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8-K - 8-K - Delek Logistics Partners, LPdkl-8kxearningsreleasex114.htm
Delek Logistics Partners, LP Reports
Third Quarter 2014 Results

EBITDA increased 28% year-over-year to $21.2 million
Acquired logistics assets in east Texas in October
Declared third quarter distribution per LP unit increased 21% year over year

BRENTWOOD, Tenn., Nov. 4, 2014 (BUSINESS WIRE) -- Delek Logistics Partners, LP (NYSE: DKL) ("Delek Logistics") today announced its financial results for the third quarter 2014. For the three months ended September 30, 2014, Delek Logistics reported net income attributable to all partners of $15.1 million, or $0.59 per diluted limited partner unit. This compares to net income attributable to all partners of $12.5 million, or $0.51 per diluted limited partner unit in the third quarter 2013. Distributable cash flow was $17.7 million in the third quarter 2014, compared to $13.4 million in the prior-year period.

Uzi Yemin, Chairman and Chief Executive Officer of Delek Logistics' general partner, remarked: “We increased our distributable cash flow by approximately 32% on a year-over-year basis as our results benefited from increased volumes in our Lion Pipeline System, improved margins in the west Texas wholesale business and acquisitions we have completed over the past year."

Yemin continued, "We are in the process of improving the efficiency of our Tyler, Texas terminal and we purchased our third terminal in east Texas in October. These steps will allow us to better support the expected Delek US expansion of its Tyler refinery that Delek US anticipates to be completed in the first quarter 2015. We believe we are on track to meet our previously discussed goal from the second quarter to add approximately $25 million to $35 million of annual incremental EBITDA to our operations by the end of the first quarter 2015, which includes an anticipated increase in EBITDA from the Paline pipeline in 2015. Our distributable cash flow coverage ratio was 1.4 times for the third quarter and we believe we have the financial flexibility to support continued growth in both our operations and distributions going forward."

Distribution and Liquidity Update

On October 24, 2014, Delek Logistics declared a quarterly cash distribution for the third quarter of approximately $12.4 million, or $0.490 per limited partner unit. This distribution, which is payable on November 14, 2014, equates to $1.96 per limited partner unit on an annualized basis. This represents a 3.2 percent increase from the second quarter 2014 distribution of $0.475 per limited partner unit, or $1.90 per limited partner unit on an annualized basis, and a 21.0 percent increase over Delek Logistics’ third quarter 2013 distribution of $0.405 per limited partner unit, or $1.62 per limited partner unit annualized.

As of September 30, 2014, Delek Logistics had a cash balance of $0.7 million and total debt was $230.0 million. Availability under the $400.0 million credit facility was $157.0 million.

Financial Results

Results in the third quarter 2014 benefited from several acquisitions that were completed during the past year. Additional information regarding the acquisitions is discussed in the segment review. For accounting purposes, the expenses from operations prior to the Tyler and El Dorado tank farm and product terminal acquisitions in late July 2013 and February 2014, respectively, are attributed to their respective predecessor periods. For purposes of comparison, results discussed in the text of this press release exclude predecessor costs during the respective periods. However, these costs are shown in the financial statements and a



reconciliation is provided in the tables attached to this release.

Revenue for the third quarter 2014 was $228.0 million and contribution margin was $23.7 million, which compares to revenue of $243.3 million and a contribution margin of $18.4 million in the third quarter 2013. Total operating expenses were $10.2 million compared to $6.6 million in the third quarter 2013. Operating expenses increased year-over-year primarily due to acquisitions and employee related expenses. General and administrative expenses, which were $2.5 million for the third quarter 2014, compared to $1.8 million in the prior-year period, increased primarily due to acquisitions. For the third quarter 2014, earnings before interest, taxes, depreciation and amortization, (“EBITDA”) was $21.2 million, which is an increase from $16.6 million in the prior year period. On a sequential basis, overall financial performance declined from a record level in the second quarter 2014 primarily due to a lower gross margin per barrel in the west Texas business.

Wholesale Marketing and Terminalling Segment

Contribution margin for the Wholesale Marketing and Terminalling segment was $8.6 million in the third quarter 2014, compared to $7.7 million in the third quarter 2013.

In west Texas, throughput was 17,923 barrels per day compared to 18,966 barrels per day in the third quarter 2013. However, the wholesale gross margin per barrel in west Texas increased on a year-over-year basis to $2.20 and included approximately $1.2 million, or $0.74 per barrel from renewable identification numbers (RINs) generated in the quarter. During the third quarter 2013, the wholesale gross margin per barrel was $1.63 and included $2.0 million from RINs, or $1.13 per barrel. On a sequential basis, the gross margin per barrel declined from a record level of $6.52 in the second quarter 2014 as a refinery in the area returned to production after a turnaround performed during the second quarter 2014, resulting in a less favorable supply/demand balance in the third quarter 2014.

The Tyler, Texas terminal purchased in late July 2013, the North Little Rock, Arkansas terminal purchased in October 2013 and the El Dorado, Arkansas terminal purchased in February 2014, also contributed to this increase in contribution margin from the third quarter 2013. Terminalling throughput volume of 95,024 barrels per day during the quarter increased on a year-over-year basis from 74,024 barrels per day in the third quarter 2013. During the third quarter 2014, volume under the east Texas marketing agreement with Delek US was 59,659 barrels per day compared to 61,698 barrels per day during the third quarter 2013.

Pipelines and Transportation Segment

The Pipeline and Transportation segment's third quarter 2014 contribution margin of $15.1 million improved from $10.8 million in the third quarter 2013. This increase is primarily attributed to storage fees associated with the El Dorado tank farm purchased in February 2014 and the Tyler tank farm purchased in late July 2013. Also, volumes on the Lion Pipeline System were higher on a year-over-year basis as Delek US' El Dorado refinery increased throughput following the turnaround that it completed during the first quarter 2014. Crude oil (non-gathered) transported on the Lion Pipeline system increased to 57,254 barrels per day in the third quarter 2014 from 47,675 barrels per day in the prior year period. Refined product volume on this system experienced a similar increase.

