Par Pacific Holdings, Inc 10-Q for FY2025 Q1
Par Pacific Holdings, Inc. (PARR)
10-Q
2025-05-08
For: 2025-03-31
View Original
Added on
April 11, 2026
About this 10-Q
Par Pacific Holdings, Inc filed this 10-Q on May 8, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.75B
- down 11.9% from $1.98B a year earlier
- Net loss
- $30.4M
- compared with a net loss of $3.75M a year earlier
- Diluted EPS
- -$0.57
- compared with -$0.06 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________________________________________________________________________________________________
FORM 10-Q
________________________________________________________________________________________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File No. 001-36550
________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________
| (State or other jurisdiction of | (I.R.S. Employer | ||||
| incorporation or organization) | Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(281 ) 899-4800
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION | Page No. | |||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
PART II OTHER INFORMATION | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
The terms “Par,” “Company,” “we,” “our,” and “us” refer to Par Pacific Holdings, Inc. and its consolidated subsidiaries unless the context suggests otherwise.
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share data)
| March 31, 2025 | December 31, 2024 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
| Total cash, cash equivalents, and restricted cash | ||||||||||||||
Trade accounts receivable, net of allowances of $ | ||||||||||||||
| Inventories | ||||||||||||||
| Prepaid and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant, and equipment | ||||||||||||||
| Property, plant, and equipment | ||||||||||||||
| Less accumulated depreciation and amortization | ( | ( | ||||||||||||
| Property, plant, and equipment, net | ||||||||||||||
| Long-term assets | ||||||||||||||
Operating lease right-of-use (“ROU”) assets | ||||||||||||||
| Refining and logistics equity investments | ||||||||||||||
| Investment in Laramie Energy, LLC | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Other long-term assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Current maturities of long-term debt | $ | $ | ||||||||||||
| Obligations under inventory financing agreements | ||||||||||||||
| Accounts payable | ||||||||||||||
| Accrued taxes | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other accrued liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term liabilities | ||||||||||||||
| Long-term debt, net of current maturities | ||||||||||||||
| Finance lease liabilities | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies (Note 14) | ||||||||||||||
| Stockholders’ equity | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated earnings | ||||||||||||||
| Accumulated other comprehensive income | ||||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||||||
See accompanying notes to the condensed consolidated financial statements.
1
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenues | $ | $ | |||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | |||||||||||||||||||||||
| Operating expense (excluding depreciation) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| General and administrative expense (excluding depreciation) | |||||||||||||||||||||||
| Equity earnings from refining and logistics investments | ( | ( | |||||||||||||||||||||
| Acquisition and integration costs | |||||||||||||||||||||||
| Par West redevelopment and other costs | |||||||||||||||||||||||
| Loss on sale of assets, net | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense and financing costs, net | ( | ( | |||||||||||||||||||||
| Debt extinguishment and commitment costs | ( | ||||||||||||||||||||||
| Other loss, net | ( | ( | |||||||||||||||||||||
| Equity earnings from Laramie Energy, LLC | |||||||||||||||||||||||
| Total other expense, net | ( | ( | |||||||||||||||||||||
| Loss before income taxes | ( | ( | |||||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Loss per share | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | |||||||||||||||||||
| Diluted | $ | ( | $ | ( | |||||||||||||||||||
| Weighted-average number of shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
2
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands)
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Other post-retirement benefits (loss), net of tax | ( | ( | |||||||||||||||||||||
| Total other comprehensive loss, net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | |||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
3
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net Loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Debt extinguishment and commitment costs | ||||||||||||||
| Non-cash interest expense | ||||||||||||||
| Non-cash lower of cost and net realizable value adjustment | ( | |||||||||||||
| Deferred taxes | ( | ( | ||||||||||||
| Loss on sale of assets, net | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Unrealized (gain) loss on derivative contracts | ( | |||||||||||||
| Equity earnings from Laramie Energy, LLC | ( | ( | ||||||||||||
| Equity earnings from refining and logistics investments | ( | ( | ||||||||||||
| Dividends received from refining and logistics investments | ||||||||||||||
| Net changes in operating assets and liabilities: | ||||||||||||||
| Trade accounts receivable | ( | |||||||||||||
| Prepaid and other assets | ||||||||||||||
| Inventories | ||||||||||||||
| Deferred turnaround expenditures | ( | ( | ||||||||||||
| Obligations under inventory financing agreements | ||||||||||||||
| Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities | ( | ( | ||||||||||||
| Net cash provided by (used in) operating activities | ( | |||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Proceeds from sale of assets and other | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from borrowings | ||||||||||||||
| Repayments of borrowings | ( | ( | ||||||||||||
| Net borrowings (repayments) of deferred payment arrangements and receivable advances | ||||||||||||||
| Payment of deferred loan costs | ( | ( | ||||||||||||
| Purchase of common stock for retirement | ( | ( | ||||||||||||
| Payments for debt extinguishment and commitment costs | ( | |||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Net decrease in cash, cash equivalents, and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | ||||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | ||||||||||||
| Supplemental cash flow information: | ||||||||||||||
| Net cash paid for: | ||||||||||||||
| Interest | $ | ( | $ | ( | ||||||||||
| Taxes | ( | ( | ||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||
| Accrued capital expenditures | $ | $ | ||||||||||||
| ROU assets obtained in exchange for new finance lease liabilities | ||||||||||||||
| ROU assets obtained in exchange for new operating lease liabilities | ||||||||||||||
| ROU assets terminated in exchange for release from operating lease liabilities | ||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
4
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(in thousands)
| Accumulated | |||||||||||||||||||||||||||||||||||
| Additional | Other | ||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Comprehensive | Total | |||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Income | Equity | ||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | |||||||||||||||||||||||||||||||||
| Purchase of common stock for retirement | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Accumulated | |||||||||||||||||||||||||||||||||||
| Additional | Other | ||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Comprehensive | Total | |||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Income | Equity | ||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | |||||||||||||||||||||||||||||||||
| Purchase of common stock for retirement | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
5
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
Note 1—Overview
Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) provide both renewable and conventional fuels to the western United States. Currently, we operate in three primary business segments:
1) Refining - We own and operate four refineries. Our refineries in Kapolei, Hawaii, Newcastle, Wyoming, Tacoma, Washington, and Billings, Montana, convert crude oil into gasoline, distillate, asphalt, and other products to serve the state of Hawaii and areas ranging from Washington state to the Dakotas and Wyoming.
2) Retail - We operate fuel retail outlets in Hawaii, Washington, and Idaho. We operate convenience stores and fuel retail sites under our “Hele” and “nomnom” brands, “76” branded fuel retail sites, and other sites operated by third parties that sell gasoline, diesel, and retail merchandise such as soft drinks, prepared foods, and other sundries. We also operate unattended cardlock stations.
3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions. This network includes a single point mooring (“SPM”) in Hawaii, a unit train-capable rail loading terminal in Washington, and other terminals, pipelines, trucking operations, marine vessels, storage facilities, loading and truck racks, and rail facilities for the movement of petroleum, refined products, and ethanol in and among the Hawaiian islands, between the U.S. West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming.
Our Wyoming refinery experienced an operational incident on the evening of February 12, 2025, and remained safely idled during repair and recovery work through the end of the quarter ended March 31, 2025.
As of March 31, 2025, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”). Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. As of March 31, 2025, we own a 65 % and a 40 % equity investment in Yellowstone Energy Limited Partnership, (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively.
Note 2—Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The condensed consolidated financial statements include the accounts of Par and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2024, was derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Use of Estimates
The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates.
Allowance for Credit Losses
We are exposed to credit losses primarily through our sales of refined products. Credit limits and/or prepayment requirements are set based on such factors as the customer’s financial results, credit rating, payment history, and industry and
6
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
Cost Classifications
Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our environmental credit obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains and losses on derivatives and inventory valuation adjustments. Certain direct operating expenses related to our logistics segment are also included in Cost of revenues (excluding depreciation).
Operating expense (excluding depreciation) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, and environmental compliance costs, as well as chemicals and catalysts and other direct operating expenses.
The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our condensed consolidated statements of operations (in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Cost of revenues | $ | $ | ||||||||||||||||||||||||
| Operating expense | ||||||||||||||||||||||||||
| General and administrative expense | ||||||||||||||||||||||||||
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, that had a material impact on our condensed consolidated financial statements for the three months ended March 31, 2025.
Accounting Principles Not Yet Adopted
On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure (Topic 740). This ASU requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. Additionally, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. ASU 2023-09, which allows for early adoption, is effective for all annual periods beginning after December 15, 2024. This is expected to result in expanded tax disclosures, applied on a prospective basis, in the full year financial statements for the year ended December 31, 2025.
Note 3—Refining and Logistics Equity Investments
Yellowstone Energy Limited Partnership
As of March 31, 2025, we owned a 65 % limited partnership ownership interest in YELP. YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power production for the local utility grid. We account for our investment in YELP using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YELP’s net income and the depreciation of our basis difference are included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations and reported as part of our refining segment. Please read Note 18—Segment Information for further information on our reporting segments. Our proportionate share of YELP’s net income (loss) is recorded on a one-month lag.
7
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
The change in our equity investment in YELP is as follows (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
Equity earnings from YELP | |||||||||||||||||||||||
Amortization of basis difference | ( | ( | |||||||||||||||||||||
| Dividends received | ( | ||||||||||||||||||||||
| Ending balance | $ | $ | |||||||||||||||||||||
Yellowstone Pipeline Company
As of March 31, 2025, we owned a 40 % ownership interest in YPLC. YPLC owns a refined products pipeline that begins at our Montana refinery and transports refined product throughout Montana and the Pacific Northwest. We account for our ownership interest in YPLC using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YPLC’s net income and the accretion of our basis difference is included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations and reported as part of our logistics segment. Please read Note 18—Segment Information for further information on our reporting segments.
The change in our equity investment in YPLC is as follows (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
Equity earnings from YPLC | |||||||||||||||||||||||
| Accretion of basis difference | |||||||||||||||||||||||
| Ending balance | $ | $ | |||||||||||||||||||||
Note 4—Investment in Laramie Energy
As of March 31, 2025, 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 $13.2 million and $12.5 million as of March 31, 2025, and December 31, 2024, respectively and is accounted for under the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies.
On February 21, 2023, Laramie Energy entered into a term loan agreement which provides a $205 million first lien term loan facility with $160.0 million funded at closing and an optional $45 million delayed draw commitment. The delayed draw commitment expired in August 2024. Under the terms of the term loan, Laramie is permitted to make future cash distributions to its owners, including us, subject to certain restrictions. Laramie Energy’s term loan matures on February 21, 2027. As of March 31, 2025, and December 31, 2024, the term loan had an outstanding balance of $160.0
At March 31, 2025, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $63.1 million. This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy recorded in prior years.
8
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
The change in our equity investment in Laramie Energy is as follows (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
| Equity earnings (losses) from Laramie Energy | ( | ||||||||||||||||||||||
| Accretion of basis difference | |||||||||||||||||||||||
Ending balance | $ | $ | |||||||||||||||||||||
Note 5—Revenue Recognition
As of March 31, 2025, and December 31, 2024, receivables from contracts with customers were $298.1 million and $312.7 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 $6.5 million and $16.2 million as of March 31, 2025, and December 31, 2024, respectively. We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation.
The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands):
| Three Months Ended March 31, 2025 | Refining | Logistics | Retail | |||||||||||||||||||||||||||||||||||||||||
| Product or service: | ||||||||||||||||||||||||||||||||||||||||||||
| Gasoline | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Distillates (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Other refined products (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Merchandise | ||||||||||||||||||||||||||||||||||||||||||||
| Transportation and terminalling services | ||||||||||||||||||||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Total segment revenues (3) | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2024 | Refining | Logistics | Retail | |||||||||||||||||||||||||||||||||||||||||
| Product or service: | ||||||||||||||||||||||||||||||||||||||||||||
| Gasoline | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Distillates (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Other refined products (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Merchandise | ||||||||||||||||||||||||||||||||||||||||||||
| Transportation and terminalling services | ||||||||||||||||||||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Total segment revenues (3) | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
_______________________________________________________
(1)Distillates primarily include diesel and jet fuel.
(2)Other refined products include fuel oil, vacuum gas oil, and asphalt.
9
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
Note 6—Inventories
Inventories at March 31, 2025, and December 31, 2024, consisted of the following (in thousands):
| Titled Inventory | Inventory Intermediation Agreement (1) | Total | |||||||||||||||||||||
| March 31, 2025 | |||||||||||||||||||||||
| Crude oil and feedstocks | $ | $ | $ | ||||||||||||||||||||
| Refined products and blendstock | |||||||||||||||||||||||
| Warehouse stock and other (2) | |||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Crude oil and feedstocks | $ | $ | $ | ||||||||||||||||||||
| Refined products and blendstock | |||||||||||||||||||||||
| Warehouse stock and other (2) | |||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
________________________________________________________
(1)Please read Note 8—Inventory Financing Agreements for further information.
(2)Includes $138.0 million and $195.0 million of RINs and environmental credits, reported at the lower of cost or net realizable value, as of March 31, 2025, and December 31, 2024, respectively. Our renewable volume obligation and other gross environmental credit obligations of $217.8 million and $232.0 million are included in Other accrued liabilities on our condensed consolidated balance sheets as of March 31, 2025, and December 31, 2024, respectively.
As of March 31, 2025, there was no reserve for the lower of cost or net realizable value of inventory. As of December 31, 2024, there was $2.3 million reserved for the lower of cost or net realizable value of inventory. As of March 31, 2025, and December 31, 2024, the current replacement cost exceeded the LIFO inventory carrying value by approximately $31.8 million and $31.9 million, respectively.
Note 7—Prepaid and Other Current Assets
Prepaid and other current assets at March 31, 2025, and December 31, 2024 consisted of the following (in thousands):
| March 31, 2025 | December 31, 2024 | |||||||||||||
| Collateral posted with broker for derivative instruments (1) | $ | $ | ||||||||||||
| Prepaid insurance | ||||||||||||||
| Derivative assets | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
_________________________________________________________
(1)Our cash margin that is required as collateral deposits on our commodity derivatives cannot be offset against the fair value of open contracts except in the event of default. Please read Note 11—Derivatives for further information.
Note 8—Inventory Financing Agreements
Inventory Intermediation Agreement
On May 31, 2024, Par Hawaii Refining, LLC (“PHR“), our wholly owned subsidiary, entered into an inventory intermediation agreement with Citigroup Energy Inc. (“Citi”) (the “Inventory Intermediation Agreement”) to support our Hawaii refining operations. Pursuant to the Inventory Intermediation Agreement, Citi will finance and hold title to crude oil in storage tanks and certain crude oil in transit to be consumed by PHR’s refinery located in Kapolei, Hawaii (the “Hawaii Refinery”). In connection with the Inventory Intermediation Agreement, Citi will enter into certain hedging transactions, in each case, on terms and subject to conditions set forth in the Inventory Intermediation Agreement. As of March 31, 2025, and
10
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
December 31, 2024, there were $211.5 million and $194.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively.
Supply and Offtake Agreement
Prior to May 31, 2024, we were a party to a supply and offtake agreement (the “Supply and Offtake Agreement") with J. Aron & Company, LLC (“J. Aron”) to support our Hawaii refining operations. Under the Supply and Offtake Agreement, which was accounted for in a manner consistent with a product financing arrangement, we paid or received certain fees from J. Aron based on changes in market prices over time. The amount due to or from J. Aron was recorded as an adjustment to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement. The Supply and Offtake Agreement expired on May 31, 2024, and we entered into the Inventory Intermediation Agreement.
