Western Refining Logistics, LP - FORM 10-Q

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - Western Refining Logistics, LP	exhibit311-wnrlx33116.htm
EX-32.2 - EXHIBIT 32.2 - Western Refining Logistics, LP	exhibit322-wnrlx33116.htm
EX-32.1 - EXHIBIT 32.1 - Western Refining Logistics, LP	exhibit321-wnrlx33116.htm
EX-31.2 - EXHIBIT 31.2 - Western Refining Logistics, LP	exhibit312-wnrlx33116.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended March 31, 2016



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from _____ to _____

Commission File Number: 001-36114

WESTERN REFINING LOGISTICS, LP

(Exact name of registrant as specified in its charter)



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

123 W. Mills Avenue., Suite 200		79901
El Paso, Texas		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (915) 534-1400

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o

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

As of April 29, 2016, there were 24,493,080 common units and 22,811,000 subordinated units outstanding.

WESTERN REFINING LOGISTICS, LP

TABLE OF CONTENTS



Part I. Financial Information	1

Item 1. Financial Statements (Unaudited)	1

Condensed Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015	1

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2016 and 2015	2

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2015	3

Notes to Condensed Consolidated Financial Statements	4

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3. Quantitative and Qualitative Disclosure About Market Risk	32

Item 4. Controls and Procedures	32

Part II. Other Information	33

Item 1. Legal Proceedings	33

Item 1A. Risk Factors	33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3. Defaults Upon Senior Securities	33

Item 4. Mine Safety Disclosures	33

Item 5. Other Information	33

Item 6. Exhibits	33

Signatures	34

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

Table of Contents

FORWARD-LOOKING STATEMENTS

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

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

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

•

changes in the business strategy or activity levels of Western that may be impacted by a variety of factors, including changes in crack spreads, changes in the spread between WTI crude oil and WTS crude oil, also known as the sweet/sour spread and changes in the spread between WTI crude oil and Dated Brent crude oil and between WTI Cushing crude oil and WTI Midland crude oil, and Western's pending merger with Northern Tier Energy LP ("Northern Tier");


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


•	competitive conditions in our industry;


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


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


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


•	interest rates;


•	labor relations;


•	changes in the availability and cost of capital;


•	changes in tax status;


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


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


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


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


•	our ability to successfully implement our business plan;


•	the effects of future litigation; and


•	other factors discussed in more detail herein and under Part I. — Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2015, that are incorporated herein by this reference.

Table of Contents

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

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

Table of Contents

Part I. Financial Information


Item 1.	Financial Statements

WESTERN REFINING LOGISTICS, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except unit data)



	March 31, 2016			December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	28,653		$	44,605
Accounts receivable:
Affiliate	39,105			44,014
Third-party, net of a reserve for doubtful accounts of $107 and $106, respectively	60,946			55,053
Inventories	12,476			15,200
Prepaid expenses	5,380			4,133
Other current assets	5,510			5,562
Total current assets	152,070			168,567
Property, plant and equipment, net	324,342			321,251
Intangible assets, net	7,566			7,757
Other assets, net	3,348			3,376
Total assets	$	487,326		$	500,951
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable:
Affiliate	$	97,671		$	92,031
Third-party	14,663			9,489
Accrued liabilities	25,858			30,378
Total current liabilities	138,192			131,898
Long-term liabilities:
Long-term debt	422,810			437,467
Other liabilities	9			9
Total long-term liabilities	422,819			437,476
Commitments and contingencies
Equity (Deficit):
General Partner	(1,846		)	(1,085		)
TexNew Mex unitholders (80,000 units issued and outstanding)	(310		)	(310		)
Common unitholders - Public (15,906,177 and 15,866,761 units issued and outstanding, respectively)	325,868			327,351
Common unitholders - Western (8,579,623 units issued and outstanding)	(105,915		)	(105,090		)
Subordinated unitholders - Western (22,811,000 units issued and outstanding)	(291,482		)	(289,289		)
Total deficit	(73,685		)	(68,423		)
Total liabilities and equity	$	487,326		$	500,951

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

Table of Contents

WESTERN REFINING LOGISTICS, LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per unit data)



	Three Months Ended
	March 31,
	2016			2015
Revenues:
Fee based:
Affiliate	$	51,928		$	45,478
Third-party	690			623
Sales based:
Affiliate	97,529			132,771
Third-party	317,892			428,524
Total revenues	468,039			607,396
Operating costs and expenses:
Cost of products sold:
Affiliate	95,149			130,508
Third-party	300,441			411,193
Operating and maintenance expenses	38,901			36,371
Selling, general and administrative expenses	5,065			5,955
Gain on disposal of assets, net	(99		)	(84		)
Depreciation and amortization	7,144			5,892
Total operating costs and expenses	446,601			589,835
Operating income	21,438			17,561
Other income (expense):
Interest and debt expense	(7,052		)	(3,964		)
Other income, net	(118		)	17
Net income before income taxes	14,268			13,614
Provision for income taxes	(261		)	(203		)
Net income	14,007			13,411
Less net loss attributable to General Partner	—			(1,912		)
Net income attributable to limited partners	$	14,007		$	15,323

Net income per limited partner unit:
Common - basic	$	0.28		$	0.33
Common - diluted	0.28			0.33
Subordinated - basic and diluted	0.28			0.33

Weighted-average limited partner units outstanding:
Common - basic	24,448			23,985
Common - diluted	24,454			23,996
Subordinated - basic and diluted	22,811			22,811

Cash distributions declared per common unit	$	0.3925		$	0.3325

Prior-period financial information has been retrospectively adjusted for the TexNew Mex Pipeline Acquisition.

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

Table of Contents

WESTERN REFINING LOGISTICS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)



	Three Months Ended
	March 31,
	2016			2015
Cash flows from operating activities:
Net income	$	14,007		$	13,411
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	7,144			5,892
Reserve for doubtful accounts	1			27
Amortization of loan fees	342			235
Unit-based compensation expense	524			415
Gain on disposal of assets, net	(99		)	(84		)
Changes in operating assets and liabilities:
Accounts receivable - Third-party	(5,893		)	(8,066		)
Accounts receivable - Affiliate	4,909			(3,558		)
Inventories	2,724			(551		)
Prepaid expenses	(1,247		)	1,405
Other assets	63			(2,181		)
Accounts payable and accrued liabilities	2,315			25,787
Net cash provided by operating activities	24,790			32,732
Cash flows from investing activities:
Capital expenditures	(6,241		)	(26,644		)
Proceeds from sale of assets	119			117
Net cash used in investing activities	(6,122		)	(26,527		)
Cash flows from financing activities:
Additions to long-term debt	—			300,000
Payments on revolving credit facility	(15,000		)	(269,000		)
Deferred financing costs	—			(6,551		)
Quarterly distributions to Western	(13,392		)	(10,314		)
Quarterly distributions to non-controlling interest holders	(6,228		)	(5,261		)
Contributions from affiliate	—			18,795
Net cash provided by (used in) financing activities	(34,620		)	27,669
Net change in cash and cash equivalents	(15,952		)	33,874
Cash and cash equivalents at beginning of period	44,605			54,298
Cash and cash equivalents at end of period	$	28,653		$	88,172
Supplemental disclosure of cash flow information:
Interest paid	$	12,324		$	725
Income taxes paid	30			1
Supplemental disclosure of non-cash investing activities:
Accrued capital expenditures	$	5,617		$	2,387

Prior-period financial information has been retrospectively adjusted for the TexNew Mex Pipeline Acquisition.

