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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Delek Logistics Partners LP | NYSE:DKL | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.85 | 2.16% | 40.17 | 40.5399 | 39.50 | 39.50 | 148,962 | 01:00:00 |
þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2017
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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45-5379027
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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7102 Commerce Way
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Brentwood, Tennessee
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37027
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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(Do not check if a smaller reporting company)
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Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 (Unaudited)
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Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2017 and 2016 (Unaudited)
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Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (Unaudited)
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September 30, 2017
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December 31, 2016
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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5,290
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$
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59
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Accounts receivable
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20,317
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19,202
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Accounts receivable from related parties
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714
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2,834
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Inventory
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7,891
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8,875
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Other current assets
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37
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1,071
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Total current assets
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34,249
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32,041
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Property, plant and equipment:
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||||
Property, plant and equipment
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357,532
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342,407
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Less: accumulated depreciation
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(106,880
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)
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(91,378
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)
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Property, plant and equipment, net
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250,652
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251,029
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Equity method investments
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106,098
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101,080
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Goodwill
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12,203
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12,203
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Intangible assets, net
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16,182
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14,420
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Other non-current assets
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3,474
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4,774
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Total assets
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$
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422,858
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$
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415,547
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LIABILITIES AND DEFICIT
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Current liabilities:
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Accounts payable
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$
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14,547
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$
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10,853
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Excise and other taxes payable
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3,376
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|
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4,841
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Tank inspection liabilities
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919
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1,013
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Pipeline release liabilities
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1,000
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1,097
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Accrued expenses and other current liabilities
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8,897
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2,925
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Total current liabilities
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28,739
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20,729
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Non-current liabilities:
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Long-term debt
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401,318
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392,600
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Asset retirement obligations
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3,991
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3,772
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Other non-current liabilities
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14,568
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11,730
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Total non-current liabilities
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419,877
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408,102
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Deficit:
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Common unitholders - public; 9,067,411 units issued and outstanding at September 30, 2017 (9,263,415 at December 31, 2016)
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175,831
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188,013
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Common unitholders - Delek; 15,294,046 units issued and outstanding at September 30, 2017 (15,065,192 at December 31, 2016)
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(195,217
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)
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(195,076
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)
