Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Northern Tier Energy LP | |
Entity Central Index Key | 1,533,454 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | NTI | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 93,058,480 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 35 | $ 70.9 |
Accounts receivable, net | 174.1 | 186 |
Inventories | 273.7 | 241.2 |
Other current assets | 25.5 | 21.3 |
Total current assets | 508.3 | 519.4 |
NON-CURRENT ASSETS | ||
Equity method investment | 87.6 | 82.1 |
Property, plant and equipment, net | 505.6 | 487.8 |
Intangible assets | 33.8 | 33.8 |
Other assets | 14.1 | 14.2 |
Total Assets | 1,149.4 | 1,137.3 |
CURRENT LIABILITIES | ||
Accounts payable | 310.1 | 301.4 |
Accrued liabilities | 59.2 | 61.8 |
NON-CURRENT LIABILITIES | 369.3 | 363.2 |
NON-CURRENT LIABILITIES | ||
Long-term debt | 365 | 342 |
Lease financing obligation | 11.2 | 11.1 |
Other liabilities | 27.6 | 27.9 |
Total liabilities | $ 773.1 | $ 744.2 |
Commitments and contingencies | ||
EQUITY | ||
Partners' capital (93,070,821 and 92,833,486 units issued and outstanding at March 31, 2016 and December 31, 2015, respectively) | $ 376.1 | $ 392.9 |
Accumulated other comprehensive income | 0.2 | 0.2 |
Total equity | 376.3 | 393.1 |
Total Liabilities and Equity | $ 1,149.4 | $ 1,137.3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Limited Partners' Capital Account, Units Issued | 93,070,821 | 92,833,486 |
Partners' capital, units outstanding (shares) | 93,070,821 | 92,833,486 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 604.4 | $ 793.8 |
COSTS, EXPENSES AND OTHER | ||
Cost of sales | 474.2 | 576.5 |
Direct operating expenses | 78.3 | 69.3 |
Turnaround and related expenses | 0.4 | 0.4 |
Depreciation and amortization | 11.3 | 10.8 |
Selling, general and administrative expenses | 23.3 | 20.2 |
Merger-related expenses | 0.4 | 0 |
Income from equity method investment | (5.5) | (3.6) |
Other loss | 0.2 | 0.7 |
OPERATING INCOME | 21.8 | 119.5 |
Interest expense, net | (6.5) | (7.5) |
INCOME BEFORE INCOME TAXES | 15.3 | 112 |
Income tax provision | (0.6) | (0.8) |
NET INCOME AND COMPREHENSIVE INCOME | $ 14.7 | $ 111.2 |
Weighted average number of units outstanding: | ||
Basic (in shares) | 92,850,830 | 92,459,063 |
Diluted (in shares) | 93,087,397 | 92,601,192 |
Earnings per unit: | ||
Basic (in dollars per share) | $ 0.16 | $ 1.20 |
Diluted (in dollars per share) | 0.16 | 1.20 |
Cash distributions declared per common unit | $ 0.38 | $ 0.49 |
Excise taxes included in revenues and cost of sales | $ 107 | $ 96 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 14.7 | $ 111.2 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 11.3 | 10.8 |
Non-cash interest expense | 0.5 | 0.5 |
Equity-based compensation expense | 4.6 | 2.6 |
Gain from the change in fair value of outstanding derivatives | (3.7) | (1.1) |
Equity investment earnings, net of dividends | (5.5) | (3.6) |
Change in lower of cost or market inventory adjustment | (11) | (10.8) |
Changes in assets and liabilities, net: | ||
Accounts receivable | 11.9 | 36.9 |
Inventories | (21.5) | (15.2) |
Other current assets | (0.5) | 1.7 |
Accounts payable and accrued expenses | 4.9 | (49.2) |
Other, net | 0.1 | (0.9) |
Net cash provided by operating activities | 5.8 | 82.9 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (27.9) | (6.6) |
Net cash used in investing activities | (27.9) | (6.6) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Long-term Lines of Credit | 70 | 0 |
Proceeds from (Repayments of) Lines of Credit | (47.5) | 0 |
Equity distributions | (36.3) | (45.9) |
Net cash used in financing activities | (13.8) | (45.9) |
CASH AND CASH EQUIVALENTS | ||
Change in cash and cash equivalents | (35.9) | 30.4 |
Cash and cash equivalents at beginning of period | 70.9 | 87.9 |
Cash and cash equivalents at end of period | $ 35 | $ 118.3 |
Description of the Business and
Description of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business and Basis of Presentation | DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business Northern Tier Energy LP ("NTE LP", "NTI" "Northern Tier" or the "Company") is an independent downstream energy company with refining, retail and logistics operations that serve the Petroleum Administration for Defense District II (“PADD II”) region of the United States. NTE LP holds 100% of the membership interest in Northern Tier Energy LLC (“NTE LLC”). NTE LP is a master limited partnership (“MLP”) for U.S. federal income tax purposes. NTE LP includes the operations of NTE LLC, St. Paul Park Refining Co. LLC (“SPPR”), Northern Tier Retail Holdings LLC (“NTRH”) and Northern Tier Oil Transport LLC (“NTOT”). NTRH is the parent company of Northern Tier Retail LLC (“NTR”) and Northern Tier Bakery LLC (“NTB”). NTR is the parent company of SuperAmerica Franchising LLC (“SAF”). SPPR owns a 17% interest in MPL Investments Inc. (“MPLI”) and a 17% interest in Minnesota Pipe Line Company, LLC (“MPL”). MPLI owns 100% of the preferred interest in MPL, which owns and operates a 465,000 barrel per day (“bpd”) crude oil pipeline in Minnesota (see Note 6 ). NTOT is a crude oil trucking business in North Dakota that collects crude oil directly from wellheads in the Bakken shale and transports it to regional pipeline and rail facilities. Western Refining, Inc. (“Western Refining”) indirectly owns 100% of Northern Tier Energy GP LLC ("NTE GP"), the general partner of NTE LP, and 35,622,500 common units, or 38.3% , of NTE LP. The remaining balance of the NTE LP units are publicly traded. Western Refining, through its subsidiary NT InterHold Co LLC, a Deleware limited liability company ("NT InterHold Co") as the owner of the general partner of NTE LP, has the ability to appoint all of the members of the NTE GP's board of directors. On December 21, 2015 , Western Refining and NTE LP announced that they had entered into an Agreement and Plan of Merger dated as of December 21, 2015 ("the Merger Agreement") with NTE GP and Western Acquisition Co, LLC, a Delaware limited liability company and wholly-owned subsidiary of Western Refining ("MergerCo") whereby Western Refining will acquire all of Northern Tier's outstanding common units not already owned by Western Refining (the "Merger"). Under the terms of the Merger Agreement, each NTI common unit held by a Northern Tier unitholders other than Western Refining and its subsidiaries (“NTI Public Unitholders”) will be converted into the right to receive, subject to election by the NTI Public Unitholders and proration, (i) $15.00 in cash and 0.2986 of a share of Western Refining common stock, (ii) $26.06 in cash without interest or (iii) 0.7036 of a share of Western Refining common stock. The election will be subject to proration to ensure that the aggregate cash paid and Western Refining common stock issued in the Merger will equal the total amount of cash and number of shares of Western Refining common stock that would have been paid and delivered if all NTI Public Unitholders received $15.00 in cash and 0.2986 of a share of Western Refining common stock per Northern Tier common unit. The transaction is expected to result in approximately 17.2 million additional shares of WNR common stock outstanding. Upon completion of the transaction, NTI will continue to exist as a limited partnership and will become a wholly-owned limited partnership subsidiary of WNR. The transaction is expected to close in the second quarter of 2016, pending the satisfaction of certain customary closing conditions and the approval of the Merger and other matters at a special meeting of the NTI unitholders currently scheduled to be held on June 23, 2016 (see Note 19 ). As of March 31, 2016 , the St. Paul Park refinery owned by SPPR, which is located in St. Paul Park, Minnesota, had total crude oil throughput capacity of 97,800 barrels per stream day. Refining operations include crude fractionation, catalytic cracking, hydrotreating, reforming, alkylation, sulfur recovery and a hydrogen plant. The refinery processes predominately North Dakota and Canadian crude oils into products such as gasoline, diesel, jet fuel, kerosene, asphalt, propane, propylene and sulfur. The refined products are sold primarily in the Upper Great Plains of the United States. As of March 31, 2016 , NTR operated 169 convenience stores under the SuperAmerica brand and SAF supported 114 franchised stores which also utilize the SuperAmerica brand. These 283 SuperAmerica stores are primarily located in Minnesota and Wisconsin and sell gasoline, merchandise and, in some locations, diesel fuel. There is a wide range of merchandise sold at the stores including prepared foods, beverages and non-food items. The merchandise sold includes a significant number of proprietary items. NTB prepares and distributes food products under the SuperMom’s brand primarily to SuperAmerica branded retail outlets. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for the periods reported 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 of NTE LP at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s 2015 Annual Report on Form 10-K. |
Summary of Principal Accounting
Summary of Principal Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Principal Accounting Policies | SUMMARY OF PRINCIPAL ACCOUNTING POLICIES The significant accounting policies set forth in Note 2 to the consolidated financial statements in the Company's 2015 Annual Report on Form 10-K, appropriately represent, in all material respects, the current status of accounting policies and are incorporated herein by reference. Principles of Consolidation NTE LP is a Delaware limited partnership which consolidates all accounts of NTE LLC and its subsidiaries, including SPPR, NTRH and NTOT. All intercompany accounts have been eliminated in these condensed consolidated financial statements. The Company’s common equity interest in MPL is accounted for using the equity method of accounting. Equity income from MPL represents the Company’s proportionate share of net income available to common equity owners generated by MPL. The equity method investment is assessed for impairment whenever changes in facts or circumstances indicate a loss in value has occurred. When the loss is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value, and the amount of the write-down is included in operating income. See Note 6 for further information on the Company’s equity method investment. MPLI owns all of the preferred membership units of MPL. This investment in MPLI, which provides the Company no significant influence over MPLI, is accounted for as a cost method investment. The investment in MPLI is carried at a value of $6.8 million at both March 31, 2016 and December 31, 2015 , and is included in other noncurrent assets within the condensed consolidated balance sheets. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. Operating Segments The Company has two reportable operating segments; Refining and Retail (see Note 18 for further information on the Company’s operating segments). The Refining and Retail operating segments consist of the following: • Refining – operates the St. Paul Park, Minnesota refinery, terminal and related assets, NTOT and includes the Company’s interest in MPL and MPLI, and • Retail – comprised of 169 Company operated convenience stores and 114 franchisee operated convenience stores as of March 31, 2016 , primarily in Minnesota and Wisconsin. The retail segment also includes the operation of NTB. Inventories Crude oil, refined product and other feedstock and blendstock inventories are carried at the lower of cost or market ("LCM"). Cost is determined principally under the last-in, first-out (“LIFO”) valuation method to reflect a better matching of costs and revenues for refining inventories. Costs include both direct and indirect expenditures incurred in bringing an item or product to its existing condition and location. Ending inventory costs in excess of market value are written down to net realizable market values and charged to cost of sales in the period recorded. In subsequent periods, a new LCM determination is made based upon current circumstances relative to, and not to exceed, the original LCM reserve that was established in fourth quarter 2014. The Company has LIFO pools for crude oil and other feedstocks and for refined products in its Refining segment and a LIFO pool for refined products inventory held by the retail stores in its Retail segment. Retail merchandise inventory is valued using the average cost method. Property, Plant and Equipment Property, plant and equipment is recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. Such assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. When property, plant and equipment depreciated on an individual basis is sold or otherwise disposed of, any gains or losses are reported in the condensed consolidated statements of operations and comprehensive income. Gains on the disposal of property, plant and equipment are recognized when earned, which is generally at the time of sale. If a loss on disposal is expected, such losses are generally recognized when the assets are classified as held for sale. Expenditures for routine maintenance and repair costs are expensed when incurred. Refinery process units require periodic major maintenance and repairs that are commonly referred to as “turnarounds.” Turnaround cycles vary from unit to unit but can be as short as one year for catalyst changes to as long as six years. Turnaround costs are expensed as incurred. Derivative Financial Instruments The Company is exposed to earnings and cash flow volatility due to fluctuations in crude oil, refined products, and natural gas prices. The timing of certain commodity purchases and sales also subject the Company to earnings and cash flow volatility. To manage these risks, the Company may use derivative instruments associated with the purchase or sale of crude oil, refined products, and natural gas to hedge volatility in our refining and operating margins. The Company may use futures, options, and swaps contracts to manage price risks associated with inventory quantities above or below target levels. Crack spread and crude differential futures and swaps contracts may also be used to hedge the volatility of refining margins. All derivative instruments, except for those that meet the normal purchases and normal sales exception, are recorded in the condensed consolidated balance sheets at fair value and are classified depending on the maturity date of the underlying contracts. Changes in the fair value of the Company's contracts are accounted for by marking them to market and recognizing any resulting gains or losses in the condensed consolidated statements of operations and comprehensive income. Gains and losses from derivative activity specific to managing price risk on inventory quantities both above and below target levels are included within cost of sales. Derivative gains and losses are reported as operating activities within the condensed consolidated statements of cash flows. The Company enters into crude oil forward contracts to facilitate the supply of crude oil to the refinery. These contracts may qualify for the normal purchases and normal sales exception because the Company physically receives and delivers the crude oil under the contracts and when the Company enters into these contracts, the quantities are expected to be used or sold over a reasonable period of time in the normal course of business. These transactions are reflected in the period that delivery of the crude oil takes place. When forward contracts do not qualify for the normal purchases and sales exception, the contracts are marked to market each period through the settlement date, which is generally no longer than one to three months. Renewable Identification Numbers The Company is subject to obligations to generate or purchase Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuels Standard. The Company's overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the Environmental Protection Agency ("EPA"). To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in accrued liabilities when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in other current assets when the amount of RINs earned and purchased is greater than the RINs liability. In 2010 and 2011, the EPA issued partial waivers with conditions allowing a maximum of 15% ethanol to be used in certain vehicles. Future changes