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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2016
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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52-2319066
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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7102 Commerce Way
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Brentwood, Tennessee
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37027
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Exhibit 10.1
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Exhibit 31.1
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Exhibit 31.2
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Exhibit 32.1
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Exhibit 32.2
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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Item 1.
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Financial Statements
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June 30, 2016
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December 31, 2015
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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377.1
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$
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302.2
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Accounts receivable
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249.1
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233.0
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Accounts receivable from related party
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0.1
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0.5
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Inventories, net of lower of cost or market valuation
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407.8
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307.6
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Other current assets
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74.1
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145.5
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Total current assets
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1,108.2
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988.8
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Property, plant and equipment:
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Property, plant and equipment
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2,105.1
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2,100.1
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Less: accumulated depreciation
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(640.3
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)
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(579.0
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)
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Property, plant and equipment, net
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1,464.8
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1,521.1
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Goodwill
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74.4
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74.4
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Other intangibles, net
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27.3
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27.3
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Equity method investments
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599.7
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605.2
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Other non-current assets
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88.9
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108.1
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Total assets
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$
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3,363.3
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$
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3,324.9
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable
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$
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465.7
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$
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397.6
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Current portion of long-term debt and capital lease obligations
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91.7
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95.2
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Obligation under Supply and Offtake Agreement
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129.8
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132.0
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Accrued expenses and other current liabilities
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226.6
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134.9
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Total current liabilities
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913.8
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759.7
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Non-current liabilities:
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Long-term debt and capital lease obligations, net of current portion
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849.7
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880.5
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Environmental liabilities, net of current portion
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6.7
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7.9
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Asset retirement obligations
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9.5
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9.7
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Deferred tax liabilities
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231.8
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247.9
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Other non-current liabilities
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37.0
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65.3
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Total non-current liabilities
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1,134.7
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1,211.3
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Stockholders’ equity:
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Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding
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—
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—
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Common stock, $0.01 par value, 110,000,000 shares authorized, 67,019,353 shares and 66,946,721 shares issued at June 30, 2016 and December 31, 2015, respectively
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0.7
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0.7
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Additional paid-in capital
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646.3
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639.2
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Accumulated other comprehensive loss
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(30.8
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)
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(45.3
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)
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Treasury stock, 5,195,791 shares and 4,809,701 shares, at cost, as of June 30, 2016 and December 31, 2015, respectively
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(160.8
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)
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(154.8
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)
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Retained earnings
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658.4
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713.5
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Non-controlling interest in subsidiaries
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201.0
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200.6
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Total stockholders’ equity
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1,314.8
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1,353.9
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Total liabilities and stockholders’ equity
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$
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3,363.3
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$
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3,324.9
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
Net sales
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$
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1,426.4
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$
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1,693.1
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$
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2,532.3
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$
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2,843.7
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Operating costs and expenses:
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||||||||
Cost of goods sold
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1,253.9
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1,438.2
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2,245.0
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2,444.3
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||||
Operating expenses
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90.3
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106.0
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192.2
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197.4
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Insurance proceeds — business interruption
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—
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—
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(42.4
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—
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General and administrative expenses
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29.3
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34.3
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63.9
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67.0
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Depreciation and amortization
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37.3
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34.9
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73.4
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63.2
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Other operating income, net
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(0.3
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)
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(0.1
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—
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(0.1
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)
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Total operating costs and expenses
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1,410.5
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1,613.3
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2,532.1
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2,771.8
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Operating income
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15.9
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79.8
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0.2
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71.9
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||||
Interest expense
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15.4
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17.3
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30.4
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27.4
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||||
Interest income
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(0.4
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)
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(0.2
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(0.7
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)
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(0.6
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)
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||||
Loss (income) from equity method investments
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10.6
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(7.4
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)
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28.6
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(7.4
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)
|
||||
Other (income) loss, net
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(0.1
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)
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(0.1
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)
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0.5
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(1.0
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)
|
||||
Total non-operating expenses, net
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25.5
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|
9.6
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58.8
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18.4
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|
||||
(Loss) income before income tax (benefit) expense
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(9.6
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)
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70.2
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(58.6
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)
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53.5
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|
||||
Income tax (benefit) expense
|
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(9.0
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)
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15.1
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(34.1
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)
|
|
9.1
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|
||||
Net (loss) income
|
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(0.6
|
)
|
|
55.1
|
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(24.5
|
)
|
|
44.4
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|
||||
Net income attributed to non-controlling interest
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6.4
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6.8
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11.7
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12.2
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|
||||
Net (loss) income attributable to Delek
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$
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(7.0
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)
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$
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48.3
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$
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(36.2
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)
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$
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32.2
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Basic (loss) earnings per share
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$
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(0.11
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)
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$
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0.80
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$
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(0.58
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)
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$
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0.55
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Diluted (loss) earnings per share
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|
$
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(0.11
|
)
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|
$
|
0.79
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|
$
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(0.58
|
)
|
|
$
|
0.54
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
61,827,201
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|
|
60,555,444
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|
|
61,979,604
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|
|
58,931,705
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|
||||
Diluted
|
|
61,827,201
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|
|
61,114,471
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61,979,604
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|
59,470,929
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|
||||
Dividends declared per common share outstanding
|
|
$
|
0.15
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|
$
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0.15
|
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|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
|
Three Months Ended June 30,
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Six Months Ended June 30,
|
||||||||||||
|
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2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net (loss) income attributable to Delek
|
|
$
|
(7.0
|
)
|
|
$
|
48.3
|
|
|
$
|
(36.2
|
)
|
|
$
|
32.2
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
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||||||||
Commodity contracts designated as cash flow hedges:
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||||||||
Unrealized gains, net of ineffectiveness losses (gains) of $(1.5) million and $(0.5) million for the three and six months ended June 30, 2016, respectively, and $3.9 million and $8.9 million for the three and six months ended June 30, 2015, respectively.
