What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-07 compared with 2024-08-08 · 232 added, 204 removed, 884 unchanged (33% of the section changed)

4 unchanged sentences

(in thousands, except share data)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets

2 unchanged sentences

Total cash, cash equivalents, and restricted cash 183,322 279,446

Trade accounts receivable, net of allowances of $ 0.3 million and $ 0.2 million at June 30, 2024 and December 31, 2023, respectively

Trade accounts receivable, net of allowances of $ 0.4 million and $ 0.2 million at September 30, 2024 and December 31, 2023, respectively

429,740 367,249

35 unchanged sentences

Common stock, $ 0.01 par value;

500,000,000 shares authorized at June 30, 2024 and December 31, 2023, 56,908,751 shares and 59,755,844 shares issued at June 30, 2024 and December 31, 2023, respectively

500,000,000 shares authorized at September 30, 2024 and December 31, 2023, 55,987,335 shares and 59,755,844 shares issued at September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital 878,789 860,797

8 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

31 unchanged sentences

(in thousands)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

9 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

4 unchanged sentences

Non-cash interest expense 4,202 2,886

Non-cash lower of cost and net realizable value adjustment 10,224 —

Deferred taxes 9,237 3,676

1 unchanged sentence

Stock-based compensation 22,485 8,956

Unrealized loss on derivative contracts 64,948 7,621

Unrealized (gain) loss on derivative contracts 33,756 ( 1,152 )

Equity earnings from Laramie Energy, LLC ( 2,867 ) ( 10,706 )

19 unchanged sentences

Repayments of borrowings ( 2,826,019 ) ( 901,094 )

Net borrowings (repayments) on deferred payment arrangements and receivable advances ( 165,459 ) ( 31,405 )

Net repayments of deferred payment arrangements and receivable advances ( 165,459 ) ( 52,355 )

Payment of deferred loan costs ( 8,038 ) ( 12,037 )

5 unchanged sentences

Other financing activities, net 1,198 617

Net cash provided by (used in) financing activities ( 62,213 ) 13,812

Net cash used in financing activities ( 109,047 ) ( 79,039 )

Net decrease in cash, cash equivalents, and restricted cash ( 96,124 ) ( 129,346 )

9 unchanged sentences

ROU assets obtained in exchange for new operating lease liabilities 150,308 35,822

ROU assets terminated in exchange for release from operating lease liabilities 41 1,439

See accompanying notes to the condensed consolidated financial statements.

19 unchanged sentences

Balance, June 30, 2023 61,044 610 845,979 64,615 8,107 919,311

Stock-based compensation 7 3 2,871 — — 2,874

Purchase of common stock for retirement ( 784 ) ( 8 ) ( 1,655 ) ( 27,306 ) — ( 28,969 )

Exercise of stock options 251 — 6,640 — — 6,640

Other comprehensive loss — — — — ( 12 ) ( 12 )

Net income — — — 171,415 — 171,415

Balance, September 30, 2023 60,518 $ 605 $ 853,835 $ 208,724 $ 8,095 $ 1,071,259

Additional Other

13 unchanged sentences

Balance, June 30, 2024 56,909 568 875,868 381,279 8,065 $ 1,265,780

Stock-based compensation 11 — 2,983 — — 2,983

Purchase of common stock for retirement ( 933 ) ( 9 ) ( 62 ) ( 22,098 ) — ( 22,169 )

Exercise of stock options — — — — — —

Other comprehensive loss — — — — ( 54 ) ( 54 )

Net income — — — 7,486 — 7,486

Balance, September 30, 2024 55,987 $ 559 $ 878,789 $ 366,667 $ 8,011 $ 1,254,026

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

For the Interim Periods Ended September 30, 2024 and 2023

Note 1 — Overview

10 unchanged sentences

West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming.

As of June 30, 2024, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”).

As of September 30, 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 June 30, 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.

As of September 30, 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.

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Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

For the Interim Periods Ended September 30, 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 and six months ended June 30, 2024, or 2023.

