þ
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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, 2015
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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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45-5379027
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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
o
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Accelerated filer
þ
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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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Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 (Unaudited)
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Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2015 and 2014 (Unaudited)
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Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (Unaudited)
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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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June 30, 2015
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December 31, 2014
(1)
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||||
ASSETS
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(In thousands)
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||||||
Current assets:
|
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||||
Cash and cash equivalents
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$
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124
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$
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1,861
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Accounts receivable
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39,117
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27,986
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Inventory
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4,308
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10,316
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||
Deferred tax assets
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28
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28
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Other current assets
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485
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768
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Total current assets
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44,062
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40,959
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Property, plant and equipment:
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||||
Property, plant and equipment
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317,208
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308,088
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Less: accumulated depreciation
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(61,965
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)
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(53,309
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)
|
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Property, plant and equipment, net
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255,243
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254,779
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Equity method investments
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18,472
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—
|
|
||
Goodwill
|
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11,654
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11,654
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Intangible assets, net
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15,944
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16,520
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Other non-current assets
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6,621
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7,374
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Total assets
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$
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351,996
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$
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331,286
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LIABILITIES AND EQUITY (DEFICIT)
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||||
Current liabilities:
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||||
Accounts payable
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$
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14,754
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$
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17,929
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Accounts payable to related parties
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8,732
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628
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Excise and other taxes payable
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7,186
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5,443
|
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Accrued expenses and other current liabilities
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2,330
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|
1,588
|
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Tank inspection liabilities
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2,541
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2,829
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Pipeline release liabilities
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3,069
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1,899
|
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Total current liabilities
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38,612
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30,316
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Non-current liabilities:
|
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||||
Revolving credit facility
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316,900
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251,750
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Asset retirement obligations
|
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3,379
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|
|
3,319
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Deferred tax liabilities
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297
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|
231
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Other non-current liabilities
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8,610
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5,889
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Total non-current liabilities
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329,186
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261,189
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Equity (Deficit):
|
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|
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||||
Predecessor division equity
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—
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19,726
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|
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Common unitholders - public; 9,451,589 units issued and outstanding at June 30, 2015 (9,417,189 at December 31, 2014)
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197,052
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194,737
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Common unitholders - Delek; 2,799,258 units issued and outstanding at June 30, 2015 (2,799,258 at December 31, 2014)
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(281,852
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)
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(241,112
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)
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Subordinated unitholders - Delek; 11,999,258 units issued and outstanding at June 30, 2015 (11,999,258 at December 31, 2014)
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76,439
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73,515
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General partner - Delek; 494,900 units issued and outstanding at June 30, 2015 (494,197 at December 31, 2014)
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(7,441
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)
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(7,085
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)
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Total (deficit) equity
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(15,802
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)
|
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39,781
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Total liabilities and (deficit) equity
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$
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351,996
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$
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331,286
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Three Months Ended
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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2015
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2014
(1)
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2015
(2)
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2014
(1)
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||||||||
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(In thousands, except unit and per unit data)
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||||||||||||||
Net sales:
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Affiliate
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$
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39,871
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$
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28,893
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$
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72,151
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$
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54,175
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Third-Party
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132,263
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207,450
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243,495
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385,695
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Net sales
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172,134
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236,343
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315,646
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439,870
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||||
Operating costs and expenses:
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||||||||
Cost of goods sold
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132,494
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196,574
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240,901
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368,783
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||||
Operating expenses
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10,798
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|
9,719
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21,575
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|
19,215
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General and administrative expenses
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2,982
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2,242
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6,391
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4,905
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|
||||
Depreciation and amortization
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4,744
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3,623
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9,244
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7,100
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|
||||
(Gain) loss on asset disposals
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(23
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)
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74
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(18
|
)
|
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74
|
|
||||
Total operating costs and expenses
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150,995
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212,232
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278,093
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400,077
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|
||||
