8-K

Delek Logistics Partners, LP (DKL)

8-K 2024-05-07 For: 2024-05-07
View Original
Added on April 09, 2026

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

May 7, 2024

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 May 7, 2024, Delek Logistics Partners, LP (the “Partnership”) announced its financial results for the quarter ended March 31, 2024. 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 issued on May 7, 2024.
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: May 7, 2024 DELEK LOGISTICS PARTNERS, LP
By: Delek Logistics GP, LLC
its General Partner
/s/ Reuven Spiegel
Name: Reuven Spiegel
Title: Executive Vice President and Chief Financial Officer<br><br>(Principal Financial Officer)

Document

Exhibit 99.1

globea20a.jpg

Delek Logistics Reports First Quarter 2024 Results

•Net income attributable to all partners of $32.6 million

•Quarterly EBITDA of $101.5 million

•Distributable cash flow of $68.0 million, DCF coverage ratio of 1.35x

•In 2024, successfully executed $850 million debt offering and $138 million equity offering:

•Improved liquidity from approximately $300.0 million to $800.0 million

•Added 3.6 million units for a total 47.2 million outstanding units and increased volume activity

•Improved leverage ratio to 4.01x from 4.34x at year-end 2023

•Delivered 45 consecutive quarters of distribution growth with recent increase to $1.070/unit

BRENTWOOD, Tenn., May 7, 2024 -- Delek Logistics Partners, LP (NYSE: DKL) ("Delek Logistics") today announced its financial results for the first quarter 2024, with reported net income attributable to all partners of $32.6 million, or $0.73 per diluted common limited partner unit. This compares to net income attributable to all partners of $37.4 million, or $0.86 per diluted common limited partner unit, in the first quarter 2023. The decrease in net income attributable to all partners was driven by higher interest expense. Net cash provided in operating activities was $43.9 million in the first quarter 2024 compared to $29.2 million in the first quarter 2023. Distributable cash flow was $68.0 million in the first quarter 2024, compared to $61.8 million in the first quarter 2023.

For the first quarter 2024, earnings before interest, taxes, depreciation and amortization ("EBITDA") was $101.5 million compared to $93.2 million in the first quarter 2023.

“Delek Logistics had a strong quarter, delivering another solid financial and operational performance,” said Avigal Soreq, President of Delek Logistics' general partner.

"I'm proud of the team for successfully executing the debt and equity offerings during the quarter," Soreq continued. "We improved DKL's financial strength and flexibility with these transactions. The leverage ratio was lowered to 4.01x, down from 4.34x at year-end 2023, and liquidity was improved to approximately $800.0 million. Additionally, we saw new investor interest and increased volume activity in the units, enhancing our opportunities with DKL."

“In April, the Board continued its commitment to return value to unitholders and approved the 45th consecutive increase in the quarterly distribution to $1.070 per unit," Mr. Soreq concluded.

Distribution and Liquidity

On April 25, 2024, Delek Logistics declared a quarterly cash distribution of $1.070 per common limited partner unit for the first quarter 2024. This distribution will be paid on May 15, 2024 to unitholders of record on May 8, 2024. This represents a 1.4% increase from the fourth quarter 2023 distribution of $1.055 per common limited partner unit, and a 4.4% increase over Delek Logistics’ first quarter 2023 distribution of $1.025 per common limited partner unit. For the first quarter 2024, the total cash distribution declared to all partners was approximately $50.5 million, resulting in a distributable cash flow ("DCF") coverage ratio of 1.35x.

As of March 31, 2024, Delek Logistics had total debt of approximately $1.60 billion and cash of $9.7 million. Additional borrowing capacity, subject to certain covenants, under the $1.15 billion third party revolving credit facility was $584.8 million. The total leverage ratio as of March 31, 2024 of approximately 4.01x was within the requirements of the maximum allowable leverage ratio under the credit facility.

Consolidated Operating Results

First quarter 2024, EBITDA was $101.5 million compared with $93.2 million in the first quarter 2023. The $8.3 million increase reflects higher contributions from the Delaware Gathering systems, terminalling and marketing rate increases, as well as continued strong throughput on joint venture pipelines. The increase was partially offset by higher operating expenses driven by the growth in operations.

Gathering and Processing Segment

EBITDA in the first quarter 2024 was $57.8 million compared with $55.4 million in the first quarter 2023. The increase was primarily due to higher throughput from Permian Basin assets.

