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Investor Presentation
November 2016
2
Forward-Looking Statements / Disclaimers
The information contained in this presentation has been prepared to assist you in making your own evaluation of the company and does not purport to contain all of the
information you may consider important. Any estimates or projections with respect to future performance have been provided to assist you in your evaluation but
should not be relied upon as an accurate representation of future results. Certain statements, estimates and financial information contained in this presentation
constitute forward-looking statements.
Such forward-looking statements involve known and unknown risks and uncertainties that could cause actual events or results to differ materially from the results
implied or expressed in such forward-looking statements. While presented with numerical specificity, certain forward-looking statements are based (1) upon assumptions
that are inherently subject to significant business, economic, regulatory, environmental, seasonal and competitive uncertainties, contingencies and risks including,
without limitation, our ability to maintain adequate liquidity, to realize the potential benefit of our net operating loss tax carryforwards, to obtain sufficient debt and
equity financings, our capital costs, well production performance, and operating costs, anticipated commodity pricing, differentials or crack spreads, anticipated or
projected pricing information related to oil, NGLs, and natural gas, realize the potential benefits of our supply and offtake agreements, assumptions inherent in a sum-of-
the-parts valuation of our business, our ability to realize the benefit of our investment in Laramie Energy, LLC, assumptions related to our investment in Laramie Energy, LLC,
including completion activity and projected capital contributions, Laramie Energy, LLC’s financial and operational performance and plans for 2016, the potential uplift of an
MLP, our ability to meet environmental and regulatory requirements without additional capital expenditures, anticipated refined product demand and Hawaii petroleum
use, projected Hawaiian air travel, our acquisition integration strategy, including the acquisition of Wyoming Refining Company and assumptions upon which it was based,
anticipated mid-cycle Adjusted EBITDA projections and estimated cost synergies from the acquisition, our ability to increase refinery throughput and profitability, our ability
to evaluate and pursue strategic and growth opportunities, our estimates of 2016 on-island sales volumes, our estimates related to 2016 Adjusted EBITDA and certain other
financial measures, our estimates related to the annual gross margin impact of changes in RINs prices, and other known and unknown risks (all of which are difficult to predict
and many of which are beyond the company's control), some of which are further discussed in the company’s periodic and other filings with the SEC and (2) upon assumptions
with respect to future business decisions that are subject to change.
There can be no assurance that the results implied or expressed in such forward-looking statements or the underlying assumptions will be realized and that actual results of
operations or future events will not be materially different from the results implied or expressed in such forward-looking statements. Under no circumstances should the
inclusion of the forward-looking statements be regarded as a representation, undertaking, warranty or prediction by the company or any other person with respect to the
accuracy thereof or the accuracy of the underlying assumptions, or that the company will achieve or is likely to achieve any particular results. The forward-looking
statements are made as of the date hereof and the company disclaims any intent or obligation to update publicly or to revise any of the forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required by applicable law. Recipients are cautioned that forward-looking statements
are not guarantees of future performance and, accordingly, recipients are expressly cautioned not to put undue reliance on forward-looking statements due to the inherent
uncertainty therein.
This presentation contains non-GAAP financial measures, such as Adjusted EBITDA, Adjusted Net Income (loss), Laramie Energy Adjusted EBITDAX, and PV10/PV20. Please
see the Appendix for the definitions and reconciliations to GAAP of the non-GAAP financial measures that are based on reconcilable historical information.
Cautionary Note
Regarding Hydrocarbon Quantities
The Securities and Exchange Commission (“SEC”) permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable, and possible reserve
estimates. We have provided Laramie Energy, LLC (“Laramie”) internally generated estimates for proved and probable reserve estimates (collectively, “2P”) in this
presentation in accordance with SEC guidelines and definitions. The reserve estimates as of June 30, 2016 included in this presentation have been prepared by Laramie’s
internal reserve engineers and have not been reviewed or audited by Laramie’s independent reserve engineers. Actual quantities that may be ultimately recovered from
Laramie’s interests may differ substantially from the estimates in this presentation. Factors affecting ultimate recovery include the scope of Laramie’s ongoing drilling
program, which is directly affected by commodity prices, the availability of capital, drilling and production costs, the availability of drilling services and equipment, drilling
results, lease expirations, transportation constraints, regulatory approvals and other factors; and actual drilling results, including geological and mechanical factors and
recovery rates.
