Western Refining Logistics, LP - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - Western Refining Logistics, LP	exhibit322-wnrlx33117.htm
EX-32.1 - EXHIBIT 32.1 - Western Refining Logistics, LP	exhibit321-wnrlx33117.htm
EX-31.2 - EXHIBIT 31.2 - Western Refining Logistics, LP	exhibit312-wnrlx33117.htm
EX-31.1 - EXHIBIT 31.1 - Western Refining Logistics, LP	exhibit311-wnrlx33117.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended March 31, 2017



o		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: 001-36114

WESTERN REFINING LOGISTICS, LP

(Exact name of registrant as specified in its charter)



Delaware		46-3205923
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

212 N. Clark St.		79905
El Paso, Texas		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (915) 775-3300

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o	Emerging growth company o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of April 28, 2017, there were 60,941,977 common units outstanding.

WESTERN REFINING LOGISTICS, LP

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Part I. Financial Information	1

Item 1. Financial Statements (Unaudited)	1

Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016	1

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2017 and 2016	2

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016	3

Notes to Condensed Consolidated Financial Statements	4

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3. Quantitative and Qualitative Disclosure About Market Risk	39

Item 4. Controls and Procedures	39

Part II. Other Information	40

Item 1. Legal Proceedings	40

Item 1A. Risk Factors	40

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3. Defaults Upon Senior Securities	40

Item 4. Mine Safety Disclosures	40

Item 5. Other Information	40

Item 6. Exhibits	40

Signatures	41

EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101

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FORWARD-LOOKING STATEMENTS

Certain statements included throughout this Quarterly Report on Form 10-Q and in particular under the section entitled Part I — Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations relating to matters that are not historical fact are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. These forward-looking statements relate to matters such as our industry including the regulation of our industry, the expected outcomes of legal proceedings involving us or Western Refining, Inc. ("Western"), business strategies, future operations, acquisition opportunities, volatility of crude oil prices, gross margins, volumes, taxes, capital expenditures, liquidity and capital resources, sources of financing for acquisitions, maintenance capital expenditures, distributions and other financial and operating information. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition or forecasts of future events. We have used the words “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “position,” “potential,” “predict,” “project,” “strategy,” “will,” “future” and similar terms and phrases to identify forward-looking statements in this report.

Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect or that are affected by unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. In addition, our business and operations involve numerous risks and uncertainties, many that are beyond our control that could result in our expectations not being realized or otherwise materially affect our financial condition, results of operations and cash flows.

When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Form 10-Q. Actual events, results and outcomes may differ materially from our expectations due to a variety of factors. Although it is not possible to predict or identify all of these factors, they include, among others, the following:

•

changes in the business strategy or activity levels of Western that may be impacted by a variety of factors, including changes in crack spreads, changes in the spread between West Texas Intermediate ("WTI") crude oil and West Texas Sour ("WTS") crude oil, also known as the sweet/sour spread, changes in the spread between Western Canadian Select ("WCS") and WTI crude oil, changes in the spread between WTI crude oil and Dated Brent crude oil and changes in the spread between WTI Cushing crude oil and WTI Midland crude oil, Western's post-merger integration with Northern Tier Energy LP and Western's announced merger with Tesoro Corporation, a Delaware corporation (the "Tesoro Merger");


•	changes in general economic conditions, including the price volatility of crude oil;


•	competitive conditions in our industry;


•	actions taken by third-party operators, processors and transporters;


•	the demand for crude oil, refined and other products and transportation and storage services;


•	the supply of crude oil in the regions in which we and Western operate;


•	interest rates;


•	labor relations;


•	changes in the availability and cost of capital;


•	changes in tax status;


•	operating hazards, natural disasters, weather-related delays, casualty losses and other matters, including those that may result in a force majeure event under our commercial agreements with Western, that may be beyond our control;


•	the effects of existing and future laws and governmental regulations and the manner in which they are interpreted and implemented;


•	changes in insurance markets impacting costs and the level and types of coverage available;


•	disruptions due to equipment interruption or failure at our facilities, Western’s facilities or third-party facilities on which our business is dependent;


•	our ability to successfully implement our business plan;


•	the effects of future litigation;


•	the closing of the Tesoro Merger; and

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•	other factors discussed in more detail herein and under Part I. — Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2016.

Any one of these factors or a combination of these factors could materially affect our financial condition, results of operations or cash flows and could influence whether any forward-looking statements ultimately prove to be accurate. You are urged to consider these factors carefully in evaluating our forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements.

Although we believe the forward-looking statements we make in this report related to our plans, intentions and expectations are reasonable, we can provide no assurance that such plans, intentions or expectations will be achieved. These statements are based on assumptions made by us based on our experience and perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate in the circumstances. Such statements are subject to a number of risks and uncertainties, many that are beyond our control. The forward-looking statements included herein are made only as of the date of this report and we are not required to (and will not) update any information to reflect events or circumstances that may occur after the date of this report, except as required by applicable law.

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Part I. Financial Information


Item 1.	Financial Statements

WESTERN REFINING LOGISTICS, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except unit data)



	March 31, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	23,298		$	14,652
Accounts receivable:
Affiliate	46,228			48,798
Third-party, net of a reserve for doubtful accounts of $117 and $132, respectively	62,385			65,240
Inventories	60			68
Prepaid expenses	6,946			6,421
Other current assets	4,970			6,403
Assets held for sale	16,021			17,354
Total current assets	159,908			158,936
Property, plant and equipment, net	410,154			412,170
Intangible assets, net	6,301			6,515
Other assets	3,115			3,233
Total assets	$	579,478		$	580,854
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable:
Affiliate	$	126,406		$	120,063
Third-party	13,596			9,186
Accrued liabilities	35,485			39,599
Total current liabilities	175,487			168,848
Long-term liabilities:
Long-term debt	313,524			313,032
Deferred income tax liability, net	1,129			641
Other liabilities	9			9
Total long-term liabilities	314,662			313,682
Commitments and contingencies
Equity:
General Partner	(7,679		)	(5,532		)
TexNew Mex unitholders (80,000 units issued and outstanding)	(310		)	(310		)
Common unitholders - Public (28,923,130 and 28,866,477 units issued and outstanding, respectively)	596,803			600,100
Common unitholders - Western (32,018,847 and 9,207,847 units issued and outstanding, respectively)	(499,485		)	(132,802		)
Subordinated unitholders - Western (0 and 22,811,000 units issued and outstanding, respectively)	—			(363,132		)
Total equity	89,329			98,324
Total liabilities and equity	$	579,478		$	580,854

The accompanying notes are an integral part of these condensed consolidated financial statements.

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WESTERN REFINING LOGISTICS, LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per unit data)



	Three Months Ended
	March 31,
	2017			2016
Revenues:
Fee based:
Affiliate	$	65,477		$	51,928
Third-party	619			690
Sales based:
Affiliate	125,067			97,529
Third-party	413,529			317,892
Total revenues	604,692			468,039
Operating costs and expenses:
Cost of products sold:
Affiliate	122,699			95,149
Third-party	394,600			300,441
Operating and maintenance expenses	44,847			44,658
Selling, general and administrative expenses	6,743			5,364
Gain on disposal of assets, net	(291		)	(99		)
Depreciation and amortization	9,732			9,338
Total operating costs and expenses	578,330			454,851
Operating income	26,362			13,188
Other income (expense):
Interest and debt expense	(6,608		)	(7,052		)
Other income (expense), net	22			(118		)
Net income before income taxes	19,776			6,018
Benefit (provision) for income taxes	110			(261		)
Net income	19,886			5,757
Less net loss attributable to General Partner	—			(8,250		)
Net income attributable to limited partners	$	19,886		$	14,007

Net income per limited partner unit:
Common - basic	$	0.22		$	0.28
Common - diluted	0.22			0.28
Subordinated - basic and diluted	0.51			0.28

Weighted-average limited partner units outstanding:
Common - basic	45,681			24,448
Common - diluted	45,688			24,454
Subordinated - basic and diluted	15,207			22,811

Cash distributions declared per common unit	$	0.4375		$	0.3925

Prior-period financial information has been retrospectively adjusted for the St. Paul Park Logistics Transaction.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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WESTERN REFINING LOGISTICS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)



	Three Months Ended
	March 31,
	2017			2016
Cash flows from operating activities:
Net income	$	19,886		$	5,757
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	9,732			9,338
Reserve for doubtful accounts	(15		)	1
Amortization of loan fees	492			342
Unit-based compensation expense	635			524
Deferred income taxes	488			—
Gain on disposal of assets, net	(291		)	(99		)
Changes in operating assets and liabilities:
Accounts receivable - Third-party	2,870			(5,893		)
Accounts receivable - Affiliate	2,570			4,909
Inventories	8			2,724
Prepaid expenses	(525		)	(1,247		)
Other assets	2,734			132
Accounts payable and accrued liabilities	4,762			2,525
Net cash provided by operating activities	43,346			19,013
Cash flows from investing activities:
Capital expenditures	(5,470		)	(8,356		)
Proceeds from sale of assets	363			119
Net cash used in investing activities	(5,107		)	(8,237		)
Cash flows from financing activities:
Payments on revolving credit facility	—			(15,000		)
Deferred financing costs	(78		)	—
Quarterly distributions to Western	(16,154		)	(13,392		)
Quarterly distributions to common unitholders - public	(12,629		)	(6,228		)
Payments of tax withholdings for unit-based compensation	(732		)	(483		)
Contributions from affiliate	—			8,375
Net cash used in financing activities	(29,593		)	(26,728		)
Net change in cash and cash equivalents	8,646			(15,952		)
Cash and cash equivalents at beginning of period	14,652			44,605
Cash and cash equivalents at end of period	$	23,298		$	28,653
Supplemental disclosure of cash flow information:
Interest paid	$	11,761		$	12,324
Income taxes paid	89			30
Supplemental disclosure of non-cash investing and financing activities:
Accrued capital expenditures	$	5,280		$	5,826
Conversion of subordinated units	367,766			—

Prior-period financial information has been retrospectively adjusted for the St. Paul Park Logistics Transaction.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization

Western Refining Logistics, LP ("WNRL" or the "Partnership"), "we," "us," and "our" refer to Western Refining Logistics, LP, and, unless the context otherwise requires, our subsidiaries. References to “Western” refer to Western Refining, Inc. WNRL is a Delaware limited partnership formed in July 2013, by Western Refining Logistics GP, LLC ("WRGP" or the "General Partner"), our general partner. WRGP is indirectly 100% owned by Western and holds all of the non-economic general partner interests in WNRL. As of March 31, 2017, Western owned 52.5% of the limited partner interest in WNRL and public unitholders held the remaining 47.5%. See Note 10, Equity, for additional information.

WNRL is principally a fee-based growth-oriented partnership that was formed to own, operate, develop and acquire logistics and related assets and businesses including terminals, storage tanks, pipelines and other logistics assets related to the terminalling, transportation, storage and distribution of crude oil and refined products. WNRL's businesses include 705 miles of pipelines, approximately 12.4 million barrels of active storage capacity, distribution of wholesale petroleum products and crude oil and asphalt trucking.

On March 2, 2017, the requirements for the conversion of all subordinated units into common units were satisfied under the partnership agreement. As a result, the 22,811,000 subordinated units held by Western converted into common units on a one-for-one basis and thereafter participated on terms equal with all other common units in distributions of available cash. See Note 10, Equity, for additional information.

On November 16, 2016, Western entered into an Agreement and Plan of Merger (the “Tesoro Merger Agreement”) with Tesoro Corporation, a Delaware corporation (“Tesoro”), Tahoe Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Tesoro (“Merger Sub 1”), and Tahoe Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of Tesoro ("Merger Sub 2"), pursuant to which Merger Sub 1 will merge with and into Western (the “First Tesoro Merger,” and, if a second merger election as discussed below is not made, the “Tesoro Merger”), with Western surviving the First Tesoro Merger as a wholly-owned subsidiary of Tesoro. The Tesoro Merger Agreement permits either Western or Tesoro, for tax considerations, to require the surviving corporation of the First Tesoro Merger be merged with and into Merger Sub 2 immediately following the effective time of the First Tesoro Merger, with Merger Sub 2 being the surviving company from the second merger (the “Second Tesoro Merger,” and if the second merger election is made, collectively with the First Tesoro Merger, the “Tesoro Merger”). The Tesoro Merger is subject to the satisfaction or waiver of the closing conditions provided in the Tesoro Merger Agreement. We will continue as a public entity and our debt will remain outstanding following the completion of the Tesoro Merger.

