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8-K - 8-K - PAR PACIFIC HOLDINGS, INC. | a2018-3x26investorpresenta.htm |
Investor Presentation
March 2018
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 2018, the potential uplift of an
MLP, our ability to meet environmental and regulatory requirements, our ability to increase refinery throughput and profitability, estimated production, our ability to
evaluate and pursue strategic and growth opportunities, our estimates of 2018 Adjusted EBITDA, estimates regarding our anticipated diesel hydrotreater project, including
costs, timing, and benefits, anticipated retail store openings in 2018, anticipated throughput, production costs, and on-island sales expectations in Hawaii, anticipated
throughput and distillate yield expectations in Wyoming, our estimates related to the annual gross margin impact of changes in RINs prices, the ability of our refinery in
Wyoming to provide supply in the Pacific Northwest region, and estimates regarding the CHS Inc. retail asset acquisition, including anticipated synergies and other benefits
related to the acquisition, and anticipated financial and operating results of the acquired assets and their effect on the company’s earnings profile, cash flows and
profitability (including Adjusted EBITDA, free cash flow and Adjusted earnings per share), as well as plans for financing the proposed acquisition, the conditions to the closing
of the acquisition and the possibility that the acquisition may not close, 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), and Laramie Energy Adjusted EBITDAX. 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 2P reserve estimates as of December 31, 2017 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
Gasoline and diesel marketed through 91 locations in Hawaii and 33 locations in Idaho and Washington
Exclusive provider of “76” branded outlets in Hawaii
Completed launch of Hele, a local fuel brand in Hawaii
Laramie Energy: A Competitive Natural Gas Producer (2)
Deep inventory of economic drilling locations
Cash operating costs competitive with low cost basins in the U.S.
Access to takeaway capacity to multiple end markets
____________________
(1) As measured by Nelson Complexity rating.
(2) Par Pacific ownership of Laramie Energy decreased from 42.3% to 39.1% upon the closing of a small, in-basin acquisition on 2/28/2018.
Hawaii Refinery
94,000 bpd 5.0 complexity refinery (1)
50% distillate yield configuration
Crudes sourced globally
Wyoming Refinery
18,000 bpd 10.7 complexity refinery (1)
95% light products yield
Tailored for Powder River Basin & Bakken crude
Hawaii Logistics
Storage capacity of 5.4 million barrels with
27 mile pipeline
3 barges deliver products to 8 refined
product terminals
Wyoming Logistics
140 miles of crude oil gathering systems
40 miles of refined products pipeline
Approximately 650 thousand barrels of storage
capacity
Refining
Logistics
Retail
Laramie Energy
4
Corporate Strategy
Grow Existing
Businesses
Bolt-on acquisitions
Selective capital
projects
Continuous business
improvement
Acquire Similar
Businesses
Energy and
infrastructure
business in niche
markets
Maintain Diverse
Earnings Profile
Decrease commodity
price volatility
Enhance credit
profile
Leverage Tax
Attributes
Disciplined Focus on Increasing Adjusted EPS and Free Cash Flow
5
Financial Summary
____________________
(1) Free Cash Flow is defined as cash provided by (used in) operations minus capital expenditures. See Appendix for Non-GAAP reconciliation.
(2) Adjusted Net Income (Loss) is defined as Net Income (Loss) excluding changes in the value of contingent consideration and common stock warrants, acquisition and integration expense, unrealized (gains) losses on derivatives, loss on
termination of financing arrangements, release of tax valuation allowance, and inventory valuation adjustments. See Appendix for Non-GAAP reconciliation.
(3) Closing stock price as of March 23, 2018. 45,674,844 shares outstanding as of March 23, 2018; principal amount of debt and cash amounts in millions as of December 31, 2017.
(4) Net debt to total capitalization is defined as (i) principal amount of debt minus cash (“Net debt”), divided by (ii) Net debt plus stockholder’s equity.
Strong free cash flow and Adjusted EPS in 2017
Free Cash Flow $MM (1) LTM Adjusted Net Income $MM (2)
Enterprise Value ($MM) (3) Net Debt to Total Capitalization
6
Business Segment Profile
____________________
(1) Percentage of total segment Adjusted EBITDA excluding corporate and other.
