DELEK LOGISTICS PARTNERS, LP, 10-K filed on 2/26/2025
Annual Report
v3.25.0.1
Cover Page - USD ($)
12 Months Ended
Dec. 31, 2024
Feb. 20, 2025
Jun. 28, 2024
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2024    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-35721    
Entity Registrant Name DELEK LOGISTICS PARTNERS, LP    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 45-5379027    
Entity Address, Address Line One 310 Seven Springs Way    
Entity Address, Address Line Two Suite 500    
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    
Title of 12(b) Security Common Units Representing Limited Partner Interests    
Trading Symbol DKL    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction false    
Entity Shell Company false    
Entity Public Float     $ 505,585,160
Common Stock, Shares, Outstanding   53,667,523  
Documents Incorporated by Reference None    
Entity Central Index Key 0001552797    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Amendment Flag false    
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Audit Information
12 Months Ended
Dec. 31, 2024
Auditor Information [Abstract]  
Auditor Firm ID 42
Auditor Location Nashville, Tennessee
Auditor Name Ernst & Young LLP
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Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 5,384 $ 3,755
Lease receivable - affiliate 22,783  
Inventory 5,427 2,264
Other current assets 24,260 676
Total current assets 145,892 76,269
Property, plant and equipment:    
Property, plant and equipment 1,375,391 1,320,510
Less: accumulated depreciation (311,070) (384,359)
Property, plant and equipment, net 1,064,321 936,151
Equity method investments 317,152 241,337
Other intangibles, net 94,547 59,536
Goodwill 12,203 12,203
Operating lease right-of-use assets 16,654 19,043
Net lease investment - affiliate 193,126 0
Other non-current assets 10,753 14,216
Total assets 2,041,559 1,642,246
Current liabilities:    
Accounts payable 41,380 26,290
Current portion of long-term debt 0 30,000
Interest payable 30,665 5,805
Excise and other taxes payable 6,764 10,321
Current portion of operating lease liabilities 5,340 6,697
Accrued expenses and other current liabilities 4,629 11,477
Total current liabilities 88,778 90,590
Non-current liabilities:    
Long-term debt, net of current portion 1,875,397 1,673,789
Operating lease liabilities, net of current portion 6,004 8,335
Asset retirement obligations 15,639 10,038
Other non-current liabilities 20,213 21,363
Total non-current liabilities 1,917,253 1,713,525
Equity (Deficit):    
Total equity (deficit) 35,528 (161,869)
Total liabilities and equity (deficit) 2,041,559 1,642,246
Nonrelated Party    
Current assets:    
Accounts receivable 54,725 41,131
Affiliated Entity    
Current assets:    
Accounts receivable 33,313 28,443
Lease receivable - affiliate 22,783 0
Common- Public | Limited Partner    
Equity (Deficit):    
Total equity (deficit) 440,957 160,402
Common- Delek | Limited Partner    
Equity (Deficit):    
Total equity (deficit) (405,429) (322,271)
Customer relationships    
Property, plant and equipment:    
Intangibles, net 186,911 181,336
Marketing contract    
Property, plant and equipment:    
Intangibles, net $ 0 $ 102,155
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Consolidated Balance Sheets (Parenthetical) - shares
Dec. 31, 2024
Dec. 31, 2023
Common - Public    
Common unitholders, outstanding (in units) 34,111,278  
Common - Delek Holdings    
Common unitholders, outstanding (in units) 17,374,618  
Limited Partner | Common - Public    
Common unitholders, issued (in units) 17,374,618 9,299,763
Common unitholders, outstanding (in units) 17,374,618 9,299,763
Limited Partner | Common - Delek Holdings    
Common unitholders, issued (in units) 34,111,278 34,311,278
Common unitholders, outstanding (in units) 34,111,278 34,311,278
v3.25.0.1
Consolidated Statements of Income and Comprehensive Income - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Net revenues      
Net revenues $ 940,636 $ 1,020,409 $ 1,036,407