LC Facility due 2024
Prior to May 31, 2024, PHR, as borrower, the lenders and letter of credit issuing banks were each a party (collectively, the “LC Facility Lenders”) to 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 in the maximum available amount of $120.0 million in the aggregate (the “LC Facility”) with the right to request an increase up to $350.0 million in the aggregate, subject to certain conditions. Letters of credit issued under the LC Facility were intended to finance and provide credit support for certain of PHR’s purchases of crude oil. The LC Facility was terminated early on May 31, 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 the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| Net fees and expenses: | ||||||||||||||||||||||||||||||||
| Inventory Intermediation Agreement | ||||||||||||||||||||||||||||||||
| Inventory intermediation fees (1) | $ | $ | ||||||||||||||||||||||||||||||
| Interest expense and financing costs, net | ||||||||||||||||||||||||||||||||
Supply and Offtake Agreement | ||||||||||||||||||||||||||||||||
| Inventory intermediation fees (1) | ||||||||||||||||||||||||||||||||
| Interest expense and financing costs, net | ||||||||||||||||||||||||||||||||
LC Facility due 2024 | ||||||||||||||||||||||||||||||||
| Interest expense and financing costs, net | ||||||||||||||||||||||||||||||||
___________________________________________________
11
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
Note 9—Other Accrued Liabilities
Other accrued liabilities at March 31, 2025, and December 31, 2024, consisted of the following (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Accrued payroll and other employee benefits | $ | $ | |||||||||
| Environmental credit obligations (1) | |||||||||||
| Derivative liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
___________________________________________________
(1)Please read Note 12—Fair Value Measurements for further information. A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our condensed consolidated balance sheet and are stated at the lower of cost or net realizable value. The carrying costs of these assets were $138.0 million and $195.0 million as of March 31, 2025, and December 31, 2024, respectively.
Note 10—Debt
The following table summarizes our outstanding debt (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
ABL Credit Facility due 2028 | $ | $ | |||||||||
Term Loan Credit Agreement due 2030 | |||||||||||
| Other long-term debt | |||||||||||
| Principal amount of long-term debt | |||||||||||
| Less: unamortized discount and deferred financing costs | ( | ( | |||||||||
| Total debt, net of unamortized discount and deferred financing costs | |||||||||||
| Less: current maturities, net of unamortized discount and deferred financing costs | ( | ( | |||||||||
| Long-term debt, net of current maturities | $ | $ | |||||||||
As of March 31, 2025 and December 31, 2024, we had $111.2 million and $110.2 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively. We had $57.1
Under the ABL Credit Facility and the Term Loan Credit Agreement, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.
ABL Credit Facility due 2028
On April 26, 2023, we entered into an Asset-Based Revolving Credit Agreement with certain lenders, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (as amended from time to time, the “ABL Credit Facility”). On March 22, 2024, we entered into the Third Amendment (the “Third Amendment”) to the ABL Credit Facility. The Third Amendment provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $1.4 billion, (ii) future incremental increases up to $400 million, (iii) the joinder of PHR to the ABL Credit Facility as a Borrower, and (iv) certain other amendments to the ABL Credit Facility to permit a new intermediation facility in favor of PHR. We recorded deferred financing costs of $3.8 million related to the Third Amendment that will be amortized over the remaining term of the ABL Credit Facility. 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 March 31, 2025, the ABL Credit Facility had $525 million outstanding in revolving loans and a borrowing base of approximately $1.0 billion. The ABL Credit Facility will mature, and the commitments thereunder will terminate on April 26, 2028. As of March 31, 2025, we had $391.7 million of availability under the ABL Credit Facility.
12
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
Term Loan Credit Agreement due 2030
On February 28, 2023, we entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (“Lenders”). On April 8, 2024, the Term Loan Credit Agreement was amended by the Amendment No. 1 to Term Loan Credit Agreement (“Amendment No. 1 to Term Loan Credit Agreement”). Amendment No. 1 to Term Loan Credit Agreement provided for, among other things, (i) a reduction in the Applicable Margin under the Term Loan Credit Agreement by 50 basis points, such that base rate loans and Secure Overnight Financing Rate (“SOFR”) loans will bear interest at the applicable base rate plus 2.75 % and 3.75 %, respectively, and (ii) the elimination of the Term SOFR Adjustment of 10 basis points with respect to loans under the Term Loan Credit Agreement.
On November 25, 2024, the Term Loan Credit Agreement was amended by the Amendment No. 2 to Term Loan Credit Agreement (“Amendment No. 2 to Term Loan Credit Agreement”). Amendment No. 2 to Term Loan Credit Agreement provided for, among other things, an increase to the size of the term loan from $550.0 million to an aggregate principal balance of $650.0 million. We recorded deferred financing costs of $0.5 million related to the Amendment No. 2 to Term Loan Credit Agreement that will be amortized over the remaining term.
The Term Loan Credit Agreement requires quarterly payments of $1.6 million on the last business day of each March, June, September and December, with the balance due upon maturity. The Term Loan Credit Agreement matures on February 28, 2030.
Other Long-Term Debt
On June 7, 2023, we entered into two promissory notes with a third-party lender to acquire land in Kahului, Hawaii, and Hilo, Hawaii totaling $5.1 million. The notes bear interest at a fixed rate of 4.625 % per annum and are payable on the first day of each month, commencing on July 1, 2023, until maturity. The promissory notes are unsecured and mature on June 7, 2030.
Cross Default Provisions
Included within each of our debt agreements are affirmative and negative covenants, and customary cross default provisions, that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived. As of March 31, 2025, we were in compliance with all of our debt instruments.
Note 11—Derivatives
Commodity Derivatives
Our condensed consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 12—Fair Value Measurements for the gross fair value and net carrying value of our derivative instruments.
Our open futures and over-the-counter (“OTC”) swaps expire in March 2026. At March 31, 2025, our open commodity derivative contracts represented (in thousands of barrels):
| Contract Type | Purchases | Sales | Net | |||||||||||||||||
| Futures | ( | ( | ||||||||||||||||||
| Swaps | ( | ( | ||||||||||||||||||
| Total | ( | ( | ||||||||||||||||||
At March 31, 2025, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries. The following table provides information on these option collars at our refineries as of March 31, 2025:
| 2025 | 2026 | |||||||||||||
| Total open option collars | ||||||||||||||
| Weighted-average strike price - floor (in dollars) | $ | $ | ||||||||||||
| Weighted-average strike price - ceiling (in dollars) | $ | $ | ||||||||||||
| Earliest commencement date | April 2025 | January 2026 | ||||||||||||
| Furthest expiry date | December 2025 | December 2026 | ||||||||||||
13
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
Interest Rate Derivatives
We are exposed to interest rate volatility in our ABL Credit Facility, Term Loan Credit Agreement, and the Inventory Intermediation Agreement. We may utilize interest rate swaps to manage our interest rate risk. On April 12, 2023, we entered into an interest rate collar transaction to manage our interest rate risk related to the Term Loan Credit Agreement. The interest rate collar agreement reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $300.0 million as of March 31, 2025. 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. The interest rate collar transaction expires on May 31, 2026.
The following table provides information on the fair value amounts (in thousands) of these derivatives as of March 31, 2025 and December 31, 2024, and their placement within our condensed consolidated balance sheets.
| Balance Sheet Location | March 31, 2025 | December 31, 2024 | |||||||||||||||
| Asset (Liability) | |||||||||||||||||
| Commodity derivatives (1) | Prepaid and other current assets | $ | $ | ||||||||||||||
Commodity derivatives (2) | Other accrued liabilities | ( | ( | ||||||||||||||
Citi repurchase obligation derivative | Obligations under inventory financing agreements | ( | ( | ||||||||||||||
| Interest rate derivatives | Other liabilities | ( | ( | ||||||||||||||
_________________________________________________________
(1)Does not include cash collateral of $1.4 million and $38.6 million recorded in Prepaid and other current assets as of March 31, 2025, and December 31, 2024, respectively. Does not include $0.5 million and $2.3 million recorded in Prepaid and other current assets as of March 31, 2025, and December 31, 2024, respectively, related to realized derivatives receivable.
(2)Does not include $8.2 million and $6.1 million recorded in Other accrued liabilities as of March 31, 2025, and December 31, 2024, respectively, related to realized derivatives payable.
The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| Statement of Operations Location | 2025 | 2024 | |||||||||||||||||||||||||||
| Commodity derivatives | Cost of revenues (excluding depreciation) | $ | $ | ( | |||||||||||||||||||||||||
| J. Aron repurchase obligation derivative | Cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||
Citi repurchase obligation derivative | Cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||
| Interest rate derivatives | Interest expense and financing costs, net | ( | |||||||||||||||||||||||||||
Note 12—Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Equity Method Investments
We evaluate equity method investments for impairment when factors indicate that a decrease in the value of our investment has occurred and the carrying amount of our investment may not be recoverable. An impairment loss, based on the difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary.
14
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Derivative Instruments
We classify financial assets and liabilities according to the fair value hierarchy. Financial assets and liabilities classified as Level 1 instruments are valued using quoted prices in active markets for identical assets and liabilities. These include our exchange traded futures. Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Our Level 2 instruments include OTC swaps and options. These derivatives are valued using market quotations from independent price reporting agencies and commodity exchange price curves that are corroborated with market data. Level 3 instruments are valued using significant unobservable inputs that are not supported by sufficient market activity. The valuation of the embedded derivative related to our Citi repurchase obligation is based on estimates of the prices and a weighted-average price differential assuming settlement at the end of the reporting period. Estimates of the Citi settlement prices are based on observable inputs, such as Brent indices, and unobservable inputs, such as contractual price differentials as defined in the Inventory Intermediation Agreement. Contractual price differentials are considered unobservable inputs; therefore, these embedded derivatives are classified as Level 3 instruments. We do not have other commodity derivatives classified as Level 3 at March 31, 2025, or December 31, 2024. Please read Note 11—Derivatives for further information on derivatives.
Gross Environmental Credit Obligations
The portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits. The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period and classified as Level 2 instruments as we obtain the pricing inputs for the RINs and other environmental credits from brokers based on market quotes on similar instruments. Please read Note 14—Commitments and Contingencies for further information on the U.S. Environmental Protection Agency (“EPA”) regulations related to greenhouse gases.
Financial Statement Impact
Fair value amounts by hierarchy level as of March 31, 2025, and December 31, 2024, are presented gross in the tables below (in thousands):
| March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Gross Fair Value | Effect of Counter-Party Netting | Net Carrying Value on Balance Sheet (1) | ||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Commodity derivatives | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Commodity derivatives | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
Citi repurchase obligation derivative | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Interest rate derivatives | ( | ( | ( | ||||||||||||||||||||||||||||||||
Gross environmental credit obligations (2) (3) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total liabilities | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
15
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
| December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Gross Fair Value | Effect of Counter-Party Netting | Net Carrying Value on Balance Sheet (1) | ||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Commodity derivatives | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Commodity derivatives | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Citi repurchase obligation derivative | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Interest rate derivatives | ( | ( | ( | ||||||||||||||||||||||||||||||||
Gross environmental credit obligations (2) (3) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total liabilities | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
_________________________________________________________
(1)Does not include cash collateral of $1.4 million and $38.6 million as of March 31, 2025, and December 31, 2024, respectively, included within Prepaid and other current assets on our condensed consolidated balance sheets, respectively.
(2)Does not include RINs assets and other environmental credits of $138.0 million and $195.0 million presented in Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of March 31, 2025, and December 31, 2024, respectively, and $5.7 million included in Other long-term assets as of March 31, 2025.
(3)Does not include environmental liabilities of $134.8 million and $187.5 million satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits included in Other Accrued Liabilities on our condensed consolidated balance sheets as of March 31, 2025, and December 31, 2024, respectively.
A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Balance, at beginning of period | $ | ( | $ | ( | |||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| Balance, at end of period | $ | ( | $ | ( | |||||||||||||||||||
(1)Included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations.
The carrying value and fair value of long-term debt and other financial instruments as of March 31, 2025, and December 31, 2024, are as follows (in thousands):
| March 31, 2025 | |||||||||||
| Carrying Value | Fair Value | ||||||||||
ABL Credit Facility due 2028 (1) | $ | $ | |||||||||
Term Loan Credit Agreement due 2030 (2) | |||||||||||
Other long-term debt (2) | |||||||||||
16
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
| December 31, 2024 | |||||||||||
| Carrying Value | Fair Value | ||||||||||
ABL Credit Facility due 2028 (1) | $ | $ | |||||||||
Term Loan Credit Agreement due 2030 (2) | |||||||||||
| Other long-term debt (2) | |||||||||||
_________________________________________________________
(1)The fair value measurements of the ABL Credit Facility are considered Level 3 measurements in the fair value hierarchy.
(2)The fair value measurements of the Term Loan Credit Agreement and Other long-term debt are considered Level 2 measurements in the fair value hierarchy as discussed below.
The fair values of the Term Loan Credit Agreement and Other long-term debt were determined using a market approach based on quoted prices and the inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy.
The carrying value of our ABL Credit Facility was determined to approximate fair value as of March 31, 2025. The fair value of all non-derivative financial instruments recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximate their carrying value due to their short-term nature.
Note 13—Leases
We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from to 30 years or more. There are no material residual value guarantees associated with any of our leases.
17
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities, weighted-average remaining lease term, and weighted average discount rate as of March 31, 2025, and December 31, 2024, and their placement within our condensed consolidated balance sheets:
| Lease type | Balance Sheet Location | March 31, 2025 | December 31, 2024 | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Finance | Property, plant, and equipment | $ | $ | |||||||||||||||||
| Finance | Accumulated amortization | ( | ( | |||||||||||||||||
| Finance | ||||||||||||||||||||
| Operating | Operating lease right-of-use (“ROU”) assets | |||||||||||||||||||
| Total right-of-use assets | $ | $ | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Current | ||||||||||||||||||||
| Finance | $ | $ | ||||||||||||||||||
| Operating | Operating lease liabilities | |||||||||||||||||||
| Long-term | ||||||||||||||||||||
| Finance | Finance lease liabilities | |||||||||||||||||||
| Operating | Operating lease liabilities | |||||||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||||||||
| Weighted-average remaining lease term (in years) | ||||||||||||||||||||
| Finance | ||||||||||||||||||||
| Operating | ||||||||||||||||||||
| Weighted-average discount rate | ||||||||||||||||||||
| Finance | % | % | ||||||||||||||||||
| Operating | % | % | ||||||||||||||||||
The following table summarizes the lease costs and income recognized in our condensed consolidated statements of operations (in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||
| Lease cost (income) type | 2025 | 2024 | ||||||||||||||||||||||||||||||
| Finance lease cost | ||||||||||||||||||||||||||||||||
| Amortization of finance lease ROU assets | $ | $ | ||||||||||||||||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||||||||||||||||||
| Operating lease cost | ||||||||||||||||||||||||||||||||
| Variable lease cost | ||||||||||||||||||||||||||||||||
| Short-term lease cost | ||||||||||||||||||||||||||||||||
| Net lease cost | $ | $ | ||||||||||||||||||||||||||||||
| $ | ( | $ | ( | |||||||||||||||||||||||||||||
_________________________________________________________
(1)The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material.
18
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
The following table summarizes the supplemental cash flow information related to leases as follows (in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||
| Lease type | 2025 | 2024 | ||||||||||||||||||
| Cash paid for amounts included in the measurement of liabilities | ||||||||||||||||||||
| Financing cash flows from finance leases | $ | $ | ||||||||||||||||||
| Operating cash flows from finance leases | ||||||||||||||||||||
| Operating cash flows from operating leases | ||||||||||||||||||||
| Non-cash supplemental amounts | ||||||||||||||||||||
| ROU assets obtained in exchange for new finance lease liabilities | ||||||||||||||||||||
| ROU assets obtained in exchange for new operating lease liabilities | ||||||||||||||||||||
| ROU assets terminated in exchange for release from operating lease liabilities | ||||||||||||||||||||
The table below includes the estimated future undiscounted cash flows for finance and operating leases as of March 31, 2025 (in thousands):
| For the year ending December 31, | Finance leases | Operating leases | Total | |||||||||||||||||
| 2025 (1) | $ | $ | $ | |||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total lease payments | ||||||||||||||||||||
| Less amount representing interest | ( | ( | ( | |||||||||||||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||||||||||
_________________________________________________________
(1)Represents the period from April 1, 2025, to December 31, 2025.
Note 14—Commitments and Contingencies
In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows.