3
Our Business Platforms
Retail - Distributor and Marketer of Refined Products
Gasoline and diesel distributed through 91 locations across Hawaii
Exclusive provider of 76 and 7-Eleven branded outlets in Hawaii
Launching Hele, a new local brand; 37 retail stations will be rebranded
Competitive Natural Gas Producer – Laramie Energy
Average well cost of approximately $1MM delivering over 1.8 Bcfe EURs
7,500+ drilling locations across 136,000 net acres
Cash operating costs competitive with low cost basins in the U.S.
A
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____________________
(1) As measured by Nelson Complexity rating.
(2) Par Pacific owns 42.3% of Laramie Energy, LLC
Hawaii Refinery
94,000 bpd 5.7 complexity refinery (1)
50% distillate yield configuration
Crudes sourced world-wide
Wyoming Refinery
18,000 bpd 11.0 (1) complexity refinery
95% light products yield
Tailored for Powder River Basin & Bakken
crude
Hawaii
Storage capacity of 5.4 million barrels
with 27-mile pipeline
3 barges deliver products to 8 refined
product terminals
Wyoming
140 miles of crude oil gathering systems
40 miles of refined products pipeline
Approximately 650 Mbls of storage
capacity
Refining
Logistics
Retail
Laramie Energy
4
Growth Opportunity Framework
Tier 1
• Refining
• Marketing
• Midstream & downstream
logistics
Tier 2
• E&P with Laramie tie-in
• Upstream logistics
• Gathering systems
• Gas processing
• Chemical / process businesses
Tier 3
• E&P without Laramie tie-in
• Oilfield services
• Power generation
• Non-oil logistics
Strategic
Factors
Existing
Competencies
NOL
Refining
System
Integration
Hawaii
Wyoming
Laramie
Target acquisitions that generate risk-adjusted returns on capital and are accretive to
sum of the parts valuation of Par Pacific
Refining Segment
6
Refining Unit Capacity (MBPD)
Crude Unit 94
Vacuum Distillation Unit 40
Hydrocracker 18
Catalytic Reformer 13
Visbreaker 11
Hydrogen Plant (MMCFD) 18
Naphtha Hydrotreater 13
Cogeneration Turbine Unit 20 MW
Hawaii Refinery
Asset Highlights
Largest and most complex refinery in Hawaii
Distillate yield configured for Hawaii demand
Asset location and configuration favorably positioned to
benefit from cost-advantaged crude
Anticipated ability to meet environmental and regulatory
requirements without material capital expenditures
Identified opportunities to increase downstream
conversion and complexity
Asset Detail2016 YTD Crude Sourcing (1) 2016 YTD Yield Profile (1)
____________________
(1) Numbers are as of September 30, 2016.
7
Hawaii Refinery Operating Trends
Total Sales VolumeProduction Cost(1) Throughput Volume
Increased refinery throughput generates economies of scale with higher efficiency
and lower production cost
On-island demand and refining margin environment are the primary constraints for
refinery utilization as:
Enhancing on-island sales improves margin from favorable market pricing and
reduced cost of freight
Products export contribution is stronger in favorable market conditions
___________________
(1) Management uses production costs per barrel to evaluate performance and compare efficiency to other companies in the industry. There are a variety of ways to calculate production costs per barrel; different companies within
the industry calculate it in different ways. We calculate production costs per barrel by dividing all direct production costs, which include the costs to run the 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.
(MBbl/d) (MBbl/d)
($ / bbl)
66
75
81
73
80
74
78
54
40
55
70
85
Q4 '14 Q1 '15 Q2 '15 Q3 '15 Q4 '15 Q1 '16 Q2 '16 Q3 '16
68
82
75 74
76
81
70 71
40
55
70
85
Q4 '14 Q1 '15 Q2 '15 Q3 '15 Q4 '15 Q1 '16 Q2 '16 Q3 '16
$5.41
$3.88
$2.94
$3.90
$3.51
$3.74
$3.15
$5.42
0.00
1.50
3.00
4.50
$6.00
Q4 '14Q1 '15Q2 '15Q3 '15Q4 '15Q1 '16Q2 '16Q3 '16
8
-2
0
2
4
6
8
10
$12
3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16
Mid Pacific Crack Spread and Differential
____________________
(1) Company calculation based on a rolling five-year average for the 4-1-2-1 Mid Pacific Crack Spread plus Mid Pacific Crude Differential
Mid Pacific Crude Differential is calculated as follows: Weighted average differentials, excluding shipping costs, of a blend of crudes with an API of 31.98 and sulphur wt% of 0.65% that is indicative of our typical crude mix
quality.
