EL PASO, Texas, Feb. 28, 2017 (GLOBE NEWSWIRE) -- Western Refining, Inc. (NYSE:WNR) today reported results for the fourth quarter ended December 31, 2016. The Company reported a fourth quarter 2016 net loss attributable to Western of $9.6 million, or $(0.09) per diluted share, as compared to net income of $13.5 million, or $0.14 per diluted share for the fourth quarter of 2015. Net loss attributable to Western, excluding special items, was $7.8 million, or $(0.07) per diluted share. This compares to fourth quarter 2015 net income, excluding special items, of $52.2 million, or $0.56 per diluted share. A reconciliation of reported earnings and description of special items can be found in the accompanying financial tables.
For full year 2016, net income attributable to Western was $124.9 million, or $1.24 per diluted share compared to full year 2015 net income attributable to Western of $406.8 million, or $4.28 per diluted share.
Jeff Stevens, Western's Chief Executive Officer, said, "Western had a successful 2016 despite a volatile crude oil price environment and challenging fourth quarter. There was pressure on refining margins throughout 2016 which were considerably below the highs we saw in 2015 and crude oil price differentials also remained narrow. However, we had good, reliable operations at our refineries and completed a major turnaround at our St. Paul Park refinery resulting in additional crude oil flexibility and increased capacity. Additionally, our Retail operations achieved record levels in total fuel volumes and merchandise sales in 2016."
Stevens continued, "Western invested $141 million in discretionary capital during the year to enhance our crude oil flexibility, throughput, and improve product yields at our St. Paul Park refinery and to enhance our logistics capabilities in the Permian, San Juan and Williston Basins. In the Permian and San Juan Basins, we continued to expand our fully integrated crude oil pipeline logistics system and are able to move crude oil south to either our El Paso refinery or eastward to Midland and the Gulf Coast. Additionally, we continued to balance capital investment with returning cash to shareholders. In 2016, we returned approximately $228 million in cash to shareholders through dividends and share repurchases."
Stevens concluded, "As we begin 2017, we are looking forward to the completion of the pending Tesoro transaction. Meanwhile, we remain focused on safe and reliable operations while emphasizing operational efficiencies and managing our costs. We will also continue to maximize the benefits of our investment in Western Refining Logistics. Overall, we have expanded and enhanced our asset base which provides maximum flexibility in these volatile business conditions."
Conference Call Information
A conference call is scheduled for Tuesday, February 28, 2017, at 10:00 am ET to discuss Western's financial results for the fourth quarter and full year ended December 31, 2016. A slide presentation will be available for reference during the conference call. The call, press release, and slide presentation can be accessed on the Investor Relations section on Western's website, www.wnr.com. The call can also be heard by dialing (866) 566-8590 or (702) 224-9819, passcode: 48866421. The audio replay will be available two hours after the end of the call through March 7, 2017, by dialing (800) 585-8367 or (404) 537-3406, passcode: 48866421.
Non-GAAP Financial Measures
In a number of places in the press release and related tables, we have excluded certain income and expense items from GAAP measures. The excluded items are generally non-cash in nature such as unrealized net gains and losses from commodity hedging activities and lower of cost or market inventory adjustments; however, other items that have a cash impact, such as gains or losses on disposal of assets are also excluded. We believe it is useful for investors and financial analysts to understand our financial performance excluding such items so that they can see the operating trends underlying our business. Readers of this press release should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that we report in accordance with GAAP.
About Western Refining
Western Refining, Inc. is an independent refining and marketing company headquartered in El Paso, Texas. The Company operates refineries in El Paso, Gallup, New Mexico and St. Paul Park, Minnesota. The Company’s retail operations includes retail service stations and convenience stores in Arizona, Colorado, Minnesota, New Mexico, Texas, and Wisconsin, operating primarily through the Giant, Howdy’s, and SuperAmerica brands.
Western Refining, Inc. also owns the general partner and approximately 53% of the limited partnership interest of Western Refining Logistics, LP (NYSE:WNRL).
More information about Western Refining is available at www.wnr.com.
Cautionary Statement on Forward-Looking Statements
This communication contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the proposed merger, integration and transition plans, synergies, opportunities, anticipated future performance, expected share buyback program and expected dividends. In addition, the forward-looking statements contained herein include statements about: Western’s ability to continue safe and reliable operations at its refineries; Western's ability to achieve crude oil flexibility and improve product yields at the St. Paul Park refinery; Western's ability to enhance its logistics capabilities in the Permian, San Juan and Williston Basins; continued expansion of Western's crude oil pipeline logistics system and ability to ship crude oil to El Paso, Midland, and the Gulf Coast; the completion of the pending Tesoro transaction; Western's ability to remain focused on safe and reliable operations, to realize operational efficiencies, to manage its costs, and to realize benefits of its investment in WNRL; and Western's ability to achieve maximum flexibility in volatile business conditions. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the expected timing and likelihood of completion of the proposed merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that stockholders of Tesoro Corporation (“Tesoro”) may not approve the issuance of new shares of common stock in the merger or that stockholders of Western Refining, Inc. (“Western”) may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Tesoro’s common stock or Western’s common stock, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Tesoro and Western to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies, the risk that the combined company may not buy back shares, the risk of the amount of any future dividend Tesoro may pay, and other factors. All such factors are difficult to predict and are beyond our control, including those detailed in Tesoro’s annual reports on Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K and registration statement on Form S-4 filed with the SEC on December 14, 2016, as amended (the “Form S-4”) that are available on Tesoro’s website at http://www.tsocorp.com and on the SEC website at http://www.sec.gov, and those detailed in Western’s annual reports on Form 10-K, quarterly reports on Form 10-Q and Current Reports on Form 8-K that are available on Western’s website at http://www.wnr.com and on the SEC website at http://www.sec.gov. Tesoro’s and Western’s forward-looking statements are based on assumptions that Tesoro and Western believe to be reasonable but that may not prove to be accurate. Tesoro and Western undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
No Offer or Solicitation:
This communication relates to a proposed business combination between Western and Tesoro. This announcement is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It:
This communication may be deemed to be solicitation material in respect of the proposed transaction between Tesoro and Western. In connection with the proposed transaction, Tesoro has filed with the SEC, and the SEC has declared effective, a registration statement on Form S-4 (Reg. No. 333-215080), containing a joint proxy statement/prospectus of Tesoro and Western, which proxy statement/prospectus was first mailed to Tesoro and Western stockholders on February 17, 2017. This communication is not a substitute for the registration statement, proxy statement/prospectus or any other documents that Tesoro or Western may file with the SEC or send to stockholders in connection with the proposed transaction. STOCKHOLDERS OF TESORO AND WESTERN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain copies of these documents, including the proxy statement/prospectus, and other documents filed with the SEC (when available) free of charge at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by Tesoro will be made available free of charge on Tesoro’s website at http://www.tsocorp.com or by contacting Tesoro’s Investor Relations Department by phone at 210-626-6000. Copies of documents filed with the SEC by Western will be made available free of charge on Western’s website at http://www.wnr.com or by contacting Western’s Investor Relations Department by phone at 602-286-1530 or 602-286-1533.
