UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||
| For the quarterly period ended | ||||||||||||||
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the transition period from to | ||||||||
Commission file number 001-35721
(Exact name of registrant as specified in its charter)
 | |||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
(615 ) 771-6701
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☑ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
At August 1, 2024, there were 47,229,951 common limited partner units outstanding.
Table of Contents
Delek Logistics Partners, LP
Quarterly Report on Form 10-Q
For the Quarterly Period Ended June 30, 2024
2 |  | ||
Financial Statements
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Delek Logistics Partners, LP
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except unit and per unit data)
| June 30, 2024 | December 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Accounts receivable from related parties | |||||||||||
| Inventory | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment: | |||||||||||
| Property, plant and equipment | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | |||||||||||
| Equity method investments | |||||||||||
| Customer relationship intangible, net | |||||||||||
| Marketing contract intangible, net | |||||||||||
| Rights-of-way, net | |||||||||||
| Goodwill | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND DEFICIT | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Current portion of long-term debt | |||||||||||
| Interest payable | |||||||||||
| Excise and other taxes payable | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities: | |||||||||||
| Long-term debt, net of current portion | |||||||||||
| Operating lease liabilities, net of current portion | |||||||||||
| Asset retirement obligations | |||||||||||
| Other non-current liabilities | |||||||||||
| Total non-current liabilities | |||||||||||
| Equity (Deficit): | |||||||||||
Common unitholders - public; | |||||||||||
Common unitholders - Delek Holdings; | ( | ( | |||||||||
| Total deficit | ( | ( | |||||||||
| Total liabilities and deficit | $ | $ | |||||||||
See accompanying notes to the condensed consolidated financial statements
3 | | ||
Financial Statements
Delek Logistics Partners, LP
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)
(In thousands, except unit and per unit data)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||
Affiliate (1) | $ | $ | $ | $ | |||||||||||||||||||
| Third Party | |||||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||
Cost of materials and other - affiliate (1) | |||||||||||||||||||||||
| Cost of materials and other - third party | |||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization presented below) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total cost of sales | |||||||||||||||||||||||
| Operating expenses related to wholesale business (excluding depreciation and amortization presented below) | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Other operating income, net | ( | ( | ( | ( | |||||||||||||||||||
| Total operating costs and expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Income from equity method investments | ( | ( | ( | ( | |||||||||||||||||||
| Other income, net | ( | ( | ( | ( | |||||||||||||||||||
| Total non-operating expenses, net | |||||||||||||||||||||||
| Income before income tax expense | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income attributable to partners | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income attributable to partners | $ | $ | $ | $ | |||||||||||||||||||
| Net income per limited partner unit: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average limited partner units outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Cash distributions per common limited partner unit | $ | $ | $ | $ | |||||||||||||||||||
(1) See Note 2 for a description of our material affiliate revenue and purchases transactions.
See accompanying notes to the condensed consolidated financial statements
4 | | ||
Financial Statements
Delek Logistics Partners, LP
Condensed Consolidated Statements of Partners' Equity (Deficit) (Unaudited)
(in thousands)
| Common - Public | Common - Delek Holdings | Total | |||||||||||||||
| Balance as of March 31, 2024 | $ | $ | ( | $ | ( | ||||||||||||
| Cash distributions | ( | ( | ( | ||||||||||||||
Net income attributable to partners | |||||||||||||||||
Other | ( | ||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | ( | $ | ( | ||||||||||||
| Common - Public | Common - Delek Holdings | Total | |||||||||||||||
| Balance as of March 31, 2023 | $ | $ | ( | $ | ( | ||||||||||||
| Cash distributions | ( | ( | ( | ||||||||||||||
Net income attributable to partners | |||||||||||||||||
Other | ( | ||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | ( | $ | ( | ||||||||||||
| Common - Public | Common - Delek Holdings | Total | |||||||||||||||
| Balance as of December 31, 2023 | $ | $ | ( | $ | ( | ||||||||||||
| Cash distributions | ( | ( | ( | ||||||||||||||
| Net income attributable to partners | |||||||||||||||||
| Issuance of units | |||||||||||||||||
| Other | ( | ||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | ( | $ | ( | ||||||||||||
| Common - Public | Common - Delek Holdings | Total | |||||||||||||||
| Balance as of December 31, 2022 | $ | $ | ( | $ | ( | ||||||||||||
| Cash distributions | ( | ( | ( | ||||||||||||||
| Net income attributable to partners | |||||||||||||||||
| Other | ( | ||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | ( | $ | ( | ||||||||||||
See accompanying notes to the condensed consolidated financial statements
5 | | ||
Financial Statements
Delek Logistics Partners, LP
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Non-cash lease expense | |||||||||||
| Amortization of marketing contract intangible | |||||||||||
| Amortization of deferred revenue | ( | ( | |||||||||
| Amortization of deferred financing costs and debt discount | |||||||||||
| Income from equity method investments | ( | ( | |||||||||
| Dividends from equity method investments | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Other non-cash adjustments | ( | ||||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories and other current assets | ( | ||||||||||
| Accounts payable and other current liabilities | ( | ||||||||||
| Accounts receivable/payable to related parties | ( | ( | |||||||||
| Non-current assets and liabilities, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Proceeds from sales of property, plant and equipment | |||||||||||
| Purchases of intangible assets | ( | ( | |||||||||
| Distributions from equity method investments | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Distributions to common unitholders - public | ( | ( | |||||||||
| Distributions to common unitholders - Delek Holdings | ( | ( | |||||||||
| Proceeds from term debt | |||||||||||
| Payments on term debt | ( | ( | |||||||||
| Proceeds from revolving facility | |||||||||||
| Payments on revolving facility | ( | ( | |||||||||
| Proceeds from issuance of units | |||||||||||
| Payments on other financing agreements | ( | ||||||||||
| Deferred financing costs paid | ( | ( | |||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at the beginning of the period | |||||||||||
| Cash and cash equivalents at the end of the period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes | $ | $ | |||||||||
| Non-cash investing activities: | |||||||||||
| (Decrease) increase in accrued capital expenditures | $ | ( | $ | ||||||||
| Non-cash financing activities: | |||||||||||
| Non-cash lease liability arising from obtaining right of use assets during the period | $ | $ | |||||||||
6 | | ||
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Delek Logistics Partners, LP
Notes to the Condensed Consolidated Financial Statements (Unaudited)
1. Organization and Basis of Presentation
As used in this report, the terms "Delek Logistics Partners, LP," the "Partnership," "we," "us," or "our" may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole. The Partnership is a Delaware limited partnership formed in April 2012 by Delek US Holdings, Inc. ("Delek Holdings") and its subsidiary Delek Logistics GP, LLC, our general partner (our "general partner").
The Partnership provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services through its owned assets and joint ventures located primarily in the Permian Basin (including the Delaware sub-basin) and other select areas in the Gulf Coast region. A majority of our existing assets are both integral to and dependent upon the success of Delek Holdings' refining operations, as many of our assets are contracted exclusively to Delek Holdings in support of its Tyler, Texas (the "Tyler Refinery"), El Dorado, Arkansas (the "El Dorado Refinery") and Big Spring, Texas (the "Big Spring Refinery").
On August 2, 2024, Delek Logistics Partners, LP (the “Purchaser”), entered into a Purchase and Sale Agreement with H2O Midstream Holdings, LLC (the “Seller”) to purchase 100 % of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC (the “Purchased Interests”), related to the Seller’s water disposal and recycling operations, in the Midland Basin in Texas (the “Purchase Agreement”). See Note 10 for further information.
Accounting Pronouncements Not Yet Adopted
ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements
In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-02 Codification Improvements - Amendments to Remove References to the Concepts Statements ("ASU 2024-02"), which amends the Accounting Standards Codification ("Codification") to remove references to various concepts statements and impacts a variety of topics in the Codification. The ASU is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Partnership does not expect this update to have a material impact on our condensed consolidated financial statements and related disclosures.
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief decision maker ("CODM") and included within each reported measure of a segment's profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets. The ASU also requires disclosure of the title and position of the individual or the group identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements. The adoption of ASU 2023-07 should not have a material impact on our condensed consolidated financial statements and related disclosures. See Note 8 for further information.
7 | | ||
Notes to the Condensed Consolidated Financial Statements (Unaudited)
ASU 2023-06, Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative
In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). The main provision of ASU 2023-06 is to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Partnership is currently evaluating the provisions of the amendments and the impact on its future condensed consolidated statements, but does not currently expect adopting this new guidance will have a material impact on its condensed consolidated financial statements and related disclosures.
2. Related Party Transactions
Commercial Agreements
The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. Most of these agreements have an initial term ranging from to ten years , which may be extended for various renewal terms at the option of Delek Holdings. The fees under each agreement are payable to us monthly by Delek Holdings or certain third parties to whom Delek Holdings has assigned certain of its rights and are generally subject to increase or decrease on July 1 of each year, by the amount of any change in various inflation-based indices, however, in no event will the fees be adjusted below the amount initially set forth in the applicable agreement. Under each of these agreements, we are required to maintain the capabilities of our pipelines and terminals, such that Delek Holdings may throughput and/or store, as the case may be, specified volumes of crude oil, intermediate and refined products.
See our Annual Report on Form 10-K for a more complete description of our material commercial agreements and other agreements with Delek Holdings.
Other Agreements with Delek Holdings
In addition to the commercial agreements described above, the Partnership has entered into the following agreements with Delek Holdings:
Omnibus Agreement
The Partnership entered into an omnibus agreement with Delek Holdings, our general partner, Delek Logistics Operating, LLC, Lion Oil Company, LLC and certain of the Partnership’s and Delek Holdings' other subsidiaries on November 7, 2012, which has been amended and restated from time to time in connection with acquisitions from Delek Holdings (collectively, as amended and restated, the "Omnibus Agreement"). See Note 10 for a description of recent amendments to the Omnibus Agreement. The Omnibus Agreement governs the provision of certain operational services and reimbursement obligations, among other matters, between the Partnership and Delek Holdings, and obligates us to pay an annual fee of $4.4 million to Delek Holdings for its provision of centralized corporate services to the Partnership.
Pursuant to the terms of the Omnibus Agreement, we are reimbursed by Delek Holdings for certain capital expenditures. These amounts are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset. There were no no no no
Other Transactions
The Partnership manages long-term capital projects on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of gathering systems in the Permian Basin. The majority of the gathering systems have been constructed, however, additional costs pertaining to a pipeline connection that was not acquired by the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement. The Partnership is also considered the operator for the project and is responsible for oversight of the project design, procurement and construction of project segments and provides other related services. Pursuant to the terms of the DPG Management Agreement, the Partnership receives a monthly operating services fee and a construction services fee, which includes the Partnership's direct costs of managing the project plus an additional percentage fee of the construction costs of each project segment. The agreement extends through December 2024. Total fees paid to the Partnership were $0.4 0.8
8 | | ||
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Related Party Revolving Credit Facility
On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into the Related Party Revolving Credit Facility (as defined below) with Delek Holdings. On May 2, 2024, the Boards of Directors of Delek Holdings and our general partner authorized the termination of the intercompany loan agreement between Delek Holdings and the Partnership, which was effective on May 31, 2024. See Note 5 - Long-Term Obligations for further information.
Summary of Transactions
Revenues from affiliates consist primarily of revenues from gathering, transportation, storage, offloading, Renewable Identification Numbers, wholesale marketing and products terminalling services provided primarily to Delek Holdings based on regulated tariff rates or contractually based fees and product sales. Affiliate operating expenses are primarily comprised of amounts we reimburse Delek Holdings, or our general partner, as the case may be, for the services provided to us under the Partnership Agreement. These expenses could also include reimbursement and indemnification amounts from Delek Holdings, as provided under the Omnibus Agreement. Additionally, the Partnership is required to reimburse Delek Holdings for direct or allocated costs and expenses incurred by Delek Holdings on behalf of the Partnership and for charges Delek Holdings incurred for the management and operation of our logistics assets, including an annual fee for various centralized corporate services, which are included in general and administrative expenses. In addition to these transactions, we purchase refined products and bulk biofuels from Delek Holdings, the costs of which are included in cost of materials and other-affiliate.
A summary of revenue, purchases and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Purchases | $ | $ | $ | $ | |||||||||||||||||||
Operating and maintenance expenses | $ | $ | $ | $ | |||||||||||||||||||
General and administrative expenses | $ | $ | $ | $ | |||||||||||||||||||
Quarterly Cash Distributions
| Date of Distribution | Distributions paid to Delek Holdings (in thousands) | |||||||
| February 12, 2024 | $ | |||||||
| May 15, 2024 | $ | |||||||
August 14, 2024 (1) | $ | |||||||
| Total | $ | |||||||
| February 9, 2023 | $ | |||||||
| May 15, 2023 | $ | |||||||
August 14, 2023 | $ | |||||||
| Total | $ | |||||||
(1) On July 30, 2024, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination. Distributions paid are estimated based on common units held by Delek Holdings as of June 30, 2024.
