Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific” or
the “Company”) today reported its financial results for
the fourth quarter and twelve months ended December 31, 2024.
- Fourth quarter Net Loss of
$(55.7) million, or $(1.01) per diluted share; Adjusted Net
Loss of $(43.4) million, or $(0.79) per diluted share; Adjusted
EBITDA of $10.9 million
- Full year net loss of
$(33.3) million, or $(0.59) per diluted share; Adjusted Net
Income of $21.2 million, or $0.37 per diluted share; Adjusted
EBITDA of $238.7 million
- Record annual Retail and Logistics
segment Adjusted EBITDA
- Repurchased 5 million common shares
during 2024, or 9% of year end shares outstanding
Par Pacific reported a net loss of $(33.3)
million, or $(0.59) per diluted share, for the twelve
months ended December 31, 2024, compared to net income of
$728.6 million, or $11.94 per diluted share, for the
twelve months ended December 31, 2023. Adjusted Net Income for
2024 was $21.2 million, compared to $501.2 million for 2023.
2024 Adjusted EBITDA was $238.7 million, compared to $696.2
million for 2023.
Par Pacific reported a net loss of
$(55.7) million, or $(1.01) per diluted share, for the quarter
ended December 31, 2024, compared to net income of $289.3
million, or $4.77 per diluted share, for the same quarter in 2023.
Fourth quarter 2024 Adjusted Net Loss was $(43.4) million, compared
to Adjusted Net Income of $65.2 million in the fourth quarter of
2023. Fourth quarter 2024 Adjusted EBITDA was $10.9 million,
compared to $122.0 million in the fourth quarter of 2023. A
reconciliation of reported non-GAAP financial measures to their
most directly comparable GAAP financial measures can be found in
the tables accompanying this news release.
“Our 2024 results underscore our strategic
diversification with strong contribution from Hawaii Refining and
record profitability in our Retail and Logistics segments,” said
Will Monteleone, President and Chief Executive Officer. “Completing
the Montana turnaround prior to the summer driving season and
starting up our capital efficient Hawaii Sustainable Aviation Fuel
project position us for earnings growth.”
Refining
The Refining segment generated operating income
of $17.4 million for the year ended December 31, 2024,
compared to $676.2 million for the year ended December 31,
2023. Adjusted Gross Margin for the Refining segment in the year
ended December 31, 2024 was $618.3 million, compared to
$995.0 million in the year ended December 31, 2023.
Refining segment Adjusted EBITDA for the year
ended December 31, 2024 was $139.2 million, compared to
$621.5 million for the year ended December 31, 2023.
The Refining segment reported an operating loss
of $(65.4) million in the fourth quarter of 2024, compared to
operating income of $174.0 million in the fourth quarter of 2023.
Adjusted Gross Margin for the Refining segment was $92.4 million in
the fourth quarter of 2024, compared to $227.2 million in the
fourth quarter of 2023.
Refining segment Adjusted EBITDA was $(22.3)
million in the fourth quarter of 2024, compared to $106.5 million
in the fourth quarter of 2023.
HawaiiThe Hawaii Index averaged $5.52 per barrel
in the fourth quarter of 2024, compared to $12.48 per barrel in the
fourth quarter of 2023. Throughput in the fourth quarter of 2024
was 83 thousand barrels per day (Mbpd), compared to 81 Mbpd for the
same quarter in 2023. Production costs were $4.42 per throughput
barrel in the fourth quarter of 2024, compared to $4.80 per
throughput barrel in the same period of 2023.
The Hawaii refinery’s Adjusted Gross Margin was
$7.36 per barrel during the fourth quarter of 2024, including a net
price lag impact of approximately $(5.4) million, or $(0.71) per
barrel, compared to $16.73 per barrel during the fourth quarter of
2023.
MontanaThe Montana Index averaged $5.75 per
barrel in the fourth quarter of 2024, compared to $14.80 in the
fourth quarter of 2023. The Montana refinery’s throughput in the
fourth quarter of 2024 was 52 Mbpd, compared to 50 Mbpd for the
same quarter in 2023. Production costs were $10.48 per throughput
barrel in the fourth quarter of 2024, compared to $12.03 per
throughput barrel in the same period of 2023.
The Montana refinery’s Adjusted Gross Margin was
$3.70 per barrel during the fourth quarter of 2024, compared to
$11.55 per barrel during the fourth quarter of 2023.
WashingtonThe Washington Index averaged $(0.62)
per barrel in the fourth quarter of 2024, compared to $5.23 per
barrel in the fourth quarter of 2023. The Washington refinery’s
throughput was 39 Mbpd in the fourth quarter of 2024, compared to
38 Mbpd in the fourth quarter of 2023. Production costs were $4.34
per throughput barrel in the fourth quarter of 2024, compared to
$4.53 per throughput barrel in the same period of 2023.
The Washington refinery’s Adjusted Gross Margin
was $1.05 per barrel during the fourth quarter of 2024, compared to
$7.87 per barrel during the fourth quarter of 2023.
Wyoming
The Wyoming Index averaged $13.36 per barrel in
the fourth quarter of 2024, compared to $16.58 per barrel in the
fourth quarter of 2023. The Wyoming refinery’s throughput was 14
Mbpd in the fourth quarter of 2024, compared to 17 Mbpd in the
fourth quarter of 2023. Production costs were $11.49 per throughput
barrel in the fourth quarter of 2024, compared to $8.03 per
throughput barrel in the same period of 2023.
The Wyoming refinery's Adjusted Gross
Margin was $11.11 per barrel during the fourth quarter of 2024,
including a FIFO impact of approximately $(2.2) million, or $(1.75)
per barrel, compared to $13.90 per barrel during the fourth quarter
of 2023.
Wyoming Refining Operational
Update
The Wyoming refinery experienced an operational
incident on the evening of February 12, 2025, and has remained
safely idled through the extreme winter weather conditions. We
expect to restart the refinery in mid-April at reduced throughput
and return to full operations by the end of May.
Retail
The Retail segment reported operating income of
$64.8 million for the twelve months ended December 31, 2024,
compared to $56.6 million in the twelve months ended
December 31, 2023. Adjusted Gross Margin for the Retail
segment was $164.7 million for the twelve months ended
December 31, 2024, compared to $155.3 million in the twelve
months ended December 31, 2023.
For the twelve months ended December 31,
2024, Retail Adjusted EBITDA was $76.0 million, compared to
$68.3 million for the twelve months ended December 31,
2023. For the twelve months ended December 31, 2024, the
Retail segment reported fuel sales volumes of 121.5 million
gallons, compared to 117.6 million gallons for the twelve months
ended December 31, 2023. 2024 same store fuel volumes and
inside sales revenue increased by 2.2% and 4.6%, respectively,
compared to 2023.
The Retail segment reported operating income of
$19.5 million in the fourth quarter of 2024, compared to
$14.6 million in the fourth quarter of 2023. Adjusted Gross
Margin for the Retail segment was $43.4 million in the fourth
quarter of 2024, compared to $40.5 million in the same quarter of
2023.
Retail segment Adjusted EBITDA was
$22.2 million in the fourth quarter of 2024, compared to
$17.2 million in the fourth quarter of 2023. The Retail
segment reported sales volumes of 30.3 million gallons in the
fourth quarter of 2024, compared to 29.8 million gallons in
the same quarter of 2023. Fourth quarter 2024 same store fuel
volumes and inside sales revenue increased by 2.1% and 6.2%,
respectively, compared to fourth quarter of 2023.
Logistics
The Logistics segment generated operating income
of $89.4 million for the twelve months ended December 31,
2024, compared to $69.7 million for the twelve months ended
December 31, 2023. Adjusted Gross Margin for the Logistics
segment was $135.8 million for the twelve months ended
December 31, 2024, compared to $121.2 million for the twelve
months ended December 31, 2023.
Adjusted EBITDA for the Logistics segment was
$120.2 million for the twelve months ended December 31, 2024,
compared to $96.7 million for the twelve months ended
December 31, 2023.
The Logistics segment reported operating income
of $24.8 million in the fourth quarter of 2024, compared to
$15.7 million in the fourth quarter of 2023. Adjusted Gross
Margin for the Logistics segment was $36.8 million in the fourth
quarter of 2024, compared to $35.3 million in the same quarter of
2023.
Logistics segment Adjusted EBITDA was
$33.0 million in the fourth quarter of 2024, compared to $24.0
million in the fourth quarter of 2023.