On September 15, 2016, we acquired certain terminalling, transportation and storage assets from a wholly-owned subsidiary of Western consisting of the Cottage Grove tank farm and certain terminals, storage assets, pipelines and other logistics assets located at Western's St. Paul Park refinery ("St. Paul Park Logistics Assets"). The St. Paul Park Logistics Assets primarily receive, store and distribute crude oil, feedstock and refined products associated with Western's St. Paul Park refinery. We acquired the St. Paul Park Logistics Assets from Western in exchange for $195 million in cash and 628,224 common units representing limited partner interests in WNRL. We refer to this transaction as the "St. Paul Park Logistics Transaction." This transaction was between entities under common control. See Note 3, Acquisitions of Common Control Assets, for additional information.

The financial statements presented in this Quarterly Report on Form 10-Q have been retrospectively adjusted to include the combined financial results of the St. Paul Park Logistics Assets prior to September 15, 2016. The historical operations of the St. Paul Park Logistics Assets prior to the St. Paul Park Logistics Transaction generally recorded operating costs and other expenses associated with storage and terminalling services and recorded no revenue. For periods subsequent to the St. Paul Park Logistics Transaction, the results of operations for the St. Paul Park Logistics Assets reflect revenues based on contractual rates set forth in our commercial agreements with Western. See Note 16, Related Party Transactions, for additional information.

Our operations include two reportable segments: the logistics segment and the wholesale segment. See Note 4, Segment Information, for further discussion of our reportable segments.

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WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2. Basis of Presentation and Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In management's opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, or for any other period. We have not reported comprehensive income due to the absence of items of other comprehensive income or loss during the periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016.

Financial Instruments and Fair Value

Financial instruments that potentially subject us to concentrations of credit risk consist of accounts receivable. We believe that our credit risk is minimized as a result of the credit quality of our customer base. The carrying amounts of cash and cash equivalents, which we consider Level 1 assets, approximated their fair values at March 31, 2017 and December 31, 2016, due to their short-term maturities.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Effective January 1, 2017, we adopted the accounting and reporting requirements included in the Accounting Standards Codification ("ASC") for employee share-based payment accounting. We have applied the new standard prospectively, except for the cash flow considerations, which we applied retrospectively. The adoption of these revised standards was not material to our financial position or results of operations. The presentation of our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016, has been retrospectively adjusted to include payments of $0.5 million for tax withholdings for stock-based compensation in net cash used in financing activities that was previously reported in net cash provided by operating activities as a change in accounts payable and accrued liabilities.

ASU 2017-03 addresses the disclosure requirements in regards to the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The specific impact of this guidance will be determined by the respective changes in GAAP.

From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on our accounting and reporting. We are currently evaluating the effect that certain of these new accounting requirements may have on our accounting and related reporting and disclosures in our condensed consolidated financial statements.

•

Recognition and reporting of revenues - the requirements were amended to remove inconsistencies in revenue requirements and to provide a more complete framework for addressing revenue issues across a broad range of industries and transaction types. The revised standard’s core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised standard also addresses principal versus agent considerations and indicators related to transfer of control over specified goods. These provisions are effective January 1, 2018, and can be adopted using either a full retrospective approach or a modified approach, with early adoption permitted for periods beginning after December 15, 2016, and interim periods thereafter.

We have been evaluating and continue to evaluate the provisions of this standard and its impact on our business processes, business and accounting systems, and financial statements and related disclosures. A multi-disciplined implementation team has gained an understanding of the standard’s revenue recognition model, is reviewing and documenting our contracts, and is analyzing whether enhancements are needed to our business and accounting systems. Thus far in our review and analysis, we have not identified any material differences in our existing revenue recognition methods that would require modification under the new standard. We expect to complete this phase of

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WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

our implementation plan within the next several months after which we will implement any changes to existing business processes and systems to accommodate the new standard. We will adopt this standard as of January 1, 2018.

•

Lease accounting - the requirements were amended with regard to recognizing lease assets and lease liabilities on the balance sheet and disclosing information about leasing arrangements. The core principle is that a lessee should recognize the assets and liabilities that arise from leases. These provisions are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We have been evaluating and continue to evaluate the provisions of this standard and its impact on our business processes, business and accounting systems, and financial statements and related disclosures.


•	Cash flow statement - the requirements address certain classification issues related to the statement of cash flows. These provisions are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted in any interim or annual period.

•

Business combinations - the requirements clarify the definition of a business and provide a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset or a business. This guidance is effective in annual periods beginning after December 15, 2017, including interim periods therein. It must be applied prospectively on or after the effective date with early adoption permitted subject to certain requirements, and no disclosures for a change in accounting principle are required at transition.

3. Acquisitions of Common Control Assets

On September 15, 2016, we acquired the St. Paul Park Logistics Assets from Western in exchange for $195 million in cash and 628,224 common units representing limited partner interests in WNRL.

The St. Paul Park Logistics Assets acquired by WNRL included approximately 4.0 million barrels of refined product and crude oil storage tanks, a light products terminal, a heavy products loading rack, certain rail and barge facilities, certain other related logistics assets and two crude oil pipeline segments and one pipeline segment not currently in service, each of which is 2.5 miles and extends from Western's refinery in St. Paul Park, Minnesota to Western's tank farm in Cottage Grove, Minnesota.

In connection with the St. Paul Park Logistics Transaction, we entered into a terminalling, transportation and storage services agreement with Western (the "St. Paul Park Terminalling Agreement"). Pursuant to the St. Paul Park Terminalling Agreement, we agreed to provide product storage services, product throughput services and product additive and blending services at the terminal facilities located at or near Western's refinery in St. Paul Park, Minnesota. In exchange for such services, Western has agreed to certain minimum volume commitments and to pay certain fees. The St. Paul Park Terminalling Agreement has an initial term of ten years, which may be extended for up to two renewal terms of five years each upon the mutual agreement of the parties. See Note 16, Related Party Transactions, for additional information.

4. Segment Information

Our operations are organized into two reportable segments based on marketing criteria, the nature of our products and services and our types of customers. These segments are logistics and wholesale.

Logistics. Our pipeline and gathering assets are positioned to support crude oil supply for Western's El Paso, Gallup and St. Paul Park refineries as well as third parties and consist of crude oil pipelines and gathering assets located primarily in the Delaware Basin, in the Four Corners area of Northwestern New Mexico and in the Upper Great Plains region. These systems gather and transport crude oil by pipeline from various production locations to Western’s refineries utilizing 705 miles of pipeline; 33 crude oil storage tanks with a total combined active shell storage capacity of approximately 959,000 barrels, eight truck loading and unloading locations and 15 pump stations.

Our terminalling, transportation and storage assets support crude oil supply and refined product distribution for Western's El Paso, Gallup and St. Paul Park refineries as well as third parties and primarily consist of storage tanks, terminals, transportation and other assets located in El Paso, Texas; Gallup, Bloomfield and Albuquerque, New Mexico; Phoenix and Tucson, Arizona and St. Paul Park, Minnesota. These assets include crude oil, feedstock, blendstock, refined product and asphalt storage tanks with a total combined shell storage capacity of 11.4 million barrels; truck, railcar and barge loading racks; pump stations and pipeline and related logistics assets to service Western’s operations.

Wholesale. Our wholesale segment includes the operations of several lubricant and bulk petroleum distribution plants and a fleet of crude oil, refined product, asphalt and lubricant delivery trucks. Our wholesale segment distributes commercial

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WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

wholesale petroleum products primarily in Arizona, Colorado, Nevada, New Mexico and Texas. The wholesale segment purchases petroleum fuels and lubricants from Western's refining segment and from third-party suppliers.

During the fourth quarter of 2016, we completed an evaluation of our lubricant operations and concluded that lubricants are not strategic to our core operations. We have taken steps to divest the remaining assets associated with our lubricant operations and have executed asset purchase agreements with third parties. We anticipate a completed sale within the second quarter of 2017. In connection with this asset disposal, we reported employee severance costs of $0.2 million within direct operating expenses and selling, general and administrative expenses in our Condensed Consolidated Statement of Operations for the three months ended March 31, 2017. Assets held for sale in our Condensed Consolidated Balance Sheet at March 31, 2017 and December 31, 2016, respectively, include $9.0 million and $10.1 million in inventories and $7.0 million and $7.3 million in property, plant and equipment. These assets and associated results from operations are presented in our Wholesale segment. We expect proceeds from this divestiture of approximately $20.0 million, which would result in a gain on disposal of assets; however, no amounts related to this anticipated transaction have been recorded in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2017.

During the second and third quarters of 2016, we disposed of certain assets related to our lubricant sales in California.

Segment Accounting Principles. Operating income for each segment consists of net revenues less cost of products sold; direct operating expenses; selling, general and administrative expenses; net impact of the disposal of assets and depreciation and amortization.

Activities of our business that are not included in the two segments mentioned above are included in the "Other" category. These activities consist primarily of corporate staff operations and other items that are not specific to the normal business of any one of our two reportable segments.

The total assets of each segment consist primarily of cash and cash equivalents; inventories; net accounts receivable; net property, plant and equipment; net intangible assets and other assets directly associated with the individual segment’s operations. Included in the total assets of the corporate operations are cash and cash equivalents, various net accounts receivable, prepaid expenses, other current assets, net deferred income tax items and other long-term assets.

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WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Disclosures regarding our reportable segments with reconciliations to consolidated totals for the three months ended March 31, 2017 and 2016, are presented below.



	Three Months Ended
	March 31,
	2017			2016
	(In thousands)
Operating Results:
Logistics:
Revenues: Affiliate	$	49,637		$	40,916
Revenues: Third-party	619			690
Total revenues	50,256			41,606
Wholesale:
Revenues: Affiliate	140,907			108,541
Revenues: Third-party	413,529			317,892
Total revenues	554,436			426,433

Consolidated revenues	$	604,692		$	468,039

Operating income (loss):
Logistics	$	15,030		$	5,913
Wholesale	14,974			9,953
Other	(3,642		)	(2,678		)
Operating income from segments	26,362			13,188
Other income (expense), net	(6,586		)	(7,170		)
Consolidated income before income taxes	$	19,776		$	6,018

Depreciation and amortization:
Logistics	$	8,581		$	8,155
Wholesale	1,151			1,183
Consolidated depreciation and amortization	$	9,732		$	9,338

Capital expenditures:
Logistics	$	5,451		$	7,984
Wholesale	19			372
Consolidated capital expenditures	$	5,470		$	8,356

Total assets:
Logistics	$	411,214		$	417,212
Wholesale	145,445			151,323
Other	22,819			27,513
Consolidated total assets	$	579,478		$	596,048

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. Earnings Per Unit

Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of earnings per unit.

Diluted earnings per unit includes the effects of potentially dilutive units of our common units that consist of unvested phantom units. These units are non-participating securities due to the forfeitable nature of their associated distribution equivalent rights, prior to vesting. We do not consider these units in the two-class method when calculating earnings per unit. Basic and diluted earnings per unit applicable to subordinated limited partners are the same because there were no potentially dilutive subordinated units outstanding.

In accordance with our partnership agreement, Western's subordinated units converted to common units once we met specified distribution targets and successfully complete other tests set forth in our Second Amended and Restated Agreement of Limited Partnership ("Second A&R Partnership Agreement"). On March 2, 2017, the requirements for the conversion of all subordinated units into common units were satisfied under the partnership agreement. As a result, the 22,811,000 subordinated units held by Western converted into common units on a one-for-one basis and thereafter participated on terms equal with all other common units in distributions of available cash. The conversion of the subordinated units did not impact the amount of cash distributions paid by us or the total number of outstanding units. Refer to Note 10, Equity, for further information.

In addition to the common and subordinated units, we have identified the general partner interest, incentive distribution rights and distributions associated with the TexNew Mex Units as participating securities and use the two-class method when calculating earnings per unit applicable to limited partners that is based on the weighted-average number of common units outstanding during the period. We make incentive distribution payments to our General Partner when our per unit distribution amount exceeds the target distribution. During the three months ended March 31, 2017 and 2016, we made incentive distribution right payments to our General Partner of $2.1 million and $0.8 million, respectively. Refer to Note 10, Equity, for further information regarding incentive distribution rights.