Recent Acquisitions
On October 1, 2014 an affiliate of Delek Logistics purchased a set of logistics assets from affiliates of Magellan Midstream Partners, L.P. for $11.1 million in cash, including $1.1 million of inventory. These assets include a light products terminal in Mount Pleasant, Texas, a light products storage facility in Greenville, Texas, and a pipeline connecting these two locations. The transaction was financed with cash on hand and



borrowings under Delek Logistics’ revolving credit facility. By the end of 2015, these assets are expected to achieve annualized earnings before interest, taxes, depreciation and amortization (“EBITDA”) of approximately $1.4 million.



Third Quarter 2014 Results | Conference Call Information

Delek Logistics will hold a conference call to discuss its third quarter 2014 results on November 5, 2014 at 9:00 a.m. Central Time. Investors will have the opportunity to listen to the conference call live by going to www.DelekLogistics.com. Participants are encouraged to register at least 15 minutes early to download and install any necessary software. For those who cannot listen to the live broadcast, a telephonic replay will be available through February 6, 2015 by dialing (855) 859-2056, passcode 17066617. An archived version of the replay will also be available at www.DelekLogistics.com for 90 days.

Investors may also wish to listen to Delek US’ (NYSE: DK) third quarter 2014 earnings conference call on November 6, 2014 and review Delek US’ earnings press release. Market trends and information disclosed by Delek US may be relevant to Delek Logistics, as it is a consolidated subsidiary of Delek US. Investors can find information related to Delek US and the timing of its earnings release online by going to www.DelekUS.com.

About Delek Logistics Partners, LP

Delek Logistics Partners, LP, headquartered in Brentwood, Tennessee, was formed by Delek US Holdings, Inc. (NYSE: DK) to own, operate, acquire and construct crude oil and refined products logistics and marketing assets.

Safe Harbor Provisions Regarding Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of the federal securities laws. These statements contain words such as “possible,” “believe,” “should,” “could,” “would,” “predict,” “plan,” “estimate,” “intend,” “may,” “anticipate,” “will,” “if,” “expect” or similar expressions, as well as statements in the future tense, and can be impacted by numerous factors, including the fact that a substantial majority of Delek Logistics' contribution margin is derived from Delek US Holdings, thereby subjecting us to Delek US Holdings' business risks; risks relating to the securities markets generally; risks relating to the age of our assets and operational hazards of our assets including, without limitation, releases, spills and other hazards inherent in transporting and storing crude oil and intermediate and finished petroleum products; the impact of adverse market conditions affecting the business of Delek Logistics; adverse changes in laws including with respect to tax and regulatory matters and other risks as disclosed in our annual report on Form 10-K, quarterly reports on Form 10-Q and other reports and filings with the United States Securities and Exchange Commission. There can be no assurance that actual results will not differ from those expected by management or described in forward-looking statements of Delek Logistics. Delek Logistics undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or which Delek Logistics becomes aware of, after the date hereof.

Factors Affecting Comparability:

The following tables present financial and operational information for the three and nine months ended September 30, 2014 and 2013. On July 26, 2013, Delek Logistics acquired from Delek US substantially all of the active storage tanks and the product terminal at Delek US' Tyler, Texas refinery (the "Tyler Assets"). On February 10, 2014, Delek Logistics acquired substantially all of the active storage tanks and product terminal located at Delek US' El Dorado refinery (the "El Dorado Assets"). Both the Tyler Assets and El Dorado Assets were accounted for as transfers between entities under common control. Accordingly, the accompanying financial statements of the Partnership have been retrospectively adjusted to include the historical results of the Tyler Assets and El Dorado Assets. For all periods presented through July 26, 2013, the date of the Tyler Asset acquisition, and February 10, 2014, the acquisition date of the El Dorado Assets,



the retrospective adjustments were made to the financial statements. The historical results of the Tyler and El Dorado assets, prior to each acquisition date, are referred to as the "Predecessors".

Non-GAAP Disclosures:
EBITDA and distributable cash flow are non-U.S. GAAP supplemental financial measures that management and external users of our combined financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:
      
Delek Logistics' operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of EBITDA, financing methods;
 
the ability of our assets to generate sufficient cash flow to make distributions to Delek Logistics' unitholders;
 
Delek Logistics' ability to incur and service debt and fund capital expenditures; and
 
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

Delek Logistics believes that the presentation of EBITDA and distributable cash flow provide useful information to investors in assessing its financial condition, its results of operations and cash flow its business is generating. EBITDA and distributable cash flow should not be considered as alternatives to net income, operating income, cash from operations or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all items that affect net income and net cash provided by operating activities. Additionally, because EBITDA and distributable cash flow may be defined differently by other partnerships in its industry, Delek Logistics' definitions of EBITDA and distributable cash flow may not be comparable to similarly titled measures of other partnerships, thereby diminishing their utility. Please see the tables below for a reconciliation of EBITDA and distributable cash flow to their most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.















Delek Logistics Partners, LP
 
 
 
 
Reconciliation of Amounts Reported Under U.S. GAAP
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
($ in thousands)
 
2014
 
2013(2)
 
2014 (1)
 
2013 (2)
Reconciliation of EBITDA to net income:
 
 
 
 
 
 
 
 
Net income
 
$
15,085

 
$
9,485

 
$
50,568

 
$
23,329

Add:
 
 
 
 
 
 
 
 
Income taxes
 
177

 
307

 
605

 
547

Depreciation and amortization
 
3,749

 
3,141

 
10,758

 
9,966

Interest expense, net
 
2,226

 
1,194

 
6,551

 
2,763

EBITDA
 
$
21,237

 
$
14,127

 
$
68,482

 
$
36,605

 
 
 
 
 
 
 
 
 
Reconciliation of EBITDA to net cash provided by operating activities:
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
20,129

 
$
17,397

 
$
64,929

 
$
29,611

Amortization of unfavorable contract liability to revenue
 
668

 
622

 
2,002

 
1,956

Amortization of deferred financing costs
 
(317
)
 
