Par Pacific Holdings Reports Third Quarter 2018 Results

HOUSTON, Nov. 6, 2018 /PRNewswire/ -- Par Pacific Holdings, Inc. (NYSE: PARR) ("Par Pacific" or the "Company") today reported its financial results for the quarter ended September 30, 2018.

Third Quarter 2018 Highlights

    --  Net Loss of $5.8 million, or $(0.13) per diluted share
    --  Adjusted Net Income of $5.5 million, or $0.12 per diluted share
    --  Adjusted EBITDA of $27.1 million
    --  Record on-island sales of 75,300 barrels per day in Hawaii
    --  Approved $44 million investment in Hawaii to increase on-island gasoline
        production; projected to come online in the first quarter of 2021
    --  Laramie ownership interest increased to 46% from 39% in October
        following the redemption of a unitholder's interest

Par Pacific reported a net loss of $5.8 million, or $(0.13) per diluted share, for the quarter ended September 30, 2018, compared to net income of $18.8 million, or $0.41 per diluted share, for the same quarter in 2017. Third quarter 2018 Adjusted Net Income was $5.5 million, compared to Adjusted Net Income of $25.2 million in the third quarter of 2017. Third quarter 2018 Adjusted EBITDA was $27.1 million, compared to Adjusted EBITDA of $45.1 million in the third 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.

"I am pleased with the progress we made during the quarter in executing on our strategic initiatives," said William Pate, Par Pacific's President and Chief Executive Officer. "We've announced a combined $116 million investment in Hawaii between the IES transaction and other expansion projects with attractive return profiles in order to capitalize on IMO 2020 and growing jet fuel demand. Our third quarter operating and financial results benefited from strong operations from our Wyoming Refinery and Retail, which mitigated challenges faced by our Hawaii Refinery."

Refining

The Refining segment reported operating income of $0.4 million in the third quarter of 2018, compared to operating income of $21.3 million in the third quarter of 2017. Adjusted Gross Margin for the Refining segment was $52.3 million in the third quarter of 2018, compared to $71.2 million in the third quarter of 2017.

Refining Adjusted EBITDA was $15.6 million in the third quarter of 2018, compared to Refining Adjusted EBITDA of $35.1 million in the third quarter of 2017. Over half of this decline can be attributed to market conditions in Hawaii.

Hawaii Refinery

The combined Mid Pacific Index was $8.59/bbl in the third quarter of 2018, compared to $10.27/bbl in the third quarter of 2017. The Hawaii refinery's throughput in the third quarter of 2018 was 72 thousand barrels per day (Mbpd). This compares to throughput of 74 Mbpd for the same quarter in 2017. Production costs were $3.97 per throughput barrel in the third quarter of 2018, compared to $3.69 per throughput barrel in the same period in 2017. The planned reformer regeneration and prolonged shut-down of downstream processing units related to Hurricane Lane impacted financial results in the third quarter of 2018.

Par Pacific is commencing a new $44 million capital project to build a 10 Mbpd naphtha hydrotreater and 6.5 Mbpd isomerization unit at its Hawaii refinery. These units are expected to convert lower-value exported products into higher-value on-island gasoline sales, enhance octane production, and improve benzene and sulfur balances. Startup is expected to occur in the first quarter of 2021.

Wyoming Refinery

During the third quarter of 2018, the Wyoming 3-2-1 Index averaged $26.25/bbl, compared to $25.29/bbl in the third quarter of 2017. The Wyoming refinery's throughput was 17 Mbpd in the third quarter of both 2018 and 2017. Production costs were $6.10 per throughput barrel in the third quarter of 2018, compared to $6.67 per throughput barrel in the same period in 2017.

Retail

The Retail segment reported operating income of $10.7 million in the third quarter of 2018, compared to $7.5 million in the third quarter of 2017. Adjusted Gross Margin for the Retail segment was $29.0 million in the third quarter of 2018, compared to $20.5 million in the same quarter of 2017.

