Attached files

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8-K - 8-K - Western Refining Logistics, LPd861682d8k.htm
EX-99.1 - EX-99.1 - Western Refining Logistics, LPd861682dex991.htm
EX-99.2 - EX-99.2 - Western Refining Logistics, LPd861682dex992.htm
EX-23.1 - EX-23.1 - Western Refining Logistics, LPd861682dex231.htm
EX-99.4 - EX-99.4 - Western Refining Logistics, LPd861682dex994.htm

Exhibit 99.3

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

Western Refining, Inc.

El Paso, Texas

We have audited the accompanying combined balance sheets of Western Refining Wholesale Segment (the “Wholesale Segment”) as of December 31, 2013 and 2012, and the related combined statements of operations, segment equity, and cash flows for each of the two years in the period ended December 31, 2013. These combined financial statements are the responsibility of the Wholesale Segment’s management. Our responsibility is to express an opinion on the combined financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Wholesale Segment is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Wholesale Segment’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such combined financial statements present fairly, in all material respects, the financial position of Western Refining Wholesale Segment at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

As described in Note 1, the accompanying combined financial statements have been derived from the consolidated financial statements and accounting records of Western Refining, Inc. The combined financial statements also include expense allocations for certain corporate functions historically provided by Western Refining, Inc. These allocations may not be reflective of the actual expense which would have been incurred had the Wholesale Segment operated as a separate entity apart from Western Refining, Inc.

/s/ Deloitte & Touche LLP

Phoenix, Arizona

October 15, 2014


THE WHOLESALE SEGMENT

COMBINED BALANCE SHEETS

(In thousands)

 

     September 30,
2014
     December 31,
2013
     December 31,
2012
 
     (Unaudited)                

ASSETS

        

Current assets:

        

Cash and cash equivalents

   $ 9,878       $ 6,886       $ 30   

Accounts receivable:

        

Third-party, net of a reserve for doubtful accounts of $385, $692 and $1,126, respectively

     115,345         134,172         123,491   

Affiliate

     52,032         29,016         32,777   

Inventories

     20,847         19,633         17,147   

Prepaid expenses

     5,658         5,941         5,557   

Other current assets

     8,566         7,009         5,714   
  

 

 

    

 

 

    

 

 

 

Total current assets

  212,326      202,657      184,716   

Property, plant and equipment, net

  48,224      46,714      37,679   

Intangible assets, net

  4,324      4,741      5,022   

Other assets, net

  1,454      1,696      839   
  

 

 

    

 

 

    

 

 

 

Total assets

$ 266,328    $ 255,808    $ 228,256   
  

 

 

    

 

 

    

 

 

 

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$ 34,403    $ 42,252    $ 40,172   

Accrued liabilities

  16,553      20,281      21,084   

Current portion of long-term debt

  151      217      206   
  

 

 

    

 

 

    

 

 

 

Total current liabilities

  51,107      62,750      61,462   
  

 

 

    

 

 

    

 

 

 

Long-term liabilities:

Long-term debt, less current portion

       96      313   

Other liabilities

  499      546      535   
  

 

 

    

 

 

    

 

 

 

Total long-term liabilities

  499      642      848   
  

 

 

    

 

 

    

 

 

 

Commitments and contingencies

Equity:

Segment equity, net

  214,722      192,416      165,946   
  

 

 

    

 

 

    

 

 

 

Total liabilities and equity

$         266,328    $         255,808    $         228,256   
  

 

 

    

 

 

    

 

 

 

The accompanying notes are an integral part of these combined financial statements


THE WHOLESALE SEGMENT

COMBINED STATEMENTS OF OPERATIONS

(In thousands)

 

     Nine Months Ended
September 30,
    Year Ended December 31,  
             2014                     2013                     2013                     2012          
     (Unaudited)              

Revenues:

        

Affiliate

   $ 688,512      $ 648,825      $ 853,447      $ 849,143   

Third-party

     2,964,102        2,969,588        3,926,042        4,011,148   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

  3,652,614      3,618,413      4,779,489      4,860,291   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

