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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________
FORM 10-Q
_________________________________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from    __________   to   ____________         
Commission File Number 1-3876
 _________________________________________________________________
HOLLYFRONTIER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
75-1056913
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
2828 N. Harwood, Suite 1300
 
 
Dallas
 
 
Texas
 
75201
(Address of principal executive offices)
 
(Zip Code)
(214) 871-3555
(Registrant’s telephone number, including area code)
_________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock $0.01 par value
HFC
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
161,886,097 shares of Common Stock, par value $.01 per share, were outstanding on May 1, 2020.



HOLLYFRONTIER CORPORATION
INDEX
 
 
Page
 
 
 
 
 
 
PART I. FINANCIAL INFORMATION
 
 
 
 
 
 
 
March 31, 2020 (Unaudited) and December 31, 2019
 
 
 
Three Months Ended March 31, 2020 and 2019
 
 
 
Three Months Ended March 31, 2020 and 2019
 
 
 
Three Months Ended March 31, 2020 and 2019
 
 
 
Three Months Ended March 31, 2020 and 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Index to Exhibits
 
 
Signatures



FORWARD-LOOKING STATEMENTS

References herein to HollyFrontier Corporation (“HollyFrontier”) include HollyFrontier and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, this Quarterly Report on Form 10-Q has been written in the first person. In this document, the words “we,” “our,” “ours” and “us” refer only to HollyFrontier and its consolidated subsidiaries or to HollyFrontier or an individual subsidiary and not to any other person with certain exceptions. Generally, the words “we,” “our,” “ours” and “us” include Holly Energy Partners, L.P. (“HEP”) and its subsidiaries as consolidated subsidiaries of HollyFrontier, unless when used in disclosures of transactions or obligations between HEP and HollyFrontier or its other subsidiaries. This document contains certain disclosures of agreements that are specific to HEP and its consolidated subsidiaries and do not necessarily represent obligations of HollyFrontier. When used in descriptions of agreements and transactions, “HEP” refers to HEP and its consolidated subsidiaries.

This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the federal securities laws. All statements, other than statements of historical fact included in this Form 10-Q, including, but not limited to, those under “Results of Operations,” “Liquidity and Capital Resources” and “Risk Management” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and those in Part II, Item 1 “Legal Proceedings” are forward-looking statements. Forward-looking statements use words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. These statements are based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties. All statements concerning our expectations for future results of operations are based on forecasts for our existing operations and do not include the potential impact of any future acquisitions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors including, but not limited to:

the extraordinary market environment and effects of the COVID-19 pandemic, including the continuation of a material decline in demand for refined petroleum products in markets we serve;
risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in our markets;
the spread between market prices for refined products and market prices for crude oil;
the possibility of constraints on the transportation of refined products or lubricant and specialty products;
the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines, whether due to infection in the workforce or in response to reductions in demand;
effects of governmental and environmental regulations and policies, including the effects of current restrictions on various commercial and economic activities in response to the COVID-19 pandemic;
the availability and cost of our financing;
the effectiveness of our capital investments and marketing strategies;
our efficiency in carrying out and consummating construction projects;
our ability to acquire refined or lubricant product operations or pipeline and terminal operations on acceptable terms and to integrate any existing or future acquired operations;
the possibility of terrorist or cyberattacks and the consequences of any such attacks;
general economic conditions, including uncertainty regarding the timing, pace and extent of an economic recovery in the United States;
further deterioration in gross margins or a prolonged economic slowdown due to the COVID-19 pandemic which could result in an impairment of goodwill; and
other financial, operational and legal risks and uncertainties detailed from time to time in our SEC filings.

Cautionary statements identifying important factors that could cause actual results to differ materially from our expectations are set forth in this Form 10-Q, including without limitation the forward-looking statements that are referred to above. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 under “Risk Factors” in Item 1A and in conjunction with the discussion in this Form 10-Q in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Liquidity and Capital Resources” and Part II, Item 1A, “Risk Factors.” All forward-looking statements included in this Form 10-Q and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly

3


qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

4


DEFINITIONS

Within this report, the following terms have these specific meanings:

BPD” means the number of barrels per calendar day of crude oil or petroleum products.

BPSD” means the number of barrels per stream day (barrels of capacity in a 24 hour period) of crude oil or petroleum products.

Base oil” is a lubricant grade oil initially produced from refining crude oil or through chemical synthesis that is used in producing lubricant products such as lubricating greases, motor oil and metal processing fluids.

Black wax crude oil” is a low sulfur, low gravity crude oil produced in the Uintah Basin in Eastern Utah that has certain characteristics that require specific facilities to transport, store and refine into transportation fuels.

Cracking” means the process of breaking down larger, heavier and more complex hydrocarbon molecules into simpler and lighter molecules.

Crude oil distillation” means the process of distilling vapor from liquid crudes, usually by heating, and condensing the vapor slightly above atmospheric pressure turning it back to liquid in order to purify, fractionate or form the desired products.

FCC,” or fluid catalytic cracking, means a refinery process that breaks down large complex hydrocarbon molecules into smaller more useful ones using a circulating bed of catalyst at relatively high temperatures.

LPG” means liquid petroleum gases.

Lubricant” or “lube” means a solvent neutral paraffinic product used in commercial heavy duty engine oils, passenger car oils and specialty products for industrial applications such as heat transfer, metalworking, rubber and other general process oil.

MMBTU” means one million British thermal units.

Rack back” represents the portion of our Lubricants and Specialty Products business operations that entails the processing of feedstocks into base oils.

Rack forward” represents the portion of our Lubricants and Specialty Products business operations that entails the processing of base oils into finished lubricants and the packaging, distribution and sale to customers.

Refinery gross margin” means the difference between average net sales price and average cost per barrel sold. This does not include the associated depreciation and amortization costs.

“RINs” means renewable identification numbers and refers to serial numbers assigned to credits generated from renewable fuel production under the Environmental Protection Agency’s Renewable Fuel Standard (“RFS”) regulations, which require blending renewable fuels into the nation’s fuel supply. In lieu of blending, refiners may purchase these transferable credits in order to comply with the regulations.

Sour crude oil” means crude oil containing quantities of sulfur greater than 0.4 percent by weight, while “sweet crude oil” means crude oil containing quantities of sulfur equal to or less than 0.4 percent by weight.

