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
February 24, 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 1.01 Entry into a Material Definitive Agreement
Repurchase Transaction
On February 24, 2025, Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”) and Delek US Holdings, Inc., a Delaware corporation (the “Company”), entered into a Common Unit Purchase Agreement (the “Purchase Agreement”) whereby the Partnership may repurchase common units of limited partnership interest in the Partnership (“Common Units”) from time to time from the Company in one or more transactions for an aggregate purchase price of up to $150 million through December 31, 2026 (each such repurchase, a “Repurchase” and all Repurchases, the “Repurchase Transaction”). The purchase price per Common Unit in each Repurchase will be the 30-day volume weighted average price of the Common Units at the close of trading on the day prior to the closing date, subject to certain limitations set forth in the Purchase Agreement. The Partnership may fund Repurchases using cash on hand or borrowings under its existing credit facility, subject to compliance with applicable covenants.
The terms of the Repurchase Agreement were unanimously approved by the Board of Directors (the “Board”) of Delek Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and the Conflicts Committee of the Board consisting solely of independent directors, as well as the independent Audit Committee of the Board of Directors of the Company. The Conflicts Committee retained independent legal advisors to assist it in evaluating and negotiating the Purchase Agreement and the Repurchase Transaction.
The Company made customary representations and warranties in the Purchase Agreement, including, among others, representations and warranties as to its organization, authorization to enter into the Purchase Agreement, ownership of the Repurchased Units and necessary consents and approvals. The Partnership also made customary representations and warranties in the Purchase Agreement, including, among others, representations and warranties as to its organization, authorization to enter into the Purchase Agreement and necessary consents and approvals.
Relationships
The Partnership is managed and controlled by the General Partner. The General Partner is wholly owned by the Company and its affiliates. As a result, certain individuals, including officers and directors of the Company, its affiliates and the General Partner, serve as officers and/or directors of the Partnership. In addition, the Company owns 34,111,278 Common Units through the its subsidiaries, representing approximately 63.6% of the Common Units outstanding as of the date hereof prior to giving effect to any Repurchase described herein.
Item 2.02 Results of Operations and Financial Condition
On February 25, 2025, the Partnership announced its financial results for the quarter ended December 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 8.01 Other Events
On February 25, 2025, the Partnership issued a press release announcing selected estimated 2025 financial information. A copy of the Partnership's press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99.1 | Press Release of Delek Logistics Partners announcing financial results issued on February 25, 2025. |
| 99.2 | Press Release of Delek Logistics Partners announcing 2025 guidance issued on February 25, 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: February 25, 2025 | DELEK LOGISTICS PARTNERS, LP |
|---|---|
| By: Delek Logistics GP, LLC | |
| its General Partner | |
| /s/ Reuven Spiegel | |
| Name: Reuven Spiegel | |
| Title: Executive Vice President, Delek Logistics, and Chief Financial Officer<br><br>(Principal Financial Officer) |
Document
Exhibit 99.1
Delek Logistics Reports Record Fourth Quarter 2024 Results
•Net income of $35.3 million
•Reported record Adjusted EBITDA of $107.2 million up 6% year over year
•Transformational 2024 towards becoming an independent, full suite Permian midstream services provider. In 2024:
◦Completed the acquisition of Delek US' interest in the Wink to Webster ("W2W") pipeline
◦Amended and extended agreements with Delek US for a period of up to seven years
◦Announced the final investment decision ("FID") on a new gas processing plant adjacent to the existing Delaware plant
◦Closed the acquisition of H2O Midstream
◦Announced the FID on Acid Gas Injection at the Libby Complex in the Delaware Basin
◦Increased our dedicated acres in the Midland basin to ~400,000 acres
◦Raised ~$298 million from two separate primary offerings to fund its accretive growth projects
◦Increased economic separation from our sponsor with third party EBITDA contribution of ~70% on a pro-forma basis
•We have also started 2025 on a strong note. Since the start of the year:
◦Closed the acquisition of Gravity Water Midstream
◦Announced a strong full year Adjusted EBITDA guidance of $480 to $520 million
◦Announced a buyback authorization of $150 million of Delek US owned common units
▪Allows us to reduce common units outstanding and distributions
•Continued our consistent distribution growth policy with recent increase to $1.105/unit
BRENTWOOD, Tenn., February 25, 2025 -- Delek Logistics Partners, LP (NYSE: DKL) ("Delek Logistics") today announced its financial results for the fourth quarter 2024.
