Par Pacific Holdings Reports Second Quarter 2018 Results

HOUSTON, Aug. 7, 2018 /PRNewswire/ -- Par Pacific Holdings, Inc. (NYSE: PARR) ("Par Pacific" or the "Company") today reported its financial results for the quarter ended June 30, 2018.

Second Quarter 2018 Highlights

    --  Net Income of $16.2 million, or $0.35 per diluted share
    --  Adjusted Net Income of $13.6 million, or $0.29 per diluted share
    --  Adjusted EBITDA of $36.6 million
    --  Record on-island sales of 71,900 barrels per day in Hawaii
    --  Record throughput of 17,300 barrels per day for the Wyoming refining
        business

Par Pacific reported net income of $16.2 million, or $0.35 per diluted share, for the quarter ended June 30, 2018, compared to net income of $7.0 million, or $0.15 per diluted share, for the same quarter in 2017. Second quarter 2018 Adjusted Net Income was $13.6 million, compared to Adjusted Net Income of $7.5 million in the second quarter of 2017. Second quarter 2018 Adjusted EBITDA was $36.6 million, compared to Adjusted EBITDA of $29.6 million in the second quarter of 2017. A reconciliation of reported non-GAAP financial measures to their most directly comparable GAAP financial measures can be found in the tables accompanying this news release.

"Our second quarter operating and financial results highlight our team's ability to improve the Company's market position in all markets," said William Pate, Par Pacific's President and Chief Executive Officer. "We are particularly pleased with the strong financial performance from our Wyoming refining operations and our retail units. Record on-island sales in Hawaii helped drive sequential improvement in Hawaii refining."

Refining

The Refining segment reported operating income of $27.1 million for the second quarter of 2018, compared to operating income of $13.6 million for the second quarter of 2017. Adjusted Gross Margin for the Refining segment was $62.7 million, compared to $57.8 million in the second quarter of 2017.

Refining Adjusted EBITDA was $28.0 million in the second quarter of 2018, compared to Refining Adjusted EBITDA of $22.9 million in the second quarter of 2017.

Hawaii Refinery

The combined Mid Pacific Index was $8.13/bbl in the second quarter of 2018, compared to $8.96/bbl in the second quarter of 2017. The Hawaii refinery's throughput in the second quarter of 2018 was 74 thousand barrels per day (Mbpd). This compares to throughput of 73 Mbpd for the same quarter in 2017. Production costs were $3.55 per throughput barrel in the second quarter of 2018, compared to $3.56 per throughput barrel in the same period in 2017.

Wyoming Refinery

During the second quarter of 2018, the Wyoming 3-2-1 Index averaged $24.99/bbl, compared to $21.47/bbl in the second quarter of 2017. The Wyoming refinery's throughput was 17 Mbpd in the second quarter of 2018. This compares to throughput of 16 Mbpd for the same quarter in 2017. Production costs were $6.14 per throughput barrel in the second quarter of 2018. This compares to $7.06 per throughput barrel in the same quarter in 2017.

Retail

The Retail segment reported operating income of $7.9 million in the second quarter of 2018, compared to $7.0 million in the second quarter of 2017. Adjusted Gross Margin for the Retail segment was $26.5 million in the second quarter of 2018, compared to $20.4 million in the same quarter of 2017.

Retail Adjusted EBITDA was $10.6 million in the second quarter of 2018, compared to $8.5 million in the second quarter of 2017. The Retail segment reported sales volumes of 31.5 million gallons in the second quarter of 2018, compared to 23.7 million gallons in the same quarter of 2017. The second quarter of 2018 includes a full quarter of results from the Northwest retail acquisition.

Logistics

The Logistics segment reported operating income of $8.7 million in the second quarter of 2018, compared to $7.4 million in the second quarter of 2017. Adjusted Gross Margin for the Logistics segment was $12.7 million in the second quarter of 2018, compared to $13.8 million in the same quarter of 2017.