To the extent there is sufficient available cash from operating surplus under the Second A&R Partnership Agreement, the holder of the TexNew Mex Units will be entitled to receive a distribution equal to 80% of the excess of TexNew Mex Shared Segment Distributable Cash Flow over the TexNew Mex Base Amount (as such terms are defined in the Second A&R Partnership Agreement). To the extent the holder of a TexNew Mex Unit is entitled to such a distribution, that distribution will be preferential to all other unit holder distributions. During the three months ended March 31, 2017 and 2016, the TexNew Mex unitholders were not entitled to any distributions. Refer to Note 10, Equity, for further information.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The calculation of net income per unit for the three months ended March 31, 2017 and 2016, respectively, is as follows:



	Three Months Ended
	March 31,
	2017			2016
	(In thousands, except per unit data)
Net income	$	19,886		$	5,757
Net loss attributable to General Partner (1)	—			(8,250		)
Net income attributable to limited partners	19,886			14,007
General Partner distributions	(2,147		)	(761		)
Limited partners' distributions on common units	(16,657		)	(9,595		)
Limited partners' distributions on subordinated units	(9,979		)	(8,954		)
Distributions greater than earnings	$	(8,897	)	$	(5,303	)

General Partners' earnings:
Distributions	$	2,147		$	761
Net loss attributable to General Partner (1)	—			(8,250		)
Total General Partners' earnings (loss)	$	2,147		$	(7,489	)

Limited partners' earnings on common units:
Distributions	$	16,657		$	9,595
Allocation of distributions greater than earnings	(6,675		)	(2,743		)
Total limited partners' earnings on common units	$	9,982		$	6,852

Limited partners' earnings on subordinated units (2):
Distributions	$	9,979		$	8,954
Allocation of distributions greater than earnings	(2,222		)	(2,560		)
Total limited partners' earnings on subordinated units	$	7,757		$	6,394

Weighted-average limited partner units outstanding:
Common units - basic	45,681			24,448
Common units - diluted	45,688			24,454
Subordinated units - basic and diluted	15,207			22,811

Net income per limited partner unit:
Common - basic	$	0.22		$	0.28
Common - diluted	0.22			0.28
Subordinated - basic and diluted	0.51			0.28


(1)	We apply the two-class method to calculate earnings per unit and allocate the results of operations of the St. Paul Park Logistics Assets prior to the St. Paul Park Logistics Transaction entirely to our general partner. The limited partners had no rights to the results of operations before the acquisition.


(2)	On March 2, 2017, the 22,811,000 subordinated units held by Western converted into common units on a one-for-one basis and thereafter participated on terms equal with all other common units in distributions of available cash. Distributions greater than earnings were allocated to the subordinated units through March 2, 2017.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. Property, Plant and Equipment, Net

Property, plant and equipment, net was as follows:



	March 31, 2017			December 31, 2016
	(In thousands)
Buildings and improvements	$	27,141		$	26,463
Pipelines and related assets	266,731			264,398
Terminals and related assets	247,311			245,512
Asphalt plant, terminals and related assets	26,890			26,861
Wholesale and related assets	25,084			24,879
	593,157			588,113
Accumulated depreciation	(191,966		)	(182,743		)
	401,191			405,370
Construction in progress	8,963			6,800
Property, plant and equipment, net	$	410,154		$	412,170

Assets held for sale in our Condensed Consolidated Balance Sheets at March 31, 2017 and December 31, 2016 include $7.0 million and $7.3 million, respectively, in net property, plant and equipment. See Note 4, Segment Information, for further discussion.

Depreciation expense was $9.4 million and $9.0 million for the three months ended March 31, 2017 and 2016, respectively. Capitalized interest expense related to capital projects was $0.02 million for the three months ended March 31, 2017 with no comparable activity for the three months ended March 31, 2016.

7. Intangible Assets, Net

A summary of intangible assets, net, is presented in the table below:



	March 31, 2017							December 31, 2016							Weighted-Average Amortization Period (Years)
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted-Average Amortization Period (Years)
	(In thousands)
Customer relationships	$	7,172	$	(4,367	)	$	2,805	$	7,172	$	(4,234	)	$	2,938	5.3
Pipeline rights-of-way	6,596		(3,100		)	3,496		6,527		(2,950		)	3,577		5.3
Intangible assets, net	$	13,768	$	(7,467	)	$	6,301	$	13,699	$	(7,184	)	$	6,515

Intangible asset amortization expense was $0.3 million for the three months ended March 31, 2017 and March 31, 2016, based upon estimates of useful lives ranging from 1 to 35 years.

Estimated amortization expense for the indicated periods is as follows (in thousands):



Remainder of 2017	$	820
2018	1,094
2019	1,094
2020	799
2021	646
2022	533

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8. Accrued Liabilities

Accrued liabilities were as follows:



	March 31, 2017		December 31, 2016
	(In thousands)
Deferred revenue - affiliate	$	19,496	$	19,132
Excise and other taxes	6,899		6,329
Payroll and related costs	3,108		2,703
Interest	2,814		8,439
Property taxes	2,608		2,454
Other	560		542
Accrued liabilities	$	35,485	$	39,599

9. Debt

Revolving Credit Facility

In connection with the St. Paul Park Logistics Transaction, on September 15, 2016, we entered into a Commitment Increase and First Amendment to Credit Agreement (the “Amendment”) to our senior secured revolving credit facility (the "Revolving Credit Facility") to bring the total commitment to $500.0 million. The Revolving Credit Facility will mature on October 16, 2018. We have the ability to increase the total commitment of our Revolving Credit Facility by up to $150.0 million for a total facility size of up to $650.0 million, subject to receiving increased commitments from lenders and to the satisfaction of certain conditions. The Revolving Credit Facility includes a $25.0 million sub-limit for standby letters of credit and a $10.0 million sub-limit for swing line loans. Obligations under the Revolving Credit Facility and certain cash management and hedging obligations are guaranteed by all of our subsidiaries and are secured by a first priority lien on substantially all of our and our subsidiaries' significant assets. Our creditors under the Revolving Credit Facility have no recourse to Western's assets. Borrowings under our Revolving Credit Facility bear interest at either a base rate plus an applicable margin ranging from 0.75% to 1.75%, or at LIBOR plus an applicable margin ranging from 1.75% to 2.75%. The applicable margin will vary based on our Consolidated Total Leverage Ratio, as defined in the Revolving Credit Facility.

Pursuant to the Amendment, certain existing lenders and new lenders agreed to provide incremental commitments in an aggregate principal amount of $200.0 million. In addition, the Amendment amended the Revolving Credit Facility by, among other things, (a) adding an anti-cash hoarding provision and (b) permitting the Partnership to increase the total leverage ratio permitted thereunder from 4.50:1.00 to 5.00:1.00 following any material permitted acquisition through the last day of the second full fiscal quarter following such acquisition. The incremental commitments established by the Amendment benefit from the same covenants, events of default, guarantees and security as the existing commitments under the Revolving Credit Facility. We incurred financing costs associated with the Amendment of $1.2 million.

On October 30, 2015, we borrowed $145.0 million under the Revolving Credit Facility to partially fund the purchase of the TexNew Mex Pipeline system from Western. During the year ended December 31, 2016, we repaid these direct borrowings using the net proceeds generated from our equity offering during the second quarter of 2016 and from cash-on-hand. On September 15, 2016, we borrowed $20.3 million under the Revolving Credit Facility, to partially fund the St. Paul Park Logistics Transaction.

As of March 31, 2017, the availability under the Revolving Credit Facility was $479.0 million. This availability is net of $20.3 million in direct borrowings and $0.7 million in outstanding letters of credit. We had no swing line borrowings outstanding under our Revolving Credit Facility as of March 31, 2017. The estimated fair value of the Revolving Credit Facility approximates its carrying amount. The interest rate for the borrowings under the Revolving Credit Facility was 4.75% as of March 31, 2017. The unamortized financings costs of $1.8 million and $2.0 million as of March 31, 2017 and December 31, 2016, respectively, are included in long-term debt in the Condensed Consolidated Balance Sheets. The effective rate of interest, including contractual interest and amortization of loan fees, on the Revolving Credit Facility was 3.75% as of March 31, 2017.

The Revolving Credit Facility contains covenants that limit or restrict our ability to make cash distributions. We are required to maintain certain financial ratios; each tested on a quarterly basis for the immediately preceding four quarter period.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7.5% Senior Notes

On February 11, 2015, we entered into an Indenture (the “Indenture”) among the Partnership, WNRL Finance Corp., a Delaware corporation and 100% owned subsidiary of the Partnership (“Finance Corp.” and together with the Partnership, the “Issuers”), the Guarantors named therein and U.S. Bank National Association, as trustee (the “Trustee”) under which the Issuers issued $300.0 million in aggregate principal amount of 7.5% Senior Notes due 2023 (the "WNRL 2023 Senior Notes"). The Partnership will pay interest on the WNRL 2023 Senior Notes semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2015. The WNRL 2023 Senior Notes will mature on February 15, 2023. The estimated fair value of the WNRL 2023 Senior Notes was $325.5 million as of March 31, 2017. We incurred financing costs associated with the issuance of the WNRL 2023 Senior Notes of $6.8 million.

Unamortized financings costs of $5.0 million and $5.2 million as of March 31, 2017 and December 31, 2016, respectively, are included in long-term debt in the Condensed Consolidated Balance Sheets. The effective rate of interest, including contractual interest and amortization of loan fees, on the 7.5% Senior Notes was 7.78% as of March 31, 2017.

The WNRL 2023 Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by all of WNRL's current 100% owned subsidiaries, with the exception of Finance Corp. Finance Corp. is a minor subsidiary of WNRL and is a co-issuer of the WNRL 2023 Senior Notes. The co-issuance between WNRL and Finance Corp. is on a joint and several basis. WNRL has no independent assets or operations. There are no significant restrictions on the ability of WNRL or its subsidiary guarantors and Finance Corp. to obtain or transfer funds from its subsidiary guarantors by dividend or loan. None of the subsidiary guarantors’ or Finance Corp.'s assets represent restricted assets.

The subsidiary guarantees of the WNRL 2023 Senior Notes are subject to certain automatic customary releases, including upon the sale, disposition or transfer of capital stock or all or substantially all of the assets (including by way of merger or consolidation) of a subsidiary guarantor to a person other than the Partnership or one of its restricted subsidiaries, designation of a subsidiary guarantor as an unrestricted subsidiary in accordance with the Indenture, a legal defeasance or covenant defeasance, liquidation or dissolution of the subsidiary guarantor and a subsidiary guarantor ceasing to guarantee debt of the Partnership, Finance Corp. or any other guarantor under a credit facility other than the WNRL 2023 Senior Notes. The Partnership’s subsidiaries may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default under the Indenture.

The Indenture contains covenants that limit WNRL’s and its restricted subsidiaries’ ability to, among other things: (i) incur, assume or guarantee additional indebtedness or issue preferred units, (ii) create liens to secure indebtedness, (iii) pay distributions on equity securities, repurchase equity securities or redeem subordinated indebtedness, (iv) make investments, (v) effect distributions, loans or other asset transfers from the Partnership’s restricted subsidiaries, (vi) consolidate with or merge with or into, or sell substantially all of the Partnership’s properties to, another person, (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries and (viii) enter into transactions with affiliates. These covenants are subject to a number of limitations and exceptions. The Indenture would permit or require the principal, premium, if any, and interest on all the then outstanding WNRL 2023 Senior Notes to be due and payable immediately in the event of default.

10. Equity

We had 28,923,130 publicly held outstanding common units as of March 31, 2017, including the net settlement and issuance of 56,653 common units upon the vesting of phantom units from our Western Refining Logistics, LP 2013 Long-Term Incentive Plan (the "LTIP") during the three months ended March 31, 2017. Western owned 32,018,847 of our common units constituting an aggregate limited partner interest of 52.5% as of March 31, 2017.

In accordance with our partnership agreement, Western's subordinated units converted to common units once we met specified distribution targets and successfully completed other tests set forth in our Second A&R Partnership Agreement. On March 2, 2017, the requirements for the conversion of all subordinated units into common units were satisfied under the partnership agreement. As a result, the 22,811,000 subordinated units held by Western converted into common units on a one-for-one basis and thereafter participated on terms equal with all other common units in distributions of available cash. The conversion of the subordinated units did not impact the amount of cash distributions paid by us or the total number of outstanding units.

We issued 628,224 common units to Western in connection with the St. Paul Park Logistics Transaction. See Note 3, Acquisitions of Common Control Assets, for further information.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On September 7, 2016, we entered into an underwriting agreement relating to the issuance and sale by the Partnership of 7,500,000 common units representing limited partner interests in the Partnership. The closing of the offering occurred on September 13, 2016. We also granted the underwriter an option to purchase additional common units on the same terms, which was exercised in full and closed on September 30, 2016, for 1,125,000 additional common units.

On May 16, 2016, we entered into an underwriting agreement relating to the issuance and sale by the Partnership of 3,750,000 common units representing limited partner interests in the Partnership. The closing of the offering occurred on May 20, 2016. We also granted the underwriters an option to purchase up to 562,500 additional common units on the same terms, which was exercised in full and closed on June 1, 2016.