(2) After adjusting for the February 2018 acquisition
Retail and Logistics contributed 38% of 2017 Adjusted EBITDA (1)
E&P diversification with 39.1% ownership of Laramie Energy
Unrestricted federal tax attributes of $1.6 billion
Targeting EURs of approximately 1.7 Bcfe with drilling
and completion costs of approximately $950,000
Anticipated production growth range of 22% to 28%
for 2018 exit vs. 2017 exit based on 2 rig program (2)
7
Refining Unit Capacity (MBPD)
Crude Unit 94
Vacuum Distillation Unit 40
Hydrocracker 19
Catalytic Reformer 13
Visbreaker 11
Hydrogen Plant (MMCFD) 18
Naphtha Hydrotreater 13
Cogeneration Turbine Unit 20 MW
Hawaii Refinery
Largest and most complex refinery in Hawaii
Distillate yield configured for Hawaii demand
$27MM diesel hydrotreater project anticipated to increase
distillate production 5-7Mbpd; estimated completion 4Q
2019
Asset location and configuration favorably positioned to benefit
from commercial flexibility
Anticipated ability to meet environmental and regulatory
requirements without material capital expenditures
Asset Highlights
Asset Detail
Gasoline
Distillate
HSFO
LSFO
Other
Middle East Africa
North America Asia
2017 Yield Profile 2017 Crude Sourcing
8
At Acquisition: September 2013
60,000 BPD throughput
45,000 BPD on-island sales
35% fuel oil yield
Middle East crude slate
$5.00/bbl production cost
Hawaii Business Strategy
FY 2017:
73,736 MBPD throughput
63,282 MBPD on-island sales
16% fuel oil yield
Balanced opportunistic crude slate
$3.60/bbl production cost
2019 Goals:
83,000 BPD throughput
70,000 BPD on-island sales
15% fuel oil yield
$3.00/bbl production cost
Reduce distillate imports
$27MM distillate
hydrotreater
project
Improved crude
selection
Improved
mechanical
reliability
Aggressive in-state
commercial
strategy
Mid Pac acquisition
increased on-island
sales
Creative working
capital solution
9
Wyoming Refinery
Asset Highlights
Asset Detail
Refining Unit Capacity (MBPD)
Crude Unit 18
Residual Fluid Catalytic Cracker 7
Catalytic Reformer 3
Naphtha Hydrotreater 3
Diesel Hydrotreater 5
Isomerization 5
18,000 bpd refinery in Newcastle, Wyoming
Complex refinery with a Nelson Complexity Index of 10.7
Flexible product yield
Attractive light products yield over 95% during 2017
2017 Crude Sourcing 2017 Yield Profile
Power River Basin
Gasoline Distillate
NGLs Fuel Oil
Bakken
10
Acquisition: July 2016
15,200 BPD throughput
41% distillate yield
Wyoming Business Strategy
2019 Goals:
Expanded commercial market
Increased throughput
> 54% distillate yield
Added Economic and
Planning group
Refined products
transported by rail
Establish out of
market commercial
strategy
Upgrade diesel
hydrotreater to
increase distillate
production
Logistics Segment
12
Hawaii Assets Map Asset 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
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
Refinery
Terminal Crude Inflows
Refined Products Outflows
13
Wyoming Logistics
Logistics Assets
Well-positioned to benefit from regional development
____________________
(1) Source: Baker Hughes North American Rig Count as of March 2, 2018.
140-mile crude oil pipeline gathering
system providing direct access to Powder
River Basin crude
40-mile products pipeline feeds into
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 Mbls of crude and refined product
tankage with expansion opportunities
identified
Truck racks and a loading facility at the
refinery
14 rigs operating in the Powder River
Basin (1)
Retail Segment
15
Hawaii Retail
Highlights
Extensive footprint across four islands in Hawaii
Same-store fuel and non-fuel sales up 2.6% and 2.1%,
respectively, during the fourth quarter 2017 compared
to the same period last year
New location expected to open in 2018
High real estate costs, scarcity of land, and logistics complexity strengthen competitive position
Retail Network
16
Pacific Northwest Retail Acquisition
• 33 Cenex Zip Trip branded convenience stores
• 21 fee-owned sites
• 30 sites recently remodeled / upgraded
• Strategic multi-year fuel supply and Cenex branded
agreements
• Second largest branded retail position in Spokane
region
• Historically robust fuel margins driven by fuel supply
logistics complexities
• Wyoming Refinery well positioned to
opportunistically provide additional supply to the
region
Acquisition further diversifies Par Pacific’s earnings profile
Asset Highlights
Significant Presence in Niche Market
Laramie Energy
18
Asset Highlights
Laramie Energy
____________________
(1) Figures for 100% of Laramie Energy based on 2018 two rig capital plan.