We did not have a material change in our allowances on trade receivables during the three and nine months ended September 30, 2024, or 2023.

Cost Classifications

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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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

2 unchanged sentences

General and administrative expense 629 538 1,666 1,618

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.

Accounting Principles Adopted

There have been no recent accounting pronouncements adopted, 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.

Accounting Principles Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03 , Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures.

This ASU requires companies to disclose, in the notes to financial statements, specified information about certain costs and expenses.

The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We are currently evaluating the impact of adopting the new guidance on filings subsequent to the effective date.

Note 3— Refining and Logistics Equity Investments

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Our proportionate share of YELP’s net income (loss) is recorded on a one-month lag.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

The change in our equity investment in YELP is as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

1 unchanged sentence

Acquisition of investment

— 58,019 — 58,019

Equity earnings from YELP

1,446 2,740 8,201 2,740

Depreciation of basis difference

Amortization of basis difference

( 348 ) ( 348 ) ( 1,044 ) ( 348 )

1 unchanged sentence

Ending balance $ 60,661 $ 54,853 $ 60,661 $ 54,853

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

Yellowstone Pipeline Company

5 unchanged sentences

The change in our equity investment in YPLC is as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

1 unchanged sentence

Acquisition of investment

— 28,581 — 28,581

Equity earnings from YPLC

1 unchanged sentence

Accretion of basis difference 38 51 114 51

Basis difference adjustment — — — —

Dividends received — — ( 3,840 ) ( 2,600 )

Capital contribution in YPLC

Ending balance $ 29,510 $ 27,947 $ 29,510 $ 27,947

Note 4— Investment in Laramie Energy

As of June 30, 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 $ 16.0 million and $ 14.3 million as of June 30, 2024 and December 31, 2023, respectively.

As of September 30, 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 $ 15.7 million and $ 14.3 million as of September 30, 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.

The delayed draw commitment expired in August 2024.

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 June 30, 2024 and December 31, 2023, the term loan had an outstanding balance of $ 160.0 million.

As of September 30, 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.

3 unchanged sentences

Our share of this distribution was $ 1.5 million.

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 June 30, 2024, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 68.0 million.

This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy.

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

For the Interim Periods Ended September 30, 2024 and 2023

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 September 30, 2024, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 66.3 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Beginning balance $ 15,997 $ — $ 14,279 $ —

Equity earnings (losses) from Laramie Energy ( 2,975 ) — ( 26 ) —

Equity losses from Laramie Energy ( 1,950 ) — ( 1,976 ) —

Accretion of basis difference 1,614 — 4,843 —

22 unchanged sentences

Total $ 625,420

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

_______________________________________________________

1 unchanged sentence

As of March 31, 2024, we finalized the Billings Acquisition purchase price allocation.

We incurred $ 5.1 million and $ 10.4 million of acquisition costs related to the Billings Acquisition for the three and six months ended June 30, 2023, respectively.

We incurred $ 0.2 million and $ 10.6 million of acquisition costs related to the Billings Acquisition for the three and nine months ended September 30, 2023, respectively.

These costs are included in Acquisition and integration costs on our condensed consolidated statements of operations.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

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.

2 unchanged sentences

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):

Six Months Ended

June 30, 2023

Nine Months Ended

September 30, 2023

Revenues $ 6,989,310

2 unchanged sentences

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 six months ended June 30, 2023 to the six months ended June 30, 2022 and (iii) elimination of historical transactions between Par and the Montana assets.

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 nine months ended September 30, 2023 to the nine months ended September 30, 2022 and (iii) elimination of historical transactions between Par and the Montana assets.

Note 6— Revenue Recognition

As of June 30, 2024 and December 31, 2023, receivables from contracts with customers were $ 398.2 million and $ 311.1 million, respectively.

As of September 30, 2024 and December 31, 2023, receivables from contracts with customers were $ 353.3 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 $ 24.0 million and $ 15.2 million as of June 30, 2024 and December 31, 2023, respectively.