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

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization

Western Refining Logistics, LP ("WNRL" or the "Partnership"), "we," "us," "our" and the "Company" refer to Western Refining Logistics, LP, Inc. and, unless the context otherwise requires, our subsidiaries. References to “Western” refer to Western Refining, Inc. WNRL is a Delaware limited partnership formed in July 2013 by Western Refining Logistics GP, LLC ("WRGP" or the "General Partner"), our general partner. WRGP is 100% owned by Western and holds all of the non-economic general partner interests in WNRL. As of March 31, 2016, Western owned 66.4% of the limited partner interest in WNRL and public unitholders held the remaining 33.6%. See Note 11, Equity, for additional information.

WNRL is principally a fee-based growth-oriented partnership that was formed to own, operate, develop and acquire logistics and related assets and businesses including terminals, storage tanks, pipelines and other logistics assets related to the terminalling, transportation, storage and distribution of crude oil and refined products. WNRL's businesses include 685 miles of pipelines, 8.2 million barrels of active storage capacity, distribution of wholesale petroleum products and crude oil trucking.

On October 30, 2015, WNRL acquired a segment of the TexNew Mex Pipeline system from Western that currently extends from our crude oil station in Star Lake, New Mexico, in the Four Corners region to our T station in Eddy County, New Mexico (the "TexNew Mex Pipeline System"). We also acquired an 80,000 barrel crude oil storage tank located at our crude oil pumping station in Star Lake, New Mexico and certain other related assets ("TexNew Mex Pipeline Acquisition") from Western. We acquired these assets in exchange for $170 million in cash, 421,031 common units representing limited partner interests in WNRL and 80,000 units of a newly created class of limited partner interests in WNRL, referred to as the "TexNew Mex Units." This transaction was between entities under common control. See Note 3, Acquisitions, for additional information.

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

The financial statements presented in this Quarterly Report on Form 10-Q have been retrospectively adjusted to include the consolidated financial results of the TexNew Mex Pipeline System assets prior to October 30, 2015. The balance sheets as of March 31, 2016 and December 31, 2015, present solely the consolidated financial position of WNRL. This transaction was between entities under common control and we recorded the purchase of the TexNew Mex Pipeline System assets at Western's historical book value as required by U.S. generally accepted accounting principles ("GAAP").

2. Basis of Presentation and Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements 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 management's opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016, or for any other period.

The Condensed Consolidated Balance Sheet at December 31, 2015 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. We have not reported comprehensive income due to the absence of items of other comprehensive income or loss during the periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Financial Instruments and Fair Value

Financial instruments that potentially subject us to concentrations of credit risk primarily consist of accounts receivable. We believe that our credit risk is minimized as a result of the credit quality of our customer base. The carrying amounts of cash and cash equivalents, which we consider Level 1 assets, approximated their fair values at March 31, 2016 and December 31, 2015, due to their short-term maturities.

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Use of Estimates

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

Recent Accounting Pronouncements

Effective January 1, 2016, we adopted the accounting and reporting requirements included in the Accounting Standards Codification ("ASC") for consolidation of limited partnerships or similar entities. We have applied the new standards retrospectively. The adoption of these revised standards did not result in any change to our consolidation conclusions or impact our financial position, results of operations or cash flows.

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

•

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

•

Lease accounting - the requirements were amended in regards to recognizing lease assets and lease liabilities on the balance sheet and disclosing information about leasing arrangements. The core principle is that a lessee should recognize the assets and liabilities that arise from leases. These provisions are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted.

•

Employee share-based payment accounting - the requirements involve several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification in the statement of cash flows. These provisions are effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted in any interim or annual period.

•

Derivatives and hedging: contingent put and call options in debt instruments - the requirements will reduce diversity of practice in identifying embedded derivatives in debt instruments and clarify the nature of an exercise contingency is not subject to the “clearly and closely” criteria for purposes of assessing whether the call or put option must be separated from the debt instrument and accounted for separately as a derivative. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 with early adoption permitted subject to certain requirements.

3. Acquisitions

On October 30, 2015, WNRL acquired the TexNew Mex Pipeline System in exchange for $170 million in cash, 421,031 common units representing limited partner interests in WNRL and 80,000 TexNew Mex Units.

We entered into a pipeline and gathering services agreement, as amended, with Western under which we transport crude oil on our Permian Basin system primarily for use at the El Paso refinery and on our Four Corners system to the Gallup refinery. We charge Western fees for pipeline movements, truck offloading and product storage. See Note 17, Related Party Transactions, for additional information.

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. Segment Information

Logistics. Our pipeline and gathering assets are positioned to support crude oil supply for Western's El Paso refinery and the Gallup refinery as well as third parties and consist of crude oil pipelines and gathering assets located primarily in the Delaware Basin and in the Four Corners area of Northwestern New Mexico. These systems gather and transport crude oil by pipeline from various production locations to Western’s refineries utilizing 685 miles of pipeline; 31 crude oil storage tanks with a total combined active shell storage capacity of 828,000 barrels, eight truck loading and unloading locations; and 15 pump stations.

Our terminalling, transportation and storage assets support crude oil supply and refined product distribution for Western's El Paso and Gallup refineries as well as third parties and primarily consist of storage tanks, terminals, transportation and other assets located in El Paso, Texas, Gallup, Bloomfield and Albuquerque, New Mexico and Phoenix and Tucson, Arizona. These assets include crude oil, feedstock, blendstock, refined product and asphalt storage tanks with a total combined shell storage capacity of 7.4 million barrels; truck loading racks; railcar loading racks; pump stations and pipeline and related logistics assets to service Western’s operations.

Wholesale. Our wholesale segment includes the operations of several lubricant and bulk petroleum distribution plants and a fleet of crude oil, refined product, asphalt and lubricant delivery trucks. Our wholesale segment distributes commercial wholesale petroleum products primarily in Arizona, California, Colorado, Nevada, New Mexico and Texas. The wholesale segment purchases petroleum fuels and lubricants from Western's refining segment and from third-party suppliers.

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

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

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

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Disclosures regarding our reportable segments with reconciliations to consolidated totals for the three months ended March 31, 2016 and 2015, are presented below:



	Three Months Ended
	March 31,
	2016			2015
	(In thousands)
Operating Results:
Logistics:
Revenues: Affiliate	$	40,916		$	34,775
Revenues: Third-party	690			623
Total revenues	41,606			35,398
Wholesale:
Revenues: Affiliate	108,541			143,474
Revenues: Third-party	317,892			428,524
Total revenues	426,433			571,998

Consolidated revenues	$	468,039		$	607,396

Operating income (loss):
Logistics	$	13,930		$	11,352
Wholesale	9,953			8,989
Other	(2,445		)	(2,780		)
Operating income from segments	21,438			17,561
Other income (expense), net	(7,170		)	(3,947		)
Consolidated income before income taxes	$	14,268		$	13,614

Depreciation and amortization:
Logistics	$	5,961		$	4,815
Wholesale	1,183			1,077
Consolidated depreciation and amortization	$	7,144		$	5,892

Capital expenditures:
Logistics	$	5,869		$	23,597
Wholesale	372			3,047
Consolidated capital expenditures	$	6,241		$	26,644

Total assets:
Logistics	$	308,490		$	284,062
Wholesale	151,323			180,085
Other	27,513			86,496
Consolidated total assets	$	487,326		$	550,643

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. Earnings Per Unit

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

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

In addition to the common and subordinated units, we have identified the general partner interest, incentive distribution rights and distributions associated with the TexNew Mex Units as participating securities and use the two-class method when calculating earnings per unit applicable to limited partners that is based on the weighted-average number of common units outstanding during the period. We make incentive distribution payments to our General Partner when our per unit distribution amount exceeds the target distribution. During the three months ended March 31, 2016 and 2015, respectively, we made incentive distribution right payments of $0.8 million and $0.02 million, respectively, to our General Partner. Refer to Note 11, Equity, for further information regarding incentive distribution rights.

