2 unchanged sentences
Disclosure controls and procedures are designed with the objective of ensuring that all information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (“Exchange Act”), such as this report, is recorded, processed, summarized, and reported within the time periods specified by the SEC.
−Removed: In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2022, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
−Removed: design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
+Added: In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2023, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of December 31, 2023.
+Added: As previously disclosed, we completed the Billings Acquisition on June 1, 2023 and, as permitted by SEC guidance for newly acquired businesses, we have elected to exclude the acquired business operations from the scope of design and operation of our disclosure controls, and procedures for the year ended December 31, 2023.
Changes in Internal Control over Financial Reporting
−Removed: There were no changes during the quarter ended December 31, 2022, in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other than those changes made in connection with the Billings Acquisition on June 1, 2023, there were no changes during the year ended December 31, 2023, in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: The Billings Acquisition accounted for approximately 20% of total assets as of December 31, 2023 and approximately 19% of revenues of the Company for the year ended on December 31, 2023.
+Added: We are currently in the process of integrating the Billings refinery operations, control processes and information systems into our systems and control environment and expect to include them in scope of design and operation of our internal control over financial reporting for the year ending December 31, 2024.
+Added: We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
8 unchanged sentences
Based on such assessment, the Company's management concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was effective based on those criteria.
+Added: As previously disclosed, we completed the Billings Acquisition on June 1, 2023, and, as permitted by SEC guidance for newly acquired businesses, we have elected to exclude the acquired business operations from the scope of design and operation of our disclosure controls, and procedures for the year ended December 31, 2023.
Deloitte & Touche LLP, the Company’s independent registered public accounting firm that audited the Company’s financial statements included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, which is included herein.
6 unchanged sentences
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, 2023, of the Company and our report dated February 29, 2024, expressed an unqualified opinion on those financial statements.
+Added: As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the Billings Acquisition, which was acquired on June 1, 2023, and whose financial statements constitute 20 % and 19 % of total assets and revenue, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2023.
+Added: Accordingly, our audit did not include the internal control over financial reporting at the Billings Acquisition.
Basis for Opinion
18 unchanged sentences
OTHER INFORMATION
+Added: Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
+Added: During the fiscal quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 105-1 trading arrangements as each term is defined in Item 408(a) of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
42 unchanged sentences
Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 21, 2022.
+Added: 2.12 First Amendment to Equity and Asset Purchase Agreement dated as of June 1, 2023, by and among Exxon Mobil Corporation, ExxonMobil Oil Corporation and ExxonMobil Pipeline Company, LLC, as sellers, and Par Montana, LLC, Par Montana Holdings, LLC, and Par Rocky Mountain Midstream, LLC, as purchaser entities, and solely for the limited purposes set forth therein, Par Pacific Holdings, Inc.
+Added: Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023.
3.1 Restated Certificate of Incorporation of the Company dated October 20, 2015.
10 unchanged sentences
Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 13, 2015.
−Removed: 4.5 Indenture, dated June 21, 2016, between Par Pacific Holdings, Inc.
−Removed: and Wilmington Trust, National Association, as Trustee.
−Removed: Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 22, 2016.
−Removed: 4.6 Indenture, dated December 21, 2017, among Par Petroleum, LLC, Par Petroleum Finance Corp., the Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee and Collateral Trustee.
−Removed: Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 22, 2017.
−Removed: 4.7 First Supplemental Indenture, dated November 20, 2018, among Par Petroleum, LLC, Par Petroleum Finance Corp., the Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee.
−Removed: Incorporated by reference to Exhibit 4.21 to the Company’s registration statement on Form S-3 filed on December 21, 2018.
−Removed: 4.8 Second Supplemental Indenture, dated January 11, 2019, among Par Tacoma, LLC (f/k/a TrailStone NA Asset Finance I, LLC), U.S.
−Removed: Oil & Refining Co., McChord Pipeline Co., Par Petroleum, LLC, Par Petroleum Finance Corp., Par Pacific Holdings, Inc., the other guarantors party thereto, and Wilmington Trust, National Association.
−Removed: Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 14, 2019.
−Removed: 4.9 Third Supplemental Indenture, dated August 15, 2019, among Par Hawaii, LLC (successor by conversion to Par Hawaii, Inc.), Par Petroleum, LLC, Par Petroleum Finance Corp., Par Pacific Holdings, Inc., the other guarantors party thereto, and Wilmington Trust, National Association.
−Removed: Incorporated by reference to Exhibit 4.23 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2020.
−Removed: 4.10 Fourth Supplemental Indenture, dated as of November 16, 2022, among Par Montana, LLC, Par Petroleum, LLC, Par Petroleum Finance Corp., Par Pacific Holdings, Inc., the other guarantors party thereto, and Wilmington Trust, National Association.*
−Removed: 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.
−Removed: Incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed on June 8, 2020.
−Removed: 4.12 First Supplemental Indenture, dated as of November 16, 2022, among Par Montana, LLC, Par Petroleum, LLC, Par Petroleum Finance Corp., Par Pacific Holdings, Inc., the other guarantors party thereto, and Wilmington Trust, National Association.*
4.5 Description of Registrant’s Securities.
+Added: Incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K filed on February 27, 2023.
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: 10.2 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.
−Removed: Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 7, 2012.
10.2 Par Pacific Holdings, Inc.
9 unchanged sentences
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 19, 2012.****
−Removed: 10.7 Letter Agreement dated as of September 17, 2013 but effective as of January 1, 2013, by and between Equity Group Investments and the Company.
−Removed: Incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2013.
−Removed: 10.8 Environmental Agreement dated as of September 25, 2013, by and among Tesoro Corporation, Tesoro Hawaii, LLC, and Hawaii Pacific Energy, LLC.
−Removed: Incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2013.
10.6 Employment Offer Letter with William Monteleone dated September 25, 2013.
1 unchanged sentence
3 to Annual Report on Form 10-K/A filed on July 2, 2014.****
−Removed: 10.10 Employment Offer Letter with Jim Yates dated March 10, 2015.
−Removed: Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2016.****
−Removed: 10.11 Initial Award with Jim Yates dated May 8, 2015.
−Removed: Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2016.****
10.7 Form of Award of Restricted Stock (Discretionary Long Term Incentive Plan).
Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on March 2, 2020.****
−Removed: 10.13 Form of Award of Restricted Stock Units (Discretionary Long Term Incentive Plan).
−Removed: Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 2, 2015.****
+Added: 10.8 Form of Award of Performance Restricted Stock Units.
10.9 Form of Nonstatutory Stock Option Agreement (Discretionary Long Term Incentive Plan).
+Added: Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed on February 27, 2023.
10.10 Par Petroleum (and subsidiaries) Incentive Compensation Plan.
12 unchanged sentences
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 14, 2015.****
−Removed: 10.20 Employment Assignment Letter with Jim Yates dated August 5, 2022.
−Removed: Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 3, 2022.
10.15 Employment Offer Letter with Richard Creamer dated March 29, 2022.
1 unchanged sentence
10.16 Employment Offer Letter with Eric Wright dated January 17, 2017.
−Removed: Incorporated by reference to Exhibit 10.
−Removed: 5 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022.
+Added: Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022.
10.17 Employment Offer Letter with Shawn Flores dated December 13, 2022.
+Added: Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on February 27, 2023.
10.18 Par Pacific Holdings, Inc.
4 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: 10.26 Par Pacific Holdings, Inc.
−Removed: Severance Plan for Senior Officers, dated as of March 7, 2017.
10.20 Amendment #1 to the Par Pacific Holdings, Inc.
Severance Plan for Senior Officers, dated as of May 1, 2017.*****
+Added: 10.21 Amendment #2 to the Par Pacific Holdings, Inc.
+Added: Severance Plan for Senior Officers, dated as of May 23, 2022.
Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 25, 2022.
3 unchanged sentences
Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018.
−Removed: 10.30 Term Loan and Guaranty Agreement, dated as of January 11, 2019, among Par Petroleum, LLC, Par Petroleum Finance Corp., the guarantors party thereto, Par Pacific Holdings, Inc.
−Removed: solely for the limited purposes set forth therein, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 14, 2019.
−Removed: 10.31 Collateral Trust and Intercreditor Agreement, dated as of December 21, 2017, among Par Petroleum, LLC, Par Petroleum Finance Corp., the guarantors from time to time party thereto, Wilmington Trust, National Association, as indenture trustee and as collateral trustee, J.
−Removed: Aron & Company LLC, and Goldman Sachs Bank USA.
−Removed: Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 14, 2019.
−Removed: 10.32 Conformed Copy of First Lien ISDA Master Agreement dated as of January 11, 2019, between Merrill Lynch Commodities, Inc.
−Removed: Oil & Refining Co.
−Removed: Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 14, 2019.
−Removed: 10.33 Ninth Amendment to First Lien ISDA 2002 Master Agreement entered into as of November 1, 2019 by and between U.S.
−Removed: Oil & Refining Co.
−Removed: 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 November 4, 2019.
−Removed: 10.34 Eighteenth Amendment to First Lien ISDA 2002 Master Agreement entered into as of December 17, 2021 by and between U.S.
−Removed: Oil & Refining Co.
−Removed: 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 December 20, 2021
−Removed: 10.35 Nineteenth Amendment to First Lien ISDA 2002 Master Agreement entered into as of February 24, 2022 by and between U.S.
−Removed: Oil & Refining Co.
−Removed: and Merrill Lynch Commodities, Inc.
−Removed: Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed on February 25, 2022.
10.24 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: 10.37 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.
−Removed: Incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed on March 8, 2021.
−Removed: 10.38 Amendment No.
−Removed: 1 and Assumption Agreement to Pledge and Security Agreement dated as of August 1 5 , 2019, among Par Petroleum, LLC, and the other grantors party thereto and Wilmington Trust, National Association, as collateral trustee.
−Removed: Incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed on February 25, 2022.
−Removed: 10.39 Amendment No.
−Removed: 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.
−Removed: Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed on February 25, 2022.
−Removed: 10.40 Amendment No.
−Removed: 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.
−Removed: Incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed on February 25, 2022.
−Removed: 10.41 Amendment No.
−Removed: 4 and Assumption Agreement to Pledge and Security Agreement dated as of March 23, 2022, among Par Petroleum, LLC, and the other grantors party thereto and Wilmington Trust, National Association, as collateral trustee.*
−Removed: 10.42 Assumption Agreement to Pledge and Security Agreement, dated as of November 16, 2022, made by and among Par Petroleum, LLC, Par Petroleum Finance Corp.
−Removed: and Par Montana, LLC, in favor of Wilmington Trust, National Association, as collateral trustee.*
10.25 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 Insurance Company.
2 unchanged sentences
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.
−Removed: 10.45 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.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 4, 2022.
−Removed: 10.46 First Amendment to Amended and Restated Loan and Security Agreement dated as of February 14, 2023, 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.*
−Removed: 10.47 Increase Agreement and Amendment dated as of March 30, 2022, among Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Pacific Holdings, Inc., the guarantors party thereto, the incremental lender party thereto, the other lenders 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 April 1, 2022.
−Removed: 10.48 Thirteenth Amendment to First Lien ISDA 2002 Master Agreement entered into as of February 11, 2021, by and between U.S.
−Removed: Oil & Refining Co.
−Removed: and Merrill Lynch Commodities, Inc.
−Removed: 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.
10.27 Second Amended and Restated Pledge and Security Agreement dated June 1, 2021 in favor of J.
15 unchanged sentences
Aron & Company LLC.
−Removed: 10.55 Twentieth Amendment to First Lien ISDA 2002 Master Agreement entered into as of March 9 , 202 2 by and between U.S.
−Removed: Oil & Refining Co.
−Removed: and Merrill Lynch Commodities, Inc.
+Added: Incorporated by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K filed on February 27, 2023.
+Added: 10.33 Term Loan Credit Agreement, dated as of February 28, 2023, by and among Par Pacific Holdings, Inc., as Holdings, Par Petroleum, LLC and Par Petroleum Finance Corp., as the Borrowers, Wells Fargo Bank, National Association, as Administrative Agent and the lenders that are parties thereto, as the Lenders.
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 1, 2023.
−Removed: 10.56 Twenty first Amendment to First Lien ISDA 2002 Master Agreement entered into as of March 25, 2022 by and between U.S.
−Removed: Oil & Refining Co.
−Removed: and Merrill Lynch Commodities, Inc.
−Removed: Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022.
−Removed: 10.57 Twenty second Amendment to First Lien ISDA 2002 Master Agreement entered into as of April 21, 2022 by and between U.S.
−Removed: Oil & Refining Co.
−Removed: and Merrill Lynch Commodities, Inc.
−Removed: Incorporated by reference to Exhibit 10.
−Removed: 4 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2022.
−Removed: 10.58 Twenty third Amendment to First Lien ISDA 2002 Master Agreement entered into as of May 9, 2022 by and between U.S.
−Removed: Oil & Refining Co.
−Removed: and Merrill Lynch Commodities, Inc.
−Removed: Incorporated by reference to Exhibit 10.
−Removed: 5 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2022.
−Removed: 10.59 Twenty fourth Amendment to First Lien ISDA 2002 Master Agreement entered into as of May 17, 2022 by and between U.S.
−Removed: Oil & Refining Co.
−Removed: and Merrill Lynch Commodities, Inc.
−Removed: Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2022.
−Removed: 10.60 Twenty fifth Amendment to First Lien ISDA 2002 Master Agreement entered into as of June 28, 2022 by and between U.S.
−Removed: Oil & Refining Co.
−Removed: and Merrill Lynch Commodities, Inc.
−Removed: Incorporated by reference to Exhibit 10.
−Removed: 7 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2022.
−Removed: 10.61 Twenty sixth Amendment to First Lien ISDA 2002 Master Agreement entered into as of August 11, 2022 by and between U.S.
−Removed: Oil & Refining Co.
−Removed: and Merrill Lynch Commodities, Inc.
+Added: 10.34 Asset-Based Revolving Credit Agreement, dated as of April 26, 2023, by and among Par Pacific Holdings, Inc., as Holdings, Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC and Par Rocky Mountain Midstream, LLC, as Borrowers, Wells Fargo Bank, National Association, as Agent, Issuing Bank, and Swing Lender, the lenders party thereto, as the Lenders, and the other issuing banks party thereto, as Issuing Banks, and Wells Fargo Bank, National Association, Bank of America, N.A., Goldman Sachs Bank USA, MUFG Bank, LTD and Fifth Third Bank, National Association, as Joint Lead Arrangers and Joint Bookrunners.
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2, 2023.
+Added: 10.35 First Amendment to Asset-Based Revolving Credit Agreement, dated as of May 30, 2023, by and among Par Pacific Holdings, Inc., as Holdings, Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC and Par Rocky Mountain Midstream, LLC, as Borrowers, Wells Fargo Bank, National Association, as Agent, Issuing Bank, and Swing Lender, the lenders party thereto, as the Lenders, and the other issuing banks party thereto, as Issuing Banks, and Wells Fargo Bank, National Association, Bank of America, N.A., Goldman Sachs Bank USA, MUFG Bank, LTD and Fifth Third Bank, National Association, as Joint Lead Arrangers and Joint Bookrunners.
+Added: Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023.
+Added: 10.36 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of June 21, 2023, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J.
+Added: Aron & Company LLC.
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 26, 2023.
+Added: 10.37 Uncommitted Credit Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining, LLC, as borrower, each of the lenders and letter of credit issuers listed on the signature pages thereof, MUFG Bank, Ltd., as administrative agent for the lenders, sub-collateral agent, as joint lead arranger and sole bookrunner, Macquarie Bank Limited, as joint lead arranger, and U.S.
+Added: Bank Trust Company, National Association, solely in its capacity as collateral agent.
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 1 , 2023.
−Removed: 10.62 Twenty seventh Amendment to First Lien ISDA 2002 Master Agreement entered into as of November 2, 2022 by and between U.S.
−Removed: Oil & Refining Co.
−Removed: 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 November 7, 2022.
−Removed: 10.63 Twenty eighth Amendment to First Lien ISDA 2002 Master Agreement entered into as of January 3, 2023 by and between U.S.
−Removed: Oil & Refining Co.
−Removed: and Merrill Lynch Commodities, Inc.*
−Removed: 10.64 Twenty ninth Amendment to First Lien ISDA 2002 Master Agreement entered into as of January 25, 2023 by and between U.S.
−Removed: Oil & Refining Co.
−Removed: and Merrill Lynch Commodities, Inc.*
+Added: 10.38 Parent Guaranty, dated as of July 26, 2023, made by Par Petroleum, LLC, as guarantor.
+Added: Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 1, 2023.
+Added: 10.39 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J.
+Added: Aron & Company LLC.
+Added: Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 1, 2023.
+Added: 10.40 Third Amended and Restated Pledge and Security Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining, LLC, J.
+Added: Aron & Company LLC, MUFG Bank, Ltd., and U.S.
+Added: Bank Trust Company, National Association, as collateral agent.
+Added: Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 1, 2023.
+Added: 10.41 Collateral Agency and Intermediation Rights Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining, LLC, MUFG Bank, Ltd., J.
+Added: Aron & Company LLC, and U.S.
+Added: Bank Trust Company, National Association, as collateral agent.
+Added: Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 1, 2023.
+Added: 10.42 Second Amendment to Asset-Based Revolving Credit Agreement and Joinder Agreement dated October 4, 2023, among Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC, Par Rocky Mountain Midstream, LLC, U.S.