9 | | ||
Notes to the Condensed Consolidated Financial Statements (Unaudited)
3. Revenues
The following table represents a disaggregation of revenue for the gathering and processing, wholesale marketing and terminalling, and storage and transportation segments for the periods indicated (in thousands):
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Consolidated | ||||||||||||||||||||
| Service Revenue - Third Party | $ | $ | $ | $ | |||||||||||||||||||
Service Revenue - Affiliate (1) | |||||||||||||||||||||||
| Product Revenue - Third Party | |||||||||||||||||||||||
| Product Revenue - Affiliate | |||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended June 30, 2023 | |||||||||||||||||||||||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Consolidated | ||||||||||||||||||||
| Service Revenue - Third Party | $ | $ | $ | $ | |||||||||||||||||||
Service Revenue - Affiliate (1) | |||||||||||||||||||||||
| Product Revenue - Third Party | |||||||||||||||||||||||
| Product Revenue - Affiliate | |||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Consolidated | ||||||||||||||||||||
| Service Revenue - Third Party | $ | $ | $ | $ | |||||||||||||||||||
Service Revenue - Affiliate (1) | |||||||||||||||||||||||
| Product Revenue - Third Party | |||||||||||||||||||||||
| Product Revenue - Affiliate | |||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Six Months Ended June 30, 2023 | |||||||||||||||||||||||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Consolidated | ||||||||||||||||||||
| Service Revenue - Third Party | $ | $ | $ | $ | |||||||||||||||||||
Service Revenue - Affiliate (1) | |||||||||||||||||||||||
| Product Revenue - Third Party | |||||||||||||||||||||||
| Product Revenue - Affiliate | |||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
(1) Net of $1.8 3.6
As of June 30, 2024, we expect to recognize approximately $1.0 billion in lease revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings. Most of these agreements have an initial term ranging from to ten years , which may be extended for various renewal terms. We disclose information about remaining performance obligations that have original expected durations of greater than one year.
10 | | ||
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Our unfulfilled performance obligations as of June 30, 2024 were as follows (in thousands):
| Remainder of 2024 | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 and thereafter | |||||
| Total expected revenue on remaining performance obligations | $ | ||||
4. Net Income per Unit
Basic net income per unit attributable to limited partners is computed by dividing limited partners' interest in net income by the weighted-average number of outstanding common units. Diluted net income per unit attributable to common limited partners includes the effects of potentially dilutive units on our common units. As of June 30, 2024, the only potentially dilutive units outstanding consist of unvested phantom units.
The calculation of net income per unit is as follows (in thousands, except unit and per unit amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net income attributable to partners | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average limited partner units outstanding, basic | |||||||||||||||||||||||
| Dilutive effect of unvested phantom units | |||||||||||||||||||||||
| Weighted average limited partner units outstanding, diluted | |||||||||||||||||||||||
| Net income per limited partner unit: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted (1) | $ | $ | $ | $ | |||||||||||||||||||
5. Long-Term Obligations
Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands):
| June 30, 2024 | December 31, 2023 | ||||||||||
| DKL Revolving Facility | $ | $ | |||||||||
| DKL Term Facility | |||||||||||
| 2029 Notes | |||||||||||
| 2028 Notes | |||||||||||
| 2025 Notes | |||||||||||
| Principal amount of long-term debt | |||||||||||
| Less: Unamortized discount and premium and deferred financing costs | |||||||||||
| Total debt, net of unamortized discount and premium and deferred financing costs | |||||||||||
| Less: Current portion of long-term debt and notes payable | |||||||||||
| Long-term debt, net of current portion | $ | $ | |||||||||
11 | | ||
Notes to the Condensed Consolidated Financial Statements (Unaudited)
DKL Credit Facility
On October 13, 2022, the Partnership entered into a senior secured term loan with an original principal of $300.0 million (the "DKL Term Loan Facility"). On November 6, 2023, the Partnership entered into a First Amendment, a Second Amendment and a Third Amendment to the DKL Credit Facility (together, the “Amendments”) which among other things, extended the maturity of the DKL Term Loan Facility to April 15, 2025. The outstanding principal balance of $281.3 million was paid on March 13, 2024 from a portion of the proceeds received with the issuance of the 2029 Notes as indicated below. At the Partnership's option, borrowings bore interest at either the Adjusted Term Secured Overnight Financing Rate benchmark (“SOFR”) or U.S. dollar prime rate, plus an applicable margin. The applicable margin was 2.50 % for the first year of the DKL Term Loan Facility and 3.00 % for the second year for U.S. dollar prime rate borrowings. SOFR rate borrowings included a credit spread adjustment of 0.10 % to 0.25 % plus an applicable margin of 3.50 % for the first year and 4.00 % for the second year. At December 31, 2023, the weighted average borrowing rate was approximately 9.46 %. Debt extinguishment costs were $2.1 million and are recorded in interest expense, net in the accompanying condensed consolidated statements of income and comprehensive income.
On March 29, 2024, the Partnership entered into a Fourth Amendment to the amended and restated senior secured revolving credit agreement (the "DKL Revolving Facility") which among other things increased the U.S. Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $100.0 million resulting in aggregate lender commitments under the Delek Logistics Revolving Credit Facility in an amount of $1,150.0 million, including up to $146.9 million for letters of credit and $31.9 million in swing line loans. This facility has a maturity date of October 13, 2027.
The DKL Revolving Facility requires a quarterly unused commitment fee based on average commitment usage, currently at 0.40 % per annum. Interest is measured at either the U.S. dollar prime rate plus an applicable margin of 1.00 % to 2.00 % depending on the Partnership’s Total Leverage Ratio (as defined in the DKL Credit Agreement), or a SOFR rate plus a credit spread adjustment of 0.10 % or 0.25 % and an applicable margin ranging from 2.00 % to 3.00 % depending on the Partnership’s Total Leverage Ratio. As of June 30, 2024 and December 31, 2023, the weighted average interest rate was 8.00 % and 8.46 %, respectively. There were no
The obligations under the DKL Revolving Facility are secured by first priority liens on substantially all of the Partnership’s and its subsidiaries’ tangible and intangible assets. The carrying value of outstanding borrowings under the DKL Revolving Facility as of June 30, 2024 and December 31, 2023 approximate their fair values. Our debt facilities contain affirmative and negative covenants and events of default the Partnership considers usual and customary. As of June 30, 2024, we were in compliance with covenants on all of our debt instruments.
Related Party Revolving Credit Facility
On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into a certain Promissory Note (the “Related Party Revolving Credit Facility”) with Delek Holdings. The Related Party Revolving Credit Facility provided for revolving borrowings with aggregate commitments of $70.0 million comprised of a (i) $55.0 million senior tranche and a (ii) $15.0 million subordinated tranche (the “Subordinated Tranche”), with the initial borrowings under the Subordinated Tranche conditioned upon the Partnership and Delek Holdings reaching an agreement with Fifth Third Bank, National Association, as administrative agent under the DKL Credit Facility, on subordination provisions and other material terms related to the Subordinated Tranche. The Related Party Revolving Credit Facility bore interest at Term SOFR (as defined in the Related Party Revolving Credit Facility) plus 3.00 %. The Related Party Revolving Credit Facility proceeds were available for the Partnership’s working capital purposes and other general corporate purposes. On May 2, 2024, the Boards of Directors of Delek Holdings and our general partner authorized the termination of the intercompany loan agreement between Delek Holdings and the Partnership, which was effective on May 31, 2024.
2029 Notes
On March 13, 2024, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp. ("Finance Corp." and together with the Partnership, the "Issuers") sold $650.0 million in aggregate principal amount of 8.625 % senior notes due 2029 (the "2029 Notes") at par, pursuant to an indenture with U.S. Bank Trust Company, National Association as trustee. Net proceeds were used to redeem the 2025 Notes including accrued interest, pay off the DKL Term Facility including accrued interest and to repay a portion of the outstanding borrowings under the DKL Revolving Facility.
On April 17, 2024, the Issuers sold $200.0 million in aggregate principal amount of additional 8.625 % senior notes due 2029 (the “Additional 2029 Notes”), at 101.25 %. The Additional 2029 Notes were issued under the same indenture as the 2029 Notes and formed a part of the same series of notes as the 2029 Notes. The net proceeds were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility.
The 2029 Notes are general unsecured senior obligations of the Issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's subsidiaries other than Finance Corp., and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries. The 2029 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right payment to any future subordinated indebtedness of the Issuers. The 2029 Notes will mature on March 15, 2029, and interest on the 2029 Notes is payable semi-annually in arrears on each March 15 and September 15, commencing September 15, 2024.
12 | | ||
Notes to the Condensed Consolidated Financial Statements (Unaudited)
At any time prior to March 15, 2026, the Issuers may redeem up to 35 % of the aggregate principal amount of the 2029 Notes with the net cash proceeds of one or more equity offerings by the Partnership at a redemption price of 108.625 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations. Prior to March 15, 2026, the Issuers may also redeem all or part of the 2029 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations. In addition, beginning on March 15, 2026, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2029 Notes, at a redemption price of 104.313 % of the redeemed principal for the twelve-month period beginning on March 15, 2026, 102.156 % for the twelve-month period beginning on March 15, 2027, and 100.00 % beginning on March 15, 2028 and thereafter, plus accrued and unpaid interest, if any. In the event of a change of control, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2029 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.
We recorded $13.5 million of debt issuance costs which will be amortized over the term of the 2029 Notes and included in interest expense in the accompanying condensed consolidated statements of income and comprehensive income. The premium recognized for the Additional 2029 Notes was $2.5 million which will be amortized over the term of the 2029 Notes and included in interest expense in the accompanying condensed consolidated statements of income and comprehensive income. As of June 30, 2024, the effective interest rate was 8.95 %. The estimated fair value of the 2029 Notes was $874.2 million as of June 30, 2024, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.
2028 Notes
Our 2028 Notes are general unsecured senior obligations comprised of $400.0 million in aggregate principal of 7.125 % senior notes maturing June 1, 2028. The 2028 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries. As of June 30, 2024, the effective interest rate was 7.39 %. The estimated fair value of the 2028 Notes was $394.9 million and $380.4 million as of June 30, 2024 and December 31, 2023, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.
2025 Notes
Our 2025 Notes are general unsecured senior obligations comprised of $250.0 million in aggregate principal of 6.75 % senior notes maturing on May 15, 2025. Concurrent with the issuance of the 2029 Notes, the Partnership made a cash tender offer (the "Offer") for all of the outstanding 2025 Notes with a conditional notice of full redemption for the remaining balance not received from the Offer. The Partnership received tenders from holders of approximately $156.2 million in aggregate principal amount. All the remaining 2025 Notes were redeemed by March 29, 2024, pursuant to the notice of conditional redemption. Debt extinguishment costs were $1.5 million and are recorded in interest expense, net in the accompanying condensed consolidated statements of income and comprehensive income. The estimated fair value of the 2025 Notes was $248.7 million as of December 31, 2023, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.
6. Equity
On March 12, 2024, we completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $38.50 per unit. The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility. Underwriting discounts totaled $5.5 million.
Equity Activity
The table below summarizes the changes in the number of limited partner units outstanding from December 31, 2023 through June 30, 2024.
| Common - Public | Common - Delek Holdings (1) | Total | |||||||||||||||
| Balance at December 31, 2023 | |||||||||||||||||
Unit-based compensation awards (2) | |||||||||||||||||
| Units issued | |||||||||||||||||
| Balance at June 30, 2024 | |||||||||||||||||
(1) As of June 30, 2024, Delek Holdings owned a 72.6 % limited partner interest in the Partnership.
(2) Unit-based compensation awards are presented net of 12,345 units withheld for taxes for six months ended June 30, 2024.
13 | | ||
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Cash Distributions
Our Partnership Agreement sets forth the calculation to be used to determine the amount and priority of available cash distributions that our limited partner unitholders will receive. Our distributions earned with respect to a given period are declared subsequent to quarter end.
The table below summarizes the quarterly distributions related to our quarterly financial results:
| Quarter Ended | Total Quarterly Distribution Per Limited Partner Unit | Total Cash Distribution (in thousands) | ||||||||||||
| March 31, 2023 | $ | $ | ||||||||||||
| June 30, 2023 | $ | $ | ||||||||||||
| March 31, 2024 | $ | $ | ||||||||||||
June 30, 2024 (1) | $ | $ | ||||||||||||
(1) On July 30, 2024, the board of directors of our general partner declared this quarterly cash distribution, payable on August 14, 2024, to unitholders of record on August 9, 2024. The total cash distribution is estimated based on the number of common units outstanding as of June 30, 2024.
7. Equity Method Investments
The Partnership owns a 33 % membership interest in Red River Pipeline Company LLC ("Red River"), a joint venture operated with Plains Pipeline, L.P. Red River owns a 16-inch crude oil pipeline running from Cushing, Oklahoma to Longview, Texas with capacity of 235,000 bpd. Additionally, we have two pipeline joint ventures, in which we own a 50 % membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. ("CP LLC") to operate one of these pipeline systems and a 33 % membership interest in the entity formed with Andeavor Logistics RIO Pipeline LLC ("Andeavor Logistics") to operate the other pipeline system.