Changes to equity during the three months ended March 31, 2017, were as follows:



	General			TexNew Mex -			Common -			Common -			Subordinated -
	Partner			Western			Public			Western			Western			Total
	(In thousands)
Balance at December 31, 2016	$	(5,532	)	$	(310	)	$	600,100		$	(132,802	)	$	(363,132	)	$	98,324
Unit-based compensation	—			—			(98		)	—			—			(98		)
Conversion of subordinated units	—			—			—			(367,766		)	367,766			—
Distributions to partners declared	(2,147		)	—			(12,629		)	(4,028		)	(9,979		)	(28,783		)
Net income attributable to limited partners	—			—			9,430			5,111			5,345			19,886
Balance at March 31, 2017	$	(7,679	)	$	(310	)	$	596,803		$	(499,485	)	$	—		$	89,329

TexNew Mex Units

The Second A&R Partnership Agreement created the TexNew Mex Shared Segment and the TexNew Mex Units. The TexNew Mex units are generally entitled to participate in 80% of the economics attributable to the TexNew Mex Shared Segment resulting from crude oil throughput on the TexNew Mex shared segment above 13,000 bpd. To the extent there is sufficient available cash from operating surplus under the Second A&R Partnership Agreement, the holder of the TexNew Mex Units will be entitled to receive a distribution equal to 80% of the excess of TexNew Mex Shared Segment Distributable Cash Flow over the TexNew Mex Base Amount (as such terms are defined in the Second A&R Partnership Agreement). To the extent the holder of a TexNew Mex Unit is entitled to such a distribution, that distribution will be preferential to all other unit holder distributions. We declared no distributions to TexNew Mex unitholders related to our operating results for the three months ended March 31, 2017 and 2016.

Holders of TexNew Mex Units generally do not have voting rights, except for limited voting rights related to amendments to the rights of holders of the TexNew Mex Units, the issuance of additional TexNew Mex Units or partnership securities with distribution rights senior to or on a parity with the TexNew Mex Units, the sale of any material portion of the TexNew Mex Pipeline and the reservation by the Partnership of any distribution amounts to which the holders of TexNew Mex Units are otherwise entitled.

The TexNew Mex Units are perpetual and have no rights of redemption or of conversion. No holder of any TexNew Mex Unit may transfer any or all of the TexNew Mex Units held by such holder without the prior written approval of the General Partner, unless the transfer either is to an affiliate of the holder or is to any person who is, or will be substantially concurrently with the completion of the transfer, an affiliate of the General Partner.

Issuance of Additional Interests

Our partnership agreement authorizes us to issue additional partnership interests for consideration and on the terms and conditions determined by our General Partner without the approval of the unitholders. We may fund future acquisitions through the issuance of additional common units or other partnership interests. Holders of any additional common units we issue will be entitled to share proportionally in accordance with their respective percentage interests with the then-existing common unitholders in our distributions of available cash.

Allocations of Net Income and Loss

The Second A&R Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders and the General Partner. For purposes of maintaining partner capital accounts, the Second A&R Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive distribution right payments allocated 100% to the General Partner.

Percentage Allocations of Available Cash from Operating Surplus

The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and our General Partner (as the holder of our incentive distribution rights) based on the specified target distribution levels, subject to the preferential distribution rights of holders of the TexNew Mex Units. The amounts set forth under the column heading "Marginal Percentage Interest in Distributions" are the percentage interests of our General Partner and the unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column "Total Quarterly Distribution per Unit Target Amount." The percentage interests shown for our unitholders and our General Partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below assume our General Partner has not transferred its incentive distribution rights and there are no arrearages on common units.



	Total Quarterly Distribution per Unit Target Amount	Marginal Percentage Interest in Distributions
	Total Quarterly Distribution per Unit Target Amount	Unitholders		General Partner
Minimum Quarterly Distribution	$0.2875	100.0	%	—
First Target Distribution	above $0.2875 up to $0.3306	100.0	%	—
Second Target Distribution	above $0.3306 up to $0.3594	85.0	%	15.0	%
Third Target Distribution	above $0.3594 up to $0.4313	75.0	%	25.0	%
Thereafter	above $0.4313	50.0	%	50.0	%

Distributions

Our Second A&R Partnership Agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common unitholders and general partner will receive. We declare distributions subsequent to quarter end. The table below summarizes our 2017 quarterly distribution declarations, payments and scheduled payments:



Declaration Date	Record Date	Payment Date	Distribution per Common and Subordinated Unit
January 31, 2017	February 13, 2017	March 1, 2017	$	0.4375
April 28, 2017	May 9, 2017	May 23, 2017	0.4525
Total			$	0.8900

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

During the three months ended March 31, 2017 and 2016, we declared and paid distributions that were in excess of the target distribution amounts set forth in our partnership agreement, resulting in distributions to our General Partner as the holder of incentive distribution rights. The total quarterly cash distributions for the three months ended March 31, 2017 and 2016, respectively, were as follows:



	Three Months Ended
	March 31,
	2017		2016
	(In thousands, except per unit data)
TexNew Mex Unit distributions:
TexNew Mex Unit distributions	$	—	$	310
Total TexNew Mex Unit distributions	$	—	$	310

General Partner's distributions:
General Partner's incentive distribution rights	$	2,147	$	761
Total General Partner's distributions	$	2,147	$	761

Limited partners' distributions:
Common	$	16,657	$	9,595
Subordinated	9,979		8,954
Total limited partners' distributions	26,636		18,549
Total cash distributions	$	28,783	$	19,620

Cash distributions per limited partner unit	$	0.4375	$	0.3925

We have an effective universal shelf Registration Statement on Form S-3 that provides for the registration and sale of up to $1 billion of equity or debt securities of us and certain of our subsidiaries. We may over time, and subject to market conditions, in one or more offerings, offer and sell any combination of the securities described in the prospectus. During the second and third quarter of 2016, we completed equity offerings pursuant to the shelf registration statement and resulted in reduced availability. The current availability under our shelf Registration Statement on Form S-3 is $713.8 million.

11. Equity-Based Compensation

Our General Partner's board of directors adopted the LTIP for the benefit of employees, consultants and non-employee directors of our General Partner and its affiliates. Awards granted under the LTIP vest over a scheduled vesting period and their market value at the date of the grant is amortized over the restricted period on a straight-line basis. At March 31, 2017, there were 4,075,073 phantom units reserved for future grants under the LTIP.

The fair value of the phantom units is determined based on the closing price of WNRL common units on the grant date. The estimated fair value of the phantom units is amortized on a straight-line basis over the scheduled vesting periods of individual awards. We incurred unit-based compensation expense of $0.6 million and $0.5 million for the three months ended March 31, 2017 and 2016, respectively.

The aggregate grant date fair value of nonvested phantom units outstanding as of March 31, 2017, was $6.6 million. The aggregate intrinsic value of such phantom units was $6.4 million. Total unrecognized compensation cost related to our non-vested phantom units totaled $6.2 million at March 31, 2017, which we expect to recognize over a weighted-average period of approximately 2.3 years.

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WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A summary of our unit award activity for the three months ended March 31, 2017, is set forth below:



	Number of Phantom Units		Weighted-Average Grant Date Fair Value
Not vested at December 31, 2016	285,155		$	26.42
Awards granted	52,654		24.70
Awards vested	(86,012	)	26.45
Awards forfeited	—		—
Not vested at March 31, 2017	251,797		26.05

12. Risk Concentration

We are part of the consolidated operations of Western and we derive a significant portion of our revenue from transactions with Western and its affiliates. Western accounted for 31.5% and 31.9%, respectively, of our consolidated revenues for the three months ended March 31, 2017 and 2016.

We sell a variety of refined products to a diverse customer base. Sales to Kroger Company accounted for 21.6% and 21.2% of total revenues for the three months ended March 31, 2017 and 2016, respectively. Sales to Western’s retail and unmanned fleet fueling sites accounted for 22.4% and 23.6% of total revenues for the three months ended March 31, 2017 and 2016, respectively.

See Note 16, Related Party Transactions, for detailed information on our agreements with Western.

13. Income Taxes

WNRL is treated as a publicly-traded partnership for federal and state income tax purposes, however, Western Refining Product Transport, LLC (a wholly-owned subsidiary) is taxed as a corporation for federal and state tax purposes. Taxes on net income for WNRL and its subsidiaries generally are borne by our partners through the allocation of taxable income. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined as we do not have access to information about each partner's tax attributes in us. Our deferred income tax liabilities and income tax expense result from our taxable subsidiary and state laws that apply to entities organized as partnerships, primarily in the state of Texas and from federal and state laws for corporations. Our deferred income tax liability as of March 31, 2017 and December 31, 2016 was $1.1 million and $0.6 million, respectively. For the three months ended March 31, 2017 and 2016, we had an income tax benefit of $0.1 million and income tax expense of $0.3 million, respectively. Our effective tax rates for the three months ended March 31, 2017 and 2016, were 0.6% and 4.3%, respectively.

As of March 31, 2017 and December 31, 2016, we had no unrecognized tax benefit liability. No interest or penalties were recognized related to income taxes during the three months ended March 31, 2017 and 2016.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

14. Commitments

We have commitments under various operating leases with initial terms greater than one year for property, machinery and facilities. These leases have terms that will expire on various dates through 2026. We expect that in the normal course of business, these leases will be renewed or replaced by other leases. Rent expense for operating leases that provide for periodic rent escalations or rent holidays over the term of the lease is recognized on a straight-line basis. We also have commitments to purchase minimum volumes of refined product from Western under commercial agreements that we have entered into with Western. See Note 16, Related Party Transactions, for further discussion of these agreements.

The following table presents our annual minimum rental payments under non-cancelable operating leases that have lease terms of one year or more (in thousands) as of March 31, 2017:



Remaining 2017	$	5,232
2018	4,568
2019	2,376
2020	702
2021	349
2022 and thereafter	369
	$	13,596

Total rental expense was $2.0 million and $2.4 million for the three months ended March 31, 2017 and 2016, respectively. Contingent rentals and subleases were not significant in any year.

15. Contingencies

Like other operators of petroleum-related storage and transportation facilities, our operations are subject to extensive and periodically changing federal and state environmental regulations governing air emissions, wastewater discharges and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and we expect the cost of compliance to increase over time. Our policy is to accrue environmental and clean-up related costs of a non-capital nature when it is probable that a liability exists and when we can reasonably estimate the amount. We may revise such estimates in the future as regulations and other conditions change. We may receive communications from various federal, state and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective action for such asserted violations. We intend to respond in a timely manner to all such communications and to take appropriate corrective action.

We are not currently aware of any environmental or other asserted or unasserted claims against us that would be expected to have a material effect on our financial condition, results of operations or cash flows.

16. Related Party Transactions

Certain of our employees are shared employees with Western. At the closing of our initial public offering, we entered into a services agreement with Western under which Western agreed to share certain employees with us. These employees are responsible for operation, maintenance and other services related to the assets we own and operate. Western employees provide these services under our direction, supervision and control pursuant to this services agreement. Western also provides us with support for accounting, legal, human resources and various other administrative functions.

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WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We have incurred indirect charges from Western for the allocation of services including executive oversight, accounting, treasury, tax, legal, procurement, engineering, logistics, maintenance, information technology and similar items. We classify these indirect charges between operating and maintenance expenses and selling, general and administrative expenses based on the functional nature of the employee and other services that Western provides for our operations. Indirect charges from Western that we include within our selling, general and administrative and operating and maintenance expenses were as follows:



	Three Months Ended
	March 31,
	2017		2016
	(In thousands)
Indirect charges:
Operating and maintenance expenses	$	17,506	$	15,966
Selling, general and administrative expenses	3,018		2,115
Total indirect charges	$	20,524	$	18,081

Our management believes the indirect charges allocated to us from Western are a reasonable reflection of the utilization of Western's service to our operations. We also incur direct charges to our operations and administration. The indirect allocations noted above may not fully reflect the additional expenses that we would have incurred had we been a stand-alone company during the periods presented.

Commercial Agreements with Western

Logistics Segment Agreements

We derive substantially all of our logistics revenues from ten-year, fee-based agreements with Western supported by minimum volume commitments and annual adjustments to fees that we and Western may renew for two additional five-year periods upon mutual agreement. Western has committed to provide us with minimum fees based on minimum monthly throughput volumes of crude oil and refined and other products and reserved storage capacity.

Pipeline and Gathering Services Agreement

We are party to a pipeline and gathering services agreement, as amended, with Western under which we transport crude oil on our Permian Basin system primarily for use at Western's El Paso refinery and on our Four Corners system to Western's Gallup refinery. We charge Western fees for pipeline movements, truck offloading and product storage.

WNRL entered into an amendment to the Pipeline Agreement which, among other things, amends the scope of the existing agreement to include the provision of storage services and a minimum volume commitment of 80,000 barrels of storage at the Star Lake storage tank. In the amendment to the Pipeline Agreement, Western also agreed to provide a minimum volume commitment of 13,000 bpd of crude oil on the TexNew Mex Pipeline for 10 years from the date of the amendment to the Pipeline Agreement.

The General Partner adopted certain amendments to the First Amended and Restated Agreement of Limited Partnership of the Partnership by adopting the Second A&R Partnership Agreement. The amendments contained in the Second A&R Partnership Agreement create a new class of limited partner interests in the Partnership, referred to as the TexNew Mex Units, and set forth the rights, preferences and obligations of the TexNew Mex Units.

