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Form 8-K Delek Logistics Partners For: Nov 04

November 5, 2014 6:03 AM


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

Date of Report (Date of earliest event reported): November 4, 2014

DELEK LOGISTICS PARTNERS, LP
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction
of incorporation)
001-35721
(Commission File Number)
45-5379027
(IRS Employer
Identification No.)


7102 Commerce Way
Brentwood, Tennessee
(Address of principal executive offices)

37027
(Zip Code)

Registrant's telephone number, including area code: (615) 771-6701

Not Applicable
(Former name or former address, 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 (see General Instruction A.2 below):

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))







Item 2.02����Results of Operations and Financial Condition

On November 4, 2014, Delek Logistics Partners, LP (the Partnership) announced its financial results for the quarter ended September�30, 2014. 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 of Form 8-K. The information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01����Financial Statements and Exhibits

(d)
Exhibits.

99.1
Press release of Delek Logistics Partners, LP issued on November 4, 2014.








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.


Dated: November 4, 2014
Delek Logistics Partners, LP
By:
Delek Logistics GP, LLC
Its General Partner
By:
/s/ Assaf Ginzburg
Assaf Ginzburg
Director, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)









EXHIBIT INDEX

Exhibit No.����Description

99.1��������Press release of Delek Logistics Partners, LP issued on November 4, 2014.




Delek Logistics Partners, LP Reports
Third Quarter 2014 Results

"
EBITDA increased 28% year-over-year to $21.2 million
"
Acquired logistics assets in east Texas in October
"
Declared third quarter distribution per LP unit increased 21% year over year

BRENTWOOD, Tenn., Nov. 4, 2014 (BUSINESS WIRE) -- Delek Logistics Partners, LP (NYSE: DKL) ("Delek Logistics") today announced its financial results for the third quarter 2014. For the three months ended September�30, 2014, Delek Logistics reported net income attributable to all partners of $15.1 million, or $0.59 per diluted limited partner unit. This compares to net income attributable to all partners of $12.5 million, or $0.51 per diluted limited partner unit in the third quarter 2013. Distributable cash flow was $17.7 million in the third quarter 2014, compared to $13.4 million in the prior-year period.

Uzi Yemin, Chairman and Chief Executive Officer of Delek Logistics' general partner, remarked: We increased our distributable cash flow by approximately 32% on a year-over-year basis as our results benefited from increased volumes in our Lion Pipeline System, improved margins in the west Texas wholesale business and acquisitions we have completed over the past year."

Yemin continued, "We are in the process of improving the efficiency of our Tyler, Texas terminal and we purchased our third terminal in east Texas in October. These steps will allow us to better support the expected Delek US expansion of its Tyler refinery that Delek US anticipates to be completed in the first quarter 2015. We believe we are on track to meet our previously discussed goal from the second quarter to add approximately $25 million to $35 million of annual incremental EBITDA to our operations by the end of the first quarter 2015, which includes an anticipated increase in EBITDA from the Paline pipeline in 2015. Our distributable cash flow coverage ratio was 1.4 times for the third quarter and we believe we have the financial flexibility to support continued growth in both our operations and distributions going forward."

Distribution and Liquidity Update

On October 24, 2014, Delek Logistics declared a quarterly cash distribution for the third quarter of approximately $12.4 million, or $0.490 per limited partner unit. This distribution, which is payable on November 14, 2014, equates to $1.96 per limited partner unit on an annualized basis. This represents a 3.2 percent increase from the second quarter 2014 distribution of $0.475 per limited partner unit, or $1.90 per limited partner unit on an annualized basis, and a 21.0 percent increase over Delek Logistics third quarter 2013 distribution of $0.405 per limited partner unit, or $1.62 per limited partner unit annualized.

As of September�30, 2014, Delek Logistics had a cash balance of $0.7 million and total debt was $230.0 million. Availability under the $400.0 million credit facility was $157.0 million.

Financial Results

Results in the third quarter 2014 benefited from several acquisitions that were completed during the past year. Additional information regarding the acquisitions is discussed in the segment review. For accounting purposes, the expenses from operations prior to the Tyler and El Dorado tank farm and product terminal acquisitions in late July 2013 and February 2014, respectively, are attributed to their respective predecessor periods. For purposes of comparison, results discussed in the text of this press release exclude predecessor costs during the respective periods. However, these costs are shown in the financial statements and a



reconciliation is provided in the tables attached to this release.

Revenue for the third quarter 2014 was $228.0 million and contribution margin was $23.7 million, which compares to revenue of $243.3 million and a contribution margin of $18.4 million in the third quarter 2013. Total operating expenses were $10.2 million compared to $6.6 million in the third quarter 2013. Operating expenses increased year-over-year primarily due to acquisitions and employee related expenses. General and administrative expenses, which were $2.5 million for the third quarter 2014, compared to $1.8 million in the prior-year period, increased primarily due to acquisitions. For the third quarter 2014, earnings before interest, taxes, depreciation and amortization, (EBITDA) was $21.2 million, which is an increase from $16.6 million in the prior year period. On a sequential basis, overall financial performance declined from a record level in the second quarter 2014 primarily due to a lower gross margin per barrel in the west Texas business.