(2) After adjusting for the February 2018 acquisition
(3) 2016 unit costs were $1.72/Mcfe.
Par Pacific owns 39.1% of Laramie Energy, LLC
6,500+ Mesa Verde drilling locations over 150,000
net acres
75% of existing gas production hedged through
December 2018
Targeting EURs of approximately 1.7 Bcfe with drilling
and completion costs of approximately $950,000
Unit Costs Reduction (3) 2018 Plans
Completed small, in-basin acquisition in February
boosting anticipated 2018 production by an
estimated 15 MMcfe/d
Anticipated production growth range of 22% to 28%
for 2018 exit vs. 2017 exit based on 2 rig program (2)
Targeting < 3.0x debt / Adj. EBITDA through 2018
Self-funded two rig program positions Laramie for production growth
Production Profile (1)
Appendix
20
Air Transport
Electric Power
Ground Transport
Industrial
Marine
Commercial
Hawaii Market Fundamentals
Air Travel (2)
____________________
1) Source: EIA data as of May 2017; including military demand per Par Pacific internal estimates.
2) Source: Department of Business, Economic Development and Tourism (“DBEDT”)
Refined Product Demand (1)
Shortage of distillate capacity in Hawaii
Air travel to and from Hawaii projected to continue to grow
Fuel oil utilized for ~70% of electricity generation in Hawaii
Electricity Production by Source and Petroleum Use (2)
MBbl/d Total Production
Total Demand
60 61
70
51
0
8
16
24
32
40
48
56
64
72
80
Other Products Distillate
(number of visitors in millions)
GDP and Employment (2)
Strong year over year economic growth in Hawaii
Petroleum
Coal
Biomass
Other
Geothermal
Hydro Solar
Wind
21
Mid Pacific Crack Spread and Crude 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.
5YR Combined
Mid-cycle (1) = $8.27
22
Wyoming Crack Spread
____________________
(1) Company calculation based on a rolling four year average
Wyoming 3-2-1 Index is calculated as follows:
Rapid City Daily: Computed by taking 2 parts gasoline and 1 part distillate (ULSD) as created from a barrel of West Texas Intermediate Crude.
Denver Daily: Computed by taking 2 parts 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.
4YR Combined
Mid-cycle (1) = $20.82
($/bbl)
23
Capital Expenditures Summary
Maintenance /
Regulatory
Growth
Turnaround
Annual base maintenance capital expenditures of $25-30MM
2018 estimates include non-recurring maintenance and regulatory capital related to Wyoming
Refinery and Logistics
Distillate hydrotreater project in Hawaii accounts for $15MM of growth capital in 2018
Remaining growth capital allocated towards completion of new retail location in Western
Oahu and debottlenecking projects within the Wyoming Refinery and logistics systems
2016 refinery capex higher due to Wyoming Benzout project
No material turnaround capex expected in 2018
____________________
Note: $ in millions. 2016 excludes the Hawaii turnaround. Maintenance includes $6MM associated with completion of Wyoming Benzout project.
24
Corporate Structure
Par Pacific Holdings Inc.
NYSE: PARR
$115 MM 5% Convertible
Notes due 6/15/2021
Par Hawaii Refining, LLC
Supply and Offtake
Agreement
Par Hawaii, Inc
Hermes Consolidated, LLC
d/b/a Wyoming Refining
Company
____________________
Note: Chart omits intermediate subsidiaries between parent and operating subsidiaries for brevity.
(1) ABL Revolver co-borrowers are Par Petroleum, LLC, a Delaware limited liability company, Mid Pac Petroleum, LLC, a Delaware limited liability company, Hermes Consolidated, LLC (d/b/a Wyoming
Refining Company), a Delaware limited liability company, HIE Retail, LLC, a Hawaii limited liability company, Par Hawaii, Inc., a Hawaii corporation, and Wyoming Pipeline Company LLC, a Wyoming
limited liability company.
(2) Recourse limited to pledge of equity interest of Par Piceance Energy Equity, LLC.