The holder of the TexNew Mex Units is entitled to receive a distribution equal to 80% of the excess of TexNew Mex Shared Segment Distributable Cash Flow over the TexNew Mex Base Amount, both as defined in the Second Amended and Restated Agreement of Limited Partnership of WNRL (the “Second A&R Partnership Agreement”). The TexNew Mex Unit distributions are preferential to all other unit holder distributions. During the three months ended March 31, 2016 and 2015, we declared no distributions to TexNew Mex unitholders. Refer to Note 11, Equity, for further information.

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The calculation of net income per unit for the three months ended March 31, 2016 and 2015, respectively, is as follows:



	Three Months Ended
	March 31,
	2016			2015
	(In thousands, except per unit data)
Net income	$	14,007		$	13,411
Net loss attributable to General Partner (1)	—			(1,912		)
Net income attributable to limited partners	14,007			15,323
General Partner distributions	(761		)	(16		)
Limited partners' distributions on common units	(9,595		)	(7,974		)
Limited partners' distributions on subordinated units	(8,954		)	(7,585		)
Distributions greater than earnings	$	(5,303	)	$	(252	)

General Partners' earnings:
Distributions	$	761		$	16
Net loss attributable to General Partner (1)	—			(1,912		)
Total General Partners' earnings (loss)	$	761		$	(1,896	)

Limited partners' earnings on common units:
Distributions	$	9,595		$	7,974
Allocation of distributions greater than earnings	(2,743		)	(129		)
Total limited partners' earnings on common units	$	6,852		$	7,845

Limited partners' earnings on subordinated units:
Distributions	$	8,954		$	7,585
Allocation of distributions greater than earnings	(2,560		)	(123		)
Total limited partners' earnings on subordinated units	$	6,394		$	7,462

Weighted-average limited partner units outstanding:
Common units - basic	24,448			23,985
Common units - diluted	24,454			23,996
Subordinated units - basic and diluted	22,811			22,811

Net income per limited partner unit:
Common - basic	$	0.28		$	0.33
Common - diluted	0.28			0.33
Subordinated - basic and diluted	0.28			0.33


(1)	We apply the two-class method to calculate earnings per unit and allocate the results of operations of the TexNew Mex Pipeline System prior to the TexNew Mex Pipeline Acquisition entirely to our general partner. The limited partners had no rights to the results of operations before this acquisition.

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. Inventories

Inventories were as follows:



	March 31, 2016		December 31, 2015
	(In thousands)
Lubricants	$	12,319	$	14,959
Refined products	157		241
Inventories	$	12,476	$	15,200

7. Property, Plant and Equipment, Net

Property, plant and equipment, net was as follows:



	March 31, 2016			December 31, 2015
	(In thousands)
Buildings and improvements	$	33,052		$	33,052
Pipelines and related assets	255,498			247,792
Terminals and related assets	117,823			118,451
Asphalt plant, terminals and related assets	29,846			27,356
Wholesale and related assets	33,742			33,506
	469,961			460,157
Accumulated depreciation	(145,619		)	(138,906		)
Property, plant and equipment, net	$	324,342		$	321,251

Depreciation expense was $6.8 million and $5.6 million for the three months ended March 31, 2016 and 2015, respectively.

8. Intangible Assets, Net

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



	March 31, 2016							December 31, 2015							Weighted-Average Amortization Period (Years)
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted-Average Amortization Period (Years)
	(In thousands)
Customer relationships	$	7,551	$	(4,060	)	$	3,491	$	7,551	$	(3,921	)	$	3,630	6.3
Pipeline rights-of-way	6,527		(2,452		)	4,075		6,414		(2,287		)	4,127		5.5
Intangible assets, net	$	14,078	$	(6,512	)	$	7,566	$	13,965	$	(6,208	)	$	7,757

Intangible asset amortization expense was $0.3 million for the three months ended March 31, 2016 based upon estimates of useful lives ranging from 1 to 35 years. Intangible asset amortization expense was $0.3 million for the three months ended March 31, 2015 based upon estimates of useful lives ranging from 1 to 15 years.

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



Remainder of 2016	$	901
2017	1,112
2018	1,112
2019	1,112
2020	818
2021	665

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9. Accrued Liabilities

Accrued liabilities were as follows:



	March 31, 2016		December 31, 2015
	(In thousands)
Deferred revenue - affiliate	$	12,362	$	10,130
Excise and other taxes	5,673		5,335
Interest	2,822		8,438
Payroll and related costs	2,785		4,000
Property taxes	925		1,500
Branding	709		633
Other	582		342
Accrued liabilities	$	25,858	$	30,378

10. Debt

Revolving Credit Facility

Our $300.0 million senior secured revolving credit facility (the "Revolving Credit Facility") will mature on October 16, 2018. We have the ability to increase the total commitment of our Revolving Credit Facility by up to $200.0 million for a total facility size of up to $500.0 million, subject to receiving increased commitments from lenders and to the satisfaction of certain conditions. The Revolving Credit Facility includes a $25.0 million sub-limit for standby letters of credit and a $10.0 million sub-limit for swing line loans. Obligations under the Revolving Credit Facility and certain cash management and hedging obligations are guaranteed by all of our subsidiaries and are secured by a first priority lien on substantially all of our and our subsidiaries' significant assets. Our creditors under the Revolving Credit Facility have no recourse to Western's assets. Borrowings under our Revolving Credit Facility bear interest at either a base rate plus an applicable margin ranging from 0.75% to 1.75%, or at LIBOR plus an applicable margin ranging from 1.75% to 2.75%. The applicable margin will vary based on our Consolidated Total Leverage Ratio, as defined in the Revolving Credit Facility.

On October 15, 2014, to partially fund the purchase of certain assets from Western, WNRL borrowed $269.0 million under the Revolving Credit Facility. On February 11, 2015, WNRL repaid its outstanding direct borrowings under the Revolving Credit Facility with a portion of the proceeds from the issuance of its 7.5% Senior Notes, discussed below. On October 30, 2015, WNRL borrowed $145.0 million under the Revolving Credit Facility to partially fund the TexNew Mex Pipeline Acquisition. On February 17, 2016, WNRL repaid $15.0 million of its outstanding direct borrowings under the Revolving Credit Facility.

As of March 31, 2016, the availability under the Revolving Credit Facility was $169.3 million. This availability is net of $130.0 million in direct borrowings and $0.7 million in outstanding letters of credit. We had no swing line borrowings outstanding under our Revolving Credit Facility as of March 31, 2016. The estimated fair value of the Revolving Credit Facility approximates its carrying amount. The interest rate for the borrowings under the Revolving Credit Facility was 2.69% as of March 31, 2016. The unamortized financings costs of $1.3 million and $1.5 million as of March 31, 2016 and December 31, 2015, respectively, are included in long-term debt, less current portion, in the Condensed Consolidated Balance Sheets. The effective rate of interest on the WNRL Revolving Credit Facility was 2.76% as of March 31, 2016.