+Added: Oil & Refining Co., the Company, the other loan parties party thereto, Wells Fargo Bank, National Association, and the incremental lenders and lenders party thereto.
+Added: Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 10, 2023.
+Added: 10.43 Limited Consent to Uncommitted Credit Agreement effective as of October 4, 2023, among Par Hawaii Refining, LLC, Par Petroleum, LLC, the lenders party thereto, MUFG Bank, Ltd., and U.S.
+Added: Bank Trust Company, National Association, solely in its capacity as the collateral agent.
+Added: Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 10, 2023.
+Added: 10.44 Employment Assignment Letter with Jeffrey R.
+Added: Hollis dated December 15, 2022.* ****
14.1 Par Pacific Holdings, Inc.
9 unchanged sentences
Section 1350.***
+Added: 97.1 Par Pacific Holdings, Inc.
+Added: Policy for the Recovery of Erroneously Awarded Compensation, effective October 24, 2023.*****
101.INS Inline XBRL Instance Document the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.*
29 unchanged sentences
We have audited the accompanying consolidated balance sheets of Par Pacific Holdings, Inc.
−Removed: and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, cash flows and changes in stakeholder's equity for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").
+Added: and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
11 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: 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.
−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 matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Goodwill – Certain Reporting Units — Refer to Notes 2 and 10 to the financial statements
+Added: Critical Audit Matters
+Added: 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.
+Added: 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: Acquisitions – Billings Acquisition Valuation and Purchase Price Allocation – Refer to Note 5 to the financial statements
Critical Audit Matter Description
−Removed: The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.
−Removed: 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.
−Removed: The determination of the fair value using the market approach requires management to make significant assumptions related to valuation multiples.
−Removed: 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: goodwill balance was $129.3 million as of December 31, 2022.
−Removed: No impairment loss was recorded during the year ended December 31, 2022.
−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 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: On June 1, 2023, the Company completed the acquisition of (i) the high-conversion, complex refinery located in Billings, Montana and certain associated distribution and logistics assets, (ii) a 65% limited partnership equity interest in Yellowstone Energy Limited Partnership, and (iii) a 40% equity interest in Yellowstone Pipeline Company (collectively, the “Billings Acquisition”) for a total purchase price of $625.4 million, including working capital.
+Added: The Company accounted for the Billings Acquisition as a business combination.
+Added: Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of
+Added: Of the total purchase price, $259.1 million was allocated to property, plant and equipment.
+Added: The valuation of property, plant, and equipment was determined based on the cost approach for refining process units, tanks, pipelines, and equipment and the market approach for land.
+Added: We identified the valuation of property, plant and equipment related to the Billings Acquisition as a critical audit matter because of the significant estimates and assumptions made by management to determine the fair value of certain assets acquired and liabilities assumed.
+Added: This required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value specialists, when performing audit procedures to determine the fair value of acquired refining process units, tanks, pipelines, and equipment under the cost approach, including estimating cost to acquire or construct comparable assets adjusted for the remaining useful lives, and land under the market approach.
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.
+Added: Our audit procedures related to the fair value of assets acquired and liabilities assumed for the Billings Acquisition included the following, among others:
+Added: • We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the assumptions used in the cost approach for refining process units, tanks, pipelines and equipment, including estimating the cost to acquire or construct comparable assets adjusted for remaining useful lives, the assumptions used in the market approach for land and their review of the work of third-party specialists.
+Added: • With the assistance of our fair value specialists
+Added: ◦ We evaluated the appropriateness of selected valuation methodologies;
+Added: ◦ We evaluated the cost to acquire or construct comparable assets for the cost approach for refining process units, tanks, pipelines, and equipment, including comparing such estimates to source information;
+Added: ◦ We tested the underlying source information used for the market approach for land.
+Added: • We considered any events or transactions occurring after the Billings Acquisition date that may indicate a different valuation for the assets acquired and liabilities assumed.
+Added: Summary of Significant Accounting Policies – Management Projections Used in Goodwill and Deferred Taxes Valuation Allowance Analyses – Refer to Notes 2, 11 and 22 to the financial statements
+Added: Critical Audit Matter Description
+Added: Management of the Company prepares and uses projected operational results (“Management’s Projections”) for various accounting analysis and considerations, including the annual goodwill impairment test of certain reporting units and the determination of any valuation allowance against deferred tax assets.
+Added: The development of Management’s Projections involves management making significant judgments and assumptions in estimating future cash flows, including assumptions related to future gross margins, operating expenses and levels of sustaining capital expenditures.
+Added: Given that the development of Management’s Projections require management to make significant estimates related to assumptions, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to Management’s Projections included the following, among others:
+Added: • We evaluated the effectiveness of controls over the determination of Management’s Projections, including management’s controls over the determination of the underlying projections of future gross margins, operating expenses, and levels of sustaining capital expenditures.
• 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 forecasts by comparing the forecasts to:
−Removed: • Historical financial results.
−Removed: • Internal communications to management and the Board of Directors.
−Removed: • 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 management’s forecasts from the measurement date to December 31, 2022.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates, long-term growth rates, and valuation multiples by:
−Removed: • Testing the source information underlying the determination of the discount rate, long-term growth rates, and valuation multiples and the mathematical accuracy of the calculations.
−Removed: • Developing a range of independent estimates and comparing those to the discount rates, long-term growth rates, and valuation multiples selected by management.
+Added: • We evaluated the reasonableness of Management’s Projections by
+Added: ◦ Comparing the projections to historical financial results;
+Added: ◦ Comparing the projections to internal communications between management and the Board of Directors;
+Added: ◦ Comparing trends in the projections to analyst and Industry reports for the Company and certain of its peer companies
+Added: • We evaluated the impact of changes in Management’s Projections from the projection date to December 31, 2023.
/s/ Deloitte & Touche LLP
22 unchanged sentences
Operating lease right-of-use (“ROU”) assets 346,454 350,761
+Added: Refining and logistics equity investments 87,486 —
+Added: Investment in Laramie Energy, LLC 14,279 —
Intangible assets, net 10,918 13,577
24 unchanged sentences
Additional paid-in capital 860,797 836,491
−Removed: Accumulated deficit ( 200,687 ) ( 559,117 )
−Removed: Accumulated other comprehensive income (loss) 8,129 2,502
+Added: Accumulated earnings (deficit) 465,856 ( 200,687 )
+Added: Accumulated other comprehensive income 8,174 8,129
Total stockholders’ equity 1,335,424 644,537
13 unchanged sentences
Impairment expense — — 1,838
−Removed: Gain on sale of assets, net ( 169 ) ( 64,697 ) —
General and administrative expense (excluding depreciation) 91,447 62,396 48,096
+Added: Equity earnings from refining and logistics investments ( 11,844 ) — —
Acquisition and integration costs 17,482 3,663 87
+Added: Par West redevelopment and other costs 11,397 9,003 9,591
+Added: Gain on sale of assets, net ( 59 ) ( 169 ) ( 64,697 )
Total operating expenses 7,551,949 6,883,882 4,717,708
5 unchanged sentences
Other income (expense), net ( 53 ) 613 ( 52 )
−Removed: Change in value of common stock warrants — — 4,270
−Removed: Equity losses from Laramie Energy, LLC — — ( 46,905 )
+Added: Equity earnings from Laramie Energy, LLC 24,985 — —
Total other expense, net ( 66,700 ) ( 73,004 ) ( 72,657 )
16 unchanged sentences
Net income (loss) $ 728,642 $ 364,189 $ ( 81,297 )
−Removed: Other comprehensive income (loss):
−Removed: Other post-retirement benefits income (loss), net of tax 5,627 6,244 ( 4,324 )
−Removed: Total other comprehensive income (loss), net of tax 5,627 6,244 ( 4,324 )
+Added: Other comprehensive income:
+Added: Other post-retirement benefits income, net of tax 45 5,627 6,244
+Added: Total other comprehensive income, net of tax 45 5,627 6,244
Comprehensive income (loss) $ 728,687 $ 369,816 $ ( 75,053 )
14 unchanged sentences
Non-cash lower of cost and net realizable value adjustment — ( 463 ) ( 10,132 )
−Removed: Change in value of common stock warrants — — ( 4,270 )
Deferred taxes ( 126,267 ) 274 ( 260 )
2 unchanged sentences
Unrealized (gain) loss on derivative contracts ( 49,689 ) 9,336 ( 1,393 )
−Removed: Equity losses from Laramie Energy, LLC — — 46,905
+Added: Equity earnings from Laramie Energy, LLC ( 24,985 ) — —
+Added: Equity earnings from refining and logistics investments ( 11,844 ) — —
+Added: Dividends received from refining and logistics investments 4,328 — —
Net changes in operating assets and liabilities:
10 unchanged sentences
Proceeds from sale of assets 1,322 1,263 104,161
+Added: Return of capital from Laramie Energy, LLC 10,706 — —
+Added: Return of capital from refining and logistics investments 6,630 — —
Net cash provided by (used in) investing activities ( 659,039 ) ( 87,308 ) 74,628
4 unchanged sentences
Net borrowings (repayments) on deferred payment arrangements and receivable advances ( 95,985 ) 80,681 61,098
+Added: Payment of deferred loan costs ( 14,371 ) — —
Purchase of common stock for retirement ( 67,821 ) ( 7,834 ) ( 2,145 )
−Removed: Payments for debt extinguishment and commitment costs ( 3,483 ) ( 5,618 ) —
+Added: Exercise of stock options 17,129 6,444 58
+Added: Payments for termination of inventory financing agreements ( 112,594 ) — —
+Added: Payments for debt extinguishment and commitment costs and termination of inventory financing agreements ( 8,742 ) ( 3,483 ) ( 5,618 )
Other financing activities, net 1,646 ( 412 ) 862
9 unchanged sentences
Accrued capital expenditures $ 13,241 $ 5,418 $ 8,177
−Removed: Value of warrants reclassified to equity — — 3,936
ROU assets obtained in exchange for new finance lease liabilities 7,896 594 1,936
ROU assets obtained in exchange for new operating lease liabilities 72,219 64,567 97,011
−Removed: ROU assets terminated in exchange for release from finance lease liabilities — — —
ROU assets terminated in exchange for release from operating lease liabilities 1,439 32,902 6,847
8 unchanged sentences
Balance, January 1, 2021 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
Issuance of common stock for employee stock purchase plan 85 1 1,420 — — 1,421
−Removed: Exercise of common stock warrants 351 3 3,933 3,936
Stock-based compensation 443 4 7,948 — — 7,952
Purchase of common stock for retirement ( 123 ) ( 1 ) ( 1,352 ) ( 792 ) — ( 2,145 )
−Removed: Other comprehensive loss — — — — ( 4,324 ) ( 4,324 )
+Added: Exercise of stock options 4 — 58 — — 58
+Added: Other comprehensive income — — — — 6,244 6,244
Net loss — — — ( 81,297 ) — ( 81,297 )
Balance, December 31, 2021 60,162 602 821,713 ( 559,117 ) 2,502 265,700
−Removed: Common stock offering, net of issuance costs 5,750 58 87,135 — — 87,193
Issuance of common stock for employee stock purchase plan 67 — 1,244 — — 1,244
3 unchanged sentences
Other comprehensive income — — — — 5,627 5,627
−Removed: Net loss — — — ( 81,297 ) — ( 81,297 )
+Added: Net income — — — 364,189 — 364,189
Balance, December 31, 2022 60,471 604 836,491 ( 200,687 ) 8,129 644,537
13 unchanged sentences
Par Pacific Holdings, Inc.
−Removed: 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, niche markets.
+Added: and its wholly owned subsidiaries (“Par” or the “Company”) provide both renewable and conventional fuels to the western United States.
Currently, we operate in three primary business segments:
−Removed: 1) Refining - We own and operate three refineries.
−Removed: 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.
−Removed: Our refinery in Newcastle, Wyoming, produces gasoline, jet fuel, ULSD, and other associated refined products that are primarily marketed in Wyoming and South Dakota.
−Removed: Our refinery in Tacoma, Washington, produces gasoline, jet fuel, ULSD, asphalt, and other associated refined products primarily marketed in the Pacific Northwest.
−Removed: 2) Retail - We operate retail outlets in Hawaii, Washington, and Idaho.
−Removed: Our fuel retail outlets in Hawaii sell gasoline and diesel throughout the islands of Oahu, Maui, Hawaii, and Kauai.
−Removed: We operate convenience stores under our proprietary “nomnom” brand that sell merchandise such as soft drinks, prepared foods, and other sundries.
−Removed: Our Hawaii retail network includes our proprietary Hele (the Hawaiian word for movement or “let’s go”) fuel brand 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.
−Removed: In 2023, we plan to unite all our company operated convenience stores under our Hele brand.
−Removed: Our cardlock locations on Kauai are branded Kauai Automated Fuels (“KAF”).
−Removed: We operate convenience stores at our retail fuel outlets in Washington and Idaho.
−Removed: 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.
−Removed: As of December 31, 2022, 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.
−Removed: As these stores were rebranded, we began self-supplying the fuel with equity barrels and/or unbranded fuels procured in the open market.
+Added: 1) Refining - We own and operate four refineries.
+Added: Our refineries in Kapolei, Hawaii, Newcastle, Wyoming, Tacoma, Washington, and Billings, Montana, convert crude oil into gasoline, distillate, asphalt and other products to serve the state of Hawaii and areas ranging from Washington state to the Dakotas and Wyoming.
+Added: 2) Retail - We operate fuel retail outlets in Hawaii, Washington, and Idaho.
+Added: We operate convenience stores and fuel retail sites under our “Hele” and “nomnom” brands, “76” branded fuel retail sites and other sites operated by third parties that sell gasoline, diesel, and retail merchandise such as soft drinks, prepared foods, and other sundries.
+Added: We also operate unattended cardlock stations.
3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions.
−Removed: 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.
−Removed: We lease marine vessels for the movement of petroleum, refined products, and ethanol between the U.S.
−Removed: West Coast and Hawaii.
−Removed: We own and operate a crude oil pipeline gathering system, a refined products pipeline, storage facilities, and loading racks in Wyoming and a jet fuel storage facility and pipeline that serve Ellsworth Air Force Base in South Dakota.
−Removed: We own and operate logistics assets in Washington, including a marine terminal, a unit train-capable rail loading terminal, storage facilities, a truck rack, and a proprietary pipeline that serves Joint Base Lewis McChord.
+Added: This network includes a single point mooring (“SPM”) in Hawaii, a unit train-capable rail loading terminal in Washington, and other terminals, pipelines, trucking operations, marine vessels, storage facilities, loading and truck racks, and rail facilities for the movement of petroleum, refined products, and ethanol in and among the Hawaiian islands, between the U.S.
+Added: West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming.
As of December 31, 2023, we owned a 46 % equity investment in Laramie Energy, LLC (“Laramie Energy”).
Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.
+Added: As of December 31, 2023, through the Billings Acquisition (as defined in Note 5—Acquisitions), we own a 65 % and a 40 % equity investment in Yellowstone Energy Limited Partnership, (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively.
Our Corporate and Other reportable segment primarily includes general and administrative costs.
4 unchanged sentences
All intercompany balances and transactions have been eliminated in consolidation.
−Removed: Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
+Added: Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation, including Par West redevelopment and other costs, previously included in Operating expenses (excluding depreciation) in the Consolidated Statements of Operations and now reflected as a separate financial statement line item, and the presentation of deferred tax assets and liabilities associated with right-of-use liabilities (“ROU liabilities”) and right-of-use assets (“ROU assets”), respectively, previously presented on a net basis are now presented on a gross basis in Note 22—Income Taxes.
Use of Estimates
5 unchanged sentences
The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
Restricted Cash
20 unchanged sentences
Aron on our behalf as inventory with a corresponding obligation on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and we are obligated to repurchase the inventory.
−Removed: We are party to an intermediation arrangement (the “Washington Refinery Intermediation Agreement”) with Merrill Lynch Commodities, Inc.
+Added: Additionally, certain of the crude oil utilized at the Hawaii refinery is also financed by the LC Facility as described in Note 12—Inventory Financing Agreements.
+Added: We also finance certain inventories at our other refineries through our ABL Credit Facility;
+Added: please read Note 14—Debt for further information.
+Added: We were party to an intermediation arrangement (the “Washington Refinery Intermediation Agreement”) with Merrill Lynch Commodities, Inc.
(“MLC”) as described in Note 12—Inventory Financing Agreements.
2 unchanged sentences
and certain affiliated entities (collectively, “U.S.
−Removed: Oil”) purchases crude oil supplied from third-party suppliers and MLC provides credit support for certain crude oil purchases.
−Removed: 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 these inventories, exclusively to MLC.
+Added: Oil”) purchased crude oil supplied from third-party suppliers and MLC provided credit support for certain crude oil purchases.
+Added: MLC’s credit support consisted of either providing a payment guaranty, causing the issuance of a letter of credit from a third-party issuing bank, or purchasing crude oil directly from third parties on our behalf.
+Added: Oil held title to all crude oil and refined products inventories at all times and pledged such inventories, together with all receivables arising from the sales of these inventories, exclusively to MLC.
+Added: On October 4, 2023, we terminated the Washington Refinery Intermediation Agreement;
+Added: please read Note 12—Inventory Financing Agreements for further information.