Logistics Adjusted EBITDA was $10.3 million in the second quarter of 2018, compared to $8.9 million in the second quarter of 2017.

Laramie Energy

Equity losses from Laramie in the second quarter of 2018 were $(2.4) million, compared to equity earnings of $2.4 million in the second quarter of 2017. Second quarter 2018 losses attributable to Par Pacific's 39.1% ownership interest in Laramie included $3.2 million in unrealized losses on derivative instruments compared to $3.7 million in unrealized gains on derivative instruments during the second quarter of 2017.

Laramie averaged 197 million cubic feet equivalent per day (MMcfed) of production during the second quarter of 2018 and exited the quarter with production of 204 MMcfed.

Liquidity

Net cash provided by operations totaled $31.3 million for the six months ended June 30, 2018, compared to $62.2 million provided by operations during the six months ended June 30, 2017. At June 30, 2018, Par Pacific's cash balance totaled $82.7 million, long-term debt totaled $388.0 million, and total liquidity was $163.4 million. Par Pacific's cash balance improved by $17.7 million in the quarter, primarily due to cash provided from operations.

Conference Call Information

A conference call is scheduled for Wednesday, August 8, 2018 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time). To access the call, please dial 1-877-404-9648 inside the U.S. or 1-412-902-0030 outside the U.S. and ask for the Par Pacific call. Please dial in at least 10 minutes early to register. The webcast may be accessed online through the Company's website at http://www.parpacific.com on the Investor Relations page. A telephone replay will be available until August 15, 2018 and may be accessed by calling 1-877-660-6853 inside the U.S. or 1-201-612-7415 outside the U.S. and using the conference ID 13681313#.

About Par Pacific

Par Pacific Holdings, Inc., based in Houston, Texas, owns, manages and maintains interests in energy, related retailing and infrastructure businesses. Par Pacific's strategy is to identify, acquire and operate energy, related retailing and infrastructure businesses with attractive competitive positions. Par Pacific owns and operates one of the largest energy infrastructure networks in Hawaii with a 94,000-bpd refinery, a logistics network supplying the major islands of the state and 91 retail locations. In Wyoming, Par Pacific owns a refinery and associated logistics network in a niche market. In Idaho and Washington, Par Pacific owns and operates 33 retail locations. Par Pacific also owns 39.1% of Laramie Energy, LLC which has natural gas operations and assets concentrated in the Piceance Basin in Western Colorado. More information is available at www.parpacific.com.

Forward-Looking Statements

This news release (and oral statements regarding the subject matter of this news release, including those made on the conference call and webcast announced herein) includes certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to qualify for the "safe harbor" from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, without limitation, statements about: expected market conditions; expected refinery throughput; anticipated capital expenditures, including major maintenance costs, and their effect on our financial and operating results, including earnings per share; anticipated retail sales volumes and on-island sales; the anticipated financial and operational results of Laramie Energy, LLC; the amount of our discounted net cash flows and the impact of our NOL carryforwards on them; our ability to identify, acquire and operate energy, related retailing and infrastructure companies with attractive competitive positions; the anticipated synergies and other benefits of the Northwest retail acquisition; the anticipated financial and operating results of the Northwest retail acquisition and the effect on Par Pacific's cash flows and profitability (including free cash flow and Adjusted earnings per share); and other risks and uncertainties detailed in Par Pacific's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and any other documents that Par Pacific files with the Securities and Exchange Commission (SEC). Additionally, forward looking statements are subject to certain risks, trends, and uncertainties, such as changes to financial condition and liquidity; the volatility of crude oil and refined product prices; operating disruptions at our refineries resulting from unplanned maintenance events; uncertainties inherent in estimating oil, natural gas and NGL reserves; environmental risks; and risks of political or regulatory changes. Par Pacific cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should one of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. Par Pacific does not intend to update or revise any forward-looking statements made herein or any other forward looking statements as a result of new information, future events or otherwise. The Company further expressly disclaims any written or oral statements made by a third party regarding the subject matter of this news release.

