Par Pacific Holdings Reports First Quarter 2019 Results

HOUSTON, May 7, 2019 /PRNewswire/ -- Par Pacific Holdings, Inc. (NYSE: PARR) ("Par Pacific" or the "Company") today reported its financial results for the quarter ended March 31, 2019.

First Quarter 2019 Highlights

    --  Net Income of $61.1 million, or $1.14 per diluted share
    --  Adjusted Net Income of $6.4 million, or $0.13 per diluted share
    --  Adjusted EBITDA of $47.6 million
    --  Record refining throughput of 162,300 bpd
    --  Record on-island sales of 106,900 bpd in Hawaii

Par Pacific reported net income of $61.1 million, or $1.14 per diluted share, for the quarter ended March 31, 2019, compared to net income of $15.2 million, or $0.33 per diluted share, for the same quarter in 2018. First quarter 2019 net income includes a $65.4 million tax benefit associated with a partial release of our valuation allowance in connection with the U.S. Oil & Refining Co. acquisition. First quarter 2019 Adjusted Net Income was $6.4 million, compared to Adjusted Net Income of $8.2 million in the first quarter of 2018. First quarter 2019 Adjusted EBITDA was $47.6 million, compared to Adjusted EBITDA of $26.1 million in the first quarter of 2018. First quarter 2018 results include $13.2 million of RINs benefit related to the 2017 compliance year. 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.

"Adjusted EBITDA increased by approximately $35 million year over year, when adjusted for last year's RINs benefit, reflecting the combined earnings power of our businesses after our recent acquisitions," said William Pate, Par Pacific's President and Chief Executive Officer. "The high distillate yield of our refining operations permitted us to achieve strong profitability in a weak gasoline crack environment. I would like to congratulate our team on delivering safe and reliable operations at our four refining locations. Market conditions in the second quarter have improved substantially, boosting our positive view of our earnings per share growth and free cash flow generation for the remainder of the year."

Refining

The Refining segment reported operating income of $14.4 million in the first quarter of 2019, compared to operating income of $26.1 million in the first quarter of 2018. Adjusted Gross Margin for the Refining segment was $85.7 million in the first quarter of 2019, compared to $56.4 million in the first quarter of 2018.

Refining Adjusted EBITDA was $30.4 million in the first quarter of 2019, compared to Refining Adjusted EBITDA of $19.0 million in the first quarter of 2018.

Hawaii Refinery

The 4-1-2-1 Singapore Crack Spread was $6.88 per barrel in the first quarter of 2019, compared to $6.38 per barrel in the first quarter of 2018. The Hawaii refinery's throughput in the first quarter of 2019, across our two locations, was 113 thousand barrels per day (Mbpd). This compares to throughput of 76 Mbpd for the same quarter in 2018. Production costs were $2.81 per throughput barrel in the first quarter of 2019, compared to $3.64 per throughput barrel in the same period in 2018. 2019 results include contribution from the crude units purchased from Island Energy Services, which closed on December 19, 2018.

Washington Refinery

Since our acquisition of the Washington refinery on January 11, 2019, the Pacific Northwest 5-2-2-1 Index averaged $11.09/bbl. Throughput from the date of acquisition was 37 Mbpd and production costs were $4.87 per throughput barrel. Adjusted Gross Margin was $8.88 per throughput barrel during this period, calculated using the LIFO basis of inventory accounting, consistent with past practice.

Wyoming Refinery

During the first quarter of 2019, the Wyoming 3-2-1 Index averaged $15.09 per barrel, compared to $15.65 per barrel in the first quarter of 2018. The Wyoming refinery's throughput was 16 Mbpd in the first quarter of 2019. This compares to 17 Mbpd in the first quarter of 2018. Production costs were $7.69 per throughput barrel in the first quarter of 2019, compared to $7.74 per throughput barrel in the same period in 2018. The Wyoming refinery's Adjusted Gross Margin of $14.55 per throughput barrel reflects a positive FIFO impact of approximately $4.8 million, or $3.26 per throughput barrel, in the first quarter of 2019.