Wholesale Marketing and Terminalling Segment

Contribution margin for the Wholesale Marketing and Terminalling segment was $8.6 million in the third quarter 2014, compared to $7.7 million in the third quarter 2013.

In west Texas, throughput was 17,923 barrels per day compared to 18,966 barrels per day in the third quarter 2013. However, the wholesale gross margin per barrel in west Texas increased on a year-over-year basis to $2.20 and included approximately $1.2 million, or $0.74 per barrel from renewable identification numbers (RINs) generated in the quarter. During the third quarter 2013, the wholesale gross margin per barrel was $1.63 and included $2.0 million from RINs, or $1.13 per barrel. On a sequential basis, the gross margin per barrel declined from a record level of $6.52 in the second quarter 2014 as a refinery in the area returned to production after a turnaround performed during the second quarter 2014, resulting in a less favorable supply/demand balance in the third quarter 2014.

The Tyler, Texas terminal purchased in late July 2013, the North Little Rock, Arkansas terminal purchased in October 2013 and the El Dorado, Arkansas terminal purchased in February 2014, also contributed to this increase in contribution margin from the third quarter 2013. Terminalling throughput volume of 95,024 barrels per day during the quarter increased on a year-over-year basis from 74,024 barrels per day in the third quarter 2013. During the third quarter 2014, volume under the east Texas marketing agreement with Delek US was 59,659 barrels per day compared to 61,698 barrels per day during the third quarter 2013.

Pipelines and Transportation Segment

The Pipeline and Transportation segment's third quarter 2014 contribution margin of $15.1 million improved from $10.8 million in the third quarter 2013. This increase is primarily attributed to storage fees associated with the El Dorado tank farm purchased in February 2014 and the Tyler tank farm purchased in late July 2013. Also, volumes on the Lion Pipeline System were higher on a year-over-year basis as Delek US' El Dorado refinery increased throughput following the turnaround that it completed during the first quarter 2014. Crude oil (non-gathered) transported on the Lion Pipeline system increased to 57,254 barrels per day in the third quarter 2014 from 47,675 barrels per day in the prior year period. Refined product volume on this system experienced a similar increase.

Recent Acquisitions
On October 1, 2014 an affiliate of Delek Logistics purchased a set of logistics assets from affiliates of Magellan Midstream Partners, L.P. for $11.1 million in cash, including $1.1 million of inventory. These assets include a light products terminal in Mount Pleasant, Texas, a light products storage facility in Greenville, Texas, and a pipeline connecting these two locations. The transaction was financed with cash on hand and



borrowings under Delek Logistics revolving credit facility. By the end of 2015, these assets are expected to achieve annualized earnings before interest, taxes, depreciation and amortization (EBITDA) of approximately $1.4 million.



Third Quarter 2014 Results | Conference Call Information

Delek Logistics will hold a conference call to discuss its third quarter 2014 results on November 5, 2014 at 9:00 a.m. Central Time. Investors will have the opportunity to listen to the conference call live by going to www.DelekLogistics.com. Participants are encouraged to register at least 15 minutes early to download and install any necessary software. For those who cannot listen to the live broadcast, a telephonic replay will be available through February 6, 2015 by dialing (855) 859-2056, passcode 17066617. An archived version of the replay will also be available at www.DelekLogistics.com for 90 days.

Investors may also wish to listen to Delek US (NYSE: DK) third quarter 2014 earnings conference call on November 6, 2014 and review Delek US earnings press release. Market trends and information disclosed by Delek US may be relevant to Delek Logistics, as it is a consolidated subsidiary of Delek US. Investors can find information related to Delek US and the timing of its earnings release online by going to www.DelekUS.com.

About Delek Logistics Partners, LP

Delek Logistics Partners, LP, headquartered in Brentwood, Tennessee, was formed by Delek US Holdings, Inc. (NYSE: DK) to own, operate, acquire and construct crude oil and refined products logistics and marketing assets.

Safe Harbor Provisions Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of 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 substantial majority of Delek Logistics' contribution margin is derived from Delek US Holdings, thereby subjecting us to Delek US Holdings' business risks; risks relating to the securities markets generally; risks relating to the age of our assets and operational hazards of our assets including, without limitation, 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 business of Delek Logistics; 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. There can be no assurance that actual results will not differ from those expected by management or described in forward-looking statements of Delek Logistics. Delek Logistics undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or which Delek Logistics becomes aware of, after the date hereof.

Factors Affecting Comparability:

The following tables present financial and operational information for the three and nine months ended September 30, 2014 and 2013. On July 26, 2013, Delek Logistics acquired from Delek US substantially all of the active storage tanks and the product terminal at Delek US' Tyler, Texas refinery (the "Tyler Assets"). On February 10, 2014, Delek Logistics acquired substantially all of the active storage tanks and product terminal located at Delek US' El Dorado refinery (the "El Dorado Assets"). Both the Tyler Assets and El Dorado Assets were accounted for as transfers between entities under common control. Accordingly, the accompanying financial statements of the Partnership have been retrospectively adjusted to include the historical results of the Tyler Assets and El Dorado Assets. For all periods presented through July 26, 2013, the date of the Tyler Asset acquisition, and February 10, 2014, the acquisition date of the El Dorado Assets,



the retrospective adjustments were made to the financial statements. The historical results of the Tyler and El Dorado assets, prior to each acquisition date, are referred to as the "Predecessors".