to existing laws and regulations could increase the minimum volumes of renewable fuels that must be blended with refined petroleum fuels. Because the Company does not produce renewable fuels, increasing the volume of renewable fuels that must be blended into its products could displace an increasing volume of the Company's refineries' product pool, potentially resulting in lower earnings and materially adversely affecting our ability to issue dividends to the Company's unitholders. The purchase price for RINs is volatile and may vary significantly from period to period. Historically, the cost of purchased RINs has not had a significant impact upon the Company's operating results. The Company anticipates 2016 will be consistent with this history. Revenue Recognition Revenues are recognized when products are shipped or services are provided to customers, title is transferred, the sales price is fixed or determinable and collectability is reasonably assured. Revenues are recorded net of discounts granted to customers. Shipping and other transportation costs billed to customers are presented on a gross basis in revenues and cost of sales. Nonmonetary product exchanges and certain buy/sell crude oil transactions, which are entered into in contemplation one with another, are included on a net cost basis in cost of sales. The Company also enters into agreements to purchase and sell crude oil to third parties and certain of these activities are recorded on a gross basis. Cost of Sales Cost of sales in the condensed consolidated statements of operations and comprehensive income excludes depreciation and amortization of refinery assets and the direct labor and overhead costs related to the operation of the refinery. These costs are included in the condensed consolidated statements of operations and comprehensive income in the depreciation and amortization and direct operating expenses line items, respectively. Excise Taxes The Company is required by various governmental authorities, including federal and state, to collect and remit taxes on certain products. Such taxes are presented on a gross basis in revenue and cost of sales in the condensed consolidated statements of operations and comprehensive income. These taxes totaled $107.0 million and $96.0 million for the three months ended March 31, 2016 and 2015 , respectively. Accounting Developments In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The 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. In August 2014, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU 2014-09. This guidance will now be effective for the Company's financial statements in the annual period beginning after December 15, 2017. The Company is evaluating the effect of adopting this new accounting guidance and does not expect adoption will have a material impact on NTE's results of operations, cash flows or financial position. In February 2016, the FASB issued ASU No. 2016-02 “Leases,” which replaces the existing guidance in Accounting Standards Codification (“ASC”) 840. This new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. The guidance requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (ROU) asset and a corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-04 "Liabilities – Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products," which aligns recognition of the financial liabilities related to prepaid stored-value products (for example, prepaid gift cards), with Topic 606, Revenues from Contracts with Customers, for non-financial liabilities. In general, certain of these liabilities may be extinguished proportionally in earnings as redemptions occur, or when redemption is remote if issuers are not entitled to the unredeemed stored value. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted subject to certain requirements. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-06 "Derivatives and Hedging (Topic 815) – Contingent Put and Call Options in Debt Instruments" which will reduce diversity of practice in identifying embedded derivatives in debt instruments. ASU 2016-06 clarifies that 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. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of ASU 2014-09. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-09 "Compensation – Stock Compensation," which identifies areas for simplification involving several aspects of accounting for equity-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. 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. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS As of March 31, 2016 , Western Refining owned 35,622,500 common units, or 38.3% , of NTE LP as well as 100% of NT InterHoldCo LLC, which owned 100% of NTE GP, the general partner of NTE LP. On December 21, 2015 , Western Refining and NTE LP announced that they had entered into the Merger Agreement with MergerCo and NTE GP whereby Western Refining will acquire all of NTE LP's outstanding common units not already owned by Western Refining (see Note 19 ). The Company has engaged in several types of transactions with Western Refining including crude and feedstock purchases, asphalt purchases, finished product purchases and railcar leases. Additionally, the Company is party to a shared services agreement with Western Refining and Western Refining Logistics, LP whereby the Company both receives and provides administrative support services. The shared services agreement was entered into with Western Refining as of September 1, 2014, and was approved by the Conflicts Committee of the board of directors of NTE GP. On May 4, 2015, Western Refining Logistics, LP joined as a party to this agreement. The services covered by the shared services agreement include assistance with treasury, risk management and commercial operations, environmental compliance, information technology support, internal audit and legal. MPL is also a related party of the Company. Prior to September 30, 2014, the Company had a crude oil supply and logistics agreement with a third party and therefore had no direct supply transactions with MPL prior to that date. Beginning on September 30, 2014, the Company began paying MPL for transportation services at published tariff rates. Additionally, the Company owns a 17% interest in MPL (see Note 6 ) and generally receives quarterly cash distributions related to this investment. The Company engaged in the following related party transactions with unconsolidated affiliates for the three months ended March 31, 2016 and 2015 : Three Months Ended (in millions) Location in Statement of Operations and Comprehensive Income March 31, 2016 March 31, 2015 Western Refining: Asphalt sales Revenue $ 8.7 $ 12.3 Railcar rental Revenue 0.1 — Shared services purchases Selling, general and administrative expenses 0.8 0.7 Minnesota Pipe Line Company: Pipeline transportation purchases Cost of sales 14.0 12.7 The Company had the following outstanding receivables and payables with non-consolidated related parties at March 31, 2016 and December 31, 2015 : (in millions) Balance Sheet Location March 31, 2016 December 31, 2015 Net receivable (payable) with related party: Western Refining Accounts receivable, net $ 1.6 $ 2.8 Minnesota Pipe Line Company Accounts payable 2.4 2.7 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES NTE LP is treated as a partnership for federal and state income tax purposes. However, NTRH, the parent company of NTR and NTB, is taxed as a corporation for federal and state income tax purposes. No provision for income tax is calculated on the earnings of the Company or its subsidiaries, other than NTRH, as these entities are pass-through entities for tax purposes. The Company’s effective tax rate for the three months ended March 31, 2016 and 2015 was 3.9% and 0.7% , respectively. For the three months ended March 31, 2016 and 2015 , the Company's consolidated federal and state expected statutory tax rates were 40.8% and 40.5% , respectively. The Company's effective tax rate for the three months ended March 31, 2016 and 2015 was lower than the statutory rate primarily due to the fact that only the retail operations of the Company are taxable entities. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES March 31, December 31, (in millions) 2016 2015 Crude oil and refinery feedstocks $ 174.4 $ 171.8 Refined products 179.1 162.0 Merchandise 22.3 22.8 Supplies and sundry items 21.3 19.0 397.1 375.6 Lower of cost or market inventory reserve (123.4 ) (134.4 ) Total $ 273.7 $ 241.2 Inventories accounted for under the LIFO method comprised 89% of the total inventory value at both March 31, 2016 and December 31, 2015 , prior to the application of the lower of cost or market reserve. In order to state the Company's inventories at market values that were lower than its LIFO costs, the Company reduced the carrying values of its inventory through LCM reserves of $123.4 million and $134.4 million , at March 31, 2016 and December 31, 2015 , respectively. |
Equity Method Investment
Equity Method Investment | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | EQUITY METHOD INVESTMENT The Company has a 17% common equity interest in MPL. The carrying value of this equity method investment was $87.6 million and $82.1 million at March 31, 2016 and December 31, 2015 , respectively. As of both March 31, 2016 and December 31, 2015 , the carrying amount of the equity method investment was $5.9 million higher than the underlying net assets of the investee, respectively. The Company is amortizing this difference over the remaining life of MPL’s primary asset (the fixed asset life of the pipeline). The Company recorded no distributions from MPL for the three months ended March 31, 2016 and $3.7 million in declared but unpaid distributions from MPL for the three months ended March 31, 2015 . Equity income from MPL was $5.5 million and $3.6 million for the three months ended March 31, 2016 and 2015 , respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Major classes of property, plant and equipment (“PP&E”) consisted of the following: Estimated March 31, December 31, (in millions) Useful Lives 2016 2015 Land $ 9.4 $ 9.0 Retail stores and equipment 2 - 22 years 77.6 72.3 Refinery and equipment 5 - 24 years 458.2 457.2 Buildings and building improvements 25 years 11.7 11.7 Software 5 years 18.9 18.9 Vehicles 5 years 5.8 5.6 Other equipment 2 - 7 years 10.5 10.4 Precious metals 10.2 10.2 Assets under construction 95.1 73.3 697.4 668.6 Less: Accumulated depreciation (191.8 ) (180.8 ) Property, plant and equipment, net $ 505.6 $ 487.8 PP&E includes gross assets acquired under capital leases of $13.6 million and $13.3 million at March 31, 2016 and December 31, 2015 , respectively, with related accumulated depreciation of $2.2 million and $2.0 million , respectively. The Company had depreciation expense related to capitalized software of $0.9 million for both the three months ended March 31, 2016 and 2015 . The Company capitalized $1.3 million and zero of interest expense related to capital projects within the refining segment for the three months ended March 31, 2016 and 2015 , respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Intangible assets are comprised of franchise rights and trade names amounting to $33.8 million at both March 31, 2016 and December 31, 2015 . At both March 31, 2016 and December 31, 2015 , the franchise rights and trade name intangible asset values were $12.4 million and $21.4 million , respectively. These assets have an indefinite life and are not amortized, but rather are tested for impairment annually or when events or changes in circumstances indicate that the fair value of the intangible asset has been reduced below carrying value. Based on the testing performed as of June 30, 2015, the Company noted no indications of impairment. |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DERIVATIVES The Company is exposed to market risks related to the volatility in the price of crude oil, refined products (primarily gasoline and distillate), and natural gas used in its operations. To reduce the impact of price volatility on its results of operations and cash flows, the Company uses commodity derivative instruments, including forwards, futures, swaps, and options. The Company uses the futures markets for the available liquidity, which provides greater flexibility in transacting in these instruments. The Company uses swaps primarily to manage its price and margin exposure. The positions in commodity derivative instruments are monitored and managed on a daily basis by a risk control group to ensure compliance with the Company's stated commercial risk management policy. The Company considers these transactions economic hedges of market risk but has elected not to designate these instruments as hedges for financial reporting purposes. The Company recognizes all derivative instruments, except for those that qualify for the normal purchase and normal sales exception, as either assets or liabilities at fair value on the condensed consolidated balance sheets and any related net gain or loss is recorded as a gain or loss in the condensed consolidated statements of operations and comprehensive income. Observable quoted prices for similar assets or liabilities in active markets (Level 2 as described in Note 12 ) are considered to determine the fair values for the purpose of marking to market the derivative instruments at each period end. Risk Management Activities by Type of Risk The Company periodically uses futures and swaps contracts to manage price risks associated with inventory quantities both above and below target levels. The Company also periodically uses crack spread and crude differential futures and swaps contracts to manage refining margins. Under the Company's risk mitigation strategy, it may buy or sell an amount equal to a fixed price times a certain number of barrels, and to buy or sell in return an amount equal to a specified variable price times the same amount of barrels. Physical volumes are not exchanged and these contracts are net settled with cash. The objective of the Company's economic hedges pertaining to crude oil and refined products is to hedge price volatility in certain refining inventories and firm commitments to purchase crude oil inventories. The level of activity for the Company's economic hedges is based on the level of operating inventories, and generally represents the amount by which inventories differ from established target inventory levels. The objective of the Company's economic hedges pertaining to natural gas is to lock in the price for a portion of the Company's forecasted natural gas requirements at existing market prices that are deemed favorable. At March 31, 2016 and December 31, 2015 , the Company had open commodity derivative instruments as follows: March 31, 2016 December 31, 2015 Crude oil and refined products (thousands of barrels): Futures - long — 90 Futures - short 1,643 933 Swaps - long 7,017 5,155 Swaps - short 75 525 Forwards - long 5,282 4,445 Forwards - short 3,214 2,572 Natural gas (thousands of MMBTUs): Swaps 1,148 1,554 The information below presents the notional volume of outstanding contracts by type of instrument and year of maturity at March 31, 2016 : Notional Contract Volumes by Year of Maturity 2016 2017 Crude oil and refined products (thousands of barrels): Futures - short 1,643 — Swaps - long 5,099 1,918 Swaps - short 75 — Forwards - long 5,282 — Forwards - short 3,214 — Natural gas (thousands of MMBTUs): Swaps 1,148 — Fair Value of Derivative Instruments The following tables provide information about the fair values of the Company's derivative instruments as of March 31, 2016 and December 31, 2015 and the line items in the condensed consolidated balance sheets in which the fair values are reflected. See Note 12 for additional information related to the fair values of derivative instruments. The Company is required to post margin collateral with a counterparty in support of our hedging activities. Funds posted as collateral were $6.7 million and $6.0 million as of March 31, 2016 and December 31, 2015 . The margin collateral posted is required by counterparties and cannot be offset against the fair value of open contracts except in the event of default. The Company nets fair value amounts recognized for multiple similar derivative contracts executed with the same counterparty under master netting arrangements, including cash collateral assets and obligations. The tables below, however, are presented on a gross asset and gross liability basis. March 31, 2016 (in millions) Balance Sheet Location Assets Liabilities Commodity instruments: Swaps Other current assets $ 0.2 $ 0.9 Swaps Accrued liabilities 0.6 6.8 Swaps Other assets 1.0 0.9 Futures Other current assets 2.3 0.1 Forwards Other current assets 4.1 — Forwards Accrued liabilities — 3.3 Total $ 8.2 $ 12.0 December 31, 2015 (in millions) Balance Sheet Location Assets Liabilities Commodity instruments: Swaps Accrued liabilities $ — $ 7.9 Futures Other current assets 0.4 — Forwards Other current assets 1.5 — Forwards Accrued liabilities — 1.5 Total $ 1.9 $ 9.4 Effect of Hedging Instruments on Income All derivative contracts are marked to market at period end and the resulting gains and losses are recognized in earnings. The following tables provide information about the gain or loss recognized in income on the Company's derivative instruments and the line items in the financial statements in which such gains and losses are reflected. Recognized gains and losses on derivatives were as follows: Three Months Ended (in millions) March 31, 2016 March 31, 2015 Gain (loss) on the change in fair value of outstanding derivatives $ 3.7 $ 1.1 Settled derivative gains (losses) (4.4 ) 0.1 Total recognized gain (loss) $ (0.7 ) $ 1.2 Gain (loss) recognized in cost of sales $ (0.1 ) $ 1.4 Gain (loss) recognized in operating expenses (0.6 ) (0.2 ) Total recognized net gain (loss) on derivatives $ (0.7 ) $ 1.2 Market and Counterparty Risk The Company is exposed to credit risk in the event of nonperformance by counterparties on its risk mitigating arrangements. The counterparties are large financial institutions with long-term credit ratings of at least BBB+ by Standard and Poor’s and A3 by Moody’s. In the event of default, the Company may be subject to losses on a derivative instrument’s mark-to-market gains. The Company does not expect nonperformance of the counterparties involved in its risk mitigation arrangements. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT ABL Facility On September 29, 2014, NTE LLC and its subsidiaries entered into an amended and restated asset-based ABL Facility with JPMorgan Chase Bank, N.A., as administrative agent for the lenders and as collateral agent for the other secured parties (the "ABL Facility"). The borrowers under the ABL Facility are SPPR, NTB, NTR and SAF, each of which is a wholly owned subsidiary of NTE LLC. Lenders under the ABL Facility hold commitments totaling $500 million , which is subject to a borrowing base comprised of eligible accounts receivable and inventory. The ABL Facility matures on September 29, 2019. Borrowings under the ABL Facility can be either base rate loans plus a margin ranging from 0.50% to 1.00% or LIBOR loans plus a margin ranging from 1.50% to 2.00% , subject to adjustment based upon the average historical excess availability. The ABL Facility also provides for a quarterly commitment fee ranging from 0.25% to 0.375% per annum, subject to adjustment based upon the average utilization ratio, and letter of credit fees ranging from 1.50% to 2.00% per annum payable quarterly, subject to adjustment based upon the average historical excess availability. The ABL Facility may be used for general corporate purposes, including to fund working capital needs and letter of credit requirements. The Company incurred financing costs associated with the new ABL Facility of $3.0 million which will be amortized to Interest expense, net through the date of maturity. The ABL Facility is guaranteed, on a joint and several basis, by NTE LLC and its subsidiaries and will be guaranteed by any newly acquired or formed subsidiaries, subject to certain limited exceptions. The ABL Facility and such guarantees are secured on a first priority basis by substantially all of NTE LLC's and such subsidiaries’ cash and cash equivalents, accounts receivable and inventory and on a second priority basis by NTE LLC's and such subsidiaries’ fixed assets (other than real property). The ABL Facility contains certain covenants, including but not limited to limitations on debt, liens, investments, and dividends as well as the maintenance of a minimum fixed charge coverage ratio in certain circumstances. As of March 31, 2016 , the borrowing base under the ABL Facility was $186.6 million and availability under the ABL Facility was $134.7 million (which is net of $29.4 million outstanding letters of credit and $22.5 million in direct borrowings). The borrowers under the ABL Facility had $22.5 million borrowings under the ABL Facility at March 31, 2016 , located in Long-term debt on the condensed consolidated balance sheet. 2020 Secured Notes As of March 31, 2016 and December 31, 2015 , the Company had $350.0 million of outstanding aggregate principal of our 7.125% senior secured notes due 2020 (the “2020 Secured Notes”). A portion of these notes were issued with an offering premium of $4.2 million , which is being amortized to Interest expense, net over the remaining term of the notes. Additionally, professional service costs were incurred in both the issuance of the 2020 Secured Notes and the establishment of the ABL Facility which are presented within Long-term debt in the condensed consolidated balance sheets. The carrying value of these costs at March 31, 2016 and December 31, 2015 was $10.9 million and $11.6 million , respectively. The 2020 Secured Notes are guaranteed, jointly and severally, on a senior secured basis by all of the Company’s existing and future 100% direct and indirect subsidiaries on a full and unconditional basis; however, there are certain obligations not guaranteed on a full and unconditional basis as a result of subsidiaries being released as guarantors. A subsidiary guarantee can be released under customary circumstances, including (a) the sale of the subsidiary, (b) the subsidiary being declared “unrestricted,” (c) the legal or covenant defeasance or satisfaction and discharge of the indenture, or (d) liquidation or dissolution of the subsidiary. Separate condensed consolidated financial information is not included as the guarantor company, NTE LP, does not have independent assets or operations. The 2020 Secured Notes and the subsidiary note guarantees are secured on a pari passu basis with certain hedging agreements by a first-priority security interest in substantially all present and hereinafter acquired tangible and intangible assets of NTE LLC and each of the subsidiary guarantors and by a second-priority security interest in the inventory, accounts receivable, investment property, general intangibles, deposit accounts and cash and cash equivalents collateralized by a $500 million secured asset-based ABL Facility with a maturity date of September 29, 2019 . Additionally, the 2020 Secured Notes are fully and unconditionally guaranteed on a senior unsecured basis by NTE LP. NTE LP's creditors have no recourse to the assets of Western Refining and its subsidiaries. Western Refining's creditors have no recourse to the assets of NTE LP and its subsidiaries. The Company is required to make interest payments on May 15 and November 15 of each year, which commenced on May 15, 2013. There are no scheduled principal payments required prior to the 2020 Secured Notes maturing on November 15, 2020. The outstanding $350.0 million in 2020 Secured Notes are registered with SEC through two separate registrations occurring in October 2013 and January 2015. At any time prior to the maturity date of the notes, the Company may, at its option, redeem all or any portion of the notes for the outstanding principal amount plus unpaid interest and a make-whole premium as defined in the indenture. If the Company experiences a change in control or makes certain asset dispositions, as defined under the indenture, the Company may be required to repurchase all or part of the notes plus unpaid interest and, in certain cases, pay a redemption premium. The 2020 Secured Notes contain certain covenants that, among other things, limit the ability, subject to certain exceptions, of the Company to incur additional debt or issue preferred equity interests, to purchase, redeem or otherwise acquire or retire its equity interests, to make certain investments, loans and advances, to sell, lease or transfer any of its property or assets, to merge, consolidate, lease or sell substantially all of the Company’s assets, to suffer a change of control or to enter into new lines of business. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Equity | EQUITY Western Refining indirectly owns 100% of Northern Tier Energy GP LLC and 35,622,500 common units, or 38.3% , of NTE LP. The balance of the limited partner units remain publicly traded. Proposed Merger with Western Refining On December 21, 2015, NTE LP and NTE GP entered into the Merger Agreement with Western Refining and MergerCo pursuant to which Western Refining will acquire all of Northern Tier's outstanding common units not already held by Western Refining. Each of the outstanding Northern Tier common units held by the NTI Public Unitholders will be converted into the right to receive, subject to election by the NTI Public Unitholders and proration, (i) $15.00 in cash without interest and 0.2986 of a share of Western Refining common stock; or (ii) $26.06 in cash without interest; or (iii) 0.7036 of a share of Western Refining common stock. The election will be subject to proration to ensure that the aggregate cash paid and Western Refining common stock issued in the Merger will equal the total amount of cash and number of shares of Western Refining common stock that would have been paid and delivered if all NTI Public Unitholders received $15.00 in cash and 0.2986 of a share of Western Refining common stock per Northern Tier common unit. The Merger is expected to close in the second quarter of 2016, pending the satisfaction of certain customary conditions and the approval of the Merger and other matters at a special meeting of NTI unitholders by the affirmative vote of holders, as of May 19, 2016, the record date for the special meeting of a majority of the outstanding Northern Tier common units (including the Northern Tier common units held by Western Refining). The transaction is expected to result in approximately 17.2 million additional shares of Western Refining common stock outstanding. Upon completion of the transaction, NTI will continue to exist as a limited partnership and will become a wholly-owned limited partnership subsidiary of Western Refining (see Note 19 ). Distribution Policy The Company generally expects within 60 days after the end of each quarter to make distributions, if any, to unitholders of record as of the applicable record date. The board of directors of the Company's general partner adopted a policy pursuant to which distributions for each quarter, if any, will equal the amount of available cash the Company generates in such quarter, if any. Distributions on the Company's units will be in cash. Available cash for each quarter, if any, will be determined by the board of directors of the Company's general partner following the end of such quarter. Distributions are expected to be based on the amount of available cash generated in such quarter. Available cash for each quarter will generally equal the Company's cash flow from operations for the quarter, excluding working capital changes, less cash required for maintenance and regulatory capital expenditures, reimbursement of expenses incurred by the Company's general partner and its affiliates, debt service and other contractual obligations and reserves for future operating or capital needs that the board of directors of our general partner deems necessary or appropriate, including reserves for turnaround and related expenses, working capital, and organic growth projects. Such a decision by the board of directors may have an adverse impact on the available cash in the quarter(s) in which the reserves are withheld and a corresponding mitigating impact on the future quarter(s) in which the reserves are utilized. Actual turnaround and related expenses and capital expenditures for organic growth projects will be funded with cash reserves or borrowings under the ABL Facility. The Company may also choose to fund organic growth via issuance of debt or equity securities or borrowings under the ABL Facility. The Company does not intend to maintain excess distribution coverage or reserve cash for the purpose of maintaining stability or growth in our quarterly distribution. The Company does not intend to incur debt to pay quarterly distributions. The Company expects to finance substantially all of its external growth, either by issuances of debt or equity securities, or through borrowings under the ABL Facility. Because Northern Tier's policy will be to distribute an amount equal to the available cash, if any, generated each quarter, unitholders will have direct exposure to fluctuations in the amount of cash generated by the Company's business. The amount of quarterly distributions, if any, will vary based on operating cash flow during such quarter. As a result, quarterly distributions, if any, will not be stable and will vary from quarter to quarter as a direct result of variations in, among other factors, (i) operating performance, (ii) cash flows caused by, among other things, fluctuations in the prices of crude oil and other feedstocks and the prices received for finished products, (iii) working capital requirements, including inventory fluctuations, (iv) maintenance and regulatory capital expenditures, (v) organic growth capital expenditures less any amounts Northern Tier may choose to fund with borrowings from the ABL Facility or by issuance of debt or equity securities and (vi) cash reserves deemed necessary or appropriate by the board of directors of our general partner, including amounts to replenish unfunded reserves from the calculation of first quarter 2016 cash available for distribution. Such variations in the amount of the quarterly distributions may be significant. Unlike most publicly traded partnerships, Northern Tier does not have a minimum quarterly distribution or employ structures intended to consistently maintain or increase distributions over time. The board of directors of Northern Tier's general partner may change the foregoing distribution policy at any time. The Company's partnership agreement does not require the payment of distributions to Northern Tier unitholders on a quarterly or other basis. The following table details the quarterly distributions paid to common unitholders for each of the quarters in the year ended December 31, 2015 and the three months ended March 31, 2016 : Date Declared Date Paid Common Units and equivalents at record date (in millions) Distribution per common unit and equivalent Total Distribution (in millions) 2015 Distributions: February 5, 2015 February 27, 2015 93.7 $ 0.49 $ 45.9 May 5, 2015 May 29, 2015 93.7 1.08 100.8 August 4, 2015 August 28, 2015 93.7 1.19 111.3 November 3, 2015 November 25, 2015 93.7 1.04 97.3 Total distributions paid during 2015 $ 3.80 $ 355.3 2016 Distributions: February 3, 2016 February 19, 2016 94.2 $ 0.38 $ 36.1 Total distributions paid during 2016 $ 0.38 $ 36.1 Cash available for distribution for the three months ended March 31, 2016 , calculated in accordance with the Company's distribution policy, resulted in a deficit of $11.5 million . As a result, the board of directors of NTE GP did not approve a quarterly distribution for this period. Consistent with the Company’s distribution policy, cash distributions with respect to the second quarter of 2016, if any, would normally be declared and paid in August 2016. However, pursuant to the terms of the Merger Agreement, with respect to the quarter in which the closing date of the Merger (the “Closing Date”) occurs, which is currently expected to be the second quarter of 2016, assuming all closing conditions are satisfied, the Company will, to the extent it generates available cash in such quarter, make a prorated quarterly distribution to unitholders of record as of immediately prior to the effective time of the Merger (the “Effective Time”) of any such available cash if the record date for the Western Refining quarterly cash dividend to be paid in that quarter occurs before the Closing Date. Accordingly, in the quarter that the Closing Date occurs, Northern Tier common unitholders