Mid Pacific 4.1.2.1 Crack Spread is calculated as follows: Singapore Daily: computed by taking 1 part gasoline (RON 92), 2 parts middle distillates (Sing Jet & Sing Gasoil), and 1 part fuel oil (Sing 180) as created from four
barrels of Brent Crude. San Francisco Daily: computed by taking 1 part gasoline (SF Reg Unl), 2 parts middle distillates (SF Jet 54 & SF ULSD), and 1 part fuel oil (SF 180 Waterborne) as created from four barrels of Brent Crude.
Daily: computed using a weighted average of 80% Singapore and 20% San Francisco. Month (CMA): computed using all available pricing days for each marker. Quarter/Year: computed using calendar day weighted CMAs for
each marker.
Combined Mid
Cycle(1)
$8.32
Mid Pacific Crude Blend
4-1-2-1 Mid Pacific Crack Spread 80% Singapore, 20% San Francisco
9
Leader in Niche Hawaiian Market
Hawaii Air Travel(2)
____________________
(1) Source: DBEDT; EIA, including military demand per Par Pacific internal estimates.
(2) Source: Number of visitors per DBEDT.
(3) Year to date through September 30, 2016.
Hawaii Refined Product Demand(1) Hawaii Refinery Yield
2016 YTD(3)2015
Shortage of available distillate capacity in Hawaii Ability to reconfigure yield based on product demand
Air travel to and from Hawaii projected to continue to grow Fuel oil utilized for ~70% of electricity generation
(In Thousands)
Hawaii Petroleum Use(1)
Electricity
Production
Commercial
Aviation
Marine
Transport
Military Use
Other
28%
28%
27%
6%
8%
3%
Ground
Transportation
MBbl/d
60 59
72
50
0
8
16
24
32
40
48
56
64
72
80
Other Products Distillate
Total Production
Total Demand
Gasoline
Distillate
Fuel oils
Other
products44%
23%
6%
27%
7,500
7,800
8,100
8,400
8,700
9,000
9,300
2014 2015 2016E 2017E 2018E 2019E
10
Wyoming Refinery
Refinery Operations
Product Profile(1)Refinery Asset Detail
Refining Unit Capacity (MBPD)
Crude Unit 18
Residual Fluid Catalytic Cracker 7
Catalytic Reformer 3
Alkylation 1
Naphtha Hydrotreater 3
Diesel Hydrotreater 6
Isomerization 4
Refinery located in Newcastle, Wyoming
Complex refinery with an estimated Nelson Complexity
Index of 11.0
Increased processing capacity from 14,000 bpd to 18,000
bpd
Completed isomerization project in the second half of 2016
to drive additional value
Attractive light products yield over 95%
Over $95MM in capital invested by prior owners over the last four years
to modernize, expand, and upgrade operations
____________________
(1) Figures represent two year average from 2014 to year end 2015.
11
$4
$9
$14
$19
$24
$29
$34
1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16
Wyoming Crack Spread
____________________
(1) Company calculation based on a rolling two years and nine month average.
Wyoming 3-2-1 Index is calculated as follows:
Rapid City Daily: Computed by taking 2 part gasoline and 1 part distillate (ULSD) as created from a barrel of West Texas Intermediate Crude.
Denver Daily: Computed by taking 2 part gasoline and 1 part distillate (ULSD) as created from a barrel 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.
Daily: computed using a weighted average of 50% Rapid City and 50% Denver.