Deferred revenue was $ 26.1 million and $ 15.2 million as of September 30, 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 June 30, 2024 Refining Logistics Retail

Three Months Ended September 30, 2024 Refining Logistics Retail

Product or service:

6 unchanged sentences

Total segment revenues (3) $ 2,080,546 $ 77,741 $ 150,213

Three Months Ended June 30, 2023 Refining Logistics Retail

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

Three Months Ended September 30, 2023 Refining Logistics Retail

Product or service:

6 unchanged sentences

Total segment revenues (3) $ 2,524,155 $ 72,839 $ 158,512

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

Six Months Ended June 30, 2024 Refining Logistics Retail

Nine Months Ended September 30, 2024 Refining Logistics Retail

Product or service:

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Total segment revenues (3) $ 5,964,435 $ 222,058 $ 443,189

Six Months Ended June 30, 2023 Refining Logistics Retail

Nine Months Ended September 30, 2023 Refining Logistics Retail

Product or service:

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(3) Refer to Note 19—Segment Information for the reconciliation of segment revenues to total consolidated revenues.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

Note 7— Inventories

Inventories at June 30, 2024 and December 31, 2023, consisted of the following (in thousands):

Inventories at September 30, 2024 and December 31, 2023, consisted of the following (in thousands):

Titled Inventory Inventory Intermediation Agreement (1)

Supply and Offtake Agreement (1) Total

June 30, 2024

September 30, 2024

Crude oil and feedstocks $ 142,482 $ 149,592 $ — $ 292,074

9 unchanged sentences

(1) Please read Note 9—Inventory Financing Agreements for further information.

(2) Includes $ 160.1 million and $ 237.6 million of RINs and environmental credits, reported at the lower of cost or net realizable value, as of June 30, 2024 and December 31, 2023, respectively.

Our renewable volume obligation and other gross environmental credit obligations of $ 164.0 million and $ 286.9 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

As of June 30, 2024 and December 31, 2023, there was no reserve for the lower of cost or net realizable value of inventory.

As of June 30, 2024 and December 31, 2023, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 54.7 million and $ 36.1 million, respectively.

(2) Includes $ 193.8 million and $ 237.6 million of RINs and environmental credits, reported at the lower of cost or net realizable value, as of September 30, 2024 and December 31, 2023, respectively.

Our renewable volume obligation and other gross environmental credit obligations of $ 197.6 million and $ 286.9 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, there was $ 10.2 million reserved for the lower of cost or net realizable value of inventory.

As of December 31, 2023, there was no reserve for the lower of cost or net realizable value of inventory.

As of September 30, 2024 and December 31, 2023, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 41.0 million and $ 36.1 million, respectively.

Note 8— Prepaid and Other Current Assets

Prepaid and other current assets at June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

June 30, 2024 December 31, 2023

Prepaid and other current assets at September 30, 2024 and December 31, 2023 consisted of the following (in thousands):

September 30, 2024 December 31, 2023

Advances to suppliers for crude purchases $ — $ 65,531

8 unchanged sentences

Please read Note 12—Derivatives for further information.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

Note 9— Inventory Financing Agreements

The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Inventory Intermediation Agreement $ 165,168 $ —

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The Inventory Intermediation Agreement also requires PHR to comply with certain covenants that restrict PHR’s ability to take certain actions, including certain limitations on PHR’s ability to incur debt and grant liens.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

Supply and Offtake Agreement

Prior to May 31, 2024, we had a supply and offtake agreement with J.

Aron & Company, LLC (“J.

Aron”) to support our Hawaii refining operations (the “Supply and Offtake Agreement").

5 unchanged sentences

Aron obligation and Discretionary Draw Facility remaining obligations, respectively.

These payments are presented within Payments for termination of inventory financing agreements and Net borrowings (repayments) on deferred payment arrangements and receivable advances in our condensed consolidated statement of cash flows.

In connection with the termination of the Supply and Offtake Agreement, we recognized termination costs of $ 0.2 million, which are recorded in Debt extinguishment and commitment costs on our condensed consolidated statements of operations for the three and six months ended June 30, 2024.

