Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1 - Organization and Basis of Presentation
As used in this report, the terms "Delek Logistics Partners, LP," the "Partnership," "we," "us," or "our" may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole.
The Partnership is a Delaware limited partnership formed in April 2012 by Delek US Holdings, Inc. ("Delek Holdings") and its subsidiary Delek Logistics GP, LLC, our general partner (our "general partner"). On April 8, 2022, DKL Delaware Gathering, LLC, a subsidiary of the Partnership, entered into a Membership Interest Purchase Agreement (the “3 Bear Purchase Agreement”) with 3 Bear Energy – New Mexico LLC (the “Seller”) to purchase 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC (“3 Bear”), related to the Seller’s crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin of New Mexico (the “3 Bear Acquisition”). This transaction was completed on June 1, 2022 (the "Acquisition Date"). See Note 2 for further information.
The Partnership provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services through its owned assets and joint ventures located primarily in the Permian Basin (including the Delaware sub-basin) and other select areas in the Gulf Coast region.
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted, although management believes that the disclosures herein are adequate to make the financial information presented not misleading. Our unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP applied on a consistent basis with those of the annual audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 (our "Annual Report on Form 10-K"), filed with the U.S. Securities and Exchange Commission (the "SEC") on February 25, 2022 and in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in our Annual Report on Form 10-K.
All adjustments necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been included. All intercompany accounts and transactions have been eliminated. Such intercompany transactions do not include those with Delek Holdings or our general partner, which are presented as related parties in these accompanying condensed consolidated financial statements. All adjustments are of a normal, recurring nature. Operating results for the interim period should not be viewed as representative of results that may be expected for any future interim period or for the full year.
Reclassifications
In the current period, we reassessed the classification of certain expenses and made certain reclassification adjustments to better represent the nature of those expenses. Accordingly, we have made reclassifications to the prior period in order to conform to this revised current period classification, which resulted in an immaterial decrease in the prior period general and administrative expenses and an increase in the prior period operating expenses.
Accounting Pronouncements Not Yet Adopted
ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848)
In March 2020, the FASB issued an amendment which is intended to provide temporary optional expedients and exceptions to GAAP guidance on contracts, hedge accounting and other transactions affected by the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank rates. This guidance is effective for all entities any time beginning on March 12, 2020 through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of the ASU. The adoption of this guidance does not have a material impact on the Partnership's condensed consolidated financial statements and related disclosures.
| | |
7 |  |
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 2 - Acquisitions
3 Bear Acquisition
We completed the 3 Bear Acquisition on June 1, 2022 (the "Acquisition Date"), in which we acquired crude oil and natural gas gathering, processing, and transportation and storage operations, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico. The base purchase price for the 3 Bear Acquisition was $624.7 million, subject to adjustments for net working capital and closing indebtedness, as defined in the 3 Bear Purchase Agreement. The 3 Bear Acquisition was financed through a combination of cash on hand and borrowings under the DKL Credit Facility.
For the three and six months ended June 30, 2022, we incurred $6.2 million and $6.4 million, respectively, in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees. Such costs are included in general and administrative expenses in the accompanying condensed consolidated statements of income.
Our consolidated financial and operating results reflect the 3 Bear Acquisition operations beginning June 1, 2022. Our results of operations included revenue and net income of $20.6 million and $1.5 million, respectively, for the period from June 1, 2022 through June 30, 2022 related to these operations.
The 3 Bear Acquisition was accounted for using the acquisition method of accounting, whereby the preliminary purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their fair values. The excess of the consideration paid over the fair value of the net assets acquired was recorded as goodwill.
Determination of Purchase Price
The table below presents the estimated purchase price (in thousands):
| | | | | |
| Base purchase price: | $ | 624,700 | |
Less: closing net working capital (as defined in the 3 Bear Purchase Agreement) (1) | (250) | |
Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement) (1) | (80,408) | |
| Cash paid for the adjusted purchase price | 544,042 | |
| Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement) | 80,408 | |
| Preliminary purchase price | $ | 624,450 | |
(1) These amounts are based upon estimates at closing, but are subject to a subsequent review and revision period pursuant to the 3 Bear Purchase Agreement at which time final settlements for these components will be determined. Such subsequent adjustments may result in changes to the preliminary purchase price.
| | |
8 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
Purchase Price Allocation
The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the 3 Bear Acquisition as of June 1, 2022 (in thousands):
| | | | | | | | |
| Assets acquired: | | |
| Cash and cash equivalents | | $ | 2,678 | |
| Accounts receivables, net | | 28,859 | |
| Inventories | | 1,831 | |
| Other current assets | | 986 | |
| Property, plant and equipment | | 382,800 | |
| Operating lease right-of-use assets | | 7,427 | |
| Goodwill | | 10,615 | |
Customer relationship intangible, net (1) | | 210,000 | |
Rights-of-way (1) | | 13,640 | |
| Other non-current assets | | 500 |
| Total assets acquired | | 659,336 | |
| | |
| Liabilities assumed: | | |
| Accounts payable | | 8,020 | |
| Accrued expenses and other current liabilities | | 22,145 | |
| | |
| Current portion of operating lease liabilities | | 1,029 | |
| Asset retirement obligations | | 2,261 | |
| Operating lease liabilities, net of current portion | | 1,431 | |
| Total liabilities assumed | | 34,886 | |
| Fair value of net assets acquired | | $ | 624,450 | |
(1)The acquired intangible assets amount includes the following identified intangibles:
•Customer relationship intangible that is subject to amortization with a preliminary fair value of $210.0 million, which will be amortized over an 11.6-year useful life. We recognized amortization expense for the three and six months ended June 30, 2022 of $1.5 million. The estimated amortization is $18.0 million for each of the five succeeding fiscal years.
•Rights-of-way intangible valued at $13.6 million, which has an indefinite life.
These fair value estimates are preliminary and therefore, the final fair value of assets acquired and liabilities assumed and the resulting effect on our financial position may change once all necessary information has become available, the final working capital adjustment is complete, and we finalize our valuations. To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of June 30, 2022. We will continue to evaluate these items until they are satisfactorily resolved and adjust our purchase price allocation accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805").
The fair value of property, plant and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties.
The fair value of customer relationships was based on the income approach. Key assumptions in the income approach include projected revenue attributable to customer relationships, attrition rate, operating margins and discount rates.
The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements.
The fair values of all other current assets and payables were equivalent to their carrying values due to their short-term nature.