Liquidity
Net cash provided by operations totaled $83.8
million for the twelve months ended December 31, 2024,
including working capital outflows of $(18.1) million and deferred
turnaround expenditures of $(73.5) million. Excluding these items,
net cash provided by operations totaled $175.3 million for the
twelve months ended December 31, 2024. Net cash provided by
operations totaled $579.2 million for the twelve months ended
December 31, 2023.
Net cash used in operations totaled $(15.5)
million for the three months ended December 31, 2024,
including working capital inflows of $19.9 million and deferred
turnaround expenditures of $(15.7) million. Excluding these items,
net cash used in operations totaled $(19.6) million for the three
months ended December 31, 2024. Net cash used in operations
totaled $(2.3) million for the three months ended December 31,
2023.
Net cash used in investing activities totaled
$(47.7) million and $(134.0) million for the three months
and twelve months ended December 31, 2024, respectively,
compared to $(27.3) million and $(659.0) million for the
three months and twelve months ended December 31, 2023,
respectively. Net cash used in investing activities for the three
months and twelve months ended December 31, 2024, includes
$(47.7) million and $(135.5) million in capital
expenditures, respectively.
Net cash provided by (used in) financing
activities totaled $72.1 million and $(37.0) million for the three
months and twelve months ended December 31, 2024,
respectively, compared to net cash used in financing activities of
$(56.6) million and $(135.6) million for the three months and
twelve months ended December 31, 2023, respectively.
At December 31, 2024, Par Pacific’s cash
balance totaled $191.9 million, gross term debt was $644.2 million,
and total liquidity was $613.7 million. Net term debt was $452.3
million at December 31, 2024. In February 2025, the Company's
Board of Directors authorized management to repurchase up to $250
million of common stock, with no specified end date. This replaces
the prior authorization to repurchase up to $250 million of common
stock.
Laramie Energy
In conjunction with Laramie Energy LLC’s
(“Laramie’s”) refinancing and subsequent cash
distribution to Par Pacific during the first quarter of 2023, we
resumed the application of equity method accounting for our
investment in Laramie effective February 21, 2023.
During the three and twelve months ended
December 31, 2024, we recorded $(3.2) million and $(0.3)
million of equity losses. Laramie’s total net loss was $(11.3)
million in the fourth quarter of 2024, including unrealized losses
on derivatives of $(5.2) million, compared to net income of $42.5
million in the fourth quarter of 2023. Laramie’s total net loss was
$(15.5) million during the twelve months ended December 31,
2024, including unrealized losses on derivatives of $(3.6) million,
compared to net income of $96.6 million during the twelve months
ended December 31, 2023.
Laramie’s total Adjusted EBITDAX was $11.0
million and $45.8 million for the three and twelve months ended
December 31, 2024, respectively, compared to $19.6 million and
$89.7 million for the three and twelve months ended
December 31, 2023, respectively.
Laramie’s balance sheet position is strong with
$68.6 million of cash and $160.0 million of debt at December 31,
2024. Laramie’s 2024 production was 96.6 million cubic feet of gas
equivalent per day (MMcfe/d) and its management team plans to run a
one-rig program throughout 2025. Approximately 79% of Laramie’s
2025 production is hedged at $3.20 per million British thermal unit
(MMBtu).
Conference Call Information
A conference call is scheduled for Wednesday,
February 26, 2025 at 9:00 a.m. Central Time (10:00 a.m. Eastern
Time). To access the call, please dial 1-833-974-2377 inside the
U.S. or 1-412-317-5782 outside of the U.S. and ask for the Par
Pacific call. Please dial in at least 10 minutes early to register.
The webcast may be accessed online through the Company’s website at
http://www.parpacific.com on the Investors page. A telephone
replay will be available until March 12, 2025, and may be accessed
by calling 1-877-344-7529 inside the U.S. or 1-412-317-0088 outside
the U.S. and using the conference ID 2219355.
About Par Pacific
Par Pacific Holdings, Inc. (NYSE: PARR),
headquartered in Houston, Texas, is a growing energy company
providing both renewable and conventional fuels to the western
United States. Par Pacific owns and operates 219,000 bpd of
combined refining capacity across four locations in Hawaii, the
Pacific Northwest and the Rockies, and an extensive energy
infrastructure network, including 13 million barrels of storage,
and marine, rail, rack, and pipeline assets. In addition, Par
Pacific operates the Hele retail brand in Hawaii and the “nomnom”
convenience store chain in the Pacific Northwest. Par Pacific also
owns 46% of Laramie Energy, LLC, a natural gas production company
with operations and assets concentrated in Western Colorado. More
information is available at www.parpacific.com.
Forward-Looking Statements
This news release (and oral statements regarding
the subject matter of this news release, including those made on
the conference call and webcast announced herein) includes certain
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to
qualify for the “safe harbor” from liability established by the
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact are forward-looking
statements. Forward-looking statements include, without limitation,
statements about: expected market conditions; anticipated free cash
flows; anticipated refinery throughput; anticipated cost savings;
anticipated capital expenditures, including major maintenance
costs, and their effect on our financial and operating results,
including earnings per share and free cash flow; anticipated retail
sales volumes and on-island sales; the anticipated financial and
operational results of Laramie Energy, LLC; the amount of our
discounted net cash flows and the impact of our NOL carryforwards
thereon; our ability to identify, acquire, and develop energy,
related retailing, and infrastructure businesses; the timing and
expected results of certain development projects, as well as the
impact of such investments on our product mix and sales; the
anticipated synergies and other benefits of the Billings refinery
and associated marketing and logistics assets (“Billings
Acquisition”), including renewable growth opportunities, the
anticipated financial and operating results of the Billings
Acquisition and the effect on Par Pacific's cash flows and
profitability (including Adjusted EBITDA and Adjusted Net Income
and Free Cash Flow per share); and other risks and uncertainties
detailed in our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and any other documents that we file with the Securities
and Exchange Commission. Additionally, forward-looking statements
are subject to certain risks, trends, and uncertainties, such as
changes to our financial condition and liquidity; the volatility of
crude oil and refined product prices; the Russia-Ukraine war,
Israel-Palestine conflict, Houthi attacks in the Red Sea, Iranian
activities in the Strait of Hormuz and their potential impacts on
global crude oil markets and our business; operating disruptions at
our refineries resulting from unplanned maintenance events or
natural disasters; environmental risks; changes in the labor
market; and risks of political or regulatory changes. We cannot
provide assurances that the assumptions upon which these
forward-looking statements are based will prove to have been
correct. Should any of these risks materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those expressed or implied in any forward-looking
statements, and investors are cautioned not to place undue reliance
on these forward-looking statements, which are current only as of
this date. We do not intend to update or revise any forward-looking
statements made herein or any other forward-looking statements as a
result of new information, future events, or otherwise. We further
expressly disclaim any written or oral statements made by a third
party regarding the subject matter of this news release.
