8-K
Delek Logistics Partners, LP (DKL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 7, 2025
Date of Report (Date of earliest event reported)
DELEK LOGISTICS PARTNERS, LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-35721 | 45-5379027 | |
|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
| 310 Seven Springs Way, Suite 500 | Brentwood | Tennessee | 37027 |
| (Address of Principal Executive) | (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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Units Representing Limited Partner Interests | DKL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
☐
Item 2.02 Results of Operations and Financial Condition
On November 7, 2025, Delek Logistics Partners, LP (the "Partnership") announced its financial results for the quarter ended September 30, 2025. The full text of the press release is furnished as Exhibit 99.1 hereto.
The information in the attached Exhibit is being furnished pursuant to Item 2.02 “Results of Operations and Financial Condition” on Form 8-K. The information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99.1 | Press Release of Delek Logistics Partners announcing financial results issued on November 7, 2025. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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 hereunto duly authorized.
| Date: November 7, 2025 | DELEK LOGISTICS PARTNERS, LP |
|---|---|
| By: Delek Logistics GP, LLC | |
| its General Partner | |
| /s/ Robert Wright | |
| Name: Robert Wright | |
| Title: Executive Vice President and Chief Financial Officer |
Document
Exhibit 99.1
Delek Logistics Reports Record Third Quarter 2025 Results
•Net income of $45.6 million
•Reported Adjusted EBITDA of $136.0 million up 27% year over year
•Reported record crude gathering volumes in the Delaware crude gathering system
•Increasing full year Adjusted EBITDA guidance to $500 - $520 million on strong execution
•Continued our consistent distribution growth with our 51st consecutive quarterly increase to $1.120/unit
•Continue to progress comprehensive acid gas injection (AGI ) & sour gas treating solution at the Libby Gas Complex
BRENTWOOD, Tenn., November 7, 2025 -- Delek Logistics Partners, LP (NYSE: DKL) ("Delek Logistics") today announced its financial results for the third quarter 2025.
“During the third quarter Delek Logistics continued its strong execution by making progress on the development of sour gas gathering and acid gas injection capabilities. Delek Logistics also had record crude gathering volumes in its Delaware Business. Due to the strong progress we have made so far in the year we are increasing our full year EBITDA guidance higher to $500 - $520 million. We are proud of the 51st consecutive increase in our distribution," said Avigal Soreq, President of Delek Logistics' general partner.
"We are very excited about the comprehensive AGI & sour gas treating solution we are building at the Libby Complex. These capabilities will help our producer customers drill their most productive locations' and we have started to see action taken by our producers to increase drilling to align with our assets being placed into service which will allow us to further expand the overall processing capacity at the complex. Finally, as I have mentioned in the past, we will continue to strengthen and grow Delek Logistics through a prudent management of liquidity and leverage," Mr. Soreq continued.
Delek Logistics reported third quarter 2025 net income of $45.6 million or $0.85 per diluted common limited partner unit. The third quarter 2025 net income included $0.6 million of transaction costs. This compares to net income of $33.7 million, or $0.71 per diluted common limited partner unit, in the third quarter 2024. Net cash provided by operating activities was $54.9 million in the third quarter 2025 compared to $24.9 million in the third quarter 2024. Distributable cash flow, as adjusted was $74.1 million in the third quarter 2025, compared to $62.0 million in the third quarter 2024.
For the third quarter 2025, earnings before interest, taxes, depreciation and amortization ("EBITDA") was $102.0 million compared to $69.2 million in the third quarter 2024. The third quarter 2025 EBITDA included $0.6 million of transaction costs, $0.1 million of DPG inventory and $30.5 million of sales-type lease accounting impacts. For the third quarter 2025, Adjusted EBITDA was $136.0 million compared to $106.8 million in the third quarter 2024.
Distribution and Liquidity
On October 28, 2025, Delek Logistics declared a quarterly cash distribution of $1.120 per common limited partner unit for the third quarter 2025. This distribution will be paid on November 13, 2025 to unitholders of record on November 7, 2025. This represents a 0.4% increase from the second quarter 2025 distribution of $1.115 per common limited partner unit, and a 1.8% increase over Delek Logistics’ third quarter 2024 distribution of $1.100 per common limited partner unit.
As of September 30, 2025, Delek Logistics had total debt of approximately $2.3 billion and cash of $6.9 million and a leverage ratio of approximately 4.44x. Additional borrowing capacity under the $1.2 billion third party revolving credit facility was $1.0 billion.
