PAR PACIFIC HOLDINGS, INC. 10-Q

Item 1. FINANCIAL STATEMENTS PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share data) March 31, 2024 December 31, 2023 ASSETS Current assets Cash and cash equivalents $ 228,298 $ 279,107 Restricted cash 341 339 Total cash, cash equivalents, and restricted cash 228,639 279,446 Trade accounts receivable, net of allowances of $ 0.2 million and $ 0.2 million at March 31, 2024 and December 31, 2023, respectively 448,479 367,249 Inventories 1,133,069 1,160,395 Prepaid and other current assets 48,320 182,405 Total current assets 1,858,507 1,989,495 Property, plant, and equipment Property, plant, and equipment 1,608,311 1,577,801 Less accumulated depreciation and amortization ( 503,775 ) ( 478,413 ) Property, plant, and equipment, net 1,104,536 1,099,388 Long-term assets Operating lease right-of-use (“ROU”) assets 341,405 346,454 Refining and logistics equity investments 88,315 87,486 Investment in Laramie Energy, LLC 18,842 14,279 Intangible assets, net 10,254 10,918 Goodwill 129,275 129,275 Other long-term assets 220,542 186,655 Total assets $ 3,771,676 $ 3,863,950 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ 4,226 $ 4,255 Obligations under inventory financing agreements 662,688 594,362 Accounts payable 436,188 391,325 Accrued taxes 36,792 40,064 Operating lease liabilities 68,841 72,833 Other accrued liabilities 239,027 421,762 Total current liabilities 1,447,762 1,524,601 Long-term liabilities Long-term debt, net of current maturities 635,283 646,603 Finance lease liabilities 13,375 12,438 Operating lease liabilities 283,099 282,517 Other liabilities 80,818 62,367 Total liabilities 2,460,337 2,528,526 Commitments and contingencies (Note 15) Stockholders’ equity Preferred stock, $ 0.01 par value: 3,000,000 shares authorized, none issued — — Common stock, $ 0.01 par value; 500,000,000 shares authorized at March 31, 2024 and December 31, 2023, 59,070,467 shares and 59,755,844 shares issued at March 31, 2024 and December 31, 2023, respectively 590 597 Additional paid-in capital 872,954 860,797 Accumulated earnings 429,675 465,856 Accumulated other comprehensive income 8,120 8,174 Total stockholders’ equity 1,311,339 1,335,424 Total liabilities and stockholders’ equity $ 3,771,676 $ 3,863,950 See accompanying notes to the condensed consolidated financial statements. 1 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share amounts) Three Months Ended March 31, 2024 2023 Revenues $ 1,980,835 $ 1,685,209 Operating expenses Cost of revenues (excluding depreciation) 1,747,478 1,289,020 Operating expense (excluding depreciation) 153,260 83,120 Depreciation and amortization 32,656 24,360 General and administrative expense (excluding depreciation) 41,755 19,286 Equity earnings from refining and logistics investments ( 6,094 ) — Acquisition and integration costs 243 5,271 Par West redevelopment and other costs 1,971 2,750 Loss on sale of assets, net 51 — Total operating expenses 1,971,320 1,423,807 Operating income 9,515 261,402 Other income (expense) Interest expense and financing costs, net ( 17,884 ) ( 16,250 ) Debt extinguishment and commitment costs — ( 17,720 ) Other loss, net ( 2,576 ) ( 35 ) Equity earnings from Laramie Energy, LLC 4,563 10,706 Total other expense, net ( 15,897 ) ( 23,299 ) Income (loss) before income taxes ( 6,382 ) 238,103 Income tax benefit (expense) 2,631 ( 213 ) Net income (loss) $ ( 3,751 ) $ 237,890 Income (loss) per share Basic $ ( 0.06 ) $ 3.96 Diluted $ ( 0.06 ) $ 3.90 Weighted-average number of shares outstanding Basic 58,992 60,111 Diluted 58,992 61,047 See accompanying notes to the condensed consolidated financial statements. 2 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (in thousands) Three Months Ended March 31, 2024 2023 Net income (loss) $ ( 3,751 ) $ 237,890 Other comprehensive income (loss): Other post-retirement benefits loss, net of tax ( 54 ) ( 11 ) Total other comprehensive loss, net of tax ( 54 ) ( 11 ) Comprehensive income (loss) $ ( 3,805 ) $ 237,879 See accompanying notes to the condensed consolidated financial statements. 3 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Three Months Ended March 31, 2024 2023 Cash flows from operating activities: Net Income (Loss) $ ( 3,751 ) $ 237,890 Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization 32,656 24,360 Debt extinguishment and commitment costs — 17,720 Non-cash interest expense 1,412 898 Deferred taxes ( 2,631 ) 67 Loss on sale of assets, net 51 — Stock-based compensation 16,410 2,317 Unrealized (gain) loss on derivative contracts 43,849 ( 13,670 ) Equity earnings from Laramie Energy, LLC ( 4,563 ) ( 10,706 ) Equity earnings from refining and logistics investments ( 6,094 ) — Dividends received from refining and logistics investments 5,265 — Net changes in operating assets and liabilities: Trade accounts receivable ( 81,167 ) ( 24,906 ) Prepaid and other assets 90,745 21,084 Inventories 27,269 112,340 Deferred turnaround expenditures ( 13,347 ) — Obligations under inventory financing agreements 65,883 ( 43,910 ) Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities ( 146,556 ) ( 184,389 ) Net cash provided by operating activities 25,431 139,095 Cash flows from investing activities: Capital expenditures ( 22,642 ) ( 13,213 ) Proceeds from sale of assets and other 10 50 Return of capital from Laramie Energy, LLC — 10,706 Net cash used in investing activities ( 22,632 ) ( 2,457 ) Cash flows from financing activities: Proceeds from borrowings 527,000 541,750 Repayments of borrowings ( 545,565 ) ( 521,256 ) Net borrowings on deferred payment arrangements and receivable advances 2,443 22,407 Payment of deferred loan costs ( 3,377 ) ( 4,210 ) Purchase of common stock for retirement ( 34,107 ) ( 2,569 ) Exercise of stock options — 6,374 Payments for debt extinguishment and commitment costs — ( 8,742 ) Net cash provided by (used in) financing activities ( 53,606 ) 33,754 Net increase (decrease) in cash, cash equivalents, and restricted cash ( 50,807 ) 170,392 Cash, cash equivalents, and restricted cash at beginning of period 279,446 494,926 Cash, cash equivalents, and restricted cash at end of period $ 228,639 $ 665,318 Supplemental cash flow information: Net cash paid for: Interest $ ( 16,320 ) $ ( 20,042 ) Taxes ( 3,155 ) ( 454 ) Non-cash investing and financing activities: Accrued capital expenditures $ 20,313 $ 4,328 ROU assets obtained in exchange for new finance lease liabilities 1,544 731 ROU assets obtained in exchange for new operating lease liabilities 18,756 8,380 ROU assets terminated in exchange for release from finance lease liabilities — — ROU assets terminated in exchange for release from operating lease liabilities 4,177 — See accompanying notes to the condensed consolidated financial statements. 4 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) (in thousands) Accumulated Additional Accumulated Other Common Stock Paid-In (Deficit) Comprehensive Total Shares Amount Capital Earnings Income Equity Balance, December 31, 2022 60,471 $ 604 $ 836,491 $ ( 200,687 ) $ 8,129 $ 644,537 Stock-based compensation 340 — 2,317 — — 2,317 Purchase of common stock for retirement ( 81 ) — ( 3,114 ) — — ( 3,114 ) Exercise of stock options 300 6 6,368 — — 6,374 Other comprehensive loss — — — — ( 11 ) ( 11 ) Net income — — — 237,890 — 237,890 Balance, March 31, 2023 61,030 $ 610 $ 842,062 $ 37,203 $ 8,118 $ 887,993 Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Total Shares Amount Capital Earnings Income Equity Balance, December 31, 2023 59,756 $ 597 $ 860,797 $ 465,856 $ 8,174 $ 1,335,424 Stock-based compensation 327 2 16,408 — — 16,410 Purchase of common stock for retirement ( 1,013 ) ( 9 ) ( 4,251 ) ( 32,430 ) — ( 36,690 ) Other comprehensive loss — — — — ( 54 ) ( 54 ) Net loss — — — ( 3,751 ) — ( 3,751 ) Balance, March 31, 2024 59,070 $ 590 $ 872,954 $ 429,675 $ 8,120 $ 1,311,339 See accompanying notes to the condensed consolidated financial statements. 5 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 Note 1 — Overview Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) provide both renewable and conventional fuels to the western United States. Currently, we operate in three primary business segments: 1) Refining - We own and operate four refineries. Our refineries in Kapolei, Hawaii, Newcastle, Wyoming, Tacoma, Washington, and Billings, Montana, convert crude oil into gasoline, distillate, asphalt and other products to serve the state of Hawaii and areas ranging from Washington state to the Dakotas and Wyoming. 