Contact:Ashimi PatelVP, Investor
Relations & Sustainability(832)
916-3355apatel@parpacific.com
Condensed Consolidated Statements of
Operations(Unaudited)(in
thousands, except per share data)
|
Three Months Ended December 31, |
|
Year Ended December 31, |
|
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
Revenues |
$ |
1,832,221 |
|
|
$ |
2,183,511 |
|
|
$ |
7,974,457 |
|
|
$ |
8,231,955 |
|
Operating expenses |
|
|
|
|
|
|
|
Cost of revenues (excluding depreciation) |
|
1,678,273 |
|
|
|
1,799,898 |
|
|
|
7,101,148 |
|
|
|
6,838,109 |
|
Operating expense (excluding depreciation) |
|
139,893 |
|
|
|
155,441 |
|
|
|
584,282 |
|
|
|
485,587 |
|
Depreciation and amortization |
|
34,911 |
|
|
|
31,943 |
|
|
|
131,590 |
|
|
|
119,830 |
|
General and administrative expense (excluding depreciation) |
|
21,522 |
|
|
|
25,299 |
|
|
|
108,844 |
|
|
|
91,447 |
|
Equity losses (earnings) from refining and logistics
investments |
|
941 |
|
|
|
(7,485 |
) |
|
|
(11,905 |
) |
|
|
(11,844 |
) |
Acquisition and integration costs |
|
32 |
|
|
|
269 |
|
|
|
100 |
|
|
|
17,482 |
|
Par West redevelopment and other costs |
|
3,500 |
|
|
|
2,907 |
|
|
|
12,548 |
|
|
|
11,397 |
|
Loss (gain) on sale of assets, net |
|
108 |
|
|
|
(59 |
) |
|
|
222 |
|
|
|
(59 |
) |
Total operating expenses |
|
1,879,180 |
|
|
|
2,008,213 |
|
|
|
7,926,829 |
|
|
|
7,551,949 |
|
Operating income (loss) |
|
(46,959 |
) |
|
|
175,298 |
|
|
|
47,628 |
|
|
|
680,006 |
|
Other income (expense) |
|
|
|
|
|
|
|
Interest expense and financing costs, net |
|
(21,073 |
) |
|
|
(20,476 |
) |
|
|
(82,793 |
) |
|
|
(72,450 |
) |
Debt extinguishment and commitment costs |
|
(270 |
) |
|
|
(1,500 |
) |
|
|
(1,688 |
) |
|
|
(19,182 |
) |
Other loss, net |
|
(422 |
) |
|
|
(354 |
) |
|
|
(1,869 |
) |
|
|
(53 |
) |
Equity earnings (losses) from Laramie Energy, LLC |
|
(3,163 |
) |
|
|
14,279 |
|
|
|
(296 |
) |
|
|
24,985 |
|
Total other expense, net |
|
(24,928 |
) |
|
|
(8,051 |
) |
|
|
(86,646 |
) |
|
|
(66,700 |
) |
Income (loss) before income taxes |
|
(71,887 |
) |
|
|
167,247 |
|
|
|
(39,018 |
) |
|
|
613,306 |
|
Income tax benefit (expense) |
|
16,192 |
|
|
|
122,077 |
|
|
|
5,696 |
|
|
|
115,336 |
|
Net income (loss) |
$ |
(55,695 |
) |
|
$ |
289,324 |
|
|
$ |
(33,322 |
) |
|
$ |
728,642 |
|
Weighted-average shares outstanding |
|
|
|
|
|
|
|
Basic |
|
55,252 |
|
|
|
59,403 |
|
|
|
56,775 |
|
|
|
60,035 |
|
Diluted |
|
55,252 |
|
|
|
60,609 |
|
|
|
56,775 |
|
|
|
61,014 |
|
|
|
|
|
|
|
|
|
Income (loss) per share |
|
|
|
|
|
|
|
Basic |
$ |
(1.01 |
) |
|
$ |
4.87 |
|
|
$ |
(0.59 |
) |
|
$ |
12.14 |
|
Diluted |
$ |
(1.01 |
) |
|
$ |
4.77 |
|
|
$ |
(0.59 |
) |
|
$ |
11.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet
Data(Unaudited)(in
thousands)
|
December 31, 2024 |
|
December 31, 2023 |
Balance Sheet Data |
|
|
|
Cash and cash equivalents |
$ |
191,921 |
|
$ |
279,107 |
Working capital (1) |
|
488,940 |
|
|
190,042 |
ABL Credit Facility |
|
483,000 |
|
|
115,000 |
Term debt (2) |
|
644,233 |
|
|
550,621 |
Total debt, including current portion |
|
1,112,967 |
|
|
650,858 |
Total stockholders’ equity |
|
1,191,302 |
|
|
1,335,424 |
|
|
|
|
|
|
_______________________________________
(1) |
Working capital is calculated as (i) total current assets excluding
cash and cash equivalents less (ii) total current liabilities
excluding current portion of long-term debt. Total current assets
include inventories stated at the lower of cost or net realizable
value. |
(2) |
Term debt includes the Term Loan
Credit Agreement and other long-term debt. |
|
|
Operating Statistics
The following table summarizes key operational
data:
|
Three Months Ended December 31, |
|
Year Ended December 31, |
|
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
Total Refining Segment |
|
|
|
|
|
|
|
Feedstocks throughput (Mbpd) (1) |
|
187.8 |
|
|
|
186.0 |
|
|
|
186.7 |
|
|
|
170.3 |
|
Refined product sales volume (Mbpd) (1) |
|
199.4 |
|
|
|
194.4 |
|
|
|
199.9 |
|
|
|
183.1 |
|
|
|
|
|
|
|
|
|
Hawaii Refinery |
|
|
|
|
|
|
|
Feedstocks throughput (Mbpd) |
|
83.3 |
|
|
|
80.6 |
|
|
|
81.1 |
|
|
|
80.8 |
|
|
|
|
|
|
|
|
|
Yield (% of total throughput) |
|
|
|
|
|
|
|
Gasoline and gasoline blendstocks |
|
27.0 |
% |
|
|
25.2 |
% |
|
|
26.2 |
% |
|
|
26.3 |
% |
Distillates |
|
41.1 |
% |
|
|
39.3 |
% |
|
|
38.9 |
% |
|
|
40.4 |
% |
Fuel oils |
|
29.2 |
% |
|
|
31.8 |
% |
|
|
31.3 |
% |
|
|
28.9 |
% |
Other products |
(0.2)% |
|
(0.2)% |
|
|
0.2 |
% |
|
|
1.1 |
% |
Total yield |
|
97.1 |
% |
|
|
96.1 |
% |
|
|
96.6 |
% |
|
|
96.7 |
% |
|
|
|
|
|
|
|
|
Refined product sales volume (Mbpd) |
|
93.7 |
|
|
|
89.0 |
|
|
|
89.3 |
|
|
|
89.1 |
|
|
|
|
|
|
|
|
|
Adjusted Gross Margin per bbl ($/throughput bbl) (2) |
$ |
7.36 |
|
|
$ |
16.73 |
|
|
$ |
9.34 |
|
|
$ |
15.25 |
|
Production costs per bbl ($/throughput bbl) (3) |
|
4.42 |
|
|
|
4.80 |
|
|
|
4.58 |
|
|
|
4.57 |
|
D&A per bbl ($/throughput bbl) |
|
0.32 |
|
|
|
0.54 |
|
|
|
0.43 |
|
|
|
0.65 |
|
|
|
|
|
|
|
|
|
Montana Refinery |
|
|
|
|
|
|
|
Feedstocks Throughput (Mbpd) (1) |
|
51.9 |
|
|
|
49.8 |
|
|
|
49.9 |
|
|
|
54.4 |
|
|
|
|
|
|
|
|
|
Yield (% of total throughput) |
|
|
|
|
|
|
|
Gasoline and gasoline blendstocks |
|
43.9 |
% |
|
|
45.1 |
% |
|
|
48.0 |
% |
|
|
48.1 |
% |
Distillates |
|
32.7 |
% |
|
|
38.8 |
% |
|
|
31.9 |
% |
|
|
32.0 |
% |
Asphalt |
|
15.2 |
% |
|
|
8.7 |
% |
|
|
10.9 |
% |
|
|
12.1 |
% |
Other products |
|
2.7 |
% |
|
|
2.5 |
% |
|
|
3.9 |
% |
|
|
3.2 |
% |
Total yield |
|
94.5 |
% |
|
|
95.1 |
% |
|
|
94.7 |
% |
|
|
95.4 |
% |
|
|
|
|
|
|
|
|
Refined product sales volume (Mbpd) (1) |
|
52.9 |
|
|
|
51.5 |
|
|
|
53.2 |
|
|
|
58.6 |
|
|
|
|
|
|
|
|
|
Adjusted Gross Margin per bbl ($/throughput bbl) (2) |
$ |
3.70 |
|
|
$ |
11.55 |
|
|
$ |
11.37 |
|
|
$ |
21.14 |
|
Production costs per bbl ($/throughput bbl) (3) |
|
10.48 |
|
|
|
12.03 |
|
|
|
12.42 |
|
|
|
10.78 |
|
D&A per bbl ($/throughput bbl) |
|
2.26 |
|
|
|
1.10 |
|
|
|
1.83 |
|
|
|
1.45 |
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
Year Ended December 31, |
|
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
Washington Refinery |
|
|
|
|
|
|
|
Feedstocks throughput (Mbpd) |
|
39.0 |
|
|
|
38.4 |
|
|
|
38.2 |
|
|
|
40.0 |
|
|
|
|
|
|
|
|
|
Yield (% of total throughput) |
|
|
|
|
|
|
|
Gasoline and gasoline blendstocks |
|
23.6 |
% |
|
|
23.8 |
% |
|
|
23.9 |
% |
|
|
23.5 |
% |
Distillate |
|
34.6 |
% |
|
|
34.1 |
% |
|
|
34.5 |
% |
|
|
34.5 |
% |
Asphalt |
|
19.4 |
% |
|
|
20.6 |
% |
|
|
18.8 |
% |
|
|
19.7 |
% |
Other products |
|
19.3 |
% |
|
|
18.6 |
% |
|
|
19.3 |
% |
|
|
18.7 |
% |
Total yield |
|
96.9 |
% |
|
|
97.1 |
% |
|
|
96.5 |
% |
|
|
96.4 |
% |
|
|
|
|
|
|
|
|
Refined product sales volume (Mbpd) |
|
37.9 |
|
|
|
37.0 |
|
|
|
39.2 |
|
|
|
41.7 |
|
|
|
|
|
|
|
|
|