Tax and Related Matters
We are also party to various other legal proceedings, claims, and regulatory, tax or government audits, inquiries, and investigations that arise in the ordinary course of business. From time to time, PHR has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulu’s property tax assessment for tax year 2023. During the first quarter of 2022, we received a tax assessment in the amount of $1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil between 2014 and 2016. We believe the Department of Revenue’s interpretation is in conflict with its prior guidance and we appealed in November 2022. By opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in the Hawaii foreign trade zone from certain state taxes. We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such prior tax periods. Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit court of the state of Hawaii alleging that PHR, Par Pacific Holdings, Inc. and certain unnamed defendants made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking unspecified damages, penalties,
19
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
interest and injunctive relief. We dispute the allegations in the complaint and intend to vigorously defend ourselves in such proceeding. We believe the likelihood of an unfavorable outcome in these matters to be neither probable nor reasonably estimable.
Environmental Matters
Like other petroleum refiners, our operations are subject to extensive and periodically changing federal, state, and local environmental laws and regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time.
Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows.
Hawaii Consent Decree
On July 18, 2016, PHR and subsidiaries of Tesoro Corporation (“Tesoro”) entered into a consent decree with the EPA, the U.S. Department of Justice and other state governmental authorities concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro and its affiliates (“Consent Decree”), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013. On September 29, 2023, we received a letter from EPA related to the alleged violation of certain air emission limits, controls, monitoring, and repair requirements under the Consent Decree. We are unable to predict the cost to resolve these alleged violations, but resolution will likely involve financial penalties or impose capital expenditure requirements that could be material.
Wyoming Refinery
Our Wyoming refinery is subject to a number of consent decrees, orders, and settlement agreements involving the EPA and/or the Wyoming Department of Environmental Quality, some of which date back to the late 1970s and several of which remain in effect, requiring further actions at the Wyoming refinery. The largest cost component arising from these various decrees relates to the investigation, monitoring, and remediation of soil, groundwater, surface water, and sediment contamination associated with the facility’s historic operations. Investigative work by Hermes Consolidated LLC, and its wholly owned subsidiary, Wyoming Pipeline Company, (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. As of March 31, 2025, we have accrued $13.0 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years.
Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and replace those impoundments with a new wastewater treatment system. Based on current information, reasonable estimates we have received suggest costs of approximately $11.6 million to design and construct a new wastewater treatment system.
Finally, among the various historic consent decrees, orders, and settlement agreements into which Wyoming Refining has entered, there are several penalty orders associated with exceedances of permitted limits by the Wyoming refinery’s wastewater discharges. Although the frequency of these exceedances has declined over time, Wyoming Refining may become subject to new penalty enforcement action in the next several years, which could involve penalties in excess of $300,000 .
Washington Climate Commitment Act and Clean Fuel Standard
The Climate Commitment Act (“Washington CCA”), was established in 2021 and took effect January 1, 2023. The Washington CCA established a cap and invest program designed to significantly reduce greenhouse gas emissions. Rules implementing the Washington CCA by the Washington Department of Ecology set a cap on greenhouse gas emissions, provide mechanisms for the sale and tracking of tradable emissions allowances, and establish additional compliance and accountability measures. Additionally, a low carbon fuel standard (the “Clean Fuel Standard”) that limits carbon in transportation fuels and enables certain producers to buy or sell credits was also signed into law and became effective in 2023. We purchase emission
20
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
allowances and compliance credits or allowances at State auctions and on the open market to meet our obligations under these regulations and include the costs in the price of our products.
Regulation of Greenhouse Gases
Under the Energy Independence and Security Act (the “EISA”), the Renewable Fuel Standard (the “RFS”) requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply. Over time, higher annual RFS requirements have the potential to reduce demand for our refined transportation fuel products. In the near term, the RFS will be satisfied primarily with fuel ethanol blended into gasoline or by purchasing renewable credits, referred to as RINs, to maintain compliance.
The RFS may present production and logistics challenges for both the renewable fuels and petroleum refining and marketing industries in that we may have to enter into arrangements with other parties or purchase D3 waivers from the EPA to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels.
There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA, RFS and other fuel-related regulations. We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels.
Note 15—Stockholders’ Equity
Share Repurchase Program
On February 21, 2025, the Board authorized a share repurchase program for up to $250 million of common stock, with no specified end date. This repurchase program terminated and replaced the prior authorization to repurchase up to $250 million of common stock. During the three months ended March 31, 2025, 3.6 million shares were repurchased under this share repurchase program for $51.2 million. The repurchased shares were retired by the Company upon receipt. During the three months ended March 31, 2024, 906 thousand shares were repurchased under the prior share repurchase program for $32.4 million. As of March 31, 2025, there was $209.1 million of authorization remaining under the current share repurchase program.
Incentive Plans
The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Par Pacific Holdings, Inc. 2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Restricted Stock Awards | $ | $ | |||||||||||||||||||||
| Restricted Stock Units | |||||||||||||||||||||||
| Stock Option Awards | |||||||||||||||||||||||
On February 27, 2024, William Pate, Chief Executive Officer (“CEO”), announced that he would retire from his CEO role effective May 1, 2024. During the first quarter of 2024, the Board approved the acceleration of unvested equity awards and the modification of vested stock options granted to him. For the three months ended March 31, 2025, and 2024, we recorded $0.3 million and $13.1 million stock-based compensation expenses resulting from this and other equity awards modifications, respectively.
During the three months ended March 31, 2025, we granted 683 thousand shares of restricted stock and restricted stock units with a fair value of approximately $10.7 million. As of March 31, 2025, there were approximately $20.0 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 1.6 years.
During the three months ended March 31, 2025, we granted no stock option awards. As of March 31, 2025, there were approximately $5.5 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 4.0 years.
21
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
During the three months ended March 31, 2025, we granted 213 thousand performance restricted stock units to executive officers. These performance restricted stock units had a fair value of approximately $3.3 million and are subject to certain annual performance targets based on three-year -performance periods as defined by our Board of Directors. As of March 31, 2025, there were approximately $5.2 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.
Note 16—Income (Loss) per Share
The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Plus: Net income effect of convertible securities | |||||||||||||||||||||||
| Numerator for diluted loss per common share | $ | ( | $ | ( | |||||||||||||||||||
| Basic weighted-average common stock shares outstanding | |||||||||||||||||||||||
Plus: dilutive effects of common stock equivalents (1) | |||||||||||||||||||||||
| Diluted weighted-average common stock shares outstanding | |||||||||||||||||||||||
| Basic loss per common share | $ | ( | $ | ( | |||||||||||||||||||
| Diluted loss per common share | $ | ( | $ | ( | |||||||||||||||||||
Diluted loss per common share excludes the following equity instruments because their effect would be anti-dilutive: (1) | |||||||||||||||||||||||
| Shares of unvested restricted stock | |||||||||||||||||||||||
| Shares of stock options | |||||||||||||||||||||||
______________________________________________________
(1)Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted Net Loss per common share for the three months ended March 31, 2025 and 2024.
Note 17—Income Taxes
Our income tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter.
For the three months ended March 31, 2025, our effective tax rate 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 and equity method investments.
For the three months ended March 31, 2024, our effective tax rate differed 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.
Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The states from which our refining, retail, and logistics revenues are derived are not the same states in which our NOLs were incurred; therefore, we expect to incur state tax liabilities in connection with our refining, retail, and logistics operations.
Note 18—Segment Information
We report the results for the following four reportable segments: (i) Refining, (ii) Retail, (iii) Logistics, and (iv) Corporate and Other.
22
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
Segment asset information is not provided to our chief operating decision-maker.
Summarized financial information concerning reportable segments consists of the following (in thousands):
| Three Months Ended March 31, 2025 | Refining | Logistics | Retail | Corporate, Eliminations and Other (1) | Total | |||||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||||||||
Fuel revenue | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
Other revenue | ( | |||||||||||||||||||||||||||||||||||||||||||
Total revenues | ( | |||||||||||||||||||||||||||||||||||||||||||
Cost of revenues (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||||||||
| Refining intercompany logistics costs | ( | |||||||||||||||||||||||||||||||||||||||||||
| Other cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||||||||||||||||||
Total cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||||||||||||||||||
Operating expense (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||||||||
| General and administrative expense (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||||||||
| Equity earnings from refining and logistics investments | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Acquisition and integration costs | ||||||||||||||||||||||||||||||||||||||||||||
| Par West redevelopment and other costs | ||||||||||||||||||||||||||||||||||||||||||||
| Loss on sale of assets, net | ||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | ( | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||
| Interest expense and financing costs, net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Debt extinguishment and commitment costs | ( | |||||||||||||||||||||||||||||||||||||||||||
| Other expense, net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Equity earnings from Laramie Energy, LLC | ||||||||||||||||||||||||||||||||||||||||||||
| Loss before income taxes | ( | |||||||||||||||||||||||||||||||||||||||||||
| Income tax benefit | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
23
PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Interim Periods Ended March 31, 2025 and 2024
| Three Months Ended March 31, 2024 | Refining | Logistics | Retail | Corporate, Eliminations and Other (1) | Total | |||||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||||||||
Fuel revenue | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
Other revenue | ( | |||||||||||||||||||||||||||||||||||||||||||
Total revenues | ( | |||||||||||||||||||||||||||||||||||||||||||
Cost of revenues (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||||||||
| Refining intercompany logistics costs | ( | |||||||||||||||||||||||||||||||||||||||||||
| Other cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||||||||||||||||||
Total cost of revenues (excluding depreciation) | ( | |||||||||||||||||||||||||||||||||||||||||||
Operating expense (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||||||||
| General and administrative expense (excluding depreciation) | ||||||||||||||||||||||||||||||||||||||||||||
Equity earnings from refining and logistics investments | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Acquisition and integration costs | ||||||||||||||||||||||||||||||||||||||||||||
| Par West redevelopment and other costs | ||||||||||||||||||||||||||||||||||||||||||||
| Loss (gain) on sale of assets, net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Interest expense and financing costs, net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Debt extinguishment and commitment costs | ||||||||||||||||||||||||||||||||||||||||||||
| Other expense, net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Equity earnings from Laramie Energy, LLC | ||||||||||||||||||||||||||||||||||||||||||||
| Loss before income taxes | ( | |||||||||||||||||||||||||||||||||||||||||||
| Income tax benefit | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
________________________________________________________
(1)Includes eliminations of intersegment revenues and cost of revenues of $148.9 million and $157.8 million for the three months ended March 31, 2025, and 2024, respectively.
24
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a growing energy company based in Houston, Texas, that provides both renewable and conventional fuels to the western United States. For more information, please read Note 1—Overview to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Recent Events Affecting Comparability of Periods
Operational Update
Our Wyoming refinery experienced an operational incident on the evening of February 12, 2025, and remained safely idled during repair and recovery work through the end of the quarter ended March 31, 2025. The 47 days of idle time impacted comparability between the three months ended March 31, 2025, and March 31, 2024.
Economic Update
Energy prices are, among other factors, indicators of inflation. Crude oil pricing decreased in the first quarter of 2025 compared to the first quarter of 2024. Brent crude oil pricing averaged $74.98 per barrel in the first quarter of 2025 compared to $81.76 per barrel in the first quarter of 2024. Average U.S. retail gasoline prices decreased to $2.99 per gallon in the first quarter of 2025 compared to $3.24 per gallon in the first quarter of 2024. The overall energy price index increased 4.2% year over year as of March 31, 2025. The U.S. Energy Information Administration (“EIA”) in its April 2025 short term energy outlook forecasts average Brent crude oil pricing to decrease to $68 per barrel in 2025 and $61 per barrel in 2026 due to increased global oil inventories driven by Organization of the Petroleum Exporting Countries (“OPEC”) reversing production cuts and weak global demand growth. On March 5, 2025, OPEC agreed to gradually increase oil production, starting in April 2025, after a period of voluntary output cuts, with the plan being to reverse the 2.2 million barrels per day cuts over an 18-month period. On April 3, 2025, OPEC agreed to phase out oil output cuts by increasing output by 411,000 barrels per day beginning in May 2025. While inflation has increased relative to the prior year, we do not believe that inflation has had a material effect on our business, financial condition, or results of operations in the first quarter of 2025.
Geopolitical tensions in the Middle East and Red Sea region continue in 2025 putting upward pressure on prices. The overall effect of these conflicts and associated actions taken to limit the purchase of Russian petroleum products impacted freight movements and raised the operating costs of many European and other refineries.
The U.S. has adopted new and increased tariffs on countries and specific goods, subject to evolving exemptions, with additional tariff increases proposed but currently on pause. Those policies, along with retaliatory actions by some trading partners and ongoing negotiations around trade policy, have led to increased volatility and unpredictability for global trade.
Please read Item 1A. — Risk Factors on our Annual Report on Form 10-K for the year ended December 31, 2024 for further information.
Results of Operations
Three months ended March 31, 2025 compared to the three months ended March 31, 2024
Net Loss. Our financial results for the first quarter of 2025 declined from a net loss of $3.8 million for the three months ended March 31, 2024, to a net loss of $30.4 million for the three months ended March 31, 2025. The decrease was primarily driven by a $47.3 million decrease in our refining segment operating income partially offset by a $17.6 million decrease in general and administrative expenses. Please read the discussions of segment and consolidated results below for additional information.
Adjusted EBITDA and Adjusted Net Income (Loss). For the three months ended March 31, 2025, Adjusted EBITDA was $10.1 million compared to $94.7 million for the three months ended March 31, 2024. The $84.6 million decrease was primarily due to a decrease of $102.8 million in refining segment Adjusted Gross Margin, partially offset by a $9.1 million decrease in operating expenses and an increase of $2.7 million in our retail segment Adjusted Gross Margin. Please read the discussion of Adjusted Gross Margin by Segment and the Discussion of Consolidated Results below for additional information.
For the three months ended March 31, 2025, Adjusted Net Loss was $50.3 million compared to Adjusted Net Income of $41.7 million for the three months ended March 31, 2024. The decline was primarily related to the factors described above
25
for the decrease in Adjusted EBITDA, combined with an increase of $3.9 million in D&A and an increase of $3.0 million in interest expense and financing costs, excluding unrealized interest rate derivative losses (gains).