“Delek Logistics made great strides in 2024 in becoming a premier midstream provider in the Permian basin. It provides the best combination of yield and growth in the midstream sector with a long runway of growth driven by its advantageous position in the Midland and Delaware basins. We are proud of the 48th consecutive increase in our distribution and we expect to continue to increase our distribution in the future. The completion of the acquisition of Gravity Water Midstream in January 2025 pushes third party cash flow contribution at Delek Logistics to ~70%, a significant step in increasing our economic separation from our sponsor Delek US,” said Avigal Soreq, President of Delek Logistics' general partner.
"Going forward, we look forward to completing our Libby plant expansion, adding AGI & Sour gas treating capabilities at the Libby complex, and making our combined crude and water offering in the Midland basin more accretive. We will continue to strengthen and grow Delek Logistics through a prudent management of liquidity and leverage," Mr. Soreq continued.
Delek Logistics reported fourth quarter 2024 net income of $35.3 million (net income attributable to limited partners of $34.5 million, or $0.68 per diluted common limited partner unit). The fourth quarter 2024 net income attributable to limited partners included $2.7 million of transaction costs and impacts of sales-type lease accounting. This compares to net income attributable to limited partners of $22.1 million, or $0.51 per diluted common limited partner unit, in the fourth quarter 2023 which included a $14.8 million goodwill impairment. Net cash provided by operating activities was $49.9 million in the fourth quarter 2024 compared to $114.7 million in the fourth quarter 2023. Distributable cash flow, as adjusted was $69.5 million in the fourth quarter 2024, compared to $64.6 million in the fourth quarter 2023.
For the fourth quarter 2024, earnings before interest, taxes, depreciation and amortization ("EBITDA") was $73.8 million compared to $86.1 million in the fourth quarter 2023. The fourth quarter 2024 EBITDA included $2.7 million of transaction costs and impacts of sales-type lease accounting. For the fourth quarter 2024, Adjusted EBITDA was $107.2 million compared to $100.9 million in the fourth quarter 2023.
Distribution and Liquidity
On January 24, 2025, Delek Logistics declared a quarterly cash distribution of $1.105 per common limited partner unit for the fourth quarter 2024. This distribution was paid on February 11, 2025 to unitholders of record on February 4, 2025. This represents a 0.5% increase from the third quarter 2024 distribution of $1.100 per common limited partner unit, and a 4.7% increase over Delek Logistics’ fourth quarter 2023 distribution of $1.055 per common limited partner unit.
As of December 31, 2024, Delek Logistics had total debt of approximately $1.88 billion and cash of $5.4 million and a leverage ratio of approximately 4.06x. Additional borrowing capacity under the $1.15 billion third party revolving credit facility was $714.6 million.
Consolidated Operating Results
Adjusted EBITDA in the fourth quarter 2024 was $107.2 million compared to $100.9 million in the fourth quarter 2023. The $6.3 million increase in Adjusted EBITDA reflects higher contributions from the Delaware Gathering systems, H2O Midstream, terminalling and marketing rate increases, as well as impacts from the W2W dropdown.
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Gathering and Processing Segment
Adjusted EBITDA in the fourth quarter 2024 was $66.0 million compared with $53.3 million in the fourth quarter 2023. The increase was primarily due to higher throughput from Permian Basin assets and incremental EBITDA from the H2O Midstream acquisition.
Wholesale Marketing and Terminalling Segment
Adjusted EBITDA in the fourth quarter 2024 was $21.2 million, compared with fourth quarter 2023 Adjusted EBITDA of $28.4 million. The decrease was primarily due to a decline in wholesale margins and impacts of intercompany agreements.
Storage and Transportation Segment
Adjusted EBITDA in the fourth quarter 2024 was $17.8 million, compared with $17.5 million in the fourth quarter 2023.
