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Fair Value Measurements (Tables) | 6 Months Ended
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Jun. 30, 2023
Fair Value Disclosures [Abstract] |
Schedule of Fair Value Assets Acquired and Liabilities Assumed | The preliminary fair values of the assets acquired and liabilities assumed as a result of the Billings Acquisition were estimated as of June 1, 2023, the date of the acquisition, using valuation techniques described in notes (1) through (5) below.
|  |  | Valuation
| Fair Value |  | Technique
| (in thousands) |  |
Net working capital excluding operating leases | $ | 294,567 |  |  | (1)
Property, plant, and equipment | 259,088 |  |  | (2)
Operating lease right-of-use assets | 3,562 |  |  | (3)
Refining and logistics equity investments | 86,600 |  |  | (4)
Other long-term assets | 4,094 |  |  | (1)
Current operating lease liabilities | (2,081) |  |  | (3)
Long-term operating lease liabilities | (1,481) |  |  | (3)
Environmental liabilities | (18,869) |  |  | (5)
Total | $ | 625,480 |  |  |
(1)Current assets acquired and liabilities assumed were recorded at their net realizable value. Other long-term assets includes preliminary costs for future turnarounds that were recently incurred and 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. We consider this to be a Level 3 fair value measurement. (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 fair value of our investments in YELP and YPLC were determined using a combination of the income approach and the market approach. Under the income approach, we estimated the present value of expected future cash flows using a market participant discount rate. Under the market approach, we estimated fair value using observable multiples for comparable companies in the investments’ industries. These valuation methods require us to make significant estimates and assumptions regarding future cash flows, capital projects, commodity prices, long-term growth rates, and discount rates. We consider this to be a Level 3 fair value measurement. (5)Environmental liabilities are based on management’s best estimates of probable future costs using currently available information. We consider this to be a Level 3 fair value measurement.
Schedule of Fair Value Amounts by Hierarchy Level | Fair value amounts by hierarchy level as of June 30, 2023 and December 31, 2022, are presented gross in the tables below (in thousands):
| June 30, 2023
| Level 1 |  | Level 2 |  | Level 3 |  | Gross Fair Value |  | Effect of Counter-Party Netting |  | Net Carrying Value on Balance Sheet (1)
Assets |  |  |  |  |  |  |  |  |  |  |
Commodity derivatives | $ | 167,336 |  |  | $ | 11,944 |  |  | $ | — |  |  | $ | 179,280 |  |  | $ | (179,280) |  |  | $ | — |
Interest rate derivatives | — |  |  | 543 |  |  | — |  |  | 543 |  |  | — |  |  | 543 |
Total | $ | 167,336 |  |  | $ | 12,487 |  |  | $ | — |  |  | $ | 179,823 |  |  | $ | (179,280) |  |  | $ | 543 |
Liabilities |  |  |  |  |  |  |  |  |  |  |
Commodity derivatives | $ | (178,093) |  |  | $ | (20,045) |  |  | $ | — |  |  | $ | (198,138) |  |  | $ | 179,280 |  |  | $ | (18,858) |
J. Aron repurchase obligation derivative | — |  |  | — |  |  | (6,628) |  |  | (6,628) |  |  | — |  |  | (6,628) |
MLC terminal obligation derivative | — |  |  | — |  |  | 1,044 |  |  | 1,044 |  |  | — |  |  | 1,044 |
Gross environmental credit obligations (2) | — |  |  | (433,031) |  |  | — |  |  | (433,031) |  |  | — |  |  | (433,031) |
Total liabilities | $ | (178,093) |  |  | $ | (453,076) |  |  | $ | (5,584) |  |  | $ | (636,753) |  |  | $ | 179,280 |  |  | $ | (457,473) |
| December 31, 2022
| Level 1 |  | Level 2 |  | Level 3 |  | Gross Fair Value |  | Effect of Counter-Party Netting |  | Net Carrying Value on Balance Sheet (1)
Assets |  |  |  |  |  |  |  |  |  |  |
