Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38142 | |
Entity Registrant Name | DELEK US HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 35-2581557 | |
Entity Address, Address Line One | 7102 Commerce Way | |
Entity Address, City or Town | Brentwood | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37027 | |
City Area Code | 615 | |
Local Phone Number | 771-6701 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $0.01 | |
Trading Symbol | DK | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 69,692,316 | |
Entity Central Index Key | 0001694426 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 1,153.8 | $ 856.5 | |
Accounts receivable, net | 1,035.5 | 776.6 | |
Inventories, net of inventory valuation reserves | 1,634.2 | 1,260.7 | |
Other current assets | 206 | 126 | |
Total current assets | 4,029.5 | 3,019.8 | |
Property, plant and equipment: | |||
Property, plant and equipment | 4,192.4 | 3,645.4 | |
Less: accumulated depreciation | (1,514.3) | (1,338.1) | |
Property, plant and equipment, net | 2,678.1 | 2,307.3 | |
Operating lease right-of-use assets | 183.2 | 208.5 | |
Goodwill | 743.8 | 729.7 | |
Other intangibles, net | 320.6 | 102.7 | |
Equity method investments | 360.6 | 344.1 | |
Other non-current assets | 81 | 100.5 | |
Total assets | 8,396.8 | 6,812.6 | |
Current liabilities: | |||
Accounts payable | 2,150.2 | 1,695.3 | |
Current portion of long-term debt | 63 | 92.2 | |
Obligation under Supply and Offtake Agreements | 596.2 | 487.5 | |
Current portion of operating lease liabilities | 50.1 | 53.9 | |
Accrued expenses and other current liabilities | 969.8 | 797.8 | |
Total current liabilities | 3,829.3 | 3,126.7 | |
Non-current liabilities: | |||
Long-term debt, net of current portion | 2,670.6 | 2,125.8 | |
Environmental liabilities, net of current portion | 112 | 109.5 | |
Asset retirement obligations | 41.4 | 38.3 | |
Deferred tax liabilities | 309.6 | 214.5 | |
Operating lease liabilities, net of current portion | 125.9 | 152 | |
Other non-current liabilities | 25 | 31.8 | |
Total non-current liabilities | 3,284.5 | 2,671.9 | |
Stockholders’ equity: | |||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding | 0 | 0 | |
Common stock, $0.01 par value, 110,000,000 shares authorized, 87,228,503 shares and 91,772,080 shares issued at September 30, 2022 and December 31, 2021, respectively | 0.9 | 0.9 | |
Additional paid-in capital | 1,125.7 | 1,206.5 | |
Accumulated other comprehensive loss | (4) | (3.8) | |
Treasury stock, 17,575,527 shares, at cost, as of September 30, 2022 and December 31, 2021 | (694.1) | (694.1) | |
Retained earnings | 731.8 | 384.7 | |
Non-controlling interests in subsidiaries | 122.7 | 119.8 | |
Total stockholders’ equity | 1,283 | 1,014 | |
Total liabilities and stockholders’ equity | $ 8,396.8 | $ 6,812.6 | |
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 110,000,000 | 110,000,000 |
Common stock, shares issued (in shares) | 87,228,503 | 91,772,080 |
Treasury stock, shares (in shares) | 17,575,527 | 17,575,527 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | [1] | ||
Income Statement [Abstract] | ||||||
Net revenues | $ 5,324.9 | $ 2,956.5 | [1] | $ 15,766.6 | $ 7,540.2 | |
Cost of sales: | ||||||
Cost of materials and other | 4,916 | 2,678 | [1] | 14,151.1 | 6,811.4 | |
Operating expenses (excluding depreciation and amortization presented below) | 198.2 | 102.4 | [1] | 526.2 | 363.1 | |
Depreciation and amortization | 66.5 | 55.6 | [1] | 192 | 178.4 | |
Total cost of sales | 5,180.7 | 2,836 | [1] | 14,869.3 | 7,352.9 | |
Operating expenses related to retail and wholesale business (excluding depreciation and amortization presented below) | 28.2 | 26.1 | [1] | 89.6 | 86.9 | |
General and administrative expenses | 62.4 | 53 | [1] | 242 | 147.6 | |
Depreciation and amortization | 6.4 | 5.2 | [1] | 17.2 | 17.2 | |
Other operating income, net | (5.8) | (1.7) | [1] | (44.5) | (4.7) | |
Total operating costs and expenses | 5,271.9 | 2,918.6 | [1] | 15,173.6 | 7,599.9 | |
Operating income (loss) | 53 | 37.9 | [1] | 593 | (59.7) | |
Interest expense, net | 50.7 | 37.5 | [1] | 132.7 | 100 | |
Income from equity method investments | (17.8) | (2.9) | [1] | (44.4) | (14.5) | [2] |
Other income, net | (0.7) | (21.8) | [1] | (3) | (16) | |
Total non-operating expense, net | 32.2 | 12.8 | [1] | 85.3 | 69.5 | |
Income (loss) before income tax expense (benefit) | 20.8 | 25.1 | [1] | 507.7 | (129.2) | |
Income tax expense (benefit) | 4 | 4.5 | [1] | 107.5 | (39) | |
Net income (loss) | 16.8 | 20.6 | [3] | 400.2 | (90.2) | |
Net income attributed to non-controlling interests | 9.4 | 8.8 | [1],[4] | 24.4 | 24.7 | [4] |
Net income (loss) attributable to Delek | $ 7.4 | $ 11.8 | [1] | $ 375.8 | $ (114.9) | |
Basic income (loss ) per share (USD per Share) | $ 0.11 | $ 0.16 | [1] | $ 5.26 | $ (1.55) | |
Diluted income (loss) per share (USD per share) | $ 0.10 | $ 0.16 | [1] | $ 5.21 | $ (1.55) | |
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[2]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[3]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[4]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |||
Statement of Comprehensive Income [Abstract] | ||||||
Net income (loss) | $ 16.8 | $ 20.6 | [1] | $ 400.2 | $ (90.2) | [2] |
Other comprehensive income (loss): | ||||||
Other comprehensive loss related to commodity contracts, net | 0 | 0 | [3] | 0 | (0.2) | [3] |
Other loss, net of taxes | (0.1) | 0 | [3] | (0.2) | 0 | [3] |
Total other comprehensive loss | (0.1) | 0 | [3] | (0.2) | (0.2) | [3] |
Comprehensive income (loss) | 16.7 | 20.6 | [3] | 400 | (90.4) | [3] |
Comprehensive income attributable to Noncontrolling Interest | 9.4 | 8.8 | [2],[3] | 24.4 | 24.7 | [2],[3] |
Comprehensive income (loss) attributable to Delek | $ 7.3 | $ 11.8 | [3] | $ 375.6 | $ (115.1) | [3] |
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[2]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[3]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Millions | Total | IEP Energy Holding LLC | Revision of Prior Period, Change in Accounting Principle, Adjustment | Common Stock | Common Stock IEP Energy Holding LLC | Additional Paid-in Capital | Additional Paid-in Capital IEP Energy Holding LLC | Accumulated Other Comprehensive Income | Retained Earnings | Retained Earnings Revision of Prior Period, Change in Accounting Principle, Adjustment | [1] | Treasury Stock | Non-Controlling Interest in Subsidiaries | Commodity contracts | [1] | Commodity contracts Accumulated Other Comprehensive Income | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 91,356,868 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 1,125.1 | [1] | $ (8.7) | [1] | $ 0.9 | $ 1,185.1 | $ (7.2) | $ 522 | [1] | $ (8.7) | $ (694.1) | $ 118.4 | |||||||||||||
Treasury Stock, Common, Shares at Dec. 31, 2020 | (17,575,527) | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Net income (loss) | (90.2) | [2] | 46.7 | (114.9) | [1] | 24.7 | |||||||||||||||||||
Other comprehensive loss related to commodity contracts, net | (0.2) | [3] | $ (0.2) | $ (0.2) | |||||||||||||||||||||
Distribution to non-controlling interest | (24.1) | [1] | (24.1) | ||||||||||||||||||||||
Equity-based compensation expense | 17.4 | [1] | 17.3 | 0.1 | |||||||||||||||||||||
Taxes due to the net settlement of equity-based compensation | (3.4) | [1] | (3.4) | 0 | |||||||||||||||||||||
Exercise of equity-based awards (shares) | 343,596 | ||||||||||||||||||||||||
Other | (0.3) | [1] | 0.2 | 0 | (0.3) | [1] | $ 0 | (0.2) | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | [1] | 91,700,464 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | [1] | 1,015.6 | $ 0.9 | 1,199.2 | (7.4) | 398.1 | $ (694.1) | 118.9 | |||||||||||||||||
Treasury Stock, Common, Shares at Sep. 30, 2021 | [1] | (17,575,527) | |||||||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 91,637,661 | ||||||||||||||||||||||||
Beginning balance at Jun. 30, 2021 | 996.7 | [1] | $ 0.9 | 1,192.6 | (7.4) | 386.3 | [1] | $ (694.1) | 118.4 | ||||||||||||||||
Treasury Stock, Common, Shares at Jun. 30, 2021 | (17,575,527) | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Net income (loss) | 20.6 | [1] | (6.3) | 11.8 | [1] | 8.8 | |||||||||||||||||||
Other comprehensive loss related to commodity contracts, net | [3] | 0 | |||||||||||||||||||||||
Distribution to non-controlling interest | (8.2) | [1] | (8.2) | ||||||||||||||||||||||
Equity-based compensation expense | 6.9 | [1] | 6.8 | 0.1 | |||||||||||||||||||||
Taxes due to the net settlement of equity-based compensation | (0.4) | [1] | (0.4) | ||||||||||||||||||||||
Exercise of equity-based awards (shares) | 62,803 | ||||||||||||||||||||||||
Other | 0 | [1] | 0.2 | (0.2) | |||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | [1] | 91,700,464 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | [1] | 1,015.6 | $ 0.9 | 1,199.2 | (7.4) | 398.1 | $ (694.1) | 118.9 | |||||||||||||||||
Treasury Stock, Common, Shares at Sep. 30, 2021 | [1] | (17,575,527) | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | [1] | 91,772,080 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 1,014 | [4] | $ 0.9 | [1] | 1,206.5 | [1] | (3.8) | [1] | 384.7 | [1] | $ (694.1) | [1] | 119.8 | [1] | |||||||||||
Treasury Stock, Common, Shares at Dec. 31, 2021 | [1] | (17,575,527) | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Net income (loss) | 400.2 | $ (37.6) | 375.8 | 24.4 | |||||||||||||||||||||
Other comprehensive loss related to commodity contracts, net | 0 | ||||||||||||||||||||||||
Common stock dividends | (28.3) | (28.3) | 0 | ||||||||||||||||||||||
Distribution to non-controlling interest | (26.9) | (26.9) | |||||||||||||||||||||||
Equity-based compensation expense | 20.4 | 20.1 | 0.3 | ||||||||||||||||||||||
Repurchase of common stock (in shares) | (1,435,602) | (3,497,268) | |||||||||||||||||||||||
Purchase of Delek common stock from IEP Energy Holding LLC | (40) | $ (64) | $ (64) | ||||||||||||||||||||||
Sale of Delek Logistic common limited partner units, net | 13.6 | 8.5 | 5.1 | ||||||||||||||||||||||
Taxes due to the net settlement of equity-based compensation | (5.4) | (5.4) | 0 | ||||||||||||||||||||||
Exercise of equity-based awards (shares) | 389,293 | ||||||||||||||||||||||||
Other | (0.6) | 0 | (0.2) | (0.4) | $ 0 | 0 | |||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 87,228,503 | ||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | 1,283 | $ 0.9 | 1,125.7 | (4) | 731.8 | $ (694.1) | 122.7 | ||||||||||||||||||
Treasury Stock, Common, Shares at Sep. 30, 2022 | (17,575,527) | ||||||||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 88,610,583 | ||||||||||||||||||||||||
Beginning balance at Jun. 30, 2022 | 1,337.4 | $ 0.9 | 1,159.1 | (3.9) | 753 | $ (694.1) | 122.4 | ||||||||||||||||||
Treasury Stock, Common, Shares at Jun. 30, 2022 | (17,575,527) | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Net income (loss) | 16.8 | 7.4 | 9.4 | ||||||||||||||||||||||
Other comprehensive loss related to commodity contracts, net | 0 | ||||||||||||||||||||||||
Common stock dividends | (28.3) | (28.3) | 0 | ||||||||||||||||||||||
Distribution to non-controlling interest | (9.2) | (9.2) | |||||||||||||||||||||||
Equity-based compensation expense | 7.8 | 7.7 | 0.1 | ||||||||||||||||||||||
Repurchase of common stock (in shares) | (1,435,602) | ||||||||||||||||||||||||
Purchase of Delek common stock from IEP Energy Holding LLC | (40) | (40) | |||||||||||||||||||||||
Taxes due to the net settlement of equity-based compensation | (1.1) | (1.1) | |||||||||||||||||||||||
Exercise of equity-based awards (shares) | 53,522 | ||||||||||||||||||||||||
Other | (0.4) | 0 | (0.1) | (0.3) | |||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 87,228,503 | ||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 1,283 | $ 0.9 | $ 1,125.7 | $ (4) | $ 731.8 | $ (694.1) | $ 122.7 | ||||||||||||||||||
Treasury Stock, Common, Shares at Sep. 30, 2022 | (17,575,527) | ||||||||||||||||||||||||
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[2]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[3]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[4]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parentheticals) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Common stock dividends per share (USD per share) | $ 0.40 | $ 0.40 |
Purchase of Delek common stock from IEP Energy Holding LLC | $ (40) | $ (40) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Cash flows from operating activities: | |||
Net income (loss) | $ 400.2 | $ (90.2) | [1] |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 209.2 | 195.6 | [2] |
Non-Cash Lease Expense | 48.5 | 40.8 | [2] |
Deferred income taxes | 95.6 | (44.6) | [2] |
Income from equity method investments | (44.4) | (14.5) | [1],[2] |
Dividends from equity method investments | 26.3 | 19 | [2] |
Non-cash lower of cost or market/net realizable value adjustment | 19.1 | 0.3 | [2] |
Equity-based compensation expense | 20.4 | 17.4 | [2] |
Other | 10.4 | 4.8 | [2] |
Changes in assets and liabilities: | |||
Accounts receivable | (230) | (473.6) | [2] |
Inventories and other current assets | (419.8) | (239.1) | [2] |
Fair value of derivatives | (56.2) | 22.4 | [2] |
Accounts payable and other current liabilities | 524.8 | 632.7 | [2] |
Obligation under Supply and Offtake Agreements | 108.7 | 130.8 | [2] |
Non-current assets and liabilities, net | 3.3 | 8.4 | [2] |
Net cash provided by operating activities | 716.1 | 210.2 | [2] |
Cash flows from investing activities: | |||
Acquisition of 3 Bear | (625.4) | 0 | [2] |
Equity method investment contributions | (0.1) | (1.6) | [2] |
Distribution from equity method investments | 1.7 | 6.3 | [2] |
Purchases of property, plant and equipment | (192.8) | (163.1) | [2] |
Purchase of intangible assets | (4.5) | (0.8) | [2] |
Proceeds from sale of property, plant and equipment | 1.2 | 11.6 | [2] |
Insurance proceeds | 0 | 4.4 | [2] |
Net cash used in investing activities | (819.9) | (143.2) | [2] |
Cash flows from financing activities: | |||
Proceeds from long-term revolvers | 1,571.4 | 1,232.8 | [2] |
Payments on long-term revolvers | (1,022.5) | (1,718.5) | [2] |
Proceeds from term debt | 0 | 400 | [2] |
Payments on term debt | (38.9) | (40.1) | [2] |
Proceeds from product financing agreements | 744.6 | 667.8 | [2] |
Repayments of product financing agreements | (704.6) | (532.2) | [2] |
Taxes paid due to the net settlement of equity-based compensation | (5.4) | (3.4) | [2] |
Repurchase of common stock | (40) | 0 | [2] |
Distribution to non-controlling interest | (26.9) | (24.1) | [2] |
Proceeds from sale of Delek Logistics LP common limited partner units | 16.4 | 0 | [2] |
Dividends paid | (28.3) | 0 | [2] |
Purchase of Delek common stock from IEP Energy Holding LLC | (64) | 0 | [2] |
Deferred financing costs paid | (0.7) | (6.2) | [2] |
Net cash provided by financing activities | 401.1 | (23.9) | [2] |
Net increase in cash and cash equivalents | 297.3 | 43.1 | [2] |
Cash and cash equivalents at the beginning of the period | 856.5 | 787.5 | [2] |
Cash and cash equivalents of continuing operations at the end of the period | 1,153.8 | 830.6 | [2] |
Cash paid during the period for: | |||
Interest, net of capitalized interest | 113.5 | 79.1 | [2] |
Income taxes | 26.5 | 4.1 | [2] |
Non-cash investing activities: | |||
Decrease in accrued capital expenditures | (10.5) | (1.5) | [2] |
Non-cash financing activities: | |||
Non-cash lease liability arising from obtaining right-of-use assets during the period | $ 17.5 | $ 44 | [2] |
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[2]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||
Interest, net of capitalized interest of $1.5 million and $0.4 million in the 2022 and 2021 periods, respectively | $ 1.5 | $ 0.4 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Delek US Holdings, Inc. operates through its consolidated subsidiaries, which include Delek US Energy, Inc. ("Delek Energy") (and its subsidiaries) and Alon USA Energy, Inc. ("Alon") (and its subsidiaries). The terms "we," "our," "us," "Delek" and the "Company" are used in this report to refer to Delek and its consolidated subsidiaries. Delek's common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "DK." Our condensed consolidated financial statements include the accounts of Delek and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States ("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 GAAP applied on a consistent basis with those of the annual audited consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 25, 2022 (the "Annual Report on Form 10-K") 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 the notes thereto for the year ended December 31, 2021 included in our Annual Report on Form 10-K. Our condensed consolidated financial statements include Delek Logistics Partners, LP ("Delek Logistics", NYSE:DKL), which is a variable interest entity ("VIE"). On June 1, 2022, DKL Delaware Gathering, LLC, a subsidiary of the Delek Logistics, acquired 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC ("3 Bear") from 3 Bear Energy – New Mexico LLC, related to their crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico (the "3 Bear Acquisition"). See Note 2 - Acquisitions for additional information. As the indirect owner of the general partner of Delek Logistics, we have the ability to direct the activities of this entity that most significantly impact its economic performance. We are also considered to be the primary beneficiary for accounting purposes for this entity and are Delek Logistics' primary customer. In the event that Delek Logistics incurs a loss, our operating results will reflect such loss, net of intercompany eliminations, to the extent of our ownership interest in this entity. In the opinion of management, all adjustments necessary for a fair presentation of the financial condition and the results of operations for the interim periods have been included. All significant intercompany transactions and account balances have been eliminated in consolidation. 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. Accounting Policies With the exception of the policy updates below, there have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Change in Accounting Principle As of January 1, 2022, we changed our method for accounting for inventory held at the Tyler Refinery to the first-in, first-out ("FIFO") costing method from the last-in, first-out ("LIFO") costing method, which will conform the Company’s refining inventory to a single method of accounting. Total inventories accounted for using LIFO, prior to the accounting method change, comprised 28.0% of the Company’s total inventories as of December 31, 2021. This change in accounting method is preferable because it provides better consistency across our refineries and improves transparency, and results in recognition that better reflects the physical flow of inventory and more accurately reflects the current value of inventory. The effects of this change have been retrospectively applied to all periods presented with a cumulative effect adjustment reflected in the January 1, 2021 beginning retained earnings. See Note 7 - Inventory for additional information. Reclassifications Certain prior period amounts have been reclassified in order to conform to the current period presentation. New Accounting Pronouncements Adopted During 2022 ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. The pronouncement is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. We adopted this guidance on January 1, 2022 and the adoption did not have a material impact on our business, financial condition or results of operations. 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 at 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. We expect to adopt this guidance on or before the effective date and do not expect the adoption to have a material impact on our condensed consolidated financial statements and related disclosures. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions 3 Bear Delaware Holding - NM, LLC Acquisition Delek Logistics completed the 3 Bear Acquisition on June 1, 2022 (the "Acquisition Date"), in which it 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 purchase price for 3 Bear was $628.1 million. The 3 Bear Acquisition was financed through a combination of cash on hand and borrowings under the Delek Logistics' Credit Facility (as defined in Note 9 of these condensed consolidated financial statements). For the three and nine months ended September 30, 2022, we incurred $4.2 million and $10.6 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 for these periods. 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 $60.9 million and $8.3 million, respectively, for the three months ended September 30, 2022 and $81.5 million and $9.8 million, respectively, for the nine months ended September 30, 2022. The 3 Bear Acquisition was accounted for using the acquisition method of accounting, whereby the 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 represents the purchase price (in millions): Base purchase price: $ 624.7 Add: closing net working capital (as defined in the 3 Bear Purchase Agreement) 3.4 Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement) (80.6) Cash paid for the adjusted purchase price 547.5 Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement) 80.6 Purchase price $ 628.1 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 millions): Assets acquired: Cash and cash equivalents $ 2.7 Accounts receivables, net 28.9 Inventories 1.8 Other current assets 1.0 Property, plant and equipment 382.8 Operating lease right-of-use assets 7.4 Goodwill 14.4 Other intangibles, net (1) 223.5 Other non-current assets 0.5 Total assets acquired 663.0 Liabilities assumed: Accounts payable 8.0 Accrued expenses and other current liabilities 22.1 Current portion of operating lease liabilities 1.1 Asset retirement obligations 2.3 Operating lease liabilities, net of current portion 1.4 Total liabilities assumed 34.9 Fair value of net assets acquired $ 628.1 (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 nine months ended September 30, 2022 of $4.5 million and $6.0 million, respectively. The estimated amortization is $18.0 million for each of the five succeeding fiscal years. • Rights-of-way intangible that is subject to amortization with a preliminary fair value of $13.5 million, which will be amortized over the weighted-average useful life of 25.4 years. We recognized amortization expense for the three and nine months ended September 30, 2022 of $0.2 million and $0.2 million, respectively.. The estimated amortization is $0.6 million for each of the five succeeding fiscal years. 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 September 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 logistics segment. Unaudited Pro Forma Financial Information The following table summarizes the unaudited pro forma financial information of the Company 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 values of 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 dates 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 September 30, Nine Months Ended September 30, (in millions, except per share data) 2022 2021 2022 2021 Net sales $ 5,324.9 $ 3,002.4 $ 15,865.2 $ 7,647.7 Net income (loss) attributable to Delek $ 10.1 $ 15.7 $ 376.3 $ (184.2) Net income (loss) per share: Basic income (loss) per share $ 0.14 $ 0.21 $ 5.26 $ (2.49) Diluted income (loss) per share $ 0.14 $ 0.21 $ 5.22 $ (2.49) |
Segment Data
Segment Data | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Data | Segment Data We aggregate our operating units into three reportable segments: Refining, Logistics, and Retail. Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which consist of the following: • our corporate activities; • results of certain immaterial operating segments, including our Canadian crude trading operations (as discussed in Note 10); • wholesale crude operations; • Alon's asphalt terminal operations; and • intercompany eliminations. Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of the reportable segments based on the segment contribution margin. Segment contribution margin is defined as net revenues less cost of materials and other and operating expenses, excluding depreciation and amortization. Refining Segment The refining segment processes crude oil and other feedstocks for the manufacture of transportation motor fuels, including various grades of gasoline, diesel fuel and aviation fuel, asphalt and other petroleum-based products that are distributed through owned and third-party product terminals. The refining segment has a combined nameplate capacity of 302,000 barrels per day ("bpd") as of September 30, 2022, including the following: • 75,000 bpd Tyler, Texas refinery (the "Tyler refinery"); • 80,000 bpd El Dorado, Arkansas refinery (the "El Dorado refinery"); • 73,000 bpd Big Spring, Texas refinery (the "Big Spring refinery"); and • 74,000 bpd Krotz Springs, Louisiana refinery (the "Krotz Springs refinery"). The refining segment also owns and operates three biodiesel facilities involved in the production of biodiesel fuels and related activities, located in Crossett, Arkansas, Cleburne, Texas and New Albany, Mississippi. The biodiesel industry has historically been substantially aided by federal and state tax incentives. One tax incentive program that has been significant to our renewable fuels facilities is the federal blender's tax credit (also known as the biodiesel tax credit or "BTC"). The BTC provides a $1.00 refundable tax credit per gallon of pure biodiesel to the first blender of biodiesel with petroleum-based diesel fuel. The blender's tax credit was re-enacted in December 2019 for the years 2020 through 2022. The refining segment's petroleum-based products are marketed primarily in the south central, southwestern and western regions of the United States. This segment also ships and sells gasoline into wholesale markets in the southern and eastern United States. Motor fuels are sold under the Alon or Delek brand through various terminals to supply Alon or Delek branded retail sites. In addition, Alon sells motor fuels through its wholesale distribution network on an unbranded basis. Logistics Segment Our logistics segment owns and operates crude oil, refined products and natural gas logistics and marketing assets as well as water disposal and recycling assets. The logistics segment generates revenue by charging fees for gathering, transporting and storing crude oil and natural gas, marketing, distributing, transporting and storing intermediate and refined products and disposing and recycling water in select regions of the southeastern United States, the Delaware Basin in New Mexico and West Texas for our refining segment and third parties, and sales of wholesale products in the West Texas market. The operating results and assets acquired in the 3 Bear Acquisition have been included in the logistics segment beginning on June 1, 2022. Retail Segment Our retail segment consists of 248 owned and leased convenience store sites as of September 30, 2022, located primarily in West Texas and New Mexico. These convenience stores typically offer various grades of gasoline and diesel primarily under the Alon or Delek brand name and food products, food service, tobacco products, non-alcoholic and alcoholic beverages, general merchandise as well as money grams to the public, primarily under the 7-Eleven and DK or Alon brand names. Substantially all of the motor fuel sold through our retail segment is supplied by our Big Spring refinery, which is transferred to the retail segment at prices substantially determined by reference to published commodity pricing information. In November 2018, we terminated the license agreement with 7-Eleven, Inc. The terms of such agreement and subsequent amendments require the removal of all 7-Eleven branding on a store-by-store basis by December 31, 2023. Significant Inter-segment Transactions All inter-segment transactions have been eliminated in consolidation and consist primarily of the following: • refining segment refined product sales to the retail segment to be sold through the store locations; • refining segment sales of asphalt and refined product to entities included in corporate, other and eliminations; • logistics segment service fee revenue under service agreements with the refining segment based on the number of gallons sold and to share a portion of the margin achieved in return for providing marketing, sales and customer services; • logistics segment sales of wholesale finished product to our refining segment; and • logistics segment crude transportation, terminalling and storage fee revenue from our refining segment for the utilization of pipeline, terminal and storage assets. Business Segment Operating Performance The following is a summary of business segment operating performance as measured by contribution margin for the period indicated (in millions): Three Months Ended September 30, 2022 Refining Logistics Retail