We enter into refined product and crude oil exchange agreements with other oil companies.
1 unchanged sentence
Environmental Credits and Obligations
−Removed: 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 NRV as of the end of the reporting period.
−Removed: 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.
−Removed: Our renewable volume obligation and other environmental credit obligations to comply with the
+Added: Inventories also include Renewable Identification Numbers (“RINs”) and other environmental credits.
+Added: Our environmental credit assets, which include RINs and other environmental credits are purchased through the open market, State of Washington auctions, or obtained by purchasing biofuels.
+Added: These biofuels are later blended into our refined fuels and other credits generated as part of our refining process which are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and NRV as of the end of the reporting period.
+Added: Our renewable volume obligation and other environmental credit obligations to comply with the U.S.
+Added: Environmental Protection Agency (“EPA”) regulations (as discussed in Note 18—Commitments and Contingencies) are presented in Other accrued liabilities on our consolidated balance sheets and were historically measured at fair value as of the end of the reporting period.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
−Removed: Environmental Protection Agency (“EPA”) regulations (as discussed in Note 17—Commitments and Contingencies) are presented in Other accrued liabilities on our consolidated balance sheets and measured at fair value as of the end of the reporting period.
+Added: During the quarter ended December 31, 2023, we had a change in estimate in our valuation of our gross environmental credit obligations due to the settlement of all outstanding prior period environmental credit obligations (obligations associated with pre-2023 activities) and our prospective plan to use our RIN assets to settle future environmental obligations.
+Added: Beginning in the fourth quarter of 2023, the portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits.
+Added: The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period.
+Added: Under the previous valuation technique, our liability would have been $ 295.9 million as of December 31, 2023, and net income would have been lower with $ 9.0 million for the year ended December 31, 2023.
+Added: Please read Note 16—Fair Value Measurements for further information.
The net cost of environmental credits is recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations.
Investment in Laramie Energy, LLC
−Removed: 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 losses from Laramie Energy, LLC in the consolidated statements of operations.
−Removed: 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.
+Added: Effective February 21, 2023, we accounted for our Investment in Laramie Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies.
+Added: Our proportionate share of the net income (loss) of this entity was included in Equity earnings from Laramie Energy, LLC in the consolidated statements of operations.
+Added: Prior to February 21, 2023, we did not apply the equity method of accounting for our investment in Laramie Energy because the book value of such investment had been reduced to zero.
The investment is reviewed for impairment when events or changes in circumstances indicate that there may have been an other-than-temporary decline in the value of the investment.
−Removed: During the year ended December 31, 2020, we recorded an impairment charge of $ 45.3 million in our consolidated statement of operations due to the significant decline in natural gas prices during the first quarter of 2020.
−Removed: Please read Note 3—Investment in Laramie Energy, LLC for further information.
+Added: Please read Note 4—Investment in Laramie Energy for further information.
Property, Plant, and Equipment
19 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 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.
−Removed: Lease Liabilities and Right-of-Use Assets
−Removed: We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration.
−Removed: Lease liabilities and right-of-use assets (“ROU assets”) are recognized at the commencement date based on the present value of lease payments over the lease term.
−Removed: We use our incremental borrowing rate in the calculation of present value unless the implicit rate can be readily determined, however, the lease liability associated with leases calculated through the use of implicit rates is not significant.
−Removed: Certain leases include provisions for variable payments based upon
+Added: When the act of abandonment occurs, we write off the asset balance and any associated accumulated depreciation and record an impairment loss as needed.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
−Removed: percentage of sales and/or other operating metrics;
+Added: Lease Liabilities and Right-of-Use Assets
+Added: We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration.
+Added: Lease liabilities and ROU assets are recognized at the commencement date based on the present value of lease payments over the lease term.
+Added: We use our incremental borrowing rate in the calculation of present value unless the implicit rate can be readily determined, however, the lease liability associated with leases calculated through the use of implicit rates is not significant.
+Added: Certain leases include provisions for variable payments based upon percentage of sales and/or other operating metrics;
escalation provisions to adjust rental payments to reflect changes in price indices and fair market rents;
29 unchanged sentences
If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss is recorded.
−Removed: During the year ended December 31, 2020, we recorded goodwill impairment charges of $ 67.9 million related to our Refining and Retail segments.
−Removed: Please read Note 10—Goodwill and Intangible Assets for further discussion on the goodwill impairment.
Our intangible assets include relationships with customers, trade names, and trademarks.
1 unchanged sentence
We evaluate the carrying value of our intangible assets when impairment indicators are present.
−Removed: 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.
−Removed: If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values.
+Added: When we believe impairment indicators may exist, projections of the undiscounted future
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
+Added: cash flows associated with the use of and eventual disposition of the intangible assets are prepared.
+Added: If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values.
Environmental Matters
7 unchanged sentences
Derivatives and Other Financial instruments
−Removed: We are exposed to commodity price risk related to crude oil and refined products.
+Added: We are exposed to commodity price risk related to crude oil, refined products, and environmental credits.
We manage this exposure through the use of various derivative commodity instruments.
7 unchanged sentences
Our embedded derivatives include our obligations to repurchase crude oil and refined products from J.
−Removed: 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.
+Added: Aron at the termination of the Supply and Offtake Agreement.
These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings.
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, 2022 and 2021 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.
+Added: We do not have any unrecognized tax benefits as of December 31, 2023.
As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2020, 2021, and 2022.
However, since we have NOL carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried.
−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
+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.
+Added: Any penalties or interest as a result of an examination will be recorded in the period assessed.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
−Removed: adjust it accordingly for purposes of assessing additional tax in the year the NOL deduction was claimed.
−Removed: Any penalties or interest as a result of an examination will be recorded in the period assessed.
Stock-Based Compensation
49 unchanged sentences
The fair value of the J.
−Removed: 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.
+Added: Aron repurchase obligation derivatives are measured using estimates of the prices and differentials assuming settlement at the end of the reporting period.
Income (Loss) Per Share
8 unchanged sentences
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.
+Added: For the years ended December 31, 2023, 2022, or 2021, gains and losses resulting from changes in currency translations were immaterial.
Accounting Principles Not Yet Adopted
−Removed: In October 2021, the FASB issued Accounting Standards Update (“ASU”) No.
−Removed: 2021-08, Business Combinations (Topic 805):
−Removed: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”).
−Removed: 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.
−Removed: 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.
−Removed: The guidance in ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted.
−Removed: This ASU will change the policy under which we account for future business combinations.
−Removed: On September 30, 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50):
−Removed: Disclosure of Supplier Finance Program Obligations.
−Removed: This ASU defines supplier finance programs and establishes new disclosure requirements for such programs.
−Removed: For programs meeting that definition, this ASU requires annual disclosures of key
+Added: In November 2023, the FASB issued Accounting Standards Update (“ASU”) No.
+Added: 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) (“ASU 2023-07”).
+Added: The amendments in ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
+Added: Public entities are required to disclose significant segment expenses by reportable segment if they are regularly provided to the Chief Operating Decision Maker (“CODM”) and included in each reported measure of segment profit or loss.
+Added: The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows.
+Added: The guidance in ASU 2023-07 is effective for fiscal years beginning after December 15, 2024.
+Added: This ASU therefore does not impact our 2023 Form 10-K.
+Added: Par will assess the impact of this ASU on our 2024 Form 10-K annual segment disclosures as part of our fiscal year 2024 procedures.
+Added: On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure (Topic 740).
+Added: This ASU requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes.
+Added: It also requires greater detail about
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
−Removed: terms, obligations, and certain information related to these programs.
−Removed: Interim disclosure of the amount of outstanding obligations is also required.
−Removed: ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted.
−Removed: This ASU will expand our disclosures for qualified supplier finance programs.
+Added: individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold.
+Added: Additionally, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold.
+Added: The guidance in ASU 2023-09 is effective for fiscal years beginning after December 15, 2025.
+Added: This ASU therefore does not impact our 2023 Form 10-K.
+Added: Par will assess the impact of this ASU on our 2025 Form 10-K annual segment disclosures as part of our fiscal year 2025 procedures.
Accounting Principles Adopted
On January 1, 2022, we adopted ASU No.
−Removed: 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):
−Removed: Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”) .
−Removed: This ASU clarifies treatment of modifications or exchanges of call options or warrants classified in equity.
−Removed: As we do not have any such items classified in equity as of December 31, 2022, our adoption of ASU 2021-04 did not have a material impact on our financial condition, results of operations, and cash flows.
+Added: 2021-08, Business Combinations (Topic 805):
+Added: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) .
+Added: This ASU changes accounting for recording contract assets and liabilities acquired in a business combination to improve comparability and consistency.
+Added: During the Billings Acquisition in June 2023, no contract assets or liabilities were acquired, thus our adoption of ASU 2021-08 will not impact on our financial condition, results of operations, and cash flows.
On January 1, 2022, we adopted ASU No.
−Removed: 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance (“ASU 2021-10”).
−Removed: This ASU requires certain annual disclosures when receiving government assistance that is accounted for under a grant or contribution model.
−Removed: As of December 31, 2022, we did not receive any government assistance requiring these new disclosures, therefore our adoption of ASU 2021-10 did not have a material impact on our financial condition, results of operations, and cash flows.
−Removed: Note 3— Investment in Laramie Energy, LLC
−Removed: As of December 31, 2022, we owned a 46.0 % ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.
−Removed: 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.
−Removed: 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.
−Removed: In conjunction with the borrowing base deficiency, Laramie entered into a forbearance agreement through June 15, 2021 with its lenders.
−Removed: On July 1, 2021, Laramie Energy entered into a term loan agreement which provided a term loan in the principal amount of $ 160 million.
−Removed: Laramie Energy used the proceeds from the term loan to repay the outstanding balance on its revolving credit facility.
−Removed: The term loan is secured by a lien on its natural gas and crude oil properties and related assets.
−Removed: Under the terms 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.
−Removed: Laramie Energy’s term loan matures on July 1, 2025.
−Removed: As of December 31, 2022 and 2021, the term loan had an outstanding balance of $ 77.4 million and $ 140.1 million, respectively.
−Removed: On February 21, 2023, Laramie Energy entered into a term loan agreement which provided a $ 205 million first lien term loan facility with $ 160.0 million funded at closing and an optional $ 45 million delayed draw commitment, subject to certain terms and conditions.
−Removed: Laramie Energy used the proceeds from the term loan to repay the then-outstanding balance of $ 76.3 million on its existing term loan, including accrued interest and prepayment penalties, and fully redeem preferred equity of $ 73.5 million.
−Removed: After deducting transaction costs, net proceeds were $ 4.8 million.
−Removed: Laramie Energy’s term loan matures on February 21, 2027.
−Removed: Under the terms of the new term loan, Laramie is permitted to make future cash distributions to its owners, including us, subject to certain restrictions.
−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 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.
−Removed: 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 losses from Laramie Energy, LLC on our consolidated statement of operations for the year ended December 31, 2020.
−Removed: Please read Note 15—Fair Value Measurements for further information.
−Removed: During the quarter ended June 30, 2020, Laramie Energy incurred additional losses that reduced the book value of our investment to zero and, as such, as of June 30, 2020, we discontinued the application of the equity method of accounting for our investment in Laramie Energy.
+Added: 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”).
+Added: This ASU defines supplier finance programs and establishes new disclosure requirements for such programs.
+Added: For programs meeting that definition, this ASU requires annual disclosures of key terms, obligations, and certain information related to these programs.
+Added: Interim disclosure of the amount of outstanding obligations is also required.
+Added: Par’s inventory financing agreements do not meet all the necessary criteria within scope of this ASU, therefore our adoption of ASU 2022-04 will not have a material impact on our financial condition, results of operations, and cash flows.
+Added: Note 3—Refining and Logistics Equity Investments
+Added: Yellowstone Energy Limited Partnership
+Added: On June 1, 2023, we completed the Billings Acquisition (as defined in Note 5—Acquisitions) and acquired a 65 % limited partnership ownership interest in YELP.
+Added: YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power production for the local utility grid.
+Added: We account for our investment in YELP using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies.
+Added: Our proportionate share of YELP’s net income and the depreciation of our basis difference are included in Equity earnings from refining and logistics investments on our consolidated statements of operations due to the significance of YELP’s cogeneration facilities to our Montana operations.
+Added: Our proportionate share of YELP’s net income (loss) is recorded on a one-month lag.
+Added: The change in our equity investment in YELP is as follows (in thousands):
+Added: For the period from June 1 through December 31,
+Added: Beginning balance $ —
+Added: Acquisition of investment 58,019
+Added: Equity earnings from YELP
+Added: Depreciation of basis difference ( 696 )
+Added: Dividends received ( 5,558 )
+Added: Ending balance $ 59,824
+Added: Yellowstone Pipeline Company
+Added: On June 1, 2023, we completed the Billings Acquisition (as defined in Note 5—Acquisitions) and acquired a 40 % ownership interest in YPLC.
+Added: YPLC owns a refined products pipeline that begins at our Montana refinery and transports refined product throughout Montana and the Pacific Northwest.
+Added: We account for our ownership interest in YPLC using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies.
+Added: Our proportionate share of YPLC’s net income and the accretion of our basis difference is included in Equity earnings from refining and logistics investments on our consolidated statements of operations due to the significance of YPLC’s distribution services to our Montana operations.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
+Added: The change in our equity investment in YPLC is as follows (in thousands):
+Added: For the period from June 1 through December 31,
+Added: Beginning balance $ —
+Added: Acquisition of investment 28,581
+Added: Equity earnings from YPLC
+Added: Accretion of basis difference 89
+Added: Dividends received ( 5,400 )
+Added: Ending balance $ 27,662
+Added: Note 4— Investment in Laramie Energy
+Added: As of December 31, 2023, we owned a 46 % ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.
+Added: The balance of our investment in Laramie Energy was $ 14.3 million as of December 31, 2023.
+Added: As of December 31, 2022, the book value of our investment was zero .
+Added: Prior to February 21, 2023, Laramie Energy had a term loan agreement which provided a term loan secured by a lien on its natural gas and crude oil properties and related assets.
+Added: Under the terms of the term loan, Laramie Energy was generally prohibited from making future cash distributions to its owners, including us, except for certain permitted tax distributions.
+Added: On February 21, 2023, Laramie Energy entered into a term loan agreement which provides a $ 205 million first lien term loan facility with $ 160.0 million funded at closing and an optional $ 45 million delayed draw commitment, subject to certain terms and conditions.
+Added: Laramie Energy used the proceeds from the term loan to repay the then-outstanding balance of $ 76.3 million on its existing term loan, including accrued interest and prepayment penalties, and fully redeem preferred equity of $ 73.5 million.
+Added: After deducting transaction costs, net proceeds were $ 4.8 million.
+Added: Under the terms of the new term loan, Laramie is permitted to make future cash distributions to its owners, including us, subject to certain restrictions.
+Added: Laramie Energy’s term loan matures on February 21, 2027.
+Added: As of December 31, 2023 and 2022, the term loan had an outstanding balance of $ 160.0 million and $ 77.4 million, respectively.
+Added: On March 1, 2023, pursuant to its new term loan agreement, Laramie Energy made a one-time cash distribution to its owners, including us, based on ownership percentage.
+Added: Our share of this distribution was $ 10.7 million, which was reflected as Return of capital from Laramie Energy, LLC on our consolidated statements of cash flows.
+Added: We recorded the cash received as Equity earnings from Laramie Energy, LLC on our consolidated statements of operations because the carrying value of our investment in Laramie Energy was zero at the time of such distribution.
+Added: Effective February 21, 2023, and concurrent with Laramie’s entry into the new term loan agreement noted above, we resumed the application of equity method accounting with respect to our investment in Laramie Energy.
+Added: At December 31, 2023, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 71.7 million.
The change in our equity investment in Laramie Energy is as follows (in thousands):
2 unchanged sentences
Equity earnings (losses) from Laramie Energy 19,471
−Removed: Impairment of our investment in Laramie Energy ( 45,294 )
+Added: Accretion of basis difference 5,514
+Added: Distribution received ( 10,706 )
Ending balance
−Removed: ________________________________________________________
−Removed: (1) 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 has been reduced to zero .
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
Note 5— Acquisitions
Billings Acquisition
−Removed: On October 20, 2022, we and our subsidiaries Par Montana, LLC (“Par Montana”) and Par Montana Holdings, LLC (“Par Montana Holdings” and, together with Par Montana, the “Purchasers”) entered into an Equity and Asset Purchase Agreement (the “Purchase Agreement”) with Exxon Mobil Corporation, ExxonMobil Oil Corporation, and ExxonMobil Pipeline Company LLC (collectively, the “Sellers”) to purchase (i) the high-conversion, complex refinery located in Billings, Montana and certain associated distribution and logistics assets, and (ii) 100 % of the issued and outstanding equity interests in Exxon Billings Cogeneration, Inc.
−Removed: and in Yellowstone Logistics Holding Company for a base purchase price of $ 310.0 million plus the value of hydrocarbon inventory and adjusted working capital at closing (collectively, the “Billings Acquisition”).
−Removed: The closing of the Billings Acquisition is subject to certain customary closing conditions and is expected to close in the second quarter of 2023.