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

7.5% Senior Notes

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

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

WNRL 2023 Senior Notes were used to repay $269.0 million of then outstanding borrowings under our Revolving Credit Facility. The estimated fair value of the WNRL 2023 Senior Notes was $270.0 million as of March 31, 2016. We incurred financing costs associated with the issuance of the WNRL 2023 Senior Notes of $6.8 million. Unamortized financings costs of $5.9 million and $6.1 million as of March 31, 2016 and December 31, 2015, respectively, are included in long-term debt, less current portion, in the Condensed Consolidated Balance Sheets. The effective rate of interest on the 7.5% Senior Notes was 7.78% as of March 31, 2016.

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

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

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

11. Equity

We had 15,906,177 publicly held outstanding common units as of March 31, 2016, including the net settlement and issuance of 39,416 common units upon the vesting of phantom units from our Western Refining Logistics, LP 2013 Long-Term Incentive Plan (the "LTIP") on March 28, 2016. Western owned 8,579,623 of our common units and 22,811,000 of our subordinated units constituting an aggregate limited partner interest of 66.4% as of March 31, 2016.

In accordance with our partnership agreement, Western's subordinated units will convert to common units once we have met specified distribution targets and successfully completed other tests set forth in our Second A&R Partnership Agreement.

Changes to equity during the three months ended March 31, 2016, were as follows:



	General			TexNew Mex -			Common -			Common -			Subordinated -
	Partner			Western			Public			Western			Western			Total
	(In thousands)
Balance at December 31, 2015	$	(1,085	)	$	(310	)	$	327,351		$	(105,090	)	$	(289,289	)	$	(68,423	)
Unit-based compensation	—			—			41			—			—			41
Distributions to partners declared	(761		)	—			(6,228		)	(3,367		)	(8,954		)	(19,310		)
Net income attributable to limited partners	—			—			4,704			2,542			6,761			14,007
Balance at March 31, 2016	$	(1,846	)	$	(310	)	$	325,868		$	(105,915	)	$	(291,482	)	$	(73,685	)

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

TexNew Mex Units

The Second A&R Partnership Agreement sets forth the rights, preferences and obligations of the TexNew Mex Units. The TexNew Mex Units are generally entitled to participate in 80% of the economics attributable to the TexNew Mex Shared Segment resulting from crude oil throughput on the TexNew Mex Pipeline above the 13,000 bpd contemplated by the commitment in the Amendment to Pipeline Agreement. To the extent there is sufficient available cash from operating surplus under the Second A&R Partnership Agreement, the holder of the TexNew Mex Units are entitled to receive a distribution equal to 80% of the excess of TexNew Mex Shared Segment Distributable Cash Flow over the TexNew Mex Base Amount. The TexNew Mex Unit distributions are preferential to all other unit holder distributions, but are not cumulative. We declared no distributions to TexNew Mex unitholders related to our operating results for the three months ended March 31, 2016 and 2015.

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

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

Issuance of Additional Interests

Our partnership agreement authorizes us to issue additional partnership interests for consideration and on the terms and conditions determined by our General Partner without the approval of the unitholders. We may fund future acquisitions through the issuance of additional common units, subordinated units or other partnership interests. Holders of any additional common units we issue will be entitled to share proportionally in accordance with their respective percentage interests with the then-existing common unitholders in our distributions of available cash. See Note 12, Equity-Based Compensation, for further information.

Allocations of Net Income and Loss

The Second A&R Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders and the General Partner. For purposes of maintaining partner capital accounts, the Second A&R Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive distribution right payments allocated 100% to the General Partner.

Percentage Allocations of Available Cash from Operating Surplus

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



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

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Our Second A&R Partnership Agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders and general partner will receive. We declare distributions subsequent to quarter end. The table below summarizes our 2016 quarterly distribution declarations, payments and scheduled payments through March 31, 2016:



Declaration Date	Record Date	Payment Date	Distribution per Common and Subordinated Unit
February 1, 2016	February 11, 2016	February 26, 2016	$	0.3925
April 25, 2016	May 13, 2016	May 27, 2016	0.4025
Total			$	0.7950

During 2015 and 2016, we declared and paid distributions that were in excess of the target distribution amounts set forth in our partnership agreement, resulting in distributions to our General Partner as the holder of incentive distribution rights. The total quarterly cash distributions for the three months ended March 31, 2016 and 2015, respectively, were as follows:



	Three Months Ended
	March 31,
	2016		2015
	(In thousands, except per unit data)
TexNew Mex Unit distributions:
TexNew Mex Unit distributions	$	310	$	—
Total TexNew Mex Unit distributions	$	310	$	—

General Partners' distributions:
General Partner's incentive distribution rights	$	761	$	16
Total General Partner's distributions	$	761	$	16

Limited partners' distributions:
Common	$	9,595	$	7,974
Subordinated	8,954		7,585
Total limited partners' distributions	18,549		15,559
Total cash distributions	$	19,620	$	15,575

Cash distributions per limited partner unit	$	0.3925	$	0.3325

We currently have an effective universal shelf Registration Statement on Form S-3 that provides for the registration and sale of up to $1 billion of equity or debt securities of us and certain of our subsidiaries. We may over time, and subject to market conditions, in one or more offerings, offer and sell any combination of the securities described in the prospectus.

12. Equity-Based Compensation

Our General Partner's board of directors adopted the LTIP for the benefit of employees, consultants and non-employee directors of our General Partner and its affiliates. Awards granted under the LTIP vest over a scheduled vesting period and their market value at the date of the grant is amortized over the restricted period on a straight-line basis.

At March 31, 2016, there were 4,111,322 phantom units reserved for future grants under the LTIP.

The fair value of the phantom units is determined based on the closing price of WNRL common units on the grant date. The estimated fair value of the phantom units is amortized on a straight-line basis over the scheduled vesting periods of individual awards. We incurred unit-based compensation expense of $0.5 million and $0.4 million for the three months ended March 31, 2016 and 2015, respectively.

The aggregate grant date fair value of nonvested phantom units outstanding as of March 31, 2016, was $7.9 million. The aggregate intrinsic value of such phantom units was $6.9 million. Total unrecognized compensation cost related to our non-

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

vested phantom units totaled $7.4 million at March 31, 2016, that we expect to recognize over a weighted-average period of approximately 3.12 years.

A summary of our unit award activity for the three months ended March 31, 2016, is set forth below:



	Number of Phantom Units		Weighted-Average Grant Date Fair Value
Not vested at December 31, 2015	279,787		$	28.06
Awards granted	75,919		22.53
Awards vested	(60,705	)	26.80
Awards forfeited	—		—
Not vested at March 31, 2016	295,001		26.64

13. Risk Concentration

We are part of the consolidated operations of Western and we derive a significant portion of our revenue from transactions with Western and its affiliates. Western accounted for 31.9% and 29.3%, respectively, of our total revenues for the three months ended March 31, 2016 and 2015.

We sell a variety of refined products to a diverse customer base. Sales to Kroger Company accounted for 21.2% and 24.3% of total revenues for the three months ended March 31, 2016 and 2015, respectively. Sales to Western’s retail and unmanned fleet fueling sites accounted for 23.6% and 25.8% of total revenues for the three months ended March 31, 2016 and 2015, respectively.

See Note 17, Related Party Transactions, for detailed information on our agreements with Western.

14. Income Taxes

WNRL is treated as a publicly-traded partnership for federal and state income tax purposes, however, Western Refining Product Transport, LLC (a wholly-owned subsidiary) is taxed as a corporation for federal and state tax purposes. Taxes on our net income for WNRL and its subsidiaries generally are borne by our partners through the allocation of taxable income. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined as we do not have access to information about each partner's tax attributes in us. Our income tax expense results from our taxable subsidiary and state laws that apply to entities organized as partnerships, primarily in the state of Texas and from federal and state laws for corporations. For the three months ended March 31, 2016 and 2015, our income tax expense was $0.3 million and $0.2 million, respectively. Our effective tax rates for the three months ended March 31, 2016 and 2015, was 1.8% and 1.5%, respectively.