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Wholesale Marketing and Terminalling Segment

EBITDA in the first quarter 2024 was $25.3 million, compared with first quarter 2023 EBITDA of $22.0 million. The increase was primarily due to higher terminalling utilization.

Storage and Transportation Segment

EBITDA in the first quarter 2024 was $18.1 million, compared with $13.4 million in the first quarter 2023. The increase was primarily due to increased storage and transportation rates.

Investments in Pipeline Joint Ventures Segment

During the first quarter 2024, income from equity method investments was $8.5 million compared to $6.3 million in the first quarter 2023.

Corporate

EBITDA in the first quarter 2024 was a loss of $8.1 million compared to a loss of $4.0 million in the first quarter 2023.

First Quarter 2024 Results | Conference Call Information

Delek Logistics will hold a conference call to discuss its first quarter 2024 results on Tuesday, May 7, 2024 at 11:30 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, and can be impacted by numerous factors, including the fact that a significant portion of Delek Logistics' revenue is derived from Delek US, thereby subjecting us to Delek US' business risks; risks relating to the securities markets generally; 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; 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 related to the integration of the 3 Bear business following the recent acquisition; uncertainties regarding future decisions by OPEC regarding production and pricing disputes between OPEC members and Russia; 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; adverse changes in laws including with respect to tax and regulatory matters; 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 include, but are not limited to, statements regarding future growth at Delek Logistics; distributions and the amounts and timing thereof; potential dropdown inventory; projected benefits of the Delaware Gathering acquisition; 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. 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.

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 GAAP financial information presented in accordance with U.S. 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 net interest expense, income tax expense, depreciation and amortization expense, including amortization of customer contract intangible assets, which is included as a component of net revenues in our accompanying consolidated statements of income.

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•Distributable cash flow - calculated as net cash flow from operating activities plus or minus changes in assets and liabilities, less maintenance capital expenditures net of reimbursements and other adjustments not expected to settle in cash. Delek Logistics believes this is an appropriate reflection of a liquidity measure by which users of its financial statements can assess its ability to generate cash.

Our EBITDA and distributable cash flow 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, 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 EBITDA and distributable cash flow measures provide information useful to investors in assessing our financial condition and results of operations and assists in evaluating our ongoing operating performance for current and comparative periods. EBITDA and distributable cash flow should not be considered alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect net income and net cash provided by operating activities. Additionally, because EBITDA and distributable cash flow may be defined differently by other partnerships in our industry, our definitions of EBITDA and distributable cash flow may not be comparable to similarly titled measures of other partnerships, thereby diminishing their utility. For a reconciliation of EBITDA and distributable cash flow to their most directly comparable financial measures calculated and presented in accordance with U.S. GAAP, please refer to "Results of Operations" below. See the accompanying tables in this earnings release for a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures.