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|
14.8
|
|
|
21.0
|
|
|
7.9
|
|
|
3.5
|
|
||||
Realized losses (gains) reclassified to cost of goods sold
|
|
7.1
|
|
|
5.6
|
|
|
14.4
|
|
|
(2.3
|
)
|
||||
Gain on cash flow hedges, net
|
|
21.9
|
|
|
26.6
|
|
|
22.3
|
|
|
1.2
|
|
||||
Income tax expense
|
|
(7.7
|
)
|
|
(9.3
|
)
|
|
(7.8
|
)
|
|
(0.4
|
)
|
||||
Net comprehensive income on commodity contracts designated as cash flow hedges
|
|
14.2
|
|
|
17.3
|
|
|
14.5
|
|
|
0.8
|
|
||||
Foreign currency translation gain (loss)
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
||||
Other comprehensive loss from equity method investments, net of tax benefit of $0.1 million for the six months ended June 30, 2016.
|
|
—
|
|
|
(1.5
|
)
|
|
(0.2
|
)
|
|
(1.5
|
)
|
||||
Total other comprehensive income (loss)
|
|
14.3
|
|
|
15.8
|
|
|
14.5
|
|
|
(0.8
|
)
|
||||
Comprehensive income (loss) attributable to Delek
|
|
$
|
7.3
|
|
|
$
|
64.1
|
|
|
$
|
(21.7
|
)
|
|
$
|
31.4
|
|
|
|
Six Months Ended June 30,
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||||||
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2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(24.5
|
)
|
|
$
|
44.4
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
73.4
|
|
|
63.2
|
|
||
Amortization of deferred financing costs and debt discount
|
|
2.6
|
|
|
2.2
|
|
||
Accretion of asset retirement obligations
|
|
0.3
|
|
|
0.2
|
|
||
Deferred income taxes
|
|
(24.2
|
)
|
|
(0.3
|
)
|
||
Loss (income) from equity method investments
|
|
28.6
|
|
|
(7.4
|
)
|
||
Dividends from equity method investments
|
|
10.1
|
|
|
5.1
|
|
||
Gain on disposal of assets
|
|
—
|
|
|
(0.1
|
)
|
||
Equity-based compensation expense
|
|
8.2
|
|
|
8.2
|
|
||
Income tax expense (benefit) of equity-based compensation
|
|
0.3
|
|
|
(1.5
|
)
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
||||
Accounts receivable
|
|
(15.7
|
)
|
|
(87.0
|
)
|
||
Inventories and other current assets
|
|
(56.0
|
)
|
|
11.4
|
|
||
Market value of derivatives
|
|
27.9
|
|
|
31.0
|
|
||
Accounts payable and other current liabilities
|
|
111.1
|
|
|
26.8
|
|
||
Obligation under Supply and Offtake Agreement
|
|
18.0
|
|
|
(11.8
|
)
|
||
Non-current assets and liabilities, net
|
|
(3.5
|
)
|
|
(10.7
|
)
|
||
Net cash provided by operating activities
|
|
156.6
|
|
|
73.7
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Business combinations
|
|
—
|
|
|
(0.4
|
)
|
||
Equity method investments
|
|
(33.1
|
)
|
|
(218.2
|
)
|
||
Purchases of property, plant and equipment
|
|
(28.3
|
)
|
|
(119.7
|
)
|
||
Purchase of intangible assets
|
|
(0.7
|
)
|
|
(7.2
|
)
|
||
Proceeds from sales of assets
|
|
2.7
|
|
|
1.3
|
|
||
Net cash used in investing activities
|
|
(59.4
|
)
|
|
(344.2
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from long-term revolvers
|
|
268.9
|
|
|
356.2
|
|
||
Payments on long-term revolvers
|
|
(269.8
|
)
|
|
(268.1
|
)
|
||
Proceeds from term debt and capital lease obligations
|
|
1.9
|
|
|
176.7
|
|
||
Payments on term debt and capital lease obligations
|
|
(36.0
|
)
|
|
(27.6
|
)
|
||
Proceeds from product financing agreements
|
|
50.4
|
|
|
—
|
|
||
Proceeds from exercise of stock options
|
|
—
|
|
|
0.1
|
|
||
Taxes paid due to the net settlement of equity-based compensation
|
|
(0.5
|
)
|
|
(3.2
|
)
|
||
Income tax (expense) benefit of equity-based compensation
|
|
(0.3
|
)
|
|
1.5
|
|
||
Repurchase of common stock
|
|
(6.0
|
)
|
|
—
|
|
||
Distribution to non-controlling interest
|
|
(11.6
|
)
|
|
(9.8
|
)
|
||
Dividends paid
|
|
(18.9
|
)
|
|
(18.0
|
)
|
||
Deferred financing costs paid
|
|
(0.4
|
)
|
|
(3.0
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(22.3
|
)
|
|
204.8
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
74.9
|
|
|
(65.7
|
)
|
||
Cash and cash equivalents at the beginning of the period
|
|
302.2
|
|
|
444.1
|
|
||
Cash and cash equivalents at the end of the period
|
|
$
|
377.1
|
|
|
$
|
378.4
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
||||
Interest, net of capitalized interest of $0.1 million and $0.8 million in the 2016 and 2015 periods, respectively.
|
|
$
|
29.0
|
|
|
$
|
23.6
|
|
Income taxes
|
|
$
|
1.6
|
|
|
$
|
6.7
|
|
Non-cash investing activities:
|
|
|
|
|
||||
Equity method investments
|
|
$
|
—
|
|
|
$
|
3.8
|
|
(Decrease) increase in accrued capital expenditures
|
|
$
|
(8.7
|
)
|
|
$
|
18.7
|
|
Non-cash financing activities:
|
|
|
|
|
||||
Stock issued in connection with the Alon Acquisition
|
|
$
|
—
|
|
|
$
|
230.8
|
|
Note payable issued in connection with the Alon Acquisition
|
|
$
|
—
|
|
|
$
|
145.0
|
|
|
|
June 30,
2016 |
|
December 31,
2015
|
||||
|
|
|
||||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
Accounts receivable
|
|
17.2
|
|
|
35.0
|
|
||
Accounts receivable from related parties
|
|
1.2
|
|
|
—
|
|
||
Inventory
|
|
9.8
|
|
|
10.5
|
|
||
Other current assets
|
|
0.6
|
|
|
1.6
|
|
||
Net property, plant and equipment
|
|
247.1
|
|
|
253.8
|
|
||
Equity method investments
|
|
73.4
|
|
|
40.7
|
|
||
Goodwill
|
|
12.2
|
|
|
12.2
|
|
||
Intangible assets, net
|
|
15.0
|
|
|
15.5
|
|
||
Other non-current assets
|
|
5.3
|
|
|
6.0
|
|
||
Total assets
|
|
$
|
381.8
|
|
|
$
|
375.3
|
|
LIABILITIES AND DEFICIT
|
|
|
|
|
||||
Accounts payable
|
|
$
|
5.6
|
|
|
$
|
6.9
|
|
Accounts payable to related parties
|
|
—
|
|
|
4.0
|
|
||
Accrued expenses and other current liabilities
|
|
8.0
|
|
|
9.8
|
|
||
Revolving credit facility
|
|
362.6
|
|
|
351.6
|
|
||
Asset retirement obligations
|
|
3.6
|
|
|
3.5
|
|
||
Other non-current liabilities
|
|
11.3
|
|
|
10.5
|
|
||
Deficit
|
|
(9.3
|
)
|
|
(11.0
|
)
|
||
Total liabilities and deficit
|
|
$
|
381.8
|
|
|
$
|
375.3
|
|
•
|
Delek issued
6,000,000
restricted shares of its common stock, par value $0.01 per share, to Alon Israel;
|
•
|
Delek issued an unsecured
$145.0 million
term promissory note payable to Alon Israel (the "Alon Israel Note") (see Note
6
for further information);
|
•
|
Delek paid Alon Israel
$200.0 million
in cash at closing funded with a combination of cash on hand and borrowings under the Lion Term Loan (as defined in Note
6
); and
|
•
|
Delek agreed to pay Alon Israel
$5.0 million
of additional cash consideration, to be paid ratably in annual installments over a period of five years.