−Removed: Upon execution of the Purchase Agreement, we made a cash deposit of $ 30.0 million, recorded in Prepaid and other current assets, which will be credited to the sale upon a successful closing.
−Removed: We guaranteed the payment and performance of the Purchasers’ obligations under the Purchase Agreement.
−Removed: We incurred $ 3.4 million of acquisition costs related to the Billings Acquisition for the year ended December 31, 2022.
−Removed: These costs are included in Acquisition and integration costs on our consolidated statement of operations.
+Added: On October 20, 2022, we and our subsidiaries Par Montana, LLC (“Par Montana”) and Par Montana Holdings, LLC (“Par Montana Holdings”), entered into an equity and asset purchase agreement (as amended to include Par Rocky Mountain Midstream, LLC, the “Purchase Agreement”) with Exxon Mobil Corporation, ExxonMobil Oil Corporation, and ExxonMobil Pipeline Company LLC (collectively, the “Sellers”) to purchase (i) the high-conversion, complex refinery located in Billings, Montana and certain associated distribution and logistics assets, (ii) the Sellers’ 65 % limited partnership equity interest in YELP, and (iii) the Sellers’ 40 % equity interest in YPLC for a base purchase price of $ 310.0 million plus the value of hydrocarbon inventory and adjusted working capital at closing (collectively, the “Billings Acquisition”).
+Added: The Billings Acquisition enhances our fully integrated downstream network in the upper Rockies and Pacific Northwest.
+Added: The Billings Acquisition increases scale and geographic diversification on the U.S.
+Added: mainland and allows for efficient access to alternative markets.
+Added: On June 1, 2023, we completed the Billings Acquisition for a total purchase price of approximately $ 625.4 million, including acquired working capital, consisting of a cash deposit of $ 30.0 million paid on October 20, 2022 upon execution of the Purchase Agreement and $ 595.4 million paid at closing on June 1, 2023.
+Added: The Company funded the Billings Acquisition with cash on hand and borrowings from the ABL Credit Facility (as defined in Note 14—Debt).
+Added: We accounted for the Billings Acquisition as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition.
+Added: A summary of the preliminary fair value of the assets acquired and liabilities assumed is as follows (in thousands):
+Added: Trade accounts receivable $ 2,387
+Added: Inventories 299,176
+Added: Property, plant, and equipment 259,088
+Added: Operating lease right-of-use assets 3,562
+Added: Investment in refining and logistics subsidiaries 86,600
+Added: Other long-term assets 4,094
+Added: Total assets (1) 654,907
+Added: Current operating lease liabilities 2,081
+Added: Other current liabilities 7,056
+Added: Environmental liabilities 18,869
+Added: Long-term operating lease liabilities 1,481
+Added: Total liabilities 29,487
+Added: Total $ 625,420
+Added: _______________________________________________________
+Added: (1) We allocated $ 538.7 million and $ 116.2 million of total assets to our refining and logistics segments, respectively.
+Added: We have recorded a preliminary estimate of the fair value of the assets acquired and liabilities assumed and expect to finalize the purchase price allocation during the first part of 2024.
+Added: The primary areas of the purchase price allocation that are not finalized as of December 31, 2023 relate to property, plant, and equipment and the environmental liabilities.
+Added: During the year ended December 31, 2023, immaterial purchase price allocation adjustments were recorded related to working capital.
+Added: Any final valuation adjustments could change the fair values assigned to the assets acquired and liabilities assumed, resulting in a change to our consolidated financial statements, which could be material.
+Added: We incurred $ 10.4 million and $ 3.4 million of acquisition costs related to the Billings Acquisition for the year ended December 31, 2023 and 2022, respectively.
+Added: These costs are included in Acquisition and integration costs on our consolidated statements of operations.
+Added: We assumed certain environmental liabilities associated with the Billings Acquisition, including costs related to hazardous waste corrective measures, ground and surface water sampling and monitoring.
+Added: We expect to incur these costs over a 20 to 30 year period.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
+Added: The results of operations of the Montana refinery, newly acquired logistics assets in the Rockies region, and YELP and YPLC equity investments were included in our results beginning on June 1, 2023.
+Added: For the year ended December 31, 2023, our results of operations included revenues of $ 1.5 billion , and net income of $ 57.9 million , related to these assets.
+Added: The following unaudited pro forma financial information presents our consolidated revenues and net income as if the Billings Acquisition had been completed on January 1, 2022 (in thousands):
+Added: Year Ended December 31,
+Added: Revenues $ 9,172,821 $ 10,033,522
+Added: Net income 847,740 419,441
+Added: These pro forma results were based on estimates and assumptions that we believe are reasonable.
+Added: The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the Billings Acquisition been effective as of the dates presented, nor is it indicative of future operating results of the combined company.
+Added: Pro forma adjustments include (i) incremental depreciation resulting from the estimated fair value of property, plant, and equipment acquired, (ii) transaction costs which were shifted from the year ended December 31, 2023 to the year ended December 31, 2022, (iii) elimination of historical transactions between Par and the Montana assets, and (iv) incremental income tax expense at Par’s effective income tax rate, adjusted for non-recurring items, on the pre-tax pro forma results.
Northwest Retail Expansion
3 unchanged sentences
We recognized $ 2.1 million in goodwill attributable to opportunities expected to arise from expanding our operations.
+Added: During the year ended December 31, 2023, $ 50 thousand of the 2022 purchase payment was refunded to us;
+Added: the refund was accounted for as a reduction of goodwill.
We incurred $ 0.3 million of acquisition costs related to the Northwest Retail Expansion for the year ended December 31, 2022.
5 unchanged sentences
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, 2022, 2021, and 2020
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):
8 unchanged sentences
Total segment revenues (3) $ 7,969,480 $ 260,779 $ 592,480
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
Year Ended December 31, 2022 Refining Logistics Retail
20 unchanged sentences
(3) Refer to Note 23—Segment Information for the reconciliation of segment revenues to total consolidated revenues.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
Note 7— Inventories
13 unchanged sentences
(1) Please read Note 12—Inventory Financing Agreements for further information.
−Removed: (2) Includes $ 258.2 million and $ 120.1 million of RINs and environmental credits, reported at the lower of cost or NRV, as of December 31, 2022 and 2021, respectively.
−Removed: Our renewable volume obligation and other gross environmental credit obligations of $ 549.8 million and $ 311.0 million, reported at market value, are included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2022 and 2021, respectively.
−Removed: Inventories valued on the LIFO method were approximately 20 % of total inventories at both December 31, 2022 and 2021.
−Removed: As of December 31, 2022, we had no reserve for the lower of cost or net realizable value of inventory.
−Removed: As of December 31, 2021, there was a $ 0.5 million reserve for the lower of cost or net realizable value of inventory.
+Added: (2) Includes $ 237.6 million and $ 258.2 million of RINs and environmental credits, reported at the lower of cost or NRV, as of December 31, 2023 and 2022, respectivel y.
+Added: Our renewable volume obligation and other gross environmental credit obligations of $ 286.9 million and $ 549.8 million, are included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2023 and 2022, respectively.
+Added: Inventories valued on the LIFO method were approximately 26 % and 22 % of total inventories at December 31, 2023 and 2022, respectively.
+Added: As of December 31, 2023 and December 31, 2022, there was no reserve for the lower of cost or net
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
+Added: realizable value of inventory.
As of December 31, 2023 and December 31, 2022, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 36.1 million and $ 46.4 million, respectively.
1 unchanged sentence
Prepaid and other current assets at December 31, 2023 and 2022 consisted of the following (in thousands):
+Added: Advances to suppliers for crude purchases $ 65,531 $ —
Collateral posted with broker for derivative instruments (1) 21,763 40,788
1 unchanged sentence
Prepaid insurance 20,235 15,639
−Removed: Deferred inventory financing charges — 4,073
+Added: Derivative assets 43,356 —
+Added: Prepaid environmental credits 20,756 —
Other 10,764 5,616
4 unchanged sentences
(2) Please read Note 5—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, 2022, 2021, and 2020
Note 9— Property, Plant, and Equipment and Impairment of Long-Lived Assets
12 unchanged sentences
the idling of the assets for more than an insignificant amount of time, the significant cost to restart the refinery, and a lack of a current plan or timeline to restart the refinery.
−Removed: 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.
−Removed: 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 this idling.
+Added: For the year ended December 31, 2021, we recorded additional impairment charges o f $ 0.2 million in Impairment expense on our consolidated statement of operations related to this idling.
Please read Note 16—Fair Value Measurements for additional information.
For the year ended December 31, 2021, we recorded $ 1.7 million of Impairment expense on our consolidated statement of operations related to the impairment of a separate capital project.
−Removed: For the year ended December 31, 2022, no such impairment was recorded.
+Added: For the years ended December 31, 2022 and 2023, no such impairment was recorded.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
Note 10— Asset Retirement Obligations
8 unchanged sentences
Ending balance $ 16,340 $ 15,375 $ 14,414
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
Note 11— Goodwill and Intangible Assets
1 unchanged sentence
Balance at January 1, 2021 $ 127,997
−Removed: Impairment expense ( 67,922 )
+Added: Divestitures ( 735 )
Balance at December 31, 2021 127,262
+Added: Acquisition (1) 2,120
Divestitures ( 57 )
Balance at December 31, 2022 129,325
−Removed: Acquisitions (1) 2,120
Divestitures (2) ( 50 )
2 unchanged sentences
(1) Please read Note 5—Acquisitions for further discussion.
−Removed: The gross carrying value of goodwill was $ 202.9 million as of January 1, 2020 and December 31, 2020 and 2021, and $ 205.0 million as of December 31, 2022.
−Removed: As of January 1, 2020, we had accumulated impairment charges of $ 7.0 million, and as of December 31, 2020, 2021, and 2022, we had accumulated impairment charges, including charges related to divestitures, of $ 74.9 million, $ 75.6 million, and $ 75.7 million, respectively.
−Removed: 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.
−Removed: As part of our quantitative impairment test, we compared the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit.
−Removed: In assessing the fair value of the reporting units, we primarily utilized a market approach based on observable multiples for comparable companies within our industry.
−Removed: Our refining reporting units in Hawaii and Washington were fully impaired and the goodwill associated with our retail reporting unit in Washington and Idaho was partially impaired, resulting in a charge of $ 67.9 million in our consolidated statement of operations for the year ended December 31, 2020.
−Removed: The goodwill impairment expense was allocated to the Refining segment ($ 38.1 million) and to the Retail segment ($ 29.8 million).
+Added: (2) In December 2022, we purchased three retail stores in Washington.
+Added: $ 50 thousand of the 2022 payment was refunded to us in 2023;
+Added: the refund was accounted for as a reduction of goodwill.
+Added: Please read Note 5—Acquisitions for further discussion.
+Added: The gross carrying value of goodwill was $ 202.9 million as of December 31, 2021, $ 205.0 million as of December 31, 2022, and $ 205.0 million as of December 31, 2023.
+Added: As of December 31, 2021, 2022, and 2023, we had cumulative charges related to divestitures of $ 75.6 million, $ 75.7 million, and $ 75.8 million, respectively.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
Intangible assets consisted of the following (in thousands):
12 unchanged sentences
Total intangible assets, net $ 10,918 $ 13,577
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
Amortization expense was approximately $ 2.7 million for each of the years ended December 31, 2023, 2022, and 2021.
8 unchanged sentences
Washington Refinery Intermediation Agreement — 160,554
+Added: LC Facility due 2024
Obligations under inventory financing agreements $ 594,362 $ 893,065
4 unchanged sentences
During the term of the Supply and Offtake Agreement, J.
−Removed: Aron and we will identify mutually acceptable contracts for the purchase of crude oil from third parties.
+Added: Aron and we will identify mutually acceptable contracts for the purchase of crude oil from third
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
Per the agreement, J.
8 unchanged sentences
The agreement also provides for the lease of crude oil and certain refined product storage facilities to J.
−Removed: 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.
−Removed: 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: The Supply and Offtake Agreement expires May 31, 2024 (as extended, the “Expiration Date”).
+Added: Under the Supply and Offtake Agreement, we would have been subject to an early termination fee if we terminated the Supply and Offtake Agreement prior to May 31, 2023.
Following the expiration or termination of the agreement, we are obligated to purchase the crude oil and refined product inventories then owned by J.
9 unchanged sentences
We also paid a deferred payment availability fee equal to 0.75 % of the unused capacity under the deferred payment arrangement.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
Effective July 1, 2021, a discretionary draw facility (the “Discretionary Draw Facility”) became available to PHR up to but excluding the Expiration Date.
5 unchanged sentences
We also pay a discretionary draw availability fee equal to 0.75 % of the unused capacity under the Discretionary Draw Facility.
−Removed: On April 25, 2022, we entered into an amendment to the Supply and Offtake Agreement which, among other things, amended the maximum commitment amount under the Discretionary Draw Facility from $ 165 million to $ 215 million and increased the limit in the borrowing base for eligible hydrocarbon inventory from $ 82.5 million to $ 107.5 million.
−Removed: The amendment further requires a $ 5.0 million reserve against the borrowing base at any time more than $ 165 million is outstanding in discretionary draw advances made to PHR;
−Removed: the reserve may be reduced by the posting of cash collateral by PHR in accordance with the terms of the amendment.
+Added: On April 25, 2022, we entered into an amendment (the “S&O Amendment”) to the Supply and Offtake Agreement which, among other things, amended the maximum commitment amount under the Discretionary Draw Facility from $ 165 million to $ 215 million.
+Added: The S&O Amendment further increased the limit in the borrowing base for eligible hydrocarbon inventory from $ 82.5 million to $ 107.5 million.
+Added: The S&O Amendment further requires a $ 5.0 million reserve against the borrowing base at any time more than $ 165 million is outstanding in discretionary draw advances made to PHR;
+Added: the reserve may be reduced by the posting of cash collateral by PHR in accordance with the terms of the S&O Amendment.
+Added: On February 13, 2023, we entered into an amendment to the Supply and Offtake Agreement to, among other things, facilitate entry into the Term Loan Credit Agreement.
+Added: On June 21, 2023, we entered into an amendment (the “June 2023 S&O Amendment”) to the Supply and Offtake Agreement to establish the Secured Overnight Financing Rate ("SOFR"), as defined in the Supply and Offtake Agreement, as the benchmark rate in replacement of the London Interbank Offered Rate ("LIBOR") and revise certain other terms and conditions, effective July 1, 2023.
+Added: On July 26, 2023, we entered into an amendment (the “July 2023 S&O Amendment”) to the Supply and Offtake Agreement which, among other things, allowed PHR to enter into a crude oil procurement contract supported by a letter of credit under the LC Facility (as defined below) and have its purchases funded by J.
+Added: Aron, subject to certain conditions.
+Added: Please read below for further information on the LC Facility.
Under the Supply and Offtake Agreement, we pay or receive certain fees from J.
Aron based on changes in market prices over time.
−Removed: In 2017, we fixed the market fee for the period from June 1, 2018 through May 2021 for an additional $ 2.2 million.
−Removed: 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: 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.
−Removed: In 2022, we entered into additional contracts with J.
−Removed: Aron to fix certain fees for the month of March 2022 for $ 4.5 million.
+Added: In 2021 and 2022, we entered into multiple contracts to fix certain market fees for the period from January 2022 through May 2022 for $ 8.7 million.
+Added: For the year ended December 31, 2023, we did not enter into any contracts to fix market fees related to our Supply and Offtake Agreement.
The amount due to or from J.
Aron is recorded as an adjustment to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement.
−Removed: We had no fixed market fees due to or from J.
−Removed: Aron as of December 31, 2022.
−Removed: As of December 31, 2021, we had a payable of $ 6.2 million.
−Removed: We recognized fixed market fees of $ 8.8 million, $ 13.5 million, and $ 1.3 million for the years ended December 31, 2022, 2021, and 2020, respectively, which were included in Cost of revenues (excluding depreciation) on our consolidated statements of operations.
+Added: We did not recognize any fixed market fees due for the year ended December 31, 2023.
+Added: We recognized fixed market fees of $ 8.8 million
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
+Added: and $ 13.5 million for the years ended December 31, 2022, and 2021, respectively, which were included in Cost of revenues (excluding depreciation) on our consolidated statements of operations.
+Added: LC Facility due 2024
+Added: On July 26, 2023, PHR, as borrower, the lenders and letter of credit issuing banks party thereto (collectively, the “LC Facility Lenders”), MUFG Bank, Ltd., as administrative agent (the “LC Facility Agent”), sub-collateral agent, joint lead arranger and sole bookrunner, Macquarie Bank Limited, as joint lead arranger, and U.S.
+Added: Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”), entered into an Uncommitted Credit Agreement (the “LC Facility Agreement”) whereby the LC Facility Lenders agree, on an uncommitted and absolutely discretionary basis, to consider making revolving credit loans and issuing and participating in letters of credit in the maximum available amount of $ 120.0 million in the aggregate (the “LC Facility”) with the right to request an increase up to $ 350.0 million in the aggregate, subject to certain conditions.
+Added: Letters of credit issued under the LC Facility are intended to finance and provide credit support for certain of PHR’s purchases of crude oil.
+Added: In addition, revolving credit loans may be used to pay suppliers.
+Added: The LC Facility will mature on July 25, 2024, unless the obligations are accelerated and the maximum credit limits of the LC Facility Lenders are terminated prior to such date.