Participants in the Solicitation:
Tesoro and its directors and executive officers, and Western and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Tesoro common stock and Western common stock in respect of the proposed transaction. Information about the directors and executive officers of Tesoro is set forth in the proxy statement for Tesoro’s 2016 Annual Meeting of Stockholders, which was filed with the SEC on March 22, 2016, and in the other documents filed after the date thereof by Tesoro with the SEC. Information about the directors and executive officers of Western is set forth in the proxy statement for Western’s 2016 Annual Meeting of Shareholders, which was filed with the SEC on April 22, 2016, and in the other documents filed after the date thereof by Western with the SEC. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
Consolidated Financial Data
We report our operating results in three business segments: refining, WNRL and retail.
- Refining. Our refining segment owns and operates three refineries that process crude oil and other feedstocks primarily into gasoline, diesel fuel, jet fuel and asphalt. We market refined products to a diverse customer base including wholesale distributors and retail chains. The refining segment also sells refined products in the Mid-Atlantic region and Mexico.
- WNRL. WNRL owns and operates terminal, storage, transportation and wholesale assets in the Southwest and terminal and storage assets in the Upper Great Plains region. WNRL's Southwest wholesale assets consist of a fleet of crude oil, asphalt and refined product truck transports and wholesale petroleum product operations. WNRL's primary customer is our refining segment. WNRL purchases its wholesale product supply from the refining segment and third-party suppliers.
- Retail. Our retail segment operates retail convenience stores and unmanned commercial fleet fueling ("cardlock") locations located in the Southwest ("Southwest Retail") and Upper Great Plains ("SuperAmerica") regions. The retail convenience stores sell gasoline, diesel fuel and convenience store merchandise.
The following tables set forth our unaudited summary historical financial and operating data for the periods indicated below:
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| (In thousands, except per share data) | |||||||||||||||
| Statements of Operations Data | |||||||||||||||
| Net sales (1) | $ | 2,115,325 | $ | 2,070,324 | $ | 7,743,213 | $ | 9,787,036 | |||||||
| Operating costs and expenses: | |||||||||||||||
| Cost of products sold (exclusive of depreciation and amortization) (1) | 1,721,812 | 1,706,406 | 5,978,811 | 7,521,375 | |||||||||||
| Direct operating expenses (exclusive of depreciation and amortization) (1) | 240,716 | 228,451 | 928,023 | 902,925 | |||||||||||
| Selling, general and administrative expenses | 51,204 | 55,437 | 217,861 | 225,245 | |||||||||||
| Merger and reorganization costs | 8,453 | — | 12,440 | — | |||||||||||
| Loss (gain) and impairments on disposal of assets, net | (90 | ) | 208 | (1,271 | ) | 51 | |||||||||
| Maintenance turnaround expense | 19,404 | 836 | 47,137 | 2,024 | |||||||||||
| Depreciation and amortization | 55,456 | 52,845 | 216,787 | 205,291 | |||||||||||
| Total operating costs and expenses | 2,096,955 | 2,044,183 | 7,399,788 | 8,856,911 | |||||||||||
| Operating income | 18,370 | 26,141 | 343,425 | 930,125 | |||||||||||
| Other income (expense): | |||||||||||||||
| Interest income | 256 | 153 | 692 | 703 | |||||||||||
| Interest and debt expense | (35,226 | ) | (26,434 | ) | (123,291 | ) | (105,603 | ) | |||||||
| Loss on extinguishment of debt | (3,916 | ) | — | (3,916 | ) | — | |||||||||
| Other, net | 7,152 | 1,604 | 24,964 | 13,161 | |||||||||||
| Net income (loss) before income taxes | (13,364 | ) | 1,464 | 241,874 | 838,386 | ||||||||||
| Provision for income taxes | 13,613 | 6,034 | (54,868 | ) | (223,955 | ) | |||||||||
| Net income | 249 | 7,498 | 187,006 | 614,431 | |||||||||||
| Less net income (loss) attributable to non-controlling interests (2) | 9,838 | (6,047 | ) | 62,067 | 207,675 | ||||||||||
| Net income (loss) attributable to Western Refining, Inc. | $ | (9,589 | ) | $ | 13,545 | $ | 124,939 | $ | 406,756 | ||||||
| Basic earnings (loss) per share | $ | (0.09 | ) | $ | 0.14 | $ | 1.24 | $ | 4.28 | ||||||
| Diluted earnings (loss) per share (3) | (0.09 | ) | 0.14 | 1.24 | 4.28 | ||||||||||
| Dividends declared per common share | 0.38 | 0.38 | 1.52 | 1.36 | |||||||||||
| Weighted average basic shares outstanding | 108,431 | 93,683 | 100,473 | 94,899 | |||||||||||
| Weighted average dilutive shares outstanding | 108,890 | 93,785 | 100,868 | 94,999 | |||||||||||
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| (In thousands) | |||||||||||||||
| Economic Hedging Activities Recognized Within Cost of Products Sold | |||||||||||||||
| Realized hedging gain, net | $ | 12,663 | $ | 41,374 | $ | 58,773 | $ | 93,699 | |||||||
| Unrealized hedging loss, net | (22,976 | ) | (8,160 | ) | (77,674 | ) | (50,233 | ) | |||||||
| Total hedging gain (loss), net | $ | (10,313 | ) | $ | 33,214 | $ | (18,901 | ) | $ | 43,466 | |||||
| Cash Flow Data | |||||||||||||||
| Net cash provided by (used in): | |||||||||||||||