|
Balance Sheet Information
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Current assets
|
|
$
|
570.2
|
|
|
$
|
504.6
|
|
Non-current assets
|
|
1,675.2
|
|
|
2,176.1
|
|
||
Current liabilities
|
|
531.2
|
|
|
425.9
|
|
||
Non-current liabilities
|
|
1,087.3
|
|
|
1,512.0
|
|
||
Non-controlling interests
|
|
62.0
|
|
|
25.0
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Income Statement Information
|
|
June 30, 2016
|
|
June 30, 2015
|
|
June 30, 2016
|
|
June 30, 2015
|
||||||||
Revenue
|
|
$
|
1,008.4
|
|
|
$
|
1,301.3
|
|
|
$
|
1,858.4
|
|
|
$
|
2,404.6
|
|
Gross profit
|
|
137.0
|
|
|
231.4
|
|
|
251.8
|
|
|
440.2
|
|
||||
Pre-tax (loss) income
|
|
(29.2
|
)
|
|
71.7
|
|
|
(86.5
|
)
|
|
117.7
|
|
||||
Net (loss) income
|
|
(20.6
|
)
|
|
47.9
|
|
|
(56.7
|
)
|
|
81.9
|
|
||||
Net (loss) income attributable to Alon USA
|
|
(20.4
|
)
|
|
36.4
|
|
|
(55.9
|
)
|
|
63.3
|
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Refinery raw materials and supplies
|
|
$
|
154.7
|
|
|
$
|
85.9
|
|
Refinery work in process
|
|
39.7
|
|
|
27.8
|
|
||
Refinery finished goods
|
|
165.8
|
|
|
146.8
|
|
||
Retail fuel
|
|
10.2
|
|
|
9.5
|
|
||
Retail merchandise
|
|
27.6
|
|
|
27.1
|
|
||
Logistics refined products
|
|
9.8
|
|
|
10.5
|
|
||
Total inventories
|
|
$
|
407.8
|
|
|
$
|
307.6
|
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
MAPCO Revolver
|
|
$
|
106.5
|
|
|
$
|
118.3
|
|
DKL Revolver
|
|
362.6
|
|
|
351.6
|
|
||
Wells Term Loan
(1)
|
|
29.1
|
|
|
40.6
|
|
||
Reliant Bank Revolver
|
|
17.0
|
|
|
17.0
|
|
||
Promissory Notes
|
|
183.0
|
|
|
191.7
|
|
||
Lion Term Loan Facility
(2)
|
|
242.9
|
|
|
256.1
|
|
||
Capital Lease Obligations
|
|
0.3
|
|
|
0.4
|
|
||
|
|
941.4
|
|
|
975.7
|
|
||
Less: Current portion of long-term debt, notes payable and capital lease obligations
|
|
91.7
|
|
|
95.2
|
|
||
|
|
$
|
849.7
|
|
|
$
|
880.5
|
|
(1)
|
The Wells Term Loan is net of deferred financing costs of
$0.1 million
and
$0.2 million
as of
June 30, 2016
and
December 31, 2015
, respectively.
|
(2)
|
The Lion Term Loan Facility is net of deferred financing costs of
$3.4 million
and
$3.8 million
, respectively, and debt discounts of
$1.2 million
and
$1.4 million
, respectively, at
June 30, 2016
and
December 31, 2015
.
|
Other Current Assets
|
June 30,
2016 |
|
December 31,
2015 |
||||
Prepaid assets
|
$
|
12.7
|
|
|
$
|
12.2
|
|
Short-term derivative assets (see Note 14)
|
3.5
|
|
|
30.7
|
|
||
Income and other tax receivables
|
38.1
|
|
|
86.9
|
|
||
RINs Obligation surplus (see Note 13)
|
15.3
|
|
|
12.9
|
|
||
Other
|
4.5
|
|
|
2.8
|
|
||
Total
|
$
|
74.1
|
|
|
$
|
145.5
|
|
Other Non-Current Assets
|
June 30,
2016 |
|
December 31,
2015 |
||||
Prepaid tax asset
|
$
|
64.1
|
|
|
$
|
65.8
|
|
Deferred financing costs
|
10.5
|
|
|
11.9
|
|
||
Long-term income tax receivables
|
7.5
|
|
|
3.0
|
|
||
Supply and Offtake receivable
|
—
|
|
|
20.2
|
|
||
Other
|
6.8
|
|
|
7.2
|
|
||
Total
|
$
|
88.9
|
|
|
$
|
108.1
|
|
Accrued Expenses and Other Current Liabilities
|
June 30,
2016 |
|
December 31,
2015 |
||||
Income and other taxes payable
|
$
|
55.0
|
|
|
$
|
58.0
|
|
Short-term derivative liabilities (see Note 14)
|
17.2
|
|
|
10.2
|
|
||
Interest payable
|
6.6
|
|
|
7.8
|
|
||
Employee costs
|
18.3
|
|
|
16.0
|
|
||
Environmental liabilities (see Note 15)
|
1.8
|
|
|
1.0
|
|
||
Product financing agreements
|
50.4
|
|
|
—
|
|
||
RINs Obligation deficit (see Note 13)
|
37.3
|
|
|
22.0
|
|
||
Other
|
40.0
|
|
|
19.9
|
|
||
Total
|
$
|
226.6
|
|
|
$
|
134.9
|
|
Other Non-Current Liabilities
|
June 30,
2016 |
|
December 31,
2015 |
||||
Long-term derivative liabilities (see Note 14)
|
$
|
20.4
|
|
|
$
|
48.9
|
|
Other
|
16.6
|
|
|
16.4
|
|
||
Total
|
$
|
37.0
|
|
|
$
|
65.3
|
|
|
|
Delek Stockholders' Equity
|
|
Non-Controlling Interest in Subsidiaries
|
|
Total Stockholders' Equity
|
||||||
Balance at December 31, 2015
|
|
$
|
1,153.3
|
|
|
$
|
200.6
|
|
|
$
|
1,353.9
|
|
Net (loss) income
|
|
(36.2
|
)
|
|
11.7
|
|
|
(24.5
|
)
|
|||
Net unrealized gain on cash flow hedges, net of income tax expense of $7.8 million and ineffectiveness gain of $0.5 million
|
|
14.5
|
|
|
—
|
|
|
14.5
|
|
|||
Foreign currency translation gain