Consolidated Operating Results
Adjusted EBITDA in the third quarter 2025 was $136.0 million compared to $106.8 million in the third quarter 2024. The $29.2 million increase in Adjusted EBITDA reflects the results of H2O Midstream and Gravity operations, as well as impacts from the W2W dropdown, and an increase in wholesale margins.
Gathering and Processing Segment
Adjusted EBITDA in the third quarter 2025 was $82.8 million compared with $55.0 million in the third quarter 2024. The increase was primarily due to incremental EBITDA from the Gravity and H2O Midstream acquisitions.
Wholesale Marketing and Terminalling Segment
Adjusted EBITDA in the third quarter 2025 was $21.4 million, compared with third quarter 2024 Adjusted EBITDA of $24.7 million. The decrease was primarily due to assignment of the Big Spring refinery marketing agreement to Delek Holdings, which was partially offset by an increase in wholesale margins.
Storage and Transportation Segment
Adjusted EBITDA in the third quarter 2025 was $19.3 million, compared with $19.4 million in the third quarter 2024.
| 1 |
|---|
Investments in Pipeline Joint Ventures Segment
During the third quarter 2025, income from equity method investments was $21.9 million compared to $15.6 million in the third quarter 2024. The increase was primarily due to the impacts of the W2W dropdown, partially offset by a decrease in income from our investments in our other joint ventures.
Corporate
Adjusted EBITDA in the third quarter 2025 was a loss of $9.3 million compared to a loss of $7.9 million in the third quarter 2024.
Third Quarter 2025 Results | Conference Call Information
Delek Logistics will hold a conference call to discuss its third quarter 2025 results on Friday, November 7, 2025 at 11:00 a.m. Central Time. Investors will have the opportunity to listen to the conference call live by going to www.DelekLogistics.com. Participants are encouraged to register at least 15 minutes early to download and install any necessary software. An archived version of the replay will also be available at www.DelekLogistics.com for 90 days.
About Delek Logistics Partners, LP
Delek Logistics is a midstream energy master limited partnership headquartered in Brentwood, Tennessee. Through its owned assets and joint ventures located primarily in and around the Permian Basin, the Delaware Basin and other select areas in the Gulf Coast region, Delek Logistics 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. Delek US Holdings, Inc. ("Delek US") owns the general partner interest as well as a majority limited partner interest in Delek Logistics, and is also a significant customer.
Safe Harbor Provisions Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based upon current expectations and involve a number of risks and uncertainties. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These statements contain words such as “possible,” “believe,” “should,” “could,” “would,” “predict,” “plan,” “estimate,” “intend,” “may,” “anticipate,” “will,” “if,” “expect” or similar expressions, as well as statements in the future tense. Forward-looking statements include, but are not limited to, anticipated performance and financial position; statements regarding future growth at Delek Logistics; distributions and the amounts and timing thereof; potential dropdown inventory; projected benefits of the Delaware Gathering, Permian Gathering, H2O Midstream and Gravity Water Midstream acquisitions; expected earnings or returns from joint ventures or other acquisitions; expansion projects; ability to create long-term value for our unit holders; financial flexibility and borrowing capacity; and distribution growth.
Investors are cautioned that the following important factors, including among others, may affect these forward-looking statements: the fact that a significant portion of Delek Logistics' revenue is derived from Delek US, thereby subjecting us to Delek US' business risks; political or regulatory developments, including tariffs, taxes and changes in governmental policies relating to crude oil, natural gas, refined products or renewables; risks and costs relating to the age and operational hazards of our assets including, without limitation, costs, penalties, regulatory or legal actions and other effects related to releases, spills and other hazards inherent in transporting and storing crude oil and intermediate and finished petroleum products; Delek Logistics' ability to realize cost reductions; the impact of adverse market conditions affecting the utilization of Delek Logistics' assets and business performance, including margins generated by its wholesale fuel business; risks and uncertainties with respect to the possible benefits of the Delaware Gathering, Permian Gathering, H2O Midstream and Gravity transactions, as well as from integration post-closing; risks related to exposure to Permian Basin crude oil, such as supply, pricing, gathering, production and transportation capacity; uncertainties regarding actions by OPEC and non-OPEC oil producing countries impacting crude oil production and pricing; an inability of Delek US to grow as expected as it relates to our potential future growth opportunities, including dropdowns, and other potential benefits; projected capital expenditures; scheduled turnaround activity; the results of our investments in joint ventures; and other risks as disclosed in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports and filings with the United States Securities and Exchange Commission.