| Operating activities | $ | 105,870 | $ | 177,419 | $ | 383,747 | $ | 843,083 | |||||||
| Investing activities | 130,737 | (157,392 | ) | (226,342 | ) | (191,846 | ) | ||||||||
| Financing activities | (234,122 | ) | 42,905 | (661,326 | ) | (309,894 | ) | ||||||||
| Capital expenditures | $ | 65,872 | $ | 94,887 | $ | 300,969 | $ | 290,863 | |||||||
| Cash distributions received by Western from: | |||||||||||||||
| NTI | $ | 110,000 | $ | 37,047 | $ | 129,949 | $ | 135,365 | |||||||
| WNRL | 15,119 | 12,610 | 56,190 | 45,455 | |||||||||||
| Other Data | |||||||||||||||
| Adjusted EBITDA (4) | $ | 92,629 | $ | 203,614 | $ | 575,994 | $ | 1,298,124 | |||||||
| Balance Sheet Data (at end of period) | |||||||||||||||
| Cash and cash equivalents | $ | 268,581 | $ | 772,502 | |||||||||||
| Restricted cash | — | 69,106 | |||||||||||||
| Working capital | 688,477 | 1,114,366 | |||||||||||||
| Total assets | 5,560,397 | 5,833,393 | |||||||||||||
| Total debt and lease financing obligation | 1,936,468 | 1,703,626 | |||||||||||||
| Total equity | 2,296,960 | 2,945,906 | |||||||||||||
(1) Excludes $948.1 million, $3,558.4 million, $850.6 million and $3,869.8 million of intercompany sales; $948.1 million, $3,558.4 million, $850.6 million and $3,869.8 million of intercompany cost of products sold for the three and twelve months ended December 31, 2016 and 2015, respectively.
(2) Net income (loss) attributable to non-controlling interests for the twelve months ended December 31, 2016 and 2015, consisted of income from NTI of $35.3 million and $186.5 million, respectively, and $(11.0) million for the three months ended December 31, 2015 with no comparable activity during the three months ended December 31, 2016. Net income attributable to non-controlling interest for the three and twelve months ended December 31, 2016 and 2015, consisted of income from WNRL of $9.8 million, $26.7 million, $5.0 million and $21.2 million, respectively.
(3) Our computation of diluted earnings per share includes the dilutive effect of any unvested restricted shares units and phantom stock. If determined to be dilutive to period earnings, these securities are included in the denominator of our diluted earnings per share calculation. For purposes of the diluted earnings per share calculation, we assumed issuance of 0.5 million and 0.4 million restricted share units and phantom stock for the three and twelve months ended December 31, 2016, respectively. We assumed issuance of 0.1 million restricted share units for both the three and twelve months ended December 31, 2015.
(4) Adjusted EBITDA represents earnings before interest and debt expense, provision for income taxes, depreciation, amortization, maintenance turnaround expense and certain other non-cash income and expense items. However, Adjusted EBITDA is not a recognized measurement under U.S. generally accepted accounting principles ("GAAP"). Our management believes that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, our management believes that Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of Adjusted EBITDA generally eliminates the effects of financings, income taxes, the accounting effects of significant turnaround activities (that many of our competitors capitalize and thereby exclude from their measures of EBITDA) and certain non-cash charges that are items that may vary for different companies for reasons unrelated to overall operating performance.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
- Adjusted EBITDA does not reflect our cash expenditures or future requirements for significant turnaround activities, capital expenditures or contractual commitments;
- Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
- Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and
- Adjusted EBITDA, as we calculate it, may differ from the Adjusted EBITDA calculations of other companies in our industry, thereby limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. The following table reconciles net income attributable to Western Refining, Inc. to Adjusted EBITDA for the periods presented:
| Three Months Ended | Twelve Months Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| (In thousands) | |||||||||||||||
| Net income (loss) attributable to Western Refining, Inc. | $ | (9,589 | ) | $ | 13,545 | $ | 124,939 | $ | 406,756 | ||||||
| Net income (loss) attributable to non-controlling interests | 9,838 | (6,047 | ) | 62,067 | 207,675 | ||||||||||
| Interest and debt expense | 35,226 | 26,434 | 123,291 | 105,603 | |||||||||||
| Provision for income taxes | (13,613 | ) | (6,034 | ) | 54,868 | 223,955 | |||||||||
| Depreciation and amortization | 55,456 | 52,845 | 216,787 | 205,291 | |||||||||||
| Maintenance turnaround expense | 19,404 | 836 | 47,137 | 2,024 | |||||||||||
| Loss (gain) and impairments on disposal of assets, net | (90 | ) | 208 | (1,271 | ) | 51 | |||||||||
| Loss on extinguishment of debt | 3,916 | — | 3,916 | — | |||||||||||
| Net change in lower of cost or market inventory reserve | (30,895 | ) | 113,667 | (133,414 | ) | 96,536 | |||||||||
| Unrealized loss on commodity hedging transactions | 22,976 | 8,160 | 77,674 | 50,233 | |||||||||||
| Adjusted EBITDA | $ | 92,629 | $ | 203,614 | $ | 575,994 | $ | 1,298,124 | |||||||