+Added: The revolving credit loans under the LC Facility bear interest at a 1) SOFR rate plus the applicable margin of 2.5 %, 2) cost of funds rate plus applicable margin of 2.5 % or 3) alternate base rate plus 1.5 %, as more particularly described in the LC Facility Agreement.
+Added: PHR has agreed to pay certain fees and commissions with respect to letters of credit under the LC Facility, including, but not limited to, a letter of credit commission, in an amount equal to the greater of $ 750 (in dollars) and (1) 2.00 % per annum of the face amount of any trade letter of credit, or (2) 2.25 % per annum of the face amount of any performance letter of credit, each payable monthly in arrears.
+Added: In addition, PHR shall pay a fronting fee equal to 0.25 % of the face amount of each letter of credit issued by a letter of credit issuing bank, payable monthly in arrears.
+Added: The LC Facility Agreement requires PHR to comply with various covenants, including compliance with the minimum liquidity covenant.
+Added: PHR agrees that it shall not permit the liquidity of PHR for any three consecutive business days to be less than $ 15 million at any time, with at least $ 15 million of such liquidity consisting of cash and cash equivalents.
+Added: PHR has granted a lien and security interest in certain of its assets to the Collateral Agent.
+Added: PHR is also required to provide cash collateral to the LC Facility Agent as a condition to issuance of certain letters of credit.
+Added: On October 4, 2023, PHR, and Par Petroleum, LLC, obtained the written consent from the lenders party to the LC Facility to permit the Second Amendment to ABL Credit Facility (as defined in Note 14—Debt) and to amend certain defined terms or provisions in the ABL Credit Facility, pursuant to that certain Limited Consent to Uncommitted Credit Agreement dated as of October 3, 2023, among PHR, Par Petroleum, LLC, each of the lenders party thereto, LC Facility Agent, and U.S.
+Added: Bank Trust Company, National Association, solely in its capacity as the collateral agent (the “Limited Consent”).
+Added: Refer to Note 14—Debt for further information on the Second Amendment to ABL Credit Facility.
Washington Refinery Intermediation Agreement
−Removed: We are party to the Washington Refinery Intermediation Agreement with MLC, which provides a structured financing arrangement based on U.S.
+Added: Prior to December 31, 2023, we were party to the Washington Refinery Intermediation Agreement with MLC, which provided a structured financing arrangement based on U.S.
Oil’s crude oil and refined products inventories and associated accounts receivable.
Under this arrangement, U.S.
−Removed: Oil purchases crude oil supplied from third-party suppliers and MLC provides credit support for such crude oil purchases.
−Removed: 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 the same, exclusively to MLC.
−Removed: On February 11, 2021, we and MLC amended the Washington Refinery Intermediation Agreement and extended the term from June 30, 2021 to March 31, 2022.
−Removed: On December 17, 2021, we and MLC amended the Washington Refinery Intermediation Agreement to further extend the term through December 21, 2022 and to revise certain other terms and conditions in the Washington Refinery Intermediation Agreement.
−Removed: On March 9, 2022, we and MLC amended the Washington Refinery Intermediation Agreement to advance the term expiry date to March 31, 2023.
−Removed: On November 2, 2022, we and MLC amended the Washington Refinery Intermediation Agreement to further extend the term through March 31, 2024.
−Removed: During the remaining term of the Washington Refinery Intermediation Agreement, MLC will make receivable advances to U.S.
−Removed: Oil based on an advance rate of 95 % of eligible receivables (the “MLC receivable advances”) and additional advances based on crude oil and products inventories.
−Removed: Prior to May 9, 2022, the maximum borrowing capacity under the MLC receivable advances was $ 90.0 million.
−Removed: On May 9, 2022, we and MLC amended the Washington Refinery Intermediation Agreement to increase the maximum borrowing capacity under the MLC receivable advances to $ 115 million.
−Removed: The maximum borrowing capacity was reduced to $ 110 million under the amendment to the Washington Refinery Intermediation Agreement dated November 2, 2022.
−Removed: The MLC receivable advances bore interest at a rate equal to three-month LIBOR plus 3.25 % per annum prior to August 11, 2022.
−Removed: On August 11, 2022, we and MLC entered into an amendment to the Washington Refinery Intermediation Agreement to establish adjusted three-month term Secured Overnight Financing Rate ("SOFR") as the benchmark rate in replacement of LIBOR and revise certain other terms and conditions.
−Removed: We also pay an availability fee equal to 0.75 % of the unused capacity under the MLC receivable advances.
+Added: Oil purchased crude oil supplied from third-party suppliers and MLC provided credit support for such crude oil purchases.
+Added: MLC’s credit support consisted of either providing a payment guaranty, causing the issuance of a letter of credit from a third-party issuing bank, or purchasing crude oil directly from third parties on our behalf.
+Added: Oil held title to all crude oil and refined products inventories at all times and pledged such inventories, together with all receivables arising from the sales of the same, exclusively to MLC.
+Added: On October 4, 2023, U.S.
+Added: Oil entered into a wind-down and termination agreement (the “Wind-Down Agreement”) with MLC, which provided for the wind down of the respective obligations of MLC and U.S.
+Added: Under the Wind-Down Agreement, in exchange for cash collateral provided by U.S.
+Added: Oil to MLC, the payment of certain fees by U.S.
+Added: Oil to MLC, and the satisfaction of other conditions precedent specified in the Wind-Down Agreement, MLC released all of its liens and security interests in all collateral, and MLC and U.S.
+Added: Oil terminated the First Lien ISDA Agreement, Collateral Agreement, and all other guarantee and collateral documents, other than certain surviving obligations and certain other obligations which specifically continue under the terms of the Wind-Down Agreement.
+Added: In connection with the Wind-Down Agreement, we recognized a termination fee of $ 1.5 million, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023.
+Added: The cash paid to settle the obligation is included in Payments for termination of inventory financing agreements in our consolidated statements of cash flows for the year ended December
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
+Added: As of December 31, 2023, there were no outstanding obligations under the Washington Refinery Intermediation Agreement.
The following table summarizes our outstanding borrowings, letters of credit, and contractual undertaking obligations under the intermediation agreements (in thousands):
6 unchanged sentences
Outstanding borrowings (1)
−Removed: 56,601 54,538
Borrowing capacity
−Removed: 56,601 54,538
−Removed: Aron payment undertaking obligations — —
+Added: LC Facility due 2024
+Added: Outstanding borrowings — —
+Added: Borrowing capacity 120,000 —
MLC issued letters of credit
−Removed: 115,001 166,950
+Added: LC Facility issued letters of credit 13,000 —
______________________________________________________
−Removed: (1) Amounts outstanding under the Discretionary Draw Facility and MLC receivable advances are included in Obligations under inventory financing agreements on our consolidated balance sheets.
−Removed: Changes in the amount outstanding under these arrangements are included within Cash flows from financing activities on the consolidated statements of cash flows.
+Added: (1) Borrowings outstanding under the Discretionary Draw Facility and MLC receivable advances are included in Obligations under inventory financing agreements on our consolidated balance sheets.
+Added: Changes in the borrowings outstanding under these arrangements are included within Cash flows from financing activities on the consolidated statements of cash flows.
The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands):
8 unchanged sentences
Interest expense and financing costs, net 9,280 10,111 4,900
+Added: LC Facility due 2024
+Added: Interest expense and financing costs, net 1,667 — —
___________________________________________________
−Removed: (1) Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 63.3 million and $ 4.0 million for the years ended December 31, 2022, and 2021, respectively, and a market structure benefit of $ 3.0 million for the year ended December 31, 2020.
−Removed: 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.
+Added: (1) Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 13.5 million, $ 63.3 million, and $ 4.0 million for the years ended December 31, 2023, 2022, and 2021, respectively.
+Added: The Supply and Offtake Agreement and, prior to its termination, the Washington Refinery Intermediation Agreement also provide us with the ability to economically hedge price risk on our inventories and crude oil purchases.
Please read Note 15—Derivatives for further information.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
Note 13— Other Accrued Liabilities
2 unchanged sentences
Gross environmental credit obligations (1) 286,904 549,791
+Added: Derivative liabilities
+Added: 27,725 10,989
+Added: Deferred revenue
+Added: 15,220 11,457
Other 51,380 40,442
Total $ 421,762 $ 640,494
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
______________________________________________________
−Removed: (1) Gross environmental credit obligations are stated at market as of December 31, 2022 and 2021.
(1) Please read Note 16—Fair Value Measurements for further information.
4 unchanged sentences
ABL Credit Facility due 2028
−Removed: 7.75 % Senior Secured Notes due 2025
$ 115,000 $ —
−Removed: Term Loan B due 2026 203,125 215,625
+Added: Term Loan Credit Agreement due 2030
7.75 % Senior Secured Notes due 2025
−Removed: 31,314 68,250
+Added: Term Loan B Facility due 2026
+Added: 12.875 % Senior Secured Notes due 2026
+Added: Other long-term debt 4,746 —
Principal amount of long-term debt 665,621 515,439
5 unchanged sentences
Year Ended Amount Due
−Removed: 2023 $ 12,500
+Added: Thereafter 519,610
Total $ 665,621
−Removed: Additionally, as of December 31, 2022 and 2021, we had approximately $ 19.5 million and $ 18.5 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”).
−Removed: We had $ 5.9 million in cash-collateralized letters of credit and surety bonds outstanding as of both December 31, 2022 and December 31, 2021, under agreements with MLC and under certain other facilities.
−Removed: 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: 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: 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.
−Removed: 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.
−Removed: During May, June, and December 2019, we entered into privately negotiated exchange agreements with a limited number of holders (the
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
−Removed: “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: 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.
−Removed: Retail Property Term Loan
−Removed: On March 29, 2019, Par Pacific Hawaii Property Company, LLC (“Par Property LLC”), our wholly owned subsidiary, entered into a term loan agreement (the “Retail Property Term Loan”) with Bank of Hawaii, which provided a term loan in the principal amount of $ 45.0 million.
−Removed: 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 %.
−Removed: Principal and interest payments were payable monthly based on a 20 -year amortization schedule, principal prepayments were allowed subject to applicable prepayment penalties, and the remaining unpaid principal, plus any unpaid interest or other charges, was due on April 1, 2024, the maturity date of the Retail Property Term Loan.
−Removed: On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan.
−Removed: 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.
−Removed: ABL Credit Facility
−Removed: 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 $ 142.5 million subject to a borrowing base.
−Removed: As of December 31, 2022, the ABL Revolver had no outstanding balance and a borrowing base of approximately $ 85.1 million.
−Removed: The maturity date of the ABL Revolver is February 2, 2025, on which date all revolving loans will be due and payable in full.
−Removed: 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.
−Removed: The ABL Loan Agreement increased the maximum principal amount of the ABL Revolver at any time outstanding from $ 85 million 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 extended the maturity date of the ABL Revolver from December 21, 2022 to February 2, 2025.
−Removed: The ABL Loan Agreement also included 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.
−Removed: On March 30, 2022, the parties to the ABL Loan Agreement and the incremental lender party thereto amended the ABL Loan Agreement to exercise the accordion feature to increase the aggregate revolving commitments under the ABL Loan Agreement from $ 105 million to $ 142.5 million and decrease the available increase under the accordion feature from $ 50 million to $ 12.5 million, subject to certain limitations and conditions.
−Removed: Prior to February 2, 2022, the revolving loans under the ABL Revolver bore interest at a fluctuating rate per annum equal to (i) during the periods such revolving loan was 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 was a LIBOR Loan, at LIBOR for the applicable interest period plus the applicable margin in effect from time to time.
−Removed: The base rate was equal to (i) daily LIBOR (“LIBOR Daily Floating Rate”) or (ii) if the LIBOR Daily Floating Rate was unavailable for any reason, a rate as calculated per the agreement for such day.
−Removed: Under the ABL Loan Agreement entered into on February 2, 2022, 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.
−Removed: 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;
−Removed: (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 %;
−Removed: 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;
−Removed: provided, that in no event shall the base rate be less than zero.
−Removed: We also pay a de minimis fee for any undrawn amounts available under the ABL Revolver.
−Removed: The average effective interest rate for 2022 and 2021 on the ABL Revolver loan was 2.7 % and 2.6 %, respectively.
+Added: As of December 31, 2023, we had $ 133.7 million in letters of credit outstanding under the ABL Credit Facility, as defined below.
+Added: As of December 31, 2022, we had $ 19.5 million in letters of credit outstanding under the Prior ABL Credit Facility, as defined below.
+Added: We had $ 56.2 million and $ 5.9 million in cash-collateralized letters of credit and surety bonds outstanding as of December 31, 2023 and December 31, 2022, respectively.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
−Removed: Under the ABL Loan Agreement, the applicable margins for the ABL Credit Facility and advances under the ABL Revolver are as specified below:
+Added: Under the ABL Credit Facility and the Term Loan Credit Agreement, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.
+Added: ABL Credit Facility due 2028
+Added: On April 26, 2023, in connection with the Billings Acquisition, we repaid in full and terminated the loan and security agreements with certain lenders and Bank of America, N.A., as administrative agent and collateral agent (as amended from time to time, “Prior ABL Credit Facility”) and entered into an Asset-Based Revolving Credit Agreement with certain lenders, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (as amended from time to time, the “ABL Credit Facility”), providing for a senior secured asset-based revolving credit facility in an initial aggregate principal amount of up to $ 150 million and secured by a first priority lien over certain of our assets and other personal property, subject to certain customary exceptions.
+Added: In accordance with ASC Topic 470, “Debt”, we accounted for the ABL Credit Facility as a debt m odification and unamortized deferred financing costs/modification costs o f $ 0.7 million were rolled into the ABL Credit Facility and will be amortized over the remaining term of the ABL Credit Facility .
+Added: On May 30, 2023, the ABL Credit Facility was amended (“ABL Credit Facility Billings Amendment”) in order to, among other things, increase the commitment amount by $ 450 million, adjust the borrowing base to account for the Billings Acquisition assets, and fund an escrow account to purchase a portion of the hydrocarbon inventory associated with the Billings Acquisition.
+Added: Initially the ABL Credit Facility permitted the issuance of letters of credit of up to $ 65 million;
+Added: with the ABL Credit Facility Billings Amendment this amount increased to $ 250 million.
+Added: On October 4, 2023, we entered into the Second Amendment to the ABL Credit Facility.
+Added: The Second Amendment to the ABL Credit Facility provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $ 900 million, (ii) future incremental increases up to $ 400 million, (iii) the designation of U.S.
+Added: Oil as a borrower under the ABL Credit Facility, (iv) the grant of a security interest in all or substantially all of the assets of each of U.S.
+Added: Oil and certain affiliated entities’ to secure the obligations under the ABL Credit Facility, and (v) amendments to certain defined terms and provisions in the ABL Credit Facility agreement.
+Added: As of December 31, 2023, the ABL Credit Facility had $ 115 million outstanding in revolving loans , and a borrowing base of approxi mately $ 603.7 million.
+Added: The ABL Credit Facility will mature, and the commitments thereunder will terminate on April 26, 2028.
+Added: The interest rates applicable to borrowings under the ABL Credit Facility are based on a fluctuating rate of interest measured by reference to either, at our option, (i) a base rate, plus an applicable margin, or (ii) an Adjusted Term SOFR rate, plus an applicable margin.
+Added: The initial applicable margin for borrowings under the ABL Credit Facility is 0.50 % per annum with respect to base rate borrowings and 1.50 % per annum with respect to SOFR borrowings, and the applicable margin for such borrowings after June 30, 2023 will be based on the our quarterly average excess availability as determined by reference to a borrowing base, ranging from 0.25 % per annum to 0.75 % per annum with respect to base rate borrowings and from 1.25 % per annum to 1.75 % per annum with respect to SOFR borrowings.
+Added: We also pay a de minimis fee for any undrawn amounts available under the ABL Credit Facility.
+Added: The effective interest rate was 2.65 % for the year ended December 31, 2023.
+Added: Under the ABL Credit Agreement, the applicable margins for the ABL Credit Facility and advances under the ABL Credit Facility are as specified below:
Level Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) Term SOFR Loans Base Rate Loans
3 unchanged sentences
1.75 % 0.75 %
−Removed: 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.
−Removed: 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.
−Removed: Oil, and any other Future Intermediation Subsidiary (as defined in the ABL Loan Agreement).
−Removed: 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, among other items, cash and cash equivalents, accounts receivables, and inventory, and excluding the assets of PHR and U.S.
−Removed: 7.75% Senior Secured Notes Due 2025
−Removed: 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.
−Removed: 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: The ABL Credit Facility includes certain customary affirmative and negative covenants, including a minimum financial fixed charge coverage ratio and a minimum borrower group fixed charge coverage ratio.
+Added: In addition, the covenants limit our ability and the ability of our restricted subsidiaries to incur indebtedness, grant liens, make investments, engage in acquisitions, mergers, or consolidations, engage in certain hedging transactions, and pay dividends and other restricted payments.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
+Added: Term Loan Credit Agreement due 2030
+Added: On February 28, 2023, we entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (“Lenders”).
+Added: Pursuant to the Term Loan Credit Agreement, the Lenders made an initial senior secured term loan in the principal amount of $ 550.0 million at a price equal to 98.5 % of its face value.
+Added: The initial loan bears interest at SOFR, as defined below.