Adjusted Gross Margin per bbl ($/throughput bbl) (2) |
$ |
1.05 |
|
|
$ |
7.87 |
|
|
$ |
3.25 |
|
|
$ |
9.41 |
|
Production costs per bbl ($/throughput bbl) (3) |
|
4.34 |
|
|
|
4.53 |
|
|
|
4.28 |
|
|
|
4.12 |
|
D&A per bbl ($/throughput bbl) |
|
1.91 |
|
|
|
2.22 |
|
|
|
1.97 |
|
|
|
1.91 |
|
|
|
|
|
|
|
|
|
Wyoming Refinery |
|
|
|
|
|
|
|
Feedstocks throughput (Mbpd) |
|
13.6 |
|
|
|
17.2 |
|
|
|
17.5 |
|
|
|
17.6 |
|
|
|
|
|
|
|
|
|
Yield (% of total throughput) |
|
|
|
|
|
|
|
Gasoline and gasoline blendstocks |
|
51.5 |
% |
|
|
50.3 |
% |
|
|
46.9 |
% |
|
|
47.1 |
% |
Distillate |
|
43.1 |
% |
|
|
45.0 |
% |
|
|
47.1 |
% |
|
|
46.7 |
% |
Fuel oils |
|
1.7 |
% |
|
|
2.3 |
% |
|
|
2.4 |
% |
|
|
2.5 |
% |
Other products |
|
1.7 |
% |
|
|
1.0 |
% |
|
|
2.1 |
% |
|
|
1.5 |
% |
Total yield |
|
98.0 |
% |
|
|
98.6 |
% |
|
|
98.5 |
% |
|
|
97.8 |
% |
|
|
|
|
|
|
|
|
Refined product sales volume (Mbpd) |
|
14.9 |
|
|
|
16.9 |
|
|
|
18.2 |
|
|
|
17.9 |
|
|
|
|
|
|
|
|
|
Adjusted Gross Margin per bbl ($/throughput bbl) (2) |
$ |
11.11 |
|
|
$ |
13.90 |
|
|
$ |
13.73 |
|
|
$ |
25.15 |
|
Production costs per bbl ($/throughput bbl) (3) |
|
11.49 |
|
|
|
8.03 |
|
|
|
8.10 |
|
|
|
7.50 |
|
D&A per bbl ($/throughput bbl) |
|
3.55 |
|
|
|
2.71 |
|
|
|
2.71 |
|
|
|
2.69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par Pacific Indices ($ per barrel) |
|
|
|
|
|
|
|
Hawaii Index (4) |
$ |
5.52 |
|
|
$ |
12.48 |
|
|
$ |
7.21 |
|
|
$ |
13.06 |
|
Montana Index (5) |
|
5.75 |
|
|
|
14.80 |
|
|
|
14.39 |
|
|
|
23.71 |
|
Washington Index (6) |
|
(0.62 |
) |
|
|
5.23 |
|
|
|
4.13 |
|
|
|
9.81 |
|
Wyoming Index (7) |
|
13.36 |
|
|
|
16.58 |
|
|
|
16.47 |
|
|
|
24.48 |
|
|
|
|
|
|
|
|
|
Market Cracks ($ per barrel) |
|
|
|
|
|
|
|
Singapore 3.1.2 Product Crack (4) |
$ |
11.69 |
|
|
$ |
19.44 |
|
|
$ |
13.36 |
|
|
$ |
19.50 |
|
Montana 6.3.2.1 Product Crack (5) |
|
15.31 |
|
|
|
23.56 |
|
|
|
21.59 |
|
|
|
30.15 |
|
Washington 3.1.1.1 Product Crack (6) |
|
8.29 |
|
|
|
10.83 |
|
|
|
12.11 |
|
|
|
17.91 |
|
Wyoming 2.1.1 Product Crack (7) |
|
16.00 |
|
|
|
18.70 |
|
|
|
18.48 |
|
|
|
27.52 |
|
|
|
|
|
|
|
|
|
Crude Oil Prices ($ per barrel) (8) |
|
|
|
|
|
|
|
Brent |
$ |
74.01 |
|
|
$ |
82.85 |
|
|
$ |
79.86 |
|
|
$ |
82.17 |
|
WTI |
|
70.32 |
|
|
|
78.53 |
|
|
|
75.76 |
|
|
|
77.60 |
|
ANS (-) Brent |
|
1.00 |
|
|
|
2.21 |
|
|
|
1.55 |
|
|
|
0.95 |
|
Bakken Guernsey (-) WTI |
|
(1.22 |
) |
|
|
(2.20 |
) |
|
|
(1.26 |
) |
|
|
(0.65 |
) |
Bakken Williston (-) WTI |
|
(2.54 |
) |
|
|
(2.50 |
) |
|
|
(2.45 |
) |
|
|
(0.09 |
) |
WCS Hardisty (-) WTI |
|
(12.27 |
) |
|
|
(22.78 |
) |
|
|
(13.90 |
) |
|
|
(17.92 |
) |
MSW (-) WTI |
|
(3.68 |
) |
|
|
(7.34 |
) |
|
|
(4.03 |
) |
|
|
(3.70 |
) |
Syncrude (-) WTI |
|
(0.42 |
) |
|
|
(4.12 |
) |
|
|
0.18 |
|
|
|
1.32 |
|
Brent M1-M3 |
|
0.74 |
|
|
|
1.01 |
|
|
|
1.10 |
|
|
|
0.81 |
|
|
|
|
|
|
|
|
|
Retail Segment |
|
|
|
|
|
|
|
Retail sales volumes (thousands of gallons) |
|
30,287 |
|
|
|
29,840 |
|
|
|
121,473 |
|
|
|
117,550 |
|
_______________________________________
(1) |
Feedstocks throughput and sales volumes per day for the Montana
refinery for the three months and year ended December 31, 2023
are calculated based on the 92 and 214-day periods for which we
owned the Montana refinery during the three months and year ended
December 31, 2023, respectively. As such, the amounts for the
total refining segment represent the sum of the Hawaii, Washington,
and Wyoming refineries’ throughput or sales volumes averaged over
the three months and year ended December 31, 2023 plus the
Montana refinery’s throughput or sales volumes averaged over the
periods from October 1, 2023, to December 31, 2023 and
June 1, 2023 to December 31, 2023, respectively. The 2024
amounts for the total refining segment represent the sum of the
Hawaii, Montana, Washington, and Wyoming refineries’ throughput or
sales volumes averaged over the three months and year ended
December 31, 2024. |
(2) |
We calculate Adjusted Gross
Margin per barrel by dividing Adjusted Gross Margin by total
refining throughput. Adjusted Gross Margin for our Washington
refinery is determined under the last-in, first-out (“LIFO”)
inventory costing method. Adjusted Gross Margin for our other
refineries is determined under the first-in, first-out (“FIFO”)
inventory costing method. |
(3) |
Management uses production costs
per barrel to evaluate performance and compare efficiency to other
companies in the industry. There are a variety of ways to calculate
production costs per barrel; different companies within the
industry calculate it in different ways. We calculate production
costs per barrel by dividing all direct production costs, which
include the costs to run the refineries, including personnel costs,
repair and maintenance costs, insurance, utilities, and other
miscellaneous costs, by total refining throughput. Our production
costs are included in Operating expense (excluding depreciation) on
our condensed consolidated statements of operations, which also
includes costs related to our bulk marketing operations and
severance costs. |
(4) |
Beginning in 2025, we established
the Hawaii Index as a new benchmark for our Hawaii operations. We
believe the Hawaii Index, which incorporates market cracks and
landed crude differentials, better reflects the key drivers
impacting our Hawaii refinery’s financial performance compared to
prior reported market indices. The Hawaii Index is calculated as
the Singapore 3.1.2 Product Crack, or one part gasoline (RON 92)
and two parts distillates (Sing Jet & Sing gasoil) as created
from a barrel of Brent crude oil, less the Par Hawaii Refining, LLC
(“PHR”) crude differential. |
(5) |
Beginning in 2025, we established
the Montana Index as a new benchmark for our Montana refinery. We
believe the Montana Index, which incorporates local market cracks,
regional crude oil prices, and management’s estimates for other
costs of sales, better reflects the key drivers impacting our
Montana refinery’s financial performance compared to prior reported
market indices. Beginning in 2025, market cracks have been updated
to reflect local market product pricing, which better reflects our
Montana refinery’s refined product sales price compared to prior
reported market indices. The Montana Index is calculated as the
Montana 6.3.2.1 Product Crack less Montana crude costs, less other
costs of sales, including inflation-adjusted product delivery
costs, yield loss expense, taxes and tariffs, and product
discounts. The Montana 6.3.2.1 Product Crack is calculated by
taking three parts gasoline (Billings E10 and Spokane E10), two
parts distillate (Billings ULSD and Spokane ULSD), and one part
asphalt (Rocky Mountain Rail Asphalt) as created from a barrel of
WTI crude oil, less 100% of the RVO cost for gasoline and ULSD.