Contact:
Suneel Mandava
SVP, Finance
(713) 969-2136
smandava@parpacific.com


    Condensed Consolidated Statements of Operations

    (Unaudited)

    (in thousands, except per share data)


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

                                                        2018                      2017              2018           2017
                                                        ----                      ----              ----           ----

    Revenues                                                  $856,396                   $564,245                       $1,621,835  $1,169,498

    Operating expenses

    Cost of revenues (excluding
     depreciation)                                   747,924                     474,353           1,409,823                975,642

    Operating expense (excluding
     depreciation)                                    53,060                      51,675             104,070                102,023

    Depreciation, depletion, and
     amortization                                     12,775                      11,284              25,812                 22,544

    General and administrative
     expense (excluding
     depreciation)                                    12,905                      10,482              24,110                 23,396

    Acquisition and integration
     expense                                             749                           -              1,381                    253
                                                         ---                         ---              -----                    ---

    Total operating expenses                         827,413                     547,794           1,565,196              1,123,858
                                                     -------                     -------           ---------              ---------

    Operating income                                  28,983                      16,451              56,639                 45,640

    Other income (expense)

    Interest expense and financing
     costs, net                                     (10,544)                    (9,139)            (18,921)              (18,081)

    Loss on termination of financing
     agreements                                            -                    (1,804)                   -               (1,804)

    Other income, net                                    657                         107                 776                    237

    Change in value of common stock
     warrants                                           (74)                      (547)                671                (1,236)

    Change in value of contingent
     consideration                                         -                          -           (10,500)                     -

    Equity earnings (losses) from
     Laramie Energy, LLC                             (2,352)                      2,352               3,224                 11,098
                                                      ------                       -----               -----                 ------

    Total other income (expense),
     net                                            (12,313)                    (9,031)            (24,750)               (9,786)
                                                     -------                      ------             -------                 ------

    Income before income taxes                        16,670                       7,420              31,889                 35,854

    Income tax expense                                 (492)                      (414)              (526)               (1,062)
                                                        ----                        ----                ----                 ------

    Net income                                                 $16,178                     $7,006                          $31,363     $34,792
                                                               =======                     ======                          =======     =======

    Weighted-average shares outstanding

       Basic                                          45,684                      45,541              45,659                 45,505

       Diluted                                        45,723                      45,564              45,700                 45,536


    Income per share

       Basic                                                     $0.35                      $0.15                            $0.68       $0.76

       Diluted                                                   $0.35                      $0.15                            $0.68       $0.75


    Balance Sheet Data

    (Unaudited)

    (in thousands)


                        June 30, 2018            December 31,
                                                    2017
                        -------------         -------------

    Balance Sheet Data

    Cash and cash
     equivalents                      $82,703                   $118,333

    Working capital (1)        22,999                    14,259

    Debt, including
     current portion          388,039                   384,812

    Total stockholders'
     equity                   481,620                   447,719


    (1)              Working
                     capital is
                     calculated
                     as (i)
                     total
                     current
                     assets,
                     excluding
                     cash and
                     cash
                     equivalents
                     less (ii)
                     total
                     current
                     liabilities,
                     excluding
                     current
                     portion of
                     long-term
                     debt.


