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Form 8-K Western Refining, Inc. For: Aug 04

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August 4, 2015 6:04 AM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2015
 
WESTERN REFINING, INC.
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
 
Delaware
 
001-32721
 
20-3472415
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
123 West Mills Ave., Suite 200
El Paso, Texas 79901
(Address of principal executive offices)
(915) 534-1400
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 2.02
Results of Operations and Financial Condition.
On August 4, 2015, Western Refining, Inc. (“Western” or the “Company”) issued a press release announcing its results of operations for the second quarter ended June 30, 2015. A copy of the press release and earnings presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

The information contained in this Current Report on Form 8-K (including the exhibit) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01
Financial Statements and Exhibits

(d)
Exhibits
Exhibit No.
 
Description
99.1
 
Press Release, dated August 4, 2015.
99.2
 
Earnings Presentation, dated August 4, 2015.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
WESTERN REFINING, INC.
 
 
By:
/s/ Gary R. Dalke
Name:
Gary R. Dalke
Title:
Chief Financial Officer
Dated: August 4, 2015




EXHIBIT INDEX
 
Exhibit No.
  
Description
99.1
  
Press Release, dated August 4, 2015.
99.2
 
Earnings Presentation, dated August 4, 2015.




FOR IMMEDIATE RELEASE
Exhibit 99.1
 
 
Investor and Analyst Contact:
Media Contact:
Jeffrey S. Beyersdorfer
Gary W. Hanson
(602) 286-1530
(602) 286-1777
 
 
Michelle Clemente
 
(602) 286-1533
 

WESTERN REFINING ANNOUNCES SECOND QUARTER 2015 RESULTS

EL PASO, Texas - August 4, 2015 - Western Refining, Inc. (NYSE: WNR) today reported results for its second quarter ending June 30, 2015. Net income attributable to Western, excluding special items, was $138 million, or $1.44 per diluted share. This compares to second quarter 2014 net income, excluding special items, of $128.8 million, or $1.29 per diluted share. Including special items, the Company recorded second quarter 2015 net income attributable to Western of $133.9 million, or $1.40 per diluted share, as compared to net income attributable to Western of $156.7 million, or $1.56 per diluted share for the second quarter of 2014. A reconciliation of reported earnings and description of special items can be found in the accompanying financial tables.
Jeff Stevens, Western's President and Chief Executive Officer, said, "This was another outstanding quarter for all of our business segments. Our refineries ran at historically high throughput rates in a strong margin environment and expenses were in line with expectations. In our Retail business, we saw an increase in same store fuel volumes, fuel margins, and merchandise sales. NTI and WNRL also performed well in the quarter which contributed to our solid financial results."
Western paid a dividend of $0.34 per share of common stock to shareholders in the second quarter. In July, Western's Board of Directors approved a $0.34 per share dividend for the third quarter. Including the third quarter dividend, Western will have returned approximately $118 million to shareholders through dividends and share repurchases to date in 2015.
Looking forward, Stevens said, "In the third quarter, gasoline margins have strengthened in the Southwest and gasoline demand continues to be good. In July, we moved approximately 17,000 barrels per day of Four Corners area crude oil to the El Paso refinery through the TexNew Mex pipeline. Construction of the Bobcat pipeline is on schedule and on budget and phase one should be completed later in 2015. These pipelines are part of our evolving southwest logistics system which will provide even greater flexibility for delivering crude oil from the Four Corners region and Delaware and Permian basins to our refineries and eastward to other locations. Overall, Western is well positioned for the second half of 2015."
Conference Call Information
A conference call is scheduled for Tuesday, August 4, 2015, at 10:00 am ET to discuss Western's financial results for the second quarter ended June 30, 2015. A slide presentation, which includes our quarterly guidance, will be available for reference during the conference call. The call, press release and slide presentation can be accessed on the Investor Relations section on Western's website, www.wnr.com. The call can also be heard by dialing (866) 566-8590 or (702) 224-9819, passcode: 66525450. The audio replay will be available two hours after the end of the call through August 18, 2015, by dialing (800) 585-8367 or (404) 537-3406, passcode: 66525450.




Non-GAAP Financial Measures
In a number of places in the press release and related tables, we have excluded certain income and expense items from GAAP measures. The excluded items are generally non-cash in nature such as unrealized net gains and losses from commodity hedging activities or losses on disposal of assets; however, other items that have a cash impact, such as gains on disposal of assets are also excluded. We believe it is useful for investors and financial analysts to understand our financial performance excluding such items so that they can see the operating trends underlying our business. Readers of this press release should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that we report in accordance with GAAP.
About Western Refining
Western Refining, Inc. is an independent refining and marketing company headquartered in El Paso, Texas. The refining segment operates refineries in El Paso, and Gallup, New Mexico. The retail segment includes retail service stations, convenience stores, and unmanned fleet fueling locations in Arizona, Colorado, New Mexico, and Texas.
Western Refining, Inc. owns the general partner and approximately 66% of the limited partnership interest of Western Refining Logistics, LP (NYSE:WNRL) and the general partner and approximately 38% of the limited partnership interest in Northern Tier Energy LP (NYSE:NTI).
More information about Western Refining is available at www.wnr.com.
Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained herein include statements about: gasoline demand and gasoline margins in the southwest US; the timing and cost for completion of construction of the Bobcat crude oil pipeline; Western’s evolving southwest logistics system and flexibility it will provide to deliver crude oil from the Four Corners area and Delaware and Permian basins to Western’s refineries and eastward to other locations; and Western's overall positioning for the second half of 2015. These statements are subject to the general risks inherent in Western’s business. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. In addition, Western’s business and operations involve numerous risks and uncertainties, many of which are beyond its control, which could result in Western’s expectations not being realized, or otherwise materially affect Western’s financial condition, results of operations, and cash flows. Additional information relating to the uncertainties affecting Western's business is contained in its filings with the Securities and Exchange Commission to which you are referred. The forward-looking statements are only as of the date made, and Western does not undertake any obligation to (and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events.