Vacuum distillation” means the process of distilling vapor from liquid crudes, usually by heating, and condensing the vapor below atmospheric pressure turning it back to a liquid in order to purify, fractionate or form the desired products.

“White oil” is an extremely pure, highly-refined petroleum product that has a wide variety of applications ranging from pharmaceutical to cosmetic products.

“WTI” means West Texas Intermediate and is a grade of crude oil used as a common benchmark in oil pricing. WTI is a sweet crude oil and has a relatively low density.



5


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
HOLLYFRONTIER CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
 
March 31,
2020
 
December 31, 2019
 
 
(Unaudited)
 
 
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents (HEP: $19,282 and $13,287, respectively)
 
$
909,126

 
$
885,162

 
 
 
 
 
Accounts receivable: Product and transportation (HEP: $15,638 and $18,732, respectively)
 
518,931

 
834,771

Crude oil resales
 
50,251

 
44,914

 
 
569,182

 
879,685

Inventories: Crude oil and refined products
 
762,654

 
1,282,789

Materials, supplies and other (HEP: $937 and $833, respectively)
 
180,981

 
191,413

 
 
943,635

 
1,474,202

Income taxes receivable
 
6,213

 
5,478

Prepayments and other (HEP: $6,610 and $6,795, respectively)
 
80,982

 
61,662

Total current assets
 
2,509,138

 
3,306,189

 
 
 
 
 
Properties, plants and equipment, at cost (HEP: $2,054,740 and $2,047,674, respectively)
 
7,256,717

 
7,237,297

Less accumulated depreciation (HEP: $(562,596) and $(552,786), respectively)
 
(2,487,350
)
 
(2,414,585
)
 
 
4,769,367

 
4,822,712

Operating lease right-of-use assets (HEP: $3,587 and $2,652, respectively)
 
435,435

 
467,109

 
 
 
 
 
Other assets: Turnaround costs
 
491,146

 
521,278

Goodwill (HEP: $312,873 and $312,873, respectively)
 
2,373,400

 
2,373,907

Intangibles and other (HEP: $319,143 and $319,569, respectively)
 
643,308

 
673,646

 
 
3,507,854

 
3,568,831

Total assets
 
$
11,221,794

 
$
12,164,841

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable (HEP: $20,092 and $18,050, respectively)
 
$
841,383

 
$
1,215,555

Income taxes payable
 
17,054

 
27,965

Operating lease liabilities (HEP: $3,753 and $3,608, respectively)
 
102,600

 
104,415

Accrued liabilities (HEP: $24,940 and $30,418, respectively)
 
347,843

 
337,993

Total current liabilities
 
1,308,880

 
1,685,928

 
 
 
 
 
Long-term debt (HEP: $1,502,154 and $1,462,031, respectively)
 
2,496,006

 
2,455,640

Noncurrent operating lease liabilities (HEP: $72,163 and $72,000, respectively)
 
334,588

 
364,420

Deferred income taxes (HEP: $428 and $424, respectively)
 
723,581

 
889,270

Other long-term liabilities (HEP: $41,842 and $59,021, respectively)
 
248,261

 
260,157

 
 
 
 
 
Equity:
 
 
 
 
HollyFrontier stockholders’ equity:
 
 
 
 
Preferred stock, $1.00 par value – 5,000,000 shares authorized; none issued
 

 

Common stock $.01 par value – 320,000,000 shares authorized; 256,042,554 shares issued as of March 31, 2020 and December 31, 2019
 
2,560

 
2,560

Additional capital
 
4,208,334

 
4,204,547

Retained earnings
 
4,382,249

 
4,744,120

Accumulated other comprehensive income (loss)
 
(12,149
)
 
14,774

Common stock held in treasury, at cost – 94,158,259 and 94,196,029 shares as of March 31, 2020 and December 31, 2019, respectively
 
(2,986,833
)
 
(2,987,808
)
Total HollyFrontier stockholders’ equity
 
5,594,161

 
5,978,193

Noncontrolling interest
 
516,317

 
531,233

Total equity
 
6,110,478

 
6,509,426

Total liabilities and equity
 
$
11,221,794

 
$
12,164,841


Parenthetical amounts represent asset and liability balances attributable to Holly Energy Partners, L.P. (“HEP”) as of March 31, 2020 and December 31, 2019. HEP is a variable interest entity.


6


See accompanying notes.
HOLLYFRONTIER CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)

 
 
Three Months Ended
March 31,
 
 
2020
 
2019
 
 
 
 
 
Sales and other revenues
 
$
3,400,545

 
$
3,897,247

Operating costs and expenses:
 
 
 
 
Cost of products sold (exclusive of depreciation and amortization):
 
 
 
 
Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)
 
2,693,726

 
3,199,205

Lower of cost or market inventory valuation adjustment
 
560,464

 
(232,346
)
 
 
3,254,190

 
2,966,859

Operating expenses (exclusive of depreciation and amortization)
 
328,345

 
331,592

Selling, general and administrative expenses (exclusive of depreciation and amortization)
 
87,737

 
88,034

Depreciation and amortization
 
140,575

 
121,421

Total operating costs and expenses
 
3,810,847

 
3,507,906

Income (loss) from operations
 
(410,302
)
 
389,341

Other income (expense):
 
 
 
 
Earnings of equity method investments
 
1,714

 
2,100

Interest income
 
4,073

 
6,375

Interest expense
 
(22,639
)
 
(36,647
)
Loss on early extinguishment of debt
 
(25,915
)
 

Gain (loss) on foreign currency transactions
 
(4,233
)
 
2,265

Other, net
 
1,850

 
557

 
 
(45,150
)
 
(25,350
)
Income (loss) before income taxes
 
(455,452
)
 
363,991

Income tax expense (benefit):
 
 
 
 
Current
 
(11,440
)
 
55,284

Deferred
 
(150,726
)
 
32,221

 
 
(162,166
)
 
87,505

Net income (loss)
 
(293,286
)
 
276,486

Less net income attributable to noncontrolling interest
 
11,337

 
23,431

Net income (loss) attributable to HollyFrontier stockholders
 
$
(304,623
)
 
$
253,055

Earnings (loss) per share attributable to HollyFrontier stockholders:
 
 
 
 
Basic
 
$
(1.88
)
 
$
1.48

Diluted
 
$
(1.88
)
 
$
1.47

Average number of common shares outstanding:
 
 
 
 
Basic
 
161,873

 
170,851

Diluted
 
161,873

 
172,239


See accompanying notes.