Investments in Pipeline Joint Ventures Segment
During the fourth quarter 2024, income from equity method investments was $11.3 million compared to $8.5 million in the fourth quarter 2023. The increase was primarily due to the impacts of the W2W dropdown.
Corporate
Adjusted EBITDA in the fourth quarter 2024 was a loss of $9.0 million compared to a loss of $6.9 million in the fourth quarter 2023.
Fourth Quarter 2024 Results | Conference Call Information
Delek Logistics will hold a conference call to discuss its fourth quarter 2024 results on Tuesday, February 25, 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 with respect to the possible benefits of the H2O Midstream and Gravity Water Midstream transactions, as well as from integration post-closing; 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, 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. 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.
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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.
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| Consolidated Balance Sheets (Unaudited) | ||||||||
| (In thousands, except unit data) | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 5,384 | $ | 3,755 | ||||
| Accounts receivable | 54,725 | 41,131 | ||||||
| Accounts receivable from related parties | 33,313 | 28,443 | ||||||
| Lease receivable - affiliate | 22,783 | — | ||||||
| Inventory | 5,427 | 2,264 | ||||||
| Other current assets | 24,260 | 676 | ||||||
| Total current assets | 145,892 | 76,269 | ||||||
| Property, plant and equipment: | ||||||||
| Property, plant and equipment | 1,375,391 | 1,320,510 | ||||||
| Less: accumulated depreciation | (311,070) | (384,359) | ||||||
| Property, plant and equipment, net | 1,064,321 | 936,151 | ||||||
| Equity method investments | 317,152 | 241,337 | ||||||
| Customer relationship intangibles, net | 186,911 | 181,336 | ||||||
| Marketing contract intangible, net | — | 102,155 | ||||||
| Other intangibles, net | 94,547 | 59,536 | ||||||
| Goodwill | 12,203 | 12,203 | ||||||
| Operating lease right-of-use assets | 16,654 | 19,043 | ||||||
| Net lease investment - affiliate | 193,126 | — | ||||||
| Other non-current assets | 10,753 | 14,216 | ||||||
| Total assets | $ | 2,041,559 | $ | 1,642,246 | ||||
| LIABILITIES AND DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 41,380 | $ | 26,290 | ||||
| Current portion of long-term debt | — | 30,000 | ||||||
| Interest payable | 30,665 | 5,805 | ||||||
| Excise and other taxes payable | 6,764 | 10,321 | ||||||
| Current portion of operating lease liabilities | 5,340 | 6,697 | ||||||
| Accrued expenses and other current liabilities | 4,629 | 11,477 | ||||||
| Total current liabilities | 88,778 | 90,590 | ||||||
| Non-current liabilities: | ||||||||
| Long-term debt, net of current portion | 1,875,397 | 1,673,789 | ||||||
| Operating lease liabilities, net of current portion | 6,004 | 8,335 | ||||||
| Asset retirement obligations | 15,639 | 10,038 | ||||||
| Other non-current liabilities | 20,213 | 21,363 | ||||||
| Total non-current liabilities | 1,917,253 | 1,713,525 | ||||||
| Total liabilities | 2,006,031 | 1,804,115 | ||||||
| Equity (Deficit): | ||||||||
| Common unitholders - public; 17,374,618 units issued and outstanding at December 31, 2024 (9,299,763 at December 31, 2023) | 440,957 | 160,402 | ||||||