As of June 30, 2024, there were no outstanding obligations under the Supply and Offtake Agreement.

These payments are presented within Payments for termination of inventory financing agreements and Net repayments of deferred payment arrangements and receivable advances in our condensed consolidated statement of cash flows.

As of September 30, 2024, there were no outstanding obligations under the Supply and Offtake Agreement.

LC Facility due 2024

1 unchanged sentence

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 agreed, on an uncommitted and absolutely discretionary basis, to consider making revolving credit loans and issuing and participating in letters of credit.

The LC Facility was terminated on May 31, 2024, in connection with the termination of the Supply and Offtake Agreement and entry into the Inventory Intermediation Agreement.

In connection with the termination of the LC Facility, we recognized debt extinguishment costs of $ 0.6 million, which are included in Debt extinguishment and commitment costs on our condensed consolidated statements of operations for the three and six months ended June 30, 2024.

The LC Facility was terminated on May 31,

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

2024, in connection with the termination of the Supply and Offtake Agreement and entry into the Inventory Intermediation Agreement.

We did not have any outstanding borrowings under the LC Facility as of the termination date.

The following table summarizes our outstanding borrowings, letters of credit, and contractual undertaking obligations under the intermediation agreements (in thousands):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Discretionary Draw Facility

Outstanding borrowings (1)

$ — $ 165,459

Borrowing capacity

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______________________________________________________

(1) Borrowings outstanding under the Discretionary Draw Facility 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.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

(1) Borrowings outstanding under the Discretionary Draw Facility were included in Obligations under inventory financing agreements on our condensed consolidated balance sheets.

Changes in the borrowings outstanding under these arrangements were included within Cash flows from financing activities on the condensed consolidated statements of cash flows.

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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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___________________________________________________

(1) Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $ 4.6 million for the three and six months ended June 30, 2024.

Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 4.6 million and $ 1.8 million for the three months ended June 30, 2024 and 2023 and $ 13.5 million and $ 4.2 million for the six months ended June 30, 2024 and 2023, respectively.

(1) Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $ 4.5 million and $ 9.1 million for the three and nine months ended September 30, 2024, respectively.

Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 13.5 million for the nine months ended September 30, 2024 and $ 5.1 million and $ 9.3 million for the three and nine months ended September 30, 2023, respectively.

There were no inventory intermediation fees under the Supply and Offtake Agreement for the three months ended September 30, 2024.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

Note 10— Other Accrued Liabilities

Other accrued liabilities at June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

June 30, 2024 December 31, 2023

Other accrued liabilities at September 30, 2024 and December 31, 2023 consisted of the following (in thousands):

September 30, 2024 December 31, 2023

Accrued payroll and other employee benefits $ 28,220 $ 40,533

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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 $ 160.1 million and $ 237.6 million as of June 30, 2024 and December 31, 2023, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

The carrying costs of these assets were $ 193.8 million and $ 237.6 million as of September 30, 2024 and December 31, 2023, respectively.

Note 11— Debt

The following table summarizes our outstanding debt (in thousands):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

ABL Credit Facility due 2028

8 unchanged sentences

Long-term debt, net of current maturities $ 1,039,573 $ 646,603

As of June 30, 2024 and December 31, 2023, we had $ 141.7 million and $ 133.7 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively.

We had $ 57.1 million and $ 56.2 million in surety bonds outstanding as of June 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024 and December 31, 2023, we had $ 107.2 million and $ 133.7 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively.

We had $ 57.1 million and $ 56.2 million in surety bonds outstanding as of September 30, 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.

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On May 31, 2024, in connection with the entry into the Inventory Intermediation Agreement, PHR entered into a Joinder Agreement, as a borrower to the ABL Credit Facility.

As of June 30, 2024, the ABL Credit Facility had $ 525 million outstanding in revolving loans , and a borrowing base of approxi mately $ 1.0 billion.