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Delek Logistics Partners, LP
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Consolidated Balance Sheets (Unaudited)
(In thousands, except unit data)
March 31, 2024 December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents $ 9,672 $ 3,755
Accounts receivable 56,993 41,131
Accounts receivable from related parties 36,588 28,443
Inventory 1,655 2,264
Other current assets 615 676
Total current assets 105,523 76,269
Property, plant and equipment:
Property, plant and equipment 1,336,053 1,320,510
Less: accumulated depreciation (406,009) (384,359)
Property, plant and equipment, net 930,044 936,151
Equity method investments 238,185 241,337
Customer relationship intangible, net 176,811 181,336
Marketing contract intangible, net 100,352 102,155
Rights-of-way, net 60,141 59,536
Goodwill 12,203 12,203
Operating lease right-of-use assets 17,641 19,043
Other non-current assets 13,471 14,216
Total assets $ 1,654,371 $ 1,642,246
LIABILITIES AND DEFICIT
Current liabilities:
Accounts payable $ 26,313 $ 26,290
Current portion of long-term debt 30,000
Interest payable 12,710 5,805
Excise and other taxes payable 7,638 10,321
Current portion of operating lease liabilities 6,442 6,697
Accrued expenses and other current liabilities 4,098 11,477
Total current liabilities 57,201 90,590
Non-current liabilities:
Long-term debt, net of current portion 1,601,226 1,673,789
Operating lease liabilities, net of current portion 7,367 8,335
Asset retirement obligations 10,225 10,038
Other non-current liabilities 20,819 21,363
Total non-current liabilities 1,639,637 1,713,525
Total liabilities 1,696,838 1,804,115
Equity (Deficit):
Common unitholders - public; 12,898,253 units issued and outstanding at March 31, 2024 (9,299,763 at December 31, 2023) 290,051 160,402
Common unitholders - Delek Holdings; 34,311,278 units issued and outstanding at March 31, 2024 (34,311,278 at December 31, 2023) (332,518) (322,271)
Total deficit (42,467) (161,869)
Total liabilities and deficit $ 1,654,371 $ 1,642,246 4
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Delek Logistics Partners, LP
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Consolidated Statement of Income and Comprehensive Income (Unaudited)
(In thousands, except unit and per unit data)
Three Months Ended March 31,
2024 2023
Net revenues:
Affiliate $ 139,625 $ 124,999
Third-party 112,450 118,526
Net revenues 252,075 243,525
Cost of sales:
Cost of materials and other - affiliate 92,882 91,071
Cost of materials and other - third party 30,810 35,025
Operating expenses (excluding depreciation and amortization presented below) 31,695 24,215
Depreciation and amortization 25,167 19,764
Total cost of sales 180,554 170,075
Operating expenses related to wholesale business (excluding depreciation and amortization presented below) 221 525
General and administrative expenses 4,863 7,510
Depreciation and amortization 1,328 1,341
Loss on disposal of assets 567 142
Total operating costs and expenses 187,533 179,593
Operating income 64,542 63,932
Interest expense, net 40,229 32,581
Income from equity method investments (8,490) (6,316)
Other income, net (171) (2)
Total non-operating expenses, net 31,568 26,263
Income before income tax expense 32,974 37,669
Income tax expense 326 302
Net income attributable to partners $ 32,648 $ 37,367
Comprehensive income attributable to partners $ 32,648 $ 37,367
Net income per limited partner unit:
Basic $ 0.74 $ 0.86
Diluted $ 0.73 $ 0.86
Weighted average limited partner units outstanding:
Basic 44,406,356 43,569,963
Diluted 44,422,817 43,585,297
Cash distribution per common limited partner unit $ 1.070 $ 1.025 Delek Logistics Partners, LP
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Condensed Consolidated Statements of Cash Flows (In thousands) Three Months Ended March 31,
(Unaudited) 2024 2023
Cash flows from operating activities
Net cash provided by operating activities $ 43,858 $ 29,190
Cash flows from investing activities
Net cash used in investing activities (9,861) (26,979)
Cash flows from financing activities
Net cash (used in) provided by financing activities (28,080) 783
Net increase in cash and cash equivalents 5,917 2,994
Cash and cash equivalents at the beginning of the period 3,755 7,970
Cash and cash equivalents at the end of the period $ 9,672 $ 10,964 5
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Reconciliation of Amounts Reported Under U.S. GAAP (Unaudited)
(In thousands)
Three Months Ended March 31,
2024 2023
Reconciliation of Net Income to EBITDA:
Net income $ 32,648 $ 37,367
Add:
Income tax expense 326 302
Depreciation and amortization 26,495 21,105
Amortization of marketing contract intangible 1,803 1,803
Interest expense, net 40,229 32,581
EBITDA $ 101,501 $ 93,158
Reconciliation of net cash from operating activities to distributable cash flow:
Net cash provided by operating activities $ 43,858 $ 29,190
Changes in assets and liabilities 25,787 37,670
Non-cash lease expense (1,939) (2,200)
Distributions from equity method investments in investing activities 2,133 1,440
Regulatory and sustaining capital expenditures not distributable (1,279) (4,246)
Reimbursement from Delek Holdings for capital expenditures 286 337
Accretion of asset retirement obligations (187) (176)
Deferred income taxes (101) (111)
Loss on disposal of assets (567) (142)
Distributable Cash Flow $ 67,991 $ 61,762 Delek Logistics Partners, LP
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Distributable Coverage Ratio Calculation (Unaudited)
(In thousands)
Three Months Ended March 31,
2024 2023
Distributions to partners of Delek Logistics, LP $ 50,514 $ 44,664
Distributable cash flow $ 67,991 $ 61,762
Distributable cash flow coverage ratio (1) 1.35x 1.38x

(1) Distributable cash flow coverage ratio is calculated by dividing distributable cash flow by distributions to be paid in each respective period.