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General partner - 497,172 units issued and outstanding at September 30, 2017 (496,502 at December 31, 2016)
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(6,372
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)
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(6,221
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)
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Total deficit
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(25,758
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)
|
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(13,284
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)
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Total liabilities and deficit
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$
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422,858
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$
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415,547
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30,
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September 30,
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||||||||||||
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2017
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2016
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2017
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2016
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Net sales:
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Affiliate
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$
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40,131
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$
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36,360
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$
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116,574
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$
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111,814
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Third party
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90,495
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71,110
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$
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270,294
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211,565
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Net sales
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130,626
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107,470
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386,868
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323,379
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Operating costs and expenses:
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Cost of goods sold
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89,120
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73,527
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266,749
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213,381
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Operating expenses
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10,662
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9,251
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30,986
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28,445
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General and administrative expenses
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2,751
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2,307
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8,255
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7,918
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Depreciation and amortization
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5,462
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5,356
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16,397
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15,164
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(Gain) loss on asset disposals
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(5
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)
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28
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2
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(16
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)
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Total operating costs and expenses
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107,990
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90,469
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322,389
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264,892
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Operating income
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22,636
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17,001
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64,479
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58,487
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Interest expense, net
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7,124
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3,409
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16,657
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9,892
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(Income) loss from equity method investments
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(1,584
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)
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308
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(3,005
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)
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743
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Other income, net
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(1
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)
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—
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(1
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)
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—
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||||
Total non-operating expenses
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5,539
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3,717
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13,651
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10,635
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Income before income tax expense
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17,097
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13,284
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50,828
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47,852
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Income tax expense
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174
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133
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333
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360
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Net income attributable to partners
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$
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16,923
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$
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13,151
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$
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50,495
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$
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47,492