The goodwill recognized in the 3 Bear Acquisition is primarily attributable to enhancing our third party revenues, further diversification of our customer and product mix, expanding our footprint into the Delaware basin and bolstering our Environmental, Social and Governance ("ESG") optionality through furthering carbon capture opportunities and greenhouse gas reduction projects currently underway. This goodwill is deductible for income tax purposes. Goodwill related to the 3 Bear Acquisition is included in the 3 Bear operations segment.
| | |
9 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
Unaudited Pro Forma Financial Information
The following table summarizes the unaudited pro forma financial information of the Partnership assuming the 3 Bear Acquisition had occurred on January 1, 2021. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to the 3 Bear Acquisition based on available information and certain assumptions that management believes are factually supportable. The most significant pro forma adjustments relate to (i) incremental interest expense and amortization of deferred financing costs associated with revolving credit facility borrowings incurred in connection with the 3 Bear Acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangibles, (iv) accounting policy alignment and (v) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of the 3 Bear Acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the 3 Bear Acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| (in thousands, except per unit data) | | 2022 | | 2021 | | 2022 | | 2021 |
| Net sales | | 314,909 | | | 199,199 | | | 571,849 | | | 383,026 | |
| Net income attributable to partners | | 38,396 | | | 37,290 | | | 72,613 | | | 55,305 | |
| Net income per limited partner unit: | | | | | | | | |
| Basic income per unit | | 0.88 | | | 0.86 | | | 1.67 | | | 1.27 | |
| Diluted income per unit | | 0.88 | | | 0.86 | | | 1.67 | | | 1.27 | |
Note 3 - Related Party Transactions
Commercial Agreements
The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms at the option of Delek Holdings. The fees under each agreement are payable to us monthly by Delek Holdings or certain third parties to whom Delek Holdings has assigned certain of its rights and are generally subject to increase or decrease on July 1 of each year, by the amount of any change in various inflation-based indices, however, in no event will the fees be adjusted below the amount initially set forth in the applicable agreement.
Under each of these agreements, we are required to maintain the capabilities of our pipelines and terminals, such that Delek Holdings may throughput and/or store, as the case may be, specified volumes of crude oil, intermediate and refined products.
See our Annual Report on Form 10-K for a more complete description of our material commercial agreements and other agreements with Delek Holdings.
Other Agreements with Delek Holdings
In addition to the commercial agreements described above, the Partnership has entered into the following agreements with Delek Holdings:
Slurry Clarifying Services Agreement
We executed a series of agreements with DK Trading & Supply, LLC (“DKT&S”) and Alon Refining Krotz Springs, whereby the Partnership will operate and maintain a facility, located within the Krotz Springs, Louisiana refinery, to process slurry for DKT&S. Using a process that incorporates horizontal and vertical centrifuges, we will remove metals, ash, and other solids from the slurry. The clarified product can then be sold to DKT&S or one of its affiliates. As consideration for the processing services, we will receive a fixed rate per barrel processing fee in addition to a margin-based payment. The Partnership and DKT&S have agreed to a minimum delivery commitment volume to be processed in the facility. The initial term of the agreement is for a period of three years, and thereafter, will continue a year-to-year basis unless canceled by either party.
Omnibus Agreement
The Partnership entered into an omnibus agreement with Delek Holdings, Delek Logistics Operating, LLC, Lion Oil Company, LLC (formerly known as Lion Oil Company) and certain of the Partnership's and Delek Holdings' other subsidiaries on November 7, 2012, which has been amended from time to time in connection with acquisitions from Delek Holdings (collectively, as amended, the "Omnibus Agreement"). The Omnibus Agreement governs the provision of certain operational services and reimbursement obligations, among other
| | |
10 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
matters, between the Partnership and Delek Holdings, and obligates us to pay an annual fee of $4.6 million to Delek Holdings for its provision of centralized corporate services to the Partnership.
Pursuant to the terms of the Omnibus Agreement, we are reimbursed by Delek Holdings for certain capital expenditures. These amounts are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset. We were reimbursed a nominal amount by Delek Holdings during the three and six months ended June 30, 2022. There were no reimbursements by Delek Holdings during the three and six months ended June 30, 2021. Additionally, we are reimbursed or indemnified, as the case may be, for costs incurred in excess of certain amounts related to certain asset failures, pursuant to the terms of the Omnibus Agreement. As of June 30, 2022, there was no receivable from related parties for these matters and a nominal receivable from related parties for these matters as of December 31, 2021. These reimbursements are recorded as reductions to operating expense. There were no reimbursements for these matters in each of the three and six month periods ended June 30, 2022. We were reimbursed a nominal amount for these matters in each of the three and six month periods ended June 30, 2021.
Other Transactions
The Partnership manages long-term capital projects on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of gathering systems in the Permian Basin. The majority of the gathering systems have been constructed, however, additional costs pertaining to a pipeline connection that was not acquired by the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement. The Partnership is also considered the operator for the project and is responsible for oversight of the project design, procurement and construction of project segments and provides other related services. Pursuant to the terms of the DPG Management Agreement, the Partnership receives a monthly operating services fee and a construction services fee, which includes the Partnership's direct costs of managing the project plus an additional percentage fee of the construction costs of each project segment. The agreement extends through December 2022. Total fees paid to the Partnership were $0.4 million and $0.8 million for the three and six months ended June 30, 2022 and 2021, respectively, which are recorded in affiliate revenue in our condensed consolidated statements of income. Additionally, the Partnership incurs the costs in connection with the construction of the assets and is subsequently reimbursed by Delek Holdings. Amounts reimbursable by Delek Holdings are recorded in accounts receivable from related parties.
Summary of Transactions
Revenues from affiliates consist primarily of revenues from gathering, transportation, storage, offloading, wholesale marketing and products terminalling services provided primarily to Delek Holdings based on regulated tariff rates or contractually based fees and product sales. Affiliate operating expenses are primarily comprised of amounts we reimburse Delek Holdings, or our general partner, as the case may be, for the services provided to us under the Partnership Agreement. These expenses could also include reimbursement and indemnification amounts from Delek Holdings, as provided under the Omnibus Agreement. Additionally, the Partnership is required to reimburse Delek Holdings for direct or allocated costs and expenses incurred by Delek Holdings on behalf of the Partnership and for charges Delek Holdings incurred for the management and operation of our logistics assets, including an annual fee for various centralized corporate services, which are included in general and administrative expenses. In addition to these transactions, we purchase refined products and bulk biofuels from Delek Holdings, the costs of which are included in cost of materials and other.
