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Fair Value Measurements (Tables) | 12 Months Ended
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Dec. 31, 2021
Fair Value Disclosures [Abstract] |
Fair Value Measurements, Nonrecurring | The fair values of the assets acquired and liabilities assumed as a result of the Washington Acquisition were estimated as of January 11, 2019, the date of the acquisition, using valuation techniques described in notes (1) through (6) below.
|  |  | Valuation
| Fair Value |  | Technique
| (in thousands) |  |
Net working capital excluding operating leases | $ | (35,854) |  |  | (1)
Property, plant, and equipment | 412,766 |  |  | (2)
Operating lease right-of-use assets | 62,337 |  |  | (3)
Goodwill | 42,522 |  |  | (4)
Current operating lease liabilities | (21,571) |  |  | (3)
Long-term operating lease liabilities | (40,766) |  |  | (3)
Deferred tax liability | (92,103) |  |  | (5)
Other non-current liabilities | (804) |  |  | (6)
Total | $ | 326,527 |  |  |
(1)Current assets acquired and liabilities assumed were recorded at their net realizable value. (2)The fair value of personal property was estimated using the cost approach. Key assumptions in the cost approach include determining the replacement cost by evaluating recent purchases of comparable assets or published data, and adjusting replacement cost for economic and functional obsolescence, location, normal useful lives, and capacity (if applicable). The fair value of real property was estimated using the market approach. Key assumptions in the market approach include determining the asset value by evaluating recent purchases of comparable assets under similar circumstances. (3)Operating lease right-of-use assets and liabilities were recognized based on the present value of lease payments over the lease term using the incremental borrowing rate at acquisition of 9.6%. (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 deferred tax liability was determined based on the differences between the tax bases of the assets acquired and the values of those assets recorded on our consolidated balance sheets as of the date of acquisition. (6)Other non-current liabilities are related to pension plan obligations. 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.
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, 2021 and 2020 and their placement within our consolidated balance sheets.
|  |  | December 31,
| Balance Sheet Location |  | 2021 |  | 2020
|  |  | Asset (Liability)
Commodity derivatives (1) | Prepaid and other current assets |  | $ | 1,260 |  |  | $ | 1,346 |
Commodity derivatives | Other accrued liabilities |  | (1,431) |  |  | — |
J. Aron repurchase obligation derivative | Obligations under inventory financing agreements |  | (15,151) |  |  | (20,797) |
MLC terminal obligation derivative | Obligations under inventory financing agreements |  | (22,170) |  |  | (10,161) |
Interest rate derivatives | Other accrued liabilities |  | — |  |  | (966) |
Interest rate derivatives | Other liabilities |  | — |  |  | (2,027) |
_________________________________________________________ (1)Does not include cash collateral of $6.1 million and $1.5 million recorded in Prepaid and other current assets and $9.5 million and $9.5 million in Other long-term assets as of December 31, 2021 and 2020, respectively. Fair value amounts by hierarchy level as of December 31, 2021 and 2020 are presented gross in the tables below (in thousands):
| December 31, 2021
| Level 1 |  | Level 2 |  | Level 3 |  | Gross Fair Value |  | Effect of Counter-party Netting |  | Net Carrying Value on Balance Sheet (1)
Assets |  |  |  |  |  |  |  |  |  |  |
Commodity derivatives | $ | 4,283 |  |  | $ | 4,513 |  |  | $ | — |  |  | $ | 8,796 |  |  | $ | (7,536) |  |  | $ | 1,260 |
Liabilities |  |  |  |  |  |  |  |  |  |  |
Commodity derivatives | $ | (3,964) |  |  | $ | (5,003) |  |  | $ | — |  |  | $ | (8,967) |  |  | $ | 7,536 |  |  | $ | (1,431) |
J. Aron repurchase obligation derivative | — |  |  | — |  |  | (15,151) |  |  | (15,151) |  |  | — |  |  | (15,151) |
MLC terminal obligation derivative | — |  |  | — |  |  | (22,170) |  |  | (22,170) |  |  | — |  |  | (22,170) |
Gross environmental credit obligations (2) | — |  |  | (311,014) |  |  | — |  |  | (311,014) |  |  | — |  |  | (311,014) |