(187
)
 
(951
)
 
(560
)
Accretion of asset retirement obligations
 
(58
)
 
(20
)
 
(267
)
 
(169
)
Deferred taxes
 
(29
)
 
(59
)
 
(81
)
 
(42
)
Loss on asset disposals
 

 

 
(74
)
 

Unit-based compensation expense
 
(75
)
 
(68
)
 
(196
)
 
(179
)
Changes in assets and liabilities
 
(1,484
)
 
(5,059
)
 
(4,036
)
 
2,678

Income tax expense
 
177

 
307

 
605

 
547

Interest expense, net
 
2,226

 
1,194

 
6,551

 
2,763

EBITDA
 
$
21,237

 
$
14,127

 
$
68,482

 
$
36,605

 
 
 
 
 
 
 
 
 
Reconciliation of distributable cash flow to EBITDA:
 
 
 
 
 
 
 
 
EBITDA
 
$
21,237

 
$
14,127

 
$
68,482

 
$
36,605

Less: Cash interest expense, net
 
1,909

 
1,008

 
5,600

 
2,203

Less: Maintenance and regulatory capital expenditures
 
477

 
2,280

 
2,074

 
7,526

Less: Capital improvement expenditures
 
350

 
421

 
686

 
2,314

Add: Reimbursement from Delek for capital expenditures
 

 

 

 
463

Less: Income tax expense
 
177

 
307

 
605

 
547

Add: Non-cash unit-based compensation expense
 
75

 
68

 
196

 
179

Less: Amortization of deferred revenue
 
77

 
77

 
230

 
154

Less: Amortization of unfavorable contract liability
 
668

 
622

 
2,002

 
1,956

Distributable cash flow
 
$
17,654

 
$
9,480

 
$
57,481

 
$
22,547

(1) The information presented includes the results of operations of the El Dorado Predecessor. Prior to the El Dorado acquisition on February 10, 2014, the El Dorado Predecessor did not record revenues for intercompany terminalling and storage services.

(2) The information presented includes the results of operations of the Tyler and El Dorado Predecessors. Prior to the Tyler acquisition on July 26, 2013 and the El Dorado acquisition on February 10, 2014, the Predecessors did not record revenues for intercompany terminalling and storage services.







Delek Logistics Partners, LP
Reconciliation of Amounts Reported Under U.S. GAAP
($ in thousands)
 
Delek Logistics Partners, LP
 
El Dorado Terminal and Tank Assets (1) 1/1/2014-2/10/2014
 
Nine Months Ended September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
El Dorado Predecessor
 
 
Reconciliation of EBITDA to net income:
 
 
 
 
 
 
Net income (loss)
 
$
51,511

 
$
(943
)
 
$
50,568

Add:
 
 
 
 
 
 
Income tax expense
 
605

 

 
605

Depreciation and amortization
 
10,644

 
114

 
10,758

Interest expense, net
 
6,551

 

 
6,551

EBITDA
 
$
69,311

 
$
(829
)
 
$
68,482

 
 
 
 
 
 
 
Reconciliation of EBITDA to net cash provided by (used in) operating activities:
 
 
 
 
 
 
Net cash provided by (used in) operating activities
 
$
65,758

 
$
(829
)
 
$
64,929

Amortization of unfavorable contract liability to revenue
 
2,002

 

 
2,002

Amortization of debt issuance costs
 
(951
)
 

 
(951
)
Accretion of asset retirement obligations
 
(273
)
 
6

 
(267
)
Deferred taxes
 
(81
)
 

 
(81
)
Loss on asset disposals
 
(74
)
 

 
(74
)
Unit-based compensation expense
 
(196
)
 

 
(196
)
Changes in assets and liabilities
 
(4,030
)
 
(6
)
 
(4,036
)
Income tax expense
 
605

 

 
605

Interest expense, net
 
6,551

 

 
6,551

EBITDA
 
$
69,311

 
$
(829
)
 
$
68,482

 
 
 
 
 
 
 
Reconciliation of distributable cash flow to EBITDA:
 
 
 
 
 
 
EBITDA
 
$
69,311

 
$
(829
)
 
$
68,482

Less: Cash interest expense, net
 
5,600

 

 
5,600

Less: Maintenance and regulatory capital expenditures
 
1,990

 
84

 
2,074

Less: Capital improvement expenditures
 
593

 
93

 
686

Add: Reimbursement from Delek for capital expenditures
 

 

 

Less: Income tax expense
 
605

 

 
605

Add: Non-cash unit-based compensation expense
 
196

 

 
196

Less: Amortization of deferred revenue
 
230

 

 
230

Less: Amortization of unfavorable contract liability
 
2,002

 

 
2,002

     Distributable cash flow
 
$
58,487

 
$
(1,006
)
 
$
57,481

 
 
 
 
 
 
 
(1) The information presented is for the nine months ended September 30, 2014, disaggregated to present the results of operations of the El Dorado Predecessor. Prior to the completion of the El Dorado acquisition on February 10, 2014, the El Dorado Predecessor did not record revenues for intercompany terminalling and storage services.