Non-GAAP Disclosures:
EBITDA and distributable cash flow are non-U.S. GAAP supplemental financial measures that management and external users of our combined financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:
����
"
Delek Logistics' operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of EBITDA, financing methods;
"
the ability of our assets to generate sufficient cash flow to make distributions to Delek Logistics' unitholders;
"
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.

Delek Logistics believes that the presentation of EBITDA and distributable cash flow provide useful information to investors in assessing its financial condition, its results of operations and cash flow its business is generating. EBITDA and distributable cash flow should not be considered as alternatives to net income, operating income, cash from operations or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all items that affect net income and net cash provided by operating activities. Additionally, because EBITDA and distributable cash flow may be defined differently by other partnerships in its industry, Delek Logistics' definitions of EBITDA and distributable cash flow may not be comparable to similarly titled measures of other partnerships, thereby diminishing their utility. Please see the tables below for a reconciliation of EBITDA and distributable cash flow to their most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.















Delek Logistics Partners, LP
Reconciliation of Amounts Reported Under U.S. GAAP
Three Months Ended September 30,
Nine Months Ended September 30,
($ in thousands)
2014
2013(2)
2014 (1)
2013 (2)
Reconciliation of EBITDA to net income:
Net income
$
15,085

$
9,485

$
50,568

$
23,329

Add:
Income taxes
177

307

605

547

Depreciation and amortization
3,749

3,141

10,758

9,966

Interest expense, net
2,226

1,194

6,551

2,763

EBITDA
$
21,237

$
14,127

$
68,482

$
36,605

Reconciliation of EBITDA to net cash provided by operating activities:
Net cash provided by operating activities
$
20,129

$
17,397

$
64,929

$
29,611

Amortization of unfavorable contract liability to revenue
668

622

2,002

1,956

Amortization of deferred financing costs
(317
)
(187
)
(951
)
(560
)
Accretion of asset retirement obligations
(58
)
(20
)
(267
)
(169
)
Deferred taxes
(29
)
(59
)
(81
)
(42
)
Loss on asset disposals




(74
)


Unit-based compensation expense
(75
)
(68
)
(196
)
(179
)
Changes in assets and liabilities
(1,484
)
(5,059
)
(4,036
)
2,678

Income tax expense
177

307

605

547

Interest expense, net
2,226

1,194

6,551

2,763

EBITDA
$
21,237

$
14,127

$
68,482

$
36,605

Reconciliation of distributable cash flow to EBITDA:
EBITDA
$
21,237

$
14,127

$
68,482

$
36,605

Less: Cash interest expense, net
1,909

1,008

5,600

2,203

Less: Maintenance and regulatory capital expenditures
477

2,280

2,074

7,526

Less: Capital improvement expenditures
350

421

686

2,314

Add: Reimbursement from Delek for capital expenditures






463

Less: Income tax expense
177

307

605

547

Add: Non-cash unit-based compensation expense
75

68

196

179

Less: Amortization of deferred revenue
77

77

230

154

Less: Amortization of unfavorable contract liability
668

622

2,002

1,956

Distributable cash flow
$
17,654

$
9,480

$
57,481

$
22,547

(1) The information presented includes the results of operations of the El Dorado Predecessor. Prior to the El Dorado acquisition on February 10, 2014, the El Dorado Predecessor did not record revenues for intercompany terminalling and storage services.

(2) The information presented includes the results of operations of the Tyler and El Dorado Predecessors. Prior to the Tyler acquisition on July 26, 2013 and the El Dorado acquisition on February 10, 2014, the Predecessors did not record revenues for intercompany terminalling and storage services.







Delek Logistics Partners, LP
Reconciliation of Amounts Reported Under U.S. GAAP
($ in thousands)
Delek Logistics Partners, LP
El Dorado Terminal and Tank Assets (1) 1/1/2014-2/10/2014
Nine Months Ended September 30, 2014
El Dorado Predecessor
Reconciliation of EBITDA to net income:
Net income (loss)
$
51,511

$
(943
)
$
50,568

Add:
Income tax expense
605



605

Depreciation and amortization
10,644

114

10,758

Interest expense, net
6,551



6,551

EBITDA
$
69,311

$
(829
)
$
68,482

Reconciliation of EBITDA to net cash provided by (used in) operating activities:
Net cash provided by (used in) operating activities
$
65,758

$
(829
)
$
64,929

Amortization of unfavorable contract liability to revenue
2,002



2,002

Amortization of debt issuance costs
(951
)


(951
)
Accretion of asset retirement obligations
(273
)
6

(267
)
Deferred taxes
(81
)


(81
)
Loss on asset disposals
(74
)


(74
)
Unit-based compensation expense
(196
)