2) Retail - We operate fuel retail outlets in Hawaii, Washington, and Idaho. We operate convenience stores and fuel retail sites under our “Hele” and “nomnom” brands, “76” branded fuel retail sites and other sites operated by third parties that sell gasoline, diesel, and retail merchandise such as soft drinks, prepared foods, and other sundries. We also operate unattended cardlock stations. 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions. This network includes a single point mooring (“SPM”) in Hawaii, a unit train-capable rail loading terminal in Washington, and other terminals, pipelines, trucking operations, marine vessels, storage facilities, loading and truck racks, and rail facilities for the movement of petroleum, refined products, and ethanol in and among the Hawaiian islands, between the U.S. West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming. As of March 31, 2024, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”). Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. As of March 31, 2024, 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. Note 2— Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of Par and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our condensed consolidated financial statements for prior periods have been reclassified to conform with the current presentation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2023 was derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. Allowance for Credit Losses We are exposed to credit losses primarily through our sales of refined products. Credit limits and/or prepayment requirements are set based on such factors as the customer’s financial results, credit rating, payment history, and industry and are reviewed annually for customers with material credit limits. Credit allowances are reviewed at least quarterly based on changes in the customer’s creditworthiness due to economic conditions, liquidity, and business strategy as publicly reported and 6 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 through discussions between the customer and the Company. We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable. We did not have a material change in our allowances on trade receivables during the three months ended March 31, 2024 or 2023. Cost Classifications Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our environmental credit obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains and losses on derivatives and inventory valuation adjustments. Certain direct operating expenses related to our logistics segment are also included in Cost of revenues (excluding depreciation). Operating expense (excluding depreciation) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, and environmental compliance costs, as well as chemicals and catalysts and other direct operating expenses. The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2024 2023 Cost of revenues $ 6,743 $ 4,999 Operating expense 18,825 12,404 General and administrative expense 473 502 Recent Accounting Pronouncements There have been no developments to recent accounting pronouncements, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. Note 3— Refining and Logistics Equity Investments Yellowstone Energy Limited Partnership On June 1, 2023, we completed the Billings Acquisition and acquired a 65 % limited partnership ownership interest in YELP. YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power production for the local utility grid. We account for our investment in YELP using the equity method as we have the ability to exert significant influence over, but do not control its operating and financial policies. Our proportionate share of YELP’s net income and the depreciation of our basis difference are included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations, and reported as part of our refining segment. Please read Note 19—Segment Information for further information on our reporting segments. Our proportionate share of YELP’s net income (loss) is recorded on a one-month lag. The change in our equity investment in YELP is as follows (in thousands): Three Months Ended March 31, 2024 Beginning balance $ 59,824 Equity earnings from YELP 4,465 Depreciation of basis difference ( 348 ) Dividends received ( 5,265 ) Ending balance $ 58,676 Yellowstone Pipeline Company 7 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 On June 1, 2023, we completed the Billings Acquisition and acquired a 40 % ownership interest in YPLC. YPLC owns a refined products pipeline that begins at our Montana refinery and transports refined product throughout Montana and the Pacific Northwest. We account for our ownership interest in YPLC using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YPLC’s net income and the accretion of our basis difference is included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations, and reported as part of our logistics segment. Please read Note 19—Segment Information for further information on our reporting segments. The change in our equity investment in YPLC is as follows (in thousands): Three Months Ended March 31, 2024 Beginning balance $ 27,662 Equity earnings from YPLC 1,939 Accretion of basis difference 38 Ending balance $ 29,639 Note 4— Investment in Laramie Energy Laramie Energy As of March 31, 2024, 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. The balance of our investment in Laramie Energy was $ 18.8 million and $ 14.3 million as of March 31, 2024 and December 31, 2023, respectively. On February 21, 2023, Laramie Energy entered into a new 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. Under the terms of the new term loan, Laramie is permitted to make future cash distributions to its owners, including us, subject to certain restrictions. Laramie Energy’s term loan matures on February 21, 2027. As of March 31, 2024 and December 31, 2023, the term loan had an outstanding balance of $ 160.0 million. On March 1, 2023, pursuant to its new term loan agreement, Laramie Energy made a one-time cash distribution to its owners, including us, based on ownership percentage. Our share of this distribution was $ 10.7 million, which was reflected as Return of capital from Laramie Energy, LLC on our condensed consolidated statements of cash flows. We recorded the cash received as Equity earnings from Laramie Energy, LLC on our condensed consolidated statements of operations because the carrying value of our investment in Laramie Energy was zero at the time of such distribution. Effective February 21, 2023, and concurrent with the new term loan agreement noted above, we resumed the application of equity method accounting with respect to our investment in Laramie Energy. At March 31, 2024, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 69.5 million. This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy. The change in our equity investment in Laramie Energy is as follows (in thousands): Three Months Ended March 31, 2024 Beginning balance $ 14,279 Equity earnings (losses) from Laramie Energy 2,949 Accretion of basis difference 1,614 Ending balance $ 18,842 8 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 Note 5— Acquisitions Billings Acquisition On October 20, 2022, we and our subsidiaries Par Montana, LLC (“Par Montana”) and Par Montana Holdings, LLC (“Par Montana Holdings”), entered into an equity and asset purchase agreement (as amended to include Par Rocky Mountain Midstream, LLC, the “Purchase Agreement”) with Exxon Mobil Corporation, ExxonMobil Oil Corporation, and ExxonMobil Pipeline Company LLC (collectively, the “Sellers”) to purchase (i) the high-conversion, complex refinery located in Billings, Montana and certain associated distribution and logistics assets, (ii) the Sellers’ 65 % limited partnership equity interest in YELP, and (iii) the Sellers’ 40 % equity interest in YPLC for a base purchase price of $ 310.0 million plus the value of hydrocarbon inventory and adjusted working capital at closing (collectively, the “Billings Acquisition”). On