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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Alon Usa Energy Common Stick | NYSE:ALJ | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 13.32 | 0.00 | 01:00:00 |
|
|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
FOR THE TRANSITION PERIOD FROM __________TO __________
|
Delaware
|
|
74-2966572
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
Large accelerated filer
o
|
|
Accelerated filer
þ
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
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|
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Page
|
ITEM 1.
|
FINANCIAL STATEMENTS.
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
186,129
|
|
|
$
|
136,302
|
|
Accounts and other receivables, net
|
129,369
|
|
|
134,744
|
|
||
Income tax receivable
|
—
|
|
|
32,984
|
|
||
Inventories
|
141,428
|
|
|
130,502
|
|
||
Prepaid expenses and other current assets
|
50,400
|
|
|
36,761
|
|
||
Total current assets
|
507,326
|
|
|
471,293
|
|
||
Equity method investments
|
33,022
|
|
|
33,431
|
|
||
Property, plant and equipment, net
|
1,351,536
|
|
|
1,366,895
|
|
||
Goodwill
|
62,885
|
|
|
62,885
|
|
||
Other assets, net
|
157,435
|
|
|
160,797
|
|
||
Total assets
|
$
|
2,112,204
|
|
|
$
|
2,095,301
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
386,905
|
|
|
$
|
328,561
|
|
Accrued liabilities
|
101,031
|
|
|
100,529
|
|
||
Current portion of long-term debt
|
16,414
|
|
|
16,414
|
|
||
Total current liabilities
|
504,350
|
|
|
445,504
|
|
||
Other non-current liabilities
|
160,788
|
|
|
188,833
|
|
||
Long-term debt
|
499,905
|
|
|
511,552
|
|
||
Deferred income tax liability
|
365,816
|
|
|
366,999
|
|
||
Total liabilities
|
1,530,859
|
|
|
1,512,888
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, par value $0.01, 15,000,000 shares authorized; and no shares issued and outstanding at March 31, 2017 and December 31, 2016
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01, 150,000,000 shares authorized; 71,761,117 and 71,578,093 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively
|
718
|
|
|
716
|
|
||
Additional paid-in capital
|
531,142
|
|
|
530,625
|
|
||
Accumulated other comprehensive loss, net of tax
|
(25,928
|
)
|
|
(26,111
|
)
|
||
Retained earnings
|
12,478
|
|
|
15,878
|
|
||
Total stockholders’ equity
|
518,410
|
|
|
521,108
|
|
||
Non-controlling interest in subsidiaries
|
62,935
|
|
|
61,305
|
|
||
Total equity
|
581,345
|
|
|
582,413
|
|
||
Total liabilities and equity
|
$
|
2,112,204
|
|
|
$
|
2,095,301
|
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net sales (1)
|
$
|
1,150,593
|
|
|
$
|
849,973
|
|
Operating costs and expenses:
|
|
|
|
||||
Cost of sales
|
972,874
|
|
|
735,144
|
|
||
Direct operating expenses
|
64,242
|
|
|
68,617
|
|
||
Selling, general and administrative expenses
|
49,225
|
|
|
48,701
|
|
||
Depreciation and amortization
|
36,547
|
|
|
34,862
|
|
||
Total operating costs and expenses
|
1,122,888
|
|
|
887,324
|
|
||
Gain (loss) on disposition of assets
|
476
|
|
|
(2,088
|
)
|
||
Operating income (loss)
|
28,181
|
|
|
(39,439
|
)
|
||
Interest expense
|
(15,117
|
)
|
|
(18,307
|
)
|
||
Equity earnings (losses) of investees
|
(133
|
)
|
|
378
|
|
||
Other income (loss), net
|
(89
|
)
|
|
72
|
|
||
Income (loss) before income tax expense (benefit)
|
12,842
|
|
|
(57,296
|
)
|
||
Income tax expense (benefit)
|
2,568
|
|
|
(21,236
|
)
|
||
Net income (loss)
|
10,274
|
|
|
(36,060
|
)
|
||
Net income (loss) attributable to non-controlling interest
|
2,947
|
|
|
(523
|
)
|
||
Net income (loss) available to stockholders
|
$
|
7,327
|
|
|
$
|
(35,537
|
)
|
Earnings (loss) per share, basic
|
$
|
0.10
|
|
|
$
|
(0.51
|
)
|
Weighted average shares outstanding, basic (in thousands)
|
71,490
|
|
|
70,143
|
|
||
Earnings (loss) per share, diluted
|
$
|
0.10
|
|
|
$
|
(0.51
|
)
|
Weighted average shares outstanding, diluted (in thousands)
|
71,577
|
|
|
70,143
|
|
||
Cash dividends per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
(1)
|
Includes excise taxes on sales by the retail segment of
$20,725
and
$19,525
for the
three
months ended
March 31, 2017
and
2016
, respectively.
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net income (loss)
|
$
|
10,274
|
|
|
$
|
(36,060
|
)
|
Other comprehensive income (loss):
|
|
|
|
||||
Interest rate derivatives designated as cash flow hedges:
|
|
|
|
||||
Unrealized holding gain (loss) arising during period
|
121
|
|
|
(1,121
|
)
|
||
Loss reclassified to earnings - interest expense
|
172
|
|
|
70
|
|
||
Net gain (loss), before tax
|
293
|
|
|
(1,051
|
)
|
||
Income tax expense (benefit)
|
107
|
|
|
(383
|
)
|
||
Total other comprehensive income (loss), net of tax
|
186
|
|
|
(668
|
)
|
||
Comprehensive income (loss)
|
10,460
|
|
|
(36,728
|
)
|
||
Comprehensive income (loss) attributable to non-controlling interest
|
2,950
|
|
|
(527
|
)
|
||
Comprehensive income (loss) attributable to stockholders
|
$
|
7,510
|
|
|
$
|
(36,201
|
)
|
ALON USA ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, dollars in thousands)
|
|||||||
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
10,274
|
|
|
$
|
(36,060
|
)
|
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
36,547
|
|
|
34,862
|
|
||
Stock compensation
|
901
|
|
|
2,120
|
|
||
Deferred income taxes
|
(1,290
|
)
|
|
(18,511
|
)
|
||
Equity (earnings) losses of investees, net of dividends
|
409
|
|
|
(378
|
)
|
||
Amortization of debt issuance costs
|
787
|
|
|
880
|
|
||
Amortization of original issuance discount
|
1,783
|
|
|
1,634
|
|
||