Operating income
|
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21,139
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|
24,111
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37,553
|
|
|
39,793
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|
||||
Interest expense, net
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2,616
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|
|
2,342
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|
|
4,773
|
|
|
4,325
|
|
||||
Loss on equity method investments
|
|
149
|
|
|
—
|
|
|
149
|
|
|
—
|
|
||||
Total non-operating expenses
|
|
2,765
|
|
|
2,342
|
|
|
4,922
|
|
|
4,325
|
|
||||
Income before income tax expense
|
|
18,374
|
|
|
21,769
|
|
|
32,631
|
|
|
35,468
|
|
||||
Income tax expense
|
|
63
|
|
|
281
|
|
|
317
|
|
|
428
|
|
||||
Net income
|
|
18,311
|
|
|
21,488
|
|
|
32,314
|
|
|
35,040
|
|
||||
Less: loss attributable to Predecessors
|
|
—
|
|
|
(266
|
)
|
|
(637
|
)
|
|
(1,386
|
)
|
||||
Net income attributable to partners
|
|
$
|
18,311
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|
|
$
|
21,754
|
|
|
$
|
32,951
|
|
|
$
|
36,426
|
|
Comprehensive income attributable to partners
|
|
$
|
18,311
|
|
|
$
|
21,754
|
|
|
$
|
32,951
|
|
|
$
|
36,426
|
|
|
|
|
|
|
|
|
|
|
||||||||
Less: General partner's interest in net income, including incentive distribution rights
|
|
(1,109
|
)
|
|
(620
|
)
|
|
(1,996
|
)
|
|
(914
|
)
|
||||
Limited partners' interest in net income
|
|
$
|
17,202
|
|
|
$
|
21,134
|
|
|
$
|
30,955
|
|
|
$
|
35,512
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
||||||||
Common units - (basic)
|
|
$
|
0.71
|
|
|
$
|
0.88
|
|
|
$
|
1.28
|
|
|
$
|
1.47
|
|
Common units - (diluted)
|
|
$
|
0.70
|
|
|
$
|
0.87
|
|
|
$
|
1.27
|
|
|
$
|
1.46
|
|
Subordinated units - Delek (basic and diluted)
|
|
$
|
0.71
|
|
|
$
|
0.87
|
|
|
$
|
1.28
|
|
|
$
|
1.47
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Common units - (basic)
|
|
12,224,007
|
|
|
12,159,732
|
|
|
12,220,248
|
|
|
12,156,135
|
|
||||
Common units - (diluted)
|
|
12,360,519
|
|
|
12,291,273
|
|
|
12,350,621
|
|
|
12,281,598
|
|
||||
Subordinated units - Delek (basic and diluted)
|
|
11,999,258
|
|
|
11,999,258
|
|
|
11,999,258
|
|
|
11,999,258
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash distributions per limited partner unit
|
|
$
|
0.550
|
|
|
$
|
0.475
|
|
|
$
|
1.080
|
|
|
$
|
0.900
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
(1)
|
|
2014
(2)
|
||||
Cash flows from operating activities:
|
|
(In thousands)
|
||||||
Net income
|
|
$
|
32,314
|
|
|
$
|
35,040
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
9,244
|
|
|
7,100
|
|
||
Amortization of unfavorable contract liability to revenue
|
|
—
|
|
|
(1,334
|
)
|
||
Amortization of deferred financing costs
|
|
730
|
|
|
634
|
|
||
Accretion of asset retirement obligations
|
|
124
|
|
|
209
|
|
||
Deferred income taxes
|
|
66
|
|
|
52
|
|
||
Loss on equity method investments
|
|
149
|
|
|
—
|
|
||
(Gain) loss on asset disposals
|
|
(18
|
)
|
|
74
|
|
||
Unit-based compensation expense
|
|
194
|
|
|
121
|
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
||||
Accounts receivable
|
|
(11,131
|
)
|
|
(8,975
|
)
|
||
Inventories and other current assets
|
|
6,291
|
|
|
(7,779
|
)
|
||
Accounts payable and other current liabilities
|
|
192
|
|
|
18,872
|
|
||
Accounts payable to related parties
|
|
8,219
|
|
|
1,083
|
|
||
Non-current assets and liabilities, net
|
|
186
|
|
|
(649
|
)
|
||
Net cash provided by operating activities
|
|
46,560
|
|
|
44,448
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Business combinations
|
|
(400
|
)
|
|
—
|
|
||
Purchases of property, plant and equipment
|
|
(13,535
|
)
|
|
(4,200
|
)
|
||
Proceeds from sales of property, plant and equipment
|
|
1,183
|
|
|
—
|
|
||
Equity method investments
|
|
(14,789
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(27,541
|
)
|
|
(4,200
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from issuance of additional units to maintain 2% General Partner interest
|
|
31
|
|
|
22
|
|
||
Distributions to general partner
|
|
(1,574
|
)
|
|
(414
|
)
|
||
Distributions to common unitholders - public
|
|
(9,801
|
)
|
|
(7,856
|
)
|
||
Distributions to common unitholders - Delek
|
|
(2,911
|
)
|
|
(2,352
|
)
|
||
Distributions to subordinated unitholders
|
|
(12,479
|
)
|
|
(10,080
|
)
|
||
Distributions to Delek for acquisitions
|
|
(61,890
|
)
|
|
(95,900
|
)
|
||
Proceeds from revolving credit facility
|
|
203,514
|
|
|
283,100
|
|
||
Payments of revolving credit facility
|
|
(138,364
|
)
|
|
(208,900
|
)
|
||
Predecessor division equity contribution
|
|
115
|
|
|
3,625
|
|
||
Reimbursement of capital expenditures by Sponsor
|
|
2,603
|
|
|
—
|
|
||
Net cash used in financing activities
|
|
(20,756
|
)
|
|
(38,755
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
|
(1,737
|
)
|
|
1,493
|
|
||
Cash and cash equivalents at the beginning of the period
|
|
1,861
|
|
|
924
|
|
||
Cash and cash equivalents at the end of the period
|
|
$
|
124
|
|
|
$
|
2,417
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
||||
Interest
|
|
$
|
3,863
|
|
|
$
|
3,508
|
|
Income taxes
|
|
$
|
5
|
|
|
$
|
18
|
|
Non-cash investing activities:
|
|
|
|
|
|
|
||
Equity method investments
|
|
$
|
3,832
|
|
|
$
|
—
|
|
Non-cash financing activities:
|
|
|
|
|
||||
Sponsor contribution of fixed assets
|
|
$
|
418
|
|
|
$
|
706
|
|
|
|
Delek Logistics Partners, LP
|
|
El Dorado Assets (El Dorado Assets Predecessor)
|
|
Tyler Assets (Tyler Assets Predecessor)
|
|
December 31, 2014
|
||||||||
|
|
(In thousands)
|
||||||||||||||
ASSETS
|
||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
1,861
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,861
|
|
Accounts receivable
|
|
27,986
|
|
|
—
|
|
|
—
|
|
|
27,986
|
|
||||
Inventory
|
|
10,316
|
|
|
—
|
|
|
—
|
|
|
10,316
|
|
||||
Deferred tax assets
|
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||
Other current assets
|
|
768
|
|
|
—
|
|
|
—
|
|
|
768
|
|
||||
Total current assets
|
|
40,959
|
|
|
—
|
|
|
—
|
|
|
40,959
|
|
||||
Property, plant and equipment:
|
|
|
|
|
|
|
|
|
||||||||
Property, plant and equipment
|
|
288,045
|
|
|
8,267
|
|
|
11,776
|
|
|
308,088
|
|
||||
Less: accumulated depreciation
|
|
(52,992
|
)
|
|
(317
|
)
|
|
—
|
|
|
(53,309
|
)
|
||||
Property, plant and equipment, net
|
|
235,053
|
|
|
7,950
|
|
|
11,776
|
|
|
254,779
|
|
||||
Goodwill
|
|
11,654
|
|
|
—
|
|
|
—
|
|
|
11,654
|
|
||||
Intangible assets, net
|
|
16,520
|
|
|
—
|
|
|
—
|
|
|
16,520
|
|
||||
Other non-current assets
|
|
7,374
|
|
|
—
|
|
|
—
|
|
|
7,374
|
|
||||
Total assets
|
|
$
|
311,560
|
|
|
$
|
7,950
|
|
|
$
|
11,776
|
|
|
$
|
331,286
|
|
LIABILITIES AND EQUITY
|
||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
17,929
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,929
|
|
Accounts payable to related parties
|
|
628
|
|
|
—
|
|
|
—
|
|
|
628
|
|
||||
Excise and other taxes payable
|
|
5,443
|
|
|
—
|
|
|
—
|
|
|
5,443
|
|
||||
Accrued expenses and other current liabilities
|
|
1,588
|
|
|
—
|
|
|
—
|
|
|
1,588
|
|
||||
Tank inspection liabilities
|
|
2,829
|
|
|
—
|
|
|
—
|
|
|
2,829
|
|
||||
Pipeline release liabilities
|
|
1,899
|
|
|
—
|
|
|
—
|
|
|
1,899
|
|
||||
Total current liabilities
|
|
30,316
|
|
|
—
|
|
|
—
|
|
|
30,316
|
|
||||
Non-current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Revolving credit facility
|
|
251,750
|
|
|
—
|
|
|
—
|
|
|
251,750
|
|
||||
Asset retirement obligations
|
|
3,319
|
|
|
—
|
|
|
—
|
|
|
3,319
|
|
||||
Deferred tax liabilities
|
|
231
|
|
|
—
|
|
|
—
|
|
|
231
|
|
||||
Other non-current liabilities
|
|
5,889
|
|
|
—
|
|
|
—
|
|
|
5,889
|
|
||||
Total non-current liabilities
|
|
261,189
|
|
|
—
|
|
|
—
|
|
|
261,189
|
|
||||
Equity:
|
|
|
|
|
|
|
|
|
||||||||
Predecessors division equity
|
|
—
|
|
|
7,950
|
|
|
11,776
|
|
|
19,726
|
|
||||
Common unitholders - public (9,417,189 units issued and outstanding)
|
|
194,737
|
|
|
—
|
|
|
—
|
|
|
194,737
|
|
||||
Common unitholders - Delek (2,799,258 units issued and outstanding)
|
|
(241,112
|
)
|
|
—
|
|
|
—
|
|
|
(241,112
|
)
|
||||
Subordinated unitholders - Delek (11,999,258 units issued and outstanding)
|
|
73,515
|
|
|
—
|
|
|
—
|
|
|
73,515
|
|
||||
General Partner unitholders - Delek (494,197 units issued and outstanding)
|
|
(7,085
|
)
|
|
—
|
|
|
—
|
|
|
(7,085
|
)
|
||||
Total equity
|
|
20,055
|
|
|
7,950
|
|
|
11,776
|
|
|
39,781
|
|
||||
Total liabilities and equity
|
|
$
|
311,560
|
|
|
$
|
7,950
|
|
|
$
|
11,776
|
|
|
$
|
331,286
|
|
|
|
Delek Logistics Partners, LP
|
|
El Dorado Assets
(El Dorado Assets Predecessor)
|
|
Tyler Assets
(Tyler Assets Predecessor)
|
|
Six Months Ended June 30, 2015
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Net Sales
|
|
$
|
315,646
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
315,646
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
240,901
|
|
|
—
|
|
|
—
|
|
|
240,901
|
|
||||
Operating expenses
|
|
21,408
|
|
|
167
|
|
|
—
|
|
|
21,575
|
|
||||
General and administrative expenses
|
|
6,391
|
|
|
—
|
|
|
—
|
|
|
6,391
|
|
||||
Depreciation and amortization
|
|
8,774
|
|
|
372
|
|
|
98
|
|
|
9,244
|
|
||||
Gain on asset disposals
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
||||
Total operating costs and expenses
|
|
277,456
|
|
|
539
|
|
|
98
|
|
|
278,093
|
|
||||
Operating income (loss)
|
|
38,190
|
|
|
(539
|
)
|
|
(98
|
)
|
|
37,553
|
|
||||
Interest expense, net
|
|
4,773
|
|
|
—
|
|
|
—
|
|
|
4,773
|
|
||||
Loss on equity method investments
|
|
149
|
|
|
—
|
|
|
—
|
|
|
149
|
|
||||
Total non-operating costs and expenses
|
|
4,922
|
|
|
—
|
|
|
—
|
|
|
4,922
|
|
||||
Net income (loss) before income tax expense
|
|
33,268
|
|
|
(539
|
)
|
|
(98
|
)
|
|
32,631
|
|
||||
Income tax expense
|
|
317
|
|
|
—
|
|
|
—
|
|
|
317
|
|
||||
Net income (loss)
|
|
32,951
|
|
|
(539
|
)
|
|
(98
|
)
|
|
32,314
|
|
||||
Less: loss attributable to Predecessors
|
|
—
|
|
|
(539
|
)
|
|
(98
|
)
|
|
(637
|
)
|
||||
Net income attributable to partners
|
|
$
|
32,951
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,951
|
|
|
|
Delek Logistics Partners, LP
|
|
El Dorado Assets
(El Dorado Assets Predecessor)
|
|
Three Months Ended June 30, 2014
(1)
|
||||||
|
|
(In thousands)
|
||||||||||
Net Sales
|
|
$
|
236,343
|
|
|
$
|
—
|
|
|
$
|
236,343
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
196,574
|
|
|
—
|
|
|
196,574
|
|
|||
Operating expenses
|
|
9,544
|
|
|
175
|
|
|
9,719
|
|
|||
General and administrative expenses
|
|
2,242
|
|
|
—
|
|
|
2,242
|
|
|||
Depreciation and amortization
|
|
3,532
|
|
|
91
|
|
|
3,623
|
|
|||
Loss on asset disposals
|
|
74
|
|
|
—
|
|
|
74
|
|
|||
Total operating costs and expenses
|
|
211,966
|
|
|
266
|
|
|
212,232
|
|
|||
Operating income (loss)
|
|
24,377
|
|
|
(266
|
)
|
|
24,111
|
|
|||
Interest expense, net
|
|
2,342
|
|
|
—
|
|
|
2,342
|
|
|||
Net income (loss) before income tax expense
|
|
22,035
|
|
|
(266
|
)
|
|
21,769
|
|
|||
Income tax expense
|
|
281
|
|
|
—
|
|
|
281
|
|
|||
Net income (loss)
|
|
21,754
|
|
|
(266
|
)
|
|
21,488
|
|
|||
Less: loss attributable to Predecessors
|
|
—
|
|
|
(266
|
)
|
|
(266
|
)
|
|||
Net income attributable to partners
|
|
$
|
21,754
|
|
|
$
|
—
|
|
|
$
|
21,754
|
|
|
|
|
|
|
|
|
|
|
Delek Logistics Partners, LP
|
|
El Dorado Assets
(El Dorado Assets Predecessor) |
|
El Dorado Terminal and Tank Assets
(El Dorado Predecessor) |
|
Six Months Ended June 30, 2014
(1)
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Net Sales
|
|
$
|
439,870
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
439,870
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
368,783
|
|
|
—
|
|
|
—
|
|
|
368,783
|
|
||||
Operating expenses
|
|
18,080
|
|
|
352
|
|
|
783
|
|
|
19,215
|
|
||||
General and administrative expenses
|
|
4,859
|
|
|
—
|
|
|
46
|
|
|
4,905
|
|
||||
Depreciation and amortization
|
|
6,895
|
|
|
91
|
|
|
114
|
|
|
7,100
|
|
||||
Loss on asset disposals
|
|
74
|
|
|
—
|
|
|
—
|
|
|
74
|
|
||||
Total operating costs and expenses
|
|
398,691
|
|
|
443
|
|
|
943
|
|
|
400,077
|
|
||||
Operating income (loss)
|
|
41,179
|
|
|
(443
|
)
|
|
(943
|
)
|
|
39,793
|
|
||||
Interest expense, net
|
|
4,325
|
|
|
—
|
|
|
—
|
|
|
4,325
|
|
||||
Net income (loss) before income tax expense
|
|
36,854
|
|
|
(443
|
)
|
|
(943
|
)
|
|
35,468
|
|
||||
Income tax expense
|
|
428
|
|
|
—
|
|
|
—
|
|
|
428
|
|
||||
Net income (loss)
|
|
36,426
|
|
|
(443
|
)
|
|
(943
|
)
|
|
35,040
|
|
||||
Less: Loss attributable to Predecessors
|
|
—
|
|
|
(443
|
)
|
|
(943
|
)
|
|
(1,386
|
)
|
||||
Net income attributable to partners
|
|
$
|
36,426
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,426
|
|
|
|
FTT Assets
(1)
|
|
Greenville-Mount Pleasant Assets
(2)
|
||||
Property, plant and equipment
|
|
$
|
11,145
|
|
|
$
|
4,829
|
|
Intangible assets
|
|
—
|
|
|
5,171
|
|
||
Inventory
|
|
—
|
|
|
1,125
|
|
||
Accounts receivable
|
|
1,901
|
|
|
—
|
|
||
Accounts payable
|
|
(1,121
|
)
|
|
—
|
|
||
Total
|
|
$
|
11,925
|
|
|
$
|
11,125
|
|
(1)
|
During the six months ended June 30, 2015, we adjusted our previously disclosed purchase price allocation and certain of the acquisition date fair values in connection with working capital adjustments and an additional
$0.4 million
of consideration paid for additional assets. The property, plant and equipment, accounts receivable and accounts payable valuation are subject to change during the purchase price allocation period.