Forward-looking statements should not be read as a guarantee of future performance or results and will not 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. Delek Logistics undertakes no obligation to update or revise any such forward-looking statements to reflect events or circumstances that occur, or which Delek Logistics becomes aware of, after the date hereof, except as required by applicable law or regulation.
| 2 |
|---|
DPG Drop
On May 1, 2025, Delek Holdings transferred the Delek Permian Gathering purchasing and blending business to Delek Logistics (the "DPG Dropdown”). In connection with the DPG Dropdown, Delek Logistics assumed all of Delek Holdings’ rights and obligations to purchase crude oil under certain contracts associated with Delek Logistics' existing Midland Gathering System. In addition, line fill inventory amounting to $6.9 million was transferred to Delek Logistics. Total consideration included the cancellation of $58.8 million in existing receivables owed to Delek Logistics by Delek Holdings.
Sales-Type Leases
During the third quarter of 2024, Delek Logistics and Delek US renewed and amended certain commercial agreements. These amendments required the embedded leases within these agreements to be reassessed under Accounting Standards Codification 842, Leases. As a result of these amendments, certain of these agreements met the criteria to be accounted for as sales-type leases. Therefore, portions of our payments received for minimum volume commitments under agreements subject to sales-type lease accounting are recorded as interest income with the remaining amounts recorded as a reduction in net investment in leases. Prior to the amendments, these agreements were accounted for as operating leases and these minimum volume commitments were recorded as revenues.
Non-GAAP Disclosures
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 ("U.S.") Generally Accepted Accounting Principles ("GAAP"). These financial and operational non-GAAP measures are important factors in assessing our operating results and profitability and include:
•Earnings before interest, taxes, depreciation and amortization ("EBITDA") - calculated as net income before interest, income taxes, depreciation and amortization, including amortization of customer contract intangible assets, which is included as a component of net revenues.
•Adjusted EBITDA - EBITDA adjusted for (i) significant, infrequently occurring transaction costs and (ii) throughput and storage fees associated with the lease component of commercial agreements subject to sales-type lease accounting.
•Distributable cash flow - calculated as net cash flow from operating activities adjusted for changes in assets and liabilities, maintenance capital expenditures net of reimbursements, sales-type lease receipts, net of income recognized and other adjustments not expected to settle in cash.
•Distributable cash flow, as adjusted - calculated as distributable cash flow adjusted to exclude significant, infrequently occurring transaction costs.
Our EBITDA, Adjusted EBITDA, distributable cash flow and distributable cash flow, as adjusted, measures are non-GAAP supplemental financial measures that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:
•Delek Logistics' operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of EBITDA and Adjusted EBITDA, financing methods;
•the ability of our assets to generate sufficient cash flow to make distributions to our unitholders on a current and on-going basis;
•Delek Logistics' ability to incur and service debt and fund capital expenditures; and
•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
We believe that the presentation of these non-GAAP measures provide information useful to investors in assessing our financial condition and results of operations and assists in evaluating our ongoing operating performance and liquidity for current and comparative periods. Non-GAAP measures 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 U.S. GAAP. Non-GAAP measures have important limitations as analytical tools, because they exclude some, but not all, items that affect net earnings, net cash provided by operating activities and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures. Additionally, because EBITDA, Adjusted EBITDA, distributable cash flow and distributable cash flow, as adjusted may be defined differently by other partnerships in our industry, our definitions may not be comparable to similarly titled measures of other partnerships, thereby diminishing their utility. See the accompanying tables in this earnings release for a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures. However, due to the inherent difficulty and impracticability of estimating certain amounts required by U.S. GAAP with a reasonable degree of certainty at this time without unreasonable effort and imprecision, we have not provided a reconciliation of forward-looking Adjusted EBITDA guidance.