Asphalt pricing is lagged by one month. The Montana crude cost is
calculated as 60% WCS differential to WTI, 20% MSW differential to
WTI, and 20% Syncrude differential to WTI. The Montana crude cost
is lagged by three months and includes an inflation-adjusted crude
delivery cost. Other costs of sales and crude delivery costs are
based on historical averages and management’s estimates. |
(6) |
Beginning in 2025, we established
the Washington Index as a new benchmark for our Washington
refinery. We believe the Washington Index, which incorporates local
market cracks, regional crude oil prices, and management’s
estimates for other costs of sales, better reflects the key drivers
impacting our Washington refinery’s financial performance compared
to prior reported market indices. Beginning in 2025, market cracks
have been updated to reflect local market product pricing, which
better reflects our Washington refinery’s refined product sales
price compared to prior reported market indices. The Washington
Index is calculated as the Washington 3.1.1.1 Product Crack, less
Washington crude costs, less other costs of sales, including
inflation-adjusted product delivery costs, yield loss expense and
state and local taxes. The Washington 3.1.1.1 Product Crack is
calculated by taking one part gasoline (Tacoma E10), one part
distillate (Tacoma ULSD) and one part secondary products (USGC VGO
and Rocky Mountain Rail Asphalt) as created from a barrel of WTI
crude oil, less 100% of the RVO cost for gasoline and ULSD. Asphalt
pricing is lagged by one month. The Washington crude cost is
calculated as 67% Bakken Williston differential to WTI and 33% WCS
Hardisty differential to WTI. The Washington crude cost is lagged
by one month and includes an inflation-adjusted crude delivery
cost. Other costs of sales and crude delivery costs are based on
historical averages and management’s estimates. |
(7) |
Beginning in 2025, we established
the Wyoming Index as a new benchmark for our Wyoming refinery. We
believe the Wyoming Index, which incorporates local market cracks,
regional crude oil prices, and management’s estimates for other
costs of sales, better reflects the key drivers impacting our
Wyoming refinery’s financial performance compared to prior reported
market indices. Beginning in 2025, market cracks have also been
updated to reflect local market product pricing, which better
reflects our Wyoming refinery’s refined product sales price
compared to prior reported market indices. The Wyoming Index is
calculated as the Wyoming 2.1.1 Product Crack, less Wyoming crude
costs, less other cost of sales, including inflation adjusted
product delivery costs and yield loss expense, based on historical
averages and management’s estimates. The Wyoming 2.1.1 Product
Crack is calculated by taking one part gasoline (Rockies gasoline)
and one part distillate (USGC ULSD and USGC Jet) as created from a
barrel of WTI crude oil, less 100% of the RVO cost for gasoline and
ULSD. The Wyoming crude cost is calculated as the Bakken Guernsey
differential to WTI on a one-month lag. |
(8) |
Beginning in 2025, crude oil
prices have been updated and expanded to reflect regional
differentials to Brent and WTI, which better reflect our
refineries’ feedstock costs compared to prior crude oil
pricing. |
|
|
Non-GAAP Performance
Measures
Management uses certain financial measures to
evaluate our operating performance that are considered non-GAAP
financial measures. These measures should not be considered in
isolation or as substitutes or alternatives to their most directly
comparable GAAP financial measures or any other measure of
financial performance or liquidity presented in accordance with
GAAP. These non-GAAP measures may not be comparable to similarly
titled measures used by other companies since each company may
define these terms differently.
We believe Adjusted Gross Margin (as defined
below) provides useful information to investors because it
eliminates the gross impact of volatile commodity prices and
adjusts for certain non-cash items and timing differences created
by our inventory financing agreements and lower of cost and net
realizable value adjustments to demonstrate the earnings potential
of the business before other fixed and variable costs, which are
reported separately in Operating expense (excluding depreciation)
and Depreciation and amortization. Management uses Adjusted Gross
Margin per barrel to evaluate operating performance and compare
profitability to other companies in the industry and to industry
benchmarks. We believe Adjusted Net Income (Loss) and Adjusted
EBITDA (as defined below) are useful supplemental financial
measures that allow investors to assess the financial performance
of our assets without regard to financing methods, capital
structure, or historical cost basis, the ability of our assets to
generate cash to pay interest on our indebtedness, and our
operating performance and return on invested capital as compared to
other companies without regard to financing methods and capital
structure. We believe Adjusted EBITDA by segment (as defined below)
is a useful supplemental financial measure to evaluate the economic
performance of our segments without regard to financing methods,
capital structure, or historical cost basis.
Beginning with financial results reported for
the second quarter of 2023, Adjusted Gross Margin, Adjusted Net
Income (Loss), and Adjusted EBITDA also exclude our portion of
interest, taxes, and depreciation expense from our refining and
logistics investments acquired on June 1, 2023, as part of the
Billings Acquisition.
Beginning with financial results reported for
the fourth quarter of 2023, Adjusted Gross Margin, Adjusted Net
Income (Loss), and Adjusted EBITDA excludes all hedge losses
(gains) associated with our Washington ending inventory and LIFO
layer increment impacts associated with our Washington inventory.
In addition, we have modified our environmental obligation
mark-to-market adjustment to include only the mark-to-market losses
(gains) associated with our net RINs liability and net obligation
associated with the Washington Climate Commitment Act (“Washington
CCA”) and Clean Fuel Standard. This modification was made as part
of our change in how we estimate our environmental obligation
liabilities.
Beginning with financial results reported for
the fourth quarter of 2023, Adjusted Net Income (loss) excludes
unrealized interest rate derivative losses (gains) and all Laramie
Energy related impacts with the exception of cash distributions. We
have recast Adjusted Net Income (Loss) for prior periods when
reported to conform to the modified presentation.
Beginning with financial results reported for
the first quarter of 2024, Adjusted Net Income (loss) also excludes
other non-operating income and expenses. This modification improves
comparability between periods by excluding income and expenses
resulting from non-operating activities.
Effective as of the fourth quarter of 2024, we
have modified our definition of Adjusted Gross Margin, Adjusted Net
Income (Loss) and Adjusted EBITDA to align the accounting treatment
for deferred turnaround costs from our refining and logistics
investments with our accounting policy. Under this approach, we
exclude our share of their turnaround expenses, which are recorded
as period costs in their financial statements, and instead defer
and amortize these costs on a straight-line basis over the period
estimated until the next planned turnaround. This modification
enhances consistency and comparability across reporting
periods.
