
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
+Added: 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 14— Derivatives
4 unchanged sentences
We are obligated to repurchase the crude oil and refined products from J.
−Removed: Aron at the termination of the Supply and Offtake Agreements.
+Added: Aron at the termination of the Supply and Offtake Agreement.
Our Washington Refinery Intermediation Agreement contains 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.
−Removed: We have determined that these obligations under the Supply and Offtake Agreements and Washington Refinery Intermediation Agreement contain embedded derivatives.
+Added: We have determined that these obligations under the Supply and Offtake Agreement and Washington Refinery Intermediation 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.
6 unchanged sentences
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.
−Removed: Our open futures and OTC swaps expired in January 2021.
+Added: Our open futures and OTC swaps expire in April 2022.
At December 31, 2021, our open commodity derivative contracts represented (in thousands of barrels):
3 unchanged sentences
Total 3,200 ( 5,250 ) ( 2,050 )
−Removed: At December 31, 2020, we also had option collars that economically hedge 25 thousand barrels of crude oil per month of our internally consumed fuel at our Hawaii refineries.
−Removed: 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.
+Added: At December 31, 2021, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries.
+Added: The following table provides information on these option collars at each of our refineries as of December 31, 2021:
+Added: December 31, 2021
+Added: Average barrels per month 35,833
+Added: Weighted-average strike price - floor (in dollars) $ 59.47
+Added: Weighted-average strike price - ceiling (in dollars) $ 75.34
+Added: Commencement date January 2022
+Added: Expiry date December 2022
Interest Rate Derivatives
−Removed: We are exposed to interest rate volatility in our ABL Revolver, Term Loan B Facility, Retail Property Term Loan, Supply and Offtake Agreements, and Washington Refinery Intermediation Agreement.
+Added: We are exposed to interest rate volatility in our ABL Revolver, Term Loan B Facility, Supply and Offtake Agreement, and Washington Refinery Intermediation Agreement.
We may utilize interest rate swaps to manage our interest rate risk.
2 unchanged sentences
On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan and the related interest rate swap.
−Removed: Please read Note 24—Subsequent Events to our consolidated financial statements under Item 8 of this Form 10-K for additional discussion on the repayment.
−Removed: In February 2018, we terminated a separate $ 100 million floating interest rate swap originally maturing in March 2021, which resulted in a realized gain of $ 3.7 million for the year ended December 31, 2018.
−Removed: In June 2016, we completed the issuance and sale of an aggregate of $ 115.0 million principal amount of the 5.00% Convertible Senior Notes.
−Removed: Please read Note 13—Debt for further discussion.
−Removed: Upon redemption of our 5.00% Convertible Senior Notes on or after June 20, 2019 at our election, we are obligated to pay a make-whole premium equal to the present value of the remaining scheduled payments of interest on the 5.00% Convertible Senior Notes to be redeemed from the relevant redemption date to the maturity date of June 15, 2021.
−Removed: We have determined that the redemption option and the related make-whole premium represent an embedded derivative that is not clearly and closely related to the 5.00% Convertible Senior Notes.
−Removed: As such, we have accounted for this embedded derivative at fair value with changes in the fair value recorded in Interest expense
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: and financing costs, net on our consolidated statements of operations.
−Removed: As of December 31, 2020, this embedded derivative was deemed to have a de minimis fair value.
+Added: Upon redemption of our 5.00% Convertible Senior Notes on or after June 20, 2019 at our election, we were obligated to pay a make-whole premium equal to the present value of the remaining scheduled payments of interest on the 5.00% Convertible Senior Notes to be redeemed from the relevant redemption date to the maturity date of June 15, 2021.
+Added: We determined that the redemption option and the related make-whole premium represented an embedded derivative that was not clearly and closely related to the 5.00% Convertible Senior Notes.
+Added: As such, prior to the maturity date of June 15, 2021, we accounted for this embedded derivative at fair value with changes in the fair value recorded in Interest expense and financing costs, net on our consolidated statements of operations.
+Added: On June 15, 2021, the 5.00% Convertible Senior Notes were repaid in full and the related embedded derivative was settled.
The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2021 and 2020 and their placement within our consolidated balance sheets.
45 unchanged sentences
The underfunded status of the defined benefit plan represents the difference between the fair value of the plan’s assets and the projected benefit obligations.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
−Removed: Purchase Price Allocation of Northwest Retail
−Removed: The fair values of the assets acquired and liabilities assumed as a result of the Northwest Retail Acquisition were estimated as of March 23, 2018, the date of the acquisition, using valuation techniques described in notes (1) through (5) below.
−Removed: Fair Value Technique
−Removed: (in thousands)
−Removed: Net working capital $ 3,822 (1)
−Removed: Property, plant, and equipment 30,230 (2)
−Removed: Goodwill 46,210 (3)
−Removed: Long-term capital lease obligations ( 5,244 ) (4)
−Removed: Other non-current liabilities ( 487 ) (5)
−Removed: Total $ 74,531
−Removed: (1) Current assets acquired and liabilities assumed were recorded at their net realizable value.
−Removed: (2) The fair value of property, plant, and equipment was estimated using the cost approach.
−Removed: Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors.
−Removed: The total cost is then adjusted for depreciation based on the physical age of the assets and obsolescence.
−Removed: The fair value of the land was estimated using the sales comparison approach.
−Removed: Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics.
−Removed: We consider this to be a Level 3 fair value measurement.
−Removed: The fair value of capital lease assets was estimated using the income approach.
−Removed: Under the income approach, the annual lease market rental rate cash flow stream is estimated and then discounted to present value over the remaining life of the lease using a pre-tax discount rate based on expected return for the specific asset type and location.
−Removed: (3) The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill.
−Removed: (4) Long-term capital lease obligations were estimated based on the present value of lease payments over the term of the lease.
−Removed: (5) Other non-current liabilities are primarily related to asset retirement obligations.
−Removed: AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate.
At March 31, 2020, we performed a quantitative goodwill impairment test of all of our reporting units due to (i) the global economic impact of the COVID-19 pandemic and (ii) a steep decline in current and forecasted prices and demand for crude oil and refined products.
6 unchanged sentences
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.
−Removed: 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.
−Removed: At March 31, 2020, we conducted an impairment evaluation of our investment in Laramie Energy because of (i) the global economic impact of the COVID-19 pandemic, (ii) an increase in the weighted-average cost of capital for energy companies, and (iii) continuing declines in natural gas prices through the first quarter of 2020.
−Removed: Based on our evaluation, we determined that the estimated fair value of our investment in Laramie Energy was $ 1.9 million, compared to a carrying value of $ 47.2 million at March 31, 2020.