Retail Adjusted EBITDA was $12.5 million in the third quarter of 2018, compared to $8.9 million in the third quarter of 2017. The Retail segment reported sales volumes of 32.2 million gallons in the third quarter of 2018, compared to 24.1 million gallons in the same quarter of 2017. The third quarter of 2018 includes results from the Northwest retail acquisition.

Logistics

The Logistics segment reported operating income of $9.0 million in the third quarter of 2018, compared to $10.4 million in the third quarter of 2017. Adjusted Gross Margin for the Logistics segment was $12.3 million in the third quarter of 2018, compared to $16.0 million in the same quarter of 2017.

Logistics Adjusted EBITDA was $10.6 million in the third quarter of 2018, compared to $12.0 million in the third quarter of 2017.

Laramie Energy

Equity earnings from Laramie in the third quarter of 2018 were $1.1 million, compared to equity earnings of $0.6 million in the third quarter of 2017. Third quarter 2018 earnings attributable to Par Pacific's 39.1% ownership interest in Laramie included $1.3 million in unrealized losses on derivative instruments compared to $1.0 million in unrealized gains on derivative instruments during the third quarter of 2017. Laramie's total net loss was $0.2 million in the third quarter of 2018, compared to a net loss of $1.8 million in the third quarter of 2017. Laramie's total Adjusted EBITDAX was $29.2 million in the third quarter of 2018, compared to $14.4 million in the third quarter of 2017.

Laramie averaged 211 million cubic feet equivalent per day (MMcfed) of production during the third quarter of 2018 and exited the quarter with production of 215 MMcfed. Subsequent to the third quarter of 2018, Par Pacific's ownership interest in Laramie increased to 46% following the redemption of a unitholder's interest.

Liquidity

Net cash provided by operations totaled $51.9 million for the nine months ended September 30, 2018, compared to $105.5 million during the nine months ended September 30, 2017. At September 30, 2018, Par Pacific's cash balance totaled $87.7 million, long-term debt totaled $389.6 million, and total liquidity was $184.9 million. Par Pacific's cash balance improved by $5.0 million in the quarter, primarily due to cash provided from operations.

Conference Call Information

A conference call is scheduled for Wednesday, November 7, 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 November 14, 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 13684344#.

About Par Pacific

Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, owns and operates market-leading energy and infrastructure businesses. Par Pacific's strategy is to acquire and develop energy and infrastructure businesses in logistically complex markets. Par Pacific owns and operates one of the largest energy networks in Hawaii with a 94,000-bpd refinery, a logistics system supplying the major islands of the state and 91 retail locations. In the Pacific Northwest and the Rockies, Par Pacific owns and operates an 18,000-bpd refinery, a logistics system and 33 retail locations. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado. More information is available at www.parpacific.com.

Forward-Looking Statements

This news release (and oral statements regarding the subject matter of this news release, including those made on the conference call and webcast announced herein) includes certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to qualify for the "safe harbor" from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, without limitation, statements about: expected market conditions; 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 timing and expected results of certain development projects, including Par Pacific's investment in an isomerization unit and diesel hydrotreater, as well as the impact of such investments on Par Pacific's product mix and on-island sales; the timing of the IES transaction and anticipated synergies and other benefits of the IES transaction; the anticipated financial and operating results of the assets acquired in the IES transaction and their 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 or natural disasters; 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               
         
              Nine Months Ended
                                                                   September 30,                                     September 30,


                                                        2018                            2017           2018                                    2017

                                                                                                                                             ---


     
              Revenues                                      $
           909,781                              $
         610,506                         $
          2,531,616  $
         1,780,004



     
              Operating expenses


      Cost of revenues (excluding
       depreciation)                                 822,785                                   509,476                         2,232,608                     1,485,118


      Operating expense (excluding
       depreciation)                                  54,905                                    51,718                           158,975                       153,741


      Depreciation, depletion, and
       amortization                                   13,192                                    11,304                            39,004                        33,848


      General and administrative
       expense (excluding
       depreciation)                                  11,871                                    11,292                            35,981                        34,688


      Acquisition and integration
       expense                                         2,134                                                                      3,515                           253