| Adjusted EBITDA: | |||||||||||||||
| Western (1) | $ | 55,892 | $ | 175,932 | $ | 450,836 | $ | 1,191,740 | |||||||
| WNRL | 36,737 | 27,682 | 125,158 | 106,384 | |||||||||||
| Consolidated Adjusted EBITDA | $ | 92,629 | $ | 203,614 | $ | 575,994 | $ | 1,298,124 | |||||||
| Three Months Ended | |||||||||||||||
| December 31, | |||||||||||||||
| 2016 | 2015 | ||||||||||||||
| Western (1) | WNRL | Western (1) | WNRL | ||||||||||||
| (Unaudited) | |||||||||||||||
| (In thousands) | |||||||||||||||
| Net income (loss) attributable to Western Refining, Inc. | $ | (20,503 | ) | $ | 10,914 | $ | 3,699 | $ | 9,846 | ||||||
| Net income (loss) attributable to non-controlling interests | — | 9,838 | (11,043 | ) | 4,996 | ||||||||||
| Interest and debt expense | 28,868 | 6,358 | 19,743 | 6,691 | |||||||||||
| Provision for income taxes | (13,559 | ) | (54 | ) | (5,727 | ) | (307 | ) | |||||||
| Depreciation and amortization | 45,684 | 9,772 | 46,368 | 6,477 | |||||||||||
| Maintenance turnaround expense | 19,404 | — | 836 | — | |||||||||||
| Loss (gain) and impairments on disposal of assets, net | 1 | (91 | ) | 229 | (21 | ) | |||||||||
| Loss on extinguishment of debt | 3,916 | — | — | — | |||||||||||
| Net change in lower of cost or market inventory reserve | (30,895 | ) | — | 113,667 | — | ||||||||||
| Unrealized loss on commodity hedging transactions | 22,976 | — | 8,160 | — | |||||||||||
| Adjusted EBITDA | $ | 55,892 | $ | 36,737 | $ | 175,932 | $ | 27,682 | |||||||
| Twelve Months Ended | |||||||||||||||
| December 31, | |||||||||||||||
| 2016 | 2015 | ||||||||||||||
| Western (1) | WNRL | Western (1) | WNRL | ||||||||||||
| (Unaudited) | |||||||||||||||
| (In thousands) | |||||||||||||||
| Net income attributable to Western Refining, Inc. | $ | 85,027 | $ | 39,912 | $ | 365,338 | $ | 41,418 | |||||||
| Net income attributable to non-controlling interests | 35,323 | 26,744 | 186,520 | 21,155 | |||||||||||
| Interest and debt expense | 97,319 | 25,972 | 82,496 | 23,107 | |||||||||||
| Provision for income taxes | 54,162 | 706 | 223,908 | 47 | |||||||||||
| Depreciation and amortization | 183,909 | 32,878 | 184,356 | 20,935 | |||||||||||
| Maintenance turnaround expense | 47,137 | — | 2,024 | — | |||||||||||
| Loss (gain) and impairments on disposal of assets, net | (217 | ) | (1,054 | ) | 329 | (278 | ) | ||||||||
| Loss on extinguishment of debt | 3,916 | — | — | — | |||||||||||
| Net change in lower of cost or market inventory reserve | (133,414 | ) | — | 96,536 | — | ||||||||||
| Unrealized loss on commodity hedging transactions | 77,674 | — | 50,233 | — | |||||||||||
| Adjusted EBITDA | $ | 450,836 | $ | 125,158 | $ | 1,191,740 | $ | 106,384 | |||||||
(1) Our presentation of Adjusted EBITDA for Western excludes the results of WNRL for all periods presented.
Consolidating Financial Data
The following tables set forth our consolidating historical financial data for the periods presented below.
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| (In thousands) | |||||||||||||||
| Operating Income | |||||||||||||||
| Refining | $ | 18,807 | $ | 30,126 | $ | 357,610 | $ | 930,531 | |||||||
| WNRL | 27,039 | 14,340 | 70,095 | 55,794 | |||||||||||
| Retail | 3,953 | 4,923 | 25,146 | 41,279 | |||||||||||
| Other | (31,429 | ) | (23,248 | ) | (109,426 | ) | (97,479 | ) | |||||||
| Operating income | $ | 18,370 | $ | 26,141 | $ | 343,425 | $ | 930,125 | |||||||
| Depreciation and Amortization | |||||||||||||||
| Refining | $ | 39,388 | $ | 36,192 | $ | 150,989 | $ | 142,108 | |||||||
| WNRL | 9,772 | 9,568 | 39,242 | 35,384 | |||||||||||
| Retail | 5,571 | 5,940 | 23,193 | 23,197 | |||||||||||
| Other | 725 | 1,145 | 3,363 | 4,602 | |||||||||||
| Depreciation and amortization expense | $ | 55,456 | $ | 52,845 | $ | 216,787 | $ | 205,291 | |||||||
| Capital Expenditures | |||||||||||||||
| Refining | $ | 48,182 | $ | 73,335 | $ | 248,863 | $ | 201,249 | |||||||
| WNRL | 4,783 | 13,485 | 29,161 | 65,635 | |||||||||||
| Retail | 11,780 | 7,720 | 20,308 | 20,895 | |||||||||||
| Other | 1,127 | 347 | 2,637 | 3,084 | |||||||||||
| Capital expenditures | $ | 65,872 | $ | 94,887 | $ | 300,969 | $ | 290,863 | |||||||
| Balance Sheet Data (at end of period) | |||||||||||||||
| Cash and cash equivalents | |||||||||||||||
| Western, excluding WNRL | $ | 253,929 | $ | 727,897 | |||||||||||
| WNRL | 14,652 | 44,605 | |||||||||||||
| Cash and cash equivalents | $ | 268,581 | $ | 772,502 | |||||||||||
| Total debt | |||||||||||||||
| Western, excluding WNRL | $ | 1,569,273 | $ | 1,212,927 | |||||||||||
| WNRL | 313,032 | 437,467 | |||||||||||||
| Total debt | $ | 1,882,305 | $ | 1,650,394 | |||||||||||
| Total working capital | |||||||||||||||
| Western, excluding WNRL | $ | 705,667 | $ | 1,078,574 | |||||||||||
| WNRL | (17,190 | ) | 35,792 | ||||||||||||
| Total working capital | $ | 688,477 | $ | 1,114,366 | |||||||||||
Refining
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| (In thousands, except per barrel data) | |||||||||||||||
| Statement of Operations Data: | |||||||||||||||
| Net sales (including intersegment sales) (1) | $ | 1,906,648 | $ | 1,818,753 | $ | 6,918,931 | $ | 8,777,196 | |||||||
| Operating costs and expenses: | |||||||||||||||