−Removed: The fair value estimate was determined using a discounted cash flow analysis based on natural
+Added: An impairment loss, based on the
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: gas forward strip prices as of March 31, 2020 for the years 2020 and 2021 of the forecast, and a blend of forward strip pricing and third-party analyst pricing for the years 2022 through 2028.
+Added: 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.
+Added: At March 31, 2020, we conducted an impairment evaluation of our investment in Laramie Energy because of (i) the global economic impact of the COVID-19 pandemic, (ii) an increase in the weighted-average cost of capital for energy companies, and (iii) continuing declines in natural gas prices through the first quarter of 2020.
+Added: Based on our evaluation, we determined that the estimated fair value of our investment in Laramie Energy was $ 1.9 million, compared to a carrying value of $ 47.2 million at March 31, 2020.
+Added: The fair value estimate was determined using a discounted cash flow analysis based on natural gas forward strip prices as of March 31, 2020 for the years 2020 and 2021 of the forecast, and a blend of forward strip pricing and third-party analyst pricing for the years 2022 through 2028.
Other significant inputs used in the discounted cash flow analysis included proved and unproved reserves information, forecasts of operating expenditures, and the applicable discount rate.
1 unchanged sentence
A discount rate of 10 % was used to reflect the higher cost of capital under the economic conditions as of March 31, 2020.
−Removed: As a result, we recorded an other-than temporary impairment charge of $ 45.3 million in Equity earnings (losses) from Laramie Energy, LLC on our consolidated statement of operations for the year ended December 31, 2020.
+Added: As a result, we recorded an other-than temporary impairment charge of $ 45.3 million in Equity losses from Laramie Energy, LLC on our consolidated statement of operations for the year ended December 31, 2020.
At September 30, 2019, we conducted an impairment evaluation of our investment in Laramie Energy because of the significant decline in natural gas prices over the second quarter of 2019 and continued deterioration in the third quarter of 2019.
12 unchanged sentences
As a result of this evaluation, we recorded an impairment charge of $ 17.9 million on our statement of operations for the year ended December 31, 2020.
+Added: 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
6 unchanged sentences
As a result of this cashless transaction, 350,542 shares of common stock were issued.
−Removed: As of December 31, 2020, we had no common stock warrants outstanding.
+Added: As of December 31, 2021 and 2020, we had no common stock warrants outstanding.
Derivative instruments
2 unchanged sentences
These include our exchange traded futures.
−Removed: 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.
+Added: Level 2 instruments are valued using quoted prices for similar assets and liabilities in
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
+Added: 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.
4 unchanged sentences
Estimates of the J.
−Removed: Aron and MLC settlement prices are based on observable inputs, such as Brent and WTI indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreements and Washington Refinery Intermediation Agreement.
+Added: Aron and MLC settlement prices are based on observable inputs, such as Brent and WTI indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreement and Washington Refinery Intermediation Agreement.
Such contractual differentials vary by location and by the type of product and range from a discount of $ 5.64 per barrel to a premium of $ 56.77 per barrel as of December 31, 2021.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
Contractual price differentials are considered unobservable inputs;
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MLC terminal obligation derivative — — ( 22,170 ) ( 22,170 ) — ( 22,170 )
−Removed: Interest rate derivatives — ( 2,993 ) — ( 2,993 ) — ( 2,993 )
Gross environmental credit obligations (2) — ( 311,014 ) — ( 311,014 ) — ( 311,014 )
Total (3) $ ( 3,964 ) $ ( 316,017 ) $ ( 37,321 ) $ ( 357,302 ) $ 7,536 $ ( 349,766 )
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
December 31, 2020
1 unchanged sentence
Commodity derivatives $ 616 $ 1,573 $ — $ 2,189 $ ( 843 ) $ 1,346
−Removed: Common stock warrants $ — $ — $ ( 8,206 ) $ ( 8,206 ) $ — $ ( 8,206 )
Commodity derivatives $ ( 3 ) $ ( 840 ) $ — $ ( 843 ) $ 843 $ —
4 unchanged sentences
Total $ ( 3 ) $ ( 154,315 ) $ ( 30,958 ) $ ( 185,276 ) $ 843 $ ( 184,433 )
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
_________________________________________________________
1 unchanged sentence
(2) Does not include RINs assets and other environmental credits of $ 120.1 million and $ 26.7 million presented as Inventories on our consolidated balance sheet and stated at the lower of cost and net realizable value as of December 31, 2021 and 2020, respectively.
+Added: (3) The interest rate derivative was settled in February 2021, therefore, there is no asset or liability related to the interest rate derivative at December 31, 2021.
+Added: Please read Note 14—Derivatives for further information.
A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands):
9 unchanged sentences
Carrying Value Fair Value
−Removed: 5.00 % Convertible Senior Notes due 2021 (1) (3)
−Removed: $ 47,301 $ 50,311
ABL Credit Facility due 2022 $ — $ —
−Removed: Retail Property Term Loan due 2024 (2) 41,891 41,891
7.75 % Senior Secured Notes due 2025 (1)
3 unchanged sentences
65,034 75,758
−Removed: Mid Pac Term Loan due 2028 (2) 1,399 1,399
−Removed: PHL Term Loan due 2030 (2) 5,792 5,792
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
December 31, 2020
7 unchanged sentences
Term Loan B Facility due 2026 (1) 219,708 215,578
+Added: 12.875 % Senior Secured Notes due 2026 (1)
+Added: 99,213 112,901
Mid Pac Term Loan due 2028 (2) 1,399 1,399
−Removed: Common stock warrants (2) 8,206 8,206
+Added: 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.
−Removed: (2) The fair value measurements of the common stock warrants, Mid Pac Term Loan, Retail Property Term Loan, and PHL Term Loan are considered Level 3 measurements in the fair value hierarchy.
+Added: (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.
−Removed: The fair value of the liability component of the 5.00% Convertible Senior Notes was
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
−Removed: 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.
−Removed: 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 December 31, 2020.
−Removed: The fair value of the 5.00% Convertible Senior Notes is considered a Level 2 measurement in the fair value hierarchy.
+Added: 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.
+Added: 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 the measurement date.
+Added: The outstanding aggregate principal amount of the 5.00% Convertible Senior Notes were paid in full at maturity on June 15, 2021.
+Added: The fair value of the 5.00% Convertible Senior Notes was 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 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.
−Removed: The Retail Property Term Loan is subject to a market-based floating interest rate.
−Removed: The Mid Pac Term Loan and PHL Term Loan are subject to fixed interest rates of 4.375 % and 2.750 %, respectively.