Consolidated Financial Data
We report our operating results in four business segments: refining, NTI, WNRL and retail.
•
Our refining segment owns and operates two refineries in the Southwest that process crude oil and other feedstocks primarily into gasoline, diesel fuel, jet fuel and asphalt. We market refined products to a diverse customer base including wholesale distributors and retail chains. The refining segment also sells refined products in the Mid-Atlantic region and Mexico.
•
NTI owns and operates refining and transportation assets and operates and supports retail convenience stores primarily in Minnesota and Wisconsin.
•
WNRL owns and operates terminal, storage and transportation assets and provides related services primarily to our refining segment in the Southwest. The WNRL segment also includes wholesale assets consisting of a fleet of crude oil and refined product truck transports and wholesale petroleum product and lubricant distribution operations in the Southwest region. WNRL receives its product supply from the refining segment and third-party suppliers.
•
Our retail segment operates retail convenience stores and unmanned commercial fleet fueling ("cardlock") locations located in the Southwest. The retail convenience stores sell gasoline, diesel fuel and convenience store merchandise.
The following tables set forth our unaudited summary historical financial and operating data for the periods indicated below:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
 
(In thousands, except per share data)
Statements of Operations Data
 
 
 
 
 
 
 
Net sales (1)
$
2,828,892

 
$
4,351,290

 
$
5,147,622

 
$
8,076,433

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of products sold (exclusive of depreciation and amortization) (1)
2,177,887

 
3,731,169

 
3,919,197

 
6,891,906

Direct operating expenses (exclusive of depreciation and amortization) (1)
224,723

 
203,463

 
440,034

 
401,812

Selling, general and administrative expenses
59,540

 
54,640

 
115,343

 
113,372

Affiliate severance costs
—

 
3,479

 
—

 
12,878

Loss (gain) on disposal of assets, net
(387
)
 
119

 
(105
)
 
1,005

Maintenance turnaround expense
593

 
—

 
698

 
46,446

Depreciation and amortization
51,143

 
47,848

 
101,069

 
94,258

Total operating costs and expenses
2,513,499

 
4,040,718

 
4,576,236

 
7,561,677

Operating income
315,393

 
310,572

 
571,386

 
514,756

Other income (expense):
 
 
 
 
 
 
 
Interest income
201

 
221

 
364

 
416

Interest expense and other financing costs
(27,316
)
 
(27,801
)
 
(52,273
)
 
(56,758
)
Loss on extinguishment of debt
—

 
(1
)
 
—

 
(9
)
Other, net
4,024

 
983

 
7,230

 
2,465

Income before income taxes
292,302

 
283,974

 
526,707

 
460,870

Provision for income taxes
(78,435
)
 
(93,407
)
 
(137,872
)
 
(142,606
)
Net income
213,867

 
190,567

 
388,835

 
318,264

Less net income attributable to non-controlling interests (2)
79,948

 
33,871

 
148,927

 
76,022

Net income attributable to Western Refining, Inc.
$
133,919

 
$
156,696

 
$
239,908

 
$
242,242

 
 
 
 
 
 
 
 
Basic earnings per share
$
1.40

 
$
1.88

 
$
2.51

 
$
2.97

Diluted earnings per share
1.40

 
1.56

 
2.51

 
2.44

Dividends declared per common share
0.34

 
0.26

 
0.64

 
0.52

Weighted average basic shares outstanding
95,539

 
83,556

 
95,553

 
81,653

Weighted average dilutive shares outstanding (3)
95,626

 
102,657

 
95,654

 
102,655






 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
(In thousands)
Economic Hedging Activities Recognized Within Cost of Products Sold
 
 
 
 
 
 
 
Realized hedging gain, net
$
7,823

 
$
1,812

 
$
25,376

 
$
17,556

Unrealized hedging gain (loss), net
(22,287
)
 
45,379

 
(42,344
)
 
119,350

Total hedging gain (loss), net
$
(14,464
)
 
$
47,191

 
$
(16,968
)
 
$
136,906

 
 
 
 
 
 
 
 
Cash Flow Data
 
 
 
 
 
 
 
Net cash provided by (used in):
 
 
 
 
 
 
 
Operating activities
$
187,066

 
$
214,355

 
$
292,044

 
$
278,387

Investing activities
(4,962
)
 
(38,000
)
 
(14,133
)
 
(88,449
)
Financing activities
(101,242
)
 
(76,179
)
 
(165,134
)
 
(126,195
)
Capital expenditures
66,350

 
40,021

 
119,545

 
90,619

Cash distributions received by Western from:
 
 
 
 
 
 
 
NTI
$
38,472

 
$
27,429

 
$
55,927

 
$
42,034

WNRL
10,901

 
8,868

 
21,215

 
16,043

Other Data
 
 
 
 
 
 
 
Adjusted EBITDA (4)
$
355,050

 
$
314,364

 
$
669,060

 
$
539,996

Balance Sheet Data (at end of period)
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
$
543,936

 
$
531,813

Restricted cash
 
 
 
 
68,275

 
—

Working capital
 
 
 
 
1,063,221

 
839,194

Total assets
 
 
 