| Cost of products sold (exclusive of depreciation and amortization) (7) | 1,688,665 | 1,619,368 | 5,831,811 | 7,176,706 | |||||||||||
| Direct operating expenses (exclusive of depreciation and amortization) | 126,776 | 116,315 | 472,128 | 459,996 | |||||||||||
| Selling, general and administrative expenses | 13,608 | 15,863 | 59,239 | 65,422 | |||||||||||
| Loss and impairments on disposal of assets, net | — | 53 | 17 | 409 | |||||||||||
| Maintenance turnaround expense | 19,404 | 836 | 47,137 | 2,024 | |||||||||||
| Depreciation and amortization | 39,388 | 36,192 | 150,989 | 142,108 | |||||||||||
| Total operating costs and expenses | 1,887,841 | 1,788,627 | 6,561,321 | 7,846,665 | |||||||||||
| Operating income | $ | 18,807 | $ | 30,126 | $ | 357,610 | $ | 930,531 | |||||||
| Key Operating Statistics | |||||||||||||||
| Total sales volume (bpd) (2) | 314,391 | 336,617 | 312,699 | 338,403 | |||||||||||
| Total refinery production (bpd) | 250,254 | 254,321 | 256,177 | 256,197 | |||||||||||
| Total refinery throughput (bpd) (3) | 252,063 | 255,847 | 258,023 | 258,322 | |||||||||||
| Per barrel of throughput: | |||||||||||||||
| Refinery gross margin (4) (5) (7) | $ | 9.36 | $ | 8.35 | $ | 11.45 | $ | 16.93 | |||||||
| Refinery gross margin, excluding LCM adjustment (4) (5) (7) | 8.06 | 13.13 | 10.05 | 17.95 | |||||||||||
| Direct operating expenses (6) | 5.46 | 4.94 | 5.00 | 4.87 | |||||||||||
| Mid-Atlantic sales volume (bbls) | 1,549 | 1,759 | 7,239 | 8,356 | |||||||||||
| Mid-Atlantic margin per barrel | $ | 0.60 | $ | 1.61 | $ | 0.82 | $ | 0.46 | |||||||
El Paso Refinery
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| Key Operating Statistics | |||||||||||||||
| Refinery product yields (bpd): | |||||||||||||||
| Gasoline | 77,482 | 68,976 | 74,916 | 70,200 | |||||||||||
| Diesel and jet fuel | 55,561 | 48,972 | 55,793 | 54,082 | |||||||||||
| Residuum | 3,086 | 2,524 | 2,929 | 4,174 | |||||||||||
| Other | 3,755 | 5,964 | 4,747 | 4,872 | |||||||||||
| Total refinery production (bpd) | 139,884 | 126,436 | 138,385 | 133,328 | |||||||||||
| Refinery throughput (bpd): | |||||||||||||||
| Sweet crude oil | 104,276 | 99,765 | 104,454 | 105,064 | |||||||||||
| Sour crude oil | 27,657 | 22,634 | 26,612 | 22,949 | |||||||||||
| Other feedstocks and blendstocks | 9,374 | 5,459 | 8,805 | 7,064 | |||||||||||
| Total refinery throughput (bpd) (3) | 141,307 | 127,858 | 139,871 | 135,077 | |||||||||||
| Total sales volume (bpd) (2) | 148,971 | 144,423 | 148,808 | 148,897 | |||||||||||
| Per barrel of throughput: | |||||||||||||||
| Refinery gross margin (4) (7) | $ | 10.57 | $ | 9.55 | $ | 10.93 | $ | 16.48 | |||||||
| Direct operating expenses (6) | 3.86 | 4.22 | 3.82 | 4.02 | |||||||||||
Gallup Refinery
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| Key Operating Statistics | |||||||||||||||
| Refinery product yields (bpd): | |||||||||||||||
| Gasoline | 15,446 | 17,068 | 16,315 | 17,066 | |||||||||||
| Diesel and jet fuel | 7,654 | 7,569 | 7,574 | 7,994 | |||||||||||
| Other | 1,689 | 646 | 1,355 | 1,303 | |||||||||||
| Total refinery production (bpd) | 24,789 | 25,283 | 25,244 | 26,363 | |||||||||||
| Refinery throughput (bpd): | |||||||||||||||
| Sweet crude oil | 22,412 | 21,979 | 22,964 | 24,071 | |||||||||||
| Other feedstocks and blendstocks | 2,883 | 3,633 | 2,787 | 2,659 | |||||||||||
| Total refinery throughput (bpd) (3) | 25,295 | 25,612 | 25,751 | 26,730 | |||||||||||
| Total sales volume (bpd) (2) | 32,620 | 32,014 | 34,427 | 33,005 | |||||||||||
| Per barrel of throughput: | |||||||||||||||
| Refinery gross margin (4) (7) | $ | 11.45 | $ | 13.61 | $ | 12.23 | $ | 18.34 | |||||||
| Direct operating expenses (6) | 11.91 | 8.60 | 9.51 | 8.38 | |||||||||||
St. Paul Park Refinery
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| Key Operating Statistics | |||||||||||||||
| Refinery product yields (bpd): | |||||||||||||||
| Gasoline | 43,694 | 50,303 | 46,287 | 46,453 | |||||||||||
| Diesel and jet fuel | 31,808 | 35,033 | 30,767 | 33,356 | |||||||||||
| Residuum | 5,565 | 11,500 | 9,661 | 10,933 | |||||||||||
| Other | 4,515 | 5,766 | 5,833 | 5,764 | |||||||||||
| Total refinery production (bpd) | 85,582 | 102,602 | 92,548 | 96,506 | |||||||||||
| Refinery throughput (bpd): | |||||||||||||||
| Light crude oil | 38,187 | 55,116 | 49,794 | 55,612 | |||||||||||
| Synthetic crude oil | 28,434 | 15,571 | 17,516 | 13,127 | |||||||||||
| Heavy crude oil | 13,645 | 25,948 | 21,641 | 24,962 | |||||||||||
| Other feedstocks and blendstocks | 5,195 | 5,742 | 3,449 | 2,814 | |||||||||||
| Total refinery throughput (bpd) (3) | 85,461 | 102,377 | 92,400 | 96,515 | |||||||||||
| Total sales volume (bpd) (2) | 92,712 | 103,483 | 98,965 | 101,349 | |||||||||||
| Per barrel of throughput: | |||||||||||||||
| Refinery gross margin (4) (7) | $ | 5.54 | $ | 14.26 | $ | 9.17 | $ | 18.88 | |||||||
| Direct operating expenses (6) | 5.34 | 4.12 | 4.66 | 4.33 | |||||||||||
(1) Refining net sales for the three and twelve months ended December 31, 2016 and 2015, includes $206.1 million, $547.4 million, $230.0 million and $1,078.2 million, respectively, in crude oil sales to third parties representing a period average of 46,990 bpd, 34,177 bpd, 59,344 bpd and 61,516 bpd, respectively.
