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Leases
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Leases Leases
We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years or more. There are no material residual value guarantees associated with any of our leases.
The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities as of December 31, 2023 and 2022 and their placement within our consolidated balance sheets:
Lease typeBalance Sheet LocationDecember 31, 2023December 31, 2022
Assets
FinanceProperty, plant, and equipment$28,264 $21,150 
FinanceAccumulated amortization(12,212)(10,308)
FinanceProperty, plant, and equipment, net16,052 10,842 
OperatingOperating lease right-of-use assets346,454 350,761 
Total right-of-use assets$362,506 $361,603 
Liabilities
Current
FinanceOther accrued liabilities$1,820 $1,782 
OperatingOperating lease liabilities72,833 66,081 
Long-term
FinanceFinance lease liabilities12,438 6,311 
OperatingOperating lease liabilities282,517 292,701 
Total lease liabilities$369,608 $366,875 
Weighted-average remaining lease term (in years)
Finance11.025.60
Operating8.679.00
Weighted-average discount rate
Finance8.04 %7.38 %
Operating7.24 %7.10 %
The following table summarizes the lease costs recognized in our consolidated statements of operations (in thousands):
Year Ended December 31,
Lease cost type202320222021
Finance lease cost
Amortization of finance lease ROU assets$1,906 $1,917 $1,913 
Interest on lease liabilities636 619 655 
Operating lease cost98,928 89,591 91,882 
Variable lease cost9,246 5,478 6,716 
Short-term lease cost13,500 8,575 1,013 
Net lease cost$124,216 $106,180 $102,179 
Operating lease income (1)$(14,908)$(11,030)$(3,149)
_________________________________________________________
(1)At December 31, 2023 and 2022, Property, plant, and equipment, net associated with leased assets was approximately $9.5 million and $9.2 million, respectively. The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material.
The following table summarizes the supplemental cash flow information related to leases as follows (in thousands):
Year Ended December 31,
Lease type202320222021
Cash paid for amounts included in the measurement of liabilities
Financing cash flows from finance leases$1,693 $1,620 $1,914 
Operating cash flows from finance leases631 614 658 
Operating cash flows from operating leases98,416 85,681 89,677 
Non-cash supplemental amounts
ROU assets obtained in exchange for new finance lease liabilities7,896 594 1,936 
ROU assets obtained in exchange for new operating lease liabilities72,219 64,567 97,011 
ROU assets terminated in exchange for release from finance lease liabilities— — — 
ROU assets terminated in exchange for release from operating lease liabilities1,439 32,902 6,847 
The table below includes the estimated future undiscounted cash flows for finance and operating leases as of December 31, 2023 (in thousands):
For the year ending December 31, Finance leasesOperating leasesTotal
2024$3,414 $93,583 $96,997 
20252,668 63,897 66,565 
20262,222 57,383 59,605 
20272,027 56,067 58,094 
20281,206 52,023 53,229 
Thereafter9,856 134,526 144,382 
Total lease payments21,393 457,479 478,872 
Less amount representing interest(7,135)(102,129)(109,264)
Present value of lease liabilities$14,258 $355,350 $369,608 

Additionally, we have $22.5 million in future undiscounted cash flows for operating leases and no future undiscounted cash flows for finance leases that have not yet commenced. These leases are expected to commence when the lessor has made the equipment or location available to us to operate or begin construction, respectively.
Sale-Leaseback Transaction
On February 11, 2021, Par Hawaii, LLC (“PHL”) and Par Hawaii Property Company, LLC (collectively, the “Sellers”), both our wholly owned subsidiaries, entered into a Purchase Agreement and Escrow Instructions with MDC Coast HI 1, LLC, a subsidiary of Realty Income Corporation (the “Buyer”), and Fidelity National Title Insurance Company, pursuant to which the Sellers and Buyer agreed to consummate a sale-leaseback transaction (the “Sale-Leaseback Transactions”). Under the terms of the Purchase Agreement, the Sellers agreed to sell to the Buyer a total of twenty-two (22) retail convenience store/fuel station properties located in Hawaii (the “Sale-Leaseback Properties”) for an aggregate cash purchase price of $112.8 million, net of transaction fees.
