EX-99.1 7 exhibit991proformafinancia.htm PRO FORMA FINANCIALS Exhibit 99.1 Pro Forma Financials - El Dorado - DKL


Exhibit 99.1
DELEK LOGISTICS PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
Background
The following unaudited pro forma condensed combined consolidated financial information of Delek Logistics Partners, LP (the “Partnership”) reflects adjustments to the historical combined consolidated financial statements of the Partnership to give effect to: (i) the acquisition of a terminal, storage tanks and related assets at Delek US's El Dorado, Arkansas refinery (the "El Dorado Refinery") (collectively, the “El Dorado Assets”) from Lion Oil Company ("Lion Oil"), a wholly owned subsidiary of Delek US and hereafter referred to as the “Acquisition”, including the expected impact of the long-term commercial El Dorado Throughput and Tankage Agreement (the "Throughput and Tankage Agreement"), the El Dorado Site Services Agreement ("Site Services Agreement") and Second Amended and Restated Omnibus Agreement ("Second Restated Omnibus Agreement") that we entered into in connection with the Acquisition and (ii) the payment of estimated fees and expenses in connection with the Acquisition. References to “we,” “us” and “our” mean Delek Logistics Partners, LP and its consolidated subsidiaries, unless the context otherwise requires. References to “Delek US” refer collectively to Delek US Holdings, Inc. and any of its subsidiaries other than Delek Logistics Partners, LP, its subsidiaries and Delek Logistics GP, LLC (“DLGP”), its general partner. The information presented in this Report on Form 8-K contains the unaudited condensed combined pro forma financial results of the Lion Oil El Dorado Assets (the "Predecessor"), our predecessor for accounting purposes, as of and for the nine months ended September 30, 2013 and for the year ended December 31, 2012.
The Acquisition will be recorded at historical cost as it is considered to be a transfer of a business between entities under common control. Our valuation of the El Dorado Assets is primarily based on the revenues that will be generated under the commercial Throughput and Tankage Agreement with Delek US, as well as on our own independent estimates of expected future and general and administrative expenses based on the industry experience of our management team.
The unaudited pro forma condensed combined consolidated financial information has been prepared for illustrative purposes only and is not necessarily indicative of our financial position or results of operations had the Acquisition actually occurred on the dates assumed, nor is such unaudited pro forma condensed combined consolidated financial information necessarily indicative of the results to be expected for any future period.
The pro forma adjustments are based on preliminary estimates and currently available information and assumptions that management believes are reasonable. The unaudited notes to the unaudited pro forma condensed combined consolidated statements of operations provide a detailed discussion of how such adjustments were derived and presented in the unaudited pro forma financial information. The unaudited pro forma condensed combined consolidated financial information and related notes thereto should be read in conjunction with the historical combined consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012 and the historical condensed combined consolidated financial statements and related notes thereto included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed with the Securities and Exchange Commission.
Effective February 10, 2014, the Partnership acquired from Lion Oil the El Dorado Assets. The cash paid for the assets acquired was $95.9 million financed with borrowings under the Partnership's amended and restated senior secured revolving credit facility.
The assets acquired in the Acquisition consist of:
The refined products terminal located at the El Dorado Refinery (the "El Dorado Terminal") which consists of a truck loading rack with three loading bays supplied by pipeline from storage tanks located at the El Dorado Refinery, along with certain ancillary assets. Total throughput capacity for the El Dorado Terminal is approximately 26,700 barrels per day ("bpd"). For the year ended December 31, 2012, approximately 12,649 bpd of refined products were throughput at the El Dorado Terminal.
158 storage tanks and certain ancillary assets (such as tank pumps and piping) located adjacent to the El Dorado Refinery with an aggregate shell capacity of approximately 2.5 million barrels (the "El Dorado Storage Tanks"). The El Dorado Storage Tanks, together with the El Dorado Terminal, are sometimes hereinafter referred to as the "El Dorado Assets."
Lion Oil retained any current assets, and current liabilities related to the El Dorado Assets as of the date of the Acquisition. The only historical balance sheet items that transferred to the Partnership in the Acquisition were property, plant and equipment assets, tank inspection liabilities and asset retirement obligations which will be recorded by us at historical cost.

The Partnership will manage the operation of all of the assets and receive fees for services commencing upon completion of the Acquisition.