who receive Western Refining common stock in the Merger will receive (i) a Northern Tier cash distribution in respect of the previous quarter, to the extent Northern Tier generates available cash in such quarter, and (ii) either a Northern Tier prorated cash distribution in respect of available cash generated by Northern Tier in the quarter in which the Closing Date occurs or (assuming such unitholders continue to hold the shares of Western Refining common stock received in the Merger through the record date for such Western Refining dividend) the Western Refining quarterly cash dividend payable in the quarter in which the Closing Date occurs. The amount of any distribution will not have any effect on the merger consideration to be received by the Company’s unitholders. Changes in Partners' Equity (in millions) Partners' Capital Accumulated Other Comprehensive Income Total Partners' Equity Balance at December 31, 2015 $ 392.9 $ 0.2 $ 393.1 Net income 14.7 — 14.7 Distributions (36.1 ) — (36.1 ) Equity-based compensation expense 4.6 — 4.6 Balance at March 31, 2016 $ 376.1 $ 0.2 $ 376.3 During the three months ended March 31, 2016 , the Company's common units issued and outstanding increased by 237,335 , which was primarily attributable to the conversion of phantom units into common units upon vesting (see Note 14 ). Earnings per Unit The following table illustrates the computation of basic and diluted earnings per unit for the three months ended March 31, 2016 and 2015 . The Company has outstanding restricted common units, phantom common units, and dividend equivalent rights under its 2012 Long-Term Incentive Plan ("LTIP") (see Note 14 ) that participate in distributions. Additionally, distributions paid on many of the restricted common units are non-forfeitable, which requires the Company to calculate earnings per unit under the two-class method. Under this method, distributed earnings and undistributed earnings are allocated between unrestricted common units and restricted common units. The Company applies the treasury stock method to determine the dilutive impact of the outstanding phantom common units. Three Months Ended (in millions, except unit and per-unit data) March 31, 2016 March 31, 2015 Net income available to common unitholders $ 14.7 $ 111.2 Less: income allocated to participating securities — (0.3 ) Net income attributable to unrestricted common units $ 14.7 $ 110.9 Weighted average unrestricted common units - basic 92,850,830 92,459,063 Plus: dilutive potential common securities 236,567 142,129 Weighted average unrestricted common units - diluted 93,087,397 92,601,192 Basic earnings per unit $ 0.16 $ 1.20 Diluted earnings per unit $ 0.16 $ 1.20 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS As defined in GAAP, fair value is the price that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP describes three approaches to measuring the fair value of assets and liabilities: the market approach, the income approach and the cost approach, each of which includes multiple valuation techniques. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to measure fair value by converting future amounts, such as cash flows or earnings, into a single present value amount using current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace the service capacity of an asset. This is often referred to as current replacement cost. The cost approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence. Accounting guidance does not prescribe which valuation technique should be used when measuring fair value and does not prioritize among the techniques. Accounting guidance establishes a fair value hierarchy that prioritizes the inputs used in applying the various valuation techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the fair value hierarchy while Level 3 inputs are given the lowest priority. The three levels of the fair value hierarchy are as follows: • Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. • Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses a market or income approach for recurring fair value measurements and endeavors to use the best information available. Accordingly, valuation techniques that maximize the use of observable inputs are favored. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. The Company’s current asset and liability accounts contain certain financial instruments, the most significant of which are trade accounts receivables and trade payables. The Company believes the carrying values of its current assets and liabilities approximate fair value. The Company’s fair value assessment incorporates a variety of considerations, including the short-term duration of the instruments, the Company’s historical incurrence of insignificant bad debt expense and the Company’s expectation of future insignificant bad debt expense, which includes an evaluation of counterparty credit risk. The following table provides the assets and liabilities carried at fair value measured on a recurring basis at March 31, 2016 and December 31, 2015 : Balance at Quoted prices in active markets Significant other observable inputs Unobservable inputs (in millions) March 31, 2016 (Level 1) (Level 2) (Level 3) ASSETS Cash and cash equivalents $ 35.0 $ 35.0 $ — $ — Other current assets Derivative asset - current 5.6 — 5.6 — Other assets Derivative asset - long-term 0.1 — 0.1 — $ 40.7 $ 35.0 $ 5.7 $ — LIABILITIES Accrued liabilities Derivative liability - current $ 9.5 $ — $ 9.5 $ — $ 9.5 $ — $ 9.5 $ — Balance at Quoted prices in active markets Significant other observable inputs Unobservable inputs (in millions) December 31, 2015 (Level 1) (Level 2) (Level 3) ASSETS Cash and cash equivalents $ 70.9 $ 70.9 $ — $ — Other current assets Derivative asset - current 1.9 — 1.9 — $ 72.8 $ 70.9 $ 1.9 $ — LIABILITIES Accrued liabilities Derivative liability - current $ 9.4 $ — $ 9.4 $ — $ 9.4 $ — $ 9.4 $ — As of both March 31, 2016 and December 31, 2015 , the Company had no Level 3 fair value assets or liabilities. The Company’s policy is to recognize transfers in and transfers out as of the actual date of the event or of the change in circumstances that caused the transfer. For the three months ended March 31, 2016 and 2015 , there were no transfers in or out of Levels 1, 2 or 3. Assets not recorded at fair value on a recurring basis, such as property, plant and equipment, intangible assets and cost method investments, are recognized at fair value when they are impaired. During the three months ended March 31, 2016 and 2015 , there were no impairments of such assets. The carrying value of debt, which is reported on the Company’s condensed consolidated balance sheets, reflects the cash proceeds received upon issuance, net of subsequent repayments. The fair value of the 2020 Secured Notes disclosed below was determined based on quoted prices in active markets (Level 1). March 31, 2016 December 31, 2015 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2020 Secured Notes $ 342.5 $ 344.8 $ 342.0 $ 360.5 |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | ASSET RETIREMENT OBLIGATIONS The following table summarizes the changes in asset retirement obligations: Three Months Ended (in millions) March 31, 2016 March 31, 2015 Asset retirement obligation balance at beginning of period $ 2.4 $ 2.4 Costs incurred to remediate (0.1 ) (0.2 ) Accretion expense 0.1 0.1 Asset retirement obligation balance at end of period $ 2.4 $ 2.3 |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | EQUITY-BASED COMPENSATION The Company maintains an equity-based compensation plan designed to encourage employees and directors of the Company to achieve superior performance. The current plan is maintained by the general partner of NTE LP and is referred to as the LTIP. The Company recognized equity-based compensation expense of $4.6 million and $2.6 million for the three months ended March 31, 2016 , and 2015 , respectively, related to these plans. This expense is included in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income. LTIP Approximately 6.7 million NTE LP common units are reserved for issuance under the LTIP as of March 31, 2016 . The LTIP permits the award of unit options, restricted units, phantom units, distribution equivalent rights, unit appreciation rights and other awards that derive their value from the market price of NTE LP’s common units. As of March 31, 2016 , approximately 1.5 million units were outstanding under the LTIP. The Company recognizes the expense on all LTIP awards ratably from the grant date until all units become unrestricted or vest. Service-based awards generally vest ratably over a three -year period beginning on the award's first anniversary date and performance-based awards generally vest following the end of the measurement period which, for the performance-based phantom awards, has traditionally been three years after the commencement of the measurement period. Compensation expense related to these restricted units is based on the grant date fair value as determined by the closing market price on the grant date, reduced by the fair value of estimated forfeitures. For awards to employees, the Company estimates a forfeiture rate which is subject to revision depending on the actual forfeiture experience. As of March 31, 2016 , the total unrecognized compensation cost for units awarded under the LTIP was $26.3 million . Restricted Common Units As of March 31, 2016 , the Company had 0.2 million restricted common units outstanding. Upon vesting, these common units will no longer be restricted. All restricted common units participate in distributions on an equal basis with common units and must be paid no later than 30 days after the distribution date to common unitholders. For restricted common unit awards outstanding at March 31, 2016 , the forfeiture rates on LTIP awards ranged from zero to 30% , depending on the employee classification and the length of the award's vesting period. The Company has one restricted common unit award which contains a clause that distributions are to be accrued until the underlying units vest at which time the accrued distributions applicable to those units will be paid to the award holder. The accrued distributions on that award at March 31, 2016 and December 31, 2015 were $0.8 million and $0.7 million , respectively. A summary of the restricted common unit activity is set forth below: Number of Weighted Weighted restricted common units Average Grant Average Term (in thousands) Date Value Until Maturity Nonvested at December 31, 2015 191.5 $ 24.75 1.0 Vested (34.1 ) 26.84 — Nonvested at March 31, 2016 157.4 $ 24.30 0.8 Phantom Common Units Service-based Phantom Common Units In 2014, the Company began awarding service-based phantom common units to certain employees. As of March 31, 2016 , the Company had 0.7 million service-based phantom common units outstanding. Upon vesting, the Company may settle these units in common units or cash, or a combination of both, in the discretion of the board of directors of NTE GP or its Compensation Committee. Like the restricted common units, the phantom common units participate in distributions on an equal basis with common units. However, distributions on phantom common units are accrued until the underlying units vest at which time the distributions are paid in cash. In the event that unvested phantom common units are forfeited or canceled, any accrued distributions on the underlying units are forfeited by the grantee. As of March 31, 2016 and December 31, 2015 , the Company had $1.7 million and $2.5 million , respectively, in accrued service-based phantom common unit distributions included in both accrued liabilities and other liabilities in the condensed consolidated balance sheets. For phantom common unit awards outstanding at March 31, 2016 , the forfeiture rates on LTIP awards ranged from zero to 20% , depending on the employee classification. Performance-based Phantom Common Units As of March 31, 2016 , the Company had 0.7 million outstanding Performance-based Phantom Common Units, or Performance LTIPs, under the LTIP. Assuming a threshold EBITDA is achieved, participants are entitled to an award under the Performance LTIPs based on the Company’s achievement of two criteria compared to the performance peer group selected by the Compensation Committee over the performance period: (a) return on capital employed, referred to as a performance condition, and (b) total unitholder return, referred to as a market condition. The Company accounts for the performance conditions and market conditions in each Performance LTIPs as separate awards. Each of the performance condition awards and market condition awards represent the right to receive common units or cash, or a combination of both, in the discretion of the board of directors of NTE GP or its Compensation Committee at the end of a three -year performance period in an amount ranging from 0% to 200% of the original number of units granted, depending upon the Company’s achievement of the performance conditions and market conditions, respectively. Performance Condition Awards . The 0.7 million Performance LTIPs include 0.3 million performance condition awards. The fair value of performance condition awards is estimated using the market price of the Company's common units on the grant date and management's assessment of the probability of the number of performance condition awards that will ultimately be awarded. The estimated fair value of these performance condition awards is amortized over a three -year vesting period using the straight-line method. On a quarterly basis, the Company estimates the ultimate payout percentage, relative to target, and adjusts compensation expense accordingly. At March 31, 2016 , the Company estimates that a weighted average of 200% of the target unit count will be achieved at the end of the vesting term. Market Condition Awards . The 0.7 million Performance LTIPs include 0.3 million market condition awards. The estimated fair value for market condition awards is estimated using a Monte Carlo simulation model as of the grant date and the related expense is amortized over a three -year vesting period using the straight-line method. The compensation expense relating to the market condition awards are determined at the award's grant date and expensed ratably at a fixed rate over the vesting term. However, for purposes of the Company's earnings per unit calculation (see Note 11 ) and the phantom common unit activity table below, the Company estimates that at March 31, 2016 , a weighted average of 181% of the target unit count will be achieved at the end of the vesting term. Expected volatilities are based on the historical volatility over the most recent three -year period. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of valuation. The assumptions used in the Monte Carlo simulation used to value our market condition awards as of March 31, 2016 are presented below: 2016 Awards 2015 Awards Expected volatility 29.80 % 34.10 % Risk-free interest rate 1.08 % 0.84 % As of March 31, 2016 and December 31, 2015 , the Company had $1.5 million and $1.0 million , respectively, in accrued performance-based phantom common unit distributions included in accrued liabilities in the condensed consolidated balance sheets. A summary of all phantom common unit activity is set forth below: Number of phantom common units Weighted Weighted (in thousands) Average Grant Average Term Service-Based Performance-Based Total Date Value Until Maturity Nonvested at December 31, 2015 581.9 260.7 842.6 $ 24.00 1.5 Awarded 381.0 163.6 544.6 30.27 2.7 Incremental performance units — 231.8 231.8 38.17 2.2 Forfeited (0.5 ) (1.5 ) (2.0 ) 24.01 — Vested (235.5 ) (1.8 ) (237.3 ) 24.05 — Nonvested at March 31, 2016 726.9 652.8 1,379.7 $ 28.90 1.7 |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS Defined Contribution Plans The Company sponsors one qualified defined contribution plan for eligible employees. Eligibility is based upon a minimum age requirement and a minimum level of service. Participants may make contributions of a percentage of their annual compensation subject to Internal Revenue Service limits. In 2016 the Company provides a non-matching contribution of 3.0% of eligible compensation and a matching contribution at the rate of 100% of a participant’s contribution up to 6.0% . Total Company contributions to the Retirement Savings Plans were $2.6 million and $2.2 million for the three months ended March 31, 2016 and 2015 , respectively. Cash Balance Plan The Company sponsors a defined benefit cash balance pension plan (the “Cash Balance Plan”) for eligible employees. Company contributions are made to the cash account of the participants equal to 5.0% of eligible compensation. Participants’ cash accounts also receive interest credits each year based upon the average thirty -year United States Treasury bond rate published in September preceding the respective plan year. Participants become fully-vested in their accounts after three years of service. The net periodic benefit cost related to the Cash Balance Plan for both the three months ended March 31, 2016 and 2015 was $0.6 million , related primarily to current period service costs. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information is as follows: Three Months Ended (in millions) March 31, 2016 March 31, 2015 Net cash from operating activities included: Interest paid $ 0.8 $ 0.6 Noncash investing and financing activities include: Capital expenditures included in accounts payable $ 14.5 $ 2.4 PP&E additions resulting from a capital lease 0.3 — Distributions accrued on unvested equity awards 4.0 3.7 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company is the subject of, or party to, contingencies and commitments involving a variety of matters. Certain of these matters are discussed below. While the results of these commitments and contingencies cannot be predicted with certainty, the Company believes that the final resolution of the foregoing would not, individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial statements as a whole. Legal Matters On February 20, 2015, a customer served a complaint in the United States District Court for the District of Minnesota alleging violations of the Telephone Consumer Protection Act. The plaintiff purports to bring the action also on behalf of others similarly situated and seeks statutory penalties, injunctive relief, and other remedies. The Company is vigorously defending itself. This action is in its preliminary stages. Environmental Matters The Company is subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance. At March 31, 2016 and December 31, 2015 , accruals for remediation and closure obligations totaled $8.5 million and $8.6 million , respectively. Of the $8.5 million and $8.6 million accrued, $2.5 million and $2.6 million are recorded on a discounted basis at March 31, 2016 and December 31, 2015 , respectively. These discounted liabilities are expected to be settled over at least the next 22 years. At March 31, 2016 , the estimated future cash flows to settle these discounted liabilities totaled $3.0 million , and are discounted at a rate of 2.27% . Receivables for recoverable costs from the state, under programs to assist companies in clean-up efforts related to underground storage tanks at retail marketing outlets, and others were $0.1 million and $0.2 million at March 31, 2016 and December 31, 2015 , respectively. Costs associated with environmental remediation are recorded in direct operating expenses in the statement of operations. On June 3, 2014, SPPR was issued a National Pollutant Discharge Elimination Permit/State Disposal System Permit by the Minnesota Pollution Control Agency ("MPCA") relating to its upgraded wastewater treatment plant at its St. Paul Park refinery. This permit required the refinery to conduct additional testing of its remaining lagoon. The testing was completed in the fourth quarter of 2014 and following the Company's review of the test results and additional discussions with the MPCA, the Company plans to close the remaining lagoon. The MPCA accepted the Company's remediation plan in the four quarter of 2015. At both March 31, 2016 and December 31, 2015 , the Company estimates the remaining remediation costs to be approximately $6.0 million , subject to receiving final bids from contractors. In connection with the Company's December 2010 acquisition of the St. Paul Park refinery, among other assets, from Marathon Petroleum Company LP ("Marathon"), the Company entered into an agreement with Marathon which required Marathon to share in the future remediation costs of this Lagoon, should they be required. During the three months ended September 30, 2015, the Company entered into a settlement and release agreement with Marathon and received $3.5 million pursuant to this settlement which was recorded as a reduction of direct operating expenses. Franchise Agreements In the normal course of its business, SAF enters into ten -year license agreements with the operators of franchised SuperAmerica brand retail outlets. These agreements obligate SAF or its affiliates to provide certain services including information technology support, maintenance, credit card processing and signage for specified monthly fees. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company has two reportable operating segments: Refining and Retail. Each of these segments is organized and managed based upon the nature of the products and services they offer. The segment disclosures reflect management’s current organizational structure. • Refining – operates the St. Paul Park, Minnesota refinery, terminal, NTOT and related assets, and includes the Company’s interest in MPL and MPLI, and • Retail – operates 169 convenience stores primarily in Minnesota and Wisconsin. The retail segment also includes the operations of NTB and SAF. Three Months Ended March 31, 2016 (in millions) Refining Retail Other Total Revenues Customer $ 381.6 $ 222.8 $ — $ 604.4 Intersegment 113.7 — — 113.7 Segment revenues 495.3 222.8 — 718.1 Elimination of intersegment revenues — — (113.7 ) (113.7 ) Total revenues $ 495.3 $ 222.8 $ (113.7 ) $ 604.4 Income (loss) from operations $ 28.1 $ 1.7 $ (8.0 ) $ 21.8 Income from equity method investment $ 5.5 $ — $ — $ 5.5 Depreciation and amortization $ 9.0 $ 2.2 $ 0.1 $ 11.3 Capital expenditures $ 26.4 $ 1.5 $ — $ 27.9 Three Months Ended March 31, 2015 (in millions) Refining Retail Other Total Revenues Customer $ 545.1 $ 248.7 $ — $ 793.8 Intersegment 144.5 — — 144.5 Segment revenues 689.6 248.7 — 938.3 Elimination of intersegment revenues — — (144.5 ) (144.5 ) Total revenues $ 689.6 $ 248.7 $ (144.5 ) $ 793.8 Income (loss) from operations $ 123.1 $ 2.7 $ (6.3 ) $ 119.5 Income from equity method investment $ 3.6 $ — $ — $ 3.6 Depreciation and amortization $ 8.7 $ 1.8 $ 0.3 $ 10.8 Capital expenditures $ 4.6 $ 1.9 $ 0.1 $ 6.6 Intersegment sales from the refining segment to the retail segment consist primarily of sales of refined products which are recorded based on contractual prices that are market-based. Revenues from external customers are nearly all in the United States. Total assets by segment were as follows: (in millions) Refining Retail Other Total At March 31, 2016 $ 970.0 $ 135.4 $ 44.0 $ 1,149.4 At December 31, 2015 $ 917.4 $ 138.7 $ 81.2 $ 1,137.3 Total assets for the refining and retail segments exclude all intercompany balances. All cash and cash equivalents are included in Other. All property, plant and equipment are located in the United States. |
Proposed Merger Transaction
Proposed Merger Transaction | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Proposed Merger Transaction | PROPOSED MERGER TRANSACTION On December 21, 2015 , NTI entered into the Merger Agreement, by and among Western Refining MergerCo, NTI and NTE GP. Upon the terms and subject to the conditions set forth in the Merger Agreement, MergerCo will merge with and into NTI, the separate limited liability company existence of MergerCo will cease and NTI will continue to exist as a limited partnership under Delaware law as the surviving entity in the Merger. NT InterHoldCo owns 100% of the membership interests in NTE GP and approximately 38.3% of NTI’s outstanding common units representing limited partner interests in NTI (“NTI Common Units”). NT InterHoldCo also owns 100% of the membership interests in Western Acquisition Holdings, LLC, a Delaware limited liability company and holder of 100% of the membership interests in MergerCo (“MergerCo HoldCo”). Following the Merger, NTE GP will remain the sole general partner of NTI, the NTI Common Units held by Western Refining and its subsidiaries will be unchanged and remain issued and outstanding, and, by virtue of the Merger, all of the membership interests in MergerCo will automatically be converted into the number of NTI Common Units (excluding any NTI Common Units held by Western Refining and its subsidiaries) issued and outstanding immediately prior to the Effective Time. Consequently, NT InterHoldCo and its wholly-owned subsidiary, MergerCo HoldCo, will become the sole limited partners of NTI. At the Effective Time, each of the outstanding NTI Common Units held by the NTI Public Unitholders will be converted into the right to receive, subject to election by the NTI Public Unitholders and proration, (i) $15.00 in cash without interest and 0.2986 of a share of Western Refining’s common stock, par value $0.01 per share (“Western Refining Common Stock”) (the “Standard Mix of Consideration”), (ii) $26.06 in cash without interest (the “Cash Election”), or (iii) 0.7036 of a share of Western Common Stock (the “Stock Election”). The Cash and Stock Elections will be subject to proration to ensure that the total amount of cash paid and the total number of shares of Western Refining Common Stock issued and delivered (which may include shares of Western Refining Common Stock held in treasury by Western Refining and reissued) in the Merger to NTI Public Unitholders as a whole are equal to the total amount of cash and number of shares of Western Refining Common Stock that would have been paid and issued if all NTI Public Unitholders received the Standard Mix of Consideration. The transaction is expected to result in the payment and delivery of approximately $862.3 million in cash and 17.2 million shares of Western Refining Common Stock to the NTI Public Unitholders. The parties anticipate that the Merger will close in the second quarter of 2016, pending the satisfaction of certain customary conditions thereto. Pursuant to the terms of the Merger Agreement, with respect to the quarter in which the Closing Date occurs NTI will, to the extent it generates available cash in such quarter, make a prorated quarterly cash distribution to all NTI common unitholders, including NT InterHoldCo, for the portion of the quarter that NTI Public Unitholders own NTI Common Units prior to the Closing Date, in the event that NTI Public Unitholders who receive Western Refining Common Stock in the Merger would not receive a dividend with respect to the Western Refining Common Stock received in the Merger, due to the record date for such dividend occurring before the Closing Date. Any prorated quarterly distribution for the quarter in which the Closing Date occurs would be paid to NTI Public Unitholders as of the Effective Time for the Merger, together with the merger consideration payable with respect to the Merger. The Merger Agreement contains customary representations, warranties, covenants and agreements by each of the parties. Completion of the Merger is conditioned upon, among other things: (1) approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “Merger Transactions”), by the affirmative vote of NTI common unitholders holding a majority of the outstanding NTI Common Units as of the close of business on the May 19, 2016, record date, at a special meeting of NTI common unitholders currently scheduled to take place at 9:00 AM Tempe, Arizona time on June 23, 2016; (2) any waiting period applicable to the Merger Transactions under the Hart-Scott-Rodino Antitrust Act of 1976, as amended (the “HSR Act”) having been terminated or expired; (3) all filings, consents, approvals, permits and authorizations required to be made or obtained prior to the Effective Time in connection with the Merger Transactions having been made or obtained; (4) the absence of legal injunctions or impediments prohibiting the Merger Transactions; (5) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) with respect to the issuance of new shares of Western Refining Common Stock in the Merger; and (6) approval of the listing on the New York Stock Exchange, subject to official notice of issuance, of the new shares of Western Refining Common Stock to be issued and delivered (or, to the extent held in treasury by Western Refining, delivered but not issued) in the Merger. On January 29, 2016, the United States Federal Trade Commission granted early termination of the waiting periods applicable to the Merger Transactions under the HSR Act. The NTE GP Conflicts Committee, acting for NTE GP in its capacity as the general partner of NTI, approved the Merger Agreement and the Merger Transactions, and determined that the Merger Agreement and the Merger Transactions are fair and reasonable to NTI and the NTI Public Unitholders and are not adverse to the interests of NTI or the interests of the NTI Public Unitholders. The Board of Directors of Western Refining has also approved the Merger Agreement and the Merger Transactions. On January 19, 2016, Western Refining filed with the Securities and Exchange Commission (the “SEC”) a preliminary registration statement on Form S-4 (the “Preliminary S-4”) to register the shares of Western Refining Common Stock to be issued and delivered (or, to the extent held in treasury by Western Refining, delivered but not issued) in the Merger, and subsequently filed with the SEC Amendments No. 1 and No. 2 to the Preliminary S-4 on March 18, 2016 and April 19, 2016, respectively. On each respective filing date, the parties to the Merger Agreement jointly filed with the SEC a transaction statement on Schedule 13E-3 which discloses the material terms of the Merger Transactions (the “Schedule 13E-3”). Both the Preliminary S-4 and the Schedule 13E-3 are currently under review by the SEC and subject to future amendments. |
Summary of Principal Accounti25
Summary of Principal Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | NTE LP is a Delaware limited partnership which consolidates all accounts of NTE LLC and its subsidiaries, including SPPR, NTRH and NTOT. All intercompany accounts have been eliminated in these condensed consolidated financial statements. The Company’s common equity interest in MPL is accounted for using the equity method of accounting. Equity income from MPL represents the Company’s proportionate share of net income available to common equity owners generated by MPL. The equity method investment is assessed for impairment whenever changes in facts or circumstances indicate a loss in value has occurred. When the loss is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value, and the amount of the write-down is included in operating income. See Note 6 for further information on the Company’s equity method investment. MPLI owns all of the preferred membership units of MPL. This investment in MPLI, which provides the Company no significant influence over MPLI, is accounted for as a cost method investment. The investment in MPLI is carried at a value of $6.8 million at both March 31, 2016 and December 31, 2015 , and is included in other noncurrent assets within the condensed consolidated balance sheets. |
Use of Estimates | The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. |
Operating Segments | The Company has two reportable operating segments; Refining and Retail (see Note 18 for further information on the Company’s operating segments). The Refining and Retail operating segments consist of the following: • Refining – operates the St. Paul Park, Minnesota refinery, terminal and related assets, NTOT and includes the Company’s interest in MPL and MPLI, and • Retail – comprised of 169 Company operated convenience stores and 114 franchisee operated convenience stores as of March 31, 2016 , primarily in Minnesota and Wisconsin. The retail segment also includes the operation of NTB |
