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Fair Value Measurements (Tables) | 12 Months Ended
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Dec. 31, 2016
Fair Value Disclosures [Abstract] |
Fair Value Measurements, Nonrecurring | The fair values of the assets acquired and liabilities assumed as a result of the Mid Pac acquisition were estimated as of April 1, 2015, the date of the acquisition, using valuation techniques described in notes (1) through (7) described below.
|  |  | Valuation
| Fair Value |  | Technique
| (in thousands) |  |
Net working capital | $ | 15,989 |  |  | (1)
Property, plant and equipment | 40,997 |  |  | (2)
Land | 34,800 |  |  | (3)
Goodwill | 26,942 |  |  | (4)
Intangible assets | 33,647 |  |  | (5)
Other non-current assets | 1,228 |  |  | (7)
Deferred tax liability | (16,759 | ) |  | (6)
Other non-current liabilities | (7,235 | ) |  | (7)
Total | $ | 129,609 |  |  |
(1) | Current assets acquired and liabilities assumed were recorded at their net realizable value.
(2) | The fair value of the property, plant and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and obsolescence. We consider this to be a Level 3 fair value measurement.
(3) | The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement.
(4) | The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill.
(5) | The fair value of customer relationships was estimated using the Excess Earnings Method. Significant inputs used in this model include estimated revenue attributable to the customer relationship and estimated attrition rates. The fair value of the trade names and trademarks was estimated using the Relief from Royalty Method. Significant inputs used in this model include estimated revenue attributable to the trade names and trademarks and a royalty rate. We consider this to be a Level 3 fair value measurement.
(6) | The deferred tax liability was determined based on the differences between the tax bases of the assets acquired and liabilities assumed and the values of those assets and liabilities recognized on our consolidated balance sheets as of the date of acquisition.
(7) | Other non-current assets and liabilities were recorded at their estimated net present value. We consider this to be a Level 3 fair value measurement.
The preliminary fair values of the assets acquired and liabilities assumed as a result of the Wyoming Refining acquisition were estimated as of July 14, 2016, the date of the acquisition, using valuation techniques described in notes (1) through (5) described below.
|  |  | Valuation
| Fair Value |  | Technique
| (in thousands) |  |
Net working capital | $ | (11,590 | ) |  | (1)
Property, plant and equipment | 254,367 |  |  | (2)
Goodwill | 64,994 |  |  | (3)
Long-term debt | (68,136 | ) |  | (4)
Other non-current liabilities | (30,269 | ) |  | (5)
Total | $ | 209,366 |  |  |
(1) | Current assets acquired and liabilities assumed were recorded at their net realizable value.
(2) | The fair value of property, plant and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and obsolescence. The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement.
(3) | The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill.
(4) | Long-term debt was recorded at carrying value. The carrying value of long-term debt approximates fair value due to its floating interest rate.
(5) | Other non-current liabilities include environmental liabilities and the underfunded status of the Wyoming Refining defined benefit plan. The underfunded status of the defined benefit plan represents the difference between the fair value of the plan's assets and the projected benefit obligations. Environmental liabilities are based on management’s best estimates of probable future costs using current available information. We consider this to be a Level 3 fair value measurement.
Schedule of Share-based Payment Award, Common Stock Warrants | Significant inputs used in the simulation model as of December 31, 2015 included:
| December 31,
| 2015
Stock price | $ | 23.54 |
Weighted-average exercise price | $ | 0.10 |
Term (years) | 6.67 |
Risk-free interest rate | 2.04 | %
Expected volatility | 43.0 | %
Fair Value, Assets Measured on Recurring Basis | The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2016 and 2015 and their placement within our consolidated balance sheets.
|  |  | December 31,
| Balance Sheet Location |  | 2016 |  | 2015
|  |  | Asset (Liability)
Commodity derivatives (1) | Prepaid and other current assets |  | $ | — |  |  | $ | 4,577 |
Commodity derivatives (1) | Other long-term assets |  | 2,748 |  |  | — |
Commodity derivatives | Other accrued liabilities |  | (595 | ) |  | (9,534 | )
Commodity derivatives | Other liabilities |  | — |  |  | (4,925 | )
J. Aron repurchase obligation derivative | Obligations under inventory financing agreements |  | (20,000 | ) |  | 9,810 |
Interest rate derivatives | Prepaid and other current assets |  | 161 |  |  | — |
Interest rate derivatives | Other long-term assets |  | 3,377 |  |  | — |
Interest rate derivatives | Other accrued liabilities |  | (94 | ) |  | — |
_________________________________________________________
(1) | Does not include cash collateral of $2.7 million and $20.9 million recorded in Prepaid and other current assets and $7.0 million and $7.0 million in Other long-term assets as of December 31, 2016 and 2015, respectively.