DELEK LOGISTICS PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
September 30, 2013
 
Delek Logistics
Partners, LP
 
El Dorado Terminal
and Tank Assets
  
Pro Forma
Adjustments
 
 
Delek Logistics
Partners, LP Pro Forma
(Dollars in thousands)
ASSETS
Current assets:
 
 
 
  
 
 
 
 
     Cash and cash equivalents
$
6,712

 
$

  
$
95,900

(a) 
 
$
6,449

 
 
 
 
  
(95,900
)
(b) 
 
 
 
 
 
 
  
(263
)
(c) 
 
 
     Accounts receivable
34,611

 

  

 
 
34,611

     Inventory
21,239

 

  

 
 
21,239

     Deferred tax assets
14

 

  

  
 
14

     Other current assets
592

 

  

 
 
592

Total current assets
63,168

 

  
(263
)
  
 
62,905

 
 
 
 
  
 
 
 
 
Property, plant and equipment:
 
 
 
 
 
 
 
 
     Property, plant and equipment
229,753

 
27,899

  

(b) 
 
257,652

     Less: accumulated depreciation
(33,264
)
 
(2,754
)
  

(b) 
 
(36,018
)
Property, plant and equipment, net
196,489

 
25,145

  

 
 
221,634

 
 
 
 
  
 
 
 
 
Goodwill
10,454

 

  

  
 
10,454

Intangible assets, net
11,647

 

  

  
 
11,647

Other non-current assets
5,620

 

  

 
 
5,620

Total assets
$
287,378

 
$
25,145

  
$
(263
)
  
 
$
312,260

 
 
 
 
  
 
 
 
 



(Continued on next page)







DELEK LOGISTICS PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
September 30, 2013
 
Delek Logistics
Partners, LP
 
El Dorado Terminal
and Tank Assets
  
Pro Forma
Adjustments
 
 
Delek Logistics
Partners, LP Pro Forma
(Dollars in thousands)
LIABILITIES AND EQUITY
Current liabilities:
 
 
 
  
 
 
 
 
     Accounts payable
$
26,995

 
$

  
$

 
 
$
26,995

     Accounts payable to related parties
14,908

 

  

 
 
14,908

     Fuel and other taxes payable
6,683

 

  

  
 
6,683

     Accrued expenses and other current liabilities
6,348

 
420

  

(b) 
 
6,768

                Total current liabilities
54,934

 
420

  

 
 
55,354

 
 
 
 
  
 
 
 
 
Non-current liabilities:
 
 
 
  
 
 
 
 
     Revolving credit facility
$
161,000

 
$

  
$
95,900

(a) 
 
$
256,900

     Asset retirement obligations
3,340

 
92

  

(b) 
 
3,432

     Deferred tax liability
59

 

  

  
 
59

     Other non-current liabilities
7,965

 
1,837

  

(b) 
 
9,802

                Total non-current liabilities
172,364

 
1,929

  
95,900

 
 
270,193

 
 
 
 
 
 
 
 
 
Equity:
 
 
 
 
 
 
 
 
Equity of Predecessors

 
22,796

 
(22,796
)
(d) 
 

Common unitholders
3,585

 

  
(93,982
)
(b) 
 
(68,186
)
 
 
 
 
  
(129
)
(c) 
 
 
 
 
 
 
  
22,340

(d) 
 
 
Subordinated unitholders
58,697

 

  
(129
)
(c) 
 
58,568

General partner - DLGP
(2,202
)
 

  
(1,918
)
(b) 
 
(3,669
)
 
 
 
 
  
(5
)
(c) 
 
 
 
 
 
 
  
456

(d) 
 
 
Total equity
60,080

 
22,796

  
(96,163
)
 
 
(13,287
)
 
 
 
 
  
 
 
 
 
    Total liabilities and equity
$
287,378

 
$
25,145

  
$
(263
)
 
 
$
312,260

 
 
 
 
 
 
 
 
 
See accompanying notes to unaudited pro forma condensed combined consolidated financial statements







DELEK LOGISTICS PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED STATEMENTS OF COMBINED CONSOLIDATED INCOME AND COMPREHENSIVE INCOME
Year Ended December 31, 2012
 
 
 
 
 
 
 
 
 
 
Delek Logistics Partners, LP
 
El Dorado Terminal and Tank Assets
 
Pro Forma Adjustments
 
 
Delek Logistics Partners, LP Pro Forma
(dollars in thousands, except unit data and per unit data)
Net sales
$
1,022,586

  
$

  
$
17,842

(e) 
 
$
1,040,428

Operating costs and expenses:
 
 
 
 
 
 
 
 
    Cost of goods sold
959,434

  

  

 
 
959,434

    Operating expenses
30,397

  
9,023

  
200

(f) 
 
39,220

 
 
 

 
(400
)
(g) 
 
 
    General and administrative expenses
9,150

  
706

  
(399
)
(h) 
 
9,457

    Depreciation and amortization
10,120

  
1,182

  

 
 
11,302

    Loss on sale of assets
9

  

  

  
 