| Common unitholders - Delek Holdings; 34,111,278 units issued and outstanding at December 31, 2024 (34,311,278 at December 31, 2023) | (405,429) | (322,271) | ||||||
| Total equity (deficit) | 35,528 | (161,869) | ||||||
| Total liabilities and equity (deficit) | $ | 2,041,559 | $ | 1,642,246 | 4 | |||
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| Consolidated Statement of Income and Comprehensive Income (Unaudited) | ||||||||
| (In thousands, except unit and per unit data) | ||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| Net revenues: | ||||||||
| Affiliate | $ | 106,430 | $ | 149,400 | $ | 517,782 | $ | 563,803 |
| Third party | 103,433 | 104,749 | 422,854 | 456,606 | ||||
| Net revenues | 209,863 | 254,149 | 940,636 | 1,020,409 | ||||
| Cost of sales: | ||||||||
| Cost of materials and other - affiliate | 69,359 | 98,071 | 349,321 | 396,333 | ||||
| Cost of materials and other - third party | 35,114 | 29,707 | 134,414 | 136,294 | ||||
| Operating expenses (excluding depreciation and amortization presented below) | 33,125 | 30,380 | 122,020 | 115,682 | ||||
| Depreciation and amortization | 23,253 | 21,642 | 91,135 | 87,136 | ||||
| Total cost of sales | 160,851 | 179,800 | 696,890 | 735,445 | ||||
| Operating expenses related to wholesale business (excluding depreciation and amortization presented below) | 145 | 1,022 | 714 | 2,419 | ||||
| General and administrative expenses | 9,320 | 5,100 | 35,944 | 24,766 | ||||
| Depreciation and amortization | 1,216 | 1,325 | 5,240 | 5,248 | ||||
| Impairment of goodwill | — | 14,848 | — | 14,848 | ||||
| Other operating expense (income), net | 316 | (462) | (978) | (1,266) | ||||
| Total operating costs and expenses | 171,848 | 201,633 | 737,810 | 781,460 | ||||
| Operating income | 38,015 | 52,516 | 202,826 | 238,949 | ||||
| Interest income | (24,294) | — | (47,792) | — | ||||
| Interest expense | 38,413 | 38,663 | 150,960 | 143,244 | ||||
| Income from equity method investments | (11,327) | (8,536) | (43,301) | (31,433) | ||||
| Other income, net | (28) | (279) | (205) | (303) | ||||
| Total non-operating expenses, net | 2,764 | 29,848 | 59,662 | 111,508 | ||||
| Income before income tax expense | 35,251 | 22,668 | 143,164 | 127,441 | ||||
| Income tax (benefit) expense | (54) | 520 | 479 | 1,205 | ||||
| Net income | 35,305 | 22,148 | 142,685 | 126,236 | ||||
| Comprehensive income | 35,305 | 22,148 | 142,685 | 126,236 | ||||
| Less: Preferred unitholder's interest in net income | 768 | — | 768 | — | ||||
| Net income attributable to limited partners | $ | 34,537 | $ | 22,148 | $ | 141,917 | $ | 126,236 |
| Net income per limited partner unit: | ||||||||
| Basic | $ | 0.68 | $ | 0.51 | $ | 2.99 | $ | 2.90 |
| Diluted | $ | 0.68 | $ | 0.51 | $ | 2.99 | $ | 2.89 |
| Weighted average limited partner units outstanding: | ||||||||
| Basic | 51,038,367 | 43,599,670 | 47,452,138 | 43,583,938 | ||||
| Diluted | 51,068,930 | 43,625,012 | 47,479,248 | 43,611,314 | ||||
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| Condensed Consolidated Statements of Cash Flows (In thousands) | Three Months Ended December 31, | Year Ended December 31, | ||||||
| (Unaudited) | 2024 | 2023 | 2024 | 2023 | ||||
| Cash flows from operating activities | ||||||||
| Net cash provided by operating activities | $ | 49,898 | $ | 114,689 | $ | 206,339 | $ | 225,319 |