7


HOLLYFRONTIER CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
 
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
 
 
 
 
 
Net income (loss)
 
$
(293,286
)
 
$
276,486

Other comprehensive income (loss):
 
 
 
 
Foreign currency translation adjustment
 
(21,586
)
 
4,363

Hedging instruments:
 
 
 
 
Change in fair value of cash flow hedging instruments
 
(6,748
)
 
15,590

Reclassification adjustments to net income on settlement of cash flow hedging instruments
 
(6,576
)
 
(1,642
)
Net unrealized gain (loss) on hedging instruments
 
(13,324
)
 
13,948

Pension and other post-retirement benefit obligations:
 
 
 
 
Actuarial loss on pension plans
 
(45
)
 
(72
)
Actuarial gain (loss) on post-retirement healthcare plans
 
3

 
(2
)
Net change in pension and other post-retirement benefit obligations
 
(42
)
 
(74
)
Other comprehensive income (loss) before income taxes
 
(34,952
)
 
18,237

Income tax expense (benefit)
 
(8,029
)
 
4,462

Other comprehensive income (loss)
 
(26,923
)
 
13,775

Total comprehensive income (loss)
 
(320,209
)
 
290,261

Less noncontrolling interest in comprehensive income
 
11,337

 
23,431

Comprehensive income (loss) attributable to HollyFrontier stockholders
 
$
(331,546
)
 
$
266,830


See accompanying notes.


8


HOLLYFRONTIER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 
 
Three Months Ended March 31,
 
 
2020
 
2019
Cash flows from operating activities:
 
 
 
 
Net income (loss)
 
$
(293,286
)
 
$
276,486

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
140,575

 
121,421

Lower of cost or market inventory valuation adjustment
 
560,464

 
(232,346
)
Earnings of equity method investments, inclusive of distributions
 
(1,164
)
 
(111
)
Loss on early extinguishment of debt
 
25,915

 

Gain on sale of assets
 
(312
)
 
(9
)
Deferred income taxes
 
(150,726
)
 
32,221

Equity-based compensation expense
 
6,330

 
9,374

Change in fair value – derivative instruments
 
(41,641
)
 
20,909

(Increase) decrease in current assets:
 
 
 
 
Accounts receivable
 
301,535

 
(315,106
)
Inventories
 
(50,468
)
 
3,967

Income taxes receivable
 
(816
)
 
(1,292
)
Prepayments and other
 
6,741

 
6,543

Increase (decrease) in current liabilities:
 
 
 
 
Accounts payable
 
(328,222
)
 
270,802

Income taxes payable
 
(11,056
)
 
55,555

Accrued liabilities
 
16,892

 
43,480

Turnaround expenditures
 
(38,653
)
 
(78,597
)
Other, net
 
47,990

 
3,519

Net cash provided by operating activities
 
190,098

 
216,816

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Additions to properties, plants and equipment
 
(64,807
)
 
(53,017
)
Additions to properties, plants and equipment – HEP
 
(18,942
)
 
(10,718
)
Purchase of Sonneborn, net of cash acquired
 

 
(663,385
)
Investment in equity company - HEP
 
(2,345
)
 

Other, net
 

 
395

Net cash used for investing activities
 
(86,094
)
 
(726,725
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Borrowings under credit agreements
 
112,000

 
104,000

Repayments under credit agreements
 
(67,000
)
 
(85,000
)
Proceeds from issuance of senior notes - HEP
 
500,000

 

Redemption of senior notes - HEP
 
(522,500
)
 

Purchase of treasury stock
 
(1,062
)
 
(77,825
)
Dividends
 
(57,248
)
 
(56,849
)
Distributions to noncontrolling interests
 
(33,918
)
 
(33,673
)
Contributions from noncontrolling interests
 
7,304

 

Payments on finance leases
 
(410
)
 
(408
)
Deferred financing costs
 
(8,478
)
 

Other, net
 
(145
)
 
(373
)
Net cash used for financing activities
 
(71,457
)
 
(150,128
)
 
 
 
 
 
Effect of exchange rate on cash flow
 
(8,583
)
 
1,424

 
 
 
 
 
Cash and cash equivalents:
 
 
 
 
Increase (decrease) for the period
 
23,964

 
(658,613
)
Beginning of period
 
885,162

 
1,154,752

End of period
 
$
909,126

 
$
496,139

 
 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
 
Cash paid during the period for:
 
 
 
 
Interest
 
$
(26,707
)
 
$
(26,743
)
Income taxes, net
 
$
(1,201
)
 
$
(2,686
)

See accompanying notes.

9


HOLLYFRONTIER CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In thousands except per share data)

 
HollyFrontier Stockholders' Equity
 
 
 
 
 
Common Stock
 
 Additional Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Treasury Stock
 
Non-controlling Interest
 
Total
Equity
 
 
Balance at December 31, 2019
$
2,560

 
$
4,204,547

 
$
4,744,120

 
$
14,774

 
$
(2,987,808
)
 
$
531,233

 
$
6,509,426

Net income (loss)

 

 
(304,623
)
 

 

 
11,337

 
(293,286
)
Dividends ($0.35 declared per common share)

 

 
(57,248
)
 

 

 

 
(57,248
)
Distributions to noncontrolling interest holders

 

 

 

 

 
(33,918
)
 
(33,918
)
Other comprehensive loss, net of tax

 

 

 
(26,923
)
 

 

 
(26,923
)
Issuance of common stock under incentive compensation plans, net of forfeitures

 
(2,037
)
 

 

 
2,037

 

 

Equity-based compensation

 
5,824

 

 

 

 
506

 
6,330

Purchase of treasury stock

 

 

 

 
(1,062
)
 

 
(1,062
)
Purchase of HEP units for restricted grants

 

 

 

 

 
(145
)
 
(145
)
Contributions from joint venture partner

 

 

 

 

 
7,304

 
7,304

Balance at March 31, 2020
$
2,560

 
$
4,208,334

 
$
4,382,249

 
$
(12,149
)
 
$
(2,986,833
)
 
$
516,317

 
$
6,110,478



 
HollyFrontier Stockholders' Equity
 
 
 
 
 