The carrying values of our Retail Property, Mid Pac, and PHL Term Loans were determined to approximate fair value as of December 31, 2020.
+Added: 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 16— Leases
−Removed: 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.
+Added: 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 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.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
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, 2021 and 2020 and their placement within our consolidated balance sheets:
16 unchanged sentences
Operating 6.70 % 7.59 %
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
The following table summarizes the lease costs recognized in our consolidated statements of operations (in thousands):
8 unchanged sentences
Net lease cost $ 102,179 $ 120,645 $ 116,338
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
The following table summarizes the supplemental cash flow information related to leases as follows (in thousands):
23 unchanged sentences
These leases are expected to commence when the lessor has made the equipment or location available to us to operate or begin construction, respectively.
−Removed: Due to the transition method elected, information presented prior to January 1, 2019 has not been restated for FASB ASC 842 “Leases” and continues to be reported under the accounting standards in effect for the period.
−Removed: As of December 31, 2018, we had capital lease obligations related primarily to the leases of 17 retail stations.
−Removed: Most capital leases included one or more options to renew, with renewal terms that could extend the lease term from one to 15 years or more.
−Removed: Certain leases included escalation clauses and/or purchase options.
−Removed: Additionally, as of December 31, 2018, we had various cancelable and noncancelable operating leases related to land, vehicles, office and retail facilities, railcars, barges, and other facilities used in the storage, transportation, and sale of crude oil and refined products.
−Removed: We had operating leases for most of our retail stations
+Added: Sale-Leaseback Transaction
+Added: 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 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”).
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The initial lease term may be extended for up to four five-year renewal terms in accordance with the terms of the Lease Agreement.
+Added: Under the terms of the
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: with an average of eight years remaining and generally contained renewal options and escalation clauses.
−Removed: Leases for facilities used in the storage, transportation, and sale of crude oil and refined products had various expiration dates extending to 2044.
−Removed: Rent expense for the year ended December 31, 2018 was approximately $ 41.6 million.
+Added: 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.
+Added: As a result of the Sale-Leaseback Transactions, we recorded operating ROU assets and lease liabilities of $ 81.3 million.
+Added: Certain of the Sale-Leaseback Properties were treated as failed sale-leaseback transactions based on the terms of the lease.
+Added: 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.
+Added: 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 17— Commitments and Contingencies
2 unchanged sentences
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.
−Removed: Tesoro Earn-out Dispute
−Removed: On June 17, 2013, a wholly owned subsidiary of Par entered into a membership interest purchase agreement with Andeavor, formerly known as Tesoro Corporation (“Tesoro,” which changed its name to Andeavor Corporation before being purchased by Marathon Petroleum Company in October 2018), pursuant to which it purchased all of the issued and outstanding membership interests in Tesoro Hawaii, LLC, an entity that was renamed Hawaii Independent Energy, LLC, and thereafter renamed Par Hawaii Refining, LLC (“PHR”).
−Removed: The cash consideration for the acquisition was subject to an earn-out provision during the years 2014-2016, subject to, among other things, an annual earn-out cap of $ 20 million and an overall cap of $ 40 million.
−Removed: During 2016, we paid Tesoro a total of $ 16.8 million to settle the 2014 and 2015 earn-out periods.
−Removed: Tesoro disputed our calculation of the 2015 and 2016 earn-out amounts and asserted that it was entitled to an additional earn-out amount of $ 4.3 million for the 2015 earn-out period and a total earn-out amount of $ 8.3 million for the 2016 earn-out period.
−Removed: On March 22, 2018, Tesoro agreed to settle the earn-out dispute and release and discharge any related claims in exchange for our payment of $ 10.5 million.
+Added: Tax and Related Matters
+Added: 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.
+Added: On January 4, 2022, U.S.
+Added: Oil & Refining Co.
+Added: received a letter of determination from the Washington Department of Revenue related to a tax audit of certain sales of raw vacuum gas oil (“RVGO”) between January 13, 2014 and September 30, 2016.
+Added: The audit determined that U.S.
+Added: Oil & Refining Co.
+Added: did not pay certain taxes on certain sales of RVGO.
+Added: We dispute the results of the audit and intend to appeal.
+Added: By opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in Hawaii free trade zones from certain state taxes.
+Added: We understand that we and other similarly situated state taxpayers who had previously claimed such exemptions may anticipate an audit of their state tax returns filed for such prior tax periods.
+Added: 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.
+Added: and certain unnamed defendants made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii free trade zones, and seeking unspecified damages, penalties, interest and injunctive relief.
+Added: We dispute the allegations in the complaint and intend to vigorously defend ourselves in such proceeding.
+Added: We believe the likelihood of an unfavorable outcome in these matters to be neither probable nor reasonably estimable.
Environmental Matters
9 unchanged sentences
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.
−Removed: As of December 31, 2020, 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.
−Removed: 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.
−Removed: 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.
−Removed: 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
+Added: As of December 31, 2021, we have accrued $ 15.6 million for the well-understood components of these efforts based on current
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: wastewater discharges.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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 .
9 unchanged sentences
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).
−Removed: 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.
+Added: The Hawaii refinery’s 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.
−Removed: 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.
+Added: In addition to the Hawaii GHG legislation, the State of Washington and its political subdivisions have passed several climate-focused laws in 2021 that are relevant to our Tacoma, Washington location.
+Added: These include a low-carbon fuel standard designed to reduce the carbon intensity of transportation fuels by twenty percent by 2038 and a “cap and trade”-style program for GHG emissions covering industrial facilities starting in 2023.
+Added: As both legislative programs are presently undergoing rulemaking processes at the Washington Department of Ecology, the contours of both sets of requirements are not yet clear.
+Added: In addition to action by the State, on November 16, 2021, the Tacoma City Council adopted its Tideflats and Industrial Land Use Regulations, which prohibits new petroleum storage and allows for only limited additions of clean fuel infrastructure.
In 2007, the U.S.
5 unchanged sentences
Higher fuel economy standards have the potential to reduce demand for our refined transportation fuel products.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
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.
4 unchanged sentences
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 compliance or selling those RINs on the open market.
−Removed: EPA has not yet set volumetric requirements for 2021, which makes it difficult to estimate our obligations.
+Added: On December 21, 2021, EPA published proposed RFS that include retroactive cuts to earlier 2020 quotas, set 2021 targets at levels of renewable fuels that were actually used, and would establish significantly higher volume requirements for 2022.
+Added: Whether that rule will be finalized as proposed and how the final rule will fare in the courts may significantly alter our obligations to blend renewable fuels or purchase RINs.