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Comprehensive income attributable to partners
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$
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16,923
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$
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13,151
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$
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50,495
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$
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47,492
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|
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||||||||
Less: General partner's interest in net income, including incentive distribution rights
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4,745
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3,259
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13,406
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|
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8,303
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||||
Limited partners' interest in net income
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$
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12,178
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$
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9,892
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|
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$
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37,089
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|
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$
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39,189
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|
|
|
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||||||||
Net income per limited partner unit
(1)
:
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||||||||
Common units - (basic)
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$
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0.50
|
|
|
$
|
0.41
|
|
|
$
|
1.52
|
|
|
$
|
1.61
|
|
Common units - (diluted)
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|
$
|
0.50
|
|
|
$
|
0.41
|
|
|
$
|
1.52
|
|
|
$
|
1.60
|
|
Subordinated units - Delek (basic and diluted)
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|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.64
|
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|
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|
|
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||||||||
Weighted average limited partner units outstanding
(1)
:
|
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|
|
|
|
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||||||||
Common units - (basic)
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24,361,457
|
|
|
24,303,740
|
|
|
24,341,921
|
|
|
21,878,935
|
|
||||
Common units - (diluted)
|
|
24,389,582
|
|
|
24,380,334
|
|
|
24,382,426
|
|
|
21,962,733
|
|
||||
Subordinated units - Delek (basic and diluted)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,408,610
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash distributions per limited partner unit
|
|
$
|
0.715
|
|
|
$
|
0.655
|
|
|
$
|
2.110
|
|
|
$
|
1.895
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
50,495
|
|
|
$
|
47,492
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
16,397
|
|
|
15,164
|
|
||
Amortization of deferred revenue
|
|
(1,004
|
)
|
|
(843
|
)
|
||
Amortization of deferred financing costs and debt discount
|
|
1,438
|
|
|
1,095
|
|
||
Accretion of asset retirement obligations
|
|
219
|
|
|
199
|
|
||
Deferred income taxes
|
|
158
|
|
|
—
|
|
||
(Income) loss from equity method investments
|
|
(3,005
|
)
|
|
743
|
|
||
Dividends from equity method investments
|
|
1,518
|
|
|
—
|
|
||
Loss (gain) on asset disposals
|
|
2
|
|
|
(16
|
)
|
||
Unit-based compensation expense
|
|
545
|
|
|
414
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(1,115
|
)
|
|
21,557
|
|
||
Inventories and other current assets
|
|
2,028
|
|
|
3,808
|
|
||
Accounts payable and other current liabilities
|
|
8,501
|
|
|
775
|
|
||
Accounts receivable/payable to related parties
|
|
2,092
|
|
|
(4,110
|
)
|
||
Non-current assets and liabilities, net
|
|
(365
|
)
|
|
483
|
|
||
Net cash provided by operating activities
|
|
77,904
|
|
|
86,761
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Asset acquisitions
|
|
(6,443
|
)
|
|
—
|
|
||
Purchases of property, plant and equipment
|
|
(9,187
|
)
|
|
(5,633
|
)
|
||
Proceeds from sales of property, plant and equipment
|
|
—
|
|
|
175
|
|
||
Purchases of intangible assets
|
|
(2,560
|
)
|
|
—
|
|
||
Equity method investment contributions
|
|
(3,531
|
)
|
|
(54,703
|
)
|
||
Net cash used in investing activities
|
|
(21,721
|
)
|
|
(60,161
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from issuance of additional units to maintain 2% General Partner interest
|
|
21
|
|
|
15
|
|
||
Distributions to general partner
|
|
(12,839
|
)
|
|
(6,861
|
)
|
||
Distributions to common unitholders - public
|
|
(19,208
|
)
|
|
(17,601
|
)
|
||
Distributions to common unitholders - Delek
|
|
(31,555
|
)
|
|
(15,578
|
)
|
||
Distributions to subordinated unitholders - Delek
|
|
—
|
|
|
(11,503
|
)
|
||
Proceeds from revolving credit facility
|
|
205,700
|
|
|
229,150
|
|
||
Payments of revolving credit facility
|
|
(439,500
|
)
|
|
(205,750
|
)
|
||
Proceeds from issuance of senior notes
|
|
248,112
|
|
|
—
|
|
||
Deferred financing costs paid
|
|
(5,937
|
)
|
|
—
|
|
||
Reimbursement of capital expenditures by Delek
|
|
4,254
|
|
|
1,528
|
|
||
Net cash used in financing activities
|
|
(50,952
|
)
|
|
(26,600
|
)
|
||
Net increase in cash and cash equivalents
|
|
5,231
|
|
|
—
|
|
||
Cash and cash equivalents at the beginning of the period
|
|
59
|
|
|
—
|
|
||
Cash and cash equivalents at the end of the period
|
|
$
|
5,290
|
|
|
$
|
—
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
||||
Interest
|
|
$
|
9,288
|
|
|
$
|
8,902
|
|
Income taxes
|
|
$
|
60
|
|
|
$
|
—
|
|
Non-cash investing activities:
|
|
|
|
|
|
|
||
Decrease in accrued capital expenditures
|
|
$
|
(491
|
)
|
|
$
|
(624
|
)
|
Non-cash financing activities:
|
|
|
|
|
||||
Sponsor contribution of fixed assets
|
|
$
|
67
|
|
|
$
|
609
|
|
Property, plant and equipment
|
|
$
|
6,443
|
|
Intangible assets
(1)
|
|
2,560
|
|
|
Total
|
|
$
|
9,003
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
|
$
|
40,131
|
|
|
$
|
36,360
|
|
|
$
|
116,574
|
|
|
$
|
111,814
|
|
Cost of goods sold
|
|
$
|
9,232
|
|
|
$
|
5,247
|
|
|
$
|
26,412
|
|
|
$
|
24,064
|
|
Operating and maintenance expenses
|
|
$
|
7,275
|
|
|
$
|
7,988
|
|
|
$
|
20,756
|
|
|
$
|
22,738
|
|
General and administrative expenses
|
|
$
|
2,073
|
|
|
$
|
1,641
|
|
|
$
|
5,327
|
|
|
$
|
4,595
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to partners
|
|
$
|
16,923
|
|
|
$
|
13,151
|
|
|
$
|
50,495
|
|
|
$
|
47,492
|
|
Less: General partner's distribution (including IDRs)
(1)
|
|
4,852
|
|
|
3,382
|
|
|
13,697
|
|
|
8,443
|
|
||||
Less: Limited partners' distribution
|
|
17,418
|
|
|
15,920
|
|
|
51,380
|
|
|
41,615
|
|
||||
Less: Subordinated partner's distribution
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,424
|
|
||||
Distributions (in excess of) less than earnings
|
|
$
|
(5,347
|
)
|
|
$
|
(6,151
|
)
|
|
$
|
(14,582
|
)
|
|
$
|
(6,990
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
General partner's earnings:
|
|
|
|
|
|
|
|
|
||||||||
Distributions (including IDRs)
(1)
|
|
$
|
4,852
|
|
|
$
|
3,382
|
|
|
$
|
13,697
|
|
|
$
|
8,443
|
|
Allocation of distributions (in excess of) less than earnings