A summary of revenue, purchases from affiliates and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Revenues | $ | 124,366 | | | $ | 88,722 | | | $ | 248,120 | | | $ | 184,916 | |
| Purchases from Affiliates | $ | 143,730 | | | $ | 74,128 | | | $ | 249,615 | | | $ | 139,943 | |
Operating and maintenance expenses | $ | 11,787 | | | $ | 9,477 | | | $ | 23,263 | | | $ | 19,561 | |
General and administrative expenses | $ | 3,084 | | | $ | 1,994 | | | $ | 6,152 | | | $ | 4,113 | |
Quarterly Cash Distributions
In February and May 2022, we paid quarterly cash distributions of $42.4 million and $42.6 million, respectively, of which $33.8 million and $33.6 million, respectively, were paid to Delek Holdings. In February and May 2021, we paid quarterly cash distributions of $39.5 million and $40.0 million, respectively, of which $31.6 million and $32.0 million, respectively, were paid to Delek Holdings. On July 25, 2022, our board of directors declared a quarterly cash distribution totaling $42.8 million, based on the available cash as of the date of determination, for the end of the second quarter of 2022, payable on August 11, 2022, of which $33.8 million is expected to be paid to Delek Holdings.
| | |
11 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 4 - Revenues
Within our pipeline and transportation and wholesale marketing and terminalling segments, we generate revenue by charging fees for gathering, transporting, offloading and storing crude oil; for storing intermediate products and feed stocks; for distributing, transporting and storing refined products; for marketing refined products output of Delek Holdings' Tyler and Big Spring refineries; and for wholesale marketing in the West Texas area. A significant portion of our revenue is derived from long-term commercial agreements with Delek Holdings, which provide for annual fee adjustments for increases or decreases in the CPI, PPI or the FERC index (refer to Note 3 for a more detailed description of these agreements). In addition to the services we provide to Delek Holdings, we also generate substantial revenue from crude oil, intermediate and refined products transportation services for, and terminalling and marketing services to, third parties primarily in Texas, New Mexico, Tennessee and Arkansas. Certain of these services are provided pursuant to contractual agreements with third parties. Payment terms require customers to pay shortly after delivery and do not contain significant financing components.
The majority of our commercial agreements with Delek Holdings meet the definition of a lease because: (1) performance of the contracts is dependent on specified property, plant or equipment and (2) it is remote that one or more parties other than Delek Holdings will take more than a minor amount of the output associated with the specified property, plant or equipment. As part of our adoption of ASC 842, Leases ("ASC 842"), we applied the permitted practical expedient to not separate lease and non-lease components under the predominance principle to designated asset classes associated with the provision of logistics services. We have determined that the predominant component of the related agreements currently in effect is the lease component. Therefore, the combined component is accounted for under the applicable lease accounting guidance. Of our $853.8 million net property, plant, and equipment balance as of June 30, 2022, $428.5 million is subject to operating leases under our commercial agreements. These agreements do not include options for the lessee to purchase our leasing equipment, nor do they include any material residual value guarantees or material restrictive covenants.
As of the 3 Bear Acquisition, our revenue-generating activities include crude oil and natural gas gathering, processing and transportation operations, as well as water disposal and recycling operations, with third parties in the Delaware Basin of New Mexico. For natural gas gathering and processing contracts in which we perform midstream services and also purchase the processed products, we determine if the economic control of the commodities has passed from the producer to us, before or after we perform our services (if at all), to determine whether we are principal or agent in the ultimate sale of the processed product. As a result of these activities, we generate two principal types of revenues:
•Product sales revenue - comprised of residual products as a result of our gathering services where 3 Bear meets the definition of the principal rather than an agent, and where such revenue is recognized upon satisfaction of the performance obligation, which is generally upon delivery
•Gathering services revenue - comprised of fees charged for one or more of the following services: gathering, processing and transportation of natural gas; gathering, transportation and storage of NGLs; gathering, recycling and disposal of wastewater; and transportation, storage and distribution of crude oil, refined products and other hydrocarbon-based products. The contractual fees are generally related to the volume of natural gas, NGLs, water, crude oil or refined products that are gathered, transported, stored or processed and therefore is not directly impacted by commodity prices.
The following tables represent a disaggregation of revenue for the pipeline and transportation and wholesale marketing and terminalling segments for the periods indicated (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2022 |
| | Pipelines and Transportation | | Wholesale Marketing and Terminalling | | 3 Bear Operations | | Consolidated |
| Service Revenue - Third Party | | $ | 5,312 | | | $ | — | | | $ | 4,600 | | | $ | 9,912 | |
Service Revenue - Affiliate (1) | | 4,011 | | | 8,243 | | | — | | | 12,254 | |
| Product Revenue - Third Party | | — | | | 119,429 | | | 13,042 | | | 132,471 | |
| Product Revenue - Affiliate | | — | | | 26,843 | | | 2,962 | | | 29,805 | |
| Lease Revenue - Affiliate | | 71,283 | | | 11,025 | | | — | | | 82,308 | |
| | | | | | | | |
| Total Revenue | | $ | 80,606 | | | $ | 165,540 | | | $ | 20,604 | | | $ | 266,750 | |
(1) Net of $1.8 million of amortization expense for the three months ended June 30, 2022, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment.
| | |
12 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2021 |
| | Pipelines and Transportation | | Wholesale Marketing and Terminalling | | Consolidated |
| Service Revenue - Third Party | | $ | 4,771 | | | $ | 137 | | | $ | 4,908 | |
Service Revenue - Affiliate (1) | | 3,797 | | | 8,554 | | | 12,351 | |
| Product Revenue - Third Party | | — | | | 74,849 | | | 74,849 | |
| Product Revenue - Affiliate | | — | | | 3,741 | | | 3,741 | |
| Lease Revenue - Affiliate | | 61,867 | | | 10,762 | | | 72,629 | |
| Total Revenue | | $ | 70,435 | | | $ | 98,043 | | | $ | 168,478 | |
(1) Net of $1.8 million of amortization expense for the three months ended June 30, 2021, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2022 |
| | Pipelines and Transportation | | Wholesale Marketing and Terminalling | | 3 Bear Operations | | Consolidated |
| Service Revenue - Third Party | | $ | 10,095 | | | $ | — | | | $ | 4,600 | | | $ | 14,695 | |
Service Revenue - Affiliate (1) | | 8,015 | | | 16,788 | | | — | | | 24,803 | |
| Product Revenue - Third Party | | — | | | 197,474 | | | 13,042 | | | 210,516 | |
| Product Revenue - Affiliate | | — | | | 58,589 | | | 2,962 | | | 61,551 | |
| Lease Revenue - Affiliate | | 138,301 | | | 23,465 | | | — | | | 161,766 | |
| | | | | | | | |
| Total Revenue | | $ | 156,411 | | | $ | 296,316 | | | $ | 20,604 | | | $ | 473,331 | |
(1) Net of $3.6 million of amortization expense for the six months ended June 30, 2022, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment.
| | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2021 |
| | Pipelines and Transportation | | Wholesale Marketing and Terminalling | | Consolidated |
| Service Revenue - Third Party | | $ | 6,698 | | | $ | 219 | | | $ | 6,917 | |
Service Revenue - Affiliate (1) | | 5,021 | | | 16,636 | | | 21,657 | |
| Product Revenue - Third Party | | — | | | 129,559 | | | 129,559 | |
| Product Revenue - Affiliate | | — | | | 20,128 | | | 20,128 | |
| Lease Revenue - Affiliate | | 123,691 | | | 19,439 | | | 143,130 | |
| Total Revenue | | $ | 135,410 | | | $ | 185,981 | | | $ | 321,391 | |
(1) Net of $3.6 million of amortization expense for the six months ended June 30, 2021, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment.