(Gain) loss on disposition of assets
|
(476
|
)
|
|
2,088
|
|
||
Unrealized loss on commodity swaps
|
—
|
|
|
3,333
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and other receivables, net
|
5,375
|
|
|
(30,748
|
)
|
||
Income tax receivable
|
32,984
|
|
|
3,500
|
|
||
Inventories
|
(10,926
|
)
|
|
4,127
|
|
||
Prepaid expenses and other current assets
|
(13,639
|
)
|
|
(2,980
|
)
|
||
Other assets, net
|
(3,318
|
)
|
|
(3,940
|
)
|
||
Accounts payable
|
11,751
|
|
|
2,997
|
|
||
Accrued liabilities
|
(405
|
)
|
|
7,652
|
|
||
Other non-current liabilities
|
11,726
|
|
|
73
|
|
||
Net cash provided by (used in) operating activities
|
82,483
|
|
|
(29,351
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(13,067
|
)
|
|
(23,446
|
)
|
||
Capital expenditures for turnarounds and catalysts
|
(1,349
|
)
|
|
(16,610
|
)
|
||
Proceeds from disposition of assets
|
1,177
|
|
|
975
|
|
||
Acquisition of California renewable fuels facility
|
—
|
|
|
(7,936
|
)
|
||
Net cash used in investing activities
|
(13,239
|
)
|
|
(47,017
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Dividends paid to stockholders
|
(10,727
|
)
|
|
(10,527
|
)
|
||
Dividends paid to non-controlling interest
|
(67
|
)
|
|
(133
|
)
|
||
Distributions paid to non-controlling interest in the Partnership
|
(1,267
|
)
|
|
(921
|
)
|
||
Taxes paid due to the net settlement of stock-based compensation
|
(368
|
)
|
|
—
|
|
||
RINs financing transactions
|
7,115
|
|
|
51,313
|
|
||
Payments on long-term debt
|
(14,103
|
)
|
|
(4,108
|
)
|
||
Net cash provided by (used in) financing activities
|
(19,417
|
)
|
|
35,624
|
|
||
Net increase (decrease) in cash and cash equivalents
|
49,827
|
|
|
(40,744
|
)
|
||
Cash and cash equivalents, beginning of period
|
136,302
|
|
|
234,127
|
|
||
Cash and cash equivalents, end of period
|
$
|
186,129
|
|
|
$
|
193,383
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for interest, net of capitalized interest
|
$
|
13,355
|
|
|
$
|
16,514
|
|
Refunds received for income tax
|
$
|
(35,469
|
)
|
|
$
|
(3,478
|
)
|
Supplemental disclosure of non-cash activity:
|
|
|
|
||||
Capital expenditures included in accounts payable and accrued liabilities
|
$
|
907
|
|
|
$
|
—
|
|
(1)
|
Basis of Presentation
|
(2)
|
Alon USA Partners, LP
|
|
Cash Available for Distribution per Unit (1)
|
|
Distribution Paid Per Unit
|
|
Total Distribution Paid
|
|
Distributions Paid to Non-Controlling Interest
|
||||
First Quarter 2017
|
0.38
|
|
|
0.11
|
|
|
6,877
|
|
|
1,267
|
|
(1)
|
Represents the aggregate cash available for distribution per unit attributable to the period indicated. This represents the difference between cash available for distribution and distributions paid in the table above.
|
(3)
|
Segment Data
|
|
Refining and
Marketing
|
|
Asphalt
|
|
Retail
|
|
Corporate
|
|
Consolidated
Total
|
||||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
915,629
|
|
|
$
|
44,821
|
|
|
$
|
190,143
|
|
|
$
|
—
|
|
|
$
|
1,150,593
|
|
Intersegment sales (purchases)
|
91,000
|
|
|
(6,883
|
)
|
|
(84,117
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
31,353
|
|
|
1,219
|
|
|
3,291
|
|
|
684
|
|
|
36,547
|
|
|||||
Operating income (loss)
|
24,525
|
|
|
(1,481
|
)
|
|
6,014
|
|
|
(877
|
)
|
|
28,181
|
|
|||||
Turnarounds, catalysts and capital expenditures
|
7,903
|
|
|
1,482
|
|
|
4,945
|
|
|
86
|
|
|
14,416
|
|
|
Refining and
Marketing
|
|
Asphalt
|
|
Retail
|
|
Corporate
|
|
Consolidated
Total
|
||||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
633,503
|
|
|
$
|
53,499
|
|
|
$
|
162,971
|
|
|
$
|
—
|
|
|
$
|
849,973
|
|
Intersegment sales (purchases)
|
63,110
|
|
|
(5,448
|
)
|
|
(57,662
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
29,784
|
|
|
1,260
|
|
|
3,399
|
|
|
419
|
|
|
34,862
|
|
|||||
Operating income (loss)
|
(42,363
|
)
|
|
(648
|
)
|
|
4,182
|
|
|
(610
|
)
|
|
(39,439
|
)
|
|||||
Turnarounds, catalysts and capital expenditures
|
35,169
|
|
|
740
|
|
|
2,711
|
|
|
1,436
|
|
|
40,056
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Refining and marketing
|
$
|
1,742,211
|
|
|
$
|
1,724,982
|
|
Asphalt
|
115,635
|
|
|
111,941
|
|
||
Retail
|
238,524
|
|
|
241,272
|
|
||
Corporate
|
15,834
|
|
|
17,106
|
|
||
Total assets
|
$
|
2,112,204
|
|
|
$
|
2,095,301
|
|
(4)
|
Fair Value
|
•
|
Level 1 - valued based on quoted prices in active markets for identical assets and liabilities;
|
•
|
Level 2 - valued based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability; and
|
•
|
Level 3 - valued based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
As of March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fair value hedges of consigned inventory
|
$
|
—
|
|
|
$
|
17,340
|
|
|
$
|
—
|
|
|
$
|
17,340
|
|
RINs obligation surplus (1)
|
—
|
|
|
6,077
|
|
|
—
|
|
|
6,077
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts (futures and forwards)
|
803
|
|
|
—
|
|
|
—
|
|
|
803
|
|
||||
Interest rate swaps
|
—
|
|
|
1,663
|
|
|
—
|
|
|
1,663
|
|
||||
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fair value hedges of consigned inventory
|
$
|
—
|
|
|
$
|
14,777
|
|
|
$
|
—
|
|
|
$
|
14,777
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts (futures and forwards)
|
1,561
|
|
|
—
|
|
|
—
|
|
|
1,561
|
|
||||
Interest rate swaps
|
—
|
|
|
1,956
|
|
|
—
|
|
|
1,956
|
|
(1)
|
The RINs obligation surplus represents excess RINs received due to the Environmental Protection Agency’s approval of a small refinery exemption for the Krotz Springs refinery from the requirements of the renewable fuel standard for the 2016 calendar year that were held for sale at the balance sheet date.