The following tables summarize our consolidated results of operations for the three months ended March 31, 2025, compared to the three months ended March 31, 2024 (in thousands). The following should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 1,745,036 | $ | 1,980,835 | $ | (235,799) | (12)% | ||||||||||||||||
| Cost of revenues (excluding depreciation) | 1,559,360 | 1,747,478 | (188,118) | (11)% | |||||||||||||||||||
| Operating expense (excluding depreciation) | 144,154 | 153,260 | (9,106) | (6)% | |||||||||||||||||||
| Depreciation and amortization | 36,586 | 32,656 | 3,930 | 12% | |||||||||||||||||||
| General and administrative expense (excluding depreciation) | 24,243 | 41,755 | (17,512) | (42)% | |||||||||||||||||||
| Equity earnings from refining and logistics investments | (7,514) | (6,094) | (1,420) | (23)% | |||||||||||||||||||
| Acquisition and integration costs | — | 243 | (243) | (100)% | |||||||||||||||||||
| Par West redevelopment and other costs | 3,982 | 1,971 | 2,011 | 102% | |||||||||||||||||||
| Loss on sale of assets, net | 1 | 51 | (50) | (98)% | |||||||||||||||||||
| Total operating expenses | 1,760,812 | 1,971,320 | |||||||||||||||||||||
| Operating income (loss) | (15,776) | 9,515 | |||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense and financing costs, net | (21,848) | (17,884) | (3,964) | 22% | |||||||||||||||||||
| Debt extinguishment and commitment costs | (25) | — | (25) | NM (1) | |||||||||||||||||||
| Other expense, net | (371) | (2,576) | 2,205 | (86)% | |||||||||||||||||||
| Equity earnings from Laramie Energy, LLC | 726 | 4,563 | (3,837) | (84)% | |||||||||||||||||||
| Total other expense, net | (21,518) | (15,897) | |||||||||||||||||||||
| Loss before income taxes | (37,294) | (6,382) | |||||||||||||||||||||
| Income tax benefit | 6,894 | 2,631 | 4,263 | 162% | |||||||||||||||||||
| Net loss | $ | (30,400) | $ | (3,751) | |||||||||||||||||||
________________________________________________________
(1)NM - Not meaningful
The following tables summarize our operating income (loss) by segment for the three months ended March 31, 2025 and 2024 (in thousands). The following should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
| Three months ended March 31, 2025 | Refining | Logistics (1) | Retail | Corporate, Eliminations and Other (2) | Total | |||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 1,686,129 | $ | 71,415 | $ | 136,432 | $ | (148,940) | $ | 1,745,036 | ||||||||||||||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | 1,571,122 | 40,567 | 96,639 | (148,968) | 1,559,360 | |||||||||||||||||||||||||||||||||||||||
| Operating expense (excluding depreciation) | 118,620 | 4,365 | 21,169 | — | 144,154 | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 26,397 | 6,819 | 2,662 | 708 | 36,586 | |||||||||||||||||||||||||||||||||||||||
| General and administrative expense (excluding depreciation) | — | — | — | 24,243 | 24,243 | |||||||||||||||||||||||||||||||||||||||
| Equity earnings from refining and logistics investments | (5,289) | (2,225) | — | — | (7,514) | |||||||||||||||||||||||||||||||||||||||
| Acquisition and integration costs | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Par West redevelopment and other costs | — | — | — | 3,982 | 3,982 | |||||||||||||||||||||||||||||||||||||||
| Loss on sale of assets, net | — | — | 1 | — | 1 | |||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | (24,721) | $ | 21,889 | $ | 15,961 | $ | (28,905) | $ | (15,776) | ||||||||||||||||||||||||||||||||||
26
| Three months ended March 31, 2024 | Refining | Logistics (1) | Retail | Corporate, Eliminations and Other (2) | Total | |||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 1,926,616 | $ | 71,842 | $ | 140,134 | $ | (157,757) | $ | 1,980,835 | ||||||||||||||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | 1,759,395 | 42,797 | 103,052 | (157,766) | 1,747,478 | |||||||||||||||||||||||||||||||||||||||
| Operating expense (excluding depreciation) | 126,468 | 3,812 | 22,980 | — | 153,260 | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 22,270 | 6,775 | 3,116 | 495 | 32,656 | |||||||||||||||||||||||||||||||||||||||
| General and administrative expense (excluding depreciation) | — | — | — | 41,755 | 41,755 | |||||||||||||||||||||||||||||||||||||||
| Equity earnings from refining and logistics investments | (4,117) | (1,977) | — | — | (6,094) | |||||||||||||||||||||||||||||||||||||||
| Acquisition and integration costs | — | — | — | 243 | 243 | |||||||||||||||||||||||||||||||||||||||
| Par West redevelopment and other costs | — | — | — | 1,971 | 1,971 | |||||||||||||||||||||||||||||||||||||||
| Loss (gain) on sale of assets, net | — | 61 | (10) | — | 51 | |||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 22,600 | $ | 20,374 | $ | 10,996 | $ | (44,455) | $ | 9,515 | ||||||||||||||||||||||||||||||||||
________________________________________________________
(1)Our logistics operations consist primarily of intercompany transactions which eliminate on a consolidated basis.
(2)Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $148.9 million and $157.8 million for the three months ended March 31, 2025 and 2024, respectively.
27
Below is a summary of key operating statistics for the refining segment for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Total Refining Segment | |||||||||||||||||||||||
Feedstocks Throughput (Mbpd) | 176.0 | 180.9 | |||||||||||||||||||||
Refined product sales volume (Mbpd) | 184.6 | 192.9 | |||||||||||||||||||||
| Adjusted Gross Margin per bbl ($/throughput bbl) (1) | $ | 6.59 | $ | 12.58 | |||||||||||||||||||
| Production costs per bbl ($/throughput bbl) (2) | 7.41 | 7.59 | |||||||||||||||||||||
| D&A per bbl ($/throughput bbl) | 1.67 | 1.35 | |||||||||||||||||||||
| Hawaii Refinery | |||||||||||||||||||||||
| Feedstocks Throughput (Mbpd) | 79.4 | 79.4 | |||||||||||||||||||||
| Yield (% of total throughput) | |||||||||||||||||||||||
| Gasoline and gasoline blendstocks | 25.8 | % | 25.0 | % | |||||||||||||||||||
| Distillates | 34.4 | % | 38.2 | % | |||||||||||||||||||
| Fuel oils | 32.4 | % | 34.0 | % | |||||||||||||||||||
| Other products | 4.0 | % | (1.2) | % | |||||||||||||||||||
| Total yield | 96.6 | % | 96.0 | % | |||||||||||||||||||
| Refined product sales volume (Mbpd) | 88.6 | 87.6 | |||||||||||||||||||||
Adjusted Gross Margin per bbl ($/throughput bbl) (1) | $ | 8.90 | $ | 14.00 | |||||||||||||||||||
Production costs per bbl ($/throughput bbl) (2) | 4.81 | 4.89 | |||||||||||||||||||||
| D&A per bbl ($/throughput bbl) | 0.23 | 0.60 | |||||||||||||||||||||
| Montana Refinery | |||||||||||||||||||||||
Feedstocks Throughput (Mbpd) | 51.7 | 53.1 | |||||||||||||||||||||
| Yield (% of total throughput) | |||||||||||||||||||||||
| Gasoline and gasoline blendstocks | 45.3 | % | 47.7 | % | |||||||||||||||||||
| Distillates | 32.5 | % | 32.7 | % | |||||||||||||||||||
| Asphalt | 11.2 | % | 9.9 | % | |||||||||||||||||||
| Other products | 3.2 | % | 4.1 | % | |||||||||||||||||||
| Total yield | 92.2 | % | 94.4 | % | |||||||||||||||||||
Refined product sales volume (Mbpd) | 47.4 | 51.5 | |||||||||||||||||||||
Adjusted Gross Margin per bbl ($/throughput bbl) (1) | $ | 5.04 | $ | 13.82 | |||||||||||||||||||
Production costs per bbl ($/throughput bbl) (2) | 10.56 | 12.44 | |||||||||||||||||||||
| D&A per bbl ($/throughput bbl) | 2.34 | 1.40 | |||||||||||||||||||||
28
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Washington Refinery | |||||||||||||||||||||||
| Feedstocks Throughput (Mbpd) | 38.6 | 31.4 | |||||||||||||||||||||
| Yield (% of total throughput) | |||||||||||||||||||||||
| Gasoline and gasoline blendstocks | 24.3 | % | 23.6 | % | |||||||||||||||||||
| Distillates | 35.9 | % | 33.5 | % | |||||||||||||||||||
| Asphalt | 15.4 | % | 21.0 | % | |||||||||||||||||||
| Other products | 20.5 | % | 17.9 | % | |||||||||||||||||||
| Total yield | 96.1 | % | 96.0 | % | |||||||||||||||||||
| Refined product sales volume (Mbpd) | 36.5 | 36.3 | |||||||||||||||||||||
Adjusted Gross Margin per bbl ($/throughput bbl) (1) | $ | 2.09 | $ | 6.13 | |||||||||||||||||||
Production costs per bbl ($/throughput bbl) (2) | 4.16 | 6.07 | |||||||||||||||||||||
| D&A per bbl ($/throughput bbl) | 2.01 | 2.44 | |||||||||||||||||||||
| Wyoming Refinery | |||||||||||||||||||||||
| Feedstocks Throughput (Mbpd) | 6.3 | 17.0 | |||||||||||||||||||||
| Yield (% of total throughput) | |||||||||||||||||||||||
| Gasoline and gasoline blendstocks | 50.5 | % | 49.8 | % | |||||||||||||||||||
| Distillates | 45.7 | % | 45.9 | % | |||||||||||||||||||
| Fuel oils | 2.3 | % | 1.9 | % | |||||||||||||||||||
| Other products | 1.1 | % | 1.0 | % | |||||||||||||||||||
| Total yield | 99.6 | % | 98.6 | % | |||||||||||||||||||
| Refined product sales volume (Mbpd) | 12.1 | 17.5 | |||||||||||||||||||||
Adjusted Gross Margin per bbl ($/throughput bbl) (1) | $ | 19.83 | $ | 14.84 | |||||||||||||||||||
Production costs per bbl ($/throughput bbl) (2) | 34.35 | 7.86 | |||||||||||||||||||||
| D&A per bbl ($/throughput bbl) | 12.25 | 2.77 | |||||||||||||||||||||
| Market Indices (average $ per barrel) | |||||||||||||||||||||||
Hawaii Index (3) | $ | 8.13 | $ | 12.07 | |||||||||||||||||||
Montana Index (4) | 7.07 | 17.09 | |||||||||||||||||||||
Washington Index (5) | 4.15 | 5.16 | |||||||||||||||||||||
Wyoming Index (6) | 20.31 | 17.23 | |||||||||||||||||||||
Combined Index (7) | 7.38 | 12.83 | |||||||||||||||||||||
| Market Cracks (average $ per barrel) | |||||||||||||||||||||||
Singapore 3.1.2 Product Crack (3) | $ | 13.12 | $ | 18.67 | |||||||||||||||||||
Montana 6.3.2.1 Product Crack (4) | 17.02 | 19.17 | |||||||||||||||||||||
Washington 3.1.1.1 Product Crack (5) | 12.01 | 11.50 | |||||||||||||||||||||
Wyoming 2.1.1 Product Crack (6) | 21.74 | 18.06 | |||||||||||||||||||||
29
Crude Oil Prices (average $ per barrel) (8) | |||||||||||||||||||||||
| Brent | $ | 74.98 | $ | 81.76 | |||||||||||||||||||
| WTI | 71.42 | 76.91 | |||||||||||||||||||||
| ANS (-) Brent | 2.18 | 0.68 | |||||||||||||||||||||
| Bakken Guernsey (-) WTI | (1.81) | (2.02) | |||||||||||||||||||||
| Bakken Williston (-) WTI | (3.08) | (2.30) | |||||||||||||||||||||
| WCS Hardisty (-) WTI | (12.45) | (17.00) | |||||||||||||||||||||
| MSW (-) WTI | (5.20) | (6.50) | |||||||||||||||||||||
| Syncrude (-) WTI | (1.96) | (3.24) | |||||||||||||||||||||
| Brent M1-M3 | 1.22 | 1.06 | |||||||||||||||||||||
________________________________________________________
(1)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.
(2)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.
(3)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.
(4)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.
(5)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
30
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.
(6)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.
(7)Beginning in 2025, we established the Combined Index as a new benchmark for our refining segment. The Combined Index provides a wholistic view of key drivers impacting our refining segment’s financial performance and is calculated as the throughput-weighted average of each regional index for periods under our ownership.
(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.
Below is a summary of key operating statistics for the retail segment for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Retail Segment | |||||||||||||||||||||||
| Retail sales volumes (thousands of gallons) | 29,431 | 29,431 | |||||||||||||||||||||
Non-GAAP Performance Measures
Management uses certain financial measures and forecasts to evaluate our operating performance and allocate resources 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. Operating expense includes certain shared costs such as finance, accounting, tax, human resources, information technology, and legal costs that are not directly attributable to specific operating segments. Remaining expenses are included in the reconciliation of reportable segment Adjusted EBITDA to consolidated pre-tax income (loss) as unallocated corporate general and administrative expenses.
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 management and 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.
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.
31
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 adjustment (which represents the mark-to-market losses (gains) associated with our net RINs liability and our net obligation associated with the Washington Climate Commitment Act 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 March 31, 2025 | Refining | Logistics | Retail | ||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | (24,721) | $ | 21,889 | $ | 15,961 | |||||||||||||||||||||||||||||
Operating expense (excluding depreciation) | 118,620 | 4,365 | 21,169 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 26,397 | 6,819 | 2,662 | ||||||||||||||||||||||||||||||||
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | 1,152 | 966 | — | ||||||||||||||||||||||||||||||||
| Inventory valuation adjustment | (11,687) | — | — | ||||||||||||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | 4,954 | — | — | ||||||||||||||||||||||||||||||||
| Unrealized gain on derivatives | (9,442) | — | — | ||||||||||||||||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | (945) | — | — | ||||||||||||||||||||||||||||||||
| Loss on sale of assets, net | — | — | 1 | ||||||||||||||||||||||||||||||||
| Adjusted Gross Margin (1) | $ | 104,328 | $ | 34,039 | $ | 39,793 | |||||||||||||||||||||||||||||
32
| Three months ended March 31, 2024 | Refining | Logistics | Retail | ||||||||||||||||||||||||||||||||
| Operating income | $ | 22,600 | $ | 20,374 | $ | 10,996 | |||||||||||||||||||||||||||||
Operating expense (excluding depreciation) | 126,468 | 3,812 | 22,980 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 22,270 | 6,775 | 3,116 | ||||||||||||||||||||||||||||||||
Par’s portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | 718 | 928 | — | ||||||||||||||||||||||||||||||||
| Inventory valuation adjustment | 625 | — | — | ||||||||||||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | (10,263) | — | — | ||||||||||||||||||||||||||||||||
| Unrealized loss on derivatives | 44,692 | — | — | ||||||||||||||||||||||||||||||||
| Loss (gain) on sale of assets, net | — | 61 | (10) | ||||||||||||||||||||||||||||||||
Adjusted Gross Margin (1) (2) | $ | 207,110 | $ | 31,950 | $ | 37,082 | |||||||||||||||||||||||||||||
____________________________________________________________________________
(1)For the three months ended March 31, 2025 and 2024, there was no impairment expense in Operating income (loss).
(2)For the three months ended March 31, 2024, 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 RINs and 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 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.
33
The following table presents a reconciliation of Adjusted Net Income and Adjusted EBITDA to the most directly comparable GAAP financial measure, Net loss, on a historical basis for the periods indicated (in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Net Loss | $ | (30,400) | $ | (3,751) | ||||||||||||||||||||||
| Inventory valuation adjustment | (11,687) | 625 | ||||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | 4,954 | (10,263) | ||||||||||||||||||||||||
| Unrealized loss (gain) on derivatives | (9,357) | 43,848 | ||||||||||||||||||||||||
| Par West redevelopment and other costs | 3,982 | 1,971 | ||||||||||||||||||||||||
| Acquisition and integration costs | — | 243 | ||||||||||||||||||||||||
| Debt extinguishment and commitment costs | 25 | — | ||||||||||||||||||||||||
Changes in valuation allowance and other deferred tax items (1) | (6,894) | (2,631) | ||||||||||||||||||||||||
Severance costs and other non-operating expense (2) | 726 | 16,138 | ||||||||||||||||||||||||
| Loss on sale of assets, net | 1 | 51 | ||||||||||||||||||||||||
Equity earnings from Laramie Energy, LLC, excluding cash distributions | (726) | (4,563) | ||||||||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | (945) | — | ||||||||||||||||||||||||
| Adjusted Net Income (Loss) (3) (4) | (50,321) | 41,668 | ||||||||||||||||||||||||
| Depreciation and amortization | 36,586 | 32,656 | ||||||||||||||||||||||||
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) | 21,763 | 18,728 | ||||||||||||||||||||||||
| Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | 2,118 | 1,646 | ||||||||||||||||||||||||
| Income tax expense | — | — | ||||||||||||||||||||||||
Adjusted EBITDA (3) | $ | 10,146 | $ | 94,698 | ||||||||||||||||||||||
________________________________________
(1)For the three months ended March 31, 2025 and 2024, we recognized a non-cash deferred tax benefit of $6.9 million and $2.6 million, respectively, related to deferred state and federal tax liabilities. This tax benefit is included in Income tax expense (benefit) on our condensed consolidated statements of operations.
(2)For the three months ended March 31, 2025 and 2024, we incurred $0.3 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively. For the three months ended March 31, 2024, we incurred $2.3 million for an estimated legal settlement unrelated to current operating activities.
(3)For the three months ended March 31, 2025 and 2024, 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 ended March 31, 2024, there was no impact in Operating income from accounting policy differences at our refining and logistics investments.
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);
34
•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 statement of operations.