                 Total operating expenses            904,887                                   583,790                         2,470,083                     1,707,648



                 Operating income                      4,894                                    26,716                            61,533                        72,356



     
              Other income (expense)


      Interest expense and financing
       costs, net                                   (10,425)                                  (7,419)                         (29,346)                     (25,500)


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



     Other income, net                                   85                                       649                               861                           886


      Change in value of common stock
       warrants                                      (1,067)                                    (975)                            (396)                      (2,211)


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


      Equity earnings from Laramie
       Energy, LLC                                     1,050                                       553                             4,274                        11,651



                 Total other income (expense),
                  net                               (10,357)                                  (7,192)                         (35,107)                     (16,978)



                 Income (loss) before income
                  taxes                              (5,463)                                   19,524                            26,426                        55,378



     Income tax expense                               (359)                                    (700)                            (885)                      (1,762)



                 Net income (loss)                             $
           (5,822)                              $
         18,824                            $
          25,541     $
         53,616





                 Weighted-average shares outstanding



     Basic                                           45,709                                    45,561                            45,676                        45,505



     Diluted                                         45,709                                    51,992                            45,721                        45,527





     
              Income (loss) per share



     Basic                                                     $
           (0.13)                                $
         0.41                              $
          0.55       $
         1.16



     Diluted                                                   $
           (0.13)                                $
         0.41                              $
          0.55       $
         1.16



     
                Balance Sheet Data


     
                (Unaudited)


     
                (in thousands)




                                      September 30, 2018                   December 31, 2017

                                                                    ---

                   Balance Sheet Data


      Cash
       and
       cash
       equivalents                                       $
     87,734                      $
       118,333


       Working
       capital
       (1)                                       14,002            14,259


      Debt,
       including
       current
       portion                                   389,598           384,812


      Total
       stockholders'
       equity                                    477,406           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                        Nine Months Ended
                                                    September 30,                           September 30,


                                             2018                              2017         2018                              2017



                   Total Refining Segment


      Feedstocks Throughput
       (Mbpd)                                88.6                                      90.3                                  90.8           90.1


      Refined product sales
       volume (Mbpd)                         99.9                                      91.8                                  99.2           91.2





     
                Hawaii Refinery


      Feedstocks Throughput
       (Mbpd)                                71.5                                      73.8                                  73.8           74.4



     Source of Crude Oil:



     North America                          15.3                                      14.8                                  29.6           24.4
                                                %                                        %                                    %             %



     Asia                                   38.1                                      23.6                                  23.0           24.3
                                                %                                        %                                    %             %



     Africa                                 31.8                                      29.1                                  32.7           23.1
                                                %                                        %                                    %             %



     Latin America                             -              %                             %                                     %      0.1
                                                                                                                                            %



     Middle East                            14.8                                      32.5                                  14.7           28.1
                                                %                                        %                                    %             %



     Total                                 100.0                                     100.0                                 100.0          100.0
                                                %                                        %                                    %             %

                                                                                                                                                 ===




     Yield (% of total throughput)


      Gasoline and gasoline                  26.0                                      28.8                                  27.4           27.9
       blendstocks                              %                                        %                                    %             %



     Distillate                             49.9                                      47.2                                  48.6           47.1
                                                %                                        %                                    %             %



     Fuel oils                              16.0                                      15.6                                  16.3           16.1
                                                %                                        %                                    %             %



     Other products                          4.8                                       5.1                                   4.5            5.7
                                                %                                        %                                    %             %

                                                                                                                                                 ---


     Total yield                            96.7                                      96.7                                  96.8           96.8
                                                %                                        %                                    %             %

                                                                                                                                                 ===



      Refined product sales volume (Mbpd)


      On-island sales volume                 75.3                                      63.7                                  72.2           62.1


      Exports sale volume                     8.3                                      11.2                                   9.9           12.7



      Total refined product
       sales volume                          83.6                                      74.9                                  82.1           74.8





      4-1-2-1 Singapore Crack
       Spread ($ per barrel)
       (1)                                          $
              7.81                              $
              8.20                   $
       6.87       $
     7.30