Corporate, Consolidated Net revenues (excluding inter-segment fees and revenues) $ 3,989.3 $ 166.9 $ 253.1 $ 915.6 $ 5,324.9 Inter-segment fees and revenues 256.8 127.2 — (384.0) — Operating costs and expenses: Cost of materials and other 3,968.1 177.7 210.3 559.9 4,916.0 Operating expenses (excluding depreciation and amortization presented below) 172.0 25.9 25.4 3.1 226.4 Segment contribution margin $ 106.0 $ 90.5 $ 17.4 $ (31.4) 182.5 Income from equity method investments 0.1 8.6 — 9.1 Segment contribution margin and income (loss) from equity method investments $ 106.1 $ 99.1 $ 17.4 $ (22.3) Depreciation and amortization $ 48.9 $ 19.6 $ 2.6 $ 1.8 72.9 General and administrative expenses 62.4 Other operating income, net (5.8) Operating income $ 53.0 Capital spending (excluding business combinations) $ 22.7 $ 32.2 $ 13.6 $ 12.3 $ 80.8 Three Months Ended September 30, 2021 Refining (1) Logistics Retail Corporate, Other and Eliminations (1) Consolidated (1) Net revenues (excluding inter-segment fees and revenues) $ 2,603.8 $ 79.8 $ 206.5 $ 66.4 $ 2,956.5 Inter-segment fees and revenues 210.8 109.8 — (320.6) — Operating costs and expenses: Cost of materials and other 2,648.3 105.1 165.2 (240.6) 2,678.0 Operating expenses (excluding depreciation and amortization presented below) 84.2 17.6 23.4 3.3 128.5 Segment contribution margin $ 82.1 $ 66.9 $ 17.9 $ (16.9) 150.0 Income (loss) from equity method investments 0.2 7.3 — (4.6) Segment contribution margin and income (loss) from equity method investments $ 82.3 $ 74.2 $ 17.9 $ (21.5) Depreciation and amortization $ 45.9 $ 10.2 $ 3.0 $ 1.7 60.8 General and administrative expenses 53.0 Other operating income, net (1.7) Operating income $ 37.9 Capital spending (excluding business combinations) $ 14.5 $ 4.2 $ 1.9 $ 8.3 $ 28.9 Nine Months Ended September 30, 2022 Refining Logistics Retail Corporate, Consolidated Net revenues (excluding inter-segment fees and revenues) $ 11,755.3 $ 390.3 $ 739.7 $ 2,881.3 $ 15,766.6 Inter-segment fees and revenues 795.0 377.1 — (1,172.1) — Operating costs and expenses: Cost of materials and other 11,272.2 480.3 617.1 1,781.5 14,151.1 Operating expenses (excluding depreciation and amortization presented below) 456.9 65.0 73.2 20.7 615.8 Segment contribution margin $ 821.2 $ 222.1 $ 49.4 $ (93.0) 999.7 Income from equity method investments 0.5 22.7 — 21.2 Segment contribution margin and income (loss) from equity method investments $ 821.7 $ 244.8 $ 49.4 $ (71.8) Depreciation and amortization $ 151.6 $ 43.3 $ 9.3 $ 5.0 209.2 General and administrative expenses 242.0 Other operating income, net (44.5) Operating income $ 593.0 Capital spending (excluding business combinations) $ 56.0 $ 68.0 $ 22.6 $ 27.5 $ 174.1 Nine Months Ended September 30, 2021 Refining (1) Logistics Retail Corporate, Consolidated (1) Net revenues (excluding inter-segment fees and revenues) $ 6,415.1 $ 202.6 $ 590.3 $ 332.2 $ 7,540.2 Inter-segment fees and revenues 555.3 308.4 — (863.7) — Operating costs and expenses: Cost of materials and other 6,549.9 275.0 466.4 (479.9) 6,811.4 Operating expenses (excluding depreciation and amortization presented below) 313.9 48.0 67.4 20.7 450.0 Segment contribution margin $ 106.6 $ 188.0 $ 56.5 $ (72.3) 278.8 Income (loss) from equity method investments 0.5 18.0 — (4.0) Segment contribution margin and income (loss) from equity method investments $ 107.1 $ 206.0 $ 56.5 $ (76.3) Depreciation and amortization $ 149.0 $ 30.9 $ 9.6 $ 6.1 195.6 General and administrative expenses 147.6 Other operating income, net (4.7) Operating loss $ (59.7) Capital spending (excluding business combinations) $ 133.0 $ 14.6 $ 3.2 $ 10.8 $ 161.6 (1) Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. Other Segment Information Assets by segment are not a measure used to assess the performance of the company by the chief operating decision maker and thus are not disclosed . |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings per share (or "EPS") is computed by dividing net income (loss) by the weighted average common shares outstanding. Diluted earnings per share is computed by dividing net income (loss) attributable to Delek, as adjusted for changes to income that would result from the assumed settlement of the dilutive equity instruments included in diluted weighted average common shares outstanding, by the diluted weighted average common shares outstanding. For all periods presented, we have outstanding various equity-based compensation awards that are considered in our diluted EPS calculation (when to do so would be dilutive), and is inclusive of awards disclosed in Note 16 to these condensed consolidated financial statements. For those instruments that are indexed to our common stock, they are generally dilutive when the market price of the underlying indexed share of common stock is in excess of the exercise price. The following table sets forth the computation of basic and diluted earnings per share. Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 (1) 2022 2021 (1) Numerator: Numerator for EPS Net income (loss) $ 16.8 $ 20.6 $ 400.2 $ (90.2) Less: Income attributed to non-controlling interest 9.4 8.8 24.4 24.7 Numerator for basic and diluted EPS attributable to Delek $ 7.4 $ 11.8 $ 375.8 $ (114.9) Denominator: Weighted average common shares outstanding (denominator for basic EPS) 70,471,645 74,074,446 71,494,332 73,930,925 Dilutive effect of stock-based awards 637,719 417,730 654,306 — Weighted average common shares outstanding, assuming dilution (denominator for diluted EPS) 71,109,364 74,492,176 72,148,638 73,930,925 EPS: Basic income (loss) per share $ 0.11 $ 0.16 $ 5.26 $ (1.55) Diluted income (loss) per share $ 0.10 $ 0.16 $ 5.21 $ (1.55) The following equity instruments were excluded from the diluted weighted average common shares outstanding because their effect would be antidilutive: Antidilutive stock-based compensation (because average share price is less than exercise price) 2,138,130 3,711,184 2,380,376 2,967,725 Antidilutive due to loss — — — 605,270 Total antidilutive stock-based compensation 2,138,130 3,711,184 2,380,376 3,572,995 (1) Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Delek Logistics
Delek Logistics | 9 Months Ended |
Sep. 30, 2022 | |
Variable Interest Entity [Abstract] | |
Delek Logistics and the Alon Partnership | Delek Logistics Delek Logistics is a publicly traded limited partnership formed by Delek in 2012 that owns and operates crude oil, refined products, and natural gas logistics and marketing assets as well as water disposal and recycling assets. A substantial majority of Delek Logistics' assets are integral to Delek’s refining and marketing operations. As of September 30, 2022, we owned a 78.9% interest in Delek Logistics, consisting of 34,311,278 common limited partner units and the non-economic general partner interest. The limited partner interests in Delek Logistics not owned by us are reflected in net income attributable to non-controlling interest in the accompanying condensed consolidated statements of income and in non-controlling interest in subsidiaries in the accompanying condensed consolidated balance sheets. On June 1, 2022, DKL Delaware Gathering, LLC, a subsidiary of Delek Logistics, completed the 3 Bear Acquisition related to crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin in New Mexico. The purchase price was $628.1 million. See Note 2 - Acquisitions for additional information. On April 14, 2022, Delek Logistics filed a shelf registration statement with the SEC registering, which was declared effective on April 29th, for the potential sale, from time to time by Delek Logistics, of up to $200.0 million of common limited partner units of Delek Logistics. On December 20, 2021, Delek commenced a program to sell up to 434,590 common limited partner units representing limited partner interests in Delek Logistics over the next three months in open market transactions conducted pursuant to Rule 144 under the Securities Act of 1933, as amended, and a Rule 10b5-1 trading plan. For the nine months ended September 30, 2022, we sold 385,522 units for gross proceeds of $16.4 million or $13.6 million net of taxes, all of which was completed in the first quarter. In August 2020, Delek Logistics filed a shelf registration statement, which subsequently became effective, with the SEC for the proposed re-sale or other disposition from time to time by Delek of up to 14.0 million common limited partner units representing our limited partner interests in Delek Logistics. No units were sold under this registration in 2022.. We have agreements with Delek Logistics that, among other things, establish fees for certain administrative and operational services provided by us and our subsidiaries to Delek Logistics, provide certain indemnification obligations and establish terms for fee-based commercial logistics and marketing services provided by Delek Logistics and its subsidiaries to us. The revenues and expenses associated with these agreements are eliminated in consolidation. Delek Logistics is a VIE, as defined under GAAP, and is consolidated into our condensed consolidated financial statements, representing our logistics segment. The assets of Delek Logistics can only be used to settle its own obligations and its creditors have no recourse to our assets. Exclusive of intercompany balances and the marketing agreement intangible asset between Delek Logistics and Delek which are eliminated in consolidation, the Delek Logistics condensed consolidated balance sheets as presented below are included in the condensed consolidated balance sheets of Delek (unaudited, in millions). September 30, 2022 December 31, 2021 ASSETS Cash and cash equivalents $ 14.9 $ 4.3 Accounts receivable 53.4 15.4 Inventory 2.5 2.4 Other current assets 2.4 1.0 Property, plant and equipment, net 875.6 449.4 Equity method investments 248.0 250.0 Operating lease right-of-use assets 24.3 20.9 Goodwill 26.6 12.2 Intangible assets, net 370.4 153.9 Other non-current assets 20.1 25.6 Total assets $ 1,638.2 $ 935.1 LIABILITIES AND DEFICIT Accounts payable $ 53.0 $ 8.2 Accounts payable to related parties 173.2 64.4 Current portion of operating lease liabilities 7.8 6.8 Accrued expenses and other current liabilities 31.9 17.4 Long-term debt 1,448.8 899.0 Asset retirement obligations 9.2 6.5 Operating lease liabilities, net of current portion 11.8 14.1 Other non-current liabilities 16.8 22.7 Deficit (114.3) (104.0) Total liabilities and deficit $ 1,638.2 $ 935.1 |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments Wink to Webster Pipeline On February 21, 2020, we, through our wholly-owned direct subsidiary Delek Energy, entered into the W2W Holdings LLC Agreement with MPLX Operations LLC ("MPLX") (collectively, with its wholly-owned subsidiaries, the "WWP Project Financing Joint Venture" or the "WWP Project Financing JV"). The WWP Project Financing JV was created for the specific purpose of obtaining financing to fund our combined capital calls resulting from and occurring during the construction period of the pipeline system under the Wink to Webster Pipeline LLC ("WWP") Joint Venture, and to service that debt. In connection with the arrangement, both Delek Energy and MPLX contributed their respective 15% ownership interests in WWP to the WWP Project Financing JV as collateral for and in service of the related project financing. On June 2, 2022, the WWP Project Financing JV refinanced its project finance debt using the proceeds from a $535.0 million senior secured notes issuance due January 31, 2032. In connection with this notes issuance, on June 2, 2022 the WWP Project Financing JV also entered into a senior secured credit agreement that provides for revolving loan commitments in an amount of up to $75.0 million and the issuance of letters of credit in an amount of up to $44.0 million. The maturity date of the revolver and letter credit commitments is June 2, 2027. Distributions received from WWP through the WWP Project Financing JV will first be applied in service of its debt, with excess distributions being made to the members of the WWP Project Financing JV as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements. The obligations of the members under the W2W Holdings LLC Agreement are guaranteed by the parents of the members of the WWP Project Financing JV. On October 13, 2022, we received a $7.9 million excess distribution in accordance with financing arrangements and the W2W Holdings LLC Agreement. The Company evaluated Delek Energy's investment in W2W Holdings LLC ("HoldCo") and determined that HoldCo is a VIE. The Company determined it is not the primary beneficiary since it does not have the power to direct activities that most significantly impact HoldCo. The Company does not hold a controlling financial interest in HoldCo because no single party has the power to direct the activities that most significantly impact HoldCo’s economic performance since power to make the decisions about the significant activities is shared equally with MPLX and all significant decisions require unanimous consent of the board of directors of HoldCo. The Company accounts for its investment in HoldCo using the equity method of accounting due to its significant influence with its 50% membership interest. The Company's maximum exposure to any losses incurred by HoldCo is limited to its investment. As of September 30, 2022, except for the guarantee of member obligations under the W2W Holdings LLC Agreement, the Company does not have other existing guarantees with or to HoldCo, or any third-party for work contracted with it. On September 30, 2021, WWP made the decision to buy Delek out of the Midland Connector Financing Commitment Agreement which provided an interest-free commitment to fund us up to $65.0 million upon completion of a connector to connect the WWP long-haul pipeline to our Big Spring Gathering System, with repayment over 14 years. The buy-out totaled $27.5 million and represented the estimated incremental cost of capital to fund the $65.0 million in expenditures over a 14-year term, and enabled us to recover approximately $18.0 million of capital expenditures that we may not have incurred had it not been for the financing commitment, including approximately $6.6 million that was written off during the third quarter. As a result of the transaction, we recognized $20.9 million of other non-operating income in the third quarter, representing the excess over our current period recognized write-offs. As of September 30, 2022 and December 31, 2021, Delek's investment balance in WWP Project Financing Joint Venture totaled $54.7 million and $49.3 million, respectively, and is included as part of total assets in corporate, other and eliminations in our segment disclosure. In addition on the investment, we recognized income of $1.2 million and $5.4 million for the three and nine months ended September 30, 2022, respectively, and a loss of $8.8 million and $12.9 million for the three and nine months ended September 30, 2021, respectively. Delek Logistics Investments Delek Logistics has a 33% membership interest in Red River Pipeline Company LLC (“Red River”), which owns a 16-inch crude oil pipeline running from Cushing, Oklahoma to Longview, Texas. As of September 30, 2022 and December 31, 2021, Delek's investment balance in Red River totaled $143.7 million and $144.0 million, respectively. We made no capital contributions during the nine months ended September 30, 2022 and made $1.4 million in capital contributions during the nine months ended September 30, 2021 based on capital calls. We recognized income on the investment totaling $4.7 million and $14.6 million for the three and nine months ended September 30, 2022, respectively, and $3.9 million and $9.9 million for the three and nine months ended September 30, 2021, respectively. This investment is accounted for using the equity method and is included as part of total assets in our logistics segment. In addition to Red River, Delek Logistics has two joint ventures that own and operate logistics assets, and which serve third parties and subsidiaries of Delek. We own a 50% membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. to operate one of these pipeline systems (the "Caddo Pipeline") and a 33% membership interest in Andeavor Logistics Rio Pipeline LLC which operates the other pipeline system (the "Rio Pipeline"). As of September 30, 2022 and December 31, 2021, Delek Logistics' investment balances in these joint ventures totaled $104.3 million and $106.0 million, respectively, and were accounted for using the equity method. We recognized income on these investments totaling $3.9 million and $8.1 million for the three and nine months ended September 30, 2022, respectively, and $3.4 million and $8.0 million for the three and nine months ended September 30, 2021, respectively. Other Investments In addition to our pipeline joint ventures, we also have a 50% interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S., as well as a 50% interest in a joint venture that owns, operates and maintains a terminal consisting of an ethanol unit train facility with an ethanol tank in Arkansas. As of September 30, 2022 and December 31, 2021, Delek's investment balance in these joint ventures was $57.9 million and $44.8 million, respectively. We recognized income on these investments totaling $8.0 million and $16.3 million for the three and nine months ended September 30, 2022, respectively, and $4.4 million and $9.5 million for the three and nine months ended September 30, 2021, respectively. These investments are accounted for using the equity method and is included as part of total assets in corporate, other and eliminations in our segment disclosure. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Crude oil, work in process, refined products, blendstocks and asphalt inventory for all of our operations, excluding merchandise inventory in our retail segment, are stated at the lower of cost determined using FIFO basis or net realizable value. Retail merchandise inventory consists of cigarettes, beer, convenience merchandise and food service merchandise and is stated at estimated cost as determined by the retail inventory method. Effective January 1, 2022, we changed our method for valuing the inventory held at the Tyler Refinery to the FIFO inventory valuation method from the LIFO inventory valuation method. Total inventories accounted for using LIFO, prior to the accounting method change, comprised 28.0% of the Company’s total inventories as of December 31, 2021. This change in accounting method is preferable because it provides better consistency across our refineries and improved transparency, and results in recognition that better reflects the physical flow of inventory and more accurately reflects the current value of inventory. After this change, we no longer utilize the LIFO valuation method and the majority of our inventories are now valued using the FIFO cost method, with the remainder valued using the Retail method for the retail segment inventory. The effects of this change have been retrospectively applied to all periods presented. This change resulted in a decrease to retained earnings of $8.7 million as of January 1, 2021 in accordance with ASC 250 , Accounting Changes and Error Corrections. The following table presents the components of inventory for each period presented reflecting the accounting method change discussed above: December 31, 2021 (in millions) September 30, 2022 As Adjusted (1) Refinery raw materials and supplies $ 756.9 $ 516.0 Refinery work in process 223.4 156.2 Refinery finished goods 611.2 550.6 Retail fuel 10.4 9.3 Retail merchandise 29.8 26.2 Logistics refined products 2.5 2.4 Total inventories $ 1,634.2 $ 1,260.7 (1) Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories, as described above. In addition, certain financial statement line items in our Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2021, our Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 and our Consolidated Condensed Balance Sheet as of December 31, 2021, were retrospectively adjusted as follows: Three Months Ended September 30, 2021 (In millions) As Reported (using LIFO) Adjustment As Adjusted (using FIFO) Condensed Consolidated Statements of Income Cost of materials and other $ 2,670.1 $ 7.9 $ 2,678.0 Total cost of sales $ 2,828.1 $ 7.9 $ 2,836.0 Income before income tax expense $ 33.0 $ (7.9) $ 25.1 Income tax expense $ 6.1 $ (1.6) $ 4.5 Net income $ 26.9 $ (6.3) $ 20.6 Net income attributable to Delek $ 18.1 $ (6.3) $ 11.8 Net income per share attributable to Delek Basic $ 0.24 $ (0.08) $ 0.16 Diluted $ 0.24 $ (0.08) $ 0.16 Nine Months Ended September 30, 2021 (In millions) As Reported (using LIFO) Adjustment As Adjusted (using FIFO) Condensed Consolidated Statements of Income Cost of materials and other $ 6,871.4 $ (60.0) $ 6,811.4 Total cost of sales $ 7,412.9 $ (60.0) $ 7,352.9 Loss before income tax benefit $ (189.2) $ 60.0 $ (129.2) Income tax benefit $ (52.3) $ 13.3 $ (39.0) Net loss $ (136.9) $ 46.7 $ (90.2) Net loss attributable to Delek $ (161.6) $ 46.7 $ (114.9) Net loss per share attributable to Delek Basic $ (2.19) $ 0.64 $ (1.55) Diluted $ (2.19) $ 0.64 $ (1.55) December 31, 2021 (In millions) As Reported (using LIFO) Adjustment As Adjusted (using FIFO) Condensed Consolidated Balance Sheet Inventories, net of inventory valuation reserves $ 1,176.1 $ 84.6 $ 1,260.7 Total Assets $ 6,728.0 $ 84.6 $ 6,812.6 Deferred tax liabilities $ 196.4 $ 18.1 $ 214.5 Retained Earnings $ 318.2 $ 66.5 $ 384.7 Total liabilities and stockholders' equity $ 6,728.0 $ 84.6 $ 6,812.6 Nine Months Ended September 30, 2021 (In millions) As Reported (using LIFO) Adjustment As Adjusted (using FIFO) Condensed Consolidated Statements of Cash Flows Net loss $ (136.9) $ 46.7 $ (90.2) Non-cash lower of cost or market/net realizable value adjustment $ (29.9) $ 30.2 $ 0.3 Deferred income taxes $ (50.3) $ 5.7 $ (44.6) Inventories and other current assets $ (186.0) $ (53.1) $ (239.1) Accounts payable and other current liabilities $ 662.2 $ (29.5) $ 632.7 The following tables reflect the effect of the change in the accounting principle on the current period Condensed Consolidated Financial Statements: Three Months Ended September 30, 2022 (In millions) As Computed (using LIFO) As Reported (using FIFO) Effect of Change Condensed Consolidated Statements of Income Cost of materials and other $ 4,797.2 $ 4,916.0 $ (118.8) Total cost of sales $ 5,061.9 $ 5,180.7 $ (118.8) (Loss) income before income tax (benefit) expense $ 139.6 $ 20.8 $ 118.8 Income tax (benefit) expense $ 29.3 $ 4.0 $ 25.3 Net (loss) income attributable to Delek $ 100.9 $ 7.4 $ 93.5 Net (loss) income per share attributable to Delek Basic $ 1.43 $ 0.11 $ 1.32 Diluted $ 1.42 $ 0.10 $ 1.32 Nine Months Ended September 30, 2022 (In millions) As Computed (using LIFO) As Reported (using FIFO) Effect of Change Condensed Consolidated Statements of Income Cost of materials and other $ 14,198.8 $ 14,151.1 $ 47.7 Total cost of sales $ 14,917.0 $ 14,869.3 $ 47.7 Income before income tax expense $ 460.0 $ 507.7 $ (47.7) Income tax expense $ 97.4 $ 107.5 $ (10.1) Net income attributable to Delek $ 338.2 $ 375.8 $ (37.6) Net income per share attributable to Delek Basic $ 4.73 $ 5.26 $ (0.53) Diluted $ 4.69 $ 5.21 $ (0.52) September 30, 2022 (In millions) As Computed (using LIFO) As Reported (using FIFO) Effect of Change Condensed Consolidated Balance Sheet Inventories, net inventory valuation reserves $ 1,527.9 $ 1,634.2 $ (106.3) Total Assets $ 8,290.5 $ 8,396.8 $ (106.3) Accrued expenses and other current $ 990.5 $ 969.8 $ 20.7 Deferred tax liabilities $ 286.7 $ 309.6 $ (22.9) Retained Earnings $ 627.7 $ 731.8 $ (104.1) Total liabilities and stockholders' equity $ 8,290.5 $ 8,396.8 $ (106.3) Nine Months Ended September 30, 2022 (In millions) As Computed (using LIFO) As Reported (using FIFO) Effect of Change Condensed Consolidated Statements of Cash Flows Net income $ 362.6 $ 400.2 $ (37.6) Non-cash lower of cost or market/net realizable value adjustment $ 19.5 $ 19.1 $ 0.4 Deferred income taxes $ 90.8 $ 95.6 $ (4.8) Inventories and other current assets $ (398.5) $ (419.8) $ 21.3 Accounts payable and other current liabilities $ 545.5 $ 524.8 $ 20.7 At September 30, 2022, we recorded a pre-tax inventory valuation reserve of $28.4 million due to a market price decline below our cost of certain inventory products. At December 31, 2021, we recorded a pre-tax inventory valuation reserve of $9.3 million. We recognized a net reduction (increase) in cost of materials and other in the accompanying condensed consolidated statements of income related to the change in pre-tax inventory valuation of $(20.3) million and $(19.1) million for the three and nine months ended September 30, 2022, respectively, and $(0.2) million and $(0.3) million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, we recorded an immaterial cumulative error correction relating to prior periods to capitalize manufacturing overhead costs that should have been included in refining finished goods totaling $21.5 million. The impact of the balance sheet error correction would not have been material to the prior period financial statements and is not material to total inventory. Of that amount, $14.0 million was recognized as a reduction of operating expenses and $7.5 million was recognized as a reduction of depreciation in the refining segment during the three and nine months ended September 30, 2021. |
Crude Oil Supply and Inventory