    Operating Statistics


    The following table summarizes certain operational data:


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

                                                      2018                 2017                2018                   2017


    Total Refining Segment

    Feedstocks Throughput
     (Mbpd)                                           91.2                         89.2                              91.9        90.1

    Refined product sales
     volume (Mbpd)                                    95.3                         86.7                              98.9        90.7


    Hawaii Refinery

    Feedstocks Throughput
     (Mbpd)                                           73.9                         72.7                              75.0        74.7

    Source of Crude Oil:

    North America                                    33.4%                       13.8%                            36.6%      29.3%

    Asia                                             24.8%                       23.3%                            15.6%      24.6%

    Africa                                           26.2%                       17.3%                            33.1%      20.1%

    Latin America                                        -   %                       -  %                             -   %   0.2%

    Middle East                                      15.6%                       45.6%                            14.7%      25.8%

    Total                                           100.0%                      100.0%                           100.0%     100.0%
                                                     =====                        =====                             =====       =====


    Yield (% of total throughput)

    Gasoline and gasoline
     blendstocks                                     28.1%                       27.5%                            28.2%      27.5%

    Distillate                                       48.7%                       49.1%                            47.9%      47.0%

    Fuel oils                                        16.6%                       14.1%                            16.4%      16.3%

    Other products                                    3.4%                        6.2%                             4.3%       6.0%
                                                       ---                          ---                               ---         ---

    Total yield                                      96.8%                       96.9%                            96.8%      96.8%
                                                      ====                         ====                              ====        ====


    Refined product sales volume (Mbpd)

    On-island sales volume                            71.9                         60.6                              70.7        61.2

    Exports sale volume                                6.8                          8.7                              10.7        13.4
                                                       ---                          ---                              ----        ----

    Total refined product
     sales volume                                     78.7                         69.3                              81.4        74.6
                                                      ====                         ====                              ====        ====


    4-1-2-1 Singapore Crack
     Spread ($ per barrel)
     (1)                                                      $6.42                                   $6.95                   $6.40   $6.84

    4-1-2-1 Mid Pacific Crack
     Spread ($ per barrel)
     (1)                                             7.71                         8.35                              7.54        8.02

    Mid Pacific Crude Oil
     Differential ($ per
     barrel) (2)                                    (0.42)                      (0.61)                           (0.22)     (0.91)

    Operating income (loss)
     per bbl ($/throughput
     bbl)                                             1.93                         1.18                              2.45        2.63

    Adjusted Gross Margin per
     bbl ($/throughput bbl)
     (3)                                             5.32                         5.76                              5.26        6.43

    Production costs per bbl
     ($/throughput bbl) (4)                           3.55                         3.56                              3.60        3.64

    DD&A per bbl
     ($/throughput bbl)                               0.65                         0.66                              0.68        0.65


    Wyoming Refinery

    Feedstocks Throughput
     (Mbpd)                                           17.3                         16.5                              16.9        15.4


    Yield (% of total throughput)

    Gasoline and gasoline
     blendstocks                                     47.2%                       48.8%                            48.5%      51.2%

    Distillate                                       48.0%                       45.9%                            46.4%      43.2%

    Fuel oils                                         0.7%                        2.5%                             1.6%       2.6%

    Other products                                    1.9%                        1.9%                             1.1%       1.7%
                                                       ---                          ---                               ---         ---

    Total yield                                      97.8%                       99.1%                            97.6%      98.7%
                                                      ====                         ====                              ====        ====


    Refined product sales
     volume (Mbpd)                                    16.6                         17.4                              17.5        16.1


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

                                                      2018                 2017                2018                   2017
                                                      ----                 ----                ----                   ----

    Wyoming Refinery (continued)

    Wyoming 3-2-1 Index ($
     per barrel) (5)                                          $24.99                                  $21.47                  $20.35  $18.99

    Operating income (loss)
     per bbl ($/throughput
     bbl)                                             8.97                         3.90                              6.51        1.99

    Adjusted Gross Margin per
     bbl ($/throughput bbl)
     (3)                                            17.09                        13.08                             15.57       11.41

    Production costs per bbl
     ($/throughput bbl) (4)                           6.14                         7.06                              6.92        7.25

    DD&A per bbl
     ($/throughput bbl)                               1.98                         2.06                              2.15        2.18


    Retail Segment

    Retail sales volumes
     (thousands of gallons)
     (6)                                           31,489                       23,746                            53,679      45,804