 
5,953,549

 
5,796,768

Total debt and lease financing obligation
 
 
 
 
1,597,637

 
1,200,171

Total equity
 
 
 
 
2,997,586

 
2,981,640

(1)
Excludes $895.5 million, $1,632.0 million, $1,236.7 million and $2,294.8 million of intercompany sales and $895.5 million, $1,632.0 million, $1,232.2 million and $2,286.5 million of intercompany cost of products sold for three and six months ended June 30, 2015 and 2014, respectively, and $4.5 million and $8.3 million of intercompany direct operating expenses for the three and six months ended June 30, 2014, respectively, with no comparable activity for three and six months ended June 30, 2015.
(2)
Net income attributable to non-controlling interests for the three and six months ended June 30, 2015, consisted of income from NTI and WNRL in the amount of $74.6 million, $138.4 million, $5.4 million and $10.6 million, respectively. Net income attributable to non-controlling interests for the three and six months ended June 30, 2014, consisted of income from NTI and WNRL in the amount of $30.1 million, $68.4 million, $3.8 million and $7.6 million, respectively.
(3)
Our computation of diluted earnings per share includes our Convertible Senior Unsecured Notes and any unvested restricted shares units. If determined to be dilutive to period earnings, these securities are included in the denominator of our diluted earnings per share calculation. For purposes of the diluted earnings per share calculation, we assumed issuance of 0.1 million restricted share units for the three and six months ended June 30, 2015. We assumed issuance of 0.1 million restricted share units for both the three and six months ended June 30, 2014 and 19.0 million and 20.9 million shares related to the Convertible Senior Unsecured Notes for the three and six months ended June 30, 2014, respectively.
(4)
Adjusted EBITDA represents earnings before interest expense and other financing costs, provision for income taxes, depreciation, amortization, maintenance turnaround expense and certain other non-cash income and expense items. However, Adjusted EBITDA is not a recognized measurement under United States GAAP. Our management believes that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, our management believes that Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of Adjusted EBITDA generally eliminates the effects of financings, income taxes, the accounting effects of significant turnaround activities (that many of our competitors capitalize and thereby exclude from their




measures of EBITDA) and certain non-cash charges that are items that may vary for different companies for reasons unrelated to overall operating performance.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
•
Adjusted EBITDA does not reflect our cash expenditures or future requirements for significant turnaround activities, capital expenditures or contractual commitments;
•
Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
•
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and
•
Adjusted EBITDA, as we calculate it, may differ from the Adjusted EBITDA calculations of other companies in our industry, thereby limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
 (In thousands)
Net income attributable to Western Refining, Inc.
$
133,919

 
$
156,696

 
$
239,908

 
$
242,242

Net income attributable to non-controlling interest
79,948

 
33,871

 
148,927

 
76,022

Interest expense and other financing costs
27,316

 
27,801

 
52,273

 
56,758

Provision for income taxes
78,435

 
93,407

 
137,872

 
142,606

Loss (gain) on disposal of assets, net
(387
)
 
119

 
(105
)
 
1,005

Depreciation and amortization
51,143

 
47,848

 
101,069

 
94,258

Maintenance turnaround expense
593

 
—

 
698

 
46,446

Loss on extinguishment of debt
—

 
1

 
—

 
9

Net change in lower of cost or market inventory reserve
(38,204
)
 
—

 
(53,926
)
 
—

Unrealized loss (gain) on commodity hedging transactions
22,287

 
(45,379
)
 
42,344

 
(119,350
)
Adjusted EBITDA
$
355,050

 
$
314,364

 
$
669,060

 
$
539,996

 
 
 
 
 
 
 
 
EBITDA by Reporting Entity
 
 
 
 
 
 
 
Western Adjusted EBITDA
$
217,860

 
$
221,500

 
$
389,143

 
$
344,651

WNRL Adjusted EBITDA
26,888

 
14,884

 
51,032

 
29,534

NTI Adjusted EBITDA
110,302

 
77,980

 
228,885

 
165,811

Adjusted EBITDA
$
355,050

 
$
314,364

 
$
669,060

 
$
539,996






 
Three Months Ended
 
June 30,
 
2015
 
Western
 
WNRL
 
NTI
 
(Unaudited)
 
 (In thousands)
Net income attributable to Western Refining, Inc.
$
74,904

 
$
10,525

 
$
48,490

Net income attributable to non-controlling interest
—

 
5,390

 
74,558

Interest expense and other financing costs
14,321

 
6,248

 
6,747

Provision for income taxes
78,287

 
148

 
—

Loss (gain) on disposal of assets, net
69

 
(160
)
 
(296
)
Depreciation and amortization
26,891

 
4,737

 
19,515

Maintenance turnaround expense
593

 
—

 
—

Net change in lower of cost or market inventory reserve
—

 
—

 
(38,204
)
Unrealized loss (gain) on commodity hedging transactions
22,795

 
—

 
(508
)
Adjusted EBITDA
$
217,860

 
$
26,888

 
$
110,302


 
Six Months Ended
 
June 30,
 
2015
 
Western
 
WNRL
 
NTI
 
(Unaudited)
 
 (In thousands)
Net income attributable to Western Refining, Inc.
$
130,115

 
$
20,665

 
$
89,128

Net income attributable to non-controlling interest
—

 
10,573

 
138,354

Interest expense and other financing costs
28,551

 
10,212

 
13,510

Provision for income taxes
137,521

 
351

 
—

Loss (gain) on disposal of assets, net
450

 
(244
)
 
(311
)
Depreciation and amortization
52,714

 
9,475

 
38,880

Maintenance turnaround expense
698

 
—

 
—

Net change in lower of cost or market inventory reserve
(4,883
)
 