(196
)
Changes in assets and liabilities
(4,030
)
(6
)
(4,036
)
Income tax expense
605



605

Interest expense, net
6,551



6,551

EBITDA
$
69,311

$
(829
)
$
68,482

Reconciliation of distributable cash flow to EBITDA:
EBITDA
$
69,311

$
(829
)
$
68,482

Less: Cash interest expense, net
5,600



5,600

Less: Maintenance and regulatory capital expenditures
1,990

84

2,074

Less: Capital improvement expenditures
593

93

686

Add: Reimbursement from Delek for capital expenditures






Less: Income tax expense
605



605

Add: Non-cash unit-based compensation expense
196



196

Less: Amortization of deferred revenue
230



230

Less: Amortization of unfavorable contract liability
2,002



2,002

�����Distributable cash flow
$
58,487

$
(1,006
)
$
57,481

(1) The information presented is for the nine months ended September 30, 2014, disaggregated to present the results of operations of the El Dorado Predecessor. Prior to the completion of the El Dorado acquisition on February 10, 2014, the El Dorado Predecessor did not record revenues for intercompany terminalling and storage services.








Delek Logistics Partners, LP
Reconciliation of Amounts Reported Under U.S. GAAP
Delek Logistics Partners, LP
Tyler Terminal and Tank Assets (1)
El Dorado Terminal and Tank Assets (1)
Three Months Ended September 30, 2013
($ in thousands)
Tyler Predecessor
El Dorado Predecessor
Reconciliation of EBITDA to net income:
Net income (loss)
$
12,545

$
(1,159
)
$
(1,901
)
$
9,485

Add:
Income tax expense
307





307

Depreciation and amortization
2,600

244

297

3,141

Interest expense, net
1,194





1,194

EBITDA
$
16,646

$
(915
)
$
(1,604
)
$
14,127

Reconciliation of EBITDA to net cash from operating activities:
Net cash provided by (used in) operating activities
$
19,907

$
(908
)
$
(1,602
)
$
17,397

Amortization of unfavorable contract liability to revenue
622





622

Amortization of deferred financing costs
(187
)




(187
)
Accretion of asset retirement obligations
(10
)
(8
)
(2
)
(20
)
Deferred taxes
(59
)




(59
)
Unit-based compensation expense
(68
)




(68
)
Changes in assets and liabilities
(5,060
)
1



(5,059
)
Income tax expense
307





307

Interest expense, net
1,194





1,194

EBITDA
$
16,646

$
(915
)
$
(1,604
)
$
14,127

Reconciliation of distributable cash flow to EBITDA:
EBITDA
$
16,646

$
(915
)
$
(1,604
)
$
14,127

Less: Cash interest expense, net
1,008





1,008

Less: Maintenance and regulatory capital expenditures
1,195

227

858

2,280

Less: Capital improvement expenditures
93

66

262

421

Add: Reimbursement from Delek for capital expenditures








Less: Income tax expense
307





307

Add: Non-cash unit-based compensation expense
68





68

Less: Amortization of deferred revenue
77





77

Less: Amortization of unfavorable contract liability
622





622

�����Distributable cash flow
$
13,412

$
(1,208
)
$
(2,724
)
$
9,480

(1) The information presented is for the three months ended September 30, 2013, disaggregated to present the results of operations of the Partnership and the Tyler and El Dorado Predecessors. Prior to the completion of the Tyler acquisition on July 26, 2013 and the El Dorado acquisition on February 10, 2014, the Predecessors did not record revenues for intercompany terminalling and storage services.



Delek Logistics Partners, LP
Reconciliation of Amounts Reported Under U.S. GAAP

Delek Logistics Partners, LP

Tyler Terminal and Tank Assets (1)

El Dorado Terminal and Tank Assets (1)

Nine Months Ended September 30, 2013








($ in thousands)



Tyler Predecessor

El Dorado Predecessor


Reconciliation of EBITDA to net income:








Net income (loss)

$
36,505


$
(6,853
)

$
(6,323
)

$
23,329

Add:

Income tax expense

547








547

Depreciation and amortization

7,324


1,750


892


9,966

Interest expense, net

2,763








2,763

EBITDA

$
47,139


$
(5,103
)

$
(5,431
)

$
36,605










Reconciliation of EBITDA to net cash from operating activities:








Net cash provided by (used in) operating activities

$
40,540


$
(5,056
)

$
(5,873
)

$
29,611

Amortization of unfavorable contract liability to revenue

1,956








1,956

Amortization of deferred financing costs

(560
)







(560
)
Accretion of asset retirement obligations

(108
)

(55
)

(6
)

(169
)
Deferred taxes

(42
)







(42
)
Unit-based compensation expense

(179
)







(179
)
Changes in assets and liabilities

2,222


8


448


2,678

Income tax expense

547








547

Interest expense, net

2,763








2,763

EBITDA

$
47,139


$
(5,103
)

$
(5,431
)

$
36,605










Reconciliation of distributable cash flow to EBITDA:








EBITDA

$
47,139


$
(5,103
)

$
(5,431
)