Cost of products sold:

Affiliate

  688,512      648,825      853,447      849,143   

Third-party

  2,866,534      2,884,657      3,813,924      3,898,934   

Operating and maintenance expenses

  59,944      49,345      67,137      67,491   

Selling, general and administrative expenses

  11,783      10,917      14,676      13,875   

Gain on disposal of assets, net

  (16   (69   (87   (518

Depreciation and amortization

  3,659      2,944      4,057      3,814   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

  3,630,416      3,596,619      4,753,154      4,832,739   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

  22,198      21,794      26,335      27,552   

Other income (expense):

Interest expense

  (15   (19   (23   (40

Other, net

  123      116      158      330   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

$           22,306    $           21,891    $           26,470    $           27,842   
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these combined financial statements


THE WHOLESALE SEGMENT

COMBINED STATEMENTS OF CASH FLOWS

(In thousands)

 

     Nine Months Ended
September 30,
    Year Ended December 31,  
             2014                     2013                     2013                     2012          
     (Unaudited)              

Cash flows from operating activities:

        

Net income

   $     22,306      $     21,891      $     26,470      $     27,842   

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

        

Depreciation and amortization

     3,659        2,944        4,057        3,814   

Reserve for doubtful accounts

     264        72        121        155   

Gain on disposal of assets, net

     (16     (69     (87     (518

Changes in operating assets and liabilities:

        

Accounts receivable – third-party

     18,563        (32,948     (10,802     2,064   

Accounts receivable – affiliate

     (23,016     35,140        3,761        (143,582

Inventories

     (1,214     (2,461     (2,486     64,374   

Prepaid expenses

     283        (2,663     (384     19,096   

Other assets

     (860     2,066        (2,322     187   

Accounts payable and accrued liabilities

     (11,571     8,801        9,622        22,110   

Other long-term liabilities

     (71     (23     (22     (38
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) operating activities

  8,327      32,750      27,928      (4,496
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

Capital expenditures

  (5,557   (6,105   (11,872   (4,255

Proceeds from the sale of assets

  384      28      36      66   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

  (5,173   (6,077   (11,836   (4,189
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flows from financing activities:

Payments on long-term debt

  (162   (154   (206   (345

Increase (decrease) in bank overdraft

       (9,030   (9,030   9,030   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

  (162   (9,184   (9,236   8,685   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

  2,992      17,489      6,856        

Cash and cash equivalents at beginning of period

  6,886      30      30      30   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

$ 9,878    $ 17,519    $ 6,886    $ 30   
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-cash investing activities:

Accrued capital expenditures

$ 6    $    $ 685    $   

The accompanying notes are an integral part of these combined financial statements


THE WHOLESALE SEGMENT

COMBINED STATEMENTS OF SEGMENT EQUITY

(In thousands)

 

Balance at December 31, 2011

$ 138,104   

Net income

  27,842   
  

 

 

 

Balance at December 31, 2012

  165,946   

Net income

  26,470   
  

 

 

 

Balance at December 31, 2013

  192,416   

Net income (unaudited)

  22,306   
  

 

 

 

Balance at September 30, 2014 (unaudited)

$         214,722   
  

 

 

 

The accompanying notes are an integral part of these combined financial statements


THE WHOLESALE SEGMENT

NOTES TO COMBINED FINANCIAL STATEMENTS

 

1. Description of Business and Basis of Presentation

The Wholesale Segment, or “the Segment”, “we”, “our” or “us” includes several lines of business including lubricant distributions, bulk distribution of petroleum fuels in the U.S. southwest and northeast, unmanned fleet fueling operations and a fleet of crude oil and refined product truck transports. We distribute commercial wholesale petroleum products primarily in Arizona, California, Colorado, Maryland, Nevada, New Mexico, Texas and Virginia. We are a wholly-owned division of Western Refining, Inc. (“Western”). The Segment receives its product supply from Western’s refining business and third-party suppliers.