Mid Cycle(1)
$21.13
Logistics Segment
13
30,000 Bbls
185,000 Bbls
138,000 Bbls
135,000 Bbls
12,000 Bbls
Hawaiian Assets MapAsset Highlights
Hawaii Logistics
Integrated system enhances flexibility and profitability
Difficult to replicate asset base
Multiple advantages from single point mooring
Increased safety and flexibility
Enhanced distribution capability
Additional uptime from wind and sea conditions
Latin America
South America
North America
Middle East
Africa
Asia
Logistics network represents a critical
component of Hawaii operations
Asset Detail
Number of Terminals 8
Crude Storage Capacity (MMBbls) 2.4
Other Storage Capacity (MMBbls) 3.0
Number of Barges 3
Miles of Pipeline 27
____________________
(1) Figures represent offsite storage amounts.
(1)
Refinery
Terminal Crude Inflows
Crude Refined Products
Outflows
14
Wyoming Logistics
Logistics Assets
140-mile crude oil pipeline gathering system
providing direct access to Powder River Basin crude
Directly connected to the Butte pipeline, allowing
for Bakken crude access
40-mile products pipeline feeds into the Magellan
Products Line en route to Rapid City, South Dakota
Jet fuel terminal in Rapid City and pipeline
connecting to the Ellsworth Air Force Base
650 MBbls of crude and refined product tankage
with expansion opportunities identified
Truck racks and a loading facility at the refinery
Well-positioned to benefit from regional development
Crude Inflows
Refined Products Outflows
Retail Segment
16
Retail
Asset Highlights
Extensive footprint across five islands in Hawaii
Mid Pac acquisition significantly expanded scale and
operating capabilities
Anticipated continued volume growth from increased
retail and distribution network
Several identified opportunities to enhance profitability
through continued integration and asset optimization
Asset Details
Retail Segment 91 locations
Fuel Sales (LTM 9/30/16) 91 MM gallons
Company Operated
38Convenience Stores
Fee-Owned Sites 22
Laramie Energy
18
Further reduced drilling and completion costs by
$0.1MM to $0.9MM per well
Per unit development costs of $0.50 / Mcfe based on
drilling and completion costs of approximately $0.9MM
and average EURs over 1.8 Bcfe
March 2016 acquisition led to a substantial reduction in
operating costs
Experienced management team with a 99% drilling
success rate in the Piceance Basin
Over 7,500 Williams Fork drilling locations across
147,000 net acres, 95% held by production
Wet gas production and processing contracts provide
exposure to improving NGL markets
Modest leverage and no near-term debt maturities
Majority of existing gas production hedged through
December 2018. See Appendix for details
Asset Highlights
Laramie Energy
Mid Year Reserve Update
____________________
(1) Laramie Debt is non-recourse to Par Pacific and solely guaranteed by a Par Pacific subsidiary that owns Laramie Energy.
(2) Pro forma for small bolt-on acquisition completed during 3Q 2016.
(3) Calculated by dividing the implied 100% Laramie enterprise value based on Par Pacific Holdings’ carrying value by the 2016 mid-point exit production.
(4) See Appendix for Non-GAAP reconciliation of Laramie Adjusted EBITDAX to the most directly comparable GAAP financial measure.
Key Statistics
Capital Structure at 9/30/16
Laramie Debt Balance ($MM) (1) 114$
Laramie Preferred Stock ($MM) 30$
Laramie Book Equity ($MM) 442$
2016 Year End Exit Mid-point (MMCFED) 145
Gas % 82%
Liquids % 18%
Approximate Net Acres (2) 147,000
Number of Undeveloped Mesa Verde Locations 8,000+
Par Pacific Holdings ownership 42.3%
Par Pacific Holdings carrying value for 42.3% stake ($MM) 116$
Implied 100% Laramie enterprise value based on Par Pacific Holdings carrying value ($MM) 418$
Implied value per flowing MMCFED based on 2016 mid-point exit production ($) (3) 2,881$
Q3 2016 Laramie Adjusted EBITDAX ($M) (4) 10,259$
19
Anticipate completing majority of 41 uncompleted
well inventory with an average net revenue interest of
93% per well
Continue to drive cost improvements
One rig program commencing in fourth quarter
Evaluate adding additional rigs during 1Q 2017
Development Activity
Laramie Energy
____________________
Note: Figures may not sum to total due to rounding.
(1) Figures for 100% of Laramie Energy. Assumes modest completion activity of $10-20MM in the second half of 2016.