|
(5)
|
Derivative Financial Instruments
|
|
As of March 31, 2017
|
||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Commodity contracts (futures and forwards)
|
Accounts receivable
|
|
$
|
2,692
|
|
|
Accrued liabilities
|
|
$
|
3,495
|
|
Total derivatives not designated as hedging instruments
|
|
|
2,692
|
|
|
|
|
3,495
|
|
||
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
|
$
|
—
|
|
|
Other non-current liabilities
|
|
$
|
1,663
|
|
Fair value hedges of consigned inventory
|
Other assets
|
|
17,340
|
|
|
|
|
—
|
|
||
Total derivatives designated as hedging instruments
|
|
|
17,340
|
|
|
|
|
1,663
|
|
||
Total derivatives
|
|
|
$
|
20,032
|
|
|
|
|
$
|
5,158
|
|
|
As of December 31, 2016
|
||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Commodity contracts (futures and forwards)
|
Accounts receivable
|
|
$
|
3,602
|
|
|
Accrued liabilities
|
|
$
|
5,163
|
|
Total derivatives not designated as hedging instruments
|
|
|
3,602
|
|
|
|
|
5,163
|
|
||
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
|
$
|
—
|
|
|
Other non-current liabilities
|
|
$
|
1,956
|
|
Fair value hedges of consigned inventory
|
Other assets
|
|
14,777
|
|
|
|
|
—
|
|
||
Total derivatives designated as hedging instruments
|
|
|
14,777
|
|
|
|
|
1,956
|
|
||
Total derivatives
|
|
|
$
|
18,379
|
|
|
|
|
$
|
7,119
|
|
Cash Flow Hedging Relationships
|
|
Gain (Loss) Recognized
in OCI
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
|
|
Gain (Loss) Reclassified
from Accumulated OCI into
Income (Ineffective
Portion and Amount
Excluded from
Effectiveness Testing)
|
||||||||||
|
|
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||||
For the Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
293
|
|
|
Interest expense
|
|
$
|
(172
|
)
|
|
|
|
$
|
—
|
|
Total derivatives
|
|
$
|
293
|
|
|
|
|
$
|
(172
|
)
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For the Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
(1,051
|
)
|
|
Interest expense
|
|
$
|
(70
|
)
|
|
|
|
$
|
—
|
|
Total derivatives
|
|
$
|
(1,051
|
)
|
|
|
|
$
|
(70
|
)
|
|
|
|
$
|
—
|
|
|
|
|
Gain (Loss) Recognized in Income
|
||||||
|
|
|
For the Three Months Ended
|
||||||
|
|
|
March 31,
|
||||||
|
Location
|
|
2017
|
|
2016
|
||||
Fair value hedges of consigned inventory (1)
|
Interest expense
|
|
$
|
2,563
|
|
|
$
|
(1,215
|
)
|
Total derivatives
|
|
|
$
|
2,563
|
|
|
$
|
(1,215
|
)
|
(1)
|
Changes in the fair value hedges are substantially offset in earnings by changes in the hedged items.
|
|
|
|
Gain (Loss) Recognized in Income
|
||||||
|
|
|
For the Three Months Ended
|
||||||
|
|
|
March 31,
|
||||||
|
Location
|
|
2017
|
|
2016
|
||||
Commodity contracts (futures and forwards)
|
Cost of sales
|
|
$
|
(871
|
)
|
|
$
|
5,213
|
|
Commodity contracts (swaps)
|
Cost of sales
|
|
—
|
|
|
366
|
|
||
Total derivatives
|
|
|
$
|
(871
|
)
|
|
$
|
5,579
|
|
|
Gross Amounts of Recognized Assets/Liabilities
|
|
Gross Amounts offset in the Statement of Financial Position
|
|
Net Amounts Presented in the Statement of Financial Position
|
|
Gross Amounts Not offset in the Statement of Financial Position
|
|
Net Amount
|
||||||||||||||
|
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
|||||||||||||||||
As of March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts (futures and forwards)
|
$
|
3,525
|
|
|
$
|
(833
|
)
|
|
$
|
2,692
|
|
|
$
|
(2,692
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
46
|
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value hedges of consigned inventory
|
17,340
|
|
|
—
|
|
|
17,340
|
|
|
—
|
|
|
—
|
|
|
17,340
|
|
||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts (futures and forwards)
|
$
|
4,328
|
|
|
$
|
(833
|
)
|
|
$
|
3,495
|
|
|
$
|
(2,692
|
)
|
|
$
|
—
|
|
|
$
|
803
|
|
Interest rate swaps
|
1,709
|
|
|
(46
|
)
|
|
1,663
|
|
|
—
|
|
|
—
|
|
|
1,663
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts (futures and forwards)
|
$
|
5,169
|
|
|
$
|
(1,567
|
)
|
|
$
|
3,602
|
|
|
$
|
(3,602
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
29
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value hedges of consigned inventory
|
14,777
|
|
|
—
|
|
|
14,777
|
|
|
—
|
|
|
—
|
|
|
14,777
|
|
||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts (futures and forwards)
|
$
|
6,730
|
|
|
$
|
(1,567
|
)
|
|
$
|
5,163
|
|
|
$
|
(3,602
|
)
|
|
$
|
—
|
|
|
$
|
1,561
|
|
Interest rate swaps
|
1,985
|
|
|
(29
|
)
|
|
1,956
|
|
|
—
|
|
|
—
|
|
|
1,956
|
|
(6)
|
Inventories
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Crude oil, refined products, asphalt and blendstocks
|
$
|
69,088
|
|
|
$
|
57,021
|
|
Crude oil consignment inventory (Note 7)
|
10,589
|
|
|
11,708
|
|
||
Materials and supplies
|
29,150
|
|
|
27,826
|
|
||
Store merchandise
|
27,032
|
|
|
26,752
|
|
||
Store fuel
|
5,569
|
|
|
7,195
|
|
||
Total inventories
|
$
|
141,428
|
|
|
$
|
130,502
|
|
(7)
|
Inventory Financing Agreements
|
(8)
|
Property, Plant and Equipment, Net
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Refining facilities
|
$
|
2,013,659
|
|
|
$
|
2,005,015
|
|
Pipelines and terminals
|
43,538
|
|
|
43,538
|
|
||
Retail
|
218,454
|
|
|
214,596
|
|
||
Other
|
26,744
|
|
|
26,657
|
|
||
Property, plant and equipment, gross
|
2,302,395
|
|
|
2,289,806
|
|
||
Accumulated depreciation
|
(950,859
|
)
|
|
(922,911
|
)
|
||
Property, plant and equipment, net
|
$
|
1,351,536
|
|
|
$
|
1,366,895
|
|
(9)
|
Additional Financial Information
|
(a)
|
Other Assets, Net
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Deferred turnaround and catalyst cost
|
$
|
73,527
|
|
|
$
|
79,391
|
|
Environmental receivables (Note 16)
|
2,631
|
|
|
2,762
|
|
||
Intangible assets, net
|
18,832
|
|
|
18,962
|
|
||
Receivable from supply and offtake agreements (Note 7)
|
26,179
|
|
|
26,179
|
|
||
Fair value hedges of consigned inventory (Note 5)
|
17,340
|
|
|
14,777
|
|
||
Other, net
|
18,926
|
|
|
18,726
|
|
||
Total other assets
|
$
|
157,435
|
|
|
$
|
160,797
|
|
(b)
|
Accounts Payable
|
(c)
|
Accrued Liabilities and Other Non-Current Liabilities
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Accrued Liabilities:
|
|
|
|
||||
Taxes other than income taxes, primarily excise taxes
|
$
|
35,865
|
|
|
$
|
41,420
|
|
Employee costs
|
29,870
|
|
|
23,014
|
|
||
Commodity contracts
|
3,495
|
|
|
5,163
|
|
||
Accrued finance charges
|
667
|
|
|
1,866
|
|
||
Environmental accrual (Note 16)
|
4,237
|
|
|
4,237
|
|
||
Other
|
26,897
|
|
|
24,829
|
|
||
Total accrued liabilities
|
$
|
101,031
|
|
|
$
|
100,529
|
|
|
|
|
|
||||
Other Non-Current Liabilities:
|
|
|
|
||||
Pension and other postemployment benefit liabilities, net
|
$
|
50,657
|
|