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Other comprehensive loss from equity method investments, net of income tax benefit of $0.1 million
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
Common stock dividends ($0.30 per share)
|
|
(18.9
|
)
|
|
—
|
|
|
(18.9
|
)
|
|||
Distribution to non-controlling interest
|
|
—
|
|
|
(11.6
|
)
|
|
(11.6
|
)
|
|||
Equity-based compensation expense
|
|
7.9
|
|
|
0.3
|
|
|
8.2
|
|
|||
Repurchase of common stock
|
|
(6.0
|
)
|
|
—
|
|
|
(6.0
|
)
|
|||
Income tax expense from equity-based compensation expense
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Taxes due to the net settlement of equity-based compensation
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Balance at June 30, 2016
|
|
$
|
1,113.8
|
|
|
$
|
201.0
|
|
|
$
|
1,314.8
|
|
Date Declared
|
|
Dividend Amount Per Share
|
|
Record Date
|
|
Payment Date
|
February 25, 2016
|
|
$0.15
|
|
March 15, 2016
|
|
March 29, 2016
|
May 4, 2016
|
|
$0.15
|
|
May 24, 2016
|
|
June 14, 2016
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
June 30,
|
|
June 30,
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted average common shares outstanding
|
|
61,827,201
|
|
|
60,555,444
|
|
|
61,979,604
|
|
|
58,931,705
|
|
Dilutive effect of equity instruments
|
|
—
|
|
|
559,027
|
|
|
—
|
|
|
539,224
|
|
Weighted average common shares outstanding, assuming dilution
|
|
61,827,201
|
|
|
61,114,471
|
|
|
61,979,604
|
|
|
59,470,929
|
|
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||
(In millions)
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||
Net sales (excluding intercompany fees and sales)
|
|
$
|
980.6
|
|
|
$
|
75.5
|
|
|
$
|
369.8
|
|
|
$
|
0.5
|
|
|
$
|
1,426.4
|
|
Intercompany fees and sales
|
|
97.1
|
|
|
36.3
|
|
|
—
|
|
|
(133.4
|
)
|
|
—
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of goods sold
|
|
988.1
|
|
|
73.1
|
|
|
318.5
|
|
|
(125.8
|
)
|
|
1,253.9
|
|
|||||
Operating expenses
|
|
49.6
|
|
|
8.7
|
|
|
33.1
|
|
|
(1.1
|
)
|
|
90.3
|
|
|||||
Segment contribution margin
|
|
$
|
40.0
|
|
|
$
|
30.0
|
|
|
$
|
18.2
|
|
|
$
|
(6.0
|
)
|
|
82.2
|
|
|
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
29.3
|
|
|||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
37.3
|
|
|||||||||
Other operating income
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|||||||||
Operating income
|
|
|
|
|
|
|
|
|
|
$
|
15.9
|
|
||||||||
Total assets
|
|
$
|
2,017.5
|
|
|
$
|
381.8
|
|
|
$
|
436.3
|
|
|
$
|
527.7
|
|
|
$
|
3,363.3
|
|
Capital spending (excluding business combinations)
|
|
$
|
3.6
|
|
|
$
|
0.8
|
|
|
$
|
2.5
|
|
|
$
|
2.8
|
|
|
$
|
9.7
|
|
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||
Net sales (excluding intercompany fees and sales)
|
|
$
|
1,147.9
|
|
|
$
|
134.1
|
|
|
$
|
409.9
|
|
|
$
|
1.2
|
|
|
$
|
1,693.1
|
|
Intercompany fees and sales
|
|
188.9
|
|
|
38.0
|
|
|
—
|
|
|
(226.9
|
)
|
|
—
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of goods sold
|
|
1,164.8
|
|
|
132.5
|
|
|
360.0
|
|
|
(219.1
|
)
|
|
1,438.2
|
|
|||||
Operating expenses
|
|
60.0
|
|
|
10.8
|
|
|
35.6
|
|
|
(0.4
|
)
|
|
106.0
|
|
|||||
Segment contribution margin
|
|
$
|
112.0
|
|
|
$
|
28.8
|
|
|
$
|
14.3
|
|
|
$
|
(6.2
|
)
|
|
148.9
|
|
|
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
34.3
|
|
|||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
34.9
|
|
|||||||||
Other operating income
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|||||||||
Operating income
|
|
|
|
|
|
|
|
|
|
$
|
79.8
|
|
||||||||
Total assets
|
|
$
|
2,056.3
|
|
|
$
|
352.0
|
|
|
$
|
452.3
|
|
|
$
|
716.8
|
|
|
$
|
3,577.4
|
|
Capital spending (excluding business combinations)
|
|
$
|
38.2
|
|
|
$
|
6.0
|
|
|
$
|
2.2
|
|
|
$
|
1.3
|
|
|
$
|
47.7
|
|
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||
Net sales (excluding intercompany fees and sales)
|
|
$
|
1,716.5
|
|
|
$
|
143.2
|
|
|
$
|
671.4
|
|
|
$
|
1.2
|
|
|
$
|
2,532.3
|
|
Intercompany fees and sales
|
|
188.5
|
|
|
72.7
|
|
|
—
|
|
|
(261.2
|
)
|
|
—
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of goods sold
|
|
1,776.0
|
|
|
139.9
|
|
|
574.7
|
|
|
(245.6
|
)
|
|
2,245.0
|
|
|||||
Operating expenses
|
|
107.9
|
|