|
|
(107
|
)
|
|
(123
|
)
|
|
(291
|
)
|
|
(140
|
)
|
||||
Total general partner's earnings
|
|
$
|
4,745
|
|
|
$
|
3,259
|
|
|
$
|
13,406
|
|
|
$
|
8,303
|
|
|
|
|
|
|
|
|
|
|
||||||||
Limited partners' earnings on common units:
|
|
|
|
|
|
|
|
|
||||||||
Distributions
|
|
$
|
17,418
|
|
|
$
|
15,920
|
|
|
$
|
51,380
|
|
|
$
|
41,615
|
|
Allocation of distributions (in excess of) less than earnings
|
|
(5,240
|
)
|
|
(6,028
|
)
|
|
(14,291
|
)
|
|
(6,368
|
)
|
||||
Total limited partners' earnings on common units
|
|
$
|
12,178
|
|
|
$
|
9,892
|
|
|
$
|
37,089
|
|
|
$
|
35,247
|
|
|
|
|
|
|
|
|
|
|
||||||||
Limited partners' earnings on subordinated units:
|
|
|
|
|
|
|
|
|
||||||||
Distributions
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,424
|
|
Allocation of distributions in excess of earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(482
|
)
|
||||
Total limited partners' earnings on subordinated units
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,942
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units outstanding
(2)
:
|
|
|
|
|
|
|
|
|
||||||||
Common units - (basic)
|
|
24,361,457
|
|
|
24,303,740
|
|
|
24,341,921
|
|
|
21,878,935
|
|
||||
Common units - (diluted)
|
|
24,389,582
|
|
|
24,380,334
|
|
|
24,382,426
|
|
|
21,962,733
|
|
||||
Subordinated units - Delek (basic and diluted)
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,408,610
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit
(2)
:
|
|
|
|
|
|
|
|
|
||||||||
Common units - (basic)
|
|
$
|
0.50
|
|
|
$
|
0.41
|
|
|
$
|
1.52
|
|
|
$
|
1.61
|
|
Common units - (diluted)
(4)
|
|
$
|
0.50
|
|
|
$
|
0.41
|
|
|
$
|
1.52
|
|
|
$
|
1.60
|
|
Subordinated units - Delek (basic and diluted)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.64
|
|
|
|
Common - Public
|
|
Common - Delek
|
|
General Partner
|
|
Total
|
||||
Balance at December 31, 2016
|
|
9,263,415
|
|
|
15,065,192
|
|
|
496,502
|
|
|
24,825,109
|
|
General partner units issued to maintain 2% interest
|
|
—
|
|
|
—
|
|
|
670
|
|
|
670
|
|
Unit-based compensation awards
|
|
32,850
|
|
|
—
|
|
|
—
|
|
|
32,850
|
|
Delek unit repurchases from public
|
|
(228,854
|
)
|
|
228,854
|
|
|
—
|
|
|
—
|
|
Balance at September 30, 2017
|
|
9,067,411
|
|
|
15,294,046
|
|
|
497,172
|
|
|
24,858,629
|
|
|
|
Common - Public
|
|
Common - Delek
|
|
General Partner
|
|
Total
|
||||||||
Balance at December 31, 2016
|
|
$
|
188,013
|
|
|
$
|
(195,076
|
)
|
|
$
|
(6,221
|
)
|
|
$
|
(13,284
|
)
|
Cash distributions
|
(19,208
|
)
|
|
(31,555
|
)
|
|
(12,839
|
)
|
|
(63,602
|
)
|
|||||
Sponsor contribution of fixed assets
|
—
|
|
|
65
|
|
|
2
|
|
|
67
|
|
|||||
Net income attributable to partners
|
13,837
|
|
|
23,252
|
|
|
13,406
|
|
|
50,495
|
|
|||||
Unit-based compensation
|
480
|
|
|
806
|
|
|
(741
|
)
|
|
545
|
|
|||||
Delek unit repurchases from public
|
(7,291
|
)
|
|
7,291
|
|
|
—
|
|
|
—
|
|
|||||
General partner units issued to maintain 2% interest
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
|||||
Balance at September 30, 2017
|
|
$
|
175,831
|
|
|
$
|
(195,217
|
)
|
|
$
|
(6,372
|
)
|
|
$
|
(25,758
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to partners
|
|
$
|
16,923
|
|
|
$
|
13,151
|
|
|
$
|
50,495
|
|
|
$
|
47,492
|
|
Less: General partner's IDRs
|
|
(4,496
|
)
|
|
(3,057
|
)
|
|
(12,649
|
)
|
|
(7,503
|
)
|
||||
Net income available to partners
|
|
$
|
12,427
|
|
|
$
|
10,094
|
|
|
$
|
37,846
|
|
|
$
|
39,989
|
|
General partner's ownership interest
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
||||
General partner's allocated interest in net income
|
|
$
|
249
|
|
|
$
|
202
|
|
|
$
|
757
|
|
|
$
|
800
|
|
General partner's IDRs
|
|
4,496
|
|
|
3,057
|
|
|
12,649
|
|
|
7,503
|
|
||||
Total general partner's interest in net income
|
|
$
|
4,745
|
|
|
$
|
3,259
|
|
|
$
|
13,406
|
|
|
$
|
8,303
|
|
|
|
|
Target Quarterly Distribution per Unit
|
|
Marginal Percentage Interest in Distributions
|
||||||
|
|
|
Target Amount
|
|
Unitholders
|
|
General Partner
|
||||
Minimum Quarterly Distribution
|
|
|
$
|
0.37500
|
|
|
98.0
|
%
|
|
2.0
|
%
|
First Target Distribution
|
|
above
|
$
|
0.37500
|
|
|
98.0
|
%
|
|
2.0
|
%
|
|
|
up to
|
$
|
0.43125
|
|
|
|
|
|
||
Second Target Distribution
|
|
above
|
$
|
0.43125
|
|
|
85.0
|
%
|
|
15.0
|
%
|
|
|
up to
|
$
|
0.46875
|
|
|
|
|
|
||
Third Target Distribution
|
|
above
|
$
|
0.46875
|
|
|
75.0
|
%
|
|
25.0
|
%
|
|
|
up to
|
$
|
0.56250
|
|
|
|
|
|
||
Thereafter
|
|
thereafter
|
$
|
0.56250
|
|
|
50.0
|
%
|
|
50.0
|
%
|
Quarter Ended
|
|
Total Quarterly Distribution Per Limited Partner Unit
|
|
Total Quarterly Distribution Per Limited Partner Unit, Annualized
|
|
Total Cash Distribution, including general partner interest and IDRs (in thousands)
|
|
Date of Distribution
|
|
Unitholders Record Date
|
||||||
September 30, 2016
|
|
$
|
0.655
|
|
|
$
|
2.62
|
|
|
$
|
19,302
|
|
|
November 14, 2016
|
|
November 7, 2016
|
December 31, 2016
|
|
$
|
0.680
|
|
|
$
|
2.72
|
|
|
$
|
20,537
|
|
|
February 14, 2017
|
|
February 3, 2017
|
March 31, 2017
|
|
$
|
0.690
|
|
|
$
|
2.76
|
|
|
$
|
21,024
|
|
|
May 12, 2017
|
|
May 5, 2017
|
June 30, 2017
|
|
$
|
0.705
|
|
|
$
|
2.82
|
|
|
$
|
21,783
|
|
|
August 11, 2017
|
|
August 4, 2017
|
September 30, 2017
|
|
$
|
0.715
|
|
|
$
|
2.86
|
|
|
$
|
22,270
|
|
|
November 14, 2017
(1)
|
|
November 7, 2017
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
General partner's distributions:
|
|
|
|
|
|
|
|
|
||||||||
General partner's distributions
|
|
$
|
356
|
|
|
$
|
325
|
|
|
$
|
1,048
|
|
|
$
|
940
|
|
General partner's IDRs
|
|
4,496
|
|
|
3,057
|
|
|
12,649
|
|
|
7,503
|
|
||||
Total general partner's distributions
|
|
4,852
|
|
|
3,382
|
|
|
13,697
|
|
|
8,443
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Limited partners' distributions:
|
|
|
|
|
|
|
|
|
||||||||
Common
|
|
17,418
|
|
|
15,920
|
|
|
51,380
|
|
|
41,615
|
|
||||
Subordinated
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,424
|
|
||||
Total limited partners' distributions
|
|
17,418
|
|
|
15,920
|
|
|
51,380
|
|
|
46,039
|
|
||||
Total cash distributions
|
|
$
|
22,270
|
|
|
$
|
19,302
|
|
|
$
|
65,077
|
|
|
$
|
54,482
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash distributions per limited partner unit
|
|
$
|
0.715
|
|
|
$
|
0.655
|
|
|
$
|
2.110
|
|
|
$
|
1.895
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Current assets
|
|
$
|
11,333
|
|
|
$
|
7,760
|
|
Noncurrent assets
|
|
$
|
244,615
|
|
|
$
|
237,516
|
|
Current liabilities
|
|
$
|
1,482
|
|
|
$
|
4,512
|
|
Noncurrent liabilities
|
|
$
|
165
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
|
$
|
7,026
|
|
|
$
|
226
|
|
|
$
|
19,719
|
|
|
$
|
229
|
|
Gross profit
|
|
$
|
7,026
|
|
|
$
|
226
|
|
|
$
|
19,719
|
|
|
$
|
229
|
|
Net income (loss)
|
|
$
|
2,282
|
|
|
$
|
(1,538
|
)
|
|
$
|
6,674
|
|
|
$
|
(2,857
|
)
|
|
|
|
|
|
|
|
|
|
•
|
The assets and investments reported in the pipelines and transportation segment provide crude oil gathering and crude oil, intermediate and finished products transportation and storage services to Delek's refining operations and independent third parties.
|
•
|
The wholesale marketing and terminalling segment provides wholesale marketing and terminalling services to Delek's refining operations and independent third parties.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Pipelines and Transportation
|
|
|
|
|
|
|
|
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Affiliate
|
|
$
|
27,805
|
|
|
$
|
25,238
|
|
|
$
|
81,972
|
|
|
$
|
77,680
|
|
Third party
|
|
3,177
|
|
|
3,388
|
|
|
7,910
|
|
|
15,739
|
|
||||
Total pipelines and transportation
|
|
30,982
|
|
|
28,626