      4-1-2-1 Mid Pacific Crack
       Spread ($ per barrel)
       (1)                                  8.93                                      9.94                                  8.01           8.67


      Mid Pacific Crude Oil
       Differential ($ per
       barrel) (2)                           0.34                                    (0.33)                               (0.03)        (0.71)


      Operating income (loss)
       per bbl ($/throughput
       bbl)                                (2.16)                                     0.91                                  0.94           2.05


      Adjusted Gross Margin per
       bbl ($/throughput bbl)
       (3)                                  3.66                                      6.32                                  4.74           6.39


      Production costs per bbl
       ($/throughput bbl) (4)                3.97                                      3.69                                  3.72           3.66


      DD&A per bbl
       ($/throughput bbl)                    0.66                                      0.63                                  0.68           0.64





     
                Wyoming Refinery


      Feedstocks Throughput
       (Mbpd)                                17.1                                      16.5                                  17.0           15.7





     Yield (% of total throughput)


      Gasoline and gasoline                  47.7                                      50.5                                  48.2           51.2
       blendstocks                              %                                        %                                    %             %



     Distillate                             46.0                                      43.4                                  46.3           43.1
                                                %                                        %                                    %             %



     Fuel oils                               2.1                                       2.7                                   1.8            2.6
                                                %                                        %                                    %             %



     Other products                          1.7                                       1.6                                   1.3            1.6
                                                %                                        %                                    %             %

                                                                                                                                                 ---


     Total yield                            97.5                                      98.2                                  97.6           98.5
                                                %                                        %                                    %             %

                                                                                                                                                 ===



      Refined product sales
       volume (Mbpd)                         16.3                                      16.9                                  17.1           16.4




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


                                             2018                              2017         2018                              2017

                                                                                                                            ---

                   Wyoming Refinery (continued)


      Wyoming 3-2-1 Index ($
       per barrel) (5)                              $
              26.25                             $
              25.29                  $
       22.34      $
     21.11


      Operating income (loss)
       per bbl ($/throughput
       bbl)                                  9.32                                      9.97                                  7.45           4.82


      Adjusted Gross Margin per
       bbl ($/throughput bbl)
       (3)                                 17.95                                     18.67                                 16.35          14.03


      Production costs per bbl
       ($/throughput bbl) (4)                6.10                                      6.67                                  6.63           7.07


      DD&A per bbl
       ($/throughput bbl)                    2.54                                      2.03                                  2.28           2.13





     
                Retail Segment


      Retail sales volumes
       (thousands of gallons)
       (6)                                32,217                                    24,064                                85,896         69,868





     
                Logistics Segment



     Pipeline throughput (Mbpd)


      Crude oil pipelines                    88.0                                      82.3                                  88.3           86.5


      Refined product pipelines              82.9                                      85.0                                  84.4           86.7



      Total pipeline throughput             170.9                                     167.3                                 172.7          173.2

________________________________________



     (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 nine
            months ended September 30, 2018, include the 92
            days and 192 days of retail sales volumes from
            Northwest Retail from the acquisition date of
            March 23, 2018 through September 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 September 30, 2018 Refining                Logistics            Retail

    ---                                                                                             ---


       
                Operating income (loss)                            $
         438                              $
      8,959        $
      10,650


        Operating expense (excluding depreciation)           36,766                           1,663                       16,476


        Depreciation, depletion, and amortization             8,336                           1,654                        1,876



       Inventory valuation adjustment                        3,944



       Unrealized loss (gain) on derivatives                 2,858




       
                Adjusted Gross Margin                           $
         52,342                             $
      12,276        $
      29,002





                     Three months ended September 30, 2017 Refining                Logistics            Retail

    ---                                                                                                    ---


       
                Operating income (loss)                         $
         21,331                             $
      10,350         $
      7,473


        Operating expense (excluding depreciation)           36,126                           4,029                       11,563


        Depreciation, depletion, and amortization             7,390                           1,602                        1,471



       Inventory valuation adjustment                        9,423



       Unrealized loss (gain) on derivatives               (3,033)