Crude Oil Supply and Inventory Purchase Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Crude Oil Supply and Inventory Purchase Agreement | Crude Oil Supply and Inventory Purchase Agreement Delek has Supply and Offtake Agreements with J. Aron & Company ("J. Aron") in connection with its El Dorado, Big Spring and Krotz Springs refineries (collectively, the "Supply and Offtake Agreements"). Pursuant to the Supply and Offtake Agreements, (i) J. Aron agrees to sell to us, and we agree to buy from J. Aron, at market prices, crude oil for processing at these refineries and (ii) we agree to sell, and J. Aron agrees to buy, at market prices, certain refined products produced at these refineries. The Supply and Offtake Agreements also provide for the lease to J. Aron of crude oil and refined product storage facilities, and the identification of prospective purchasers of refined products on J. Aron’s behalf. At the inception of the Supply and Offtake Agreements, we transferred title to a certain number of barrels of crude and other inventories to J. Aron (the "Step-In"), and the Supply and Offtake Agreements require the repurchase of remaining inventory (including certain "Baseline Volumes") at the termination of those Agreements (the "Step-Out"). The Supply and Offtake Agreements are accounted for as inventory financing arrangements under the fair value election provided by ASC 815 Derivatives and Hedging ("ASC 815") and ASC 825, Financial Instruments ("ASC 825"). Barrels subject to the Supply and Offtake Agreements are as follows (in millions): El Dorado Big Spring Krotz Springs Baseline Volumes pursuant to the respective Supply and Offtake Agreements 2.0 0.8 1.3 Barrels of inventory consigned under the respective Supply and Offtake Agreements as of September 30, 2022 (1) 3.2 1.5 1.1 Barrels of inventory consigned under the respective Supply and Offtake Agreements as of December 31, 2021 (1) 3.5 1.3 1.2 (1) Includes Baseline Volumes plus/minus over/short quantities. The Supply and Offtake Agreements have certain termination provisions, which may include requirements to negotiate with third parties for the assignment to us of certain contracts, commitments and arrangements, including procurement contracts, commitments for the sale of product, and pipeline, terminalling, storage and shipping arrangements. In April 2020, we amended and restated our three Supply and Offtake Agreements to renew and extend the terms to December 30, 2022. J. Aron has the sole discretion to further extend the three Supply and Offtake Agreements to May 30, 2025 by giving notice at least 6 months prior to the current maturity date; J. Aron did not provide notice to further extend to May 30, 2025. As part of the April 2020 amendment, there were changes to the underlying market index, annual fee, the crude purchase fee, crude roll fees and timing of cash settlements related to periodic price adjustments (the "Periodic Price Adjustments"). The repurchase of Baseline Volumes at the end of the Supply and Offtake Agreement term (representing the "Baseline Step-Out Liability" or, collectively, the "Baseline Step-Out Liabilities") continue to be recorded at fair value under the fair value election included under ASC 815 and ASC 825. The Baseline Step-Out Liabilities have a floating component whose fair value reflects changes to commodity price risk with changes in fair value recorded in cost of materials and other and a fixed component whose fair value reflects changes to interest rate risk with changes in fair value recorded in interest expense. There was no amendment date change in fair value resulting from the modification. The Baseline Step-Out Liabilities are reflected as non-current liabilities on our condensed consolidated balance sheet to the extent that they are not contractually due within twelve months. Monthly activity resulting in over and short volumes are valued using market-indexed pricing, and are included in current liabilities (or receivables) on our condensed consolidated balance sheet. Pursuant to the Periodic Price Adjustments provision in the Supply and Offtake Agreements, the Company may be required to pay down all or a portion of the fixed component of the Baseline Step-Out Liabilities or may receive additional proceeds depending on the change in fair value of the inventory collateral subject to a threshold at certain specified periodic pricing dates (the "Periodic Pricing Dates"), which occur on October 1st and May 1st, annually, not to extend beyond expiration of the Supply and Offtake Agreements. Additionally, at the Periodic Pricing Dates, if a Periodic Price Adjustment is triggered, the prospective pricing underlying the fixed component of the Baseline Step-Out Liabilities will be adjusted to reflect either the pay-down or the incremental proceeds, accordingly. As of September 30, 2022, the fixed component of the Baseline Step-Out Liabilities subject to the Periodic Price Adjustments amounted to approximately $72.8 million. Some portion of that amount may become due or payable if Periodic Price Adjustments are triggered on the Periodic Pricing Dates. Gains (losses) related to changes in fair value due to commodity-index price are recorded as a component of cost of materials and other in the consolidated statements of income. With respect to the Baseline Step-Out liabilities, we recognized gains (losses) in cost of materials and other attributable to changes in fair value due to commodity-index price totaling $124.2 million and $(82.6) million during the three and nine months ended September 30, 2022, respectively, and $(0.8) million and $(104.9) million during the three and nine months ended September 30, 2021, respectively. Net balances payable (receivable) under the Supply and Offtake Agreements were as follows as of the balance sheet dates (in millions): El Dorado Big Spring Krotz Springs Total Balances as of September 30, 2022: Baseline Step-Out Liability $ 200.1 $ 86.1 $ 126.8 $ 413.0 Revolving over/short inventory financing liability (receivable) 120.8 77.4 (15.0) 183.2 Total Obligations Under Supply and Offtake Agreements - Current portion $ 320.9 $ 163.5 $ 111.8 $ 596.2 Other (receivable) payable for monthly activity true-up $ 23.7 $ 23.5 $ 24.0 $ 71.2 El Dorado Big Spring Krotz Springs Total Balances as of December 31, 2021: Baseline Step-Out Liability $ 159.6 $ 68.4 $ 102.4 $ 330.4 Revolving over/short inventory financing liability (receivable) 120.9 41.1 (4.9) 157.1 Total Obligations Under Supply and Offtake Agreements - Current portion $ 280.5 $ 109.5 $ 97.5 $ 487.5 Other (receivable) payable for monthly activity true-up $ (2.7) $ 1.0 $ 7.0 $ 5.3 The Supply and Offtake Agreements require payments of fixed annual fees which are factored into the interest rate yield under the fair value accounting model and recorded in interest expense. Recurring cash fees paid during the periods presented were as follows (in millions): El Dorado Big Spring Krotz Springs Total Recurring cash fees paid during the three months ended September 30, 2022 $ 3.6 $ 1.3 $ 1.0 $ 5.9 Recurring cash fees paid during the three months ended September 30, 2021 $ 2.5 $ 0.9 $ 1.0 $ 4.4 Recurring cash fees paid during the nine months ended September 30, 2022 $ 9.5 $ 3.3 $ 3.3 $ 16.1 Recurring cash fees paid during the nine months ended September 30, 2021 $ 7.7 $ 2.4 $ 3.2 $ 13.3 We maintained letters of credit under the Supply and Offtake Agreements as follows (in millions): El Dorado Letters of credit outstanding as of September 30, 2022 $ 145.0 Letters of credit outstanding as of December 31, 2021 $ 195.0 |
Long-Term Obligations and Notes
Long-Term Obligations and Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Obligations and Notes Payable | Long-Term Obligations and Notes Payable Outstanding borrowings, net of unamortized debt discounts and certain deferred financing costs, under Delek’s existing debt instruments are as follows (in millions): September 30, 2022 December 31, 2021 Revolving Credit Facility $ — $ — Term Loan Credit Facility (1) 1,234.8 1,240.0 Hapoalim Term Loan (2) — 29.0 Delek Logistics Credit Facility (3) 806.4 258.0 Delek Logistics 2025 Notes (4) 247.4 246.7 Delek Logistics 2028 Notes (5) 395.0 394.3 United Community Bank Revolver 50.0 50.0 2,733.6 2,218.0 Less: Current portion of long-term debt and notes payable 63.0 92.2 $ 2,670.6 $ 2,125.8 (1) Net of deferred financing costs of $1.7 million and $2.2 million at September 30, 2022 and December 31, 2021, respectively and debt discount of $13.7 million and $17.8 million at September 30, 2022 and December 31, 2021, respectively. (2) Net of deferred financing costs of $0.1 million and a debt discount of $0.1 million at December 31, 2021. (3) Net of deferred financing costs of $0.5 million at September 30, 2022. (4) Net of deferred financing costs of $2.0 million and $2.5 million at September 30, 2022 and December 31, 2021, respectively and debt discount of $0.6 million and $0.8 million at September 30, 2022 and December 31, 2021, respectively. (5) Net of deferred financing costs of $5.0 million and $5.7 million at September 30, 2022 and December 31, 2021, respectively. Delek Revolver and Term Loan On March 30, 2018 (the "Closing Date"), Delek entered into (i) a new term loan credit agreement with Wells Fargo Bank, National Association, as administrative agent (the "Term Administrative Agent"), Delek, as borrower, certain subsidiaries of Delek, as guarantors, and the lenders from time to time party thereto, providing for a senior secured term loan facility in an amount of $700.0 million (the "Term Loan Credit Facility") and (ii) a second amended and restated credit agreement with Wells Fargo Bank, National Association, as administrative agent (the "Revolver Administrative Agent"), Delek, as borrower, certain subsidiaries of Delek, as guarantors, and the other lenders party thereto, providing for a senior secured asset-based revolving credit facility with commitments of $1.0 billion (the "Revolving Credit Facility" and, together with the Term Loan Credit Facility, the "New Credit Facilities"). The Revolving Credit Facility permits borrowings in Canadian dollars of up to $50.0 million. Effective March 21, 2022, the limits for the issuance of letters of credit for the Revolving Credit Facility increased from of up to $400.0 million to up to $500.0 million, including letters of credit denominated in Canadian dollars of up to $10.0 million. Delek may designate restricted subsidiaries as additional borrowers under the Revolving Credit Facility. The Term Loan Credit Facility was drawn in full for $700.0 million on the Closing Date at an original issue discount of 0.50%. Proceeds under the Term Loan Credit Facility, as well as proceeds of approximately $300.0 million in borrowings under the Revolving Credit Facility on the Closing Date, were used to repay certain indebtedness of Delek and its subsidiaries (the “Refinancing”), as well as certain fees, costs and expenses in connection with the closing of the New Credit Facilities, with any remaining proceeds held in cash. Proceeds of future borrowings under the Revolving Credit Facility may be used for working capital and general corporate purposes of Delek and its subsidiaries. On May 22, 2019 (the "First Incremental Effective Date"), we amended the Term Loan Credit Facility agreement pursuant to the terms of the First Incremental Amendment to Term Loan Credit Agreement (the "Incremental Amendment"). Pursuant to the Incremental Amendment, the Company borrowed $250.0 million in aggregate principal amount of incremental term loans (the “Incremental Term Loans”) at an original issue discount of 0.75%. On November 12, 2019 (the "Second Incremental Effective Date"), we amended the Term Loan Credit facility agreement pursuant to the terms of the Second Incremental Amendment to the Term Loan Credit Agreement (the "Second Incremental Amendment") and borrowed $150.0 million in aggregate principal amount of incremental term loans (the "Incremental Loans") at an original issue discount of 1.21%. The terms of the Incremental Term Loans and Incremental Loans are substantially identical to the terms applicable to the initial term loans under the Term Loan Credit Facility borrowed in March 2018. There are no restrictions on the Company's use of the proceeds of the Incremental Term Loans and Incremental Loans. The proceeds may be used for (i) reducing utilizations under the Revolving Credit Facility, (ii) general corporate purposes and (iii) paying transaction fees and expenses associated with the incremental amendments. On May 19, 2020, we amended the Term Loan Credit Facility agreement and borrowed $200.0 million in aggregate principal amount of incremental term loans (the “Third Incremental Term Loan”) at an original issue discount of 7.00%. The Third Incremental Term Loan constitutes a separate class of term loans (the "Class B Loans") under the Term Loan Credit Facility from those initially borrowed in March 2018 and the incremental term loans borrowed in May 2019 and November 2019 (collectively, the "Class A Loans"). Delek may voluntarily prepay the outstanding Third Incremental Term Loan at any time subject to customary breakage costs with respect to LIBOR loans and subject to a prepayment premium of 1.00% in connection with certain customary repricing events that may occur during the period from the day after the first anniversary of the Third Incremental Term Loan through the second anniversary of the Third Incremental Term Loan. The other terms of the Third Incremental Term Loan are substantially identical to the terms applicable to the Class A Loans. The proceeds of the Third Incremental Term Loan may be used (i) for general corporate purposes and (ii) to pay transaction fees and expenses associated with the Third Incremental Term Loan. Interest and Unused Line Fees The interest rates applicable to borrowings under the Term Loan Credit Facility and the Revolving Credit Facility are based on a fluctuating rate of interest measured by reference to either, at Delek’s option, (i) a base rate, plus an applicable margin, or (ii) a reserve-adjusted LIBOR, plus an applicable margin (or, in the case of Revolving Credit Facility borrowings denominated in Canadian dollars, the Canadian dollar bankers' acceptances rate ("CDOR"). On October 26, 2018, Delek entered into an amendment to the Term Loan Credit Facility (the “First Amendment”) to reduce the margin on certain borrowings under the Term Loan Credit Facility and incorporate certain other changes. The First Amendment decreased the applicable margins for Class A Loans under (i) Base Rate Loans by 0.25% to 1.25% and (ii) LIBOR Rate Loans by 0.25% to 2.25%, as such terms are defined in the Term Loan Credit Facility. Class B Loans incurred under the Third Incremental Term Loan bear interest at a rate that is determined, at the Company’s election, at LIBOR or at base rate, in each case, plus an applicable margin of 5.50% with respect to LIBOR borrowings and 4.50% with respect to base rate borrowings. Additionally, Class B loans that are LIBOR borrowings are subject to a minimum LIBOR rate floor of 1.00%. The applicable margin for Revolving Credit Facility borrowings is based on Delek’s excess availability as determined by reference to a borrowing base, ranging from 0.25% to 0.75% per annum with respect to base rate borrowings and from 1.25% to 1.75% per annum with respect to LIBOR and CDOR borrowings. In addition, the Revolving Credit Facility requires Delek to pay an unused line fee on the average amount of unused commitments thereunder in each quarter, which fee is at a rate of 0.25% or 0.375% per annum, depending on average commitment usage for such quarter. As of September 30, 2022, the unused line fee was 0.375% per annum. Maturity and Repayments The Revolving Credit Facility will mature and the commitments thereunder will terminate on March 30, 2023. The Term Loan Credit Facility matures on March 30, 2025 and requires scheduled quarterly principal payments on the last business day of the applicable quarter. Pursuant to the Second Incremental Amendment, the quarterly payments increased to $2.75 million commencing with December 31, 2019 on the Class A Loans. Additionally, the Term Loan Credit Facility requires prepayments by Delek with the net cash proceeds from certain debt incurrences, asset dispositions and insurance or condemnation events with respect to Delek’s assets, subject to certain exceptions, thresholds and reinvestment rights. The Term Loan Credit Facility also requires annual prepayments with a variable percentage of Delek’s excess cash flow, ranging from 50.0% to 0% depending on Delek’s consolidated fiscal year end secured net leverage ratio. The Third Incremental Term Loan requires quarterly payments on the Class B Loans of $0.5 million commencing June 30, 2020. Guarantee and Security The obligations of the borrowers under the New Credit Facilities are guaranteed by Delek and each of its direct and indirect, existing and future, wholly-owned domestic subsidiaries, subject to customary exceptions and limitations, and excluding Delek Logistics Partners, LP, Delek Logistics GP, LLC, and each subsidiary of the foregoing (collectively, the "MLP Subsidiaries"). Borrowings under the New Credit Facilities are also guaranteed by DK Canada Energy ULC, a British Columbia unlimited liability company and a wholly-owned restricted subsidiary of Delek. The Revolving Credit Facility is secured by a first priority lien over substantially all of Delek’s and each guarantor's receivables, inventory, renewable identification numbers ("RINs"), instruments, intercompany loan receivables, deposit and securities accounts and related books and records and certain other personal property, subject to certain customary exceptions (the "Revolving Priority Collateral"), and a second priority lien over substantially all of Delek's and each guarantor's other assets, including all of the equity interests of any subsidiary held by Delek or any guarantor (other than equity interests in certain MLP Subsidiaries) subject to certain customary exceptions, but excluding real property (such real property and equity interests, the "Term Priority Collateral"). The Term Loan Credit Facility is secured by a first priority lien on the Term Priority Collateral and a second priority lien on the Revolving Priority Collateral, all in accordance with an intercreditor agreement between the Term Administrative Agent and the Revolver Administrative Agent and acknowledged by Delek and the subsidiary guarantors. Certain excluded assets are not included in the Term Priority Collateral and the Revolving Priority Collateral. Additional Information At September 30, 2022, the borrowing rate for base rate loans under the Revolving Credit Facility was 6.50% and there was no principal amount outstanding thereunder. Additionally, there were letters of credit issued of approximately $212.6 million as of September 30, 2022 under the Revolving Credit Facility. Unused credit commitments under the Revolving Credit Facility, as of September 30, 2022, were approximately $787.4 million. At September 30, 2022, the weighted average borrowing rate under the Term Loan Credit Facility was approximately 5.87% comprised entirely of LIBOR borrowings, and the principal amount outstanding thereunder was $1,250.2 million. As of September 30, 2022, the effective interest rate related to the Term Loan Credit Facility was 6.41%. Delek Hapoalim Term Loan On December 31, 2019, Delek entered into an unsecured term loan credit and guaranty agreement (the "BHI Agreement") with Bank Hapoalim B.M. ("BHI") as the administrative agent. Pursuant to the BHI Agreement, on December 31, 2019, Delek borrowed $40.0 million (the "BHI Term Loan"). The interest rate under the BHI Agreement is equal to LIBOR plus a margin of 3.00%. The BHI Agreement has a current maturity of December 31, 2022 and requires quarterly loan amortization payments of $0.1 million, commencing March 31, 2020. Proceeds may be used for general corporate purposes. On December 30, 2020 and June 28, 2021, we amended the BHI Agreement to modify one of the required quarterly financial covenant metrics; there were no other changes as a result of these amendments. On July 30, 2021, January 31, 2022, and June 30, 2022, we elected to voluntarily prepay $10.0 million in principal of the term loan. A final voluntary principal prepayment of $9.0 million was made on September 30, 2022, thereby repaying the BHI Term Loan in full. Delek Logistics Credit Facility On September 28, 2018, Delek Logistics and all of its subsidiaries entered into a third amended and restated senior secured revolving credit agreement with Fifth Third Bank ("Fifth Third") as administrative agent and a syndicate of lenders (hereafter, the "Delek Logistics Credit Facility") with lender commitments of $850.0 million. The Delek Logistics Credit Facility also contains an accordion feature whereby Delek Logistics 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 Delek Logistics Credit Facility are secured by first priority liens on substantially all of Delek Logistics' tangible and intangible assets. The Delek Logistics Credit Facility has a maturity date of September 28, 2023. Borrowings under the Delek Logistics Credit Facility bear interest at either a U.S. dollar prime rate, Canadian dollar prime rate, or recently amended term Secured Overnight Financing Rate (“Term SOFR”), or a CDOR rate, in each case plus applicable margins, at the election of the borrowers and as a function of draw down currency. The applicable margin in each case and the fee payable for the unused revolving commitments vary based upon Delek Logistics' most recent total leverage ratio calculation delivered to the lenders, as called for and defined under the terms of the Delek Logistics Credit Facility. At September 30, 2022, the weighted average borrowing rate was approximately 5.64%. Additionally, the Delek Logistics Credit Facility requires Delek Logistics to pay a leverage ratio dependent quarterly fee on the average unused revolving commitment. As of September 30, 2022, this fee was 0.50% on an annualized basis. In August 2020, Delek Logistics entered into a First Amendment to the Delek Logistics 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, the general partner. It also modified the total leverage ratio and the senior leverage ratio (each as defined in the Delek Logistics Credit Facility) calculations to reduce the total funded debt (as defined in the Delek Logistics Credit Facility) component thereof by the total amount of unrestricted consolidated cash and cash equivalents on the balance sheet of the Delek Logistics and its subsidiaries up to $20.0 million. On May 13, 2022, Delek Logistics entered into a Second Amendment to the Delek Logistics Credit Facility which, among other things, provided for the transition from a LIBOR benchmark to 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 Delek Logistics Credit Facility. On May 26, 2022, Delek Logistics entered into a Third Amendment to the Delek Logistics Credit Facility which, among other things, provides for certain changes to the Delek Logistics Credit Facility in connection with the previously announced acquisition of 3 Bear in respect of pro forma calculations and certain other requirements under the Delek Logistics Credit Facility. Further, on May 26, 2022, Delek Logistics entered into a Fourth Amendment (the “Fourth Amendment”) to the Delek Logistics Credit Facility. Among other things, the Fourth Amendment: (i) increased the U.S. Revolving Credit Commitments (as defined in the Delek Logistics Credit Facility) by an amount equal to $150.0 million, resulting in aggregate lender commitments under the Delek Logistics Credit Facility in an amount of $1.0 billion, (ii) increased the U.S. L/C Sublimit (as defined in the Delek Logistics Credit Facility) to an aggregate amount equal to $90.0 million and (iii) increased the U.S. Swing Line Sublimit (as defined in the Delek Logistics Credit) to an aggregate amount equal to $18.0 million. As of September 30, 2022, Delek Logistics had $806.9 million of outstanding borrowings under the Delek Logistics Credit Facility, with no letters of credit in place. Unused credit commitments under the Delek Logistics Credit Facility, as of September 30, 2022, were $193.1 million. Delek Logistics 2025 Notes On May 23, 2017, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp. (“Finance Corp.” and together with Delek Logistics, the “Issuers”) issued $250.0 million in aggregate principal amount of 6.75% senior notes due 2025 (the “Delek Logistics 2025 Notes”) at a discount. The Delek Logistics 2025 Notes are general unsecured senior obligations of the Issuers. The Delek Logistics 2025 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics' existing subsidiaries (other than Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of Delek Logistics' future subsidiaries. The Delek Logistics 2025 Notes rank equal in right of payme nt with all existing and future senior indebtedness of the Issuers, and senior in right of payment to any future subordinated indebtedness of the Issuers. The Delek Logistics 2025 Notes will mature on May 15, 2025 and i nterest on the Delek Logistics 2025 Notes is payable semi-annually in arrears on each May 15 and November 15. In May 2018, the Delek Logistics 2025 Notes were exchanged for new notes with terms substantially identical in all material respects with the Delek Logistic 2025 Notes except the new notes do not contain terms with respect to transfer restrictions. All or part of the Delek Logistics 2025 Notes are currently redeemable, subject to certain conditions and limitations, at a redemption price of 101.688% of the redeemed principal for 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 Delek Logistics 2025 Notes from holders at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. As of September 30, 2022, we had $250.0 million in outstanding principal amount under the Delek Logistics 2025 Notes, and the effective interest rate was 7.19%. Delek Logistics 2028 Notes On May 24, 2021, Delek Logistics and Finance Corp. (collectively, the “Co-issuers”), issued $400.0 million in aggregate principal amount of the Co-issuers 7.125% Senior Notes due 2028 (the “Delek Logistics 2028 Notes”), at par, pursuant to an indenture with U.S. Bank, National Association as trustee. The Delek Logistics 2028 Notes are general unsecured senior obligations of the Co-issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics’ subsidiaries other than Finance Corp. and will be unconditionally guaranteed on the same basis by certain of Delek Logistics’ future subsidiaries. The Delek Logistics 2028 Notes rank equal in right of payment with all existing and future senior indebtedness of the Co-issuers, and senior in right of payment to any future subordinated indebtedness of the Co-issuers. The Delek Logistics 2028 Notes will mature on June 1, 2028, and interest 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 Co-issuers may redeem up to 35% of the aggregate principal amount of the Delek Logistics 2028 Notes with the net cash proceeds of one or more equity offerings by Delek Logistics 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 Co-issuers may also redeem all or part of the Delek Logistics 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 Co-issuers may, subject to certain conditions and limitations, redeem all or part of the Delek Logistics 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 Co-issuers will be obligated to make an offer for the purchase of the Delek Logistics 2028 Notes from holders at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. As of September 30, 2022, we had $400.0 million in outstanding principal amount under the Delek Logistics 2028 Notes, and the effective interest rate was 7.40%. United Community Bank Revolver Delek has an unsecured revolving credit agreement with United Community Bank (formally Reliant Bank) (the "United Community Bank Revolver") with a maximum borrowing commitment of $50.0 million. On June 30, 2022, among other things, we amended the United Community Bank Revolver to extend the maturity date to June 30, 2023 and change the interest rate per annum to a variable rate equal to the Wall Street Journal Prime Rate plus 0.75% effective July 1, 2022. The revolving credit agreement requires us to pay a quarterly fee of 0.50% on an annualized basis on the average unused revolving commitment. As of September 30, 2022, the interest rate was 7.00% under the United Community Revolver and we had $50.0 million outstanding, with no unused credit commitments available. Restrictive Covenants Under the terms of our Revolving Credit Facility, Term Loan Credit Facility, Delek Logistics Credit Facility, Delek Logistics 2025 Notes, Delek Logistics 2028 Notes, United Community Bank Revolver and BHI Agreement, we are required to comply with certain usual and customary financial and non-financial covenants. The terms and conditions of the Revolving Credit Facility include periodic compliance with a springing minimum fixed charge coverage ratio financial covenant if excess availability under the revolver borrowing base is below certain thresholds, as defined in the credit agreement. The Term Loan Credit Facility does not have any financial maintenance covenants. We believe we were in compliance with all covenant requirements under each of our credit facilities as of September 30, 2022. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments We use the majority of our derivatives to reduce normal operating and market risks with the primary objective of reducing the impact of market price volatility on our results of operations. As such, our use of derivative contracts is aimed at: • limiting our exposure to commodity price fluctuations on inventory above or below target levels (where appropriate) within each of our segments; • managing our exposure to commodity price risk associated with the purchase or sale of crude oil, feedstocks/intermediates and finished grade fuel within each of our segments; • managing our exposure to market crack spread fluctuations; • managing the cost of our credits required by the U.S. Environmental Protection Agency ("EPA") to blend biofuels into fuel products ("RINs Obligation") using future commitments to purchase or sell RINs at fixed prices and quantities; and • limiting the exposure to interest rate fluctuations on our floating rate borrowings. We primarily utilize commodity swaps, futures, forward contracts and options contracts, generally with maturity dates of three years or less, and from time to time interest rate swaps or caps to achieve these objectives. Futures contracts are standardized agreements, traded on a futures exchange, to buy or sell a commodity at a predetermined price and location at a specified future date. Options provide the right, but not the obligation to buy or sell the commodity at a specified price in the future. Commodity swaps and futures contracts require cash settlement for the commodity based on the difference between a fixed or floating price and the market price on the settlement date, and options require payment/receipt of an upfront premium. Because these derivatives are entered into to achieve objectives specifically related to our inventory and production risks, such gains and losses (to the extent not designated as accounting hedges and recognized on an unrealized basis in other comprehensive income) are recognized in cost of materials and other. Forward contracts are agreements to buy or sell a commodity at a predetermined price at a specified future date, and for our transactions, generally require physical delivery. Forward contracts where the underlying commodity will be used or sold in the normal course of business qualify as normal purchases and normal sales ("NPNS") pursuant to ASC 815. If we elect the NPNS exception, such forward contracts are not accounted for as derivative instruments but rather are accounted for under other applicable GAAP. Commodity forward contracts accounted for as derivative instruments are recorded at fair value with changes in fair value recognized in earnings in the period of change. Our Canadian crude trading operations are accounted for as derivative instruments, and the related unrealized and realized gains and losses are recognized in other operating income, net on the condensed consolidated statements of income. Additionally, as of and for the three and nine months ended September 30, 2022, other forward contracts accounted for as derivatives that are specific to managing crude costs rather than for trading purposes are recognized in cost of materials and other on the accompanying condensed consolidated statements of income in our refining segment, and are included in our disclosures of commodity derivatives in the tables below. Futures, swaps or other commodity related derivative instruments that are utilized to specifically provide economic hedges on our Canadian forward contract or investment positions are recognized in other operating income, net because that is where the related underlying transactions are reflected. From time to time, we also enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our RINs Obligation. These future RINs commitment contracts meet the definition of derivative instruments under ASC 815 , and are recorded at estimated fair value in accordance with the provisions of ASC 815. Changes in the fair value of these future RINs commitment contracts are recorded in cost of materials and other on the condensed consolidated statements of income. As of September 30, 2022, we do not believe there is any material credit risk with respect to the counterparties to any of our derivative contracts. In accordance with ASC 815, certain of our commodity swap contracts have been designated as cash flow hedges and the change in fair value between the execution date and the end of period has been recorded in other comprehensive income. The fair value of these contracts is recognized in income in the same financial statement line item as hedged transaction at the time the positions are closed and the hedged transactions are recognized in income. The following table presents the fair value of our derivative instruments as of September 30, 2022 and December 31, 2021. The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under our master netting arrangements, including cash collateral on deposit with our counterparties. We have elected to offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements. As a result, the asset and liability amounts below differ from the amounts presented in our condensed consolidated balance sheets. See Note 11 for further information regarding the fair value of derivative instruments (in millions). September 30, 2022 December 31, 2021 Derivative Type Balance Sheet Location Assets Liabilities Assets Liabilities Derivatives not designated as hedging instruments: Commodity derivatives (1) Other current assets $ 148.9 $ (109.5) $ 21.5 $ — Commodity derivatives (1) Other current liabilities 60.0 (73.4) 101.5 (102.3) Commodity derivatives (1) Other long-term assets 35.3 (34.2) — — Commodity derivatives (1) Other long-term liabilities — — 6.1 (6.1) RIN commitment contracts (2) Other current assets 9.7 — 1.6 — RIN commitment contracts (2) Other current liabilities — (7.8) — (0.7) Total gross fair value of derivatives $ 253.9 $ (224.9) $ 130.7 $ (109.1) Less: Counterparty netting and cash collateral (3) 179.5 (203.7) 107.1 (82.4) Total net fair value of derivatives $ 74.4 $ (21.2) $ 23.6 $ (26.7) (1) As of September 30, 2022 and December 31, 2021, we had open derivative positions representing 115,800,264 and 182,525,893 barrels, respectively, of crude oil and refined petroleum products. There were no open positions designated as cash flow hedging instruments as of September 30, 2022 and December 31, 2021. Additionally, as of September 30, 2022 and December 31, 2021, we had open derivative positions representing 7,785,000 and 1,320,000 MMBTU of natural gas products. (2) As of September 30, 2022 and December 31, 2021, we had open RINs commitment contracts representing 150,800,000 and 16,325,000 RINs, respectively. (3) As of September 30, 2022 and December 31, 2021, $24.2 million and $(24.7) million, respectively, of cash collateral (obligation) held by counterparties has been netted with the derivatives with each counterparty. Total gains (losses) on our non-trading commodity derivatives and RINs commitment contracts recorded in the condensed consolidated statements of income are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Gains (losses) on hedging derivatives not designated as hedging instruments recognized in cost of materials and other (1) $ 78.0 $ (23.2) $ (27.7) $ 56.4 Gains (losses) on non-trading physical forward contract commodity derivatives in cost of materials and other 0.3 7.5 5.1 7.5 (Losses) gains on hedging derivatives not designated as hedging instruments recognized in operating expenses — — (1.7) — Realized gains reclassified out of accumulated other comprehensive income and into cost of materials and other on commodity derivatives designated as cash flow hedging instruments — — — 0.2 Total gains (losses) $ 78.3 $ (15.7) $ (24.3) $ 64.1 (1) Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $24.8 million and $20.2 million for the three and nine months ended September 30, 2022, respectively, and $(6.8) million and $(16.2) million for the three and nine months ended September 30, 2021, respectively. The effect of cash flow hedge accounting on the condensed consolidated statements of income is as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Gain (loss) on cash flow hedging relationships recognized in cost of materials and other: Commodity contracts: Hedged items $ — $ — $ — $ (0.2) Derivative designated as hedging instruments — — — 0.2 Total $ — $ — $ — $ — For cash flow hedges, no component of the derivative instruments’ gains or losses was excluded from the assessment of hedge effectiveness for the three and nine months ended September 30, 2022 or 2021. There were no gains (losses), net of tax, on settled commodity contracts during the three and nine months ended September 30, 2022 and $0.2 million during the nine months ended September 30, 2021, respectively, which were reclassified into cost of materials and other in the condensed consolidated statements of income. As of September 30, 2022, we estimate that no amount of deferred gains related to commodity cash flow hedges will be reclassified into cost of materials and other over the next 12 months as a result of hedged transactions that are forecasted to occur. Total (losses) gains on our trading derivatives (none of which were designated as hedging instruments) recorded in other operating income, net on the condensed consolidated statements of income are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Trading Physical Forward Contract Commodity Derivatives Realized gains (losses) $ 1.2 $ 2.8 $ 19.7 $ 4.9 Unrealized losses — (0.8) (0.3) (0.4) Total $ 1.2 $ 2.0 $ 19.4 $ 4.5 Trading Hedging Commodity Derivatives Realized gains (losses) $ (0.3) $ (0.9) $ 11.6 $ (5.9) Unrealized gains (losses) 0.7 0.7 (15.8) 0.2 Total $ 0.4 $ (0.2) $ (4.2) $ (5.7) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Our assets and liabilities that are measured at fair value include commodity derivatives, investment commodities, environmental credits obligations and Supply and Offtake Agreements. Delek applies the provisions of ASC 820, Fair Value Measurements ("ASC 820"), which defines fair value, establishes a framework for its measurement and expands disclosures about fair value measurements. ASC 820 requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly through market-corroborated inputs. Level 3 inputs are unobservable inputs for the asset or liability reflecting our assumptions about pricing by market participants. Our commodity derivative contracts, which consist of commodity swaps, exchange-traded futures, options and physical commodity forward purchase and sale contracts (that do not qualify for the NPNS exception under ASC 815), are valued based on exchange pricing and/or price index developers such as Platts or Argus and are, therefore, classified as Level 2. Our RINs commitment contracts are future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our Consolidated Net RINs Obligation (as defined in our accounting policies in Note 2 to the audited consolidated financial statements included in Item. 8 Financial Statements and Supplementary Data, of our December 31, 2021 Annual Report on Form 10-K). These RINs commitment contracts (which are forward contracts accounted for as derivatives – see Note 10) are categorized as Level 2, and are measured at fair value based on quoted prices from an independent pricing service. Our environmental credits obligation surplus or deficit includes the Consolidated Net RINs Obligation surplus or deficit, as well as other environmental credit obligation surplus or deficit positions subject to fair value accounting pursuant to our accounting policy). The environmental credits obligation surplus or deficit is categorized as Level 2, if measured at fair value either directly through observable inputs or indirectly through market-corroborated inputs, and gains (losses) related to changes in fair value are recorded as a component of cost of materials and other in the consolidated statements of income. With respect to our Consolidated Net RINs Obligation surplus or deficit, we recognized gains (losses) on changes in fair value totaling $(12.6) million and $(53.6) million for three and nine months ended September 30, 2022, respectively, and $46.6 million and $(58.3) million for three and nine months ended September 30, 2021, respectively, primarily attributable to changes in the market prices of the underlying credits that occurred at the end of each quarter including changes in volume requirements related to the 2020, 2021 and 2022 RINs Obligation to reflect the June 2022 EPA finalized volume requirements. As of and for the nine months ended September 30, 2022 and 2021, we elected to account for our J. Aron step-out liability at fair value in accordance with ASC 825 , as it pertains to the fair value option. This standard permits the election to carry financial instruments and certain other items similar to financial instruments at fair value on the balance sheet, with all changes in fair value reported in earnings. With respect to the amended and restated Supply and Offtake Agreements, such amendments being effective April 2020 for all the agreements, we apply fair value measurement as follows: (1) we determine fair value for our amended variable step-out liability based on changes in fair value related to market volatility based on a floating commodity-index price, and for our amended fixed step-out liability based on changes to interest rates and the timing and amount of expected future cash settlements where such obligation is categorized as Level 2 Gains (losses) related to changes in fair value due to commodity-index price are recorded as a component of cost of materials and other, and changes in fair value due to interest rate risk are recorded as a component of interest expense in the condensed consolidated statements of income; and (2) we determine fair value of the commodity-indexed revolving over/short inventory financing liability based on the market prices for the consigned crude oil and refined products collateralizing the financing/funding where such obligation is categorized as Level 2 and is presented in the current portion of the Obligation under Supply and Offtake Agreements on our condensed consolidated balance sheets. Gains (losses) related to the change in fair value are recorded as a component of cost of materials and other in the condensed consolidated statements of income. For all other financial instruments, the fair value approximates the historical or amortized cost basis comprising our carrying value and therefore are not included in the table below. The fair value hierarchy for our financial assets and liabilities accounted for at fair value on a recurring basis was as follows (in millions): September 30, 2022 Level 1 Level 2 Level 3 Total Assets Commodity derivatives $ — $ 244.2 $ — $ 244.2 Commodity investments 9.8 — — 9.8 RINs commitment contracts — 9.7 — 9.7 Total assets 9.8 253.9 — 263.7 Liabilities Commodity derivatives — (217.1) — (217.1) RINs commitment contracts — (7.8) — (7.8) Environmental credits obligation deficit — (168.7) — (168.7) J. Aron supply and offtake obligations — (596.2) — (596.2) Total liabilities — (989.8) — (989.8) Net liabilities $ 9.8 $ (735.9) $ — $ (726.1) December 31, 2021 Level 1 Level 2 Level 3 Total Assets Commodity derivatives $ — $ 129.1 $ — $ 129.1 RINs commitment contracts — 1.6 — 1.6 Total assets — 130.7 — 130.7 Liabilities Commodity derivatives — (108.4) — (108.4) RINs commitment contracts — (0.7) — (0.7) Environmental credits obligation deficit — (172.2) — (172.2) J. Aron supply and offtake obligations — (487.5) — (487.5) Total liabilities — (768.8) — (768.8) Net liabilities $ — $ (638.1) $ — $ (638.1) The derivative values above are based on analysis of each contract as the fundamental unit of account as required by ASC 820. In the table above, derivative assets and liabilities with the same counterparty are not netted where the legal right of offset exists. This differs from the presentation in the financial statements which reflects our policy, wherein we have elected to offset the fair value amounts recognized for multiple derivative instruments executed with the same counterparty and where the legal right of offset exists. As of September 30, 2022 and December 31, 2021, $24.2 million and $(24.7) million, respectively, of cash collateral (obligation) was held by counterparty brokerage firms and has been netted with the net derivative positions with each counterparty. See Note 10 for further information regarding derivative instruments. Non-Recurring Fair Value Measurements The 3 Bear Acquisition was accounted for as a business combination using the acquisition method of accounting, with the assets acquired and liabilities assumed at their respective acquisition date fair values at the closing date. The fair value measurements were based on a combination of valuation methods including discounted cash flows, the market approach and obsolescence adjusted replacement costs, all of which are Level 3 inputs. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. Certain environmental matters that have or may result in penalties or assessments are discussed below in the " Environmental, Health and Safety" section of this note. On June 19, 2017, the Arkansas Teacher Retirement System filed a lawsuit in the Delaware Court of Chancery (Arkansas Teacher Retirement System v. Alon USA Energy, Inc., et al., Case No. 2017-0453), asserting claims for breach of fiduciary duty in connection with the business combination of Delek US Holdings, Inc. and Alon USA Energy, Inc. Following a mediation, the parties to the litigation agreed to a settlement and release of all claims of the plaintiff class in exchange for the defendants' agreement to pay $44.8 million into a settlement fund, of which our insurance carriers agreed to fund approximately $42.5 million under the applicable insurance policies and pursuant to varying limits and limitations. The settlement, in which the Company and other defendants expressly deny all assertions of wrongdoing or fault, was approved by the Court on October 29, 2021. In addition to the $2.3 million of the settlement that was not covered by insurance, we accrued $4.2 million of estimated unpaid and remaining legal fees . As of September 30, 2022 the remaining unpaid balance is $0.2 million, and is included in accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheet. Self-insurance With respect to workers’ compensation claims, we are subject to claims losses up to a $4.0 million deductible on a per accident basis, general liability claims up to $4.0 million on a per occurrence basis and medical claims for eligible full-time employees up to $0.3 million per covered individual per calendar year. We are also subject to auto liability claims losses up to a $4.0 million deductible on a per accident basis. We have umbrella liability insurance available to each of our segments in an amount determined reasonable by management. 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 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, pollution prevention measures and the composition of the fuels we produce, as well as the safe operation of our plants and 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 refineries, renewable fuels facilities, terminals, pipelines, underground storage tanks, trucks, rail cars 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 and water contamination, air pollution, personal injury and property damage allegedly caused by substances which we manufactured, handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including 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 for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations. As of September 30, 2022, we have recorded an environmental liability of approximately $115.1 million, primarily related to the estimated probable costs of remediating or otherwise addressing certain environmental issues of a non-capital nature at our refineries, as well as terminals, some of which we no longer own. This liability includes estimated costs for ongoing investigation and remediation efforts for known contamination of soil and groundwater. Approximately $3.1 million of the total liability is expected to be expended over the next 12 months, with most of the balance expended by 2032, although some costs may extend up to 30 years. In the future, we could be required to extend the expected remediation period or undertake additional investigations of our refineries, pipelines and terminal facilities, which could result in the recognition of additional remediation liabilities. Included in our environmental liabilities as of both September 30, 2022 and December 31, 2021 is a liability totaling $78.5 million related to a property that we historically operated as an asphalt and marine fuel terminal both as an owner and, subsequently, as a lessee under an in-substance lease agreement (the “License Agreement”). The License Agreement, which provided us the license to continue operating our asphalt and marine fuel terminal operations on the property for a term of ten years and expired in June 2020, also ascribed a contractual noncontingent indemnification guarantee to certain of our wholly-owned subsidiaries related to certain incremental environmental remediation activities, predicated on the completion of certain property development activities ascribed to the lessor. Our combined liability, comprised of our environmental liability plus the estimated fair value of the noncontingent guarantee liability, was recorded when Delek acquired the outstanding common stock of Alon, effective July 1, 2017 ("Delek/Alon Merger"). While the License Agreement expired in June 2020, it is currently being disputed in litigation where we have determined that no loss accrual is necessary and that the amount of incremental loss that is reasonably possible is immaterial as of September 30, 2022. Such ongoing dispute causes sufficient uncertainty around the release of risk and the appropriate joint and several liability allocations thereunder that we cannot currently determine a more reasonable estimate of the potential total contingent liability that is probable, nor do we have sufficient information to better estimate the fair value of any remaining noncontingent guarantee liability. As such, as of September 30, 2022 and December 31, 2021, except for accretion and expenditures, our combined environmental liability related to the terminal and property remained unchanged. We are also subject to various regulatory requirements related to carbon emissions and the compliance requirements to remit environmental credit obligations due to the EPA or other regulatory agencies, the most significant of which relates to the RINs Obligation subject to the EPA’s RFS-2 regulations (as defined in our accounting policies in Note 2 to the audited consolidated financial statements included in Item. 8 Financial Statements and Supplementary Data, of our December 31, 2021 Annual Report on Form 10-K). The RFS-2 regulations are highly complex and evolving, requiring us to periodically update our compliance systems. As part of our on-going monitoring and compliance efforts, on an annual basis we engage a third party to perform procedures to review our RINs inventory, processes and compliance. The results of such procedures may include procedural findings but may also include findings regarding the usage of RINs to meet past obligations, the treatment of exported RINs, and the propriety of RINs on-hand and related adjustments to our RINs inventory, which (to the extent they are valued) offset our RINs Obligation. Such adjustments may also require communication with the EPA if they involve reportable non-compliance which could lead to the assessment of penalties. Based on management’s review which was completed during the second quarter 2021, we recorded a RINs inventory true-up adjustment totaling $(12.3) million which increased our recorded RINs Obligation. We have also self-reported our related instances of non-compliance to the EPA, and while we cannot yet estimate the extent of penalties that may be assessed, it is not expected to be material in relation to our total RINs Obligation. In June 2022, the EPA finalized volumes for compliance years 2020, 2021 and 2022 under the RFS program (as defined in our accounting policies in Note 2 to the audited consolidated financial statements included in Item. 8 Financial Statements and Supplementary Data, of our December 31, 2021 Annual Report on Form 10-K), announced supplemental volume obligations for compliance years 2022 and 2023 and established new provisions of the RFS which addressed bio-intermediates. Additionally, the EPA denied the petitions for small refinery exemptions for prior period compliance years. Other Losses and Contingencies Delek maintains property damage insurance policies which have varying deductibles. Delek also maintains business interruption insurance policies, with varying coverage limits and waiting periods. Covered losses in excess of the deductible and outside of the waiting period will be recoverable under the property and business interruption insurance policies. El Dorado Refinery Fire On February 27, 2021, our El Dorado refinery experienced a fire in its Penex unit. Contrary to initial assessments, and despite occurring during the early stages of turnaround activity, the facility did suffer operational disruptions as a result of the fire. During the nine months ended September 30, 2021, we incurred workers' compensation losses of $3.8 million associated with the fire, which is included in operating expenses in the accompanying condensed consolidated statements of income. Additionally, we recognized accelerated depreciation of $1.0 million in the nine months ended September 30, 2021 due to property damaged in the fire, which was recovered during 2021. An additional $3.4 million was recognized as a gain, in excess of these losses, during the three months ended September 30, 2021. No expense was recorded related to the El Dorado refinery fire during the three and nine months ended September 30, 2022. We continue to incur repair costs that may be recoverable under property and casualty insurance policies. In addition, during the three and nine months ended September 30, 2022, we recognized a gain of $0.5 million and $8.1 million, respectively, related to business interruption claims. Such gain is included in other operating income in the condensed consolidated statements of income. If applicable, we accrue receivables for probable insurance or other third-party recoveries. Work to determine the full extent of covered business interruption and property and casualty losses and potential insurance claims is ongoing and may result in the future recognition of insurance recoveries. Winter Storm Uri During February 2021, the Company experienced a severe weather event ("Winter Storm Uri") which temporarily impacted operations at all of our refineries. Due to the extreme freezing conditions, we experienced reduced throughputs at our refineries as there was a disruption in the crude supply, as well as damages to various units at our refineries requiring additional operating and capital expenditures. We recognized additional operating expenses in the amount of $0.9 million and $16.8 million in the three and nine months ended September 30, 2021 due to property damaged in the freeze, which was recovered during 2021. No expense was recorded related to the Winter Storm Uri during the three and nine months ended September 30, 2022. An additional $0.1 million was recognized as a gain in excess of losses during the nine months ended September 30, 2022. We continue to incur repair costs that may be recoverable under property and casualty insurance policies. In addition, during the three and nine months ended September 30, 2022, we recognized a gain of $6.9 million and $17.9 million, respectively, related to business interruption claims. If applicable, we accrue receivables for probable insurance or other third-party recoveries. Work to determine the full extent of covered business interruption and property and casualty losses and potential insurance claims is ongoing and is expected to result in additional future recognition of insurance recoveries. Crude Oil and Other Releases We have experienced several crude oil and other releases involving our assets. There were no material releases that occurred during the nine months ended September 30, 2022. 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. Expenses incurred for the remediation of these crude oil and other releases are included in operating expenses in our condensed consolidated statements of income. Letters of Credit |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Under ASC 740, Income Taxes |
Related Party Transactions (Not
Related Party Transactions (Notes) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Our related party transactions consist primarily of transactions with our equity method investees (See Note 6). Transactions with our related parties were as follows for the periods presented (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues (1) $ 37.8 $ 25.7 $ 81.7 $ 55.3 Cost of materials and other (2) $ 34.7 $ 12.4 $ 81.8 $ 37.4 (1) Consists primarily of asphalt sales which are recorded in corporate, other and eliminations segment. (2) Consists primarily of pipeline throughput fees paid by the refining segment and asphalt purchases. |
Other Assets and Liabilities
Other Assets and Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Other Assets and Liabilities [Abstract] | |