The following table presents a reconciliation of Adjusted EBITDA by segment to the most directly comparable GAAP financial measure, Operating income (loss), on a historical basis, for our operating segments for the periods indicated (in thousands):
| Three Months Ended March 31, 2025 | Refining | Logistics | Retail | Corporate and Other | ||||||||||||||||||||||
| Operating income (loss) by segment | $ | (24,721) | $ | 21,889 | $ | 15,961 | $ | (28,905) | ||||||||||||||||||
| Depreciation and amortization | 26,397 | 6,819 | 2,662 | 708 | ||||||||||||||||||||||
| Inventory valuation adjustment | (11,687) | — | — | — | ||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | 4,954 | — | — | — | ||||||||||||||||||||||
| Unrealized gain on commodity derivatives | (9,442) | — | — | — | ||||||||||||||||||||||
| Par West redevelopment and other costs | — | — | — | 3,982 | ||||||||||||||||||||||
Severance costs and other non-operating expense | — | — | — | 726 | ||||||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | (945) | — | — | — | ||||||||||||||||||||||
| Loss on sale of assets, net | — | — | 1 | — | ||||||||||||||||||||||
| Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | 1,152 | 966 | — | — | ||||||||||||||||||||||
| Other loss, net | — | — | — | (371) | ||||||||||||||||||||||
| Adjusted EBITDA (1) | $ | (14,292) | $ | 29,674 | $ | 18,624 | $ | (23,860) | ||||||||||||||||||
35
| Three Months Ended March 31, 2024 | Refining | Logistics | Retail | Corporate and Other | ||||||||||||||||||||||
| Operating income (loss) by segment | $ | 22,600 | $ | 20,374 | $ | 10,996 | $ | (44,455) | ||||||||||||||||||
| Depreciation and amortization | 22,270 | 6,775 | 3,116 | 495 | ||||||||||||||||||||||
Inventory valuation adjustment | 625 | — | — | — | ||||||||||||||||||||||
| Environmental obligation mark-to-market adjustments | (10,263) | — | — | — | ||||||||||||||||||||||
| Unrealized loss on commodity derivatives | 44,692 | — | — | — | ||||||||||||||||||||||
| Acquisition and integration costs | — | — | — | 243 | ||||||||||||||||||||||
Par West redevelopment and other costs | — | — | — | 1,971 | ||||||||||||||||||||||
| Severance costs and other non-operating expenses | 642 | — | — | 15,496 | ||||||||||||||||||||||
| Loss (gain) on sale of assets, net | — | 61 | (10) | — | ||||||||||||||||||||||
Par's portion of interest, taxes, depreciation and amortization expense from refining and logistics investments | 718 | 928 | — | — | ||||||||||||||||||||||
| Other loss, net | — | — | — | (2,576) | ||||||||||||||||||||||
Adjusted EBITDA (1) (2) | $ | 81,284 | $ | 28,138 | $ | 14,102 | $ | (28,826) | ||||||||||||||||||
________________________________________
(1)For the three months ended March 31, 2025 and 2024, 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 ended March 31, 2024, there was no impact in Operating income (loss) from accounting policy differences at our refining and logistic investments.
Factors Impacting Segment Results
Operating Income
Three months ended March 31, 2025 compared to the three months ended March 31, 2024
Refining. Operating loss for our refining segment was $24.7 million for the three months ended March 31, 2025, a decrease of $47.3 million compared to operating income of $22.6 million for the three months ended March 31, 2024. The decrease was primarily driven by lower crack spreads at our Hawaii and Montana refineries, unfavorable changes in crude oil differentials across all our refineries, and unfavorable FIFO impacts at Montana, partially offset by a favorable change of $49.0 million in the step-out obligations associated with our inventory intermediation agreements and favorable derivative impacts of $44.6 million. Please read the Adjusted Gross Margin discussion below for additional information.
Logistics. Operating income for our logistics segment was $21.9 million for the three months ended March 31, 2025, an increase of $1.5 million compared to $20.4 million for the three months ended March 31, 2024. The increase was primarily due to a decrease in cost of revenues of $2.2 million reflecting lower environmental and repair and maintenance costs, partially offset by a decrease in third-party revenues of $0.9 million driven by lower throughput, storage and transportation volumes.
Retail. Operating income for our retail segment was $16.0 million for the three months ended March 31, 2025, an increase of $5.0 million compared to $11.0 million for the three months ended March 31, 2024. The increase was primarily due to a $2.6 million increase in fuel margins, a $1.8 million decrease in operating expenses primarily driven by lower employee costs and repair and maintenance expenses, and increased merchandise margins of $0.6 million.
Adjusted Gross Margin
Three months ended March 31, 2025 compared to the three months ended March 31, 2024
Refining. For the three months ended March 31, 2025, our refining Adjusted Gross Margin was $104.3 million, a decrease of $102.8 million compared to $207.1 million for the three months ended March 31, 2024. The decrease was driven by a $71.8 million decrease in crack spreads primarily at our Hawaii and Montana refineries, a $23.1 million decrease due to
36
unfavorable changes in feedstock differentials, and an unfavorable FIFO impact of $13.0 million, and other factors described below.
•Adjusted Gross Margin for the Montana refinery decreased by $8.78 per barrel from $13.82 per barrel during the three months ended March 31, 2024, to $5.04 per barrel during the three months ended March 31, 2025. The decrease in Adjusted Gross Margin was primarily due to unfavorable environmental costs, changes in crude oil differentials, and FIFO impacts combined with declining crack spreads. The Montana Index declined $10.02 per barrel, or 59%, in the first quarter of 2025 compared to the comparable period in 2024.
•Adjusted Gross Margin for the Hawaii refinery decreased by $5.10 per barrel from $14.00 per barrel during the three months ended March 31, 2024, to $8.90 per barrel during the three months ended March 31, 2025. The decrease in Adjusted Gross Margin was primarily due to declining crack spreads partially offset by a 1.1% increase in refined product sales and lower inventory intermediation costs. The Hawaii Index declined $3.94 per barrel, or 33%, in the first quarter of 2025 compared to the comparable period in 2024.
•Adjusted Gross Margin for the Washington refinery decreased by $4.04 per barrel from $6.13 per barrel during the three months ended March 31, 2024, to $2.09 per barrel during the three months ended March 31, 2025. The decrease was primarily due to unfavorable changes in crude oil differentials and unfavorable environmental costs, partially offset by a 1% increase in refined product sales. The Washington Index declined $1.01 per barrel, or 20%, in the first quarter of 2025 compared to the comparable period in 2024.
•Adjusted Gross Margin for the Wyoming refinery was $11.2 million for the three months ended March 31, 2025, an $11.8 million decrease compared to $23.0 million for the three months ended March 31, 2024. The decrease in Adjusted Gross Margin was primarily due to a 31% decrease in refined product sales due to unplanned downtime as a result of the February operational incident, unfavorable changes in crude oil differentials and unfavorable environmental costs. The Wyoming Index improved $3.08 per barrel, or 18%, in the first quarter of 2025 compared to the comparable period in 2024.
Logistics. For the three months ended March 31, 2025, our logistics Adjusted Gross Margin was $34.0 million, an increase of $2.0 million compared to $32.0 million for the three months ended March 31, 2024. The increase is primarily due to lower environmental costs, partially offset by lower throughput across our Wyoming and Montana logistics assets in the three months ended March 31, 2025, compared to the comparable period in 2024.
Retail. For the three months ended March 31, 2025, our retail Adjusted Gross Margin was $39.8 million, an increase of $2.7 million compared to $37.1 million for the three months ended March 31, 2024. The increase was primarily due to a $2.6 million increase in fuel margins in the three months ended March 31, 2025, compared to the comparable period in 2024.
37
Discussion of Consolidated Results
Three months ended March 31, 2025 compared to the three months ended March 31, 2024
Revenues. For the three months ended March 31, 2025, revenues were $1.7 billion, a $0.3 billion decrease compared to $2.0 billion for the three months ended March 31, 2024. The decrease was primarily driven by lower refining revenue due to a $0.1 billion decrease reflecting lower crude oil prices, a $0.1 billion decrease due to lower average product crack spreads and a 4.3% decrease in product sales volumes. Average Brent crude oil prices decreased 8% and average WTI crude oil prices decreased 7% as compared to the prior period. The Combined Index declined 42% compared to the first quarter of 2024. Please read our key operating statistics for further information. Revenues at our retail segment decreased $3.7 million primarily due to a 3% decline in fuel sales prices in the Pacific northwest.
Cost of Revenues (Excluding Depreciation). For the three months ended March 31, 2025, cost of revenues (excluding depreciation) was $1.6 billion, a decrease of $0.1 billion when compared to $1.7 billion for the three months ended March 31, 2024. The decrease was primarily driven by lower crude oil prices, as discussed above, lower inventory intermediation costs, favorable derivative activity, and 4.3% lower crude sales volumes, partially offset by unfavorable feedstock costs. Please read Note 8—Inventory Financing Agreements for more information on the Supply and Offtake Agreement terminations.
Operating Expense (Excluding Depreciation). For the three months ended March 31, 2025, operating expense (excluding depreciation) was $144.2 million, a $9.1 million decrease when compared to $153.3 million for the three months ended March 31, 2024. The decrease was driven by lower repairs and maintenance and utilities expenses at our Montana and Washington refineries, partially offset by higher repair and maintenance costs, employee costs, and other operating expenses as in response to our Wyoming operational incident.
Depreciation and Amortization. For the three months ended March 31, 2025, D&A was $36.6 million, an increase of $3.9 million compared to $32.7 million for the three months ended March 31, 2024. The increase was primarily driven by a $4.1 million increase in Montana and a $2.6 million increase in Wyoming related to equipment damaged as a result of the February operational incident, partially offset by a $2.6 million decrease at the Hawaii refinery reflecting fully amortized turnaround assets. The Montana refinery completed two turnarounds in 2024 and a Hawaii refinery turnaround is planned for 2026.
General and Administrative Expense (Excluding Depreciation). For the three months ended March 31, 2025, general and administrative expense (excluding depreciation) was $24.2 million, a $17.6 million decrease when compared to $41.8 million for the three months ended March 31, 2024, primarily due to $13.1 million of stock based compensation expenses related to CEO transition costs in the first quarter of 2024 with no similar 2025 expenses and lower renewable development costs of $4.5 million.
Equity earnings from refining and logistics investments. During the three months ended March 31, 2025, Equity earnings from refining and logistics investments, related to YELP and YPLC, were $7.5 million, an increase of $1.4 million compared to $6.1 million for the three months ended March 31, 2024. For the three months ended March 31, 2025, our proportionate share of YELP’s net income and YPLC’s net income was $5.6 million and $2.2 million, respectively. For the three months ended March 31, 2024, our proportionate share of YELP’s net income and YPLC’s net income was $4.5 million and $1.9 million, respectively. Please read Note 3—Refining and Logistics Equity Investments for further information.
Par West redevelopment and other costs. For the three months ended March 31, 2025, Par West redevelopment and other costs were $4.0 million, an increase of $2.0 million compared to $2.0 million for the three months ended March 31, 2024, primarily due to an increase in redevelopment activities.
Interest Expense and Financing Costs, Net. For the three months ended March 31, 2025, our interest expense and financing costs were $21.8 million, an increase of $3.9 million compared to $17.9 million for the three months ended March 31, 2024, primarily due to an increase in interest expense due to higher outstanding balances under our ABL Credit Facility. Please read Note 8—Inventory Financing Agreements and Note 10—Debt for further information.
Other expense, net. For the three months ended March 31, 2025, other expense was $0.4 million, a decrease of $2.2 million compared to $2.6 million of other expense for the three months ended March 31, 2024, primarily due to $2.3 million of 2024 expenses for a legal settlement unrelated to operating activities with no similar 2025 expenses.
38
Equity earnings from Laramie Energy, LLC. For the three months ended March 31, 2025, Equity earnings from Laramie Energy, LLC were $0.7 million compared to $4.6 million for the three months ended March 31, 2024. For the three months ended March 31, 2025, the accretion of basis difference was $1.6 million, partially offset by our proportionate share of Laramie Energy’s net loss of $0.9 million. For three months ended March 31, 2024, our proportionate share of Laramie Energy’s net income and accretion was $2.9 million and $1.6 million, respectively. Please read Note 4—Investment in Laramie Energy for further discussion.
Income Taxes. For the three months ended March 31, 2025, our income tax benefit was $6.9 million, an increase of $4.3 million compared to $2.6 million for three months ended March 31, 2024, primarily related to our first quarter of 2025 pre-tax net loss. Please read Note 17—Income Taxes for further discussion.
Consolidating Condensed Financial Information
On February 28, 2023, Par Petroleum, LLC (“Par Borrower”) entered into the Term Loan Credit Agreement (the “Term Loan Credit Agreement”) due 2030 with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Term Loan Credit Agreement was co-issued by Par Petroleum Finance Corp. (together with the Par Borrower, the “Term Loan Borrowers”), which has no independent assets or operations. The Term Loan Credit Agreement is guaranteed on a senior unsecured basis only as to payment of principal and interest by Par Pacific Holdings, Inc. (the “Parent”) and is guaranteed on a senior secured basis by all of the subsidiaries of Par Borrower. The Term Loan Credit Agreement proceeds were used to refinance our existing Term Loan B Facility and repurchase our outstanding 7.75% Senior Secured Notes and 12.875% Senior Secured Notes, all three of which had similar guarantees that were replaced by those on the Term Loan Credit Agreement.
The following supplemental condensed consolidating financial information reflects (i) the Parent’s separate accounts, (ii) Par Borrower and its consolidated subsidiaries’ accounts (which are all guarantors of the Term Loan Credit Agreement), (iii) the accounts of subsidiaries of the Parent that are not guarantors of the Term Loan Credit Agreement and consolidating adjustments and eliminations, and (iv) the Parent’s consolidated accounts for the dates and periods indicated. For purposes of the following condensed consolidating information, the Parent’s investment in its subsidiaries is accounted for under the equity method of accounting (dollar amounts in thousands).