(2) Sales volume includes sales of refined products sourced primarily from our refinery production as well as refined products purchased from third parties. We purchase additional refined products from third parties to supplement supply to our customers. These products are similar to the products that we currently manufacture and represent 5.4%, 5.7%, 5.5% and 6.5% of our total consolidated sales volumes for the three and twelve months ended December 31, 2016 and 2015, respectively. The majority of the purchased refined products are distributed through our refined product sales activities in the Mid-Atlantic region where we satisfied our refined product customer sales requirements via a third-party supply agreement through December 31, 2016.
(3) Total refinery throughput includes crude oil, other feedstocks and blendstocks.
(4) Refinery gross margin is a per barrel measurement calculated by dividing the difference between net sales and cost of products sold by our refineries’ total throughput volumes for the respective periods presented. Net realized and net non-cash unrealized economic hedging gains and losses included in the combined refining segment gross margin are not allocated to the individual refineries. Cost of products sold does not include any depreciation or amortization. Refinery gross margin is a non-GAAP performance measure that we believe is important to investors in evaluating our refinery performance as a general indication of the amount above our cost of products that we are able to sell refined products. Each of the components used in this calculation (net sales and cost of products sold) can be reconciled directly to our statement of operations. Our calculation of refinery gross margin may differ from similar calculations of other companies in our industry, thereby limiting its usefulness as a comparative measure.
Our calculation of refinery gross margin excludes the sales and costs related to our Mid-Atlantic business that we report within the refining segment. The following table reconciles the sales and cost of sales used to calculate refinery gross margin with the total sales and cost of sales reported in the refining statement of operations data above:
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| (In thousands) | |||||||||||||||
| Refinery net sales (including intersegment sales) | $ | 1,804,640 | $ | 1,715,670 | $ | 6,485,540 | $ | 8,177,250 | |||||||
| Mid-Atlantic sales | 102,008 | 103,083 | 433,391 | 599,946 | |||||||||||
| Net sales (including intersegment sales) | $ | 1,906,648 | $ | 1,818,753 | $ | 6,918,931 | $ | 8,777,196 | |||||||
| Refinery cost of products sold (exclusive of depreciation and amortization) | $ | 1,587,579 | $ | 1,519,117 | $ | 5,404,339 | $ | 6,580,591 | |||||||
| Mid-Atlantic cost of products sold | 101,086 | 100,251 | 427,472 | 596,115 | |||||||||||
| Cost of products sold (exclusive of depreciation and amortization) | $ | 1,688,665 | $ | 1,619,368 | $ | 5,831,811 | $ | 7,176,706 | |||||||
The following table reconciles combined gross profit for our refineries to combined gross margin for our refineries for the periods presented:
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| (In thousands, except per barrel data) | |||||||||||||||
| Net sales (including intersegment sales) | $ | 1,804,640 | $ | 1,715,670 | $ | 6,485,540 | $ | 8,177,250 | |||||||
| Cost of products sold (exclusive of depreciation and amortization) | 1,587,579 | 1,519,117 | 5,404,339 | 6,580,591 | |||||||||||
| Depreciation and amortization | 39,388 | 36,192 | 150,989 | 142,108 | |||||||||||
| Gross profit | 177,673 | 160,361 | 930,212 | 1,454,551 | |||||||||||
| Plus depreciation and amortization | 39,388 | 36,192 | 150,989 | 142,108 | |||||||||||
| Refinery gross margin | $ | 217,061 | $ | 196,553 | $ | 1,081,201 | $ | 1,596,659 | |||||||
| Refinery gross margin per refinery throughput barrel | $ | 9.36 | $ | 8.35 | $ | 11.45 | $ | 16.93 | |||||||
| Gross profit per refinery throughput barrel | $ | 7.66 | $ | 6.81 | $ | 9.85 | $ | 15.43 | |||||||
(5) Cost of products sold for the combined refining segment includes changes in the lower of cost or market inventory reserve shown in the table below. The reserve changes are also included in the combined refinery gross margin but are not included in those measures for the individual refineries. The following table calculates the refinery gross margin per refinery throughput barrel excluding changes in the lower of cost or market inventory reserve that we believe is useful in evaluating our refinery performance exclusive of the impact of fluctuations in inventory values:
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| (in thousands, except per barrel data) | |||||||||||||||
| Refinery gross margin | $ | 217,061 | $ | 196,553 | $ | 1,081,201 | $ | 1,596,659 | |||||||
| Net change in lower of cost or market inventory reserve | (30,246 | ) | 112,432 | (131,954 | ) | 95,835 | |||||||||
| Refinery gross margin, excluding LCM adjustment | $ | 186,815 | $ | 308,985 | $ | 949,247 | $ | 1,692,494 | |||||||
| Refinery gross margin, excluding LCM adjustment, per refinery throughput barrel | $ | 8.06 | $ | 13.13 | $ | 10.05 | $ | 17.95 | |||||||
(6) Refinery direct operating expenses per throughput barrel is calculated by dividing direct operating expenses by total throughput volumes for the respective periods presented. Direct operating expenses do not include any depreciation or amortization.