    Logistics Segment

    Pipeline throughput (Mbpd)

    Crude oil pipelines                               88.5                         86.7                              88.4        88.7

    Refined product pipelines                         79.5                         84.2                              85.2        87.5


    Total pipeline throughput                        168.0                        170.9                             173.6       176.2
                                                     =====                        =====                             =====       =====


    (1)              The
                     profitability
                     of our Hawaii
                     business is
                     heavily
                     influenced by
                     crack spreads
                     in both the
                     Singapore and
                     U.S. West
                     Coast
                     markets.
                     These markets
                     reflect the
                     closest
                     liquid market
                     alternatives
                     to source
                     refined
                     products for
                     Hawaii. We
                     believe the
                     Singapore and
                     Mid Pacific
                     crack spreads
                     (or four
                     barrels of
                     Brent crude
                     converted
                     into one
                     barrel of
                     gasoline, two
                     barrels of
                     distillate
                     (diesel and
                     jet fuel) and
                     one barrel of
                     fuel oil)
                     best reflect
                     a market
                     indicator for
                     our Hawaii
                     refinery
                     operations.
                     The Mid
                     Pacific crack
                     spread is
                     calculated
                     using a ratio
                     of 80%
                     Singapore and
                     20% San
                     Francisco
                     indices.

    (2)              Weighted-
                     average
                     differentials,
                     excluding
                     shipping
                     costs, of a
                     blend of
                     crudes with
                     an API of
                     31.98 and
                     sulfur weight
                     percentage of
                     0.65% that is
                     indicative of
                     our typical
                     crude oil mix
                     quality
                     compared to
                     Brent crude.

    (3)              Please see
                     discussion of
                     Adjusted
                     Gross Margin
                     below. We
                     calculate
                     Adjusted
                     Gross Margin
                     per barrel by
                     dividing
                     Adjusted
                     Gross Margin
                     by total
                     refining
                     throughput.

    (4)              Management
                     uses
                     production
                     costs per
                     barrel to
                     evaluate
                     performance
                     and compare
                     efficiency to
                     other
                     companies in
                     the industry.
                     There are
                     several 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
                     consolidated
                     statement of
                     operations,
                     which also
                     includes
                     costs related
                     to our bulk
                     marketing
                     operations.

    (5)              The
                     profitability
                     of our
                     Wyoming
                     refinery is
                     heavily
                     influenced by
                     crack spreads
                     in nearby
                     markets. We
                     believe the
                     Wyoming 3-2-
                     1 Index is
                     the best
                     market
                     indicator for
                     our
                     operations in
                     Wyoming. The
                     Wyoming 3-2-
                     1 Index is
                     computed by
                     taking two
                     parts
                     gasoline and
                     one part
                     distillate
                     (ultra-low
                     sulfur
                     diesel) as
                     created from
                     three barrels
                     of West Texas
                     Intermediate
                     Crude.
                     Pricing is
                     based 50% on
                     applicable
                     product
                     pricing in
                     Rapid City,
                     South Dakota,
                     and 50% on
                     applicable
                     product
                     pricing in
                     Denver,
                     Colorado.

    (6)              Retail sales
                     volumes for
                     the three and
                     six months
                     ended June
                     30, 2018,
                     include the
                     91 days and
                     100 days of
                     retail sales
                     volumes from
                     Northwest
                     Retail from
                     the
                     acquisition
                     date of March
                     23, 2018
                     through June
                     30, 2018,
                     respectively.

Non-GAAP Performance Measures

Management uses certain financial measures to evaluate our operating performance that are considered non-GAAP financial measures. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP and our calculations thereof may not be comparable to similarly titled measures reported by other companies.