|
(2)
|
During the six months ended June 30, 2015, we adjusted our purchase price allocation and certain of the acquisition date fair values previously disclosed. The property, plant and equipment, intangible assets and inventory valuation are subject to change during the purchase price allocation period.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
|
June 30, 2014
|
|
June 30, 2014
|
||||
FTT Assets:
|
|
|
|
|
||||
Net sales
|
|
$
|
239,871
|
|
|
$
|
446,632
|
|
Net income
|
|
$
|
21,699
|
|
|
$
|
35,418
|
|
Greenville-Mount Pleasant Assets:
|
|
|
|
|
||||
Net sales
|
|
$
|
236,516
|
|
|
$
|
440,215
|
|
Net income
|
|
$
|
21,379
|
|
|
$
|
34,822
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income attributable to partners
|
|
$
|
18,311
|
|
|
$
|
21,754
|
|
|
$
|
32,951
|
|
|
$
|
36,426
|
|
Less: General partner's distribution (including IDRs)
(1)
|
|
1,030
|
|
|
424
|
|
|
1,898
|
|
|
633
|
|
||||
Less: Limited partners' distribution
|
|
6,738
|
|
|
5,787
|
|
|
13,213
|
|
|
10,952
|
|
||||
Less: Subordinated partner's distribution
|
|
6,600
|
|
|
5,699
|
|
|
12,959
|
|
|
10,799
|
|
||||
Earnings in excess of distributions
|
|
$
|
3,943
|
|
|
$
|
9,844
|
|
|
$
|
4,881
|
|
|
$
|
14,042
|
|
|
|
|
|
|
|
|
|
|
||||||||
General partner's earnings:
|
|
|
|
|
|
|
|
|
||||||||
Distributions (including IDRs)
(1)
|
|
$
|
1,030
|
|
|
$
|
424
|
|
|
$
|
1,898
|
|
|
$
|
633
|
|
Allocation of earnings in excess of distributions
|
|
79
|
|
|
196
|
|
|
98
|
|
|
281
|
|
||||
Total general partner's earnings
|
|
$
|
1,109
|
|
|
$
|
620
|
|
|
$
|
1,996
|
|
|
$
|
914
|
|
|
|
|
|
|
|
|
|
|
||||||||
Limited partners' earnings on common units:
|
|
|
|
|
|
|
|
|
||||||||
Distributions
|
|
$
|
6,738
|
|
|
$
|
5,787
|
|
|
$
|
13,213
|
|
|
$
|
10,952
|
|
Allocation of earnings in excess of distributions
|
|
1,952
|
|
|
4,861
|
|
|
2,416
|
|
|
6,930
|
|
||||
Total limited partners' earnings on common units
|
|
$
|
8,690
|
|
|
$
|
10,648
|
|
|
$
|
15,629
|
|
|
$
|
17,882
|
|
|
|
|
|
|
|
|
|
|
||||||||
Limited partners' earnings on subordinated units:
|
|
|
|
|
|
|
|
|
||||||||
Distributions
|
|
$
|
6,600
|
|
|
$
|
5,699
|
|
|
$
|
12,959
|
|
|
$
|
10,799
|
|
Allocation of earnings in excess of distributions
|
|
1,912
|
|
|
4,787
|
|
|
2,367
|
|
|
6,831
|
|
||||
Total limited partner's earnings on subordinated units
|
|
$
|
8,512
|
|
|
$
|
10,486
|
|
|
$
|
15,326
|
|
|
$
|
17,630
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Common units - (basic)
|
|
12,224,007
|
|
|
12,159,732
|
|
|
12,220,248
|
|
|
12,156,135
|
|
||||
Common units - (diluted)
|
|
12,360,519
|
|
|
12,291,273
|
|
|
12,350,621
|
|
|
12,281,598
|
|
||||
Subordinated units - Delek (basic and diluted)
|
|
11,999,258
|
|
|
11,999,258
|
|
|
11,999,258
|
|
|
11,999,258
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
||||||||
Common units - (basic)
|
|
$
|
0.71
|
|
|
$
|
0.88
|
|
|
$
|
1.28
|
|
|
$
|
1.47
|
|
Common units - (diluted)
|
|
$
|
0.70
|
|
|
$
|
0.87
|
|
|
$
|
1.27
|
|
|
$
|
1.46
|
|
Subordinated units - Delek (basic and diluted)
|
|
$
|
0.71
|
|
|
$
|
0.87
|
|
|
$
|
1.28
|
|
|
$
|
1.47
|
|
|
|
Equity of Predecessors
|
|
Common - Public
|
|
Common - Delek
(1)
|
|
Subordinated
|
|
General Partner
(1)
|
|
Total
|
||||||||||||
Balance at December 31, 2014
|
|
$
|
19,726
|
|
|
$
|
194,737
|
|
|
$
|
(241,112
|
)
|
|
$
|
73,515
|
|
|
$
|
(7,085
|
)
|
|
$
|
39,781
|
|
Sponsor contributions of equity to the Logistics Assets Predecessor
|
115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|||||||
Loss attributable to the Logistics Assets Predecessor
|
(637
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(637
|
)
|
|||||||
Allocation of net assets acquired by the unitholders
|
(19,204
|
)
|
|
—
|
|
|
18,820
|
|
|
—
|
|
|
384
|
|
|
—
|
|
|||||||
Cash distributions
|
—
|
|
|
(9,801
|
)
|
|
(63,563
|
)
|
|
(12,479
|
)
|
|
(2,812
|
)
|
|
(88,655
|
)
|
|||||||
Sponsorship contribution of fixed assets
|
—
|
|
|
—
|
|
|
410
|
|
|
—
|
|
|
8
|
|
|
418
|
|
|||||||
Net income attributable to partners
|
—
|
|
|
12,053
|
|
|
3,576
|
|
|
15,326
|
|
|
1,996
|
|
|
32,951
|
|
|||||||
Unit-based compensation
|
—
|
|
|
422
|
|
|
125
|
|
|
537
|
|
|
(890
|
)
|
|
194
|
|
|||||||
Other
|
—
|
|
|
(359
|
)
|
|
(108
|
)
|
|
(460
|
)
|
|
958
|
|
|
31
|
|
|||||||
Balance at June 30, 2015
|
|
$
|
—
|
|
|
$
|
197,052
|
|
|
$
|
(281,852
|
)
|
|
$
|
76,439
|
|
|
$
|
(7,441
|
)
|
|
$
|
(15,802
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income attributable to partners
|
|
$
|
18,311
|
|
|
$
|
21,754
|
|
|
$
|
32,951
|
|
|
$
|
36,426
|
|
Less: General partner's IDRs
|
|
(758
|
)
|
|
(189
|
)
|
|
(1,364
|
)
|
|
(189
|
)
|
||||
Net income available to partners
|
|
$
|
17,553
|
|
|
$
|
21,565
|
|
|
$
|
31,587
|
|
|
$
|
36,237
|
|
General partner's ownership interest
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
||||
General partner's allocated interest in net income
|
|
$
|
351
|
|
|
$
|
431
|
|
|
$
|
632
|
|
|
$
|
725
|
|
General partner's IDRs
|
|
758
|
|
|
189
|
|
|
1,364
|
|
|
189
|
|
||||
Total general partner's interest in net income
|
|
$
|
1,109
|
|
|
$
|
620
|
|
|
$
|
1,996
|
|
|
$
|
914
|
|
|
|
|
Target Quarterly Distribution per Unit
|
|
Marginal Percentage Interest in Distributions
|
||||||
|
|
|
Target Amount
|
|
Unitholders
|
|
General Partner
|
||||
Minimum Quarterly Distribution
|
|
|
$
|
0.37500
|
|
|
98.0
|
%
|
|
2.0
|
%
|
First Target Distribution
|
|
above
|
$
|
0.37500
|
|
|
98.0
|
%
|
|
2.0
|
%
|
|
|
up to
|
$
|
0.43125
|
|
|
|
|
|
||
Second Target Distribution
|
|
above
|
$
|
0.43125
|
|
|
85.0
|
%
|
|
15.0
|
%
|
|
|
up to
|
$
|
0.46875
|
|
|
|
|
|
||
Third Target Distribution
|
|
above
|
$
|
0.46875
|
|
|
75.0
|
%
|
|
25.0
|
%
|
|
|
up to
|
$
|
0.56250
|
|
|
|
|
|
||
Thereafter
|
|
thereafter
|
$
|
0.56250
|
|
|
50.0
|
%
|
|
50.0
|
%
|
Quarter Ended
|
|
Total Quarterly Distribution Per Limited Partner Unit
|
|
Total Quarterly Distribution Per Limited Partner Unit, Annualized
|
|
Total Cash Distribution, including general partner IDRs (in thousands)
|
|
Date of Distribution
|
|
Unitholders Record Date
|
||||||
December 31, 2013
|
|
$
|
0.415
|
|
|
$
|
1.66
|
|
|
$
|
10,228
|
|
|
February 13, 2014
|
|
February 4, 2014
|
March 31, 2014
|
|
$
|
0.425
|
|
|
$
|
1.70
|
|
|
$
|
10,474
|
|
|
May 14, 2014
|
|
May 6, 2014
|
June 30, 2014
|
|
$
|
0.475
|
|
|
$
|
1.90
|
|
|
$
|
11,910
|
|
|
August 14, 2014
|
|
August 7, 2014
|
September 30, 2014
|
|
$
|
0.490
|
|
|
$
|
1.96
|
|
|
$
|
12,394
|
|
|
November 14, 2014
|
|
November 6, 2014
|
December 31, 2014
|
|
$
|
0.510
|
|
|
$
|
2.04
|
|
|
$
|
13,056
|
|
|
February 13, 2015
|
|
February 6, 2015
|
March 31, 2015
|
|
$
|
0.530
|
|
|
$
|
2.12
|
|
|
$
|
13,702
|
|
|