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Delek Logistics Partners, LP
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Segment Data (Unaudited)
(In thousands)
Three Months Ended March 31, 2024
--- --- --- --- --- --- --- --- --- --- --- --- ---
Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated
Net revenues:
Affiliate $ 52,553 $ 52,882 $ 34,190 $ $ $ 139,625
Third party 43,330 66,388 2,732 112,450
Total revenue $ 95,883 $ 119,270 $ 36,922 $ $ $ 252,075
Segment EBITDA $ 57,772 $ 25,274 $ 18,127 $ 8,477 $ (8,149) $ 101,501
Depreciation and amortization 21,154 1,712 2,775 854 26,495
Amortization of customer contract intangible 1,803 1,803
Interest expense, net 40,229 40,229
Income tax expense 326
Net income $ 32,648
Capital spending $ 14,723 $ (84) $ 526 $ $ $ 15,165
Three Months Ended March 31, 2023
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Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated
Net revenues:
Affiliate $ 52,761 $ 33,751 $ 38,487 $ $ $ 124,999
Third party 39,671 78,558 297 118,526
Total revenue $ 92,432 $ 112,309 $ 38,784 $ $ $ 243,525
Segment EBITDA $ 55,445 $ 21,954 $ 13,422 $ 6,316 $ (3,979) $ 93,158
Depreciation and amortization 16,447 1,689 2,102 867 21,105
Amortization of customer contract intangible 1,803 1,803
Interest expense, net 32,581 32,581
Income tax expense 302
Net income $ 37,367
Capital spending $ 32,789 $ 3,116 $ 196 $ $ $ 36,101
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Segment Capital Spending
(In thousands)
Three Months Ended March 31,
Gathering and Processing 2024 2023
Regulatory capital spending $ $
Sustaining capital spending 837
Growth capital spending 13,886 32,789
Segment capital spending $ 14,723 $ 32,789
Wholesale Marketing and Terminalling
Regulatory capital spending (72) 61
Sustaining capital spending (12) 2,931
Growth capital spending 124
Segment capital spending $ (84) $ 3,116
Storage and Transportation
Regulatory capital spending $ $ 24
Sustaining capital spending 526 172
Growth capital spending $ $
Segment capital spending $ 526 $ 196
Consolidated
Regulatory capital spending $ (72) $ 85
Sustaining capital spending 1,351 3,103
Growth capital spending 13,886 32,913
Total capital spending $ 15,165 $ 36,101 Delek Logistics Partners, LP
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Segment Operating Data (Unaudited)
Three Months Ended March 31,
2024 2023
Gathering and Processing Segment:
Throughputs (average bpd)
El Dorado Assets:
Crude pipelines (non-gathered) 73,011 63,528
Refined products pipelines to Enterprise Systems 63,234 55,003
El Dorado Gathering System 12,987 13,872
East Texas Crude Logistics System 19,702 22,670
Midland Gathering System 213,458 222,112
Plains Connection System 256,844 240,597
Delaware Gathering Assets:
Natural Gas Gathering and Processing (Mcfd(1)) 76,322 74,716
Crude Oil Gathering (average bpd) 123,509 103,725
Water Disposal and Recycling (average bpd) 120,269 88,182
Wholesale Marketing and Terminalling Segment:
East Texas - Tyler Refinery sales volumes (average bpd) (2) 66,475 34,816
Big Spring marketing throughputs (average bpd) 76,615 78,380
West Texas marketing throughputs (average bpd) 9,976 8,696
West Texas gross margin per barrel $ 2.15 $ 5.47
Terminalling throughputs (average bpd) (3) 136,614 93,305

(1) Mcfd - average thousand cubic feet per day.

(2) Excludes jet fuel and petroleum coke.

(3) Consists of terminalling throughputs at our Tyler, Big Spring, Big Sandy and Mount Pleasant, Texas, El Dorado and North Little Rock, Arkansas and Memphis and Nashville, Tennessee terminals.

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Investor Relations and Media/Public Affairs Contact:

Rosy Zuklic, Vice President of Investor Relations and Market Intelligence

investor.relations@delekus.com; rosy.zuklic@delekus.com; 615-767-4344

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).

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