June 1, 2023, we completed the Billings Acquisition for a total purchase price of approximately $ 625.4 million, including acquired working capital, consisting of a cash deposit of $ 30.0 million paid on October 20, 2022, upon execution of the Purchase Agreement and $ 595.4 million paid at closing on June 1, 2023. The Company funded the Billings Acquisition with cash on hand and borrowings from the ABL Credit Facility (as defined in Note 11—Debt). We accounted for the Billings Acquisition as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. A summary of the fair value of the assets acquired and liabilities assumed is as follows (in thousands): Trade accounts receivable $ 2,387 Inventories 299,176 Property, plant, and equipment 259,088 Operating lease right-of-use assets 3,562 Investment in refining and logistics subsidiaries 86,600 Other long-term assets 4,094 Total assets (1) 654,907 Current operating lease liabilities 2,081 Other current liabilities 7,056 Environmental liabilities 18,869 Long-term operating lease liabilities 1,481 Total liabilities 29,487 Total $ 625,420 _______________________________________________________ (1) We allocated $ 538.7 million and $ 116.2 million of total assets to our refining and logistics segments, respectively. As of March 31, 2024, we finalized the Billings Acquisition purchase price allocation. We incurred $ 5.3 million of acquisition costs related to the Billings Acquisition for the three months ended March 31, 2023. These costs are included in Acquisition and integration costs on our condensed consolidated statements of operations. We assumed certain environmental liabilities associated with the Billings Acquisition, including costs related to hazardous waste corrective measures, ground and surface water sampling and monitoring. We expect to incur these costs over a 20 to 30 year period. The results of operations of the Montana refinery, newly acquired logistics assets in the Rockies region, and YELP and YPLC equity investments were included in our results beginning on June 1, 2023. The following unaudited pro forma financial 9 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 information presents our consolidated revenues and net income as if the Billings Acquisition had been completed on January 1, 2022 (in thousands): Three Months Ended March 31, 2023 Revenues $ 2,198,921 Net income 311,610 These pro forma results were based on estimates and assumptions that we believe are reasonable. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the Billings Acquisition been effective as of the dates presented, nor is it indicative of future operating results of the combined company. Pro forma adjustments include (i) incremental depreciation resulting from the estimated fair value of property, plant, and equipment acquired, (ii) transaction costs which were shifted from the three months ended March 31, 2023 to the three months ended March 31, 2022 and (iii) elimination of historical transactions between Par and the Montana assets. Note 6— Revenue Recognition As of March 31, 2024 and December 31, 2023, receivables from contracts with customers were $ 373.1 million and $ 311.1 million, respectively. Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer. Deferred revenue was $ 21.6 million and $ 15.2 million as of March 31, 2024 and December 31, 2023, respectively. We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation. The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands): Three Months Ended March 31, 2024 Refining Logistics Retail Product or service: Gasoline $ 647,186 $ — $ 103,293 Distillates (1) 832,797 — 11,180 Other refined products (2) 403,993 — — Merchandise — — 24,793 Transportation and terminalling services — 71,842 — Other revenue 42,640 — 868 Total segment revenues (3) $ 1,926,616 $ 71,842 $ 140,134 Three Months Ended March 31, 2023 Refining Logistics Retail Product or service: Gasoline $ 450,325 $ — $ 100,188 Distillates (1) 779,053 — 11,599 Other refined products (2) 385,609 — — Merchandise — — 22,828 Transportation and terminalling services — 52,388 — Other revenue 425 — 957 Total segment revenues (3) $ 1,615,412 $ 52,388 $ 135,572 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, vacuum gas oil, and asphalt. (3) Refer to Note 19—Segment Information for the reconciliation of segment revenues to total consolidated revenues. 10 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 Note 7— Inventories Inventories at March 31, 2024, and December 31, 2023, consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreement (1) Total March 31, 2024 Crude oil and feedstocks $ 201,617 $ 211,821 $ 413,438 Refined products and blendstock 346,635 154,856 501,491 Warehouse stock and other (2) 218,140 — 218,140 Total $ 766,392 $ 366,677 $ 1,133,069 December 31, 2023 Crude oil and feedstocks $ 175,307 $ 168,549 $ 343,856 Refined products and blendstock 358,236 133,684 491,920 Warehouse stock and other (2) 324,619 — 324,619 Total $ 858,162 $ 302,233 $ 1,160,395 ________________________________________________________ (1) Please read Note 9—Inventory Financing Agreements for further information. (2) Includes $ 128.7 million and $ 237.6 million of RINs and environmental credits, reported at the lower of cost or net realizable value, as of March 31, 2024 and December 31, 2023, respectively. Our renewable volume obligation and other gross environmental credit obligations of $ 134.5 million and $ 286.9 million, are included in Other accrued liabilities on our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024 and December 31, 2023, there was no reserve for the lower of cost or net realizable value of inventory. As of March 31, 2024 and December 31, 2023, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 42.8 million and $ 36.1 million, respectively. Note 8— Prepaid and Other Current Assets Prepaid and other current assets at March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, 2024 December 31, 2023 Advances to suppliers for crude purchases $ — $ 65,531 Collateral posted with broker for derivative instruments (1) 5,855 21,763 Prepaid insurance 13,521 20,235 Derivative assets 16,230 43,356 Prepaid environmental credits — 20,756 Other 12,714 10,764 Total $ 48,320 $ 182,405 _________________________________________________________ (1) Our cash margin that is required as collateral deposits on our commodity derivatives cannot be offset against the fair value of open contracts except in the event of default. Please read Note 12—Derivatives for further information. Note 9— Inventory Financing Agreements The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): March 31, 2024 December 31, 2023 Supply and Offtake Agreement $ 662,688 $ 594,362 LC Facility due 2024 — — Obligations under inventory financing agreements $ 662,688 $ 594,362 11 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 Supply and Offtake Agreement We have a supply and offtake agreement with J. Aron to support our Hawaii refining operations (the “Supply and Offtake Agreement"). Under the Supply and Offtake Agreement, we pay or receive certain fees from J. Aron based on changes in market prices over time. The amount due to or from J. Aron was recorded as an adjustment to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement. The Supply and Offtake Agreement expires May 31, 2024 (as extended, the “Expiration Date”). LC Facility due 2024 On July 26, 2023, PHR, as borrower, the lenders and letter of credit issuing banks party thereto (collectively, the “LC Facility Lenders”), MUFG Bank, Ltd., as administrative agent (the “LC Facility Agent”), sub-collateral agent, joint lead arranger and sole bookrunner, Macquarie Bank Limited, as joint lead arranger, and U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”), entered into an Uncommitted Credit Agreement (the “LC Facility Agreement”) whereby the LC Facility Lenders agree, on an uncommitted and absolutely discretionary basis, to consider making revolving credit loans and issuing and participating in letters of credit. The LC Facility will mature on July 25, 2024, unless the obligations are accelerated and the maximum credit limits of the LC Facility Lenders are terminated prior to such date. The following table summarizes our outstanding borrowings, letters of credit, and contractual undertaking obligations under the intermediation agreements (in thousands): March 31, 2024 December 31, 2023 Discretionary Draw Facility Outstanding borrowings (1) $ 167,902 $ 165,459 Borrowing capacity 169,765 175,891 MLC receivable advances Outstanding borrowings (1) — — Borrowing capacity — — LC Facility due 2024 Outstanding borrowings — — Borrowing capacity 120,000 120,000 MLC issued letters of credit — — LC Facility issued letters of credit — 13,000 ______________________________________________________ (1) Borrowings outstanding under the Discretionary Draw Facility and MLC receivable advances are included in Obligations under inventory financing agreements on our condensed consolidated balance sheets. Changes in the borrowings outstanding under these arrangements are included within Cash flows from financing activities on the condensed consolidated statements of cash flows. 