|
19.2
|
|
|
66.5
|
|
|
(1.4
|
)
|
|
192.2
|
|
|||||
Insurance proceeds — business interruption
|
|
(42.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42.4
|
)
|
|||||
Segment contribution margin
|
|
$
|
63.5
|
|
|
$
|
56.8
|
|
|
$
|
30.2
|
|
|
$
|
(13.0
|
)
|
|
137.5
|
|
|
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
63.9
|
|
|||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
73.4
|
|
|||||||||
Operating income
|
|
|
|
|
|
|
|
|
|
$
|
0.2
|
|
||||||||
Capital spending (excluding business combinations)
|
|
$
|
6.9
|
|
|
$
|
1.9
|
|
|
$
|
4.4
|
|
|
$
|
6.4
|
|
|
$
|
19.6
|
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||
Net sales (excluding intercompany fees and sales)
|
|
$
|
1,848.6
|
|
|
$
|
245.3
|
|
|
$
|
747.9
|
|
|
$
|
1.9
|
|
|
$
|
2,843.7
|
|
Intercompany fees and sales
|
|
315.2
|
|
|
70.3
|
|
|
—
|
|
|
(385.5
|
)
|
|
—
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of goods sold
|
|
1,921.7
|
|
|
240.9
|
|
|
653.2
|
|
|
(371.5
|
)
|
|
2,444.3
|
|
|||||
Operating expenses
|
|
108.2
|
|
|
21.6
|
|
|
68.1
|
|
|
(0.5
|
)
|
|
197.4
|
|
|||||
Segment contribution margin
|
|
$
|
133.9
|
|
|
$
|
53.1
|
|
|
$
|
26.6
|
|
|
$
|
(11.6
|
)
|
|
202.0
|
|
|
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
67.0
|
|
|||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
63.2
|
|
|||||||||
Other operating income
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|||||||||
Operating income
|
|
|
|
|
|
|
|
|
|
$
|
71.9
|
|
||||||||
Capital spending (excluding business combinations)
|
|
$
|
123.2
|
|
|
$
|
9.8
|
|
|
$
|
3.5
|
|
|
$
|
1.9
|
|
|
$
|
138.4
|
|
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||
Property, plant and equipment
|
|
$
|
1,191.2
|
|
|
$
|
328.2
|
|
|
$
|
524.6
|
|
|
$
|
61.1
|
|
|
$
|
2,105.1
|
|
Less: Accumulated depreciation
|
|
(326.3
|
)
|
|
(81.1
|
)
|
|
(215.9
|
)
|
|
(17.0
|
)
|
|
(640.3
|
)
|
|||||
Property, plant and equipment, net
|
|
$
|
864.9
|
|
|
$
|
247.1
|
|
|
$
|
308.7
|
|
|
$
|
44.1
|
|
|
$
|
1,464.8
|
|
Depreciation expense for the three months ended June 30, 2016
|
|
$
|
22.6
|
|
|
$
|
4.5
|
|
|
$
|
8.0
|
|
|
$
|
1.9
|
|
|
$
|
37.0
|
|
Depreciation expense for the six months ended June 30, 2016
|
|
$
|
44.3
|
|
|
$
|
9.2
|
|
|
$
|
15.9
|
|
|
$
|
3.3
|
|
|
$
|
72.7
|
|
|
|
As of June 30, 2016
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
$
|
—
|
|
|
$
|
93.8
|
|
|
$
|
—
|
|
|
$
|
93.8
|
|
RINs Obligation surplus
|
|
—
|
|
|
15.3
|
|
|
—
|
|
|
15.3
|
|
||||
Total assets
|
|
—
|
|
|
109.1
|
|
|
—
|
|
|
109.1
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
—
|
|
|
(148.4
|
)
|
|
—
|
|
|
(148.4
|
)
|
||||
RINs Obligation deficit
|
|
—
|
|
|
(37.3
|
)
|
|
—
|
|
|
(37.3
|
)
|
||||
Total liabilities
|
|
—
|
|
|
(185.7
|
)
|
|
—
|
|
|
(185.7
|
)
|
||||
Net liabilities
|
|
$
|
—
|
|
|
$
|
(76.6
|
)
|
|
$
|
—
|
|
|
$
|
(76.6
|
)
|
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
$
|
—
|
|
|
$
|
295.2
|
|
|
$
|
—
|
|
|
$
|
295.2
|
|
RINs Obligation surplus
|
|
—
|
|
|
12.9
|
|
|
—
|
|
|
12.9
|
|
||||
Total assets
|
|
—
|
|
|
308.1
|
|
|
—
|
|
|
308.1
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
—
|
|
|
(347.5
|
)
|
|
—
|
|
|
(347.5
|
)
|
||||
RINs Obligation deficit
|
|
—
|
|
|
(22.0
|
)
|
|
—
|
|
|
(22.0
|
)
|
||||
Total liabilities
|
|
—
|
|
|
(369.5
|
)
|
|
—
|
|
|
(369.5
|
)
|
||||
Net liabilities
|
|
$
|
—
|
|
|
$
|
(61.4
|
)
|
|
$
|
—
|
|
|
$
|
(61.4
|
)
|
•
|
limiting the exposure to price fluctuations of commodity inventory above or below target levels at each of our segments;
|
•
|
managing our exposure to commodity price risk associated with the purchase or sale of crude oil, feedstocks and finished grade fuel products at each of our segments; and
|
•
|
limiting the exposure to interest rate fluctuations on our floating rate borrowings.
|
(1)
|
As of
June 30, 2016
and
December 31, 2015
, we had open derivative positions representing
11,726,590
barrels and
6,413,150
barrels, respectively, of crude oil and refined petroleum products. Of these open positions, contracts representing
1,983,600
barrels and
3,324,400
barrels were designated as hedging instruments as of
June 30, 2016
and
December 31, 2015
, respectively.