|
$
|
48,983
|
|
Environmental accrual (Note 16)
|
41,393
|
|
|
41,399
|
|
||
Asset retirement obligations
|
12,644
|
|
|
12,463
|
|
||
Consignment inventory obligations (Note 7)
|
38,513
|
|
|
36,819
|
|
||
Interest rate swaps
|
1,663
|
|
|
1,956
|
|
||
RINs financing transactions
|
—
|
|
|
39,478
|
|
||
Other
|
15,918
|
|
|
7,735
|
|
||
Total other non-current liabilities
|
$
|
160,788
|
|
|
$
|
188,833
|
|
(10)
|
Postretirement Benefits
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Components of net periodic benefit cost:
|
|
|
|
||||
Service cost
|
$
|
976
|
|
|
$
|
952
|
|
Interest cost
|
1,395
|
|
|
1,409
|
|
||
Expected return on plan assets
|
(1,549
|
)
|
|
(1,749
|
)
|
||
Amortization of net loss
|
775
|
|
|
806
|
|
||
Net periodic benefit cost
|
$
|
1,597
|
|
|
$
|
1,418
|
|
(11)
|
Indebtedness
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Term loan credit facilities
|
$
|
282,686
|
|
|
$
|
284,233
|
|
Alon USA, LP Credit Facility
|
—
|
|
|
—
|
|
||
Convertible senior notes
|
138,422
|
|
|
136,602
|
|
||
Retail credit facilities
|
95,211
|
|
|
107,131
|
|
||
Total debt
|
516,319
|
|
|
527,966
|
|
||
Less: Current portion
|
16,414
|
|
|
16,414
|
|
||
Total long-term debt
|
$
|
499,905
|
|
|
$
|
511,552
|
|
(12)
|
Stock-Based Compensation (share values in dollars)
|
|
|
|
|
Weighted
Average
Grant Date
Fair Values
|
|||
Non-vested Shares
|
|
Shares
|
|
(per share)
|
|||
Non-vested at December 31, 2016
|
|
159,634
|
|
|
$
|
12.26
|
|
Granted
|
|
105,448
|
|
|
12.07
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Non-vested at March 31, 2017
|
|
265,082
|
|
|
$
|
12.19
|
|
(13)
|
Equity (share values in dollars)
|
|
|
Total Stockholders’ Equity
|
|
Non-controlling Interest
|
|
Total Equity
|
||||||
Balance at December 31, 2016
|
|
$
|
521,108
|
|
|
$
|
61,305
|
|
|
$
|
582,413
|
|
Other comprehensive income
|
|
183
|
|
|
3
|
|
|
186
|
|
|||
Stock compensation
|
|
519
|
|
|
14
|
|
|
533
|
|
|||
Distributions to non-controlling interest in the Partnership
|
|
—
|
|
|
(1,267
|
)
|
|
(1,267
|
)
|
|||
Dividends
|
|
(10,727
|
)
|
|
(67
|
)
|
|
(10,794
|
)
|
|||
Net income
|
|
7,327
|
|
|
2,947
|
|
|
10,274
|
|
|||
Balance at March 31, 2017
|
|
$
|
518,410
|
|
|
$
|
62,935
|
|
|
$
|
581,345
|
|
(b)
|
Dividends
|
(c)
|
Accumulated Other Comprehensive Loss
|
|
Unrealized Gain (Loss) on Cash Flow Hedges
|
|
Postretirement Benefit Plans
|
|
Total
|
||||||
Balance at December 31, 2016
|
$
|
(1,229
|
)
|
|
$
|
(24,882
|
)
|
|
$
|
(26,111
|
)
|
Other comprehensive income before reclassifications
|
74
|
|
|
—
|
|
|
74
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
109
|
|
|
—
|
|
|
109
|
|
|||
Net current-period other comprehensive income
|
183
|
|
|
—
|
|
|
183
|
|
|||
Balance at March 31, 2017
|
$
|
(1,046
|
)
|
|
$
|
(24,882
|
)
|
|
$
|
(25,928
|
)
|
(14)
|
Earnings (Loss) Per Share
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net income (loss) available to common stockholders
|
$
|
7,327
|
|
|
$
|
(35,537
|
)
|
Weighted average shares outstanding, basic
|
71,490
|
|
|
70,143
|
|
||
Dilutive common stock equivalents
|
87
|
|
|
—
|
|
||
Weighted average shares outstanding, diluted
|
71,577
|
|
|
70,143
|
|
||
Earnings (loss) per share, basic
|
$
|
0.10
|
|
|
$
|
(0.51
|
)
|
Earnings (loss) per share, diluted
|
$
|
0.10
|
|
|
$
|
(0.51
|
)
|
(15)
|
Related Party Transactions
|
(16)
|
Commitments and Contingencies
|
(a)
|
Commitments
|
(b)
|
Contingencies
|
(c)
|
Environmental
|
(17)
|
Subsequent Events
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
•
|
the possibility that the previously announced merger between Delek US Holdings, Inc. and Alon USA Energy, Inc. (“Merger”) may not be consummated in a timely manner, or at all;
|
•
|
the diversion of management in connection with the Merger and our ability to realize the anticipated benefits of the Merger;
|
•
|
changes in general economic conditions and capital markets;
|
•
|
changes in the underlying demand for our products;
|
•
|
the availability, costs and price volatility of crude oil, other refinery feedstocks and refined products;
|
•
|
changes in the spread between West Texas Intermediate (“WTI”) Cushing crude oil and West Texas Sour (“WTS”) crude oil or WTI Midland crude oil;
|
•
|
changes in the spread between WTI Cushing crude oil and Light Louisiana Sweet (“LLS”) crude oil;
|
•
|
changes in the spread between Brent crude oil and WTI Cushing crude oil;
|
•
|
changes in the spread between Brent crude oil and LLS crude oil;
|
•
|
the effects of transactions involving forward contracts and derivative instruments;
|
•
|
actions of customers and competitors;
|
•
|
termination of our Supply and Offtake Agreements with J. Aron & Company (“J. Aron”), which include all of our refineries and certain of our asphalt terminals, under which J. Aron is one of our largest suppliers of crude oil and one of our largest customers of refined products. Additionally, upon termination of the Supply and Offtake Agreements, we are obligated to purchase the crude oil and refined product inventories then owned by J. Aron at then current market prices;
|
•
|
changes in fuel and utility costs incurred by our facilities;
|
•
|
disruptions due to equipment interruption, pipeline disruptions or failures at our or third-party facilities;
|
•
|
the execution of planned capital projects;
|
•
|
adverse changes in the credit ratings assigned to our debt instruments;
|
•
|
the effects and cost of compliance with the renewable fuel standards program, including the availability, cost and price volatility of renewable identification numbers (“RINs”);
|
•
|
the effects of the federal blender’s tax credit on our California renewable fuels facility, including what action, if any, Congress may take with respect to reinstating the blender’s tax credit or when such action might be effective;
|
•
|
the effects and cost of compliance with current and future state and federal environmental, economic, safety and other laws, policies and regulations;
|
•
|
the effects of seasonality on demand for our products;
|
•
|
operating hazards, accidents, fires, severe weather, floods and other natural disasters, casualty losses and other matters beyond our control, which could result in unscheduled downtime;
|
•
|
the effect of any national or international financial crisis on our business and financial condition; and
|
•
|
the other factors discussed in our Annual Report on Form 10-K for the year ended
December 31, 2016
under the caption “Risk Factors.”
|
•
|
Operating income for the
first
quarter of
2017
was
$28.2 million
, compared to operating loss of
$(39.4) million
for the
first
quarter of
2016
.