Par Petroleum, LLC
$75 MM ABL Revolver (1)
Due 12/21/2022
$300 MM 7.75% Senior Secured
Notes due 12/15/2025
Laramie Energy, LLC (2)
39.1% Interest
25
Laramie Energy Hedging Program
2018 2019
NYMEX Fixed Price Swap
Hedged Volume (MMBtu/day) 88,415 9,863
Average Floor Price ($/MMBtu) $2.67 $3.09
NYMEX Collar
Hedged Volume (MMBtu/day) 7,500
Collar ($/MMBtu) $2.92 - $3.25
CIG Basis Swap
Hedged Volume (MMBtu/day) 75,072
Average CIG Differential to NYMEX ($0.26)
Northwest Rockies Pipeline Collar
Hedged Volume (MMBtu/day) 2,500
Collar ($/MMBtu) $3.00 - $3.25
NGL Hedges
Pentane (gal/day) 5,434
Pentane ($/gal) $1.39
26
Year End Reserves and PV10 Summary – 100% of Laramie Energy
Laramie Energy Reserves
Strip Pricing Summary
Note: Par Pacific Holdings owned 42.3% of Laramie Energy, LLC as of 12/31/2017. Par Pacific Holdings currently owns 39.1%.
Reserve information based on NSAI’s reserve report
(1) NGLs and Oil converted to gas based on 6:1 ratio
(2) Based on NYMEX strip pricing as of December 31, 2017 held flat after five years also adjusted for NWROX basis of ($0.472). See "Non-GAAP PV10 and PV20 Disclosure" for additional discussion.
(3) Based on North West Wyoming Pool SEC pricing as of December 31, 2017 adjusted for basis of ($0.072). See "Non-GAAP PV10 and PV20 Disclosure" for additional discussion.
(4) All PUD locations conform to SEC standards.
(5) Laramie Energy, LLC internal reserves based on PV10 discounting.
27
Laramie Key Statistics
____________________
(1) Laramie Debt is non-recourse to Par Pacific and solely guaranteed by a Par Pacific subsidiary that owns Laramie Energy units.
(2) Preferred stock balance based on current Liquidation Preference amount.
(3) Par Pacific ownership of Laramie Energy decreased from 42.3% to 39.1% upon the closing a small, in-basin acquisition on 2/28/2018.
(4) Based on two rig capital plan and February 2018 acquisition.
(5) See Appendix for Non-GAAP reconciliation of Laramie Adjusted EBITDAX to the most directly comparable GAAP financial measure.
28
Laramie Energy Adjusted EBITDAX
($ in thousands)
29
Non-GAAP PV10 and PV20 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.
30
Non-GAAP Financial Measures
Consolidated Adjusted EBITDA and Adjusted Net Income (Loss) Reconciliation (1)
($ in thousands, except per share data)
_____________________________________________
(1) We believe Adjusted Net Income (Loss), Adjusted EBITDA, and Adjusted Net Income (Loss) per diluted share 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), Adjusted EBITDA, and Adjusted Net Income (Loss) per diluted share 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), Adjusted EBITDA, and Adjusted Net Income (Loss) per
diluted share presented by other companies may not be comparable to our presentation as other companies may define these terms differently.
2016 2017
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Net income (loss) $ (18,673 ) $ (13,088 ) $ (27,761 ) $ 13,687 $ 27,786 $ 7,006 $ 18,824 $ 19,005
Adjustments to Net income (loss):
Inventory valuation adjustment 18,322 (1,059 ) 7,324 516 (8,792 ) (2,620 ) 9,423 528
Unrealized loss (gain) on derivatives 992 (8,406 ) 1,117 (5,737 ) (1,287 ) 4,399 (3,033 ) (702 )
Acquisition and integration expense 671 845 2,047 1,731 253 — — 142
Increase in (release of) tax valuation allowance — (8,573 ) — — — — — —
Loss on termination of financing agreements — — — — — 1,804 — 6,829
Change in value of common stock warrants (1,644 ) (1,176 ) (657 ) 515 689 547 975 (537 )
Change in value of contingent consideration (6,176 ) (3,552 ) (1,025 ) (17 ) — — — —
Severance costs — — 105 — 1,595 — — —
Adjusted Net Income (loss) (6,508 ) (35,009 ) (18,850 ) 10,695 20,244 11,136 26,189 25,265
Depreciation, depletion and amortization 5,095 5,100 9,643 11,778 11,260 11,284 11,304 12,141
Interest expense and financing costs, net 4,613 6,106 11,232 6,555 8,942 9,139 7,419 6,132
Equity losses (earnings) from Laramie Energy, LLC 1,871 16,948 (3,659 ) 7,222 (8,746 ) (2,352 ) (553 ) (6,718 )
Income tax expense (benefit) 336 89 30 205 648 414 700 (3,081 )