Production Profile(1)
(MMcfe/d)
Drivers of Cost Reduction Unit Costs
G&A spread over a larger base of production
Aggressive field cost management
Benefit from water infrastructure investment
Optimization of available gathering, processing, and
transportation (“GPT”) infrastructure
Financial Overview
21
____________________
Note: Adjusted EBITDA is a non-GAAP financial measure. See the Appendix for a reconciliation to the most directly comparable GAAP financial measure.
Par Pacific Adjusted EBITDA
22
Capitalization Profile
___________________
(1) Deferred financing costs were previously reported as an asset. However, beginning in 2015 we reported deferred financing costs as a reduction of debt due to a change in GAAP.
No material maturities until 2018
1
As of
($ in millions) 10/28/2016
Cash & Cash Equivalents (as of 10/28/2016) $51
Debt
Term Loan 59
Hawaii Retail Credit Facilities 100
5% Convertible Senior Notes due 2021 115
Wyoming Refining Senior Secured Term Loan 56
Wyoming Refining Senior Secured Revolver 15
Par Wyoming Holdings Term Loan 65
Total Debt 409
Equity:
Book Value of Equity $352
Total Shareholders Equity $352
Total Capitalization $761
23
Net Operating Loss Carryforward
Differentiated Asset
Relative to Peers
Potential to Enhance
Cash Flow with Growth
Provides a Competitive Advantage
for Growth Opportunities
$1.4 billion NOL generates potentially significant value for Par Pacific
Selected Benefits Illustrative Value to Par
($ in millions)
8.0% 10.0% 12.0%
$25 $98 $84 $73
$50 $197 $168 $146
$75 $256 $226 $201
Discount Rate
A
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al
P
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-T
ax
E
ar
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in
gs
(1)
____________________
(1) Assumes $1.4 billion NOL and 35% tax rate.
24
Par Pacific Summary
Enterprise Value (2)Key Statistics
____________________
(1) Represents Par Pacific’s 42.3% share of Laramie Energy. Calculated based on midpoint of 2016E production.
(2) Closing stock price and 45,506,173 shares of common stock outstanding as of October 28, 2016. Debt & cash amounts are as of October 28, 2016.
(3) Numbers may not add due to rounding.
Total Adjusted EBITDA includes losses of $6 million related to Texadian
operations that have been significantly wound down in 2016, and $3.7
million for entry into a settlement agreement to satisfy certain obligations
related to the Point Arguello Unit offshore California.
Net Operating Loss (NOL) Carryforwards
NOL Gross Balance $1,457
Closing Share Price $13.38
Shares Outstanding 45.5
Market Capitalization $609
Principal Amount of Debt 409
Cash (51)
Net Debt 358
Total Enterprise Value $967
Laramie Energy (Par Pacific Holdings investment)
Investment Book Value $116
2016 mid point exit production (MMcfe/d) (1) 61
($ in millions, except per share data)
Adjusted EBITDA LTM Sept. '16
Refining $18
Logistics $23
Retail $30
Corporate & Other ($51)
Total Adjusted EBITDA (3) $20
Appendix
26
Laramie Energy Hedging Program
2H 2016 2017 2018
NYMEX Fixed Price Swap
Hedged Volume (Mcf/day) 92,169 83,240 75,072
Average Floor Price ($/Mcf) $2.605 $2.605 $2.605
CIG Basis Swap
Volume Hedged (Mcf/day) 92,169 83,240 75,072
Average CIG Differential to NYMEX ($0.272) ($0.267) ($0.259)
NGL Hedges
Propane (gal/day) 37,000 -- --
Propane ($/gal) $0.465
Pentane (gal/day) 11,500 -- --
Pentane Floor Price ($/gal) $0.850 -- --
27
Estimated Reserves and PV10 Summary – 100% of Laramie Energy
Laramie Energy Reserves Update
____________________
Note: Par Pacific Holdings owns 42.3% of Laramie Energy, LLC
(1) NGLs and Oil converted to gas based on 6:1 ratio
(2) Based on NYMEX strip pricing as of June 30, 2016 held flat after five years also adjusted for CIG basis of ($0.24). See “Non-GAAP PV10 and PV20 Disclosure” for additional discussion.
(3) Based on SEC pricing as of June 30, 2016. See “Non-GAAP PV10 and PV20 Disclosure” for additional discussion.