Cost of sales:      
Cost of materials and other 483,735 532,627 641,363
Operating expenses (excluding depreciation and amortization presented below) 122,020 115,682 85,438
Depreciation and amortization 91,135 87,136 60,210
Total cost of sales 696,890 735,445 787,011
Operating expenses related to wholesale business (excluding depreciation and amortization presented below) 714 2,419 2,869
General and administrative expenses 35,944 24,766 34,181
Depreciation and amortization 5,240 5,248 2,778
Impairment of goodwill 0 14,848 0
Other operating income, net (978) (1,266) (114)
Total operating costs and expenses 737,810 781,460 826,725
Operating income 202,826 238,949 209,682
Interest income (47,792) 0 0
Interest expense 150,960 143,244 82,304
Income from equity method investments (43,301) (31,433) (31,683)
Other income, net (205) (303) (373)
Total non-operating expenses, net 59,662 111,508 50,248
Income before income tax expense 143,164 127,441 159,434
Income tax expense 479 1,205 382
Net income 142,685 126,236 159,052
Comprehensive income 142,685 126,236 159,052
Less: Preferred unitholder's interest in net income 768 0 0
Net income attributable to limited partners $ 141,917 $ 126,236 $ 159,052
Net income per limited partner unit:      
Basic (in dollars per unit) $ 2.99 $ 2.90 $ 3.66
Diluted (in dollars per unit) $ 2.99 $ 2.89 $ 3.66
Weighted average limited partner units outstanding:      
Basic (in units) 47,452,138 43,583,938 43,487,910
Diluted (in units) 47,479,248 43,611,314 43,511,650
Affiliated Entity      
Net revenues      
Net revenues [1] $ 517,782 $ 563,803 $ 479,411
Cost of sales:      
Cost of materials and other [1] 349,321 396,333 496,184
Nonrelated Party      
Net revenues      
Net revenues 422,854 456,606 556,996
Cost of sales:      
Cost of materials and other $ 134,414 $ 136,294 $ 145,179
[1] See Note 4 for a description of our material affiliate revenue and purchases transactions.
v3.25.0.1
Consolidated Statements of Partners' Equity (Deficit) - USD ($)
$ in Thousands
Total
Phantom Share Units (PSUs)
Public Stock Offering
Equity Distribution Agreement
Limited Partner
Limited Partner
Common- Public
Limited Partner
Common- Delek
Limited Partner
Public Stock Offering
Common- Public
Limited Partner
Public Stock Offering
Common- Delek
Limited Partner
Equity Distribution Agreement
Common- Public
Beginning balance at Dec. 31, 2021 $ (103,992)         $ 166,067 $ (270,059)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Cash distributions (171,087) [1] $ (200)       (35,868) [1] (135,219) [1]      
Net income 159,052         33,617 125,435      
Issuance of units     $ 0 $ 3,096   13,600   $ 5,110 $ (5,110) $ 3,096
Other 2,231         97 2,134      
Ending balance at Dec. 31, 2022 (110,700)         172,119 (282,819)      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Cash distributions (180,025) [1] (300)       (38,491) [1] (141,534) [1]      
Net income 126,236         26,857 99,379      
Other 2,620         (83) 2,703      
Ending balance at Dec. 31, 2023 (161,869)         160,402 (322,271)      
Preferred units, ending balance at Dec. 31, 2023 0                  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Cash distributions (204,693) [1] $ (300)       (57,078) [1] (147,615) [1]      
Net income 142,685       $ 141,917 39,544 102,373      
Issuance of units 297,855         297,855        
Redemption of units (97,949)           (97,949)      
Contributions 56,910           56,910      
Other 3,357         234 3,123      
Ending balance at Dec. 31, 2024 35,528         $ 440,957 $ (405,429)      
Increase (Decrease) in Temporary Equity [Roll Forward]                    
Net income 768                  
Issuance of units 70,000                  
Redemption of units (70,768)                  
Preferred units, ending balance at Dec. 31, 2024 $ 0                  
[1] Cash distributions include $0.3 million, $0.3 million and $0.2 million related to distribution equivalents on vested phantom units for the years ended December 31, 2024, 2023 and 2022, respectively.