| Cash flows from investing activities | ||||||||
| Net cash used in investing activities | (70,051) | (33,995) | (384,579) | (89,629) | ||||
| Cash flows from financing activities | ||||||||
| Net cash provided by (used in) financing activities | 18,220 | (81,121) | 179,869 | (139,905) | ||||
| Net (decrease) increase in cash and cash equivalents | (1,933) | (427) | 1,629 | (4,215) | ||||
| Cash and cash equivalents at the beginning of the period | 7,317 | 4,182 | 3,755 | 7,970 | ||||
| Cash and cash equivalents at the end of the period | $ | 5,384 | $ | 3,755 | $ | 5,384 | $ | 3,755 |
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| Reconciliation of Amounts Reported Under U.S. GAAP (Unaudited) | ||||||||
| (In thousands) | ||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| Reconciliation of Net Income to EBITDA: | ||||||||
| Net income | $ | 35,305 | $ | 22,148 | $ | 142,685 | $ | 126,236 |
| Add: | ||||||||
| Income tax (benefit) expense | (54) | 520 | 479 | 1,205 | ||||
| Depreciation and amortization | 24,469 | 22,967 | 96,375 | 92,384 | ||||
| Amortization of marketing contract intangible | — | 1,803 | 4,206 | 7,211 | ||||
| Interest expense, net | 14,119 | 38,663 | 103,168 | 143,244 | ||||
| EBITDA | 73,839 | 86,101 | 346,913 | 370,280 | ||||
| Impairment of goodwill | — | 14,848 | — | 14,848 | ||||
| Throughput and storage fees for sales-type leases | 30,663 | — | 59,635 | — | ||||
| Transaction costs | 2,740 | — | 11,416 | — | ||||
| Adjusted EBITDA | $ | 107,242 | $ | 100,949 | $ | 417,964 | $ | 385,128 |
| Reconciliation of net cash from operating activities to distributable cash flow: | ||||||||
| Net cash provided by operating activities | $ | 49,898 | $ | 114,689 | $ | 206,339 | $ | 225,319 |
| Changes in assets and liabilities | 17,601 | (51,894) | 48,769 | 29,474 | ||||
| Non-cash lease expense | (2,423) | (2,142) | (8,112) | (9,549) | ||||
| Distributions from equity method investments in investing activities | 900 | 4,525 | 4,277 | 9,002 | ||||
| Regulatory and sustaining capital expenditures not distributable | (4,976) | (1,348) | (12,658) | (7,272) | ||||
| Reimbursement from Delek Holdings for capital expenditures | 53 | 338 | 335 | 1,280 | ||||
| Sales-type lease receipts, net of income recognized | 6,369 | — | 11,843 | — | ||||
| Accretion | (356) | (176) | (920) | (705) | ||||
| Deferred income taxes | (28) | 115 | (479) | (638) | ||||
| (Loss) gain on disposal of assets | (317) | 462 | 6,410 | 1,266 | ||||
| Distributable Cash Flow | 66,721 | 64,569 | 255,804 | 248,177 | ||||
| Transaction costs | 2,740 | — | 11,416 | — | ||||
| Distributable Cash Flow, as adjusted (1) | $ | 69,461 | $ | 64,569 | $ | 267,220 | $ | 248,177 |
(1) Distributable cash flow adjusted to exclude transaction costs associated with the H2O Midstream Acquisition.
| Delek Logistics Partners, LP | ||||||||
|---|---|---|---|---|---|---|---|---|
| Distributable Coverage Ratio Calculation (Unaudited) | ||||||||
| (In thousands) | ||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| Distributions to partners of Delek Logistics, LP | $ | 59,303 | $ | 46,010 | $ | 217,699 | $ | 181,344 |
| Distributable cash flow | $ | 66,721 | $ | 64,569 | $ | 255,804 | $ | 248,177 |
| Distributable cash flow coverage ratio (1) | 1.13x | 1.40x | 1.18x | 1.37x | ||||
| Distributable cash flow, as adjusted | 69,461 | 64,569 | 267,220 | 248,177 | ||||