Total (3) | $ | (3,964) |  |  | $ | (316,017) |  |  | $ | (37,321) |  |  | $ | (357,302) |  |  | $ | 7,536 |  |  | $ | (349,766) |
| December 31, 2020
| Level 1 |  | Level 2 |  | Level 3 |  | Gross Fair Value |  | Effect of Counter-party Netting |  | Net Carrying Value on Balance Sheet (1)
Assets |  |  |  |  |  |  |  |  |  |  |
Commodity derivatives | $ | 616 |  |  | $ | 1,573 |  |  | $ | — |  |  | $ | 2,189 |  |  | $ | (843) |  |  | $ | 1,346 |
Liabilities |  |  |  |  |  |  |  |  |  |  |
Commodity derivatives | $ | (3) |  |  | $ | (840) |  |  | $ | — |  |  | $ | (843) |  |  | $ | 843 |  |  | $ | — |
J.Aron repurchase obligation derivative | — |  |  | — |  |  | (20,797) |  |  | (20,797) |  |  | — |  |  | (20,797) |
MLC terminal obligation derivative | — |  |  | — |  |  | (10,161) |  |  | (10,161) |  |  | — |  |  | (10,161) |
Interest rate derivatives | — |  |  | (2,993) |  |  | — |  |  | (2,993) |  |  | — |  |  | (2,993) |
Gross environmental credit obligations (2) | — |  |  | (150,482) |  |  | — |  |  | (150,482) |  |  | — |  |  | (150,482) |
Total | $ | (3) |  |  | $ | (154,315) |  |  | $ | (30,958) |  |  | $ | (185,276) |  |  | $ | 843 |  |  | $ | (184,433) |
_________________________________________________________ (1)Does not include cash collateral of $15.6 million and $11.0 million as of December 31, 2021 and 2020, respectively, included within Prepaid and other current assets and Other long-term assets on our consolidated balance sheets. (2)Does not include RINs assets and other environmental credits of $120.1 million and $26.7 million presented as Inventories on our consolidated balance sheet and stated at the lower of cost and net realizable value as of December 31, 2021 and 2020, respectively. (3)The interest rate derivative was settled in February 2021, therefore, there is no asset or liability related to the interest rate derivative at December 31, 2021. Please read Note 14—Derivatives for further information.
Reconciliation 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,
| 2021 |  | 2020 |  | 2019
Balance, beginning of period | $ | (30,958) |  |  | $ | (22,750) |  |  | $ | (922) |
Settlements | 61,247 |  |  | (31,328) |  |  | 13,263 |
Acquired | — |  |  | — |  |  | (8,654) |
Total gains (losses) included in earnings | (67,610) |  |  | 23,120 |  |  | (26,437) |
Balance, end of period | $ | (37,321) |  |  | $ | (30,958) |  |  | $ | (22,750) |
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, 2021 and 2020 are as follows (in thousands):
| December 31, 2021
| Carrying Value |  | Fair Value
ABL Credit Facility due 2022 | $ | — |  |  | $ | — |
7.75% Senior Secured Notes due 2025 (1) | 290,621 |  |  | 299,700 |
Term Loan B Facility due 2026 (1) | 208,903 |  |  | 214,827 |
12.875% Senior Secured Notes due 2026 (1) | 65,034 |  |  | 75,758 |
| December 31, 2020
| Carrying Value |  | Fair Value
5.00% Convertible Senior Notes due 2021 (1) (3) | $ | 47,301 |  |  | $ | 50,311 |
ABL Credit Facility due 2022 | — |  |  | — |
Retail Property Term Loan due 2024 (2) | 41,891 |  |  | 41,891 |
7.75% Senior Secured Notes due 2025 (1) | 293,289 |  |  | 289,521 |
Term Loan B Facility due 2026 (1) | 219,708 |  |  | 215,578 |
12.875% Senior Secured Notes due 2026 (1) | 99,213 |  |  | 112,901 |
Mid Pac Term Loan due 2028 (2) | 1,399 |  |  | 1,399 |
PHL Term Loan due 2030 (2) | 5,792 |  |  | 5,792 |
_________________________________________________________ (1)The fair value measurements of the 5.00% Convertible Senior Notes, 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes are considered Level 2 measurements in the fair value hierarchy as discussed below. (2)The fair value measurements of the ABL Credit Facility, Mid Pac Term Loan, Retail Property Term Loan, and PHL Term Loan are considered Level 3 measurements in the fair value hierarchy. (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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (bbb) -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 + 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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 + 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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19279-110258 + Details
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