Other Assets and Liabilities | Other Current Assets and Liabilities The detail of other current assets is as follows (in millions): Other Current Assets September 30, 2022 December 31, 2021 Prepaid expenses $ 97.9 $ 44.9 Short-term derivative assets (see Note 10) 73.2 23.6 Investment commodities 9.8 45.0 Income and other tax receivables 19.2 3.6 Other 5.9 8.9 Total $ 206.0 $ 126.0 The detail of accrued expenses and other current liabilities is as follows (in millions): Accrued Expenses and Other Current Liabilities September 30, 2022 December 31, 2021 Product financing agreements $ 305.7 $ 249.6 Crude purchase liabilities 204.0 107.4 Consolidated Net RINs Obligation deficit (see Note 11) 168.7 172.2 Income and other taxes payable 90.5 124.8 Employee costs 76.3 44.4 Deferred revenue 37.1 44.6 Short-term derivative liabilities (see Note 10) 21.3 26.8 Other 66.2 28.0 Total $ 969.8 $ 797.8 |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Delek US Holdings, Inc. 2006 and 2016 and Alon USA Energy, Inc. 2005 Long-Term Incentive Plans (collectively, the "Incentive Plans") On May 3, 2022, the Company's stockholders approved an amendment to the Delek US Holdings, Inc. 2016 Long-Term Incentive Plan that increased the number of shares of common stock available for issuance under this plan by 760,000 shares to 14,995,000 shares; no awards will be made under this plan after May 5, 2026. Compensation expense related to equity-based awards granted under the Incentive Plans amounted to $7.3 million and $19.1 million for the three and nine months ended September 30, 2022, respectively, and $6.5 million and $16.7 million for the three and nine months ended September 30, 2021, respectively. These amounts are included in general and administrative expenses and operating expenses in the accompanying condensed consolidated statements of income. As of September 30, 2022, there was $49.6 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.4 years. We issued net shares of common stock of 53,522 and 389,293 as a result of exercised or vested equity-based awards during the three and nine months ended September 30, 2022, respectively, and 62,803 and 343,596 for the three and nine months ended September 30, 2021, respectively. These amounts are net of 50,521 and 318,684 shares withheld to satisfy employee tax obligations related to the exercises and vesting during the three and nine months ended September 30, 2022, respectively, and 11,781 and 159,110 shares during the three and nine months ended September 30, 2021, respectively. Delek Logistics GP, LLC 2012 Long-Term Incentive Plan 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 Delek Logistics' initial public offering in November 2012. The LTIP is administered by the Conflicts Committee of the board of directors of Delek Logistics' general partner. The LTIP has 912,207 common units representing limited partner interests in Delek Logistics authorized for issuance and expires June 9, 2031. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Dividends In 2022, our Board of Directors declared the following dividends: Approval Date Dividend Amount Per Share Record Date Payment Date June 21, 2022 $0.20 July 12, 2022 July 20, 2022 August 1, 2022 $0.20 August 22, 2022 September 6, 2022 October 31, 2022 $0.21 November 18, 2022 December 2, 2022 Stock Repurchase Program On November 6, 2018, our Board of Directors authorized a share repurchase program for up to $500.0 million of Delek common stock. Any share repurchases under the repurchase program may be implemented through open market transactions or in privately negotiated transactions, in accordance with applicable securities laws. The timing, price and size of repurchases are made at the discretion of management and will depend on prevailing market prices, general economic and market conditions and other considerations. In the second quarter of 2020, we elected to suspend the share repurchase program with a $229.7 million remaining authorization balance. On August 1, 2022, the Board of Directors approved an approximately $170.3 million increase in its share repurchase authorization, bringing the total amount available for repurchases under current authorizations to $400.0 million. During both the three and nine months ended September 30, 2022, 1,435,602 shares of our common stock were repurchased and cancelled at the time of the transaction for a total of $40.0 million. No repurchases of our common stock were made in the three and nine months ended September 30, 2021. As of September 30, 2022, there was $360.0 million of authorization remaining under Delek's aggregate stock repurchase program. Stock Purchase and Cooperation Agreement On March 7, 2022, Delek entered into a stock purchase and cooperation agreement (the “Icahn Group Agreement”) with IEP Energy Holding LLC, a Delaware limited liability company, American Entertainment Properties Corp., a Delaware corporation, Icahn Enterprises Holdings L.P., a Delaware limited partnership, Icahn Enterprises G.P. Inc., a Delaware corporation, Beckton Corp., a Delaware corporation, and Carl C. Icahn (collectively, the “Icahn Group”), pursuant to which the Company purchased an aggregate of 3,497,268 shares of common stock of the Company, at a price per share of $18.30, the closing price of a share of Company common stock on the New York Stock Exchange on March 4, 2022, the last trading day prior to the execution of the Icahn Group Agreement, which equals an aggregate purchase price of $64.0 million. The Company funded the transaction from cash on hand. The 3,497,268 shares were cancelled at the time of the transaction. In addition to the foregoing, under the terms of the Icahn Group Agreement, the Icahn Group withdrew its nomination notice for the nomination of nominees for election to the Company’s board of directors for the Company’s 2022 annual meeting of stockholders. Under the terms of the Icahn Group Agreement, the Icahn Group agreed to standstill restrictions, which requires, among other things, that until the completion of the Company’s 2023 annual meeting of stockholders, the Icahn Group will refrain from acquiring additional shares of the Company Common Stock. |
Leases (Notes)
Leases (Notes) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases We lease certain retail stores, land, building and various equipment from others. 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. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one Some of our lease agreements include a rate based on equipment usage and others include a rate with fixed increases or inflationary indices based increase. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We rent or sublease certain real estate and equipment to third parties. Our sublease portfolio consists primarily of operating leases within our retail stores and crude storage equipment. As of September 30, 2022, $23.2 million of our net property, plant, and equipment balance is subject to an operating lease. This agreement does not include options for the lessee to purchase our leasing equipment, nor does it include any material residual value guarantees or material restrictive covenants. The agreement includes a one-year renewal option and certain variable payment based on usage. The following table presents additional information related to our operating leases in accordance ASC 842, Leases ("ASC 842"): Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2022 2021 2022 2021 Lease Cost Operating lease costs (1) $ 16.8 $ 15.7 $ 52.7 $ 51.2 Short-term lease costs (2) 9.2 7.0 26.5 27.5 Sublease income (0.1) (2.0) (0.2) (5.8) Net lease costs $ 25.9 $ 20.7 $ 79.0 $ 72.9 Other Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ (16.8) $ (16.5) $ (52.7) $ (52.8) Leased assets obtained in exchange for new operating lease liabilities $ 6.2 $ 14.2 $ 17.5 $ 28.4 Leased assets obtained in exchange for new financing lease liabilities $ — $ 3.2 $ — $ 15.6 September 30, 2022 September 30, 2021 Weighted-average remaining lease term (years) operating leases 4.3 4.8 Weighted-average remaining lease term (years) financing leases 6.4 6.7 Weighted-average discount rate operating leases (3) 6.0 % 6.4 % Weighted-average discount rate financing leases (3) 3.4 % 3.2 % (1) Includes an immaterial amount of financing lease cost. (2) Includes an immaterial amount of variable lease cost. (3) Our discount rate is primarily based on our incremental borrowing rate in accordance with ASC 842 . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Delek Logistics Credit Facility On October 13, 2022, Delek Logistics entered into a fourth amended and restated senior secured revolving credit agreement with Fifth Third, as administrative agent and a syndicate of lenders (the “Amended and Restated Delek Logistics Credit Facility”). The Amended and Restated Delek Logistics Credit Facility, among other things, (i) increased total aggregate commitments to $1.2 billion, comprised of (A) senior secured revolving commitments of $900.0 million in aggregate (eliminating the Canadian dollar tranche), with sublimit of up to $115.0 million for letters of credit and $25.0 million for swing line loans (the “Delek Logistics Revolving Facility”) with an extended maturity date of October 13, 2027, and (B) a new senior secured term loan facility for a term loan in the original principal amount of $300.0 million (the “Delek Logistics Term Facility”), (ii) reset the accordion feature under the Delek Logistics Revolving Facility, such that aggregate revolving commitments can be increased to up to $1.15 billion upon the agreement of Delek Logistics and one or more existing or new lenders and (ii) provided for the Delek Logistics Term Facility be drawn in full on October 13, 2022, with a maturity date of October 13, 2024 and with a prepayment requirement for the proceeds obtained from certain senior unsecured notes issuances. The Delek Logistics Term Facility requires four quarterly amortization payments of $3.8 million in 2023 and three quarterly amortization payments of $7.5 million in 2024. Borrowings under the Delek Logistics Revolving Facility bear interest at the election of Delek Logistics at either a U.S. dollar prime rate, plus an applicable margin ranging from 1.00% to 2.00% depending on Delek Logistics’s Total Leverage Ratio (as defined in the Delek Logistics Credit Agreement), or a SOFR rate plus a credit spread adjustment of 0.10% for one-month interest periods and 0.25% for three-month interest periods plus an applicable margin ranging from 2.00% to 3.00% depending on Delek Logistic’s Total Leverage Ratio. Unused revolving commitments under the Delek Logistics Revolving Facility incur a commitment fee that ranges from 0.30% to 0.50% depending on Delek Logistics’s Total Leverage Ratio. Borrowings under the Delek Logistics Term Facility bear interest at the election of Delek Logistics at either a U.S. dollar prime rate, plus an applicable margin of 2.50% for the first year of the Delek Logistics Term Facility and 3.00% for the second year of the Delek Logistics Term Facility, or a SOFR rate plus a credit spread adjustment of 0.10% for one-month interest periods and 0.25% for three-month interest periods plus an applicable margin of 3.50% for the first year of the Delek Logistics Term Facility and 4.00% for the second year of the Delek Logistics Term Facility. The Amended and Restated Delek Logistics Credit Facility contains affirmative and negative covenants and events of default which, Delek Logistics considers customary and are similar to those in the Delek Logistics Credit Facility. Under the financial covenants in the Amended and Restated Delek Logistics Credit Facility, Delek Logistics cannot: • permit, as of the last day of each fiscal quarter, the Total Leverage Ratio (as defined in the Amended and Restated Delek Logistics Credit Facility) to be greater than 5.25 to 1.00; provided, that during any Temporary Increase Period (as defined in the Amended and Restated Delek Logistics Credit Facility), Delek Logistics cannot permit the foregoing ratio to be greater than 5.50 to 1.00 (a Temporary Increase Period with respect to the 3 Bear Acquisition (as defined in the Amended and Restated Delek Logistics Credit Facility) is in effect through March 31, 2023); • permit, as of the last day of each fiscal quarter, the Senior Leverage Ratio (as defined in the Amended and Restated Delek Logistics Credit Facility) to be greater than 3.75 to 1.00; • permit, as of the last day of each fiscal quarter, the interest coverage ratio to be equal to or less than 2.00 to 1.00. The obligations under the Amended and Restated Delek Logistics Credit Facility remain secured by a first priority lien on substantially all of Delek Logistics' and its subsidiaries’ tangible and intangible assets. Delek Revolver On October 26, 2022, Delek entered into a third amended and restated credit agreement with Wells Fargo Bank, as administrative agent, Delek, as borrower, certain subsidiaries of Delek, as guarantors, and the other lenders party thereto, providing for a senior secured asset-based revolving credit facility with an initial commitment of $1.1 billion with an extended maturity date of October 26, 2027 (the “Amended and Restated Revolving Credit Facility”). The Amended and Restated Revolving Credit Facility permits borrowings in Canadian dollars of up to $50.0 million. The Amended and Restated Revolving Credit Facility also permits the issuance of letters of credit of up to $500.0 million, including letters of credit denominated in Canadian dollars of up to $10.0 million. Delek may designate restricted subsidiaries as additional borrowers under the Revolving Credit Facility. The interest rates applicable to borrowings under the Amended and Restated Revolving Credit Facility are based on a fluctuating rate of interest measured by reference to either, at Delek’s option, (i) a base rate, plus an applicable margin, or (ii) SOFR, plus an applicable margin (or, in the case of borrowings denominated in Canadian dollars, CDOR). The initial applicable margin for Amended and Restated Revolving Credit Facility borrowings is 0.25% per annum with respect to base rate borrowings and 1.25% per annum with respect to SOFR and CDOR borrowings, and the applicable margin for such borrowings after December 31, 2022 will be based on Delek’s quarterly average excess availability as determined by reference to a borrowing base, ranging from 0.25% to 0.75% per annum with respect to base rate borrowings and from 1.25% to 1.75% per annum with respect to SOFR and CDOR borrowings. In addition, the Amended and Restated Revolving Credit Facility will require Delek to pay an unused line fee on the average amount of unused commitments thereunder in each quarter, which fee will be at a rate of 0.25% or 0.30%, depending on average commitment usage for such quarter. The Amended and Restated Revolving Credit Facility is secured by a first priority lien over substantially all of Delek’s and each guarantor’s Revolving Priority Collateral, and a second priority lien over substantially all of Delek’s and each guarantor’s other assets, including all of the equity interests of any subsidiary held by Delek or any guarantor (other than equity interests in certain unrestricted subsidiaries, excluded subsidiaries and MLP Subsidiaries) subject to certain customary exceptions, but excluding real property. The Amended and Restated Revolving Credit Facility contains a springing financial covenant that requires the Delek after excess availability under the Amended and Restated Revolving Credit Facility falls below the greater of (x) $90.0 million and (y) 0.10% of the loan limit, to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 until excess availability is greater than such threshold for a period of 30 consecutive days. In addition, the Amended and Restated Revolving Credit Facility is subject to negative covenants that, among other things and subject to certain exceptions, limit Delek’s ability and the ability of its restricted subsidiaries to: (i) incur indebtedness or make guarantees of indebtedness; (ii) incur liens; (iii) make investments, loans and acquisitions; (iv) merge, liquidate or dissolve; (v) sell assets, including capital stock of subsidiaries; (vi) pay dividends on capital stock or redeem, repurchase or retire capital stock; (vii) alter Delek’s business; (viii) engage in transactions with Delek’s affiliates; (ix) enter into agreements limiting subsidiary dividends and distributions; and (x) enter into certain hedging transactions. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | Our condensed consolidated financial statements include the accounts of Delek and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States ("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 GAAP applied on a consistent basis with those of the annual audited consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 25, 2022 (the "Annual Report on Form 10-K") 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 the notes thereto for the year ended December 31, 2021 included in our Annual Report on Form 10-K. |
Consolidation of Variable Interest Entity | Our condensed consolidated financial statements include Delek Logistics Partners, LP ("Delek Logistics", NYSE:DKL), which is a variable interest entity ("VIE"). On June 1, 2022, DKL Delaware Gathering, LLC, a subsidiary of the Delek Logistics, acquired 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC ("3 Bear") from 3 Bear Energy – New Mexico LLC, related to their crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico (the "3 Bear Acquisition"). See Note 2 - Acquisitions for additional information. As the indirect owner of the general partner of Delek Logistics, we have the ability to direct the activities of this entity that most significantly impact its economic performance. We are also considered to be the primary beneficiary for accounting purposes for this entity and are Delek Logistics' primary customer. In the event that Delek Logistics incurs a loss, our operating results will reflect such loss, net of intercompany eliminations, to the extent of our ownership interest in this entity. |
Consolidation | In the opinion of management, all adjustments necessary for a fair presentation of the financial condition and the results of operations for the interim periods have been included. All significant intercompany transactions and account balances have been eliminated in consolidation. 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 | Certain prior period amounts have been reclassified in order to conform to the current period presentation. |
New Accounting Pronouncements | New Accounting Pronouncements Adopted During 2022 ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. The pronouncement is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. We adopted this guidance on January 1, 2022 and the adoption did not have a material impact on our business, financial condition or results of operations. 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 at 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. We expect to adopt this guidance on or before the effective date and do not expect the adoption to have a material impact on our condensed consolidated financial statements and related disclosures. |
Segment Data Segment Data (Poli
Segment Data Segment Data (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting, Policy | We aggregate our operating units into three reportable segments: Refining, Logistics, and Retail. Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which consist of the following: • our corporate activities; • results of certain immaterial operating segments, including our Canadian crude trading operations (as discussed in Note 10); • wholesale crude operations; • Alon's asphalt terminal operations; and • intercompany eliminations. |
Inventory Inventory (Policies)
Inventory Inventory (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory, Policy [Policy Text Block] | Crude oil, work in process, refined products, blendstocks and asphalt inventory for all of our operations, excluding merchandise inventory in our retail segment, are stated at the lower of cost determined using FIFO basis or net realizable value. Retail merchandise inventory consists of cigarettes, beer, convenience merchandise and food service merchandise and is stated at estimated cost as determined by the retail inventory method. Effective January 1, 2022, we changed our method for valuing the inventory held at the Tyler Refinery to the FIFO inventory valuation method from the LIFO inventory valuation method. Total inventories accounted for using LIFO, prior to the accounting method change, comprised 28.0% of the Company’s total inventories as of December 31, 2021. This change in accounting method is preferable because it provides better consistency across our refineries and improved transparency, and results in recognition that better reflects the physical flow of inventory and more accurately reflects the current value of inventory. After this change, we no longer utilize the LIFO valuation method and the majority of our inventories are now valued using the FIFO cost method, with the remainder valued using the Retail method for the retail segment inventory. The effects of this change have been retrospectively applied to all periods presented. This change resulted in a decrease to retained earnings of $8.7 million as of January 1, 2021 in accordance with ASC 250 , Accounting Changes and Error Corrections. |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Delek applies the provisions of ASC 820, Fair Value Measurements ("ASC 820"), which defines fair value, establishes a framework for its measurement and expands disclosures about fair value measurements. ASC 820 requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly through market-corroborated inputs. Level 3 inputs are unobservable inputs for the asset or liability reflecting our assumptions about pricing by market participants. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The table below represents the purchase price (in millions): Base purchase price: $ 624.7 Add: closing net working capital (as defined in the 3 Bear Purchase Agreement) 3.4 Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement) (80.6) Cash paid for the adjusted purchase price 547.5 Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement) 80.6 Purchase price $ 628.1 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 millions): Assets acquired: Cash and cash equivalents $ 2.7 Accounts receivables, net 28.9 Inventories 1.8 Other current assets 1.0 Property, plant and equipment 382.8 Operating lease right-of-use assets 7.4 Goodwill 14.4 Other intangibles, net (1) 223.5 Other non-current assets 0.5 Total assets acquired 663.0 Liabilities assumed: Accounts payable 8.0 Accrued expenses and other current liabilities 22.1 Current portion of operating lease liabilities 1.1 Asset retirement obligations 2.3 Operating lease liabilities, net of current portion 1.4 Total liabilities assumed 34.9 Fair value of net assets acquired $ 628.1 (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 nine months ended September 30, 2022 of $4.5 million and $6.0 million, respectively. The estimated amortization is $18.0 million for each of the five succeeding fiscal years. • Rights-of-way intangible that is subject to amortization with a preliminary fair value of $13.5 million, which will be amortized over the weighted-average useful life of 25.4 years. We recognized amortization expense for the three and nine months ended September 30, 2022 of $0.2 million and $0.2 million, respectively.. The estimated amortization is $0.6 million for each of the five succeeding fiscal years. |
Business Acquisition, Pro Forma Information | The following table summarizes the unaudited pro forma financial information of the Company 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 values of 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 dates 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 September 30, Nine Months Ended September 30, (in millions, except per share data) 2022 2021 2022 2021 Net sales $ 5,324.9 $ 3,002.4 $ 15,865.2 $ 7,647.7 Net income (loss) attributable to Delek $ 10.1 $ 15.7 $ 376.3 $ (184.2) Net income (loss) per share: Basic income (loss) per share $ 0.14 $ 0.21 $ 5.26 $ (2.49) Diluted income (loss) per share $ 0.14 $ 0.21 $ 5.22 $ (2.49) |
Segment Data (Tables)
Segment Data (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Business Segment Operating Performance | The following is a summary of business segment operating performance as measured by contribution margin for the period indicated (in millions): Three Months Ended September 30, 2022 Refining Logistics Retail Corporate, Consolidated Net revenues (excluding inter-segment fees and revenues) $ 3,989.3 $ 166.9 $ 253.1 $ 915.6 $ 5,324.9 Inter-segment fees and revenues 256.8 127.2 — (384.0) — Operating costs and expenses: Cost of materials and other 3,968.1 177.7 210.3 559.9 4,916.0 Operating expenses (excluding depreciation and amortization presented below) 172.0 25.9 25.4 3.1 226.4 Segment contribution margin $ 106.0 $ 90.5 $ 17.4 $ (31.4) 182.5 Income from equity method investments 0.1 8.6 — 9.1 Segment contribution margin and income (loss) from equity method investments $ 106.1 $ 99.1 $ 17.4 $ (22.3) Depreciation and amortization $ 48.9 $ 19.6 $ 2.6 $ 1.8 72.9 General and administrative expenses 62.4 Other operating income, net (5.8) Operating income $ 53.0 Capital spending (excluding business combinations) $ 22.7 $ 32.2 $ 13.6 $ 12.3 $ 80.8 Three Months Ended September 30, 2021 Refining (1) Logistics Retail Corporate, Other and Eliminations (1) Consolidated (1) Net revenues (excluding inter-segment fees and revenues) $ 2,603.8 $ 79.8 $ 206.5 $ 66.4 $ 2,956.5 Inter-segment fees and revenues 210.8 109.8 — (320.6) — Operating costs and expenses: Cost of materials and other 2,648.3 105.1 165.2 (240.6) 2,678.0 Operating expenses (excluding depreciation and amortization presented below) 84.2 17.6 23.4 3.3 128.5 Segment contribution margin $ 82.1 $ 66.9 $ 17.9 $ (16.9) 150.0 Income (loss) from equity method investments 0.2 7.3 — (4.6) Segment contribution margin and income (loss) from equity method investments $ 82.3 $ 74.2 $ 17.9 $ (21.5) Depreciation and amortization $ 45.9 $ 10.2 $ 3.0 $ 1.7 60.8 General and administrative expenses 53.0 Other operating income, net (1.7) Operating income $ 37.9 Capital spending (excluding business combinations) $ 14.5 $ 4.2 $ 1.9 $ 8.3 $ 28.9 Nine Months Ended September 30, 2022 Refining Logistics Retail Corporate, Consolidated Net revenues (excluding inter-segment fees and revenues) $ 11,755.3 $ 390.3 $ 739.7 $ 2,881.3 $ 15,766.6 Inter-segment fees and revenues 795.0 377.1 — (1,172.1) — Operating costs and expenses: Cost of materials and other 11,272.2 480.3 617.1 1,781.5 14,151.1 Operating expenses (excluding depreciation and amortization presented below) 456.9 65.0 73.2 20.7 615.8 Segment contribution margin $ 821.2 $ 222.1 $ 49.4 $ (93.0) 999.7 Income from equity method investments 0.5 22.7 — 21.2 Segment contribution margin and income (loss) from equity method investments $ 821.7 $ 244.8 $ 49.4 $ (71.8) Depreciation and amortization $ 151.6 $ 43.3 $ 9.3 $ 5.0 209.2 General and administrative expenses 242.0 Other operating income, net (44.5) Operating income $ 593.0 Capital spending (excluding business combinations) $ 56.0 $ 68.0 $ 22.6 $ 27.5 $ 174.1 Nine Months Ended September 30, 2021 Refining (1) Logistics Retail Corporate, Consolidated (1) Net revenues (excluding inter-segment fees and revenues) $ 6,415.1 $ 202.6 $ 590.3 $ 332.2 $ 7,540.2 Inter-segment fees and revenues 555.3 308.4 — (863.7) — Operating costs and expenses: Cost of materials and other 6,549.9 275.0 466.4 (479.9) 6,811.4 Operating expenses (excluding depreciation and amortization presented below) 313.9 48.0 67.4 20.7 450.0 Segment contribution margin $ 106.6 $ 188.0 $ 56.5 $ (72.3) 278.8 Income (loss) from equity method investments 0.5 18.0 — (4.0) Segment contribution margin and income (loss) from equity method investments $ 107.1 $ 206.0 $ 56.5 $ (76.3) Depreciation and amortization $ 149.0 $ 30.9 $ 9.6 $ 6.1 195.6 General and administrative expenses 147.6 Other operating income, net (4.7) Operating loss $ (59.7) Capital spending (excluding business combinations) $ 133.0 $ 14.6 $ 3.2 $ 10.8 $ 161.6 (1) Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Common Shares Used to Compute Delek's Basic and Diluted Earnings (Loss) Per Share | The following table sets forth the computation of basic and diluted earnings per share. Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 (1) 2022 2021 (1) Numerator: Numerator for EPS Net income (loss) $ 16.8 $ 20.6 $ 400.2 $ (90.2) Less: Income attributed to non-controlling interest 9.4 8.8 24.4 24.7 Numerator for basic and diluted EPS attributable to Delek $ 7.4 $ 11.8 $ 375.8 $ (114.9) Denominator: Weighted average common shares outstanding (denominator for basic EPS) 70,471,645 74,074,446 71,494,332 73,930,925 Dilutive effect of stock-based awards 637,719 417,730 654,306 — Weighted average common shares outstanding, assuming dilution (denominator for diluted EPS) 71,109,364 74,492,176 72,148,638 73,930,925 EPS: Basic income (loss) per share $ 0.11 $ 0.16 $ 5.26 $ (1.55) Diluted income (loss) per share $ 0.10 $ 0.16 $ 5.21 $ (1.55) The following equity instruments were excluded from the diluted weighted average common shares outstanding because their effect would be antidilutive: Antidilutive stock-based compensation (because average share price is less than exercise price) 2,138,130 3,711,184 2,380,376 2,967,725 Antidilutive due to loss — — — 605,270 Total antidilutive stock-based compensation 2,138,130 3,711,184 2,380,376 3,572,995 (1) Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Delek Logistics (Tables)
Delek Logistics (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Variable Interest Entity [Abstract] | |
Subsidiary balance sheet | Delek Logistics is a VIE, as defined under GAAP, and is consolidated into our condensed consolidated financial statements, representing our logistics segment. The assets of Delek Logistics can only be used to settle its own obligations and its creditors have no recourse to our assets. Exclusive of intercompany balances and the marketing agreement intangible asset between Delek Logistics and Delek which are eliminated in consolidation, the Delek Logistics condensed consolidated balance sheets as presented below are included in the condensed consolidated balance sheets of Delek (unaudited, in millions). September 30, 2022 December 31, 2021 ASSETS Cash and cash equivalents $ 14.9 $ 4.3 Accounts receivable 53.4 15.4 Inventory 2.5 2.4 Other current assets 2.4 1.0 Property, plant and equipment, net 875.6 449.4 Equity method investments 248.0 250.0 Operating lease right-of-use assets 24.3 20.9 Goodwill 26.6 12.2 Intangible assets, net 370.4 153.9 Other non-current assets 20.1 25.6 Total assets $ 1,638.2 $ 935.1 LIABILITIES AND DEFICIT Accounts payable $ 53.0 $ 8.2 Accounts payable to related parties 173.2 64.4 Current portion of operating lease liabilities 7.8 6.8 Accrued expenses and other current liabilities 31.9 17.4 Long-term debt 1,448.8 899.0 Asset retirement obligations 9.2 6.5 Operating lease liabilities, net of current portion 11.8 14.1 Other non-current liabilities 16.8 22.7 Deficit (114.3) (104.0) Total liabilities and deficit $ 1,638.2 $ 935.1 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | The following table presents the components of inventory for each period presented reflecting the accounting method change discussed above: December 31, 2021 (in millions) September 30, 2022 As Adjusted (1) Refinery raw materials and supplies $ 756.9 $ 516.0 Refinery work in process 223.4 156.2 Refinery finished goods 611.2 550.6 Retail fuel 10.4 9.3 Retail merchandise 29.8 26.2 Logistics refined products 2.5 2.4 Total inventories $ 1,634.2 $ 1,260.7 (1) Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories, as described above. |