$
36,605

Less: Cash interest expense, net

2,203








2,203

Less: Maintenance and regulatory capital expenditures

2,988


3,132


1,406


7,526

Less: Capital improvement expenditures

630


1,130


554


2,314

Add: Reimbursement from Delek for capital expenditures

463








463

Less: Income tax expense

547








547

Add: Non-cash unit-based compensation expense

179








179

Less: Amortization of deferred revenue

154








154

Less: Amortization of unfavorable contract liability

1,956








1,956

�����Distributable cash flow

$
39,303


$
(9,365
)

$
(7,391
)

$
22,547










(1) The information presented is for the nine months ended September 30, 2013, disaggregated to present the results of operations of the Partnership and the Tyler and El Dorado Predecessors. Prior to the completion of the Tyler acquisition on July 26, 2013 and the El Dorado acquisition on February 10, 2014, the Predecessors did not record revenues for intercompany terminalling and storage services.






Delek Logistics Partners, LP
Condensed Consolidated Balance Sheets (Unaudited)
September 30,
December 31,
2014
2013 (1)
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents
$
733

$
924

���Accounts receivable
39,534

28,976

Inventory
9,825

17,512

��Deferred tax assets
12

12

Other current assets
700

341

Total current assets
50,804

47,765

Property, plant and equipment:


Property, plant and equipment
267,421

265,388

Less: accumulated depreciation
(49,318
)
(39,566
)
Property, plant and equipment, net
218,103

225,822

Goodwill
11,654

10,454

Intangible assets, net
11,587

12,258

Other non-current assets
4,024

5,045

Total assets
$
296,172

$
301,344

LIABILITIES AND EQUITY


Current liabilities:


Accounts payable
$
23,670

$
26,045

Accounts payable to related parties
9,486

1,513

Fuel and other taxes payable
5,562

5,700

Accrued expenses and other current liabilities
7,099

6,451

Total current liabilities
45,817

39,709

Non-current liabilities:


Revolving credit facility
230,000

164,800

Asset retirement obligations
3,260

3,087

Deferred tax liabilities
405

324

Other non-current liabilities
5,411

6,222

Total non-current liabilities
239,076

174,433

Equity:


Predecessor division equity


25,161

Common unitholders - public; 9,384,589 units issued and outstanding at September 30, 2014 (9,353,240 at December 31, 2013)
191,479

183,839

Common unitholders - Delek; 2,799,258 units issued and outstanding at September 30, 2014 (2,799,258 at December 31, 2013)
(242,788
)
(176,680
)
Subordinated unitholders - Delek; 11,999,258 units issued and outstanding at September 30, 2014 (11,999,258 at December 31, 2013)
69,243

59,386

General partner - Delek; 493,533 units issued and outstanding at September 30, 2014 (492,893 at December 31, 2013)
(6,655
)
(4,504
)
Total equity
11,279

87,202

Total liabilities and equity
$
296,172

$
301,344

(1) Includes the historical balances of the El Dorado Terminal and Tank Assets.








Delek Logistics Partners, LP
Condensed Consolidated Statements of Income (Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2014
2013(2)
2014 (1)
2013 (2)
(In thousands, except unit and per unit data)
Net sales
$
228,036

$
243,295

$
667,906

$
684,331

Operating costs and expenses:
Cost of goods sold
194,133

218,222

562,916

614,048

Operating expenses
10,213

8,973

29,076

27,982

General and administrative expenses
2,453

1,973

7,358

5,696

Depreciation and amortization
3,749

3,141

10,758

9,966

Loss on asset disposals




74



Total operating costs and expenses
210,548

232,309

610,182

657,692

Operating income
17,488

10,986

57,724

26,639

Interest expense, net
2,226

1,194

6,551

2,763

Net income before income tax expense
15,262

9,792

51,173

23,876

Income tax expense
177

307

605

547

Net income
$
15,085

$
9,485

$
50,568

$
23,329

Less: Loss attributable to Predecessors


(3,060
)
(943
)
(13,176
)
Net income attributable to partners
15,085

12,545

51,511

36,505

Comprehensive income attributable to partners
$
15,085

$
12,545

$
51,511

$
36,505

Less: General partner's interest in net income, including incentive distribution rights
(598
)
(250
)
(1,511
)
(729
)
Limited partners' interest in net income
$
14,487

$
12,295

$
50,000

$
35,776

Net income per limited partner unit:
Common units - (basic)
$
0.60

$
0.51

$
2.07

$
1.49

Common units - (diluted)
$
0.59

$
0.51

$
2.05

$
1.48

Subordinated units - Delek (basic and diluted)
$
0.60

$
0.51

$
2.07

$
1.49

Weighted average limited partner units outstanding:
Common units - basic
12,183,847

12,036,821

12,165,474

12,014,445

Common units - diluted
12,327,321

12,188,342

12,299,963

12,152,657

Subordinated units - Delek (basic and diluted)
11,999,258

11,999,258

11,999,258

11,999,258

Cash distribution per limited partner unit
$
0.490

$
0.405

$
1.390

$
1.185


(1) The information presented includes the results of operations of the El Dorado Predecessor. Prior to the completion of the El Dorado acquisition on February 10, 2014, the El Dorado Predecessor did not record revenues for intercompany terminalling and storage services.