|
•
|
Combined refinery average throughput for the
first
quarter of
2017
was
155,081
bpd, compared to a combined refinery average throughput of
138,998
bpd for the
first
quarter of
2016
. The Big Spring refinery average throughput for the
first
quarter of
2017
was
77,754
bpd, compared to
67,536
bpd for the
first
quarter of
2016
. The Krotz Springs refinery average throughput for the
first
quarter of
2017
was
77,327
bpd, compared to
71,462
bpd for the
first
quarter of
2016
. During the first quarter of 2017, both of the Big Spring and Krotz Springs refineries reported the highest total quarterly average throughput since their respective acquisitions. The reduced throughput at our Big Spring refinery during the first quarter of 2016 was the result of planned downtime to complete a reformer regeneration and catalyst replacement for our diesel hydrotreater unit. The reduced throughput at the Krotz Springs refinery during the first quarter of 2016 was the result of our election to reduce the crude rate in order to optimize the refinery yield.
|
•
|
Refinery operating margin at the Big Spring refinery was
$10.32
per barrel for the
first
quarter of
2017
compared to
$7.77
per barrel for the same period in
2016
. This increase in operating margin was primarily due to a higher Gulf Coast 3/2/1 crack spread and a widening of the WTI Cushing to WTS spread, partially offset by the increased premium in WTI Midland compared to WTI Cushing, increased RINs costs and a reduced benefit from the contango market environment which increased the cost of crude.
|
•
|
Refinery operating margin at the Krotz Springs refinery was
$5.31
per barrel for the
first
quarter of
2017
compared to
$1.59
per barrel for the same period in
2016
. This increase in operating margin was primarily due to a higher Gulf Coast 2/1/1 high sulfur diesel crack spread and reduced RINs costs, partially offset by the increased premium in WTI Midland compared to WTI Cushing and a reduced benefit from the contango market environment which increased the cost of crude.
|
•
|
In February 2017, the Environmental Protection Agency (“EPA”) approved a small refinery exemption for the Krotz Springs refinery from the requirements of the renewable fuel standard for the 2016 calendar year, resulting in a reduction to RINs expense of $27.7 million in the first quarter of 2017.
|
•
|
The average Gulf Coast 3/2/1 crack spread was
$13.75
per barrel for the
first
quarter of
2017
compared to
$11.24
per barrel for the
first
quarter of
2016
. The average Gulf Coast 2/1/1 high sulfur diesel crack spread for the
first
quarter of
2017
was
$9.74
per barrel compared to
$6.74
per barrel for the
first
quarter of
2016
.
|
•
|
The average WTI Cushing to WTI Midland spread for the
first
quarter of
2017
was
$(0.64)
per barrel compared to
$(0.13)
per barrel for the same period in
2016
. The average WTI Cushing to WTS spread for the
first
quarter of
2017
was
$1.27
per barrel compared to
$(0.10)
per barrel for the same period in
2016
. The average LLS to WTI Cushing spread for the
first
quarter of
2017
was
$1.58
per barrel compared to
$1.60
per barrel for the same period in
2016
. The average Brent to WTI Cushing spread for the
first
quarter of
2017
was
$1.66
per barrel compared to
$0.49
per barrel for the same period in
2016
. The average Brent to LLS spread for the
first
quarter of
2017
was
$(0.13)
per barrel compared to
$(0.89)
per barrel for the same period in
2016
.
|
•
|
The average RINs cost effect on the Big Spring refinery operating margin was
$0.59
per barrel for the
first
quarter of
2017
, compared to
$0.13
per barrel for the same period in
2016
. The average RINs cost effect on the Krotz Springs refinery operating margin, excluding the impact of the 2016 exemption, was
$1.49
per barrel for the
first
quarter of
2017
, compared to
$1.60
per barrel for the same period in
2016
.
|
•
|
The contango environment in the
first
quarter of
2017
created an average cost of crude benefit of
$1.00
per barrel compared to an average cost of crude benefit of
$1.83
per barrel for the same period in
2016
.
|
•
|
Our California renewable fuels facility generated operating income (loss) of
$(2.4) million
for the
first
quarter of
2017
, compared to $7.2 million for the
first
quarter of
2016
. The decrease was primarily due to the expiration of the blender’s tax credit on December 31, 2016.
|
•
|
Asphalt margins in the
first
quarter of
2017
were
$78.45
per ton compared to
$84.16
per ton in the
first
quarter of
2016
.
|
•
|
Retail fuel margins decreased to
19.5 cents
per gallon in the
first
quarter of
2017
from
19.9 cents
per gallon in the
first
quarter of
2016
. Retail fuel sales volume increased to
53.1 million
gallons in the
first
quarter of
2017
from
50.0 million
gallons in the
first
quarter of
2016
.
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(dollars in thousands)
|
||||||
BALANCE SHEET DATA (end of period):
|
|
|
|
||||
Cash and cash equivalents
|
$
|
186,129
|
|
|
$
|
136,302
|
|
Working capital (6)
|
2,976
|
|
|
25,789
|
|
||
Total assets (6)
|
2,112,204
|
|
|
2,095,301
|
|
||
Total debt
|
516,319
|
|
|
527,966
|
|
||
Total debt less cash and cash equivalents
|
330,190
|
|
|
391,664
|
|
||
Total equity
|
581,345
|
|
|
582,413
|
|
(1)
|
Includes excise taxes on sales by the retail segment of
$20,725
and
$19,525
for the
three
months ended
March 31, 2017
and
2016
, respectively.
|
(2)
|
Includes corporate headquarters selling, general and administrative expenses of
$193
and
$191
for the
three
months ended
March 31, 2017
and
2016
, respectively, which are not allocated to our three operating segments.
|
(3)
|
Includes corporate depreciation and amortization of
$684
and
$419
for the
three
months ended
March 31, 2017
and
2016
, respectively, which are not allocated to our three operating segments.
|
(4)
|
Adjusted EBITDA represents earnings before net income (loss) attributable to non-controlling interest, income tax expense (benefit), interest expense, depreciation and amortization and (gain) loss on disposition of assets. Adjusted EBITDA is not a recognized measurement under GAAP; however, the amounts included in Adjusted EBITDA are derived from amounts included in our consolidated financial statements. Our management believes that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. In addition, our management believes that Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of Adjusted EBITDA generally eliminates the effects of net income (loss) attributable to non-controlling interest, income tax expense (benefit), interest expense, (gain) loss on disposition of assets and the accounting effects of capital expenditures and acquisitions, items that may vary for different companies for reasons unrelated to overall operating performance.
|
•
|
Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
|
•
|
Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
|
•
|
Adjusted EBITDA does not reflect the prior claim that non-controlling interest have on the income generated by non-wholly-owned subsidiaries;
|
•
|
Adjusted EBITDA does not reflect changes in or cash requirements for our working capital needs; and
|
•
|
Our calculation of Adjusted EBITDA may differ from EBITDA calculations of other companies in our industry, limiting its usefulness as a comparative measure.