Retail

The Retail segment reported operating income of $10.1 million in the first quarter of 2019, compared to $5.7 million in the first quarter of 2018. Adjusted Gross Margin for the Retail segment was $28.5 million in the first quarter of 2019, compared to $19.4 million in the same quarter of 2018. 2018 results incorporate the Northwest Retail acquisition commencing March 23, 2018.

Retail Adjusted EBITDA was $12.4 million in the first quarter of 2019, compared to $7.6 million in the first quarter of 2018. The Retail segment reported sales volumes of 29.7 million gallons in the first quarter of 2019, compared to 22.2 million gallons in the same quarter of 2018.

Logistics

The Logistics segment reported operating income of $12.4 million in the first quarter of 2019, compared to $8.8 million in the first quarter of 2018. Adjusted Gross Margin for the Logistics segment was $18.7 million in the first quarter of 2019, compared to $12.3 million in the same quarter of 2018.

Logistics Adjusted EBITDA was $16.3 million in the first quarter of 2019, compared to $10.4 million in the first quarter of 2018. 2019 results include contribution from the U.S. Oil & Refining Co. acquisition commencing January 11, 2019, which largely accounts for the year over year growth.

Laramie Energy

Equity earnings from Laramie in the first quarter of 2019 were $0.3 million, compared to $5.6 million in the first quarter of 2018. Equity losses from Laramie, excluding Par Pacific's share of unrealized derivatives, were $0.9 million in 2019, compared to earnings of $3.6 million in 2018. Laramie's total net loss was $3.0 million in the first quarter of 2019, compared to net income of $7.3 million in the first quarter of 2018. Laramie's total Adjusted EBITDAX was $20.2 million in the first quarter of 2019, compared to $19.8 million in the first quarter of 2018.

Liquidity

Net cash used in operations totaled $56.8 million for the three months ended March 31, 2019, compared to net cash provided from operations of $12.6 million during the three months ended March 31, 2018. Cash used in operations in the first quarter of 2019 was driven by working capital, much of which was reversed in April. At March 31, 2019, Par Pacific's cash balance totaled $60.3 million, long-term debt totaled $676.8 million, and total liquidity was $126.4 million.

Conference Call Information

A conference call is scheduled for Wednesday, May 8, 2019 at 1:00 p.m. Central Time (2:00 p.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 May 15, 2019 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 13689016#.

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 148,000-bpd of combined refining capacity, 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 60,000-bpd of combined refining capacity, related multimodal logistics systems, 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 and free cash flow; anticipated retail sales volumes and on-island sales; the anticipated financial and operational results of Laramie Energy, LLC; the amount of our discounted net cash flows and the impact of our NOL carryforwards thereon; our ability to identify, acquire and 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; anticipated synergies and other benefits of the Island Energy Services transaction and the U.S. Oil & Refining Co. transaction; the anticipated financial and operating results of the assets acquired in the Island Energy Services transaction and the U.S. Oil & Refining Co. transaction and their effect on Par Pacific's cash flows and profitability (including free cash flow and 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
                                                                       March 31,


                                                        2019                               2018

                                                                                           ---


     
              Revenues                                      $
            1,191,335                        $
        765,439



     
              Operating expenses


      Cost of revenues (excluding
       depreciation)                               1,060,732                                      661,899


      Operating expense (excluding
       depreciation)                                  73,674                                       51,010


      Depreciation, depletion, and
       amortization                                   20,957                                       13,037


      General and administrative
       expense (excluding
       depreciation)                                  11,665                                       11,205


      Acquisition and integration
       costs                                           2,884                                          632



                 Total operating expenses          1,169,912                                      737,783



                 Operating income                     21,423                                       27,656



     
              Other income (expense)


      Interest expense and financing
       costs, net                                   (18,710)                                     (8,377)


      Debt extinguishment and
       commitment costs                              (5,496)



     Other income, net                                   87                                          119


      Change in value of common stock
       warrants                                      (1,282)                                         745


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


      Equity earnings from Laramie
       Energy, LLC                                       301                                        5,576