Adjusted Gross Margin

Adjusted Gross Margin is defined as (i) operating income (loss) plus operating expense (excluding depreciation), depreciation, depletion, and amortization ("DD&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 obligation, and purchase price allocation adjustments), and unrealized losses (gains) on derivatives or (ii) revenues less cost of revenues (excluding depreciation) plus inventory valuation adjustments and unrealized losses (gains) on derivatives. We define cost of revenues (excluding depreciation) as 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 Renewable Identification Numbers ("RINs") obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains (losses) on derivatives and inventory valuation adjustments that we exclude from Adjusted Gross Margin.

Management believes Adjusted Gross Margin is an important measure of operating performance and uses Adjusted Gross Margin per barrel to evaluate operating performance and compare profitability to other companies in the industry and to industry benchmarks. Management believes Adjusted Gross Margin 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 agreement and lower of cost or 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, depletion, and amortization.

Adjusted Gross Margin should not be considered an alternative to operating income (loss), net cash flows from operating activities, or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted Gross Margin presented by other companies may not be comparable to our presentation since each company may define this term differently as they may include other manufacturing costs and depreciation expense in cost of revenues.

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 June 30, 2018 Refining           Logistics       Retail
    -------------------------------- --------           ---------       ------

    Operating income (loss)                     $27,082                         $8,650         $7,857

    Operating expense (excluding
     depreciation)                      34,747                    2,385                15,924

    Depreciation, depletion, and
     amortization                        7,475                    1,673                 2,697

    Inventory valuation adjustment    (12,091)                       -                    -

    Unrealized loss (gain) on
     derivatives                         5,496                        -                    -
                                         -----                      ---                  ---

    Adjusted Gross Margin                       $62,709                        $12,708        $26,478
                                                =======                        =======        =======


    Three months ended June 30, 2017 Refining           Logistics       Retail
    -------------------------------- --------           ---------       ------

    Operating income (loss)                     $13,642                         $7,423         $6,996

    Operating expense (excluding
     depreciation)                      34,895                    4,849                11,951

    Depreciation, depletion, and
     amortization                        7,450                    1,524                 1,458

    Inventory valuation adjustment     (2,620)                       -                    -

    Unrealized loss (gain) on
     derivatives                         4,399                        -                    -

    Adjusted Gross Margin                       $57,766                        $13,796        $20,405
                                                =======                        =======        =======


    Six Months Ended June 30, 2018   Refining           Logistics       Retail
    ------------------------------   --------           ---------       ------

    Operating income (loss)                     $53,155                        $17,443        $13,595

    Operating expense (excluding
     depreciation)                      72,096                    4,207                27,763

    Depreciation, depletion, and
     amortization                       15,837                    3,315                 4,565

    Inventory valuation adjustment    (23,978)                       -                    -

    Unrealized loss (gain) on
     derivatives                         1,991                        -                    -
                                         -----                      ---                  ---

    Adjusted Gross Margin                      $119,101                        $24,965        $45,923
                                               ========                        =======        =======


    Six Months Ended June 30, 2017   Refining           Logistics       Retail
    ------------------------------   --------           ---------       ------

    Operating income (loss)                     $41,058                        $16,836        $13,116

    Operating expense (excluding
     depreciation)                      71,111                    8,646                22,266

    Depreciation, depletion, and
     amortization                       14,853                    3,011                 2,906

    Inventory valuation adjustment    (11,412)                       -                    -

    Unrealized loss (gain) on
     derivatives                         3,112                        -                    -

    Adjusted Gross Margin                      $118,722                        $28,493        $38,288
                                               ========                        =======        =======

Adjusted Net Income (Loss) and Adjusted EBITDA

Adjusted Net Income (Loss) is defined as net income (loss) excluding changes in the value of contingent consideration and common stock warrants, acquisition and integration expense, unrealized (gains) losses on derivatives, loss on termination of financing agreements, release of tax valuation allowance, inventory valuation adjustment, severance costs, impairment expense, and (gain) loss on sale of assets. Beginning in 2018, Adjusted Net Income (Loss) also excludes Par's share of Laramie Energy's unrealized loss (gain) on derivatives. The exclusion of Par's share of Laramie Energy's unrealized loss (gain) on derivatives from Adjusted Net Income (Loss) is consistent with our treatment of Par's unrealized (gains) losses on derivatives, which are also excluded from Adjusted Net Income (Loss). We have recast the non-GAAP information for three and six months ended June 30, 2017 to conform to the current period presentation.