As of June 30, 2022, we expect to recognize $1.4 billion in future lease revenues, for periods up to financial year 2030, related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms. We disclose information about remaining performance obligations that have original expected durations of greater than one year.
Our unfulfilled performance obligations as of June 30, 2022 were as follows (in thousands):
| | | | | | | | |
| Remainder of 2022 | | $ | 147,181 | |
| 2023 | | 286,587 | |
| 2024 | | 204,181 | |
| 2025 | | 178,876 | |
| 2026 and thereafter | | 604,928 | |
| Total expected revenue on remaining performance obligations | | $ | 1,421,753 | |
| | |
13 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 5 - Net Income Per Unit
Basic net income per unit applicable to limited partners is computed by dividing limited partners' interest in net income by the weighted-average number of outstanding common units.
Diluted net income per unit applicable to common limited partners includes the effects of potentially dilutive units on our common units. As of June 30, 2022, the only potentially dilutive units outstanding consist of unvested phantom units.
Our distributions earned with respect to a given period are declared subsequent to quarter end. Therefore, the table below represents total cash distributions applicable to the period in which the distributions are earned. The expected date of distribution for the distributions earned during the period ended June 30, 2022 is August 11, 2022.
Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit. The calculation of net income per unit is as follows (dollars in thousands, except units and per unit amounts):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Net income attributable to partners | $ | 32,164 | | | $ | 43,246 | | | $ | 71,678 | | | $ | 79,513 | |
| Less: Limited partners' distribution | 42,832 | | | 40,846 | | | 85,436 | | | 80,814 | |
| Earnings in excess (deficit) of distributions | $ | (10,668) | | | $ | 2,400 | | | $ | (13,758) | | | $ | (1,301) | |
| | | | | | | |
| Limited partners' earnings on common units: | | | | | | | |
| Distributions | $ | 42,832 | | | $ | 40,846 | | | $ | 85,436 | | | $ | 80,814 | |
| Allocation of earnings in excess (deficit) of distributions | (10,668) | | | 2,400 | | | (13,758) | | | (1,301) | |
| Total limited partners' earnings on common units | $ | 32,164 | | | $ | 43,246 | | | $ | 71,678 | | | $ | 79,513 | |
| | | | | | | |
| Weighted average limited partner units outstanding: | | | | | | | |
| Basic | 43,475,931 | | | 43,445,222 | | | 43,473,746 | | | 43,444,284 | |
| Diluted | 43,502,983 | | | 43,460,366 | | | 43,491,796 | | | 43,453,806 | |
| | | | | | | |
| Net income per limited partner unit: | | | | | | | |
| Basic | $ | 0.74 | | | $ | 1.00 | | | $ | 1.65 | | | $ | 1.83 | |
Diluted (1) | $ | 0.74 | | | $ | 1.00 | | | $ | 1.65 | | | $ | 1.83 | |
(1) Outstanding common units totaling 2,153 and 1,083 were excluded from the diluted earnings per unit calculation for the three and six months ended June 30, 2022, respectively. Outstanding common units totaling 3,662 and 1,841 were excluded from the diluted earnings per unit calculation for the three and six months ended June 30, 2021, respectively.
Note 6 - Inventory
Inventories consisted of $3.7 million and $2.4 million of refined petroleum products as of June 30, 2022 and December 31, 2021, respectively, each of which are net of lower of cost or net realizable value reserve of a nominal amount. Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. We recognize lower of cost or net realizable value charges as a component of cost of materials and other in the consolidated statements of income and comprehensive income.
Note 7 - Long-Term Obligations
Outstanding borrowings, net of unamortized debt discounts and certain deferred financing costs, under the Partnership’s existing debt instruments are as follows (in thousands):
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
Delek Logistics 2028 Notes (1) | $ | 394,746 | | | $ | 394,302 | |
Delek Logistics Credit Facility (2) | 880,281 | | | 258,000 | |
Delek Logistics 2025 Notes (3) | 247,156 | | | 246,668 | |
| | $ | 1,522,183 | | | $ | 898,970 | |
(1)Net of deferred financing costs of $5.3 million and $5.7 million at June 30, 2022 and December 31, 2021, respectively.
(2)Net of deferred financing costs of $0.6 million at June 30, 2022.
(3)Net of deferred financing costs of $2.2 million and $2.5 million and debt discount of $0.7 million and $0.8 million at June 30, 2022 and December 31, 2021, respectively.
| | |
14 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
7.125% Senior Notes due 2028
On May 24, 2021, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp. ("Finance Corp." and together with the Partnership, the "Issuers") issued $400.0 million in aggregate principal amount of 7.125% senior notes due 2028 (the "2028 Notes") at par, pursuant to an indenture with U.S. Bank, National Association as trustee. The 2028 Notes are general unsecured senior obligations of the Issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's subsidiaries other than Finance Corp., and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries. The 2028 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right payment to any future subordinated indebtedness of the Issuers. The 2028 Notes will mature on June 1, 2028, and interest on the 2028 Notes is payable semi-annually in arrears on each June 1 and December 1, commencing December 1, 2021.
At any time prior to June 1, 2024, the Issuers may redeem up to 35% of the aggregate principal amount of the 2028 Notes with the net cash proceeds of one or more equity offerings by the Partnership at a redemption price of 107.125% of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations. Prior to June 1, 2024, the Issuers may also redeem all or part of the 2028 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations. In addition, beginning on June 1, 2024, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2028 Notes, at a redemption price of 103.563% of the redeemed principal for the twelve-month period beginning on June 1, 2024, 101.781% for the twelve-month period beginning on June 1, 2025, and 100.00% beginning on June 1, 2026 and thereafter, plus accrued and unpaid interest, if any.
In the event of a change of control, accompanied or followed by a ratings downgrade within a certain period of time, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2028 Notes from holders at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.
As of June 30, 2022, we had $400.0 million in outstanding principal amount under the 2028 Notes, and the effective interest rate was 7.40%.
DKL Credit Facility
On September 28, 2018, the Partnership entered into a third amended and restated senior secured revolving credit agreement (hereafter, the "DKL Credit Facility") with Fifth Third Bank ("Fifth Third"), as administrative agent, and a syndicate of lenders with total lender commitments of $850.0 million. The DKL Credit Facility contains a dual currency borrowing tranche that permits draw downs in U.S. or Canadian dollars. The DKL Credit Facility also contains an accordion feature whereby the Partnership can increase the size of the credit facility to an aggregate of $1.0 billion, subject to receiving increased or new commitments from lenders and the satisfaction of certain other conditions precedent. The obligations under the DKL Credit Facility remain secured by first priority liens on substantially all of the Partnership's and its subsidiaries' tangible and intangible assets.
The DKL Credit Facility has a maturity date of September 28, 2023. Borrowings denominated in U.S. dollars bear interest at either a U.S. dollar prime rate, plus an applicable margin, or Secured Overnight Financing Rate ("SOFR"), plus an applicable margin, at the election of the borrowers. Borrowings denominated in Canadian dollars bear interest at either a Canadian dollar prime rate, plus an applicable margin, or the Canadian Dealer Offered Rate, plus an applicable margin, at the election of the borrowers.