                 Total other income (expense),
                  net                               (25,100)                                    (12,437)



                 Income (loss) before income
                  taxes                              (3,677)                                      15,219


      Income tax benefit (expense)                    64,769                                         (34)




     
              Net income                                       $
            61,092                         $
        15,185





                 Weighted-average shares outstanding



     Basic                                           49,127                                       45,634



     Diluted                                         55,550                                       45,677





     
              Income per share



     Basic                                                         $
            1.23                           $
        0.33



     Diluted                                                       $
            1.14                           $
        0.33



     
                Balance Sheet Data



     
                (Unaudited)



     
                (in thousands)




                                      March 31, 2019                   December 31, 2018

                                                                ---

                   Balance Sheet Data


      Cash and
       cash
       equivalents                                   $
     60,297                         $
     75,076


      Working
       capital
       (1)                                 (87,297)            4,348


      Debt,
       including
       current
       portion                               676,829           392,640


      Total
       stockholders'
       equity                                611,202           512,329




              (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
                                                                       March 31,


                                                          2019 (1)                               2018 (1)

                                                                                                      ---

                   Total Refining Segment


      Feedstocks
       Throughput (Mbpd)
       (2)                                                  162.3                                          92.7


      Refined product
       sales volume (Mbpd)
       (2)                                                  166.0                                         102.3




                   Hawaii Refinery


      Feedstocks
       Throughput (Mbpd)                                     113.0                                          76.2



     Source of Crude Oil:


      North America                                           35.0                                          39.7
                                                                 %                                            %



     Asia                                                    20.6                                           6.7
                                                                 %                                            %



     Africa                                                  34.1                                          39.9
                                                                 %                                            %


      Latin America                                           10.3
                                                                 %                                                   %


      Middle East                                                -             %                           13.7
                                                                                                              %



     Total                                                  100.0                                         100.0
                                                                 %                                            %

                                                                                                                   ===



      Yield (% of total throughput)


      Gasoline and
       gasoline                                                  %                                            %
       blendstocks                                            22.8                                          28.2


      Distillate                                              42.5                                          47.2
                                                                 %                                            %



     Fuel oils                                               29.0                                          16.3
                                                                 %                                            %


      Other products                                           2.1                                           5.2
                                                                 %                                            %

                                                                                                                   ---

      Total yield                                             96.4                                          96.9
                                                                 %                                            %

                                                                                                                   ===



      Refined product sales volume (Mbpd)


      On-island sales
       volume                                                106.9                                          69.4


      Exports sale volume                                      5.7                                          14.6



      Total refined
       product sales
       volume                                                112.6                                          84.0





      Adjusted Gross
       Margin per bbl
       ($/throughput bbl)
       (3)                                                          $
              3.74                                     $
       5.20


      Production costs per
       bbl ($/throughput
       bbl) (4)                                               2.81                                          3.64


      DD&A per bbl
       ($/throughput bbl)                                     0.44                                          0.71




                   Washington Refinery


      Feedstocks
       Throughput (Mbpd)
       (2)                                                   37.2




      Yield (% of total throughput)


      Gasoline and
       gasoline                                                  %
       blendstocks                                            24.2                                                    %


      Distillate                                              36.5
                                                                 %                                                   %



     Asphalt                                                 16.2
                                                                 %                                                   %


      Other products                                          20.7
                                                                 %                                                   %



      Total yield                                             97.6
                                                                 %                                                   %

                                                                                                                   ===



      Refined product
       sales volume (Mbpd)
       (2)                                                   41.0




      Adjusted Gross
       Margin per bbl
       ($/throughput bbl)
       (3)                                                          $
              8.88                             
       $


      Production costs per
       bbl ($/throughput
       bbl) (4)                                               4.87


      DD&A per bbl
       ($/throughput bbl)                                     1.88






                                                                              Three Months Ended
                                                                       March 31,


                                                          2019 (1)                               2018 (1)

                                                                                                      ---

                   Wyoming Refinery


      Feedstocks
       Throughput (Mbpd)                                      16.2                                          16.5