+Added: The net proceeds were used to refinance our Term Loan B Facility and repurchase our outstanding 7.75 % Senior Secured Notes and 12.875 % Senior Secured Notes and any remaining net proceeds were used for general corporate purposes.
+Added: We recognized an aggregate of $ 2.8 million in debt modification costs in connection with the refinancing, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023.
+Added: The Term Loan Credit Agreement bears interest at a fluctuating rate per annum equal to either a SOFR rate or base rate “Base Rate”, provided that the Base Rate shall not be below 1.5 %, as defined in the Term Loan Credit Agreement.
+Added: The SOFR rate and Base Rate definitions are summarized below:
+Added: SOFR Rate loan Secured overnight financing rate plus the applicable margin of 4.250 % per annum with a stepdown in the applicable margin of 0.25 % in the event the Company’s credit rating is upgraded to Ba3/BB-,
+Added: Base Rate loan A per annum rate plus the applicable margin of 3.250 %.
+Added: The base rate is the greatest of:
+Added: • a rate as calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (“Federal Funds Rate”) for such day, plus 0.5 %;
+Added: • a rate equal to adjusted term SOFR for a one month interest period as of such day plus 1.0 %;
+Added: • a rate as announced by Wells Fargo (the “Prime Rate”).
+Added: The Term Loan Credit Agreement requires quarterly payments of $ 1.4 million on the last business day of each March, June, September and December, commencing on June 30, 2023, with the balance due upon maturity.
+Added: The Term Loan Credit Agreement matures on February 28, 2030.
+Added: Retail Property Term Loan
+Added: On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan.
+Added: We recognized approximately $ 1.4 million of debt extinguishment costs related to our prepayment of the loan principal, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2021.
+Added: 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 %.
+Added: 7.75 % Senior Secured Notes
On May 24, 2022, and July 14, 2022, we repurchased and cancelled $ 5.0 million and $ 10.0 million in aggregate principal amounts of the 7.75 % Senior Secured Notes at repurchase prices of 97.50 % and 95.00 %, respectively, of the aggregate principal amount of notes repurchased .
We recognized aggregate discounts of $ 0.6 million and incurred aggregate debt extinguishment costs of $ 0.2 million for these repurchases, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2022.
−Removed: As of December 31, 2022, the 7.75% Senior Secured Notes had an outstanding principal balance of $ 281.0 million.
−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 Agreement, 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, Par Petroleum, LLC and Par Petroleum Finance Corp.
−Removed: (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
+Added: On February 28, 2023, we repurchased and cancelled $ 260.6 million in aggregate principal amount of the 7.75 % Senior Secured Notes at a repurchase price of 102.12 % of the aggregate principal amount repurchased.
+Added: On March 17, 2023, we repurchased and cancelled all remaining outstanding 7.75 % Senior Secured Notes at a repurchase price of 101.94 % of the aggregate principal amount repurchased.
+Added: In connection with the termination of the 7.75 % Senior Secured Notes, we recognized debt extinguishment costs of $ 5.9 million associated with debt repurchase premiums and $ 3.4 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023.
+Added: Our 7.75 % Senior Secured Notes bore interest at a rate of 7.75 % per year (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2018).
+Added: Term Loan B Facility
+Added: On February 28, 2023, we terminated and repaid all amounts outstanding under the Term Loan B Facility.
+Added: We recognized debt extinguishment costs of $ 1.7 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023.
+Added: The Term Loan B Facility bore interest at a rate per annum equal to Adjusted LIBOR (as defined in the Term Loan B Facility) plus an applicable margin of 6.75 % or at a rate per annum equal to Alternate Base Rate (as defined in the
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
−Removed: (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 2022 on the Term Loan B was 8.6 %.
−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 Agreement, 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.
−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.
+Added: Term Loan B Facility) plus an applicable margin of 5.75 %.
+Added: In addition to the quarterly interest payments, the Term Loan B Facility required quarterly principal payments of $ 3.1 million.
+Added: 12.875 % Senior Secured Notes
On June 14, 2021, we redeemed $ 36.8 million aggregate principal amount of 12.875 % Senior Secured Notes at a redemption price of 112.875 % of the aggregate principal amount of the notes redeemed, plus the accrued and unpaid interest as of the redemption date.
3 unchanged sentences
We paid premiums of approximately $ 4.1 million upon repurchases of the 12.875 % Senior Secured Notes during the year ended December 31, 2022 and incurred aggregate debt extinguishment costs of $ 1.6 million for these repurchases, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2022.
−Removed: As of December 31, 2022, $ 31.3 million in aggregate principal amount of the 12.875% Senior Secured Notes remained outstanding.
−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 Agreement, and the Washington Refinery Intermediation Agreement.
−Removed: Mid Pac Term Loan
−Removed: Our Mid Pac Term Loan with American Savings Bank, F.S.B.
−Removed: 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.
−Removed: The Mid Pac Term Loan was scheduled to mature on October 18, 2028.
−Removed: On March 12, 2021, we terminated and repaid all amounts outstanding under the Mid Pac Term Loan.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
−Removed: PHL Term Loan
−Removed: On April 13, 2020, PHL, our wholly owned subsidiary, entered into a Term Loan Agreement (“PHL Term Loan”) with American Savings Bank F.S.B., which provided a term loan in the principal amount of approximately $ 6.0 million.
−Removed: The proceeds from the PHL Term Loan were used to finance PHL’s equity in certain real property.
−Removed: The PHL Term Loan bore interest at a fixed rate of 2.750 % per annum.
−Removed: Principal and interest payments were payable monthly based on a 25-year amortization schedule, principal prepayments were allowed with no prepayment charge, and the remaining principal, plus any unpaid interest or other charges, was due on April 15, 2030, the maturity date of the PHL Term Loan.
−Removed: The PHL Term Loan was guaranteed by Par Petroleum, LLC.
−Removed: On February 23, 2021, we terminated and repaid all amounts outstanding under the PHL Term Loan.
+Added: On February 28, 2023, we repurchased and cancelled $ 29 million in aggregate principal amount of the 12.875 % Senior Secured Notes at a repurchase price of 109.044 % of the aggregate principal amount repurchased.
+Added: On March 17, 2023, we repurchased and cancelled all remaining outstanding 12.875 % Senior Secured Notes at a repurchase price of 108.616 % of the aggregate principal amount repurchased.
+Added: In connection with the termination of the 12.875 % Senior Secured Notes, we recognized debt extinguishment costs of $ 2.8 million associated with debt repurchase premiums and $ 1.1 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023.
+Added: The 12.875 % Senior Secured Notes bore interest at an annual rate of 12.875 % per year (payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2021).
+Added: Other long-term debt
+Added: On June 7, 2023, we entered into two promissory notes with a third-party lender to acquire land in Kahului, Hawaii, and Hilo, Hawaii totaling $ 5.1 million.
+Added: The notes bear interest at a fixed rate of 4.625 % per annum and are payable on the first day of each month, commencing on July 1, 2023, until maturity.
+Added: The promissory notes are unsecured and mature on June 7, 2030.
Cross Default Provisions
4 unchanged sentences
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: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
Note 15— Derivatives
5 unchanged sentences
Aron at the termination of the Supply and Offtake Agreement.
−Removed: 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 Agreement and Washington Refinery Intermediation Agreement contain embedded derivatives.
+Added: Our Washington Refinery Intermediation Agreement contained forward purchase obligations for certain volumes of crude oil and refined products that are required to be settled at market prices on a monthly basis.
+Added: We have determined that these obligations under the Supply and Offtake Agreement contain embedded derivatives.
As such, we have accounted for these embedded derivatives at fair value with changes in the fair value recorded in Cost of revenues (excluding depreciation) on our consolidated statements of operations.
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: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
−Removed: Our open futures and OTC swaps expire in April 2024.
+Added: Our open futures and OTC swaps expire in March 2025.
At December 31, 2023, our open commodity derivative contracts represented (in thousands of barrels):
5 unchanged sentences
The following table provides information on these option collars at our refineries as of December 31, 2023:
−Removed: Average barrels per month 67,500
+Added: Total open option collars
Weighted-average strike price - floor (in dollars) $ 61.69
Weighted-average strike price - ceiling (in dollars) $ 82.97
−Removed: Commencement date January 2023
−Removed: Expiry date December 2023
+Added: Earliest commencement date
+Added: Furthest expiry date
+Added: September 2024
Interest Rate Derivatives
−Removed: We are exposed to interest rate volatility in our ABL Revolver, Term Loan B Facility, Supply and Offtake Agreement, and Washington Refinery Intermediation Agreement.
+Added: We are exposed to interest rate volatility in our ABL Credit Facility, LC Facility, Term Loan Credit Agreement, and the Supply and Offtake Agreement.
We may utilize interest rate swaps to manage our interest rate risk.
+Added: On April 12, 2023, we entered into an interest rate collar transaction to manage our interest rate risk related to the Term Loan Credit Agreement.
+Added: The interest rate collar agreement reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $ 300.0 million as of December 31, 2023.
+Added: The terms of the agreement provide for an interest rate cap of 5.50 % and floor of 2.30 %, based on the three month SOFR as of the fixing date.
+Added: We pay variable interest quarterly until the three month SOFR reaches the floor.
+Added: If the three month SOFR is between the floor and the cap, no payment is due to either party.
+Added: If the three month SOFR is greater than the cap, the counterparty pays us.
+Added: The interest rate collar transaction expires on May 31, 2026.
+Added: As of December 31, 2022, we did not hold any interest rate derivative instruments.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
As of December 31, 2020, we had entered into an interest rate swap at an average fixed rate of 3.91 % in exchange for the floating interest rate on the notional amounts due under the Retail Property Term Loan.
−Removed: This swap was set to expire on April 1, 2024, the maturity date of the Retail Property Term Loan.
+Added: This swap was set to expire on May 31, 2026, the maturity date of the Retail Property Term Loan.
On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan and the related interest rate swap.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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, 2023 and 2022 and their placement within our consolidated balance sheets.
2 unchanged sentences
Commodity derivatives (1) Prepaid and other current assets $ 43,356 $ 495
−Removed: Commodity derivatives Other accrued liabilities ( 10,989 ) ( 1,431 )
+Added: Commodity derivatives (2)
+Added: Other accrued liabilities ( 530 ) ( 10,989 )
Aron repurchase obligation derivative Obligations under inventory financing agreements ( 392 ) ( 12,156 )
MLC terminal obligation derivative Obligations under inventory financing agreements — 14,435
+Added: Interest rate derivatives Other liabilities ( 821 ) —
_________________________________________________________
(1) Does not include cash collateral of $ 21.8 million and $ 40.8 million recorded in Prepaid and other current assets as of December 31, 2023, and December 31, 2022, respectively, and $ 9.5 million in Other long-term assets as of both December 31, 2023 and December 31, 2022.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
+Added: (2) Does not include $ 27.2 million recorded in Other accrued liabilities as of December 31, 2023 related to realized derivatives payable.
The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands):
5 unchanged sentences
Interest rate derivatives Interest expense and financing costs, net ( 821 ) — 104
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
Note 16— Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
−Removed: 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.
−Removed: As part of our quantitative impairment test, we compared the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit.
−Removed: In assessing the fair value of the reporting units, we primarily utilized a market approach based on observable multiples for comparable companies within our industry.
−Removed: Our refining reporting units in Hawaii and Washington were fully impaired and the goodwill associated with our retail reporting unit in Washington and Idaho was partially impaired, resulting in a charge of $ 67.9 million in our consolidated statement of operations for the year ended December 31, 2020.
−Removed: The goodwill impairment expense was allocated to the Refining segment ($ 38.1 million) and to the Retail segment ($ 29.8 million).
−Removed: We consider the impairment of our goodwill to be a Level 3 fair value measurement.
−Removed: Investment in Laramie Energy
+Added: Purchase Price Allocation of Billings Acquisition
+Added: The preliminary fair values of the assets acquired and liabilities assumed as a result of the Billings Acquisition were estimated as of June 1, 2023, the date of the acquisition, using valuation techniques described in notes (1) through (5) below.
+Added: Fair Value Technique
+Added: (in thousands)
+Added: Net working capital excluding operating leases $ 294,507 (1)
+Added: Property, plant, and equipment 259,088 (2)
+Added: Operating lease right-of-use assets 3,562 (3)
+Added: Refining and logistics equity investments 86,600 (4)
+Added: Other long-term assets 4,094 (1)
+Added: Current operating lease liabilities ( 2,081 ) (3)
+Added: Long-term operating lease liabilities ( 1,481 ) (3)
+Added: Environmental liabilities ( 18,869 ) (5)
+Added: Total $ 625,420
+Added: _________________________________________________________
+Added: (1) Current assets acquired and liabilities assumed were recorded at their net realizable value.
+Added: Other long-term assets includes preliminary costs for future turnarounds that were recently incurred and were recorded at their fair value.
+Added: (2) The fair value of personal property was estimated using the cost approach.
+Added: Key assumptions in the cost approach include determining the replacement cost by evaluating recent purchases of comparable assets or published data, and adjusting replacement cost for economic and functional obsolescence, location, normal useful lives, and capacity (if applicable).
+Added: The fair value of real property was estimated using the market approach.
+Added: Key assumptions in the market approach include determining the asset value by evaluating recent purchases of comparable assets under similar circumstances.
+Added: We consider this to be a Level 3 fair value measurement.
+Added: (3) Operating lease right-of-use assets and liabilities were recognized based on the present value of lease payments over the lease term using the incremental borrowing rate at acquisition of 9.6 %.
+Added: (4) The fair value of our investments in YELP and YPLC were determined using a combination of the income approach and the market approach.
+Added: Under the income approach, we estimated the present value of expected future cash flows using a market participant discount rate.
+Added: Under the market approach, we estimated fair value using observable multiples for comparable companies in the investments’ industries.
+Added: These valuation methods require us to make significant estimates and assumptions regarding future cash flows, capital projects, commodity prices, long-term growth rates, and discount rates.
+Added: We consider this to be a Level 3 fair value measurement.
+Added: (5) Environmental liabilities are based on management’s best estimates of probable future costs using currently available information.
+Added: We consider this to be a Level 3 fair value measurement.
+Added: Equity Method Investments
We evaluate equity method investments for impairment when factors indicate that a decrease in the value of our investment has occurred and the carrying amount of our investment may not be recoverable.
An impairment loss, based on the difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary.
−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 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.
−Removed: 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 part of our evaluation, we considered the likelihood that New York Mercantile Exchange (“NYMEX”) Henry Hub prices, which declined from an average spot price of $ 2.29 ($/MMBtu) at December 31, 2019 to $ 2.03 ($/MMBtu) in the first quarter of 2020, will recover in the near term.
−Removed: 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 losses from Laramie Energy, LLC on our consolidated statement of operations for the year ended December 31, 2020.
Par West Refinery
1 unchanged sentence
the idling of the assets for more than an insignificant amount of time, the significant cost to restart the refinery, and a lack of a current plan or timeline to restart the refinery.
−Removed: Given the lack of alternative uses of the Par West
+Added: Given the lack of alternative uses of the Par West refinery assets, we impaired all assets that are not expected to be used as part of our ongoing refining operations in Hawaii
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
−Removed: refinery assets, we impaired all assets that are not expected to be used as part of our ongoing refining operations in Hawaii down to their salvage value, which is immaterial.
−Removed: 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: down to their salvage value, which is immaterial.
For the year ended December 31, 2021, we recorded $ 0.2 million of Impairment expense on our consolidated statement of operations related to this idling.
9 unchanged sentences
The valuation of the embedded derivatives related to our J.
−Removed: Aron repurchase and MLC terminal obligations is based on estimates of the prices and differentials assuming settlement at the end of the reporting period.
+Added: Aron repurchase obligation is based on estimates of the prices and differentials assuming settlement at the end of the reporting period.
Estimates of the J.
−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 Agreement and Washington Refinery Intermediation Agreement.
+Added: Aron settlement prices are based on observable inputs, such as Brent indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreement.
Such contractual differentials vary by location and by the type of product, have a weighted average of $ 13.75 per barrel, and range from a discount of $ 7.74 per barrel to a premium of $ 36.07 per barrel as of December 31, 2023.
4 unchanged sentences
Gross Environmental credit obligations
−Removed: Estimates of our gross environmental credit obligations are based on the amount of RINs or other environmental credits required to comply with EPA regulations and the market prices of those RINs or other environmental credits as of the end of the reporting period.
−Removed: The gross environmental credit obligations are classified as a Level 2 instruments as we obtain the pricing inputs for our RINs and other environmental credits from brokers based on market quotes on similar instruments.
−Removed: Please read Note 17—Commitments and Contingencies for further information on the EPA regulations related to greenhouse gases.
+Added: During the quarter ended December 31, 2023, we had a change in estimate in our valuation of our gross environmental credit obligations, due to the settlement of all outstanding prior period environmental credit obligations.
+Added: Beginning in the fourth quarter of 2023, the portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits.
+Added: The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period and classified as Level 2 instruments as we obtain the pricing inputs for the RINs and other environmental credits from brokers based on market quotes on similar instruments.
+Added: Please read Note 18—Commitments and Contingencies for further information on the EPA regulations related to greenhouse gases and our environmental credit obligations.