Delek Logistics Partners, LP
Reconciliation of Amounts Reported Under U.S. GAAP
 
 
Delek Logistics Partners, LP
 
Tyler Terminal and Tank Assets (1)
 
El Dorado Terminal and Tank Assets (1) 
 
Three Months Ended September 30, 2013
 
 
 
 
 
 
 
 
 
($ in thousands)
 
 
 
Tyler Predecessor
 
El Dorado Predecessor
 
 
Reconciliation of EBITDA to net income:
 
 
 
 
 
 
 
 
Net income (loss)
 
$
12,545

 
$
(1,159
)
 
$
(1,901
)
 
$
9,485

Add:
 
 
 
 
 
 
 
 
Income tax expense
 
307

 

 

 
307

Depreciation and amortization
 
2,600

 
244

 
297

 
3,141

Interest expense, net
 
1,194

 

 

 
1,194

EBITDA
 
$
16,646

 
$
(915
)
 
$
(1,604
)
 
$
14,127

 
 
 
 
 
 
 
 
 
Reconciliation of EBITDA to net cash from operating activities:
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
 
$
19,907

 
$
(908
)
 
$
(1,602
)
 
$
17,397

Amortization of unfavorable contract liability to revenue
 
622

 

 

 
622

Amortization of deferred financing costs
 
(187
)
 

 

 
(187
)
Accretion of asset retirement obligations
 
(10
)
 
(8
)
 
(2
)
 
(20
)
Deferred taxes
 
(59
)
 

 

 
(59
)
Unit-based compensation expense
 
(68
)
 

 

 
(68
)
Changes in assets and liabilities
 
(5,060
)
 
1

 

 
(5,059
)
Income tax expense
 
307

 

 

 
307

Interest expense, net
 
1,194

 

 

 
1,194

EBITDA
 
$
16,646

 
$
(915
)
 
$
(1,604
)
 
$
14,127

 
 
 
 
 
 
 
 
 
Reconciliation of distributable cash flow to EBITDA:
 
 
 
 
 
 
 
 
EBITDA
 
$
16,646

 
$
(915
)
 
$
(1,604
)
 
$
14,127

Less: Cash interest expense, net
 
1,008

 

 

 
1,008

Less: Maintenance and regulatory capital expenditures
 
1,195

 
227

 
858

 
2,280

Less: Capital improvement expenditures
 
93

 
66

 
262

 
421

Add: Reimbursement from Delek for capital expenditures
 

 

 

 

Less: Income tax expense
 
307

 

 

 
307

Add: Non-cash unit-based compensation expense
 
68

 

 

 
68

Less: Amortization of deferred revenue
 
77

 

 

 
77

Less: Amortization of unfavorable contract liability
 
622

 

 

 
622

     Distributable cash flow
 
$
13,412

 
$
(1,208
)
 
$
(2,724
)
 
$
9,480

 
 
 
 
 
 
 
 
 
(1) The information presented is for the three months ended September 30, 2013, disaggregated to present the results of operations of the Partnership and the Tyler and El Dorado Predecessors. Prior to the completion of the Tyler acquisition on July 26, 2013 and the El Dorado acquisition on February 10, 2014, the Predecessors did not record revenues for intercompany terminalling and storage services.



Delek Logistics Partners, LP
Reconciliation of Amounts Reported Under U.S. GAAP
 

Delek Logistics Partners, LP

Tyler Terminal and Tank Assets (1) 

El Dorado Terminal and Tank Assets (1)

Nine Months Ended September 30, 2013
 








($ in thousands)



Tyler Predecessor

El Dorado Predecessor


Reconciliation of EBITDA to net income:








Net income (loss)

$
36,505


$
(6,853
)

$
(6,323
)

$
23,329

Add:

 
 
 
 
 
 
 
Income tax expense

547






547

Depreciation and amortization

7,324


1,750


892


9,966

Interest expense, net

2,763






2,763

EBITDA

$
47,139


$
(5,103
)

$
(5,431
)

$
36,605










Reconciliation of EBITDA to net cash from operating activities:








Net cash provided by (used in) operating activities

$
40,540


$
(5,056
)

$
(5,873
)

$
29,611

Amortization of unfavorable contract liability to revenue

1,956






1,956

Amortization of deferred financing costs

(560
)





(560
)
Accretion of asset retirement obligations

(108
)

(55
)

(6
)

(169
)
Deferred taxes

(42
)





(42
)
Unit-based compensation expense

(179
)





(179
)
Changes in assets and liabilities

2,222


8


448


2,678

Income tax expense

547






547

Interest expense, net

2,763






2,763

EBITDA

$
47,139


$
(5,103
)

$
(5,431
)

$
36,605










Reconciliation of distributable cash flow to EBITDA:








EBITDA

$
47,139


$
(5,103
)

$
(5,431
)

$
36,605

Less: Cash interest expense, net

2,203






2,203

Less: Maintenance and regulatory capital expenditures

2,988


3,132


1,406


7,526

Less: Capital improvement expenditures

630


1,130


554


2,314

Add: Reimbursement from Delek for capital expenditures

463






463

Less: Income tax expense

547






547

Add: Non-cash unit-based compensation expense

179






179

Less: Amortization of deferred revenue

154






154

Less: Amortization of unfavorable contract liability

1,956






1,956

     Distributable cash flow

$
39,303


$
(9,365
)

$
(7,391
)

$
22,547










(1) The information presented is for the nine months ended September 30, 2013, disaggregated to present the results of operations of the Partnership and the Tyler and El Dorado Predecessors. Prior to the completion of the Tyler acquisition on July 26, 2013 and the El Dorado acquisition on February 10, 2014, the Predecessors did not record revenues for intercompany terminalling and storage services.






Delek Logistics Partners, LP
Condensed Consolidated Balance Sheets (Unaudited)
 
 
September 30,
 
December 31,
 
 
2014
 
2013 (1)
 
 
 
 
 
 
 
(In thousands)
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
733

 
$
924

   Accounts receivable
 
39,534

 
28,976

Inventory
 
9,825

 
17,512

  Deferred tax assets
 
12

 
12

Other current assets
 
700

 
341

Total current assets
 
50,804

 
47,765

Property, plant and equipment:
 
 

 
 

Property, plant and equipment
 
267,421

 
265,388

Less: accumulated depreciation
 
(49,318
)
 
(39,566
)
Property, plant and equipment, net
 
218,103

 
225,822

Goodwill
 
11,654

 
10,454

Intangible assets, net
 
11,587

 
12,258

Other non-current assets
 
4,024

 
5,045

Total assets
 
$
296,172

 
$
301,344

LIABILITIES AND EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
23,670

 
$
26,045

Accounts payable to related parties
 
9,486

 
1,513

Fuel and other taxes payable
 
5,562

 
5,700

Accrued expenses and other current liabilities
 
7,099

 
6,451

Total current liabilities
 
45,817

 
39,709

Non-current liabilities:
 