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.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
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.
5 unchanged sentences
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.
−Removed: 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.
+Added: The 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.
−Removed: 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.
+Added: The Hawaii refinery, our Wyoming refinery, and our Washington refinery, acquired in January 2019, were all granted small refinery status by the EPA for 2018.
Owing to the receipt of these small refinery exemptions, our net income for the year ended December 31, 2019 includes $ 5.3 million of net RINs benefit.
2 unchanged sentences
coastline (which includes the entire Hawaiian Island chain) were lowered from 10,000 ppm (1%) to 1,000 ppm (0.1%).
−Removed: 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.
+Added: The sulfur standards began at the Hawaii refinery 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.
2 unchanged sentences
Beyond the 200 mile ECA, large ocean vessels are still allowed to burn marine fuel with up to 3.5% sulfur.
−Removed: Our Hawaii refineries are capable of producing the 1% sulfur residual fuel oil that was previously required within the ECA.
−Removed: 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.
+Added: Our Hawaii refinery is capable of producing the 1% sulfur residual fuel oil that was previously required within the ECA.
+Added: Although our Hawaii refinery remains 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.
4 unchanged sentences
Environmental Agreement
−Removed: On September 25, 2013, Par Petroleum, LLC (formerly Hawaii Pacific Energy, a wholly owned subsidiary of Par created for purposes of the PHR acquisition), 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.
−Removed: Indemnification
−Removed: 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.
−Removed: Tesoro’s indemnification obligations are subject to certain limitations as set forth in the Environmental Agreement.
−Removed: These limitations include a deductible of $ 1 million and a cap of $ 15 million for certain of Tesoro’s indemnification
+Added: On September 25, 2013, Par Petroleum, LLC (formerly Hawaii Pacific Energy, a wholly owned subsidiary of Par created for purposes of the PHR acquisition), Tesoro, and PHR entered into an Environmental Agreement (“Environmental
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: 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.
+Added: Agreement”) that allocated responsibility for known and contingent environmental liabilities related to the acquisition of PHR, including a consent decree.
+Added: Indemnification
+Added: 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.
+Added: Tesoro’s indemnification obligations are subject to certain limitations as set forth in the Environmental Agreement.
+Added: 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
15 unchanged sentences
We sell a variety of refined products to a diverse customer base.
−Removed: For the year ended December 31, 2020, we had one customer in our refining segment that accounted for 13 % of our consolidated revenue.
+Added: For each of the years ended December 31, 2021 and 2020, we had one customer in our refining segment that accounted for 13 % of our consolidated revenue.
No other customer accounted for more than 10% of our consolidated revenues during the years ended December 31, 2021, 2020, and 2019.
Note 18— Stockholders’ Equity
−Removed: 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.
−Removed: 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.
−Removed: Our debt agreements restrict the payment of dividends.
−Removed: Registration Rights Agreements
−Removed: In connection with our emergence from bankruptcy on August 31, 2012, we entered into a registration rights agreement (“Registration Rights Agreement”) providing the stockholders party thereto (“Stockholders”) with certain registration rights.
−Removed: The Registration Rights Agreement states that at any time after the consummation of a qualified public offering, any Stockholder or group of Stockholders that, together with its or their affiliates, holds more than fifteen percent of the Registrable Shares (as defined in the Registration Rights Agreement), will have the right to require us to file with the SEC a registration statement for a public offering of all or part of its Registrable Shares (each a “Demand Registration”), by delivery of written notice to the company (each, a “Demand Request”).
+Added: 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
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
+Added: 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.
+Added: 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.
+Added: Our debt agreements restrict the payment of dividends.
+Added: Registration Rights Agreement
+Added: In connection with our emergence from bankruptcy on August 31, 2012, we entered into a registration rights agreement (“Registration Rights Agreement”) providing the stockholders party thereto (“Stockholders”) with certain registration rights.
+Added: The Registration Rights Agreement states that at any time after the consummation of a qualified public offering, any Stockholder or group of Stockholders that, together with its or their affiliates, holds more than fifteen percent of the Registrable Shares (as defined in the Registration Rights Agreement), will have the right to require us to file with the SEC a registration statement for a public offering of all or part of its Registrable Shares (each a “Demand Registration”), by delivery of written notice to the company (each, a “Demand Request”).
Within 90 days after receiving the Demand Request, we must file with the SEC the registration statement with respect to the Demand Registration, subject to certain limitations as set forth in the Registration Rights Agreement.
9 unchanged sentences
The registration rights granted in each rights agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as suspension periods and, if a registration is for an underwritten offering, limitations on the number of shares to be included in the underwritten offering imposed by the managing underwriter.
−Removed: In connection with the completion of the Company’s private unregistered offering of its 5.00% Convertible Senior Notes, the Company entered into a Registration Rights Agreement (the “Convertible Notes Registration Rights Agreement”), dated as of June 21, 2016, with the initial purchasers in the offering of the 5.00% Convertible Senior Notes.
−Removed: The Convertible Notes Registration Rights Agreement requires the Company (i) to file with the SEC a shelf registration statement covering resales of the shares of common stock, if any, issuable upon conversion of the 5.00% Convertible Senior Notes and in respect of any make-whole premium, (ii) to use its best efforts to cause, if not a well-known seasoned issuer, such shelf registration statement to be declared effective by the SEC within 180 days after June 21, 2016, and (iii) to use its best efforts to keep such shelf registration statement effective until the earlier of (A) the 120 th calendar day immediately following the maturity date of the 5.00% Convertible Senior Notes or (B) the date on which there are no longer outstanding any 5.00% Convertible Senior Notes or restricted shares of the common stock that have been received upon conversion of the 5.00% Convertible Senior Notes or in respect of any make-whole premium.
−Removed: If the Company does not fulfill its obligations under the Convertible Notes Registration Rights Agreement, it will be required to pay the holders of the 5.00% Convertible Senior Notes liquidated damages in the form of additional interest on the 5.00% Convertible Senior Notes.
−Removed: Such additional interest will accrue at a rate per year equal to:
−Removed: (i) 0.25 % of the principal amount of the 5.00% Convertible Senior Notes to, and including, the 90 th day following such registration default and (ii) 0.50 % of the principal amount of the 5.00% Convertible Senior Notes from, and after, the 91 st day following such registration default.
−Removed: In no event will the liquidated damages exceed 0.50 % per year.
−Removed: Incentive Plans
−Removed: Our incentive compensation plans are described below.
−Removed: Long Term Incentive Plan
−Removed: On December 20, 2012, our Board of Directors (“Board”) approved the Par Petroleum Corporation 2012 Long Term Incentive Plan (“Incentive Plan” or “LTIP”).