| 3 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Delek Logistics Partners, LP | ||||||||
| --- | --- | --- | --- | --- | ||||
| Consolidated Balance Sheets (Unaudited) | ||||||||
| (In thousands, except unit data) | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 6,912 | $ | 5,384 | ||||
| Accounts receivable | 91,816 | 54,725 | ||||||
| Accounts receivable from related parties | 242,366 | 33,313 | ||||||
| Lease receivable - affiliate | 21,632 | 22,783 | ||||||
| Inventory | 18,635 | 5,427 | ||||||
| Other current assets | 1,432 | 24,260 | ||||||
| Total current assets | 382,793 | 145,892 | ||||||
| Property, plant and equipment: | ||||||||
| Property, plant and equipment | 1,794,458 | 1,375,391 | ||||||
| Less: accumulated depreciation | (375,615) | (311,070) | ||||||
| Property, plant and equipment, net | 1,418,843 | 1,064,321 | ||||||
| Equity method investments | 325,753 | 317,152 | ||||||
| Customer relationship intangibles, net | 238,571 | 186,911 | ||||||
| Other intangibles, net | 134,237 | 94,547 | ||||||
| Goodwill | 12,203 | 12,203 | ||||||
| Operating lease right-of-use assets | 12,844 | 16,654 | ||||||
| Net lease investment - affiliate | 186,560 | 193,126 | ||||||
| Other non-current assets | 35,437 | 10,753 | ||||||
| Total assets | $ | 2,747,241 | $ | 2,041,559 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 308,405 | $ | 41,380 | ||||
| Interest payable | 27,860 | 30,665 | ||||||
| Excise and other taxes payable | 17,922 | 6,764 | ||||||
| Current portion of operating lease liabilities | 3,490 | 5,340 | ||||||
| Accrued expenses and other current liabilities | 12,556 | 4,629 | ||||||
| Total current liabilities | 370,233 | 88,778 | ||||||
| Non-current liabilities: | ||||||||
| Long-term debt, net of current portion | 2,288,318 | 1,875,397 | ||||||
| Operating lease liabilities, net of current portion | 4,134 | 6,004 | ||||||
| Asset retirement obligations | 23,445 | 15,639 | ||||||
| Other non-current liabilities | 43,639 | 20,213 | ||||||
| Total non-current liabilities | 2,359,536 | 1,917,253 | ||||||
| Total liabilities | 2,729,769 | 2,006,031 | ||||||
| Equity: | ||||||||
| Common unitholders - public; 19,611,965 units issued and outstanding at September 30, 2025 (17,374,618 at December 31, 2024) | 514,884 | 440,957 | ||||||
| Common unitholders - Delek Holdings; 33,868,203 units issued and outstanding at September 30, 2025 (34,111,278 at December 31, 2024) | (497,412) | (405,429) | ||||||
| Total equity | 17,472 | 35,528 | ||||||
| Total liabilities and equity | $ | 2,747,241 | $ | 2,041,559 | 4 | |||
| --- | ||||||||
| Delek Logistics Partners, LP | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Consolidated Statement of Income and Comprehensive Income (Unaudited) | ||||||||
| (In thousands, except unit and per unit data) | ||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Net revenues: | ||||||||
| Affiliate | $ | 131,016 | $ | 114,899 | $ | 371,420 | $ | 411,352 |
| Third party | 130,261 | 99,171 | 386,137 | 319,421 | ||||
| Net revenues | 261,277 | 214,070 | 757,557 | 730,773 | ||||
| Cost of sales: | ||||||||
| Cost of materials and other - affiliate | 85,486 | 84,015 | 259,863 | 279,962 | ||||
| Cost of materials and other - third party | 44,238 | 33,495 | 118,274 | 99,300 | ||||
| Operating expenses (excluding depreciation and amortization presented below) | 43,472 | 27,746 | 121,627 | 88,895 | ||||
| Depreciation and amortization | 34,128 | 19,969 | 86,505 | 67,882 | ||||
| Total cost of sales | 207,324 | 165,225 | 586,269 | 536,039 | ||||
| Operating expenses related to wholesale business (excluding depreciation and amortization presented below) | 381 | 174 | 1,285 | 569 | ||||
| General and administrative expenses | 4,520 | 15,745 | 22,328 | 26,624 | ||||
| Depreciation and amortization | 671 | 1,235 | 3,107 | 4,024 | ||||
| Other operating expense (income), net | 3,013 | (117) | (835) | (1,294) | ||||
| Total operating costs and expenses | 215,909 | 182,262 | 612,154 | 565,962 | ||||
| Operating income | 45,368 | 31,808 | 145,403 | 164,811 | ||||
| Interest income | (26,716) | (23,470) | (72,801) | (23,498) | ||||