Common Stock
 
 Additional Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Income
 
Treasury Stock
 
Non-controlling Interest
 
Total
Equity
 
 
Balance at December 31, 2018
$
2,560

 
$
4,196,125

 
$
4,196,902

 
$
13,623

 
$
(2,490,639
)
 
$
540,488

 
$
6,459,059

Net income

 

 
253,055

 

 

 
23,431

 
276,486

Dividends ($0.33 declared per common share)

 

 
(56,849
)
 

 

 

 
(56,849
)
Distributions to noncontrolling interest holders

 

 

 

 

 
(33,673
)
 
(33,673
)
Other comprehensive income, net of tax

 

 

 
13,775

 

 

 
13,775

Issuance of common stock under incentive compensation plans, net of forfeitures

 
3

 

 

 
(3
)
 

 

Equity-based compensation

 
8,713

 

 

 

 
661

 
9,374

Purchase of treasury stock

 

 

 

 
(73,225
)
 

 
(73,225
)
Purchase of HEP units for restricted grants

 

 

 

 

 
(373
)
 
(373
)
Balance at March 31, 2019
$
2,560

 
$
4,204,841

 
$
4,393,108

 
$
27,398

 
$
(2,563,867
)
 
$
530,534

 
$
6,594,574


See accompanying notes.


10


HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1:
Description of Business and Presentation of Financial Statements

References herein to HollyFrontier Corporation (“HollyFrontier”) include HollyFrontier and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, this Quarterly Report on Form 10-Q has been written in the first person. In these financial statements, the words “we,” “our,” “ours” and “us” refer only to HollyFrontier and its consolidated subsidiaries or to HollyFrontier or an individual subsidiary and not to any other person, with certain exceptions. Generally, the words “we,” “our,” “ours” and “us” include Holly Energy Partners, L.P. (“HEP”) and its subsidiaries as consolidated subsidiaries of HollyFrontier, unless when used in disclosures of transactions or obligations between HEP and HollyFrontier or its other subsidiaries. These financial statements contain certain disclosures of agreements that are specific to HEP and its consolidated subsidiaries and do not necessarily represent obligations of HollyFrontier. When used in descriptions of agreements and transactions, “HEP” refers to HEP and its consolidated subsidiaries.

We are an independent petroleum refiner and marketer that produces high-value light products such as gasoline, diesel fuel, jet fuel and other specialty products. We own and operate petroleum refineries that serve markets throughout the Mid-Continent, Southwest and Rocky Mountain regions of the United States. In addition, we produce base oils and other specialized lubricants in the United States, Canada and the Netherlands, with retail and wholesale marketing of our products through a global sales network with locations in Canada, the United States, Europe, China and Latin America.

As of March 31, 2020, we:
owned and operated a petroleum refinery in El Dorado, Kansas (the “El Dorado Refinery”), two refinery facilities located in Tulsa, Oklahoma (collectively, the “Tulsa Refineries”), a refinery in Artesia, New Mexico that is operated in conjunction with crude oil distillation and vacuum distillation and other facilities situated 65 miles away in Lovington, New Mexico (collectively, the “Navajo Refinery”), a refinery located in Cheyenne, Wyoming (the “Cheyenne Refinery”) and a refinery in Woods Cross, Utah (the “Woods Cross Refinery”);
owned and operated Petro-Canada Lubricants Inc. (“PCLI”) located in Mississauga, Ontario, which produces base oils and other specialized lubricant products;
owned and operated Sonneborn (as defined below) with manufacturing facilities in Petrolia, Pennsylvania and the Netherlands, which produce specialty lubricant products, such as white oils, petrolatums and waxes;
owned and operated Red Giant Oil Company LLC (“Red Giant Oil”), which supplies locomotive engine oil and has storage and distribution facilities in Iowa, Kansas, Utah and Wyoming, along with a blending and packaging facility in Texas;
owned and operated HollyFrontier Asphalt Company LLC (“HFC Asphalt”), which operates various asphalt terminals in Arizona, New Mexico and Oklahoma; and
owned a 57% limited partner interest and a non-economic general partner interest in HEP, a variable interest entity (“VIE”). HEP owns and operates logistic assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and refinery processing units that principally support our refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountain regions of the United States.

On November 12, 2018, we entered into an equity purchase agreement to acquire 100% of the issued and outstanding capital stock of Sonneborn US Holdings Inc. and 100% of the membership rights in Sonneborn Coöperatief U.A. (collectively, “Sonneborn”). The acquisition closed on February 1, 2019. Aggregate consideration totaled $701.6 million and consisted of $662.7 million in cash paid at acquisition, net of cash acquired. Sonneborn is a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe.

This transaction was accounted for as a business combination using the acquisition method of accounting, with the purchase price allocated to the fair value of the acquired Sonneborn assets and liabilities as of the February 1, 2019 acquisition date, with the excess purchase price recorded as goodwill assigned to our Lubricants and Specialty Products segment. This goodwill is not deductible for income tax purposes. Fair values are as follows: cash and cash equivalents $38.9 million, current assets $139.4 million, properties, plants and equipment $168.2 million, goodwill $282.3 million, intangibles and other noncurrent assets $231.5 million, current liabilities $47.9 million and deferred income tax and other long-term liabilities $110.8 million.


11


We incurred $1.3 million and $12.6 million for the three months ended March 31, 2020 and 2019, respectively, in incremental direct integration and regulatory costs that principally relate to legal, advisory and other professional fees and are presented as selling, general and administrative expenses.

We have prepared these consolidated financial statements without audit. In management’s opinion, these consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of our consolidated financial position as of March 31, 2020, the consolidated results of operations, comprehensive income and statements of equity for the three months ended March 31, 2020 and 2019 and consolidated cash flows for the three months ended March 31, 2020 and 2019 in accordance with the rules and regulations of the SEC. Although certain notes and other information required by generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted, we believe that the disclosures in these consolidated financial statements are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2019 that has been filed with the SEC.

Our results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results of operations to be realized for the year ending December 31, 2020.

Accounts Receivable: Our accounts receivable consist of amounts due from customers that are primarily companies in the petroleum industry. Credit is extended based on our evaluation of the customer’s financial condition, and in certain circumstances collateral, such as letters of credit or guarantees, is required. We reserve for doubtful accounts based on our historical loss experience as well as expected credit losses from current economic conditions and management’s expectations of future economic conditions. Credit losses are charged to the allowance for doubtful accounts when an account is deemed uncollectible. Our allowance for doubtful accounts was $3.4 million at March 31, 2020 and $4.5 million at December 31, 2019.