−Removed: Under the Incentive Plan, 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.
−Removed: On February 16, 2016 and February 27, 2018, the Board
+Added: Issuance of Common Stock
+Added: On March 16, 2021, we entered into an underwriting agreement with J.P.
+Added: Morgan Securities LLC and Goldman Sachs & Co.
+Added: 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.
+Added: We completed the issuance of these shares on March 19, 2021.
+Added: The net proceeds from the Equity Offering were approximately $ 87.2 million, after deducting underwriting discounts and commissions and offering expenses.
+Added: 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.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: approved the amendment and restatement of the Incentive Plan to increase the number of shares issuable under the Amended and Restated LTIP.
−Removed: The Company’s shareholders ratified the amended and restated Incentive Plan on June 2, 2016 and May 8, 2018, respectively.
+Added: Share Repurchase Program
+Added: 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.
+Added: Under the share repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal and state laws.
+Added: The share repurchase program does not have a specified end date and may be limited or terminated at any time without prior notice.
+Added: During the year ended December 31, 2021, we repurchased 59 thousand shares for a total of $ 0.8 million.
+Added: Incentive Plans
+Added: Our incentive compensation plans are described below.
+Added: Long Term Incentive Plan
+Added: 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.
10 unchanged sentences
Stock Purchase Plan
−Removed: On June 12, 2014, the Board adopted a Stock Purchase Plan (as amended, the “SPP”) plan.
−Removed: 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.
+Added: 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.
4 unchanged sentences
50 % for a non-employee chairman of the Board, 35 % for non-employee members of the Board, and 50 % - 70 % for executive officers.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Incentive Plan and Stock Purchase Plan (in thousands):
5 unchanged sentences
Employee Stock Purchase Plan
−Removed: On February 27, 2018, our Board approved the Par Pacific Holdings, Inc.
−Removed: 2018 Employee Stock Purchase Plan (“ESPP”).
−Removed: Beginning in 2019, eligible employees may elect to purchase the Company’s common stock at 85 % of the market price on the purchase date.
+Added: Under the Par Pacific Holdings, Inc.
+Added: 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.
3 unchanged sentences
At December 31, 2021, 201 thousand shares remained available under the ESPP.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
During each of the years ended December 31, 2021, 2020, and 2019, we recognized $ 0.2 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.
−Removed: During the years ended December 31, 2020 and 2019, employees purchased 145 thousand and 68 thousand shares under the ESPP, respectively.
+Added: During the years ended December 31, 2021, 2020, and 2019, employees purchased 85 thousand, 145 thousand, and 68 thousand shares under the ESPP, respectively.
Management Stock Purchase Plan
6 unchanged sentences
Restricted Stock Awards and Restricted Stock Units
−Removed: The following table summarizes our restricted stock activity (in thousands, except per share amounts):
+Added: The following tables summarize our restricted stock activity (in thousands, except per share amounts):
Shares Weighted-
5 unchanged sentences
Unvested balance at December 31, 2021 760 $ 17.19
−Removed: The total fair value of restricted stock and restricted stock units that vested during the years ended December 31, 2020, 2019, and 2018 was $ 3.8 million, $ 3.7 million, and $ 3.3 million, respectively.
−Removed: The estimated weighted-average grant-date fair value per share of restricted stock and restricted stock units granted during the years ended December 31, 2020, 2019, and 2018 was $ 16.97 , $ 17.43 , and $ 17.47 , respectively.
−Removed: As of December 31, 2020 and 2019, there was approximately $ 7.1 million and $ 6.3 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 1.68 years and 1.69 years, respectively.
+Added: Years Ended December 31,
+Added: 2021 2020 2019
+Added: Weighted-average grant-date fair value per share of restricted stock awards and restricted stock units granted (in dollars) $ 16.38 $ 16.97 $ 17.43
+Added: Fair value of restricted stock awards and restricted stock units vested $ 4,370 $ 3,787 $ 3,693
+Added: As of December 31, 2021 and 2020, there were approximately $ 9.0 million and $ 7.1 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 1.74 years and 1.68 years, respectively.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
Performance Restricted Stock Units
−Removed: The following table summarizes our performance restricted stock activity (in thousands, except per unit amounts):
+Added: The following tables summarize our performance restricted stock activity (in thousands, except per unit amounts):
Units Weighted-
5 unchanged sentences
Unvested balance at December 31, 2021 158 $ 17.61
−Removed: The granted performance restricted stock units had a fair value of approximately $ 0.9 million, $ 0.8 million, and $ 0.8 million during the years ended December 31, 2020, 2019, and 2018, respectively, and are subject to certain annual performance targets based on three-year performance periods as defined by our Board.
−Removed: The estimated weighted-average grant-date fair value per share of performance restricted stock units granted during the years ended December 31, 2020, 2019, and 2018 was $ 19.73 , $ 17.00 , and $ 17.34 , respectively.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
+Added: Years Ended December 31,
+Added: 2021 2020 2019
+Added: Weighted-average grant-date fair value per share of performance restricted stock units granted (in dollars) $ 16.52 $ 19.73 $ 17.00
+Added: Fair value of performance restricted stock units granted $ 1,053 $ 919 $ 811
+Added: 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, 2021 and 2020, there were approximately $ 1.1 million and $ 1.0 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 1.76 years and 1.75 years, respectively.
8 unchanged sentences
2021 2020 2019
−Removed: Expected life from date of grant (years) 5.3 5.3 5.3
+Added: Expected life from date of grant (in years) 5.3 5.3 5.3
Expected volatility 53.2 % 33.2 % 34.3 %
7 unchanged sentences
Exercised ( 4 ) 14.60
−Removed: Forfeited / canceled ( 181 ) 20.56
+Added: Forfeited / canceled / expired ( 311 ) 21.29
Outstanding balance at December 31, 2021 2,195 $ 18.50 4.2 $ 446
Exercisable, end of year 1,400 $ 19.07 3.0 $ 446
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2021, 2020, and 2019
The estimated weighted-average grant-date fair value per share of options granted during the year ended December 31, 2021, 2020, and 2019 was $ 7.72 , $ 6.30 , and $ 5.98 , respectively.
8 unchanged sentences
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 %.
−Removed: Beginning in January 2021 and as part of cost reductions in response to the impact of the COVID-19 pandemic on our businesses, we have temporarily suspended matching employee contributions for salaried employees with 2020 annual earnings in excess of the IRS highly compensated limit of $ 130,000 .
+Added: 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 .
+Added: In January 2022, we resumed matching of all previously-suspended employee contributions.