| Interest expense | 47,991 | 37,022 | 130,803 | 112,547 | ||||
| Income from equity method investments | (21,878) | (15,602) | (42,564) | (31,974) | ||||
| Other expense (income), net | 67 | 34 | 26 | (177) | ||||
| Total non-operating expenses, net | (536) | (2,016) | 15,464 | 56,898 | ||||
| Income before income tax expense | 45,904 | 33,824 | 129,939 | 107,913 | ||||
| Income tax expense | 344 | 150 | 771 | 533 | ||||
| Net income | 45,560 | 33,674 | 129,168 | 107,380 | ||||
| Comprehensive income | 45,560 | 33,674 | $ | 129,168 | $ | 107,380 | ||
| Net income per unit: | ||||||||
| Basic | $ | 0.85 | $ | 0.71 | $ | 2.41 | $ | 2.32 |
| Diluted | $ | 0.85 | $ | 0.71 | $ | 2.41 | $ | 2.32 |
| Weighted average common units outstanding: | ||||||||
| Basic | 53,467,306 | 47,109,008 | 53,505,419 | 46,248,003 | ||||
| Diluted | 53,519,572 | 47,135,101 | 53,540,795 | 46,269,423 | ||||
| Delek Logistics Partners, LP | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Condensed Consolidated Statements of Cash Flows (In thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
| (Unaudited) | 2025 | 2024 | 2025 | 2024 | ||||
| Cash flows from operating activities | ||||||||
| Net cash provided by operating activities | $ | 54,937 | $ | 24,944 | $ | 193,910 | $ | 156,441 |
| Cash flows from investing activities | ||||||||
| Net cash used in investing activities | (63,978) | (299,107) | (411,661) | (314,528) | ||||
| Cash flows from financing activities | ||||||||
| Net cash provided by financing activities | 14,517 | 276,369 | 219,279 | 161,649 | ||||
| Net increase in cash and cash equivalents | 5,476 | 2,206 | 1,528 | 3,562 | ||||
| Cash and cash equivalents at the beginning of the period | 1,436 | 5,111 | 5,384 | 3,755 | ||||
| Cash and cash equivalents at the end of the period | $ | 6,912 | $ | 7,317 | $ | 6,912 | $ | 7,317 |
| 5 | ||||||||
| --- | ||||||||
| Delek Logistics Partners, LP | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reconciliation of Amounts Reported Under U.S. GAAP (Unaudited) | ||||||||
| (In thousands) | ||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Reconciliation of Net Income to EBITDA: | ||||||||
| Net income | $ | 45,560 | $ | 33,674 | $ | 129,168 | $ | 107,380 |
| Add: | ||||||||
| Income tax expense | 344 | 150 | 771 | 533 | ||||
| Depreciation and amortization | 34,799 | 21,204 | 89,612 | 71,906 | ||||
| Amortization of marketing contract intangible | — | 601 | — | 4,206 | ||||
| Interest expense, net | 21,275 | 13,552 | 58,002 | 89,049 | ||||
| EBITDA | 101,978 | 69,181 | 277,553 | 273,074 | ||||
| Asset Impairment | 2,802 | — | 2,802 | — | ||||
| Throughput and storage fees for sales-type leases | 30,535 | 28,972 | 85,647 | 28,972 | ||||
| DPG Inventory Impact | 100 | 1,000 | ||||||
| Transaction costs | 563 | 8,676 | 6,408 | 8,676 | ||||
| Adjusted EBITDA | $ | 135,978 | $ | 106,829 | $ | 373,410 | $ | 310,722 |
| Reconciliation of net cash from operating activities to distributable cash flow: | ||||||||
| Net cash provided by operating activities | $ | 54,937 | $ | 24,944 | $ | 193,910 | $ | 156,441 |
| Changes in assets and liabilities | 20,563 | 29,049 | 15,041 | 31,168 | ||||
| Non-cash lease expense | (1,426) | (3,788) | (5,045) | (5,689) | ||||
| Distributions from equity method investments in investing activities | 6,598 | 704 | 12,168 | 3,377 | ||||
| Regulatory and sustaining capital expenditures not distributable | (5,600) | (3,396) | (10,843) | (7,682) | ||||
| Reimbursement from Delek Holdings for capital expenditures | 9 | — | 28 | 282 | ||||
| Sales-type lease receipts, net of income recognized | (590) | 5,474 | 8,437 | 5,474 | ||||
| Accretion | (737) | 446 | (1,784) | (564) | ||||
| Deferred income taxes | (183) | (247) | (446) | (451) | ||||
| Gain on disposal of assets | 13 | 97 | 3,861 | 6,727 | ||||
| Distributable Cash Flow | 73,584 | 53,283 | 215,327 | 189,083 | ||||
| Transaction costs | 563 | 8,676 | 6,408 | 8,676 | ||||
| Distributable Cash Flow, as adjusted (1) | $ | 74,147 | $ | 61,959 | $ | 221,735 | $ | 197,759 |
(1) Distributable cash flow adjusted to exclude transaction costs primarily associated with the H2O Midstream Acquisition and Gravity Acquisition.