—

 
(49,043
)
Unrealized loss (gain) on commodity hedging transactions
43,977

 
—

 
(1,633
)
Adjusted EBITDA
$
389,143

 
$
51,032

 
$
228,885

 
Three Months Ended
 
June 30,
 
2014
 
Western
 
WNRL
 
NTI
 
(Unaudited)
 
 (In thousands)
Net income attributable to Western Refining, Inc.
$
126,596

 
$
7,171

 
$
22,929

Net income attributable to non-controlling interest
—

 
3,804

 
30,067

Interest expense and other financing costs
21,272

 
357

 
6,172

Provision for income taxes
93,322

 
85

 
—

Loss (gain) on disposal of assets, net
208

 
—

 
(89
)
Depreciation and amortization
25,019

 
3,467

 
19,362

Loss on extinguishment of debt
1

 
—

 
—

Unrealized gain on commodity hedging transactions
(44,918
)
 
—

 
(461
)
Adjusted EBITDA
$
221,500

 
$
14,884

 
$
77,980






 
Six Months Ended
 
June 30,
 
2014
 
Western
 
WNRL
 
NTI
 
(Unaudited)
 
 (In thousands)
Net income attributable to Western Refining, Inc.
$
180,801

 
$
14,315

 
$
47,126

Net income attributable to non-controlling interest
—

 
7,593

 
68,429

Interest expense and other financing costs
43,743

 
711

 
12,304

Provision for income taxes
142,402

 
204

 
—

Loss (gain) on disposal of assets, net
1,106

 
—

 
(101
)
Depreciation and amortization
49,200

 
6,711

 
38,347

Maintenance turnaround expense
46,446

 
—

 
—

Loss on extinguishment of debt
9

 
—

 
—

Unrealized loss (gain) on commodity hedging transactions
(119,056
)
 
—

 
(294
)
Adjusted EBITDA
$
344,651

 
$
29,534

 
$
165,811






Consolidating Financial Data
The following tables set forth our consolidating historical financial data for the periods presented below.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
(In thousands)
Operating Income
 
 
 
 
 
 
 
Western, excluding WNRL and NTI
$
167,965

 
$
240,549

 
$
296,498

 
$
366,000

WNRL
22,293

 
11,417

 
41,766

 
22,820

NTI
125,135

 
58,606

 
233,122

 
125,936

Operating income
$
315,393

 
$
310,572

 
$
571,386

 
$
514,756

Depreciation and Amortization
 
 
 
 
 
 
 
Western, excluding WNRL and NTI
$
26,891

 
$
25,019

 
$
52,714

 
$
49,200

WNRL
4,737

 
3,467

 
9,475

 
6,711

NTI
19,515

 
19,362

 
38,880

 
38,347

Depreciation and amortization expense
$
51,143

 
$
47,848

 
$
101,069

 
$
94,258

Capital Expenditures
 
 
 
 
 
 
 
Western, excluding WNRL and NTI
$
47,345

 
$
26,039

 
$
85,953

 
$
63,552

WNRL
7,850

 
2,773

 
15,764

 
8,677

NTI
11,155

 
11,209

 
17,828

 
18,390

Capital expenditures
$
66,350

 
$
40,021

 
$
119,545

 
$
90,619

Balance Sheet Data (at end of period)
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
 
 
 
Western, excluding WNRL and NTI
 
 
 
 
$
337,462

 
$
345,476

WNRL
 
 
 
 
78,550

 
79,395

NTI
 
 
 
 
127,924

 
106,942

Cash and cash equivalents
 
 
 
 
$
543,936

 
$
531,813

 Total debt
 
 
 
 
 
 
 
Western, excluding WNRL and NTI
 
 
 
 
$
891,750

 
$
897,456

WNRL
 
 
 
 
300,000

 
—

NTI
 
 
 
 
356,490

 
278,125

Total debt
 
 
 
 
$
1,548,240

 
$
1,175,581

 Total working capital
 
 
 
 
 
 
 
Western, excluding WNRL and NTI
 
 
 
 
$
694,183

 
$
614,013

WNRL
 
 
 
 
66,782

 
81,256

NTI
 
 
 
 
302,256

 
143,925

Total working capital
 
 
 
 
$
1,063,221

 
$
839,194







Refining Segment
El Paso and Gallup Refineries and Related Operations
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands, except per barrel data)
Statement of Operations Data (Unaudited):
 
 
 
 
 
 
 
Net sales (including intersegment sales) (1)
$
1,819,032

 
$
2,742,701

 
$
3,310,473

 
$
5,068,515

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of products sold (exclusive of depreciation and amortization) (2)
1,527,952

 
2,392,222

 
2,763,408

 
4,432,747

Direct operating expenses (exclusive of depreciation and amortization)
77,379

 
74,286

 
154,911

 
147,040

Selling, general, and administrative expenses
7,133

 
7,354

 
16,702

 
14,484

Loss on disposal of assets, net
78

 
188

 
495

 
672

Maintenance turnaround expense
593

 
—

 
698

 
46,446

Depreciation and amortization
21,884

 
20,397

 
43,522

 
39,865

Total operating costs and expenses
1,635,019

 
2,494,447

 
2,979,736

 
4,681,254

Operating income
$
184,013

 
$
248,254

 
$
330,737

 
$
387,261

Key Operating Statistics
 
 
 
 
 
 
 