Adjusted EBITDA is Adjusted Net Income (Loss) excluding interest expense and financing costs, taxes, DD&A, and equity losses (earnings) from Laramie Energy (excluding Par's share of Laramie's unrealized loss or gain on derivatives). We believe Adjusted Net Income (Loss) and Adjusted EBITDA are useful supplemental financial measures that allow investors to assess:

    --  The financial performance of our assets without regard to financing
        methods, capital structure, or historical cost basis;
    --  The ability of our assets to generate cash to pay interest on our
        indebtedness; and
    --  Our operating performance and return on invested capital as compared to
        other companies without regard to financing methods and capital
        structure.

Adjusted Net Income (Loss) and Adjusted EBITDA should not be considered in isolation, or as a substitute for, operating income (loss), net income (loss), cash flows provided by operating, investing, and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. Adjusted Net Income (Loss) and Adjusted EBITDA presented by other companies may not be comparable to our presentation as other companies may define these terms differently.

The following table presents a reconciliation of Adjusted Net Income (Loss) and Adjusted EBITDA to the most directly comparable GAAP financial measure, net income (loss), on a historical basis for the periods indicated (in thousands):


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

                             2018                 2017          2018                    2017
                             ----                 ----          ----                    ----

    Net income                       $16,178                            $7,006                 $31,363  $34,792

    Inventory valuation
     adjustment          (12,091)                      (2,620)                    (23,978)   (11,412)

    Unrealized loss
     (gain) on
     derivatives            5,496                         4,399                       1,991       3,112

    Acquisition and
     integration expense      749                             -                      1,381         253

    Loss on termination
     of financing
     agreements                 -                        1,804                           -      1,804

    Change in value of
     common stock
     warrants                  74                           547                       (671)      1,236

    Change in value of
     contingent
     consideration              -                            -                     10,500           -

    Severance costs             -                            -                          -      1,595

    Par's share of
     Laramie Energy's
     unrealized loss
     (gain) on
     derivatives (1)        3,157                       (3,680)                       1,169    (13,917)

    Adjusted Net Income    13,563                         7,456                      21,755      17,463

    Depreciation,
     depletion, and
     amortization          12,775                        11,284                      25,812      22,544

    Interest expense and
     financing costs,
     net                   10,544                         9,139                      18,921      18,081

    Equity losses
     (earnings) from
     Laramie Energy,
     LLC, excluding
     Par's share of
     unrealized loss
     (gain) on
     derivatives            (805)                        1,328                     (4,393)      2,819

    Income tax expense        492                           414                         526       1,062
                              ---                           ---                         ---       -----

    Adjusted EBITDA                  $36,569                           $29,621                 $62,621  $61,969
                                     =======                           =======                 =======  =======


    (1)              Included in
                     Equity
                     earnings
                     from Laramie
                     Energy, LLC
                     on our
                     Condensed
                     Consolidated
                     Statements
                     of
                     Operations.