Adjusted EBITDA $ 5,407 $ (6,766 ) $ (1,604 ) $ 36,455 $ 32,348 $ 29,621 $ 45,059 $ 33,739
Adjusted Net Income (loss) (6,508 ) $ (35,009 ) $ (18,850 ) $ 10,695 $ 20,244 $ 11,136 $ 26,189 $ 25,265
Effect of convertible and participating securities — — — (105 ) 2,291 (144 ) 2,234 2,295
Numerator for diluted Adjusted Net Income (loss) per
share (6,508 ) $ (35,009 ) $ (18,850 ) $ 10,590 $ 22,535 $ 10,992 $ 28,423 $ 27,560
Diluted weighted-average shares outstanding 40,974 41,015 41,580 45,426 51,865 — 45,564 51,992 52,078
Adjusted Net Income (loss) per diluted share (0.16 ) $ (0.85 ) $ (0.45 ) $ 0.23 $ 0.43 $ 0.24 $ 0.55 $ 0.53
31
Non-GAAP Financial Measures
Consolidated Adjusted EBITDA and Adjusted Net Income (Loss) Reconciliation (1)
For the twelve months ended December 31, 2017
($ in thousands, except per share data)
_____________________________________________
(1) Refer to description of Adjusted Net Income (Loss), Adjusted EBITDA and Adjusted Net Income (Loss) per diluted share on the previous slide.
Net income $ 72,621
Adjustments to Net income:
Inventory valuation adjustment (1,461 )
Unrealized gain on derivatives (623 )
Acquisition and integration expense 395
Loss on termination of financing agreements 8,633
Change in value of common stock warrants 1,674
Change in value of contingent consideration —
Severance costs 1,595
Adjusted Net Income 82,834
Depreciation, depletion and amortization 45,989
Interest expense and financing costs, net 31,632
Equity losses (earnings) from Laramie Energy, LLC (18,369 )
Income tax expense (1,319 )
Adjusted EBITDA $ 140,767
Adjusted Net Income (loss) $ 82,834
Effect of convertible and participating securities 9,206
Numerator for diluted Adjusted Net Income (loss) per share $ 92,040
Diluted weighted-average shares outstanding 51,972
Adjusted Net Income (loss) per diluted share $ 1.77
32
Non-GAAP Financial Measures
Consolidated Adjusted EBITDA by Segment Reconciliation (1)
For the twelve months ended December 31, 2017
($ in thousands)
Refining Logistics Retail
Corporate,
Eliminations, and
Other
Operating income (loss) $ 86,013 $ 33,993 $ 24,700 $ (49,834 )
Adjustments to operating income (loss):
Unrealized loss (gain) on derivatives (623 ) — — —
Acquisition and integration expense — — — 395
Inventory valuation adjustment (1,461 ) — — —
Depreciation, depletion and amortization 29,753 6,166 6,338 3,732
Severance costs 395 — — 1,200
Adjusted EBITDA $ 114,077 $ 40,159 $ 31,038 $ (44,507 )
_____________________________________________
(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, severance costs, and depreciation, depletion and amortization expense. We believe Adjusted EBITDA
by segment is a useful supplemental financial measure to evaluate the economic performance of our segments without regard to financing methods,
capital structure or historical cost basis. Adjusted EBITDA by segment presented by other companies may not be comparable to our presentation as
other companies may define these terms differently.
33
Non-GAAP Financial Measures
Free Cash Flow (1)
($ in thousands)
2016 2017
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Cash provided by (used in) operations $ 12,029 $ (40,835 ) $ (12,442 ) $ 17,357 $ 24,995 $ 37,202 $ 43,259 $ 1,027
Less: Capital Expenditures 4,476 7,215 7,585 5,557 7,579 4,198 8,111 11,820
Free Cash Flow $ 7,553 $ (48,050 ) $ (20,027 ) $ 11,800 $ 17,416 $ 33,004 $ 35,148 $ (10,793 )
_____________________________________________
(1) Free Cash Flow is defined as cash provided by (used in) operations less capital expenditures. We believe Free Cash Flow is a useful supplemental financial
measure to evaluate our ability to generate cash to repay our indebtedness or make discretionary investments. Free Cash Flow should be considered in
addition to, rather than as a substitute for, net income as a measure of our financial performance and net cash provided by (used in) operations as a measure
of our liquidity. Free Cash Flow presented by other companies may not be comparable to our presentation as other companies may define these terms
differently.