       
                Adjusted Gross Margin                           $
         71,237                             $
      15,981        $
      20,507





                     Nine Months Ended September 30, 2018  Refining                Logistics            Retail

    ---                                                                                                    ---


       
                Operating income (loss)                         $
         53,593                             $
      26,402        $
      24,245


        Operating expense (excluding depreciation)          108,862                           5,870                       44,239


        Depreciation, depletion, and amortization            24,173                           4,969                        6,441



       Inventory valuation adjustment                     (20,034)



       Unrealized loss (gain) on derivatives                 4,849




       
                Adjusted Gross Margin                          $
         171,443                             $
      37,241        $
      74,925





                     Nine Months Ended September 30, 2017  Refining                Logistics            Retail

    ---                                                                                                    ---


       
                Operating income (loss)                         $
         62,389                             $
      27,186        $
      20,589


        Operating expense (excluding depreciation)          107,237                          12,675                       33,829


        Depreciation, depletion, and amortization            22,243                           4,613                        4,377



       Inventory valuation adjustment                      (1,989)



       Unrealized loss (gain) on derivatives                    79



       
                Adjusted Gross Margin                          $
         189,959                             $
      44,474        $
      58,795

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 nine months ended September 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                               Nine Months Ended
                                               September 30,                                  September 30,


                                         2018                             2017         2018                              2017



                  Net income (loss)           $
              (5,822)                           $
              18,824                $
       25,541   $
     53,616


     Inventory valuation
      adjustment                        3,944                                    9,423                              (20,034)       (1,989)


     Unrealized loss
      (gain) on
      derivatives                       2,858                                  (3,033)                                4,849             79


     Acquisition and
      integration expense               2,134                                                                         3,515            253


     Loss on termination
      of financing
      agreements                                                                                                                   1,804


     Change in value of
      common stock
      warrants                          1,067                                      975                                   396          2,211


     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)                   1,271                                    (997)                                2,440       (14,914)


                  Adjusted Net Income
                   (2)                 5,452                                   25,192                                27,207         42,655


     Depreciation,
      depletion, and
      amortization                     13,192                                   11,304                                39,004         33,848


     Interest expense and
      financing costs,
      net                              10,425                                    7,419                                29,346         25,500


     Equity losses
      (earnings) from
      Laramie Energy,
      LLC, excluding
      Par's share of
      unrealized loss
      (gain) on
      derivatives                     (2,321)                                     444                               (6,714)         3,263


     Income tax expense                   359                                      700                                   885          1,762



                  Adjusted EBITDA              $
              27,107                            $
              45,059                $
       89,728  $
     107,028

________________________________________



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



              (2)              For the three and nine months ended
                                  September 30, 2018 and 2017, there
                                  was no tax valuation allowance
                                  release, impairment expense, or
                                  (gain) loss on sale of assets.

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                        Nine Months Ended
                               September 30,                          September 30,


                          2018                          2017         2018                         2017



     Adjusted Net
      Income                   $
              5,452                           $
           25,192             $
       27,207  $
       42,655


     Undistributed
      Adjusted Net
      Income allocated
      to participating
      securities (1)        78                                   319                              384           507



     Adjusted Net
      Income
      attributable to
      common
      stockholders       5,374                                24,873                           26,823        42,148


     Plus: effect of
      convertible
      securities                                              2,566



     Numerator for
      diluted income
      per common share         $
              5,374                           $
           27,439             $
       26,823  $
       42,148





     Basic weighted-
      average common
      stock shares
      outstanding       45,709                                45,561                           45,676        45,505


     Add dilutive
      effects of common
      stock equivalents     54                                 6,431                               45            22


     Diluted weighted-
      average common
      stock shares
      outstanding       45,763                                51,992                           45,721        45,527





     Basic Adjusted Net
      Income per common
      share                     $
              0.12                             $
           0.55               $
       0.59    $
       0.93


     Diluted Adjusted
      Net Income per
      common share              $
              0.12                             $
           0.53               $
       0.59    $
       0.93

________________________________________



              (1)              Participating securities include
                                  restricted stock that has been
                                  issued but has not yet 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 September 30, 2018