The applicable margin in each case and the fee payable for any unused revolving commitments vary based upon the Partnership's most recent total leverage ratio calculation delivered to the lenders, as called for and defined under the terms of the DKL Credit Facility. At June 30, 2022, the weighted average interest rate for our borrowings under the facility was approximately 3.35%. Additionally, the DKL Credit Facility requires us to pay a leverage ratio dependent quarterly fee on the average unused revolving commitment. As of June 30, 2022, this fee was 0.30% per year.
In August 2020, the Partnership entered into a First Amendment to the DKL Credit Facility which, among other things, permitted the transfer of cash and equity consideration for the elimination of incentive distribution rights held by Delek Logistics GP, LLC, our general partner. It also modified the total leverage ratio and the senior leverage ratio (each as defined in the DKL Credit Facility) calculations to reduce the total funded debt (as defined in the DKL Credit Facility) component thereof by the total amount of unrestricted consolidated cash and cash equivalents on the balance sheet of the Partnership and its subsidiaries up to $20.0 million.
In May 2022, the Partnership entered into Second and Third Amendments to the DKL Credit Facility which, among other things, provided for the transition from a LIBOR benchmark to a term Secured Overnight Financing Rate benchmark (“Term SOFR”) with credit spread adjustments for 1-month and 3-month Term SOFR loans, and provided consent and flexibility related to the previously announced 3 Bear Acquisition with respect to certain covenants in the DKL Credit Facility. We believe we were in compliance with all covenant requirements as of June 30, 2022.
Further, on May 26, 2022, the Partnership entered into a Fourth Amendment (the “Fourth Amendment”) to the DKL Credit Facility. Among other things, the Fourth Amendment: (i) increased the U.S. Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $150.0 million, for an aggregate amount of $1,000.0 million, (ii) increased the U.S. L/C Sublimit (as defined in the DKL
| | |
15 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
Credit Facility) to an aggregate amount equal to $90.0 million and (iii) increased the U.S. Swing Line Sublimit (as defined in the DKL Credit Facility) to an aggregate amount equal to $18.0 million.
As of June 30, 2022, the Partnership had $880.9 million of outstanding borrowings under the DKL Credit Facility, with no letters of credit in place. Unused credit commitments under the DKL Credit Facility as of June 30, 2022 were $119.1 million.
6.750% Senior Notes Due 2025
On May 23, 2017, the Partnership and Delek Logistics Finance Corp., a Delaware corporation and a wholly-owned subsidiary of the Partnership (“Finance Corp.” and together with the Partnership, the “Issuers”), issued $250.0 million in aggregate principal amount of 6.75% senior notes due 2025 (the “2025 Notes”) at a discount. The 2025 Notes are general unsecured senior obligations of the Issuers. The 2025 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Finance Corp., the "Guarantors") and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries. The 2025 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right of payment to any future subordinated indebtedness of the Issuers. Interest on the 2025 Notes is payable semi-annually in arrears on each May 15 and November 15.
The Issuers may, subject to certain conditions and limitations, redeem all or part of the 2025 Notes at a redemption price of 101.688% of the redeemed principal during the twelve-month period beginning on May 15, 2022 and 100.00% beginning on May 15, 2023 and thereafter, plus accrued and unpaid interest, if any. In the event of a change of control, accompanied or followed by a ratings downgrade within a certain period of time, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2025 Notes from holders at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.
On April 25, 2018, we made an offer to exchange the 2025 Notes and the related guarantees that were validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradeable, as required under the terms of the original indenture. The terms of the exchange notes that were issued in May 2018 as a result of the exchange (also referred to as the "2025 Notes") are substantially identical to the terms of the original 2025 Notes.
As of June 30, 2022, we had $250.0 million in outstanding principal amount of the 2025 Notes. As of June 30, 2022, the effective interest rate related to the 2025 Notes was approximately 7.19%.
Note 8 - Equity
We had 9,173,369 common limited partner units held by the public outstanding as of June 30, 2022. Additionally, as of June 30, 2022, Delek Holdings owned an 78.9% limited partner interest in us, consisting of 34,311,278 common limited partner units.
On April 14, 2022, we filed a shelf registration statement with the SEC, which was declared effective on April 29, 2022, which provides the Partnership the ability to offer up to $200.0 million of our common limited partner units from time to time and through one or more methods of distribution, subject to market conditions and our capital needs.
On December 22, 2021, Delek Holdings issued a press release regarding a program to sell up to 434,590 common limited partner units representing limited partner interests in the Partnership. We did not sell any securities under this program and we did not receive any proceeds from the sale of the securities by Delek Holdings.
Equity Activity
The table below summarizes the changes in the number of limited partner units outstanding from December 31, 2021 through June 30, 2022.
| | | | | | | | | | | | | | | | | |
| Common - Public | | Common - Delek Holdings | | Total |
| Balance at December 31, 2021 | 8,774,053 | | | 34,696,800 | | | 43,470,853 | |
Unit-based compensation awards (1) | 13,794 | | | — | | | 13,794 | |
| Delek Holdings resale of units | 385,522 | | | (385,522) | | | — | |
| Balance at June 30, 2022 | 9,173,369 | | | 34,311,278 | | | 43,484,647 | |
(1) Unit-based compensation awards are presented net of 2,184 units withheld for taxes as of June 30, 2022.
Issuance of Additional Securities
Our Partnership Agreement authorizes us to issue an unlimited number of additional partnership securities for the consideration and on the terms and conditions determined by our general partner without the approval of the unitholders. Costs associated with the issuance of securities are allocated to all unitholders' capital accounts based on their ownership interest at the time of issuance.
| | |
16 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
Cash Distributions
Our Partnership Agreement sets forth the calculation to be used to determine the amount and priority of available cash distributions that our limited partner unitholders will receive. Our distributions earned with respect to a given period are declared subsequent to quarter end.
The table below summarizes the quarterly distributions related to our quarterly financial results:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended | | Total Quarterly Distribution Per Limited Partner Unit | | Total Cash Distribution
(in thousands) | | Date of Distribution | | Unitholders Record Date |
| June 30, 2021 | | $ | 0.940 | | | $ | 40,846 | | | August 11, 2021 | | August 5, 2021 |
| September 30, 2021 | | $ | 0.950 | | | $ | 41,286 | | | November 10, 2021 | | November 5, 2021 |
| December 31, 2021 | | $ | 0.975 | | | $ | 42,384 | | | February 8, 2022 | | February 1, 2022 |
| March 31, 2022 | | $ | 0.980 | | | $ | 42,604 | | | May 12, 2022 | | May 5, 2022 |
| June 30, 2022 | | $ | 0.985 | | | $ | 42,832 | | | August 11, 2022 (1) | | August 4, 2022 |
(1) Expected date of distribution.