On February 23, 2021, the Sellers and Buyer closed the Sale-Leaseback Transactions with respect to twenty-one (21) Sale-Leaseback Properties for an aggregate cash purchase price of approximately $107.0 million, net of transaction fees. On March 12, 2021, the Sellers and Buyer closed the sale of one additional property for an aggregate cash purchase price of approximately $5.8 million, net of transaction fees. We recognized a gain of $63.9 million as a result of these transactions, which is included in Loss (gain) on sale of assets, net on our consolidated statements of operations for the year ended December 31, 2021.
Upon the closings of the sales of the Sale-Leaseback Properties, PHL entered into a Master Land and Building Lease Agreement (the “Lease Agreement”) with the Buyer, pursuant to which, among other things, PHL leased the Sale-Leaseback Properties from the Buyer, on a commercial triple-net basis, for 15 years unless earlier terminated. The initial lease term may be
extended for up to four five-year renewal terms in accordance with the terms of the Lease Agreement. Under the terms of the Lease Agreement, PHL is responsible for monthly rent and all expenses related to the leased facilities, including, but not limited to, insurance premiums, taxes, and other expenses, such as utilities. As a result of the Sale-Leaseback Transactions, we recorded operating ROU assets and lease liabilities of $81.3 million. Certain of the Sale-Leaseback Properties were treated as failed sale-leaseback transactions based on the terms of the lease. As such, we retained the book value of the assets and recognized a finance liability of $12.4 million included in Other accrued liabilities and Other liabilities on our consolidated balance sheet.
In connection with PHL’s entry into the Lease Agreement, Par Petroleum, LLC, our wholly owned subsidiary, entered into a guaranty agreement in favor of the Buyer, pursuant to which, among other things, Par Petroleum, LLC guaranteed the payment when due of the monthly rent, and all other additional rent, interest, and charges payable by PHL to the Buyer under the Lease Agreement, and the performance by PHL of all the material terms, conditions, covenants, and agreements of the Lease Agreement.
Leases Leases
We have cancellable and non-cancellable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years or more. There are no material residual value guarantees associated with any of our leases.
The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities as of December 31, 2023 and 2022 and their placement within our consolidated balance sheets:
Lease typeBalance Sheet LocationDecember 31, 2023December 31, 2022
Assets
FinanceProperty, plant, and equipment$28,264 $21,150 
FinanceAccumulated amortization(12,212)(10,308)
FinanceProperty, plant, and equipment, net16,052 10,842 
OperatingOperating lease right-of-use assets346,454 350,761 
Total right-of-use assets$362,506 $361,603 
Liabilities
Current
FinanceOther accrued liabilities$1,820 $1,782 
OperatingOperating lease liabilities72,833 66,081 
Long-term
FinanceFinance lease liabilities12,438 6,311 
OperatingOperating lease liabilities282,517 292,701 
Total lease liabilities$369,608 $366,875 
Weighted-average remaining lease term (in years)
Finance11.025.60
Operating8.679.00
Weighted-average discount rate
Finance8.04 %7.38 %
Operating7.24 %7.10 %
The following table summarizes the lease costs recognized in our consolidated statements of operations (in thousands):
Year Ended December 31,
Lease cost type202320222021
Finance lease cost
Amortization of finance lease ROU assets$1,906 $1,917 $1,913 
Interest on lease liabilities636 619 655 
Operating lease cost98,928 89,591 91,882 
Variable lease cost9,246 5,478 6,716 
Short-term lease cost13,500 8,575 1,013 
Net lease cost$124,216 $106,180 $102,179 
Operating lease income (1)$(14,908)$(11,030)$(3,149)
_________________________________________________________
(1)At December 31, 2023 and 2022, Property, plant, and equipment, net associated with leased assets was approximately $9.5 million and $9.2 million, respectively. The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material.