May 14, 2015
|
|
May 4, 2015
|
June 30, 2015
|
|
$
|
0.550
|
|
|
$
|
2.20
|
|
|
$
|
14,368
|
|
|
August 14, 2015
(1)
|
|
August 6, 2015
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
General partner's distributions:
|
|
|
|
|
|
|
|
|
||||||||
General partner's distributions
|
|
$
|
272
|
|
|
$
|
235
|
|
|
$
|
534
|
|
|
$
|
444
|
|
General partner's IDRs
|
|
758
|
|
|
189
|
|
|
1,364
|
|
|
189
|
|
||||
Total general partner's distributions
|
|
1,030
|
|
|
424
|
|
|
1,898
|
|
|
633
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Limited partners' distributions:
|
|
|
|
|
|
|
|
|
||||||||
Common
|
|
6,738
|
|
|
5,787
|
|
|
13,213
|
|
|
10,952
|
|
||||
Subordinated
|
|
6,600
|
|
|
5,699
|
|
|
12,959
|
|
|
10,799
|
|
||||
Total limited partners' distributions
|
|
13,338
|
|
|
11,486
|
|
|
26,172
|
|
|
21,751
|
|
||||
Total cash distributions
|
|
$
|
14,368
|
|
|
$
|
11,910
|
|
|
$
|
28,070
|
|
|
$
|
22,384
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash distributions per limited partner unit
|
|
$
|
0.550
|
|
|
$
|
0.475
|
|
|
$
|
1.080
|
|
|
$
|
0.900
|
|
•
|
The assets and investments reported in the pipelines and transportation segment provide crude oil gathering, and crude oil, intermediate and finished products transportation and storage services to Delek's refining operations and independent third parties.
|
•
|
The assets in the wholesale marketing and terminalling segment provide marketing and terminalling services to Delek's refining operations and independent third parties.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Pipelines and Transportation
|
|
|
|
|
|
|
|
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
||||||||
Affiliate
|
|
$
|
26,093
|
|
|
$
|
20,245
|
|
|
$
|
50,078
|
|
|
$
|
37,746
|
|
Third-Party
|
|
7,641
|
|
|
2,821
|
|
|
14,658
|
|
|
5,588
|
|
||||
Total Pipelines and Transportation
|
|
33,734
|
|
|
23,066
|
|
|
64,736
|
|
|
43,334
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
5,102
|
|
|
1,130
|
|
|
9,915
|
|
|
2,256
|
|
||||
Operating expenses
(1) (2)
|
|
7,745
|
|
|
8,308
|
|
|
14,663
|
|
|
15,484
|
|
||||
Segment contribution margin
|
|
$
|
20,887
|
|
|
$
|
13,628
|
|
|
$
|
40,158
|
|
|
$
|
25,594
|
|
Capital spending (excluding business combinations)
(1) (2)
|
|
$
|
3,057
|
|
|
$
|
1,128
|
|
|
$
|
7,610
|
|
|
$
|
3,416
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wholesale Marketing and Terminalling
|
|
|
|
|
|
|
|
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
||||||||
Affiliate
|
|
$
|
13,778
|
|
|
$
|
8,648
|
|
|
$
|
22,073
|
|
|
$
|
16,429
|
|
Third-Party
|
|
124,622
|
|
|
204,629
|
|
|
228,837
|
|
|
380,107
|
|
||||
Total Wholesale Marketing and Terminalling
|
|
138,400
|
|
|
213,277
|
|
|
250,910
|
|
|
396,536
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
127,392
|
|
|
195,444
|
|
|
230,986
|
|
|
366,527
|
|
||||
Operating expenses
|
|
3,053
|
|
|
1,411
|
|
|
6,912
|
|
|
3,731
|
|
||||
Segment contribution margin
|
|
$
|
7,955
|
|
|
$
|
16,422
|
|
|
$
|
13,012
|
|
|
$
|
26,278
|
|
Capital spending (excluding business combinations)
|
|
$
|
2,905
|
|
|
$
|
756
|
|
|
$
|
5,925
|
|
|
$
|
784
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
|
|
|
|
|
|
|
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
||||||||
Affiliate
|
|
$
|
39,871
|
|
|
$
|
28,893
|
|
|
$
|
72,151
|
|
|
$
|
54,175
|
|
Third-Party
|
|
132,263
|
|
|
207,450
|
|
|
243,495
|
|
|
385,695
|
|
||||
Net sales
|
|
172,134
|
|
|
236,343
|
|
|
315,646
|
|
|
439,870
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
132,494
|
|
|
196,574
|
|
|
240,901
|
|
|
368,783
|
|
||||
Operating expenses
(1) (2)
|
|
10,798
|
|
|
9,719
|
|
|
21,575
|
|
|
19,215
|
|
||||
Contribution margin
|
|
28,842
|
|
|
30,050
|
|
|
53,170
|
|
|
51,872
|
|
||||
General and administrative expenses
|
|
2,982
|
|
|
2,242
|
|
|
6,391
|
|
|
4,905
|
|
||||
Depreciation and amortization
|
|
4,744
|
|
|
3,623
|
|
|
9,244
|
|
|
7,100
|
|
||||
(Gain) loss on asset disposals
|
|
(23
|
)
|
|
74
|
|
|
(18
|
)
|
|
74
|
|
||||
Operating income
|
|
$
|
21,139
|
|
|
$
|
24,111
|
|
|
$
|
37,553
|
|
|
$
|
39,793
|
|
Capital spending (excluding business combinations)
(1) (2)
|
|
$
|
5,962
|
|
|
$
|
1,884
|
|
|
$
|
13,535
|
|
|
$
|
4,200
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Pipelines and Transportation
|
|
$
|
285,733
|
|
|
$
|
230,293
|
|
Wholesale Marketing and Terminalling
|
|
66,263
|
|
|
100,993
|
|
||
Total Assets
|
|
$
|
351,996
|
|
|
$
|
331,286
|
|
|
|
Pipelines and Transportation
|
|
Wholesale Marketing and Terminalling
|
|
Consolidated
|
||||||
Property, plant and equipment
|
|
$
|
291,375
|
|
|
$
|
25,833
|
|
|
$
|
317,208
|
|
Less: accumulated depreciation
|
|
(50,017
|
)
|
|
(11,948
|
)
|
|
(61,965
|
)
|
|||
Property, plant and equipment, net
|
|
$
|
241,358
|
|
|
$
|
13,885
|
|
|
$
|
255,243
|
|
Depreciation expense for the three months ended June 30, 2015
|
|
$
|
3,447
|
|
|
$
|
1,031
|
|
|
$
|
4,478
|
|
Depreciation expense for the six months ended June 30, 2015
|
|
$
|
6,923
|
|
|
$
|
1,789
|
|
|
$
|
8,712
|
|
|
|
As of June 30, 2015
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Commodity derivatives
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
Total assets
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|||||||
Commodity derivatives
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
||||
Net liabilities
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
|
As of December 31, 2014
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
24
|
|
Commodity derivatives
|
|
—
|
|
|
456
|
|
|
—
|
|
|
456
|
|
||||
Total assets
|
|
—
|
|
|
480
|
|
|
—
|
|
|
480
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
(61
|
)
|
||||
Net assets
|
|
$
|
—
|
|
|
$
|
419
|
|
|
$
|
—
|
|
|
$
|
419
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Derivative Type
|
Income Statement Location
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest rate derivatives
|
Interest expense
|
|
$
|
(4
|
)
|
|
$
|
(54
|
)
|
|
$
|
(23
|
)
|
|
$
|
(75
|
)
|
Commodity derivatives
|
Cost of goods sold
|
|
(157
|
)
|
|
(175
|
)
|
|
182
|
|
|
(304
|
)
|
||||
|
Total
|
|
$
|
(161
|
)
|
|
$
|
(229
|
)
|
|
$
|
159
|
|
|
$
|
(379
|
)
|
Asset/Operation
|
|
Initiation Date
|
|
Initial/Maximum Term (years)
(1)
|
Service
|
|
Minimum Throughput Commitment (bpd)
|
|
Fee (/bbl)
|
El Dorado Assets Throughput:
|
|
|
|
|
|
|
|
|
|
Light Crude Throughput:
|
|
March 2015
|
|
9 / 15
|
Dedicated offloading services
|
|
N/A
(3)
|
|
$1.00
(2)
|
Heavy Crude Throughput:
|
|
March 2015
|
|
9 / 15
|
Dedicated offloading services
|
|
N/A
(3)
|
|
$2.25
(2)
|
(1)
|
Maximum term gives effect to the extension of the commercial agreement pursuant to the terms thereof.