Note 9 - Equity Based Compensation
The Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (the "LTIP") was adopted by the Delek Logistics GP, LLC board of directors in connection with the completion of our initial public offering in November 2012. The LTIP is administered by the Conflicts Committee of the board of our general partner. Equity-based compensation expense is included in general and administrative expenses in the accompanying condensed consolidated statements of income and comprehensive income and is immaterial for the three and six months ended June 30, 2022 and 2021.
On June 9, 2021, the LTIP was amended to increase the number of units representing limited partner interest in the Partnership (the "Common Units") authorized for issuance by 300,000 Common Units to 912,207 Common Units. Additionally, the term of the LTIP was extended to June 9, 2031.
Note 10 - Equity Method Investments
In May 2019, the Partnership, through its wholly owned indirect subsidiary DKL Pipeline, LLC (“DKL Pipeline”), entered into a Contribution and Subscription Agreement (the “Contribution Agreement”) with Plains Pipeline, L.P. (“Plains”) and Red River Pipeline Company LLC (“Red River”). Pursuant to the Contribution Agreement, DKL Pipeline contributed $124.7 million, substantially all of which was financed by borrowings under the DKL Credit Facility, to Red River in exchange for a 33% membership interest in Red River and DKL Pipeline’s admission as a member of Red River. In addition, we contributed $0.4 million of startup capital pursuant to the Amended and Restated Limited Liability Company Agreement. Red River, which owns a crude oil pipeline running from Cushing, Oklahoma to Longview, Texas, completed a planned expansion project to increase the pipeline capacity and commenced operations on the completed expansion project in 2020. During the six months ended June 30, 2022, we made no capital contributions. During the six months ended June 30, 2021, we made additional capital contributions totaling $1.4 million based on capital calls received.
Summarized unaudited financial information for Red River on a 100% basis is shown below (in thousands):
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
| Current Assets | $ | 32,290 | | | $ | 28,735 | |
| Non-current Assets | $ | 399,005 | | | $ | 403,692 | |
| Current liabilities | $ | 7,776 | | | $ | 10,040 | |
| | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Revenues | $ | 21,449 | | | $ | 17,744 | | | $ | 44,135 | | | $ | 26,787 | |
| Gross profit | $ | 13,665 | | | $ | 10,715 | | | $ | 29,266 | | | $ | 14,340 | |
| Operating income | $ | 13,493 | | | $ | 10,556 | | | $ | 28,912 | | | $ | 13,995 | |
| Net income | $ | 13,481 | | | $ | 10,551 | | | $ | 28,877 | | | $ | 13,990 | |
| | |
17 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
We have two joint ventures that have constructed separate crude oil pipeline systems and related ancillary assets, which are serving third parties and subsidiaries of Delek Holdings. We own a 50% membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. ("CP LLC") to operate one of these pipeline systems (the "Caddo Pipeline") and a 33% membership interest in the entity formed with Rangeland Energy II, LLC ("Rangeland Energy") to operate the other pipeline system (the "Rio Pipeline"). During 2018, Rangeland Energy was acquired by Andeavor (which was subsequently acquired by Marathon Petroleum Corporation) and the legal entity in which we have an equity investment became Andeavor Logistics Rio Pipeline LLC ("Andeavor Logistics").
Combined summarized unaudited financial information for these two equity method investees on a 100% basis is shown below (in thousands):
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
| Current assets | $ | 17,166 | | | $ | 15,010 | |
| Non-current assets | $ | 237,480 | | | $ | 242,599 | |
| Current liabilities | $ | 2,735 | | | $ | 1,492 | |
| | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Revenues | $ | 11,558 | | | $ | 13,600 | | | $ | 20,453 | | | $ | 23,226 | |
| Gross profit | $ | 7,220 | | | $ | 8,739 | | | $ | 11,458 | | | $ | 13,705 | |
| Operating income | $ | 6,622 | | | $ | 8,244 | | | $ | 10,190 | | | $ | 12,722 | |
| Net Income | $ | 6,626 | | | $ | 8,544 | | | $ | 10,195 | | | $ | 12,723 | |
The Partnership's investments in these three entities were financed through a combination of cash from operations and borrowings under the DKL Credit Facility. The Partnership's investment balances in these joint ventures were as follows (in thousands):
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
| Red River | $ | 144,775 | | | $ | 144,041 | |
| CP LLC | $ | 61,480 | | | $ | 61,670 | |
| Andeavor Logistics | $ | 42,420 | | | $ | 44,319 | |
We do not consolidate any part of the assets or liabilities or operating results of our equity method investees. Our share of net income or loss of the investees will increase or decrease, as applicable, the carrying value of our investments in unconsolidated affiliates. With respect to our equity method investments, we determined that these entities do not represent variable interest entities and consolidation is not required. We have the ability to exercise significant influence over each of these joint ventures through our participation in the management committees, which make all significant decisions. However, since all significant decisions require the consent of the other investor(s) without regard to economic interest, we have determined that we have joint control and have applied the equity method of accounting. Our investment in these joint ventures is reflected in our pipelines and transportation segment.
Note 11 - Segment Data
We aggregate our operating segments into four reportable segments: (i) pipelines and transportation; (ii) wholesale marketing and terminalling; (iii) 3 Bear operations; and (iv) investment in pipeline joint ventures. Based on the manner in which the Partnership’s Chief Operating Decision Maker (“CODM”) is currently reviewing the financial and operating information and metrics of the business of and for the three months ended June 30, 2022, inclusive of the 3 Bear Acquisition, the acquisition of 3 Bear resulted in a new operating segment as of and for the one month from the Acquisition Date through June 30, 2022, which is deemed to be reportable based on our quantitative assessment. While this new operating segment has certain common characteristics with our pipelines and transportation reportable segment, it also involves new operations (including natural gas gathering, processing and transportation as well as water disposal and recycling) and operates in new geographic location. Additionally, the Acquisition occurred in the last month of the quarter, and integration efforts continue to be in process as of June 30, 2022. For these reasons, the 3 Bear operating segment has been presented as a separate reportable segment as of and for the three months ended June 30, 2022. As we continue to integrate the 3 Bear operations in the coming quarters and refine how we manage those operations in the context of our overall business, it is possible that segment presentation could change.