Accounting Standards Update and Change in Accounting Principle | In addition, certain financial statement line items in our Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2021, our Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 and our Consolidated Condensed Balance Sheet as of December 31, 2021, were retrospectively adjusted as follows: Three Months Ended September 30, 2021 (In millions) As Reported (using LIFO) Adjustment As Adjusted (using FIFO) Condensed Consolidated Statements of Income Cost of materials and other $ 2,670.1 $ 7.9 $ 2,678.0 Total cost of sales $ 2,828.1 $ 7.9 $ 2,836.0 Income before income tax expense $ 33.0 $ (7.9) $ 25.1 Income tax expense $ 6.1 $ (1.6) $ 4.5 Net income $ 26.9 $ (6.3) $ 20.6 Net income attributable to Delek $ 18.1 $ (6.3) $ 11.8 Net income per share attributable to Delek Basic $ 0.24 $ (0.08) $ 0.16 Diluted $ 0.24 $ (0.08) $ 0.16 Nine Months Ended September 30, 2021 (In millions) As Reported (using LIFO) Adjustment As Adjusted (using FIFO) Condensed Consolidated Statements of Income Cost of materials and other $ 6,871.4 $ (60.0) $ 6,811.4 Total cost of sales $ 7,412.9 $ (60.0) $ 7,352.9 Loss before income tax benefit $ (189.2) $ 60.0 $ (129.2) Income tax benefit $ (52.3) $ 13.3 $ (39.0) Net loss $ (136.9) $ 46.7 $ (90.2) Net loss attributable to Delek $ (161.6) $ 46.7 $ (114.9) Net loss per share attributable to Delek Basic $ (2.19) $ 0.64 $ (1.55) Diluted $ (2.19) $ 0.64 $ (1.55) December 31, 2021 (In millions) As Reported (using LIFO) Adjustment As Adjusted (using FIFO) Condensed Consolidated Balance Sheet Inventories, net of inventory valuation reserves $ 1,176.1 $ 84.6 $ 1,260.7 Total Assets $ 6,728.0 $ 84.6 $ 6,812.6 Deferred tax liabilities $ 196.4 $ 18.1 $ 214.5 Retained Earnings $ 318.2 $ 66.5 $ 384.7 Total liabilities and stockholders' equity $ 6,728.0 $ 84.6 $ 6,812.6 Nine Months Ended September 30, 2021 (In millions) As Reported (using LIFO) Adjustment As Adjusted (using FIFO) Condensed Consolidated Statements of Cash Flows Net loss $ (136.9) $ 46.7 $ (90.2) Non-cash lower of cost or market/net realizable value adjustment $ (29.9) $ 30.2 $ 0.3 Deferred income taxes $ (50.3) $ 5.7 $ (44.6) Inventories and other current assets $ (186.0) $ (53.1) $ (239.1) Accounts payable and other current liabilities $ 662.2 $ (29.5) $ 632.7 The following tables reflect the effect of the change in the accounting principle on the current period Condensed Consolidated Financial Statements: Three Months Ended September 30, 2022 (In millions) As Computed (using LIFO) As Reported (using FIFO) Effect of Change Condensed Consolidated Statements of Income Cost of materials and other $ 4,797.2 $ 4,916.0 $ (118.8) Total cost of sales $ 5,061.9 $ 5,180.7 $ (118.8) (Loss) income before income tax (benefit) expense $ 139.6 $ 20.8 $ 118.8 Income tax (benefit) expense $ 29.3 $ 4.0 $ 25.3 Net (loss) income attributable to Delek $ 100.9 $ 7.4 $ 93.5 Net (loss) income per share attributable to Delek Basic $ 1.43 $ 0.11 $ 1.32 Diluted $ 1.42 $ 0.10 $ 1.32 Nine Months Ended September 30, 2022 (In millions) As Computed (using LIFO) As Reported (using FIFO) Effect of Change Condensed Consolidated Statements of Income Cost of materials and other $ 14,198.8 $ 14,151.1 $ 47.7 Total cost of sales $ 14,917.0 $ 14,869.3 $ 47.7 Income before income tax expense $ 460.0 $ 507.7 $ (47.7) Income tax expense $ 97.4 $ 107.5 $ (10.1) Net income attributable to Delek $ 338.2 $ 375.8 $ (37.6) Net income per share attributable to Delek Basic $ 4.73 $ 5.26 $ (0.53) Diluted $ 4.69 $ 5.21 $ (0.52) September 30, 2022 (In millions) As Computed (using LIFO) As Reported (using FIFO) Effect of Change Condensed Consolidated Balance Sheet Inventories, net inventory valuation reserves $ 1,527.9 $ 1,634.2 $ (106.3) Total Assets $ 8,290.5 $ 8,396.8 $ (106.3) Accrued expenses and other current $ 990.5 $ 969.8 $ 20.7 Deferred tax liabilities $ 286.7 $ 309.6 $ (22.9) Retained Earnings $ 627.7 $ 731.8 $ (104.1) Total liabilities and stockholders' equity $ 8,290.5 $ 8,396.8 $ (106.3) Nine Months Ended September 30, 2022 (In millions) As Computed (using LIFO) As Reported (using FIFO) Effect of Change Condensed Consolidated Statements of Cash Flows Net income $ 362.6 $ 400.2 $ (37.6) Non-cash lower of cost or market/net realizable value adjustment $ 19.5 $ 19.1 $ 0.4 Deferred income taxes $ 90.8 $ 95.6 $ (4.8) Inventories and other current assets $ (398.5) $ (419.8) $ 21.3 Accounts payable and other current liabilities $ 545.5 $ 524.8 $ 20.7 |
Crude Oil Supply and Inventor_2
Crude Oil Supply and Inventory Purchase Agreement (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Barrels Subject To Agreement | Barrels subject to the Supply and Offtake Agreements are as follows (in millions): El Dorado Big Spring Krotz Springs Baseline Volumes pursuant to the respective Supply and Offtake Agreements 2.0 0.8 1.3 Barrels of inventory consigned under the respective Supply and Offtake Agreements as of September 30, 2022 (1) 3.2 1.5 1.1 Barrels of inventory consigned under the respective Supply and Offtake Agreements as of December 31, 2021 (1) 3.5 1.3 1.2 (1) Includes Baseline Volumes plus/minus over/short quantities. |
Disclosure Of Product Financing Arrangements, Payables And Receivables | Net balances payable (receivable) under the Supply and Offtake Agreements were as follows as of the balance sheet dates (in millions): El Dorado Big Spring Krotz Springs Total Balances as of September 30, 2022: Baseline Step-Out Liability $ 200.1 $ 86.1 $ 126.8 $ 413.0 Revolving over/short inventory financing liability (receivable) 120.8 77.4 (15.0) 183.2 Total Obligations Under Supply and Offtake Agreements - Current portion $ 320.9 $ 163.5 $ 111.8 $ 596.2 Other (receivable) payable for monthly activity true-up $ 23.7 $ 23.5 $ 24.0 $ 71.2 El Dorado Big Spring Krotz Springs Total Balances as of December 31, 2021: Baseline Step-Out Liability $ 159.6 $ 68.4 $ 102.4 $ 330.4 Revolving over/short inventory financing liability (receivable) 120.9 41.1 (4.9) 157.1 Total Obligations Under Supply and Offtake Agreements - Current portion $ 280.5 $ 109.5 $ 97.5 $ 487.5 Other (receivable) payable for monthly activity true-up $ (2.7) $ 1.0 $ 7.0 $ 5.3 |
Schedule Of Recurring Cash Fees And Interest Expense | The Supply and Offtake Agreements require payments of fixed annual fees which are factored into the interest rate yield under the fair value accounting model and recorded in interest expense. Recurring cash fees paid during the periods presented were as follows (in millions): El Dorado Big Spring Krotz Springs Total Recurring cash fees paid during the three months ended September 30, 2022 $ 3.6 $ 1.3 $ 1.0 $ 5.9 Recurring cash fees paid during the three months ended September 30, 2021 $ 2.5 $ 0.9 $ 1.0 $ 4.4 Recurring cash fees paid during the nine months ended September 30, 2022 $ 9.5 $ 3.3 $ 3.3 $ 16.1 Recurring cash fees paid during the nine months ended September 30, 2021 $ 7.7 $ 2.4 $ 3.2 $ 13.3 |
Disclosure of Letters of Credit | We maintained letters of credit under the Supply and Offtake Agreements as follows (in millions): El Dorado Letters of credit outstanding as of September 30, 2022 $ 145.0 Letters of credit outstanding as of December 31, 2021 $ 195.0 |
Long-Term Obligations and Not_2
Long-Term Obligations and Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Borrowings | Outstanding borrowings, net of unamortized debt discounts and certain deferred financing costs, under Delek’s existing debt instruments are as follows (in millions): September 30, 2022 December 31, 2021 Revolving Credit Facility $ — $ — Term Loan Credit Facility (1) 1,234.8 1,240.0 Hapoalim Term Loan (2) — 29.0 Delek Logistics Credit Facility (3) 806.4 258.0 Delek Logistics 2025 Notes (4) 247.4 246.7 Delek Logistics 2028 Notes (5) 395.0 394.3 United Community Bank Revolver 50.0 50.0 2,733.6 2,218.0 Less: Current portion of long-term debt and notes payable 63.0 92.2 $ 2,670.6 $ 2,125.8 (1) Net of deferred financing costs of $1.7 million and $2.2 million at September 30, 2022 and December 31, 2021, respectively and debt discount of $13.7 million and $17.8 million at September 30, 2022 and December 31, 2021, respectively. (2) Net of deferred financing costs of $0.1 million and a debt discount of $0.1 million at December 31, 2021. (3) Net of deferred financing costs of $0.5 million at September 30, 2022. (4) Net of deferred financing costs of $2.0 million and $2.5 million at September 30, 2022 and December 31, 2021, respectively and debt discount of $0.6 million and $0.8 million at September 30, 2022 and December 31, 2021, respectively. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivatives Instruments Statements | The following table presents the fair value of our derivative instruments as of September 30, 2022 and December 31, 2021. The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under our master netting arrangements, including cash collateral on deposit with our counterparties. We have elected to offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements. As a result, the asset and liability amounts below differ from the amounts presented in our condensed consolidated balance sheets. See Note 11 for further information regarding the fair value of derivative instruments (in millions). September 30, 2022 December 31, 2021 Derivative Type Balance Sheet Location Assets Liabilities Assets Liabilities Derivatives not designated as hedging instruments: Commodity derivatives (1) Other current assets $ 148.9 $ (109.5) $ 21.5 $ — Commodity derivatives (1) Other current liabilities 60.0 (73.4) 101.5 (102.3) Commodity derivatives (1) Other long-term assets 35.3 (34.2) — — Commodity derivatives (1) Other long-term liabilities — — 6.1 (6.1) RIN commitment contracts (2) Other current assets 9.7 — 1.6 — RIN commitment contracts (2) Other current liabilities — (7.8) — (0.7) Total gross fair value of derivatives $ 253.9 $ (224.9) $ 130.7 $ (109.1) Less: Counterparty netting and cash collateral (3) 179.5 (203.7) 107.1 (82.4) Total net fair value of derivatives $ 74.4 $ (21.2) $ 23.6 $ (26.7) (1) As of September 30, 2022 and December 31, 2021, we had open derivative positions representing 115,800,264 and 182,525,893 barrels, respectively, of crude oil and refined petroleum products. There were no open positions designated as cash flow hedging instruments as of September 30, 2022 and December 31, 2021. Additionally, as of September 30, 2022 and December 31, 2021, we had open derivative positions representing 7,785,000 and 1,320,000 MMBTU of natural gas products. (2) As of September 30, 2022 and December 31, 2021, we had open RINs commitment contracts representing 150,800,000 and 16,325,000 RINs, respectively. (3) As of September 30, 2022 and December 31, 2021, $24.2 million and $(24.7) million, respectively, of cash collateral (obligation) held by counterparties has been netted with the derivatives with each counterparty. Total gains (losses) on our non-trading commodity derivatives and RINs commitment contracts recorded in the condensed consolidated statements of income are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Gains (losses) on hedging derivatives not designated as hedging instruments recognized in cost of materials and other (1) $ 78.0 $ (23.2) $ (27.7) $ 56.4 Gains (losses) on non-trading physical forward contract commodity derivatives in cost of materials and other 0.3 7.5 5.1 7.5 (Losses) gains on hedging derivatives not designated as hedging instruments recognized in operating expenses — — (1.7) — Realized gains reclassified out of accumulated other comprehensive income and into cost of materials and other on commodity derivatives designated as cash flow hedging instruments — — — 0.2 Total gains (losses) $ 78.3 $ (15.7) $ (24.3) $ 64.1 (1) Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $24.8 million and $20.2 million for the three and nine months ended September 30, 2022, respectively, and $(6.8) million and $(16.2) million for the three and nine months ended September 30, 2021, respectively. The effect of cash flow hedge accounting on the condensed consolidated statements of income is as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Gain (loss) on cash flow hedging relationships recognized in cost of materials and other: Commodity contracts: Hedged items $ — $ — $ — $ (0.2) Derivative designated as hedging instruments — — — 0.2 Total $ — $ — $ — $ — Total (losses) gains on our trading derivatives (none of which were designated as hedging instruments) recorded in other operating income, net on the condensed consolidated statements of income are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Trading Physical Forward Contract Commodity Derivatives Realized gains (losses) $ 1.2 $ 2.8 $ 19.7 $ 4.9 Unrealized losses — (0.8) (0.3) (0.4) Total $ 1.2 $ 2.0 $ 19.4 $ 4.5 Trading Hedging Commodity Derivatives Realized gains (losses) $ (0.3) $ (0.9) $ 11.6 $ (5.9) Unrealized gains (losses) 0.7 0.7 (15.8) 0.2 Total $ 0.4 $ (0.2) $ (4.2) $ (5.7) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of the Fair Value of Assets and Liabilities | The fair value hierarchy for our financial assets and liabilities accounted for at fair value on a recurring basis was as follows (in millions): September 30, 2022 Level 1 Level 2 Level 3 Total Assets Commodity derivatives $ — $ 244.2 $ — $ 244.2 Commodity investments 9.8 — — 9.8 RINs commitment contracts — 9.7 — 9.7 Total assets 9.8 253.9 — 263.7 Liabilities Commodity derivatives — (217.1) — (217.1) RINs commitment contracts — (7.8) — (7.8) Environmental credits obligation deficit — (168.7) — (168.7) J. Aron supply and offtake obligations — (596.2) — (596.2) Total liabilities — (989.8) — (989.8) Net liabilities $ 9.8 $ (735.9) $ — $ (726.1) December 31, 2021 Level 1 Level 2 Level 3 Total Assets Commodity derivatives $ — $ 129.1 $ — $ 129.1 RINs commitment contracts — 1.6 — 1.6 Total assets — 130.7 — 130.7 Liabilities Commodity derivatives — (108.4) — (108.4) RINs commitment contracts — (0.7) — (0.7) Environmental credits obligation deficit — (172.2) — (172.2) J. Aron supply and offtake obligations — (487.5) — (487.5) Total liabilities — (768.8) — (768.8) Net liabilities $ — $ (638.1) $ — $ (638.1) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Our related party transactions consist primarily of transactions with our equity method investees (See Note 6). Transactions with our related parties were as follows for the periods presented (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues (1) $ 37.8 $ 25.7 $ 81.7 $ 55.3 Cost of materials and other (2) $ 34.7 $ 12.4 $ 81.8 $ 37.4 (1) Consists primarily of asphalt sales which are recorded in corporate, other and eliminations segment. (2) Consists primarily of pipeline throughput fees paid by the refining segment and asphalt purchases. |
Other Assets and Liabilities (T
Other Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Assets and Liabilities [Abstract] | |
Schedule of Other Current Assets | The detail of other current assets is as follows (in millions): Other Current Assets September 30, 2022 December 31, 2021 Prepaid expenses $ 97.9 $ 44.9 Short-term derivative assets (see Note 10) 73.2 23.6 Investment commodities 9.8 45.0 Income and other tax receivables 19.2 3.6 Other 5.9 8.9 Total $ 206.0 $ 126.0 |
Schedule of Accrued Expenses Other Current Liabilities | The detail of accrued expenses and other current liabilities is as follows (in millions): Accrued Expenses and Other Current Liabilities September 30, 2022 December 31, 2021 Product financing agreements $ 305.7 $ 249.6 Crude purchase liabilities 204.0 107.4 Consolidated Net RINs Obligation deficit (see Note 11) 168.7 172.2 Income and other taxes payable 90.5 124.8 Employee costs 76.3 44.4 Deferred revenue 37.1 44.6 Short-term derivative liabilities (see Note 10) 21.3 26.8 Other 66.2 28.0 Total $ 969.8 $ 797.8 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Dividends Declared | , our Board of Directors declared the following dividends: Approval Date Dividend Amount Per Share Record Date Payment Date June 21, 2022 $0.20 July 12, 2022 July 20, 2022 August 1, 2022 $0.20 August 22, 2022 September 6, 2022 October 31, 2022 $0.21 November 18, 2022 December 2, 2022 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Lease, Cost | The following table presents additional information related to our operating leases in accordance ASC 842, Leases ("ASC 842"): Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2022 2021 2022 2021 Lease Cost Operating lease costs (1) $ 16.8 $ 15.7 $ 52.7 $ 51.2 Short-term lease costs (2) 9.2 7.0 26.5 27.5 Sublease income (0.1) (2.0) (0.2) (5.8) Net lease costs $ 25.9 $ 20.7 $ 79.0 $ 72.9 Other Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ (16.8) $ (16.5) $ (52.7) $ (52.8) Leased assets obtained in exchange for new operating lease liabilities $ 6.2 $ 14.2 $ 17.5 $ 28.4 Leased assets obtained in exchange for new financing lease liabilities $ — $ 3.2 $ — $ 15.6 September 30, 2022 September 30, 2021 Weighted-average remaining lease term (years) operating leases 4.3 4.8 Weighted-average remaining lease term (years) financing leases 6.4 6.7 Weighted-average discount rate operating leases (3) 6.0 % 6.4 % Weighted-average discount rate financing leases (3) 3.4 % 3.2 % (1) Includes an immaterial amount of financing lease cost. (2) Includes an immaterial amount of variable lease cost. (3) Our discount rate is primarily based on our incremental borrowing rate in accordance with ASC 842 . |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) | Jun. 01, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Percentage of LIFO Inventory | 28% | |
3 Bear Delaware Holding | ||
Business Acquisition [Line Items] | ||
Percentage of interest acquired | 100% |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 4 Months Ended | 9 Months Ended | |||
Jun. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||||
Net revenues | $ 5,324.9 | $ 2,956.5 | $ 15,766.6 | $ 7,540.2 | ||
3 Bear Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 628.1 | |||||
Incremental direct acquisition and integration costs | $ 4.2 | 10.6 | ||||
Net revenues | $ 60.9 | 81.5 | ||||
Net Income | $ 8.3 | $ 9.8 |
Acquisitions - Estimated Purcha
Acquisitions - Estimated Purchase Price (Details) - 3 Bear Acquisition $ in Millions | Jun. 01, 2022 USD ($) |
Business Acquisition [Line Items] | |
Base purchase price: | $ 624.7 |
Less: closing net working capital (as defined in the 3 Bear Purchase Agreement) | 3.4 |
Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement) | (80.6) |
Cash paid for the adjusted purchase price | 547.5 |
Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement) | 80.6 |
Purchase price | $ 628.1 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | [1] | |
Assets acquired: | |||||
Goodwill | $ 743,800 | $ 743,800 | $ 729,700 | ||
3 Bear Acquisition | |||||
Assets acquired: | |||||
Cash and cash equivalents | $ 2,700 | ||||
Accounts receivables, net | 28,900 | ||||
Inventories | 1,800 | ||||
Other current assets | 1,000 | ||||
Property, plant and equipment | 382,800 | ||||
Operating lease right-of-use assets | 7,400 | ||||
Goodwill | 14,400 | ||||
Other intangibles, net | 223,500 | ||||
Other non-current assets | 500 | ||||
Total assets acquired | 663,000 | ||||
Liabilities assumed: | |||||
Accounts payable | 8,000 | ||||
Accrued expenses and other current liabilities | 22,100 | ||||
Current portion of operating lease liabilities | 1,100 | ||||
Asset retirement obligations | 2,300 | ||||
Operating lease liabilities, net of current portion | 1,400 | ||||
Total liabilities assumed | 34,900 | ||||
Fair value of net assets acquired | 628,100 | ||||
3 Bear Acquisition | Customer Relationships | |||||
Liabilities assumed: | |||||
Customer relationship intangible, net | $ 210,000 | ||||
Acquired finite-lived intangible assets, useful life | 11 years 7 months 6 days | ||||
Amortization of Intangible Assets | 4,500 | 6,000 | |||
Expected amortization, year one | 18,000 | 18,000 | |||
Expected amortization, year two | 18,000 | 18,000 | |||
Expected amortization, year three | 18,000 | 18,000 | |||
Expected amortization, year four | 18,000 | 18,000 | |||
Expected amortization, year five | 18,000 | 18,000 | |||
3 Bear Acquisition | Right-Of-Way | |||||
Liabilities assumed: | |||||
Customer relationship intangible, net | $ 13,500 | ||||
Acquired finite-lived intangible assets, useful life | 25 years 4 months 24 days | ||||
Amortization of Intangible Assets | 200 | 200 | |||
Expected amortization, year one | 600 | 600 | |||
Expected amortization, year two | 600 | 600 | |||
Expected amortization, year three | 600 | 600 | |||
Expected amortization, year four | 600 | 600 | |||
Expected amortization, year five | $ 600 | $ 600 | |||
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Details) - 3 Bear Acquisition - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 5,324,900 | $ 3,002,400 | $ 15,865,200 | $ 7,647,700 |
Net income (loss) attributable to Delek | $ 10,100 | $ 15,700 | $ 376,300 | $ (184,200) |
Basic income per unit (in dollars per share) | $ 0.14 | $ 0.21 | $ 5.26 | $ (2.49) |
Diluted income per unit (in dollars per share) | $ 0.14 | $ 0.21 | $ 5.22 | $ (2.49) |
Segment Data - Narrative (Detai
Segment Data - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 bbl / d facility store | |
Segment Reporting Information [Line Items] | |
Number of stores | store | 248 |
Refining | |
Segment Reporting Information [Line Items] | |
Refinery throughput capacity (in bpd) | 302,000 |
Number Of Biodiesel Facilities | facility | 3 |
Tyler Refinery | Refining | |
Segment Reporting Information [Line Items] | |
Refinery throughput capacity (in bpd) | 75,000 |
El Dorado Refinery | Refining | |
Segment Reporting Information [Line Items] | |
Refinery throughput capacity (in bpd) | 80,000 |
Big Spring refinery | Refining | |
Segment Reporting Information [Line Items] | |
Refinery throughput capacity (in bpd) | 73,000 |
Krotz Spring Refinery | Refining | |
Segment Reporting Information [Line Items] | |
Refinery throughput capacity (in bpd) | 74,000 |
Segment Data - Operating Perfor
Segment Data - Operating Performance (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |||
Segment Reporting Information [Line Items] | ||||||
Net revenues (excluding inter-segment fees and revenues) | $ 5,324.9 | $ 2,956.5 | $ 15,766.6 | $ 7,540.2 | ||
Operating costs and expenses: | ||||||
Cost of materials and other | 4,916 | 2,678 | [1] | 14,151.1 | 6,811.4 | [1] |
Operating expenses (excluding depreciation and amortization presented below) | 226.4 | 128.5 | 615.8 | 450 | ||
Segment contribution margin | 182.5 | 150 | 999.7 | 278.8 | ||
Income (loss)from equity method investment | 17.8 | 2.9 | [1] | 44.4 | 14.5 | [1],[2] |
Depreciation and amortization | 72.9 | 60.8 | 209.2 | 195.6 | [2] | |
General and administrative expenses | 62.4 | 53 | [1] | 242 | 147.6 | [1] |
Other operating income, net | (5.8) | (1.7) | [1] | (44.5) | (4.7) | [1] |
Operating income (loss) | 53 | 37.9 | [1] | 593 | (59.7) | [1] |
Capital spending (excluding business combinations) | 80.8 | 28.9 | 174.1 | 161.6 | ||
Refining | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues (excluding inter-segment fees and revenues) | 3,989.3 | 2,603.8 | 11,755.3 | 6,415.1 | ||
Logistics | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues (excluding inter-segment fees and revenues) | 166.9 | 79.8 | 390.3 | 202.6 | ||
Retail Segment | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues (excluding inter-segment fees and revenues) | 253.1 | 206.5 | 739.7 | 590.3 | ||
Operating Segments | Refining | ||||||
Operating costs and expenses: | ||||||
Operating expenses (excluding depreciation and amortization presented below) | 172 | 84.2 | 456.9 | 313.9 | ||
Segment contribution margin | 106 | 82.1 | 821.2 | 106.6 | ||
Income (loss)from equity method investment | 0.1 | 0.2 | 0.5 | 0.5 | ||
Segment Contribution Margin And Income (Loss) From Equity Method Investments | 106.1 | 82.3 | 821.7 | 107.1 | ||
Depreciation and amortization | 48.9 | 45.9 | 151.6 | 149 | ||
Capital spending (excluding business combinations) | 22.7 | 14.5 | 56 | 133 | ||
Operating Segments | Logistics | ||||||
Operating costs and expenses: | ||||||
Operating expenses (excluding depreciation and amortization presented below) | 25.9 | 17.6 | 65 | 48 | ||
Segment contribution margin | 90.5 | 66.9 | 222.1 | 188 | ||
Income (loss)from equity method investment | 8.6 | 7.3 | 22.7 | 18 | ||
Segment Contribution Margin And Income (Loss) From Equity Method Investments | 99.1 | 74.2 | 244.8 | 206 | ||
Depreciation and amortization | 19.6 | 10.2 | 43.3 | 30.9 | ||
Capital spending (excluding business combinations) | 32.2 | 4.2 | 68 | 14.6 | ||
Operating Segments | Retail Segment | ||||||
Operating costs and expenses: | ||||||
Operating expenses (excluding depreciation and amortization presented below) | 25.4 | 23.4 | 73.2 | 67.4 | ||
Segment contribution margin | 17.4 | 17.9 | 49.4 | 56.5 | ||
Income (loss)from equity method investment | 0 | 0 | 0 | 0 | ||
Segment Contribution Margin And Income (Loss) From Equity Method Investments | 17.4 | 17.9 | 49.4 | 56.5 | ||
Depreciation and amortization | 2.6 | 3 | 9.3 | 9.6 | ||
Capital spending (excluding business combinations) | 13.6 | 1.9 | 22.6 | 3.2 | ||
Corporate, Other and Eliminations | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues (excluding inter-segment fees and revenues) | 915.6 | 66.4 | 2,881.3 | 332.2 | ||
Operating costs and expenses: | ||||||
Operating expenses (excluding depreciation and amortization presented below) | 3.1 | 3.3 | 20.7 | 20.7 | ||
Segment contribution margin | (31.4) | (16.9) | (93) | (72.3) | ||
Income (loss)from equity method investment | 9.1 | (4.6) | 21.2 | (4) | ||
Segment Contribution Margin And Income (Loss) From Equity Method Investments | (22.3) | (21.5) | (71.8) | (76.3) | ||
Depreciation and amortization | 1.8 | 1.7 | 5 | 6.1 | ||
Capital spending (excluding business combinations) | 12.3 | 8.3 | 27.5 | 10.8 | ||
Intersegment Eliminations | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues (excluding inter-segment fees and revenues) | (384) | (320.6) | (1,172.1) | (863.7) | ||
Intersegment Eliminations | Refining | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues (excluding inter-segment fees and revenues) | 256.8 | 210.8 | 795 | 555.3 | ||
Intersegment Eliminations | Logistics | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues (excluding inter-segment fees and revenues) | 127.2 | 109.8 | 377.1 | 308.4 | ||
Intersegment Eliminations | Retail Segment | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues (excluding inter-segment fees and revenues) | 0 | 0 | 0 | 0 | ||
Product | ||||||
Operating costs and expenses: | ||||||
Cost of materials and other | 4,916 | 2,678 | 14,151.1 | 6,811.4 | ||
Product | Operating Segments | Refining | ||||||
Operating costs and expenses: | ||||||
Cost of materials and other | 3,968.1 | 2,648.3 | 11,272.2 | 6,549.9 | ||
Product | Operating Segments | Logistics | ||||||
Operating costs and expenses: | ||||||
Cost of materials and other | 177.7 | 105.1 | 480.3 | 275 | ||
Product | Operating Segments | Retail Segment | ||||||
Operating costs and expenses: | ||||||
Cost of materials and other | 210.3 | 165.2 | 617.1 | 466.4 | ||
Product | Corporate, Other and Eliminations | ||||||
Operating costs and expenses: | ||||||
Cost of materials and other | $ 559.9 | $ (240.6) | $ 1,781.5 | $ (479.9) | ||
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[2]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |||
Numerator for EPS - continuing operations | ||||||
Net income (loss) | $ 16.8 | $ 20.6 | $ 400.2 | $ (90.2) | ||
Less: attributed to non-controlling interest | 9.4 | 8.8 | 24.4 | 24.7 | ||
Numerator for basic and diluted EPS attributable to Delek | $ 7.4 | $ 11.8 | $ 375.8 | $ (114.9) | ||
Denominator: | ||||||
Weighted Average Number of Shares Outstanding( denominatior for basic EPS) (in shares) | 70,471,645 | 74,074,446 | 71,494,332 | 73,930,925 | ||
Dilutive effect of stock-based awards | 637,719 | 417,730 | 654,306 | 0 | ||
Weighted average common shares outstanding, assuming dilution (in shares) | 71,109,364 | 74,492,176 | 72,148,638 | 73,930,925 | ||
EPS: | ||||||
Basic income (loss ) per share (USD per Share) | $ 0.11 | $ 0.16 | [1] | $ 5.26 | $ (1.55) | [1] |
Diluted income (loss) per share (USD per share) | $ 0.10 | $ 0.16 | [1] | $ 5.21 | $ (1.55) | [1] |
Stock Compensation Plan, Excluding Loss | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,138,130 | 3,711,184 | 2,380,376 | 2,967,725 | ||
Stock Compensation Plan, Loss | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 0 | 605,270 | ||