Inventories | Crude oil, refined product and other feedstock and blendstock inventories are carried at the lower of cost or market ("LCM"). Cost is determined principally under the last-in, first-out (“LIFO”) valuation method to reflect a better matching of costs and revenues for refining inventories. Costs include both direct and indirect expenditures incurred in bringing an item or product to its existing condition and location. Ending inventory costs in excess of market value are written down to net realizable market values and charged to cost of sales in the period recorded. In subsequent periods, a new LCM determination is made based upon current circumstances relative to, and not to exceed, the original LCM reserve that was established in fourth quarter 2014. The Company has LIFO pools for crude oil and other feedstocks and for refined products in its Refining segment and a LIFO pool for refined products inventory held by the retail stores in its Retail segment. Retail merchandise inventory is valued using the average cost method. |
Property, Plant and Equipment | Property, plant and equipment is recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. Such assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. When property, plant and equipment depreciated on an individual basis is sold or otherwise disposed of, any gains or losses are reported in the condensed consolidated statements of operations and comprehensive income. Gains on the disposal of property, plant and equipment are recognized when earned, which is generally at the time of sale. If a loss on disposal is expected, such losses are generally recognized when the assets are classified as held for sale. Expenditures for routine maintenance and repair costs are expensed when incurred. Refinery process units require periodic major maintenance and repairs that are commonly referred to as “turnarounds.” Turnaround cycles vary from unit to unit but can be as short as one year for catalyst changes to as long as six years. Turnaround costs are expensed as incurred. |
Derivative Financial Instruments | The Company is exposed to earnings and cash flow volatility due to fluctuations in crude oil, refined products, and natural gas prices. The timing of certain commodity purchases and sales also subject the Company to earnings and cash flow volatility. To manage these risks, the Company may use derivative instruments associated with the purchase or sale of crude oil, refined products, and natural gas to hedge volatility in our refining and operating margins. The Company may use futures, options, and swaps contracts to manage price risks associated with inventory quantities above or below target levels. Crack spread and crude differential futures and swaps contracts may also be used to hedge the volatility of refining margins. All derivative instruments, except for those that meet the normal purchases and normal sales exception, are recorded in the condensed consolidated balance sheets at fair value and are classified depending on the maturity date of the underlying contracts. Changes in the fair value of the Company's contracts are accounted for by marking them to market and recognizing any resulting gains or losses in the condensed consolidated statements of operations and comprehensive income. Gains and losses from derivative activity specific to managing price risk on inventory quantities both above and below target levels are included within cost of sales. Derivative gains and losses are reported as operating activities within the condensed consolidated statements of cash flows. The Company enters into crude oil forward contracts to facilitate the supply of crude oil to the refinery. These contracts may qualify for the normal purchases and normal sales exception because the Company physically receives and delivers the crude oil under the contracts and when the Company enters into these contracts, the quantities are expected to be used or sold over a reasonable period of time in the normal course of business. These transactions are reflected in the period that delivery of the crude oil takes place. When forward contracts do not qualify for the normal purchases and sales exception, the contracts are marked to market each period through the settlement date, which is generally no longer than one to three months. |
Renewable Identification Numbers | The Company is subject to obligations to generate or purchase Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuels Standard. The Company's overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the Environmental Protection Agency ("EPA"). To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in accrued liabilities when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in other current assets when the amount of RINs earned and purchased is greater than the RINs liability. In 2010 and 2011, the EPA issued partial waivers with conditions allowing a maximum of 15% ethanol to be used in certain vehicles. Future changes to existing laws and regulations could increase the minimum volumes of renewable fuels that must be blended with refined petroleum fuels. Because the Company does not produce renewable fuels, increasing the volume of renewable fuels that must be blended into its products could displace an increasing volume of the Company's refineries' product pool, potentially resulting in lower earnings and materially adversely affecting our ability to issue dividends to the Company's unitholders. The purchase price for RINs is volatile and may vary significantly from period to period. Historically, the cost of purchased RINs has not had a significant impact upon the Company's operating results. The Company anticipates 2016 will be consistent with this history. |
Revenue Recognition | Revenues are recognized when products are shipped or services are provided to customers, title is transferred, the sales price is fixed or determinable and collectability is reasonably assured. Revenues are recorded net of discounts granted to customers. Shipping and other transportation costs billed to customers are presented on a gross basis in revenues and cost of sales. Nonmonetary product exchanges and certain buy/sell crude oil transactions, which are entered into in contemplation one with another, are included on a net cost basis in cost of sales. The Company also enters into agreements to purchase and sell crude oil to third parties and certain of these activities are recorded on a gross basis. |
Cost of Sales | Cost of sales in the condensed consolidated statements of operations and comprehensive income excludes depreciation and amortization of refinery assets and the direct labor and overhead costs related to the operation of the refinery. These costs are included in the condensed consolidated statements of operations and comprehensive income in the depreciation and amortization and direct operating expenses line items, respectively. |
Excise Taxes | The Company is required by various governmental authorities, including federal and state, to collect and remit taxes on certain products. Such taxes are presented on a gross basis in revenue and cost of sales in the condensed consolidated statements of operations and comprehensive income. These taxes totaled $107.0 million and $96.0 million for the three months ended March 31, 2016 and 2015 , respectively. |
Accounting Developments | In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The 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. In August 2014, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU 2014-09. This guidance will now be effective for the Company's financial statements in the annual period beginning after December 15, 2017. The Company is evaluating the effect of adopting this new accounting guidance and does not expect adoption will have a material impact on NTE's results of operations, cash flows or financial position. In February 2016, the FASB issued ASU No. 2016-02 “Leases,” which replaces the existing guidance in Accounting Standards Codification (“ASC”) 840. This new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. The guidance requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (ROU) asset and a corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-04 "Liabilities – Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products," which aligns recognition of the financial liabilities related to prepaid stored-value products (for example, prepaid gift cards), with Topic 606, Revenues from Contracts with Customers, for non-financial liabilities. In general, certain of these liabilities may be extinguished proportionally in earnings as redemptions occur, or when redemption is remote if issuers are not entitled to the unredeemed stored value. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted subject to certain requirements. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-06 "Derivatives and Hedging (Topic 815) – Contingent Put and Call Options in Debt Instruments" which will reduce diversity of practice in identifying embedded derivatives in debt instruments. ASU 2016-06 clarifies that 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. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of ASU 2014-09. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-09 "Compensation – Stock Compensation," which identifies areas for simplification involving several aspects of accounting for equity-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. 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. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | March 31, December 31, (in millions) 2016 2015 Crude oil and refinery feedstocks $ 174.4 $ 171.8 Refined products 179.1 162.0 Merchandise 22.3 22.8 Supplies and sundry items 21.3 19.0 397.1 375.6 Lower of cost or market inventory reserve (123.4 ) (134.4 ) Total $ 273.7 $ 241.2 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Major classes of property, plant and equipment (“PP&E”) consisted of the following: Estimated March 31, December 31, (in millions) Useful Lives 2016 2015 Land $ 9.4 $ 9.0 Retail stores and equipment 2 - 22 years 77.6 72.3 Refinery and equipment 5 - 24 years 458.2 457.2 Buildings and building improvements 25 years 11.7 11.7 Software 5 years 18.9 18.9 Vehicles 5 years 5.8 5.6 Other equipment 2 - 7 years 10.5 10.4 Precious metals 10.2 10.2 Assets under construction 95.1 73.3 697.4 668.6 Less: Accumulated depreciation (191.8 ) (180.8 ) Property, plant and equipment, net $ 505.6 $ 487.8 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | At March 31, 2016 and December 31, 2015 , the Company had open commodity derivative instruments as follows: March 31, 2016 December 31, 2015 Crude oil and refined products (thousands of barrels): Futures - long — 90 Futures - short 1,643 933 Swaps - long 7,017 5,155 Swaps - short 75 525 Forwards - long 5,282 4,445 Forwards - short 3,214 2,572 Natural gas (thousands of MMBTUs): Swaps 1,148 1,554 The information below presents the notional volume of outstanding contracts by type of instrument and year of maturity at March 31, 2016 : Notional Contract Volumes by Year of Maturity 2016 2017 Crude oil and refined products (thousands of barrels): Futures - short 1,643 — Swaps - long 5,099 1,918 Swaps - short 75 — Forwards - long 5,282 — Forwards - short 3,214 — Natural gas (thousands of MMBTUs): Swaps 1,148 — |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The tables below, however, are presented on a gross asset and gross liability basis. March 31, 2016 (in millions) Balance Sheet Location Assets Liabilities Commodity instruments: Swaps Other current assets $ 0.2 $ 0.9 Swaps Accrued liabilities 0.6 6.8 Swaps Other assets 1.0 0.9 Futures Other current assets 2.3 0.1 Forwards Other current assets 4.1 — Forwards Accrued liabilities — 3.3 Total $ 8.2 $ 12.0 December 31, 2015 (in millions) Balance Sheet Location Assets Liabilities Commodity instruments: Swaps Accrued liabilities $ — $ 7.9 Futures Other current assets 0.4 — Forwards Other current assets 1.5 — Forwards Accrued liabilities — 1.5 Total $ 1.9 $ 9.4 |
Recognized Gains and Losses on Derivatives | Recognized gains and losses on derivatives were as follows: Three Months Ended (in millions) March 31, 2016 March 31, 2015 Gain (loss) on the change in fair value of outstanding derivatives $ 3.7 $ 1.1 Settled derivative gains (losses) (4.4 ) 0.1 Total recognized gain (loss) $ (0.7 ) $ 1.2 Gain (loss) recognized in cost of sales $ (0.1 ) $ 1.4 Gain (loss) recognized in operating expenses (0.6 ) (0.2 ) Total recognized net gain (loss) on derivatives $ (0.7 ) $ 1.2 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Distributions Paid During or Pertaining to Available Cash Generated | The following table details the quarterly distributions paid to common unitholders for each of the quarters in the year ended December 31, 2015 and the three months ended March 31, 2016 : Date Declared Date Paid Common Units and equivalents at record date (in millions) Distribution per common unit and equivalent Total Distribution (in millions) 2015 Distributions: February 5, 2015 February 27, 2015 93.7 $ 0.49 $ 45.9 May 5, 2015 May 29, 2015 93.7 1.08 100.8 August 4, 2015 August 28, 2015 93.7 1.19 111.3 November 3, 2015 November 25, 2015 93.7 1.04 97.3 Total distributions paid during 2015 $ 3.80 $ 355.3 2016 Distributions: February 3, 2016 February 19, 2016 94.2 $ 0.38 $ 36.1 Total distributions paid during 2016 $ 0.38 $ 36.1 |
Schedule of Limited Partners' Capital Account by Class | Changes in Partners' Equity (in millions) Partners' Capital Accumulated Other Comprehensive Income Total Partners' Equity Balance at December 31, 2015 $ 392.9 $ 0.2 $ 393.1 Net income 14.7 — 14.7 Distributions (36.1 ) — (36.1 ) Equity-based compensation expense 4.6 — 4.6 Balance at March 31, 2016 $ 376.1 $ 0.2 $ 376.3 |
Computation of Basic and Diluted Earnings Per Unit | The Company applies the treasury stock method to determine the dilutive impact of the outstanding phantom common units. Three Months Ended (in millions, except unit and per-unit data) March 31, 2016 March 31, 2015 Net income available to common unitholders $ 14.7 $ 111.2 Less: income allocated to participating securities — (0.3 ) Net income attributable to unrestricted common units $ 14.7 $ 110.9 Weighted average unrestricted common units - basic 92,850,830 92,459,063 Plus: dilutive potential common securities 236,567 142,129 Weighted average unrestricted common units - diluted 93,087,397 92,601,192 Basic earnings per unit $ 0.16 $ 1.20 Diluted earnings per unit $ 0.16 $ 1.20 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Carried at Fair Value Measured on Recurring Basis | The following table provides the assets and liabilities carried at fair value measured on a recurring basis at March 31, 2016 and December 31, 2015 : Balance at Quoted prices in active markets Significant other observable inputs Unobservable inputs (in millions) March 31, 2016 (Level 1) (Level 2) (Level 3) ASSETS Cash and cash equivalents $ 35.0 $ 35.0 $ — $ — Other current assets Derivative asset - current 5.6 — 5.6 — Other assets Derivative asset - long-term 0.1 — 0.1 — $ 40.7 $ 35.0 $ 5.7 $ — LIABILITIES Accrued liabilities Derivative liability - current $ 9.5 $ — $ 9.5 $ — $ 9.5 $ — $ 9.5 $ — Balance at Quoted prices in active markets Significant other observable inputs Unobservable inputs (in millions) December 31, 2015 (Level 1) (Level 2) (Level 3) ASSETS Cash and cash equivalents $ 70.9 $ 70.9 $ — $ — Other current assets Derivative asset - current 1.9 — 1.9 — $ 72.8 $ 70.9 $ 1.9 $ — LIABILITIES Accrued liabilities Derivative liability - current $ 9.4 $ — $ 9.4 $ — $ 9.4 $ — $ 9.4 $ — |
Fair Value of Secured Notes | The fair value of the 2020 Secured Notes disclosed below was determined based on quoted prices in active markets (Level 1). March 31, 2016 December 31, 2015 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2020 Secured Notes $ 342.5 $ 344.8 $ 342.0 $ 360.5 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Changes in Asset Retirement Obligations | The following table summarizes the changes in asset retirement obligations: Three Months Ended (in millions) March 31, 2016 March 31, 2015 Asset retirement obligation balance at beginning of period $ 2.4 $ 2.4 Costs incurred to remediate (0.1 ) (0.2 ) Accretion expense 0.1 0.1 Asset retirement obligation balance at end of period $ 2.4 $ 2.3 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted common unit activity | A summary of the restricted common unit activity is set forth below: Number of Weighted Weighted restricted common units Average Grant Average Term (in thousands) Date Value Until Maturity Nonvested at December 31, 2015 191.5 $ 24.75 1.0 Vested (34.1 ) 26.84 — Nonvested at March 31, 2016 157.4 $ 24.30 0.8 |
Summary of performance share awards valuation assumptions | The assumptions used in the Monte Carlo simulation used to value our market condition awards as of March 31, 2016 are presented below: 2016 Awards 2015 Awards Expected volatility 29.80 % 34.10 % Risk-free interest rate 1.08 % 0.84 % |