Commodity derivatives | $ | 161,541 |  |  | $ | 8,369 |  |  | $ | — |  |  | $ | 169,910 |  |  | $ | (169,415) |  |  | $ | 495 |
Liabilities |  |  |  |  |  |  |  |  |  |  |
Commodity derivatives | $ | (172,529) |  |  | $ | (7,875) |  |  | $ | — |  |  | $ | (180,404) |  |  | $ | 169,415 |  |  | $ | (10,989) |
J. Aron repurchase obligation derivative | — |  |  | — |  |  | (12,156) |  |  | (12,156) |  |  | — |  |  | (12,156) |
MLC terminal obligation derivative | — |  |  | — |  |  | 14,435 |  |  | 14,435 |  |  | — |  |  | 14,435 |
Gross environmental credit obligations (2) | — |  |  | (549,791) |  |  | — |  |  | (549,791) |  |  | — |  |  | (549,791) |
Total liabilities | $ | (172,529) |  |  | $ | (557,666) |  |  | $ | 2,279 |  |  | $ | (727,916) |  |  | $ | 169,415 |  |  | $ | (558,501) |
_________________________________________________________ (1)Does not include cash collateral of $39.5 million and $50.3 million as of June 30, 2023 and December 31, 2022, respectively, included within Prepaid and other current assets and Other long-term assets on our condensed consolidated balance sheets. (2)Does not include RINs assets and other environmental credits of $293.3 million and $258.2 million presented as Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of June 30, 2023 and December 31, 2022, respectively.
Schedule of Roll Forward of Level 3 Financial Instruments Measured at Fair Value on a Recurring Basis | A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Balance, at beginning of period | $ | (5,979) |  |  | $ | (52,678) |  |  | $ | 2,279 |  |  | $ | (37,321) |
Settlements | (12,243) |  |  | 56,753 |  |  | (16,858) |  |  | 149,061 |
Total gains (losses) included in earnings (1) | 12,638 |  |  | (12,567) |  |  | 8,995 |  |  | (120,232) |
Balance, at end of period | $ | (5,584) |  |  | $ | (8,492) |  |  | $ | (5,584) |  |  | $ | (8,492) |
_________________________________________________________ (1)Included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations.
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 June 30, 2023 and December 31, 2022 are as follows (in thousands):
| June 30, 2023
| Carrying Value |  | Fair Value
ABL Credit Facility due 2028 (2) | 41,000 |  |  | 41,000 |
Term Loan Credit Agreement due 2030 (1) | 533,057 |  |  | 536,994 |
Other long-term debt (1) | 5,058 |  |  | 4,829 |
7.75% Senior Secured Notes due 2025 (1) (3) | — |  |  | — |
Term Loan B Facility due 2026 (1) (3) | — |  |  | — |
12.875% Senior Secured Notes due 2026 (1) (3) | — |  |  | — |
| December 31, 2022
| Carrying Value |  | Fair Value
Prior ABL Credit Facility due 2025 (2) | $ | — |  |  | $ | — |
7.75% Senior Secured Notes due 2025 (1) | 277,137 |  |  | 276,785 |
Term Loan B Facility due 2026 (1) | 198,268 |  |  | 201,094 |
12.875% Senior Secured Notes due 2026 (1) | 30,127 |  |  | 34,029 |
_________________________________________________________ (1)The fair value measurements of the Term Loan Credit Agreement, Other long-term debt, 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 measurement of the ABL Credit Facility and the Prior ABL Credit Facility is considered a Level 3 measurement in the fair value hierarchy. (3)The 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes were fully repaid in 2023, please read Note 11—Debt for more information.

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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 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb) -SubTopic 10 -Topic 820 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 + 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 -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 + 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 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -SubTopic 10 -Topic 820 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-3 + Details
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