Adjusted Gross Margin
Adjusted Gross Margin is defined as Operating
income (loss) excluding:
• |
|
operating expense (excluding depreciation); |
• |
|
depreciation and amortization (“D&A”); |
• |
|
Par’s portion of interest, taxes, and D&A expense from refining
and logistics investments; |
• |
|
impairment expense; |
• |
|
loss (gain) on sale of assets, net; |
• |
|
Par's portion of accounting policy differences from refining and
logistics investments; |
• |
|
inventory valuation adjustment (which adjusts for timing
differences to reflect the economics of our inventory financing
agreements, including lower of cost or net realizable value
adjustments, the impact of the embedded derivative repurchase or
terminal obligations, hedge losses (gains) associated with our
Washington ending inventory and intermediation obligation, purchase
price allocation adjustments, and LIFO layer increment and
decrement impacts associated with our Washington inventory); |
• |
|
Environmental obligation mark-to-market adjustments (which
represents the mark-to-market losses (gains) associated with our
net RINs liability and net obligation associated with the
Washington CCA and Clean Fuel Standard); and |
• |
|
unrealized loss (gain) on derivatives. |
|
|
|
The following tables present a reconciliation of
Adjusted Gross Margin to the most directly comparable GAAP
financial measure, operating income (loss), on a historical basis,
for selected segments, for the periods indicated (in
thousands):
Three months ended December 31, 2024 |
Refining |
|
Logistics |
|
Retail |
Operating income (loss) |
$ |
(65,399 |
) |
|
$ |
24,772 |
|
$ |
19,477 |
Operating expense (excluding depreciation) |
|
114,706 |
|
|
|
3,829 |
|
|
21,358 |
Depreciation and amortization |
|
24,524 |
|
|
|
7,140 |
|
|
2,566 |
Par's portion of interest, taxes, and depreciation and amortization
expense from refining and logistics investments |
|
456 |
|
|
|
1,101 |
|
|
— |
Inventory valuation adjustment |
|
5,929 |
|
|
|
— |
|
|
— |
Environmental obligation mark-to-market adjustments |
|
(937 |
) |
|
|
— |
|
|
— |
Unrealized loss on commodity derivatives |
|
9,220 |
|
|
|
— |
|
|
— |
Par's portion of accounting policy differences from refining and
logistics investments |
|
3,856 |
|
|
|
— |
|
|
— |
Loss on sale of assets, net |
|
8 |
|
|
|
— |
|
|
— |
Adjusted Gross Margin (1) |
$ |
92,363 |
|
|
$ |
36,842 |
|
$ |
43,401 |
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, 2023 |
Refining |
|
Logistics |
|
Retail |
Operating income |
$ |
174,038 |
|
|
$ |
15,709 |
|
$ |
14,594 |
|
Operating expense (excluding depreciation) |
|
120,810 |
|
|
|
11,272 |
|
|
23,359 |
|
Depreciation and amortization |
|
21,190 |
|
|
|
7,321 |
|
|
2,885 |
|
Par's portion of interest, taxes, and depreciation and amortization
expense from refining and logistics investments |
|
765 |
|
|
|
952 |
|
|
— |
|
Inventory valuation adjustment |
|
(24,089 |
) |
|
|
— |
|
|
— |
|
Environmental obligation mark-to-market adjustments |
|
(15,672 |
) |
|
|
— |
|
|
— |
|
Unrealized gain on commodity derivatives |
|
(50,024 |
) |
|
|
— |
|
|
— |
|
Loss (gain) on sale of assets, net |
|
219 |
|
|
|
— |
|
|
(308 |
) |
Adjusted Gross Margin (1) (2) |
$ |
227,237 |
|
|
$ |
35,254 |
|
$ |
40,530 |
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2024 |
Refining |
|
Logistics |
|
Retail |
Operating income |
$ |
17,412 |
|
|
$ |
89,351 |
|
$ |
64,800 |
|
Operating expense (excluding depreciation) |
|
479,737 |
|
|
|
15,676 |
|
|
88,869 |
|
Depreciation and amortization |
|
91,108 |
|
|
|
27,033 |
|
|
11,037 |
|
Par's portion of interest, taxes, and depreciation and amortization
expense from refining and logistics investments |
|
2,493 |
|
|
|
3,651 |
|
|
— |
|
Inventory valuation adjustment |
|
(490 |
) |
|
|
— |
|
|
— |
|
Environmental obligation mark-to-market adjustments |
|
(19,136 |
) |
|
|
— |
|
|
— |
|
Unrealized loss on commodity derivatives |
|
43,281 |
|
|
|
— |
|
|
— |
|
Par's portion of accounting policy differences from refining and
logistics investments |
|
3,856 |
|
|
|
— |
|
|
— |
|
Loss (gain) on sale of assets, net |
|
8 |
|
|
|
124 |
|
|
(10 |
) |
Adjusted Gross Margin (1) |
$ |
618,269 |
|
|
$ |
135,835 |
|
$ |
164,696 |
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2023 |
Refining |
|
Logistics |
|
Retail |
Operating income |
$ |
676,161 |
|
|
$ |
69,744 |
|
$ |
56,603 |
|
Operating expense (excluding depreciation) |
|
373,612 |
|
|
|
24,450 |
|
|
87,525 |
|
Depreciation and amortization |
|
81,017 |
|
|
|
25,122 |
|
|
11,462 |
|
Par's portion of interest, taxes, and depreciation and amortization
expense from refining and logistics investments |
|
1,586 |
|
|
|
1,857 |
|
|
— |
|
Inventory valuation adjustment |
|
102,710 |
|
|
|
— |
|
|
— |
|
Environmental obligation mark-to-market adjustments |
|
(189,783 |
) |
|
|
— |
|
|
— |
|
Unrealized gain on commodity derivatives |
|
(50,511 |
) |
|
|
— |
|
|
— |
|
Loss (gain) on sale of assets, net |
|
219 |
|
|
|
— |
|
|
(308 |
) |
Adjusted Gross Margin (1) (2) |
$ |
995,011 |
|
|
$ |
121,173 |
|
$ |
155,282 |
|
_______________________________________
(1) |
For the three months and years ended December 31, 2024 and
2023, there was no impairment expense in Operating income. |
(2) |
For the three months and year
ended December 31, 2023, there was no impact in Operating
income from accounting policy differences at our refining and
logistics investments. |
|
|
Adjusted Net Income (Loss) and Adjusted
EBITDA
Adjusted Net Income (Loss) is defined as Net
income (loss) excluding:
• |
|
inventory valuation adjustment (which adjusts for timing
differences to reflect the economics of our inventory financing
agreements, including lower of cost or net realizable value
adjustments, the impact of the embedded derivative repurchase or
terminal obligations, hedge losses (gains) associated with our
Washington ending inventory and intermediation obligation, purchase
price allocation adjustments, and LIFO layer increment and
decrement impacts associated with our Washington inventory); |
• |
|
Environmental obligation mark-to-market adjustments (which
represents the mark-to-market losses (gains) associated with our
net RINs liability and net obligation associated with the
Washington CCA and Clean Fuel Standard); |
• |
|
unrealized (gain) loss on derivatives; |
• |
|
acquisition and integration costs; |
• |
|
redevelopment and other costs related to Par West; |
• |
|
debt extinguishment and commitment costs; |
• |
|
increase in (release of) tax valuation allowance and other deferred
tax items; |
• |
|
changes in the value of contingent consideration and common stock
warrants; |
• |
|
severance costs and other non-operating expense (income); |
• |
|
(gain) loss on sale of assets; |
• |
|
impairment expense; |
• |
|
impairment expense associated with our investment in Laramie
Energy; |
• |
|
Par’s share of equity (earnings) losses from Laramie Energy, LLC,
excluding cash distributions; and |
• |
|
Par's portion of accounting policy differences from refining and
logistics investments. |
Adjusted EBITDA is defined as Adjusted Net
Income (Loss) excluding:
• |
|
D&A; |
• |
|
interest expense and financing costs, net, excluding unrealized