Phantom common unit activity | A summary of all phantom common unit activity is set forth below: Number of phantom common units Weighted Weighted (in thousands) Average Grant Average Term Service-Based Performance-Based Total Date Value Until Maturity Nonvested at December 31, 2015 581.9 260.7 842.6 $ 24.00 1.5 Awarded 381.0 163.6 544.6 30.27 2.7 Incremental performance units — 231.8 231.8 38.17 2.2 Forfeited (0.5 ) (1.5 ) (2.0 ) 24.01 — Vested (235.5 ) (1.8 ) (237.3 ) 24.05 — Nonvested at March 31, 2016 726.9 652.8 1,379.7 $ 28.90 1.7 |
Supplemental Cash Flow Inform33
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental cash flow information is as follows: Three Months Ended (in millions) March 31, 2016 March 31, 2015 Net cash from operating activities included: Interest paid $ 0.8 $ 0.6 Noncash investing and financing activities include: Capital expenditures included in accounts payable $ 14.5 $ 2.4 PP&E additions resulting from a capital lease 0.3 — Distributions accrued on unvested equity awards 4.0 3.7 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Operating Results for Operating Segments | Three Months Ended March 31, 2016 (in millions) Refining Retail Other Total Revenues Customer $ 381.6 $ 222.8 $ — $ 604.4 Intersegment 113.7 — — 113.7 Segment revenues 495.3 222.8 — 718.1 Elimination of intersegment revenues — — (113.7 ) (113.7 ) Total revenues $ 495.3 $ 222.8 $ (113.7 ) $ 604.4 Income (loss) from operations $ 28.1 $ 1.7 $ (8.0 ) $ 21.8 Income from equity method investment $ 5.5 $ — $ — $ 5.5 Depreciation and amortization $ 9.0 $ 2.2 $ 0.1 $ 11.3 Capital expenditures $ 26.4 $ 1.5 $ — $ 27.9 Three Months Ended March 31, 2015 (in millions) Refining Retail Other Total Revenues Customer $ 545.1 $ 248.7 $ — $ 793.8 Intersegment 144.5 — — 144.5 Segment revenues 689.6 248.7 — 938.3 Elimination of intersegment revenues — — (144.5 ) (144.5 ) Total revenues $ 689.6 $ 248.7 $ (144.5 ) $ 793.8 Income (loss) from operations $ 123.1 $ 2.7 $ (6.3 ) $ 119.5 Income from equity method investment $ 3.6 $ — $ — $ 3.6 Depreciation and amortization $ 8.7 $ 1.8 $ 0.3 $ 10.8 Capital expenditures $ 4.6 $ 1.9 $ 0.1 $ 6.6 |
Total Assets by Segment | Total assets by segment were as follows: (in millions) Refining Retail Other Total At March 31, 2016 $ 970.0 $ 135.4 $ 44.0 $ 1,149.4 At December 31, 2015 $ 917.4 $ 138.7 $ 81.2 $ 1,137.3 |
Description of the Business a35
Description of the Business and Basis of Presentation - Additional Information (Details) | Dec. 21, 2015$ / sharesshares | Nov. 12, 2013 | Mar. 31, 2016Storesharesbbl |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Number of stores | Store | 283 | ||
Minnesota Pipe Line Company, LLC | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Membership interest | 17.00% | ||
Western Refining, Inc. | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Ownership interest | 100.00% | ||
Common units owned (shares) | shares | 35,622,500 | ||
Western Refining, Inc. | Northern Tier Energy GP LLC | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Ownership interest | 100.00% | ||
Western Refining, Inc. | Limited Partner | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Ownership interest | 38.30% | ||
Minnesota Pipe Line Company | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Membership interest | 17.00% | ||
Preferred interest by parent | 100.00% | ||
Crude oil pipeline capacity (in barrels) | bbl | 465,000 | ||
St Paul Park Refining Company | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Number of barrels of refinery crude oil capacity per stream day | bbl | 97,800 | ||
Northern Tier Retail Company | Company-owned | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Number of stores | Store | 169 | ||
Super America Franchising Company | Franchised Units | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Number of stores | Store | 114 | ||
Northern Tier Energy LLC | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Membership interest | 100.00% | ||
Norther Tier Unitholders | Merger Agreement December 2015 | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Equity consideration (in shares) | shares | 0.2986 | ||
Cash consideration per unit (in dollars per share) | $ / shares | $ 15 | ||
Maximum | NTI Public Unitholder | Merger Agreement December 2015 | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Equity consideration (in shares) | shares | 0.7036 | ||
Cash consideration per unit (in dollars per share) | $ / shares | $ 26.06 |
Summary of Principal Accounti36
Summary of Principal Accounting Policies - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016USD ($)StoreSegment | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Maximum Ethanol Volume | 15.00% | ||
Investment in MPLI at cost | $ | $ 6.8 | $ 6.8 | |
Number of reportable operating segments | Segment | 2 | ||
Retail operated convenience stores | Store | 283 | ||
Required Frequency of the maintenance, minimum | 1 year | ||
Required Frequency of the maintenance, maximum | 6 years | ||
Taxes | $ | $ 107 | $ 96 | |
Gain from reclassification | $ | $ 5.5 | $ 3.6 | |
Northern Tier Retail Company | Company-owned | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Retail operated convenience stores | Store | 169 | ||
Super America Franchising Company | Franchised Units | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Retail operated convenience stores | Store | 114 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | Dec. 21, 2015 | Nov. 12, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Minnesota Pipe Line Company | |||||
Related Party Transaction [Line Items] | |||||
Membership interest | 17.00% | ||||
Investor | |||||
Related Party Transaction [Line Items] | |||||
Common units owned (shares) | 35,622,500 | ||||
Ownership interest | 100.00% | ||||
Investor | Limited Partner | |||||
Related Party Transaction [Line Items] | |||||
Ownership interest | 38.30% | ||||
Investor | Northern Tier Energy GP LLC | |||||
Related Party Transaction [Line Items] | |||||
Ownership interest | 100.00% | ||||
Western Refining, Inc. | Accounts receivable, net | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable, net | $ 1.6 | $ 2.8 | |||
Western Refining, Inc. | Asphalt sales | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amounts of transaction | 8.7 | $ 12.3 | |||
Western Refining, Inc. | Railcar rental | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amounts of transaction | 0.1 | 0 | |||
Western Refining, Inc. | Shared services purchases | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amounts of transaction | $ 0.8 | 0.7 | |||
Minnesota Pipe Line Company, LLC | |||||
Related Party Transaction [Line Items] | |||||
Membership interest | 17.00% | ||||
Minnesota Pipe Line Company, LLC | Accounts payable | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable | $ 2.4 | $ 2.7 | |||
Minnesota Pipe Line Company, LLC | Pipeline transportation purchases | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amounts of transaction | $ 14 | $ 12.7 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 3.90% | 0.70% |
Combined federal income tax rate and state income tax rate, net of federal benefit | 40.80% | 40.50% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Crude oil and refinery feedstocks | $ 174.4 | $ 171.8 |
Refined products | 179.1 | 162 |
Merchandise | 22.3 | 22.8 |
Supplies and sundry items | 21.3 | 19 |
Inventory, before adjustments | 397.1 | 375.6 |
Lower of cost or market inventory reserve | (123.4) | (134.4) |
Total | $ 273.7 | $ 241.2 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Percentage of LIFO Inventory | 89.00% | 89.00% |
Inventory Valuation Reserves | $ 123.4 | $ 134.4 |
Equity Method Investment - Addi
Equity Method Investment - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Common interest in Minnesota Pipe Line | 17.00% | ||
Carrying value of equity method investment | $ 87,600,000 | $ 82,100,000 | |
Carrying value of equity method investment | 5,900,000 | $ 5,900,000 | |
Declared but unpaid distributions | 0 | $ 3,700,000 | |
Equity income | $ (5,500,000) | $ (3,600,000) |
Property, Plant and Equipment42
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 697.4 | $ 668.6 |
Less: accumulated depreciation | (191.8) | (180.8) |
Property, plant and equipment, net | 505.6 | 487.8 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9.4 | 9 |
Retail stores and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 77.6 | 72.3 |
Retail stores and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 2 years | |
Retail stores and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 22 years | |
Refinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 458.2 | 457.2 |
Refinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Refinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 24 years | |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 25 years | |
Property, plant and equipment, gross | $ 11.7 | 11.7 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Property, plant and equipment, gross | $ 18.9 | 18.9 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Property, plant and equipment, gross | $ 5.8 | 5.6 |
Other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10.5 | 10.4 |
Other equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 2 years | |
Other equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | |
Precious metals | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10.2 | 10.2 |
Assets under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 95.1 | $ 73.3 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Gross assets acquired under capital leases | $ 13.6 | $ 13.3 | |
Accumulated depreciation | 2.2 | $ 2 | |
Interest Costs Capitalized | 1.3 | $ 0 | |
Capitalized Software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 0.9 | $ 0.9 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets | $ 33.8 | $ 33.8 |
Franchise rights acquisition | 12.4 | 12.4 |
Trademarks acquisition | $ 21.4 | $ 21.4 |
Derivatives - Notional Amounts
Derivatives - Notional Amounts and Derivative Maturities (Details) bbl in Thousands, MMBTU in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016MMBTUbbl | Dec. 31, 2015MMBTUbbl | |
Future | Crude Oil And Refined Products | Long | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 0 | 90 |
Future | Crude Oil And Refined Products | Short | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 1,643 | 933 |
Future | Crude Oil And Refined Products | Short | 2015 | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 1,643 | |
Future | Crude Oil And Refined Products | Short | 2016 | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 0 | |
Swaps | Crude Oil And Refined Products | Long | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 7,017 | 5,155 |
Swaps | Crude Oil And Refined Products | Long | 2015 | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 5,099 | |
Swaps | Crude Oil And Refined Products | Long | 2016 | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 1,918 | |
Swaps | Crude Oil And Refined Products | Short | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 75 | 525 |
Swaps | Crude Oil And Refined Products | Short | 2015 | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 75 | |
Swaps | Crude Oil And Refined Products | Short | 2016 | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 0 | |
Swaps | Natural Gas | Long | ||
Derivative [Line Items] | ||
Natural gas swaps, net long positions (in MMBTUs) | MMBTU | 1,148 | 1,554 |
Swaps | Natural Gas | Long | 2015 | ||
Derivative [Line Items] | ||
Natural gas swaps, net long positions (in MMBTUs) | MMBTU | 1,148 | |
Swaps | Natural Gas | Long | 2016 | ||
Derivative [Line Items] | ||
Natural gas swaps, net long positions (in MMBTUs) | MMBTU | 0 | |
Forwards | Crude Oil And Refined Products | Long | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 5,282 | 4,445 |
Forwards | Crude Oil And Refined Products | Long | 2015 | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 5,282 | |
Forwards | Crude Oil And Refined Products | Long | 2016 | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 0 | |
Forwards | Crude Oil And Refined Products | Short | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 3,214 | 2,572 |
Forwards | Crude Oil And Refined Products | Short | 2015 | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 3,214 | |
Forwards | Crude Oil And Refined Products | Short | 2016 | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 0 |
Derivatives - Fair Value Amount
Derivatives - Fair Value Amounts of Outstanding Derivative Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Funds posted as collateral | $ 6.7 | $ 6 |
Assets | 5.6 | 1.9 |
Liabilities | 9.5 | 9.4 |
Assets | 0.1 | |
Other current assets | Swaps | ||
Derivative [Line Items] | ||
Assets | 0.2 | |
Liabilities | 0.9 | |
Other current assets | Future | ||
Derivative [Line Items] | ||
Assets | 2.3 | 0.4 |
Liabilities | 0.1 | 0 |
Other current assets | Forwards | ||
Derivative [Line Items] | ||
Assets | 4.1 | 1.5 |
Liabilities | 0 | 0 |
Accrued liabilities | Swaps | ||
Derivative [Line Items] | ||
Assets | 0.6 | 0 |
Liabilities | 6.8 | 7.9 |
Accrued liabilities | Forwards | ||
Derivative [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 3.3 | 1.5 |
Other assets | Swaps | ||
Derivative [Line Items] | ||
Assets | 1 | |
Liabilities | 0.9 | |
Assets | ||
Derivative [Line Items] | ||
Assets | 8.2 | 1.9 |
Liabilities | ||
Derivative [Line Items] | ||
Liabilities | $ 12 | $ 9.4 |
Derivatives - Recognized Gains
Derivatives - Recognized Gains and Losses on Derivative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on the change in fair value of outstanding derivatives | $ 3.7 | $ 1.1 |
Settled derivative gains (losses) | (4.4) | 0.1 |
Total recognized gain (loss) | (0.7) | 1.2 |
Gain (loss) recognized in Cost of sales | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total recognized gain (loss) | (0.1) | 1.4 |
Gain (loss) recognized in operating expenses | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total recognized gain (loss) | $ (0.6) | $ (0.2) |
Debt (Details)
Debt (Details) - USD ($) | Sep. 29, 2014 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Commitment amount | $ 500,000,000 | ||
Revolving credit facility, borrowing capacity | $ 186,600,000 | ||
Availability under the revolving credit facility | 134,700,000 | ||
Outstanding letter of credit | 29,400,000 | ||
Credit facility outstanding | 22,500,000 | ||
Debt principal amount | 365,000,000 | $ 342,000,000 | |
Minimum | |||
Debt Instrument [Line Items] | |||
Commitment fee | 0.25% | ||
Letter of credit fees | 1.50% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Commitment fee | 0.375% | ||
Letter of credit fees | 2.00% | ||
Asset-based credit facility | |||
Debt Instrument [Line Items] | |||
Financing costs | $ 3,000,000 | ||
Secured Notes 2020 Issue | |||
Debt Instrument [Line Items] | |||
Debt principal amount | $ 350,000,000 | ||
Debt interest rate | 7.125% | 7.125% | |
Issuance premium | $ 4,200,000 | ||
Unamortized amount of deferred financing costs | $ 10,900,000 | $ 11,600,000 | |
Percentage of ownership of direct and indirect subsidiaries, subject to guarantee agreement | 100.00% | ||
Base Rate Loans [Member] | Minimum | |||
Debt Instrument [Line Items] | |||
Variable rate | 0.50% | ||
Base Rate Loans [Member] | Maximum | |||
Debt Instrument [Line Items] | |||
Variable rate | 1.00% | ||
Libor Indexed Loans [Member] | Minimum | |||
Debt Instrument [Line Items] | |||
Variable rate | 1.50% | ||
Libor Indexed Loans [Member] | Maximum | |||
Debt Instrument [Line Items] | |||
Variable rate | 2.00% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maturity date of revolving credit facility | Sep. 29, 2019 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 21, 2015 | Nov. 12, 2013 | Mar. 31, 2016 |
Limited Partners' Capital Account [Line Items] | |||
Number of days after the end of the quarter to make cash distributions to units holders | 60 days | ||
Cash available distribution deficit | $ 11.5 | ||
Increase in units issued and outstanding | 237,335 | ||
Merger Agreement December 2015 | Norther Tier Unitholders | |||
Limited Partners' Capital Account [Line Items] | |||
Cash consideration per unit (in dollars per share) | $ 15 | ||
Equity consideration (in shares) | 0.2986 | ||
Merger Agreement December 2015 | NTI Public Unitholder | Maximum | |||