| Delek Logistics Partners, LP | ||||||||
|---|---|---|---|---|---|---|---|---|
| Distributable Coverage Ratio Calculation (Unaudited) | ||||||||
| (In thousands) | ||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Distributions to partners of Delek Logistics, LP | $ | 59,898 | $ | 56,613 | $ | 178,830 | $ | 158,397 |
| Distributable cash flow | $ | 73,584 | $ | 53,283 | $ | 215,327 | $ | 189,083 |
| Distributable cash flow coverage ratio (1) | 1.23x | 0.94x | 1.20x | 1.19x | ||||
| Distributable cash flow, as adjusted | 74,147 | 61,959 | 221,735 | 197,759 | ||||
| Distributable cash flow coverage ratio, as adjusted (2) | 1.24x | 1.09x | 1.24x | 1.25x |
(1) Distributable cash flow coverage ratio is calculated by dividing distributable cash flow by distributions to be paid in each respective period.
(2) Distributable cash flow coverage ratio, as adjusted is calculated by dividing distributable cash flow, as adjusted for transaction costs by distributions to be paid in each respective period.
| 6 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Delek Logistics Partners, LP | ||||||||||||||||||
| --- | ||||||||||||||||||
| Segment Data (Unaudited) | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | |||||||||||||
| Net revenues: | ||||||||||||||||||
| Affiliate | $ | 51,165 | $ | 56,816 | $ | 23,035 | $ | — | $ | — | $ | 131,016 | ||||||
| Third party | 81,044 | 47,925 | 1,292 | — | — | 130,261 | ||||||||||||
| Total revenue | $ | 132,209 | $ | 104,741 | $ | 24,327 | $ | — | $ | — | $ | 261,277 | ||||||
| Adjusted EBITDA | $ | 82,787 | $ | 21,374 | $ | 19,280 | $ | 21,878 | $ | (9,341) | $ | 135,978 | ||||||
| Asset Impairment | — | 2,802 | — | — | — | 2,802 | ||||||||||||
| Transaction costs | — | — | — | — | 563 | 563 | ||||||||||||
| DPG Inventory Impact | 100 | — | — | — | — | 100 | ||||||||||||
| Throughput and storage fees for sales-type leases | 13,136 | 4,369 | 13,030 | — | — | 30,535 | ||||||||||||
| Segment EBITDA | $ | 69,551 | $ | 14,203 | $ | 6,250 | $ | 21,878 | $ | (9,904) | $ | 101,978 | ||||||
| Depreciation and amortization | $ | 31,801 | $ | 811 | $ | 1,411 | $ | — | $ | 776 | 34,799 | |||||||
| Interest income | $ | (10,818) | $ | (3,970) | $ | (11,928) | $ | — | $ | — | (26,716) | |||||||
| Interest expense | $ | — | $ | — | $ | — | $ | — | $ | 47,991 | 47,991 | |||||||
| Income tax benefit | 344 | |||||||||||||||||
| Net income | $ | 45,560 | ||||||||||||||||
| Capital spending | $ | 47,594 | $ | 647 | $ | 1,389 | $ | — | $ | — | $ | 49,630 | ||||||
| Three Months Ended September 30, 2024 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | |||||||||||||
| Net revenues: | ||||||||||||||||||
| Affiliate | $ | 39,910 | $ | 51,682 | $ | 23,307 | $ | — | $ | — | $ | 114,899 | ||||||
| Third party | 41,617 | 55,256 | 2,298 | — | — | 99,171 | ||||||||||||
| Total revenue | $ | 81,527 | $ | 106,938 | $ | 25,605 | $ | — | $ | — | $ | 214,070 | ||||||
| Adjusted EBITDA | $ | 55,024 | $ | 24,695 | $ | 19,404 | $ | 15,602 | $ | (7,896) | $ | 106,829 | ||||||
| Transaction costs | — | — | — | — | 8,676 | 8,676 | ||||||||||||
| Throughput and storage fees not included in revenue | 12,644 | 4,450 | 11,878 | — | — | 28,972 | ||||||||||||
| Segment EBITDA | $ | 42,380 | $ | 20,245 | $ | 7,526 | $ | 15,602 | $ | (16,572) | 69,181 | |||||||
| Depreciation and amortization | $ | 16,424 | $ | 2,796 | $ | 1,218 | $ | — | $ | 766 | 21,204 | |||||||
| Amortization of marketing contract intangible | $ | — | $ | 601 | $ | — | $ | — | $ | — | 601 | |||||||
| Interest income | (11,531) | (3,707) | (8,232) | — | — | (23,470) | ||||||||||||