The Partnership's investment balances in these joint ventures were as follows (in thousands):
| As of June 30, 2024 | As of December 31, 2023 | ||||||||||
| Red River | $ | $ | |||||||||
| CP LLC | |||||||||||
| Andeavor Logistics | |||||||||||
| Total Equity Method Investments | $ | $ | |||||||||
8. Segment Data
We aggregate our operating segments into four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investment in pipeline joint ventures. Operations that are not specifically included in the reportable segments are included in Corporate and other segment.
The CODM evaluates performance based on EBITDA for planning and forecasting purposes. EBITDA is an important measure used by management to evaluate the financial performance of our core operations. EBITDA is not a GAAP measure, but the components of EBITDA are computed using amounts that are determined in accordance with GAAP. A reconciliation of EBITDA to Net Income is included in the tables below. We define EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization expense, including amortization of marketing contract intangible, which is included as a component of net revenues in our accompanying condensed consolidated statements of income and comprehensive income.
Assets by segment are not a measure used to assess the performance of the Partnership by the CODM and thus is not disclosed.
The following is a summary of business segment operating performance as measured by EBITDA for the periods indicated (in thousands):
14 | | ||
Notes to the Condensed Consolidated Financial Statements (Unaudited)
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||||
| Net revenues: | ||||||||||||||||||||||||||||||||||||||
Affiliate (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Third party | ||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Segment EBITDA | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Amortization of customer contract intangible | ||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
Capital spending (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||||
| Net revenues: | ||||||||||||||||||||||||||||||||||||||
Affiliate (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Third party | ||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Segment EBITDA | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Amortization of customer contract intangible | ||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
Capital spending (2) | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||||
| Net revenues: | ||||||||||||||||||||||||||||||||||||||
Affiliate (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Third party | ||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Segment EBITDA | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Amortization of marketing contract intangible | ||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
Capital spending (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||||
| Net revenues: | ||||||||||||||||||||||||||||||||||||||
Affiliate (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Third party | ||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Segment EBITDA | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Amortization of marketing contract intangible | ||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
Capital spending (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
15 | | ||
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(1) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the marketing contract intangible.
9. Commitments and Contingencies
Litigation
In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our financial statements.
Texas Department of Transportation Settlement
Beginning in August 2023, the Partnership was involved in litigation with the State of Texas Department of Transportation. The subject of the litigation was the expansion of the highway where the Partnership's Nettleton Station is situated. As a result of this expansion, four tanks owned by the Partnership were impacted. This litigation was settled in the second quarter of 2024 and resulted in the Partnership recovering $8.3 million in condemnation proceeds, which are recorded in other operating income, net in the accompanying condensed consolidated statements of income and comprehensive income.
Environmental, Health and Safety
We are subject to extensive federal, state and local environmental and safety laws and regulations enforced by various agencies, including the Environmental Protection Agency (the "EPA"), the United States Department of Transportation, the Occupational Safety and Health Administration, as well as numerous state, regional and local environmental, safety and pipeline agencies. These laws and regulations govern the discharge of materials into the environment, waste management practices and pollution prevention measures, as well as the safe operation of our pipelines and the safety of our workers and the public. Numerous permits or other authorizations are required under these laws and regulations for the operation of our terminals, pipelines, saltwells, trucks and related operations, and may be subject to revocation, modification and renewal.
These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters, which could include soil, surface water and groundwater contamination, air pollution, personal injury and property damage allegedly caused by substances which we may have handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we may have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and we expect that there will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including the receipt and response to notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required to comply with existing and new requirements, as well as evolving interpretations and enforcement of existing laws and regulations.
Releases of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, or is not a reimbursable event under the Omnibus Agreement, subject us to substantial expenses, including costs to respond to, contain and remediate a release, to comply with applicable laws and regulations and to resolve claims by governmental agencies or other persons for personal injury, property damage, response costs, or natural resources damages.
10. Subsequent Events
Distribution Declaration
On July 30, 2024, our general partner's board of directors declared a quarterly cash distribution of $1.090 per unit, payable on August 14, 2024, to unitholders of record on August 9, 2024.
16 | | ||
Planned H2O Midstream Acquisition
On August 2, 2024, the Partnership entered into a Purchase and Sale Agreement with H2O Midstream Holdings, LLC (the “Seller”) to purchase 100 % of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC (the “Purchased Interests” or "H2O Midstream"), related to the Seller’s water disposal and recycling operations, in the Midland Basin in Texas (the “Purchase Agreement”) for total consideration of $230.0 million, subject to customary adjustments under the Purchase Agreement for net working capital and indebtedness (the "H2O Transaction"). The purchase price is comprised of $160.0 million in cash and $70.0 million of preferred equity. We paid a deposit under the Purchase Agreement of $23.0 million. The deposit may be retained by the Seller upon certain termination events described in the Purchase Agreement. At closing, the deposit will be applied to the purchase price to be paid under the Purchase Agreement. The closing of the H2O Transaction is currently anticipated to occur by the end of 2024.
Wink to Webster Pipeline Investment Acquisition
On August 5, 2024, the Partnership acquired a 50 % investment in W2W Holdings LLC which includes a 15.6 % indirect interest in the Wink to Webster Pipeline, LLC joint venture ("Wink to Webster"), and related joint venture indebtedness, from a wholly owned subsidiary of Delek Holdings. W2W Holdings LLC was originally formed by Delek Holdings and MPLX Operations LLC to obtain financing and fund capital calls associated with its collective and contributed interests in Wink to Webster. Wink to Webster owns and operates a long-haul crude oil pipeline system with origin points at Wink and Midland in the Permian Basin and delivery points at multiple Houston area locations. Total consideration was comprised of $86.6 million in cash, forgiveness of an approximately $60 million receivable from Delek Holdings and 2,300,000 of common units representing limited partnership interest in us.
Commercial Agreements
17 | | ||
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is management’s analysis of our financial performance and of significant trends that may affect our future performance. The MD&A should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (''SEC'') on February 28, 2024 (the ''Annual Report on Form 10-K''). Those statements in the MD&A that are not historical in nature should be deemed forward-looking statements that are inherently uncertain. See "Forward-Looking Statements" below for a discussion of the factors that could cause actual results to differ materially from those projected in these statements.
Unless otherwise noted or the context requires otherwise, references in this report to "Delek Logistics Partners, LP," the "Partnership," “we,” “us,” or “our” or like terms, may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole. Unless otherwise noted or the context requires otherwise, references in this report to "Delek Holdings" refer collectively to Delek US Holdings, Inc. and any of its subsidiaries, other than the Partnership and its subsidiaries and its general partner.
On August 2, 2024, the Partnership entered into a Purchase and Sale Agreement with H2O Midstream Holdings, LLC (the “Seller”) to purchase 100% of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC (the “Purchased Interests” or "H2O Midstream), related to Seller’s water disposal and recycling operations, in the Midland Basin in Texas (the “Purchase Agreement”). For further information, see Note 10 to our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.
The Partnership announces material information to the public about the Partnership, its products and services and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, the Partnership's website (www.deleklogistics.com), the investor relations section of the website (ir.deleklogistics.com), the news section of its website (www.deleklogistics.com/news), and/or social media, including its X (formerly known as Twitter) account (@DelekLogistics). The Partnership encourages investors and others to review the information it makes public in these locations, as such information could be deemed to be material information. Please note that this list may be updated from time to time.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. These forward-looking statements reflect our current estimates, expectations and projections about our future results, performance, prospects and opportunities. Forward-looking statements include, among other things, statements regarding the effect, impact, potential duration or other implications of, or expectations expressed with respect to, the actions of members of the Organization of Petroleum Exporting Countries ("OPEC") and other leading oil producing countries (together with OPEC, "OPEC+") with respect to oil production and pricing, and statements regarding our efforts and plans in response to such events, the information concerning our possible future results of operations, business and growth strategies, financing plans, expectations that regulatory developments or other matters will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, the benefits and synergies to be obtained from our completed and any future acquisitions, including the H2O Midstream acquisition, statements of management’s goals and objectives, and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “appears,” “projects” and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors that, individually or in the aggregate, could cause such differences include, but are not limited to:
•our substantial dependence on Delek Holdings or its assignees and their support of and respective ability to pay us under our commercial agreements;
•our future coverage, leverage, financial flexibility and growth, and our ability to improve performance and achieve distribution growth at any level or at all;
•Delek Holdings' future growth, strategic priorities, financial performance, share repurchases, crude oil supply pricing and flexibility and product distribution;
•industry dynamics, including Permian Basin growth, ownership concentration, efficiencies and takeaway capacity;
•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 effects related to spills, releases and tank failures;
•changes in insurance markets impacting costs and the level and types of coverage available;
•the timing and extent of changes in commodity prices and demand for refined products and the impact of the COVID-19 Pandemic on such demand;
18 | | ||
•the wholesale marketing margins we are able to obtain and the number of barrels of product we are able to purchase and sell in our West Texas wholesale business;
•the suspension, reduction or termination of Delek Holdings' or its assignees' or third-party's obligations under our commercial agreements including the duration, fees or terms thereof;
•the results of our investments in joint ventures;
•the ability to secure commercial agreements with Delek Holdings or third parties upon expiration of existing agreements;
•the possibility of inefficiencies, curtailments, or shutdowns in refinery operations or pipelines, whether due to infection in the workforce or in response to reductions in demand as a result of a public health crisis;
•disruptions due to equipment interruption or failure, or other events, including terrorism, sabotage or cyber-attacks, at our facilities, Delek Holdings’ facilities or third-party facilities on which our business is dependent;
•changes in the availability and cost of capital of debt and equity financing;
•our reliance on information technology systems in our day-to-day operations;
•changes in general economic conditions, including uncertainty regarding the timing, pace and extent of economic recovery in the United States due to governmental fiscal policy or a public health crisis;
•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 ("FERC") and state commissions and those relating to environmental protection, pipeline integrity and safety as well as current and future restrictions on commercial and economic activities in response to a public heal;
•significant operational, investment or other changes required by existing or future environmental statutes and regulations, including international agreements and national or regional societal, legislation; and regulatory measures to limit or reduce greenhouse gas emissions;
•competitive conditions in our industry including capacity overbuild in areas where we operate;
•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;
•inability to complete growth projects on time and on budget;
•our ability to successfully complete acquisitions and integrate acquired businesses, and to achieve the anticipated benefits therefrom, including the planned H2O Midstream acquisition;
•disruptions due to acts of God, natural disasters, casualty losses, severe weather patterns, such as freezing conditions, cyber or other attacks on our electronic systems, and other matters beyond our control which might cause damage to our pipelines, terminal facilities and other assets and could impact our operating results through increased costs and/or loss of revenue;
•changes in the price of RINs could affect our results of operations;
•future decisions by OPEC+ regarding production and pricing and disputes between OPEC+ regarding such;
•changes or volatility in interest and inflation rates;
•labor relations;
•large customer defaults;
•changes in tax status and regulations;
•the effects of future litigation or environmental liabilities that are not covered by insurance; and
•other factors discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K.
Many of the foregoing risks and uncertainties are, and will be, exacerbated by any worsening of the global business and economic environment. In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them. In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.
In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them. In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.
All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.
19 | | ||
Executive Summary: Management's View of Our Business and Strategic Overview
| Management's View of Our Business | ||
The Partnership provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services through its owned assets and joint ventures located primarily in the Permian Basin (including the Delaware sub-basin) and other select areas in the Gulf Coast region. A majority of our existing assets are both integral to and dependent upon the success of Delek Holdings' refining operations, as many of our assets are contracted exclusively to Delek Holdings in support of its refineries in Tyler, Texas (the "Tyler Refinery"), El Dorado, Arkansas (the "El Dorado Refinery") and Big Spring, Texas (the "Big Spring Refinery").
Business and Economic Environment Overview
During the six months ended June 30, 2024, domestic markets have experienced an elevated hydrocarbon pricing environment that has resulted in a strong demand for hydrocarbons and presented an opportunity for the Partnership to leverage its extensive network of logistics assets, resulting in increased throughputs and higher utilization as compared to the prior year. Additionally, Delaware Gathering further diversifies our logistics customer base to include significantly more third-party customers, and it allows us to provide comprehensive logistics services in the Delaware Basin, while also serving as a funnel into our existing midstream Permian activities. As producers continue to ramp up production within the Permian Basin, the Partnership is well positioned to continue to add value through our gathering and processing services as a result of our Delaware Gathering operations which complement our existing Midland Gathering System assets. Our positioning allows our customers the ability to control quality and adds optionality to place barrels in a variety of markets. Through our joint venture projects, we have increased our supply network to take advantage of growth opportunities in expanding markets and added additional flexibility which has delivered realized value through the Partnership system. Net Income for the Partnership increased $4.4 million during the six months ended June 30, 2024, as compared to the prior year period. Our EBITDA (as defined in "Non GAAP Measures" section below) increased $18.0 million in 2024 as compared to 2023. This improvement can be attributed to the strong financial and operational performance achieved across all of our operating segments. Our gathering and processing segment saw a $4.3 million increase in segment EBITDA. Our wholesale marketing and terminalling segment saw a $5.5 million increase in segment EBITDA. Our storage and transportation segment saw a $6.5 million increase in segment EBITDA. Segment EBITDA for our investments in pipeline joint ventures increased by $2.8 million. See the “Results of Operations” section below for further discussion.