|
(2)
|
As of
June 30, 2016
and
December 31, 2015
,
$20.5 million
and
$23.9 million
, respectively, of cash collateral held by counterparties has been netted with the derivatives with each counterparty.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Losses on derivatives not designated as hedging instruments
|
|
$
|
(13.1
|
)
|
|
$
|
(5.8
|
)
|
|
$
|
(12.6
|
)
|
|
$
|
(0.4
|
)
|
Realized (losses) gains reclassified out of OCI on derivatives designated as cash flow hedging instruments
|
|
(7.1
|
)
|
|
(5.6
|
)
|
|
(14.4
|
)
|
|
2.3
|
|
||||
Gains (losses) recognized due to cash flow hedging ineffectiveness
|
|
1.5
|
|
|
(3.9
|
)
|
|
0.5
|
|
|
(8.9
|
)
|
||||
Total
|
|
$
|
(18.7
|
)
|
|
$
|
(15.3
|
)
|
|
$
|
(26.5
|
)
|
|
$
|
(7.0
|
)
|
•
|
volatility in our refining margins or fuel gross profit as a result of changes in the prices of crude oil, other feedstocks and refined petroleum products;
|
•
|
our ability to execute our strategy of growth through acquisitions and the transactional risks inherent in such acquisitions;
|
•
|
acquired assets may suffer a diminishment in fair value, which may require us to record a write-down or impairment;
|
•
|
reliability of our operating assets;
|
•
|
competition;
|
•
|
changes in, or the failure to comply with, the extensive government regulations applicable to our industry segments;
|
•
|
diminution in value of long-lived assets may result in an impairment in the carrying value of the asset on our balance sheet and a resultant loss recognized in the statement of operations;
|
•
|
general economic and business conditions, particularly levels of spending relating to travel and tourism or conditions affecting the southeastern United States;
|
•
|
volatility of derivative instruments;
|
•
|
dependence on one wholesaler for a significant portion of our convenience store merchandise;
|
•
|
deterioration of creditworthiness or overall financial condition of a material counterparty (or counterparties);
|
•
|
unanticipated increases in cost or scope of, or significant delays in the completion of, our capital and periodic turnaround projects;
|
•
|
risks and uncertainties with respect to the quantities and costs of refined petroleum products supplied to our pipelines and/or held in our terminals;
|
•
|
operating hazards, natural disasters, casualty losses and other matters beyond our control;
|
•
|
increases in our debt levels or costs;
|
•
|
changes in our ability to continue to access the credit markets;
|
•
|
compliance, or failure to comply, with restrictive and financial covenants in our various debt agreements;
|
•
|
the inability of our subsidiaries to freely make dividends, loans or other cash distributions to us;
|
•
|
seasonality;
|
•
|
acts of terrorism aimed at either our facilities or other facilities that could impair our ability to produce or transport refined products or receive feedstocks;
|
•
|
changes in the cost or availability of transportation for feedstocks and refined products; and
|
•
|
other factors discussed under the headings "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" and in our other filings with the SEC.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Statement of Operations Data
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
1,426.4
|
|
|
$
|
1,693.1
|
|
|
$
|
2,532.3
|
|
|
$
|
2,843.7
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
1,253.9
|
|
|
1,438.2
|
|
|
2,245.0
|
|
|
2,444.3
|
|
||||
Operating expenses
|
|
90.3
|
|
|
106.0
|
|
|
192.2
|
|
|
197.4
|
|
||||
Insurance proceeds — business interruption
|
|
—
|
|
|
—
|
|
|
(42.4
|
)
|
|
—
|
|
||||
General and administrative expenses
|
|
29.3
|
|
|
34.3
|
|
|
63.9
|
|
|
67.0
|
|
||||
Depreciation and amortization
|
|
37.3
|
|
|
34.9
|
|
|
73.4
|
|
|
63.2
|
|
||||
Other operating income
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Total operating costs and expenses
|
|
1,410.5
|
|
|
1,613.3
|
|
|
2,532.1
|
|
|
2,771.8
|
|
||||
Operating income
|
|
15.9
|
|
|
79.8
|
|
|
0.2
|
|
|
71.9
|
|
||||
Interest expense
|
|
15.4
|
|
|
17.3
|
|
|
30.4
|
|
|
27.4
|
|
||||
Interest income
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.7
|
)
|
|
(0.6
|
)
|
||||
Loss (income) from equity method investments
|
|
10.6
|
|
|
(7.4
|
)
|
|
28.6
|
|
|
(7.4
|
)
|
||||
Other (income) expense, net
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
0.5
|
|
|
(1.0
|
)
|
||||
Total non-operating expenses, net
|
|
25.5
|
|
|
9.6
|
|
|
58.8
|
|
|
18.4
|
|
||||
(Loss) income before income taxes
|
|
(9.6
|
)
|
|
70.2
|
|
|
(58.6
|
)
|
|
53.5
|
|
||||
Income tax (benefit) expense
|
|
(9.0
|
)
|
|
15.1
|
|
|
(34.1
|
)
|
|
9.1
|
|
||||
Net (loss) income
|
|
(0.6
|
)
|
|
55.1
|
|
|
(24.5
|
)
|
|
44.4
|
|
||||
Net income attributed to non-controlling interest
|
|
6.4
|
|
|
6.8
|
|
|
11.7
|
|
|
12.2
|
|
||||
Net (loss) income attributable to Delek
|
|
$
|
(7.0
|
)
|
|
$
|
48.3
|
|
|
$
|
(36.2
|
)
|
|
$
|
32.2
|
|
Basic (loss) income per share
|
|
$
|
(0.11
|
)
|
|
$
|
0.80
|
|
|
$
|
(0.58
|
)
|
|
$
|
0.55
|
|
Diluted (loss) income per share
|
|
$
|
(0.11
|
)
|
|
$
|
0.79
|
|
|
$
|
(0.58
|
)
|
|
$
|
0.54
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
|
$
|
1,077.7
|
|
|
$
|
1,336.8
|
|
|
$
|
1,905.0
|
|
|
$
|
2,163.8
|
|
Cost of goods sold
|
|
988.1
|
|
|
1,164.8
|
|
|
1,776.0
|
|
|
1,921.7
|
|
||||
Gross margin
|
|
89.6
|
|
|
172.0
|
|
|
129.0
|
|
|
242.1
|
|
||||
Operating expenses
|
|
49.6
|
|
|
60.0
|
|
|
107.9
|
|
|
108.2
|
|
||||
Insurance proceeds — business interruption
|
|
—
|
|
|
—
|
|
|
(42.4
|
)
|
|
—
|
|
||||
Contribution margin
|
|
$
|
40.0
|
|
|
$
|
112.0
|
|
|
$
|
63.5
|
|
|
$
|
133.9
|
|
1
|
Sales volume includes
785
bpd and
1,070
bpd sold to the logistics segment during the
three and six
months ended
June 30, 2016
, respectively, and
4,553
bpd and
2,527
bpd during the
three and six
months ended
June 30, 2015
, respectively. Sales volume also includes sales of
797
bpd and
516
bpd of intermediate and finished products to the El Dorado refinery during the
three and six
months ended
June 30, 2016
, respectively, and
4,875
bpd and
2,880
bpd during the
three and six
months ended
June 30, 2015
, respectively. Sales volume excludes
740
bpd and
371
bpd
|
1
|
Sales volume includes
3,958
bpd and
4,173
bpd of produced finished product sold to the retail segment during the
three and six
months ended
June 30, 2016
, respectively, and
3,488
bpd and
3,977
bpd during the
three and six