As of September 30, 2024, the ABL Credit Facility had $ 511 million outstanding in revolving loans , and a borrowing base of approxi mately $ 1.1 billion.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

Term Loan Credit Agreement due 2030

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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 six months ended June 30, 2023.

On April 8, 2024, the Term Loan Credit Agreement was amended by the Amendment No.

5 unchanged sentences

The Term Loan Credit Agreement matures on February 28, 2030.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

7.75 % Senior Secured Notes

3 unchanged sentences

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 six months ended June 30, 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).

2 unchanged sentences

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 six months ended June 30, 2023.

The Term Loan B Facility bore interest at a rate per annum equal to Adjusted LIBOR (as defined in the Term Loan B Facility) plus an applicable margin of 6.75 % or at a rate per annum equal to Alternate Base Rate (as defined in the Term Loan B Facility) plus an applicable margin of 5.75 %.

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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 six months ended June 30, 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).

The 12.875 % Senior Secured

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

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

4 unchanged sentences

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 June 30, 2024, we wer e in compliance w ith all of our debt instruments .

As of September 30, 2024, we w ere in compliance w ith all of our debt instruments .

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.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

subsidiaries that are “minor” within the meaning of Rule 3-10 of Regulation S-X (the “Guarantor Subsidiaries”).

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.

4 unchanged sentences

Our open futures and over-the-counter (“OTC”) swaps expire in April 2026.

At June 30, 2024, our open commodity derivative contracts represented (in thousands of barrels):

At September 30, 2024, our open commodity derivative contracts represented (in thousands of barrels):

Contract Type Purchases Sales Net

2 unchanged sentences

Total 106,506 ( 112,812 ) ( 6,306 )

At June 30, 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 June 30, 2024:

At September 30, 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 September 30, 2024:

Total open option collars 549 2,430

1 unchanged sentence

Weighted-average strike price - ceiling (in dollars) $ 86.64 $ 83.68

Earliest commencement date July 2024 January 2025

Furthest expiry date December 2024 March 2025

Earliest commencement date October 2024 January 2025

Furthest expiry date December 2024 December 2025

Interest Rate Derivatives

2 unchanged sentences

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 June 30, 2024.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

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 September 30, 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 June 30, 2024 and December 31, 2023, and their placement within our condensed consolidated balance sheets.

Balance Sheet Location June 30, 2024 December 31, 2023

The following table provides information on the fair value amounts (in thousands) of these derivatives as of September 30, 2024 and December 31, 2023, and their placement within our condensed consolidated balance sheets.

Balance Sheet Location September 30, 2024 December 31, 2023

Asset (Liability)

2 unchanged sentences

Other accrued liabilities ( 5,047 ) ( 530 )

Commodity derivatives Other liabilities ( 4,042 ) —

Aron repurchase obligation derivative Obligations under inventory financing agreements — ( 392 )

1 unchanged sentence

Obligations under inventory financing agreements 503 —

Interest rate derivatives Other long-term assets 61 —

Interest rate derivatives Other liabilities ( 516 ) ( 821 )

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

_________________________________________________________

(1) Does not include cash collateral of $ 2.4 million and $ 21.8 million recorded in Prepaid and other current assets as of June 30, 2024 and December 31, 2023, respectively, and $ 9.5 million in Other long-term assets as of December 31, 2023.

As of June 30, 2024, we had no cash collateral recorded in Other long-term assets.

Does not include $ 15.6 million recorded in Prepaid and other current assets as of June 30, 2024 related to realized derivatives receivable.

(2) Does not include $ 2.9 million and $ 27.2 million recorded in Other accrued liabilities as of June 30, 2024 and December 31, 2023, respectively, related to realized derivatives payable.

(1) Does not include cash collateral of $ 32.4 million and $ 21.8 million recorded in Prepaid and other current assets as of September 30, 2024 and December 31, 2023, respectively, and $ 9.5 million in Other long-term assets as of December 31, 2023.

As of September 30, 2024, we had no cash collateral recorded in Other long-term assets.