|
|
|
89,882
|
|
|
93,419
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
4,883
|
|
|
4,811
|
|
|
13,691
|
|
|
14,401
|
|
||||
Operating expenses
|
|
8,573
|
|
|
7,678
|
|
|
24,661
|
|
|
22,317
|
|
||||
Segment contribution margin
|
|
$
|
17,526
|
|
|
$
|
16,137
|
|
|
$
|
51,530
|
|
|
$
|
56,701
|
|
Capital spending (excluding business combinations)
|
|
$
|
2,918
|
|
|
$
|
2,613
|
|
|
$
|
6,715
|
|
|
$
|
4,037
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wholesale Marketing and Terminalling
|
|
|
|
|
|
|
|
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Affiliate
|
|
$
|
12,326
|
|
|
$
|
11,122
|
|
|
$
|
34,602
|
|
|
$
|
34,134
|
|
Third party
|
|
87,318
|
|
|
67,722
|
|
|
262,384
|
|
|
195,826
|
|
||||
Total wholesale marketing and terminalling
|
|
99,644
|
|
|
78,844
|
|
|
296,986
|
|
|
229,960
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
84,237
|
|
|
68,716
|
|
|
253,058
|
|
|
198,980
|
|
||||
Operating expenses
|
|
2,089
|
|
|
1,573
|
|
|
6,325
|
|
|
6,128
|
|
||||
Segment contribution margin
|
|
$
|
13,318
|
|
|
$
|
8,555
|
|
|
$
|
37,603
|
|
|
$
|
24,852
|
|
Capital spending (excluding business combinations)
|
|
$
|
868
|
|
|
$
|
464
|
|
|
$
|
1,981
|
|
|
$
|
972
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
|
|
|
|
|
|
|
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Affiliate
|
|
$
|
40,131
|
|
|
$
|
36,360
|
|
|
$
|
116,574
|
|
|
$
|
111,814
|
|
Third party
|
|
90,495
|
|
|
71,110
|
|
|
270,294
|
|
|
211,565
|
|
||||
Total consolidated
|
|
130,626
|
|
|
107,470
|
|
|
386,868
|
|
|
323,379
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
89,120
|
|
|
73,527
|
|
|
266,749
|
|
|
213,381
|
|
||||
Operating expenses
|
|
10,662
|
|
|
9,251
|
|
|
30,986
|
|
|
28,445
|
|
||||
Contribution margin
|
|
30,844
|
|
|
24,692
|
|
|
89,133
|
|
|
81,553
|
|
||||
General and administrative expenses
|
|
2,751
|
|
|
2,307
|
|
|
8,255
|
|
|
7,918
|
|
||||
Depreciation and amortization
|
|
5,462
|
|
|
5,356
|
|
|
16,397
|
|
|
15,164
|
|
||||
(Gain) loss on asset disposals
|
|
(5
|
)
|
|
28
|
|
|
2
|
|
|
(16
|
)
|
||||
Operating income
|
|
$
|
22,636
|
|
|
$
|
17,001
|
|
|
$
|
64,479
|
|
|
$
|
58,487
|
|
Capital spending (excluding business combinations)
|
|
$
|
3,786
|
|
|
$
|
3,077
|
|
|
$
|
8,696
|
|
|
$
|
5,009
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Pipelines and transportation
|
|
$
|
344,260
|
|
|
$
|
337,349
|
|
Wholesale marketing and terminalling
|
|
78,598
|
|
|
78,198
|
|
||
Total assets
|
|
$
|
422,858
|
|
|
$
|
415,547
|
|
|
|
Pipelines and Transportation
|
|
Wholesale Marketing and Terminalling
|
|
Consolidated
|
||||||
Property, plant and equipment
|
|
$
|
292,116
|
|
|
$
|
65,416
|
|
|
$
|
357,532
|
|
Less: accumulated depreciation
|
|
(80,008
|
)
|
|
(26,872
|
)
|
|
(106,880
|
)
|
|||
Property, plant and equipment, net
|
|
$
|
212,108
|
|
|
$
|
38,544
|
|
|
$
|
250,652
|
|
Depreciation expense for the three months ended September 30, 2017
|
|
$
|
4,257
|
|
|
$
|
940
|
|
|
$
|
5,197
|
|
Depreciation expense for the nine months ended September 30, 2017
|
|
$
|
12,821
|
|
|
$
|
2,779
|
|
|
$
|
15,600
|
|
|
|
As of September 30, 2017
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
$
|
—
|
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
88
|
|
Total assets
|
|
—
|
|
|
88
|
|
|
—
|
|
|
88
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|||||||
OTC commodity swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net assets
|
|
$
|
—
|
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
88
|
|
|
|
As of December 31, 2016
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Total assets
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
(82
|
)
|
||||
Net liabilities
|
|
$
|
—
|
|
|
$
|
(73
|
)
|
|
$
|
—
|
|
|
$
|
(73
|
)
|
(in thousands)
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
Derivative Type
|
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||||
OTC commodity swaps
(1)
|
|
Other current assets
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
(82
|
)
|
Total gross value of derivatives
|
|
88
|
|
|
—
|
|
|
9
|
|
|
(82
|
)
|
||||||
Less: Counterparty netting and cash collateral
(2)
|
|
88
|
|
|
585
|
|
|
9
|
|
|
621
|
|
||||||
Total net fair value of derivatives
|
|
$
|
—
|
|
|
$
|
(585
|
)
|
|
$
|
—
|
|
|
$
|
(703
|
)
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Derivative Type
|
Income Statement Location
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest rate derivatives
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity derivatives
|
Cost of goods sold
|
|
$
|
(1,474
|
)
|
|
$
|
(255
|
)
|
|
$
|
(358
|
)
|
|
$
|
(1,714
|
)
|
|
Total
|
|
$
|
(1,474
|
)
|
|
$
|
(255
|
)
|
|
$
|
(358
|
)
|
|
$
|
(1,714
|
)
|
•
|
In January 2016, a crude oil release of less than
30
barrels occurred from a gathering line at the Modisette pumping station near El Dorado, Arkansas;
|
•
|
In January 2016, a crude oil release of approximately
350
barrels occurred from the Paline Pipeline near Woodville, Texas (the "Paline Release"); and
|
•
|
In March 2013, a release of approximately
5,900
barrels of crude oil, the majority of which was contained on-site, occurred from a pumping facility at our Magnolia Station located west of the El Dorado Refinery (the "Magnolia Release").
|
•
|
our substantial dependence on Delek or its assignees and their respective ability to pay us under our commercial agreements;
|
•
|
the age and condition of our assets and operating hazards and other risks incidental to transporting, storing and gathering crude oil, intermediate and refined products, including, but not limited to, costs, penalties, regulatory or legal actions and other 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;
|
•
|
the wholesale marketing margins we are able to obtain and the number of barrels of product we are able to sell in our west Texas wholesale business;
|
•
|
the suspension, reduction or termination of Delek's or its assignees' or any third party's obligations under our commercial agreements;
|
•
|
the results of our investments in joint ventures;
|
•
|
the ability to secure commercial agreements with Delek or third parties upon expiration of existing agreements;
|
•
|
disruptions due to acts of God, equipment interruption or failure at our facilities, Delek’s facilities or third-party facilities on which our business is dependent;
|
•
|
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;
|
•
|
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 those relating to environmental protection, pipeline integrity and safety;
|
•
|
competitive conditions in our industry;
|
•
|
actions taken by our customers and competitors;
|
•
|
the demand for crude oil, refined products and transportation and storage services;
|
•
|
our ability to successfully implement our business plan;
|
•
|
an inability to have growth projects completed on time and on budget;
|
•
|
an inability of Delek to grow as expected and realize the synergies and the other expected benefits of its merger with Alon USA, which became effective as of July 1, 2017;
|
•
|
as it relates to our potential future growth opportunities, including dropdowns, and other potential benefits, the ability to successfully integrate the businesses of Delek and Alon USA;
|
•
|
our ability to successfully integrate acquired businesses;
|
•
|
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
|
•
|
changes or volatility in interest and inflation rates;
|
•
|
labor relations;
|
•
|
large customer defaults;
|
•
|
changes in tax status and regulations;
|
•
|
the effects of future litigation; and
|
•
|
other factors discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended
December 31, 2016
.