The following table sets forth the computation of basic and diluted Adjusted Net Income (Loss) per share (in thousands, except per share amounts):


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

                         2018                    2017           2018                 2017
                         ----                    ----           ----                 ----

    Adjusted Net
     Income                      $13,563                $7,456                            $21,755  $17,463

    Undistributed
     Adjusted Net
     Income allocated
     to participating
     securities (1)       204                        92              300                       207
                          ---                       ---              ---                       ---

    Adjusted Net
     Income
     attributable to
     common
     stockholders      13,359                     7,364           21,455                    17,256

    Plus: effect of
     convertible
     securities             -                        -               -                        -
                          ---                      ---             ---                      ---

    Numerator for
     diluted income
     per common share            $13,359                $7,364                            $21,455  $17,256
                                 =======                ======                            =======  =======


    Basic weighted-
     average common
     stock shares
     outstanding       45,684                    45,541           45,659                    45,505

    Add dilutive
     effects of common
     stock equivalents     39                        23               41                        31

    Diluted weighted-
     average common
     stock shares
     outstanding       45,723                    45,564           45,700                    45,536
                       ======                    ======           ======                    ======


    Basic Adjusted Net
     Income per common
     share                         $0.29                 $0.16                              $0.47    $0.38

    Diluted Adjusted
     Net Income per
     common share                  $0.29                 $0.16                              $0.47    $0.38


                    Participating
                     securities
                     include
                     restricted
                     stock that
                     has been
                     issued but
                     has not yet
    (1)              vested.

Adjusted EBITDA by Segment

Adjusted EBITDA by segment is defined as operating income (loss) by segment excluding unrealized (gains) losses on derivatives, inventory valuation adjustment, severance costs, and depreciation, depletion, and amortization expense. We believe Adjusted EBITDA by segment is a useful supplemental financial measure to evaluate the economic performance of our segments without regard to financing methods, capital structure, or historical cost basis.

The following table presents a reconciliation of Adjusted EBITDA 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 June 30, 2018

                   Refining               Logistics            Retail
                   --------               ---------            ------

     Operating
     income
     by
     segment                    $27,082                                $8,650        $7,857

     Depreciation,
     depletion,
     and
     amortization      7,475                             1,673                2,697

     Inventory
     valuation
     adjustment     (12,091)                                -                   -

     Unrealized
     loss
     (gain)
     on
     derivatives       5,496                                 -                   -

     Adjusted
     EBITDA                     $27,962                               $10,323       $10,554
                                =======                               =======       =======


                          Three Months Ended June 30, 2017

                   Refining               Logistics            Retail
                   --------               ---------            ------

     Operating
     income
     by
     segment                    $13,642                                $7,423        $6,996

     Depreciation,
     depletion,
     and
     amortization      7,450                             1,524                1,458

     Inventory
     valuation
     adjustment      (2,620)                                -                   -

     Unrealized
     loss
     (gain)
     on
     derivatives       4,399                                 -                   -

     Adjusted
     EBITDA                     $22,871                                $8,947        $8,454
                                =======                                ======        ======


                           Six Months Ended June 30, 2018

                   Refining               Logistics            Retail
                   --------               ---------            ------

     Operating
     income
     (loss)
     by
     segment                    $53,155                               $17,443       $13,595

     Depreciation,
     depletion
     and
     amortization     15,837                             3,315                4,565

     Inventory
     valuation
     adjustment     (23,978)                                -                   -

     Unrealized
     loss
     (gain)
     on
     derivatives       1,991                                 -                   -

     Adjusted
     EBITDA                     $47,005                               $20,758       $18,160
                                =======                               =======       =======


                           Six Months Ended June 30, 2017

                   Refining               Logistics            Retail
                   --------                                    ------

     Operating
     income
     (loss)
     by
     segment                    $41,058                               $16,836       $13,116

     Depreciation,
     depletion
     and
     amortization     14,853                             3,011                2,906

     Inventory
     valuation
     adjustment     (11,412)                                -                   -

     Unrealized
     loss
     (gain)
     on
     derivatives       3,112                                 -                   -

     Severance
     costs               395                                 -                   -

     Adjusted
     EBITDA                     $48,006                               $19,847       $16,022
                                =======                               =======       =======

View original content:http://www.prnewswire.com/news-releases/par-pacific-holdings-reports-second-quarter-2018-results-300693440.html

SOURCE Par Pacific Holdings, Inc.