|
(2)
|
Fees payable to the Partnership by Delek.
|
(3)
|
The El Dorado Assets Throughput Agreement provides for an obligated quarterly minimum throughput fee of
$1.5 million
for throughput of a combination of light and heavy crude.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
39,871
|
|
|
$
|
28,893
|
|
|
$
|
72,151
|
|
|
$
|
54,175
|
|
Cost of goods sold
|
|
$
|
36,842
|
|
|
$
|
8,857
|
|
|
$
|
43,749
|
|
|
$
|
20,562
|
|
Operating and maintenance expenses
(1)
|
|
$
|
7,509
|
|
|
$
|
5,336
|
|
|
$
|
14,894
|
|
|
$
|
10,905
|
|
General and administrative expenses
(2)
|
|
$
|
1,577
|
|
|
$
|
1,182
|
|
|
$
|
2,833
|
|
|
$
|
2,464
|
|
(1)
|
Operating and maintenance expenses include costs allocated to the El Dorado Predecessor for operating support provided to the El Dorado Predecessor and the Logistics Assets Predecessor by Delek, including certain labor related costs, property and liability insurance costs and certain other operating expenses. With respect to the El Dorado Predecessor, the costs that were allocated to us by Delek were
$0.4 million
for the
six
months ended
June 30, 2014
. With respect to the Logistics Assets Predecessor, the costs that were allocated to us by Delek were
$0.2 million
for the
six
months ended
June 30, 2015
and
$0.2 million
and
$0.4 million
for the
three and six
months ended
June 30, 2014
.
|
(2)
|
General and administrative expenses include costs allocated to the El Dorado Predecessor for general and administrative support provided to the El Dorado Predecessor by Delek, including services such as corporate management, risk management, accounting and human resources. With respect to the El Dorado Predecessor, the costs that were allocated to us by Delek were
$0.1 million
for the
six
months ended
June 30, 2014
. No costs were allocated to the Logistics Assets Predecessor to us by Delek for the
six
months ended
June 30, 2015
or for the
three and six
months ended
June 30, 2014
.
|
•
|
our substantial dependence on Delek or its assignees and their respective ability to pay us under our commercial agreements;
|
•
|
the age and condition of our assets and operating hazards and other risks incidental to transporting, storing and gathering crude oil, intermediate and refined products, including, but not limited to costs, penalties, regulatory or legal actions and other affects related to spills, releases and tank failures;
|
•
|
the timing and extent of changes in commodity prices and demand for refined products;
|
•
|
the suspension, reduction or termination of Delek's or its assignees' or any third party's obligations under our commercial agreements;
|
•
|
disruptions due to acts of God, equipment interruption or failure at our facilities, Delek’s facilities or third-party facilities on which our business is dependent;
|
•
|
our reliance on information technology systems in our day-to-day operations;
|
•
|
changes in general economic conditions;
|
•
|
the effects of existing and future laws and governmental regulations, including, but not limited to, the rules and regulations promulgated by the Federal Energy Regulatory Commission (the "FERC") and those relating to environmental protection, pipeline integrity and safety;
|
•
|
competitive conditions in our industry;
|
•
|
actions taken by our customers and competitors;
|
•
|
the demand for crude oil, refined products and transportation and storage services;
|
•
|
our ability to successfully implement our business plan;
|
•
|
our ability to complete internal growth projects on time and on budget;
|
•
|
Delek's inability to grow as expected;
|
•
|
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
|
•
|
interest rates;
|
•
|
labor relations;
|
•
|
large customer defaults;
|
•
|
changes in the availability and cost of capital of debt and equity financing;
|
•
|
changes in tax status;
|
•
|
changes in insurance markets impacting costs and the level and types of coverage available;
|
•
|
the effects of future litigation; and
|
•
|
other factors discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended
December 31, 2014
.
|
•
|
Delek’s utilization of our assets in excess of its minimum volume commitments;
|
•
|
our ability to identify and execute acquisitions and organic expansion projects, and capture incremental volume increases from Delek or third parties;
|
•
|
our ability to increase throughput volumes or sales at our refined products terminals and provide additional ancillary services at those terminals, such as ethanol blending and additives injection;
|
•
|
our ability to identify and serve new customers in our marketing operations; and
|
•
|
our ability to make connections to third-party facilities and pipelines.
|
•
|
our 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 our unitholders;
|
•
|
our ability to incur and service debt and fund capital expenditures; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2015
|
|
2014
(1)
|
|
2015
(2)
|
|
2014
(1)
|
||||||||
Statement of Operations Data:
|
|
(In thousands, except per unit amounts)
|
||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Pipelines and transportation
|
|
$
|
33,734
|
|
|
$
|
23,066
|
|
|
$
|
64,736
|
|
|
$
|
43,334
|
|
Wholesale marketing and terminalling
|
|
138,400
|
|
|
213,277
|
|
|
250,910
|
|
|
396,536
|
|
||||
Total
|
|
172,134
|
|
|
236,343
|
|
|
315,646
|
|
|
439,870
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
132,494
|
|
|
196,574
|
|
|
240,901
|
|
|
368,783
|
|
||||
Operating expenses
|
|
10,798
|
|
|
9,719
|
|
|
21,575
|
|
|
19,215
|
|
||||
General and administrative expenses
|
|
2,982
|
|
|
2,242
|
|
|
6,391
|
|
|
4,905
|
|
||||
Depreciation and amortization
|
|
4,744
|
|
|
3,623
|
|
|
9,244
|
|
|
7,100
|
|
||||
(Gain) loss on asset disposals
|
|
(23
|
)
|
|
74
|
|
|
(18
|
)
|
|
74
|
|
||||
Total operating costs and expenses
|
|
150,995
|
|
|
212,232
|
|
|
278,093
|
|
|
400,077
|
|
||||
Operating income
|
|
21,139
|
|
|
24,111
|
|
|
37,553
|
|
|
39,793
|
|
||||
Interest expense, net
|
|
2,616
|
|
|
2,342
|
|
|
4,773
|
|
|
4,325
|
|
||||
Loss on equity method investments
|
|
149
|
|
|
—
|
|
|
149
|
|
|
—
|
|
||||
Total non-operating costs and expenses
|
|
2,765
|
|
|
2,342
|
|
|
4,922
|
|
|
4,325
|
|
||||
Net income before income tax expense
|
|
18,374
|
|
|
21,769
|
|
|
32,631
|
|
|
35,468
|
|
||||
Income tax expense
|
|
63
|
|
|
281
|
|
|
317
|
|
|
428
|
|
||||
Net income
|
|
18,311
|
|
|
21,488
|
|
|
32,314
|
|
|
35,040
|
|
||||
Less: Loss attributable to Predecessors
|
|
—
|
|
|
(266
|
)
|
|
(637
|
)
|
|
(1,386
|
)
|
||||
Net income attributable to partners
|
|
$
|
18,311
|
|
|
$
|
21,754
|
|
|
$
|
32,951
|
|
|
$
|
36,426
|
|
Comprehensive income attributable to partners
|
|
$
|
18,311
|
|
|
$
|
21,754
|
|
|
$
|
32,951
|
|
|
$
|
36,426
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Less: General partner's interest in net income (2%), including incentive distribution rights
|
|
(1,109
|
)
|
|
(620
|
)
|
|
(1,996
|
)
|
|
(914
|
)
|
||||
Limited partners' interest in net income
|
|
$
|
17,202
|
|
|
$
|
21,134
|
|
|
$
|
30,955
|
|
|
$
|
35,512
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
||||||||
Common units - (basic)
|
|
$
|
0.71
|
|
|
$
|
0.88
|
|
|
$
|
1.28
|
|
|
$
|
1.47
|
|
Common units - (diluted)
|
|
$
|
0.70
|
|
|
$
|
0.87
|
|
|
$
|
1.27
|
|
|
$
|
1.46
|
|
Subordinated units - Delek (basic and diluted)
|
|
$
|
0.71
|