|
•
|
Delek’s utilization of our assets in excess of its minimum volume commitments;
|
•
|
our ability to identify and execute acquisitions and organic expansion projects, and capture incremental volume increases from Delek or third parties;
|
•
|
our ability to increase throughput volumes at our refined products terminals and provide additional ancillary services at those terminals;
|
•
|
our ability to identify and serve new customers in our marketing and trucking operations; and
|
•
|
our ability to make connections to third-party facilities and pipelines.
|
•
|
our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of EBITDA, financing methods;
|
•
|
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
|
•
|
our ability to incur and service debt and fund capital expenditures; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Pipelines and transportation
|
|
$
|
30,982
|
|
|
$
|
28,626
|
|
|
$
|
89,882
|
|
|
$
|
93,419
|
|
Wholesale marketing and terminalling
|
|
99,644
|
|
|
78,844
|
|
|
296,986
|
|
|
229,960
|
|
||||
Total
|
|
130,626
|
|
|
107,470
|
|
|
386,868
|
|
|
323,379
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
89,120
|
|
|
73,527
|
|
|
266,749
|
|
|
213,381
|
|
||||
Operating expenses
|
|
10,662
|
|
|
9,251
|
|
|
30,986
|
|
|
28,445
|
|
||||
General and administrative expenses
|
|
2,751
|
|
|
2,307
|
|
|
8,255
|
|
|
7,918
|
|
||||
Depreciation and amortization
|
|
5,462
|
|
|
5,356
|
|
|
16,397
|
|
|
15,164
|
|
||||
Loss (gain) on asset disposals
|
|
(5
|
)
|
|
28
|
|
|
2
|
|
|
(16
|
)
|
||||
Total operating costs and expenses
|
|
107,990
|
|
|
90,469
|
|
|
322,389
|
|
|
264,892
|
|
||||
Operating income
|
|
22,636
|
|
|
17,001
|
|
|
64,479
|
|
|
58,487
|
|
||||
Interest expense, net
|
|
7,124
|
|
|
3,409
|
|
|
16,657
|
|
|
9,892
|
|
||||
(Income) loss from equity method investments
|
|
(1,584
|
)
|
|
308
|
|
|
(3,005
|
)
|
|
743
|
|
||||
Other income, net
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Total non-operating costs and expenses
|
|
5,539
|
|
|
3,717
|
|
|
13,651
|
|
|
10,635
|
|
||||
Income before income tax expense
|
|
17,097
|
|
|
13,284
|
|
|
50,828
|
|
|
47,852
|
|
||||
Income tax expense
|
|
174
|
|
|
133
|
|
|
333
|
|
|
360
|
|
||||
Net income attributable to partners
|
|
$
|
16,923
|
|
|
$
|
13,151
|
|
|
$
|
50,495
|
|
|
$
|
47,492
|
|
Comprehensive income attributable to partners
|
|
$
|
16,923
|
|
|
$
|
13,151
|
|
|
$
|
50,495
|
|
|
$
|
47,492
|
|
EBITDA
(1)
|
|
$
|
29,683
|
|
|
$
|
22,049
|
|
|
$
|
83,882
|
|
|
$
|
72,908
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Less: General partner's interest in net income, including incentive distribution rights
|
|
4,745
|
|
|
3,259
|
|
|
13,406
|
|
|
8,303
|
|
||||
Limited partners' interest in net income
|
|
$
|
12,178
|
|
|
$
|
9,892
|
|
|
$
|
37,089
|
|
|
$
|
39,189
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit
(2)
:
|
|
|
|
|
|
|
|
|
||||||||
Common units - (basic)
|
|
$
|
0.50
|
|
|
$
|
0.41
|
|
|
$
|
1.52
|
|
|
$
|
1.61
|
|
Common units - (diluted)
|
|
$
|
0.50
|
|
|
$
|
0.41
|
|
|
$
|
1.52
|
|
|
$
|
1.60
|
|
Subordinated units - Delek (basic and diluted)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.64
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units outstanding
(2)
:
|
|
|
|
|
|
|
|
|
||||||||
Common units - (basic)
|
|
24,361,457
|
|
|
24,303,740
|
|
|
24,341,921
|
|
|
21,878,935
|
|
||||
Common units - (diluted)
|
|
24,389,582
|
|
|
24,380,334
|
|
|
24,382,426
|
|
|
21,962,733
|
|
||||
Subordinated units - Delek (basic and diluted)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,408,610
|
|
(in thousands)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Reconciliation of EBITDA to net income:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
16,923
|
|
|
$
|
13,151
|
|
|
$
|
50,495
|
|
|
$
|
47,492
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
|
174
|
|
|
133
|
|
|
333
|
|
|
360
|
|
||||
Depreciation and amortization
|
|
5,462
|
|
|
5,356
|
|
|
16,397
|
|
|
15,164
|
|
||||
Interest expense, net
|
|
7,124
|
|
|
3,409
|
|
|
16,657
|
|
|
9,892
|
|
||||
EBITDA
(1)
|
|
$
|
29,683
|
|
|
$
|
22,049
|
|
|
$
|
83,882
|
|
|
$
|
72,908
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of net cash from operating activities to distributable cash flow:
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
|
$
|
30,493
|
|
|
$
|
29,172
|
|
|
$
|
77,904
|
|
|
$
|
86,761