The Second A&R Partnership Agreement provides for the creation of the “TexNew Mex Shared Segment” that will reflect the financial and operating results of the TexNew Mex Pipeline. The TexNew Mex Units are generally entitled to participate in 80% of the economics attributable to the TexNew Mex Shared Segment resulting from crude oil throughput on the TexNew Mex shared segment above 13,000 bpd. To the extent there is sufficient available cash from operating surplus under the Second A&R Partnership Agreement, the holder of the TexNew Mex Units will be entitled to receive a distribution equal to 80% of the excess of TexNew Mex Shared Segment Distributable Cash Flow over the TexNew Mex Base Amount (as such terms are defined in the Second A&R Partnership Agreement). To the extent the holder of a TexNew Mex Unit is entitled to such a distribution, that distribution will be preferential to all other unit holder distributions.

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WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Terminalling, Transportation and Storage Services Agreements

Southwest

We entered into a terminalling, transportation and storage services agreement, as amended, with Western under which we have agreed to, among other things, distribute products produced at Western’s refineries, connect Western’s refineries to third-party pipelines and systems and provide fee-based asphalt terminalling and processing services. At our network of crude oil and refined products terminals and related assets and storage facilities, we charge Western fees for crude oil, blendstock and refined product storage, shipments into and out of storage and additive and blending services. At our asphalt plant and terminal in El Paso and our three stand-alone asphalt terminals, we charge Western fees for asphalt storage, shipments into and out of asphalt storage and asphalt processing and blending.

St. Paul Park

In connection with the St. Paul Park Logistics Transaction, we entered into the St. Paul Park Terminalling Agreement. Pursuant to the St. Paul Park Terminalling Agreement, we agreed to provide product storage services, product throughput services and product additive and blending services at the terminal facilities located at or near Western's refinery in St. Paul Park, Minnesota. In exchange for such services, Western has agreed to certain minimum volume commitments and to pay certain fees. The St. Paul Park Terminalling Agreement will have an initial term of ten years, which may be extended for up to two renewal terms of five years each upon the mutual agreement of the parties.

Wholesale Segment Agreements

We entered into the following 10-year agreements with Western. These agreements include certain minimum volume commitments by Western.

Product Supply Agreement

Under the product supply agreement, as amended, Western supplies, and we purchase, approximately 79,000 bpd of refined products. The price per barrel is based upon OPIS or Platts indices on the day of delivery. Pricing is subject to annual revision based on mutual agreement between us and Western. The agreement provides for make-up payments to us in any month that our average margin on non-delivered rack sales is less than a certain amount.

Fuel Distribution and Supply Agreement

Western agreed to purchase all of its retail requirements for branded and unbranded motor fuels for its retail and unmanned fleet fueling sites at a price per gallon that is $0.03 above our cost. Western purchases a minimum of 645,000 barrels per month of branded and unbranded motor fuels for its retail and unmanned fleet fueling sites. In any month that Western doesn’t purchase the minimum volume, Western pays us $0.03 per gallon shortfall. In any month in which Western purchases volumes in excess of the minimum, we pay Western $0.03 per gallon over the minimum until the balance of the trailing twelve month shortfall payments is reduced to $0.

Crude Oil Trucking Transportation Services Agreement

Under the crude oil trucking and transportation services agreement, as amended, Western pays a flat rate per mile per barrel plus monthly fuel adjustments and customary applicable surcharges. The rates are subject to adjustment annually based on mutual agreement between us and Western. Western has agreed to contract a minimum of 1.525 million barrels of crude oil to us for hauling each month.

Asphalt Trucking Transportation Services Agreement

Our wholesale segment operates a fleet of asphalt trucks, which are utilized to deliver asphalt to Western's asphalt terminals and third party customers. We have entered into an asphalt trucking transportation services agreement with Western under which we have agreed to, among other things, transport and deliver asphalt from the El Paso refinery to asphalt terminals in Texas, New Mexico and Arizona. Volumes of asphalt transported pursuant to this agreement will be credited, on a barrel per barrel basis, towards Western’s contract minimum under the Crude Oil Trucking Transportation Services Agreement. Under this Agreement, Western has given us the first option to transport all asphalt volumes Western transports by truck.

In exchange for the transportation services performed under the asphalt trucking transportation agreement, Western has agreed to pay us a flat rate per ton (with market adjustments) based on the distance between the applicable pick-up and delivery points, plus monthly fuel adjustments and customary applicable surcharges.

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WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Western’s obligations under these commercial agreements will not terminate if Western no longer controls our general partner. Our commercial agreements include provisions that permit Western to suspend, reduce or terminate its obligations under the applicable agreement if certain events occur. These events include Western deciding to permanently or indefinitely suspend refining operations at one or all of its refineries, as well as our being subject to certain force majeure events that would prevent us from performing required services under the applicable agreement.

Other Agreements with Western

Omnibus Agreement

We entered into an omnibus agreement with Western, certain of its subsidiaries and our general partner. The omnibus agreement addresses the following items:


•	our obligation to reimburse Western for the provision by Western of certain general and administrative services (this reimbursement is in addition to certain expenses of our general partner and its affiliates that are reimbursed under our partnership agreement and services agreement), as well as certain other direct or allocated costs and expenses incurred by Western on our behalf;


•	our rights of first offer to acquire certain logistics assets from Western;


•	an indemnity by Western for certain environmental and other liabilities, and our obligation to indemnify Western for events and conditions associated with the operation of our assets that occur after closing of the Offering and for environmental liabilities related to our assets to the extent Western is not required to indemnify us;


•	Western’s transfer of certain environmental permits related to our assets to us and our use of such permits prior to the transfer thereof; and


•	the granting of a license from Western to us with respect to use of certain Western trademarks and our granting of a license to Western with respect to use of certain of our trademarks.

The omnibus agreement generally terminates in the event of a change of control of us or our general partner.

Contribution, Conveyance and Assumption Agreement dated September 7, 2016

We entered into a Contribution, Conveyance and Assumption Agreement with Western under which WNRL acquired approximately 4.0 million barrels of refined product and crude oil storage tanks, a light products terminal, a heavy products loading rack, certain rail and barge facilities, certain other related logistics assets, and two crude oil pipeline segments and one pipeline segment not currently in service, each of which is approximately 2.5 miles and extends from Western's refinery in St. Paul Park, Minnesota to Western’s tank farm in Cottage Grove, Minnesota. Western made certain representations and warranties regarding the acquired assets, including with respect to environmental matters, and agreed to indemnify us for breaches of those representations and warranties, subject to specified deductibles, caps and other limitations.

Contribution, Conveyance and Assumption Agreement dated October 30, 2015

We entered into a Contribution, Conveyance and Assumption Agreement with Western under which we acquired (i) a segment of the TexNew Mex Pipeline system that currently extends from our crude oil station in Star Lake, New Mexico, in the Four Corners region, to our T station in Eddy County, New Mexico, and (ii) an 80,000 barrel crude oil storage tank located at our crude oil pumping station in Star Lake, New Mexico and certain other related assets (the “TexNew Mex Pipeline Acquisition”). Western made certain representations and warranties regarding the acquired assets, including with respect to environmental matters, and agreed to indemnify us for breaches of those representations and warranties, subject to specified deductibles, caps and other limitations.

Contribution, Conveyance and Assumption Agreement dated September 25, 2014

We entered into a contribution agreement with Western on September 25, 2014 under which we acquired all of the outstanding limited liability company interests of Western Refining Wholesale, LLC (“WRW”), which owned substantially all of Western’s southwest wholesale assets. Among other things, Western agreed to indemnify us with respect to liabilities related to certain historical assets and operations of WRW that were not contributed to us in our acquisition of WRW. In addition, Western made certain representations and warranties regarding the assets of WRW, including with respect to environmental matters, and agreed to indemnify us for breaches of those representations and warranties, subject to specified deductibles, caps and other limitations.

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WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Services Agreements

We entered into a services agreement with Western under which we reimburse Western for its provision to us of certain personnel to provide operational services to us and under our supervision in support of our pipelines and gathering assets and terminalling and storage facilities, including routine and emergency maintenance and repair services, routine operational activities, routine administrative services, construction and related services and such other services as we and Western may mutually agree upon from time to time. Western will prepare a maintenance, operating and capital budget on an annual basis subject to our approval. Western submits actual expenditures for reimbursement on a monthly basis, and we reimburse Western for providing these services.

We may terminate any of the services provided by the personnel provided by Western upon 30 days prior written notice. Either party may terminate this agreement upon prior written notice if the other party is in material default under the agreement and such party fails to cure the material default within 20 business days. The services agreement has an initial term of ten years and may be renewed by two additional five-year terms upon our agreement with Western evidenced in writing prior to the end of the initial term of ten years or the first renewal term of five years. If a force majeure event prevents a party from carrying out its obligations (other than to make payments due) under the agreement, such obligations, to the extent affected by force majeure, will be suspended during the continuation of the force majeure event. These force majeure events include acts of God, strikes, lockouts or other industrial disturbances, wars, riots, fires, floods, storms, orders of courts or governmental authorities, explosions, terrorist acts, accidental disruption of service, breakage, breakdown of machinery, storage tanks or lines of pipe and inability to obtain or unavoidable delays in obtaining material or equipment and any other circumstances not reasonably within the control of the party claiming suspension and that by the exercise of due diligence such party is unable to prevent or overcome.

On May 4, 2015, we entered into a Joinder Agreement with Western and Northern Tier Energy LP ("NTI") that joined us as a party to the Shared Services Agreement, dated October 30, 2014, between Western and NTI and under which Western and NTI provide services to each other in support of their operations. Under the Joinder Agreement, we provide certain scheduling and other services in support of NTI’s operations and NTI reimburses us for the costs associated with providing such services. During the three months ended March 31, 2017 and 2016, we incurred expenses of $0.2 million and $0.1 million, respectively, that are reimbursable from NTI under the Shared Services Agreement.

Leasing Agreements

We entered into three separate ground lease and access agreements with Western. All three agreements are for 10-year terms with provision for automatic renewal of up to four consecutive 10-year periods. Under each separate agreement, WNRL pays nominal annual rents. Rents due under these three agreements in the aggregate are less than $0.1 million over the initial term of the agreements.

17. Subsequent Events

On April 17, 2017, Tesoro filed an Amendment to Schedule 13D with the SEC stating that the board of directors of Tesoro authorized the management of Tesoro to work with the board of directors and management of Tesoro Logistics LP ("TLLP") to consider, discuss and endeavor to negotiate a merger, consolidation or combination (in whatever form) of assets held by and securities issued by TLLP and its affiliates and assets held by and securities issued by WNRL. Any such transaction would be conditioned on the closing of the Tesoro Merger. There can be no assurance that any discussions that may occur between TLLP and WNRL will result in the delivery of a proposal, or entry into a definitive agreement, concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement. If any discussions concerning a potential transaction occur, such discussions may be terminated at any time and without prior notice.

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion together with the financial statements and the notes thereto included elsewhere in this report. This discussion contains forward-looking statements that are based on current expectations, estimates and projections about our business and operations. The cautionary statements made in this report should be read as applying to all related forward-looking statements wherever they appear in this report. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those we discuss under Part I, Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2016 ("2016 Form 10-K") and elsewhere in this report. You should read "Risk Factors" and "Forward-Looking Statements" in this report. In this quarterly report, all references to "WNRL," "the Partnership," "we," "us," and "our" or like terms refer to Western Refining Logistics, LP and its consolidated subsidiaries, unless the context otherwise requires or where otherwise indicated. References to "Western" refer to Western Refining, Inc.

Overview

WNRL is a Delaware master limited partnership that commenced operations in October 2013. Western Refining Logistics GP, LLC ("WRGP"), our general partner, holds all of the non-economic general partner interests in WNRL and is indirectly owned 100% by Western. Western's limited partner interest in WNRL was 52.5% at March 31, 2017. Our units trade on the New York Stock Exchange ("NYSE") under the symbol "WNRL."

WNRL is principally a fee-based, growth-oriented partnership that owns, operates, develops and acquires logistics and related assets and businesses including terminals, storage tanks, pipelines and other logistics assets related to the terminalling, transportation, storage and distribution of crude oil and refined products. WNRL's assets and operations include 705 miles of pipelines, approximately 12.4 million barrels ("bbls") of active storage capacity, distribution of wholesale petroleum products and crude oil and asphalt trucking.

On September 15, 2016, we acquired certain terminalling, transportation and storage assets from a wholly-owned subsidiary of Western consisting of the Cottage Grove tank farm and certain terminals and storage assets located on site at Western's St. Paul Park refinery ("St. Paul Park Logistics Assets"). The St. Paul Park Logistics Assets primarily receive, store and distribute crude oil, feedstock and refined products associated with Western's St. Paul Park refinery (the "St. Paul Park Logistics Assets"). We acquired the St. Paul Park Logistics Assets from Western in exchange for $195 million in cash and 628,224 common units representing limited partner interests in WNRL. We refer to this transaction as the "St. Paul Park Logistics Transaction." See Note 3, Acquisitions of Common Control Assets, in the Notes to Condensed Consolidated Financial Statements for further discussion.