|
|
$
|
0.87
|
|
|
$
|
1.28
|
|
|
$
|
1.47
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Common units - (basic)
|
|
12,224,007
|
|
|
12,159,732
|
|
|
12,220,248
|
|
|
12,156,135
|
|
||||
Common units - (diluted)
|
|
12,360,519
|
|
|
12,291,273
|
|
|
12,350,621
|
|
|
12,281,598
|
|
||||
Subordinated units - Delek (basic and diluted)
|
|
11,999,258
|
|
|
11,999,258
|
|
|
11,999,258
|
|
|
11,999,258
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Distributable Cash Flow
(3)
|
|
$
|
20,943
|
|
|
$
|
23,856
|
|
|
37,620
|
|
|
$
|
39,628
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2015
|
|
2014
(1)
|
|
2015
(2)
|
|
2014
(1)
|
||||||||
|
|
(In thousands)
|
|
|
|
|
||||||||||
Reconciliation of EBITDA to net income:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
18,311
|
|
|
$
|
21,488
|
|
|
$
|
32,314
|
|
|
$
|
35,040
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
|
63
|
|
|
281
|
|
|
317
|
|
|
428
|
|
||||
Depreciation and amortization
|
|
4,744
|
|
|
3,623
|
|
|
9,244
|
|
|
7,100
|
|
||||
Interest expense, net
|
|
2,616
|
|
|
2,342
|
|
|
4,773
|
|
|
4,325
|
|
||||
EBITDA
(3)
|
|
$
|
25,734
|
|
|
$
|
27,734
|
|
|
$
|
46,648
|
|
|
$
|
46,893
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of EBITDA to net cash from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
|
$
|
30,791
|
|
|
$
|
31,036
|
|
|
$
|
46,560
|
|
|
$
|
44,448
|
|
Amortization of unfavorable contract liability to revenue
|
|
—
|
|
|
667
|
|
|
—
|
|
|
1,334
|
|
||||
Amortization of deferred financing costs
|
|
(365
|
)
|
|
(317
|
)
|
|
(730
|
)
|
|
(634
|
)
|
||||
Accretion of asset retirement obligations
|
|
(62
|
)
|
|
(89
|
)
|
|
(124
|
)
|
|
(209
|
)
|
||||
Deferred taxes
|
|
160
|
|
|
(57
|
)
|
|
(66
|
)
|
|
(52
|
)
|
||||
Loss on equity method investments
|
|
(149
|
)
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
||||
Gain (loss) on asset disposals
|
|
23
|
|
|
(74
|
)
|
|
18
|
|
|
(74
|
)
|
||||
Unit-based compensation expense
|
|
(120
|
)
|
|
(63
|
)
|
|
(194
|
)
|
|
(121
|
)
|
||||
Changes in assets and liabilities
|
|
(7,223
|
)
|
|
(5,992
|
)
|
|
(3,757
|
)
|
|
(2,552
|
)
|
||||
Income tax expense
|
|
63
|
|
|
281
|
|
|
317
|
|
|
428
|
|
||||
Interest expense, net
|
|
2,616
|
|
|
2,342
|
|
|
4,773
|
|
|
4,325
|
|
||||
EBITDA
(3)
|
|
$
|
25,734
|
|
|
$
|
27,734
|
|
|
$
|
46,648
|
|
|
$
|
46,893
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of distributable cash flow to EBITDA:
|
|
|
|
|
|
|
|
|
|
|||||||
EBITDA
(3)
|
|
$
|
25,734
|
|
|
$
|
27,734
|
|
|
$
|
46,648
|
|
|
$
|
46,893
|
|
Less: Cash interest, net
(4)
|
|
2,251
|
|
|
2,025
|
|
|
4,043
|
|
|
3,691
|
|
||||
Less: Maintenance and regulatory capital expenditures
(5)
|
|
3,928
|
|
|
814
|
|
|
7,244
|
|
|
1,597
|
|
||||
Less: Capital improvement expenditures
(6)
|
|
—
|
|
|
154
|
|
|
—
|
|
|
336
|
|
||||
Add: Reimbursement from Delek for capital expenditures
(6)
|
|
1,417
|
|
|
—
|
|
|
2,603
|
|
|
—
|
|
||||
Less: Income tax expense
|
|
63
|
|
|
281
|
|
|
317
|
|
|
428
|
|
||||
Add: Non-cash unit based compensation expense
|
|
120
|
|
|
63
|
|
|
194
|
|
|
121
|
|
||||
Less: Amortization of deferred revenue
|
|
86
|
|
|
—
|
|
|
221
|
|
|
—
|
|
||||
Less: Amortization of unfavorable contract liability
|
|
—
|
|
|
667
|
|
|
—
|
|
|
1,334
|
|
||||
Distributable cash flow
(3)
|
|
$
|
20,943
|
|
|
$
|
23,856
|
|
|
$
|
37,620
|
|
|
$
|
39,628
|
|
|
|
|
|
Logistics Assets
|
|
|
||||||
|
|
Delek Logistics Partners, LP
|
|
(Logistics Assets Predecessor)
|
|
Six Months Ended June 30, 2015
|
||||||
Reconciliation of EBITDA to net (loss) income:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
32,951
|
|
|
$
|
(637
|
)
|
|
$
|
32,314
|
|
Add:
|
|
|
|
|
|
|
||||||
Income tax expense
|
|
317
|
|
|
—
|
|
|
317
|
|
|||
Depreciation and amortization
|
|
8,774
|
|
|
470
|
|
|
9,244
|
|
|||
Interest expense, net
|
|
4,773
|
|
|
—
|
|
|
4,773
|
|
|||
EBITDA
(1)
|
|
$
|
46,815
|
|
|
$
|
(167
|
)
|
|
$
|
46,648
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of EBITDA to net cash from operating activities:
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
|
46,727
|
|
|
$
|
(167
|
)
|
|
$
|
46,560
|
|
|
Amortization of deferred financing costs
|
|
(730
|
)
|
|
—
|
|
|
(730
|
)
|
|||
Accretion of asset retirement obligations
|
|
(124
|
)
|
|
—
|
|
|
(124
|
)
|
|||
Deferred taxes
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
|||
Loss on equity method investments
|
|
(149
|
)
|
|
—
|
|
|
(149
|
)
|
|||
Gain on asset disposals
|
|
18
|
|
|
—
|
|
|
18
|
|
|||
Unit-based compensation expense
|
|
(194
|
)
|
|
—
|
|
|
(194
|
)
|
|||
Changes in assets and liabilities
|
|
(3,757
|
)
|
|
—
|
|
|
(3,757
|
)
|
|||
Income tax expense
|
|
317
|
|
|
—
|
|
|
317
|
|
|||
Interest expense, net
|
|
4,773
|
|
|
—
|
|
|
4,773
|
|
|||
EBITDA
(1)
|
|
$
|
46,815
|
|
|
$
|
(167
|
)
|
|
$
|
46,648
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of distributable cash flow to EBITDA:
|
|
|
|
|
|
|
||||||
EBITDA
(1)
|
|
$
|
46,815
|
|
|
$
|
(167
|
)
|
|
$
|
46,648
|
|
Less: Cash interest, net
(2)
|
|
4,043
|
|
|
—
|
|
|
4,043
|
|
|||
Less: Maintenance and regulatory capital expenditures
(3)
|
|
7,244
|
|
|
—
|
|
|
7,244
|
|
|||
Add: Reimbursement from Delek for capital expenditures
(4)
|
|
2,603
|
|
|
—
|
|
|
2,603
|
|
|||
Less: Income tax expense
|
|
317
|
|
|
—
|
|
|
317
|
|
|||
Add: Non-cash unit based compensation expense
|
|
194
|
|
|
—
|
|
|
194
|
|
|||
Less: Amortization of deferred revenue
|
|
221
|
|
|
—
|
|
|
221
|
|
|||
Distributable cash flow
(1)
|
|
$
|
37,787
|
|
|
$
|
(167
|
)
|
|
$
|
37,620
|
|
|
|
Delek Logistics Partners, LP
|
|
Logistics Assets
(Logistics Assets Predecessor)
|
|
Three Months Ended June 30, 2014
|
||||||
Reconciliation of EBITDA to net (loss) income:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
21,754
|
|
|
$
|
(266
|
)
|
|
$
|
21,488
|
|
Add:
|
|
|
|
|
|
|
||||||
Income tax expense
|
|
281
|
|
|
—
|
|
|
281
|
|
|||
Depreciation and amortization
|
|
3,532
|
|
|
91
|
|
|
3,623
|
|
|||
Interest expense, net
|
|
2,342
|
|
|
—
|
|
|
2,342
|
|
|||
EBITDA
(1)
|
|
$
|
27,909
|
|
|
$
|
(175
|
)
|
|
$
|
27,734
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of EBITDA to net cash from operating activities:
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
31,211
|
|
|
$
|
(175
|
)
|
|
$
|
31,036
|
|
Amortization of unfavorable contract liability to revenue
|
|
667
|
|
|
—
|
|
|
667
|
|
|||
Amortization of deferred financing costs
|
|
(317
|
)
|
|
—
|
|
|
(317
|
)
|
|||
Accretion of asset retirement obligations
|
|
(89
|
)
|
|
—
|
|
|
(89
|
)
|
|||
Deferred taxes
|
|
(57
|
)
|
|
—
|
|
|
(57
|
)
|
|||
Loss on asset disposals
|
|
(74
|
)
|
|
—
|
|
|
(74
|
)
|
|||
Unit-based compensation expense
|
|
(63
|
)
|
|
—
|
|
|
(63
|
)
|
|||
Changes in assets and liabilities
|
|
(5,992
|
)
|
|
—
|
|
|
(5,992
|
)
|
|||
Income tax expense
|
|
281
|
|
|
—
|
|
|
281
|
|
|||
Interest expense, net
|
|
2,342
|
|
|
—
|
|
|
2,342
|
|
|||
EBITDA
(1)
|
|
$
|
27,909
|
|
|
$
|
(175
|
)
|
|
$
|
27,734
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of distributable cash flow to EBITDA:
|
|
|
|
|
|
|
||||||
EBITDA
(1)
|
|
$
|
27,909
|
|
|
$
|
(175
|
)
|
|
$
|
27,734
|
|
Less: Cash interest, net
(2)
|
|
2,025
|
|
|
—
|
|
|
2,025
|
|
|||
Less: Maintenance and regulatory capital expenditures
(3)
|
|
814
|
|
|
—
|
|
|
814
|
|
|||
Less: Capital improvement expenditures