As of March 31, 2016 and December 31, 2015, we had no unrecognized tax benefit liability. No interest or penalties were recognized related to income taxes during the three months ended March 31, 2016 and 2015.

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

15. Commitments

We have commitments under various operating leases with initial terms greater than one year for property, machinery and facilities. These leases have terms that will expire on various dates through 2026. We expect that in the normal course of business, these leases will be renewed or replaced by other leases. Rent expense for operating leases that provide for periodic rent escalations or rent holidays over the term of the lease is recognized on a straight-line basis. We also have commitments to purchase minimum volumes of refined product from Western under commercial agreements that we have entered into with Western. See Note 17, Related Party Transactions, for further discussion of these agreements.

The following table presents our annual minimum rental payments under non-cancelable operating leases that have lease terms of one year or more (in thousands) as of March 31, 2016:



Remaining 2016	$	5,785
2017	6,040
2018	3,274
2019	1,180
2020	180
2021 and thereafter	479
	$	16,938

Total rental expense was $2.4 million and $2.3 million for the three months ended March 31, 2016 and 2015, respectively. Contingent rentals and subleases were not significant in any year.

16. Contingencies

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

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

17. Related Party Transactions

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

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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



	Three Months Ended
	March 31,
	2016		2015
	(In thousands)
Indirect charges:
Operating and maintenance expenses	$	10,209	$	9,007
Selling, general and administrative expenses	1,816		1,983
Total indirect charges	$	12,025	$	10,990

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

Commercial Agreements with Western

Logistics Segment Agreements

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

Pipeline and Gathering Services Agreement

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

In connection with the TexNew Mex Pipeline Acquisition, WNRL entered into the Amendment No. 1 to the Pipeline and Gathering Services Agreement, dated as of October 16, 2013, with Western (the "Amendment of the Pipeline Agreement"). Among other things, the Amendment to the Pipeline Agreement amends the scope of the existing agreement to include the provision of storage services and a minimum volume commitment of 80,000 barrels of storage at the Star Lake storage site. In this Amendment to the Pipeline Agreement, Western provided a minimum volume commitment of 13,000 bpd of crude oil on the TexNew Mex Pipeline for 10 years from the date of the Amendment to the Pipeline Agreement.

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

The Second A&R Partnership Agreement provides for the creation of the “TexNew Mex Shared Segment” that will reflect the financial position and operating results of the TexNew Mex Pipeline System. The TexNew Mex Units are generally entitled to participate in 80% of the economics attributable to the TexNew Mex Shared Segment resulting from crude oil throughput on the TexNew Mex Pipeline above the 13,000 barrels per day contemplated by the commitment in the Amendment to the Pipeline Agreement. To the extent there is sufficient available cash from operating surplus under the Second A&R Partnership Agreement, the holder of the TexNew Mex Units will be entitled to receive a distribution equal to 80% of the excess of TexNew Mex Shared Segment Distributable Cash Flow over the TexNew Mex Base Amount. The TexNew Mex Unit distributions are preferential to all other unit holder distributions, but are not cumulative.

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Terminalling, Transportation and Storage Services Agreement

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

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

Wholesale Segment Agreements

In connection with the Wholesale Acquisition, we entered into the following 10-year agreements with Western. These agreements include certain minimum volume commitments by Western.

Product Supply Agreement

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

Fuel Distribution and Supply Agreement

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

Crude Oil Trucking Transportation Services Agreement

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

Asphalt Trucking Transportation Services Agreement

On May 4, 2016, our subsidiary, Western Refining Wholesale, LLC, entered into an Asphalt Trucking Transportation Services Agreement with two subsidiaries of Western, Western Refining Company, L.P., a Delaware limited partnership, and, for certain limited purposes stated therein, Western Refining Southwest, Inc., an Arizona corporation. Under the Asphalt Trucking Transportation Services Agreement, Western will pay us a flat rate per mile per ton plus monthly fuel adjustments and customary applicable surcharges for transporting asphalt volumes for Western. The rates are subject to adjustment annually based on mutual agreement between us and Western. Volumes of asphalt transported pursuant to this agreement will be credited, on a barrel per barrel basis, towards Western’s contract minimum under the Crude Oil Trucking Transportation Services Agreement. Under this Agreement, Western has given us the first option to transport all asphalt volumes Western transports by truck. The initial term of the Asphalt Trucking Transportation Services Agreement expires on October 14, 2025.

Other Agreements with Western

Omnibus Agreement

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

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


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


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


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


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


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

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

Contribution, Conveyance and Assumption Agreement dated September 25, 2014

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

Contribution, Conveyance and Assumption Agreement dated October 30, 2015

We entered into a Contribution, Conveyance and Assumption Agreement with Western in connection with the TexNew Mex Pipeline Acquisition. Western made certain representations and warranties regarding the acquired assets, including with respect to environmental matters, and agreed to indemnify us for breaches of those representations and warranties, subject to specified deductibles, caps and other limitations. See Note 3, Acquisitions, for additional information regarding our acquisition of the TexNew Mex Pipeline System.

Services Agreements

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

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

Table of Contents

WESTERN REFINING LOGISTICS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Leasing Agreements

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

Table of Contents


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

You should read the following discussion together with the financial statements and the notes thereto included elsewhere in this report. This discussion contains forward-looking statements that are based on current expectations, estimates and projections about our business and operations. The cautionary statements made in this report should be read as applying to all related forward-looking statements wherever they appear in this report. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those we discuss under Part I, Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2015 ("2015 Form 10-K") and elsewhere in this report. You should read "Risk Factors" and "Forward-Looking Statements" in this report. In this quarterly report, all references to "WNRL," "the Partnership," "we," "us," and "our" or like terms refer to Western Refining Logistics, LP and its consolidated subsidiaries, unless the context otherwise requires or where otherwise indicated. References to "Western" refer to Western Refining, Inc.

Overview

WNRL is a Delaware master limited partnership that commenced operations in October 2013. Western Refining Logistics GP, LLC ("WRGP"), our general partner holds all of the non-economic general partner interests in WNRL and is owned 100% by Western Refining, Inc. ("Western").

WNRL is principally a fee-based, growth-oriented partnership that owns, operates, develops and acquires logistics and related assets and businesses including terminals, storage tanks, pipelines and other logistics assets related to the terminalling, transportation, storage and distribution of crude oil and refined products. WNRL's assets and operations include 685 miles of pipelines, 8.2 million barrels ("bbls") of active storage capacity, distribution of wholesale petroleum products and crude oil trucking.

On October 30, 2015, WNRL acquired a segment of the TexNew Mex Pipeline system from Western that extends from our crude oil station in Star Lake, New Mexico, in the Four Corners region to our T station in Eddy County, New Mexico (the "TexNew Mex Pipeline System"). We also acquired an 80,000 barrel crude oil storage tank located at our crude oil pumping station in Star Lake, New Mexico and certain other related assets ("TexNew Mex Pipeline Acquisition"). We acquired these assets in exchange for $170 million in cash, 421,031 common units representing limited partner interests in WNRL and 80,000 units of a newly created class of limited partner interests in WNRL, referred to as the "TexNew Mex Units." This purchase was between entities under common control. See Note 3, Acquisitions, in the Notes to Condensed Consolidated Financial Statements for further discussion.