| Distributable cash flow coverage ratio, as adjusted (2) | 1.17x | 1.40x | 1.23x | 1.37x |
(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 December 31, 2024 | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | ||||||||||
| Net revenues: | |||||||||||||||
| Affiliate | $ | 36,771 | $ | 46,040 | $ | 23,619 | $ | — | $ | — | $ | 106,430 | |||
| Third party | 57,895 | 43,674 | 1,864 | — | — | 103,433 | |||||||||
| Total revenue | $ | 94,666 | $ | 89,714 | $ | 25,483 | $ | — | $ | — | $ | 209,863 | |||
| Adjusted EBITDA | $ | 65,960 | $ | 21,161 | $ | 17,798 | $ | 11,327 | $ | (9,004) | $ | 107,242 | |||
| Transaction costs | — | — | — | — | 2,740 | 2,740 | |||||||||
| Throughput and storage fees for sales-type leases | 13,629 | 5,156 | 11,878 | — | — | 30,663 | |||||||||
| Segment EBITDA | $ | 52,331 | $ | 16,005 | $ | 5,920 | $ | 11,327 | $ | (11,744) | $ | 73,839 | |||
| Depreciation and amortization | 23,504 | (887) | 1,094 | — | 758 | 24,469 | |||||||||
| Amortization of customer contract intangible | — | — | — | — | — | — | |||||||||
| Interest income | (11,779) | (4,839) | (7,676) | — | — | (24,294) | |||||||||
| Interest expense | — | — | — | — | 38,413 | 38,413 | |||||||||
| Income tax benefit | (54) | ||||||||||||||
| Net income | $ | 35,305 | |||||||||||||
| Capital spending | $ | 44,767 | $ | 1,504 | $ | 3,165 | $ | — | $ | — | $ | 49,436 | |||
| Three Months Ended December 31, 2023 | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | ||||||||||
| Net revenues: | |||||||||||||||
| Affiliate | $ | 55,175 | $ | 62,560 | $ | 31,665 | $ | — | $ | — | $ | 149,400 | |||
| Third party | 35,441 | 64,895 | 4,413 | — | — | 104,749 | |||||||||
| Total revenue | $ | 90,616 | $ | 127,455 | $ | 36,078 | $ | — | $ | — | $ | 254,149 | |||
| Adjusted EBITDA | $ | 53,297 | $ | 28,441 | $ | 17,534 | $ | 8,535 | $ | (6,858) | $ | 100,949 | |||
| Impairment of Goodwill | 14,848 | — | — | — | — | 14,848 | |||||||||
| Segment EBITDA | $ | 38,449 | $ | 28,441 | $ | 17,534 | $ | 8,535 | $ | (6,858) | 86,101 | ||||
| Depreciation and amortization | 17,670 | 1,717 | 2,730 | — | 850 | 22,967 | |||||||||
| Amortization of customer contract intangible | — | 1,803 | — | — | — | 1,803 | |||||||||
| Interest expense | — | — | — | — | 38,663 | 38,663 | |||||||||
| Income tax expense | 520 | ||||||||||||||
| Net income | $ | 22,148 | |||||||||||||
| Capital spending | $ | 12,515 | $ | (416) | $ | 615 | $ | — | $ | — | $ | 12,714 | 7 | ||
| --- | |||||||||||||||
| Year Ended December 31, 2024 | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | ||||||||||
| Net revenues: | |||||||||||||||
| Affiliate | $ | 180,763 | $ | 221,503 | $ | 115,516 | $ | — | $ | — | $ | 517,782 | |||
| Third party | 183,956 | 230,019 | 8,879 | — | — | 422,854 | |||||||||
| Total revenue | $ | 364,719 | $ | 451,522 | $ | 124,395 | $ | — | $ | — | $ | 940,636 | |||
| Adjusted EBITDA | $ | 233,423 | $ | 101,335 | $ | 72,081 | $ | 43,301 | $ | (32,176) | $ | 417,964 | |||
| Transaction costs | — | — | — | — | 11,416 | 11,416 | |||||||||
| Throughput and storage fees for sales-type leases | 26,273 | 9,606 | 23,756 | — | — | 59,635 | |||||||||
| Segment EBITDA | $ | 207,150 | $ | 91,729 | $ | 48,325 | $ | 43,301 | $ | (43,592) | 346,913 | ||||
| Depreciation and amortization | 80,144 | 5,256 | 7,609 | — | 3,366 | 96,375 | |||||||||