|
|
Changes in assets and liabilities
|
|
(8,460
|
)
|
|
(9,979
|
)
|
|
(11,141
|
)
|
|
(22,513
|
)
|
||||
Maintenance and regulatory capital expenditures
(2)
|
|
(698
|
)
|
|
(718
|
)
|
|
(5,011
|
)
|
|
(2,351
|
)
|
||||
Reimbursement from Delek for capital expenditures
(3)
|
|
419
|
|
|
726
|
|
|
4,254
|
|
|
1,528
|
|
||||
Accretion of asset retirement obligations
|
|
(73
|
)
|
|
(68
|
)
|
|
(219
|
)
|
|
(199
|
)
|
||||
Deferred income taxes
|
|
(39
|
)
|
|
—
|
|
|
(158
|
)
|
|
—
|
|
||||
Gain (loss) on asset disposals
|
|
5
|
|
|
(28
|
)
|
|
(2
|
)
|
|
16
|
|
||||
Distributable cash flow
(1)
|
|
$
|
21,647
|
|
|
$
|
19,105
|
|
|
$
|
65,627
|
|
|
$
|
63,242
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Capital spending (excluding business combinations)
|
|
|
|
|
|
|
|
|
||||||||
Pipelines and Transportation
|
|
$
|
2,918
|
|
|
$
|
2,613
|
|
|
$
|
6,715
|
|
|
$
|
4,037
|
|
Wholesale Marketing and Terminalling
|
|
$
|
868
|
|
|
$
|
464
|
|
|
$
|
1,981
|
|
|
$
|
972
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Pipelines and Transportation
|
|
|
|
|
||||
Net Sales:
|
|
|
|
|
||||
Affiliate
|
|
$
|
27,805
|
|
|
$
|
25,238
|
|
Third-Party
|
|
3,177
|
|
|
3,388
|
|
||
Total Pipelines and Transportation
|
|
30,982
|
|
|
28,626
|
|
||
Operating costs and expenses:
|
|
|
|
|
||||
Cost of goods sold
|
|
4,883
|
|
|
4,811
|
|
||
Operating expenses
|
|
8,573
|
|
|
7,678
|
|
||
Segment contribution margin
|
|
$
|
17,526
|
|
|
$
|
16,137
|
|
|
|
|
|
|
||||
Wholesale Marketing and Terminalling
|
|
|
|
|
||||
Net Sales:
|
|
|
|
|
||||
Affiliate
|
|
$
|
12,326
|
|
|
$
|
11,122
|
|
Third-Party
|
|
87,318
|
|
|
67,722
|
|
||
Total Wholesale Marketing and Terminalling
|
|
99,644
|
|
|
78,844
|
|
||
Operating costs and expenses:
|
|
|
|
|
||||
Cost of goods sold
|
|
84,237
|
|
|
68,716
|
|
||
Operating expenses
|
|
2,089
|
|
|
1,573
|
|
||
Segment contribution margin
|
|
$
|
13,318
|
|
|
$
|
8,555
|
|
|
|
|
|
|
||||
Consolidated
|
|
|
|
|
||||
Net Sales:
|
|
|
|
|
||||
Affiliate
|
|
$
|
40,131
|
|
|
$
|
36,360
|
|
Third-Party
|
|
90,495
|
|
|
71,110
|
|
||
Net sales
|
|
130,626
|
|
|
107,470
|
|
||
Operating costs and expenses:
|
|
|
|
|
||||
Cost of goods sold
|
|
89,120
|
|
|
73,527
|
|
||
Operating expenses
|
|
10,662
|
|
|
9,251
|
|
||
Contribution margin
|
|
30,844
|
|
|
24,692
|
|
||
General and administrative expenses
|
|
2,751
|
|
|
2,307
|
|
||
Depreciation and amortization
|
|
5,462
|
|
|
5,356
|
|
||
Gain on asset disposals
|
|
(5
|
)
|
|
28
|
|
||
Operating income
|
|
$
|
22,636
|
|
|
$
|
17,001
|
|
|
|
|
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2017
|
|
2016
|
||||
Pipelines and Transportation
|
|
|
|
||||
Net Sales:
|
|
|
|
||||
Affiliate
|
$
|
81,972
|
|
|
$
|
77,680
|
|
Third-Party
|
7,910
|
|
|
15,739
|
|
||
Total Pipelines and Transportation
|
89,882
|
|
|
93,419
|
|
||
Operating costs and expenses:
|
|
|
|
||||
Cost of goods sold
|
13,691
|
|
|
14,401
|
|
||
Operating expenses
|
24,661
|
|
|
22,317
|
|
||
Segment contribution margin
|
$
|
51,530
|
|
|
$
|
56,701
|
|
|
|
|
|
||||
Wholesale Marketing and Terminalling
|
|
|
|
||||
Net Sales:
|
|
|
|
||||
Affiliate
|
$
|
34,602
|
|
|
$
|
34,134
|
|
Third-Party
|
262,384
|
|
|
195,826
|
|
||
Total Wholesale Marketing and Terminalling
|
296,986
|
|
|
229,960
|
|
||
Operating costs and expenses:
|
|
|
|
||||
Cost of goods sold
|
253,058
|
|
|
198,980
|
|
||
Operating expenses
|
6,325
|
|
|
6,128
|
|
||
Segment contribution margin
|
$
|
37,603
|
|
|
$
|
24,852
|
|
|
|
|
|
||||
Consolidated
|
|
|
|
||||
Net Sales:
|
|
|
|
||||
Affiliate
|
$
|
116,574
|
|
|
$
|
111,814
|
|
Third-Party
|
270,294
|
|
|
211,565
|
|
||
Net sales
|
386,868
|
|
|
323,379
|
|
||
Operating costs and expenses:
|
|
|
|
||||
Cost of goods sold
|
266,749
|
|
|
213,381
|
|
||
Operating expenses
|
30,986
|
|
|
28,445
|
|
||
Contribution margin
|
89,133
|
|
|
81,553
|
|
||
General and administrative expenses
|
8,255
|
|
|
7,918
|
|
||
Depreciation and amortization
|
16,397
|
|
|
15,164
|
|
||
Gain on asset disposals
|
2
|
|
|
(16
|
)
|
||
Operating income
|
$
|
64,479
|
|
|
$
|
58,487
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Throughputs (average bpd)
|
|
|
|
|
|
|
|
|
||||
Lion Pipeline System:
|
|
|
|
|
|
|
|
|
||||
Crude pipelines (non-gathered)
|
|
60,247
|
|
|
55,217
|
|
|
59,653
|
|
|
55,951
|
|
Refined products pipelines to Enterprise Systems
|
|
51,623
|
|
|