Does not include $ 9.8 million recorded in Prepaid and other current assets as of September 30, 2024 related to realized derivatives receivable.

(2) Does not include $ 27.2 million recorded in Other accrued liabilities as of December 31, 2023 related to realized derivatives payable.

As of September 30, 2024, we had no realized derivatives payable recorded in Other accrued liabilities.

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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Statement of Operations Location 2024 2023 2024 2023

5 unchanged sentences

Interest rate derivatives Interest expense and financing costs, net ( 576 ) 121 305 664

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

Note 13— Fair Value Measurements

18 unchanged sentences

The fair value of real property was estimated using the market approach.

Key assumptions in the market approach include

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

determining the asset value by evaluating recent purchases of comparable assets under similar circumstances.

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.

16 unchanged sentences

Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability.

Our Level 2 instruments include OTC swaps and options.

Our Level 2 instruments include

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 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.

4 unchanged sentences

therefore, these embedded derivatives are classified as Level 3 instruments.

We do not have other commodity derivatives classified as Level 3 at June 30, 2024, or December 31, 2023.

We do not have other commodity derivatives classified as Level 3 at September 30, 2024, or December 31, 2023.

Please read Note 12—Derivatives for further information on derivatives.

5 unchanged sentences

Environmental Protection Agency (“EPA”) regulations related to greenhouse gases.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

Financial Statement Impact

Fair value amounts by hierarchy level as of June 30, 2024, and December 31, 2023, are presented gross in the tables below (in thousands):

June 30, 2024

Fair value amounts by hierarchy level as of September 30, 2024, and December 31, 2023, are presented gross in the tables below (in thousands):

September 30, 2024

Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1)

5 unchanged sentences

— — 503 503 — 503

Interest rate derivatives — ( 516 ) — ( 516 ) — ( 516 )

Gross environmental credit obligations (2) (3)

1 unchanged sentence

Total liabilities $ ( 401,676 ) $ ( 62,832 ) $ 503 $ ( 464,005 ) $ 436,274 $ ( 27,731 )

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

December 31, 2023

8 unchanged sentences

_________________________________________________________

(1) Does not include cash collate ral of $ 2.4 million and $ 31.3 million as of June 30, 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 $ 179.3 million and $ 237.6 million included in Inventories and Other long-term assets on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of June 30, 2024 and December 31, 2023, respectively.

(3) Does not include environmental liabilities of $ 206.5 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 and Other liabilities on our condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively.

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

(1) Does not include cash collate ral of $ 32.4 million and $ 31.3 million as of September 30, 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 $ 239.2 million and $ 237.6 million included in Inventories and Other long-term assets on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of September 30, 2024 and December 31, 2023, respectively.

(3) Does not include environmental liabilities of $ 244.7 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 and Other liabilities on our condensed consolidated balance sheets as of September 30, 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

1 unchanged sentence

Settlements — 30,143 ( 661 ) 13,285

Total losses included in earnings (1) 22,460 12,638 644 8,995

Total gains (losses) included in earnings (1) 912 ( 88,960 ) 1,556 ( 79,965 )

Balance, at end of period $ 503 $ ( 64,401 ) $ 503 $ ( 64,401 )

1 unchanged sentence

(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 June 30, 2024 and December 31, 2023 are as follows (in thousands):

June 30, 2024

The carrying value and fair value of long-term debt and other financial instruments as of September 30, 2024 and December 31, 2023 are as follows (in thousands):

September 30, 2024

Carrying Value Fair Value

4 unchanged sentences

Other long-term debt (1) 4,271 4,076

PAR PACIFIC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended September 30, 2024 and 2023

December 31, 2023

1 unchanged sentence

ABL Credit Facility due 2028 (2)

$ 115,000 $ 115,000

Term Loan Credit Agreement due 2030 (1)

531,112 545,875

Other long-term debt (1) 4,746 4,387

3 unchanged sentences

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 June 30, 2024.

The carrying value of our ABL Credit Facility was determined to approximate fair value as of September 30, 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.