 

 
 

Revolving credit facility
 
230,000

 
164,800

Asset retirement obligations
 
3,260

 
3,087

Deferred tax liabilities
 
405

 
324

Other non-current liabilities
 
5,411

 
6,222

Total non-current liabilities
 
239,076

 
174,433

Equity:
 


 
 
Predecessor division equity
 

 
25,161

Common unitholders - public; 9,384,589 units issued and outstanding at September 30, 2014 (9,353,240 at December 31, 2013)
 
191,479

 
183,839

Common unitholders - Delek; 2,799,258 units issued and outstanding at September 30, 2014 (2,799,258 at December 31, 2013)
 
(242,788
)
 
(176,680
)
Subordinated unitholders - Delek; 11,999,258 units issued and outstanding at September 30, 2014 (11,999,258 at December 31, 2013)
 
69,243

 
59,386

General partner - Delek; 493,533 units issued and outstanding at September 30, 2014 (492,893 at December 31, 2013)
 
(6,655
)
 
(4,504
)
Total equity
 
11,279

 
87,202

Total liabilities and equity
 
$
296,172

 
$
301,344

 
 
 
 
 
(1) Includes the historical balances of the El Dorado Terminal and Tank Assets.








Delek Logistics Partners, LP
Condensed Consolidated Statements of Income (Unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
 
 
2014
 
2013(2)
 
2014 (1)
 
2013 (2)
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except unit and per unit data)
Net sales
 
$
228,036

 
$
243,295

 
$
667,906

 
$
684,331

Operating costs and expenses:
 
 
 
 
 
 
 
 
Cost of goods sold
 
194,133

 
218,222

 
562,916

 
614,048

Operating expenses
 
10,213

 
8,973

 
29,076

 
27,982

General and administrative expenses
 
2,453

 
1,973

 
7,358

 
5,696

Depreciation and amortization
 
3,749

 
3,141

 
10,758

 
9,966

Loss on asset disposals
 

 

 
74

 

Total operating costs and expenses
 
210,548

 
232,309

 
610,182

 
657,692

Operating income
 
17,488

 
10,986

 
57,724

 
26,639

Interest expense, net
 
2,226

 
1,194

 
6,551

 
2,763

Net income before income tax expense
 
15,262

 
9,792

 
51,173

 
23,876

Income tax expense
 
177

 
307

 
605

 
547

Net income
 
$
15,085

 
$
9,485

 
$
50,568

 
$
23,329

Less: Loss attributable to Predecessors
 

 
(3,060
)
 
(943
)
 
(13,176
)
Net income attributable to partners
 
15,085

 
12,545

 
51,511

 
36,505

Comprehensive income attributable to partners
 
$
15,085

 
$
12,545

 
$
51,511

 
$
36,505

 
 
 
 
 
 
 
 
 
Less: General partner's interest in net income, including incentive distribution rights
 
(598
)
 
(250
)
 
(1,511
)
 
(729
)
Limited partners' interest in net income
 
$
14,487

 
$
12,295

 
$
50,000

 
$
35,776

 
 
 
 
 
 
 
 
 
Net income per limited partner unit:
 
 
 
 
 
 
 
 
Common units - (basic)
 
$
0.60

 
$
0.51

 
$
2.07

 
$
1.49

Common units - (diluted)
 
$
0.59

 
$
0.51

 
$
2.05

 
$
1.48

Subordinated units - Delek (basic and diluted)
 
$
0.60

 
$
0.51

 
$
2.07

 
$
1.49

 
 
 
 
 
 
 
 
 
Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
 
Common units - basic
 
12,183,847

 
12,036,821

 
12,165,474

 
12,014,445

Common units - diluted
 
12,327,321

 
12,188,342

 
12,299,963

 
12,152,657

Subordinated units - Delek (basic and diluted)
 
11,999,258

 
11,999,258

 
11,999,258

 
11,999,258

 
 
 
 
 
 
 
 
 
Cash distribution per limited partner unit
 
$
0.490

 
$
0.405

 
$
1.390

 
$
1.185


(1) The information presented includes the results of operations of the El Dorado Predecessor. Prior to the completion of the El Dorado acquisition on February 10, 2014, the El Dorado Predecessor did not record revenues for intercompany terminalling and storage services.

(2) Adjusted to include the historical results of the El Dorado Terminal and Tank Assets.








Delek Logistics Partners, LP
Consolidated Statements of Income (Unaudited)
Reconciliation of Partnership to Predecessor
 
 
 
 
 
 
 
 
 
Delek Logistics Partners, LP
 
El Dorado Terminal and Tank Assets (1) 1/1/2014-2/10/2014
 
Nine Months Ended September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
El Dorado Predecessor
 
 
 
 
(In thousands)
Net Sales
 
$
667,906

 
$

 
$
667,906

Operating costs and expenses:
 
 
 
 
 
 
   Cost of goods sold
 
562,916

 

 
562,916

   Operating expenses
 
28,293

 
783

 
29,076

   General and administrative expenses
 
7,312

 
46

 
7,358

   Depreciation and amortization
 
10,644

 
114

 
10,758

   Loss on asset disposals
 
74

 

 
74

     Total operating costs and expenses
 
609,239

 
943

 
610,182

   Operating income (loss)
 
58,667

 
(943
)
 
57,724

Interest expense, net
 
6,551

 

 
6,551

Net income (loss) before income tax expense
 
52,116

 
(943
)
 
51,173

Income tax expense
 
605

 

 
605

Net income (loss)
 
$
51,511

 
$
(943
)
 
$
50,568

  Less: Loss attributable to Predecessors
 

 
(943
)
 
(943
)
Net income attributable to partners
 
$
51,511

 
$

 
$
51,511

 
 
 
 
 
 
 
(1) The information presented is a summary of our results of operations for the nine months ended September 30, 2014, disaggregated to present the results of operations of the El Dorado Predecessor. Prior to the completion of the El Dorado acquisition on February 10, 2014, the El Dorado Predecessor did not record revenues for intercompany terminalling and storage services.