47,974
|
|
|
50,933
|
|
|
51,794
|
|
SALA Gathering System
|
|
15,997
|
|
|
17,237
|
|
|
16,160
|
|
|
18,172
|
|
East Texas Crude Logistics System
|
|
15,260
|
|
|
17,026
|
|
|
15,006
|
|
|
13,108
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating Information:
|
|
|
|
|
|
|
|
|
||||||||
East Texas - Tyler Refinery sales volumes (average bpd)
|
|
74,357
|
|
|
67,812
|
|
|
71,917
|
|
|
68,137
|
|
||||
West Texas marketing throughputs (average bpd)
|
|
12,929
|
|
|
12,162
|
|
|
13,647
|
|
|
13,039
|
|
||||
West Texas marketing margin per barrel
|
|
$
|
4.00
|
|
|
$
|
1.16
|
|
|
$
|
3.62
|
|
|
$
|
1.24
|
|
Terminalling throughputs (average bpd)
|
|
127,229
|
|
|
120,099
|
|
|
123,780
|
|
|
121,791
|
|
Quarter Ended
|
|
Total Quarterly Distribution Per Limited Partner Unit
|
|
Total Quarterly Distribution Per Limited Partner Unit, Annualized
|
|
Total Cash Distribution, including general partner interest and IDRs (in thousands)
|
|
Date of Distribution
|
|
Unitholders Record Date
|
||||||
September 30, 2016
|
|
$
|
0.655
|
|
|
$
|
2.62
|
|
|
$
|
19,302
|
|
|
November 14, 2016
|
|
November 7, 2016
|
December 31, 2016
|
|
$
|
0.680
|
|
|
$
|
2.72
|
|
|
$
|
20,537
|
|
|
February 14, 2017
|
|
February 3, 2017
|
March 31, 2017
|
|
$
|
0.690
|
|
|
$
|
2.76
|
|
|
$
|
21,024
|
|
|
May 12, 2017
|
|
May 5, 2017
|
June 30, 2017
|
|
$
|
0.705
|
|
|
$
|
2.82
|
|
|
$
|
21,783
|
|
|
August 11, 2017
|
|
August 4, 2017
|
September 30, 2017
|
|
$
|
0.715
|
|
|
$
|
2.86
|
|
|
$
|
22,270
|
|
|
November 14, 2017
(1)
|
|
November 7, 2017
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash Flow Data:
|
|
|
|
|
||||
Cash flows provided by operating activities
|
|
$
|
77,904
|
|
|
$
|
86,761
|
|
Cash flows used in investing activities
|
|
(21,721
|
)
|
|
(60,161
|
)
|
||
Cash flows used in financing activities
|
|
(50,952
|
)
|
|
(26,600
|
)
|
||
Net increase in cash and cash equivalents
|
|
$
|
5,231
|
|
|
$
|
—
|
|
|
|
Full Year
2017 Forecast |
|
Nine Months Ended September 30, 2017
|
||||
Regulatory
|
|
$
|
3,343
|
|
|
$
|
883
|
|
Maintenance
(1)
|
|
6,840
|
|
|
4,449
|
|
||
Discretionary projects
|
|
6,806
|
|
|
3,364
|
|
||
Total capital spending
|
|
$
|
16,989
|
|
|
$
|
8,696
|
|
(1)
|
Maintenance capital expenditures represent cash expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity. Examples of maintenance capital expenditures are expenditures for the repair, refurbishment and replacement of pipelines and terminals, to maintain equipment reliability, integrity and safety and to address environmental laws and regulations. Delek has agreed to reimburse us with respect to certain assets it has transferred to us pursuant to the terms of the Omnibus Agreement (as defined in
Note 3
to our condensed consolidated financial statements).
|
Exhibit No.
|
|
Description
|
||
10.1
|
|
§
|
|
Second Amendment, dated as of July 1, 2017, entered into by and among Alon USA GP, LLC, Alan P. Moret and Delek US Holdings, Inc., to the Amended and Restated Employment Agreement with Alon USA Energy, Inc., effective May 7, 2015 (incorporated by reference to Exhibit 10.1 to the Partnership’s 8-K filed August 4, 2017).
|
|
*
|
|
Certification of Delek Logistics GP, LLC's Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
|
|
|
*
|
|
Certification of Delek Logistics GP, LLC's Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
|
|
|
**
|
|
Certification of Delek Logistics GP, LLC's Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
**
|
|
Certification of Delek Logistics GP, LLC's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
|
|
|
The following materials from Delek Logistics Partners, LP’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2017 and 2016 (Unaudited), (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (Unaudited), and (iv) Notes to Condensed Consolidated Financial Statements (Unaudited).
|
*
|
|
Filed herewith
|
**
|
|
Furnished herewith
|
§
|
|
Management contract or compensatory plan or arrangement
|
Delek Logistics Partners, LP
|
|
By:
|
Delek Logistics GP, LLC
|
|
Its General Partner
|
|
|
By:
|
/s/ Ezra Uzi Yemin
|
|
Ezra Uzi Yemin
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
|
By:
|
/s/ Kevin Kremke
|
|
Kevin Kremke
|
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
1 Year Delek Logistics Partners Chart |
1 Month Delek Logistics Partners Chart |
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