(2) Adjusted to include the historical results of the El Dorado Terminal and Tank Assets.








Delek Logistics Partners, LP
Consolidated Statements of Income (Unaudited)
Reconciliation of Partnership to Predecessor
Delek Logistics Partners, LP
El Dorado Terminal and Tank Assets (1) 1/1/2014-2/10/2014
Nine Months Ended September 30, 2014
El Dorado Predecessor
(In thousands)
Net Sales
$
667,906

$


$
667,906

Operating costs and expenses:
���Cost of goods sold
562,916



562,916

���Operating expenses
28,293

783

29,076

���General and administrative expenses
7,312

46

7,358

���Depreciation and amortization
10,644

114

10,758

���Loss on asset disposals
74



74

�����Total operating costs and expenses
609,239

943

610,182

���Operating income (loss)
58,667

(943
)
57,724

Interest expense, net
6,551



6,551

Net income (loss) before income tax expense
52,116

(943
)
51,173

Income tax expense
605



605

Net income (loss)
$
51,511

$
(943
)
$
50,568

��Less: Loss attributable to Predecessors


(943
)
(943
)
Net income attributable to partners
$
51,511

$


$
51,511

(1) The information presented is a summary of our results of operations for the nine months ended September 30, 2014, disaggregated to present the results of operations of the El Dorado Predecessor. Prior to the completion of the El Dorado acquisition on February 10, 2014, the El Dorado Predecessor did not record revenues for intercompany terminalling and storage services.





Delek Logistics Partners, LP
Consolidated Statements of Income (Unaudited)
Reconciliation of Partnership to Predecessor
Delek Logistics Partners, LP
Tyler Terminal and Tank Assets (1)
El Dorado Terminal and Tank Assets (1)
Three Months Ended September 30, 2013
Tyler Predecessor
El Dorado Predecessor
(In thousands)
Net Sales
$
243,295

$


$


$
243,295

Operating costs and expenses:
���Cost of goods sold
218,222





218,222

���Operating expenses
6,645

829

1,499

8,973

���General and administrative expenses
1,782

86

105

1,973

���Depreciation and amortization
2,600

244

297

3,141

�����Total operating costs and expenses
229,249

1,159

1,901

232,309

���Operating income (loss)
14,046

(1,159
)
(1,901
)
10,986

Interest expense, net
1,194





1,194

Net income (loss) before income tax expense
12,852

(1,159
)
(1,901
)
9,792

Income tax expense
307





307

Net income (loss)
$
12,545

$
(1,159
)
$
(1,901
)
$
9,485

��Less: Loss attributable to Predecessors


(1,159
)
(1,901
)
(3,060
)
Net income attributable to partners
$
12,545

$


$


$
12,545

(1) The information presented is a summary of our results of operations for the three months ended September 30, 2013, disaggregated to present the results of operations of the Tyler and the El Dorado Predecessors. Prior to the completion of the Tyler acquisition on July 26, 2013 and the El Dorado acquisition on February 10, 2014, the Predecessors did not record revenues for intercompany terminalling and storage services.




Delek Logistics Partners, LP
Consolidated Statements of Income (Unaudited)
Reconciliation of Partnership to Predecessor
Delek Logistics Partners, LP
Tyler Terminal and Tank Assets (1)
El Dorado Terminal and Tank Assets (1)
Nine Months Ended September 30, 2013
Tyler Predecessor
El Dorado Predecessor
(In thousands)
Net Sales
$
684,331

$


$


$
684,331

Operating costs and expenses:
���Cost of goods sold
614,048





614,048

���Operating expenses
18,574

4,501

4,907

27,982

���General and administrative expenses
4,570

602

524

5,696

���Depreciation and amortization
7,324

1,750

892

9,966

�����Total operating costs and expenses
644,516

6,853

6,323

657,692

���Operating income (loss)
39,815

(6,853
)
(6,323
)
26,639

Interest expense, net
2,763





2,763

Other expenses
Net income (loss) before income tax expense
37,052

(6,853
)
(6,323
)
23,876

Income tax expense
547





547

Net income (loss)
$
36,505

$
(6,853
)
$
(6,323
)
$
23,329

��Less: Loss attributable to Predecessors


(6,853
)
(6,323
)
(13,176
)
Net income attributable to partners
$
36,505

$


$


$
36,505

(1) The information presented is a summary of our results of operations for the nine months ended September 30, 2013, disaggregated to present the results of operations of the Tyler and the El Dorado Predecessors. Prior to the completion of the Tyler acquisition on July 26, 2013 and the El Dorado acquisition on February 10, 2014, the Predecessors did not record revenues for intercompany terminalling and storage services.





Delek Logistics Partners, LP
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Nine Months Ended September 30,
2014 (1)
2013 (2)
Cash Flow Data
Net cash provided by operating activities
$
64,929

$
29,611

Net cash used in investing activities
(2,760
)
(15,562
)
Net cash used in financing activities
(62,360
)
(30,789
)
Net decrease in cash and cash equivalents
$
(191
)
$
(16,740
)
(1) Includes the historical cash flows of the El Dorado Terminal and Tank Assets.
(2) Adjusted to include the historical cash flows of the El Dorado Terminal and Tank Assets.





