months ended
June 30, 2015
, respectively. Sales volume also includes
783
bpd and
2,314
bpd of produced finished product sold to the Tyler refinery during the
three and six
months ended
June 30, 2015
, respectively. There were no sales of produced finished product to the Tyler refinery during the
three and six
months ended
June 30, 2016
. Sales volume excludes
20,450
bpd and
22,585
bpd of wholesale activity during the
three and six
months ended
June 30, 2016
, respectively, and
26,843
bpd and
25,178
bpd during the
three and six
months ended
June 30, 2015
, respectively.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Logistics Segment Contribution:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
111.8
|
|
|
$
|
172.1
|
|
|
$
|
215.9
|
|
|
$
|
315.6
|
|
Cost of goods sold
|
|
73.1
|
|
|
132.5
|
|
|
139.9
|
|
|
240.9
|
|
||||
Gross margin
|
|
38.7
|
|
|
39.6
|
|
|
76.0
|
|
|
74.7
|
|
||||
Operating expenses
|
|
8.7
|
|
|
10.8
|
|
|
19.2
|
|
|
21.6
|
|
||||
Contribution margin
|
|
$
|
30.0
|
|
|
$
|
28.8
|
|
|
$
|
56.8
|
|
|
$
|
53.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Information:
|
|
|
|
|
|
|
|
|
||||||||
East Texas - Tyler Refinery sales volumes (average bpd)
(1)
|
|
70,188
|
|
|
66,860
|
|
|
68,301
|
|
|
47,018
|
|
||||
West Texas wholesale marketing throughputs (average bpd)
|
|
12,594
|
|
|
17,490
|
|
|
13,482
|
|
|
17,070
|
|
||||
West Texas wholesale marketing margin per barrel
|
|
$
|
2.13
|
|
|
$
|
1.31
|
|
|
$
|
1.00
|
|
|
$
|
1.35
|
|
Terminalling throughputs (average bpd) (2)
|
|
126,476
|
|
|
113,578
|
|
|
122,645
|
|
|
90,581
|
|
||||
Throughputs (average bpd)
|
|
|
|
|
|
|
|
|
||||||||
Lion Pipeline System:
|
|
|
|
|
|
|
|
|
||||||||
Crude pipelines (non-gathered)
|
|
56,302
|
|
|
53,863
|
|
|
56,322
|
|
|
55,267
|
|
||||
Refined products pipelines to Enterprise Systems
|
|
53,670
|
|
|
58,572
|
|
|
53,725
|
|
|
57,258
|
|
||||
SALA Gathering System
|
|
18,288
|
|
|
21,305
|
|
18,645
|
|
|
21,421
|
||||||
East Texas Crude Logistics System
|
|
12,909
|
|
|
28,677
|
|
11,127
|
|
|
23,892
|
||||||
El Dorado Rail Offloading Rack
|
|
—
|
|
|
2,964
|
|
|
—
|
|
|
2,964
|
|
(1)
|
Excludes jet fuel and petroleum coke.
|
(2)
|
Consists of terminalling throughputs at our Tyler, Big Sandy and Mount Pleasant, Texas, El Dorado and North Little Rock, Arkansas, and Memphis and Nashville, Tennessee terminals.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
|
$
|
369.8
|
|
|
$
|
409.9
|
|
|
$
|
671.4
|
|
|
$
|
747.9
|
|
Cost of goods sold
|
|
318.5
|
|
|
360.0
|
|
|
574.7
|
|
|
653.2
|
|
||||
Gross margin
|
|
51.3
|
|
|
49.9
|
|
|
96.7
|
|
|
94.7
|
|
||||
Operating expenses
|
|
33.1
|
|
|
35.6
|
|
|
66.5
|
|
|
68.1
|
|
||||
Contribution margin
|
|
$
|
18.2
|
|
|
$
|
14.3
|
|
|
$
|
30.2
|
|
|
$
|
26.6
|
|
Operating Information:
|
|
|
|
|
|
|
|
|
||||||||
Number of stores (end of period)
|
|
348
|
|
|
360
|
|
|
348
|
|
|
360
|
|
||||
Average number of stores
|
|
352
|
|
|
360
|
|
|
354
|
|
|
361
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash Flow Data:
|
|
|
|
|
||||
Operating activities
|
|
$
|
156.6
|
|
|
$
|
73.7
|
|
Investing activities
|
|
(59.4
|
)
|
|
(344.2
|
)
|
||
Financing activities
|
|
(22.3
|
)
|
|
204.8
|
|
||
Net increase (decrease)
|
|
$
|
74.9
|
|
|
$
|
(65.7
|
)
|
|
|
Full Year
2016 Forecast |
|
Six Months Ended June 30, 2016
|
||||
Refining:
|
|
|
|
|
||||
Sustaining maintenance, including turnaround activities
|
|
$
|
16.7
|
|
|
$
|
4.4
|
|
Regulatory
|
|
3.0
|
|
|
0.1
|
|
||
Discretionary projects
|
|
8.1
|
|
|
2.4
|
|
||
Refining segment total
|
|
27.8
|
|
|
6.9
|
|
||
Logistics:
|
|
|
|
|
||||
Regulatory
|
|
1.5
|
|
|
0.1
|
|
||
Sustaining maintenance
|
|
9.3
|
|
|
1.3
|
|
||
Discretionary projects
|
|
3.5
|
|
|
0.5
|
|
||
Logistics segment total
|
|
14.3
|
|
|
1.9
|
|
||
Retail:
|
|
|
|
|
||||
Sustaining maintenance
|
|
8.2
|
|
|
2.5
|
|
||
Growth/profit improvements
|
|
4.6
|
|
|
1.7
|
|
||
Retrofit/rebrand/re-image
|
|
0.2
|
|
|
—
|
|
||
Raze and rebuild/new/land
|
|
0.2
|
|
|
0.2
|
|
||
Retail segment total
|
|
13.2
|
|
|
4.4
|
|
||
Other:
|
|
|
|
|
||||
Growth/profit improvements
|
|
7.5
|
|
|
4.8
|
|
||
New builds/land
|
|
1.1
|
|
|
1.6
|
|
||
Other total
|
|
8.6
|
|
|
6.4
|
|
||
Total capital spending
|
|
$
|
63.9
|
|
|
$
|
19.6
|
|
|
|
Total Outstanding
|
|
Notional Contract Volume (barrels) by
Year of Maturity
|
||||||||||||
Contract Description
|
|
Market Value
|
|
Notional Contract Volume (barrels)
|
|
2016
|
|
2017
|
|
2018
|
||||||
Contracts not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||
Crude oil price swaps - long
|
|
$
|
10.9
|
|
|
1,364,000
|
|
|
274,000
|
|
|
1,090,000
|
|
|
—
|
|
Crude oil price swaps - short
|
|
(20.5
|
)
|
|
2,355,000
|
|
|
957,000
|
|
|
1,398,000
|
|
|
—
|
|
|
Inventory, refined product and crack spread swaps - long
|
|
3.0
|
|
|
2,781,000
|
|
|
2,781,000
|
|
|
—
|
|
|
—
|
|
|
Inventory, refined product and crack spread swaps - short
|
|
(3.3
|
)
|
|
3,242,990
|
|
|
3,041,990
|
|
|
201,000
|
|
|
—
|
|
|
Total
|
|
$
|
(9.9
|
)
|
|
9,742,990
|
|
|
7,053,990
|
|
|
2,689,000
|
|
|
—
|
|
Contracts designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||
Crude oil price swaps - long
|
|
$
|
(44.7
|
)
|
|
1,983,600
|
|
|
257,600
|
|
|
576,000
|
|
|
1,150,000
|
|
Total
|
|
$
|
(44.7
|
)
|
|
1,983,600
|
|
|
257,600
|
|
|
576,000
|
|
|
1,150,000
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans
or Programs
(1)
|
||||||
April 1 - April 30, 2016
|
|
187,765
|
|
|
$
|
15.18
|
|
|
187,765
|
|
|
$
|
119,350,261
|
|
May 1 - May 31, 2016
|
|
18,116
|
|
|
16.56
|
|
|
18,116
|
|
|
119,050,281
|
|
||
June 1 - June 30, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
119,050,281
|
|
|
Total
|
|
205,881
|
|
|
$
|
15.30
|
|
|
205,881
|
|
|
N/A
|
(1)
|
On February 25, 2016, the Company announced that the Board of Directors authorized a share repurchase program for up to $125.0 million of the Company’s common stock. Any share repurchases under the repurchase program may be implemented through open market transactions or in privately negotiated transactions, in accordance with applicable securities laws. The timing, price, and size of repurchases will be made at the discretion of management and will depend on prevailing market prices, general economic and market conditions and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of stock, and the authorization under the repurchase program will expire on December 31, 2016.