Looking forward, concerns about inflation and a possible economic downturn as well as initiatives to reduce carbon footprints through energy transition to renewables have softened the forward demand expectations for hydrocarbons and natural gas. That said, we are well positioned to manage through an economic downturn because of built-in recessionary protections which include minimum volume commitments on throughput and dedicated acreage agreements. Additionally, the Partnership has embraced opportunities to enhance our environmental stewardship. It is expected that renewables, other than hydrocarbons, will continue to grow as a percentage of total energy consumption; however, a material reduction in the reliance on oil and gas for energy consumption is unlikely in the near term. Therefore, we expect that liquid transportation fuels will continue to be in high demand, and we expect to continue to leverage the strength of our cash flows and balance sheet in order to continue maximizing unitholder returns and the long-term prospects for return on investment.
Further, in order to position ourselves as a premier, full-service midstream provider in the Permian Basin, the Partnership has implemented several strategic initiatives, as discussed in detail below in 'Other 2024 Developments'. These actions not only enhance our standing in the market but also move to align us as an independent, largely third-party cash flow company with a robust growth profile.
See further discussion on macroeconomic factors and market trends, including the impact on 2024, in the ‘Market Trends’ section below.
Other 2024 Developments
Planned H2O Midstream Acquisition
On August 2, 2024, the Partnership entered into a Purchase and Sale Agreement with H2O Midstream Holdings, LLC (the “Seller”) to purchase 100% of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC (the “Purchased Interests” or "H2O Midstream"), related to the Seller’s water disposal and recycling operations, in the Midland Basin in Texas (the “Purchase Agreement”) for total consideration of $230.0 million, subject to customary adjustments under the Purchase Agreement for net working capital and indebtedness (the "H2O Transaction"). The purchase price is comprised of approximately $160.0 million in cash and $70.0 million of preferred equity. The closing of the H2O Transaction is currently anticipated to occur by the end of 2024.
20 | | ||
Wink to Webster Pipeline Investment Acquisition
On August 5, 2024, the Partnership acquired a 50% investment in W2W Holdings LLC which includes a 15.6% indirect interest in the Wink to Webster Pipeline, LLC joint venture ("Wink to Webster"), and related joint venture indebtedness, from a wholly owned subsidiary of Delek Holdings. W2W Holdings LLC was originally formed by Delek Holdings and MPLX Operations LLC to obtain financing and fund capital calls associated with its collective and contributed interests in Wink to Webster. Wink to Webster owns and operates a long-haul crude oil pipeline system with origin points at Wink and Midland in the Permian Basin and delivery points at multiple Houston area locations. Total consideration was comprised of $86.6 million in cash, forgiveness of an approximately $60 million receivable from Delek Holdings and 2,300,000 of common units representing limited partnership interest in us.
Commercial Agreements with Delek Holdings
On August 5, 2024, the Partnership amended and extended expired, or soon to be expired, commercial agreements with subsidiaries of Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. These agreements have an initial term of five to seven years, with the ability to extend for an additional five years at Delek Holdings' option. In addition, certain of these contracts had rate adjustments to be phased in over 2025 and 2026. In addition, the Partnership entered into an assignment agreement with Delek Holdings. As a result of these agreements with Delek Holdings, we redeemed 2,500,000 common units representing limited partnership interest in us held by Delek Holdings to assign the Big Spring Refinery Marketing Agreement to Delek Holdings. We also entered into an amended and restated Omnibus Agreement with Delek Holdings that provides Delek Holdings an option to purchase certain critical assets from us at market value during the period beginning upon any change in control or sale of substantially all assets involving us and extending (i) in the case of a transaction involving a third party, for six months following closing, and (ii) for any other transaction for four years following closing.
Natural Gas Plant
In the second quarter of 2024, the Partnership made the final investment decision to build a new natural gas processing plant adjacent to its plant in the Permian Basin. The plant is expected to have a capacity of approximately 110 MMcf/d (as defined below) and aims to meet the rising demand for natural gas in the region. We have engaged specialists to oversee the process, including permits, equipment procurement, and construction. Financial projections estimate an EBITDA of approximately $40 million, considering increased production, cost savings, and market conditions. The expansion also aligns with our commitment to sustainability, integrating advanced technologies to minimize emissions and optimize energy efficiency. This strategic move positions us as a key player in the energy sector, contributing to regional economic growth and sustainability. This expansion project will also increase the Partnership's third party revenue.
Contractual Rate Adjustments to Keep Pace with Inflation
On July 1, 2024, the tariffs on certain of our FERC regulated pipelines and the throughput fees and storage fees under certain of our agreements with Delek Holdings and third parties that are subject to adjustments using FERC indexing increased by approximately 1.3%, which was the amount of the change in the FERC oil pipeline index. The tariff on FERC regulated system acquired from Delaware Gathering was adjusted as of January 1, 2024, but adjustments under agreements already in place will be capped at 3.0%. Under certain of our agreements with Delek Holdings and third parties, the fees that are subject to adjustments using the consumer price index increased 3.3% and the fees that are subject to adjustments using the producer price index increased approximately 0.8%. These adjustments allow us to maintain compliance with FERC regulations as well as to ensure that our results are reflective of current market conditions.
DKL Revolving Credit Facility
On March 29, 2024, the Partnership entered into a Fourth Amendment to the fourth amended and restated senior secured revolving credit agreement (the "DKL Revolving Facility") which among other things increased the U.S. Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $100.0 million resulting in aggregate lender commitments under the DKL Revolving Credit Facility in an amount of $1,150.0 million, including up to $146.9 million for letters of credit and $31.9 million in swing line loans. This facility has a maturity date of October 13, 2027.
2029 Notes
On March 13, 2024, the Partnership sold $650.0 million in aggregate principal amount of 8.625% Senior Notes due 2029 (the “2029 Notes”), at par. Net proceeds were used to redeem the 2025 Notes including accrued interest, pay off the DKL Term Loan Facility including accrued interest and to repay a portion of the outstanding borrowings under the DKL Revolving Facility.
On April 17, 2024, the Issuers sold $200.0 million in aggregate principal amount of additional 8.625% senior notes due 2029 (the “Additional 2029 Notes”), at 101.25%. The Additional 2029 Notes were issued under the same indenture as the 2029 Notes and formed a part of the same series of notes as the 2029 Notes. The net proceeds were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility.
21 | | ||
Equity Offering
On March 12, 2024, we completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $38.50 per unit. The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility. Underwriting discounts totaled $5.5 million.
22 | | ||
| Segment Overview | ||
We review operating results in four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investments in pipeline joint ventures. Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each reportable segment based on the segment EBITDA, except for the investments in pipeline joint ventures segment, which is measured based on net income. Segment reporting is discussed in more detail in Note 8 to our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.
Gathering and Processing | ||
The operational assets in our gathering and processing segment consist of Midland Gathering Assets and Delaware Gathering Assets. The Midland Gathering Assets support our crude oil gathering activities which primarily serves Delek Holdings refining needs throughout the Permian Basin. The Delaware Gathering Assets support our crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico, and serving primarily third-party producers and customers. Finally, our gathering and processing assets are integrated with our pipeline assets, which we use to transport gathered crude oil as well as provide other crude oil, intermediate and refined products transportation in support of Delek Holdings' refining operations in Tyler, Texas, El Dorado, Arkansas and Big Spring, Texas, as well as to certain third parties. In providing these services, we do not take ownership of the refined products or crude oil that we transport. While we do not take ownership of gas that is gathered, we sell the processed gas at a market price which we remit to the producer, net of our fees. Therefore, we are not directly exposed to changes in commodity prices with respect to this operating segment. The combination of these operational assets provides a comprehensive, integrated midstream service offering to producers and customers.
| Wholesale Marketing and Terminalling | ||
Our wholesale marketing and terminalling segment provides wholesale marketing and terminalling services to Delek Holdings’ refining operations and to independent third parties from whom we receive fees for marketing, transporting, storing and terminalling refined products and to whom we wholesale market refined products. In providing certain of these services, we take ownership of the products and are therefore exposed to market risks related to the volatility of commodity and refined product prices in our West Texas operations, which depend on many factors, including demand and supply of refined products in the West Texas market, the timing of refined product deliveries and downtime at refineries in the surrounding area.
Storage and Transportation | ||
The operational assets in our storage and transportation segment consist of tanks, offloading facilities, trucks and ancillary assets, which provide crude oil, intermediate and refined products transportation and storage services primarily in support of Delek Holdings' refining operations in Tyler, Texas, El Dorado, Arkansas and Big Spring, Texas. Additionally, the assets in this segment provide crude oil transportation services to certain third parties. In providing these services, we do not take ownership of the products or crude oil that we transport or store. Therefore, we are not directly exposed to changes in commodity prices with respect to this operating segment.
| Investments in Pipeline Joint Ventures | ||
The Partnership owns a portion of three joint ventures (accounted for as equity method investments) that have constructed separate crude oil pipeline systems and related ancillary assets primarily in the Permian Basin and Gulf Coast regions and with strategic connections to Cushing, Midland and other key exchange points, which provide crude oil and refined product pipeline transportation to third parties and subsidiaries of Delek Holdings.
| Corporate and Other | ||
The corporate and other segment primarily consists of general and administrative expenses not allocated to a reportable segment, interest expense and depreciation and amortization. When applicable, it may also contain operating segments that are not reportable and do not meet the criteria for aggregation with any of our existing reportable segments.
| Strategic Overview | ||
Long-Term Strategic Objectives
The Partnership’s Long-Term Strategic Objectives have been focused on maintaining stable cash flows and to grow the quarterly distributions paid to our unitholders over time. To that end, we have been focused on growing our asset base within our geographic area, through acquisitions, project development, joint ventures, enhancing our existing systems and lowering our carbon footprint, as we continue to evaluate ways to provide Delek Holdings with logistics services and look for ways to reduce our reliance on Delek Holdings as our primary customer.
23 | | ||
2024 Strategic Focus Areas
We continue to believe that our strategic focus areas are the right ones. As such, we continue to refine our processes for evaluating risks and returns while maintaining a keen eye on our overarching Long-Term Strategic Objectives and our desire to create long-term operational sustainability. To that end, our 2024 Strategic Focus Areas are as follows:
•Generate Stable Cash Flow. Continue to pursue opportunities to provide logistics, marketing and other services to Delek Holdings and third parties pursuant to long-term, fee-based contracts. In new service contracts, endeavor to include minimum volume throughput or other commitments, similar to those included in our current commercial agreements with Delek Holdings.
•Focus on Growing Our Business. Continue to evaluate and pursue opportunities to grow our business through both strategic acquisitions and expansion and construction projects, both internally funded or in combination with potential external partners and through investments in joint ventures. Additionally, where possible, leverage our strong relationship with Delek Holdings to enhance our opportunities to grow our business.
◦Pursue Acquisitions. Pursue strategic acquisitions that both complement our existing assets and provide attractive returns for our unitholders, with a focus on expanding our third-party business. Leverage our current asset base, and our knowledge of the regional markets in which we operate, to target and complete attractive third-party acquisitions, which will enhance our third-party revenues and margin, further diversifying our customer and product mix.
◦Investments in Joint Ventures. Continue to focus on leveraging and, when appropriate, expanding our investments in joint ventures, which have contributed to our initiative to grow our midstream business while increasing our crude oil sourcing flexibility.
•Engage in Mutually Beneficial Transactions with Delek Holdings. Delek Holdings is required, under certain circumstances, to offer us the opportunity to purchase additional logistics assets that Delek Holdings may acquire or construct in the future. Further, we will continue to evaluate additional growth opportunities through subsequent dropdowns of logistics assets acquired or developed by Delek Holdings, while factoring in associated impact on our capital structure and critically evaluating anticipated return on investment. As certain of our commercial agreements with Delek Holdings have expired or are set to expire soon, we are currently engaged in negotiations to renew these contracts and ensure continued value for both ourselves and our sponsor.
•Pursue Attractive Expansion and Construction Opportunities. Continue to evaluate, and when appropriate in the context of our return on investment and risk assessment criteria, pursue organic growth opportunities that complement our existing businesses or that provide attractive returns within or outside our current geographic footprint. Continue to evaluate potential opportunities to make capital investments that will be used to expand our existing asset base through the expansion and construction of new logistics assets to support growth of any of our customers', including Delek Holdings', businesses and from increased third-party activity. These construction projects may be developed either through joint venture relationships or by us acting independently, depending on size and scale.