9

Total operating costs and expenses
1,009,110

  
10,911

  
(599
)
 
 
1,019,422

           Operating income (loss)
13,476

  
(10,911
)
 
18,441

  
 
21,006

Interest expense, net
2,682

 

  
1,659

(i) 
 
4,341

Net income (loss) before income tax benefit
10,794

  
(10,911
)
 
16,782

 
 
16,665

Income tax benefit
(14,024
)
 

  

  
 
(14,024
)
Net income (loss)
24,818

 
(10,911
)
 
16,782

 
 
30,689

Less: income attributable to Predecessors
16,408

  

  

 
 
16,408

Net income (loss) attributable to partners
$
8,410

  
$
(10,911
)
 
$
16,782

 
 
$
14,281

Comprehensive income (loss) attributable to partners
$
8,410

 
$
(10,911
)
 
$
16,782

 
 
$
14,281

Less: General partner’s interest in net income (loss)
168

  
(218
)
 
336

 
 
286

Limited partners’ interest in net income (loss)
$
8,242

  
$
(10,693
)
 
$
16,446

 
 
$
13,995

Net income per limited partner unit:
 
 
 
 
 
 
 
 
Common units – (basic and diluted)
$
0.34

  
 
 
 
 
 
$
0.58

Subordinated units – Delek (basic and diluted)
$
0.34

  
 
 
 
 
 
$
0.58

Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
 
Common units – (basic and diluted)
11,999,258

  
 
 
 
  
 
11,999,258

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

  
 
 
 
  
 
11,999,258

 
 
 
 
 
 
 
 
 
See accompanying notes to unaudited pro forma condensed combined consolidated financial statements.













DELEK LOGISTICS PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED STATEMENTS OF COMBINED CONSOLIDATED INCOME AND COMPREHENSIVE INCOME
Nine Months Ended September 30, 2013
 
 
 
 
 
 
 
 
 
 
Delek Logistics Partners, LP
 
El Dorado Terminal and Tank Assets
 
Pro Forma Adjustments
 
 
Delek Logistics Partners, LP Pro Forma
(dollars in thousands, except unit data and per unit data)
Net sales
$
684,331

 
$

 
$
13,372

(e) 
 
$
697,703

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

 

 

 
 
614,048

    Operating expenses
23,075

 
4,907

 
150

(f) 
 
27,250

 
 
 

 
(882
)
(g) 
 
 
    General and administrative expenses
5,172

 
524

 
(293
)
(h) 
 
5,403

    Depreciation and amortization
9,074

 
863

 

 
 
9,937

Total operating costs and expenses
651,369

 
6,294

 
(1,025
)
 
 
656,638

           Operating income (loss)
32,962

 
(6,294
)
 
14,397

  
 
41,065

Interest expense, net
2,763

 

 
1,244

(i) 
 
4,007

Net income (loss) before income tax expense
30,199

 
(6,294
)
 
13,153

 
 
37,058

Income tax expense
547

 

 

  
 
547

Net income (loss)
29,652

 
(6,294
)
 
13,153

 
 
36,511

Less: loss attributable to Predecessors
(6,853
)
  

  

 
 
(6,853
)
Net income (loss) attributable to partners
$
36,505

  
$
(6,294
)
 
$
13,153

 
 
$
43,364

Comprehensive income (loss) attributable to partners
$
36,505

  
$
(6,294
)
 
$
13,153

 
 
$
43,364

Less: General partner’s interest in net income (loss)
729

 
(126
)
 
263

 
 
866

Limited partners’ interest in net income (loss)
$
35,776

 
$
(6,168
)
 
$
12,890

 
 
$
42,498

Net income per limited partner unit:
 
 
 
 
 
 
 
 
Common units – (basic)
$
1.49

 
 
 
 
 
 
$
1.74

Common units – (diluted)
$
1.48

 
 
 
 
 
 
$
1.72

Subordinated units – Delek (basic and diluted)
$
1.49

 
 
 
 
 
 
$
1.73

Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
 
Common units – (basic)
12,014,445

 
 
 
 
 
 
12,014,445

Common units – (diluted)
12,152,657

 
 
 
 
 
 
12,152,657

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

 
 
 
 
 
 
11,999,258

 
 
 
 
 
 
 
 
 
See accompanying notes to unaudited pro forma condensed combined consolidated financial statements.