Total sales volume (bpd) (1) (3)
233,653

 
227,313

 
233,564

 
214,105

Total production (bpd)
160,266

 
163,567

 
162,539

 
149,362

Total throughput (bpd)
162,001

 
165,641

 
164,635

 
151,642

Per barrel of throughput:
 
 
 
 
 
 
 
Refinery gross margin (2) (4)
$
19.71

 
$
23.42

 
$
18.26

 
$
23.14

Direct operating expenses (5)
5.25

 
4.93

 
5.20

 
5.36

Mid-Atlantic sales volume (bbls)
2,513

 
2,496

 
4,453

 
4,878

Mid-Atlantic margin per barrel
$
0.32

 
$
(1.03
)
 
$
0.75

 
$
0.15

The following tables set forth our summary refining throughput and production data for the periods and refineries presented:
El Paso and Gallup Refineries
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Key Operating Statistics
 
 
 
 
 
 
 
Product yields (bpd):
 
 
 
 
 
 
 
Gasoline
86,034

 
84,773

 
87,607

 
75,894

Diesel and jet fuel
63,188

 
69,080

 
64,143

 
62,626

Residuum
5,140

 
5,792

 
5,039

 
5,075

Other
5,904

 
3,922

 
5,750

 
5,767

Total production (bpd)
160,266

 
163,567

 
162,539

 
149,362

Throughput (bpd):
 
 
 
 
 
 
 
Sweet crude oil
132,230

 
126,797

 
131,709

 
120,157

Sour crude oil
22,068

 
29,019

 
22,649

 
24,090

Other feedstocks and blendstocks
7,703

 
9,825

 
10,277

 
7,395

Total throughput (bpd)
162,001

 
165,641

 
164,635

 
151,642





El Paso Refinery
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Key Operating Statistics
 
 
 
 
 
 
 
Product yields (bpd):
 
 
 
 
 
 
 
Gasoline
68,289

 
68,566

 
69,981

 
59,018

Diesel and jet fuel
55,032

 
60,693

 
55,874

 
54,215

Residuum
5,140

 
5,792

 
5,039

 
5,075

Other
4,504

 
2,462

 
4,244

 
4,132

Total production (bpd)
132,965

 
137,513

 
135,138

 
122,440

Throughput (bpd):
 
 
 
 
 
 
 
Sweet crude oil
106,601

 
102,162

 
106,481

 
95,052

Sour crude oil
22,068

 
29,019

 
22,649

 
24,090

Other feedstocks and blendstocks
5,646

 
8,060

 
7,665

 
5,132

Total throughput (bpd)
134,315

 
139,241

 
136,795

 
124,274

Total sales volume (bpd) (3)
149,561

 
150,728

 
150,680

 
139,176

Per barrel of throughput:
 
 
 
 
 
 
 
Refinery gross margin (2) (4)
$
20.01

 
$
20.95

 
$
18.72

 
$
18.70

Direct operating expenses (5)
4.17

 
3.86

 
4.13

 
4.31


Gallup Refinery
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Key Operating Statistics
 
 
 
 
 
 
 
Product yields (bpd):
 
 
 
 
 
 
 
Gasoline
17,745

 
16,207

 
17,626

 
16,876

Diesel and jet fuel
8,156

 
8,387

 
8,269

 
8,411

Other
1,400

 
1,460

 
1,506

 
1,635

Total production (bpd)
27,301

 
26,054

 
27,401

 
26,922

Throughput (bpd):
 
 
 
 
 
 
 
Sweet crude oil
25,629

 
24,635

 
25,228

 
25,105

Other feedstocks and blendstocks
2,057

 
1,765

 
2,612

 
2,263

Total throughput (bpd)
27,686

 
26,400

 
27,840

 
27,368

Total sales volume (bpd) (3)
33,637

 
33,839

 
33,263

 
33,520

Per barrel of throughput:
 
 
 
 
 
 
 
Refinery gross margin (2) (4)
$
22.64

 
$
15.34

 
$
18.34

 
$
14.42

Direct operating expenses (5)
7.81

 
9.03

 
7.93

 
8.73

(1)
Refining net sales for the three and six months ended June 30, 2015 and 2014 include $259.0 million, $474.5 million, $399.0 million and $753.4 million, respectively, representing a period average of 50,455 bpd, 49,621 bpd, 42,747 bpd and 41,409 bpd, respectively, in crude oil sales to third-parties.




(2)
Cost of products sold for the refining segment includes the segment's net realized and net non-cash unrealized hedging activity shown in the table below. The hedging gains and losses are also included in the combined gross profit and refinery gross margin but are not included in those measures for the individual refineries.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
(In thousands)
Realized hedging gain, net
$
10,686

 
$
4,177

 
$
28,141

 
$
20,661

Unrealized hedging gain (loss), net
(22,795
)
 
44,918

 
(43,977
)
 
119,056

Total hedging gain (loss), net
$
(12,109
)
 
$
49,095

 
$
(15,836
)
 
$
139,717

(3)
Sales volume includes sales of refined products sourced primarily from our refinery production as well as refined products purchased from third parties. We purchase additional refined products from third parties to supplement supply to our customers. These products are similar to the products that we currently manufacture and represented 10.7%, 10.0%, 9.4% and 11.1% of our total consolidated sales volumes for the three and six months ended June 30, 2015 and 2014, respectively. The majority of the purchased refined products are distributed through our refined product sales activities in the Mid-Atlantic region where we satisfy our refined product customer sales requirements through a third-party supply agreement.
(4)
Refinery gross margin for the respective periods presented is a per barrel measurement calculated by subtracting cost of products sold from net sales and dividing that difference by our refineries’ total throughput volumes. Net realized and net non-cash unrealized economic hedging gains and losses included in the combined refining segment gross margin are not allocated to the individual refineries. Refinery gross margin is a non-GAAP performance measure that we believe is useful for evaluating our refinery performance as a general indication of the excess of the refined product sales amount over the related cost of products sold. Our calculation of refinery gross margin excludes the sales and costs related to our Mid-Atlantic business that we report within the refining segment. The following table reconciles the sales and cost of sales used to calculate refinery gross margin with the total sales and cost of sales reported in the refining statement of operations data above:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
(In thousands)
Refinery net sales (including intersegment sales)
$
1,612,976