For the years ended December 31, 2021, 2020, and 2019, we made contributions to the plans totaling approximately $ 3.1 million, $ 5.6 million, and $ 5.6 million, respectively.
2 unchanged sentences
Oil covered by a collective bargaining agreement.
−Removed: 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
+Added: 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.
+Added: Benefits under our U.S.
+Added: Oil plan are based on the employee’s hourly rate of compensation at the beginning of each year of employment.
+Added: 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.
+Added: In December 2016, the Wyoming Refining plan was amended to freeze all future benefit accruals for salaried employees.
+Added: In March 2021, the Wyoming Refining plan was amended (the “Plan Amendment”) to freeze all future benefit accruals for hourly plan participants.
+Added: The Plan Amendment reduced the projected benefit obligation by $ 6.0 million.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The estimated rate of compensation increase remained 3 % at the time of curtailment.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: years of employment.
−Removed: Benefits under our U.S.
−Removed: Oil plan are based on the employee’s hourly rate of compensation at the beginning of each year of employment.
−Removed: 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.
−Removed: In December 2016 and March 2021, the Wyoming Refining plan was amended to freeze all future benefit accruals for salaried and hourly plan participants, respectively.
The changes in the projected benefit obligation and the fair value of plan assets of our Benefit Plans for the years ended December 31, 2021 and 2020 were as follows (in thousands):
2 unchanged sentences
Interest cost
−Removed: Actuarial loss (1) 7,038 6,688
+Added: Plan amendment
+Added: Actuarial loss (gain) (1) ( 2,508 ) 7,038
Benefits paid
( 1,760 ) ( 1,690 )
+Added: Curtailment ( 2,032 ) —
Projected benefit obligation as of the end of the period $ 56,411 $ 60,479
7 unchanged sentences
____________________________________________________
+Added: (1) For the year ended December 31, 2021, the change in the actuarial gain was due to an increase in the discount rate and strong asset performance.
For the year ended December 31, 2020, the change in the actuarial loss was due to a decrease in the discount rate, new entrants to the plan, and salary changes, partially offset by demographic assumption changes.
−Removed: For the year ended December 31, 2019, the change in the actuarial loss was due to a decrease in the discount rate, partially offset by differences between actual activity and actuarial assumptions and demographic assumption changes.
The underfunded status of our Benefit Plans is recorded within Other liabilities on our consolidated balance sheets.
4 unchanged sentences
Gross amounts recognized in accumulated other comprehensive income (loss):
+Added: Net actuarial gain $ ( 704 ) $ ( 6,946 )
+Added: Total accumulated other comprehensive income $ ( 704 ) $ ( 6,946 )
Net actuarial gain (loss) $ ( 704 ) $ ( 6,946 )
____________________________________________________
−Removed: (1) As of December 31, 2020, we had no service costs recognized in accumulated other comprehensive income.
+Added: (1) For the year ended December 31, 2021, we recognized an immaterial amount of service costs in accumulated other comprehensive income.
PAR PACIFIC HOLDINGS, INC.
21 unchanged sentences
(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.
−Removed: The net periodic benefit cost for the years ended December 31, 2020, 2019, and 2018 includes the following components:
+Added: The net periodic benefit cost (credit) for the years ended December 31, 2021, 2020, and 2019 includes the following components:
2021 2020 2019
−Removed: Components of net periodic benefit cost:
+Added: Components of net periodic benefit cost (credit):
Service cost $ 1,140 $ 1,347 $ 910
3 unchanged sentences
Amortization of prior service cost — 1 3
−Removed: Net periodic benefit cost $ 843 $ 830 $ 397
+Added: Effect of curtailment ( 2,032 ) — —
+Added: Net periodic benefit cost (credit) $ ( 1,484 ) $ 843 $ 830
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, 2021, 2020, and 2019.
−Removed: The other components of net periodic benefit cost are included in Other income, net on our consolidated statement of operations for the years ended December 31, 2020, 2019, and 2018.
+Added: 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, 2021, 2020, and 2019.
PAR PACIFIC HOLDINGS, INC.
21 unchanged sentences
The pooled separate accounts are valued based upon the fair market value of the underlying investments and are deemed to be Level 2.
−Removed: We intend to contribute $ 0.2 million to the Wyoming Refining plan during 2021.
−Removed: We do no t intend to make any contributions to the U.S.
+Added: We do no t intend to make any contributions to the Wyoming Refining plan or U.S.
Oil plan during 2022.
2 unchanged sentences
Note 20— Income (Loss) Per Share
−Removed: 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 61 thousand shares during the year ended December 31, 2020 and 354 thousand shares during each of the years ended December 31, 2019 and 2018.
−Removed: The common stock warrants are included in the calculation of basic income (loss) per share because they were issuable for minimal consideration.
+Added: 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 61 thousand shares during the year ended December 31, 2020 and 354 thousand shares during the year ended December 31, 2019.
+Added: The common stock warrants are included in the calculation of basic income (loss) per share for the years ended December 31, 2020 and 2019 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.
25 unchanged sentences
(2) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts.
−Removed: We have utilized the basic shares outstanding to calculate both basic and diluted loss per common share for the year ended December 31, 2020.
+Added: We have utilized the basic shares outstanding to calculate both basic and diluted loss per common share for the years ended December 31, 2021 and 2020.
Note 21— Income Taxes
3 unchanged sentences
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.
+Added: For the year ended December 31, 2021, we recorded an income tax expense of $ 1.0 million primarily driven by foreign withholding taxes.
For the year ended December 31, 2020, we recorded an income tax benefit of $ 20.7 million primarily driven by an increase in our net operating loss carryforwards and the change in our indefinitely-lived goodwill due to the impairments.
5 unchanged sentences
Our amended and restated certificate of incorporation places restrictions upon the ability of certain equity interest holders to transfer their ownership interest in us.
−Removed: 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.
+Added: These restrictions are
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
+Added: designed to provide us with the maximum assurance that another ownership change does not occur that could adversely impact our NOL carryforwards.
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 December 31, 2021.
3 unchanged sentences
therefore, we expect to incur state tax liabilities in connection with our refining, logistics, and retail operations.
−Removed: The Tax Cuts and Jobs Act enacted in 2017 lowered the Federal corporate tax rate from 35% to 21% and made numerous other tax law changes.
−Removed: GAAP requires companies to recognize the effect of tax law changes in the period of enactment.
−Removed: During 2018, we recorded a benefit for the release of $ 0.7 million of our valuation allowance to offset future temporary differences associated with the interest expense carryforwards available under the Tax Cuts and Jobs Act.