Our operating segments adhere to the accounting policies used for our consolidated financial statements. Our operating segments are managed separately because each segment requires different industry knowledge, technology and marketing strategies. Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management
| | |
18 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
measures the operating performance of each of its reportable segments based on segment contribution margin, with the exception of investments in pipeline joint ventures segment, which is measured based on net income. Segment contribution margin is defined as net revenues less cost of materials and other and operating expenses, excluding depreciation and amortization. The following is a summary of business segment operating performance as measured by contribution margin, with the exception of investments in pipeline joint ventures segment, which is measured based on equity method income (loss), for the periods indicated (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Pipelines and Transportation | | | | | | | |
| Net revenues: | | | | | | | |
| Affiliate | $ | 75,294 | | | $ | 65,664 | | | $ | 146,316 | | | $ | 128,712 | |
| Third party | 5,312 | | | 4,771 | | | 10,095 | | | 6,698 | |
| Total pipelines and transportation | 80,606 | | | 70,435 | | | 156,411 | | | 135,410 | |
| | | | | | | |
| Cost of materials and other | 18,666 | | | 14,346 | | | 38,268 | | | 27,425 | |
| Operating expenses (excluding depreciation and amortization) | 13,539 | | | 10,858 | | | 26,497 | | | 21,030 | |
| Segment contribution margin | $ | 48,401 | | | $ | 45,231 | | | $ | 91,646 | | | $ | 86,955 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Capital spending | $ | 21,493 | | | $ | 1,531 | | | $ | 29,642 | | | $ | 7,376 | |
| | | | | | | |
| Wholesale Marketing and Terminalling | | | | | | | |
| Net revenues: | | | | | | | |
| Affiliate | $ | 46,110 | | | $ | 23,058 | | | $ | 98,842 | | | $ | 56,204 | |
| Third party | 119,430 | | | 74,985 | | | 197,474 | | | 129,777 | |
| Total wholesale marketing and terminalling | 165,540 | | | 98,043 | | | 296,316 | | | 185,981 | |
| | | | | | | |
| Cost of materials and other | 143,920 | | | 74,349 | | | 250,512 | | | 142,441 | |
| Operating expenses (excluding depreciation and amortization) | 5,296 | | | 4,710 | | | 10,445 | | | 9,349 | |
| Segment contribution margin | $ | 16,324 | | | $ | 18,984 | | | $ | 35,359 | | | $ | 34,191 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Capital spending | $ | 122 | | | $ | 1,060 | | | $ | 1,059 | | | $ | 3,014 | |
| | | | | | | |
| 3 Bear Operations | | | | | | | |
| Net revenues: | | | | | | | |
| Affiliate | $ | 2,962 | | | $ | — | | | $ | 2,962 | | | $ | — | |
| Third party | $ | 17,642 | | | $ | — | | | $ | 17,642 | | | $ | — | |
| Total 3 Bear | 20,604 | | | — | | | 20,604 | | | — | |
| Cost of materials and other | 13,774 | | | — | | | 13,774 | | | — | |
| Operating expenses (excluding depreciation and amortization) | 2,154 | | | — | | | 2,154 | | | — | |
| Segment contribution margin | $ | 4,676 | | | $ | — | | | $ | 4,676 | | | $ | — | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Capital spending | $ | 5,111 | | | $ | — | | | $ | 5,111 | | | $ | — | |
| | | | | | | |
| Investments in Pipeline Joint Ventures | | | | | | | |
| Income from equity method investments | $ | 7,073 | | | $ | 6,642 | | | $ | 14,099 | | | $ | 10,691 | |
| Equity method investments contributions | $ | — | | | $ | (14) | | | $ | — | | | $ | (1,393) | |
| | | | | | | |
| Consolidated | | | | | | | |
| Net revenues: | | | | | | | |
| Affiliate | $ | 124,366 | | | $ | 88,722 | | | $ | 248,120 | | | $ | 184,916 | |
| Third party | 142,384 | | | 79,756 | | | 225,211 | | | 136,475 | |
| Total Consolidated | 266,750 | | | 168,478 | | | 473,331 | | | 321,391 | |
| | | | | | | |
| Cost of materials and other | 176,360 | | | 88,695 | | | 302,554 | | | 169,866 | |
| Operating expenses (excluding depreciation and amortization presented below) | 20,989 | | | 15,568 | | | 39,096 | | | 30,379 | |
| Contribution margin | 69,401 | | | 64,215 | | | 131,681 | | | 121,146 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| General and administrative expenses | 13,773 | | | 5,990 | | | 18,868 | | | 10,095 | |
| Depreciation and amortization | 13,422 | | | 9,967 | | | 23,757 | | | 20,706 | |
| Other operating expense (income), net | — | | | (136) | | | 12 | | | (219) | |
| Operating income | 42,206 | | | 48,394 | | | 89,044 | | | 90,564 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Capital spending and capital contributions to equity method investments | $ | 26,726 | | | $ | 2,591 | | | $ | 35,812 | | | $ | 10,390 | |
The following table summarizes the total assets for each segment as of June 30, 2022 and December 31, 2021 (in thousands). Assets for each segment include property, plant and equipment, equity method investments, intangible assets and inventory.
| | |
19 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
| Pipelines and transportation | $ | 485,748 | | | $ | 452,690 | |
| Wholesale marketing and terminalling | 192,105 | | | 211,723 | |
| 3 Bear operations | 647,531 | | | — | |
| Investments in pipeline joint ventures | 248,675 | | | 250,030 | |
Other (1) | 35,236 | | | 20,628 | |
| Total assets | 1,609,295 | | | $ | 935,071 | |
(1) Other includes cash and cash equivalents and related party receivables and other assets which are recorded at the corporate level.
Property, plant and equipment, accumulated depreciation and depreciation expense for the Partnership's reportable segments, excluding the investment in pipeline joint ventures segment, as of and for the three and six months ended June 30, 2022 were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Pipelines and Transportation | | Wholesale Marketing and Terminalling | | 3 Bear Operations | | Consolidated |
| Property, plant and equipment | $ | 633,165 | | | $ | 120,745 | | | $ | 387,912 | | | $ | 1,141,822 | |
| Less: accumulated depreciation | (221,461) | | | (65,095) | | | (1,427) | | | (287,983) | |
| Property, plant and equipment, net | $ | 411,704 | | | $ | 55,650 | | | $ | 386,485 | | | $ | 853,839 | |
| Depreciation expense for the three months ended June 30, 2022 | $ | 7,884 | | | $ | 2,603 | | | $ | 1,427 | | | $ | 11,914 | |
| Depreciation expense for the six months ended June 30, 2022 | $ | 15,821 | | | $ | 5,001 | | | $ | 1,427 | | | $ | 22,249 | |
In accordance with ASC 360, Property, Plant & Equipment, we evaluate the realizability of property, plant and equipment as events occur that might indicate potential impairment. There were no indicators of impairment of our property, plant and equipment as of June 30, 2022.
Note 12 - Income Taxes
For tax purposes, each partner of the Partnership is required to take into account its share of income, gain, loss and deduction in computing its federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. The taxable income reportable to each partner takes into account differences between the tax basis and fair market value of our assets, financial reporting bases of assets and liabilities, the acquisition price of such partner's units and the taxable income allocation requirements under our Partnership Agreement. The Partnership is not a taxable entity for federal income tax purposes. While most states do not impose an entity level tax on partnership income, the Partnership is subject to entity level tax in both Tennessee and Texas.
Note 13 - Commitments and Contingencies
Litigation
In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our financial statements. See "Crude Oil and Other Releases" below for discussion of an enforcement action.