We recorded the purchase of the St. Paul Park Logistics Assets at Western's historical book value. U.S. generally accepted accounting principles ("GAAP") require that we treat the purchase as a transaction between entities under common control. We have retrospectively adjusted the financial information for WNRL, to include the historical results of the assets acquired, for periods prior to the effective date of the transaction.

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Major Influences on Results of Operations

Supply and Demand for Crude Oil and Refined Products. We generate a significant portion of our revenues under fee-based agreements with Western. These contracts generally provide for stable and predictable cash flows and limit our direct exposure to commodity price fluctuations related to the loss allowance provisions in our commercial agreements. We typically do not have exposure to variability in the prices of the hydrocarbons and other products we handle on Western's behalf, although these risks indirectly influence our activities and results of operations over the long term because of their impact on Western's operations. Our terminal throughput volumes depend primarily on the volume of refined and other products produced at Western’s refineries that, in turn, is ultimately dependent on Western’s refining margins.

Refining margins depend on both the price of crude oil or other feedstock and the price of refined products. Factors affecting the prices of petroleum based commodities include supply and demand in crude oil, gasoline and other refined products. Supply and demand for these products depend on changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, logistics constraints, availability of imports, marketing of competitive fuels, crude oil price differentials and government regulation.

A significant portion of our wholesale fuel sales and all of our lubricants sales are to third-party customers. We purchase substantially all of our fuel from Western on the same day that we sell it, which minimizes our exposure to commodity price fluctuations. The margins we earn on these sales are dependent on a number of factors that are outside of our control, including the overall supply of refined products and lubricants as well as the demand for these products by our customers. Among other circumstances, the margins we earn through these activities would likely be adversely impacted in the event of excess supply of refined products or lubricants and corresponding customer demand that is below historical norms. These supply and demand dynamics are subject to day-to-day variability and may result in volatility in the margins that our wholesale business achieves. Extended periods of market conditions that result in earning margins that are lower than anticipated could adversely affect our financial condition, results of operations and cash flows.

Acquisition Opportunities. We may acquire additional logistics assets from Western or third parties. Under our omnibus agreement, subject to certain exceptions, we have rights of first offer on certain logistics assets owned by Western to the extent Western decides to sell, transfer or otherwise dispose of any of those assets. We also have rights of first offer to acquire additional logistics assets in the Permian Basin or the Four Corners area that Western may construct or acquire in the future. We plan to pursue strategic asset acquisitions from third parties to the extent such acquisitions complement our or Western’s existing asset base or provide attractive potential returns in new areas within our geographic footprint. We believe that we are well-positioned to acquire logistics assets from Western and third parties should such opportunities arise. Identifying and executing acquisitions is a key part of our strategy. If we do not make acquisitions on economically acceptable terms, our future growth will be limited and the acquisitions we do make may reduce, rather than increase, our cash available for distribution. These acquisitions could also affect the comparability of our results from period to period. We expect to fund future growth capital expenditures primarily from a combination of cash-on-hand, borrowings under our Revolving Credit Facility and the issuance of additional equity or debt securities. To the extent we issue additional units to fund future acquisitions or discretionary capital expenditures, the payments of distributions on those additional units may increase the risk that we will be unable to maintain or increase our per unit distribution level.

Factors Affecting the Comparability of Our Financial Results

Revenues

We did not record revenue related to the operations of the St. Paul Park Logistics Assets prior to the St. Paul Park Logistics Transaction on September 15, 2016. In connection with the St. Paul Park Logistics Transaction, we entered into the St. Paul Park Terminalling Agreement. Pursuant to the St. Paul Park Terminalling Agreement, we agreed to provide product storage services, product throughput services and product additive and blending services at the terminal facilities located at or near Western's refinery in St. Paul Park, Minnesota. In exchange for such services, Western has agreed to certain minimum volume commitments and to pay certain fees.

Issuance of Additional Interests

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this offering to repay the borrowings outstanding under our revolving credit facility and fund the cash portion of the purchase price for the St. Paul Park Logistics Transaction.

On May 16, 2016, we entered into an underwriting agreement relating to the issuance and sale by the Partnership of 3,750,000 common units representing limited partner interests in the Partnership. The closing of the offering occurred on May 20, 2016. We also granted the underwriter an option to purchase up to 562,500 additional common units on the same terms, which was exercised in full and closed on June 1, 2016. We used the net proceeds from this offering to repay a portion of the borrowings outstanding under our Revolving Credit Facility.

Critical Accounting Policies and Estimates

We prepare our financial statements in conformity with GAAP. In order to apply these principles, we must make judgments, assumptions and estimates based on the best available information at the time. Actual results may differ based on the continuing development of the information utilized and subsequent events, some of which we may have little or no control over. Our critical accounting policies could materially affect the amounts recorded in our financial statements. Our critical accounting policies, estimates and recent accounting pronouncements that potentially impact us are discussed in detail under Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2016 Form 10-K.

Recent Accounting Pronouncements. From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on our accounting and reporting. We are currently evaluating the effect that certain of these new accounting requirements may have on our accounting and related reporting and disclosures in our condensed consolidated financial statements. For further discussion on recent accounting pronouncements, see Note 2, Basis of Presentation and Significant Accounting Policies, in the Notes to Condensed Consolidated Financial Statements included in this quarterly report.

How We Evaluate Our Operations

Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include but are not limited to pipeline throughput and terminal volumes; wholesale volumes and margins; operating and maintenance expenses; EBITDA and distributable cash flow.

Logistics Volumes. The amount of revenue we generate depends on the volumes of crude oil and refined and other products that we handle with our pipeline and gathering operations and our terminalling, transportation and storage assets. These volumes are primarily affected by the supply of and demand for crude oil, refined products and asphalt in the markets served directly or indirectly by our assets. Although Western has committed to minimum volumes under our commercial agreements, we expect over time that Western will ship volumes in excess of its minimum volume commitment on our pipeline and gathering systems and will terminal volumes in excess of its minimum volume commitments at our terminals. Our results of operations will be impacted by whether or not Western ships and terminals such incremental volumes and by the amount of volumes we handle for third parties.

Wholesale Volumes and Margins. Revenues, earnings and cash flows from our wholesale business are primarily affected by sales volumes and margins for gasoline, diesel fuel and lubricants sold and crude oil and asphalt trucking volumes. We primarily use fuel margin per gallon and fuel gallons sold to evaluate the operating results of the wholesale segment. Our fuel margin per gallon is not generally correlated with changes in absolute price per gallon. Sales volumes of gasoline, diesel fuel and lubricants are affected primarily by demand and competition. Crude oil and asphalt trucking volumes can fluctuate based on local production, competition and demand. Refined product margins are equal to the sales price, net of discounts, less total cost of sales and are measured on a cents per gallon basis. Factors that influence margins include local supply, demand and competition, and the impact to margin of our commercial agreements with Western.

Operating and Maintenance Expenses. Our management seeks to maximize the profitability of our operations by effectively managing operating and maintenance expenses. These expenses primarily consist of labor and employee expenses, lease costs, utility costs, cost of insurance, maintenance materials, supplies, repairs and related expenses and property taxes. These expenses generally remain relatively stable across broad ranges of throughput volumes but can fluctuate from period to period depending on the level of maintenance related activities performed during that period and the timing of such expenses.

Our maintenance costs are generally cyclical in nature. Our terminal facilities are subject to recurring maintenance for normal wear and related maintenance costs are generally consistent from period to period. Our routine service cycle for tank inspections and maintenance at our storage facilities is generally every 10 years. Our pipelines are also subject to routine periodic inspections. When a storage tank change in service occurs, maintenance costs will generally be greater due to increased costs of tank cleaning and hazardous material disposal. The cost of our maintenance is dependent upon the level of repairs deemed necessary as a result of the inspection of the specific asset. We manage our maintenance expenditures on our pipelines,

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terminals, truck fleet and other distribution assets by scheduling maintenance over time to avoid significant variability and minimize impact on our cash flows.

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Results of Operations

The following tables summarize our consolidated and reportable segment financial data and key operating statistics for the three months ended March 31, 2017 and 2016, respectively. The following data should be read in conjunction with our condensed consolidated financial statements and the notes thereto included elsewhere in this quarterly report.

Our operations are organized into two reportable segments based on marketing criteria and the nature of our products and services and our types of customers. These segments are logistics and wholesale. See Note 4, Segment Information, in the Notes to Condensed Consolidated Financial Statements for further discussion.

Consolidated

Three Months Ended March 31, 2017, Compared to the Three Months Ended March 31, 2016



	Three Months Ended
	March 31,
	2017			2016			Change
	(In thousands, except per unit data)
Revenues:
Fee based:
Affiliate	$	65,477		$	51,928		$	13,549
Third-party	619			690			(71		)
Sales based:
Affiliate	125,067			97,529			27,538
Third-party	413,529			317,892			95,637
Total revenues	604,692			468,039			136,653
Operating costs and expenses:
Cost of products sold:
Affiliate	122,699			95,149			27,550
Third-party	394,600			300,441			94,159
Operating and maintenance expenses	44,847			44,658			189
Selling, general and administrative expenses	6,743			5,364			1,379
Gain on disposal of assets, net	(291		)	(99		)	(192		)
Depreciation and amortization	9,732			9,338			394
Total operating costs and expenses	578,330			454,851			123,479
Operating income	26,362			13,188			13,174
Other income (expense):
Interest and debt expense	(6,608		)	(7,052		)	444
Other, net	22			(118		)	140
Net income before income taxes	19,776			6,018			13,758
Benefit (provision) for income taxes	110			(261		)	371
Net income	19,886			5,757			14,129
Less net loss attributable to General Partner	—			(8,250		)	8,250
Net income attributable to limited partners	$	19,886		$	14,007		$	5,879

Net income per limited partner unit:
Common - basic	$	0.22		$	0.28		$	(0.06	)
Common - diluted	0.22			0.28			(0.06		)
Subordinated - basic and diluted	0.51			0.28			0.23

Weighted-average limited partner units outstanding:
Common - basic	45,681			24,448			21,233
Common - diluted	45,688			24,454			21,234
Subordinated - basic and diluted	15,207			22,811			(7,604		)

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	Three Months Ended
	March 31,
	2017			2016			Change
	(In thousands)
Cash Flow Data
Net cash provided by (used in):
Operating activities	$	43,346		$	19,013		$	24,333
Investing activities	(5,107		)	(8,237		)	3,130
Financing activities	(29,593		)	(26,728		)	(2,865		)
Capital expenditures	$	5,470		$	8,356		$	(2,886	)
Other Data
EBITDA (1)	$	36,116		$	28,464		$	7,652
Distributable cash flow (1)	28,075			22,528			5,547

(1)

EBITDA and Distributable Cash Flow are non-GAAP performance and liquidity measures that we believe are useful in evaluating performance as a general indication of, among other things, our operating performance and the ability of our assets to generate sufficient cash to make distributions to our unitholders. We present an explanation and reconciliation to the nearest comparable GAAP measures in the section titled EBITDA and Distributable Cash Flow herein.

Gross Margin. Gross margin is a non-GAAP performance measure that we calculate as total revenues, net of excise taxes, less cost of products sold, exclusive of depreciation and amortization. Gross margin is a non-GAAP performance measure that we believe is important to investors in evaluating our performance as a general indication of the amount above costs of products that we are able to sell our products.



	Three Months Ended
	March 31,
	2017		2016		Change
	(In thousands)
Net sales	$	604,692	$	468,039	$	136,653
Cost of products sold (exclusive of depreciation and amortization)	517,299		395,590		121,709
Gross margin	$	87,393	$	72,449	$	14,944

Gross margin increased by $14.9 million quarter over quarter. This increase was primarily due to increased fee based revenue of $8.7 million in logistics operations mainly resulting from $11.8 million in fees generated by our St. Paul Park Logistics Assets which were acquired on September 15, 2016. Also contributing to the increase were increased finish product transport margin of $4.8 million, crude oil trucking margin of $2.2 million and wholesale fuel margins of $0.1 million. Partially offsetting these increases was a $0.4 million decrease in lubricant margins and a $0.1 million decrease in asphalt trucking gross margin. The average price per gallon sold in the first three months of 2017, was $1.71 compared to $1.22 for the first three months of 2016.

Operating and Maintenance Expenses. Operating and maintenance expenses increased period over period due to an increase in our wholesale segment of $1.1 million, partially offset by a decrease in our logistics segment of $0.9 million.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased primarily due to an increase in our other category and wholesale segment of $1.0 million and $0.4 million, respectively.

Depreciation and Amortization. Depreciation and amortization increased due to the ongoing expansion of our Delaware Basin and Four Corners logistics systems.

Interest and Debt Expense. The decrease in interest expense from prior periods was attributable to lower borrowings under the Revolving Credit Facility during the current period.