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(dollars in thousands)
|
||||||
Net income (loss) available to stockholders
|
$
|
7,327
|
|
|
$
|
(35,537
|
)
|
Net income (loss) attributable to non-controlling interest
|
2,947
|
|
|
(523
|
)
|
||
Income tax expense (benefit)
|
2,568
|
|
|
(21,236
|
)
|
||
Interest expense
|
15,117
|
|
|
18,307
|
|
||
Depreciation and amortization
|
36,547
|
|
|
34,862
|
|
||
(Gain) loss on disposition of assets
|
(476
|
)
|
|
2,088
|
|
||
Adjusted EBITDA
|
$
|
64,030
|
|
|
$
|
(2,039
|
)
|
(5)
|
Includes corporate capital expenditures of
$86
and
$1,436
for the
three
months ended
March 31, 2017
and
2016
, respectively, which are not allocated to our three operating segments.
|
(6)
|
During the three months ended March 31, 2017, we adopted the FASB’s recently issued accounting guidance simplifying the presentation of deferred income taxes. As a result of adopting this guidance, our current deferred income tax asset that had previously been included as a current asset in our consolidated balance sheets has been reclassified as a reduction of our non-current deferred income tax liability. These changes have been applied retrospectively to all periods presented.
|
REFINING AND MARKETING SEGMENT
|
|
|
|
||||
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(dollars in thousands, except per barrel data and pricing statistics)
|
||||||
STATEMENTS OF OPERATIONS DATA:
|
|
|
|
||||
Net sales (1)
|
$
|
1,006,629
|
|
|
$
|
696,613
|
|
Operating costs and expenses:
|
|
|
|
||||
Cost of sales
|
871,482
|
|
|
626,036
|
|
||
Direct operating expenses
|
57,654
|
|
|
62,793
|
|
||
Selling, general and administrative expenses
|
21,617
|
|
|
18,275
|
|
||
Depreciation and amortization
|
31,353
|
|
|
29,784
|
|
||
Total operating costs and expenses
|
982,106
|
|
|
736,888
|
|
||
Gain (loss) on disposition of assets
|
2
|
|
|
(2,088
|
)
|
||
Operating income (loss)
|
$
|
24,525
|
|
|
$
|
(42,363
|
)
|
KEY OPERATING STATISTICS:
|
|
|
|
||||
Per barrel of throughput:
|
|
|
|
||||
Refinery operating margin – Big Spring (2)
|
$
|
10.32
|
|
|
$
|
7.77
|
|
Refinery operating margin – Krotz Springs (2)
|
5.31
|
|
|
1.59
|
|
||
California renewable fuels operating margin (3)
|
14.96
|
|
|
153.64
|
|
||
Refinery direct operating expense – Big Spring (4)
|
3.54
|
|
|
4.07
|
|
||
Refinery direct operating expense – Krotz Springs (4)
|
3.21
|
|
|
3.83
|
|
||
California renewable fuels direct operating expense (4)
|
14.56
|
|
|
56.41
|
|
||
Capital expenditures
|
$
|
6,554
|
|
|
$
|
18,559
|
|
Capital expenditures for turnarounds and catalysts
|
1,349
|
|
|
16,610
|
|
||
PRICING STATISTICS:
|
|
|
|
||||
Crack spreads (3/2/1) (per barrel):
|
|
|
|
||||
Gulf Coast
|
$
|
13.75
|
|
|
$
|
11.24
|
|
Crack spreads (2/1/1) (per barrel):
|
|
|
|
||||
Gulf Coast high sulfur diesel
|
$
|
9.74
|
|
|
$
|
6.74
|
|
WTI Cushing crude oil (per barrel)
|
$
|
51.78
|
|
|
$
|
33.30
|
|
Crude oil differentials (per barrel):
|
|
|
|
||||
WTI Cushing less WTI Midland
|
$
|
(0.64
|
)
|
|
$
|
(0.13
|
)
|
WTI Cushing less WTS
|
1.27
|
|
|
(0.10
|
)
|
||
LLS less WTI Cushing
|
1.58
|
|
|
1.60
|
|
||
Brent less WTI Cushing
|
1.66
|
|
|
0.49
|
|
||
Brent less LLS
|
(0.13
|
)
|
|
(0.89
|
)
|
||
Product price (dollars per gallon):
|
|
|
|
||||
Gulf Coast unleaded gasoline
|
$
|
1.56
|
|
|
$
|
1.07
|
|
Gulf Coast ultra-low sulfur diesel
|
1.57
|
|
|
1.03
|
|
||
Gulf Coast high sulfur diesel
|
1.45
|
|
|
0.91
|
|
||
Natural gas (per MMBtu)
|
3.07
|
|
|
1.98
|
|
THROUGHPUT AND PRODUCTION DATA:
BIG SPRING REFINERY
|
For the Three Months Ended
|
||||||||||
March 31,
|
|||||||||||
|
2017
|
|
2016
|
||||||||
|
bpd
|
|
%
|
|
bpd
|
|
%
|
||||
Refinery throughput:
|
|
|
|
|
|
|
|
||||
WTS crude
|
30,301
|
|
|
39.0
|
|
|
36,554
|
|
|
54.1
|
|
WTI crude
|
42,877
|
|
|
55.1
|
|
|
27,760
|
|
|
41.1
|
|
Blendstocks
|
4,576
|
|
|
5.9
|
|
|
3,222
|
|
|
4.8
|
|
Total refinery throughput (5)
|
77,754
|
|
|
100.0
|
|
|
67,536
|
|
|
100.0
|
|
Refinery production:
|
|
|
|
|
|
|
|
||||
Gasoline
|
38,690
|
|
|
49.9
|
|
|
34,100
|
|
|
50.5
|
|
Diesel/jet
|
28,871
|
|
|
37.2
|
|
|
22,682
|
|
|
33.6
|
|
Asphalt
|
2,893
|
|
|
3.7
|
|
|
3,148
|
|
|
4.6
|
|
Petrochemicals
|
4,530
|
|
|
5.8
|
|
|
3,617
|
|
|
5.3
|
|
Other
|
2,633
|
|
|
3.4
|
|
|
4,027
|
|
|
6.0
|
|
Total refinery production (6)
|
77,617
|
|
|
100.0
|
|
|
67,574
|
|
|
100.0
|
|
Refinery utilization (7)
|
|
|
100.2
|
%
|
|
|
|
93.2
|
%
|
THROUGHPUT AND PRODUCTION DATA:
KROTZ SPRINGS REFINERY
|
For the Three Months Ended
|
||||||||||
March 31,
|
|||||||||||
|
2017
|
|
2016
|
||||||||
|
bpd
|
|
%
|
|
bpd
|
|
%
|
||||
Refinery throughput:
|
|
|
|
|
|
|
|
||||
WTI crude
|
22,633
|
|
|
29.3
|
|
|
13,797
|
|
|
19.3
|
|
Gulf Coast sweet crude
|
49,958
|
|
|
64.6
|
|
|
49,350
|
|
|
69.1
|
|
Blendstocks
|
4,736
|
|
|
6.1
|
|
|
8,315
|
|
|
11.6
|
|
Total refinery throughput (5)
|
77,327
|
|
|
100.0
|
|
|
71,462
|
|
|
100.0
|
|
Refinery production:
|
|
|
|
|
|
|
|
||||
Gasoline
|
38,255
|
|
|
48.7
|
|
|
36,274
|
|
|
49.7
|
|
Diesel/jet
|
30,772
|
|
|
39.1
|
|
|
26,989
|
|
|
37.0
|
|
Heavy Oils
|
1,244
|
|
|
1.6
|
|
|
1,534
|
|
|
2.1
|
|
Other
|
8,339
|
|
|
10.6
|
|
|
8,157
|
|
|
11.2
|
|
Total refinery production (6)
|
78,610
|
|
|
100.0
|
|
|
72,954
|
|
|
100.0
|
|
Refinery utilization (7)
|
|
|
98.1
|
%
|
|
|
|
85.3
|
%
|
THROUGHPUT AND PRODUCTION DATA:
CALIFORNIA RENEWABLE FUELS FACILITY
|
For the Three Months Ended
|
||||||||||
March 31,
|
|||||||||||
|
2017
|
|
2016
|
||||||||
|
bpd
|
|
%
|
|
bpd
|
|
%
|
||||
Throughput:
|
|
|
|
|
|
|
|
||||
Tallow/vegetable oils
|
2,361
|
|
|
88.5
|
|
|
2,606
|
|
|
100.0
|
|
Other
|
305
|
|
|
11.5
|
|
|
—
|
|
|
—
|
|
Total throughput (5)
|
2,666
|
|
|
100.0
|
|
|
2,606
|
|
|
100.0
|
|
Production:
|
|
|
|
|
|
|
|
||||
Renewable gasoline
|
300
|
|
|
11.5
|
|
|
—
|
|
|
—
|
|
Renewable diesel
|
2,107
|
|
|
80.6
|
|
|
1,994
|
|
|
81.0
|
|
Renewable jet
|
150
|
|
|
5.7
|
|
|
260
|
|
|
10.6
|
|
Naphtha
|
57
|
|
|
2.2
|
|
|
208
|
|
|
8.4
|
|
Total production (6)
|
2,614
|
|
|
100.0
|
|
|
2,462
|
|
|
100.0
|
|
(1)
|
Net sales include intersegment sales to our asphalt and retail segments at prices which approximate wholesale market prices. These intersegment sales are eliminated through consolidation of our financial statements.