12 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands): Three Months Ended March 31, 2024 2023 Net fees and expenses: Supply and Offtake Agreement Inventory intermediation fees (1) $ 19,038 $ 13,999 Interest expense and financing costs, net 1,784 1,725 Washington Refinery Intermediation Agreement Inventory intermediation fees (benefits) $ — $ 750 Interest expense and financing costs, net — 2,659 LC Facility due 2024 Interest expense and financing costs, net $ 618 $ — ___________________________________________________ (1) Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 8.8 million and $ 2.4 million for the three months ended March 31, 2024 and 2023, respectively. The Supply and Offtake Agreement also provide us with the ability to economically hedge price risk on our inventories and crude oil purchases. Please read Note 12—Derivatives for further information. Note 10— Other Accrued Liabilities Other accrued liabilities at March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, 2024 December 31, 2023 Accrued payroll and other employee benefits $ 19,998 $ 40,533 Environmental credit obligations (1) 134,493 286,904 Derivative liabilities 22,579 27,725 Deferred revenue 21,553 15,220 Other 40,404 51,380 Total $ 239,027 $ 421,762 ___________________________________________________ (1) Please read Note 13—Fair Value Measurements for further information. A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our condensed consolidated balance sheet and are stated at the lower of cost or net realizable value. The carrying costs of these assets were $ 128.7 million and $ 237.6 million as of March 31, 2024 and December 31, 2023, respectively. Note 11— Debt The following table summarizes our outstanding debt (in thousands): March 31, 2024 December 31, 2023 ABL Credit Facility due 2028 $ 105,000 $ 115,000 Term Loan Credit Agreement due 2030 544,500 545,875 Other long-term debt 4,589 4,746 Principal amount of long-term debt 654,089 665,621 Less: unamortized discount and deferred financing costs ( 14,580 ) ( 14,763 ) Total debt, net of unamortized discount and deferred financing costs 639,509 650,858 Less: current maturities, net of unamortized discount and deferred financing costs ( 4,226 ) ( 4,255 ) Long-term debt, net of current maturities $ 635,283 $ 646,603 13 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 As of March 31, 2024 and December 31, 2023, we had $ 117.1 million and $ 133.7 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively. We had $ 56.4 million and $ 56.2 million in surety bonds outstanding as of March 31, 2024 and December 31, 2023, respectively. Under the ABL Credit Facility and the Term Loan Credit Agreement, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions. ABL Credit Facility due 2028 On April 26, 2023, in connection with the Billings Acquisition, we 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”). On March 22, 2024, we entered into the Third Amendment (the “Third Amendment”) to the ABL Credit Facility. The Third Amendment provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $ 1.4 billion , (i i) future incremental increases up to $ 400 million, (iii) the joinder of PHR to the ABL Credit Facility as a Borrower and (iv) certain other amendments to the ABL Credit Facility to permit a new intermediation facility in favor of PHR, in each case subject to the satisfaction of certain conditions set forth in the Third Amendment, including the termination of the Company’s existing intermediation agreement with J. Aron. We recorded deferred financing costs of $ 3.8 million related to the Third Amendment that will be amortized over the remaining term of the ABL Credit Facility. As of March 31, 2024, the ABL Credit Facility had $ 105 million outstanding in revolving loans , and a borrowing base of approxi mately $ 567.5 million. Term Loan Credit Agreement due 2030 On February 28, 2023, we entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (“Lenders”). Pursuant to the Term Loan Credit Agreement, the Lenders made an initial senior secured term loan in the principal amount of $ 550.0 million at a price equal to 98.5 % of its face value. The initial loan bears interest at Secured Overnight Financing Rate (“SOFR”). The net proceeds were used to refinance our existing Term Loan B Facility, repurchase our outstanding 7.75 % Senior Secured Notes and 12.875 % Senior Secured Notes, and for general corporate purposes. We recognized an aggregate of $ 2.8 million in debt modification costs in connection with the refinancing, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the three months ended March 31, 2023. On April 8, 2024, we entered into Amendment No. 1 to Term Loan Credit Agreement; please read Note 20—Subsequent Events for further information. The Term Loan Credit Agreement requires quarterly payments of $ 1.4 million on the last business day of each March, June, September and December, commencing on June 30, 2023, with the balance due upon maturity. The Term Loan Credit Agreement matures on February 28, 2030. 7.75 % Senior Secured Notes due 2025 On December 21, 2017, Par Petroleum, LLC and Par Petroleum Finance Corp. (collectively, the “Issuers”), both our wholly owned subsidiaries, completed the issuance and sale of $ 300 million in aggregate principal amount of 7.75 % Senior Secured Notes in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended. 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 102.120 % of the aggregate principal amount repurchased. On March 17, 2023, we repurchased and cancelled all remaining outstanding 7.75 % Senior Secured Notes at a repurchase price of 101.938 % of the aggregate principal amount repurchased. In connection with the termination of the 7.75 % Senior Secured Notes, we recognized debt extinguishment costs of $ 5.9 million associated with debt repurchase premiums and $ 3.4 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the three months ended March 31, 2023. Our 7.75 % Senior Secured Notes bore 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). Term Loan B Facility due 2026 On January 11, 2019, the Issuers entered into a new term loan facility with Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto from time to time (the “Term Loan B Facility”). On February 28, 2023, we terminated and repaid all amounts outstanding under the Term Loan B Facility. We recognized debt extinguishment costs of $ 1.7 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the three months ended March 31, 2023. The 14 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 Term Loan B Facility bore interest at a rate per annum equal to Adjusted LIBOR (as defined in the Term Loan B Facility) plus an applicable margin of 6.75 % or at a rate per annum equal to Alternate Base Rate (as defined in the Term Loan B Facility) plus an applicable margin of 5.75 %. In addition to the quarterly interest payments, the Term Loan B Facility required quarterly principal payments of $ 3.1 million. 