Pricing Summary
Weighted Average Pricing 6/30/16 SEC
Pricing
6/30/16 NYMEX
Strip Pricing
WTI Oil Price ($/Bbl) $43.18 $55.62
NYMEX Gas ($/MMBTU) $2.33 $3.15
Natural Gas Liquids ($/Bbl) $10.90 $15.07
Assumed Strip Pricing NYMEX Gas ($/MMBTU) Condensate ($/BBL)
Average Annual Price YE15 NYMEX
6/30/16
NYMEX YE15 NYMEX
6/30/16
NYMEX
2016 $2.49 $3.02 $40.45 $49.45
2017 $2.79 $3.18 $46.06 $52.17
2018 $2.91 $3.02 $49.36 $53.69
2019 $3.03 $3.00 $51.96 $54.60
2020 $3.18 $3.06 $53.64 $55.43
Thereafter $3.18 $3.19 $53.64 $56.22
NYMEX 6/30/16 Price Deck and Parameters
GAS OIL NGL'S Total PV10 (2) PV20 (2)
(BCF) (MMBO) (MMBO) (Bcfe) (1) ( $ MM) ( $ MM)
PDP 357 1 10 421 307$ 217$
PDBP / PDNP 89 0 3 107 67$ 39$
PUD 471 2 13 559 173$ 47$
Total Proved (1P) 916 3 25 1,087 546$ 304$
Probable 5,946 20 174 7,111 1,691$ 400$
Total Proved + Probable (2P) 6,862 24 199 8,198 2,237$ 704$
SEC Price Deck and Parameters
GAS OIL NGL Total PV10 PV20
(BCF) (MMBO) (MMBO) (Bcfe) (1) ( $ MM) ( $ MM)
PDP 295 1 8 351 144$ 107$
PDBP / PDNP 77 0 2 93 26$ 14$
PUD 69 0 2 85 5$ (7)$
Total Proved (1P) 442 1 13 529 176$ 114$
28
MESA
RIO BLANCOI I I
GARFIELDIII
Collbranll rollb anllll rro lb anlo lb an
De Beque e eque e eque e eque
SiltiltilililttilililRiflei lfi lei li lffi lei li le
New Castle lte as le l ltte as le le as le
Battlement Mesal tt ta le en esal l tt ttt ta le en esal a le en esa
Palisadelialisadelilialisadelialisade
Cliftonliftli onliliftftlili onli
Fruitvalei lr tF ui valei li lr tr tF ui valei lF ui vale
Redlandsledlandslledlandsledlands
Rangelylangelyllangelylangely
Meekerreekerreekeeeke
Fruitair tF ui aiir tr tF ui aiF ui a
Laramie Energy Acreage
Adams
Elbert
Lake
Eagle
Pitkin
Weld
Jackson
Garfield
Rio Blanco
Costilla
Las Animas
Moffat
Routt
Lincoln
Washington
Kiowa
BentOtero
PuebloCuster
HuerfanoAlamosa
Rio Grande
Hinsdale
Ouray
San Juan
San Miguel
La Plata
Dolores
Montezuma
Montrose
Delta
Chaffee
Gunnison
Mesa
Nebraskareb askarreb askaeb aska
New Mexico ie exico i ie exico ie exico
Wyomingiyo ingiiyo ingiyo ing
Coloradol rolo adoll rrolo adololo ado
Utahtahttahah
Denver
Cheyenne
Arapahoe
Archuleta
Baca
Boulder
Cheyenne
Conejos
Crowley
El Paso
Fremont
Grand
Kit Carson
Larimer
Logan
Mineral
Morgan
Park
Phill ips
Prowers
Saguache
Sedgwick
Teller
Yuma
Colorado
All of Laramie's acreage is located in Rio Blanco,
Garfield and Mesa Counties, Colorado
North Area - Rio Blanco County
Central Area - Garfield County
South Area - Collbran, Mesa County
Over 23,000 net mineral acres
Over 26,000 fee surface acres
Laramie’s
Core
Acreage
North Central SouthLease Acreage:
70
70
Garfield Mesa Rio Blanco
Net Co. Net Net Co. Net Net Co. Net %
2016 280 280 1,553 1,547 0 0 1.3%
2017 242 242 2,115 2,115 0 0 1.7%
2018 0 0 0 0 480 480 0.4%
2019 0 0 3 3 2,286 457 0.3%
2020 3,712 742 97 97 80 16 0.6%
Totals 4,234 1,264 3,768 3,762 2,846 953 4.4%
Acreage Expiration Summary
29
Capitalization Detail
($ in millions)
Facility Borrower
Principal Amount
Outstanding
(10/28/2016)
Undrawn
Amount Amortization Maturity Interest Rate
Term Loan Par $58.6 - NA 7/11/2018 10.00% (12.00% PIK)