Financial Statement Impact
5 unchanged sentences
Aron repurchase obligation derivative — — ( 392 ) ( 392 ) — ( 392 )
−Removed: MLC terminal obligation derivative — — 14,435 14,435 — 14,435
+Added: Interest rate derivatives (3) — ( 821 ) — ( 821 ) — ( 821 )
Gross environmental credit obligations (2), (3)
−Removed: Total (3) $ ( 172,529 ) $ ( 557,666 ) $ 2,279 $ ( 727,916 ) $ 169,415 $ ( 558,501 )
+Added: — ( 54,245 ) — ( 54,245 ) — ( 54,245 )
+Added: $ ( 92,417 ) $ ( 195,088 ) $ ( 392 ) $ ( 287,897 ) $ 231,909 $ ( 55,988 )
PAR PACIFIC HOLDINGS, INC.
9 unchanged sentences
Gross environmental credit obligations (2) — ( 549,791 ) — ( 549,791 ) — ( 549,791 )
−Removed: Total (3) $ ( 3,964 ) $ ( 316,017 ) $ ( 37,321 ) $ ( 357,302 ) $ 7,536 $ ( 349,766 )
$ ( 172,529 ) $ ( 557,666 ) $ 2,279 $ ( 727,916 ) $ 169,415 $ ( 558,501 )
+Added: _________________________________________________________
(1) Does not include cash collateral of $ 31.3 million and $ 50.3 million as of December 31, 2023 and 2022, respectively, included within Prepaid and other current assets and Other long-term assets on our consolidated balance sheets.
(2) Does not include RINs assets and other environmental credits of $ 237.6 million and $ 258.2 million presented as Inventories on our consolidated balance sheet and stated at the lower of cost and net realizable value as of December 31, 2023 and 2022, respectively.
−Removed: (3) The interest rate derivative was settled in February 2021, therefore, there is no asset or liability related to the interest rate derivative on December 31, 2022 or 2021.
−Removed: Please read Note 14—Derivatives for further information.
+Added: (3) Does not include environmental liabilities of $ 232.7 million, satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits.
+Added: included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2023.
A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands):
5 unchanged sentences
Balance, end of period $ ( 392 ) $ 2,279 $ ( 37,321 )
+Added: _________________________________________________________
+Added: (1) Included in Cost of revenues (excluding depreciation) on our consolidated statements of operations.
The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2023 and 2022 are as follows (in thousands):
2 unchanged sentences
ABL Credit Facility due 2028 (2)
−Removed: 7.75 % Senior Secured Notes due 2025 (1)
$ 115,000 $ 115,000
−Removed: Term Loan B Facility due 2026 (1) 198,268 201,094
−Removed: 12.875 % Senior Secured Notes due 2026 (1)
+Added: LC Facility due 2024 (2)
+Added: Term Loan Credit Agreement due 2030 (1)
531,112 545,875
+Added: Other long-term debt (1) 4,746 4,387
PAR PACIFIC HOLDINGS, INC.
4 unchanged sentences
Carrying Value Fair Value
−Removed: ABL Credit Facility due 2025 (2) $ — $ —
+Added: Prior ABL Credit Facility due 2025 (2)
7.75 % Senior Secured Notes due 2025 (1) (3)
1 unchanged sentence
Term Loan B Facility due 2026 (1) (3)
+Added: 198,268 201,094
12.875 % Senior Secured Notes due 2026 (1) (3)
1 unchanged sentence
_________________________________________________________
−Removed: (1) The fair value measurements of the 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 ABL Credit Facility is considered Level 3 measurements in the fair value hierarchy.
+Added: (1) The fair value measurements of the Term Loan Credit Agreement, Other long-term debt, 7.75 % Senior Secured Notes, Term Loan B Facility, and 12.875 % Senior Secured Notes are considered Level 2 measurements in the fair value hierarchy as discussed below.
+Added: (2) The fair value measurements of the ABL Credit Facility, LC Facility, and the Prior ABL Credit Facility are considered Level 3 measurements in the fair value hierarchy.
+Added: (3) The 7.75 % Senior Secured Notes, Term Loan B Facility, and 12.875 % Senior Secured Notes were fully repaid in 2023, please read Note 14—Debt for more information.
+Added: The fair value of the Term Loan Credit Agreement, Other long-term debt, 7.75 % Senior Secured Notes, Term Loan B Facility, and 12.875 % Senior Secured Notes were determined using a market approach based on quoted prices.
+Added: The inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy because the Term Loan Credit Agreement, Other long-term debt, 7.75 % Senior Secured Notes, Term Loan B Facility, and 12.875 % Senior Secured Notes may not be actively traded.
+Added: The carrying value of our ABL Credit Facility was determined to approximate fair value as of December 31, 2023.
The fair value of all non-derivative financial instruments recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximated their carrying value due to their short-term nature.
3 unchanged sentences
There are 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, 2023, 2022, and 2021
The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities as of December 31, 2023 and 2022 and their placement within our consolidated balance sheets:
16 unchanged sentences
Operating 7.24 % 7.10 %
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
The following table summarizes the lease costs recognized in our consolidated statements of operations (in thousands):
12 unchanged sentences
The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material.
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
The following table summarizes the supplemental cash flow information related to leases as follows (in thousands):
21 unchanged sentences
Present value of lease liabilities $ 14,258 $ 355,350 $ 369,608
−Removed: Additionally, we have $ 11.6 million and $ 3.8 million in future undiscounted cash flows for operating leases and finance leases that have not yet commenced, respectively.
+Added: Additionally, we have $ 22.5 million in future undiscounted cash flows for operating leases and no future undiscounted cash flows for finance leases that have not yet commenced.
These leases are expected to commence when the lessor has made the equipment or location available to us to operate or begin construction, respectively.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
Sale-Leaseback Transaction
−Removed: 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: On February 11, 2021, Par Hawaii, LLC (“PHL”) and Par Hawaii Property Company, LLC (collectively, the “Sellers”), both our wholly owned subsidiaries, entered into a Purchase Agreement and Escrow Instructions with MDC Coast HI 1, LLC, a subsidiary of Realty Income Corporation (the “Buyer”), and Fidelity National Title Insurance Company, pursuant to which the Sellers and Buyer agreed to consummate a sale-leaseback transaction (the “Sale-Leaseback Transactions”).
Under the terms of the Purchase Agreement, the Sellers agreed to sell to the Buyer a total of twenty-two ( 22 ) retail convenience store/fuel station properties located in Hawaii (the “Sale-Leaseback Properties”) for an aggregate cash purchase price of $ 112.8 million, net of transaction fees.
3 unchanged sentences
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.
−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.
+Added: The initial lease term may be
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
+Added: extended for up to four five-year renewal terms in accordance with the terms of the Lease Agreement.
Under the terms of the Lease Agreement, PHL is responsible for monthly rent and all expenses related to the leased facilities, including, but not limited to, insurance premiums, taxes, and other expenses, such as utilities.
18 unchanged sentences
We believe the likelihood of an unfavorable outcome in these matters to be neither probable nor reasonably estimable.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
Environmental Matters
4 unchanged sentences
Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows.
+Added: Hawaii Consent Decree
+Added: On July 18, 2016, PHR and subsidiaries of Tesoro Corporation (“Tesoro”) entered into a consent decree with the EPA, the U.S.
+Added: Department of Justice and other state governmental authorities concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates (“Consent Decree”), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013.
+Added: On September 29, 2023, we received a letter from EPA related to the alleged violation of certain air emissions limits, controls, monitoring, and repair
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
+Added: requirements under the Consent Decree.
+Added: We are unable to predict the cost to resolve these alleged violations, but resolution will likely involve financial penalties or impose capital expenditure requirements that could be material.
Wyoming Refinery
7 unchanged sentences
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 .
+Added: Washington Climate Commitment Act and Clean Fuel Standard
+Added: In 2021, the Washington legislature passed the Climate Commitment Act (“Washington CCA”), which established a cap and invest program designed to significantly reduce greenhouse gas emissions.
+Added: Rules implementing the Washington CCA by the Washington Department of Ecology set a cap on greenhouse gas emissions, provide mechanisms for the sale and tracking of tradable emissions allowances, and establish additional compliance and accountability measures.
+Added: The Washington CCA became effective in January 2023 and the first auction for emissions allowances took place in February 2023.
+Added: Additionally, a low carbon fuel standard (the “Clean Fuel Standard”) that limits carbon in transportation fuels and enables certain producers to buy or sell credits was also signed into law and became effective in 2023.
+Added: We will be required to purchase compliance credits or allowances if we are unable to reduce emissions at our Tacoma refinery or reduce the amount of carbon in the transportation fuels we sell in Washington, which could have a material impact on our financial condition, results of operations, or cash flows.
+Added: During the third quarter of 2023, we received and responded to a civil investigative demand for information related to our compliance with the Washington CCA.
Regulation of Greenhouse Gases
2 unchanged sentences
In the near term, the RFS will be satisfied primarily with fuel ethanol blended into gasoline or by purchasing renewable credits, referred to as RINs, to maintain compliance.
−Removed: For additional information, please read Item 1.
−Removed: — Business — Environmental Regulations.
−Removed: As of December 31, 2022, our estimate of the renewable volume obligation (“RVO”) liability for the 2021 and 2022 compliance years is based on the RFS volumetric requirements which the EPA finalized on June 3, 2022.
+Added: During the year ended December 31, 2023, we settled all of our 2020, 2021, and 2022 RVO liabilities, which resulted in a gain of $ 102.1 million associated with the difference between the carrying value of the RINs retired and the market value of the RVO settled.
+Added: This gain is included in Cost of revenues (excluding depreciation) on our consolidated statements of operations.
The RFS may present production and logistics challenges for both the renewable fuels and petroleum refining and marketing industries in that we may have to enter into arrangements with other parties or purchase D3 waivers from the EPA to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels.
1 unchanged sentence
We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels.
−Removed: 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 acquisition of PHR), Tesoro Corporation (“Tesoro”), and PHR entered into an Environmental
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
−Removed: Agreement (“Environmental Agreement”) that allocated responsibility for known and contingent environmental liabilities related to the acquisition of PHR, including a consent decree.
+Added: Environmental Agreement
+Added: On September 25, 2013, Par Petroleum, LLC (formerly Hawaii Pacific Energy, a wholly owned subsidiary of Par created for purposes of the acquisition of PHR), Tesoro Corporation (“Tesoro”), and PHR entered into an Environmental Agreement (“Environmental Agreement”) that allocated responsibility for known and contingent environmental liabilities related to the acquisition of PHR, including a consent decree.
Indemnification
2 unchanged sentences
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.
−Removed: Recovery Trusts
−Removed: We emerged from the reorganization of Delta Petroleum Corporation (“Delta”) on August 31, 2012 (“Emergence Date”), when the plan of reorganization (“Plan”) was consummated.
−Removed: On the Emergence Date, we formed the Delta Petroleum General Recovery Trust (“General Trust”).
−Removed: The General Trust was formed to pursue certain litigation against third parties, including preference actions, fraudulent transfer and conveyance actions, rights of setoff and other claims, or causes of action under the U.S.
−Removed: Bankruptcy Code and other claims and potential claims that Delta and its subsidiaries (collectively, “Debtors”) hold against third parties.
−Removed: On February 27, 2018, the Bankruptcy Court entered its final decree closing the Chapter 11 bankruptcy cases of Delta and the other Debtors, discharging the trustee for the General Trust, and finding that all assets of the General Trust were resolved, abandoned, or liquidated and have been distributed in accordance with the requirements of the Plan.
−Removed: In addition, the final decree required the Company or the General Trust, as applicable, to maintain the current accruals owed on account of the remaining claims of the U.S.
−Removed: Government and Noble Energy, Inc.
−Removed: As of December 31, 2022, two related claims totaling approximately $ 22.4 million remained to be resolved and we have accrued approximately $ 0.5 million representing the estimated value of claims remaining to be settled which are deemed probable and estimable at period end.
−Removed: One of the two remaining claims was filed by the U.S.
−Removed: Government for approximately $ 22.4 million relating to ongoing litigation concerning a plugging and abandonment obligation in Pacific Outer Continental Shelf Lease OCS-P 0320, comprising part of the Sword Unit in the Santa Barbara Channel, California.
−Removed: The second unliquidated claim, which is related to the same plugging and abandonment obligation, was filed by Noble Energy Inc., the operator and majority interest owner of the Sword Unit.
−Removed: We believe the probability of issuing stock to satisfy the full claim amount is remote, as the obligations upon which such proof of claim is asserted are joint and several among all working interest owners and Delta, our predecessor, only owned an approximate 3.4 % aggregate working interest in the unit.
−Removed: The settlement of claims is subject to ongoing litigation and we are unable to predict with certainty how many shares will be required to satisfy all claims.
−Removed: Pursuant to the Plan, allowed claims are settled at a ratio of 54.4 shares per $1,000 of claim.
Major Customers
2 unchanged sentences
No other customer accounted for more than 10% of our consolidated revenues during the years ended December 31, 2023, 2022, and 2021.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
Note 19— Stockholders’ Equity
2 unchanged sentences
Our debt agreements restrict the payment of dividends.
−Removed: Registration Rights Agreement
−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”).
−Removed: 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.
−Removed: We are required to use commercially reasonable efforts to cause the registration statement to be declared effective as soon as practicable after such filing.
−Removed: In addition, subject to certain exceptions, if we propose to register any class of common stock for sale to the public, we are required, subject to certain conditions, to include all Registrable Shares with respect to which we have received written requests for inclusion.
−Removed: In connection with the closing of a private placement, we entered into an additional registration rights agreement with the purchasers of the shares.
−Removed: Under this registration rights agreement, we agreed to file a registration statement relating to the shares of common stock with the SEC within 60 days after the closing date of the sale which would be declared effective within 180 days of the closing date of the sale.
−Removed: We also agreed to use commercially reasonable efforts to keep the registration statement effective until the earliest to occur of (i) the disposition of all registrable securities, (ii) the availability under Rule 144 of the Securities Act of 1933, as amended, for each holder of registrable securities to immediately freely resell such registrable securities without volume restrictions, or (iii) the third anniversary of the effective date of the registration statement.
−Removed: This registration rights agreement also provides the right for a holder or group of holders of more than $ 50 million of registrable securities to demand that we conduct an underwritten public offering of the registrable securities.
−Removed: However, the demanding holders are limited to a total of three such underwritten offerings, with no more than one demand request for an underwritten offering made in any 365 day period.
−Removed: Additionally, this registration rights agreement contains customary indemnification rights and obligations for both us and the holders of registrable securities.
−Removed: If this registration statement does not remain effective for the applicable effectiveness period described above then from that date until cured, we must pay, as liquidated damages and not as a penalty, an amount in cash equal to 0.25 % of the purchaser’s allocated purchase price per calendar month, not to exceed 0.75 % of the allocated purchase price.
−Removed: 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.
Issuance of Common Stock
3 unchanged sentences
We completed the issuance of these shares on March 19, 2021.
−Removed: The net proceeds from the Equity Offering were
+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.
+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 with no specified end date.
+Added: On August 2, 2023, the Board approved expanding the Company’s share repurchase authorization from $ 50 million to $ 250 million.
+Added: Under the share repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal and state laws.
+Added: The share repurchase program does not have
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
−Removed: approximately $ 87.2 million, after deducting underwriting discounts and commissions and offering expenses.
−Removed: 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.
−Removed: Share Repurchase Program
−Removed: 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.
−Removed: 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.
−Removed: The share repurchase program does not have a specified end date and may be limited or terminated at any time without prior notice.
+Added: a specified end date and may be limited or terminated at any time without prior notice.
During the years ended December 31, 2023 and 2022, 1,841 thousand and 420 thousand shares were repurchased under this share repurchase program for a total of $ 62.1 million and $ 5.8 million, respectively.
+Added: The repurchased shares were retired by the Company upon receipt.
+Added: As of December 31, 2023, there was $ 181.8 million of authorization remaining under this share repurchase program.
Incentive Plans
25 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
−Removed: 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):
+Added: The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Incentive Plan and Stock Purchase Plan (in thousands):
Years Ended December 31,
33 unchanged sentences
Fair value of restricted stock awards and restricted stock units vested $ 6,677 $ 5,718 $ 4,370
−Removed: As of December 31, 2022 and 2021, there were approximately $ 8.8 million and $ 9.0 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 1.69 years and 1.74 years, respectively.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
+Added: As of December 31, 2023 and 2022, there were approximately $ 11.4 million and $ 8.8 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.46 years and 1.69 years, respectively.
Performance Restricted Stock Units
21 unchanged sentences
The weighted-average assumptions used to measure stock options granted during 2022 and 2021 are presented below.
−Removed: 2022 2021 2020
+Added: There were no stock options granted in 2023.
Expected life from date of grant (in years) 5.3 5.3
1 unchanged sentence
Risk-free interest rate 1.83 % 0.64 %
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
The following table summarizes our stock option activity (in thousands, except per share amounts and term years):
3 unchanged sentences
Outstanding balance at December 31, 2022 2,020 $ 17.92 4.3 $ 10,779
−Removed: Issued 449 14.91
Exercised ( 705 ) 19.68
2 unchanged sentences
Exercisable, end of year 873 $ 17.60 3.2 $ 16,390
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
The estimated weighted-average grant-date fair value per share of options granted during the year ended December 31, 2022 and 2021, was $ 7.44 , and $ 7.72 , respectively.