We will continue to assess the realizability of our deferred tax assets based on consideration of actual operating results.
15 unchanged sentences
State income taxes, net of federal benefit — % 0.1 % ( 1.1 ) %
+Added: Foreign taxes ( 1.6 ) % — % — %
Change in valuation allowance related to current activity ( 20.1 ) % ( 14.0 ) % 227.1 %
19 unchanged sentences
Investment in Laramie Energy — 4,522
−Removed: Convertible notes — 2,285
−Removed: Intangible assets — 750
−Removed: Other — 4,904
Total deferred tax liabilities 66,256 72,972
9 unchanged sentences
(i) Refining, (ii) Logistics, (iii) Retail, and (iv) Corporate and Other.
−Removed: Commencing in the first quarter of 2018, the results of operations of Northwest Retail are included in our retail segment.
Commencing January 11, 2019, the results of operations of the Washington Acquisition are included in our refining and logistics segments.
6 unchanged sentences
Impairment expense 1,838 — — — 1,838
+Added: Loss (gain) on sale of assets, net ( 19,659 ) ( 19 ) ( 45,034 ) 15 ( 64,697 )
General and administrative expense (excluding depreciation) — — — 48,096 48,096
3 unchanged sentences
Debt extinguishment and commitment costs ( 8,144 )
−Removed: Other income, net 1,049
−Removed: Change in value of common stock warrants 4,270
−Removed: Equity losses from Laramie Energy, LLC ( 46,905 )
+Added: Gain on curtailment of pension obligation 2,032
+Added: Other expense, net ( 52 )
Loss before income taxes ( 80,276 )
−Removed: Income tax benefit 20,720
+Added: Income tax expense ( 1,021 )
Net loss $ ( 81,297 )
13 unchanged sentences
Depreciation, depletion, and amortization 53,930 21,899 10,692 3,515 90,036
+Added: Impairment expense 55,989 — 29,817 — 85,806
General and administrative expense (excluding depreciation) — — — 41,288 41,288
5 unchanged sentences
Change in value of common stock warrants 4,270
−Removed: Change in value of contingent consideration —
Equity losses from Laramie Energy, LLC ( 46,905 )
1 unchanged sentence
Income tax benefit 20,720
−Removed: Net income $ 40,809
+Added: Net loss $ ( 409,086 )
Total assets $ 1,478,603 $ 444,800 $ 193,365 $ 17,093 $ 2,133,861
20 unchanged sentences
Change in value of contingent consideration —
−Removed: Equity earnings from Laramie Energy, LLC 9,464
−Removed: Income before income taxes 39,760
−Removed: Income tax expense ( 333 )
+Added: Equity losses from Laramie Energy, LLC ( 89,751 )
+Added: Loss before income taxes ( 28,880 )
+Added: Income tax benefit 69,689
Net income $ 40,809
7 unchanged sentences
In June 2016, we issued $ 115 million in aggregate principal amount of our 5.00% Convertible Senior Notes in a private placement under Rule 144A in the Notes Offering.
−Removed: Please read Note 13—Debt for further discussion.
−Removed: Prior to the Notes Offering, we also entered into a backstop convertible note commitment letter with funds managed by Highbridge Capital Management, LLC (“Highbridge”) and funds managed on behalf of Whitebox Advisors, LLC (“Whitebox”) (collectively, the “Backstop Convertible Note Purchasers”), pursuant to which the Backstop Convertible Note Purchasers committed to purchase $ 100 million aggregate principal amount of senior unsecured convertible notes due 2021, which would be issued in a private offering pursuant to an exemption from the registration requirements of the Securities Act.
−Removed: The obligations of the Backstop Convertible Note Purchasers to purchase convertible notes automatically terminated upon the consummation of the Notes Offering, provided that each of the Back Up Convertible Note Purchasers and their respective affiliates were allocated the opportunity to purchase at least $ 32.5 million of the 5.00% Convertible Senior Notes offered in the Notes Offering.
Affiliates of Whitebox and Highbridge purchased an aggregate of $ 47.5 million and $ 40.4 million, respectively, principal amount of the 5.00% Convertible Senior Notes in the Notes Offering.
+Added: In June 2021, the remaining aggregate principal amount of the 5.00% Convertible Senior Notes were paid in full at maturity.
+Added: Please read Note 13—Debt for further discussion.
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.
−Removed: 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
+Added: 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.
+Added: 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.
+Added: In consideration of the services provided by EGI
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2021, 2020, and 2019
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: 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.
1 unchanged sentence
Note 24— Subsequent Events
−Removed: Washington Refinery Intermediation Agreement
−Removed: On February 11, 2021, we and MLC amended the Washington Refinery Intermediation Agreement and extended the term expiry date from June 30, 2021 to March 31, 2022.
−Removed: This amendment also revised certain other terms and conditions, including a revision to the interest rate of 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.
−Removed: The terms of the new agreement were not materially different from the prior agreement.
−Removed: Sale-Leaseback Transaction
−Removed: On February 11, 2021, PHL and Par Property LLC (collectively, the “Sellers”), both our wholly owned subsidiaries, entered into a Purchase Agreement and Escrow Instructions (the “Purchase Agreement”) with MDC Coast HI 1, LLC, a subsidiary of Realty Income Corporation (the “Buyer”), and Fidelity National Title Insurance Company (the “Escrow Agent”), pursuant to which the Sellers and Buyer agreed to consummate a sale-leaseback transaction (the “Sale-Leaseback Transaction”).
−Removed: 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 $ 116.1 million.
−Removed: 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 $ 109.4 million.
−Removed: We anticipate that during the first quarter there will be a separate closing for one additional property, as provided under the Purchase Agreement.
−Removed: We used approximately $ 51.7 million of the net cash proceeds to repay the Retail Property Term Loan and related interest rate swap and the PHL Term Loan which were related to certain of the Sale-Leaseback Properties.
−Removed: We expect to use the remaining net cash proceeds of $ 54.1 million for general corporate purposes.
−Removed: Upon the closing of the sale 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.
−Removed: The initial lease term may be extended for up to four five -year renewal terms in accordance with the terms of the Lease Agreement.
−Removed: 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.