 
$
2,430,001

 
$
2,968,495

 
$
4,471,200

Mid-Atlantic sales
206,056

 
312,700

 
341,978

 
597,315

Net sales (including intersegment sales)
$
1,819,032

 
$
2,742,701

 
$
3,310,473

 
$
5,068,515

 
 
 
 
 
 
 
 
Refinery cost of products sold (exclusive of depreciation and amortization)
$
1,322,364

 
$
2,076,946

 
$
2,424,458

 
$
3,836,144

Mid-Atlantic cost of products sold
205,588

 
315,276

 
338,950

 
596,603

Cost of products sold (exclusive of depreciation and amortization)
$
1,527,952

 
$
2,392,222

 
$
2,763,408

 
$
4,432,747





Our calculation of refinery gross margin may differ from similar calculations of other companies in our industry, thereby limiting its usefulness as a comparative measure. The following table reconciles combined gross profit for our refineries to combined gross margin for our refineries for the periods presented:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
 
(In thousands, except per barrel data)
Refinery net sales (including intersegment sales)
$
1,612,976

 
$
2,430,001

 
$
2,968,495

 
$
4,471,200

Refinery cost of products sold (exclusive of depreciation and amortization)
1,322,364

 
2,076,946

 
2,424,458

 
3,836,144

Depreciation and amortization
21,884

 
20,397

 
43,522

 
39,865

Gross profit
268,728

 
332,658

 
500,515

 
595,191

Plus depreciation and amortization
21,884

 
20,397

 
43,522

 
39,865

Refinery gross margin
$
290,612

 
$
353,055

 
$
544,037

 
$
635,056

Refinery gross margin per throughput barrel
$
19.71

 
$
23.42

 
$
18.26

 
$
23.14

Gross profit per throughput barrel
$
18.23

 
$
22.07

 
$
16.80

 
$
21.69

(5)
Refinery direct operating expenses per throughput barrel is calculated by dividing direct operating expenses by total throughput volumes for the respective periods presented. Direct operating expenses do not include any depreciation or amortization.




NTI
The following table sets forth the summary operating results for NTI.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
(In thousands, except per barrel data)
Net sales
$
852,820

 
$
1,499,321

 
$
1,550,596

 
$
2,756,699

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of products sold (exclusive of depreciation and amortization) (1)
608,799

 
1,328,824

 
1,089,262

 
2,396,214

Direct operating expenses (exclusive of depreciation and amortization)
76,348

 
66,507

 
146,053

 
133,688

Selling, general and administrative expenses
23,319

 
22,632

 
43,590

 
49,737

Affiliate severance costs
—

 
3,479

 
—

 
12,878

Gain on disposal of assets, net
(296
)
 
(89
)
 
(311
)
 
(101
)
Depreciation and amortization
19,515

 
19,362

 
38,880

 
38,347

Total operating costs and expenses
727,685

 
1,440,715

 
1,317,474

 
2,630,763

Operating income
$
125,135

 
$
58,606

 
$
233,122

 
$
125,936

 
 
 
 
 
 
 
 
Key Operating Statistics
 
 
 
 
 
 
 
Total sales volume (bpd)
103,778

 
102,409

 
101,144

 
95,822

Total refinery production (bpd)
98,722

 
93,342

 
96,529

 
93,139

Total refinery throughput (bpd) (2)
98,954

 
93,022

 
96,544

 
92,826

Per barrel of throughput:
 
 
 
 
 
 
 
Refinery gross margin (1) (3)
$
21.98

 
$
15.03

 
$
21.39

 
$
16.54

Direct operating expenses (4)
4.80

 
4.17

 
4.70

 
4.33

 
 
 
 
 
 
 
 
Retail fuel gallons sold (in thousands)
77,398

 
76,740

 
149,259

 
149,779

Retail fuel margin per gallon (5)
$
0.22

 
$
0.19

 
$
0.21

 
$
0.19

Merchandise sales
95,799

 
89,895

 
178,413

 
168,443

Merchandise margin (6)
25.9
%
 
26.5
%
 
25.9
%
 
26.2
%
Company-operated retail outlets at period end
 
 
 
 
165

 
164

Franchised retail outlets at period end
 
 
 
 
99

 
81

(1)
Cost of products sold for NTI includes the net realized and net non-cash unrealized hedging activity shown in the table below. Hedging gains and losses are also included in the combined gross profit and refinery gross margin.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
(In thousands)
Realized hedging loss, net
$
(2,863
)
 
$
(2,365
)
 
$
(2,765
)
 
$
(3,105
)
Unrealized hedging gain, net
508

 
461

 
1,633

 
294

Total hedging loss, net
$
(2,355
)
 
$
(1,904
)
 
$
(1,132
)
 