| Amortization of customer contract intangible | — | 4,206 | — | — | — | 4,206 | |||||||||
| Interest income | (23,338) | (8,546) | (15,908) | — | — | (47,792) | |||||||||
| Interest expense | — | — | — | — | 150,960 | 150,960 | |||||||||
| Income tax expense | 479 | ||||||||||||||
| Net income | $ | 142,685 | |||||||||||||
| Capital spending | $ | 128,927 | $ | 2,727 | $ | 8,332 | $ | — | $ | — | $ | 139,986 | |||
| Year Ended December 31, 2023 | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Gathering and Processing | Wholesale Marketing and Terminalling | Storage and Transportation | Investments in Pipeline Joint Ventures | Corporate and Other | Consolidated | ||||||||||
| Net revenues: | |||||||||||||||
| Affiliate | $ | 212,537 | $ | 218,997 | $ | 132,269 | $ | — | $ | — | $ | 563,803 | |||
| Third party | 158,573 | 286,704 | 11,329 | — | — | 456,606 | |||||||||
| Total revenue | $ | 371,110 | $ | 505,701 | $ | 143,598 | $ | — | $ | — | $ | 1,020,409 | |||
| Adjusted EBITDA | $ | 214,311 | $ | 106,512 | $ | 63,850 | $ | 31,424 | $ | (30,969) | $ | 385,128 | |||
| Impairment of goodwill | 14,848 | — | — | — | — | 14,848 | |||||||||
| Segment EBITDA | $ | 199,463 | $ | 106,512 | $ | 63,850 | $ | 31,424 | $ | (30,969) | 370,280 | ||||
| Depreciation and amortization | 72,181 | 7,055 | 9,839 | — | 3,309 | 92,384 | |||||||||
| Amortization of customer contract intangible | — | 7,211 | — | — | — | 7,211 | |||||||||
| Interest expense | — | — | — | — | 143,244 | 143,244 | |||||||||
| Income tax expense | 1,205 | ||||||||||||||
| Net income | $ | 126,236 | |||||||||||||
| Capital spending | $ | 74,683 | $ | 2,111 | $ | 4,548 | $ | — | $ | — | $ | 81,342 | |||
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| Delek Logistics Partners, LP | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||
| Segment Capital Spending | |||||||||||||||
| (In thousands) | |||||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
| Gathering and Processing | 2024 | 2023 | 2024 | 2023 | |||||||||||
| Regulatory capital spending | $ | — | $ | — | $ | — | $ | 31 | |||||||
| Sustaining capital spending | 307 | 1,036 | 1,599 | 2,016 | |||||||||||
| Growth capital spending (1) | 44,460 | 11,479 | 127,328 | 72,636 | |||||||||||
| Segment capital spending | 44,767 | 12,515 | 128,927 | 74,683 | |||||||||||
| Wholesale Marketing and Terminalling | |||||||||||||||
| Regulatory capital spending | 385 | 553 | 791 | 924 | |||||||||||
| Sustaining capital spending | 1,119 | (591) | 1,936 | 163 | |||||||||||
| Growth capital spending | — | (378) | — | 1,024 | |||||||||||
| Segment capital spending | 1,504 | (416) | 2,727 | 2,111 | |||||||||||
| Storage and Transportation | |||||||||||||||
| Regulatory capital spending | 467 | 335 | 1,155 | 2,005 | |||||||||||
| Sustaining capital spending | 2,698 | 280 | 7,177 | 2,543 | |||||||||||
| Growth capital spending | — | — | — | — | |||||||||||
| Segment capital spending | 3,165 | 615 | 8,332 | 4,548 | |||||||||||
| Consolidated | |||||||||||||||
| Regulatory capital spending | 852 | 888 | 1,946 | 2,960 | |||||||||||
| Sustaining capital spending | 4,124 | 725 | 10,712 | 4,722 | |||||||||||
| Growth capital spending (1) | 44,460 | 11,101 | 127,328 | 73,660 | |||||||||||
| Total capital spending | $ | 49,436 | $ | 12,714 | $ | 139,986 | $ | 81,342 |
(1) 2024 includes $95.5 million of capital spending related to the new gas processing plant.