|
|
154
|
|
|
—
|
|
|
154
|
|
|||
Less: Income tax expense
|
|
281
|
|
|
—
|
|
|
281
|
|
|||
Add: Non-cash unit based compensation expense
|
|
63
|
|
|
—
|
|
|
63
|
|
|||
Less: Amortization of unfavorable contract liability
|
|
667
|
|
|
—
|
|
|
667
|
|
|||
Distributable cash flow
(1)
|
|
$
|
24,031
|
|
|
$
|
(175
|
)
|
|
$
|
23,856
|
|
|
|
Delek Logistics Partners, LP
|
|
Logistics Assets
(Logistics Assets Predecessor) |
|
El Dorado Terminal and Tank Assets
(El Dorado Predecessor) |
|
Six Months Ended June 30, 2014
|
||||||||
Reconciliation of EBITDA to net (loss) income:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
36,426
|
|
|
$
|
(443
|
)
|
|
$
|
(943
|
)
|
|
$
|
35,040
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
|
428
|
|
|
—
|
|
|
—
|
|
|
428
|
|
||||
Depreciation and amortization
|
|
6,895
|
|
|
91
|
|
|
114
|
|
|
7,100
|
|
||||
Interest expense, net
|
|
4,325
|
|
|
—
|
|
|
—
|
|
|
4,325
|
|
||||
EBITDA
(1)
|
|
$
|
48,074
|
|
|
$
|
(352
|
)
|
|
$
|
(829
|
)
|
|
$
|
46,893
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of EBITDA to net cash from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
|
$
|
45,629
|
|
|
$
|
(352
|
)
|
|
$
|
(829
|
)
|
|
$
|
44,448
|
|
Amortization of unfavorable contract liability to revenue
|
|
1,334
|
|
|
—
|
|
|
—
|
|
|
1,334
|
|
||||
Amortization of deferred financing costs
|
|
(634
|
)
|
|
—
|
|
|
—
|
|
|
(634
|
)
|
||||
Accretion of asset retirement obligations
|
|
(215
|
)
|
|
—
|
|
|
6
|
|
|
(209
|
)
|
||||
Deferred taxes
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
||||
Loss on asset disposals
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
||||
Unit-based compensation expense
|
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
||||
Changes in assets and liabilities
|
|
(2,546
|
)
|
|
—
|
|
|
(6
|
)
|
|
(2,552
|
)
|
||||
Income tax expense
|
|
428
|
|
|
—
|
|
|
—
|
|
|
428
|
|
||||
Interest expense, net
|
|
4,325
|
|
|
—
|
|
|
—
|
|
|
4,325
|
|
||||
EBITDA
(1)
|
|
$
|
48,074
|
|
|
$
|
(352
|
)
|
|
$
|
(829
|
)
|
|
$
|
46,893
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of distributable cash flow to EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
EBITDA
(1)
|
|
$
|
48,074
|
|
|
$
|
(352
|
)
|
|
$
|
(829
|
)
|
|
$
|
46,893
|
|
Less: Cash interest, net
(2)
|
|
3,691
|
|
|
—
|
|
|
—
|
|
|
3,691
|
|
||||
Less: Maintenance and regulatory capital expenditures
(3)
|
|
1,513
|
|
|
—
|
|
|
84
|
|
|
1,597
|
|
||||
Less: Capital improvement expenditures
|
|
243
|
|
|
—
|
|
|
93
|
|
|
336
|
|
||||
Less: Income tax expense
|
|
428
|
|
|
—
|
|
|
—
|
|
|
428
|
|
||||
Add: Non-cash unit based compensation expense
|
|
121
|
|
|
—
|
|
|
—
|
|
|
121
|
|
||||
Less: Amortization of unfavorable contract liability
|
|
1,334
|
|
|
—
|
|
|
—
|
|
|
1,334
|
|
||||
Distributable cash flow
(1)
|
|
$
|
40,986
|
|
|
$
|
(352
|
)
|
|
$
|
(1,006
|
)
|
|
$
|
39,628
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
(1)
|
|
2014
(1)
|
||||||||
Capital spending (excluding business combinations)
|
|
|
|
|
|
|
|
|
||||||||
Pipelines and Transportation
|
|
$
|
3,057
|
|
|
$
|
1,128
|
|
|
$
|
7,610
|
|
|
$
|
3,416
|
|
Wholesale Marketing and Terminalling
|
|
$
|
2,905
|
|
|
$
|
756
|
|
|
$
|
5,925
|
|
|
$
|
784
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
(1)
|
|
2014
(2)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Affiliate
|
|
$
|
26,093
|
|
|
$
|
20,245
|
|
|
$
|
50,078
|
|
|
$
|
37,746
|
|
Third-Party
|
|
7,641
|
|
|
2,821
|
|
|
$
|
14,658
|
|
|
$
|
5,588
|
|
||
Total
|
|
33,734
|
|
|
23,066
|
|
|
$
|
64,736
|
|
|
$
|
43,334
|
|
||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
5,102
|
|
|
1,130
|
|
|
9,915
|
|
|
2,256
|
|
||||
Operating expenses
|
|
7,745
|
|
|
8,308
|
|
|
14,663
|
|
|
15,484
|
|
||||
Segment contribution margin
|
|
$
|
20,887
|
|
|
$
|
13,628
|
|
|
$
|
40,158
|
|
|
$
|
25,594
|
|
Throughputs (average bpd)
|
|
|
|
|
|
|
|
|
||||||||
Lion Pipeline System:
|
|
|
|
|
|
|
|
|
||||||||
Crude pipelines (non-gathered)
|
|
53,863
|
|
|
59,038
|
|
|
55,267
|
|
|
41,936
|
|
||||
Refined products pipelines to Enterprise Systems
|
|
58,572
|
|
|
59,888
|
|
|
57,258
|
|
|
45,908
|
|
||||
SALA Gathering System
|
|
21,305
|
|
|
21,300
|
|
|
21,421
|
|
|
22,201
|
|
||||
East Texas Crude Logistics System
|
|
28,677
|
|
|
3,223
|
|
|
23,892
|
|
|
7,105
|
|
||||
El Dorado Rail Offloading Racks
|
|
2,964
|
|
|
—
|
|
|
2,964
|
|
|
—
|
|
(1)
|
The information presented includes the results of operations of the Logistics Assets Predecessor. Prior to the completion of the El Dorado Offloading Racks Acquisition and the Tyler Crude Tank Acquisition, the Logistics Assets Predecessor did not record revenues for intercompany throughput and storage services.
|
(2)
|
The information presented includes the results of operations of our Predecessors. Prior to the completion of the El Dorado Acquisition, the El Dorado Offloading Racks Acquisition and the Tyler Crude Tank Acquisition, our Predecessors did not record revenues for intercompany throughput and storage services.
|
|
|
Delek Logistics Partners, LP
|
|
Logistics Assets
(1)
(Logistics Assets Predecessor)
|
|
Six Months Ended June 30, 2015
|
||||||
Net sales
|
|
$
|
64,736
|
|
|
$
|
—
|
|
|
$
|
64,736
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
9,915
|
|
|
—
|
|
|
9,915
|
|
|||
Operating expenses
|
|
14,496
|
|
|
167
|
|
|
14,663
|
|
|||
Segment contribution margin
|
|
$
|
40,325
|
|
|
$
|
(167
|
)
|
|
$
|
40,158
|
|
Throughputs (average bpd)
|
|
|
|
|
|
|
||||||
Lion Pipeline System:
|
|
|
|
|
|
|
||||||
Crude pipelines (non-gathered)
|
|
55,267
|
|
|
—
|
|
|
55,267
|
|
|||
Refined products pipelines to Enterprise Systems
|
|
57,258
|
|
|
—
|
|
|
57,258
|
|
|||
SALA Gathering System
|
|
21,421
|
|
|
—
|
|
|
21,421
|
|
|||
East Texas Crude Logistics System
|
|
23,892
|
|
|
—
|
|
|
23,892
|
|
|||
El Dorado Rail Offloading Racks
|
|
2,964
|
|
|
5,151
|
|
|
4,051
|
|
(1)
|
The information presented includes the results of operations of the Logistics Assets Predecessor. Prior to the completion of the El Dorado Offloading Racks Acquisition and the Tyler Crude Tank Acquisition, the Logistics Assets Predecessor did not record revenues for intercompany throughput and storage services.
|
|
|
Delek Logistics Partners, LP
|
|
Logistics Assets
(1)
(Logistics Assets Predecessor)
|
|
Three Months Ended June 30, 2014
|
||||||
Net sales
|
|
$
|
23,066
|
|
|
$
|
—
|
|
|
$
|
23,066
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
1,130
|
|
|
—
|
|
|
1,130
|
|
|||
Operating expenses
|
|
8,133
|
|
|
175
|
|
|
8,308
|
|
|||
Segment contribution margin
|
|
$
|
13,803
|
|
|
$
|
(175
|
)
|
|
$
|
13,628
|
|
Throughputs (average bpd)
|
|
|
|
|
|
|
||||||
Lion Pipeline System:
|
|
|
|
|
|
|
||||||
Crude pipelines (non-gathered)
|
|
59,038
|
|
|
—
|
|
|
59,038
|
|
|||
Refined products pipelines to Enterprise Systems
|
|
59,888
|
|
|
—
|
|
|
59,888
|
|
|||
SALA Gathering System
|
|
21,300
|
|
|
—
|
|
|
21,300
|
|
|||
East Texas Crude Logistics System
|
|
3,223
|
|
|
—
|
|
|
3,223
|
|
|||
|
|
|
|
|
|
|
(1)
|
The information presented includes the results of operations of the Logistics Assets Predecessor. Prior to the completion of the El Dorado Offloading Racks Acquisition and the Tyler Crude Tank Acquisition, the Logistics Assets Predecessor did not record revenues for intercompany throughput and storage services.