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EBITDA and Distributable Cash Flow

We define EBITDA as earnings before interest and debt expense, provision for income taxes and depreciation and amortization. We define Distributable Cash Flow as EBITDA plus the change in deferred revenues, less interest accruals, income taxes paid, maintenance capital expenditures and distributions declared on our TexNew Mex units. The GAAP performance measure most directly comparable to EBITDA is net income. The GAAP liquidity measure most directly comparable to EBITDA and distributable cash flow is net cash provided by operating activities. These non-GAAP financial measures should not be considered alternatives to GAAP net income or net cash provided by operating activities.

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:


•	EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;


•	EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;


•	EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and


•	EBITDA, as we calculate it, may differ from the EBITDA calculations of our affiliates or other companies in our industry, thereby limiting its usefulness as a comparative measure.

EBITDA and Distributable Cash Flow are used as supplemental financial measures by management and by external users of our financial statements, such as investors and commercial banks, to assess:


•	our operating performance and liquidity as compared to those of other companies in the midstream energy industry, without regard to financial methods, historical cost basis or capital structure;


•	the ability of our assets to generate sufficient cash to make distributions to our unitholders;


•	our ability to incur and service debt and fund capital expenditures; and


•	the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

Distributable Cash Flow is a standard used by the investment community with respect to publicly traded partnerships because the value of a partnership unit is, in part, measured by its yield. Yield is based on the amount of cash distributions a partnership can pay to a unitholder. Although distributable cash flow is a liquidity measure, it is presented in this reconciliation to net income as supplemental information.

We believe that the presentation of these non-GAAP measures provides useful information to investors in assessing our financial condition and results of operations. These non-GAAP measures should not be considered as alternatives to net income, net cash provided by operating activities or any other measure of financial performance presented in accordance with GAAP. EBITDA excludes some, but not all, items that affect net income attributable to limited partners. These non-GAAP measures may vary from those of other companies. As a result, EBITDA and Distributable Cash Flow as presented herein may not be comparable to similarly titled measures of other companies.

The calculation of EBITDA and Distributable Cash Flow includes the results of operations for the St. Paul Park Logistics Assets subsequent to the St. Paul Park Logistics Transaction. The results of operations and operating cash flows for the St. Paul Park Logistics Assets are excluded from the EBITDA and Distributable Cash Flow calculations for the comparable periods in the prior year because a retrospective adjustment of these performance measures is not a representative measure of performance results or liquidity.

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The following tables reconcile net income attributable to limited partners and net cash provided by operating activities to EBITDA and Distributable Cash Flow for the three months ended March 31, 2017 and 2016, respectively.



	Three Months Ended
	March 31,
	2017			2016			Change
	(In thousands)
Net income attributable to limited partners	$	19,886		$	14,007		$	5,879
Interest and debt expense	6,608			7,052			(444		)
Provision (benefit) for income taxes	(110		)	261			(371		)
Depreciation and amortization	9,732			7,144			2,588
EBITDA	36,116			28,464			7,652

Change in deferred revenues	364			2,232			(1,868		)
Interest accruals	(6,132		)	(6,709		)	577
Income taxes paid	(89		)	(30		)	(59		)
Maintenance capital expenditures	(2,184		)	(1,429		)	(755		)
Distributable cash flow	$	28,075		$	22,528		$	5,547

Minimum quarterly distribution	$	17,521		$	13,598		$	3,923



	Three Months Ended
	March 31,
	2017			2016			Change
	(In thousands)
Net cash provided by operating activities	$	43,346		$	19,013		$	24,333
Changes in operating assets and liabilities	(12,419		)	(3,150		)	(9,269		)
Interest and debt expense	6,608			7,052			(444		)
Unit-based compensation expense	(635		)	(524		)	(111		)
Amortization of loan fees and original issue discount	(492		)	(342		)	(150		)
Deferred income taxes	(488		)	—			(488		)
Gain on disposal of assets, net	291			99			192
Provision (benefit) for income taxes	(110		)	261			(371		)
Reserve for doubtful accounts	15			(1		)	16
EBITDA attributable to General Partner (1)	—			6,056			(6,056		)
EBITDA	36,116			28,464			7,652

Change in deferred revenues	364			2,232			(1,868		)
Interest accruals	(6,132		)	(6,709		)	577
Income taxes paid	(89		)	(30		)	(59		)
Maintenance capital expenditures	(2,184		)	(1,429		)	(755		)
Distributable cash flow	$	28,075		$	22,528		$	5,547

Minimum quarterly distribution	$	17,521		$	13,598		$	3,923

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(1)	The calculation of EBITDA attributable to General Partner is as follows:



	Three Months Ended
	March 31,
	2016
	(In thousands)
Net loss attributable to General Partner	$	(8,250	)
Depreciation and amortization	2,194
EBITDA attributable to General Partner	$	(6,056	)

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Logistics Segment

Three Months Ended March 31, 2017, Compared to the Three Months Ended March 31, 2016



	Three Months Ended
	March 31,
	2017		2016		Change
	(In thousands, except key operating statistics)
Statement of Operations Data:
Fee based revenues:
Affiliate	$	49,637	$	40,916	$	8,721
Third-party	619		690		(71		)
Total revenues	50,256		41,606		8,650
Operating costs and expenses:
Operating and maintenance expenses	25,828		26,757		(929		)
General and administrative expenses	807		781		26
Loss on disposal of assets, net	10		—		10
Depreciation and amortization	8,581		8,155		426
Total operating costs and expenses	35,226		35,693		(467		)
Operating income	$	15,030	$	5,913	$	9,117
Key Operating Statistics:
Pipeline and gathering (bpd):
Mainline movements (1):
Permian/Delaware Basin system	53,136		49,486		3,650
Four Corners system	47,480		52,467		(4,987		)
TexNew Mex system	4,402		12,544		(8,142		)
Gathering (truck offloading):
Permian/Delaware Basin system	14,605		20,533		(5,928		)
Four Corners system	6,617		12,761		(6,144		)
Pipeline gathering and injection system:
Permian/Delaware Basin system	11,972		7,885		4,087
Four Corners system	24,068		24,437		(369		)
TexNew Mex system	5,336		—		5,336
Tank storage capacity (bbls) (2)	959,087		828,202		130,885
Terminalling, transportation and storage:
Shipments into and out of storage (bpd) (includes asphalt)	584,476		388,258		196,218
Terminal storage capacity (bbls) (2)	11,376,734		7,385,543		3,991,191


(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)	Storage shell capacities represent weighted-average capacities for the periods indicated.

Fee Based Revenues. We generate our logistics revenues from third-party contracts and commercial agreements with Western. On July 1, 2016, we decreased certain pipeline, terminal and other service fee rates with such decreases averaging 3.0% for terminal, storage and gathering activities and 2.0% for crude oil pipeline shipments based on negative changes in the Producer Price Index stipulated in our commercial agreements with Western. Due to the decreased rates and several contributing factors throughout our operating regions, our fee based revenues decreased by $0.8 million period over period.

Our Permian Basin assets increased overall volumes by 3,650 bpd compared to 2016, resulting in increased fees of $0.8 million. Our Four Corners system volumes were down by 4,987 bpd, but current period volumes included movements on

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newly constructed, higher capacity pipelines that receive higher regulatory tariffs than did comparable pipeline deliveries during the first quarter of 2016. These redirected volumes resulted in a $0.3 million increase in Four Corners fees period over period. Our St. Paul Park Logistics Assets that we acquired on September 15, 2016, generated $11.8 million in new fee based revenue during the first quarter of 2017. Prior to acquiring the St. Paul Park Logistics Assets, they did not generate revenue. Offsetting these increases were decreased TexNew Mex Pipeline system volumes of 8,142 bpd, resulting in a decrease of $2.5 million, and decreased terminalling fees of $0.9 million period over period.

Operating and Maintenance Expenses. Operating and maintenance expenses decreased primarily due to decreased outside support services ($2.2 million) and environmental expenses ($0.7 million). These decreases were partially offset by increased maintenance expense ($0.9 million), employee expenses ($0.7 million) and property taxes ($0.3 million).

Depreciation and Amortization. Depreciation and amortization increased due to the ongoing expansion of our Delaware Basin and Four Corners logistics systems.

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Wholesale Segment

Three Months Ended March 31, 2017, Compared to the Three Months Ended March 31, 2016



	Three Months Ended
	March 31,
	2017			2016			Change
	(In thousands, except key operating stats)
Statement of Operations Data:
Fee based revenues (1):
Affiliate	$	15,840		$	11,012		$	4,828
Sales based revenues (1):
Affiliate	125,067			97,529			27,538
Third-party	413,529			317,892			95,637
Total revenues	554,436			426,433			128,003
Operating costs and expenses:
Cost of products sold:
Affiliate	122,699			95,149			27,550
Third-party	394,600			300,441			94,159
Operating and maintenance expenses	19,019			17,901			1,118
Selling, general and administrative expenses	2,294			1,905			389
Gain on disposal of assets, net	(301		)	(99		)	(202		)
Depreciation and amortization	1,151			1,183			(32		)
Total operating costs and expenses	539,462			416,480			122,982
Operating income	$	14,974		$	9,953		$	5,021
Key Operating Statistics:
Fuel gallons sold (in thousands)	302,050			314,943			(12,893		)
Fuel gallons sold to retail (included in fuel gallons sold above) (in thousands)	79,113			79,841			(728		)
Fuel margin per gallon (2)	$	0.042		$	0.028		$	0.014
Lubricant gallons sold (in thousands)	1,321			2,201			(880		)
Lubricant margin per gallon (3)	$	1.08		$	0.69		$	0.39
Asphalt trucking volume (bpd)	5,205			—			5,205
Crude oil trucking volume (bpd)	48,894			35,111			13,783
Average crude oil revenue per barrel	$	2.26		$	2.24		$	0.02


(1)	All wholesale fee based revenues are generated through fees charged to Western's refining segment for truck transportation and delivery of crude oil and asphalt. Affiliate and third-party sales based revenues result from sales of refined products to Western and third-party customers at a delivered price that includes charges for product transportation.


(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 our 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.

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	Three Months Ended
	March 31,
	2017		2016		Change
	(In thousands)
Net sales	$	554,436	$	426,433	$	128,003
Cost of products sold (exclusive of depreciation and amortization)	517,299		395,590		121,709
Gross margin	$	37,137	$	30,843	$	6,294

We primarily use fuel margin per gallon and fuel gallons sold to evaluate the operating results of the wholesale segment. We believe this metric is more useful to investors than utilizing the absolute price per gallon and cost of product sold since fuel prices can be volatile and our fuel margin per gallon is not generally correlated with changes in absolute price per gallon. Wholesale gross margin increased $6.3 million for the three months ended March 31, 2017, compared to the three months ended March 31, 2016. This increase was in part due to increased gross margin of $4.8 million related to finished product transport activity, increased gross margin of $2.2 million associated with crude oil gathering activity by truck and increased fuel margins of $0.1 million primarily due to a per gallon increase in fuel margins of approximately $0.014. These increases were partially offset by $0.4 million decrease in margin from lubricant sales and a decreased gross margin of $0.1 million period over period from asphalt hauling activity by truck. Fuel sales volume decreased by 12.9 million gallons.

Operating and Maintenance Expenses. The increase in operating and maintenance expenses was the result of higher employee expense ($0.9 million) and higher fuel expense for our truck fleet ($0.6 million), partially offset by lower leases expense ($0.4 million).

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased primarily due to increased employee expenses ($0.2 million) and increased insurance expense ($0.1 million).

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Outlook

We generate our operating revenues from our fee-based arrangements with Western, through sales of wholesale fuels to Western and third parties and through fees charged on crude oil and refined product transportation. Our operating results depend significantly on the volumes of crude oil and refined petroleum products that we transport through our pipelines and process through our terminals and transportation operations. The reliability of Western's refineries and the supply of and demand for crude oil and refined petroleum products in the regions that we serve each bear significant influence on our results of operations.

Crude oil production levels in the Delaware Basin grew in the first quarter of 2017 and this growth is expected to continue throughout 2017. In the Four Corners region, crude production was relatively flat in the first quarter. We expect production to remain flat in the short term; however, we expect production in the region to grow toward the end of 2017 and beyond. These factors, both independently and on a combined basis could have an impact on our logistics segment results.

Our wholesale fuel margins are dependent on the contractual prices that we charge to Western and on margins that we realize from third-party customers. To date in the second quarter of 2017, our wholesale fuel margins are improved relative to the average of $0.042 per gallon that we realized for the three months ended March 31, 2017. Our crude and asphalt trucking operations have experienced growth during the three months ended March 31, 2017, and continue to improve in the second quarter of 2017.

Liquidity and Capital Resources

At March 31, 2017, we had cash and cash equivalents of $23.3 million. Our sources for liquidity include cash generated from operations, borrowings under our Revolving Credit Facility and the issuance of equity or debt securities.