interest rate derivative loss (gain); |
• |
|
cash distributions from Laramie Energy, LLC to Par; |
• |
|
Par's portion of interest, taxes, and D&A expense from refining
and logistics investments; and |
• |
|
income tax expense (benefit) excluding the increase in (release of)
tax valuation allowance. |
|
|
|
The following table presents a reconciliation of
Adjusted Net Income (Loss) and Adjusted EBITDA to the most directly
comparable GAAP financial measure, net income (loss), on a
historical basis for the periods indicated (in
thousands):
|
Three Months Ended December 31, |
|
Year Ended December 31, |
|
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
Net income (loss) |
$ |
(55,695 |
) |
|
$ |
289,324 |
|
|
$ |
(33,322 |
) |
|
$ |
728,642 |
|
Inventory valuation adjustment |
|
5,929 |
|
|
|
(24,089 |
) |
|
|
(490 |
) |
|
|
102,710 |
|
Environmental obligation mark-to-market adjustments |
|
(937 |
) |
|
|
(15,672 |
) |
|
|
(19,136 |
) |
|
|
(189,783 |
) |
Unrealized loss (gain) on derivatives |
|
8,729 |
|
|
|
(48,539 |
) |
|
|
42,485 |
|
|
|
(49,690 |
) |
Acquisition and integration costs |
|
32 |
|
|
|
269 |
|
|
|
100 |
|
|
|
17,482 |
|
Par West redevelopment and other costs |
|
3,500 |
|
|
|
2,907 |
|
|
|
12,548 |
|
|
|
11,397 |
|
Debt extinguishment and commitment costs |
|
270 |
|
|
|
1,500 |
|
|
|
1,688 |
|
|
|
19,182 |
|
Changes in valuation allowance and other deferred tax items
(1) |
|
(12,553 |
) |
|
|
(126,219 |
) |
|
|
(3,315 |
) |
|
|
(126,219 |
) |
Severance costs and other non-operating expense (2) |
|
154 |
|
|
|
100 |
|
|
|
14,802 |
|
|
|
1,785 |
|
Loss (gain) on sale of assets, net |
|
108 |
|
|
|
(59 |
) |
|
|
222 |
|
|
|
(59 |
) |
Equity (earnings) losses from Laramie Energy, LLC, excluding cash
distributions |
|
3,163 |
|
|
|
(14,279 |
) |
|
|
1,781 |
|
|
|
(14,279 |
) |
Par's portion of accounting policy differences from refining and
logistics investments |
|
3,856 |
|
|
|
— |
|
|
|
3,856 |
|
|
|
— |
|
Adjusted Net Income (Loss) (3) (4) |
|
(43,444 |
) |
|
|
65,243 |
|
|
|
21,219 |
|
|
|
501,168 |
|
Depreciation and amortization |
|
34,911 |
|
|
|
31,943 |
|
|
|
131,590 |
|
|
|
119,830 |
|
Interest expense and financing costs, net, excluding unrealized
interest rate derivative loss (gain) |
|
21,564 |
|
|
|
18,991 |
|
|
|
83,589 |
|
|
|
71,629 |
|
Laramie Energy, LLC cash distributions to Par |
|
— |
|
|
|
— |
|
|
|
(1,485 |
) |
|
|
(10,706 |
) |
Par's portion of interest, taxes, and depreciation and amortization
expense from refining and logistics investments |
|
1,557 |
|
|
|
1,717 |
|
|
|
6,144 |
|
|
|
3,443 |
|
Income tax expense (benefit) |
|
(3,639 |
) |
|
|
4,142 |
|
|
|
(2,381 |
) |
|
|
10,883 |
|
Adjusted EBITDA (3) |
$ |
10,949 |
|
|
$ |
122,036 |
|
|
$ |
238,676 |
|
|
$ |
696,247 |
|
_______________________________________
(1) |
For the three months and year ended December 31, 2024, we
recognized a non-cash deferred tax benefit of $12.6 million and
$3.3 million, respectively. This tax benefit is included in Income
tax expense (benefit) on our consolidated statements of operations.
For the three months and year ended December 31, 2023, we
recognized a non-cash deferred tax benefit of $126.2 million
primarily related to the release of a majority of the valuation
allowance against our federal net deferred tax assets. |
(2) |
For the year ended
December 31, 2024, we incurred $13.1 million of stock-based
compensation expenses associated with accelerated vesting of equity
awards and modification of vested equity awards related to our CEO
transition and $0.8 million for a legal settlement unrelated to
current operating activities. |
(3) |
For the three months and years
ended December 31, 2024 and 2023, there was no change in value
of contingent consideration, change in value of common stock
warrants, impairment expense, impairments associated with our
investment in Laramie Energy, or our share of Laramie Energy’s
asset impairment losses in excess of our basis difference. Please
read the Non-GAAP Performance Measures discussion above for
information regarding changes to the components of Adjusted Net
Income (Loss) and Adjusted EBITDA made during the reporting
periods. |
(4) |
For the three months and year
ended December 31, 2023, there was no impact in Operating
income from accounting policy differences at our refining and
logistics investments. |
|
|
The following table sets forth the computation of basic and
diluted Adjusted Net Income (Loss) per share (in thousands, except
per share amounts):
|
Three Months Ended December 31, |
|
Year Ended December 31, |
|
|
2024 |
|
|
|
2023 |
|
|
2024 |
|
|
2023 |
Adjusted Net Income (Loss) |
$ |
(43,444 |
) |
|
$ |
65,243 |
|
$ |
21,219 |
|
$ |
501,168 |
Plus: effect of convertible securities |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
Numerator for diluted income (loss) per common share |
$ |
(43,444 |
) |
|
$ |
65,243 |
|
$ |
21,219 |
|
$ |
501,168 |
|
|
|
|
|
|
|
|
Basic weighted-average common stock shares outstanding |
|
55,252 |
|
|
|
59,403 |
|
|
56,775 |
|
|
60,035 |
Add dilutive effects of common stock equivalents (1) |
|
— |
|
|
|
1,206 |
|
|
657 |
|
|
979 |
Diluted weighted-average common stock shares outstanding |
|
55,252 |
|
|
|
60,609 |
|
|
57,432 |
|
|
61,014 |
|
|
|
|
|
|
|
|
Basic Adjusted Net Income (Loss) per common share |
$ |
(0.79 |
) |
|
$ |
1.10 |
|
$ |
0.37 |
|
$ |
8.35 |
Diluted Adjusted Net Income (Loss) per common share |
$ |
(0.79 |
) |
|
$ |
1.08 |
|
$ |
0.37 |
|
$ |
8.21 |
_______________________________________
(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 Adjusted Net Loss
per common share for the three months ended December 31, 2024. |
|
|
Adjusted EBITDA by Segment
Adjusted EBITDA by segment is defined as
Operating income (loss) excluding:
• |
|
D&A; |
• |
|
inventory valuation adjustment (which adjusts for timing
differences to reflect the economics of our inventory financing
agreements, including lower of cost or net realizable value
adjustments, the impact of the embedded derivative repurchase or
terminal obligations, hedge losses (gains) associated with our
Washington ending inventory and intermediation obligation, purchase
price allocation adjustments, and LIFO layer increment and
decrement impacts associated with our Washington inventory); |
• |
|
Environmental obligation mark-to-market adjustments (which
represents the mark-to-market losses (gains) associated with our
net RINs liability and net obligation associated with the
Washington CCA and Clean Fuel Standard); |
• |
|
unrealized (gain) loss on derivatives; |
• |
|
acquisition and integration costs; |
• |
|
redevelopment and other costs related to Par West; |
• |
|
severance costs and other non-operating expense (income); |
• |
|
(gain) loss on sale of assets; |
• |
|
impairment expense; |
• |
|
Par's portion of interest, taxes, and D&A expense from refining
and logistics investments; and |
• |
|
Par's portion of accounting policy differences from refining and
logistics investments. |
|
|
|
Adjusted EBITDA by segment also includes Gain on
curtailment of pension obligation and Other income (loss), net,
which are presented below operating income (loss) on our condensed
consolidated statements of operations.