      Yield (% of total throughput)


      Gasoline and
       gasoline                                                  %                                            %
       blendstocks                                            52.8                                          49.9


      Distillate                                              41.9                                          44.8
                                                                 %                                            %



     Fuel oils                                                1.5                                           2.5
                                                                 %                                            %


      Other products                                           0.8                                           0.4
                                                                 %                                            %

                                                                                                                   ---

      Total yield                                             97.0                                          97.6
                                                                 %                                            %

                                                                                                                   ===



      Refined product
       sales volume (Mbpd)                                    17.0                                          18.3




      Adjusted Gross
       Margin per bbl
       ($/throughput bbl)
       (3)                                                         $
              14.55                                    $
       13.96


      Production costs per
       bbl ($/throughput
       bbl) (4)                                               7.69                                          7.74


      DD&A per bbl
       ($/throughput bbl)                                     2.65                                          2.33




                   Market Indices ($ per barrel)


      4-1-2-1 Singapore
       Crack Spread (5)                                              $
              6.88                                     $
       6.38


      Pacific Northwest
       5-2-2-1 Index (6)                                     11.09


      Wyoming 3-2-1 Index
       (7)                                                  15.09                                         15.65





     
                Crude Prices


      Brent crude price                                             $
              63.83                                    $
       67.19


      WTI crude price                                        54.90                                         62.89



     ANS                                                    64.09                                         67.29


      Bakken Clearbrook                                      54.84                                         62.06


      WCS Hardisty                                           44.26                                         36.73


      Brent M1-M3                                             0.07                                          0.71




                   Retail Segment


      Retail sales volumes
       (thousands of
       gallons) (8)                                         29,734                                        22,190




              (1)              Previously
                                  reported
                                  logistics
                                  pipeline
                                  throughput
                                  volumes have been
                                  removed from the
                                  Operating
                                  Statistics table
                                  post-closing of
                                  the Washington
                                  refinery
                                  acquisition as we
                                  have determined
                                  that pipeline
                                  throughput is no
                                  longer a relevant
                                  indicator of
                                  logistics segment
                                  profitability
                                  given the low
                                  weighting of
                                  pipeline
                                  movements at the
                                  Washington
                                  refinery.
                                  Operating income
                                  (loss) per bbl
                                  has also been
                                  removed from the
                                  table because we
                                  do not believe it
                                  to be an
                                  indicative
                                  measure of our
                                  refineries'
                                  profitability.





              (2)              Feedstocks
                                  throughput and
                                  sales volumes per
                                  day for the
                                  Washington
                                  refinery for
                                  three months
                                  ended March 31,
                                  2019 are
                                  calculated based
                                  on the 80-day
                                  period for which
                                  we owned the
                                  Washington
                                  refinery in 2019.
                                  As such, the
                                  amounts for the
                                  total refining
                                  segment represent
                                  the sum of the
                                  Hawaii and
                                  Wyoming
                                  refineries'
                                  throughput or
                                  sales volumes
                                  averaged over the
                                  three months
                                  ended March 31,
                                  2019 plus the
                                  Washington
                                  refinery's
                                  throughput or
                                  sales volumes
                                  averaged over the
                                  period from
                                  January 11, 2019
                                  to March 31,
                                  2019. The 2018
                                  amounts for the
                                  total refining
                                  segment represent
                                  the sum of the
                                  Hawaii and
                                  Wyoming
                                  refineries'
                                  throughput or
                                  sales volumes
                                  averaged over the
                                  three months
                                  ended March 31,
                                  2018.





              (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.
                                  Adjusted Gross
                                  Margin for our
                                  Washington
                                  refinery is
                                  determined under
                                  the last-in,
                                  first-out
                                  ("LIFO")
                                  inventory costing
                                  method. Adjusted
                                  Gross Margin for
                                  our other
                                  refineries is
                                  determined under
                                  the under the
                                  first-in, first-
                                  out ("FIFO")
                                  inventory costing
                                  method.