(7) Cost of products sold for the combined refining segment includes the net realized and net non-cash unrealized hedging activity shown in the table below. The hedging gains and losses are also included in the combined gross profit and refinery gross margin but are not included in those measures for the individual refineries.
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| (In thousands) | |||||||||||||||
| Realized hedging gain, net | $ | 12,663 | $ | 41,374 | $ | 58,773 | $ | 93,699 | |||||||
| Unrealized hedging loss, net | (22,976 | ) | (8,160 | ) | (77,674 | ) | (50,233 | ) | |||||||
| Total hedging gain (loss), net | $ | (10,313 | ) | $ | 33,214 | $ | (18,901 | ) | $ | 43,466 | |||||
WNRL
The WNRL financial and operational data presented includes the historical results of all assets acquired from Western in the St. Paul Park Logistics Transaction and the TexNew Mex Pipeline Transaction. These acquisitions from Western were transfers of assets between entities under common control. We have retrospectively adjusted historical financial and operational data of WNRL, for all periods presented, to reflect the purchase and consolidation of the purchased assets into WNRL.
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| (In thousands) | |||||||||||||||
| Net sales | $ | 606,816 | $ | 575,897 | $ | 2,222,718 | $ | 2,599,867 | |||||||
| Operating costs and expenses: | |||||||||||||||
| Cost of products sold | 520,731 | 500,853 | 1,916,113 | 2,308,137 | |||||||||||
| Direct operating expenses | 43,833 | 44,611 | 174,936 | 175,767 | |||||||||||
| Selling, general and administrative expenses | 5,532 | 6,546 | 23,386 | 25,063 | |||||||||||
| Gain and impairments on disposal of assets, net | (91 | ) | (21 | ) | (1,054 | ) | (278 | ) | |||||||
| Depreciation and amortization | 9,772 | 9,568 | 39,242 | 35,384 | |||||||||||
| Total operating costs and expenses | 579,777 | 561,557 | 2,152,623 | 2,544,073 | |||||||||||
| Operating income | $ | 27,039 | $ | 14,340 | $ | 70,095 | $ | 55,794 | |||||||
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| (In thousands, except per gallon/barrel data) | |||||||||||||||
| Pipeline and gathering (bpd): | |||||||||||||||
| Mainline movements: | |||||||||||||||
| Permian/Delaware Basin system | 52,090 | 52,068 | 51,805 | 47,368 | |||||||||||
| TexNew Mex system | 7,790 | 14,566 | 9,543 | 12,302 | |||||||||||
| Four Corners system (1) | 49,278 | 60,115 | 53,204 | 56,079 | |||||||||||
| Gathering (truck offloading) (bpd): | |||||||||||||||
| Permian/Delaware Basin system | 16,809 | 21,865 | 17,662 | 23,617 | |||||||||||
| Four Corners system | 8,417 | 13,589 | 10,464 | 13,438 | |||||||||||
| Terminalling, transportation and storage (bpd): | |||||||||||||||
| Shipments into and out of storage (includes asphalt) | 568,288 | 377,698 | 441,865 | 391,842 | |||||||||||
| Wholesale: | |||||||||||||||
| Fuel gallons sold | 317,998 | 318,186 | 1,258,027 | 1,237,994 | |||||||||||
| Fuel gallons sold to retail (included in fuel gallons sold, above) | 81,521 | 78,780 | 332,214 | 314,604 | |||||||||||
| Fuel margin per gallon (2) | $ | 0.030 | $ | 0.026 | $ | 0.028 | $ | 0.030 | |||||||
| Lubricant gallons sold | 1,385 | 2,728 | 6,787 | 11,697 | |||||||||||
| Lubricant margin per gallon (3) | $ | 0.83 | $ | 0.77 | $ | 0.85 | $ | 0.73 | |||||||
| Asphalt trucking volume (bpd) | 5,518 | — | 4,727 | — | |||||||||||
| Crude oil trucking volume (bpd) | 40,586 | 39,675 | 38,582 | 45,337 | |||||||||||
| Average crude oil trucking revenue per barrel | $ | 2.12 | $ | 2.35 | $ | 2.16 | $ | 2.53 | |||||||
(1) Some barrels of crude oil in route to Western's Gallup refinery and Permian/Delaware Basin are transported on more than one mainline. Mainline movements for the Four Corners and Delaware Basin systems include each barrel transported on each mainline.
(2) Fuel margin per gallon is a function of the difference between fuel sales and cost of fuel sales divided by the number of total gallons sold less gallons sold to our retail segment. 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 lubricant sales. Lubricant margin is a measure frequently used in the petroleum products wholesale industry to measure operating results related to lubricant sales.