The following table presents a reconciliation of
Adjusted EBITDA by segment to the most directly comparable GAAP
financial measure, operating income (loss) by segment, on a
historical basis, for selected segments, for the periods indicated
(in thousands):
|
Three Months Ended December 31, 2024 |
|
Refining |
|
Logistics |
|
Retail |
|
Corporate and Other |
Operating income (loss) by segment |
$ |
(65,399 |
) |
|
$ |
24,772 |
|
$ |
19,477 |
|
$ |
(25,809 |
) |
Depreciation and amortization |
|
24,524 |
|
|
|
7,140 |
|
|
2,566 |
|
|
681 |
|
Inventory valuation adjustment |
|
5,929 |
|
|
|
— |
|
|
— |
|
|
— |
|
Environmental obligation mark-to-market adjustments |
|
(937 |
) |
|
|
— |
|
|
— |
|
|
— |
|
Unrealized loss on commodity derivatives |
|
9,220 |
|
|
|
— |
|
|
— |
|
|
— |
|
Acquisition and integration costs |
|
— |
|
|
|
— |
|
|
— |
|
|
32 |
|
Par West redevelopment and other costs |
|
— |
|
|
|
— |
|
|
— |
|
|
3,500 |
|
Severance costs and other non-operating expense |
|
— |
|
|
|
— |
|
|
154 |
|
|
— |
|
Par's portion of accounting policy differences from refining and
logistics investments |
|
3,856 |
|
|
|
— |
|
|
— |
|
|
— |
|
Loss on sale of assets, net |
|
8 |
|
|
|
— |
|
|
— |
|
|
100 |
|
Par's portion of interest, taxes, depreciation and amortization
expense from refining and logistics investments |
|
456 |
|
|
|
1,101 |
|
|
— |
|
|
— |
|
Other loss, net |
|
— |
|
|
|
— |
|
|
— |
|
|
(422 |
) |
Adjusted EBITDA (1) |
$ |
(22,343 |
) |
|
$ |
33,013 |
|
$ |
22,197 |
|
$ |
(21,918 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2023 |
|
Refining |
|
Logistics |
|
Retail |
|
Corporate and Other |
Operating income (loss) by segment |
$ |
174,038 |
|
|
$ |
15,709 |
|
$ |
14,594 |
|
|
$ |
(29,043 |
) |
Depreciation and amortization |
|
21,190 |
|
|
|
7,321 |
|
|
2,885 |
|
|
|
547 |
|
Inventory valuation adjustment |
|
(24,089 |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
Environmental obligation mark-to-market adjustments |
|
(15,672 |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
Unrealized gain on commodity derivatives |
|
(50,024 |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
Acquisition and integration costs |
|
— |
|
|
|
— |
|
|
— |
|
|
|
269 |
|
Par West redevelopment and other costs |
|
— |
|
|
|
— |
|
|
— |
|
|
|
2,907 |
|
Severance costs and other non-operating expenses |
|
100 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
Loss (gain) on sale of assets, net |
|
219 |
|
|
|
— |
|
|
(308 |
) |
|
|
30 |
|
Par's portion of interest, taxes, depreciation and amortization
expense from refining and logistics investments |
|
765 |
|
|
|
952 |
|
|
— |
|
|
|
— |
|
Other loss, net |
|
— |
|
|
|
— |
|
|
— |
|
|
|
(354 |
) |
Adjusted EBITDA (1) (2) |
$ |
106,527 |
|
|
$ |
23,982 |
|
$ |
17,171 |
|
|
$ |
(25,644 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2024 |
|
Refining |
|
Logistics |
|
Retail |
|
Corporate and Other |
Operating income (loss) by segment |
$ |
17,412 |
|
|
$ |
89,351 |
|
$ |
64,800 |
|
|
$ |
(123,935 |
) |
Depreciation and amortization |
|
91,108 |
|
|
|
27,033 |
|
|
11,037 |
|
|
|
2,412 |
|
Inventory valuation adjustment |
|
(490 |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
Environmental obligation mark-to-market adjustments |
|
(19,136 |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
Unrealized loss on commodity derivatives |
|
43,281 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
Acquisition and integration costs |
|
— |
|
|
|
— |
|
|
— |
|
|
|
100 |
|
Severance costs and other non-operating expenses |
|
642 |
|
|
|
— |
|
|
154 |
|
|
|
14,006 |
|
Par West redevelopment and other costs |
|
— |
|
|
|
— |
|
|
— |
|
|
|
12,548 |
|
Par's portion of accounting policy differences from refining and
logistics investments |
|
3,856 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
Loss (gain) on sale of assets, net |
|
8 |
|
|
|
124 |
|
|
(10 |
) |
|
|
100 |
|
Par's portion of interest, taxes, depreciation and amortization
expense from refining and logistics investments |
|
2,493 |
|
|
|
3,651 |
|
|
— |
|
|
|
— |
|
Other loss, net |
|
— |
|
|
|
— |
|
|
— |
|
|
|
(1,869 |
) |
Adjusted EBITDA (1) |
$ |
139,174 |
|
|
$ |
120,159 |
|
$ |
75,981 |
|
|
$ |
(96,638 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2023 |
|
Refining |
|
Logistics |
|
Retail |
|
Corporate and Other |
Operating income (loss) by segment |
$ |
676,161 |
|
|
$ |
69,744 |
|
$ |
56,603 |
|
|
$ |
(122,502 |
) |
Depreciation and amortization |
|
81,017 |
|
|
|
25,122 |
|
|
11,462 |
|
|
|
2,229 |
|
Inventory valuation adjustment |
|
102,710 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
Environmental obligation mark-to-market adjustments |
|
(189,783 |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
Unrealized gain on commodity derivatives |
|
(50,511 |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
Acquisition and integration costs |
|
— |
|
|
|
— |
|
|
— |
|
|
|
17,482 |
|
Severance costs and other non-operating expenses |
|
100 |
|
|
|
— |
|
|
580 |
|
|
|
1,105 |
|
Par West redevelopment and other costs |
|
— |
|
|
|
— |
|
|
— |
|
|
|
11,397 |
|
Loss (gain) on sale of assets, net |
|
219 |
|
|
|
— |
|
|
(308 |
) |
|
|
30 |
|
Par's portion of interest, taxes, depreciation and amortization
expense from refining and logistics investments |
|
1,586 |
|
|
|
1,857 |
|
|
— |
|
|
|
— |
|
Other loss, net |
|
— |
|
|
|
— |
|
|
— |
|
|
|
(53 |
) |
Adjusted EBITDA (1) (2) |
$ |
621,499 |
|
|
$ |
96,723 |
|
$ |
68,337 |
|
|
$ |
(90,312 |
) |
_______________________________________
(1) |
For the three months and years ended December 31, 2024 and
2023, there was no change in value of contingent consideration,
change in value of common stock warrants, impairment expense,
impairments associated with our investment in Laramie Energy, or
our share of Laramie Energy’s asset impairment losses in excess of
our basis difference. |
(2) |
For the three months and year
ended December 31, 2023, there was no impact in Operating
income (loss) from accounting policy differences at our refining
and logistics investments. |
|
|
Laramie Energy Adjusted
EBITDAX
Adjusted EBITDAX is defined as net income (loss)
excluding commodity derivative loss (gain), loss (gain) on settled
derivative instruments, interest expense, gain on extinguishment of
debt, non-cash preferred dividend, depreciation, depletion,
amortization, and accretion, exploration and geological and
geographical expense, bonus accrual, equity-based compensation
expense, loss (gain) on disposal of assets, phantom units, and
expired acreage (non-cash). We believe Adjusted EBITDAX is a useful
supplemental financial measure to evaluate the economic and
operational performance of exploration and production companies
such as Laramie Energy.
The following table presents a reconciliation of
Laramie Energy’s Adjusted EBITDAX to the most directly comparable
GAAP financial measure, net income (loss) for the periods indicated
(in thousands):
|
Three Months Ended December 31, |
|
Year Ended December 31, |
|
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
Net income (loss) |
$ |
(11,250 |
) |
|
$ |
42,538 |
|
|
$ |
(15,546 |
) |
|
$ |
96,586 |
|
Commodity derivative (income) loss |
|
4,766 |
|
|
|
(40,338 |
) |
|
|
(11,055 |
) |
|
|
(73,289 |
) |
Loss on settled derivative instruments |
|
389 |
|
|
|
1,594 |
|
|
|
14,609 |
|
|
|
161 |
|
Interest expense and loan fees |
|
4,845 |
|
|
|
5,366 |
|
|
|
20,628 |
|
|
|
20,108 |
|
Gain on extinguishment of debt |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,644 |
|
Non-cash preferred dividend |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,910 |
|
Depreciation, depletion, amortization, and accretion |
|
8,158 |
|
|
|
7,714 |
|
|
|
32,841 |
|
|
|
30,179 |
|
Phantom units |
|
3,328 |
|
|
|
2,325 |
|
|
|
2,825 |
|
|
|
5,496 |
|
Loss (gain) on sale of assets, net |
|
— |
|
|
|
— |
|
|
|
(8 |
) |
|
|
307 |
|
Expired acreage (non-cash) |
|
770 |
|
|
|
441 |
|
|
|
1,492 |
|
|
|
553 |
|
Total Adjusted EBITDAX (1) |
$ |
11,006 |
|
|
$ |
19,640 |
|
|
$ |
45,786 |
|
|
$ |
89,655 |
|
_______________________________________
(1) |
For the three months and years ended December 31, 2024 and
2023, there was no exploration and geological and geographical
expense, bonus accrual, or equity-based compensation expense. |
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