              (4)              Management uses
                                  production costs
                                  per barrel to
                                  evaluate
                                  performance and
                                  compare
                                  efficiency to
                                  other companies
                                  in the industry.
                                  There is a
                                  variety of ways
                                  to calculate
                                  production costs
                                  per barrel;
                                  different
                                  companies within
                                  the industry
                                  calculate it in
                                  different ways.
                                  We calculate
                                  production costs
                                  per barrel by
                                  dividing all
                                  direct production
                                  costs, which
                                  include the costs
                                  to run the
                                  refinery
                                  including
                                  personnel costs,
                                  repair and
                                  maintenance
                                  costs, insurance,
                                  utilities, and
                                  other
                                  miscellaneous
                                  costs, by total
                                  refining
                                  throughput. Our
                                  production costs
                                  are included in
                                  Operating expense
                                  (excluding
                                  depreciation) on
                                  our condensed
                                  consolidated
                                  statement of
                                  operations, which
                                  also includes
                                  costs related to
                                  our bulk
                                  marketing
                                  operations.





              (5)              The profitability
                                  of our Hawaii
                                  business is
                                  heavily
                                  influenced by
                                  crack spreads in
                                  the Singapore
                                  market. This
                                  market reflects
                                  the closest
                                  liquid market
                                  alternative to
                                  source refined
                                  products for
                                  Hawaii. We
                                  believe the
                                  4-1-2-1 Singapore
                                  crack spread (or
                                  four barrels of
                                  Brent crude oil
                                  converted into
                                  one barrel of
                                  gasoline, two
                                  barrels of
                                  distillate
                                  (diesel and jet
                                  fuel) and one
                                  barrel of fuel
                                  oil) best
                                  reflects a market
                                  indicator for our
                                  Hawaii
                                  operations.





              (6)              We believe the
                                  Pacific Northwest
                                  5-2-2-1 Index
                                  is the best
                                  market indicator
                                  for our
                                  operations in
                                  Tacoma,
                                  Washington. The
                                  Pacific Northwest
                                  5-2-2-1 Index
                                  is computed by
                                  taking two parts
                                  gasoline (sub-
                                  octane), two
                                  parts middle
                                  distillates (ULSD
                                  and jet fuel),
                                  and one part fuel
                                  oil as created
                                  from a barrel of
                                  Alaskan North
                                  Slope crude.





              (7)              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 (ULSD)
                                  as created from
                                  three barrels of
                                  West Texas
                                  Intermediate
                                  Crude Oil
                                  ("WTI"). Pricing
                                  is based 50% on
                                  applicable
                                  product pricing
                                  in Rapid City,
                                  South Dakota, and
                                  50% on applicable
                                  product pricing
                                  in Denver,
                                  Colorado.





              (8)              Retail sales
                                  volumes for the
                                  three months
                                  ended March 31,
                                  2018, include the
                                  9 days of retail
                                  sales volumes
                                  from Northwest
                                  Retail since its
                                  acquisition on
                                  March 23, 2018.
                                  The 2019 amounts
                                  represent the sum
                                  of the Hawaii and
                                  Northwest Retail
                                  sales volumes for
                                  the three months
                                  ended March 31,
                                  2019.

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), impairment expense, inventory valuation adjustments (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 obligations, and purchase price allocation adjustments), depreciation, depletion, and amortization ("DD&A"), RINs loss (gain) in excess of net obligation (see definition below), 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.

Beginning in the fourth quarter of 2018, Adjusted Net Income (loss) excludes RINs losses (gains) recorded in excess of our net RINs obligation ("RINs loss (gain) in excess of net obligation"). Our RINs obligations to comply with Renewable Fuels Standards are recorded as liabilities and measured at fair value as of the end of the reporting period. Our RINs assets, which include RINS purchased in on the open market and RINs generated by blending biofuels as part of our refining process, are stated at the lower of cost or net realizable value (NRV) as of the end of the reporting period. During periods of rising RINs market prices, we recognize unrealized losses associated with the increase in the fair value of our RINs liabilities. We do not adjust the carrying value of our RINs assets because such assets are stated at the lower of cost or NRV under GAAP. This adjustment represents the income statement effect of reflecting our RINs liability on a net basis, as the settlement of any open obligation would first be offset by RINs assets rather than purchasing such RINs obligations at market prices. We have recast the non-GAAP information for the three months ended March 31, 2018 to conform to the current period presentation.