+Added: No options were granted during the year ended December 31, 2023.
As of December 31, 2023 and 2022, there were approximately $ 2.1 million and $ 3.7 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.40 years and 1.79 years, respectively.
2 unchanged sentences
We maintain defined contribution plans for our employees.
−Removed: All eligible employees, including our U.S.
−Removed: Oil & Refining Co.
−Removed: employees beginning January 1, 2020, may participate in our Par plan after thirty days of service.
+Added: All eligible employees may participate in our Par plan after thirty days of service.
For all employees participating in the Par plan, excluding participating U.S.
27 unchanged sentences
Plan amendment
−Removed: Actuarial gain (1) ( 15,178 ) ( 2,508 )
+Added: Actuarial loss (gain) (1) 1,362 ( 15,178 )
Benefits paid
11 unchanged sentences
____________________________________________________
+Added: (1) For the year ended December 31, 2023, the change in the actuarial loss was due to a decrease in the discount rate.
For the year ended December 31, 2022, the change in the actuarial gain was due to an increase in the discount rate.
−Removed: 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.
The underfunded status of our Benefit Plans is recorded within Other liabilities on our consolidated balance sheets and the funded status of our Benefit Plans is recorded within Other long-term assets on our consolidated balance sheets.
−Removed: The reconciliation of the underfunded status of our Benefit Plans of December 31, 2022 and 2021 was as follows:
+Added: The reconciliation of the funding status of our Benefit Plans of December 31, 2023 and 2022 was as follows:
WY Refining U.S.
11 unchanged sentences
____________________________________________________
−Removed: (1) For the year ended December 31, 2022, we recognized an immaterial amount of service costs in accumulated other comprehensive income.
+Added: (1) For the years ended December 31, 2023 and 2022, we recognized an immaterial amount of service costs (credits) 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 credit for the years ended December 31, 2022, 2021, and 2020 includes the following components:
+Added: The net periodic benefit cost (credit) for the years ended December 31, 2023, 2022, and 2021 includes the following components:
2023 2022 2021
−Removed: Components of net periodic benefit (credit):
+Added: Components of net periodic benefit cost (credit):
Service cost $ 494 $ 821 $ 1,140
4 unchanged sentences
Effect of curtailment — — ( 2,032 )
−Removed: Net periodic benefit credit $ ( 234 ) $ ( 1,484 ) $ 843
+Added: Net periodic benefit cost (credit) $ 98 $ ( 234 ) $ ( 1,484 )
The Service cost component of net periodic benefit cost is included in Operating expense (excluding depreciation) on our consolidated statement of operations for the years ended December 31, 2023, 2022, and 2021.
23 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 do no t intend to make any contributions to the Wyoming Refining plan or U.S.
+Added: We intend to make contributions in the amount of approximately $ 0.5 million to the Wyoming Refining plan and do not intend to make any contributions to the U.S.
Oil plan during 2024.
1 unchanged sentence
Thereafter 13,698
−Removed: 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.
−Removed: The common stock warrants are included in the calculation of basic income (loss) per share for the year ended December 31, 2020, because they were issuable for minimal consideration.
−Removed: As of March 31, 2020, the previously outstanding common stock warrants had been exercised for common stock and no warrants were outstanding.
PAR PACIFIC HOLDINGS, INC.
2 unchanged sentences
For the Years Ended December 31, 2023, 2022, and 2021
+Added: Note 21— Income (Loss) Per Share
The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts):
14 unchanged sentences
________________________________________________________
−Removed: ________________________________________________________
(1) 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 years ended December 31, 2021 and 2020.
−Removed: (2) We had no 5.00 % Convertible Senior Notes outstanding for the year ended December 31, 2022 .
+Added: We have utilized the basic shares outstanding to calculate both basic and diluted loss per common share for the year ended December 31, 2021.
+Added: (2) We had no 5.00 % Convertible Senior Notes outstanding for the years ended December 31, 2023 and 2022.
Note 22— Income Taxes
−Removed: As of December 31, 2022, we had approximately $ 1.2 billion in net operating loss carryforwards (“NOL carryforwards”);
−Removed: however, we currently have a valuation allowance against this and substantially all of our other deferred tax assets.
−Removed: In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
−Removed: 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, 2023, we recorded an income tax benefit of $ 115.3 million primarily driven by a non-cash deferred tax benefit of $ 277.7 million related to the release of a majority of the valuation allowance against our federal net deferred tax assets, partially offset by deferred tax expense from net operating loss utilization and state tax expense.
For the year ended December 31, 2022, we recorded an income tax expense of $ 0.7 million primarily driven by an increase in state taxable income.
For the year ended December 31, 2021, we recorded an income tax expense of $ 1.0 million primarily driven by foreign withholding taxes.
−Removed: 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.
−Removed: Management continues to conclude that we did not meet the “more likely than not” requirement in order to recognize deferred tax assets on the remaining amounts and a valuation allowance has been recorded for substantially all of our net deferred tax assets at December 31, 2022 and 2021.
In connection with our emergence from bankruptcy on August 31, 2012, we experienced an ownership change as defined under Section 382 of the Code.
3 unchanged sentences
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.
−Removed: 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, 2022.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue.
2 unchanged sentences
therefore, we expect to incur state tax liabilities in connection with our refining, logistics, and retail operations.
−Removed: We will continue to assess the realizability of our deferred tax assets based on consideration of actual operating results.
−Removed: If sufficient positive evidence of improving actual operating results becomes available, the amount of the deferred tax asset considered more likely than not to be recognized would be increased with a corresponding reduction in income tax expense in the period recorded.
+Added: In the fourth quarter of 2023, we analyzed projections for our future taxable income and the absence of objective negative evidence, such as a cumulative loss in recent years.
+Added: As a result of this analysis we determined that we have sufficient
+Added: PAR PACIFIC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: For the Years Ended December 31, 2023, 2022, and 2021
+Added: positive evidence to release a majority of the valuation allowance against our federal net deferred tax assets and recognized a non-cash deferred tax benefit o f $ 277.7 million f or the year ended December 31, 2023.
+Added: We retain a partial valuation allowance on a foreign tax credit and certain state deferred tax assets primarily as a result of apportionment factors from minimal activity in certain states impacting assessed likelihood of future realizability.
+Added: We will continue to reassess whether the balance of the valuation allowance is appropriate on a quarterly basis and, given the totality of the facts and circumstances, both positive and negative, will adjust the remaining valuation allowance in future periods if the evidence supports doing so.
Income tax expense (benefit) consisted of the following (in thousands):
16 unchanged sentences
Permanent items 0.4 % 0.4 % ( 0.6 ) %
+Added: 2.2 % — % — %
Actual income tax rate ( 18.8 ) % 0.2 % ( 1.3 ) %
8 unchanged sentences
Environmental credit obligations 11,280 71,424
+Added: ROU Liabilities
+Added: 87,686 89,879
Other 13,313 5,332
5 unchanged sentences
Property and equipment 90,882 54,124
+Added: Intangible assets 511 —
+Added: 89,087 91,112
Total deferred tax liabilities 183,161 151,127
−Removed: Total deferred tax liability, net $ ( 5,661 ) $ ( 5,385 )
+Added: Total deferred tax assets (liabilities), net (1)
+Added: $ 120,606 $ ( 5,661 )
+Added: ______________________________________________________
+Added: (1) As of December 31, 2023, deferred tax assets (liabilities), net, is included in Other long-term assets on our consolidated balance sheets.
+Added: As of December 31, 2022, deferred tax assets (liabilities), net, is included in Other liabilities on our consolidated balance sheets.
We have NOL carryforwards as of December 31, 2023 of $ 0.9 billion for federal income tax purposes.
If not utilized, approximately $ 0.7 billion of our NOL carryforwards will expire during 2030 through 2037.
−Removed: Approximately $ 0.2 billion of our NOL carryforwards do not expire.
+Added: Approxim ately $ 0.2 billion of our NOL carryforwards do not expire.
+Added: We do not have any unrecognized tax benefits as of December 31, 2023.
PAR PACIFIC HOLDINGS, INC.
11 unchanged sentences
Depreciation and amortization 81,017 25,122 11,462 2,229 119,830
−Removed: Loss (gain) on sale of assets, net 1 ( 253 ) 56 27 ( 169 )
+Added: Impairment expense — — — — —
General and administrative expense (excluding depreciation) — — — 91,447 91,447
+Added: Equity earnings from refining and logistics investments
+Added: ( 7,363 ) ( 4,481 ) — — ( 11,844 )
Acquisition and integration costs — — — 17,482 17,482
+Added: Par West redevelopment and other costs
+Added: — — — 11,397 11,397
+Added: Loss (gain) on sale of assets, net 219 — ( 308 ) 30 ( 59 )
Operating income (loss) $ 676,161 $ 69,744 $ 56,603 $ ( 122,502 ) $ 680,006
1 unchanged sentence
Debt extinguishment and commitment costs ( 19,182 )
−Removed: Gain on curtailment of pension obligation —
−Removed: Other income, net 613
+Added: Other expense, net ( 53 )
+Added: Equity earnings from Laramie Energy, LLC 24,985
Income before income taxes 613,306
−Removed: Income tax expense ( 710 )
+Added: Income tax benefit 115,336
Net income $ 728,642
14 unchanged sentences
Impairment expense — — — — —
−Removed: Loss on sale of assets, net ( 19,659 ) ( 19 ) ( 45,034 ) 15 ( 64,697 )
General and administrative expense (excluding depreciation) — — — 62,396 62,396
Acquisition and integration costs — — — 3,663 3,663
+Added: Par West redevelopment and other costs 9,003 — — — 9,003
+Added: Loss (gain) on sale of assets, net 1 ( 253 ) 56 27 ( 169 )
Operating income (loss) $ 401,901 $ 54,049 $ 49,238 $ ( 67,285 ) $ 437,903
2 unchanged sentences
Gain on curtailment of pension obligation —
−Removed: Other expense, net ( 52 )
−Removed: Loss before income taxes ( 80,276 )
+Added: Other income, net 613
+Added: Income before income taxes 364,899
Income tax expense ( 710 )
−Removed: Net loss $ ( 81,297 )
+Added: Net income $ 364,189
Total assets $ 2,580,298 $ 412,336 $ 244,233 $ 43,780 $ 3,280,647
15 unchanged sentences
Acquisition and integration costs — — — 87 87
+Added: Par West redevelopment and other costs 9,591 — — — 9,591
+Added: Loss (gain) on sale of assets, net ( 19,659 ) ( 19 ) ( 45,034 ) 15 ( 64,697 )
Operating income (loss) $ ( 88,799 ) $ 51,159 $ 81,249 $ ( 51,228 ) $ ( 7,619 )
Interest expense and financing costs, net ( 66,493 )
−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: Debt extinguishment and commitment costs ( 8,144 )
+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 )
4 unchanged sentences
(1) Includes eliminations of intersegment revenues and cost of revenues of $ 402.2 million for the year ended December 31, 2021.
−Removed: Note 23— Related Party Transactions
−Removed: Convertible Notes Offering
−Removed: 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: 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.
−Removed: In June 2021, the remaining aggregate principal amount of the 5.00% Convertible Senior Notes were paid in full at maturity.
−Removed: Please read Note 13—Debt for further discussion.
−Removed: Equity Group Investments (“EGI”) - Service Agreement
−Removed: 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 5 % 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 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.
−Removed: PAR PACIFIC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: For the Years Ended December 31, 2022, 2021, and 2020
−Removed: 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.
−Removed: There were no costs incurred related to this agreement during the years ended December 31, 2022, 2021, or 2020.
−Removed: Note 24— Subsequent Events
−Removed: Refinancing of Term Loan B
−Removed: On February 14, 2023, we priced the proposed private $ 550 million aggregate principal amount senior secured term loan B due 2030.
−Removed: We intend to use the proceeds from the proposed term loan to refinance the Company’s existing Term Loan B Facility and its outstanding Notes (as described below) and for general corporate purposes.
−Removed: Tender Offers
−Removed: On February 15, 2023, we announced the commencement of cash tender offers (the “Tender Offers”) for the purchase by PPL of any and all of the (i) 7.75% Senior Secured Notes and (ii) 12.875% Senior Secured Notes (together, the “Notes”).
−Removed: The Tender Offers were for cash consideration of $ 1,021.20 per $1,000 principal amount of 7.75% Senior Secured Notes and $ 1,090.44 per $1,000 principal amount of 12.875% Senior Secured Notes, plus an amount equal to any accrued and unpaid interest.
−Removed: The Tender Offers expired on February 23, 2023, and $ 260.6 million, or approximately 92.74 %, of the 7.75% Senior Secured Notes and $ 29.0 million, or approximately 92.73 %, of the 12.875% Senior Secured Notes were validly tendered and not validly withdrawn, In addition, $ 270 thousand aggregate principal amount of the 7.75% Senior Secured Notes were tendered subject to guaranteed delivery procedures.
−Removed: Subject to raising at least $ 550 million in gross proceeds under the proposed term loan, we expect to accept for payment all notes validly tendered during the offering period and all notes properly delivered under guaranteed delivery procedures and expects to make payment on all such notes on February 28, 2023.
−Removed: As described below, we have exercised optional redemption rights with respect to any outstanding Notes and intend to satisfy and discharge each indenture governing the Notes, as applicable, on the settlement date.
−Removed: Redemption of Notes
−Removed: On February 15, 2023, we issued notices of conditional redemption (collectively, the “Redemption”) for each series of the Notes pursuant to the applicable agreements, in each case subject to the successful refinancing of Term Loan B.
−Removed: In connection with the above, (i) the ABL Borrowers and the lenders, and Bank of America, N.A., as administrative agent, entered into the First Amendment, dated as of February 14, 2023, to Amended and Restated Loan and Security Agreement, dated as of February 2, 2022, (ii) Par Hawaii Refining, LLC, PPL and J.
−Removed: Aron & Company, LLC entered into the Amendment, dated as of February 13, 2023, to Second Amended and Restated Supply and Offtake Agreement, dated as of June 1, 2021, and (iii) U.S.
−Removed: Oil & Refining Co., PPL and Merrill Lynch Commodities, Inc.
−Removed: entered into a letter agreement dated February 15, 2023, in each case, to facilitate the refinancing and tender offers noted.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
29 unchanged sentences
Long-term liabilities
−Removed: Finance lease liabilities — 17
Operating lease liabilities 8,462 3,273
6 unchanged sentences
Additional paid-in capital 860,797 836,491
−Removed: Accumulated deficit ( 200,687 ) ( 559,117 )
+Added: Accumulated earnings (deficit) 465,856 ( 200,687 )
Accumulated other comprehensive income (loss) 8,174 8,129
18 unchanged sentences
Interest expense and financing costs, net ( 24 ) ( 1 ) ( 2,600 )
−Removed: Other expense, net ( 20 ) ( 33 ) ( 3 )
−Removed: Change in value of common stock warrants — — 4,270
+Added: Other income (expense), net 44 ( 20 ) ( 33 )
Equity in earnings (losses) from subsidiaries 759,528 388,008 ( 63,649 )
1 unchanged sentence
Income (loss) before income taxes 728,642 364,551 ( 81,271 )
−Removed: Income tax expense ( 362 ) ( 26 ) ( 177 )
+Added: Income tax benefit (expense) — ( 362 ) ( 26 )
Net income (loss) $ 728,642 $ 364,189 $ ( 81,297 )
8 unchanged sentences
Net income (loss) $ 728,642 $ 364,189 $ ( 81,297 )
−Removed: Other comprehensive income (loss):
−Removed: Other post-retirement benefits income (loss), net of tax 5,627 6,244 ( 4,324 )
−Removed: Total other comprehensive income (loss), net of tax 5,627 6,244 ( 4,324 )
+Added: Other comprehensive income:
+Added: Other post-retirement benefits income, net of tax 45 5,627 6,244
+Added: Total other comprehensive income, net of tax 45 5,627 6,244
Comprehensive income (loss) $ 728,687 $ 369,816 $ ( 75,053 )
____________________________________________________
−Removed: (1) Other comprehensive income (loss) relates to benefit plans at our subsidiaries.
+Added: (1) Other comprehensive income relates to benefit plans at our subsidiaries.
This statement should be read in conjunction with the notes to consolidated financial statements.
11 unchanged sentences
Non-cash interest expense — — 1,364
−Removed: Change in value of common stock warrants — — ( 4,270 )
Loss (gain) on sale of assets, net 30 27 15
10 unchanged sentences
Due to (from) subsidiaries ( 13,408 ) 5,645 29,752
−Removed: Proceeds from sale of assets — — 14
Net cash provided by (used in) investing activities 75,924 4,334 ( 27,247 )
3 unchanged sentences
Repayments of borrowings — ( 9,319 ) ( 62,111 )
+Added: Purchase of common stock for retirement ( 67,821 ) ( 7,834 ) ( 2,145 )
+Added: Exercise of stock options 17,129 6,444 58
Other financing activities, net 1,631 1,058 1,208
35 unchanged sentences
Timothy Clossey
−Removed: MELVIN COOPER Director
−Removed: Melvin Cooper
/s/ CURTIS ANASTASIO Director
7 unchanged sentences
Philip Davidson
+Added: /s/ PATRICIA MARTINEZ
+Added: Patricia Martinez
+Added: /s/ AARON ZELL
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.