39
| As of March 31, 2025 | |||||||||||||||||||||||
| Parent Guarantor | Par Borrower and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Current assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 9,287 | $ | 124,460 | $ | — | $ | 133,747 | |||||||||||||||
| Restricted cash | 347 | — | — | 347 | |||||||||||||||||||
| Trade accounts receivable | — | 384,303 | — | 384,303 | |||||||||||||||||||
| Inventories | — | 1,059,592 | — | 1,059,592 | |||||||||||||||||||
| Prepaid and other current assets | 7,976 | 38,065 | — | 46,041 | |||||||||||||||||||
| Due from related parties | 540,458 | — | (540,458) | — | |||||||||||||||||||
| Total current assets | 558,068 | 1,606,420 | (540,458) | 1,624,030 | |||||||||||||||||||
| Property, plant, and equipment | |||||||||||||||||||||||
| Property, plant, and equipment | 25,033 | 1,735,274 | 3,956 | 1,764,263 | |||||||||||||||||||
| Less accumulated depreciation and amortization | (17,727) | (579,576) | (3,546) | (600,849) | |||||||||||||||||||
| Property, plant, and equipment, net | 7,306 | 1,155,698 | 410 | 1,163,414 | |||||||||||||||||||
| Long-term assets | |||||||||||||||||||||||
Operating lease right-of-use (“ROU”) assets | 7,270 | 443,532 | — | 450,802 | |||||||||||||||||||
| Refining and logistics equity investments | — | — | 93,825 | 93,825 | |||||||||||||||||||
| Investment in Laramie Energy, LLC | — | — | 13,224 | 13,224 | |||||||||||||||||||
| Investment in subsidiaries | 760,878 | — | (760,878) | — | |||||||||||||||||||
| Intangible assets, net | — | 9,276 | — | 9,276 | |||||||||||||||||||
| Goodwill | — | 126,678 | 2,597 | 129,275 | |||||||||||||||||||
| Other long-term assets | 726 | 138,625 | 130,058 | 269,409 | |||||||||||||||||||
| Total assets | $ | 1,334,248 | $ | 3,480,229 | $ | (1,061,222) | $ | 3,753,255 | |||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||||
| Current liabilities | |||||||||||||||||||||||
| Current maturities of long-term debt | $ | — | $ | 4,767 | $ | — | $ | 4,767 | |||||||||||||||
| Obligations under inventory financing agreements | — | 211,471 | — | 211,471 | |||||||||||||||||||
| Accounts payable | 4,418 | 406,250 | — | 410,668 | |||||||||||||||||||
| Accrued taxes | 12 | 33,221 | — | 33,233 | |||||||||||||||||||
| Operating lease liabilities | 97 | 88,242 | — | 88,339 | |||||||||||||||||||
| Other accrued liabilities | 3,263 | 290,392 | 301 | 293,956 | |||||||||||||||||||
| Due to related parties | 204,067 | 217,474 | (421,541) | — | |||||||||||||||||||
| Total current liabilities | 211,857 | 1,251,817 | (421,240) | 1,042,434 | |||||||||||||||||||
| Long-term liabilities | |||||||||||||||||||||||
| Long-term debt, net of current maturities | — | 1,148,912 | — | 1,148,912 | |||||||||||||||||||
| Finance lease liabilities | 431 | 15,015 | (4,042) | 11,404 | |||||||||||||||||||
| Operating lease liabilities | 10,150 | 368,126 | — | 378,276 | |||||||||||||||||||
| Other liabilities | — | 125,420 | (65,001) | 60,419 | |||||||||||||||||||
| Total liabilities | 222,438 | 2,909,290 | (490,283) | 2,641,445 | |||||||||||||||||||
| Commitments and contingencies | |||||||||||||||||||||||
| Stockholders’ equity | |||||||||||||||||||||||
| Common stock | 523 | — | — | 523 | |||||||||||||||||||
| Additional paid-in capital | 886,747 | 47,822 | (47,822) | 886,747 | |||||||||||||||||||
| Accumulated earnings (deficit) | 214,260 | 514,941 | (514,941) | 214,260 | |||||||||||||||||||
| Accumulated other comprehensive income (loss) | 10,280 | 8,176 | (8,176) | 10,280 | |||||||||||||||||||
| Total stockholders’ equity | 1,111,810 | 570,939 | (570,939) | 1,111,810 | |||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 1,334,248 | $ | 3,480,229 | $ | (1,061,222) | $ | 3,753,255 | |||||||||||||||
40
| As of December 31, 2024 | |||||||||||||||||||||||
| Parent Guarantor | Par Borrower and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Current assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 7,095 | $ | 184,826 | $ | — | $ | 191,921 | |||||||||||||||
| Restricted cash | 346 | — | — | 346 | |||||||||||||||||||
| Trade accounts receivable | — | 398,131 | — | 398,131 | |||||||||||||||||||
| Inventories | — | 1,089,318 | — | 1,089,318 | |||||||||||||||||||
| Prepaid and other current assets | 12,355 | 80,172 | — | 92,527 | |||||||||||||||||||
| Due from related parties | 368,222 | — | (368,222) | — | |||||||||||||||||||
| Total current assets | 388,018 | 1,752,447 | (368,222) | 1,772,243 | |||||||||||||||||||
| Property, plant, and equipment | |||||||||||||||||||||||
| Property, plant, and equipment | 24,536 | 1,702,474 | 3,956 | 1,730,966 | |||||||||||||||||||
| Less accumulated depreciation and amortization | (17,240) | (553,918) | (3,499) | (574,657) | |||||||||||||||||||
| Property, plant, and equipment, net | 7,296 | 1,148,556 | 457 | 1,156,309 | |||||||||||||||||||
| Long-term assets | |||||||||||||||||||||||
Operating lease right-of-use (“ROU”) assets | 7,369 | 420,751 | — | 428,120 | |||||||||||||||||||
| Refining and logistics equity investments | — | — | 86,311 | 86,311 | |||||||||||||||||||
| Investment in Laramie Energy, LLC | — | — | 12,498 | 12,498 | |||||||||||||||||||
| Investment in subsidiaries | 993,901 | — | (993,901) | — | |||||||||||||||||||
| Intangible assets, net | — | 9,520 | — | 9,520 | |||||||||||||||||||
| Goodwill | — | 126,678 | 2,597 | 129,275 | |||||||||||||||||||
| Other long-term assets | 726 | 111,206 | 123,163 | 235,095 | |||||||||||||||||||
| Total assets | $ | 1,397,310 | $ | 3,569,158 | $ | (1,137,097) | $ | 3,829,371 | |||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||||
| Current liabilities | |||||||||||||||||||||||
| Current maturities of long-term debt | $ | — | $ | 4,885 | $ | — | $ | 4,885 | |||||||||||||||
| Obligations under inventory financing agreements | — | 194,198 | — | 194,198 | |||||||||||||||||||
| Accounts payable | 4,257 | 432,538 | — | 436,795 | |||||||||||||||||||
| Accrued taxes | — | 36,027 | — | 36,027 | |||||||||||||||||||
| Operating lease liabilities | 4 | 80,170 | — | 80,174 | |||||||||||||||||||
| Other accrued liabilities | 1,796 | 342,062 | 330 | 344,188 | |||||||||||||||||||
| Due to related parties | 189,232 | 156,619 | (345,851) | — | |||||||||||||||||||
| Total current liabilities | 195,289 | 1,246,499 | (345,521) | 1,096,267 | |||||||||||||||||||
| Long-term liabilities | |||||||||||||||||||||||
| Long-term debt, net of current maturities | — | 1,108,082 | — | 1,108,082 | |||||||||||||||||||
| Finance lease liabilities | 464 | 15,313 | (4,087) | 11,690 | |||||||||||||||||||
| Operating lease liabilities | 10,255 | 351,837 | — | 362,092 | |||||||||||||||||||
| Other liabilities | — | 131,813 | (71,875) | 59,938 | |||||||||||||||||||
| Total liabilities | 206,008 | 2,853,544 | (421,483) | 2,638,069 | |||||||||||||||||||
| Commitments and contingencies | |||||||||||||||||||||||
| Stockholders’ equity | |||||||||||||||||||||||
| Preferred stock | — | — | — | — | |||||||||||||||||||
| Common stock | 552 | — | — | 552 | |||||||||||||||||||
| Additional paid-in capital | 884,548 | 161,642 | (161,642) | 884,548 | |||||||||||||||||||
| Accumulated earnings (deficit) | 295,846 | 545,720 | (545,720) | 295,846 | |||||||||||||||||||
| Accumulated other comprehensive income (loss) | 10,356 | 8,252 | (8,252) | 10,356 | |||||||||||||||||||
| Total stockholders’ equity | 1,191,302 | 715,614 | (715,614) | 1,191,302 | |||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 1,397,310 | $ | 3,569,158 | $ | (1,137,097) | $ | 3,829,371 | |||||||||||||||
41
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Parent Guarantor | Par Borrower and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| Revenues | $ | — | $ | 1,745,009 | $ | 27 | $ | 1,745,036 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | — | 1,559,360 | — | 1,559,360 | |||||||||||||||||||
| Operating expense (excluding depreciation) | — | 144,154 | — | 144,154 | |||||||||||||||||||
| Depreciation and amortization | 487 | 36,051 | 48 | 36,586 | |||||||||||||||||||
| General and administrative expense (excluding depreciation) | 7,302 | 16,941 | — | 24,243 | |||||||||||||||||||
| Equity earnings from refining and logistics investments | — | — | (7,514) | (7,514) | |||||||||||||||||||
| Acquisition and integration costs (2) | — | — | — | — | |||||||||||||||||||
| Par West redevelopment and other costs | — | 3,982 | — | 3,982 | |||||||||||||||||||
| Loss on sale of assets, net | — | 1 | — | 1 | |||||||||||||||||||
| Total operating expenses | 7,789 | 1,760,489 | (7,466) | 1,760,812 | |||||||||||||||||||
| Operating income (loss) | (7,789) | (15,480) | 7,493 | (15,776) | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense and financing costs, net | (31) | (21,904) | 87 | (21,848) | |||||||||||||||||||
| Debt extinguishment and commitment costs | — | (25) | — | (25) | |||||||||||||||||||
| Other income (expense), net | (8) | (363) | — | (371) | |||||||||||||||||||
| Equity earnings (losses) from subsidiaries | (22,572) | — | 22,572 | — | |||||||||||||||||||
| Equity earnings from Laramie Energy, LLC | — | — | 726 | 726 | |||||||||||||||||||
| Total other income (expense), net | (22,611) | (22,292) | 23,385 | (21,518) | |||||||||||||||||||
| Income (loss) before income taxes | (30,400) | (37,772) | 30,878 | (37,294) | |||||||||||||||||||
| Income tax benefit (expense) (1) | — | 6,993 | (99) | 6,894 | |||||||||||||||||||
| Net income (loss) | $ | (30,400) | $ | (30,779) | $ | 30,779 | $ | (30,400) | |||||||||||||||
| Adjusted EBITDA | $ | (7,129) | $ | 8,561 | $ | 8,714 | $ | 10,146 | |||||||||||||||
42
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||
| Parent Guarantor | Par Borrower and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| Revenues | $ | — | $ | 1,980,831 | $ | 4 | $ | 1,980,835 | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of revenues (excluding depreciation) | — | 1,747,478 | — | 1,747,478 | |||||||||||||||||||
| Operating expense (excluding depreciation) | — | 153,260 | — | 153,260 | |||||||||||||||||||
| Depreciation and amortization | 349 | 32,260 | 47 | 32,656 | |||||||||||||||||||
| General and administrative expense (excluding depreciation) | 17,785 | 23,983 | (13) | 41,755 | |||||||||||||||||||
| Equity earnings from refining and logistics investments | — | — | (6,094) | (6,094) | |||||||||||||||||||
| Acquisition and integration costs (2) | — | 243 | — | 243 | |||||||||||||||||||
| Par West redevelopment and other costs | — | 1,971 | — | 1,971 | |||||||||||||||||||
| Loss on sale of assets, net | — | 51 | — | 51 | |||||||||||||||||||
| Total operating expenses | 18,134 | 1,959,246 | (6,060) | 1,971,320 | |||||||||||||||||||
| Operating income (loss) | (18,134) | 21,585 | 6,064 | 9,515 | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense and financing costs, net | 30 | (18,004) | 90 | (17,884) | |||||||||||||||||||
| Debt extinguishment and commitment costs | — | — | — | — | |||||||||||||||||||
| Other income (expense), net | (8) | (2,567) | (1) | (2,576) | |||||||||||||||||||
| Equity earnings (losses) from subsidiaries | 14,360 | — | (14,360) | — | |||||||||||||||||||
| Equity earnings from Laramie Energy, LLC | — | — | 4,563 | 4,563 | |||||||||||||||||||
| Total other income (expense), net | 14,382 | (20,571) | (9,708) | (15,897) | |||||||||||||||||||
| Income (loss) before income taxes | (3,752) | 1,014 | (3,644) | (6,382) | |||||||||||||||||||
| Income tax benefit (expense) (1) | — | 189 | 2,442 | 2,631 | |||||||||||||||||||
| Net income (loss) | $ | (3,752) | $ | 1,203 | $ | (1,202) | $ | (3,751) | |||||||||||||||
| Adjusted EBITDA | $ | (9,487) | $ | 96,429 | $ | 7,756 | $ | 94,698 | |||||||||||||||
43
Non-GAAP Financial Measures
Adjusted EBITDA for the supplemental consolidating condensed financial information, which is segregated at the “Parent Guarantor,” “Par Borrower and Subsidiaries,” and “Non-Guarantor Subsidiaries and Eliminations” levels, is calculated in the same manner as for the Par Pacific Holdings, Inc. Adjusted EBITDA calculations. See “Results of Operations — Non-GAAP Performance Measures — Adjusted Net Income (Loss) and Adjusted EBITDA” above.
The following tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, Net loss, on a historical basis for the periods indicated (in thousands):
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Parent Guarantor | Par Borrower and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| Net income (loss) | $ | (30,400) | $ | (30,779) | $ | 30,779 | $ | (30,400) | |||||||||||||||
| Inventory valuation adjustment | — | (11,687) | — | (11,687) | |||||||||||||||||||
| Environmental obligation mark-to-market adjustments | — | 4,954 | — | 4,954 | |||||||||||||||||||
| Unrealized loss (gain) on derivatives | — | (9,357) | — | (9,357) | |||||||||||||||||||
| Par West redevelopment and other costs | — | 3,982 | — | 3,982 | |||||||||||||||||||
| Debt extinguishment and commitment costs | — | 25 | — | 25 | |||||||||||||||||||
Severance costs and other non-operating expense (2) | 181 | 545 | — | 726 | |||||||||||||||||||
Loss (gain) on sale of assets, net | — | 1 | — | 1 | |||||||||||||||||||
| Equity earnings from Laramie Energy, LLC, excluding cash distributions | — | — | (726) | (726) | |||||||||||||||||||
| Par's portion of accounting policy differences from refining and logistics investments | — | — | (945) | (945) | |||||||||||||||||||
| Depreciation and amortization | 487 | 36,051 | 48 | 36,586 | |||||||||||||||||||
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) | 31 | 21,819 | (87) | 21,763 | |||||||||||||||||||
| Equity losses (income) from subsidiaries | 22,572 | — | (22,572) | — | |||||||||||||||||||
| Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | — | — | 2,118 | 2,118 | |||||||||||||||||||
Income tax expense | — | (6,993) | 99 | (6,894) | |||||||||||||||||||
| Adjusted EBITDA (1) | $ | (7,129) | $ | 8,561 | $ | 8,714 | $ | 10,146 | |||||||||||||||
44
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||
| Parent Guarantor | Par Borrower and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | ||||||||||||||||||||
| Net income (loss) | $ | (3,752) | $ | 1,203 | $ | (1,202) | $ | (3,751) | |||||||||||||||
| Inventory valuation adjustment | — | 625 | — | 625 | |||||||||||||||||||
| Environmental obligation mark-to-market adjustments | — | (10,263) | — | (10,263) | |||||||||||||||||||
| Unrealized loss on derivatives | — | 43,848 | — | 43,848 | |||||||||||||||||||
| Acquisition and integration costs | — | 243 | — | 243 | |||||||||||||||||||
| Par West redevelopment and other costs | — | 1,971 | — | 1,971 | |||||||||||||||||||
Severance costs and other non-operating expense (2) | 8,306 | 7,832 | — | 16,138 | |||||||||||||||||||
| Loss on sale of assets, net | — | 51 | — | 51 | |||||||||||||||||||
| Equity earnings from Laramie Energy, LLC, excluding cash distributions | — | — | (4,563) | (4,563) | |||||||||||||||||||
| Depreciation and amortization | 349 | 32,260 | 47 | 32,656 | |||||||||||||||||||
Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain) | (30) | 18,848 | (90) | 18,728 | |||||||||||||||||||
| Equity losses (income) from subsidiaries | (14,360) | — | 14,360 | — | |||||||||||||||||||
| Par's portion of interest, taxes, and depreciation and amortization expense from refining and logistics investments | — | — | 1,646 | 1,646 | |||||||||||||||||||
| Income tax expense (benefit) | — | (189) | (2,442) | (2,631) | |||||||||||||||||||
| Adjusted EBITDA (1) | $ | (9,487) | $ | 96,429 | $ | 7,756 | $ | 94,698 | |||||||||||||||
________________________________________
(1)Please read the Non-GAAP Performance Measures and Adjusted Net Income (Loss) and Adjusted EBITDA discussions above for information regarding the components of Adjusted Net Income (Loss) and Adjusted
(2)For the three months ended March 31, 2025 and 2024, we incurred $0.3 million and $13.1 million of stock-based compensation expenses associated with equity awards modifications, respectively. For the three months ended March 31, 2024, we incurred $2.3 million for an estimated legal settlement unrelated to current operating activities.
Liquidity and Capital Resources
Our liquidity and capital requirements are primarily a function of our debt maturities and debt service requirements and contractual obligations, capital expenditures, turnaround outlays, and working capital needs. Examples of working capital needs include purchases and sales of commodities and associated margin and collateral requirements, facility maintenance costs, and other costs such as payroll. Our primary sources of liquidity are cash flows from operations, cash on hand, amounts available under our credit agreements, and access to capital markets.
Our liquidity position as of March 31, 2025, was $525.4 million, consisting of $133.7 million of cash and cash equivalents and $391.7 million of availability under the ABL Credit Facility. Generally, the primary uses of our capital resources have been in the operations of our refining and retail segments, for payments related to acquisitions, and to repay or refinance indebtedness.
We believe our cash flows from operations and available capital resources will be sufficient to meet our current capital and turnaround expenditures, working capital, and debt service requirements for the next 12 months. We may seek to raise additional debt or equity capital to fund acquisitions and any other significant changes to our business or to refinance existing debt. We cannot offer any assurances that such capital will be available in sufficient amounts or at an acceptable cost.