The accompanying combined financial statements and related notes present the combined financial position, results of operations, cash flows and equity of the entities included within the Segment. The combined financial statements of the Segment have been derived from Western’s consolidated financial statements and accounting records, as if the Segment operated on a stand-alone basis and prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany transactions and account balances within the Segment have been eliminated. We have not reported comprehensive income due to the absence of items of other comprehensive income or loss during the periods presented. The combined statements of operations also includes expense allocations for certain functions historically performed by Western and not allocated to the Segment, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, information technology and procurement. These allocations were based on relative values of net property, plant and equipment, level of effort and Western employee head count. Our management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocation of expenses from Western are reasonable. The combined financial statements may not include all of the expenses that would have been incurred had we been a stand-alone company during the periods presented and may not reflect our combined results of operations, financial position or cash flows had we been a stand-alone company during the periods presented.

The unaudited combined financial statements as of September 30, 2014 and for the nine months ended September 30, 2014 and 2013, included herein, have been prepared in accordance with 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 the opinion of management, we have included all adjustments (consisting of normal recurring accruals) that are necessary for a fair presentation. Results of operations for the nine month period ended September 30, 2014, are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2014 or for any other period.

In connection with the Segment’s initial publication of the December 31, 2013 financial statements, we evaluated subsequent events for financial statement recognition purposes through October 15, 2014. In connection with the reissuance of these financial statements in connection with an offering memorandum, we have evaluated subsequent events for disclosure purposes through January 30, 2015. Any material subsequent events that occurred during this time have been properly recognized or disclosed in our financial statements.

 

2. Summary of Accounting Policies

Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Affiliate receivables are generated by product sales to affiliates and other net amounts due to and from affiliates. We extend credit for non-affiliated customers based on an evaluation of our customer’s financial


condition. Past due or delinquency status of our third-party accounts receivable are generally based on contractual arrangements with our customers. We charge uncollectible accounts receivable against the reserve for doubtful accounts when we have exhausted all reasonable efforts to collect the amounts due. Reserves for doubtful accounts related to trade receivables were $0.7 million and $1.1 million for the years ended December 31, 2013 and 2012, respectively. Additions, reductions and balances for the reserve for doubtful accounts are presented below:

 

     September 30,
2014
     December 31,  
        2013      2012  
     (In thousands)  

Balance at January 1

   $ 692       $ 1,126       $ 1,801   

Reductions

     (651)         (1,234)         (1,592)   

Additions

     344         800         917   
  

 

 

    

 

 

    

 

 

 

Balance at December 31

$             385    $             692    $             1,126   
  

 

 

    

 

 

    

 

 

 

Inventories

The Segment’s lubricant and refined product inventories are determined using the first-in, first-out (“FIFO”) inventory valuation method. All lubricant inventories are purchased from third parties. Refined product inventories are purchased from either Western’s refineries or from third-party purchases.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is provided on the straight-line method at rates based upon the estimated useful lives of the various classes of depreciable assets. The lives used in computing depreciation for such assets are as follows:

 

Buildings and improvements

5-30 years

Machinery and equipment

3-10 years

Transport and related equipment

3-7 years

Leasehold improvements are depreciated on the straight-line method over the shorter of the lease term or the improvement’s estimated useful life.

Expenditures for periodic maintenance and repair costs are expensed when incurred. Such expenses are reported in operating and maintenance expenses in our Combined Statements of Operations.

Intangible Assets

Intangible assets, net, consist of amortizable intangible assets, net of accumulated amortization. These intangible assets are comprised of customer relationships. We amortize our intangible asset over their estimated economic useful lives. We consider factors such as the asset’s history, our plans for that asset and the market for products associated with the asset when the intangible asset is acquired.

Amortizable intangible assets must be tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. Amortizable intangible assets are not recoverable if their carrying amount exceeds the sum of the undiscounted cash flows expected to result from their use and eventual disposition. If an amortizable intangible asset is not recoverable, an impairment loss is recognized in an amount that its carrying amount exceeds its fair value generally based on discounted estimated net cash flows.