����



Delek Logistics Partners, LP
Segment Data (unaudited)
�(In thousands)
Three Months Ended September 30, 2014
Pipelines & Transportation
Wholesale Marketing & Terminalling
Consolidated
Net sales
$
23,767

$
204,269

$
228,036

Operating costs and expenses:
Cost of goods sold
1,011

193,122

194,133

Operating expenses
7,676

2,537

10,213

Segment contribution margin
$
15,080

$
8,610

23,690

General and administrative expense
2,453

Depreciation and amortization
3,749

Operating income
$
17,488

Total Assets
$
221,393

$
74,779

$
296,172

Capital spending
Regulatory and Maintenance capital spending
$
362

$
115

$
477

Discretionary capital spending
142

208

350

Total capital spending
$
504

$
323

$
827


Three Months Ended September 30, 2013�(1) ����������������
Pipelines & Transportation
Wholesale Marketing & Terminalling
Consolidated
Net sales
$
15,743

$
227,552

$
243,295

Operating costs and expenses:
Cost of goods sold


218,222

218,222

Operating expenses
7,012

1,961

8,973

Segment contribution margin
$
8,731

$
7,369

16,100

General and administrative expense
1,973

Depreciation and amortization
3,141

Operating income
$
10,986

Total assets
$
187,673

$
125,350

$
313,023

Capital spending
Regulatory and Maintenance capital spending
$
1,797

$
484

$
2,281

Discretionary capital spending
387

33

420

Total capital spending (2)
$
2,184

$
517

$
2,701

(1) The information presented includes the results of operations of our Predecessors. Prior to the Tyler acquisition and the El Dorado acquisition, our Predecessors did not record revenues for intercompany terminalling and storage services.
(2) Capital spending includes expenditures of $1.4 million incurred in connection with the assets acquired in the Tyler and El Dorado acquisitions.



Delek Logistics Partners, LP
Segment Data (Unaudited)
�(In thousands)
Three Months Ended September 30, 2013
Pipelines & Transportation
Delek Logistics Partners, LP
Predecessor - Tyler Storage Tank Assets
Predecessor - El Dorado Storage Tank Assets
Three Months Ended September 30, 2013
Net Sales
$
15,743

$


$


$
15,743

Operating costs and expenses:
���Cost of goods sold








���Operating expenses
4,984

676

1,352

7,012

Segment contribution margin
$
10,759

$
(676
)
$
(1,352
)
$
8,731

Total capital spending
$
772

$
293

$
1,119

$
2,184



Three Months Ended September 30, 2013
Wholesale Marketing & Terminalling
Delek Logistics Partners, LP
Predecessor - Tyler Terminal Assets
Predecessor - El Dorado Terminal Assets
Three Months Ended September 30, 2013
Net Sales
$
227,552

$


$


$
227,552

Operating costs and expenses:
���Cost of goods sold
218,222





218,222

���Operating expenses
1,661

153

147

1,961

Segment contribution margin
$
7,669

$
(153
)
$
(147
)
$
7,369

Total capital spending
$
517

$
(1
)
$
1

$
517

































Delek Logistics Partners, LP
Segment Data (unaudited)
�(In thousands)
Nine Months Ended September 30, 2014 (1)
Pipelines & Transportation
Wholesale Marketing & Terminalling
Consolidated
Net sales
$
65,957

$
601,949

$
667,906

Operating costs and expenses:
Cost of goods sold
3,267

559,649

562,916

Operating expenses
22,420

6,656

29,076

Segment contribution margin
$
40,270

$
35,644

75,914

General and administrative expense
7,358

Depreciation and amortization
10,758

Loss (gain) on disposal of assets
74

Operating income
$
57,724

Capital spending
Regulatory and Maintenance capital spending
$
1,335

$
739

$
2,074

Discretionary capital spending
319

367

686

Total capital spending�(2)
$
1,654

$
1,106

$
2,760

(1) The information presented includes the results of operations of the El Dorado Predecessor. Prior to the El Dorado acquisition, the El Dorado Predecessor did not record revenues for intercompany terminalling and storage services.
(2) Capital spending includes expenditures of $0.2 million incurred in connection with the assets acquired in the El Dorado acquisition.
Nine Months Ended September 30, 2013�(1) ����������������
Pipelines & Transportation
Wholesale Marketing & Terminalling
Consolidated
Net sales
$
43,008

$
641,323

$
684,331

Operating costs and expenses:
Cost of goods sold


614,048

614,048

Operating expenses
22,490

5,492

27,982

Segment contribution margin
$
20,518

$
21,783

42,301

General and administrative expense
5,696

Depreciation and amortization
9,966

Loss (gain) on disposal of assets


Operating income
$
26,639

Capital spending
Regulatory and Maintenance capital spending
$
5,999

$
1,526

$
7,525

Discretionary capital spending
2,243

72

2,315

Total capital spending (2)
$
8,242

$
1,598

$
9,840

(1)The information presented includes the results of operations of our Predecessors. Prior to the Tyler acquisition and the El Dorado acquisition, our Predecessors did not record revenues for intercompany terminalling and storage services.
(2) Capital spending includes expenditures of $6.2 million incurred in connection with the assets acquired in the Tyler and El Dorado acquisition.