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 agreements 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
                      March 31, 2019    Refining           Logistics           Retail

    ---                                                                    ---

                     Operating income            $
     14,363                            $
      12,419        $
      10,064


        Operating expense
         (excluding
         depreciation)                    55,255                     2,364                       16,055


        Depreciation,
         depletion, and
         amortization                     13,878                     3,896                        2,374


        Inventory valuation
         adjustment                          385


        RINs loss (gain) in
         excess of net
         obligation                      (4,512)


        Unrealized loss
         (gain) on
         derivatives                       6,298



                     Adjusted Gross
                      Margin (1)                 $
     85,667                            $
      18,679        $
      28,493







                     Three months ended
                      March 31, 2018    Refining           Logistics           Retail

    ---                                                                           ---

                     Operating income            $
     26,073                             $
      8,793         $
      5,738


        Operating expense
         (excluding
         depreciation)                    37,349                     1,822                       11,839


        Depreciation,
         depletion, and
         amortization                      8,362                     1,642                        1,868


        Inventory valuation
         adjustment                     (11,887)


        RINs loss (gain) in
         excess of net
         obligation                            -


        Unrealized loss
         (gain) on
         derivatives                     (3,505)


                     Adjusted Gross
                      Margin (1)                 $
     56,392                            $
      12,257        $
      19,445




              (1)              For the three
                                  months ended
                                  March 31, 2019
                                  and 2018, there
                                  was no impairment
                                  expense.

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 costs, unrealized (gains) losses on derivatives, debt extinguishment and commitment costs, release of tax valuation allowance, inventory valuation adjustment, severance costs, impairment expense, (gain) loss on sale of assets and Par's share of Laramie Energy's unrealized loss (gain) on derivatives. Beginning in the fourth quarter of 2018, Adjusted Net Income (Loss) also excludes RINs loss (gain) in excess of net obligation (as defined in the Adjusted Gross Margin section above).

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 (gain) on derivatives.We have recast the non-GAAP information for the three months ended March 31, 2018 to conform to the current period presentation.

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
                                      March 31,


                                   2019                         2018



                  Net
                   income                 $
              61,092                   $
     15,185


      Inventory
      valuation
      adjustment                    385                               (11,887)


     RINs
      loss
      (gain)
      in
      excess
      of net
      obligation                (4,512)


      Unrealized
      loss
      (gain)
      on
      derivatives                 6,342                                (3,505)


      Acquisition
      and
      integration
      costs                       2,884                                    632


     Debt
      extinguishment
      and
      commitment
      costs                       5,496


     Release
      of tax
      valuation
      allowance
      (1)                     (65,351)


     Change
      in
      value
      of
      common
      stock
      warrants                    1,282                                  (745)


     Change
      in
      value
      of
      contingent
      consideration                                                    10,500


     Par's
      share
      of
      Laramie
      Energy's
      unrealized
      loss
      (gain)
      on
      derivatives
      (2)                      (1,231)                               (1,988)


                   Adjusted
                   Net
                   Income
                   (3)           6,387                                  8,192


      Depreciation,
      depletion,
      and
      amortization               20,957                                 13,037


      Interest
      expense
      and
      financing
      costs,
      net                        18,710                                  8,377


     Equity
      losses                unrealized
      (earnings)            loss
      from                  (gain)
      Laramie               on
      Energy,               derivatives
      LLC,
      excluding
      Par's
      share
      of                            930                                (3,588)


     Income
      tax
      expense
      (benefit)                     582                                     34



                   Adjusted
                   EBITDA                 $
              47,566                   $
     26,052




              (1)              Included in Income
                                  tax benefit
                                  (expense) on our
                                  Condensed
                                  Consolidated
                                  Statements of
                                  Operations.