In order to test amortizable intangible assets for recoverability, management must make estimates of projected cash flows related to the asset being evaluated that include, but are not limited to, assumptions about the use or disposition of the asset, its estimated remaining life and future expenditures necessary to maintain its existing service potential. In order to determine fair value, management must make certain estimates and assumptions including, among other things, an assessment of market conditions, projected volumes, margins, cash flows, investment rates, interest/equity rates and growth rates, that could significantly impact the fair value of the asset being tested for impairment.

The risk of intangible asset impairment losses may increase to the extent that our results of operations or cash flows decline. Impairment losses may result in a material, non-cash write-down of intangible assets. Furthermore, impairment losses could have a material effect on our results of operations and shareholders’ equity.

Impairment of Long-Lived Assets

We review the carrying values of our long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of assets to be held and used may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized in an amount by which its carrying amount exceeds its fair value.

In order to test long-lived assets for recoverability, we must make estimates of projected cash flows related to the asset being evaluated, which include, but are not limited to, assumptions about the use or disposition of the asset, its estimated remaining life, and future expenditures necessary to maintain its existing service potential. In order to determine fair value, we must make certain estimates and assumptions including, among other things, an assessment of market conditions, projected volumes, margins, cash flows, investment rates, interest/equity rates and growth rates, that could significantly impact the estimated fair value of the asset being tested for impairment.

The risk of long-lived asset impairment losses may increase to the extent that our results of operations or cash flows decline. Impairment losses may result in a material, non-cash write-down of long-lived assets. Furthermore, impairment losses could have a material effect on our results of operations and equity.

For assets to be disposed of, we report long-lived assets at the lower of carrying amount or fair value less cost to sell.

Revenue Recognition

We record revenues for products sold upon delivery of the products to customers, the point at which title is transferred, the customer has the assumed risk of loss and when payment has been received or collection is reasonably assured. We record freight revenues for crude oil and refined petroleum product transportation based on the delivery of actual volumes transported at agreed upon rates. Transportation, shipping and handling costs incurred are included in cost of products sold. Excise and other taxes collected from customers and remitted to governmental authorities are not included in revenues or cost of products sold.

Our sales to Western or their affiliates accounted for approximately 19% and 18% of our combined net revenues for the nine months ended September 30, 2014 and September 30, 2013, respectively, and 18% and 17% of our combined net revenues for the years ended December 31, 2013 and 2012, respectively.

On August 31, 2012, we transferred all of our Northeast wholesale inventories to a third party and entered into an exclusive supply and marketing agreement with the third party covering activities related to our refined product supply, hedging and sales in the Mid-Atlantic region. We accounted for the refined product inventory transfer as a product exchange with the net difference in settlement recorded in cost of products sold. This


agreement did not have a significant impact on our results of operations for the years ended December 31, 2013 or 2012 or the nine month period ended September 30, 2014. Related to this agreement, we had an asset of $2.3 million at December 31, 2013 and a liability of $0.1 million at December 31, 2012 recorded in our Combined Balance Sheets. The third party maintains all open inventory hedge positions on its balance sheet. Net revenues and costs that we recorded under this agreement included $2.7 million and $0.5 million in net hedging gains for the years ended December 31, 2013 and 2012, respectively. We recorded $0.5 million in liabilities at September 30, 2014 related to this agreement in our Combined Balance Sheets. Net revenues and costs that we recorded under this agreement included $2.9 million in net hedging gains for the nine months ended September 30, 2014 and $3.2 million in net hedging losses for the nine months ended September 30, 2013.

Prior to September 2012, we purchased refined products for resale in the Mid-Atlantic region from various third parties. During periods prior to September 2012, we periodically entered into derivative contracts to facilitate the supply of finished products to customers. We entered into net forward, fixed-price contracts to physically receive and deliver crude oil that qualified as normal purchases and normal sales that were exempt from derivative reporting requirements. We recorded the related net gain or loss within cost of products sold in our Statements of Operations. Prior to September 2012, we recorded realized hedging losses of $23.6 million.

Cost Classifications

Cost of products sold includes the cost of fuel and lubricants, transportation and distribution costs, service parts and labor. Prior to September 2012, cost of products sold also included realized gains and losses related to our commodity hedging activities.