Share-based Payment Arrangement | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,138,130 | 3,711,184 | 2,380,376 | 3,572,995 | ||
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Delek Logistics - Narrative (De
Delek Logistics - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||||||
Jun. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | [1] | Apr. 14, 2022 | Dec. 20, 2021 | Aug. 31, 2020 | |
Variable Interest Entity [Line Items] | |||||||
Common stock, authorized amount | $ 200 | ||||||
Limited Partners' Capital Purchase Program, Number Of Units Authorized To Be Purchased | 434,590 | ||||||
Partners' Capital Account, Units, Sold in Public Offering | 385,522 | ||||||
Proceeds from sale of Delek Logistics LP common limited partner units | $ 16.4 | $ 0 | |||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | $ 13.6 | ||||||
3 Bear Acquisition | |||||||
Variable Interest Entity [Line Items] | |||||||
Base purchase price | $ 624.7 | ||||||
Delek Logistics | |||||||
Variable Interest Entity [Line Items] | |||||||
Limited Partner Interest, Shares | 14,000,000 | ||||||
Variable Interest Entity, Primary Beneficiary | Delek Logistics | |||||||
Variable Interest Entity [Line Items] | |||||||
Common units (in shares) | 34,311,278 | ||||||
Variable Interest Entity, Primary Beneficiary | Delek Logistics | |||||||
Variable Interest Entity [Line Items] | |||||||
Limited partner interest (as percent) | 78.90% | ||||||
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Delek Logistics - Subsidiary Ba
Delek Logistics - Subsidiary Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
ASSETS | |||
Cash and cash equivalents | $ 1,153.8 | $ 856.5 | [1] |
Accounts receivable | 1,035.5 | 776.6 | [1] |
Inventory | 1,634.2 | 1,260.7 | [1] |
Other current assets | 206 | 126 | [1] |
Property, plant and equipment, net | 2,678.1 | 2,307.3 | [1] |
Equity method investments | 360.6 | 344.1 | [1] |
Operating lease right-of-use assets | 183.2 | 208.5 | [1] |
Goodwill | 743.8 | 729.7 | [1] |
Intangible assets, net | 320.6 | 102.7 | [1] |
Other non-current assets | 81 | 100.5 | [1] |
Total assets | 8,396.8 | 6,812.6 | [1] |
LIABILITIES AND EQUITY | |||
Accounts payable | 2,150.2 | 1,695.3 | [1] |
Current portion of operating lease liabilities | 50.1 | 53.9 | [1] |
Accrued expenses and other current liabilities | 969.8 | 797.8 | [1] |
Long-term debt, net of current portion | 2,670.6 | 2,125.8 | [1] |
Asset retirement obligations | 41.4 | 38.3 | [1] |
Operating lease liabilities, net of current portion | 125.9 | 152 | [1] |
Other non-current liabilities | 25 | 31.8 | [1] |
Total liabilities and stockholders’ equity | 8,396.8 | 6,812.6 | [1] |
Variable Interest Entity, Primary Beneficiary | Delek Logistics Partners, LP | |||
ASSETS | |||
Cash and cash equivalents | 14.9 | 4.3 | |
Accounts receivable | 53.4 | 15.4 | |
Inventory | 2.5 | 2.4 | |
Other current assets | 2.4 | 1 | |
Property, plant and equipment, net | 875.6 | 449.4 | |
Equity method investments | 248 | 250 | |
Operating lease right-of-use assets | 24.3 | 20.9 | |
Goodwill | 26.6 | 12.2 | |
Intangible assets, net | 370.4 | 153.9 | |
Other non-current assets | 20.1 | 25.6 | |
Total assets | 1,638.2 | 935.1 | |
LIABILITIES AND EQUITY | |||
Accounts payable | 53 | 8.2 | |
Accounts payable to related parties | 173.2 | 64.4 | |
Current portion of operating lease liabilities | 7.8 | 6.8 | |
Accrued expenses and other current liabilities | 31.9 | 17.4 | |
Long-term debt, net of current portion | 1,448.8 | 899 | |
Asset retirement obligations | 9.2 | 6.5 | |
Operating lease liabilities, net of current portion | 11.8 | 14.1 | |
Other non-current liabilities | 16.8 | 22.7 | |
Deficit | (114.3) | (104) | |
Total liabilities and stockholders’ equity | $ 1,638.2 | $ 935.1 | |
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Equity Method Investments (Deta
Equity Method Investments (Details) | 3 Months Ended | 9 Months Ended | ||||||||||||
Oct. 13, 2022 USD ($) | Jun. 02, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) joint_venture | Sep. 30, 2021 USD ($) | Mar. 21, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 21, 2020 | Mar. 30, 2018 USD ($) | ||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Proceeds from Secured Notes Payable | $ 535,000,000 | |||||||||||||
Dividends from equity method investments | $ 26,300,000 | $ 19,000,000 | [1] | |||||||||||
Other nonoperating income (expense) | $ 700,000 | $ 21,800,000 | [2] | 3,000,000 | 16,000,000 | [2] | ||||||||
Equity method investments | 360,600,000 | 360,600,000 | $ 344,100,000 | [3] | ||||||||||
Income (loss)from equity method investment | 17,800,000 | 2,900,000 | [2] | 44,400,000 | 14,500,000 | [1],[2] | ||||||||
Payments to Acquire Equity Method Investments | 100,000 | 1,600,000 | [1] | |||||||||||
Subsequent event | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Dividends from equity method investments | $ 7,900,000 | |||||||||||||
Letter of credit | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 500,000,000 | $ 400,000,000 | ||||||||||||
Revolving credit facility | Line of credit | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Maximum borrowing capacity | 75,000,000 | $ 1,000,000,000 | ||||||||||||
Revolving credit facility | Letter of credit | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 44,000,000 | |||||||||||||
Wink To Webster Pipeline LLC | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment, ownership percentage (as percent) | 15% | |||||||||||||
Equity Method Investment, Funding Commitment | $ 65,000,000 | 65,000,000 | 65,000,000 | |||||||||||
Equity Method Investment, Funding Commitment, Repayment Term | 14 years | |||||||||||||
Equity Method Investment, Funding Commitment, Buyout Amount | $ 27,500,000 | |||||||||||||
Equity Method Investment, Funding Commitment, Recoveries, Amount | $ 18,000,000 | |||||||||||||
Equity Method Investment, Funding Commitment, Recoveries, Write-Off Amount | 6,600,000 | |||||||||||||
Other nonoperating income (expense) | 20,900,000 | |||||||||||||
Equity method investments | 54,700,000 | 54,700,000 | 49,300,000 | |||||||||||
Income (loss)from equity method investment | $ 1,200,000 | (8,800,000) | $ 5,400,000 | (12,900,000) | ||||||||||
W2W Holdings LLC | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment, ownership percentage (as percent) | 50% | 50% | ||||||||||||
Red River Pipeline Company LLC | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment, ownership percentage (as percent) | 33% | 33% | ||||||||||||
Red River Expansion | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Payments to Acquire Equity Method Investments | $ 0 | 1,400,000 | ||||||||||||
Red River | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investments | $ 143,700,000 | 143,700,000 | 144,000,000 | |||||||||||
Income (loss)from equity method investment | 4,700,000 | 3,900,000 | 14,600,000 | 9,900,000 | ||||||||||
Joint Ventures | Delek Logistics | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investments | 104,300,000 | 104,300,000 | 106,000,000 | |||||||||||
Income (loss)from equity method investment | $ 3,900,000 | 3,400,000 | $ 8,100,000 | 8,000,000 | ||||||||||
Number of joint ventures | joint_venture | 2 | |||||||||||||
Joint Ventures | Delek US Holdings, Inc. | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment, ownership percentage (as percent) | 50% | 50% | ||||||||||||
Equity method investments | $ 57,900,000 | $ 57,900,000 | $ 44,800,000 | |||||||||||
Income (loss)from equity method investment | $ 8,000,000 | $ 4,400,000 | $ 16,300,000 | $ 9,500,000 | ||||||||||
CP LLC | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment, ownership percentage (as percent) | 50% | 50% | ||||||||||||
Rangeland Rio | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment, ownership percentage (as percent) | 33% | 33% | ||||||||||||
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[2]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[3]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Inventory - Narrative (Details)
Inventory - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | [1] | Jan. 01, 2021 | Dec. 31, 2020 | ||||||
Inventory [Line Items] | |||||||||||||||
Percentage of LIFO Inventory | 28% | ||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (1,283) | $ (1,015.6) | [1] | $ (1,283) | $ (1,015.6) | [1] | $ (1,337.4) | $ (1,014) | [2] | $ (996.7) | $ (1,125.1) | [1] | |||
Inventory valuation reserves | 28.4 | 28.4 | 9.3 | ||||||||||||
Inventory adjustments | 21.5 | 21.5 | |||||||||||||
Depreciation and amortization | (72.9) | (60.8) | (209.2) | (195.6) | [3] | ||||||||||
Retained Earnings | |||||||||||||||
Inventory [Line Items] | |||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (731.8) | (398.1) | [1] | (731.8) | (398.1) | [1] | $ (753) | $ (384.7) | [1] | $ (386.3) | (522) | [1] | |||
Revision of Prior Period, Change in Accounting Principle, Adjustment | |||||||||||||||
Inventory [Line Items] | |||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | [1] | 8.7 | |||||||||||||
Revision of Prior Period, Change in Accounting Principle, Adjustment | Retained Earnings | |||||||||||||||
Inventory [Line Items] | |||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 8.7 | $ 8.7 | [1] | ||||||||||||
Revision of Prior Period, Error Correction, Adjustment | |||||||||||||||
Inventory [Line Items] | |||||||||||||||
Operating expenses | 14 | 14 | |||||||||||||
Revision of Prior Period, Error Correction, Adjustment | Refining | |||||||||||||||
Inventory [Line Items] | |||||||||||||||
Depreciation and amortization | 7.5 | 7.5 | |||||||||||||
Cost of sales | |||||||||||||||
Inventory [Line Items] | |||||||||||||||
Inventory valuation gains (losses) | $ (20.3) | $ (0.2) | $ (19.1) | $ (0.3) | |||||||||||
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[2]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[3]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Inventory - Carrying Value (Det
Inventory - Carrying Value (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Inventory [Line Items] | |||
Total inventories | $ 1,634.2 | $ 1,260.7 | [1] |
Refining | |||
Inventory [Line Items] | |||
Refinery raw materials and supplies | 756.9 | 516 | |
Refinery work in process | 223.4 | 156.2 | |
Finished goods/refined products | 611.2 | 550.6 | |
Retail Segment | |||
Inventory [Line Items] | |||
Retail fuel | 10.4 | 9.3 | |
Retail merchandise | 29.8 | 26.2 | |
Logistics | |||
Inventory [Line Items] | |||
Finished goods/refined products | $ 2.5 | $ 2.4 | |
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Inventory - Schedule of Effect
Inventory - Schedule of Effect of Change in Accounting Principle (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cost of materials and other | $ 4,916 | $ 2,678 | [1] | $ 14,151.1 | $ 6,811.4 | [1] | ||
Total cost of sales | 5,180.7 | 2,836 | [1] | 14,869.3 | 7,352.9 | [1] | ||
Income (loss) before income tax expense (benefit) | 20.8 | 25.1 | [1] | 507.7 | (129.2) | [1] | ||
Income tax expense (benefit) | 4 | 4.5 | [1] | 107.5 | (39) | [1] | ||
Net income (loss) | 16.8 | 20.6 | [2] | 400.2 | (90.2) | [1] | ||
Net income (loss) attributable to Delek | $ 7.4 | $ 11.8 | [1] | $ 375.8 | $ (114.9) | [1] | ||
Basic income (loss ) per share (USD per Share) | $ 0.11 | $ 0.16 | [1] | $ 5.26 | $ (1.55) | [1] | ||
Diluted income (loss) per share (USD per share) | $ 0.10 | $ 0.16 | [1] | $ 5.21 | $ (1.55) | [1] | ||
Inventories, net of inventory valuation reserves | $ 1,634.2 | $ 1,634.2 | $ 1,260.7 | [3] | ||||
Assets | 8,396.8 | 8,396.8 | 6,812.6 | [3] | ||||
Accrued expenses and other current liabilities | 969.8 | 969.8 | 797.8 | [3] | ||||
Deferred tax liabilities | 309.6 | 309.6 | 214.5 | [3] | ||||
Retained earnings | 731.8 | 731.8 | 384.7 | [3] | ||||
Total liabilities and stockholders' equity | 8,396.8 | 8,396.8 | 6,812.6 | [3] | ||||
Non-cash lower of cost or market/net realizable value adjustment | 19.1 | $ 0.3 | [4] | |||||
Deferred income taxes | 95.6 | (44.6) | [4] | |||||
Inventories and other current assets | (419.8) | (239.1) | [4] | |||||
Accounts payable and other current liabilities | 524.8 | 632.7 | [4] | |||||
Previously Reported | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cost of materials and other | 4,797.2 | $ 2,670.1 | 14,198.8 | 6,871.4 | ||||
Total cost of sales | 5,061.9 | 2,828.1 | 14,917 | 7,412.9 | ||||
Income (loss) before income tax expense (benefit) | 139.6 | 33 | 460 | (189.2) | ||||
Income tax expense (benefit) | 29.3 | 6.1 | 97.4 | (52.3) | ||||
Net income (loss) | 26.9 | 362.6 | (136.9) | |||||
Net income (loss) attributable to Delek | $ 100.9 | $ 18.1 | $ 338.2 | $ (161.6) | ||||
Basic income (loss ) per share (USD per Share) | $ 1.43 | $ 0.24 | $ 4.73 | $ (2.19) | ||||
Diluted income (loss) per share (USD per share) | $ 1.42 | $ 0.24 | $ 4.69 | $ (2.19) | ||||
Inventories, net of inventory valuation reserves | $ 1,527.9 | $ 1,527.9 | 1,176.1 | |||||
Assets | 8,290.5 | 8,290.5 | 6,728 | |||||
Accrued expenses and other current liabilities | 990.5 | 990.5 | ||||||
Deferred tax liabilities | 286.7 | 286.7 | 196.4 | |||||
Retained earnings | 627.7 | 627.7 | 318.2 | |||||
Total liabilities and stockholders' equity | 8,290.5 | 8,290.5 | 6,728 | |||||
Non-cash lower of cost or market/net realizable value adjustment | 19.5 | $ (29.9) | ||||||
Deferred income taxes | 90.8 | (50.3) | ||||||
Inventories and other current assets | (398.5) | (186) | ||||||
Accounts payable and other current liabilities | 545.5 | 662.2 | ||||||
Revision of Prior Period, Change in Accounting Principle, Adjustment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cost of materials and other | (118.8) | $ 7.9 | 47.7 | (60) | ||||
Total cost of sales | (118.8) | 7.9 | 47.7 | (60) | ||||
Income (loss) before income tax expense (benefit) | 118.8 | (7.9) | (47.7) | 60 | ||||
Income tax expense (benefit) | 25.3 | (1.6) | (10.1) | 13.3 | ||||
Net income (loss) | (6.3) | (37.6) | 46.7 | |||||
Net income (loss) attributable to Delek | $ 93.5 | $ (6.3) | $ (37.6) | $ 46.7 | ||||
Basic income (loss ) per share (USD per Share) | $ 1.32 | $ (0.08) | $ (0.53) | $ 0.64 | ||||
Diluted income (loss) per share (USD per share) | $ 1.32 | $ (0.08) | $ (0.52) | $ 0.64 | ||||
Inventories, net of inventory valuation reserves | $ (106.3) | $ (106.3) | 84.6 | |||||
Assets | (106.3) | (106.3) | 84.6 | |||||
Accrued expenses and other current liabilities | 20.7 | 20.7 | ||||||
Deferred tax liabilities | (22.9) | (22.9) | 18.1 | |||||
Retained earnings | (104.1) | (104.1) | 66.5 | |||||
Total liabilities and stockholders' equity | $ (106.3) | (106.3) | $ 84.6 | |||||
Non-cash lower of cost or market/net realizable value adjustment | 0.4 | $ 30.2 | ||||||
Deferred income taxes | (4.8) | 5.7 | ||||||
Inventories and other current assets | 21.3 | (53.1) | ||||||
Accounts payable and other current liabilities | $ 20.7 | $ (29.5) | ||||||
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[2]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[3]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion.[4]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Crude Oil Supply and Inventor_3
Crude Oil Supply and Inventory Purchase Agreement (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Oil and Gas, Delivery Commitment [Line Items] | ||||
Supply and Offtake Obligation, Liabilities | $ 72.8 | $ 72.8 | ||
Gain (Loss) On Changes In Fair Value Due To Commodity-Index Price And Interest Rate | $ 124.2 | $ (0.8) | $ (82.6) | $ (104.9) |
Crude Oil Supply and Inventor_4
Crude Oil Supply and Inventory Purchase Agreement - Barrels Subject to the Supply and Offtake Agreements (Details) - J. Aron - bbl bbl in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
El Dorado Refinery | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Barrels of inventory consigned to J Aron | 3.2 | 3.5 |
Big Spring refinery | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Barrels of inventory consigned to J Aron | 1.5 | 1.3 |
Krotz Spring Refinery | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Barrels of inventory consigned to J Aron | 1.1 | 1.2 |
Baseline Step-Out Liability | El Dorado Refinery | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Barrels of inventory consigned to J Aron | 2 | |
Baseline Step-Out Liability | Big Spring refinery | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Barrels of inventory consigned to J Aron | 0.8 | |
Baseline Step-Out Liability | Krotz Spring Refinery | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Barrels of inventory consigned to J Aron | 1.3 |
Crude Oil Supply and Inventor_5
Crude Oil Supply and Inventory Purchase Agreement - Payable (Receivable) Under Supply and Offtake Agreements (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Oil and Gas, Delivery Commitment [Line Items] | ||
Revolving over/short inventory financing liability (receivable) | $ 183.2 | $ 157.1 |
Total Obligations Under Supply and Offtake Agreements - Current portion | 596.2 | 487.5 |
Other (receivable) payable for monthly activity true-up | 71.2 | 5.3 |
El Dorado Refinery | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Revolving over/short inventory financing liability (receivable) | 120.8 | 120.9 |
Total Obligations Under Supply and Offtake Agreements - Current portion | 320.9 | 280.5 |
Other (receivable) payable for monthly activity true-up | 23.7 | (2.7) |
Big Spring refinery | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Revolving over/short inventory financing liability (receivable) | 77.4 | 41.1 |
Total Obligations Under Supply and Offtake Agreements - Current portion | 163.5 | 109.5 |
Other (receivable) payable for monthly activity true-up | 23.5 | 1 |
Krotz Spring Refinery | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Revolving over/short inventory financing liability (receivable) | (15) | (4.9) |
Total Obligations Under Supply and Offtake Agreements - Current portion | 111.8 | 97.5 |
Other (receivable) payable for monthly activity true-up | 24 | 7 |
Baseline Step-Out Liability | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Baseline Step-Out Liability | 413 | 330.4 |
Baseline Step-Out Liability | El Dorado Refinery | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Baseline Step-Out Liability | 200.1 | 159.6 |
Baseline Step-Out Liability | Big Spring refinery | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Baseline Step-Out Liability | 86.1 | 68.4 |
Baseline Step-Out Liability | Krotz Spring Refinery | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Baseline Step-Out Liability | $ 126.8 | $ 102.4 |
Crude Oil Supply and Inventor_6
Crude Oil Supply and Inventory Purchase Agreement - Recurring Cash Fee Paid (Details) - Interest expense - J. Aron - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Oil and Gas, Delivery Commitment [Line Items] | ||||
Recurring cash fees paid | $ 5.9 | $ 4.4 | $ 16.1 | $ 13.3 |
El Dorado Refinery | ||||
Oil and Gas, Delivery Commitment [Line Items] | ||||
Recurring cash fees paid | 3.6 | 2.5 | 9.5 | 7.7 |
Big Spring refinery | ||||
Oil and Gas, Delivery Commitment [Line Items] | ||||
Recurring cash fees paid | 1.3 | 0.9 | 3.3 | 2.4 |
Krotz Spring Refinery | ||||
Oil and Gas, Delivery Commitment [Line Items] | ||||
Recurring cash fees paid | $ 1 | $ 1 | $ 3.3 | $ 3.2 |
Crude Oil Supply and Inventor_7
Crude Oil Supply and Inventory Purchase Agreement - Letters of Credit (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
J. Aron | El Dorado Refinery | ||
Oil and Gas, Delivery Commitment [Line Items] | ||
Letters of credit outstanding | $ 145 | $ 195 |
Long-Term Obligations and Not_3
Long-Term Obligations and Notes Payable - Outstanding Borrowings Schedule (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Long-term Debt | $ 2,733.6 | $ 2,218 | |
Current portion of long-term debt | 63 | 92.2 | [1] |
Long-term debt, net of current portion | 2,670.6 | 2,125.8 | [1] |
Delek Term Loan Credit Facility | Term loan | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 1,234.8 | 1,240 | |
Footnote: | |||
Deferred financing costs | 1.7 | 2.2 | |
Debt discount | 13.7 | 17.8 | |
Hapoalim Term Loan | Notes Payable to Banks | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 0 | 29 | |
Footnote: | |||
Deferred financing costs | 0.1 | ||
Debt discount | 0.1 | ||
DKL 2025 Notes | Senior notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 247.4 | 246.7 | |
Footnote: | |||
Deferred financing costs | 2 | 2.5 | |
Debt discount | 0.6 | 0.8 | |
DKL 2028 Notes | Senior notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 395 | 394.3 | |
Footnote: | |||
Deferred financing costs | 5 | 5.7 | |
Revolving credit facility | Line of credit | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 0 | 0 | |
Revolving credit facility | DKL Credit Facility | Line of credit | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 806.4 | 258 | |
Footnote: | |||
Deferred financing costs | 0.5 | ||
Revolving credit facility | United Community Bank Revolver | Line of credit | |||
Debt Instrument [Line Items] | |||
Long-term Debt | $ 50 | $ 50 | |
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Long-Term Obligations and Not_4
Long-Term Obligations and Notes Payable - Delek Revolver and Term Loan (Details) - USD ($) | 9 Months Ended | |||||||
May 19, 2020 | Nov. 12, 2019 | Oct. 26, 2018 | Mar. 30, 2018 | Sep. 30, 2022 | Jun. 02, 2022 | Mar. 21, 2022 | May 22, 2019 | |
Letter of credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 212,600,000 | |||||||
Line of credit | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 75,000,000 | ||||||
Commitment fee percentage (as percent) | 0.375% | |||||||
Debt Instrument, Weighted Average Borrowing Rate | 6.50% | |||||||
Letters of credit outstanding | $ 212,600,000 | |||||||
Remaining borrowing capacity | $ 787,400,000 | |||||||
Debt instrument, interest rate, effective percentage | 6.41% | |||||||
Line of credit | Revolving credit facility | Canada, Dollars | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 50,000,000 | |||||||
Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt | $ 700,000,000 | |||||||
Maximum borrowing capacity | $ 1,250,200,000 | |||||||
Debt Instrument, Original Debt Issue Discount | 0.50% | |||||||
Proceeds from term loan | $ 300,000,000 | |||||||
Debt Instrument, Prepayment Premium | 1% | |||||||
Debt Instrument, Weighted Average Borrowing Rate | 5.87% | |||||||
Term loan | Incremental Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt | $ 200,000,000 | $ 150,000,000 | $ 250,000,000 | |||||
Debt Instrument, Original Debt Issue Discount | 7% | 1.21% | 0.75% | |||||
Debt Instrument, Periodic Payment | $ 500,000 | $ 2,750,000 | ||||||
Term loan | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase (decrease) in interest rate | 0.25% | |||||||
Basis spread (as percent) | 1.25% | |||||||
Term loan | Base Rate | Incremental Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread (as percent) | 4.50% | |||||||
Term loan | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase (decrease) in interest rate | 0.25% | |||||||
Basis spread (as percent) | 2.25% | |||||||
Term loan | London Interbank Offered Rate (LIBOR) | Incremental Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread (as percent) | 5.50% | |||||||
Debt Instrument, Variable Rate, Floor | 1% | |||||||
Letter of credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 400,000,000 | $ 500,000,000 | ||||||
Letter of credit | Canada, Dollars | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 10,000,000 | |||||||
Letter of credit | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 44,000,000 | |||||||
Minimum | Line of credit | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage (as percent) | 0.25% | |||||||
Minimum | Line of credit | Revolving credit facility | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread (as percent) | 0.25% | |||||||
Minimum | Line of credit | Revolving credit facility | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread (as percent) | 1.25% | |||||||
Minimum | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Covenant, Prepayment As A Variable Percentage Of Excess Cash Flow | 50% | |||||||
Maximum | Line of credit | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage (as percent) | 0.375% | |||||||
Maximum | Line of credit | Revolving credit facility | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread (as percent) | 0.75% | |||||||
Maximum | Line of credit | Revolving credit facility | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread (as percent) | 1.75% | |||||||
Maximum | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Covenant, Prepayment As A Variable Percentage Of Excess Cash Flow | 0% |
Long-Term Obligations and Not_5
Long-Term Obligations and Notes Payable - Delek Hapoalim Term Loan (Details) - USD ($) $ in Millions | 9 Months Ended | ||||||
Sep. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | [1] | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||
Repayments of Other Long-term Debt | $ 38.9 | $ 40.1 | |||||
Hapoalim Term Loan | Notes Payable to Banks | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt | $ 40 | ||||||
Debt Instrument, Periodic Payment | $ 0.1 | ||||||
Repayments of Other Long-term Debt | $ 9 | $ 10 | |||||
Hapoalim Term Loan | Notes Payable to Banks | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread (as percent) | 3% | ||||||
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Long-Term Obligations and Not_6
Long-Term Obligations and Notes Payable - Delek Logistics Credit Facility (Details) - USD ($) | 9 Months Ended | |||||
May 26, 2022 | Sep. 30, 2022 | Jun. 02, 2022 | Aug. 31, 2020 | Sep. 28, 2018 | Mar. 30, 2018 | |
Debt Instrument [Line Items] | ||||||
Debt Instrument, Debt Covenant, Reduction In Total Funded Debt | $ 20,000,000 | |||||
Revolving credit facility | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 75,000,000 | $ 1,000,000,000 | ||||
Commitment fee percentage (as percent) | 0.375% | |||||
Remaining borrowing capacity | $ 787,400,000 | |||||
Letters of credit outstanding | $ 212,600,000 | |||||
Revolving credit facility | Fifth Third Bank | Line of credit | Secured Overnight Financing Rate (SOFR) | United States of America, Dollars | ||||||
Debt Instrument [Line Items] | ||||||
Description of variable rate basis | Secured Overnight Financing Rate | |||||
Revolving credit facility | DKL Credit Facility | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 806,900,000 | |||||
Revolving credit facility | DKL Credit Facility | Fifth Third Bank | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 850,000,000 | ||||
Maximum borrowing capacity under accordion feature | $ 1,000,000,000 | |||||
Weighted average interest rate (as percent) | 5.64% | |||||
Commitment fee percentage (as percent) | 0.50% | |||||
Line of Credit Facility, Increase (Decrease), Net | 150,000,000 | |||||
Remaining borrowing capacity | $ 193,100,000 | |||||
Revolving credit facility | DKL Credit Facility | Fifth Third Bank | Line of credit | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Description of variable rate basis | U.S. dollar prime rate | |||||
Revolving credit facility | DKL Credit Facility | Fifth Third Bank | Line of credit | Canadian Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Description of variable rate basis | Canadian dollar prime rate | |||||
US LC Sublimit | DKL Credit Facility | Fifth Third Bank | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 90,000,000 | |||||
US Swing Line Sublimit | DKL Credit Facility | Fifth Third Bank | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 18,000,000 | |||||
Letter of credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 212,600,000 | |||||
Letter of credit | DKL Credit Facility | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | $ 0 |
Long-Term Obligations and Not_7
Long-Term Obligations and Notes Payable - Delek Logistics 2025 Notes (Details) - Senior notes - DKL 2025 Notes - USD ($) | 9 Months Ended | |
May 23, 2017 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||
Face amount of debt | $ 250,000,000 | $ 250,000,000 |
Stated interest rate (as percent) | 6.75% | |
Redemption price, percentage (as percent) | 101% | |
Debt instrument, interest rate, effective percentage | 7.19% | |
Twelve-month period beginning May 15, 2022 | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage (as percent) | 101.688% | |
Twelve-month period beginning May 15, 2023 and thereafter | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage (as percent) | 100% |
Long-Term Obligations and Not_8
Long-Term Obligations and Notes Payable - Delek Logistics 2028 Notes (Details) - DKL 2028 Notes - Senior notes - USD ($) | May 24, 2021 | Sep. 30, 2022 |
Debt Instrument [Line Items] | ||
Face amount of debt | $ 400,000,000 | $ 400,000,000 |
Stated interest rate (as percent) | 7.125% | |
Redemption price, percentage of principal amount redeemed | 35% | |
Redemption price, percentage (as percent) | 101% | |
Debt instrument, interest rate, effective percentage | 7.40% | |
Period prior to June 1, 2024 | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage (as percent) | 107.125% | |