Hawaii Retail Credit Facilities Retail $99.7 - 10-Year 12/17/2022 L + 3.00%
Retail Revolver Retail $0.0 $5.0 NA 12/17/2020 L + 3.00%
5% Convertible Senior Notes due 2021 Par $115.0 - NA 6/21/2021 5.00%
Wyoming Refining Senior Secured Term Loan WRC $55.7 - NA 4/30/2018 L + 3.00%
Wyoming Refining Senior Secured Revolver WRC $14.7 $15.2 NA 4/30/2018 L + 2.25%
Par Wyoming Holdings Term Loan Par Wyoming $65.0 - NA 7/14/2021 L + 9.5% (L + 13% PIK)
30
Maturity Profile
($ in millions)
31
Annual Gross Margin Impact of $0.1/gallon Change In RIN Price
$0.09
$0.34
$0.12
$0.19
$0.06 $0.06
$0.19
$0.07
$0.09 $0.09
$0.00/Bbl
$0.05/Bbl
$0.10/Bbl
$0.15/Bbl
$0.20/Bbl
$0.25/Bbl
$0.30/Bbl
$0.35/Bbl
$0.40/Bbl
ALJ CVRR DK HFC MPC PARR PBF TSO VLO WNR
Annual Gross Margin Impact per Barrel
$0.1/gallon change in RIN price
Source: Barclay's U.S. Independent Refiners RIN Report & Company data
32
Non-GAAP Financial Measures
Consolidated Adjusted EBITDA and Adjusted Net Income (Loss) Reconciliation(1)
(in thousands)
_____________________________________________
(1) We believe Adjusted Net Income (Loss) and Adjusted EBITDA are useful supplemental financial measures that allow investors to assess: (1) The financial performance of our
assets without regard to financing methods, capital structure or historical cost basis. (2) The ability of our assets to generate cash to pay interest on our indebtedness, and (3)
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.
Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
Net income (loss) $31,660 $462 $11,723 $14,740 (66,836)$ (18,673)$ (13,088)$ (27,761)$
Adjustments to Net income (loss):
Unrealized loss (gain) on derivatives (698) 2,406 (1,980) 4,360 6,110 992 (8,406) 1,117
Acquisition and integration expense 2,561 1,061 470 280 195 671 845 2,047
- - (18,585) 295 1,531 - (8,573) -
Loss on termination of financing agreements 1,788 - 19,229 - 440 - - -
Change in value of common stock warrants (315) 5,022 (3,313) 1,023 932 (1,644) (1,176) (657)
Change in value of contingent consideration 2,909 4,929 9,495 4,255 (229) (6,176) (3,552) (1,025)
Inventory valuation adjustment 2,444 (2,179) 44 (10,762) 19,586 18,322 (1,059) 7,324
Impairment expense - - - 9,639 - - - -
Adjusted Net Income (loss) $40,349 $11,701 $17,083 $23,830 ($38,271) ($6,508) ($35,009) ($18,955)
Depreciation, depletion and amortization 4,628 3,251 5,005 4,596 7,066 5,095 5,100 9,643
Interest expense and financing costs, net 4,015 5,557 5,825 4,387 4,387 4,613 6,106 11,232
Equity losses (earnings) from Laramie Energy, LLC (1,475) 1,826 2,950 1,355 49,852 1,871 16,948 (3,659)
Income tax expense (benefit) (342) 65 (22) 174 (246) 336 89 30
Adjusted EBITDA $47,175 $22,400 $30,841 $34,342 $22,788 $5,407 ($6,766) ($1,709)
2014 2015
Release of tax valuation allowance
2016
33
Non-GAAP Financial Measures
Consolidated Adjusted EBITDA Reconciliation (1)
For the twelve months ended September 30, 2016
(in thousands)
_____________________________________________
(1) Refer to description of Adjusted Net Income (Loss) and Adjusted EBITDA on the previous slide.