Fair value amounts by hierarchy level as of December 31, 2016 and 2015 are presented gross in the tables below (in thousands):
| December 31, 2016
| Level 1 |  | Level 2 |  | Level 3 |  | Gross Fair Value |  | Effect of Counter-party Netting |  | Net Carrying Value on Balance Sheet (1)
Assets |  |  |  |  |  |  |  |  |  |  |
Commodity derivatives | $ | 190 |  |  | $ | 26,095 |  |  | $ | — |  |  | $ | 26,285 |  |  | $ | (23,537 | ) |  | $ | 2,748 |
Interest rate derivatives | — |  |  | 3,602 |  |  | — |  |  | 3,602 |  |  | (64 | ) |  | 3,538 |
Total | $ | 190 |  |  | $ | 29,697 |  |  | $ | — |  |  | $ | 29,887 |  |  | $ | (23,601 | ) |  | $ | 6,286 |
Liabilities |  |  |  |  |  |  |  |  |  |  |
Common stock warrants | $ | — |  |  | $ | — |  |  | $ | (5,134 | ) |  | $ | (5,134 | ) |  | $ | — |  |  | $ | (5,134 | )
Contingent consideration | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Commodity derivatives | (54 | ) |  | (24,078 | ) |  | — |  |  | (24,132 | ) |  | 23,537 |  |  | (595 | )
J. Aron repurchase obligation derivative | — |  |  | — |  |  | (20,000 | ) |  | (20,000 | ) |  | — |  |  | (20,000 | )
Interest rate derivatives | — |  |  | (158 | ) |  | — |  |  | (158 | ) |  | 64 |  |  | (94 | )
Total | $ | (54 | ) |  | $ | (24,236 | ) |  | $ | (25,134 | ) |  | $ | (49,424 | ) |  | $ | 23,601 |  |  | $ | (25,823 | )
| December 31, 2015
| Level 1 |  | Level 2 |  | Level 3 |  | Gross Fair Value |  | Effect of Counter-party Netting |  | Net Carrying Value on Balance Sheet (1)
Assets |  |  |  |  |  |  |  |  |  |  |
Commodity derivatives | $ | 429 |  |  | $ | 33,797 |  |  | $ | — |  |  | $ | 34,226 |  |  | $ | (29,649 | ) |  | $ | 4,577 |
J.Aron repurchase obligation derivative | — |  |  | — |  |  | 9,810 |  |  | 9,810 |  |  | (9,810 | ) |  | — |
Total | $ | 429 |  |  | $ | 33,797 |  |  | $ | 9,810 |  |  | $ | 44,036 |  |  | $ | (39,459 | ) |  | $ | 4,577 |
Liabilities |  |  |  |  |  |  |  |  |  |  |
Common stock warrants | $ | — |  |  | $ | — |  |  | $ | (8,096 | ) |  | $ | (8,096 | ) |  | $ | — |  |  | $ | (8,096 | )
Contingent consideration | — |  |  | — |  |  | (27,581 | ) |  | (27,581 | ) |  | — |  |  | (27,581 | )
Commodity derivatives | (396 | ) |  | (43,712 | ) |  | — |  |  | (44,108 | ) |  | 29,649 |  |  | (14,459 | )
J.Aron repurchase obligation derivative | — |  |  | — |  |  | — |  |  | — |  |  | 9,810 |  |  | 9,810 |
Total | $ | (396 | ) |  | $ | (43,712 | ) |  | $ | (35,677 | ) |  | $ | (79,785 | ) |  | $ | 39,459 |  |  | $ | (40,326 | )
_________________________________________________________
(1) | Does not include cash collateral of $9.7 million and $28.0 million as of December 31, 2016 and 2015, respectively included on our consolidated balance sheets.
Reconcilliation of Level 3 Derivative Instruments, Fair Value | A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands):
|  | Year Ended December 31,
|  | 2016 |  | 2015 |  | 2014
Beginning balance |  | $ | (25,867 | ) |  | $ | (21,254 | ) |  | $ | (29,316 | )
Settlements |  | 16,810 |  |  | 7,691 |  |  | 780 |
Acquired |  | — |  |  | (2,844 | ) |  | — |
Total unrealized income (loss) included in earnings |  | (16,077 | ) |  | (9,460 | ) |  | 7,282 |
Ending balance |  | $ | (25,134 | ) |  | $ | (25,867 | ) |  | $ | (21,254 | )
Schedule of Carrying Value and Fair Value of Long Term Debt and Other Financial Instruments | The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2016 and 2015 is as follows (in thousands):
| Carrying Value |  | Fair Value (1)
December 31, 2016 |  |  |
Hawaii Retail Credit Agreement (2) | $ | 93,853 |  |  | $ | 93,853 |
5% Convertible Senior Notes due 2021 (3) | 91,029 |  |  | 122,229 |
Term Loan | 57,426 |  |  | 62,367 |
Par Wyoming Holdings Term Loan (2) | 65,908 |  |  | 65,908 |
Wyoming Refining Senior Secured Term Loan (2) | 55,480 |  |  | 55,480 |
Wyoming Refining Senior Secured Revolver (2) | 6,700 |  |  | 6,700 |
Common stock warrants | 5,134 |  |  | 5,134 |
December 31, 2015 |  |  |
Hawaii Retail Credit Agreement (2) | $ | 110,000 |  |  | $ | 110,000 |
Term Loan | 60,119 |  |  | 62,037 |
Common stock warrants | 8,096 |  |  | 8,096 |
Contingent consideration | 27,581 |  |  | 27,581 |
_________________________________________________________
(1) | The fair values of these instruments are considered Level 3 measurements in the fair value hierarchy with the exception of the fair value measurement of the 5.00% Convertible Senior Notes which is considered a Level 2 measurement as discussed below.
(2) | Fair value approximates carrying value due to the debt's floating rate interest which approximates current market value.
(3) | The carrying value of the 5.00% Convertible Senior Notes excludes the fair value of the equity component, which was classified as equity upon issuance.

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- Definition Tabular disclosure of assets and liabilities by class, including financial instruments measured at fair value that are classified in shareholders' equity, if any, that are measured at fair value on a nonrecurring basis in periods after initial recognition (for example, impaired assets). Disclosures may include, but are not limited to: (a) the fair value measurements recorded and the reasons for the measurements and (b) the level within the fair value hierarchy in which the fair value measurements are categorized in their entirety (levels 1, 2, 3). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19296-110258 + Details
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- Definition Tabular disclosure of assets, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a),(b) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19190-110258 + Details
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- Definition Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19279-110258 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258 + Details
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- Definition Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (f)(2) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 + Details
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