−Removed: 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.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2020, 2019, and 2018
−Removed: Note 25— Quarterly Financial Data (Unaudited)
−Removed: Summarized quarterly data for the years ended December 31, 2020 and 2019 consisted of the following (in thousands, except per share amounts):
−Removed: Year Ended December 31, 2020
−Removed: Revenues $ 1,204,083 $ 515,301 $ 689,981 $ 715,505
−Removed: Operating income (loss) ( 181,173 ) ( 25,443 ) 2,750 ( 114,132 )
−Removed: Net loss ( 222,337 ) ( 40,560 ) ( 14,271 ) ( 131,918 )
−Removed: Net loss per share
−Removed: Basic $ ( 4.18 ) $ ( 0.76 ) $ ( 0.27 ) $ ( 2.47 )
−Removed: Diluted $ ( 4.18 ) $ ( 0.76 ) $ ( 0.27 ) $ ( 2.47 )
−Removed: Year Ended December 31, 2019
−Removed: Revenues $ 1,191,335 $ 1,409,409 $ 1,401,638 $ 1,399,134
−Removed: Operating income 21,423 48,621 18,405 59,531
−Removed: Net income (loss) 61,092 28,169 ( 83,891 ) 35,439
−Removed: Net income (loss) per share
−Removed: Basic $ 1.23 $ 0.56 $ ( 1.65 ) $ 0.68
−Removed: Diluted $ 1.14 $ 0.56 $ ( 1.65 ) $ 0.68
+Added: On February 2, 2022, Par Petroleum, LLC, PHL, Hermes Consolidated, LLC, and Wyoming Pipeline Company, LLC (collectively, the “ABL Borrowers”), entered into the Amended and Restated Loan and Security Agreement (as amended from time to time, the “ABL Loan Agreement”) dated as of February 2, 2022, with certain lenders and Bank of America, N.A., as administrative agent and collateral agent.
+Added: The ABL Loan Agreement increases the maximum principal amount of the ABL Revolver at any time outstanding to $ 105 million, subject to a borrowing base, including a sublimit of $ 15 million for swingline loans and a sublimit of $ 65 million for the issuance of standby or commercial letters of credit, and extends the maturity date of the ABL Revolver to February 2, 2025.
+Added: The ABL Loan Agreement also includes an accordion feature that would allow the ABL Borrowers to increase the size of the facility by up to $ 50 million in the aggregate, subject to certain limitations and conditions.
+Added: Under the ABL Loan Agreement, the outstanding principal amount of each revolving loan bears interest at a fluctuating rate per annum equal to (i) during the periods such revolving loan is a base rate loan, the base rate plus the applicable margin in effect from time to time, and (ii) during the periods such revolving loan is a Term SOFR Loan, at Term SOFR (as defined in the ABL Loan Agreement) for the applicable interest period plus the applicable margin in effect from time to time.
+Added: The base rate for any day is a per annum rate equal to the greater of (a) a rate as calculated per the agreement (the “Prime Rate”) for such day;
+Added: (b) 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 0.50 %;
+Added: or (c) Term SOFR for a one month interest period as of such day plus 1.0 %, subject to the interest rate floor set forth therein;
+Added: provided, that in no event shall the base rate be less than zero.
+Added: We also pay a de minimis fee for any undrawn amounts available under the ABL Revolver.
+Added: Under the ABL Loan Agreement, the applicable margins for the ABL Credit Facility and advances under the ABL Revolver are as specified below:
+Added: Level Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) Term SOFR Loans Base Rate Loans
+Added: 1 >50% 1.25 % 0.25 %
+Added: 2 >30% but ≤ 50%
+Added: 1.50 % 0.50 %
+Added: 1.75 % 0.75 %
+Added: The ABL Loan Agreement requires the ABL Borrowers to comply with certain customary affirmative, as well as certain negative covenants that, among other things, will restrict, subject to certain exceptions, the ability of the ABL Borrowers and their guarantors to incur indebtedness, grant liens, make investments, engage in acquisitions, mergers or consolidations and pay dividends and other restricted payments.
+Added: Upon the occurrence of a triggering event whereby availability is less than the greater of (i) $ 7.5 million and (ii) 12.5 % of the borrowing base, the ABL Borrowers are required to comply for at least 30 days with a minimum fixed charge coverage ratio of 1.00 to 1.00 measured monthly, with respect to (a) Par Petroleum, LLC and its consolidated subsidiaries, and (b) Par Petroleum, LLC and its consolidated subsidiaries, other than PHR, U.S.
+Added: Oil, and any other Future Intermediation Subsidiary (as defined in the ABL Loan Agreement).
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
31 unchanged sentences
Long-term debt, net of current maturities — —
−Removed: Common stock warrants — 8,206
Finance lease liabilities 17 77
22 unchanged sentences
Depreciation and amortization $ 2,452 $ 2,900 $ 2,969
+Added: Loss (gain) on sale of assets, net 15 — —
General and administrative expense (excluding depreciation) 12,435 11,097 20,017
10 unchanged sentences
Income (loss) before income taxes ( 81,271 ) ( 408,909 ) 41,144
−Removed: Income tax benefit (expense) ( 177 ) ( 335 ) 327
+Added: Income tax expense ( 26 ) ( 177 ) ( 335 )
Net income (loss) $ ( 81,297 ) $ ( 409,086 ) $ 40,809
26 unchanged sentences
Depreciation and amortization 2,452 2,900 2,969
+Added: Debt extinguishment and commitment costs — — 6,091
Non-cash interest expense 1,364 2,518 4,600
Change in value of common stock warrants — ( 4,270 ) 3,199
+Added: Loss (gain) on sale of assets, net 15 — —
Stock-based compensation 8,165 7,342 6,437
Equity in losses (income) of subsidiaries 63,649 394,197 ( 81,097 )
−Removed: Debt extinguishment and commitment costs — 6,091 —
Net changes in operating assets and liabilities:
+Added: Trade accounts receivable — — —
Prepaid and other assets 1,318 ( 4,253 ) 1,592
6 unchanged sentences
Due to (from) subsidiaries 29,752 5,768 ( 6,519 )
−Removed: Other investing activities 14 31 —
+Added: Proceeds from sale of assets — 14 31
Net cash provided by (used in) investing activities ( 27,247 ) 8,599 8,356
24 unchanged sentences
FORM 10-K SUMMARY
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange of Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 8, 2021.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange of Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 25, 2022.
PAR PACIFIC HOLDINGS, INC.
4 unchanged sentences
Chief Financial Officer
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on our behalf and in the capacities indicated and on March 8, 2021.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on our behalf and in the capacities indicated and on February 25, 2022.
Signature Title
17 unchanged sentences
/s/ WALTER A.
−Removed: /s/ JOSEPH ISRAEL Director
−Removed: Joseph Israel
/s/ KATHERINE HATCHER Director
Katherine Hatcher
+Added: /s/ ANTHONY CHASE Director
+Added: Anthony Chase
+Added: /s/ PHILIP DAVIDSON Director
+Added: Philip Davidson
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.