Retail
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| (In thousands, except per gallon data) | |||||||||||||||
| Statement of Operations Data: | |||||||||||||||
| Net sales (including intersegment sales) | $ | 549,913 | $ | 526,234 | $ | 2,159,946 | $ | 2,279,737 | |||||||
| Operating costs and expenses: | |||||||||||||||
| Cost of products sold (exclusive of depreciation and amortization) | 460,468 | 436,727 | 1,789,269 | 1,906,048 | |||||||||||
| Direct operating expenses (exclusive of depreciation and amortization) | 70,107 | 67,525 | 281,039 | 267,079 | |||||||||||
| Selling, general and administrative expenses | 9,813 | 10,943 | 41,533 | 42,312 | |||||||||||
| Loss (gain) and impairments on disposal of assets, net | 1 | 176 | (234 | ) | (178 | ) | |||||||||
| Depreciation and amortization | 5,571 | 5,940 | 23,193 | 23,197 | |||||||||||
| Total operating costs and expenses | 545,960 | 521,311 | 2,134,800 | 2,238,458 | |||||||||||
| Operating income | $ | 3,953 | $ | 4,923 | $ | 25,146 | $ | 41,279 | |||||||
| Key Operating Statistics: | |||||||||||||||
| Southwest Retail: | |||||||||||||||
| Retail fuel gallons sold | 99,602 | 90,733 | 394,925 | 357,835 | |||||||||||
| Average retail fuel sales price per gallon, net of excise taxes | $ | 1.80 | $ | 1.78 | $ | 1.70 | $ | 2.02 | |||||||
| Average retail fuel cost per gallon, net of excise taxes | 1.64 | 1.59 | 1.54 | 1.82 | |||||||||||
| Retail fuel margin per gallon (1) | 0.16 | 0.19 | 0.16 | 0.20 | |||||||||||
| Merchandise sales | $ | 81,057 | $ | 77,640 | $ | 330,244 | $ | 311,654 | |||||||
| Merchandise margin (2) | 30.1 | % | 29.1 | % | 29.4 | % | 29.4 | % | |||||||
| Operating retail outlets at period end | 259 | 258 | |||||||||||||
| Cardlock gallons sold | 15,669 | 15,495 | 64,067 | 65,508 | |||||||||||
| Cardlock margin per gallon | $ | 0.120 | $ | 0.127 | $ | 0.122 | $ | 0.163 | |||||||
| Operating cardlocks at period end | 51 | 52 | |||||||||||||
| SuperAmerica: | |||||||||||||||
| Retail fuel gallons sold | 75,738 | 76,811 | 306,825 | 304,484 | |||||||||||
| Retail fuel margin per gallon (1) | $ | 0.20 | $ | 0.23 | $ | 0.22 | $ | 0.23 | |||||||
| Merchandise sales | 87,774 | 87,343 | 367,737 | 366,401 | |||||||||||
| Merchandise margin (2) | 25.7 | % | 24.6 | % | 25.9 | % | 25.6 | % | |||||||
| Company-operated retail outlets at period end | 170 | 168 | |||||||||||||
| Franchised retail outlets at period end | 115 | 109 | |||||||||||||
| Three Months Ended | Year Ended | ||||||||||||||
| December 31, | December 31, | ||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||
| (In thousands, except per gallon data) | |||||||||||||||
| Net Sales | |||||||||||||||
| Retail fuel sales, net of excise taxes | $ | 337,910 | $ | 326,576 | $ | 1,301,580 | $ | 1,442,147 | |||||||
| Merchandise sales | 168,831 | 164,983 | 697,981 | 678,055 | |||||||||||
| Cardlock sales | 29,777 | 26,453 | 104,079 | 127,413 | |||||||||||
| Other sales | 13,395 | 8,222 | 56,306 | 32,122 | |||||||||||
| Net sales | $ | 549,913 | $ | 526,234 | $ | 2,159,946 | $ | 2,279,737 | |||||||
| Cost of Products Sold | |||||||||||||||
| Retail fuel cost of products sold, net of excise taxes | $ | 307,739 | $ | 291,739 | $ | 1,170,348 | $ | 1,298,456 | |||||||
| Merchandise cost of products sold | 121,958 | 120,859 | 505,638 | 492,578 | |||||||||||
| Cardlock cost of products sold | 27,827 | 24,429 | 95,928 | 116,506 | |||||||||||
| Other cost of products sold | 2,944 | (300 | ) | 17,355 | (1,492 | ) | |||||||||
| Cost of products sold | $ | 460,468 | $ | 436,727 | $ | 1,789,269 | $ | 1,906,048 | |||||||
| Retail fuel margin per gallon (1) | $ | 0.17 | $ | 0.21 | $ | 0.19 | $ | 0.22 | |||||||
(1) Retail fuel margin per gallon is a measurement calculated by dividing the difference between retail fuel sales and cost of retail fuel sales for our retail segment by the number of gallons sold. Retail fuel margin per gallon is a measure frequently used in the convenience store industry to measure operating results related to retail fuel sales.
(2) Merchandise margin is a measurement calculated by dividing the difference between merchandise sales and merchandise cost of products sold by merchandise sales. Merchandise margin is a measure frequently used in the convenience store industry to measure operating results related to merchandise sales.
Reconciliation of Special Items
We present certain additional financial measures below that are non-GAAP measures within the meaning of Regulation G under the Securities Exchange Act of 1934.
We present these non-GAAP measures to provide investors with additional information to analyze our performance from period to period. We believe it is useful for investors to understand our financial performance excluding these special items so that investors can see the operating trends underlying our business. Investors should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that we report in accordance with GAAP. These non-GAAP measures reflect subjective determinations by management and may differ from similarly titled non-GAAP measures presented by other companies.
| Three Months Ended | |||||||
| December 31, | |||||||
| 2016 | 2015 | ||||||
| (In thousands, except per share data) | |||||||
| Reported diluted earnings (loss) per share | $ | (0.09 | ) | $ | 0.14 | ||
| Income (loss) before income taxes | $ | (13,364 | ) | $ | 1,464 | ||
| Special items: | |||||||
| Loss (gain) and impairments on disposal of assets, net | (90 | ) | 208 | ||||
| Merger and reorganization costs | 8,453 | — | |||||
| Unrealized loss on commodity hedging transactions | 22,976 | 8,160 | |||||
| Net change in lower of cost or market inventory reserve | (30,895 | ) | 113,667 | ||||
| Loss on extinguishment of debt | 3,916 | — | |||||
| Earnings (loss) before income taxes excluding special items | (9,004 | ) | 123,499 | ||||
| Recomputed income taxes after special items (1) | 11,029 | (28,737 | ) | ||||
| Net income (loss) excluding special items | 2,025 | 94,762 | |||||
| Net income attributable to non-controlling interests | 9,795 | 42,572 | |||||
| Net income (loss) attributable to Western excluding special items | $ | (7,770 | ) | $ | 52,190 | ||
| Diluted earnings (loss) per share excluding special items | $ | (0.07 | ) | $ | 0.56 | ||
(1) We recompute income taxes after deducting special items and earnings attributable to non-controlling interests.