Operating and maintenance expenses include direct costs of labor, maintenance materials and services, natural gas, additives, utilities and other direct operating expenses. Operating and maintenance expenses also include insurance expense and property taxes.

We have included indirect charges for executive oversight, accounting, treasury, tax legal and information technology and similar items that Western provides to the Wholesale Segment. We have included these indirect charges in our selling, general and administrative expenses in the accompanying Statements of Operations. Indirect charges were $2.4 million for the nine months ended September 30, 2014 and 2013, respectively, and $3.2 million and $3.5 million for the years ended December 31, 2013 and 2012, respectively. Our management believes the indirect charges allocated to us are a reasonable reflection of the utilization of services provided. However, those allocations may not fully reflect the expenses that would have been incurred had we been a stand-alone company during the periods presented.

Financial Instruments and Fair Value

Financial instruments that potentially subject us to concentrations of credit risk primarily consist of accounts receivable and cash and cash equivalents. We believe that our credit risk is minimized as a result of the credit quality of our customer base, see Note 11, Concentration of Risk, and of the financial institution where we hold a substantial portion of our total cash balance. The carrying amounts of accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their short-term maturities.

Asset Retirement Obligations

We are required to recognize certain obligations for the retirement of our tangible long-lived assets that result from acquisition, construction, development and normal operation. A retirement obligation exists if a party is required to settle an obligation as a result of an existing or enacted law, statute, ordinance or written or oral contract or by legal construction of a contract under the doctrine of promissory estoppel. We record the fair value of a liability for an asset retirement obligation (“ARO”) in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying


amount of the long-lived asset. The increase in the ARO due to the passage of time is recorded as an operating expense (accretion expense). For each of the periods ending September 30, 2014, and December 31, 2013 and 2012, the Segment recorded ARO liabilities of $0.5 million.

Environmental and Other Loss Contingencies

We record liabilities for loss contingencies, including environmental remediation costs when such losses are probable and can be reasonably estimated. Loss contingency accruals, including those for environmental remediation are subject to revision as further information develops or circumstances change and such accruals can take into account the legal liability of other parties. Where the available information is sufficient to estimate the amount of liability, that estimate is used. Where the information is only sufficient to establish a range of probable liability and no point within the range is more likely than another, the lower end of the range is used.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized to reflect temporary differences between the basis of assets and liabilities for financial reporting purposes and income tax purposes. Our taxable income was included in the consolidated U.S. federal income tax returns of Western and in a number of consolidated state income tax returns. We believe that excluding a provision for income taxes from the historical results of operations of the Segment more accurately portrays the potential income allocable to unit holders. Texas Margin tax is applicable to the Segment, however taxable margin from sales in Texas were not material during the periods presented and did not produce a significant state tax allocable to the Segment.

Liabilities created for unrecognized tax benefits are presented as a separate liability and are not combined with deferred tax liabilities or assets. We classify interest to be paid on an underpayment of income taxes and any related penalties as income tax expense.

Segment Reporting

Due to the similarity of the assets we operate and how we manage our business, we have a single reportable operating segment for disclosure purposes. The Segment reflects the way in which we internally report the financial information used to make decisions and allocate resources in connection with our operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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

The accounting provisions covering the recognition and reporting of revenues 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. These provisions are effective for the first interim or annual period beginning after December 15, 2016, and are to be applied retrospectively, with early adoption not permitted. We do not expect the adoption of this guidance to materially affect our financial position, results of operations or cash flows.


New provisions that require management of an entity to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and to provide related footnote disclosures will become effective for annual periods beginning after December 15, 2016, and for annual periods and interim periods thereafter with early application permitted. The changed requirements are intended to reduce diversity in the timing and content of footnote disclosures. We do not expect the adoption of these new provisions to materially affect our financial position, results of operations or cash flows as they only affect future disclosures.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on our accounting and reporting. We believe that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on our accounting or reporting or that such impact will not be material to our financial position, results of operations or cash flows when implemented.