Delek Logistics Partners, LP
Consolidated Statements of Income (Unaudited)
Reconciliation of Partnership to Predecessor
 
 
 
 
 
 
 
 
 
 
 
Delek Logistics Partners, LP
 
Tyler Terminal and Tank Assets (1)
 
El Dorado Terminal and Tank Assets (1)
 
Three Months Ended September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
Tyler Predecessor
 
El Dorado Predecessor
 
 
 
 
(In thousands)
Net Sales
 
$
243,295

 
$

 
$

 
$
243,295

Operating costs and expenses:
 
 
 
 
 
 
 
 
   Cost of goods sold
 
218,222

 

 

 
218,222

   Operating expenses
 
6,645

 
829

 
1,499

 
8,973

   General and administrative expenses
 
1,782

 
86

 
105

 
1,973

   Depreciation and amortization
 
2,600

 
244

 
297

 
3,141

     Total operating costs and expenses
 
229,249

 
1,159

 
1,901

 
232,309

   Operating income (loss)
 
14,046

 
(1,159
)
 
(1,901
)
 
10,986

Interest expense, net
 
1,194

 

 

 
1,194

Net income (loss) before income tax expense
 
12,852

 
(1,159
)
 
(1,901
)
 
9,792

Income tax expense
 
307

 

 

 
307

Net income (loss)
 
$
12,545

 
$
(1,159
)
 
$
(1,901
)
 
$
9,485

  Less: Loss attributable to Predecessors
 

 
(1,159
)
 
(1,901
)
 
(3,060
)
Net income attributable to partners
 
$
12,545

 
$

 
$

 
$
12,545

 
 
 
 
 
 
 
 
 
(1) The information presented is a summary of our results of operations for the three months ended September 30, 2013, disaggregated to present the results of operations of the Tyler and the El Dorado Predecessors. Prior to the completion of the Tyler acquisition on July 26, 2013 and the El Dorado acquisition on February 10, 2014, the Predecessors did not record revenues for intercompany terminalling and storage services.




Delek Logistics Partners, LP
Consolidated Statements of Income (Unaudited)
Reconciliation of Partnership to Predecessor
 
 
 
 
 
 
 
 
 
 
 
Delek Logistics Partners, LP
 
Tyler Terminal and Tank Assets (1)
 
El Dorado Terminal and Tank Assets (1)
 
Nine Months Ended September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
Tyler Predecessor
 
El Dorado Predecessor
 
 
 
 
(In thousands)
Net Sales
 
$
684,331

 
$

 
$

 
$
684,331

Operating costs and expenses:
 
 
 
 
 
 
 
 
   Cost of goods sold
 
614,048

 

 

 
614,048

   Operating expenses
 
18,574

 
4,501

 
4,907

 
27,982

   General and administrative expenses
 
4,570

 
602

 
524

 
5,696

   Depreciation and amortization
 
7,324

 
1,750

 
892

 
9,966

     Total operating costs and expenses
 
644,516

 
6,853

 
6,323

 
657,692

   Operating income (loss)
 
39,815

 
(6,853
)
 
(6,323
)
 
26,639

Interest expense, net
 
2,763

 

 

 
2,763

Other expenses
 
 
 
 
 
 
 
 
Net income (loss) before income tax expense
 
37,052

 
(6,853
)
 
(6,323
)
 
23,876

Income tax expense
 
547

 

 

 
547

Net income (loss)
 
$
36,505

 
$
(6,853
)
 
$
(6,323
)
 
$
23,329

  Less: Loss attributable to Predecessors
 

 
(6,853
)
 
(6,323
)
 
(13,176
)
Net income attributable to partners
 
$
36,505

 
$

 
$

 
$
36,505

 
 
 
 
 
 
 
 
 
(1) The information presented is a summary of our results of operations for the nine months ended September 30, 2013, disaggregated to present the results of operations of the Tyler and the El Dorado Predecessors. Prior to the completion of the Tyler acquisition on July 26, 2013 and the El Dorado acquisition on February 10, 2014, the Predecessors did not record revenues for intercompany terminalling and storage services.





Delek Logistics Partners, LP
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
 
 
 
 
 
 
2014 (1)
 
2013 (2)
 
 
 
 
 
 
 
 
 
 
 
Cash Flow Data
 
 
 
 
 
Net cash provided by operating activities
 
$
64,929

 
$
29,611

 
Net cash used in investing activities
 
(2,760
)
 
(15,562
)
 
Net cash used in financing activities
 
(62,360
)
 
(30,789
)
 
 
Net decrease in cash and cash equivalents
 
$
(191
)
 
$
(16,740
)
 
(1) Includes the historical cash flows of the El Dorado Terminal and Tank Assets.
(2) Adjusted to include the historical cash flows of the El Dorado Terminal and Tank Assets.





















    



Delek Logistics Partners, LP
Segment Data (unaudited)
 (In thousands)
 
 
Three Months Ended September 30, 2014
 
 
Pipelines & Transportation
 
Wholesale Marketing & Terminalling
 
Consolidated
Net sales
 
$
23,767

 
$
204,269

 
$
228,036

Operating costs and expenses:
 
 
 
 
 
 
Cost of goods sold
 
1,011

 
193,122

 
194,133

Operating expenses
 
7,676

 
2,537

 
10,213

Segment contribution margin
 
$
15,080

 
$
8,610

 
23,690

General and administrative expense
 
 
 
 
 
2,453

Depreciation and amortization
 
 
 
 
 
3,749

Operating income
 
 
 
 
 
$
17,488

Total Assets
 
$
221,393

 
$
74,779

 
$
296,172

 
 
 
 
 
 
 
Capital spending
 
 
 
 
 
 
Regulatory and Maintenance capital spending
 
$
362

 
$
115

 
$
477

Discretionary capital spending
 
142

 
208

 
350

Total capital spending 
 
$
504

 
$
323

 
$
827

 

 
 
Three Months Ended September 30, 2013 (1)                 
 