$
(2,811
)
(2)
Total refinery throughput includes crude oil, other feedstocks and blendstocks.
(3)
Refinery gross margin is a per barrel measurement calculated by dividing the difference between net sales and cost of products sold by the refinery's total throughput volumes for the respective periods presented. Refinery net sales include $37.2 million, $59.0 million, $314.5 million and $569.2 million related to crude oil sales during the three and six months




ended June 30, 2015 and 2014, respectively. Refinery gross margin is a non-GAAP performance measure that we believe is useful in evaluating refinery performance as a general indication of the excess of the refined product sales amount over the related cost of products sold. Each of the components used in this calculation (net sales and cost of products sold) can be reconciled to corresponding amounts included in the statement of operations. Our calculation of refinery gross margin may differ from similar calculations of other companies in our industry, thereby limiting its usefulness as a comparative measure. Cost of products sold for the three and six months ended June 30, 2015 includes a non-cash recovery of $38.2 million and $49.0 million, respectively, in order to state the inventories value at market prices which were lower than cost.
The following table reconciles gross profit to gross margin for the St. Paul Park refinery for the periods presented:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
(In thousands, except per barrel data)
Net refinery sales (including intersegment sales)
$
839,876

 
$
1,486,741

 
$
1,529,406

 
$
2,730,336

Refinery cost of products sold (exclusive of depreciation and amortization)
641,872

 
1,359,500

 
1,155,618

 
2,452,431

Refinery depreciation and amortization
17,255

 
17,398

 
34,368

 
34,488

Gross profit
180,749

 
109,843

 
339,420

 
243,417

Plus depreciation and amortization
17,255

 
17,398

 
34,368

 
34,488

Refinery gross margin
$
198,004

 
$
127,241

 
$
373,788

 
$
277,905

Refinery gross margin per refinery throughput barrel
$
21.98

 
$
15.03

 
$
21.39

 
$
16.54

Gross profit per refinery throughput barrel
$
20.07

 
$
12.98

 
$
19.42

 
$
14.49

(4)
NTI's direct operating expenses per throughput barrel is calculated by dividing refining direct operating expenses by total throughput volumes for the respective periods presented. Direct operating expenses do not include any depreciation or amortization.
(5)
Retail fuel margin per gallon is a measurement calculated by dividing the difference between retail fuel sales and retail fuel cost of products sold by the number of gallons sold. Retail fuel margin per gallon is a measure frequently used in the retail industry to measure operating results related to fuel sales.
(6)
Merchandise margin is a measurement calculated by dividing the difference between merchandise sales and merchandise cost of products sold by merchandise sales. Merchandise margin is a measure frequently used in the retail industry to measure operating results related to merchandise sales.





WNRL
The WNRL financial and operational data presented include the historical results of all assets acquired from Western in the Wholesale Acquisition. This acquisition from Western was a transfer of assets between entities under common control. We have retrospectively adjusted historical financial and operational data of WNRL, for all periods presented, to reflect the purchase and consolidation of WRW into WNRL.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
(In thousands)
Statement of Operations Data:
 
 
 
 
 
 
 
Net sales (net of excise taxes)
$
734,501

 
$
970,337

 
$
1,341,897

 
$
1,834,947

Operating costs and expenses:
 

 
 

 
 
 
 

Cost of products sold (net of excise taxes)
664,026

 
905,726

 
1,205,727

 
1,710,543

Direct operating expenses
37,355

 
36,974

 
72,992

 
70,657

Selling, general and administrative expenses
6,250

 
5,691

 
12,181

 
10,888

Loss (gain) on disposal of assets, net
(160
)
 
18

 
(244
)
 
18

Depreciation and amortization
4,737

 
4,454

 
9,475

 
8,606

Total operating costs and expenses
712,208

 
952,863

 
1,300,131

 
1,800,712

Operating income
$
22,293

 
$
17,474

 
$
41,766

 
$
34,235

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
(In thousands, except key operating statistics)
Key Operating Statistics
 
 
 
 
 
 
 
Pipeline and gathering (bpd):
 
 
 
 
 
 
 
Mainline movements:
 
 
 
 
 
 
 
Permian/Delaware Basin system
43,873

 
24,196

 
40,213

 
19,794

Four Corners system (1)
51,486

 
35,837

 
48,679

 
38,412

Gathering (truck offloading):
 
 
 
 
 
 
 
Permian/Delaware Basin system
24,019

 
26,178

 
23,316

 
24,182

Four Corners system
12,950

 
11,188

 
11,812

 
11,293

Terminalling, transportation and storage (bpd):
 
 
 
 
 
 
 
Shipments into and out of storage (includes asphalt)
389,220

 
406,881

 
390,263

 
373,918

Wholesale:
 
 
 
 
 
 
 
Fuel gallons sold (in thousands)
310,811

 
293,204

 
614,242

 
561,018

Fuel gallons sold to retail (included in fuel gallons sold above) (in thousands)
79,023

 
65,095

 
154,286

 
126,689

Fuel margin per gallon (2)
$
0.037

 
$
0.020

 
$
0.032

 
$
0.022

Lubricant gallons sold (in thousands)
3,014

 
3,068

 
5,971

 
6,092

Lubricant margin per gallon (3)
$
0.78

 
$
0.85

 
$
0.72

 
$
0.80

Crude oil trucking volume (bpd)
48,992

 
37,251

 
46,037

 
32,138

Average crude oil revenue per barrel
$
2.51

 
$
2.99

 
$
2.63

 
$
3.03

(1)
Some barrels of crude oil in route to Western's Gallup refinery and Permian/Delaware Basin are transported on more than one of our mainlines. Mainline movements for the Four Corners and Delaware Basin systems include each barrel transported on each mainline.