Twelve-month period beginning June 1, 2024 | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage (as percent) | 103.563% | |
Twelve-month period beginning June 1, 2025 | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage (as percent) | 101.781% | |
Twelve-month period beginning June 1, 2026 | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage (as percent) | 100% |
Long-Term Obligations and Not_9
Long-Term Obligations and Notes Payable - United Community Bank Revolver (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 02, 2022 | Dec. 31, 2021 | Mar. 30, 2018 | |
Line of Credit Facility [Line Items] | ||||||
Outstanding borrowings | $ 2,733,600,000 | $ 2,733,600,000 | $ 2,218,000,000 | |||
Line of credit | Revolving credit facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 75,000,000 | $ 1,000,000,000 | ||||
Commitment fee percentage (as percent) | 0.375% | |||||
Outstanding borrowings | 0 | $ 0 | 0 | |||
Remaining borrowing capacity | 787,400,000 | 787,400,000 | ||||
Line of credit | United Community Bank Revolver | Revolving credit facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 50,000,000 | $ 50,000,000 | ||||
Stated interest rate (as percent) | 7% | |||||
Commitment fee percentage (as percent) | 0.50% | |||||
Outstanding borrowings | 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||
Remaining borrowing capacity | $ 0 | $ 0 | ||||
Line of credit | United Community Bank Revolver | Revolving credit facility | Prime Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread (as percent) | 0.75% |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Commodity contracts | |
Derivative [Line Items] | |
Derivative, Maturity Date, Maximum Period | 3 years |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Assets and Liabilities (Details) $ in Millions | Sep. 30, 2022 USD ($) MMBTU rIN bbl | Dec. 31, 2021 USD ($) rIN bbl MMBTU |
Derivatives, Fair Value [Line Items] | ||
Assets | $ 253.9 | $ 130.7 |
Liabilities | (224.9) | (109.1) |
Counterparty netting and cash collateral, Assets | 179.5 | 107.1 |
Counterparty netting and cash collateral, Liabilities | (203.7) | (82.4) |
Total net fair value of derivative assets | 74.4 | 23.6 |
Total net fair value of derivative liabilities | (21.2) | (26.7) |
Footnote: | ||
Cash collateral (obligation) | $ 24.2 | $ (24.7) |
Commodity contracts | Oil | ||
Footnote: | ||
Derivative, Nonmonetary Notional Amount | bbl | 115,800,264 | 182,525,893 |
Commodity contracts | Natural Gas | ||
Footnote: | ||
Derivative, Nonmonetary Notional Amount | MMBTU | 7,785,000 | 1,320,000 |
RINs commitment contracts | ||
Footnote: | ||
Derivative, Nonmonetary Notional Amount | rIN | 150,800,000 | 16,325,000 |
Derivatives not designated as hedging instruments: | Commodity contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | $ 148.9 | $ 21.5 |
Liabilities | 109.5 | 0 |
Derivatives not designated as hedging instruments: | Commodity contracts | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 60 | 101.5 |
Liabilities | (73.4) | (102.3) |
Derivatives not designated as hedging instruments: | Commodity contracts | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 35.3 | 0 |
Liabilities | (34.2) | 0 |
Derivatives not designated as hedging instruments: | Commodity contracts | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 6.1 |
Liabilities | 0 | (6.1) |
Derivatives not designated as hedging instruments: | RINs commitment contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 9.7 | 1.6 |
Liabilities | 0 | 0 |
Derivatives not designated as hedging instruments: | RINs commitment contracts | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Liabilities | $ (7.8) | $ (0.7) |
Derivatives designated as hedging instruments: | Commodity contracts | Oil | ||
Footnote: | ||
Derivative, Nonmonetary Notional Amount | bbl | 0 | 0 |
Derivative Instruments - Deri_2
Derivative Instruments - Derivatives Gains and Losses (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cost of sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gains (losses) | $ 78.3 | $ (15.7) | $ (24.3) | $ 64.1 |
Commodity contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) on commodity derivatives | 0.3 | 7.5 | 5.1 | 7.5 |
Not Designated as Hedging Instrument | Cost of sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Unrealized gains (losses) on economic hedges | 24.8 | (6.8) | 20.2 | (16.2) |
Not Designated as Hedging Instrument | Commodity contracts | Cost of sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) on commodity derivatives | 78 | (23.2) | (27.7) | 56.4 |
Not Designated as Hedging Instrument | Commodity contracts | Operating Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) on commodity derivatives | 0 | 0 | (1.7) | 0 |
Designated as Hedging Instrument | Commodity contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized gains reclassified out of accumulated other comprehensive income and into cost of materials and other on commodity derivatives designated as cash flow hedging instruments | $ 0 | $ 0 | $ 0 | $ 0.2 |
Derivative Instruments - Effect
Derivative Instruments - Effect of Cash Flow Hedges on Statement of Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on cash flow hedging relationships | $ 0 | $ 0 | $ 0 | $ 0 |
Commodity contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on cash flow hedging relationships | 0 | 0 | 0 | (0.2) |
Derivatives designated as hedging instruments: | Commodity contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on cash flow hedging relationships | 0 | 0 | 0 | 0.2 |
Cost of sales | Commodity contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax | 0 | 0 | 0.2 | |
Cash flow hedges to be reclassified into cost of goods sold over the next 12 months | 0 | |||
Cost of sales | Derivatives designated as hedging instruments: | Commodity contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Component of the derivative instruments’ gains or losses was excluded from the assessment of hedge effectiveness | $ 0 | $ 0 | $ 0 | $ 0 |
Derivative Instruments - Gains
Derivative Instruments - Gains (Losses) on Trading Derivatives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Forward Contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized gains (losses) | $ 1.2 | $ 2.8 | $ 19.7 | $ 4.9 |
Unrealized gains (losses) | 0 | (0.8) | (0.3) | (0.4) |
Total | 1.2 | 2 | 19.4 | 4.5 |
Commodity contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized gains (losses) | (0.3) | (0.9) | 11.6 | (5.9) |
Unrealized gains (losses) | 0.7 | 0.7 | (15.8) | 0.2 |
Total | $ 0.4 | $ (0.2) | $ (4.2) | $ (5.7) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Liabilities | |||||
Cash collateral (obligation) | $ 24.2 | $ 24.2 | $ (24.7) | ||
Commodity contracts | |||||
Liabilities | |||||
Derivative, Gain (Loss) on Derivative, Net | 0.3 | $ 7.5 | 5.1 | $ 7.5 | |
RIN Commitment Contracts, Market Price Volatility | |||||
Liabilities | |||||
Derivative, Gain (Loss) on Derivative, Net | (12.6) | $ 46.6 | (53.6) | $ (58.3) | |
Fair Value, Measurements, Recurring | |||||
Assets | |||||
Total assets | 263.7 | 263.7 | 130.7 | ||
Liabilities | |||||
Total liabilities | (989.8) | (989.8) | (768.8) | ||
Net liabilities | (726.1) | (726.1) | (638.1) | ||
Fair Value, Measurements, Recurring | Commodity contracts | |||||
Assets | |||||
Total assets | 244.2 | 244.2 | 129.1 | ||
Liabilities | |||||
Total liabilities | (217.1) | (217.1) | (108.4) | ||
Fair Value, Measurements, Recurring | Commodities Investment | |||||
Assets | |||||
Total assets | 9.8 | 9.8 | |||
Fair Value, Measurements, Recurring | RINs commitment contracts | |||||
Assets | |||||
Total assets | 9.7 | 9.7 | 1.6 | ||
Liabilities | |||||
Total liabilities | (7.8) | (7.8) | (0.7) | ||
Fair Value, Measurements, Recurring | Environmental Credits Obligation | |||||
Liabilities | |||||
Total liabilities | (168.7) | (168.7) | (172.2) | ||
Fair Value, Measurements, Recurring | J. Aron supply and offtake obligations | |||||
Liabilities | |||||
Total liabilities | (596.2) | (596.2) | (487.5) | ||
Fair Value, Measurements, Recurring | Level 1 | |||||
Assets | |||||
Total assets | 9.8 | 9.8 | 0 | ||
Liabilities | |||||
Total liabilities | 0 | 0 | 0 | ||
Net liabilities | 9.8 | 9.8 | 0 | ||
Fair Value, Measurements, Recurring | Level 1 | Commodity contracts | |||||
Assets | |||||
Total assets | 0 | 0 | 0 | ||
Liabilities | |||||
Total liabilities | 0 | 0 | 0 | ||
Fair Value, Measurements, Recurring | Level 1 | Commodities Investment | |||||
Assets | |||||
Total assets | 9.8 | 9.8 | |||
Fair Value, Measurements, Recurring | Level 1 | RINs commitment contracts | |||||
Assets | |||||
Total assets | 0 | 0 | 0 | ||
Liabilities | |||||
Total liabilities | 0 | 0 | 0 | ||
Fair Value, Measurements, Recurring | Level 1 | Environmental Credits Obligation | |||||
Liabilities | |||||
Total liabilities | 0 | 0 | 0 | ||
Fair Value, Measurements, Recurring | Level 1 | J. Aron supply and offtake obligations | |||||
Liabilities | |||||
Total liabilities | 0 | 0 | 0 | ||
Fair Value, Measurements, Recurring | Level 2 | |||||
Assets | |||||
Total assets | 253.9 | 253.9 | 130.7 | ||
Liabilities | |||||
Total liabilities | (989.8) | (989.8) | (768.8) | ||
Net liabilities | (735.9) | (735.9) | (638.1) | ||
Fair Value, Measurements, Recurring | Level 2 | Commodity contracts | |||||
Assets | |||||
Total assets | 244.2 | 244.2 | 129.1 | ||
Liabilities | |||||
Total liabilities | (217.1) | (217.1) | (108.4) | ||
Fair Value, Measurements, Recurring | Level 2 | Commodities Investment | |||||
Assets | |||||
Total assets | 0 | 0 | |||
Fair Value, Measurements, Recurring | Level 2 | RINs commitment contracts | |||||
Assets | |||||
Total assets | 9.7 | 9.7 | 1.6 | ||
Liabilities | |||||
Total liabilities | (7.8) | (7.8) | (0.7) | ||
Fair Value, Measurements, Recurring | Level 2 | Environmental Credits Obligation | |||||
Liabilities | |||||
Total liabilities | (168.7) | (168.7) | (172.2) | ||
Fair Value, Measurements, Recurring | Level 2 | J. Aron supply and offtake obligations | |||||
Liabilities | |||||
Total liabilities | 596.2 | 596.2 | (487.5) | ||
Fair Value, Measurements, Recurring | Level 3 | |||||
Assets | |||||
Total assets | 0 | 0 | 0 | ||
Liabilities | |||||
Total liabilities | 0 | 0 | 0 | ||
Net liabilities | 0 | 0 | 0 | ||
Fair Value, Measurements, Recurring | Level 3 | Commodity contracts | |||||
Assets | |||||
Total assets | 0 | 0 | 0 | ||
Liabilities | |||||
Total liabilities | 0 | 0 | 0 | ||
Fair Value, Measurements, Recurring | Level 3 | Commodities Investment | |||||
Assets | |||||
Total assets | 0 | 0 | |||
Fair Value, Measurements, Recurring | Level 3 | RINs commitment contracts | |||||
Assets | |||||
Total assets | 0 | 0 | 0 | ||
Liabilities | |||||
Total liabilities | 0 | 0 | 0 | ||
Fair Value, Measurements, Recurring | Level 3 | Environmental Credits Obligation | |||||
Liabilities | |||||
Total liabilities | 0 | 0 | 0 | ||
Fair Value, Measurements, Recurring | Level 3 | J. Aron supply and offtake obligations | |||||
Liabilities | |||||
Total liabilities | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation (Details) - Arkansas Teacher Retirement System v. Alon USA Energy, Inc. - USD ($) $ in Millions | Oct. 29, 2021 | Sep. 30, 2022 |
Site Contingency [Line Items] | ||
Loss contingency, damages awarded, value | $ 44.8 | |
Loss Contingency, insurance recovery | $ 42.5 | |
Loss contingency accrual, amount not covered by insurance | $ 2.3 | |
Loss contingency accrual, legal fees | 4.2 | |
Loss contingency accrual | $ 0.2 |
Commitments and Contingencies_2
Commitments and Contingencies - Self-Insurance (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Self insurance workers' compensation coverage ceiling per accident | $ 4 |
Self Insurance General Liability Claims Coverage Ceiling per Occurrence | 4 |
Self Insurance, Medical Coverage for Employees Per Claim | 0.3 |
Self Insurance Auto Liability Coverage Ceiling per accident | $ 4 |
Commitments and Contingencies_3
Commitments and Contingencies - Environmental Health and Safety (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | ||
Loss Contingencies [Line Items] | |||
Environmental liabilities, current | $ 3.1 | ||
Accrued Environmental Loss Contingencies, Noncurrent | $ 109.5 | [1] | $ 112 |
License Agreement, Term | 10 years | ||
Adjustment of RINs inventory | (12.3) | ||
Asphalt And Marine Fuel Terminal | |||
Loss Contingencies [Line Items] | |||
Accrued Environmental Loss Contingencies, Noncurrent | $ 78.5 | $ 78.5 | |
El Dorado refinery prior owner case | |||
Loss Contingencies [Line Items] | |||
Accrual for Environmental Loss Contingencies, Including Undiscounted Amounts | $ 115.1 | ||
Accrued Environmental Loss Contingencies, Expected Expending Period, Extension | 30 years | ||
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Commitment and Contingencies -
Commitment and Contingencies - El Dorado Refinery Fire (Details) - El Dorado Refinery Fire - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Loss Contingencies [Line Items] | ||||
Workers' compensation losses | $ 3,800,000 | |||
Unusual or infrequent item, or both, accelerated depreciation | $ 0 | $ 0 | $ 1,000,000 | |
Unusual or infrequent item, or both, net (gain) loss | $ 3,400,000 | |||
Unusual Or Infrequent Item, Or Both, Gain (Loss) On Business Interruption Claims | $ 500,000 | $ 8,100,000 |
Commitment and Contingencies _2
Commitment and Contingencies - Winter Storm Uri (Details) - Winter Storm Uri - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Loss Contingencies [Line Items] | ||||
Cost of Property Repairs and Maintenance | $ 0 | $ 900,000 | $ 0 | $ 16,800,000 |
Unusual or infrequent item, or both, net gain | 100,000 | |||
Unusual Or Infrequent Item, Or Both, Gain (Loss) On Business Interruption Claims | $ 6,900,000 | $ 17,900,000 |
Commitments and Contingencies_4
Commitments and Contingencies - Crude Oil Releases (Details) | 9 Months Ended |
Sep. 30, 2022 crudeOilRelease | |
Commitments and Contingencies Disclosure [Abstract] | |
Number Of Crude Oil Releases | 0 |
Commitments and Contingencies_5
Commitments and Contingencies - Letters of Credit (Details) - Letter of credit | Sep. 30, 2022 USD ($) |
Line of Credit Facility [Line Items] | |
Credit facility available | $ 212,600,000 |
Long-term Line of Credit | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate (as percent) | 19.20% | 17.90% | 21.20% | 30.20% |
Related Party Transactions (Det
Related Party Transactions (Details) - Equity Method Investee - Related Party Transactions - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Revenues | $ 37.8 | $ 25.7 | $ 81.7 | $ 55.3 |
Costs of materials and other | $ 34.7 | $ 12.4 | $ 81.8 | $ 37.4 |
Other Assets and Liabilities -
Other Assets and Liabilities - Other Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Other Assets and Liabilities [Abstract] | |||
Prepaid expenses | $ 97.9 | $ 44.9 | |
Short-term derivative assets (see Note 9) | 73.2 | 23.6 | |
Investment commodities | 9.8 | 45 | |
Income and other tax receivable | 19.2 | 3.6 | |
Other | 5.9 | 8.9 | |
Total | $ 206 | $ 126 | [1] |
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Other Assets and Liabilities _2
Other Assets and Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Other Assets and Liabilities [Abstract] | |||
Product financing agreements | $ 305.7 | $ 249.6 | |
Crude purchase liabilities | 204 | 107.4 | |
Consolidated Rins Obligation Deficit, Net | 168.7 | 172.2 | |
Income and other taxes payable | 90.5 | 124.8 | |
Employee costs | 76.3 | 44.4 | |
Deferred Revenue | 37.1 | 44.6 | |
Short-term derivative liabilities (see Note 10) | 21.3 | 26.8 | |
Other | 66.2 | 28 | |
Total | $ 969.8 | $ 797.8 | [1] |
[1]Adjusted to reflect the retrospective change in accounting policy from LIFO to FIFO for certain inventories. See Note 7 for further discussion. |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
May 03, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 09, 2021 | |
Delek US 2006 and 2016 and Alon USA Energy Long-Term Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized equity-based compensation | $ 49.6 | $ 49.6 | ||||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 4 months 24 days | |||||
Shares issued (in shares) | 53,522 | 62,803 | 389,293 | 343,596 | ||
Shares withheld (in shares) | 50,521 | 11,781 | 318,684 | 159,110 | ||
Delek US 2006 and 2016 and Alon USA Energy Long-Term Incentive Plan | General and administrative expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 7.3 | $ 6.5 | $ 19.1 | $ 16.7 | ||
Delek US 2006 and 2016 and Alon USA Energy Long-Term Incentive Plan | Operating Expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 7.3 | $ 6.5 | $ 19.1 | $ 16.7 | ||
Common Stock | Delek US 2016 Long-Term Incentive Plans | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of additional shares authorized (in shares) | 760,000 | |||||
Number of Shares Authorized (in shares) | 14,995,000 | |||||
Common Stock | Delek Logistics GP 2012 Long-Term Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Shares Authorized (in shares) | 912,207 |
Shareholders' Equity - Dividend
Shareholders' Equity - Dividends (Details) - $ / shares | Oct. 31, 2022 | Aug. 01, 2022 | Jun. 21, 2022 |
Class of Stock [Line Items] | |||
Dividends declared per common share outstanding (in dollars per share) | $ 0.20 | $ 0.20 | |
Subsequent event | |||
Class of Stock [Line Items] | |||
Dividends declared per common share outstanding (in dollars per share) | $ 0.21 |
Shareholders' Equity - Stock Re
Shareholders' Equity - Stock Repurchase Program (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Aug. 01, 2022 | Mar. 07, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2020 | Nov. 06, 2018 | |
Class of Stock [Line Items] | ||||||||
Repurchase of common stock (shares) | 0 | 0 | ||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 360,000,000 | $ 360,000,000 | $ 229,700,000 | |||||
Stock repurchased (in dollars per share) | $ 18.30 | |||||||
Purchase price of stocks | $ 64,000,000 | $ 40,000,000 | $ 40,000,000 | |||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Repurchase of common stock (in shares) | 3,497,268 | 1,435,602 | 1,435,602 | |||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Stock repurchase program, authorized amount | $ 400,000,000 | $ 500,000,000 | ||||||
Increase in stock repurchase program | $ 170,300,000 |
Leases (Details)
Leases (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Lessee, Lease, Description [Line Items] | |
Lease renewal term (in years) | 1 year |
Property, plant and equipment balance subject to operating lease | $ 23.2 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease renewal term (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease renewal term (in years) | 15 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lease Cost | ||||
Operating lease costs (1) | $ 16.8 | $ 15.7 | $ 52.7 | $ 51.2 |
Short-term lease costs (2) | 9.2 | 7 | 26.5 | 27.5 |
Sublease income | (0.1) | (2) | (0.2) | (5.8) |
Net lease costs | 25.9 | 20.7 | 79 | 72.9 |
Cash paid for amounts included in the measurement of lease liabilities | ||||
Operating cash flows from operating leases | (16.8) | (16.5) | (52.7) | (52.8) |
Leased assets obtained in exchange for new operating lease liabilities | 6.2 | 14.2 | 17.5 | 28.4 |
Leased assets obtained in exchange for new financing lease liabilities | $ 0 | $ 3.2 | $ 0 | $ 15.6 |
Weighted-average remaining lease term (years) operating leases | 4 years 3 months 18 days | 4 years 9 months 18 days | 4 years 3 months 18 days | 4 years 9 months 18 days |
Weighted-average remaining lease term (years) financing leases | 6 years 4 months 24 days | 6 years 8 months 12 days | 6 years 4 months 24 days | 6 years 8 months 12 days |
Weighted-average discount rate operating leases (3) | 6% | 6.40% | 6% | 6.40% |
Weighted-average discount rate financing leases (3) | 3.40% | 3.20% | 3.40% | 3.20% |
Subsequent Events (Details)
Subsequent Events (Details) | 9 Months Ended | ||||||||
Oct. 26, 2022 USD ($) day | Oct. 13, 2022 USD ($) | Oct. 26, 2018 | Sep. 30, 2022 USD ($) | Jun. 02, 2022 USD ($) | May 26, 2022 USD ($) | Mar. 21, 2022 USD ($) | Sep. 28, 2018 USD ($) | Mar. 30, 2018 USD ($) | |
Term loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,250,200,000 | ||||||||
Term loan | Base Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 1.25% | ||||||||
Letter of credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 500,000,000 | $ 400,000,000 | |||||||
Letter of credit | Canada, Dollars | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | 10,000,000 | ||||||||
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of credit | Subsequent event | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period One | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 0.10% | ||||||||
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of credit | Subsequent event | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period Two | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 0.25% | ||||||||
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of credit | Subsequent event | Minimum | |||||||||
Subsequent Event [Line Items] | |||||||||
Commitment fee percentage (as percent) | 0.30% | ||||||||
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of credit | Subsequent event | Minimum | Prime Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 1% | ||||||||
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of credit | Subsequent event | Minimum | Total Leverage Ratio Interest Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 2% | ||||||||
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of credit | Subsequent event | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Commitment fee percentage (as percent) | 0.50% | ||||||||
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of credit | Subsequent event | Maximum | Prime Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 2% | ||||||||
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of credit | Subsequent event | Maximum | Total Leverage Ratio Interest Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 3% | ||||||||
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Term loan | Subsequent event | Debt Instrument, Interest Rate Period One | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 3.50% | ||||||||
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Term loan | Subsequent event | Debt Instrument, Interest Rate Period Two | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 4% | ||||||||
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Term loan | Subsequent event | Prime Rate | Debt Instrument, Interest Rate Period One | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 2.50% | ||||||||
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Term loan | Subsequent event | Prime Rate | Debt Instrument, Interest Rate Period Two | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 3% | ||||||||
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Term loan | Subsequent event | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period One | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 0.10% | ||||||||
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Term loan | Subsequent event | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period Two | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 0.25% | ||||||||
Revolving credit facility | Line of credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 75,000,000 | 1,000,000,000 | |||||||
Commitment fee percentage (as percent) | 0.375% | ||||||||
Revolving credit facility | Line of credit | Canada, Dollars | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||
Revolving credit facility | Line of credit | Minimum | |||||||||
Subsequent Event [Line Items] | |||||||||
Commitment fee percentage (as percent) | 0.25% | ||||||||
Revolving credit facility | Line of credit | Minimum | Base Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 0.25% | ||||||||
Revolving credit facility | Line of credit | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Commitment fee percentage (as percent) | 0.375% | ||||||||
Revolving credit facility | Line of credit | Maximum | Base Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 0.75% | ||||||||
Revolving credit facility | Letter of credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 44,000,000 | ||||||||
Revolving credit facility | DKL Credit Facility | Line of credit | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Total Leverage Ratio | 5.25 | ||||||||
Total Leverage Ratio, maximum | 5.50 | ||||||||
Senior Leverage Ratio | 3.75 | ||||||||
Interest coverage ratio | 2 | ||||||||
Revolving credit facility | DKL Credit Facility | Fifth Third Bank | Line of credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 850,000,000 | |||||||
Commitment fee percentage (as percent) | 0.50% | ||||||||
Revolving credit facility | DKL Credit Facility | Fifth Third Bank | Line of credit | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,200,000,000 | ||||||||
Accordion feature, increase limit | 1,150,000,000 | ||||||||
Revolving credit facility | DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of credit | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | 900,000,000 | ||||||||
Revolving credit facility | DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Term loan | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | 300,000,000 | ||||||||
Revolving credit facility | Amended and Restated Revolving Credit Facility | Line of credit | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,100,000,000 | ||||||||
Interest | $ 90,000,000 | ||||||||
Minimum fixed charge coverage ratio, amount limit | 0.10% | ||||||||
Minimum fixed charge coverage ratio, percent limit | 1 | ||||||||
Threshold consecutive trading days for debt covenant | day | 30 | ||||||||
Revolving credit facility | Amended and Restated Revolving Credit Facility | Line of credit | Subsequent event | Canada, Dollars | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||
Revolving credit facility | Amended and Restated Revolving Credit Facility | Line of credit | Subsequent event | Base Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 0.25% | ||||||||
Revolving credit facility | Amended and Restated Revolving Credit Facility | Line of credit | Subsequent event | Secured Overnight Financing Rate (SOFR) and Canadian Overnight Financing Rate (CDOR) | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 1.25% | ||||||||
Revolving credit facility | Amended and Restated Revolving Credit Facility | Line of credit | Subsequent event | Minimum | |||||||||
Subsequent Event [Line Items] | |||||||||
Commitment fee percentage (as percent) | 0.25% | ||||||||
Revolving credit facility | Amended and Restated Revolving Credit Facility | Line of credit | Subsequent event | Minimum | Base Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 0.25% | ||||||||
Revolving credit facility | Amended and Restated Revolving Credit Facility | Line of credit | Subsequent event | Minimum | Secured Overnight Financing Rate (SOFR) and Canadian Overnight Financing Rate (CDOR) | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 1.25% | ||||||||
Revolving credit facility | Amended and Restated Revolving Credit Facility | Line of credit | Subsequent event | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Commitment fee percentage (as percent) | 0.30% | ||||||||
Revolving credit facility | Amended and Restated Revolving Credit Facility | Line of credit | Subsequent event | Maximum | Base Rate | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 0.75% | ||||||||
Revolving credit facility | Amended and Restated Revolving Credit Facility | Line of credit | Subsequent event | Maximum | Secured Overnight Financing Rate (SOFR) and Canadian Overnight Financing Rate (CDOR) | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread (as percent) | 1.75% | ||||||||
Revolving credit facility | Amended and Restated Revolving Credit Facility | Letter of credit | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 500,000,000 | ||||||||
Revolving credit facility | Amended and Restated Revolving Credit Facility | Letter of credit | Subsequent event | Canada, Dollars | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||||
US LC Sublimit | DKL Credit Facility | Fifth Third Bank | Line of credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | 90,000,000 | ||||||||
US LC Sublimit | DKL Credit Facility | Fifth Third Bank | Letter of credit | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | 115,000,000 | ||||||||
US Swing Line Sublimit | DKL Credit Facility | Fifth Third Bank | Line of credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 18,000,000 | ||||||||
US Swing Line Sublimit | DKL Credit Facility | Fifth Third Bank | Line of credit | Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 25,000,000 |
Uncategorized Items - dk-202209
Label | Element | Value |
Change in Accounting Principle, Type [Extensible Enumeration] | us-gaap_ChangeInAccountingPrincipleTypeExtensibleList | Change in Accounting Principle, Other [Member] |