 
Pipelines & Transportation
 
Wholesale Marketing & Terminalling
 
Consolidated
Net sales
 
$
15,743

 
$
227,552

 
$
243,295

Operating costs and expenses:
 
 
 
 
 
 
Cost of goods sold
 

 
218,222

 
218,222

Operating expenses
 
7,012

 
1,961

 
8,973

Segment contribution margin
 
$
8,731

 
$
7,369

 
16,100

General and administrative expense
 
 
 
 
 
1,973

Depreciation and amortization
 
 
 
 
 
3,141

Operating income
 
 
 
 
 
$
10,986

Total assets
 
$
187,673

 
$
125,350

 
$
313,023

 
 
 
 
 
 
 
Capital spending
 
 
 
 
 
 
Regulatory and Maintenance capital spending
 
$
1,797

 
$
484

 
$
2,281

Discretionary capital spending
 
387

 
33

 
420

Total capital spending (2)
 
$
2,184

 
$
517

 
$
2,701

 
(1) The information presented includes the results of operations of our Predecessors. Prior to the Tyler acquisition and the El Dorado acquisition, our Predecessors did not record revenues for intercompany terminalling and storage services.
(2) Capital spending includes expenditures of $1.4 million incurred in connection with the assets acquired in the Tyler and El Dorado acquisitions.



Delek Logistics Partners, LP
Segment Data (Unaudited)
 (In thousands)
 
 
Three Months Ended September 30, 2013
 
 
Pipelines & Transportation
 
 
Delek Logistics Partners, LP
 
Predecessor - Tyler Storage Tank Assets
 
Predecessor - El Dorado Storage Tank Assets
 
Three Months Ended September 30, 2013
Net Sales
 
$
15,743

 
$

 
$

 
$
15,743

Operating costs and expenses:
 
 
 
 
 
 
 
 
   Cost of goods sold
 

 

 

 

   Operating expenses
 
4,984

 
676

 
1,352

 
7,012

Segment contribution margin
 
$
10,759

 
$
(676
)
 
$
(1,352
)
 
$
8,731

 
 
 
 
 
 
 
 
 
Total capital spending
 
$
772

 
$
293

 
$
1,119

 
$
2,184



 
 
Three Months Ended September 30, 2013
 
 
Wholesale Marketing & Terminalling
 
 
Delek Logistics Partners, LP
 
Predecessor - Tyler Terminal Assets
 
Predecessor - El Dorado Terminal Assets
 
Three Months Ended September 30, 2013
Net Sales
 
$
227,552

 
$

 
$

 
$
227,552

Operating costs and expenses:
 
 
 
 
 
 
 
 
   Cost of goods sold
 
218,222

 

 

 
218,222

   Operating expenses
 
1,661

 
153

 
147

 
1,961

Segment contribution margin
 
$
7,669

 
$
(153
)
 
$
(147
)
 
$
7,369

 
 
 
 
 
 
 
 
 
Total capital spending
 
$
517

 
$
(1
)
 
$
1

 
$
517

































Delek Logistics Partners, LP
Segment Data (unaudited)
 (In thousands)
 
 
Nine Months Ended September 30, 2014 (1)
 
 
Pipelines & Transportation
 
Wholesale Marketing & Terminalling
 
Consolidated
Net sales
 
$
65,957

 
$
601,949

 
$
667,906

Operating costs and expenses:
 
 
 
 
 
 
Cost of goods sold
 
3,267

 
559,649

 
562,916

Operating expenses
 
22,420

 
6,656

 
29,076

Segment contribution margin
 
$
40,270

 
$
35,644

 
75,914

General and administrative expense
 
 
 
 
 
7,358

Depreciation and amortization
 
 
 
 
 
10,758

Loss (gain) on disposal of assets
 
 
 
 
 
74

Operating income
 
 
 
 
 
$
57,724

 
 
 
 
 
 
 
Capital spending
 
 
 
 
 
 
Regulatory and Maintenance capital spending
 
$
1,335

 
$
739

 
$
2,074

Discretionary capital spending
 
319

 
367

 
686

Total capital spending (2)
 
$
1,654

 
$
1,106

 
$
2,760

 
(1) The information presented includes the results of operations of the El Dorado Predecessor. Prior to the El Dorado acquisition, the El Dorado Predecessor did not record revenues for intercompany terminalling and storage services.
(2) Capital spending includes expenditures of $0.2 million incurred in connection with the assets acquired in the El Dorado acquisition.
 
 
Nine Months Ended September 30, 2013 (1)                 
 
 
Pipelines & Transportation
 
Wholesale Marketing & Terminalling
 
Consolidated
Net sales
 
$
43,008

 
$
641,323

 
$
684,331

Operating costs and expenses:
 
 
 
 
 
 
Cost of goods sold
 

 
614,048

 
614,048

Operating expenses
 
22,490

 
5,492

 
27,982

Segment contribution margin
 
$
20,518

 
$
21,783

 
42,301

General and administrative expense
 
 
 
 
 
5,696

Depreciation and amortization
 
 
 
 
 
9,966

Loss (gain) on disposal of assets
 
 
 
 
 

Operating income
 
 
 
 
 
$
26,639

 
 
 
 
 
 
 
Capital spending
 
 
 
 
 
 
Regulatory and Maintenance capital spending
 
$
5,999

 
$
1,526

 
$
7,525

Discretionary capital spending
 
2,243

 
72

 
2,315

Total capital spending (2)
 
$
8,242

 
$
1,598

 
$
9,840

 
(1)The information presented includes the results of operations of our Predecessors. Prior to the Tyler acquisition and the El Dorado acquisition, our Predecessors did not record revenues for intercompany terminalling and storage services.
(2) Capital spending includes expenditures of $6.2 million incurred in connection with the assets acquired in the Tyler and El Dorado acquisition.