(2)
Fuel margin per gallon is a measurement calculated by dividing the difference between fuel sales, net of transportation charges, and cost of fuel sales for WNRL's wholesale business by the number of gallons sold. Fuel margin per gallon is a measure frequently used in the petroleum products wholesale industry to measure operating results related to fuel sales.
(3)
Lubricant margin per gallon is a measurement calculated by dividing the difference between lubricant sales, net of transportation charges, and lubricant cost of products sold by the number of gallons sold. Lubricant margin is a measure frequently used in the petroleum products wholesale industry to measure operating results related to lubricant sales.





Retail Segment
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
(In thousands, except per gallon data)
Statement of Operations Data
 
 
 
 
 
 
 
Net sales (including intersegment sales)
$
318,072

 
$
375,232

 
$
576,674

 
$
710,516

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of products sold (exclusive of depreciation and amortization)
272,643

 
336,381

 
492,818

 
638,506

Direct operating expenses (exclusive of depreciation and amortization)
33,641

 
29,950

 
65,995

 
58,405

Selling, general and administrative expenses
3,109

 
2,709

 
6,373

 
5,308

Gain on disposal of assets, net
(9
)
 
—

 
(45
)
 
—

Depreciation and amortization
4,031

 
2,817

 
7,317

 
5,752

Total operating costs and expenses
313,415

 
371,857

 
572,458

 
707,971

Operating income
$
4,657

 
$
3,375

 
$
4,216

 
$
2,545

Key Operating Statistics
 
 
 
 
 
 
 
Retail fuel gallons sold
90,339

 
78,143

 
174,163

 
151,530

Average retail fuel sales price per gallon (net of excise taxes)
$
2.20

 
$
3.13

 
$
2.02

 
$
3.05

Average retail fuel cost per gallon (net of excise taxes)
2.03

 
2.96

 
1.86

 
2.89

Fuel margin per gallon (1)
0.17

 
0.17

 
0.16

 
0.16

Merchandise sales
$
79,981

 
$
68,314

 
150,868

 
128,784

Merchandise margin (2)
29.9
%
 
28.7
%
 
29.6
%
 
28.8
%
Operating retail outlets at period end
 
 
 
 
262

 
229

Cardlock fuel gallons sold
16,903

 
17,444

 
33,023

 
34,329

Cardlock fuel margin per gallon
$
0.160

 
$
0.181

 
$
0.173

 
$
0.172

Operating cardlocks at period end
 
 
 
 
52

 
52

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
 
(In thousands, except per gallon data)
Net Sales
 
 
 
 
 
 
 
Retail fuel sales (net of excise taxes)
$
199,166

 
$
244,842

 
$
351,711

 
$
461,130

Merchandise sales
79,981

 
68,314

 
150,868

 
128,784

Cardlock sales
35,782

 
59,217

 
67,776

 
114,924

Other sales
3,143

 
2,859

 
6,319

 
5,678

Net sales
$
318,072

 
$
375,232

 
$
576,674

 
$
710,516

Cost of Products Sold
 
 
 
 
 
 
 
Retail fuel cost of products sold (net of excise taxes)
$
183,471

 
$
231,385

 
$
324,593

 
$
437,499

Merchandise cost of products sold
56,104

 
48,728

 
106,169

 
91,704

Cardlock cost of products sold
33,004

 
56,043

 
61,936

 
108,985

Other cost of products sold
64

 
225

 
120

 
318

Cost of products sold
$
272,643

 
$
336,381

 
$
492,818

 
$
638,506

Retail fuel margin per gallon (1)
$
0.17

 
$
0.17

 
$
0.16

 
$
0.16





(1)
Retail fuel margin per gallon is a measurement calculated by dividing the difference between retail fuel sales and cost of retail fuel sales by the number of gallons sold. Retail fuel margin per gallon is a measure frequently used in the convenience store industry to measure operating results related to retail fuel sales.
(2)
Merchandise margin is a measurement calculated by dividing the difference between merchandise sales and merchandise cost of products sold by merchandise sales. Merchandise margin is a measure frequently used in the convenience store industry to measure operating results related to merchandise sales.




Reconciliation of Special Items
We present certain additional financial measures below and elsewhere in this press release that are non-GAAP measures within the meaning of Regulation G under the Securities Exchange Act of 1934.
We present these non-GAAP measures to provide investors with additional information to analyze our performance from period to period. We believe it is useful for investors to understand our financial performance excluding these special items so that investors can see the operating trends underlying our business. Investors should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that we report in accordance with GAAP. These non-GAAP measures reflect subjective determinations by management, and may differ from similarly titled non-GAAP measures presented by other companies.
 
Three Months Ended
 
June 30,
 
2015
 
2014
 
(Unaudited)
 
(In thousands, except per share data)
Reported diluted earnings per share
$
1.40

 
$
1.56

Income before income taxes
$
292,302

 
$
283,974

Special items:
 
 
 
Unrealized loss (gain) on commodity hedging transactions
22,287

 
(45,379
)
Loss (gain) on disposal of assets, net
(387
)
 
119

Affiliate severance costs
—

 
3,479

Net change in lower of cost or market inventory reserve
(38,204
)
 
—

Loss on extinguishment of debt
—

 
1

Earnings before income taxes excluding special items
275,998

 
242,194

Recomputed income taxes excluding special items (1)
(80,847
)
 
(77,696
)
Net income excluding special items
195,151

 
164,498

Net income attributable to non-controlling interest
57,138

 
35,721

Net income attributable to Western excluding special items
$
138,013

 
$
128,777

Diluted earnings per share excluding special items
$
1.44

 
$
1.29

(1)
We recompute income taxes after deducting special items and earnings attributable to non-controlling interest.




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