 






DELEK LOGISTICS PARTNERS, LP
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1. Basis of Presentation
The unaudited pro forma combined consolidated financial information presents the application of pro forma adjustments to our historical financial statements to reflect (i) the Acquisition, including the expected impact of the long-term commercial Throughput and Tankage Agreement and the Second Restated Omnibus Agreement that we entered into in connection with the Acquisition and (ii) the payment of estimated fees and expenses in connection with the Acquisition. The pro forma adjustments have been prepared as if the Acquisition had taken place as of September 30, 2013, in the case of the unaudited pro forma balance sheet, and as of January 1, 2012, in the case of the unaudited pro forma statements of income and comprehensive income. The unaudited pro forma condensed combined consolidated financial statements give pro forma effect to:
the Acquisition of the net assets and operations, recorded at historical cost of $22.8 million (net book value of property and equipment of $25.1 million less the current portion of tank inspection liabilities of $0.4 million, the long-term portion of tank inspection liabilities of $1.8 million, and the asset retirement obligations assumed of $0.1 million);
the payment of $0.3 million of estimated fees and expenses related to the Acquisition;
the execution of the Throughput and Tankage Agreement, the El Dorado Lease and Access Agreement, (the "El Dorado Lease") and the Site Services Agreement, and the recognition of incremental revenues and expenses under each agreement; and
the Second Restated Omnibus Agreement, and the recognition of incremental expense under that agreement.
Note 2. Pro Forma Adjustments and Assumptions
a.
Reflects the drawdown of $95.9 million under our amended and restated senior secured revolving credit facility.
b.
Reflects the acquisition of the El Dorado Assets, along with the related distributions to a subsidiary of Delek US. The property, plant and equipment, tank inspection liabilities, and the asset retirement obligations will be recorded at historical cost as it is considered to be a transaction among entities under common control.
c.
Reflects approximately $0.3 million in costs associated with the Acquisition relating to legal and other costs.
d.
Represents the conversion of the adjusted equity of the Predecessor of $22.8 million from equity of predecessors to $22.3 million for the common unitholders and $0.5 million for the general partner of the Partnership.
e.
Reflects recognition of affiliate revenues for services provided by the Partnership to manage and operate the El Dorado Assets. Volumes used in the calculations are the El Dorado Terminal historical refined products volumes transported across the rack. Fees were calculated using the contractual terms under the Throughput and Tankage Agreement that was entered into with Delek US at the closing of the Acquisition.
f.
Reflects the adjustment of operating expenses to the terms of the Site Services Agreement.
g.
Reflects the adjustment of operating expenses to the terms of the Second Restated Omnibus Agreement in regards to indemnification of API 653 tank repairs.
h.
Reflects the adjustment of general and administrative expenses to the terms of the Second Restated Omnibus Agreement.
i.
Reflects interest expense at 1.98% on the additional $95.9 million borrowing under our amended and restated senior secured revolving credit facility, partially offset by a reduction of $0.2 million in the commitment fee for the unutilized portion of the facility. A 1.0% change in the interest rate associated with this borrowing would result in a $1.0 million change in annual interest expense.





Note 3. Pro Forma Net Income Per Unit
We use the two-class method when calculating the net income per unit applicable to limited partners, because we have more than one participating security. Our participating securities consist of common units, subordinated units and general partner units. We base our calculation of net income per unit on the weighted-average number of common units outstanding during the period.
Net income attributable to the Partnership is allocated between the limited (both common and subordinated) and general partners in accordance with our partnership agreement. Net income per unit is only calculated for the Partnership after its initial public offering as no units were outstanding prior to November 7, 2012. Distributions less than (greater than) earnings are allocated to the general partner and limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income per unit. The pro forma basic weighted-average number of units outstanding equals the historical weighted average number of units outstanding for each of the periods presented.
Diluted net income per unit includes the effects of potentially dilutive units on our common units, which consist of unvested phantom units. Basic and diluted net income per unit applicable to subordinated limited partners are the same as there are no potentially dilutive subordinated units outstanding.
  
Note 4. Commercial Agreements with Delek
In connection with the closing of this Acquisition, we entered into the Throughput and Tankage Agreement, the El Dorado Lease, and the Site Services Agreement. The El Dorado Lease and Site Services agreements contain terms under which DLGP and Lion Oil will provide the necessary personnel, equipment, other services and access for operation and maintenance of the El Dorado Assets subsequent to the asset transfer date. The Throughput and Tankage Agreement is a long-term, fee-based commercial agreement with Lion Oil, under which we agree to provide services to manage and operate the assets and Lion Oil agrees to pay us fees based on minimum monthly throughput volumes in regards to the terminal and based on fixed amounts in regards to the storage tanks. The fees under these agreements will be indexed for inflation.
Additionally, these agreements include provisions that permit Lion Oil to suspend, reduce or terminate its obligations under the applicable agreements if certain events occur. These events include Delek US deciding to permanently or indefinitely suspend refining operations at the El Dorado refinery as well as our being subject to certain force majeure events that would prevent us from performing required services under the applicable agreement.