•Optimize Our Existing Assets and Expand Our Customer Base. Continue seeking to enhance the profitability of our existing assets by adding incremental throughput volumes, improving operating efficiencies and increasing system-wide utilization. Additionally, continue to seek opportunities to further diversify our customer base by increasing third-party throughput volumes running through certain of our existing systems and expanding our existing asset portfolio to service more third-party customers.
•Expand our ESG Consciousness and Lower Our Carbon Footprint. Continue to look for ways to grow our business whilst staying conscious of and minimizing the negative environmental impact, while also seeking opportunities to invest in innovative technologies that will reduce our carbon emissions as we achieve our growth objectives and sustainably improve unitholder returns. We expect to achieve this objective through ESG-Conscious Investments with Clear Value Propositions and Sustainable Returns.
| Market Trends | ||
Fluctuations in crude oil, natural gas and NGL prices and the prices of related refined and other hydrocarbon products impact operations in the midstream energy sector. For example, the prices of each of these products have the ability to influence drilling activity in many basins and the amounts of capital spending that crude oil exploration and production companies incur to support future growth. Exploration and production activities have a direct impact on volumes transported through our gathering assets in the geologic basins in which we operate. Additionally, the demand for hydrocarbon-based refined products and related crack spreads significantly impact production decisions of our refining customers and likewise throughputs on our pipelines and other logistics assets. Finally, fluctuations in demand and commodity prices for refined products, as well as the value attributable to RINs, directly impacts our wholesale marketing operations, where we are subject to short-term commodity price fluctuations at the rack. Most of the logistics services we provide (including transportation, gathering and processing services) are subject to long-term fee-based contracts with minimum volume commitments or long-term dedicated acreage agreements which mitigate most of our short-term financial risk to price and demand volatility. However, sustained depressed demand/prices over the longer term could not only curb exploration and production expansion opportunities under our agreements, it could also impact our customers' willingness or ability to renew commercial agreements or result in liquidity or credit constraints that could impact our longer term relationship with them.
24 | | ||
That said, our recent expansion of our gas processing capabilities have improved both our customer and geographic diversification which lowers concentration risk in those areas, in addition to adding service offerings to our portfolio. Furthermore, our dedicated acreage agreements provide significant growth opportunities in strong economic conditions (e.g., high demand/high commodity prices) without incremental customer acquisition cost. Given all of these factors, we believe that we continue to be strategically positioned, even in tougher market conditions, to sustain positive operating results and cash flows and to continue developing profitable growth projects that are needed to support future distribution growth.
The charts on the following page provide historical commodity pricing statistics for crude oil, refined product and natural gas.
25 | | ||
Non-GAAP Measures
Our management uses certain "non-GAAP" operational measures to evaluate our operating segment performance and non-GAAP financial measures to evaluate past performance and prospects for the future to supplement our financial information presented in accordance with United States Generally Accepted Accounting Principles ("GAAP"). These financial and operational non-GAAP measures include:
•Earnings before interest, taxes, depreciation and amortization ("EBITDA") - calculated as net income before net interest expense, income tax expense, depreciation and amortization expense, including amortization of marketing contract intangible, which is included as a component of net revenues in our condensed consolidated statements of income and comprehensive income in Item 1. to this Quarterly Report on Form 10-Q. | •Distributable cash flow - calculated as net cash flow from operating activities plus or minus changes in assets and liabilities, less maintenance capital expenditures net of reimbursements and other adjustments not expected to settle in cash. The Partnership believes this is an appropriate reflection of a liquidity measure by which users of its financial statements can assess its ability to generate cash. | |||||||
EBITDA and distributable cash flow are non-GAAP supplemental financial measures that management and external users of our condensed consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:
•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.
We believe that the presentation of EBITDA and distributable cash flow provide information useful to investors in assessing our financial condition and results of operations. EBITDA and distributable cash flow should not be considered alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and distributable cash flow have important limitations as analytical tools, because they exclude some, but not all, items that affect net income and net cash provided by operating activities. Additionally, because EBITDA and distributable cash flow may be defined differently by other partnerships in our industry, our definitions of EBITDA and distributable cash flow may not be comparable to similarly titled measures of other partnerships, thereby diminishing their utility. See below for a reconciliation of EBITDA and distributable cash flow to their most directly comparable GAAP financial measures.
Non-GAAP Reconciliations
The following table provides a reconciliation of EBITDA and distributable cash flow (which are defined above) to the most directly comparable GAAP measure, or net income and net cash from operating activities, respectively.
| Reconciliation of net income to EBITDA (in thousands) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net income | $ | 41,058 | $ | 31,896 | $ | 73,706 | $ | 69,263 | |||||||||||||||
| Add: | |||||||||||||||||||||||
| Income tax expense | 57 | 256 | 383 | 558 | |||||||||||||||||||
| Depreciation and amortization | 24,207 | 23,727 | 50,702 | 44,832 | |||||||||||||||||||
| Amortization of marketing contract intangible | 1,802 | 1,802 | 3,605 | 3,605 | |||||||||||||||||||
| Interest expense, net | 35,268 | 35,099 | 75,497 | 67,680 | |||||||||||||||||||
| EBITDA | $ | 102,392 | $ | 92,780 | $ | 203,893 | $ | 185,938 | |||||||||||||||
| Reconciliation of net cash from operating activities to distributable cash flow (in thousands) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net cash provided by operating activities | $ | 87,639 | $ | 34,612 | $ | 131,497 | $ | 63,802 | |||||||||||||||
| Changes in assets and liabilities | (24,305) | 27,259 | 1,482 | 64,929 | |||||||||||||||||||
| Distributions from equity method investments in investing activities | 540 | — | 2,673 | 1,440 | |||||||||||||||||||
| Non-cash lease expense | 38 | (2,247) | (1,901) | (4,447) | |||||||||||||||||||
Regulatory and sustaining capital expenditures not distributable (1) | (3,007) | 391 | (4,286) | (3,855) | |||||||||||||||||||
Reimbursement from Delek Holdings for capital expenditures (2) | (4) | 674 | 282 | 1,011 | |||||||||||||||||||
| Accretion of asset retirement obligations | (186) | (176) | (373) | (352) | |||||||||||||||||||
| Deferred income taxes | (103) | (518) | (204) | (629) | |||||||||||||||||||
| Gain on disposal of assets | 7,197 | 455 | 6,630 | 313 | |||||||||||||||||||
| Distributable cash flow | $ | 67,809 | $ | 60,450 | $ | 135,800 | $ | 122,212 | |||||||||||||||
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(1) Regulatory and sustaining capital expenditures represent cash expenditures (including 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 include 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.
(2) Reimbursement from Delek Holdings for capital expenditures represents amounts for certain capital expenditures reimbursable to us from Delek Holdings pursuant to the terms of the Omnibus Agreement (as defined in Note 2 to our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q).
27 | | ||
Summary of Financial and Other Information
A discussion and analysis of the factors contributing to our results of operations is presented below. The financial statements, together with the following information, are intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.
The following table provides summary financial data (in thousands, except unit and per unit amounts):
Summary Statement of Operations Data (1) | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Gathering and Processing | $ | 92,643 | $ | 93,237 | $ | 188,526 | $ | 185,669 | |||||||||||||||
| Wholesale marketing and terminalling | 135,600 | 118,827 | 254,870 | 231,136 | |||||||||||||||||||
| Storage and transportation | 36,385 | 34,847 | 73,307 | 73,631 | |||||||||||||||||||
| Total | 264,628 | 246,911 | 516,703 | 490,436 | |||||||||||||||||||
| Cost of materials and other | 138,060 | 128,125 | 261,752 | 254,221 | |||||||||||||||||||
| Operating expenses (excluding depreciation and amortization presented below) | 29,628 | 28,956 | 61,544 | 53,696 | |||||||||||||||||||
| General and administrative expenses | 6,016 | 6,611 | 10,879 | 14,121 | |||||||||||||||||||
| Depreciation and amortization | 24,207 | 23,727 | 50,702 | 44,832 | |||||||||||||||||||
| Other operating income, net | (1,744) | (455) | (1,177) | (313) | |||||||||||||||||||
| Operating income | $ | 68,461 | $ | 59,947 | $ | 133,003 | $ | 123,879 | |||||||||||||||
| Interest expense, net | 35,268 | 35,099 | 75,497 | 67,680 | |||||||||||||||||||
| Income from equity method investments | (7,882) | (7,285) | (16,372) | (13,601) | |||||||||||||||||||
| Other income, net | (40) | (19) | (211) | (21) | |||||||||||||||||||
| Total non-operating expenses, net | 27,346 | 27,795 | 58,914 | 54,058 | |||||||||||||||||||
| Income before income tax expense | 41,115 | 32,152 | 74,089 | 69,821 | |||||||||||||||||||
| Income tax expense | 57 | 256 | 383 | 558 | |||||||||||||||||||
| Net income attributable to partners | $ | 41,058 | $ | 31,896 | $ | 73,706 | $ | 69,263 | |||||||||||||||
| Comprehensive income attributable to partners | $ | 41,058 | $ | 31,896 | $ | 73,706 | $ | 69,263 | |||||||||||||||
EBITDA(2) | $ | 102,392 | $ | 92,780 | $ | 203,893 | 185,938 | ||||||||||||||||
| Net income per limited partner unit: | |||||||||||||||||||||||
| Basic | $ | 0.87 | $ | 0.73 | $ | 1.61 | $ | 1.59 | |||||||||||||||
| Diluted | $ | 0.87 | $ | 0.73 | $ | 1.61 | $ | 1.59 | |||||||||||||||
| Weighted average limited partner units outstanding: | |||||||||||||||||||||||
| Basic | 47,219,184 | 43,577,428 | 45,812,770 | 43,573,716 | |||||||||||||||||||
| Diluted | 47,232,507 | 43,597,282 | 45,829,522 | 43,591,726 | |||||||||||||||||||
(1) This information is presented at a summary level for your reference. See the condensed consolidated statements of income and comprehensive income in Item 1. to this Quarterly Report on Form 10-Q for more detail regarding our results of operations.
(2) For a definition of EBITDA, see "Non-GAAP Measures" above.
We report operating results in four reportable segments:
•Gathering and Processing
•Wholesale Marketing and Terminalling
•Storage and Transportation
•Investments in Pipeline Joint Ventures
Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of its reportable segments based on the segment EBITDA.
28 | | ||
Results of Operations
Consolidated Results of Operations — Comparison of the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023
Net Revenues
Q2 2024 vs. Q2 2023
Net revenues increased by $17.7 million, or 7.2%, in the second quarter of 2024 compared to the second quarter of 2023, primarily driven by the following:
•increased revenue of $11.4 million in our West Texas marketing operations primarily driven by increases in volumes sold, partially offset by a decrease in average sales prices per gallon and decrease in RINs revenue:
◦the volumes of gasoline and diesel sold increased by 3.6 million and 3.4 million gallons, respectively;
◦the average sales prices per gallon of gasoline and diesel sold decreased by $0.14 and $0.06 per gallon, respectively; and
◦RINs revenue decreased from $3.2 million in the second quarter of 2023 to $1.3 million in the second quarter of 2024, due to decrease in RINs prices.
•increase in terminalling and marketing revenue primarily due to rate increases and increased volumes.
YTD 2024 vs. YTD 2023
Net revenues increased by $26.3 million, or 5.4%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase was primarily driven by the following:
•increased revenue of $10.8 million in our West Texas marketing operations primarily driven by increases in volumes sold, partially offset by a decrease in average sales prices per gallon and decrease in RINs revenue:
◦the volumes of gasoline and diesel sold increased by 7.6 million and 3.9 million gallons, respectively;
◦the average sales prices per gallon of gasoline and diesel sold decreased by $0.19 and $0.19 per gallon, respectively; and
◦RINs revenue decreased from $5.6 million in the six months ended June 30, 2023 to $2.4 million in the six months ended June 30, 2024, due to decrease in RINs prices.
•increase in terminalling and marketing revenue primarily due to rate increases and increased volumes.
Cost of Materials and Other
Q2 2024 vs. Q2 2023
Cost of materials and other increased by $9.9 million, or 7.8%, in the second quarter of 2024 compared to the second quarter of 2023, primarily driven by the following:
•increased costs of materials and other of $14.4 million in our West Texas marketing operations primarily driven by increases in the volumes of gasoline and diesel sold, partially offset by decreases in the average cost per gallon:
◦the volumes of gasoline and diesel sold increased by 3.6 million and 3.4 million gallons, respectively; and
◦the average cost per gallon of gasoline sold decreased by $0.14 per gallon, partially offset by an increase in average cost per gallon of diesel sold of $0.03 per gallon.
Such increase was partially offset by the following:
•decrease of $2.2 million in our gathering and processing segment driven primarily by lower natural gas costs.