We recorded the purchase of the TexNew Mex Pipeline System assets at Western's historical book value. Generally accepted accounting principles require that we treat this purchase as a transaction between entities under common control. We have retrospectively adjusted the financial information for WNRL, to include the historical results of the assets acquired, for periods prior to the effective date of the transaction.

Major Influences on Results of Operations

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

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

A significant portion of our wholesale fuel sales and all of our lubricants sales are to third-party customers. We purchase substantially all of our fuel from Western on the same day that we sell it, which minimizes our exposure to commodity price fluctuations. The margins we earn on these sales are dependent on a number of factors that are outside of our control, including the overall supply of refined products and lubricants as well as the demand for these products by our customers. Among other circumstances, the margins we earn through these activities would likely be adversely impacted in the event of excess supply of refined products or lubricants and corresponding customer demand that is below historical norms. These supply and demand

Table of Contents

dynamics are subject to day-to-day variability and may result in volatility in the margins that our wholesale business achieves. Extended periods of market conditions that result in earning margins that are lower than anticipated could adversely affect our financial condition, results of operations and cash flows.

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

Factors Affecting the Comparability of Our Financial Results

Revenues generated and reported by the TexNew Mex Pipeline System, prior to the TexNew Mex Pipeline Acquisition, were minimal and were for amounts received from third parties and other amounts required to be recorded for Western for regulatory reporting. We did not record intercompany revenues related to the operation of the TexNew Mex Pipeline System and related assets for the benefit of Western prior to the TexNew Mex Pipeline Acquisition.

Critical Accounting Policies and Estimates

We prepare our financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"). In order to apply these principles, we must make judgments, assumptions and estimates based on the best available information at the time. Actual results may differ based on the continuing development of the information utilized and subsequent events, some of which we may have little or no control over. Our critical accounting policies could materially affect the amounts recorded in our financial statements. Our critical accounting policies, estimates and recent accounting pronouncements that potentially impact us are discussed in detail under Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2015 Form 10-K.

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

How We Evaluate Our Operations

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

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

Wholesale Volumes and Margins. Revenues, earnings and cash flows from our wholesale business are primarily affected by sales volumes and margins for gasoline, diesel fuel and lubricants sold and crude oil and asphalt trucking volumes. We primarily use fuel margin per gallon and fuel gallons sold to evaluate the operating results of the wholesale segment. Our fuel

Table of Contents

margin per gallon is not generally correlated with changes in absolute price per gallon. Sales volumes of gasoline, diesel fuel and lubricants are affected primarily by demand and competition. Crude oil trucking volumes can fluctuate based on local production, competition and demand. Refined product margins are equal to the sales price, net of discounts, less total cost of sales and are measured on a cents per gallon basis. Factors that influence margins include local supply, demand and competition, and the impact to margin of our commercial agreements with Western.

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

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

Results of Operations

The following tables summarize our consolidated and operating segment financial data and key operating statistics for the three months ended March 31, 2016 and 2015, respectively. The following data should be read in conjunction with our condensed consolidated financial statements and the notes thereto included elsewhere in this quarterly report.

The assets acquired in the TexNew Mex Pipeline Acquisition are reflected at Western's historical book value as the purchase was a transaction between entities under common control. We have retrospectively adjusted the financial information for WNRL to include the historical results of the TexNew Mex Pipeline System assets acquired for periods prior to the effective date of the acquisition.

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

Table of Contents

Consolidated

Three Months Ended March 31, 2016, Compared to the Three Months Ended March 31, 2015



	Three Months Ended
	March 31,
	2016			2015			Change
	(In thousands, except per unit data)
Revenues:
Fee based:
Affiliate	$	51,928		$	45,478		$	6,450
Third-party	690			623			67
Sales based:
Affiliate	97,529			132,771			(35,242		)
Third-party	317,892			428,524			(110,632		)
Total revenues	468,039			607,396			(139,357		)
Operating costs and expenses:
Cost of products sold:
Affiliate	95,149			130,508			(35,359		)
Third-party	300,441			411,193			(110,752		)
Operating and maintenance expenses	38,901			36,371			2,530
Selling, general and administrative expenses	5,065			5,955			(890		)
Gain on disposal of assets, net	(99		)	(84		)	(15		)
Depreciation and amortization	7,144			5,892			1,252
Total operating costs and expenses	446,601			589,835			(143,234		)
Operating income	21,438			17,561			3,877
Other income (expense):
Interest and debt expense	(7,052		)	(3,964		)	(3,088		)
Other, net	(118		)	17			(135		)
Net income before income taxes	14,268			13,614			654
Provision for income taxes	(261		)	(203		)	(58		)
Net income	14,007			13,411			596
Less net loss attributable to General Partner	—			(1,912		)	1,912
Net income attributable to limited partners	$	14,007		$	15,323		$	(1,316	)

Net income per limited partner unit:
Common - basic	$	0.28		$	0.33		$	(0.05	)
Common - diluted	0.28			0.33			(0.05		)
Subordinated - basic and diluted	0.28			0.33			(0.05		)

Weighted-average limited partner units outstanding:
Common - basic	24,448			23,985			463
Common - diluted	24,454			23,996			458
Subordinated - basic and diluted	22,811			22,811			—

Table of Contents



	Three Months Ended
	March 31,
	2016			2015			Change
	(In thousands)
Cash Flow Data
Net cash provided by (used in):
Operating activities	$	24,790		$	32,732		$	(7,942	)
Investing activities	(6,122		)	(26,527		)	20,405
Financing activities	(34,620		)	27,669			(62,289		)
Capital expenditures	$	6,241		$	26,644		$	(20,403	)
Other Data
EBITDA	$	28,464		$	24,228		$	4,236
Distributable cash flow	22,528			21,769			759

Gross Profit. Gross profit is calculated as total revenues, net of excise taxes, less cost of products sold. Gross profit increased by $6.8 million primarily due to increased fee based revenue of $6.2 million resulting from increasing certain pipeline, terminal and other service fee rates over 2015 rates. Also contributing to the increase were greater wholesale fuel margins of $0.6 million and increased revenue of $1.7 million period over period from new asphalt hauling activity by truck, partially offset by decreased revenue of $1.4 million crude oil gathering activity by truck and a $0.7 million decrease in margin from lubricant sales. Wholesale sales based revenues decreased due to a lower average price per gallon sold in the first three months of 2016 of $1.22 compared to $1.72 for the first three months of 2015.

Operating and Maintenance Expenses. The increase in operating and maintenance expenses resulted from an increase in outside support services ($1.7 million) due to in-line inspections of certain pipeline segments and various tank repairs, employee expenses ($1.1 million) and environmental expenses ($0.8 million), partially offset by decreased chemical expenses ($0.3 million) specifically due to chemical additives used in the pipeline transportation process and by lower fuel expense for our transportation department ($0.5 million). Maintenance expense for the first three months of 2016 was $9.0 million compared to $9.3 million for the same period in 2015.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased primarily due to a decrease in professional and legal services ($0.3 million) related to business acquisitions and corresponding debt transactions and other taxes ($0.3 million).

Depreciation and Amortization. Depreciation and amortization increased due to assets capitalized in the TexNew Mex Pipeline Acquisition and ongoing expansion of our Delaware Basin logistics system.

Interest and Debt Expense. The increase in interest expense from prior periods was attributable to interest incurred through our issuance of $300.0 million of the WNRL 2023 Senior Notes during the first quarter of 2015 and borrowings under the Revolving Credit Facility of $130.0 million.