Inventories: Inventories related to our refining operations are stated at the lower of cost, using the last-in, first-out (“LIFO”) method for crude oil and unfinished and finished refined products, or market. In periods of rapidly declining prices, LIFO inventories may have to be written down to market value due to the higher costs assigned to LIFO layers in prior periods. In addition, the use of the LIFO inventory method may result in increases or decreases to cost of sales in years that inventory volumes decline as the result of charging cost of sales with LIFO inventory costs generated in prior periods. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and are subject to the final year-end LIFO inventory valuation.

Inventories of our Petro-Canada Lubricants and Sonneborn businesses are stated at the lower of cost, using the first-in, first-out (“FIFO”) method, or net realizable value.

Inventories consisting of process chemicals, materials and maintenance supplies and renewable identification numbers (“RINs”) are stated at the lower of weighted-average cost or net realizable value.

Leases: At inception, we determine if an arrangement is or contains a lease. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our payment obligation under the leasing arrangement. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use our estimated incremental borrowing rate (“IBR”) to determine the present value of lease payments as most of our leases do not contain an implicit rate. Our IBR represents the interest rate which we would pay to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term in a similar economic environment. We use the implicit rate when readily determinable.

Operating leases are recorded in operating lease right-of-use assets and current and noncurrent operating lease liabilities on our consolidated balance sheet. Finance leases are included in properties, plants and equipment and accrued liabilities and other long-term liabilities on our consolidated balance sheet.


12


Our lease term includes an option to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of 12 months or less are not recorded on our balance sheet. For certain equipment leases, we apply a portfolio approach for the operating lease ROU assets and liabilities. Also, as a lessee, we separate non-lease components that are identifiable and exclude them from the determination of net present value of lease payment obligations. In addition, HEP, as a lessor, does not separate the non-lease (service) component in contracts in which the lease component is the dominant component. HEP treats these combined components as an operating lease.

Goodwill and Long-lived Assets: As of March 31, 2020, our goodwill balance was $2.4 billion, with goodwill assigned to our Refining, Lubricants and Specialty Products and HEP segments of $1,733.5 million, $327.1 million and $312.9 million, respectively. See Note 15 for additional information on our segments. The carrying amount of our goodwill may fluctuate from period to period due to the effects of foreign currency translation adjustments on goodwill assigned to our Lubricants and Specialty Products segment. Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired and liabilities assumed. Goodwill is not subject to amortization and is tested annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Our goodwill impairment testing first entails either a quantitative assessment or an optional qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that based on the qualitative factors that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, a quantitative test is performed in which we estimate the fair value of the related reporting unit. If the carrying amount of a reporting unit exceeds its fair value, the goodwill of that reporting unit is impaired, and we measure goodwill impairment as the excess of the carrying amount of the reporting unit over the related fair value.

Our long-lived assets principally consist of our refining assets that are organized as refining asset groups and the assets of our Lubricants and Specialty Products asset groups. The refinery asset groups also constitute our individual refinery reporting units that are used for testing and measuring goodwill impairments. Our long-lived assets are evaluated for impairment by identifying whether indicators of impairment exist and if so, assessing whether the long-lived assets are recoverable from estimated future undiscounted cash flows. The actual amount of impairment loss measured, if any, is equal to the amount by which the asset group’s carrying value exceeds its fair value.

Due to the recent economic slowdown caused by the COVID-19 pandemic, we performed a qualitative analysis of whether it is more likely than not that the fair value of our reporting units that include goodwill balances is less than their carrying amounts as of March 31, 2020. These effects of this recent economic slowdown on our operating results and financial position include reductions in the prices of our finished goods, raw materials and the related decrease in our gross margins. As of March 31, 2020, we have concluded that it is more likely than not that the carrying amounts of our reporting units that include goodwill are less than their fair value. A reasonable expectation exists that further deterioration in gross margins or a prolonged economic slowdown due to COVID-19 could result in an impairment of goodwill at some point in the future. Such impairment charges could be material. Our annual goodwill impairment testing is performed on July 1.

Revenue Recognition: Revenue on refined product and excess crude oil sales are recognized when delivered (via pipeline, in-tank or rack) and the customer obtains control of such inventory, which is typically when title passes and the customer is billed. All revenues are reported inclusive of shipping and handling costs billed and exclusive of any taxes billed to customers. Shipping and handling costs incurred are reported as cost of products sold.

Our lubricants and specialty products business has sales agreements with marketers and distributors that provide certain rights of return or provisions for the repurchase of products previously sold to them. Under these agreements, revenues and cost of revenues are deferred until the products have been sold to end customers. Our lubricants and specialty products business also has agreements that create an obligation to deliver products at a future date for which consideration has already been received and recorded as deferred revenue. This revenue is recognized when the products are delivered to the customer.


13


HEP recognizes revenues as products are shipped through its pipelines and terminals and as other services are rendered. Additionally, HEP has certain throughput agreements that specify minimum volume requirements, whereby HEP bills a customer for a minimum level of shipments in the event a customer ships below their contractual requirements. If there are no future performance obligations, HEP recognizes these deficiency payments as revenue. In certain of these throughput agreements, a customer may later utilize such shortfall billings as credit towards future volume shipments in excess of its minimum levels within its respective contractual shortfall make-up period. Such amounts represent an obligation to perform future services, which may be initially deferred and later recognized as revenue based on estimated future shipping levels, including the likelihood of a customer’s ability to utilize such amounts prior to the end of the contractual shortfall make-up period. HEP recognizes the service portion of these deficiency payments as revenue when HEP does not expect it will be required to satisfy these performance obligations in the future based on the pattern of rights exercised by the customer. Payment terms under our contracts with customers are consistent with industry norms and are typically payable within 30 days of the date of invoice.

Foreign Currency Translation: Assets and liabilities recorded in foreign currencies are translated into U.S. dollars using exchange rates in effect as of the balance sheet date. Revenue and expense accounts are translated using the weighted-average exchange rates during the period presented. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income.