12.875 % Senior Secured Notes due 2026 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. On February 28, 2023, we repurchased and cancelled $ 29 million in aggregate principal amount of the 12.875 % Senior Secured Notes at a repurchase price of 109.044 % of the aggregate principal amount repurchased. On March 17, 2023, we repurchased and cancelled all remaining outstanding 12.875 % Senior Secured Notes at a repurchase price of 108.616 % of the aggregate principal amount repurchased. In connection with the termination of the 12.875 % Senior Secured Notes, we recognized debt extinguishment costs of $ 2.8 million associated with debt repurchase premiums and $ 1.1 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the three months ended March 31, 2023. The 12.875 % Senior Secured Notes bore interest at an annual rate of 12.875 % per year (payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2021). Other long-term debt On June 7, 2023, we entered into two promissory notes with a third-party lender to acquire land in Kahului, Hawaii, and Hilo, Hawaii totaling $ 5.1 million. The notes bear interest at a fixed rate of 4.625 % per annum and are payable on the first day of each month, commencing on July 1, 2023, until maturity. The promissory notes are unsecured and mature on June 7, 2030. Cross Default Provisions Included within each of our debt agreements are affirmative and negative covenants, and customary cross default provisions, that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived. As of March 31, 2024, we were in compliance with all of our debt instruments . Guarantors In connection with our shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (“SEC”) and became automatically effective on February 14, 2022 (“Registration Statement”), we may sell non-convertible debt securities and other securities in one or more offerings with an aggregate initial offering price of up to $ 750.0 million. Any non-convertible debt securities issued under the Registration Statement may be fully and unconditionally guaranteed (except for customary release provisions), on a joint and several basis, by some or all of our subsidiaries, other than subsidiaries that are “minor” within the meaning of Rule 3-10 of Regulation S-X (the “Guarantor Subsidiaries”). We have excluded the summarized financial information for the Guarantor Subsidiaries as the assets and results of operations of the Company and the Guarantor Subsidiaries are not materially different than the corresponding amounts presented on our consolidated financial statements. Note 12— Derivatives Commodity Derivatives Our condensed consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 13—Fair Value Measurements for the gross fair value and net carrying value of our derivative instruments. Our open futures and over-the-counter (“OTC”) swaps expire in March 2025 . At March 31, 2024, our open commodity derivative contracts represented (in thousands of barrels): Contract Type Purchases Sales Net Futures 20,430 ( 21,630 ) ( 1,200 ) Swaps 23,726 ( 29,940 ) ( 6,214 ) Total 44,156 ( 51,570 ) ( 7,414 ) 15 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 At March 31, 2024, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries. The following table provides information on these option collars at our refineries as of March 31, 2024: Total open option collars 1,175 Weighted-average strike price - floor (in dollars) $ 61.59 Weighted-average strike price - ceiling (in dollars) $ 82.65 Earliest commencement date April 2024 Furthest expiry date December 2024 Interest Rate Derivatives We are exposed to interest rate volatility in our ABL Credit Facility, LC Facility, Term Loan Credit Agreement, and the Supply and Offtake Agreement. We may utilize interest rate swaps to manage our interest rate risk. On April 12, 2023, we entered into an interest rate collar transaction to manage our interest rate risk related to the Term Loan Credit Agreement. The interest rate collar agreement reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $ 300.0 million as of March 31, 2024. The terms of the agreement provide for an interest rate cap of 5.50 % and floor of 2.30 %, based on the three month SOFR as of the fixing date. We pay variable interest quarterly until the three month SOFR reaches the floor. If the three month SOFR is between the floor and the cap, no payment is due to either party. If the three month SOFR is greater than the cap, the counterparty pays us. The interest rate collar transaction expires on May 31, 2026. The following table provides information on the fair value amounts (in thousands) of these derivatives as of March 31, 2024 and December 31, 2023, and their placement within our condensed consolidated balance sheets. Balance Sheet Location March 31, 2024 December 31, 2023 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 16,048 $ 43,356 Commodity derivatives (2) Other accrued liabilities ( 22,015 ) ( 530 ) J. Aron repurchase obligation derivative Obligations under inventory financing agreements ( 22,208 ) ( 392 ) Interest rate derivatives Other long-term assets 23 — Interest rate derivatives Other liabilities — ( 821 ) _________________________________________________________ (1) Does not include cash collateral of $ 5.9 million and $ 21.8 million recorded in Prepaid and other current assets as of March 31, 2024 and December 31, 2023, respectively, and $ 9.5 million in Other long-term assets as of both March 31, 2024 and December 31, 2023. Does not include $ 0.2 million recorded in Prepaid and other current assets as of March 31, 2024, related to realized derivatives receivable. (2) Does not include $ 0.6 million and $ 27.2 million recorded in Other accrued liabilities as of March 31, 2024 and December 31, 2023, respectively, related to realized derivatives payable. The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Three Months Ended March 31, Statement of Operations Location 2024 2023 Commodity derivatives Cost of revenues (excluding depreciation) $ ( 27,360 ) $ ( 624 ) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) ( 21,816 ) 13,380 MLC terminal obligation derivative Cost of revenues (excluding depreciation) — ( 17,023 ) Interest rate derivatives Interest expense and financing costs, net 844 — 16 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 Note 13— Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Purchase Price Allocation of Billings Acquisition The fair values of the assets acquired and liabilities assumed as a result of the Billings Acquisition were estimated as of June 1, 2023, the date of the acquisition, using valuation techniques described in notes (1) through (5) below. Valuation Fair Value Technique (in thousands) Net working capital excluding operating leases $ 294,507 (1) Property, plant, and equipment 259,088 (2) Operating lease right-of-use assets 3,562 (3) Refining and logistics equity investments 86,600 (4) Other long-term assets 4,094 (1) Current operating lease liabilities ( 2,081 ) (3) Long-term operating lease liabilities ( 1,481 ) (3) Environmental liabilities ( 18,869 ) (5) Total $ 625,420 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. Other long-term assets includes preliminary costs for future turnarounds that were recently incurred and were recorded at their net realizable values. (2) The fair value of personal property was estimated using the cost approach. Key assumptions in the cost approach include determining the replacement cost by evaluating recent purchases of comparable assets or published data, and adjusting replacement cost for economic and functional obsolescence, location, normal useful lives, and capacity (if applicable). The fair value of real property was estimated using the market approach. Key assumptions in the market approach include determining the asset value by evaluating recent purchases of comparable assets under similar circumstances. We consider this to be a Level 3 fair value measurement. (3) Operating lease right-of-use assets and liabilities were recognized based on the present value of lease payments over the lease term using the incremental borrowing rate at acquisition of 9.6 %. (4) The fair value of our investments in YELP and YPLC were determined using a combination of the income approach and the market approach. Under the income approach, we estimated the present value of expected future cash flows using a market participant discount rate. Under the market approach, we estimated fair value using observable multiples for comparable companies in the investments’ industries. These valuation methods require us to make significant estimates and assumptions regarding future cash flows, capital projects, commodity prices, long-term growth rates, and discount rates. We consider this to be a Level 3 fair value measurement. (5) Environmental liabilities are based on management’s best estimates of probable future costs using currently available information. We consider this to be a Level 3 fair value measurement. Equity Method Investments We evaluate equity method investments for impairment when factors indicate that a decrease in the value of our investment has occurred and the carrying amount of our investment may not be recoverable. An impairment loss, based on the difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. Assets and Liabilities Measured at Fair Value on a Recurring Basis Derivative Instruments We classify financial assets and liabilities according to the fair value hierarchy. Financial assets and liabilities classified as Level 1 instruments are valued using quoted prices in active markets for identical assets and liabilities. These include our exchange traded futures. Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Our Level 2 instruments include 17 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 OTC swaps and options. These derivatives are valued using market quotations from independent price reporting agencies and commodity exchange price curves that are corroborated with market data. Level 3 instruments are valued using significant unobservable inputs that are not supported by sufficient market activity. The valuation of the embedded derivatives related to our J. Aron repurchase obligation is based on estimates of the prices and differentials assuming settlement at the end of the reporting period. Estimates of the J. Aron settlement prices are based on observable inputs, such as Brent indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreement. Such contractual differentials vary by location and by the type of product, have a weighted average premium of $ 9.46 , and range from a discount of $ 6.99 per barrel to a premium of $ 36.46 per ba rrel as of March 31, 2024. Contractual price differentials are considered unobservable inputs; therefore, these embedded derivatives are classified as Level 3 instruments. We do not have other commodity derivatives classified as Level 3 at March 31, 2024, or December 31, 2023. Please read Note 12—Derivatives for further information on derivatives. Gross Environmental Credit Obligations During the quarter ended December 31, 2023, we had a change in estimate in our valuation of our gross environmental credit obligations due to the settlement of all outstanding prior period environmental credit obligations. Beginning in the fourth quarter of 2023, the portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits. The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period and classified as Level 2 instruments as we obtain the pricing inputs for the RINs and other environmental credits from brokers based on market quotes on similar instruments. Please read Note 15—Commitments and Contingencies for further information on the U.S. Environmental Protection Agency (“EPA”) regulations related to greenhouse gases. Financial Statement Impact Fair value amounts by hierarchy level as of March 31, 2024 and December 31, 2023, are presented gross in the tables below (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 160,737 $ 168,836 $ — $ 329,573 $ ( 313,525 ) $ 16,048 Interest rate derivatives — 23 — 23 — 23 Total $ 160,737 $ 168,859 $ — $ 329,596 $ ( 313,525 ) $ 16,071 Liabilities Commodity derivatives $ ( 144,686 ) $ ( 190,854 ) $ — $ ( 335,540 ) $ 313,525 $ ( 22,015 ) J. Aron repurchase obligation derivative — — ( 22,208 ) ( 22,208 ) — ( 22,208 ) Gross environmental credit obligations (2) (3) — ( 13,439 ) — ( 13,439 ) — ( 13,439 ) Total liabilities $ ( 144,686 ) $ ( 204,293 ) $ ( 22,208 ) $ ( 371,187 ) $ 313,525 $ ( 57,662 ) 18 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 December 31, 2023 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 100,074 $ 175,191 $ — $ 275,265 $ ( 231,909 ) $ 43,356 Liabilities Commodity derivatives $ ( 92,417 ) $ ( 140,022 ) $ — $ ( 232,439 ) $ 231,909 $ ( 530 ) J. Aron repurchase obligation derivative — — ( 392 ) ( 392 ) — ( 392 ) Interest rate derivatives — ( 821 ) — ( 821 ) — ( 821 ) Gross environmental credit obligations (2) (3) — ( 54,245 ) — ( 54,245 ) — ( 54,245 ) Total liabilities $ ( 92,417 ) $ ( 195,088 ) $ ( 392 ) $ ( 287,897 ) $ 231,909 $ ( 55,988 ) _________________________________________________________ (1) Does not include cash collate ral of $ 15.4 million and $ 31.3 million as of March 31, 2024 and December 31, 2023, respectively, included within Prepaid and other current assets and Other long-term assets on our condensed consolidated balance sheets. (2) Does not include RINs assets and other environmental credits of $ 128.7 million and $ 237.6 million presented as Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of March 31, 2024 and December 31, 2023, respectively. (3) Does not include environmental liabilities of $ 140.3 million and $ 232.7 million satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits included in Other Accrued Liabilities on our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Three Months Ended March 31, 2024 2023 Balance, at beginning of period $ ( 392 ) $ 2,279 Settlements — ( 4,615 ) Total losses included in earnings (1) ( 21,816 ) ( 3,643 ) Balance, at end of period $ ( 22,208 ) $ ( 5,979 ) _________________________________________________________ (1) Included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations. The carrying value and fair value of long-term debt and other financial instruments as of March 31, 2024 and December 31, 2023 are as follows (in thousands): March 31, 2024 Carrying Value Fair Value ABL Credit Facility due 2028 (2) $ 105,000 $ 105,000 LC Facility due 2024 (2) — — Term Loan Credit Agreement due 2030 (1) 529,920 546,569 Other long-term debt (1) 4,589 4,310 19 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 December 31, 2023 Carrying Value Fair Value ABL Credit Facility due 2028 (2) $ 115,000 $ 115,000 LC Facility due 2024 (2) — — Term Loan Credit Agreement due 2030 (1) 531,112 545,875 Other long-term debt (1) 4,746 4,387 _________________________________________________________ (1) The fair value measurements of the Term Loan Credit Agreement and Other long-term debt are considered Level 2 measurements in the fair value hierarchy as discussed below. (2) The fair value measurements of the ABL Credit Facility and LC Facility are considered Level 3 measurements in the fair value hierarchy. The fair values of the Term Loan Credit Agreement and Other long-term debt were determined using a market approach based on quoted prices and the inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy. The carrying value of our ABL Credit Facility was determined to approximate fair value as of March 31, 2024. The fair value of all non-derivative financial instruments recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximate their carrying value due to their short-term nature. Note 14— Leases We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years or more. There are no material residual value guarantees associated with any of our leases. 20 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities, weighted-average remaining lease term, and weighted average discount rate as of March 31, 2024 and December 31, 2023 and their placement within our condensed consolidated balance sheets: Lease type Balance Sheet Location March 31, 2024 December 31, 2023 Assets Finance Property, plant, and equipment $ 30,589 $ 28,264 Finance Accumulated amortization ( 12,756 ) ( 12,212 ) Finance Property, plant, and equipment, net $ 17,833 $ 16,052 Operating Operating lease right-of-use (“ROU”) assets 341,405 346,454 Total right-of-use assets $ 359,238 $ 362,506 Liabilities Current Finance Other accrued liabilities $ 2,000 $ 1,820 Operating Operating lease liabilities 68,841 72,833 Long-term Finance Finance lease liabilities 13,375 12,438 Operating Operating lease liabilities 283,099 282,517 Total lease liabilities $ 367,315 $ 369,608 Weighted-average remaining lease term (in years) Finance 10.75 11.02 Operating 8.57 8.67 Weighted-average discount rate Finance 7.11 % 8.04 % Operating 7.25 % 7.24 % The following table summarizes the lease costs and income recognized in our condensed consolidated statements of operations (in thousands): Three Months Ended March 31, Lease cost (income) type 2024 2023 Finance lease cost Amortization of finance lease ROU assets $ 544 $ 473 Interest on lease liabilities 244 147 Operating lease cost 25,817 23,869 Variable lease cost 1,962 1,442 Short-term lease cost 2,058 2,627 Net lease cost $ 30,625 $ 28,558 Operating lease income (1) $ ( 3,865 ) $ ( 3,427 ) _________________________________________________________ (1) 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. 