 

3. Fair Value Measurement

We utilize the market approach when measuring fair value for our financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

The fair value hierarchy consists of the following three levels:

 

  Level 1 Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

  Level 2 Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs that are derived principally from or corroborated by observable market data.

 

  Level 3 Inputs are derived from valuation techniques that one or more significant inputs or value drivers are unobservable and cannot be corroborated by market data or other entity-specific inputs.

The carrying amounts of cash and cash equivalents, which we classify as Level 1, approximated their fair values at September 30, 2014, December 31, 2013 and December 31, 2012, due to their short-term maturities. The carrying amount of our long-term debt is the amount reflected on the combined balance sheets including the current portion. We determined the fair value of the debt, which approximates its carrying, using Level 2 inputs. Our fair value assessment incorporates a variety of considerations, including the short-term duration of the instruments (less than one percent of our account receivables and payables are outstanding for greater than 90 days) and the expected future insignificance of bad debt expense that includes an evaluation of counterparty credit risk.

We have no financial instruments carried at fair value as of September 30, 2014, December 31, 2013 and December 31, 2012.

 

4. Inventories

Inventories were as follows:

 

     September 30,
2014
     December 31,  
        2013      2012  
     (In thousands)  
     (Unaudited)                

Refined products

   $ 3,453       $ 3,601       $ 3,768   

Lubricants

     17,394                 16,032                 13,379   
  

 

 

    

 

 

    

 

 

 

Inventories

$         20,847    $ 19,633    $ 17,147   
  

 

 

    

 

 

    

 

 

 


5. Prepaid Expenses

Prepaid expenses were as follows:

 

     September 30,
2014
     December 31,  
        2013      2012  
     (In thousands)  
     (Unaudited)                

Prepaid refined product inventories

   $ 5,428       $ 2,972       $ 2,073   

Prepaid insurance and other

     230                   2,969                   3,484   
  

 

 

    

 

 

    

 

 

 

Prepaid expenses

$           5,658    $ 5,941    $ 5,557   
  

 

 

    

 

 

    

 

 

 

 

6. Other Current Assets

Other current assets were as follows:

 

     September 30,
2014
     December 31,  
        2013      2012  
     (In thousands)  
     (Unaudited)                

Excise and other taxes refunds receivable

   $ 7,692       $           3,767       $           4,026   

Material and chemical inventories

     359         285         285   

Other receivables

     515         2,957         1,403   
  

 

 

    

 

 

    

 

 

 

Other current assets

$           8,566    $ 7,009    $ 5,714   
  

 

 

    

 

 

    

 

 

 

 

7. Property, Plant and Equipment, Net

Property, plant and equipment, net was as follows:

 

     September 30,
2014
     December 31,  
        2013      2012  
     (In thousands)  
     (Unaudited)                

Land, buildings and improvements

   $ 38,204       $         39,014       $         35,560   

Transportation equipment

     17,478         17,063         10,000   

Machinery, tankage and related equipment

     9,461         9,264         7,577   

Other

     10,665         6,421         6,755   
  

 

 

    

 

 

    

 

 

 
  75,808      71,762      59,892   

Accumulated depreciation

  (27,584)      (25,048)      (22,213)   
  

 

 

    

 

 

    

 

 

 

Property, plant and equipment, net

$         48,224    $ 46,714    $ 37,679   
  

 

 

    

 

 

    

 

 

 

Depreciation expense was $3.2 million, $2.5 million, $3.5 million and $3.3 million for the nine months ended September 30, 2014 and 2013 and for the years ended December 31, 2013 and 2012, respectively.

 

8. Intangible Assets, Net

The Segment’s intangible assets consist of customer relationships. A summary of the Segment’s intangible assets, net is presented in the table below:

 

     September 30,
2014
     December 31,  
        2013      2012  
     (In thousands)  
     (Unaudited)                

Gross carrying value

   $ 7,551       $           7,551       $           7,300   

Accumulated amortization

     (3,227)         (2,810)         (2,278)   
  

 

 

    

 

 

    

 

 

 

Intangible assets, net

$           4,324    $ 4,741    $ 5,022   
  

 

 

    

 

 

    

 

 

 


Intangible asset amortization expense was $0.4 million, $0.4 million, $0.5 million and $0.5 million for the nine months ended September 30, 2014 and 2013 and for the years ended December 31, 2013 and 2012, respectively, based upon estimates of useful lives ranging from 7 to 15 years. The weighted average amortization period as of September 30, 2014 and December 31, 2013 was 7.8 and 8.5, respectively.