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





              (3)              For the three
                                  months ended
                                  March 31, 2019
                                  and 2018, there
                                  was no severance
                                  costs, 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
                             March 31,


                      2019                          2018



     Adjusted Net
      Income
      (loss)               $
              6,387                     $
      8,192


     Undistributed
      Adjusted Net
      Income
      allocated to
      participating
      securities
      (1)              72                                   103



     Adjusted Net
      Income
      attributable
      to common
      stockholders   6,315                                 8,089


     Plus: effect
      of
      convertible
      securities



     Numerator for
      diluted
      income per
      common share         $
              6,315                     $
      8,089





     Basic
      weighted-
      average
      common stock
      shares
      outstanding   49,127                                45,634


     Add dilutive
      effects of
      common stock
      equivalents       34                                    43


     Diluted
      weighted-
      average
      common stock
      shares
      outstanding   49,161                                45,677





     Basic
      Adjusted Net
      Income
      (loss) per
      common share          $
              0.13                      $
      0.18


     Diluted
      Adjusted Net
      Income
      (loss) per
      common share          $
              0.13                      $
      0.18




              (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 depreciation, depletion, and amortization expense, inventory valuation adjustment, unrealized loss (gain) on derivatives, and severance costs. Beginning in the fourth quarter of 2018, Adjusted EBITDA by segment also excludes RINs loss (gain) in excess of net obligation (as defined in the Adjusted Gross Margin section above). We have recast the non-GAAP information for the three months ended March 31, 2018 to conform to the current period presentation.

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 March 31, 2019


                                   Refining                              Logistics              Retail



                  Operating income
                   by segment                $
        14,363                                               $
       12,419        $
       10,064


     Depreciation,
      depletion, and
      amortization                   13,878                                               3,896                     2,374


     Inventory
      valuation
      adjustment                        385


     RINs loss (gain)
      in excess of net
      obligation                    (4,512)


     Unrealized loss
      (gain) on
      derivatives                     6,298


                  Adjusted EBITDA
                   (1)                      $
        30,412                                               $
       16,315        $
       12,438







                                                
             
      Three Months Ended March 31, 2018


                                   Refining                              Logistics              Retail



                  Operating income
                   by segment                $
        26,073                                                $
       8,793         $
       5,738


     Depreciation,
      depletion, and
      amortization                    8,362                                               1,642                     1,868


     Inventory
      valuation
      adjustment                   (11,887)


     RINs loss (gain)
      in excess of net
      obligation


     Unrealized loss
      (gain) on
      derivatives                   (3,505)


                  Adjusted EBITDA
                   (1)                      $
        19,043                                               $
       10,435         $
       7,606




              (1)              There were no
                                  severance costs
                                  for the three
                                  months ended
                                  March 31, 2019
                                  and 2018.

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 dividend, 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
                                        March 31,


                                2019                             2018



                  Net
                   income
                   (loss)            $
              (2,983)                       $
     7,290


      Commodity
      derivative
      loss
      (gain)                  12,349                                   (4,463)


     Losses
      on
      settled
      derivative
      instruments           (15,024)                                    (145)


      Interest
      expense                  2,991                                     1,985


     Non-
      cash
      preferred
      dividend                 1,244                                     1,105


      Depreciation,
      depletion,
      amortization,
      and
      accretion               21,989                                    15,441


      Exploration
      and
      geological
      and
      geographical
      expense                     63                                        58


     Bonus
      accrual                    738                                   (1,931)


      Equity-
      based
      compensation
      expense                     71                                     1,553


     Loss
      (gain)
      on
      disposal
      of
      assets                    (81)                                      (6)


      Pipeline
      (payment)
      deficiency
      accrual                (1,162)                                  (1,178)


      Expired
      acreage
      (non-
      cash)                       22                                       114



                  Total
                   Adjusted
                   EBITDAX            $
              20,217                       $
     19,825

View original content:http://www.prnewswire.com/news-releases/par-pacific-holdings-reports-first-quarter-2019-results-300845511.html

SOURCE Par Pacific Holdings, Inc.