21 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Three Months Ended March 31, Lease type 2024 2023 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 474 $ 461 Operating cash flows from finance leases 234 141 Operating cash flows from operating leases 24,412 25,015 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 1,544 731 ROU assets obtained in exchange for new operating lease liabilities 18,756 8,380 ROU assets terminated in exchange for release from operating lease liabilities 4,177 — The table below includes the estimated future undiscounted cash flows for finance and operating leases as of March 31, 2024 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2024 (1) $ 2,208 $ 72,838 $ 75,046 2025 3,068 67,592 70,660 2026 2,618 60,964 63,582 2027 2,416 59,654 62,070 2028 1,587 55,234 56,821 2029 1,563 15,798 17,361 Thereafter 8,445 118,978 127,423 Total lease payments 21,905 451,058 472,963 Less amount representing interest ( 6,530 ) ( 99,118 ) ( 105,648 ) Present value of lease liabilities $ 15,375 $ 351,940 $ 367,315 _________________________________________________________ (1) Represents the period from April 1, 2024 to December 31, 2024. Additionally, we have $ 8.8 million in future undiscounted cash flows for operating leases that have not yet commenced. These leases are expected to commence when the lessor has made the equipment or location available to us to operate or begin construction, respectively. Note 15— Commitments and Contingencies In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows. Tax and Related Matters We are also party to various other legal proceedings, claims, and regulatory, tax or government audits, inquiries, and investigations that arise in the ordinary course of business. From time to time, PHR has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulu’s property tax assessment for tax year 2023. During the first quarter of 2022, we received a tax assessment in the amount of $ 1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil between 2014 and 2016. We believe the Department of Revenue’s interpretation is in conflict with its prior guidance and we appealed in November 2022. By opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in the Hawaii foreign trade zone from certain state taxes. We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such prior tax periods. Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit court of the state of Hawaii alleging that PHR, 22 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 Par Pacific Holdings, Inc. and certain unnamed defendants made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties, interest and injunctive relief. We dispute the allegations in the complaint and intend to vigorously defend ourselves in such proceeding. We believe the likelihood of an unfavorable outcome in these matters to be neither probable nor reasonably estimable. Environmental Matters Like other petroleum refiners, our operations are subject to extensive and periodically-changing federal, state, and local environmental laws and regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time. Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows. Hawaii Consent Decree On July 18, 2016, PHR and subsidiaries of Tesoro Corporation (“Tesoro”) entered into a consent decree with the EPA, the U.S. Department of Justice and other state governmental authorities concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates (“Consent Decree”), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013. On September 29, 2023, we received a letter from EPA related to the alleged violation of certain air emission limits, controls, monitoring, and repair requirements under the Consent Decree. We are unable to predict the cost to resolve these alleged violations, but resolution will likely involve financial penalties or impose capital expenditure requirements that could be material. Wyoming Refinery Our Wyoming refinery is subject to a number of consent decrees, orders, and settlement agreements involving the EPA and/or the Wyoming Department of Environmental Quality, some of which date back to the late 1970s and several of which remain in effect, requiring further actions at the Wyoming refinery. The largest cost component arising from these various decrees relates to the investigation, monitoring, and remediation of soil, groundwater, surface water, and sediment contamination associated with the facility’s historic operations. Investigative work by Hermes Consolidated LLC, and its wholly owned subsidiary, Wyoming Pipeline Company (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. As of March 31, 2024, we have accrued $ 13.7 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years. Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and replace those impoundments with a new wastewater treatment system. Based on current information, reasonable estimates we have received suggest costs of approximately $ 11.6 million to design and construct a new wastewater treatment system. Finally, among the various historic consent decrees, orders, and settlement agreements into which Wyoming Refining has entered, there are several penalty orders associated with exceedances of permitted limits by the Wyoming refinery’s wastewater discharges. Although the frequency of these exceedances has declined over time, Wyoming Refining may become subject to new penalty enforcement action in the next several years, which could involve penalties in excess of $ 300,000 . Washington Climate Commitment Act and Clean Fuel Standard In 2021, the Washington legislature passed the Climate Commitment Act (“Washington CCA”), which established a cap and invest program designed to significantly reduce greenhouse gas emissions. Rules implementing the Washington CCA by the Washington Department of Ecology set a cap on greenhouse gas emissions, provide mechanisms for the sale and tracking of tradable emissions allowances, and establish additional compliance and accountability measures. The Washington CCA became effective in January 2023 and the first auction for emissions allowances took place in February 2023. Additionally, a low carbon fuel standard (the “Clean Fuel Standard”) that limits carbon in transportation fuels and enables 23 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 certain producers to buy or sell credits was also signed into law and became effective in 2023. We are required to purchase compliance credits or allowances if we are unable to reduce emissions at our Tacoma refinery or reduce the amount of carbon in the transportation fuels we sell in Washington, which could have a material impact on our financial condition, results of operations, or cash flows. During the third quarter of 2023, we received and responded to a civil investigative demand for information related to our compliance with the Washington CCA. Regulation of Greenhouse Gases Under the Energy Independence and Security Act (the “EISA”), the Renewable Fuel Standard (the “RFS”) requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply. Over time, higher annual RFS requirements have the potential to reduce demand for our refined transportation fuel products. In the near term, the RFS will be satisfied primarily with fuel ethanol blended into gasoline or by purchasing renewable credits, referred to as RINs, to maintain compliance. The RFS may present production and logistics challenges for both the renewable fuels and petroleum refining and marketing industries in that we may have to enter into arrangements with other parties or purchase D3 waivers from