Net loss (126,358)$
Adjustments to Net loss:
Unrealized gain on derivatives (187)
Acquisition and integration expense 3,758
(7,042)
Loss on termination of financing agreements 440
Change in value of common stock warrants (2,545)
Change in value of contingent consideration (10,982)
Inventory valuation adjustment 44,173
Adjusted Net Income (loss) (98,743)$
Depreciation, depletion and amortization 26,904
Interest expense and financing costs, net 26,338
Equity losses from Laramie Energy, LLC 65,012
Income tax expense 209
Adjusted EBITDA $19,720
Release of tax valuation allowance
34
Non-GAAP Financial Measures
Adjusted EBITDA by Segment Reconciliation(1)
(in thousands)
Refining Retail Logistics
Corporate,
Texadian and
Other
Operating income (loss) (41,656)$ 22,835$ 18,552$ (54,658)$
Depreciation, depletion and amortization 13,715 6,676 3,966 2,548
Unrealized loss (gain) on derivatives (757) - - 570
Inventory valuation adjustment 47,108 - - (2,937)
Acquisition and Integration expense - - - 3,758
Adjusted EBITDA 18,410$ 29,511$ 22,518$ (50,719)$
Twelve months ended September 30, 2016
_____________________________________________
(1) Adjusted EBITDA by segment is defined as operating income (loss) by segment excluding unrealized (gains) losses on derivatives, inventory valuation adjustment,
acquisition and integration expense, 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. Adjusted
EBITDA by segment presented by other companies may not be comparable to our presentation as other companies may define these terms differently.
35
Laramie Energy Adjusted EBITDAX
(in thousands)
Note: We believe Laramie’s Adjusted EBITDAX is a useful supplemental financial measure because it allows investors to more effectively evaluate Laramie’s operating
performance as compared other companies without regard to financing methods and capital structure. Adjusted EBITDAX is also a material component used in
measuring compliance with the covenants contained in Laramie’s existing credit agreement. Laramie excludes the items listed above from net income (loss) in arriving at
Adjusted EBITDAX because these amounts can vary substantially from company to company within the oil and gas industry depending upon, among other things,
accounting methods and capital structures. Adjusted EBITDAX excludes the effect of bonus accrual, equity-based compensation expense, and abandoned property and
expired lease expense and therefore differs from Non-GAAP financial measures used by Par that do not exclude the effects of these items. Adjusted EBITDAX should not
be considered in isolation or as a substitute for operating income (loss), net income (loss), or other income or cash flow statement data prepared in accordance with
GAAP. Adjusted EBITDAX presented by other companies may not be comparable to Laramie’s presentation as other companies may define terms differently.
Three months ended
September 30,
2016
Net (loss) income 5,057
-
Commodity derivative gains (11,743)
-
Gains (losses) on settled derivative instruments (923)
-
Interest expense 1,017
-
Non-cash preferred dividend 946
-
Depreciation, depletion, amortization, and accretion 13,986
-
Exploration expense 28
-
Bonus accrual 663
-
Equity based compensation expense 1,605
-
Disposal of assets gain (375)
Total Adjusted EBITDAX 10,259
36
Non-GAAP PV10 and PV-20 Disclosure
Non-GAAP PV10 and PV20 Disclosure
PV10 and PV20 are considered non-GAAP financial measures under SEC regulations because they do not include the effects of
future income taxes, as is required in computing the standardized measure of discounted future net cash flows. However, our
PV10/PV20 and our standardized measure of discounted future net cash flows are equivalent as we do not project to be taxable
or pay cash income taxes based on our available tax assets and additional tax assets generated in the development of reserves
because the tax basis of our oil and gas properties and NOL carryforwards exceeds the amount of discounted future net
earnings. PV10/PV20 should not be considered a substitute for, or superior to, measures prepared in accordance with U.S.
generally accepted accounting principles. We believe that PV10 and PV20 are important measures that can be used to evaluate
the relative significance of our natural gas and oil properties to other companies and that PV10 and PV20 are widely used by
securities analysts and investors when evaluating oil and gas companies. PV10 and PV20 computed on the same basis as the
standardized measure of discounted future net cash flows but without deducting income taxes.