EBITDA and Distributable Cash Flows

We define EBITDA as earnings before interest and debt expense, provision for income taxes and depreciation and amortization. We define Distributable Cash Flow as EBITDA plus the change in deferred revenues, less debt interest accruals, income taxes paid, maintenance capital expenditures and distributions declared on our TexNew Mex units.

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:


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


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


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


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

Table of Contents

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


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


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


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


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

Distributable Cash Flow is also a quantitative standard used by the investment community with respect to publicly traded partnerships because the value of a partnership unit is, in part, measured by its yield. Yield is based on the amount of cash distributions a partnership can pay to a unitholder.

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

The calculation of EBITDA and Distributable Cash Flow includes the results of operations for the TexNew Mex Pipeline System for the three months ended March 31, 2016.

The following tables reconcile net income attributable to limited partners to EBITDA for the periods presented and Distributable Cash Flow for the three months ended March 31, 2016 and 2015, respectively.



	Three Months Ended
	March 31,
	2016			2015			Change
	(In thousands)
Net income attributable to limited partners	$	14,007		$	15,323		$	(1,316	)
Interest and debt expense	7,052			3,964			3,088
Provision for income taxes	261			203			58
Depreciation and amortization	7,144			4,738			2,406
EBITDA	28,464			24,228			4,236

Change in deferred revenues	2,232			1,232			1,000
Debt interest accruals	(6,709		)	(725		)	(5,984		)
Income taxes paid	(30		)	(1		)	(29		)
Maintenance capital expenditures	(1,429		)	(2,965		)	1,536
Distributions on TexNew Mex Units	—			—			—
Distributable cash flow	$	22,528		$	21,769		$	759

Minimum quarterly distribution	$	13,598		$	13,463		$	135

Table of Contents

Logistics Segment

Three Months Ended March 31, 2016, Compared to the Three Months Ended March 31, 2015



	Three Months Ended
	March 31,
	2016		2015		Change
	(In thousands, except key operating statistics)
Statement of Operations Data:
Fee based revenues:
Affiliate	$	40,916	$	34,775	$	6,141
Third-party	690		623		67
Total revenues	41,606		35,398		6,208
Operating costs and expenses:
Operating and maintenance expenses	21,000		18,252		2,748
General and administrative expenses	715		979		(264		)
Depreciation and amortization	5,961		4,815		1,146
Total operating costs and expenses	27,676		24,046		3,630
Operating income	$	13,930	$	11,352	$	2,578
Key Operating Statistics:
Pipeline and gathering (bpd):
Mainline movements (1):
Permian/Delaware Basin system	49,486		36,512		12,974
Four Corners system	52,467		45,841		6,626
Tex New Mex system	12,544		—		12,544
Gathering (truck offloading):
Permian/Delaware Basin system	20,533		22,605		(2,072		)
Four Corners system	12,761		10,662		2,099
Pipeline Gathering and Injection system:
Permian/Delaware Basin system	7,885		1,615		6,270
Four Corners system	24,437		20,565		3,872
Tank storage capacity (bbls) (2)	828,202		620,506		207,696
Terminalling, transportation and storage:
Shipments into and out of storage (bpd) (includes asphalt)	388,258		391,318		(3,060		)
Terminal storage capacity (bbls) (2)	7,385,543		7,490,569		(105,026		)

(1)

Some barrels of crude oil in route to Western's Gallup refinery and Permian/Delaware Basin are transported on more than one of our mainlines. Mainline movements for the Four Corners and Delaware Basin systems include each barrel transported on each mainline. During the second quarter of 2015, we began shipping crude oil from the Four Corners system, through the TexNew Mex Pipeline System, to the Permian/Delaware system.


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

Fee Based Revenues. Our revenues were generated from third-party contracts and commercial agreements with Western. On July 1, 2015, we increased certain pipeline, terminal and other service fee rates with such increases ranging from 1.9% for terminal, storage and trucking activities to 4.6% for crude oil pipeline shipments based on annual fee escalators included in our commercial agreements with Western. These increases collectively accounted for a $0.6 million increase in fee based revenues period over period. In addition, increased utilization of our Permian Basin assets (comprised of an additional 12,974 barrels per day ("bpd")) resulted in a $1.2 million increase in fees over the prior period and increased volumes handled by our Four Corners system assets (comprised of an additional 6,626 bpd), resulted in a $0.7 million increase in fees period over period. The TexNew Mex Pipeline System, that commenced operations in April 2015, resulted in a $5.3 million increase in fees in 2016 without comparable activity in the prior period. These increases were partially offset by decreased additive sales of $0.8 million.

Table of Contents

Operating and Maintenance Expenses. Operating and maintenance expenses increased primarily due to outside support services ($1.6 million) due to in-line inspections of certain pipeline segments and various tank repairs, increased employee expenses ($0.8 million) and increased environmental expenses ($0.8 million), partially offset by decreased chemical expense ($0.3 million) specifically due to chemical additives used in the pipeline transportation process.

Depreciation and Amortization. Depreciation and amortization increased due to assets capitalized in the TexNew Mex Pipeline Acquisition and ongoing expansion of our Delaware Basin logistics system.

Wholesale Segment

Three Months Ended March 31, 2016, Compared to the Three Months Ended March 31, 2015



	Three Months Ended
	March 31,
	2016			2015			Change
	(In thousands, except key operating stats)
Statement of Operations Data:
Fee based revenues (1):
Affiliate	$	11,012		$	10,703		$	309
Sales based revenues (1):
Affiliate	97,529			132,771			(35,242		)
Third-party	317,892			428,524			(110,632		)
Total revenues	426,433			571,998			(145,565		)
Operating costs and expenses:
Cost of products sold:
Affiliate	95,149			130,508			(35,359		)
Third-party	300,441			411,193			(110,752		)
Operating and maintenance expenses	17,901			18,119			(218		)
Selling, general and administrative expenses	1,905			2,196			(291		)
Gain on disposal of assets, net	(99		)	(84		)	(15		)
Depreciation and amortization	1,183			1,077			106
Total operating costs and expenses	416,480			563,009			(146,529		)
Operating income	$	9,953		$	8,989		$	964
Key Operating Statistics:
Fuel gallons sold (in thousands)	314,943			303,431			11,512
Fuel gallons sold to retail (included in fuel gallons sold above) (in thousands)	79,841			75,263			4,578
Fuel margin per gallon (2)	$	0.028		$	0.027		$	0.001
Lubricant gallons sold (in thousands)	2,201			2,957			(756		)
Lubricant margin per gallon (3)	$	0.69		$	0.66		$	0.03
Crude oil trucking volume (bpd)	35,111			43,050			(7,939		)
Average crude oil revenue per barrel	$	2.24		$	2.76		$	(0.52	)


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

Table of Contents


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


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

Gross Margin. We primarily use fuel margin per gallon and fuel gallons sold to evaluate the operating results of the wholesale segment. We think this is more applicable than utilizing the absolute price per gallon and cost of product sold since fuel prices can be volatile and our fuel margin per gallon is not generally correlated with changes in absolute price per gallon. Wholesale gross margin increased $0.5 million quarter over quarter. Fuel margins accounted for $0.6 million of this increase primarily due to a per gallon increase in fuel margins of approximately $0.001 combined with a 11.5 million gallon increase in total fuel sales. Increased revenue of $1.7 million period over period from new asphalt hauling activity by truck also contributed to the increased gross margin, partially offset by decreased revenue of $1.4 million crude oil gathering activity by truck and a $0.7 million decrease in margin from lubricant sales.