| Delek Logistics Partners, LP | ||||||||
|---|---|---|---|---|---|---|---|---|
| Segment Operating Data (Unaudited) | ||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| Gathering and Processing Segment: | ||||||||
| Throughputs (average bpd) | ||||||||
| El Dorado Assets: | ||||||||
| Crude pipelines (non-gathered) | 64,920 | 73,438 | 69,903 | 67,003 | ||||
| Refined products pipelines to Enterprise Systems | 57,513 | 68,552 | 59,136 | 58,181 | ||||
| El Dorado Gathering System | 13,883 | 13,329 | 11,568 | 13,782 | ||||
| East Texas Crude Logistics System | 35,046 | 40,798 | 34,711 | 32,668 | ||||
| Midland Gathering System | 200,705 | 229,179 | 217,847 | 230,471 | ||||
| Plains Connection System | 360,725 | 254,224 | 333,405 | 250,140 | ||||
| Delaware Gathering Assets: | ||||||||
| Natural Gas Gathering and Processing (Mcfd(1)) | 71,078 | 67,292 | 74,831 | 71,239 | ||||
| Crude Oil Gathering (average bpd) | 123,346 | 112,522 | 123,978 | 111,335 | ||||
| Water Disposal and Recycling (average bpd) | 144,414 | 95,175 | 128,539 | 108,907 | ||||
| Midland Water Gathering System: | ||||||||
| Water Disposal and Recycling (average bpd) (2) | 274,361 | — | 280,955 | — | ||||
| Wholesale Marketing and Terminalling Segment: | ||||||||
| East Texas - Tyler Refinery sales volumes (average bpd) (3) | 63,022 | 68,735 | 67,682 | 60,626 | ||||
| Big Spring marketing throughputs (average bpd) | — | 76,408 | 44,999 | 77,897 | ||||
| West Texas marketing throughputs (average bpd) | 7,472 | 10,511 | 5,828 | 10,032 | ||||
| West Texas gross margin per barrel | $ | 4.35 | $ | 4.73 | $ | 3.18 | $ | 5.18 |
| Terminalling throughputs (average bpd) (4) | 151,309 | 105,933 | 154,217 | 113,803 |
(1) Mcfd - average thousand cubic feet per day.
(2) 2024 volumes include volumes from September 11, 2024 through December 31, 2024.
(3) Excludes jet fuel and petroleum coke.
(4) 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.
| 9 |
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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).
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Document
Exhibit 99.2
Delek Logistics Partners, LP Announces 2025 Financial Expectations
BRENTWOOD, Tenn., February 25, 2025 -- Delek Logistics Partners, LP (NYSE: DKL) (“Delek Logistics”) announced today its preliminary 2025 financial projections. “We expect to have approximately 20% year over year growth in Adjusted EBITDA(1) as a result of strong business fundamentals we are seeing in the Permian Basin,” said Avigal Soreq, President of Delek Logistics.
“We expect to continue benefiting from the recent significant acquisitions, additional acreage dedications in the crude business, as well as sour natural gas treating, and acid gas injection capabilities. DKL continues to enhance its “full suite” strategy and is committed to being the preferred crude, gas, and water midstream services provider in the Permian Basin. We are also dedicated to returning additional value to our unitholders and remain committed to growing our distributions.” Mr. Soreq concluded.
Below is a summary of DKL’s expectations for 2025:
Generate $480 - $520 million of Adjusted EBITDA
Coverage ratio of approximately 1.3x by year end
Invest $220-$250 million in capital expenditures, including expansion projects
Expect to continue growing the distributions in 2025
About Delek Logistics Partners, LP
Delek Logistics Partners, LP 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, including both the Midland and the Delaware Basins, and other select areas in the Gulf Coast region, Delek Logistics provides gathering, pipeline, transportation, and other services for its customers in crude oil, intermediates, refined products, natural gas, storage, wholesale marketing, terminalling, water disposal, and recycling. Delek US Holdings, Inc. (NYSE: DK) (“Delek US”) owns the general partner interest as well as a majority limited partner interest in Delek Logistics Partners, LP, 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. Investors are cautioned that important factors may affect these forward-looking statements, as described in Delek US’s and Delek Logistics’ filings with the SEC, including risks disclosed in their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings and reports with the SEC.
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. Neither Delek US nor Delek Logistics undertakes any obligation to update or revise any such forward-looking statements to reflect events or circumstances that occur, or which they become aware of, after the date hereof, except as required by applicable law or regulation.
Investor Relations and Media/Public Affairs Contact: investor.relations@delekus.com
(1) Adjusted EBITDA is a "non-GAAP" operational measure we believe is important to investors in assessing our operating results and profitability and that supplements our financial information presented in accordance with U.S. GAAP. "Adjusted EBITDA" is calculated as net income before interest, income taxes, depreciation and amortization, as adjusted for significant, infrequently occurring transaction costs and throughput and storage fees associated with the lease component of commercial agreements subject to sales-type lease accounting. However, due to the inherent difficulty and impracticability of estimating certain amounts required by US 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.