YTD 2024 vs. YTD 2023
Cost of materials and other increased by $7.5 million, or 3.0%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by
•increased costs of materials and other of $16.2 million in our West Texas marketing operations primarily driven by increases in the average volumes of gasoline and diesel sold, partially offset by decreased costs per gallon:
◦the volumes of gasoline and diesel sold increased by 7.6 million and 3.9 million gallons, respectively; and
◦the average cost per gallon of gasoline and diesel sold decreased by $0.21 per gallon and $0.10 per gallon, respectively.
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Such increase was partially offset by the following:
•decrease of $7.4 million in our gathering and processing segment driven primarily by lower natural gas costs.
Operating Expenses
Q2 2024 vs. Q2 2023
Operating expenses increased by $0.7 million, or 2.3%, in the second quarter of 2024 compared to the second quarter of 2023.
YTD 2024 vs. YTD 2023
Operating expenses increased by $7.8 million, or 14.6%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by an increase in contract services.
General and Administrative Expenses
Q2 2024 vs. Q2 2023
General and administrative expenses decreased by $0.6 million, or 9.0%, in the second quarter of 2024 compared to the second quarter of 2023.
YTD 2024 vs. YTD 2023
General and administrative expenses decreased by $3.2 million, or 23.0%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by the following:
•decrease in lease expense; and
•decrease in contract services.
Depreciation and Amortization
Q2 2024 vs. Q2 2023
Depreciation and amortization increased by $0.5 million, or 2.0%, in the second quarter of 2024 compared to the second quarter of 2023.
YTD 2024 vs. YTD 2023
Depreciation and amortization increased by $5.9 million, or 13.1%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by the following:
•depreciation associated with new projects in-serviced during the period.
Other operating income, net
Q2 2024 vs. Q2 2023
Other operating income, net increased by $1.3 million, or 283.3%, in the second quarter of 2024 compared to the second quarter of 2023, primarily driven by the following:
•increase in gain on disposal of assets predominantly due to $8.3 million in condemnation proceeds received in the second quarter of 2024; and
•partially offset by $5.4 million related to settlement of payment dispute.
YTD 2024 vs. YTD 2023
Gain on disposal of assets increased by $0.9 million, or 276.0%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by the following:
•increase in gain on disposal of assets predominantly due to $8.3 million in condemnation proceeds received in the second quarter of 2024; and
•partially offset by $5.4 million related to settlement of payment dispute.
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Interest Expense
Q2 2024 vs. Q2 2023
Interest expense increased by $0.2 million, or 0.5%, in the second quarter of 2024 compared to the second quarter of 2023.
YTD 2024 vs. YTD 2023
Interest expense increased by $7.8 million, or 11.5%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by the following:
•debt extinguishment costs of $3.6 million associated with the payoff of the DKL Term Loan Facility and the 2025 Notes with proceeds from the 2029 Notes issued in March 2024;
•interest associated with the 2029 Notes issued in the first quarter of 2024; and
•partially offset by a decrease in interest associated with the DKL Revolving Facility due to lower average outstanding borrowings.
Results from Equity Method Investments
Q2 2024 vs. Q2 2023
Income from equity method investments increased by $0.6 million, or 8.2%, in the second quarter of 2024 compared to the second quarter of 2023.
YTD 2024 vs. YTD 2023
Income from equity method investments increased by $2.8 million, or 20.4%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily due to increases in throughput at two of our joint ventures that were negatively impacted by the turnaround at the Tyler Refinery in prior year.
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Operating Segments
Gathering and Processing Segment
The following tables and discussion present the results of operations and certain operating statistics of the gathering and processing segment for the three and six months ended June 30, 2024 and 2023:
| Gathering and Processing | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net Revenues | $ | 92,643 | $ | 93,237 | $ | 188,526 | $ | 185,669 | |||||||||||||||
| Cost of materials and other | $ | 19,660 | $ | 21,857 | $ | 37,529 | $ | 44,881 | |||||||||||||||
| Operating expenses (excluding depreciation and amortization) | $ | 19,546 | $ | 20,631 | $ | 39,251 | $ | 34,853 | |||||||||||||||
| Segment EBITDA | $ | 54,680 | $ | 52,663 | $ | 112,439 | $ | 108,108 | |||||||||||||||
| Throughputs (average bpd) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| El Dorado Assets: | |||||||||||||||||||||||
| Crude pipelines (non-gathered) | 73,320 | 61,260 | 73,166 | 62,131 | |||||||||||||||||||
| Refined products pipelines to Enterprise Systems | 60,575 | 44,966 | 61,904 | 49,957 | |||||||||||||||||||
| El Dorado Gathering System | 13,024 | 13,041 | 13,005 | 13,509 | |||||||||||||||||||
| East Texas Crude Logistics System | 23,259 | 30,666 | 21,481 | 26,690 | |||||||||||||||||||
| Midland Gathering System | 206,933 | 221,876 | 210,196 | 221,993 | |||||||||||||||||||
| Plains Connection System | 210,033 | 255,035 | 233,438 | 247,856 | |||||||||||||||||||
| Delaware Gathering Assets Volumes | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
Natural Gas Gathering and Processing (Mcfd(1)) | 76,237 | 73,309 | 76,280 | 74,008 | |||||||||||||||||||
Crude Oil Gathering (bpd(2)) | 123,927 | 117,017 | 123,718 | 110,408 | |||||||||||||||||||
Water Disposal and Recycling (bpd(2)) | 116,916 | 127,195 | 118,592 | 107,848 | |||||||||||||||||||
(1) Mcfd - average thousand cubic feet per day.
(2) bpd - average barrels per day.
Operational comparison of the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023:
Net Revenues
Q2 2024 vs. Q2 2023
Net revenues for the gathering and processing segment decreased by $0.6 million, or 0.6%, in the second quarter of 2024 compared to the second quarter of 2023.
YTD 2024 vs. YTD 2023
Net revenues for the gathering and processing segment increased by $2.9 million, or 1.5%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023.
Cost of Materials and Other
Q2 2024 vs. Q2 2023
Cost of materials and other for the gathering and processing segment decreased by $2.2 million, or 10.1%, in the second quarter of 2024 compared to the second quarter of 2023, driven primarily by driven primarily by lower natural gas costs.
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YTD 2024 vs. YTD 2023
Cost of materials and other for the gathering and processing segment decreased by $7.4 million, or 16.4%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, driven primarily by lower natural gas costs.
Operating Expenses
Q2 2024 vs. Q2 2023
Operating expenses for the gathering and processing segment decreased by $1.1 million, or 5.3%, in the second quarter of 2024 compared to the second quarter of 2023.
YTD 2024 vs. YTD 2023
Operating expenses for the gathering and processing segment increased by $4.4 million, or 12.6%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by increase in contract services.
EBITDA
Q2 2024 vs. Q2 2023
EBITDA increased by $2.0 million, or 3.8%, in the second quarter of 2024 compared to the second quarter of 2023.
YTD 2024 vs. YTD 2023
EBITDA increased by $4.3 million, or 4.0%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023.
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Wholesale Marketing and Terminalling Segment
The following tables and discussion present the results of operations and certain operating statistics of the wholesale marketing and terminalling segment for the three and six months ended June 30, 2024 and 2023:
| Wholesale Marketing and Terminalling | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net Revenues | $ | 135,600 | $ | 118,827 | $ | 254,870 | $ | 231,136 | |||||||||||||||
| Cost of materials and other | $ | 103,901 | $ | 88,910 | $ | 195,805 | $ | 176,392 | |||||||||||||||
| Operating expenses (excluding depreciation and amortization presented below) | $ | 3,273 | $ | 3,848 | $ | 7,101 | $ | 8,456 | |||||||||||||||
| Segment EBITDA | $ | 30,205 | $ | 27,983 | $ | 55,479 | $ | 49,937 | |||||||||||||||
| Operating Information | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
East Texas - Tyler Refinery sales volumes (average bpd) (1) | 71,082 | 69,310 | 68,779 | 52,158 | |||||||||||||||||||
| Big Spring marketing throughputs (average bpd) | 81,422 | 75,164 | 79,019 | 76,763 | |||||||||||||||||||
| West Texas marketing throughputs (average bpd) | 11,381 | 9,985 | 10,678 | 9,454 | |||||||||||||||||||
| West Texas marketing gross margin per barrel | $ | 2.99 | $ | 7.01 | $ | 2.60 | $ | 6.27 | |||||||||||||||
Terminalling throughputs (average bpd) (2) | 159,260 | 134,323 | 147,937 | 113,926 | |||||||||||||||||||
(1) Excludes jet fuel and petroleum coke.
(2) Consists of terminalling throughputs at our Tyler, Big Spring, Big Sandy and Mount Pleasant, Texas terminals, our El Dorado and North Little Rock, Arkansas terminals and our Memphis and Nashville, Tennessee terminals.
Operational comparison of the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023:
Net Revenues
Q2 2024 vs. Q2 2023
Net revenues for the wholesale marketing and terminalling segment increased by $16.8 million, or 14.1%, in the second quarter of 2024 compared to the second quarter of 2023, driven primarily by the following:
•increased revenue of $11.4 million in our West Texas marketing operations primarily driven by increases in volumes sold, partially offset by a decrease in average sales prices per gallon and decrease in RINs revenue:
◦the volumes of gasoline and diesel sold increased by 3.6 million and 3.4 million gallons, respectively;
◦the average sales prices per gallon of gasoline and diesel sold decreased by $0.14 and $0.06 per gallon, respectively; and
◦RINs revenue decreased from $3.2 million in the second quarter of 2023 to $1.3 million in the second quarter of 2024, due to decrease in RINs prices.
•increase in terminalling and marketing revenue primarily due to rate increases and increased volumes.
YTD 2024 vs. YTD 2023
Net revenues for the wholesale marketing and terminalling segment increased by $23.7 million, or 10.3%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by the following:
•increased revenue of $10.8 million in our West Texas marketing operations primarily driven by increases in volumes sold, partially offset by a decrease in average sales prices per gallon and decrease in RINs revenue:
◦the volumes of gasoline and diesel sold increased by 7.6 million and 3.9 million gallons, respectively;
◦the average sales prices per gallon of gasoline and diesel sold decreased by $0.19 and $0.19 per gallon, respectively; and
◦RINs revenue decreased from $5.6 million in the six months ended June 30, 2023 to $2.4 million in the six months ended June 30, 2024, due to decrease in RINs prices.
•increase in terminalling and marketing revenue primarily due to rate increases and increased volumes.
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The following charts show summaries of the average sales prices per gallon of gasoline and diesel and refined products volume impacting our West Texas operations for the three and six months ended June 30, 2024 and 2023.
Cost of Materials and Other
Q2 2024 vs. Q2 2023
Cost of materials and other for the wholesale marketing and terminalling segment increased by $15.0 million, or 16.9%, in the second quarter of 2024 compared to the second quarter of 2023, driven primarily by the following:
•increased costs of materials and other of $14.4 million in our West Texas marketing operations primarily driven by increases in the volumes of gasoline and diesel sold, partially offset by decreases in the average cost per gallon:
◦the volumes of gasoline and diesel sold increased by 3.6 million and 3.4 million gallons, respectively; and
◦the average cost per gallon of gasoline sold decreased by $0.14 per gallon, partially offset by an increase in average cost per gallon of diesel sold of $0.03 per gallon.
YTD 2024 vs. YTD 2023
Cost of materials and other for the wholesale marketing and terminalling segment increased by $19.4 million, or 11.0%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by the following:
•increased costs of materials and other of $16.2 million in our West Texas marketing operations primarily driven by increases in the average volumes of gasoline and diesel sold, partially offset by decreased costs per gallon:
◦the volumes of gasoline and diesel sold increased by 7.6 million and 3.9 million gallons, respectively; and
◦the average cost per gallon of gasoline and diesel sold decreased by $0.21 per gallon and $0.10 per gallon, respectively.
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The following chart shows a summary of the average prices per gallon of gasoline and diesel purchased in our West Texas operations for the three and six months ended June 30, 2024 and 2023. Refer to the Refined Products Volume - Gallons chart above for a summary of volumes impacting our West Texas operations.
Operating Expenses
Q2 2024 vs. Q2 2023
Operating expenses for the wholesale marketing and terminalling segment decreased by $0.6 million, or 14.9%, in the second quarter of 2024 compared to the second quarter of 2023, driven primarily by a decrease in outside service costs.
YTD 2024 vs. YTD 2023
Operating expenses for the wholesale marketing and terminalling segment decreased by $1.4 million, or 16.0%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023.
EBITDA
Q2 2024 vs. Q2 2023
EBITDA increased by $2.2 million, or 7.9%, in the second quarter of 2024 compared to the second quarter of 2023, driven primarily by the following increase in terminalling utilization, partially offset by a decline in wholesale margins due to lower RINs prices.
YTD 2024 vs. YTD 2023
EBITDA increased by $5.5 million, or 11.1%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by increase in terminalling utilization, partially offset by a decline in wholesale margins due to lower RINs prices.