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 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 June 30, 2024, and December 31, 2023 and their placement within our condensed consolidated balance sheets:

Lease type Balance Sheet Location June 30, 2024 December 31, 2023

For the Interim Periods Ended September 30, 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 September 30, 2024, and December 31, 2023 and their placement within our condensed consolidated balance sheets:

Lease type Balance Sheet Location September 30, 2024 December 31, 2023

Finance Property, plant, and equipment $ 30,136 $ 28,264

16 unchanged sentences

The following table summarizes the lease costs and income recognized in our condensed consolidated statements of operations (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Lease cost (income) type 2024 2023 2024 2023

12 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

For the Interim Periods Ended September 30, 2024 and 2023

The following table summarizes the supplemental cash flow information related to leases as follows (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Lease type 2024 2023

7 unchanged sentences

ROU assets terminated in exchange for release from operating lease liabilities 41 1,439

The table below includes the estimated future undiscounted cash flows for finance and operating leases as of June 30, 2024 (in thousands):

The table below includes the estimated future undiscounted cash flows for finance and operating leases as of September 30, 2024 (in thousands):

For the year ending December 31, Finance leases Operating leases Total

10 unchanged sentences

_________________________________________________________

(1) Represents the period from July 1, 2024 to December 31, 2024.

(1) Represents the period from October 1, 2024 to December 31, 2024.

Additionally, we have $ 1.0 million in future undiscounted cash flows for operating leases that have not yet commenced.

15 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

For the Interim Periods Ended September 30, 2024 and 2023

Par Pacific Holdings, Inc.

17 unchanged sentences

Investigative work by Hermes Consolidated LLC, and its wholly owned subsidiary, Wyoming Pipeline Company, (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts.

As of June 30, 2024, we have accrued $ 13.6 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.

As of September 30, 2024, we have accrued $ 13.3 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years.

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.

10 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

For the Interim Periods Ended September 30, 2024 and 2023

certain producers to buy or sell credits was also signed into law and became effective in 2023.

12 unchanged sentences

On August 2, 2023, the Board expanded the share repurchase authorization from $ 50 million to $ 250 million.

During the three and six months ended June 30, 2024, 2,209 thousand and 3,115 thousand shares were repurchased under this share repurchase program for $ 67.1 million and $ 99.5 million, respectively.

During the three and nine months ended September 30, 2024, 0.9 million and 4.0 million shares were repurchased under this share repurchase program for $ 22.1 million and $ 121.6 million, respectively.

The repurchased shares were retired by the Company upon receipt.

During the three and six months ended June 30, 2023, 110 thousand shares were repurchased under this share repurchase program for $ 2.6 million.

As of June 30, 2024, there was $ 83.2 million of authorization remaining under this share repurchase program.

During the three and nine months ended September 30, 2023, 778 thousand and 889 thousand shares were repurchased under this share repurchase program for $ 27.3 million and $ 29.9 million, respectively.

As of September 30, 2024, there was $ 61.3 million of authorization remaining under this share repurchase program.

Incentive Plans

1 unchanged sentence

2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

4 unchanged sentences

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 six months June 30, 2024, we recorded a total of $ 13.1 million stock-based compensation expenses resulting from the equity awards modifications.

During the three and six months ended June 30, 2024, we granted 9 thousand and 269 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 0.3 million and $ 10.5 million, respectively.

As of June 30, 2024, there were approximately $ 16.0 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 1.5 years.

For the nine months September 30, 2024, we recorded a total of $ 13.1 million stock-based compensation expenses resulting from the equity awards modifications.

During the three and nine months ended September 30, 2024, we granted 17 thousand and 286 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 0.4 million and $ 10.9 million, respectively.

As of September 30, 2024, there were approximately $ 14.1 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.4 years.

PAR PACIFIC HOLDINGS, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

During the three and six months ended June 30, 2024, we granted 350 thousand stock option awards with a weighted-average exercise price of $ 30.80 per share.

As of June 30, 2024, there were approximately $ 6.6 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 4.7 years.