Delek Logistics Partners, LP
Segment Data (Unaudited)
�(In thousands)
Nine Months Ended September 30, 2014
Pipelines & Transportation
Delek Logistics Partners, LP
Predecessor - El Dorado Storage Tank Assets 1/1/2014 - 2/10/2014
Nine Months Ended September 30, 2014
Net Sales
$
65,957

$


$
65,957

Operating costs and expenses:
���Cost of goods sold
3,267



3,267

���Operating expenses
21,739

681

22,420

Segment contribution margin
$
40,951

$
(681
)
$
40,270

Total capital spending
$
1,441

$
213

$
1,654


Nine Months Ended September 30, 2014
Wholesale Marketing & Terminalling
Delek Logistics Partners, LP
Predecessor - El Dorado Terminal Assets 1/1/2014 - 2/10/2014
Nine Months Ended September 30, 2014
Net Sales
$
601,949

$


$
601,949

Operating costs and expenses:
���Cost of goods sold
559,649



559,649

���Operating expenses
6,554

102

6,656

Segment contribution margin
$
35,746

$
(102
)
$
35,644

Total capital spending
$
1,142

$
(36
)
$
1,106





Delek Logistics Partners, LP
Segment Data (Unaudited)
�(In thousands)
Nine Months Ended September 30, 2013
Pipelines & Transportation
Delek Logistics Partners, LP
Predecessor - Tyler Storage Tank Assets
Predecessor - El Dorado Storage Tank Assets
Nine Months Ended September 30, 2013
Net Sales
$
43,008

$


$


$
43,008

Operating costs and expenses:
���Cost of goods sold








���Operating expenses
14,332

3,861

4,297

22,490

Segment contribution margin
$
28,676

$
(3,861
)
$
(4,297
)
$
20,518

Total capital spending
$
2,265

$
4,248

$
1,729

$
8,242


Nine Months Ended September 30, 2013
Wholesale Marketing & Terminalling
Delek Logistics Partners, LP
Predecessor - Tyler Terminal Assets
Predecessor - El Dorado Terminal Assets
Nine Months Ended September 30, 2013
Net Sales
$
641,323

$


$


$
641,323

Operating costs and expenses:
���Cost of goods sold
614,048





614,048

���Operating expenses
4,242

640

610

5,492

Segment contribution margin
$
23,033

$
(640
)
$
(610
)
$
21,783

Total capital spending
$
1,353

$
15

$
230

$
1,598






Delek Logistics Partners, LP
Segment Data (Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
Throughputs (average bpd)
2014
2013
2014(1)
2013
Pipelines and Transportation Segment:
Lion Pipeline System:
����Crude pipelines (non-gathered)
57,254

47,675

47,098

47,331

����Refined products pipelines to Enterprise Systems
65,439

52,301

52,490

47,691

SALA Gathering System
22,258

21,921

22,221

22,236

East Texas Crude Logistics System
4,361

10,148

6,181

24,104

Wholesale Marketing and Terminalling Segment:
East Texas - Tyler Refinery sales volumes (average bpd)
59,659

61,698

61,097

55,988

West Texas marketing throughputs (average bpd)
17,923

18,966

17,132

18,206

West Texas marketing margin per barrel
$
2.20

$
1.63

$
4.09

$
2.41

Terminalling throughputs (average bpd)
95,024

74,024

94,656

73,996

(1) The information presented includes the throughput from operations of the El Dorado Predecessor.

Delek Logistics Partners, LP
Segment Data (Unaudited)
Delek Logistics Partners, LP
El Dorado Terminal and Tank Assets (1) 1/1/14-2/10/2014
Nine Months Ended September 30, 2014
Throughputs (average bpd)
El Dorado Predecessor
Pipelines and Transportation Segment:
Lion Pipeline System:
���Crude pipelines (non-gathered)
47,098



47,098

���Refined products pipelines to Enterprise Systems
52,490



52,490

SALA Gathering System
22,221



22,221

East Texas Crude Logistics System
6,181



6,181

Wholesale Marketing and Terminalling Segment:
East Texas - Tyler Refinery sales volumes (average bpd)
61,097



61,097

West Texas marketing throughputs (average bpd)
17,132



17,132

West Texas marketing margin per barrel
$
4.09

$


$
4.09

Terminalling throughputs (average bpd)
95,016

7,298

94,656

(1) The information presented includes the throughput from operations for the nine months ended September 30, 2014, disaggregated to present the results of the El Dorado Terminal and Tank Assets through February 10, 2014.






U.S. Investor / Media Relations Contact
Keith Johnson
Vice President of Investor Relations��������
615-435-1366
or
Chris Hodges
Founder & CEO
Alpha IR Group
312-445-2870


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