We may from time to time seek to retire or repurchase our common stock through cash purchases, in open market purchases, privately negotiated transactions, or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material. On February 21, 2025, the Board authorized and approved a share repurchase program authorizing the repurchase of up to $250 million of common stock, with no specified end date. This repurchase program terminated and replaced the prior share repurchase authorization. Please read Note 15—Stockholders’ Equity to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional discussion on the share repurchase program. The Term Loan Credit Agreement may also require annual prepayments of principal with a variable percentage of our excess cash flow, 50%, 25%, or 0% depending on our consolidated year end secured leverage ratio (as defined in the Term Loan Credit Agreement).
45
Cash Flows
The following table summarizes cash activities for the three months ended March 31, 2025 and 2024 (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash provided by (used in) operating activities | $ | (1,399) | $ | 25,431 | |||||||
| Net cash used in investing activities | (40,921) | (22,632) | |||||||||
| Net cash used in financing activities | (15,853) | (53,606) | |||||||||
Cash flows for the three months ended March 31, 2025
Net cash used in operating activities for the three months ended March 31, 2025, was primarily driven by a net loss of $30.4 million, non-cash charges to operations and non-operating items of approximately $14.9 million, and net cash provided by changes in operating assets and liabilities of approximately $14.1 million. Non-cash charges to operations and non-operating items consisted primarily of the following adjustments:
| • | depreciation and amortization expenses of $36.6 million and | |||||||||||||
| • | stock based compensation expenses of $3.5 million, | |||||||||||||
| partially offset by: | ||||||||||||||
| • | unrealized gain on derivatives contracts of $9.4 million, | |||||||||||||
| • | equity earnings of $7.5 million from our refining and logistic investments, | |||||||||||||
| • | a $6.9 million change in deferred tax assets driven by our net income during the period, and | |||||||||||||
| • | a $2.3 million benefit from changes in our inventory reserve for the lower of cost or net realizable value. | |||||||||||||
Net cash provided by changes in operating assets and liabilities resulted primarily from:
| • | a $40.3 million decrease in prepaid and other expenses, primarily driven by decreases in derivative collateral, | |||||||||||||
| • | a $31.9 million decrease in inventories primarily related to a $57.0 million decline in RINs and environmental credits inventory partially offset by a $13.3 million increase in crude inventory and an $8.3 million increase in refined products and blendstock inventory, | |||||||||||||
| • | a $17.3 million increase in Obligations under inventory financing agreements primarily due to increases in the step-out liability driven by higher volumes, and | |||||||||||||
| • | a $13.8 million decrease in accounts receivable primarily related to lower volumes and the timing of collections, | |||||||||||||
| partially offset by: | ||||||||||||||
| • | a decrease in Accounts payable and other accrued liabilities of $61.0 million primarily driven by timing of payments, a $9.7 million decrease in advances from customers, and a $14.2 million decrease in RINs and other environmental credit obligations. | |||||||||||||
| • | an increase in deferred turnaround expenditures of $28.2 million driven by expenditures related to Montana refinery turnaround activities. | |||||||||||||
Net cash used in investing activities for the three months ended March 31, 2025, consisted primarily of $40.9 million of additions to property, plant, and equipment driven by profit improvement and maintenance projects at our refineries, including our Hawaii renewable hydrotreater project, planned maintenance at our Montana refinery, and repair and replacement work related to our Wyoming operational incident.
Net cash used in financing activities was approximately $15.9 million for the three months ended March 31, 2025, and consisted primarily of repurchases of common stock of $51.1 million partially offset by net borrowings of debt of $35.3 million primarily driven by ABL Credit Facility activity.
46
Cash flows for the three months ended March 31, 2024
Net cash provided by operating activities for the three months ended March 31, 2024, was driven primarily by a Net loss of $3.8 million, non-cash charges to operations and non-operating items of approximately $86.4 million, and net cash used for changes in operating assets and liabilities of approximately $57.2 million. Non-cash charges to operations consisted primarily of the following adjustments:
| • | unrealized loss on derivatives contracts of $43.8 million, | ||||||||||||||||
| • | depreciation and amortization expenses of $32.7 million, | ||||||||||||||||
| • | stock based compensation costs of $16.4 million, and | ||||||||||||||||
| • | non-cash interest and financing costs of $1.4 million, | ||||||||||||||||
| partially offset by: | |||||||||||||||||
| • | a $2.6 million change in deferred tax assets driven by our net loss during the period, and | ||||||||||||||||
| • | equity earnings of $6.1 million from our YELP and YPLC investments partially offset by $5.3 million of dividends received from YELP. | ||||||||||||||||
Net cash used for changes in operating assets and liabilities resulted primarily from:
| • | an $81.6 million increase in crude and refined products inventory driven by higher ending volumes, and | ||||||||||||||||
| • | an $81.2 million increase in accounts receivable primarily driven by timing of collections and sales volumes, | ||||||||||||||||
| partially offset by: | |||||||||||||||||
| • | decreases in prepaid and other expenses primarily driven by prepayments for crude and | ||||||||||||||||
| • | net increases in our Supply and Offtake Agreement obligations and accounts payable. | ||||||||||||||||
Net cash used in investing activities for the three months ended March 31, 2024, consisted primarily of $22.6 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects.
Net cash used in financing activities was approximately $53.6 million for the three months ended March 31, 2024, and consisted primarily of the following activities:
| • | repurchases of common stock of $34.1 million, | ||||||||||||||||
| • | net borrowings of debt of $18.6 million primarily driven by ABL Credit Facility activity, and | ||||||||||||||||
| • | payments of $3.4 million of deferred loan costs, | ||||||||||||||||
| partially offset by: | |||||||||||||||||
| • | net repayment under the J. Aron Discretionary Draw Facility of $2.4 million. | ||||||||||||||||
Cash Requirements. There have been no material changes to the cash requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, outside the ordinary course of business except as follows:
Debt Refinancing. Please read Note 8—Inventory Financing Agreements and Note 10—Debt to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information.
Critical Accounting Estimates
There have been no material changes to critical accounting estimates disclosed in our Annual Report on Form 10-K for the three months ended March 31, 2025.
47
Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (“PSLRA”), or in releases made by the SEC, all of which may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors including, without limitation, the Russia-Ukraine war, Israel-Palestine conflict, Houthi attacks in the Red Sea, Iranian activities in the Strait of Hormuz and certain developments in the global crude oil markets, on our business, our customers, and the markets where we operate; the impact of tariffs and potential disruptions in international trade on our business; our beliefs regarding available capital resources; our beliefs regarding the likely results or impact of certain disputes or contingencies and any potential fines or penalties; our beliefs regarding the fair value of certain assets, and our expectations with respect to laws and regulations, including environmental regulations and related compliance costs and any fines or penalties related thereto; our expectations regarding the sufficiency of our cash flows and liquidity; our expectations regarding anticipated capital expenditures, including the timing and cost of compliance with consent decrees and other enforcement actions; our expectations regarding the impact of the adoption of certain accounting standards; our estimates regarding the fair value of certain indebtedness; estimated costs to settle claims from the Delta bankruptcy; the estimated value of, and our ability to settle, legal claims remaining to be settled against third parties; our expectations regarding the synergies or other benefits of our acquisitions; our expectations regarding certain tax liabilities and debt obligations; management’s assumptions about the impact of future events on our existing business, the anticipated synergies and other benefits of the recently acquired ExxonMobil Billings refinery and associated marketing and logistics assets (the “Acquisition”), including renewable growth opportunities; the anticipated financial and operating results of the Acquisition, and the effect on the Company’s cash flows and profitability (including Adjusted EBITDA and Adjusted Net Income); our ability to raise additional debt or equity capital; our ability to make strategic investments in business opportunities; and the estimates, assumptions, and projections regarding future financial condition, results of operations, liquidity, and cash flows. These and other forward-looking statements could cause the actual results, performance, or achievements of Par and its subsidiaries to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act, and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control, including those set out in our most recent Annual Report on Form 10-K and this Quarterly Report on Form 10-Q under “Risk Factors.”
In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this Quarterly Report on Form 10-Q are not guarantees of future performance; and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described above and under Critical Accounting Estimates and Risk Factors included in our most recent Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q. All forward-looking statements speak only as of the date they are made. There can be no guarantee that the operational and financial measures the Company has taken, and may take in the future, will be fully effective. We do not intend to update or revise any forward-looking statements as a result of new information, future events, or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Price Risk
Our earnings, cash flows, and liquidity are significantly affected by commodity price volatility. Our Revenues fluctuate with refined product prices and our Cost of revenues (excluding depreciation) fluctuates with movements in crude oil and feedstock prices. Assuming all other factors remain constant, a $1 per barrel change in average gross refining margins,
48
based on our throughput for the three months ended March 31, 2025, of 176 Mbpd would change annualized operating income by approximately $63.4 million. This analysis may differ from actual results.
In order to manage commodity price risks, we utilize exchange-traded futures, OTC options, and OTC swaps associated with:
•the price for which we sell our refined products;
•the price we pay for crude oil and other feedstocks;
•our crude oil and refined products inventory; and
•our fuel requirements for our refineries.
Substantially all of our futures and OTC swaps are executed to economically hedge our physical commodity purchases, sales, and inventory. All our open futures and OTC swaps at March 31, 2025, will settle by March 2026. Based on our net open positions at March 31, 2025, a $1 change in the price of crude oil, assuming all other factors remain constant, would result in a change of approximately $7.1 million to the fair value of these derivative instruments and Cost of revenues (excluding depreciation).
Our predominant variable operating cost is the cost of fuel consumed in the refining process, which is included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations. For the three months ended March 31, 2025, we consumed approximately 176 Mbpd of crude oil during the refining process across all our refineries. We internally consumed approximately 5% of this throughput in the refining process during the three months ended March 31, 2025, which is accounted for as a fuel cost. We have executed option collars to economically hedge our internally consumed fuel cost at all our refineries. Please read Note 11—Derivatives to our condensed consolidated financial statements for more information.
Compliance Program Price Risk
We are exposed to market risks related to the volatility in the price of RINs required to comply with the Renewable Fuel Standard. Our RVO is based on a percentage of our Hawaii, Wyoming, Washington, and Montana refineries’ production of on-road transportation fuel. The EPA sets the RVO percentages annually. On June 21, 2023, the EPA finalized the 2023, 2024, and 2025 RVOs. To the degree we are unable to blend the required amount of biofuels to satisfy our RVO, we must purchase RINs on the open market. To mitigate the impact of this risk on our results of operations and cash flows, we may purchase RINs when we deem the price of these instruments to be favorable. Some of these contracts are derivative instruments, however, we elect the normal purchases normal sales exception and do not record these contracts at their fair values.
Additionally, we are exposed to market risks related to the volatility in the price of compliance credits required to comply with Washington CCA and Clean Fuel Standard. To the extent we are unable to reduce the amount of greenhouse gas emissions in the transportation fuels we sell in Washington, we must purchase compliance credits at auction or in the open market. The number of credits required to comply with the Washington CCA and Clean Fuel Standard is based on the amount of greenhouse gas emissions in the transportation fuels we sell in Washington compared to certain regulatory limits. To mitigate the impact of this risk on our results of operations and cash flows, we may purchase credits when we deem the price to be favorable. Some of these contracts are derivative instruments and recorded at their fair value. Please read Note 11—Derivatives for more information.
Interest Rate Risk
As of March 31, 2025, we had $1.2 billion in debt principal that was subject to floating interest rates. We also had interest rate exposure in connection with our liabilities under the Inventory Intermediation Agreement for which we pay charges based on the three-month Secure Overnight Financing Rate (“SOFR”). An increase of 1% in the variable rate on our indebtedness, after considering the instruments subject to minimum interest rates, would result in an increase to our Cost of revenues (excluding depreciation) and Interest expense and financing costs, net, of approximately $1.6 million and $11.6 million per year, respectively. We may utilize interest rate swaps to manage our interest rate risk. As of March 31, 2025, we had entered into an interest rate collar at a cap of 5.50% and floor of 2.30%, based on the three-month SOFR as of the fixing date. This swap expires on May 31, 2026. Please read Note 11—Derivatives for more information.
Credit Risk
We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties. We will continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy.
49
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this Quarterly Report on Form 10-Q, as of March 31, 2025, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of March 31, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
50
PART II – OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of our business. Please read Note 14—Commitments and Contingencies to our condensed consolidated financial statements for more information.
Item 1A. RISK FACTORS
Other than the following risk factor, there have been no material changes from the risks factors included under Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. You should carefully consider the risk factors discussed in our 2024 Form 10-K, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business, results of operations, and financial condition.
Our business may be adversely affected by uncertainty and changes in U.S. trade policies. For example, on April 2, 2025, the U.S. government announced a 10% tariff on product imports from almost all countries and individualized higher tariffs on certain other countries. This announcement was followed by announcements of limited exemptions and a temporary pause on some tariffs. Our business requires access to crude oil and other feedstocks to refine conventional and renewable fuels. Any imposition of, or increase in, tariffs on imports of feedstocks or other materials could increase our production costs and the cost to maintain our assets. To the extent we are unable to pass these cost increases on to our customers, such cost increases could adversely affect our business, results of operations, and financial condition. Tariffs or other trade restrictions may also lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, increased inflation, diminished economic expectations, and reduced demand for our products. While the impact of these factors is difficult to predict, any one or more of these factors could have a material adverse impact on our business, results of operations, and financial condition.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Dividends
We have not paid dividends on our common stock and we do not expect to do so in the foreseeable future. In addition, under the ABL Credit Facility and Term Loan Credit Agreement, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.
51
Repurchases
The following table sets forth certain information with respect to repurchases of our common stock during the quarter ended March 31, 2025:
| Period | Total number of shares (or units) purchased (1) | Average price paid per share (or unit) | Total number of shares (or units) purchased as part of publicly announced plans or programs (1) | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (1) | |||||||||||||||||||
| January 1 - January 31, 2025 | 344,320 | $ | 17.40 | 344,320 | $ | 40,376,713 | |||||||||||||||||
| February 1 - February 28, 2025 | 363,066 | 16.18 | 282,034 | 249,242,965 | |||||||||||||||||||
| March 1 - March 31, 2025 | 3,001,363 | 13.38 | 2,997,226 | 209,145,380 | |||||||||||||||||||
| Total | 3,708,749 | $ | 14.03 | 3,623,580 | |||||||||||||||||||
________________________________________________
(1)On February 21, 2025, the Board authorized a share repurchase program for up to $250 million of common stock, with no specified end date. This repurchase program terminated and replaced the prior authorization from August 2, 2023, to repurchase up to $250 million of common stock.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. MINE SAFETY DISCLOSURE
Not applicable.
Item 5. OTHER INFORMATION
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the fiscal quarter ended March 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act) of the Company adopted terminated
52
Item 6. EXHIBITS
| 2.1 | |||||
| 2.2 | |||||
| 2.3 | |||||
| 2.4 | |||||
| 2.5 | |||||
| 2.6 | |||||
| 2.7 | |||||
| 2.8 | |||||
| 2.9 | |||||
| 2.10 | |||||
| 2.11 | |||||
| 2.12 | |||||
| 3.1 | |||||
| 3.2 | |||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
53
| 4.4 | |||||
| 19.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.* | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Documents.* | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.* | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* | ||||
* Filed herewith.
** Furnished herewith.
# Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K.
54
SIGNATURES
Pursuant to the requirements of the Securities Exchange of Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PAR PACIFIC HOLDINGS, INC. (Registrant) | ||||||||||||||
| By: | /s/ William Monteleone | |||||||||||||
William Monteleone | ||||||||||||||
President and Chief Executive Officer | ||||||||||||||
| By: | /s/ Shawn Flores | |||||||||||||
| Shawn Flores | ||||||||||||||
| Senior Vice President and Chief Financial Officer | ||||||||||||||
Date: May 8, 2025
INSIDER TRADING POLICY
PURPOSE
This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Par Pacific Holdings, Inc. (the “Company”) and the handling of confidential and material non-public information about the Company and the companies with which the Company does business. The Company’s Board of Directors has adopted this Policy to promote compliance with federal, state and foreign securities laws that prohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company; or (ii) providing material nonpublic information to other persons who may trade on the basis of that information.
SCOPE
All employees and other persons subject to the Policy are responsible for adhering to the Policy. For employees who are subject to a collective bargaining agreement (CBA), the terms of the CBA shall prevail in the event they conflict with the provisions of this Policy.