| Interest expense | $ | — | $ | — | $ | — | $ | — | $ | 37,022 | 37,022 | |||||||
| Income tax expense | 150 | |||||||||||||||||
| Net income | $ | 33,674 | ||||||||||||||||
| Capital spending | $ | 62,086 | $ | 1,202 | $ | 1,910 | $ | — | $ | — | $ | 65,198 | 7 | |||||
| --- | ||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | |||||||||||||
| Net revenues: | ||||||||||||||||||
| Affiliate | $ | 128,830 | $ | 173,891 | $ | 68,699 | $ | — | $ | — | $ | 371,420 | ||||||
| Third party | 239,749 | 142,164 | 4,224 | — | — | 386,137 | ||||||||||||
| Total revenue | $ | 368,579 | $ | 316,055 | $ | 72,923 | $ | — | $ | — | $ | 757,557 | ||||||
| Adjusted EBITDA | $ | 241,846 | $ | 62,431 | $ | 50,679 | $ | 42,564 | $ | (24,110) | $ | 373,410 | ||||||
| — | 2,802 | — | — | — | 2,802 | |||||||||||||
| Transaction costs | — | — | — | — | 6,408 | 6,408 | ||||||||||||
| DPG Inventory Impact | 1,000 | — | — | — | — | 1,000 | ||||||||||||
| Throughput and storage fees for sales-type leases | 39,409 | 13,250 | 32,988 | — | — | 85,647 | ||||||||||||
| Segment EBITDA | $ | 201,437 | $ | 46,379 | $ | 17,691 | $ | 42,564 | $ | (30,518) | $ | 277,553 | ||||||
| Depreciation and amortization | 80,609 | 2,715 | 3,993 | — | 2,295 | 89,612 | ||||||||||||
| Interest income | (33,296) | (12,240) | (27,265) | — | — | (72,801) | ||||||||||||
| Interest expense | — | — | — | — | 130,803 | 130,803 | ||||||||||||
| Income tax expense | 771 | |||||||||||||||||
| Net income | $ | 129,168 | ||||||||||||||||
| Capital spending | $ | 236,123 | $ | 802 | $ | 3,837 | $ | — | $ | — | $ | 240,762 | ||||||
| Nine Months Ended September 30, 2024 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | |||||||||||||
| Net revenues: | ||||||||||||||||||
| Affiliate | $ | 143,992 | $ | 175,463 | $ | 91,897 | $ | — | $ | — | $ | 411,352 | ||||||
| Third party | 126,061 | 186,345 | 7,015 | — | — | 319,421 | ||||||||||||
| Total revenue | $ | 270,053 | $ | 361,808 | $ | 98,912 | $ | — | $ | — | $ | 730,773 | ||||||
| Adjusted EBITDA | $ | 167,463 | $ | 80,174 | $ | 54,283 | $ | 31,974 | $ | (23,172) | $ | 310,722 | ||||||
| Impairment of goodwill | — | — | — | — | — | — | ||||||||||||
| Transaction costs | — | — | — | — | 8,676 | 8,676 | ||||||||||||
| Throughput and storage fees not included in revenue | 12,644 | 4,450 | 11,878 | — | — | 28,972 | ||||||||||||
| Segment EBITDA | $ | 154,819 | $ | 75,724 | $ | 42,405 | $ | 31,974 | $ | (31,848) | 273,074 | |||||||
| Depreciation and amortization | 56,640 | 6,143 | 6,515 | — | 2,608 | 71,906 | ||||||||||||
| Amortization of marketing contract intangible | — | 4,206 | — | — | — | 4,206 | ||||||||||||
| Interest income | (11,559) | (3,707) | (8,232) | — | — | (23,498) | ||||||||||||
| Interest expense | — | — | — | — | 112,547 | 112,547 | ||||||||||||
| Income tax expense | 533 | |||||||||||||||||
| Net income | $ | 107,380 | ||||||||||||||||
| Capital spending | $ | 84,160 | $ | 1,223 | $ | 5,167 | $ | — | $ | — | $ | 90,550 | ||||||
| 8 | ||||||||||||||||||
| --- | ||||||||||||||||||
| Delek Logistics Partners, LP | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Segment Capital Spending | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||
| Gathering and Processing | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Regulatory capital spending | $ | 286 | $ | — | $ | 286 | $ | — | ||||||||||
| Sustaining capital spending | 3,282 | 284 | 5,922 | 1,292 | ||||||||||||||
| Growth capital spending | 44,026 | 61,802 | 229,915 | 82,868 | ||||||||||||||
| Segment capital spending | 47,594 | 62,086 | 236,123 | 84,160 | ||||||||||||||
| Wholesale Marketing and Terminalling | ||||||||||||||||||