The following table summarizes the supplemental cash flow information related to leases as follows (in thousands):
Year Ended December 31,
Lease type202320222021
Cash paid for amounts included in the measurement of liabilities
Financing cash flows from finance leases$1,693 $1,620 $1,914 
Operating cash flows from finance leases631 614 658 
Operating cash flows from operating leases98,416 85,681 89,677 
Non-cash supplemental amounts
ROU assets obtained in exchange for new finance lease liabilities7,896 594 1,936 
ROU assets obtained in exchange for new operating lease liabilities72,219 64,567 97,011 
ROU assets terminated in exchange for release from finance lease liabilities— — — 
ROU assets terminated in exchange for release from operating lease liabilities1,439 32,902 6,847 
The table below includes the estimated future undiscounted cash flows for finance and operating leases as of December 31, 2023 (in thousands):
For the year ending December 31, Finance leasesOperating leasesTotal
2024$3,414 $93,583 $96,997 
20252,668 63,897 66,565 
20262,222 57,383 59,605 
20272,027 56,067 58,094 
20281,206 52,023 53,229 
Thereafter9,856 134,526 144,382 
Total lease payments21,393 457,479 478,872 
Less amount representing interest(7,135)(102,129)(109,264)
Present value of lease liabilities$14,258 $355,350 $369,608 

Additionally, we have $22.5 million in future undiscounted cash flows for operating leases and no future undiscounted cash flows for finance leases that have not yet commenced. These leases are expected to commence when the lessor has made the equipment or location available to us to operate or begin construction, respectively.
Sale-Leaseback Transaction
On February 11, 2021, Par Hawaii, LLC (“PHL”) and Par Hawaii Property Company, LLC (collectively, the “Sellers”), both our wholly owned subsidiaries, entered into a Purchase Agreement and Escrow Instructions with MDC Coast HI 1, LLC, a subsidiary of Realty Income Corporation (the “Buyer”), and Fidelity National Title Insurance Company, pursuant to which the Sellers and Buyer agreed to consummate a sale-leaseback transaction (the “Sale-Leaseback Transactions”). Under the terms of the Purchase Agreement, the Sellers agreed to sell to the Buyer a total of twenty-two (22) retail convenience store/fuel station properties located in Hawaii (the “Sale-Leaseback Properties”) for an aggregate cash purchase price of $112.8 million, net of transaction fees.
On February 23, 2021, the Sellers and Buyer closed the Sale-Leaseback Transactions with respect to twenty-one (21) Sale-Leaseback Properties for an aggregate cash purchase price of approximately $107.0 million, net of transaction fees. On March 12, 2021, the Sellers and Buyer closed the sale of one additional property for an aggregate cash purchase price of approximately $5.8 million, net of transaction fees. We recognized a gain of $63.9 million as a result of these transactions, which is included in Loss (gain) on sale of assets, net on our consolidated statements of operations for the year ended December 31, 2021.
Upon the closings of the sales of the Sale-Leaseback Properties, PHL entered into a Master Land and Building Lease Agreement (the “Lease Agreement”) with the Buyer, pursuant to which, among other things, PHL leased the Sale-Leaseback Properties from the Buyer, on a commercial triple-net basis, for 15 years unless earlier terminated. The initial lease term may be
extended for up to four five-year renewal terms in accordance with the terms of the Lease Agreement. Under the terms of the Lease Agreement, PHL is responsible for monthly rent and all expenses related to the leased facilities, including, but not limited to, insurance premiums, taxes, and other expenses, such as utilities. As a result of the Sale-Leaseback Transactions, we recorded operating ROU assets and lease liabilities of $81.3 million. Certain of the Sale-Leaseback Properties were treated as failed sale-leaseback transactions based on the terms of the lease. As such, we retained the book value of the assets and recognized a finance liability of $12.4 million included in Other accrued liabilities and Other liabilities on our consolidated balance sheet.
In connection with PHL’s entry into the Lease Agreement, Par Petroleum, LLC, our wholly owned subsidiary, entered into a guaranty agreement in favor of the Buyer, pursuant to which, among other things, Par Petroleum, LLC guaranteed the payment when due of the monthly rent, and all other additional rent, interest, and charges payable by PHL to the Buyer under the Lease Agreement, and the performance by PHL of all the material terms, conditions, covenants, and agreements of the Lease Agreement.