In connection with our PCLI acquisition, we issued intercompany notes to initially fund certain of our foreign businesses. Remeasurement adjustments resulting from the conversion of such intercompany financing amounts to functional currencies are recorded as gains and losses as a component of other income (expense) in the income statement. Such adjustments are not recorded to the Lubricants and Specialty Products segment operations, but to Corporate and Other. See Note 15 for additional information on our segments.

Income Taxes: Provisions for income taxes include deferred taxes resulting from temporary differences in income for financial and tax purposes, using the liability method of accounting for income taxes. The liability method requires the effect of tax rate changes on deferred income taxes to be reflected in the period in which the rate change was enacted. The liability method also requires that deferred tax assets be reduced by a valuation allowance unless it is more likely than not that the assets will be realized.

Potential interest and penalties related to income tax matters are recognized in income tax expense. We believe we have appropriate support for the income tax positions taken and to be taken on our income tax returns and that our accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter.

For the three months ended March 31, 2020, we recorded an income tax benefit of $162.2 million compared to income tax expense of $87.5 million for the three months ended March 31, 2019. This decrease was due principally to a pre-tax loss during the three months ended March 31, 2020 compared to pre-tax earnings in the same period of 2019. Our effective tax rates were 35.6% and 24.0% for the three months ended March 31, 2020 and 2019, respectively. The year-over-year increase in the effective tax rate is due principally to the relationship between the pre-tax loss and the earnings attributable to the noncontrolling interest that is not included in income for tax purposes.

Inventory Repurchase Obligations: We periodically enter into same-party sell / buy transactions, whereby we sell certain refined product inventory and subsequently repurchase the inventory in order to facilitate delivery to certain locations. Such sell / buy transactions are accounted for as inventory repurchase obligations under which proceeds received under the initial sell is recognized as an inventory repurchase obligation that is subsequently reversed when the inventory is repurchased. For the three months ended March 31, 2020 and 2019, we received proceeds of $14.4 million and $13.2 million, respectively, and subsequently repaid $11.8 million and $13.1 million, respectively, under these sell / buy transactions.

Accounting Pronouncements - Recently Adopted

Income Tax Accounting
In December 2019, Accounting Standards Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes,” was issued which eliminates some exceptions to the general approach in ASC Topic 740 “Income Taxes” and also provides clarification of other aspects of ASC 740. We adopted this standard effective January 1, 2020 on a prospective basis, and recognized an income tax benefit for the three months ended March 31, 2020 based upon the application of our estimated annual effective tax rate to our pre-tax loss.


14


Credit Losses Measurement
In June 2016, ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” was issued requiring measurement of all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. We adopted this standard effective January 1, 2020, at which time our review of historic and expected credit losses resulted in a decrease of $3.2 million in our reserve for doubtful accounts, however; our reserve was subsequently increased $2.1 million at March 31, 2020 upon our assessment of the potential impact of current economic conditions.


NOTE 2:
Holly Energy Partners

HEP is a publicly held master limited partnership that owns and operates logistic assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and refinery processing units that principally support our refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountain regions of the United States and Delek US Holdings, Inc.’s (“Delek”) refinery in Big Spring, Texas. Additionally, as of March 31, 2020, HEP owned a 75% interest in UNEV Pipeline, LLC (“UNEV”), the owner of a pipeline running from Woods Cross, Utah to Las Vegas, Nevada (the “UNEV Pipeline”) and associated product terminals, and a 50% ownership interest in each of Osage Pipe Line Company, LLC, the owner of a pipeline running from Cushing, Oklahoma to El Dorado, Kansas (the “Osage Pipeline”); Cheyenne Pipeline, LLC, the owner of a pipeline running from Fort Laramie, Wyoming to Cheyenne, Wyoming (the “Cheyenne Pipeline”) and Cushing Connect Pipeline & Terminal LLC (“Cushing Connect”), the owner of a crude oil storage terminal in Cushing, Oklahoma and a to-be-constructed pipeline that will run from Cushing, Oklahoma to our Tulsa Refineries.

At March 31, 2020, we owned a 57% limited partner interest and a non-economic general partner interest in HEP. As the general partner of HEP, we have the sole ability to direct the activities that most significantly impact HEP’s financial performance, and therefore as HEP's primary beneficiary, we consolidate HEP.

HEP has two primary customers (including us) and generates revenues by charging tariffs for transporting petroleum products and crude oil through its pipelines, by charging fees for terminalling refined products and other hydrocarbons, and by storing and providing other services at its storage tanks and terminals. Under our long-term transportation agreements with HEP (discussed further below), we accounted for 79% of HEP’s total revenues for the three months ended March 31, 2020. We do not provide financial or equity support through any liquidity arrangements and / or debt guarantees to HEP.

HEP has outstanding debt under a senior secured revolving credit agreement and its senior notes. HEP’s creditors have no recourse to our assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries. See Note 9 for a description of HEP’s debt obligations.

HEP has risk associated with its operations. If a major customer of HEP were to terminate its contracts or fail to meet desired shipping or throughput levels for an extended period of time, revenue would be reduced and HEP could suffer substantial losses to the extent that a new customer is not found. In the event that HEP incurs a loss, our operating results will reflect HEP’s loss, net of intercompany eliminations, to the extent of our ownership interest in HEP at that point in time.

Cushing Connect Joint Venture
In October 2019, HEP Cushing LLC (“HEP Cushing”), a wholly-owned subsidiary of HEP, and Plains Marketing, L.P. (“PMLP”), a wholly-owned subsidiary of Plains All American Pipeline, L.P. (“Plains”), formed a 50/50 joint venture, Cushing Connect, for (i) the development and construction of a new 160,000 barrel per day common carrier crude oil pipeline (the “Cushing Connect Pipeline”) that will connect the Cushing, Oklahoma crude oil hub to our Tulsa Refineries and (ii) the ownership and operation of 1.5 million barrels of crude oil storage in Cushing, Oklahoma (the “Cushing Connect Terminal”). The Cushing Connect Terminal is expected to be placed in service during the second quarter of 2020, and the Cushing Connect Pipeline is expected to be placed in service during the first quarter of 2021. Long-term commercial agreements have been entered into to support the Cushing Connect assets.

Cushing Connect will contract with an affiliate of HEP to manage the construction and operation of the Cushing Connect Pipeline and with an affiliate of Plains to manage the operation of the Cushing Connect Terminal. The total investment in Cushing Connect will be shared proportionately among the partners, and HEP estimates its share of the cost of the Cushing Connect Terminal contributed by Plains and Cushing Connect Pipeline construction costs are approximately $65.0 million.