RESPONSIBLITY
The Legal Department is responsible for the implementation and administration of this Policy.
PERSONS SUBJECT TO ADDITIONAL PROCEDURES
Additional procedures described below apply to the individuals identified on Exhibit A, each of whom has access to material nonpublic information, especially information regarding the financial condition and performance of the Company. Exhibit A will be updated periodically by the Legal Department. This section also covers any employee who has obtained material non-public information about the Company or another company, as well as any person who has received a “tip” from an insider of the Company or another company concerning information about the Company or another company that is material and nonpublic, and trades in Company Securities (as defined below) or another company’s securities.
The Company may also determine that other persons should be subject to these additional procedures, such as contractors or consultants who have access to material nonpublic information, or family members, other members of a person’s household or entities controlled by a person covered by such additional procedures.
TRANSACTIONS SUBJECT TO THE POLICY
This Policy applies to transactions in the Company’s securities (collectively referred to in this Policy as “Company Securities”), including the Company’s common stock, options to purchase common stock, or any other type of securities that the Company may issue, including (but not limited to) preferred stock, debentures, bonds, notes and warrants, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to the Company’s securities.
INDIVIDUAL RESPONSIBILITY
Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in Company Securities while in possession of material nonpublic information. Each individual subject to this Policy must not engage in illegal trading and must avoid the appearance of improper trading. Each individual is responsible for making sure that he or she complies with
Page 1 of 9
13802739v2
this Policy, and that any family member, household member or entity whose transactions are subject to this Policy, as discussed below, also comply with this Policy. In all cases, the responsibility for determining whether an individual subject to this Policy is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, the Compliance Officer or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described below in more detail under the heading “Consequences of Violations.”
ADMINISTRATION OF THE POLICY
Our General Counsel shall serve as the Compliance Officer for the purposes of this Policy, and in his absence, another employee designated by the Compliance Officer shall be responsible for administration of this Policy. All determinations and interpretations by the Compliance Officer shall be final and not subject to further review.
STATEMENT OF POLICY
It is the policy of the Company that no director, officer or other employee of the Company (or any other person designated by this Policy or by the Compliance Officer as subject to this Policy) who is aware of material nonpublic information relating to the Company may, directly, or indirectly through family members or other persons or entities:
1.Engage in transactions in Company Securities, except as otherwise specified in this Policy under the headings “Transactions Under Company Plans,” “Transactions Not Involving a Purchase or Sale” and “Rule 10b5-1 Plans;”
2.Recommend the purchase or sale of any Company Securities;
3.Disclose material nonpublic information to persons within the Company whose jobs do not require them to have that information, or outside of the Company to other persons, including, but not limited to, family, friends, business associates, investors and expert consulting firms, unless any such disclosure is made in accordance with the Company’s policies regarding the protection or authorized external disclosure of information regarding the Company; or
4.Assist anyone engaged in the above activities.
In addition, it is the policy of the Company that no director, officer or other employee of the Company (or any other person designated as subject to this Policy) who, in the course of working for the Company, learns of material nonpublic information about a company with which the Company does business, including a customer or supplier of the Company, may trade in that company’s securities until the information becomes public or is no longer material.
There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from this Policy. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.
DEFINITION OF MATERIAL NONPUBLIC INFORMATION
Material Information. Information is considered “material” if a reasonable investor would consider that information important in deciding to buy, hold or sell securities. Any information that could be expected to affect a company’s stock price, whether it is positive or negative, should be considered material. There is no
Page 2 of 9
13802739v2
bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances and is often evaluated by enforcement authorities with the benefit of hindsight. While it is not possible to define all categories of material information, some examples of information that ordinarily would be regarded as material are:
•Projections of future earnings or losses, or other earnings guidance;
•Changes to previously announced earnings guidance, or the decision to suspend earnings guidance;
•A pending or proposed merger, acquisition, or tender offer;
•A pending or proposed acquisition or disposition of a significant asset;
•A pending or proposed joint venture;
•Significant changes in the crack spread;
•A Company restructuring;
•Significant related party transactions;
•A change in dividend policy, the declaration of a stock split, or an offering of additional securities;
•Bank borrowings or other financing transactions out of the ordinary course;
•The establishment of a repurchase program for Company Securities;
•A change in the Company’s pricing or cost structure;
•Major marketing changes;
•A change in management;
•A change in auditors or notification that the auditor’s reports may no longer be relied upon;
•Development of a significant new product, process, or service;
•Pending or threatened significant litigation, or the resolution of such litigation;
•Impending bankruptcy or the existence of severe liquidity problems;
•The gain or loss of a significant customer or supplier;
•A significant cybersecurity incident, such as a data breach, or any other significant disruption in the company’s operations or loss, potential loss, breach or unauthorized access of its property or assets, whether at its facilities or through its information technology infrastructure; or
•The imposition of a ban on trading in Company Securities or the securities of another company.
When Information is Considered Public. Information that has not been disclosed to the public is generally considered to be nonpublic information. In order to establish that the information has been disclosed to the public, it may be necessary to demonstrate that the information has been widely disseminated. Information generally would be considered widely disseminated if it has been disclosed through the Dow Jones “broad tape,” newswire services, a broadcast on widely-available radio or television programs, publication in a widely-available newspaper, magazine or news website, or public disclosure documents filed with the SEC that are available on the SEC’s website. By contrast, information would likely not be considered widely disseminated if it is available only to the Company’s employees, or if it is only available to a select group of analysts, brokers, and institutional investors.
Once information is widely disseminated, it is still necessary to afford the investing public with sufficient time to absorb the information. As a general rule, information should not be considered fully absorbed by the marketplace until after the first business day after the day on which the information is released. If, for example, the Company were to make an announcement on a Monday, you should not trade in Company Securities until Wednesday. Depending on the particular circumstances, the Company may determine that a longer or shorter period should apply to the release of specific material nonpublic information.
TRANSACTIONS BY FAMILY MEMBERS AND OTHERS
This Policy applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company Securities are directed by you or are subject to your influence or control, such as parents or children
Page 3 of 9
13802739v2
who consult with you before they trade in Company Securities (collectively referred to as “Family Members”). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company Securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or your Family Members.
TRANSACTIONS BY ENTITIES THAT YOU INFLUENCE OR CONTROL
This Policy applies to any entities that you influence or control, including any corporations, partnerships or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.
TRANSACTIONS UNDER COMPANY PLANS
This Policy does not apply in the case of the following transactions, except as specifically noted:
Stock Option Exercises. This Policy does not apply to the exercise of an employee stock option acquired pursuant to the Company’s plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
Restricted Stock Awards. This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. The Policy does apply, however, to any market sale of restricted stock.
401(k) Plan. Investing 401(k) plan contributions in a Company stock fund in accordance with the terms of the Company’s 401(k) plan. However, any changes in your investment election regarding Company Securities are subject to trading restrictions under this Policy.
ESPP. Purchasing Company stock through periodic, automatic payroll contributions to the Company's Employee Stock Purchase Plan (“ESPP”). However, electing to enroll in the ESPP, making any changes in your elections under the ESPP and selling any Company Securities acquired under the ESPP are subject to trading restrictions under this Policy.
Other Similar Transactions. Any other purchase of Company Securities from the Company or sales of Company Securities to the Company are not subject to this Policy.
TRANSACTIONS NOT INVOLVING A PURCHASE OR SALE
Bona fide gifts are not transactions subject to this Policy, unless the person making the gift has reason to believe that the recipient intends to sell the Company Securities while the officer, employee or director is aware of material nonpublic information, or the person making the gift is subject to the trading restrictions specified below under the heading “Additional Procedures” and the sales by the recipient of the Company Securities occur during a blackout period. Further, transactions in mutual funds that are invested in Company Securities are not transactions subject to this Policy.
SPECIAL AND PROHIBITED TRANSACTIONS
The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. It therefore is
Page 4 of 9
13802739v2
the Company’s policy that any persons covered by this Policy may not engage in any of the following transactions, or should otherwise consider the Company’s preferences as described below:
Short-Term Trading. Short-term trading of Company Securities may be distracting to the person and may unduly focus the person on the Company’s short-term stock market performance instead of the Company’s long-term business objectives. For these reasons, any director or officer of the Company who purchases Company Securities in the open market may not sell any Company Securities of the same class during the six months following the purchase (or vice versa). All other employees are strongly encouraged not to engage in short term trading. Abuse of this privilege may lead to individual prohibitions.
Short Sales. Short sales of Company Securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance. Furthermore, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales. For these reasons, short sales of Company Securities are prohibited.
Publicly-Traded Options. Given the relatively short term of publicly-traded options, transactions in options may create the appearance that a director, officer or employee is trading based on material nonpublic information and focus a director’s, officer’s or other employee’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, are prohibited by this Policy.
Hedging Transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit a director, officer or employee to continue to own Company Securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other shareholders. Therefore, you are prohibited from engaging in such transactions.
Margin Accounts and Pledged Securities. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company Securities, directors, officers and other employees are prohibited from holding Company Securities in a margin account or otherwise pledging Company Securities as collateral for a loan.
Standing and Limit Orders. Standing and limit orders (except standing and limit orders under approved Rule 10b5-1 Plans, as described below) create heightened risks for insider trading violations similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when a director, officer or other employee is in possession of material nonpublic information. The Company therefore discourages placing standing or limit orders on Company Securities. If a person subject to this Policy determines that they must use a standing order or limit order, the order should be limited to short duration and should otherwise comply with the restrictions and procedures outlined below under the heading “Additional Procedures.”
ADDITIONAL PROCEDURES
The Company has established additional procedures in order to assist the Company in the administration of this Policy, to facilitate compliance with laws prohibiting insider trading while in possession of material nonpublic
Page 5 of 9
13802739v2
information, and to avoid the appearance of any impropriety. These additional procedures are applicable only to those individuals described below.
Pre-Clearance Procedures. Executive officers, directors and those other persons designated by the Compliance Officer as being subject to these procedures, as well as the Family Members and Controlled Entities of such persons, may not engage in any transaction in Company Securities without first obtaining pre-clearance of the transaction from the Compliance Officer. A request for pre-clearance should be submitted to the Compliance Officer at least two full business days in advance of the proposed transaction. The Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction. If a person seeks pre-clearance and permission to engage in the transaction is denied, then he or she should refrain from initiating any transaction in Company Securities, and should not inform any other person of the restriction.
When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material nonpublic information about the Company, and should describe fully those circumstances to the Compliance Officer. The requestor should also indicate whether he or she has effected any non-exempt “opposite-way” transactions within the past six months, and should be prepared to report the proposed transaction on an appropriate Form 4 or Form 5. The requestor should also be prepared to comply with SEC Rule 144 and file Form 144, if necessary, at the time of any sale.
Pre-cleared trades must be effected within five business days of receipt of pre-clearance unless an exception is granted. Transactions not effected within the time limit are subject to pre-clearance again. You must notify the Compliance Officer following completion of the transaction.
Quarterly Trading Restrictions. All executive officers, directors and those other persons designated by the Compliance Officer as subject to this restriction, as well as their Family Members or Controlled Entities, are prohibited from conducting any transactions involving Company Securities (other than as specified by this Policy), during a “Blackout Period” beginning 14 days prior to the end of each fiscal quarter and ending on the second business day following the date of the public release of the Company’s earnings results for that quarter. In other words, these persons may only conduct transactions in Company Securities during the “Window Period” beginning on the second business day following the public release of the Company’s quarterly earnings and ending two weeks prior to the close of the next fiscal quarter. Please note that the Blackout Period for the fourth quarter of the year may not end until the Blackout Period for the first quarter has begun.
Event-Specific Trading Restriction Periods. From time to time, an event may occur that is material to the Company and is known by only a few directors, officers and/or employees. So long as the event remains material and nonpublic, the persons designated by the Compliance Officer may not trade Company Securities. In addition, the Company’s financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of the Compliance Officer, designated persons should refrain from trading in Company Securities even sooner than the typical Blackout Period described above. In that situation, the Compliance Officer may notify these persons that they should not trade in Company Securities, without disclosing the reason for the restriction. The existence of an event-specific trading restriction period or extension of a Blackout Period will not be announced to the Company as a whole, and should not be communicated to any other person. Even if the Compliance Officer has not designated you as a person who should not trade due to an event-specific restriction, you should not trade while aware of material nonpublic information. Exceptions will not be granted during an event-specific trading restriction period.
Exceptions. The quarterly trading restrictions and event-driven trading restrictions do not apply to those transactions to which this Policy does not apply, as described above under the headings “Transactions Under Company Plans” and “Transactions Not Involving a Purchase or Sale.” Further, the requirement for pre-clearance, the quarterly trading restrictions and event-driven trading restrictions do not apply to transactions conducted pursuant to approved Rule 10b5-1 plans, described under the heading “Rule 10b5-1 Plans.”
Page 6 of 9
13802739v2
RULE 10B5-1 PLANS
Rule 10b5-1 under the Exchange Act provides a defense from insider trading liability under certain conditions. In order to be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5-1 plan for transactions in Company Securities that meets certain conditions specified in the Rule (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, Company Securities may be purchased or sold without regard to certain insider trading restrictions. To comply with the Policy, a Rule 10b5-1 Plan must be approved by the Compliance Officer and meet the requirements of Rule 10b5-1. In general, a Rule 10b5-1 Plan must be entered into at a time when the person entering into the plan is not aware of material nonpublic information. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party.
Any Rule 10b5-1 Plan must be submitted for approval one day prior to the entry into the Rule 10b5-1 Plan. No further pre-approval of transactions conducted pursuant to the Rule 10b5-1 Plan will be required.
POST-TERMINATION TRANSACTIONS
This Policy continues to apply to transactions in Company Securities even after termination of service to the Company. If an individual is in possession of material nonpublic information when his or her service terminates, that individual may not trade in Company Securities until that information has become public or is no longer material. The pre-clearance procedures specified under the heading “Additional Procedures” above, however, will cease to apply to transactions in Company Securities upon the expiration of any Blackout Period or other Company-imposed trading restrictions applicable at the time of the termination of service.
COMPANY TRANSACTIONS
From time to time, the Company may engage in transactions in its own securities. The Company’s practices with respect to share issuances and repurchases are designed to promote compliance with applicable insider trading and other securities laws, rules, regulations and listing standards. The practices are also designed be consistent with the procedures for insiders described above, including, subject to certain exceptions, not transacting during trading blackouts or while the Company is in possession of material nonpublic information. Transactions pursuant to equity-based compensation arrangements are conducted in accordance with the terms of the plans and agreements.
CONSEQUENCES OF VIOLATIONS
The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in Company Securities, is prohibited by the federal and state laws. Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys and state enforcement authorities as well as the laws of foreign jurisdictions. Punishment for insider trading violations is severe, and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.
In addition, an individual’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career.
Page 7 of 9
13802739v2
COMPANY ASSISTANCE
Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Compliance Officer, who can be reached by telephone at (832) 916-3392 or by e-mail at JHollis@parpacific.com, or from any member of the Company’s Legal Department.
Page 8 of 9
13802739v2
Exhibit A
PERSONS SUBJECT TO THE POLICY
See list provided by the Legal Department.
Page 9 of 9
13802739v2
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)/15d-14(a) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, William Monteleone, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Par Pacific Holdings, Inc.; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have: | ||||
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||||
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
Date: May 8, 2025
/s/ William Monteleone | ||
William Monteleone | ||
President and Chief Executive Officer | ||
Exhibit 31.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)/15d-14(a) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Shawn Flores, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Par Pacific Holdings, Inc.; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have: | ||||
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||||
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
Date: May 8, 2025
| /s/ Shawn Flores | ||
Shawn Flores | ||
Senior Vice President and Chief Financial Officer | ||
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Par Pacific Holdings, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2025 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, William Monteleone, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | |||||||
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | |||||||
/s/ William Monteleone | ||
William Monteleone | ||
President and Chief Executive Officer | ||
May 8, 2025
Exhibit 32.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Par Pacific Holdings, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2025 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Shawn Flores, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | |||||||
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | |||||||
/s/ Shawn Flores | ||
Shawn Flores | ||
Senior Vice President and Chief Financial Officer | ||
May 8, 2025