| Regulatory capital spending | 174 | 379 | 185 | 406 | ||||||||||||||
| Sustaining capital spending | 473 | 823 | 617 | 817 | ||||||||||||||
| Growth capital spending | — | — | — | — | ||||||||||||||
| Segment capital spending | 647 | 1,202 | 802 | 1,223 | ||||||||||||||
| Storage and Transportation | ||||||||||||||||||
| Regulatory capital spending | 325 | 366 | 1,345 | 688 | ||||||||||||||
| Sustaining capital spending | 1,060 | 1,544 | 2,488 | 4,479 | ||||||||||||||
| Growth capital spending | 4 | — | 4 | — | ||||||||||||||
| Segment capital spending | 1,389 | 1,910 | 3,837 | 5,167 | ||||||||||||||
| Consolidated | ||||||||||||||||||
| Regulatory capital spending | 785 | 745 | 1,816 | 1,094 | ||||||||||||||
| Sustaining capital spending | 4,815 | 2,651 | 9,027 | 6,588 | ||||||||||||||
| Growth capital spending | 44,030 | 61,802 | 229,919 | 82,868 | ||||||||||||||
| Total capital spending | $ | 49,630 | $ | 65,198 | $ | 240,762 | $ | 90,550 | Delek Logistics Partners, LP | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Segment Operating Data (Unaudited) | ||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Gathering and Processing Segment: | ||||||||||||||||||
| Throughputs (average bpd) | ||||||||||||||||||
| El Dorado Assets: | ||||||||||||||||||
| Crude pipelines (non-gathered) | 71,802 | 68,430 | 68,340 | 71,576 | ||||||||||||||
| Refined products pipelines to Enterprise Systems | 59,679 | 55,283 | 56,442 | 59,681 | ||||||||||||||
| El Dorado Gathering System | 9,053 | 13,886 | 9,781 | 12,113 | ||||||||||||||
| East Texas Crude Logistics System | 31,317 | 35,891 | 30,462 | 26,319 | ||||||||||||||
| Midland Gathering System | 222,980 | 185,179 | 213,750 | 201,796 | ||||||||||||||
| Plains Connection System | 185,151 | 188,421 | 174,446 | 218,323 | ||||||||||||||
| Delaware Gathering Assets: | ||||||||||||||||||
| Natural Gas Gathering and Processing (Mcfd(1)) | 62,692 | 75,719 | 61,157 | 76,092 | ||||||||||||||
| Crude Oil Gathering (average bpd) | 153,745 | 125,123 | 137,828 | 124,190 | ||||||||||||||
| Water Disposal and Recycling (average bpd) | 87,176 | 123,856 | 110,575 | 123,360 | ||||||||||||||
| Midland Water Gathering System: | ||||||||||||||||||
| Water Disposal and Recycling (average bpd) (2) | 616,484 | 311,290 | 674,532 | 311,290 | ||||||||||||||
| Wholesale Marketing and Terminalling Segment: | ||||||||||||||||||
| East Texas - Tyler Refinery sales volumes (average bpd) (3) | 67,439 | 70,172 | 67,609 | 69,246 | ||||||||||||||
| Big Spring marketing throughputs (average bpd) (4) | — | 22,700 | — | 60,109 | ||||||||||||||
| West Texas marketing throughputs (average bpd) | 2,680 | 6,552 | 8,058 | 5,276 | ||||||||||||||
| West Texas gross margin per barrel | $ | 4.50 | $ | 3.38 | $ | 3.41 | $ | 2.85 | ||||||||||
| Terminalling throughputs (average bpd) (5) | 145,808 | 160,849 | 144,629 | 152,272 |
(1) Mcfd - average thousand cubic feet per day.
(2) Consists of volumes of H2O Midstream and Gravity. Gravity 2025 volumes are from January 2, 2025 to September 30, 2025.
(3) Excludes jet fuel and petroleum coke.
(4) Marketing agreement terminated on August 5, 2024 upon assignment to Delek Holdings.
(5) 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.
| 9 |
|---|
Investor Relations and Media/Public Affairs Contact:
investor.relations@delekus.com
Information about Delek Logistics Partners, LP can be found on its website (www.deleklogistics.com), investor relations webpage (https://www.deleklogistics.com/investor-relations), news webpage (https://www.deleklogistics.com/news-releases) and its X account (@DelekLogistics).
| 10 |
|---|