15


Cushing Connect and its two subsidiaries, Cushing Connect Pipeline and Cushing Connect Terminal, are each VIE’s because they do not have sufficient equity at risk to finance their activities without additional financial support. HEP is the primary beneficiary of two of these entities as HEP is constructing and will operate the Cushing Connect Pipeline, and HEP has more ability to direct the activities that most significantly impact the financial performance of Cushing Connect and Cushing Connect Pipeline. Therefore, HEP consolidates these two entities. HEP is not the primary beneficiary of Cushing Connect Terminal, which HEP accounts for using the equity method of accounting.

Transportation Agreements
HEP serves our refineries under long-term pipeline, terminal and tankage throughput agreements and refinery processing tolling agreements expiring from 2021 through 2036. Under these agreements, we pay HEP fees to transport, store and process throughput volumes of refined products, crude oil and feedstocks on HEP’s pipeline, terminals, tankage, loading rack facilities and refinery processing units that result in minimum annual payments to HEP including UNEV (a consolidated subsidiary of HEP). Under these agreements, the agreed upon tariff rates are subject to annual tariff rate adjustments on July 1 at a rate based upon the percentage change in Producer Price Index or Federal Energy Regulatory Commission index. As of March 31, 2020, these agreements result in minimum annualized payments to HEP of $348.2 million.

Our transactions with HEP and fees paid under our transportation agreements with HEP and UNEV are eliminated and have no impact on our consolidated financial statements.

HEP Common Unit Continuous Offering Program
In May 2016, HEP established a continuous offering program under which HEP may issue and sell common units from time to time, representing limited partner interests, up to an aggregate gross sales amount of $200 million. During the three months ended March 31, 2020, HEP did not issue any common units under this program. As of March 31, 2020, HEP has issued 2,413,153 common units under this program, providing $82.3 million in gross proceeds.


NOTE 3:
Revenues

Substantially all revenue-generating activities relate to sales of refined product and excess crude oil inventories sold at market prices (variable consideration) under contracts with customers. Additionally, we have revenues attributable to HEP logistics services provided under petroleum product and crude oil pipeline transportation, processing, storage and terminalling agreements with third parties.

Disaggregated revenues were as follows:    
 
 
Three Months Ended March 31,
 
 
2020
 
2019
 
(In thousands)
Revenues by type
 
 
 
 
Refined product revenues
 
 
 
 
Transportation fuels (1)
 
$
2,478,347

 
$
2,807,440

Specialty lubricant products (2)
 
470,953

 
444,342

Asphalt, fuel oil and other products (3)
 
201,343

 
218,858

Total refined product revenues
 
3,150,643

 
3,470,640

Excess crude oil revenues (4)
 
199,779

 
382,630

Transportation and logistic services
 
26,426

 
31,138

Other revenues (5)
 
23,697

 
12,839

Total sales and other revenues
 
$
3,400,545

 
$
3,897,247


16


 
 
Three Months Ended March 31,
 
 
2020
 
2019
 
(In thousands)
Refined product revenues by market
 
 
 
 
United States
 
 
 
 
Mid-Continent
 
$
1,532,924

 
$
1,730,505

Southwest
 
734,175

 
850,149

Rocky Mountains
 
468,779

 
515,335

Northeast
 
159,824

 
127,891

Canada
 
182,653

 
177,355

Europe, Asia and Latin America
 
72,288

 
69,405

Total refined product revenues
 
$
3,150,643

 
$
3,470,640


(1)
Transportation fuels consist of gasoline, diesel and jet fuel.
(2)
Specialty lubricant products consist of base oil, waxes, finished lubricants and other specialty fluids.
(3)
Asphalt, fuel oil and other products revenue include revenues attributable to our Refining and Lubricants and Specialty Products segments of $148,797 and $52,546, respectively, for the three months ended March 31, 2020, and $169,866 and $48,992, respectively, for the three months ended March 31, 2019.
(4)
Excess crude oil revenues represent sales of purchased crude oil inventory that at times exceeds the supply needs of our refineries.
(5)
Other revenues are principally attributable to our Refining segment.

Our consolidated balance sheet reflects contract liabilities related to unearned revenues attributable to future service obligations under HEP’s third-party transportation agreements and production agreements from the acquisition of Sonneborn on February 1, 2019. The following table presents changes to our contract liabilities during the three months ended March 31, 2020 and 2019.

 
 
Three Months Ended March 31,
 
 
2020
 
2019
 
 
(In thousands)
Balance at January 1
 
$
4,652

 
$
132

Sonneborn acquisition
 

 
6,463

Increase
 
10,419

 
3,968

Recognized as revenue
 
(9,712
)
 
(3,966
)
Balance at March 31
 
$
5,359

 
$
6,597



As of March 31, 2020, we have long-term contracts with customers that specify minimum volumes of gasoline, diesel, lubricants and specialty products to be sold ratably at market prices through 2024. Such volumes are typically nominated in the month preceding delivery and delivered ratably throughout the following month. Future prices are subject to market fluctuations and therefore, we have elected the exemption to exclude variable consideration under these contracts under Accounting Standards Codification 606-10-50-14A. Aggregate minimum volumes expected to be sold (future performance obligations) under our long-term product sales contracts with customers are as follows:

 
 
Remainder of 2020
 
2021
 
2022
 
Thereafter
 
Total
 
 
(In thousands)
Refined product sales volumes (barrels)
 
15,653

 
14,851

 
12,775

 
24,465

 
67,744



17


Additionally, HEP has long-term contracts with third-party customers that specify minimum volumes of product to be transported through its pipelines and terminals that result in fixed-minimum annual revenues through 2025. Annual minimum revenues attributable to HEP’s third-party contracts as of March 31, 2020 are presented below:

 
 
Remainder of 2020
 
2021
 
2022
 
Thereafter
 
Total
 
 
(In thousands)
HEP contractual minimum revenues
 
$
22,289

 
$
23,871

 
$
13,267

 
$
25,307

 
$
84,734




NOTE 4:
Fair Value Measurements

Our financial instruments measured at fair value on a recurring basis consist of derivative instruments and RINs credit obligations.