|
|
|
Delek Logistics Partners, LP
|
|
Logistics Assets
(1)
(Logistics Assets Predecessor)
|
|
El Dorado Tank Assets
(1)
(El Dorado Predecessor)
|
|
Six Months Ended June 30, 2014
|
||||||||
Net sales
|
|
$
|
43,334
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43,334
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
2,256
|
|
|
—
|
|
|
—
|
|
|
2,256
|
|
||||
Operating expenses
|
|
14,451
|
|
|
352
|
|
|
681
|
|
|
15,484
|
|
||||
Segment contribution margin
|
|
$
|
26,627
|
|
|
$
|
(352
|
)
|
|
$
|
(681
|
)
|
|
$
|
25,594
|
|
Throughputs (average bpd)
|
|
|
|
|
|
|
|
|
||||||||
Lion Pipeline System:
|
|
|
|
|
|
|
|
|
||||||||
Crude pipelines (non-gathered)
|
|
41,936
|
|
|
—
|
|
|
—
|
|
|
41,936
|
|
||||
Refined products pipelines to Enterprise Systems
|
|
45,908
|
|
|
—
|
|
|
—
|
|
|
45,908
|
|
||||
SALA Gathering System
|
|
22,201
|
|
|
—
|
|
|
—
|
|
|
22,201
|
|
||||
East Texas Crude Logistics System
|
|
7,105
|
|
|
—
|
|
|
—
|
|
|
7,105
|
|
(1)
|
The information presented includes the results of operations of the Logistics Assets Predecessor and the El Dorado Predecessor. Prior to the completion of the El Dorado Acquisition, the El Dorado Offloading Racks Acquisition and the Tyler Crude Tank Acquisition, the Predecessors did not record revenues for intercompany throughput and storage services.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
(1)
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Affiliate
|
|
$
|
13,778
|
|
|
$
|
8,648
|
|
|
$
|
22,073
|
|
|
$
|
16,429
|
|
Third-Party
|
|
124,622
|
|
|
204,629
|
|
|
228,837
|
|
|
380,107
|
|
||||
Total
|
|
138,400
|
|
|
213,277
|
|
|
250,910
|
|
|
396,536
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
127,392
|
|
|
195,444
|
|
|
230,986
|
|
|
366,527
|
|
||||
Operating expenses
|
|
3,053
|
|
|
1,411
|
|
|
6,912
|
|
|
3,731
|
|
||||
Segment contribution margin
|
|
$
|
7,955
|
|
|
$
|
16,422
|
|
|
$
|
13,012
|
|
|
$
|
26,278
|
|
Operating Information:
|
|
|
|
|
|
|
|
|
||||||||
East Texas - Tyler Refinery sales volumes (average bpd)
|
|
66,860
|
|
|
61,231
|
|
|
47,018
|
|
|
61,828
|
|
||||
West Texas marketing throughputs (average bpd)
|
|
17,490
|
|
|
17,451
|
|
|
17,070
|
|
|
16,729
|
|
||||
West Texas marketing margin per barrel
|
|
$
|
1.31
|
|
|
$
|
6.52
|
|
|
$
|
1.35
|
|
|
$
|
5.06
|
|
Terminalling throughputs (average bpd)
|
|
113,578
|
|
|
98,962
|
|
|
90,581
|
|
|
94,468
|
|
(1)
|
The information presented, excluding throughputs, includes the results of operations of the El Dorado Predecessor. Prior to the completion of the El Dorado Acquisition, the El Dorado Predecessor did not record revenues for intercompany terminalling services.
|
|
|
|
|
|
|
|
Delek Logistics Partners, LP
|
|
El Dorado Terminal
(1)
(El Dorado Predecessor)
|
|
Six Months Ended June 30, 2014
|
||||||
Net sales
|
|
$
|
396,536
|
|
|
$
|
—
|
|
|
$
|
396,536
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
366,527
|
|
|
—
|
|
|
366,527
|
|
|||
Operating expenses
|
|
3,629
|
|
|
102
|
|
|
3,731
|
|
|||
Segment contribution margin
|
|
$
|
26,380
|
|
|
$
|
(102
|
)
|
|
$
|
26,278
|
|
Operating Information:
|
|
|
|
|
|
|
||||||
East Texas - Tyler Refinery sales volumes (average bpd)
|
|
61,828
|
|
|
—
|
|
|
61,828
|
|
|||
West Texas marketing throughputs (average bpd)
|
|
16,729
|
|
|
—
|
|
|
16,729
|
|
|||
West Texas marketing margin per barrel
|
|
$
|
5.06
|
|
|
$
|
—
|
|
|
$
|
5.06
|
|
Terminalling throughputs (average bpd)
|
|
95,052
|
|
|
7,298
|
|
|
94,468
|
|
(1)
|
The information presented includes the results of operations of the El Dorado Predecessor. Prior to the completion of the El Dorado Acquisition, the El Dorado Predecessor did not record revenues for intercompany terminalling services.
|
Quarter Ended
|
|
Total Quarterly Distribution Per Limited Partner Unit
|
|
Total Quarterly Distribution Per Limited Partner Unit, Annualized
|
|
Total Cash Distribution, including general partner IDRs (in thousands)
|
|
Date of Distribution
|
|
Unitholders Record Date
|
||||||
December 31, 2013
|
|
$
|
0.415
|
|
|
$
|
1.66
|
|
|
$
|
10,228
|
|
|
February 13, 2014
|
|
February 4, 2014
|
March 31, 2014
|
|
$
|
0.425
|
|
|
$
|
1.70
|
|
|
$
|
10,474
|
|
|
May 14, 2014
|
|
May 6, 2014
|
June 30, 2014
|
|
$
|
0.475
|
|
|
$
|
1.90
|
|
|
$
|
11,910
|
|
|
August 14, 2014
|
|
August 7, 2014
|
September 30, 2014
|
|
$
|
0.490
|
|
|
$
|
1.96
|
|
|
$
|
12,394
|
|
|
November 14, 2014
|
|
November 6, 2014
|
December 31, 2014
|
|
$
|
0.510
|
|
|
$
|
2.04
|
|
|
$
|
13,056
|
|
|
February 13, 2015
|
|
February 6, 2015
|
March 31, 2015
|
|
$
|
0.530
|
|
|
$
|
2.12
|
|
|
$
|
13,702
|
|
|
May 14, 2015
|
|
May 4, 2015
|
June 30, 2015
|
|
$
|
0.550
|
|
|
$
|
2.20
|
|
|
$
|
14,368
|
|
|
August 14, 2015
(1)
|
|
August 6, 2015
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Cash Flow Data:
|
|
|
|
|
||||
Cash flows provided by operating activities
|
|
$
|
46,560
|
|
|
$
|
44,448
|
|
Cash flows used in investing activities
|
|
(27,541
|
)
|
|
(4,200
|
)
|
||
Cash flows used in financing activities
|
|
(20,756
|
)
|
|
(38,755
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(1,737
|
)
|
|
$
|
1,493
|
|
|
|
Full Year
2015 Forecast |
|
Six Months Ended
June 30, 2015
(2)
|
||||
Pipelines and Transportation:
|
|
|
|
|
||||
Regulatory
|
|
$
|
1,663
|
|
|
$
|
66
|
|
Maintenance
(1)
|
|
10,244
|
|
|
3,094
|
|
||
Discretionary projects
|
|
1,637
|
|
|
670
|
|
||
Pipeline and transportation segment total
|
|
13,544
|
|
|
3,830
|
|
||
Wholesale Marketing and Terminalling:
|
|
|
|
|
||||
Regulatory
|
|
256
|
|
|
85
|
|
||
Maintenance
(1)
|
|
1,897
|
|
|
2,743
|
|
||
Discretionary projects
|
|
4,104
|
|
|
3,097
|
|
||
Wholesale marketing and terminalling segment total
|
|
6,257
|
|
|
5,925
|
|
||
Total capital spending
|
|
$
|
19,801
|
|
|
$
|
9,755
|
|
(1)
|
Maintenance capital expenditures represent cash expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity. Examples of maintenance capital expenditures are expenditures for the repair, refurbishment and replacement of pipelines and terminals, to maintain equipment reliability, integrity and safety and to address environmental laws and regulations. Delek has agreed to reimburse us with respect to assets it has transferred to us for all non-discretionary maintenance capital expenditures, other than those required to comply with applicable environmental laws and regulations, in excess of specified dollar amounts for a period of five years from the date of the purchase of the affected assets.
|
(2)
|
The actual and forecasted capital spending does not include capital expenditures prior to March 31, 2015 of ($0.1) million related to the assets acquired in the Tyler Crude Tank Acquisition. Also excluded from the actual capital spending is a $3.8 million purchase of assets from Delek, as we subsequently contributed the assets to CP LLC, a joint venture entered into with Plains.
|
Date of Sale
|
|
Number of General Partner Units Sold
|
|
Price per General Partner Unit
|
|
Consideration Paid to the Partnership
|
June 11, 2015
|
|
703
|
|
$43.76
|
|
$30,765
|
Exhibit No.
|
|
Description
|
||
10.1
|
|
§ *
|
|
Form of Phantom Unit Agreement for Directors under the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan.
|
10.2
|
|
§
|
|
First Amendment to Third Amended and Restated Omnibus Agreement, dated as of August 3, 2015, by and among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC.
|
31.1
|
|
§
|
|
Certification by Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act.
|
31.2
|
|
§
|
|
Certification by Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act.
|
32.1
|
|
§
|
|
Certification by 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 by 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 Logistics Partners, LP’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2015 and 2014 (Unaudited), (iii) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (Unaudited), and (iv) Notes to Condensed Consolidated Financial Statements (Unaudited).
|
§
|
|
Filed herewith
|
*
|
|
Management contract or compensatory plan or arrangement
|
Delek Logistics Partners, LP
|
|
By:
|
Delek Logistics GP, LLC
|
|
Its General Partner
|
By:
|
/s/ Ezra Uzi Yemin
|
|
Ezra Uzi Yemin
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
|
By:
|
/s/ Assaf Ginzburg
|
|
Assaf Ginzburg
|
|
Director, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
Exhibit No.
|
|
Description
|
||
10.1
|
|
§ *
|
|
Form of Phantom Unit Agreement for Directors under the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan.
|
10.2
|
|
§
|
|
First Amendment to Third Amended and Restated Omnibus Agreement, dated as of August 3, 2015, by and among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC.
|
31.1
|
|
§
|
|
Certification by Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act.
|
31.2
|
|
§
|
|
Certification by Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act.
|
32.1
|
|
§
|
|
Certification by 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 by 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 Logistics Partners, LP’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2015 and 2014 (Unaudited), (iii) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (Unaudited), and (iv) Notes to Condensed Consolidated Financial Statements (Unaudited).
|
§
|
|
Filed herewith
|
*
|
|
Management contract or compensatory plan or arrangement
|
By:
|
/s/ Ezra Uzi Yemin
|
|
Ezra Uzi Yemin,
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)
|
By:
|
/s/ Assaf Ginzburg
|
|
Assaf Ginzburg,
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)
|
By:
|
/s/ Ezra Uzi Yemin
|
|
Ezra Uzi Yemin,
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)
|
By:
|
/s/ Assaf Ginzburg
|
|
Assaf Ginzburg,
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)
|