Environmental, Health and Safety
We are subject to extensive federal, state and local environmental and safety laws and regulations enforced by various agencies, including the Environmental Protection Agency (the "EPA"), the United States Department of Transportation, the Occupational Safety and Health Administration, as well as numerous state, regional and local environmental, safety and pipeline agencies. These laws and regulations govern the discharge of materials into the environment, waste management practices and pollution prevention measures, as well as the safe operation of our pipelines and the safety of our workers and the public. Numerous permits or other authorizations are required under these laws and regulations for the operation of our terminals, pipelines, saltwells, trucks and related operations, and may be subject to revocation, modification and renewal.
These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters, which could include soil, surface water and groundwater contamination, air pollution, personal injury and property damage allegedly caused by substances which we may have handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we
| | |
20 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
may have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and we expect that there will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including the receipt and response to notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required to comply with existing and new requirements, as well as evolving interpretations and enforcement of existing laws and regulations.
Releases of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, or is not a reimbursable event under the Omnibus Agreement, subject us to substantial expenses, including costs to respond to, contain and remediate a release, to comply with applicable laws and regulations and to resolve claims by governmental agencies or other persons for personal injury, property damage, response costs, or natural resources damages.
Crude Oil and Other Releases
During the six months ended June 30, 2022, there were no significant releases.
In August 2021, a release of finished product from our Greenville pipeline occurred near Dixon, Texas (the "Greenville Dixon Release"). Cleanup operations, site maintenance and remediation on this release are currently on-going where such costs incurred as of June 30, 2022 totaled $3.9 million. The affected area is currently being treated to bring it to acceptable residential levels protective of groundwater. We believe additional costs associated with this release will be nominal.
On October 3, 2019, a release of diesel fuel involving one of our pipelines occurred near Sulphur Springs, Texas (the "Sulphur Springs Release"). Cleanup operations, site maintenance and remediation on this release have been completed with closure granted and ground water monitoring wells removed. We filed suit in January 2020 against a third party contractor, seeking damages related to this release; two related actions were filed in November and December 2020 by and against the contractor's insurance company seeking judgments related to insurance coverage. We have not received notification that any legal action with respect to fines and penalties will be pursued by the regulatory agencies.
For other releases that occurred in prior years, we have received regulatory closure or a majority of the cleanup and remediation efforts are substantially complete. We expect regulatory closure in 2022 for the release sites that have not yet received it and do not anticipate material costs associated with any fines or penalties or to complete activities that may be needed to achieve regulatory closure. Regulatory authorities could require additional remediation based on the results of our remediation efforts. We may incur additional expenses as a result of further scrutiny by regulatory authorities and continued compliance with laws and regulations to which our assets are subject. As of June 30, 2022, we have accrued a nominal amount for remediation and other such matters related to these releases.
Expenses incurred for the remediation of these crude oil and other releases are included in operating expenses in our condensed consolidated statements of income and comprehensive income. The majority of our releases have been subsequently reimbursed by Delek Holdings pursuant to the terms of the Omnibus Agreement, with the exception of the Sulphur Springs Release and the Greenville Dixon Release noted above as they are not covered under the Omnibus Agreement. Reimbursements are recorded as a reduction to operating expense. We do not believe the total costs associated with these events, whether alone or in the aggregate, including any fines or penalties and net of available insurance, indemnification or reimbursement, will have a material adverse effect upon our business, financial condition or results of operations.
During the three and six months ended June 30, 2022, we recorded $2.2 million of crude oil and other releases remediation expenses, net of reimbursable expenses. During the three and six months ended June 30, 2021, the crude oil and other releases remediation expenses, net of reimbursable costs, were immaterial.
Other Commitments
In connection with the Permian Gathering System Acquisition (formerly known as the Big Spring Gathering Acquisition), we agreed to expend $33.8 million to construct additional Receipt Points (the "Receipt Points") on our gathering pipeline at the request of Delek Holdings producers with which we have dedicated acreage agreements, to be owned and operated by the Partnership. Such Receipt Points, once completed, result in incremental pipeline revenues, subject to the minimum volume commitments and other terms of the throughput and deficiency commercial agreement with Delek Holdings, entered into in connection with this acquisition. As of June 30, 2022, the Partnership had no remaining commitments under the Receipt Point construction provision of the Permian Gathering System Acquisition agreement. Additionally, both Delek Holdings and the Partnership continue to identify and secure dedicated acreage and producer agreements that require construction of receipt points and also provide the opportunity for additional pipeline volumes, but that are not required under the original commitment. Related to these incremental agreements, the Partnership has begun construction or otherwise separately committed to construct receipt points where the estimated remaining costs to complete totaled $53.0 million as of June 30, 2022, all of which is expected to be expended during 2022.
| | |
21 | |
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 14 - Leases
We lease certain pipeline, transportation and compressor equipment. Certain of our easements and rights-of-way are also subject to operating lease accounting. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.
Our leases do not have any outstanding renewal options. Certain leases also include options to purchase the leased equipment.
Certain of our lease agreements include rates based on equipment usage and others include rate inflationary indices based increases. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The following table presents additional information related to our operating leases in accordance ASC 842:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| (in thousands) | 2022 | | 2021 | | 2022 | | 2021 |
Lease Cost (1) |
| Operating lease cost | $ | 3,320 | | | $ | 3,365 | | | $ | 5,961 | | | $ | 6,109 | |
| Short-term lease cost | 792 | | | 631 | | | 1,111 | | | 778 | |
| Variable lease costs | 267 | | | — | | | 1,203 | | | — | |
| Total lease cost | $ | 4,379 | | | $ | 3,996 | | | $ | 8,275 | | | $ | 6,887 | |
| | | | | | | |
| Other Information |
| Cash paid for amounts included in the measurement of lease liabilities | | | | | | | |
| Operating cash flows from operating leases | $ | (3,320) | | | $ | (3,365) | | | $ | (5,961) | | | $ | (6,109) | |
| Leased assets obtained in exchange for new operating lease liabilities | $ | 8,433 | | | $ | 5,359 | | | $ | 8,433 | | | $ | 5,359 | |
| | | | | | | |
| | | | | | | |
| | | Six Months Ended June 30, |
| | | | | 2022 | | 2021 |
| | | | | | | |
| Weighted-average remaining lease term (years) for operating leases | | | | | 3.4 | | 3.5 |
Weighted-average discount rate (2) operating leases | | | | | 5.9 | % | | 5.9 | % |
| Weighted-average remaining lease term (years) for financing lease | | | | | 1.6 | | 2.7 |
Weighted-average discount rate (2) financing lease | | | | | 1.9 | % | | 1.8 | % |
(1) Includes an immaterial amount of financing lease.
(2)Our discount rate is primarily based on our incremental borrowing rate in accordance with ASC 842.
Note 15 - Subsequent Events
Distribution Declaration
On July 25, 2022, our general partner's board of directors declared a quarterly cash distribution of $0.985 per common limited partner unit, payable on August 11, 2022, to unitholders of record on August 4, 2022.
| | |
22 | |