36 | | ||
Storage and Transportation Segment
The following tables and discussion present the results of operations and certain operating statistics of the storage and transportation segment for the three and six months ended June 30, 2024 and 2023:
| Storage and Transportation | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net revenues | $ | 36,385 | $ | 34,847 | $ | 73,307 | $ | 73,631 | |||||||||||||||
| Cost of materials and other | $ | 14,470 | $ | 17,333 | $ | 28,363 | $ | 35,937 | |||||||||||||||
| Operating expenses (excluding depreciation and amortization presented below) | $ | 4,534 | $ | 4,105 | $ | 9,555 | $ | 9,665 | |||||||||||||||
| Segment EBITDA | $ | 16,752 | $ | 14,978 | $ | 34,879 | $ | 28,400 | |||||||||||||||
Operation comparison of the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023
Net Revenues
Q2 2024 vs. Q2 2023
Net revenues for the storage and transportation segment increased by $1.5 million, or 4.4%, in the second quarter of 2024 compared to the second quarter of 2023.
YTD 2024 vs. YTD 2023
Net revenues for the storage and transportation segment decreased by $0.3 million, or 0.4%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023.
Cost of Materials and Other
Q2 2024 vs. Q2 2023
Cost of materials and other for the storage and transportation segment decreased by $2.9 million, or 16.5%, in the second quarter of 2024 compared to the second quarter of 2023 primarily due to decrease in trucking activity.
YTD 2024 vs. YTD 2023
Cost of materials and other for the storage and transportation segment decreased by $7.6 million, or 21.1%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily due to decrease in trucking activity.
Operating Expenses
Q2 2024 vs. Q2 2023
Operating expenses for the storage and transportation segment increased by $0.4 million, or 10.5%, in the second quarter of 2024 compared to the second quarter of 2023.
YTD 2024 vs. YTD 2023
Operating expenses for the storage and transportation segment decreased by $0.1 million, or 1.1%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023.
Q2 2024 vs. Q2 2023
EBITDA increased by $1.8 million, or 11.8%, in the second quarter of 2024 compared to the second quarter of 2023.
YTD 2024 vs. YTD 2023
EBITDA increased by $6.5 million, or 22.8%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily due to favorable rate escalations associated with pipeline and rail movement and lower cost associated with decrease in trucking activity.
37 | | ||
Investments in Pipeline Joint Ventures Segment
The Investments in Pipeline Joint Ventures segment relates to strategic Joint Venture investments, accounted for as equity method investments, to support the Delek Holdings operations in terms of offering connection to takeaway pipelines, alternative crude supply sources and flow of high quality crude oil to the Delek Holdings refining system. As a result, Delek Holdings is a major shipper and customer on certain of the Joint Venture pipelines, with minimum volume commitment ("MVC") agreements, which cushion the Joint Venture entities during periods of low activity. The other Joint Venture owners are usually major shippers on the pipelines resulting in a majority of the revenue of the Joint Venture entities coming from MVC agreements with related entities.
Investments in pipeline joint ventures segment include the Partnership's joint ventures investments described in Note 7 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.
Refer to Consolidated Results of Operations above for details and discussion of the investments in pipeline joint ventures segment for the three and six months ended June 30, 2024.
Liquidity and Capital Resources
Sources of Capital
We consider the following when assessing our liquidity and capital resources:
(i) cash generated from operations; | (iv) potential issuance of additional debt securities; and | ||||
(ii) borrowings under our revolving credit facility; | (v) potential sale of assets. | ||||
(iii) potential issuance of additional equity; | |||||
At June 30, 2024, our total liquidity amounted to $824.9 million comprised of $819.8 million in unused credit commitments under our third-party revolving credit facility (as discussed in Note 5 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q), and $5.1 million in cash and cash equivalents. Historically, we have generated adequate cash from operations to fund ongoing working capital requirements, pay quarterly cash distributions and operational capital expenditures, and we expect the same to continue in the foreseeable future. Other funding sources, including the issuance of additional debt securities, have been utilized to fund growth capital projects such as dropdowns and other acquisitions. In addition, we have historically been able to source funding at rates that reflect market conditions, our financial position and our credit ratings. We continue to monitor market conditions, our financial position and our credit ratings and expect future funding sources to be at rates that are sustainable and profitable for the Partnership. However, there can be no assurances regarding the availability of any future financings or additional credit facilities or whether such financings or additional credit facilities can be made available on terms that are acceptable to us. We believe we have sufficient financial resources from the above sources to meet our funding requirements in the next 12 months, including working capital requirements, quarterly cash distributions and capital expenditures. Nevertheless, our ability to satisfy working capital requirements, to service our debt obligations, to fund planned capital expenditures, or to pay distributions will depend upon future operating performance, which will be affected by prevailing economic conditions in the oil industry and other financial and business factors, including crude oil prices, some of which are beyond our control. We continuously review our liquidity and capital resources. If market conditions were to change, for instance due to a significant decline in crude oil prices, and our revenue was reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be reduced. Additionally, it could cause the rating agencies to lower our credit ratings. There are no ratings triggers that would accelerate the maturity of any borrowings under our debt agreements.
Cash Distributions
On July 30, 2024, the board of directors of our general partner declared a distribution of $1.090 per common unit (the "Distribution"), which equates to an estimated amount of approximately $51.5 million per quarter, or approximately $205.9 million per year, based on the number of common units outstanding as of June 30, 2024. The Distribution will be paid on August 14, 2024 to common unitholders of record on August 9, 2024 and represents a 5.3% increase over the second quarter 2023 distribution. This increase in the distribution is consistent with our intent to maintain an attractive distribution growth profile over the long term. Although our Partnership Agreement requires that we distribute all of our available cash each quarter, we do not otherwise have a legal obligation to distribute any particular amount per common unit.
38 | | ||
The table below summarizes the quarterly distributions related to our quarterly financial results:
| Quarter Ended | Total Quarterly Distribution Per Limited Partner Unit | Total Cash Distribution (in thousands) | ||||||||||||
| March 31, 2023 | $1.025 | $44,664 | ||||||||||||
| June 30, 2023 | $1.035 | $45,112 | ||||||||||||
| March 31, 2024 | $1.070 | $50,521 | ||||||||||||
June 30, 2024 (1) | $1.090 | $51,481 | ||||||||||||
(1) On July 30, 2024, the board of directors of our general partner declared this quarterly cash distribution, payable on August 14, 2024, to unitholders of record on August 9, 2024. The total cash distribution was estimated based on the number of common units outstanding as of June 30, 2024.
Equity Offering
On March 12, 2024, we completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $38.50 per unit. The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility. Underwriting discounts totaled $5.5 million.
Cash Flows
The following table sets forth a summary of our condensed consolidated cash flows for the six months ended June 30, 2024 and 2023 (in thousands):
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net cash provided by operating activities | $ | 131,497 | $ | 63,802 | |||||||
| Net cash used in investing activities | (15,421) | (54,893) | |||||||||
| Net cash used in financing activities | (114,720) | (9,164) | |||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 1,356 | $ | (255) | |||||||
Operating Activities
Net cash provided by operating activities increased by $67.7 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The cash receipts from customer activities increased by $21.2 million and cash payments to suppliers and for allocations to Delek Holdings for salaries decreased by $28.6 million. In addition, cash dividends received from equity method investments increased by $2.1 million and cash paid for debt interest decreased by $15.8 million.
Investing Activities
Net cash used in investing activities decreased by $39.5 million during the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily due to decrease of $29.0 million in purchases of property, plant and equipment primarily associated with growth projects in our gathering and processing segment, and a $9.1 million increase in proceeds from sale of property, plant and equipment predominantly due to $8.3 million of condemnation proceeds received from eminent domain proceedings in Texas in the current period. Additionally, distributions from equity method investments increased $1.2 million.
Financing Activities
Net cash provided by financing activities decreased by $105.6 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This decrease was primarily driven by net payments under our revolving credit facility which increased by $540.8 million due to paydown in conjunction with the issuance of the 2029 Notes. Additionally contributing to this decrease was an increase in deferred financing costs paid of $12.6 million associated with the 2029 Note issuance, an increase in distributions paid of $7.7 million and a $6.2 million increase in payments on other financing arrangements. Partially offsetting these decreases was an increase of $132.2 million due to proceeds from the equity issuance in March 2024, and an increase of $328.8 million in net proceeds from term debt primarily due to the issuance of the 2029 Notes.
Debt Overview
As of June 30, 2024, we had total indebtedness of $1,580.2 million. The decrease of $131.6 million in our long-term debt balance compared to the balance at December 31, 2023 resulted from the payments under the DKL Credit Facility and the 2025 Notes, which was partially offset by the issuance of the 2029 Notes during the six months ended June 30, 2024. As of June 30, 2024, our total indebtedness consisted of:
•An aggregate principal amount of $330.2 million under the DKL Revolving Facility, due on October 13, 2027, with an average borrowing rate of 8.00%.
•An aggregate principal amount of $400.0 million, under the 2028 Notes (7.125% senior notes), due in 2028, with an effective interest rate of 7.39%.
•An aggregate principal amount of $850.0 million, under the 2029 Notes (8.625% senior notes), due in 2029, with an effective interest rate of 8.95%.
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We believe we were in compliance with the covenants in all debt facilities as of June 30, 2024. See Note 5 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for a complete discussion of our third-party indebtedness.
Agreements Governing Certain Indebtedness of Delek Holdings
Delek Holdings' level of indebtedness, the terms of its borrowings and any future credit ratings could adversely affect our ability to grow our business, our ability to make cash distributions to our unitholders and our credit profile. Our current and future credit ratings may also be affected by Delek Holdings' level of indebtedness, financial performance and credit ratings.
Capital Spending
A key component of our long-term strategy is our capital expenditure program, which includes strategic consideration and planning for the timing and extent of regulatory maintenance, sustaining maintenance, and growth capital projects. These categories are described below:
•Regulatory maintenance projects in the gathering and processing segment are those expenditures expected to be spent on certain of our pipelines to maintain their operational integrity pursuant to applicable environmental and other regulatory requirements. Regulatory projects in the wholesale marketing and terminalling segment relates to scheduled maintenance and improvements on our terminalling tanks and racks at certain of our terminals in order to maintain environmental and other regulatory compliance. These expenditures have historically been and will continue to be financed through cash generated from operations.
•Sustaining capital expenditures represent capitalizable 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 sustaining capital expenditures are expenditures for the repair, refurbishment and replacement of pipelines, tanks and terminals, to maintain equipment reliability, integrity and safety and to maintain compliance with environmental laws and regulations. Delek Holdings has agreed to reimburse us with respect to certain assets it has transferred to us pursuant to the terms of the Omnibus Agreement (as defined in Note 2 to our accompanying condensed consolidated financial statements). When not provided for under reimbursement agreements, such activities are generally funded by cash generated from operations.
•Growth projects include those projects that do not fall into one of the two categories above, and could include committed expansion projects under contracts with customers as well as other incremental growth projects, but are generally expected to produce incremental cash flows in accordance with our internal return on invested capital policy. Depending on the magnitude, funding for such projects may include cash generated from operations, borrowings under existing credit facilities, or issuances of additional debt or equity securities.
The following table summarizes our actual capital expenditures, including any material capital expenditure payments made or forecasted to be made in advance of receipt of goods and materials, for the six months ended June 30, 2024:
| (in thousands) | Full Year 2024 Forecast (1) | Six Months Ended June 30, 2024 | |||||||||
| Gathering and Processing | |||||||||||
| Regulatory | $ | 750 | $ | — | |||||||
| Sustaining | 3,900 | 1,008 | |||||||||
| Growth | 49,500 | 21,066 | |||||||||
| Gathering and Processing Segment Total | $ | 54,150 | $ | 22,074 | |||||||
| Wholesale Marketing and Terminalling | |||||||||||
| Regulatory | $ | 3,300 | $ | 27 | |||||||
| Sustaining | 2,379 | (6) | |||||||||
| Growth | — | — | |||||||||
| Wholesale Marketing and Terminalling Segment Total | $ | 5,679 | $ | 21 | |||||||
| Storage and Transportation | |||||||||||
| Regulatory | $ | 1,500 | $ | 322 | |||||||
| Sustaining | 8,500 | 2,935 | |||||||||
| Growth | — | — | |||||||||
| Storage and Transportation Segment Total | $ | 10,000 | $ | 3,257 | |||||||
| Total Capital Spending | $ | 69,829 | $ | 25,352 | |||||||
(1) Excludes estimated 2024 costs of $90 million to $100 million related to our new natural gas processing plant. Refer to 'Other 2024 Developments' section of Item 2. Management's Discussion and Analysis, of this Quarterly Report on Form 10-Q for further information.
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The amount of our capital expenditure forecast is subject to change due to unanticipated increases in the cost, scope and completion time for our capital projects. For example, we may experience increases in the cost of and/or timing to obtain necessary equipment required for our continued compliance with government regulations or to complete improvement projects. Additionally, the scope and cost of employee or contractor labor expense related to installation of that equipment could increase from our projections.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements through the date of the filing of this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Impact of Changing Prices
Our revenues and cash flows, as well as estimates of future cash flows, are sensitive to changes in commodity prices. Shifts in the cost of crude oil, natural gas, NGLs, refined products and ethanol and related selling prices of these products can generate changes in our operating margins.