Limited Partners' Capital Account [Line Items] | |||
Cash consideration per unit (in dollars per share) | $ 26.06 | ||
Equity consideration (in shares) | 0.7036 | ||
Merger Agreement December 2015 | Western Refining, Inc. | |||
Limited Partners' Capital Account [Line Items] | |||
Number of additional shares outstanding (shares) | 17,200,000 | ||
Investor | |||
Limited Partners' Capital Account [Line Items] | |||
Ownership interest | 100.00% | ||
Common units owned (shares) | 35,622,500 | ||
Investor | General Partner | |||
Limited Partners' Capital Account [Line Items] | |||
Ownership interest | 100.00% | ||
Investor | Limited Partner | |||
Limited Partners' Capital Account [Line Items] | |||
Ownership interest | 38.30% |
Equity - Distributions Paid Dur
Equity - Distributions Paid During or Pertaining to Available Cash Generated (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 04, 2016 | Nov. 05, 2015 | Aug. 06, 2015 | May. 06, 2015 | Feb. 06, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Nov. 03, 2015 | Aug. 04, 2015 |
Distribution Made to Limited Partner [Line Items] | ||||||||||
Common Units and equivalents at record date | 93,070,821 | 92,833,486 | ||||||||
Distribution per common unit and equivalent | $ 0.38 | $ 0.49 | ||||||||
Total Distribution | $ 97.3 | $ 36.1 | ||||||||
Cash Distribution | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Date Declared | Feb. 3, 2016 | Nov. 3, 2015 | Aug. 4, 2015 | May 5, 2015 | Feb. 5, 2015 | |||||
Date Paid | Feb. 19, 2016 | Nov. 25, 2015 | Aug. 28, 2015 | May 29, 2015 | Feb. 27, 2015 | |||||
Common Units and equivalents at record date | 94,200,000 | 93,700,000 | 93,700,000 | 93,700,000 | 93,700,000 | |||||
Distribution per common unit and equivalent | $ 0.38 | $ 1.04 | $ 1.19 | $ 1.08 | $ 0.49 | $ 0.38 | $ 3.8 | |||
Total Distribution | $ 36.1 | $ 111.3 | $ 100.8 | $ 45.9 | $ 36.1 | $ 355.3 |
Equity - Partners' Capital Acco
Equity - Partners' Capital Account (Details) - USD ($) $ in Millions | Nov. 05, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Balance | $ 393.1 | ||
Net income | 14.7 | $ 111.2 | |
Distributions | $ (97.3) | (36.1) | |
Equity-based compensation expense | 4.6 | ||
Balance | 376.3 | ||
Partners' Capital | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Balance | 392.9 | ||
Net income | 14.7 | ||
Distributions | (36.1) | ||
Equity-based compensation expense | 4.6 | ||
Balance | 376.1 | ||
Accumulated Other Comprehensive Income | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Balance | 0.2 | ||
Net income | 0 | ||
Distributions | 0 | ||
Equity-based compensation expense | 0 | ||
Balance | $ 0.2 |
Equity - Computation of Basic a
Equity - Computation of Basic and Diluted Earnings Per Unit (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Equity [Abstract] | ||
Net income available to common unitholders | $ 14.7 | $ 111.2 |
Less: income allocated to participating securities | 0 | (0.3) |
Net income attributable to unrestricted common units | $ 14.7 | $ 110.9 |
Weighted average unrestricted common units - basic (in shares) | 92,850,830 | 92,459,063 |
Plus: dilutive potential common securities (in shares) | 236,567 | 142,129 |
Weighted average unrestricted common units - diluted (in shares) | 93,087,397 | 92,601,192 |
Basic earnings per unit (in dollars per share) | $ 0.16 | $ 1.20 |
Diluted earnings per unit (in dollars per share) | $ 0.16 | $ 1.20 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Carried at Fair Value Measured on Recurring Basis (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 35 | $ 70.9 |
Derivative asset - current | 5.6 | 1.9 |
Derivative asset - long-term | 0.1 | |
Total Assets | 40.7 | 72.8 |
LIABILITIES | ||
Derivative liability - current | 9.5 | 9.4 |
Total Liabilities | 9.5 | 9.4 |
Quoted prices in active markets (Level 1) | ||
ASSETS | ||
Cash and cash equivalents | 35 | 70.9 |
Derivative asset - current | 0 | 0 |
Derivative asset - long-term | 0 | |
Total Assets | 35 | 70.9 |
LIABILITIES | ||
Derivative liability - current | 0 | 0 |
Total Liabilities | 0 | 0 |
Significant other observable inputs (Level 2) | ||
ASSETS | ||
Cash and cash equivalents | 0 | 0 |
Derivative asset - current | 5.6 | 1.9 |
Derivative asset - long-term | 0.1 | |
Total Assets | 5.7 | 1.9 |
LIABILITIES | ||
Derivative liability - current | 9.5 | 9.4 |
Total Liabilities | 9.5 | 9.4 |
Unobservable inputs (Level 3) | ||
ASSETS | ||
Cash and cash equivalents | 0 | 0 |
Derivative asset - current | 0 | 0 |
Derivative asset - long-term | 0 | |
Total Assets | 0 | 0 |
LIABILITIES | ||
Derivative liability - current | 0 | 0 |
Total Liabilities | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Transfers between levels | $ 0 | $ 0 | |
Fair value adjustment to assets | 0 | $ 0 | |
Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial and nonfinancial liabilities, fair value disclosure | $ 0 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Secured Notes (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | $ 365 | $ 342 |
Secured Notes 2020 Issue | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 342.5 | 342 |
Fair Value | $ 344.8 | $ 360.5 |
Asset Retirement Obligations -
Asset Retirement Obligations - Changes in Asset Retirement Obligations (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Asset retirement obligation balance at beginning of period | $ 2.4 | $ 2.4 |
Costs incurred to remediate | (0.1) | (0.2) |
Accretion expense | 0.1 | 0.1 |
Asset retirement obligation balance at end of period | $ 2.4 | $ 2.3 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016USD ($)criteriashares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ | $ 4.6 | ||
Equity-based compensation expense | $ | $ 4.6 | $ 2.6 | |
LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common units reserved for issuance | 6,700,000 | ||
Restricted stock units outstanding | 1,500,000 | ||
Total unrecognized compensation cost | $ | $ 26.3 | ||
Phantom Unit Award with Service-only Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units outstanding | 726,900 | 581,900 | |
Vesting period | 3 years | ||
Dividends payable | $ | $ 1.7 | $ 2.5 | |
Phantom Unit Award with Service-only Conditions | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Forfeiture rate | |||
Phantom Unit Award with Service-only Conditions | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Forfeiture rate | 20.00% | ||
Phantom Awards with Performance or Market Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units outstanding | 652,800 | 260,700 | |
Vesting period | 3 years | ||
Number of criteria in a performance-based equity award | criteria | 2 | ||
Accrued liabilities | $ | $ 1.5 | $ 1 | |
Phantom Awards with Performance or Market Conditions | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of target unit count | 200.00% | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units outstanding | 157,400 | 191,500 | |
Minimum period for distributions to be paid | 30 days | ||
Number of awards containing accrual clause for distributions | 1 | ||
Dividends payable | $ | $ 0.8 | $ 0.7 | |
Restricted Stock | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Forfeiture rate | 30.00% | ||
Phantom Awards with Performance Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units outstanding | 300,000 | ||
Vesting period | 3 years | ||
Percent of target unit count | 200.00% | ||
Phantom Awards with Market Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units outstanding | 300,000 | ||
Vesting period | 3 years | ||
Percent of target unit count | 181.00% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Unit Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Restricted Stock | ||
Number of units | ||
Number of units, Nonvested, Beginning balance | 191,500 | |
Number of units, Vested | (34,100) | |
Number of units, Nonvested, Ending balance | 157,400 | 191,500 |
Weighted Average Grant Date Price | ||
Weighted Average Grant Date Price, Nonvested, Beginning balance (in dollars per share) | $ 24.75 | |
Weighted Average Grant Date Price, Vested (in dollars per share) | 26.84 | |
Weighted Average Grant Date Price, Nonvested, Ending balance (in dollars per share) | $ 24.30 | $ 24.75 |
Weighted Average Term Until Maturity | ||
Weighted Average Term Until Maturity | 9 months 18 days | 1 year |
Phantom Unit Award with Service-only Conditions | ||
Number of units | ||
Number of units, Nonvested, Beginning balance | 581,900 | |
Number of units, Awarded | 381,000 | |
Number of units, Incremental units | 0 | |
Number of units, Forfeited | (500) | |
Number of units, Vested | (235,500) | |
Number of units, Nonvested, Ending balance | 726,900 | 581,900 |
Phantom Awards with Performance or Market Conditions | ||
Number of units | ||
Number of units, Nonvested, Beginning balance | 260,700 | |
Number of units, Awarded | 163,600 | |
Number of units, Incremental units | 231,800 | |
Number of units, Forfeited | (1,500) | |
Number of units, Vested | (1,800) | |
Number of units, Nonvested, Ending balance | 652,800 | 260,700 |
Performance Phantom Awards | ||
Number of units | ||
Number of units, Nonvested, Beginning balance | 842,600 | |
Number of units, Awarded | 544,600 | |
Number of units, Incremental units | 231,800 | |
Number of units, Forfeited | (2,000) | |
Number of units, Vested | (237,300) | |
Number of units, Nonvested, Ending balance | 1,379,700 | 842,600 |
Weighted Average Grant Date Price | ||
Weighted Average Grant Date Price, Nonvested, Beginning balance (in dollars per share) | $ 24 | |
Weighted Average Grant Date Price, Awarded (in dollars per share) | 30.27 | |
Weighted Average Grant Date Price, Incremental units (in dollars per share) | 38.17 | |
Weighted Average Grant Date Price, Forfeited (in dollars per share) | 24.01 | |
Weighted Average Grant Date Price, Vested (in dollars per share) | 24.05 | |
Weighted Average Grant Date Price, Nonvested, Ending balance (in dollars per share) | $ 28.90 | $ 24 |
Weighted Average Term Until Maturity | ||
Weighted Average Term Until Maturity | 1 year 8 months 12 days | 1 year 6 months |
Weighted Average Term Until Maturity Awarded | 2 years 8 months 12 days | |
Weighted Average Term Until Maturity, Incremental Performance Units | 2 years 2 months 12 days |
Equity-Based Compensation - Val
Equity-Based Compensation - Valuation Assumptions (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Phantom Awards with Performance or Market Conditions | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accrued liabilities | $ 1.5 | $ 1 |
First Quarter 2015 [Member] | Phantom Awards with Market Conditions | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 34.10% | |
Risk-free interest rate | 0.84% | |
First Quarter 2016 [Member] | Phantom Awards with Market Conditions | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 29.80% | |
Risk-free interest rate | 1.08% |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)plan | Mar. 31, 2015USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Number of qualified defined contribution plans | plan | 1 | |
Cash Balance Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Employers contribution, percent of annual compensation | 5.00% | |
US treasury bond maturity term used to determine employer contributions | 30 years | |
Participants full vested period | 3 years | |
Employer contributions | $ 0.6 | $ 0.6 |
Retirement And Savings Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Employer contributions, percent non-matching | 3.00% | |
Matching contribution rate | 100.00% | |
Employer contribution, percent of employees' gross pay | 6.00% | |
Employer contributions | $ 2.6 | $ 2.2 |
Supplemental Cash Flow Inform61
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net cash from operating activities included: | ||
Interest paid | $ 0.8 | $ 0.6 |
Noncash investing and financing activities include: | ||
Capital expenditures included in accounts payable | 14.5 | 2.4 |
PP&E additions resulting from a capital lease | 0.3 | 0 |
Distributions accrued on unvested equity awards | $ 4 | $ 3.7 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Line Items] | |||
Accruals for remediation and closure obligations | $ 8.5 | $ 8.6 | |
Period of remediation liabilities | 22 years | ||
Estimated future cash flows to settle discounted liabilities | $ 3 | ||
Discount rate | 2.27% | ||
Receivables for recoverable costs | $ 0.1 | 0.2 | |
Super America Franchising Company | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Period for license agreements | 10 years | ||
Groundwater Contamination | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Carrying Value of Loss Contingencies Recorded on a Discounted Basis | $ 2.5 | 2.6 | |
Wastewater Lagoon | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Accruals for remediation and closure obligations | $ 6 | $ 6 | |
Settlement amount | $ 3.5 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2016StoreSegment | |
Segment Reporting Information [Line Items] | |
Number of reportable operating segments | Segment | 2 |
Number of convenience stores | 283 |
Company-owned | Northern Tier Retail Company | |
Segment Reporting Information [Line Items] | |
Number of convenience stores | 169 |
Segment Information - Operatin
Segment Information - Operating Results for Operating Segments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Revenues | $ (604.4) | $ (793.8) |
Income (loss) from operations | 21.8 | 119.5 |
Income from equity method investment | 5.5 | 3.6 |
Depreciation and amortization | 11.3 | 10.8 |
Capital expenditures | 27.9 | 6.6 |
Intersegment | ||
Revenues | ||
Revenues | (113.7) | (144.5) |
Segment revenues | ||
Revenues | ||
Revenues | (718.1) | (938.3) |
Refining | ||
Revenues | ||
Revenues | (381.6) | (545.1) |
Income (loss) from operations | 28.1 | 123.1 |
Income from equity method investment | 5.5 | 3.6 |
Depreciation and amortization | 9 | 8.7 |
Capital expenditures | 26.4 | 4.6 |
Refining | Intersegment | ||
Revenues | ||
Revenues | (113.7) | (144.5) |
Refining | Segment revenues | ||
Revenues | ||
Revenues | (495.3) | (689.6) |
Retail | ||
Revenues | ||
Revenues | (222.8) | (248.7) |
Income (loss) from operations | 1.7 | 2.7 |
Income from equity method investment | 0 | 0 |
Depreciation and amortization | 2.2 | 1.8 |
Capital expenditures | 1.5 | 1.9 |
Retail | Segment revenues | ||
Revenues | ||
Revenues | (222.8) | (248.7) |
Other | Intersegment | ||
Revenues | ||
Revenues | (113.7) | (144.5) |
Other | Other | ||
Revenues | ||
Income (loss) from operations | (8) | (6.3) |
Income from equity method investment | 0 | 0 |
Depreciation and amortization | 0.1 | 0.3 |
Capital expenditures | $ 0 | $ 0.1 |
Segment Information - Total As
Segment Information - Total Assets by Segment (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Total Assets | $ 1,149.4 | $ 1,137.3 |
Other | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 44 | 81.2 |
Refining | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 970 | 917.4 |
Retail | ||
Segment Reporting Information [Line Items] | ||
Total Assets | $ 135.4 | $ 138.7 |
Proposed Merger Transaction (De
Proposed Merger Transaction (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 21, 2015 | Nov. 12, 2013 | Mar. 31, 2016 |
Investor | |||
Business Acquisition [Line Items] | |||
Ownership interest | 100.00% | ||
Investor | General Partner | |||
Business Acquisition [Line Items] | |||
Ownership interest | 100.00% | ||
Investor | Limited Partner | |||
Business Acquisition [Line Items] | |||
Ownership interest | 38.30% | ||
Western Refining, Inc. | |||
Business Acquisition [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | ||
Western Acquisition Holdings, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Ownership interest | 100.00% | ||
MergerCo [Member] | |||
Business Acquisition [Line Items] | |||
Ownership interest | 100.00% | ||
Western Refining, Inc. | Merger Agreement December 2015 | |||
Business Acquisition [Line Items] | |||
Merger Agreement, Expected Cash Consideration | $ 862.3 | ||
Number of additional shares outstanding (shares) | 17,200,000 | ||
Norther Tier Unitholders | Merger Agreement December 2015 | |||
Business Acquisition [Line Items] | |||
Cash consideration per unit (in dollars per share) | $ 15 | ||
Equity consideration (in shares) | 0.2986 | ||
Maximum | NTI Public Unitholder | Merger Agreement December 2015 | |||
Business Acquisition [Line Items] | |||
Cash consideration per unit (in dollars per share) | $ 26.06 | ||
Equity consideration (in shares) | 0.7036 |