|
(2)
|
Refinery operating margin is a per barrel measurement calculated by dividing the margin between net sales and cost of sales (exclusive of certain adjustments) attributable to each refinery by the refinery’s throughput volumes. Industry-wide refining results are driven and measured by the margins between refined product prices and the prices for crude oil, which are referred to as crack spreads. We compare our refinery operating margins to these crack spreads to assess our operating performance relative to other participants in our industry.
|
(3)
|
The California renewable fuels facility operating margin is a per barrel measurement calculated by dividing the facility’s margin between net sales and cost of sales by the facility’s throughput volumes. Included in net sales are environmental credits in the form of RINs, low-carbon fuel standards credits and blender’s tax credits, when effective, generated by the facility.
|
(4)
|
Refinery direct operating expense is a per barrel measurement calculated by dividing direct operating expenses at our refineries by the applicable refinery’s total throughput volumes.
|
(5)
|
Total refinery throughput represents the total barrels per day of crude oil and blendstock inputs in the refinery production process. Total throughput for the California renewable fuels facility represents the total barrels per day of tallow and vegetable oils used by the facility for the period following March 1, 2016.
|
(6)
|
Total refinery production represents the barrels per day of various products produced from processing crude and other refinery feedstocks through the crude units and other conversion units at the refineries. Total production for the California renewable fuels facility represents the total barrels per day produced from processing tallow and vegetable oils through the facility’s units for the period following March 1, 2016.
|
(7)
|
Refinery utilization represents average daily crude oil throughput divided by crude oil capacity, excluding planned periods of downtime for maintenance and turnarounds.
|
ASPHALT SEGMENT
|
|
|
|
||||
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(dollars in thousands, except per ton data)
|
||||||
STATEMENTS OF OPERATIONS DATA:
|
|
|
|
||||
Net sales (1)
|
$
|
44,821
|
|
|
$
|
53,499
|
|
Operating costs and expenses:
|
|
|
|
||||
Cost of sales (1) (2)
|
36,283
|
|
|
43,865
|
|
||
Direct operating expenses
|
6,588
|
|
|
5,824
|
|
||
Selling, general and administrative expenses
|
2,212
|
|
|
3,198
|
|
||
Depreciation and amortization
|
1,219
|
|
|
1,260
|
|
||
Total operating costs and expenses
|
46,302
|
|
|
54,147
|
|
||
Operating loss (5)
|
$
|
(1,481
|
)
|
|
$
|
(648
|
)
|
KEY OPERATING STATISTICS:
|
|
|
|
||||
Blended asphalt sales volume (tons in thousands) (3)
|
65
|
|
|
85
|
|
||
Non-blended asphalt sales volume (tons in thousands) (4)
|
22
|
|
|
29
|
|
||
Blended asphalt sales price per ton (3)
|
$
|
427.98
|
|
|
$
|
413.78
|
|
Non-blended asphalt sales price per ton (4)
|
163.86
|
|
|
145.17
|
|
||
Asphalt margin per ton (5)
|
78.45
|
|
|
84.16
|
|
||
Capital expenditures
|
$
|
1,482
|
|
|
$
|
740
|
|
(1)
|
Net sales and cost of sales include asphalt purchases sold as part of a supply and offtake arrangement of $
13,397
and
$14,118
for the
three
months ended
March 31, 2017
and
2016
, respectively. The volumes associated with these sales are excluded from the Key Operating Statistics.
|
(2)
|
Cost of sales includes intersegment purchases of asphalt blends from our refining and marketing segment at prices which approximate wholesale market prices. These intersegment purchases are eliminated through consolidation of our financial statements.
|
(3)
|
Blended asphalt represents base material asphalt that has been blended with other materials necessary to sell the asphalt as a finished product.
|
(4)
|
Non-blended asphalt represents base material asphalt and other components that require additional blending before being sold as a finished product.
|
(5)
|
Asphalt margin is a per ton measurement calculated by dividing the margin between net sales and cost of sales by the total sales volume. Asphalt margins are used in the asphalt industry to measure operating results related to asphalt sales.
|
RETAIL SEGMENT
|
|
|
|
||||
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(dollars in thousands, except per gallon data)
|
||||||
STATEMENTS OF OPERATIONS DATA:
|
|
|
|
||||
Net sales (1)
|
$
|
190,143
|
|
|
$
|
162,971
|
|
Operating costs and expenses:
|
|
|
|
||||
Cost of sales (2)
|
156,109
|
|
|
128,353
|
|
||
Selling, general and administrative expenses
|
25,203
|
|
|
27,037
|
|
||
Depreciation and amortization
|
3,291
|
|
|
3,399
|
|
||
Total operating costs and expenses
|
184,603
|
|
|
158,789
|
|
||
Gain on disposition of assets
|
474
|
|
|
—
|
|
||
Operating income
|
$
|
6,014
|
|
|
$
|
4,182
|
|
KEY OPERATING STATISTICS:
|
|
|
|
||||
Number of stores (end of period) (3)
|
304
|
|
|
309
|
|
||
Retail fuel sales (thousands of gallons)
|
53,101
|
|
|
50,005
|
|
||
Retail fuel sales (thousands of gallons per site per month) (3)
|
60
|
|
|
56
|
|
||
Retail fuel margin (cents per gallon) (4)
|
19.5
|
|
|
19.9
|
|
||
Retail fuel sales price (dollars per gallon) (5)
|
$
|
2.14
|
|
|
$
|
1.70
|
|
Merchandise sales
|
$
|
76,332
|
|
|
$
|
77,825
|
|
Merchandise sales (per site per month) (3)
|
$
|
84
|
|
|
$
|
84
|
|
Merchandise margin (6)
|
30.9
|
%
|
|
31.5
|
%
|
||
Capital expenditures
|
$
|
4,945
|
|
|
$
|
2,711
|
|
(1)
|
Includes excise taxes on sales of
$20,725
and
$19,525
for the
three
months ended
March 31, 2017
and
2016
, respectively.