                                     Refining                            Logistics                Retail

                                                                                                     ---

                  Operating income
                   by segment                    $
        438                                                $
      8,959       $
      10,650


     Depreciation,
      depletion, and
      amortization                      8,336                                             1,654                     1,876


     Inventory
      valuation
      adjustment                        3,944


     Unrealized loss
      (gain) on
      derivatives                       2,858


                  Adjusted EBITDA             $
        15,576                                               $
      10,613       $
      12,526





                                                           Three Months Ended September 30, 2017


                                     Refining                            Logistics                Retail

                                                                                                     ---

                  Operating income
                   by segment                 $
        21,331                                               $
      10,350        $
      7,473


     Depreciation,
      depletion, and
      amortization                      7,390                                             1,602                     1,471


     Inventory
      valuation
      adjustment                        9,423


     Unrealized loss
      (gain) on
      derivatives                     (3,033)


                  Adjusted EBITDA             $
        35,111                                               $
      11,952        $
      8,944





                                                            Nine Months Ended September 30, 2018


                                     Refining                            Logistics                Retail

                                                                                                     ---

                  Operating income
                   (loss) by segment          $
        53,593                                               $
      26,402       $
      24,245


     Depreciation,
      depletion and
      amortization                     24,173                                             4,969                     6,441


     Inventory
      valuation
      adjustment                     (20,034)


     Unrealized loss
      (gain) on
      derivatives                       4,849


                  Adjusted EBITDA             $
        62,581                                               $
      31,371       $
      30,686





                                                            Nine Months Ended September 30, 2017


                                     Refining                            Logistics                Retail

                                                                                                     ---

                  Operating income
                   (loss) by segment          $
        62,389                                               $
      27,186       $
      20,589


     Depreciation,
      depletion and
      amortization                     22,243                                             4,613                     4,377


     Inventory
      valuation
      adjustment                      (1,989)


     Unrealized loss
      (gain) on
      derivatives                          79


     Severance costs                      395


                  Adjusted EBITDA             $
        83,117                                               $
      31,799       $
      24,966

Laramie Energy Adjusted EBITDAX

Adjusted EBITDAX is defined as net income (loss) excluding commodity derivative loss (gain), losses on settled derivative instruments, interest expense, non-cash preferred dividends, depreciation, depletion, amortization, and accretion, exploration and geological and geographical expense, bonus accrual, equity-based compensation expense, loss (gain) on disposal of assets, pipeline (payment) deficiency accrual, and expired acreage (non-cash). We believe Adjusted EBITDAX is a useful supplemental financial measure to evaluate the economic and operational performance of exploration and production companies such as Laramie Energy.

The following table presents a reconciliation of Laramie Energy's Adjusted EBITDAX to the most directly comparable GAAP financial measure, net income (loss) for the periods indicated (in thousands):


                                              Three Months Ended
                                   September 30,


                              2018                            2017



                  Net
                   loss             $
              (151)                      $
       (1,838)


      Commodity
      derivative
      loss
      (gain)                 3,132                                   (945)


     Losses
      on
      settled
      derivative
      instruments              115                                 (1,413)


      Interest
      expense                2,550                                   1,812


     Non-
      cash
      preferred
      dividend               1,198                                   1,065


      Depreciation,
      depletion,
      amortization,
      and
      accretion             21,323                                  12,630


      Exploration
      and
      geological
      and
      geographical
      expense                   46                                      90


     Bonus
      accrual                  828                                     799


     Equity
      based
      compensation
      expense                   71                                   1,669


     Loss
      (gain)
      on
      disposal
      of
      assets                 (801)                                    105


      Pipeline
      (payment)
      deficiency
      accrual


      Expired
      acreage
      (non-
      cash)                    866                                     387



                  Total
                   Adjusted
                   EBITDAX         $
              29,177                        $
       14,361

View original content:http://www.prnewswire.com/news-releases/par-pacific-holdings-reports-third-quarter-2018-results-300745131.html

SOURCE Par Pacific Holdings, Inc.