the EPA to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels. There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA, RFS, and other fuel-related regulations. We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels. Note 16— Stockholders’ Equity Share Repurchase Program On November 10, 2021, the Board authorized and approved a share repurchase program for up to $ 50 million of shares of our common stock, with no specified end date. On August 2, 2023, the Board expanded the share repurchase authorization from $ 50 million to $ 250 million. During the three months ended March 31, 2024, 906 thousand shares were repurchased under this share repurchase program for $ 32.4 million. The repurchased shares were retired by the Company upon receipt. During the three months ended March 31, 2023, no shares were repurchased under this share repurchase program. As of March 31, 2024, there was $ 149.4 million of authorization remaining under this share repurchase program. Incentive Plans The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Par Pacific Holdings, Inc. 2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands): Three Months Ended March 31, 2024 2023 Restricted Stock Awards $ 4,196 $ 1,395 Restricted Stock Units 2,721 508 Stock Option Awards 9,493 414 On February 27, 2024, William Pate, Chief Executive Officer (“CEO”), announced that he would retire from his CEO role effective May 1, 2024. During the first quarter of 2024, the Board approved the acceleration of unvested equity awards and the modification of vested stock options granted to him. For the three months ended March 31, 2024, we recorded a total of $ 13.1 million stock-based compensation expenses resulting from the equity awards modifications. During the three months ended March 31, 2024, we granted 260 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 10.1 million. As of March 31, 2024, there were approximately $ 18.2 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 1.7 years. 24 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 During the three months ended March 31, 2024, we granted no stock option awards. As of March 31, 2024, there were approximately $ 0.3 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.3 years. During the three months ended March 31, 2024, we granted 64 thousand performance restricted stock units to executive officers. These performance restricted stock units had a fair value of approximately $ 2.5 million and are subject to certain annual performance targets based on three-year -performance periods as defined by our Board of Directors. As of March 31, 2024, there were approximately $ 3.4 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.6 years. Note 17— 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): Three Months Ended March 31, 2024 2023 Net income (loss) $ ( 3,751 ) $ 237,890 Plus: Net income effect of convertible securities — — Numerator for diluted income (loss) per common share $ ( 3,751 ) $ 237,890 Basic weighted-average common stock shares outstanding 58,992 60,111 Plus: dilutive effects of common stock equivalents (1) — 936 Diluted weighted-average common stock shares outstanding 58,992 61,047 Basic income (loss) per common share $ ( 0.06 ) $ 3.96 Diluted income (loss) per common share $ ( 0.06 ) $ 3.90 Diluted income (loss) per common share excludes the following equity instruments because their effect would be anti-dilutive: Shares of unvested restricted stock 874 187 Shares of stock options 1,315 — _________________________________________________________ (1) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted Net Loss per common share for the three months ended March 31, 2024. Note 18— Income Taxes Effective for the three months ended March 31, 2024, we began calculating our income tax provision using the estimated annual effective tax rate method in accordance with Accounting Standards Codification “ASC” 740 - Income Taxes and we no longer apply the exception that allowed the use of the year-to-date effective tax rate method. We believe the change in this calculation is appropriate as it allows us to reliably calculate the estimated annual effective tax rate due to our sustained profitability and confidence in future earnings. Our effective tax rate for the three months ended March 31, 2024, differs from the statutory rates primarily as a result of the differing apportionment rates for our state income taxes as well as an adjustment for equity compensation. For the three months ended March 31, 2023, our effective tax rate differed from the statutory rates primarily as a result of our various state income tax apportionment factors, equity compensation, and the recording of a valuation allowance. Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The states from which our refining, retail, and logistics revenues are derived are not the same states in which our NOLs were incurred; therefore, we expect to incur state tax liabilities in connection with our refining, retail, and logistics operations. 25 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 Note 19— Segment Information We report the results for the following four reportable segments: (i) Refining, (ii) Retail, (iii) Logistics, and (iv) Corporate and Other. Summarized financial information concerning reportable segments consists of the following (in thousands): Three Months Ended March 31, 2024 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 1,926,616 $ 71,842 $ 140,134 $ ( 157,757 ) $ 1,980,835 Cost of revenues (excluding depreciation) 1,759,395 42,797 103,052 ( 157,766 ) 1,747,478 Operating expense (excluding depreciation) 126,468 3,812 22,980 — 153,260 Depreciation and amortization 22,270 6,775 3,116 495 32,656 General and administrative expense (excluding depreciation) — — — 41,755 41,755 Equity earnings from refining and logistics investments ( 4,117 ) ( 1,977 ) — — ( 6,094 ) Acquisition and integration costs — — — 243 243 Par West redevelopment and other costs — — — 1,971 1,971 Loss (gain) on sale of assets, net — 61 ( 10 ) — 51 Operating income (loss) $ 22,600 $ 20,374 $ 10,996 $ ( 44,455 ) $ 9,515 Interest expense and financing costs, net ( 17,884 ) Debt extinguishment and commitment costs — Other expense, net ( 2,576 ) Equity earnings from Laramie Energy, LLC 4,563 Loss before income taxes ( 6,382 ) Income tax benefit 2,631 Net loss $ ( 3,751 ) Capital expenditures $ 16,296 $ 4,770 $ 1,300 $ 276 $ 22,642 Three Months Ended March 31, 2023 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 1,615,412 $ 52,388 $ 135,572 $ ( 118,163 ) $ 1,685,209 Cost of revenues (excluding depreciation) 1,277,670 31,299 98,228 ( 118,177 ) 1,289,020 Operating expense (excluding depreciation) 58,882 3,447 20,791 — 83,120 Depreciation and amortization 15,723 5,034 3,079 524 24,360 General and administrative expense (excluding depreciation) — — — 19,286 19,286 Acquisition and integration costs — — — 5,271 5,271 Par West redevelopment and other costs — — — 2,750 2,750 Operating income (loss) 263,137 12,608 13,474 ( 27,817 ) 261,402 Interest expense and financing costs, net ( 16,250 ) Debt extinguishment and commitment costs ( 17,720 ) Other expense, net ( 35 ) Equity earnings from Laramie Energy, LLC 10,706 Income before income taxes 238,103 Income tax expense ( 213 ) Net income $ 237,890 Capital expenditures $ 7,654 $ 881 $ 4,150 $ 528 $ 13,213 26 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended March 31, 2024 and 2023 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 157.8 million and $ 118.2 million for the three months ended March 31, 2024 and 2023, respectively. Note 20— Subsequent Events Amendment No. 1 to Term Loan Credit Agreement On April 8, 2024, the Term Loan Credit Agreement was amended by the Amendment No. 1 to Term Loan Credit Agreement (“Amendment No. 1 to Term Loan Credit Agreement”). Amendment No. 1 to Term Loan Credit Agreement provided for, among other things, (i) a reduction in the Applicable Margin under the Term Loan Credit Agreement by 50 basis points, such that base rate loans and SOFR loans will bear interest at the applicable base rate plus 2.75 % and 3.75 %, respectively and (ii) the elimination of the Term SOFR Adjustment of 10 basis points with respect to loans under the Term Loan Credit Agreement. 27