|
(2)
|
Cost of sales includes intersegment purchases of motor fuels from our refining and marketing segment at prices which approximate wholesale market prices. These intersegment purchases are eliminated through consolidation of our financial statements.
|
(3)
|
At
March 31, 2017
, we had
304
retail convenience stores of which
294
sold fuel. At
March 31, 2016
, we had
309
retail convenience stores of which
298
sold fuel.
|
(4)
|
Retail fuel margin represents the difference between retail fuel sales revenue and the net cost of purchased retail fuel, including transportation costs and associated excise taxes, expressed on a cents-per-gallon basis. Retail fuel margins are frequently used in the retail industry to measure operating results related to retail fuel sales.
|
(5)
|
Retail fuel sales price per gallon represents the average sales price for retail fuels sold through our retail convenience stores.
|
(6)
|
Merchandise margin represents the difference between merchandise sales revenues and the delivered cost of merchandise purchases, net of rebates and commissions, expressed as a percentage of merchandise sales revenues. Merchandise margins, also referred to as in-store margins, are commonly used in the retail industry to measure in-store, or non-fuel, operating results.
|
|
For the Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(dollars in thousands)
|
||||||
Cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
82,483
|
|
|
$
|
(29,351
|
)
|
Investing activities
|
(13,239
|
)
|
|
(47,017
|
)
|
||
Financing activities
|
(19,417
|
)
|
|
35,624
|
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
49,827
|
|
|
$
|
(40,744
|
)
|
Description
|
|
Contract Volume
|
|
Wtd Avg Purchase
|
|
Wtd Avg Sales
|
|
Contract
|
|
Market
|
|
Gain
|
|||||||||||
of Activity
|
|
(barrels)
|
|
Price/BBL
|
|
Price/BBL
|
|
Value
|
|
Value
|
|
(
Loss
)
|
|||||||||||
|
|
|
|
|
|
|
|
(in thousands)
|
|||||||||||||||
Forwards-long (Crude)
|
|
157,895
|
|
|
$
|
50.36
|
|
|
$
|
—
|
|
|
$
|
7,952
|
|
|
$
|
8,098
|
|
|
$
|
146
|
|
Forwards-short (Crude)
|
|
(539,778
|
)
|
|
—
|
|
|
58.05
|
|
|
(31,332
|
)
|
|
(32,066
|
)
|
|
(734
|
)
|
|||||
Forwards-long (Gasoline)
|
|
61,275
|
|
|
62.81
|
|
|
—
|
|
|
3,849
|
|
|
4,104
|
|
|
255
|
|
|||||
Forwards-short (Gasoline)
|
|
(336,962
|
)
|
|
—
|
|
|
64.97
|
|
|
(21,894
|
)
|
|
(23,008
|
)
|
|
(1,114
|
)
|
|||||
Forwards-long (Distillate)
|
|
239,265
|
|
|
59.26
|
|
|
—
|
|
|
14,178
|
|
|
15,019
|
|
|
841
|
|
|||||
Forwards-short (Distillate)
|
|
(375,437
|
)
|
|
—
|
|
|
65.52
|
|
|
(24,597
|
)
|
|
(25,762
|
)
|
|
(1,165
|
)
|
|||||
Forwards-short (Jet)
|
|
(62,321
|
)
|
|
—
|
|
|
63.29
|
|
|
(3,944
|
)
|
|
(4,029
|
)
|
|
(85
|
)
|
|||||
Forwards-long (Slurry)
|
|
49,181
|
|
|
36.05
|
|
|
—
|
|
|
1,773
|
|
|
1,804
|
|
|
31
|
|
|||||
Forwards-long (Catfeed)
|
|
135,003
|
|
|
61.80
|
|
|
—
|
|
|
8,343
|
|
|
8,763
|
|
|
420
|
|
|||||
Forwards-short (Catfeed)
|
|
(171,157
|
)
|
|
—
|
|
|
61.80
|
|
|
(10,577
|
)
|
|
(11,109
|
)
|
|
(532
|
)
|
|||||
Forwards-long (Slop)
|
|
16,630
|
|
|
39.67
|
|
|
—
|
|
|
660
|
|
|
683
|
|
|
23
|
|
|||||
Forwards-short (Slop)
|
|
(26,380
|
)
|
|
—
|
|
|
41.31
|
|
|
(1,090
|
)
|
|
(1,127
|
)
|
|
(37
|
)
|
|||||
Forwards-short (Propane)
|
|
(10,000
|
)
|
|
—
|
|
|
24.68
|
|
|
(247
|
)
|
|
(252
|
)
|
|
(5
|
)
|
|||||
Forwards-long (Butane)
|
|
8,376
|
|
|
32.37
|
|
|
—
|
|
|
271
|
|
|
264
|
|
|
(7
|
)
|
|||||
Forwards-short (Asphalt)
|
|
(208,091
|
)
|
|
—
|
|
|
45.29
|
|
|
(9,424
|
)
|
|
(9,729
|
)
|
|
(305
|
)
|
|||||
Futures-long (Crude)
|
|
627,000
|
|
|
50.33
|
|
|
—
|
|
|
31,557
|
|
|
31,726
|
|
|
169
|
|
|||||
Futures-long (Gasoline)
|
|
340,000
|
|
|
69.03
|
|
|
—
|
|
|
23,470
|
|
|
24,319
|
|
|
849
|
|
|||||
Futures-short (Gasoline)
|
|
(91,000
|
)
|
|
—
|
|
|
68.98
|
|
|
(6,277
|
)
|
|
(6,509
|
)
|
|
(232
|
)
|
|||||
Futures-long (Distillate)
|
|
460,000
|
|
|
64.46
|
|
|
—
|
|
|
29,652
|
|
|
30,421
|
|
|
769
|
|
|||||
Futures-short (Distillate)
|
|
(118,000
|
)
|
|
—
|
|
|
65.37
|
|
|
(7,714
|
)
|
|
(7,804
|
)
|
|
(90
|
)
|
Exhibit
|
|
|
Number
|
|
Description of Exhibit
|
2.1
|
|
Second Amendment to Agreement and Plan of Merger, dated as of April 21, 2017, by and among Alon USA Energy, Inc., Delek US Holdings, Inc., Dione Mergeco, Inc., Astro Mergeco, Inc., and Delek Holdco, Inc.
|
31.1
|
|
Certification of Chief Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Chief Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
The following financial information from Alon USA Energy, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Financial Statements.
|
|
|
Alon USA Energy, Inc.
|
|
Date:
|
May 8, 2017
|
By:
|
/s/ Alan Moret
|
|
|
|
Alan Moret
|
|
|
|
Interim Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
May 8, 2017
|
By:
|
/s/ Shai Even
|
|
|
|
Shai Even
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Accounting Officer)
|
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