Interest Rate Risk
Debt that we incur under the DKL Credit Facility bears interest at floating rates and will expose us to interest rate risk. The outstanding floating rate borrowings totaled approximately $330.2 million as of June 30, 2024. The annualized impact of a hypothetical one percent change in interest rates on our floating rate debt outstanding as of June 30, 2024 would be to change interest expense by approximately $3.3 million.
Inflation
Inflationary factors, such as increases in the costs of our inputs, operating expenses, and interest rates may adversely affect our operating results. In addition, current or future governmental policies may increase or decrease the risk of inflation, which could further increase costs and may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales if the prices at which we are able to sell our products and services do not increase in line with increases in costs.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to provide reasonable assurance that the information that we are required to disclose in reports we file under the Exchange Act is accumulated and appropriately communicated to management. We carried out an evaluation required by Rule 13a-15(b) of the Exchange Act, under the supervision and with the participation of our management, including the Principal Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the reporting period. Based on that evaluation, the Principal Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the reporting period.
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the second quarter of 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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Other Information
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including, environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our business, financial condition or results of operations. See Note 9 to our accompanying condensed consolidated financial statements, which is incorporated by reference in this Item 1, for additional information.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors identified in the Partnership’s fiscal 2023 Annual Report on Form 10-K, except as follows:
We may be unsuccessful in integrating the operations of the assets we have acquired or may acquire with our operations, and in realizing all or any part of the anticipated benefits of any such acquisitions.
From time to time, we evaluate and acquire assets and businesses that we believe complement our existing assets and businesses. Acquisitions may require substantial capital or the incurrence of substantial indebtedness. Our capitalization and results of operations may change significantly as a result of completed or future acquisitions. Acquisitions and business expansions involve numerous risks, including difficulties in the assimilation of the assets and operations of the acquired businesses, inefficiencies and difficulties that arise because of unfamiliarity with new assets and the businesses associated with them, and new geographic areas and the diversion of management's attention from other business concerns. Further, unexpected costs and challenges may arise whenever businesses with different operations or management are combined, and we may experience unanticipated delays in realizing the benefits of an acquisition. Also, following an acquisition, we may discover previously unknown liabilities associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions.
On August 2, 2024, we entered into the H2O Purchase Agreement for the acquisition of H2O Midstream. We expect the transaction to close by the end of 2024, subject to closing conditions. If these conditions are not satisfied or waived, the acquisition of H2O Midstream will not be consummated. If the closing of the H2O Midstream acquisition is substantially delayed or does not occur at all, or if the terms of the acquisition are required to be modified substantially, we may not realize the anticipated benefits of the acquisition fully or at all, or they may take longer to realize than expected.
The H2O Midstream acquisition will require management to devote significant attention and resources to integrating the H2O Midstream business with our business. Potential difficulties that may be encountered in the integration process include, among others:
•the inability to successfully integrate the H2O Midstream business into our business in a manner that permits us to achieve the revenue and cost savings that we announced as anticipated from the acquisition;
•complexities associated with managing the larger, integrated business;
•potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the acquisition;
•integrating personnel from the two companies while maintaining focus on providing consistent, high-quality products and services;
•loss of key employees;
•integrating relationships with customers, vendors and business partners;
•performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the acquisition and integration of H2O Midstream’s operations into us; and
•the disruption in each company’s ongoing business or inconsistencies in standards, controls, procedures and policies.
Furthermore, delays or difficulties in the integration process could adversely affect our business, financial results, financial condition and stock price. Even if we are able to integrate our business operations successfully, there can be no assurance that the integration will result in the realization of the full benefits of synergies, cost savings, innovation and operational efficiencies that we currently expect or have communicated from this integration or that these benefits will be achieved within the anticipated timeframe.
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ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted terminated
Intercompany Transactions
On August 5, 2024, Delek Holdings and certain of its subsidiaries entered into a series of intercompany transactions with the Partnership and certain of its subsidiaries, as described below. The transactions, including the consideration therefor, were negotiated and approved by the Audit Committee of the Board of Directors of Delek Holdings, which is comprised solely of independent directors, and by the Conflicts Committee of the Board of Directors of our general partner, which is also comprised solely of independent directors. The Board of Directors of Delek Holdings engaged Barclays to act as its exclusive financial advisor and Bradley Arant Boult Cummings LLP to act as its legal counsel. The Conflicts Committee engaged Intrepid Partners, LLC to act as its exclusive financial advisor and Gibson, Dunn & Crutcher LLP to act as its legal counsel.
Wink to Webster Contribution
On August 5, 2024, Delek Holdings contributed all of its interest in the Wink to Webster pipeline joint venture (the “Contribution”) to the Partnership. The Contribution was made pursuant to a Contribution Agreement (the “Contribution Agreement”) between Delek US Energy, Inc. (“DKE”), a wholly-owned subsidiary of Delek Holdings, and the Partnership. Total consideration for the Contribution, including the approximately $280 million of joint venture indebtedness included therewith, was approximately $500 million, subject to post-closing adjustment, and included (i) $68 million in cash, (ii) 2,300,000 newly issued common units of limited partnership interest in the Partnership (our “common units”) and (iii) cancellation of a $60.0 million intercompany receivable owed by Delek Holdings to the Partnership. The Partnership also paid Delek Holdings approximately $18.6 million for an additional 0.6% interest in the Wink to Webster pipeline joint venture that was acquired by Delek Holdings from a joint venture partner on August 1, 2024, bringing the total interest in the Wink to Webster pipeline joint venture contributed to the Partnership to 15.6%.
The Contribution was effected by DKE transferring 100% of the limited liability company interests in Delek Permian Pipeline Holdings, LLC, which holds certain subsidiaries that collectively included joint venture financing entities and the 15.6% Wink to Webster pipeline joint venture interest. The offering and sale of our common units pursuant to the Contribution Agreement are intended to be exempt under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption afforded by Section 4(2) and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws.
The foregoing description of the Contribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is attached as Exhibit 2.1 to this Quarterly Report on Form 10-Q.
Fourth Amended and Restated Omnibus Agreement
On August 5, 2024, Delek Holdings and the Partnership entered into a Fourth Amended and Restated Omnibus Agreement with certain of their respective subsidiaries (the “Amended Omnibus Agreement”). The Amended Omnibus provides Delek Holdings an option to purchase certain critical assets from the Partnership at market value during the period beginning upon any change in control or sale of substantially all assets involving the Partnership (“Deconsolidation”) and extending (i) in the case of a Deconsolidation involving a third party, for six months following closing, and (ii) for any other Deconsolidation, for four years following closing.
The foregoing description of the Amended Omnibus Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended Omnibus Agreement, which is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q.
Amended and Restated Intercompany Agreements
On August 5, 2024, certain subsidiaries of Delek Holdings and the Partnership agreed to amend and restate 12 intercompany services agreements as listed below. The amendments, among other things, extend the terms of the respective agreements for up to seven years, with an option for Delek Holdings to extend such agreements for an additional five years. Certain of the agreements also have revised financial terms which will phase in over the time periods noted below.
The following is a list of the 12 intercompany services agreements which were amended and restated:
(1)Second Amendment and Restatement of the Throughput and Tankage Agreement (Tyler Terminal and Tankage) between DK Trading & Supply, LLC (“DKTS”) and Delek Marketing & Supply, LP (“DMS”) – seven year term extension effective July 1, 2024, with decrease of throughput and storage fees to become effective April 1, 2026;
(2)Amended and Restated Terminalling Services Agreement (Memphis Terminal) between DKTS, Delek Logistics Operating, LLC (“DLO”), and, for limited purposes, Citigroup Energy Inc. (“Citi”) – seven year term extension effective July 1, 2024;
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Legal Proceedings & Disclosures
(3)Amended and Restated Terminalling Services Agreement (North Little Rock Terminal) between DKTS, DLO, and, for limited purposes, CEI – seven year term extension effective July 1, 2024;
(4)Amended and Restated Throughput and Tankage Agreement (El Dorado Terminal and Tankage) between DKTS, DLO, and, for limited purposes, CEI – seven year term extension effective July 1, 2024, with decrease of throughput and storage fees to become effective February 1, 2025;
(5)Amended and Restated Throughput Agreement (El Dorado Rail Offloading Facility) between DKTS and DLO – seven year term extension effective July 1, 2024, with decrease of throughput fee and removal of minimum volume commitment to become effective August 1, 2025;
(6)Amended and Restated Tankage Agreement (Tyler Crude Storage Tank 701) between DKTS and Delek Marketing & Supply, LP – seven year term extension effective July 1, 2024, with decrease of storage fee to become effective April 1, 2026;
(7)Second Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline) between DKTS and Delek Marketing-Big Sandy, LLC (“DMBS”) – seven year term extension effective July 1, 2024;
(8)Amended and Restated Pipelines and Storage Facilities Agreement between DKTS, the Partnership, SALA Gathering Systems LLC (“SALA”), El Dorado Pipeline Company, LLC (“EDR”), Magnolia Pipeline Company, LLC (“MPC”), and, for limited purposes, CEI – seven year term extension effective July 1, 2024, with decrease of crude oil throughput fees to become effective September 1, 2026;
(9)Amended and Restated Pipelines and Tankage Agreement (East Texas Crude Logistics System) between DKTS and Delek Crude Logistics, LLC – seven year term extension effective July 1, 2024;
(10)Amended and Restated Terminalling Services Agreement (Mt. Pleasant Terminal) between DKTS and DMBS – seven year term extension effective July 1, 2024;
(11)Amended and Restated Services Agreement (Greenville Facility) between DKTS and DMBS – seven year term extension effective July 1, 2024; and
(12)Amended and Restated Slurry Clarifying Services Agreement (Krotz Springs) between DKTS, DLO, and DKE – five year term extension effective July 1, 2024.
Certain of the amended and restated intercompany agreements are attached to this Quarterly Report on Form 10-Q as Exhibits 10.2 through 10.8. The foregoing description of such intercompany agreements is not complete and is qualified in its entirety by reference to the full text of such intercompany agreements.
Assignment of Big Spring Refinery Marketing Agreement
On August 5, 2024, DKL Big Spring, LLC (“DKL Big Spring”), a subsidiary of the Partnership, entered into an assignment and assumption agreement (the “Assignment Agreement”) with Alon USA, LP (“Alon”), DKTS, and Delek Logistics Services Company (“DLSC”). Under the Assignment Agreement, DKL Big Spring assigned to DLSC its right, title, and interest in that certain Marketing Agreement dated as of March 1, 2018, as amended to date, and as consideration for such assignment, Alon caused 2,500,000 of our common units to be transferred to the Partnership from DLSC and subsequently cancelled.
Relationships
Prior to the transaction, Delek Holdings owned the general partner interest and a 72.6% limited partnership interest in the Partnership. Each of the Partnership and the other parties to the Contribution Agreement, Omnibus Agreement, Intercompany Agreements and Assignment Agreement are direct or indirect subsidiaries of Delek Holdings. As a result, certain individuals, including officers and directors of Delek Holdings, serve as officers and/or directors of more than one of such other entities. Additionally, the Partnership and Delek Holdings have certain commercial relationships as further described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023.
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ITEM 6. EXHIBITS
| Exhibit No. | Description | ||||||||||
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| 101 | The following materials from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2024 and 2023 (Unaudited), (iii) Condensed Consolidated Statement of Partners' Equity (Deficit) for the three and six months ended June 30, 2024 and 2023 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited), and (v) Notes to Condensed Consolidated Financial Statements (Unaudited). | ||||||||||
| 104 | The cover page from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 has been formatted in Inline XBRL. | ||||||||||
| # | Filed herewith | |||||||
| ## | Furnished herewith | |||||||
| * | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Partnership agrees to furnish supplementally a copy of any of the omitted schedules or exhibits upon request by the United States Securities and Exchange Commission, provided, however, that the Partnership may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedules or exhibits so furnished. | |||||||
| ** | Certain of the exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5). The Partnership agrees to furnish a copy of all omitted exhibits and schedules upon request by the United States Securities and Exchange Commission, provided, however, that the Partnership may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedules or exhibits so furnished. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Delek Logistics Partners, LP | ||
By: Delek Logistics GP, LLC | ||
Its General Partner | ||
By: /s/ Avigal Soreq | ||
Avigal Soreq | ||
President | ||
(Principal Executive Officer) | ||
By: /s/ Reuven Spiegel | ||
Reuven Spiegel | ||
Director, Executive Vice President and Chief Financial Officer | ||
(Principal Financial Officer) | ||
By: /s/ Robert Wright | ||
Robert Wright | ||
Senior Vice President, Deputy Chief Financial Officer | ||
(Principal Accounting Officer) | ||
Dated: August 7, 2024
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