During the six months ended June 30, 2024, we granted 64 thousand performance restricted stock units to executive officers;

no grants were made for the three months ended June 30, 2024.

For the Interim Periods Ended September 30, 2024 and 2023

During the nine months ended September 30, 2024, we granted 350 thousand stock option awards with a weighted-average exercise price of $ 30.80 per share;

we did not grant any stock option awards during the three months ended September 30, 2024.

As of September 30, 2024, there were approximately $ 6.2 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 4.5 years.

During the nine months ended September 30, 2024, we granted 64 thousand performance restricted stock units to executive officers;

no grants were made for the three months ended September 30, 2024.

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 June 30, 2024, there were approximately $ 3.1 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 2.4 years.

As of September 30, 2024, there were approximately $ 2.7 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 2.1 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

12 unchanged sentences

Note 18— Income Taxes

Effective in the first quarter of 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 and six months ended June 30, 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 and six months ended June 30, 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.

Due to the sensitivity of our annual estimated tax rate, we have determined a reliable estimate cannot be made for the interim period ended September 30, 2024.

Because a small change in the entity’s ordinary income results in a large change in the estimated annual effective tax rate, the Company has used the actual effective tax rate for the year-to-date period as its estimate of the annual effective tax rate.

Our effective tax rate for the three and nine months ended September 30, 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 and nine months ended September 30, 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.

5 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

For the Interim Periods Ended September 30, 2024 and 2023

Note 19— Segment Information

2 unchanged sentences

Summarized financial information concerning reportable segments consists of the following (in thousands):

Three Months Ended June 30, 2024 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Three Months Ended September 30, 2024 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Revenues $ 2,080,546 $ 77,741 $ 150,213 $ ( 164,567 ) $ 2,143,933

12 unchanged sentences

Debt extinguishment and commitment costs —

Other expense, net ( 124 )

Other income, net 1,253

Equity losses from Laramie Energy, LLC ( 336 )

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

Three Months Ended June 30, 2023 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

For the Interim Periods Ended September 30, 2024 and 2023

Three Months Ended September 30, 2023 Refining Logistics Retail Corporate, Eliminations and Other (1) Total

Revenues $ 2,524,155 $ 72,839 $ 158,512 $ ( 176,198 ) $ 2,579,308

12 unchanged sentences

Debt extinguishment and commitment costs —

Other income, net 379

Other expense, net ( 43 )

Income before income taxes 176,015

3 unchanged sentences

________________________________________________________

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 165.1 million and $ 137.7 million for the three months ended June 30, 2024 and 2023, respectively.

Six Months Ended June 30, 2024 Refining Logistics

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 164.6 million and $ 176.2 million for the three months ended September 30, 2024 and 2023, respectively.

Nine Months Ended September 30, 2024 Refining Logistics

Retail Corporate, Eliminations and Other (1) Total

5 unchanged sentences

Depreciation and amortization 66,584 19,893 8,471 1,731 96,679

Loss (gain) on sale of assets, net — 124 ( 10 ) — 114

General and administrative expense (excluding depreciation) — — — 87,322 87,322

2 unchanged sentences

Par West redevelopment and other costs — — — 9,048 9,048

Loss (gain) on sale of assets, net — 124 ( 10 ) — 114

Operating income (loss) 82,811 64,579 45,323 ( 98,126 ) 94,587

10 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the Interim Periods Ended June 30, 2024 and 2023

Six Months Ended June 30, 2023 Refining Logistics

For the Interim Periods Ended September 30, 2024 and 2023

Nine Months Ended September 30, 2023 Refining Logistics

Retail Corporate, Eliminations and Other (1)

19 unchanged sentences

________________________________________________________

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 322.9 million and $ 255.9 million for the six months ended June 30, 2024 and 2023, respectively.

(1) Includes eliminations of intersegment revenues and cost of revenues of $ 487.4 million and $ 432.1 million for the nine months ended September 30, 2024 and 2023, respectively.

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.

What changed 10-Q

Item 1. Financial Statements