Operating and Maintenance Expenses. The decrease in operating and maintenance expenses was the result of lower fuel expense for our truck fleet ($0.5 million), partially offset by increased employee expense ($0.3 million).

Depreciation and Amortization. Depreciation and amortization remained relatively unchanged period over period.

Liquidity and Capital Resources

At March 31, 2016, we had cash and cash equivalents of $28.7 million. Our sources for liquidity include cash generated from operations, borrowings under our Revolving Credit Facility and the issuance of equity or debt securities. We funded the purchase of the TexNew Mex Pipeline System using $170 million in cash, including borrowings of $145 million under our Revolving Credit Facility and $25 million from cash on hand, the issuance of 421,031 common units representing limited partner interests in WNRL and 80,000 TexNew Mex Units.

On February 11, 2015, we issued the $300.0 million WNRL 2023 Senior Notes and used the proceeds to repay the borrowings under our Revolving Credit Facility. During the first three months of 2016, we have made no additional borrowings under our Revolving Credit Facility. On February 17, 2016, we repaid $15.0 million of outstanding direct borrowings under our Revolving Credit Facility. At March 31, 2016, the Revolving Credit Facility had availability of $169.3 million, net of $130.0 million in direct borrowings and $0.7 million in outstanding letters of credit.

Our Revolving Credit Facility and the indenture governing our WNRL 2023 Senior Notes both contain covenants that limit or restrict our ability to make cash distributions. Under our Revolving Credit Facility, we are permitted to make cash distributions to our equity holders, including our general partner, but only up to the amount of available cash under our partnership agreement and so long as no default exists or will be caused by such distributions. Under the Revolving Credit Facility, we are also required to maintain certain financial ratios, each tested on a quarterly basis for the immediately preceding four quarter period. The indenture governing the WNRL 2023 Senior Notes also prohibits us from making cash distributions to our equity holders, unless no default has occurred or will be caused by such distributions and such distributions are less than the cap amount prescribed in the indenture. See Note 10, Debt, in the Notes to Condensed Consolidated Financial Statements for further discussion on our Revolving Credit Facility.

We currently have an effective universal shelf Registration Statement on Form S-3 that provides for the registration and sale of up to $1 billion of our or certain of our subsidiaries equity or debt securities. We may over time, and subject to market conditions, in one or more offerings, offer and sell any combination of the securities described in the prospectus.

Our minimum quarterly distribution of $0.2875 per unit per quarter, or $1.15 per unit on an annualized basis, aggregates to $13.6 million per quarter and $54.4 million per year based on the current number of common and subordinated units outstanding. We do not have a legal obligation to pay this distribution. Any distributions are subject to compliance with the restrictions of our Revolving Credit Facility.

Our Second A&R Partnership Agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders, our General Partner as the holder of incentive distribution rights and Western as the holder of the TexNew Mex Units will receive. Our distributions are declared subsequent to quarter end. During the first quarter of 2016, we declared and paid distributions that were in excess of the target distribution amounts set forth in our partnership agreement, resulting in distributions to our General Partner as the holder of incentive distribution rights. We made cash distributions to our General Partner of $0.8 million and $0.02 million for the three months ended March 31, 2016 and 2015, respectively. Refer to Note 11, Equity, in the Notes to Condensed Consolidated Financial Statements for further information regarding incentive distribution rights.

Table of Contents

The table below summarizes our 2016 quarterly distribution declarations, payments and scheduled payments through March 31, 2016:



Declaration Date	Record Date	Payment Date	Distribution per Common and Subordinated Unit
February 1, 2016	February 11, 2016	February 26, 2016	$	0.3925
April 25, 2016	May 13, 2016	May 27, 2016	0.4025
Total			$	0.7950

Cash Flows

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



	Three Months Ended
	March 31,
	2016			2015			Change
	(In thousands)
Net cash provided by operating activities	$	24,790		$	32,732		$	(7,942	)
Net cash used in investing activities	(6,122		)	(26,527		)	20,405
Net cash provided by (used in) financing activities	(34,620		)	27,669			(62,289		)
Net change in cash and cash equivalents	$	(15,952	)	$	33,874		$	(49,826	)

The decrease in net cash from operating activities period over period was primarily the result of changes in our working capital as disclosed in our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015. The change in third-party accounts receivable was due to an increase in wholesale third-party receivables. The change in accounts payable and accrued liabilities was primarily due to an increase in payables associated with accrued payroll expenses related to Western employee services.

Cash flows provided by operating activities for the three months ended March 31, 2016 were primarily used to repay borrowings under our Revolving Credit Facility of $15.0 million, fund cash distributions to Western and non-controlling interest holders of $13.4 million and $6.2 million, respectively, and fund capital expenditures of $6.2 million.

For the same period in 2015, cash flows provided by operating activities combined with $300.0 million from the issuance of our WNRL 2023 Senior Notes were primarily used to repay the borrowings under our Revolving Credit Facility of $269.0 million, fund capital expenditures of $26.6 million, fund cash distributions to Western and non-controlling interest holders of $10.3 million and $5.3 million, respectively, and pay deferred financing costs of $6.6 million.

Capital Expenditures

Our capital requirements have consisted of and are expected to continue to consist of maintenance related capital expenditures and discretionary capital expenditures. As of March 31, 2016, we had cash and cash equivalents of $28.7 million, the majority of which is intended for use in planned growth projects. Maintenance capital expenditures include expenditures required to maintain equipment reliability, tankage and pipeline integrity and safety and to address environmental and other regulatory requirements. Discretionary capital expenditures include expenditures to acquire assets and expand existing facilities that increase throughput capacity of our pipelines and in our terminals or increase storage capacity at our storage facilities. For 2016, we budgeted $15.8 million for maintenance capital projects and up to $41.6 million in discretionary growth projects. We rely primarily upon external financing sources, including borrowings under our Revolving Credit Facility and the issuance of debt and equity securities, to fund any significant future discretionary capital expenditures.

Contractual Obligations

We include a complete summary of our future contractual obligations and commercial commitments as of December 31, 2015, in our 2015 Form 10-K under Part I, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Contractual Obligations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Table of Contents

Regulatory Matters

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

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

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

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

Environmental and Other Matters

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

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

Table of Contents

Seasonality

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

Item 3. Qualitative and Quantitative Disclosures about Market Risk

Refer to Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2015, for quantitative and qualitative disclosures about market risk. There have been no material changes in our exposures to market risk since December 31, 2015.


Item 4.	Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Interim Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of March 31, 2016. Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2016.

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2016, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Table of Contents

Part II. Other Information

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes in our risk factors during the three months ended March 31, 2016 from those previously disclosed in the section entitled "Risk Factors" in our 2015 Form 10-K under Part I, Item 1A. Risk Factors.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

On May 4, 2016, WNRL and Western entered into an Asphalt Trucking Transportation Services Agreement. See Note 17, Related Party Transactions, in the Notes to Condensed Consolidated Financial Statements for further discussion.

ITEM 6. EXHIBITS.

Exhibit Index***



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

——————

* Filed herewith

** Furnished herewith

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

Table of Contents

SIGNATURES

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

WESTERN REFINING LOGISTICS, LP

BY: WESTERN REFINING LOGISTICS GP, LLC




Signature	Title	Date

/s/ Gary R. Dalke	Interim Chief Financial Officer	May 4, 2016
Gary R. Dalke	(Principal Financial Officer and Duly Authorized Signatory)

Attached files

Western Refining Logistics, LP Reports

Also read