Fair value measurements are derived using inputs (assumptions that market participants would use in pricing an asset or liability, including assumptions about risk). GAAP categorizes inputs used in fair value measurements into three broad levels as follows:

(Level 1) Quoted prices in active markets for identical assets or liabilities.
(Level 2) Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data.
(Level 3) Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs.

The carrying amounts of derivative instruments and RINs credit obligations at March 31, 2020 and December 31, 2019 were as follows:
 
 
 
 
Fair Value by Input Level
 
 
Carrying Amount
 
Level 1
 
Level 2
 
Level 3
 
 
(In thousands)
March 31, 2020
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
NYMEX futures contracts
 
$
7,412

 
$
7,412

 
$

 
$

Commodity forward contracts
 
4,564

 

 
4,564

 

Foreign currency forward contracts
 
25,668

 

 
25,668

 

Total assets
 
$
37,644

 
$
7,412

 
$
30,232

 
$

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Commodity price swaps
 
$
12,009

 
$

 
$
12,009

 
$

Commodity forward contracts
 
3,757

 

 
3,757

 

RINs credit obligations (1)
 
17,166

 

 
17,166

 

Total liabilities
 
$
32,932

 
$

 
$
32,932

 
$


18


 
 
 
 
Fair Value by Input Level
 
 
Carrying Amount
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
December 31, 2019
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Commodity price swaps
 
$
13,455

 
$

 
$
13,455

 
$

Commodity forward contracts
 
4,133

 

 
4,133

 
$

Total assets
 
$
17,588

 
$

 
$
17,588

 
$

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
NYMEX futures contracts
 
$
2,578

 
$
2,578

 
$

 
$

Commodity price swaps
 
1,230

 

 
1,230

 

Commodity forward contracts
 
3,685

 

 
3,685

 

Foreign currency forward contracts
 
6,722

 

 
6,722

 

Total liabilities
 
$
14,215

 
$
2,578

 
$
11,637

 
$



(1) Represent obligations for RINs credits for which we did not have sufficient quantities at March 31, 2020 to satisfy our Environmental Protection Agency (“EPA”) regulatory blending requirements.

Level 1 Instruments
Our NYMEX futures contracts are exchange traded and are measured and recorded at fair value using quoted market prices, a Level 1 input.

Level 2 Instruments
Derivative instruments consisting of foreign currency forward contracts, commodity price swaps and forward sales and purchase contracts are measured and recorded at fair value using Level 2 inputs. The fair value of the commodity price swap contracts is based on the net present value of expected future cash flows related to both variable and fixed rate legs of the respective swap agreements. The measurements are computed using market-based observable input and quoted forward commodity prices with respect to our commodity price swaps. RINs credit obligations are valued based on current market RINs prices. The fair value of foreign currency forward contracts are based on values provided by a third party, which were derived using market quotes for similar type instruments, a Level 2 input.


NOTE 5:
Earnings Per Share

Basic earnings per share is calculated as net income (loss) attributable to HollyFrontier stockholders divided by the average number of shares of common stock outstanding. Diluted earnings per share assumes, when dilutive, the issuance of the net incremental shares from restricted stock units and performance share units. The following is a reconciliation of the denominators of the basic and diluted per share computations for net income (loss) attributable to HollyFrontier stockholders:
 
 
Three Months Ended March 31,
 
 
2020
 
2019
 
 
(In thousands, except per share data)
Net income (loss) attributable to HollyFrontier stockholders
 
$
(304,623
)
 
$
253,055

Participating securities’ (restricted stock) share in earnings
 

 
364

Net income (loss) attributable to common shares
 
$
(304,623
)
 
$
252,691

Average number of shares of common stock outstanding
 
161,873

 
170,851

Effect of dilutive variable restricted stock units and performance share units (1)
 

 
1,388

Average number of shares of common stock outstanding assuming dilution
 
161,873

 
172,239

Basic earnings (loss) per share
 
$
(1.88
)
 
$
1.48

Diluted earnings (loss) per share
 
$
(1.88
)
 
$
1.47

(1) Excludes anti-dilutive restricted and performance share units of:
 

 



19




NOTE 6:
Stock-Based Compensation

We have a principal share-based compensation plan (the “Long-Term Incentive Compensation Plan”). The compensation cost charged against income for the plan was $4.8 million and $8.7 million for the three months ended March 31, 2020 and 2019, respectively. Our accounting policy for the recognition of compensation expense for awards with pro-rata vesting is to expense the costs ratably over the vesting periods. The Long-Term Incentive Compensation Plan expires pursuant to its terms on December 31, 2020. We have adopted, subject to the approval of our stockholders, the HollyFrontier Corporation 2020 Long Term Incentive Plan, which will allow us to grant new equity compensation awards until February 12, 2030. Upon the adoption of the new plan, the Long-Term Incentive Compensation Plan will continue to govern outstanding equity awards granted thereunder, but it will no longer be used to grant new awards.

Additionally, HEP maintains a share-based compensation plan for Holly Logistic Services, L.L.C.’s non-employee directors and certain executives and employees. Compensation cost attributable to HEP’s share-based compensation plan was $0.5 million and $0.7 million for the three months ended March 31, 2020 and 2019, respectively.

Restricted Stock Units
Under our Long-Term Incentive Compensation Plan, we grant certain officers and other key employees restricted stock unit awards, which are payable in stock or cash and generally vest over a period of three years. Certain restricted stock unit award recipients have the right to receive dividends, however, restricted stock units do not have any other rights of absolute ownership. Upon vesting, restrictions on the restricted stock units lapse at which time they convert to common shares or cash. In addition, we grant non-employee directors restricted stock unit awards, which typically vest over a period of one year and are payable in stock. The fair value of each restricted stock unit award is measured based on the grant date market price of our common shares and is amortized over the respective vesting period. We account for forfeitures on an estimated basis.

A summary of restricted stock unit activity during the three months ended March 31, 2020 is presented below:
Restricted Stock Units
 
Grants
 
Weighted Average Grant Date Fair Value
 
Aggregate Intrinsic Value ($000)
 
 
 
 
 
 
 
Outstanding at January 1, 2020
 
1,101,781

 
$
53.30

 
 
Granted
 
2,853

 
52.59

 
 
Vested
 
(62,617
)
 
41.38

 
 
Forfeited
 
(18,329
)
 
52.43