On September 15, 2016, we purchased the St. Paul Park Logistics Assets for $195.0 million and 628,224 common units. We funded the cash portion of the consideration through a combination of $20.3 million in direct borrowings under our Revolving Credit Facility and $174.7 million of cash on hand primarily generated from a September 2016 equity offering of 8,625,000 common units for $185.3 million.

At March 31, 2017, the Revolving Credit Facility had availability of $479.0 million, net of $20.3 million in direct borrowings and $0.7 million in outstanding letters of credit. Our Revolving Credit Facility and the indenture governing our WNRL 2023 Senior Notes both contain covenants that limit or restrict our ability to make cash distributions. Under our Revolving Credit Facility, we are permitted to make cash distributions to our equity holders, including our general partner, but only up to the amount of available cash under our partnership agreement and so long as no default exists or will be caused by such distributions. Under the Revolving Credit Facility, we are also required to maintain certain financial ratios, each tested on a quarterly basis for the immediately preceding four quarter period. The indenture governing the WNRL 2023 Senior Notes also prohibits us from making cash distributions to our equity holders, unless no default has occurred or will be caused by such distributions and such distributions are less than the cap amount prescribed in the indenture. See Note 9, Debt, in the Notes to Condensed Consolidated Financial Statements for further discussion on our Revolving Credit Facility.

We have an effective universal shelf Registration Statement on Form S-3 that provides for the registration and sale of up to $1 billion of our or certain of our subsidiaries' equity or debt securities. We may over time, and subject to market conditions, in one or more offerings, offer and sell any combination of the securities described in the prospectus. During the second and third quarter of 2016, we completed equity offerings pursuant to the shelf registration statement and resulted in reduced availability. The current availability under our shelf Registration Statement on Form S-3 is $713.8 million.

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Distributions

Our minimum quarterly distribution of $0.2875 per unit per quarter, or $1.15 per unit on an annualized basis, aggregates to $17.5 million per quarter and $70.1 million per year based on the current number of common units outstanding. We do not have a legal obligation to pay this distribution. Any distributions are subject to compliance with the restrictions of our Revolving Credit Facility.

Our Second Amended and Restated Partnership Agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders, our General Partner as the holder of incentive distribution rights and Western as the holder of the TexNew Mex Units will receive. In accordance with our partnership agreement, Western's subordinated units converted to common units on March 2, 2017 once we met specified distribution targets and successfully completed other tests set forth in our partnership agreement. Our distributions are declared subsequent to quarter end. During the three months ended March 31, 2017 and 2016, we declared and paid distributions that were in excess of the target distribution amounts set forth in our partnership agreement, resulting in distributions to our General Partner as the holder of incentive distribution rights. We made cash distributions to our General Partner of $2.1 million and $0.8 million for the three months ended March 31, 2017 and 2016, respectively. Refer to Note 10, Equity, in the Notes to Condensed Consolidated Financial Statements for further information regarding incentive distribution rights.

The table below summarizes our 2017 quarterly distribution declarations, payments and scheduled payments:



Declaration Date	Record Date	Payment Date	Distribution per Common and Subordinated Unit
January 31, 2017	February 13, 2017	March 1, 2017	$	0.4375
April 28, 2017	May 9, 2017	May 23, 2017	0.4525
Total			$	0.8900

Cash Flows

The following table sets forth our cash flows for the periods indicated:



	Three Months Ended
	March 31,
	2017			2016			Change
	(In thousands)
Net cash provided by operating activities	$	43,346		$	19,013		$	24,333
Net cash used in investing activities	(5,107		)	(8,237		)	3,130
Net cash used in financing activities	(29,593		)	(26,728		)	(2,865		)
Net change in cash and cash equivalents	$	8,646		$	(15,952	)	$	24,598

The increase in net cash from operating activities period over period was primarily the result of an increase in net income and changes in our working capital as disclosed in our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016. The change in third-party accounts receivable was due to a decrease in wholesale third-party receivables. The change in accounts payable and accrued liabilities was primarily due to an increase in wholesale third-party payables and payables associated with accrued payroll expenses related to Western employee services.

Cash flows provided by operating activities for the three months ended March 31, 2017 were primarily used to fund cash distributions to Western and to public holders of our common units of $16.2 million and $12.6 million, respectively, and fund capital expenditures of $5.5 million.

For the same period in 2016, cash flows provided by operating activities were primarily used to repay the borrowings under our Revolving Credit Facility of $15.0 million, fund capital expenditures of $8.4 million and fund cash distributions to Western and to public holders of our common units of $13.4 million and $6.2 million, respectively.

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Capital Expenditures

Our capital requirements have consisted of and are expected to continue to consist of maintenance related capital expenditures and discretionary capital expenditures. As of March 31, 2017, we had cash and cash equivalents of $23.3 million, the majority of which is intended for use in planned growth projects. Maintenance capital expenditures include expenditures required to maintain equipment reliability, tankage and pipeline integrity and safety and to address environmental and other regulatory requirements. Discretionary capital expenditures include expenditures to acquire assets and expand existing facilities that increase throughput capacity of our pipelines and in our terminals or increase storage capacity at our storage facilities. For 2017, we expect to spend $15.6 million for maintenance capital projects and up to $27.0 million in discretionary growth projects. We rely primarily upon external financing sources, including borrowings under our Revolving Credit Facility and the issuance of debt and equity securities, to fund any significant future discretionary capital expenditures.

Contractual Obligations

We include a complete summary of our future contractual obligations and commercial commitments as of December 31, 2016, in our 2016 Form 10-K under Part I, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Contractual Obligations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Regulatory Matters

Our pipeline systems are subject to regulation by various federal, state, and local agencies. Our interstate common carrier crude oil pipeline is subject to regulation by the FERC under the Interstate Commerce Act (the “ICA”) and the Energy Policy Act of 1992 and the rules and regulations promulgated under those laws.

The FERC regulations require, among other things, that rates for interstate pipelines that transport crude oil and refined petroleum products and certain other liquids (collectively referred to as “petroleum pipelines”), be just and reasonable and must not be unduly discriminatory or confer any undue preference upon any shipper. The ICA also requires interstate common carrier petroleum pipelines to file with the FERC and publicly post tariffs stating their interstate transportation rates and terms and conditions of service and apply them uniformly to all shippers. Under the ICA, the FERC or interested persons may challenge existing or changed rates or services. If the FERC determines that a protested rate is unjust and unreasonable, the FERC may order refunds of amounts charged in excess of the just and reasonable rate. The FERC may also order a pipeline to change its rates, and may require a common carrier to pay shippers reparations for damages sustained for a period up to two years prior to the filing of a complaint.

We operate certain segments of our pipeline system pursuant to tariffs filed with the FERC. The FERC or a state commission could investigate our rates on its own initiative or at the urging of a third party. If our rate levels are investigated by the FERC or a state commission, the inquiry could result in a comparison of our rates to those charged by others or to an investigation of our costs. For several segments of our pipeline system, the FERC has granted us a temporary waiver of the filing and reporting requirements. These segments are still subject to the FERC’s jurisdiction under the ICA and we are still subject to the other requirements of the ICA. If the facts upon which the waiver was granted change materially (for example, if an unaffiliated third party seeks access to our pipelines), we are required to inform the FERC, which may result in revocation of the waiver.

In July 2016, the United States Court of Appeals for the District of Columbia Circuit issued its opinion in United Airlines, Inc., et al. v. FERC, finding that FERC had acted arbitrarily and capriciously when it failed to demonstrate that permitting an interstate petroleum products pipeline organized as a limited partnership to include an income tax allowance in the cost of service underlying its rates in addition to the discounted cash flow return on equity would not result in the pipeline partnership owners double-recovering their income taxes. The court vacated FERC’s order and remanded to FERC to consider mechanisms for demonstrating that there is no double recovery as a result of the income tax allowance. On December 15, 2016, FERC issued a Notice of Inquiry requesting energy industry input on how FERC should address income tax allowances in cost-based rates proposed by pipeline companies organized as part of a master limited partnership. FERC’s current policy on income tax allowance permits an income tax allowance in cost-based rates proposed by such pipeline companies to the extent the pipeline companies can show an actual or potential income tax liability to be paid on income generated by the companies’ FERC regulated assets. FERC issued the Notice of Inquiry in response to the remand from the U.S. Court of Appeals for the D.C. Circuit in United Airlines, Inc., et al. v. FERC. We cannot predict whether FERC will successfully justify its conclusion that there is no double recovery of taxes by the oil pipeline when FERC granted the pipeline a tax allowance in its cost-based rates and at the same time set a return on equity underlying the cost-based rates on a pre-tax basis or whether FERC will modify its current policy on income tax allowances for pipeline companies organized as part of a master limited partnership. However, any

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modification that reduces or eliminates an income tax allowance for pipeline companies organized as a part of a master limited partnership could result in an adverse impact on our revenues associated with the transportation services we provide pursuant to cost-based rates.

We are also subject to regulation by the U.S. Department of Transportation (“DOT”) through safety standards and regulations promulgated by the Pipeline and Hazardous Materials Safety Administration (“PHMSA”), the Texas Railroad Commission, the New Mexico Public Regulation Commission, as well as various federal and state environmental agencies. These regulations include, but are not limited to, regulations regarding pipeline design, construction, operation, maintenance, integrity, testing, spill prevention and spill response plans. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time.

Environmental and Other Matters

Environmental Regulation. Our operations are subject to extensive and periodically changing federal, state and local laws, regulations and ordinances relating to the protection of the environment. Among other things, these laws and regulations govern the emission or discharge of pollutants into or onto the land, air and water, the handling and disposal of solid and hazardous wastes, the remediation of contamination and protection of endangered and threatened species. Compliance with existing and anticipated environmental laws and regulations increases our overall cost of business, including our capital costs to develop, maintain, operate and upgrade equipment and facilities. However, these laws and regulations are subject to changes, or to changes in the interpretation of such laws and regulations, by regulatory authorities and continued and future compliance with such laws and regulations may require us to incur significant expenditures. Additionally, violation of environmental laws, regulations and permits can result in the imposition of significant administrative, civil and criminal penalties, injunctions limiting our operations, investigatory or remedial liabilities or construction bans or delays in the development of additional facilities or equipment. Additionally, a release of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, subject us to substantial expenses, including costs to comply with applicable laws and regulations and to resolve claims by third parties for personal injury or property damage, or by the U.S. federal government or state governments for natural resources damages. These impacts could directly and indirectly affect our business and may have an adverse impact on our financial position, results of operations and liquidity. We cannot currently determine the amounts of such future impacts.

Environmental Liabilities. Western has been party to various litigation and contingent loss matters, including environmental matters, arising in the ordinary course of business. We cannot accurately predict the outcome of these matters. Our historical costs have not been material. We are not currently aware of any environmental or other asserted or unasserted claims against us or that involve our assets that would be expected to have a material effect on our financial condition, results of operations or cash flows. Western has agreed to indemnify us for certain environmental cleanup expenses.

Seasonality

The crude oil, refined product and asphalt throughput in our pipelines and terminals and crude oil and asphalt trucking volume are directly affected by the level of supply and demand for crude oil, refined products and asphalt in the markets served directly or indirectly by our assets. However, many effects of seasonality on our revenues will be substantially mitigated through our fee based commercial agreements with Western that include minimum monthly volume commitments.

Item 3. Qualitative and Quantitative Disclosures about Market Risk

Refer to Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2016, for quantitative and qualitative disclosures about market risk. There have been no material changes in our exposures to market risk since December 31, 2016.


Item 4.	Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of March 31, 2017. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2017.

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2017, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

In the ordinary conduct of our business, we are subject to periodic lawsuits, investigations and claims, including environmental claims and employee related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, we do not believe that any currently pending legal proceedings or proceedings to which we are a party will have a material adverse effect on our business, financial condition, results of operations or cash flows.

Item 1A. Risk Factors

There have been no material changes in our risk factors during the three months ended March 31, 2017, from those previously disclosed in the section entitled "Risk Factors" in our 2016 Form 10-K under Part I, Item 1A. Risk Factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

ITEM 6. EXHIBITS.

Exhibit Index***



Exhibit Number		Description
31.1*		Certification Statement of Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification Statement of Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification Statement of Chief Executive Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification Statement of Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		Interactive Data Files

——————

* Filed herewith

** Furnished herewith

*** Reports filed under the Securities Exchange Act of 1934, as amended (Form 10-K, Form 10-Q and Form 8-K), are filed under File No. 001-36114.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WESTERN REFINING LOGISTICS, LP

BY: WESTERN REFINING LOGISTICS GP, LLC




Signature	Title	Date

/s/ Karen B. Davis	Executive Vice President and Chief Financial Officer	May 5, 2017
Karen B. Davis	(Principal Financial Officer and Duly Authorized Signatory)

Western Refining Logistics, LP - FORM 10-Q - May 5, 2017

Attached files

Western Refining Logistics, LP Reports