Estimated amortization expense for the next five fiscal years is as follows (in thousands):

 

2014

$             556   

2015

  556   

2016

  556   

2017

  556   

2018

  556   

 

9. Accrued Liabilities

Accrued liabilities were as follows:

 

     September 30,
2014
     December 31,  
        2013      2012  
     (In thousands)  
     (Unaudited)                

Excise taxes

   $ 10,494       $         11,429       $         10,303   

Sales and use taxes

     1,920         4,768         5,604   

Payroll and related costs

     3,099         2,734         3,322   

Professional and other

     800         1,077         1,557   

Property taxes

     240         273         298   
  

 

 

    

 

 

    

 

 

 

Accrued liabilities

$         16,553    $ 20,281    $ 21,084   
  

 

 

    

 

 

    

 

 

 

Our long-term debt consists of a promissory note scheduled to mature on May 31, 2015. The note bears interest annually at a rate of 5.5%. The total carrying amount, including current portion, of our long-term debt was $0.2 million, $0.3 million and $0.5 million as of September 30, 2014, December 31, 2013 and December 31, 2012, respectively.

 

10. Contingencies

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 can 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.


11. Concentration of Risk

Significant Customers

We sell a variety of refined products to a diverse customer base. Sales to Kroger Company accounted for 12.1%, 19.5%, 19.3% and 18.7% of consolidated net sales for the nine months ended September 30, 2014 and 2013 and the years ended December 31, 2013 and 2012, respectively. Sales to Western’s retail group accounted for 17.5%, 17.4%, 17.2% and 17.0% of consolidated net sales for the nine months ended September 30, 2014 and 2013 and the years ended December 31, 2013 and 2012, respectively. Sales of finished product to Western’s retail segment were historically at no margin.

 

12. Leases and Other Commitments

We have commitments under various operating leases with initial terms greater than one year for buildings, warehouses, unmanned fleet fueling locations, railcars and other facilities. These leases have terms that will expire on various dates through 2036.

We expect that in the normal course of business, these leases will be renewed or replaced by other leases. Certain of our lease agreements provide for the fair value purchase of the leased asset at the end of the lease. 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.

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 December 31, 2013:

 

2014

$             7,615   

2015

  6,514   

2016

  5,121   

2017

  3,211   

2018

  1,063   

2019 and thereafter

  4,282   
  

 

 

 
$ 27,806   
  

 

 

 

Total rental expense was $6.6 million, $5.3 million, $7.3 million and $7.2 million for the nine months ended September 30, 2014 and 2013 and for the years ended December 31, 2013 and 2012, respectively. Contingent rentals and subleases were not significant in any year.

 

13. Subsequent Events (Unaudited)

On October 15, 2014 (the “Closing Date”), Western Refining Logistics, LP (“WNRL”) purchased all of the outstanding limited liability company interests of Western Refining Wholesale, LLC (“WRW”) from the Wholesale Segment, in exchange for total consideration of $360 million. Consideration paid to the Wholesale Segment included $320 million of cash and the issuance of 1,160,092 common units representing limited partner interests in WNRL. WNRL funded the cash consideration through $269 million in new borrowings under the Revolving Credit Facility and $51 million from cash on hand. Subsequent to the Closing Date, WNRL had $31 million available under its Revolving Credit Facility.

At the Closing Date, WNRL purchased substantially all of the Wholesale Segment’s southwest wholesale assets including assets and related inventories of WRW’s lubricant distribution, southwest bulk petroleum fuels distribution and products transportation. The purchased assets were recorded at the Wholesale Segment’s historical book value as the purchase of WRW’s assets was treated as a reorganization of entities under common control as required for accounting purposes.