|
Exhibit No.
|
|
Description
|
||
10.1
|
|
§ *
|
|
Letter Agreement, dated May 5, 2016, modifying Yemin Employment Agreement dated November 1, 2013, by and between Delek US Holdings, Inc. and Ezra Uzi Yemin.
|
10.2
|
|
*
|
|
Delek US Holdings, Inc. 2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed on June 1, 2016).
|
10.3
|
|
§
|
|
Second Amendment to Third Amended and Restated Credit Agreement, dated December 10, 2015, between MAPCO Express, Inc. as borrower, Fifth Third Bank as joint lead arranger, sole book runner and administrative agent and a lender, Bank of America, N.A., as co-syndication Agent and a lender, BMO Capital Markets, as joint lead arranger and co-syndication agent, Regions Business Capital, as joint lead arranger and co-syndication agent and the lenders from time to time parties thereto.
|
10.4
|
|
§
|
|
Amendment to El Dorado Throughput and Tankage Agreement, executed as of July 22, 2016 but effective as of February 11, 2014, between Lion Oil Company and Delek Logistics Operating LLC, and, for limited purposes, J. Aron & Company.
|
10.5
|
|
§ *
|
|
General Terms and Conditions for Restricted Stock Unit Awards to Executive Officers and Directors under the 2016 Delek US Holdings, Inc. Long-Term Incentive Plan.
|
10.6
|
|
§ *
|
|
General Terms and Conditions for Stock Appreciation Right Awards to Executive Officers and Directors under the 2016 Delek US Holdings, Inc. Long-Term Incentive Plan.
|
31.1
|
|
§
|
|
Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
|
31.2
|
|
§
|
|
Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
|
32.1
|
|
§
|
|
Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
§
|
|
Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
|
|
The following materials from Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015 (Unaudited), (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2016 and 2015 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2016 and 2015 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 (Unaudited), and (v) Notes to Condensed Consolidated Financial Statements (Unaudited).
|
*
|
Management contract or compensatory plan or arrangement.
|
§
|
Filed herewith.
|
Delek US Holdings, Inc.
|
|
|
|
By:
|
/s/ Ezra Uzi Yemin
|
|
Ezra Uzi Yemin
|
|
Director (Chairman), President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
By:
|
/s/ Assaf Ginzburg
|
|
Assaf Ginzburg
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Exhibit No.
|
|
Description
|
||
10.1
|
|
§ *
|
|
Letter Agreement, dated May 5, 2016, modifying Yemin Employment Agreement dated November 1, 2013, by and between Delek US Holdings, Inc. and Ezra Uzi Yemin.
|
10.2
|
|
*
|
|
Delek US Holdings, Inc. 2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed on June 1, 2016).
|
10.3
|
|
§
|
|
Second Amendment to Third Amended and Restated Credit Agreement, dated December 10, 2015, between MAPCO Express, Inc. as borrower, Fifth Third Bank as joint lead arranger, sole book runner and administrative agent and a lender, Bank of America, N.A., as co-syndication Agent and a lender, BMO Capital Markets, as joint lead arranger and co-syndication agent, Regions Business Capital, as joint lead arranger and co-syndication agent and the lenders from time to time parties thereto.
|
10.4
|
|
§
|
|
Amendment to El Dorado Throughput and Tankage Agreement, executed as of July 22, 2016 but effective as of February 11, 2014, between Lion Oil Company and Delek Logistics Operating LLC, and, for limited purposes, J. Aron & Company.
|
10.5
|
|
§ *
|
|
General Terms and Conditions for Restricted Stock Unit Awards to Executive Officers and Directors under the 2016 Delek US Holdings, Inc. Long-Term Incentive Plan.
|
10.6
|
|
§ *
|
|
General Terms and Conditions for Stock Appreciation Right Awards to Executive Officers and Directors under the 2016 Delek US Holdings, Inc. Long-Term Incentive Plan.
|
31.1
|
|
§
|
|
Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
|
31.2
|
|
§
|
|
Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
|
32.1
|
|
§
|
|
Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
§
|
|
Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
|
|
The following materials from Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015 (Unaudited), (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2016 and 2015 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2016 and 2015 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 (Unaudited), and (v) Notes to Condensed Consolidated Financial Statements (Unaudited).
|
*
|
Management contract or compensatory plan or arrangement.
|
§
|
Filed herewith.
|
X
=
|
the number of whole SAR shares being exercised, and
|
Y
=
|
the excess of (i) the FMV on the date of exercise over (ii) the base price per share with respect to the SARs being exercised.
|
By:
|
/s/ Ezra Uzi Yemin
|
|
Ezra Uzi Yemin,
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
By:
|
/s/ Assaf Ginzburg
|
|
Assaf Ginzburg,
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
By:
|
/s/ Ezra Uzi Yemin
|
|
Ezra Uzi Yemin,
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
By:
|
/s/ Assaf Ginzburg
|
|
Assaf Ginzburg,
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|