Delek Logistics Partners, LP
Segment Data (Unaudited)
 (In thousands)
 
 
Nine Months Ended September 30, 2014
 
 
Pipelines & Transportation
 
 
Delek Logistics Partners, LP
 
Predecessor - El Dorado Storage Tank Assets 1/1/2014 - 2/10/2014
 
Nine Months Ended September 30, 2014
Net Sales
 
$
65,957

 
$

 
$
65,957

Operating costs and expenses:
 
 
 
 
 
 
   Cost of goods sold
 
3,267

 

 
3,267

   Operating expenses
 
21,739

 
681

 
22,420

Segment contribution margin
 
$
40,951

 
$
(681
)
 
$
40,270

 
 
 
 
 
 
 
Total capital spending
 
$
1,441

 
$
213

 
$
1,654


 
 
Nine Months Ended September 30, 2014
 
 
Wholesale Marketing & Terminalling
 
 
Delek Logistics Partners, LP
 
Predecessor - El Dorado Terminal Assets 1/1/2014 - 2/10/2014
 
Nine Months Ended September 30, 2014
Net Sales
 
$
601,949

 
$

 
$
601,949

Operating costs and expenses:
 
 
 
 
 
 
   Cost of goods sold
 
559,649

 

 
559,649

   Operating expenses
 
6,554

 
102

 
6,656

Segment contribution margin
 
$
35,746

 
$
(102
)
 
$
35,644

 
 
 
 
 
 
 
Total capital spending
 
$
1,142

 
$
(36
)
 
$
1,106





Delek Logistics Partners, LP
Segment Data (Unaudited)
 (In thousands)
 
 
Nine Months Ended September 30, 2013
 
 
Pipelines & Transportation
 
 
Delek Logistics Partners, LP
 
Predecessor - Tyler Storage Tank Assets
 
Predecessor - El Dorado Storage Tank Assets
 
Nine Months Ended September 30, 2013
Net Sales
 
$
43,008

 
$

 
$

 
$
43,008

Operating costs and expenses:
 
 
 
 
 
 
 
 
   Cost of goods sold
 

 

 

 

   Operating expenses
 
14,332

 
3,861

 
4,297

 
22,490

Segment contribution margin
 
$
28,676

 
$
(3,861
)
 
$
(4,297
)
 
$
20,518

 
 
 
 
 
 
 
 
 
Total capital spending
 
$
2,265

 
$
4,248

 
$
1,729

 
$
8,242


 
 
Nine Months Ended September 30, 2013
 
 
Wholesale Marketing & Terminalling
 
 
Delek Logistics Partners, LP
 
Predecessor - Tyler Terminal Assets
 
Predecessor - El Dorado Terminal Assets
 
Nine Months Ended September 30, 2013
Net Sales
 
$
641,323

 
$

 
$

 
$
641,323

Operating costs and expenses:
 
 
 
 
 
 
 
 
   Cost of goods sold
 
614,048

 

 

 
614,048

   Operating expenses
 
4,242

 
640

 
610

 
5,492

Segment contribution margin
 
$
23,033

 
$
(640
)
 
$
(610
)
 
$
21,783

 
 
 
 
 
 
 
 
 
Total capital spending
 
$
1,353

 
$
15

 
$
230

 
$
1,598






Delek Logistics Partners, LP
Segment Data (Unaudited)
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Throughputs (average bpd)
 
2014
 
2013
 
2014(1)
 
2013
 
 
 
 
 
 
 
 
 
Pipelines and Transportation Segment:
 
 
 
 
 
 
 
 
Lion Pipeline System:
 
 
 
 
 
 
 
 
    Crude pipelines (non-gathered)
 
57,254

 
47,675

 
47,098

 
47,331

    Refined products pipelines to Enterprise Systems
 
65,439

 
52,301

 
52,490

 
47,691

SALA Gathering System
 
22,258

 
21,921

 
22,221

 
22,236

East Texas Crude Logistics System
 
4,361

 
10,148

 
6,181

 
24,104

 
 
 
 
 
 
 
 
 
Wholesale Marketing and Terminalling Segment:
 
 
 
 
 
 
 
 
East Texas - Tyler Refinery sales volumes (average bpd)
 
59,659

 
61,698

 
61,097

 
55,988

West Texas marketing throughputs (average bpd)
 
17,923

 
18,966

 
17,132

 
18,206

West Texas marketing margin per barrel
 
$
2.20

 
$
1.63

 
$
4.09

 
$
2.41

Terminalling throughputs (average bpd)
 
95,024

 
74,024

 
94,656

 
73,996

(1) The information presented includes the throughput from operations of the El Dorado Predecessor.

Delek Logistics Partners, LP
Segment Data (Unaudited)
 
 
 
Delek Logistics Partners, LP
 
El Dorado Terminal and Tank Assets (1) 1/1/14-2/10/2014
 
Nine Months Ended September 30, 2014
Throughputs (average bpd)
 
 
 
El Dorado Predecessor
 
 
Pipelines and Transportation Segment:
 
 
 
 
 
 
Lion Pipeline System:
 
 
 
 
 
 
   Crude pipelines (non-gathered)
 
47,098

 

 
47,098

   Refined products pipelines to Enterprise Systems
 
52,490

 

 
52,490

SALA Gathering System
 
22,221

 

 
22,221

East Texas Crude Logistics System
 
6,181

 

 
6,181

 
 
 
 
 
 
 
Wholesale Marketing and Terminalling Segment:
 
 
 
 
 
 
East Texas - Tyler Refinery sales volumes (average bpd)
 
61,097

 

 
61,097

West Texas marketing throughputs (average bpd)
 
17,132

 

 
17,132

West Texas marketing margin per barrel
 
$
4.09

 
$

 
$
4.09

Terminalling throughputs (average bpd)
 
95,016

 
7,298

 
94,656

(1) The information presented includes the throughput from operations for the nine months ended September 30, 2014, disaggregated to present the results of the El Dorado Terminal and Tank Assets through February 10, 2014.






U.S. Investor / Media Relations Contact
Keith Johnson
Vice President of Investor Relations        
615-435-1366
or
Chris Hodges
Founder & CEO
Alpha IR Group
312-445-2870