v3.25.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities:      
Net income $ 142,685 $ 126,236 $ 159,052
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 96,375 92,384 62,988
Non-cash lease expense 8,112 9,549 16,254
Amortization of marketing contract intangible 4,206 7,211 7,211
Amortization of deferred revenue (3,038) (1,755) (1,775)
Amortization of deferred financing costs and debt discount 5,230 6,327 3,872
Impairment of goodwill 0 14,848 0
Income from equity method investments (43,301) (31,433) (31,683)
Dividends from equity method investments 42,922 28,729 22,954
Loss on extinguishment of debt 3,571 0
Other non-cash adjustments (1,654) 2,697 2,718
Changes in assets and liabilities:      
Accounts receivable (6,950) 21,570 (9,071)
Inventories and other current assets (620) (131) 2,233
Accounts payable and other current liabilities 8,535 (20,729) 18,564
Accounts receivable/payable to related parties (62,473) (34,498) (58,368)
Net investment in leases - affiliate 11,927 0 0
Non-current assets and liabilities, net 812 4,314 (2,781)
Net cash provided by operating activities 206,339 225,319 192,168
Cash flows from investing activities:      
Asset acquisitions from Delek Holdings (83,903) 0 0
Purchases of property, plant and equipment (129,040) (96,101) (141,098)
Proceeds from sales of property, plant and equipment 9,875 1,717 143
Purchases of intangible assets (2,753) (4,247) (5,597)
Business combinations (182,535) 0 (625,622)
Distributions from equity method investments 4,277 9,002 1,737
Equity method investment contributions (500) 0 0
Net cash used in investing activities (384,579) (89,629) (770,437)
Cash flows from financing activities:      
Distributions to common unitholders - public (57,078) (38,491) (35,868)
Distributions to common unitholders - Delek Holdings (147,615) (141,534) (135,219)
Proceeds from term debt 1,059,000 0 298,511
Payments on term debt (531,250) (18,750) 0
Proceeds from revolving facility 1,328,100 431,800 1,752,300
Payments on revolving facility (1,673,200) (371,800) (1,289,800)
Redemption of preferred units (70,768) 0 0
Proceeds from issuance of common units, net of underwriters' discount 297,855 0 3,096
Proceeds from other financing agreements 0 6,214 0
Payments on other financing agreements (6,214) 0 0
Deferred financing costs paid (18,122) (4,468) (8,206)
Other financing activities (839) (2,876) (2,867)
Net cash provided by (used in) financing activities 179,869 (139,905) 581,947
Net increase (decrease) in cash and cash equivalents 1,629 (4,215) 3,678
Cash and cash equivalents at the beginning of the period 3,755 7,970 4,292
Cash and cash equivalents at the end of the period 5,384 3,755 7,970
Cash paid during the period for:      
Interest 117,299 136,420 78,148
Income taxes 0 20 43
Non-cash investing activities:      
Equity attributable to W2W Holdings Acquisition (62,783) 0 0
Forgiveness of related party receivable in connection with W2W Holdings Acquisition 60,000 0 0
Redemption of units in connection with the assignment of Big Spring Refinery Marketing Agreement (97,949) 0 0
Preferred units issued in connection with H2O Acquisition 70,000 0 0
Increase (decrease) in accrued capital expenditures 10,946 (14,765) (10,428)
Non-cash financing activities:      
Non-cash lease liability arising from obtaining right of use assets during the period $ 3,665 $ 4,966 $ 12,717
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General
12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
General General
Organization
As used in this report, the terms "Delek Logistics Partners, LP," the "Partnership," "we," "us," or "our" may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole. The Partnership is a Delaware limited partnership formed in April 2012 by Delek US Holdings, Inc. ("Delek Holdings") and its subsidiary Delek Logistics GP, LLC, our general partner (our "general partner").
Description of Business
The Partnership provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services through its owned assets and joint ventures located primarily in the Permian Basin and other select areas in the Gulf Coast region. A majority of our existing assets are both integral to and dependent upon the success of Delek Holdings' refining operations, as many of our assets are contracted exclusively to Delek Holdings in support of its Tyler, Texas (the "Tyler Refinery"), El Dorado, Arkansas (the "El Dorado Refinery") and Big Spring, Texas (the "Big Spring Refinery").
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Accounting Policies
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Accounting Policies Accounting Policies
Basis of Presentation
Our consolidated financial statements include the accounts of the Partnership and its subsidiaries. We have evaluated subsequent events through the filing of this Annual Report on Form 10-K. Any material subsequent events that occurred during this time have been properly recognized or disclosed in our financial statements.
Use of Estimates
The preparation of our financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain prior period amounts have been reclassified in order to conform to the current period presentation.
Segment Reporting
We are an energy business focused on crude oil, natural gas, intermediate and refined products pipeline and storage activities and wholesale marketing, terminalling and offloading activities as well as water disposal and recycling. Management reviews operating results in four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investments in pipeline joint ventures. Operations that are not specifically included in the reportable segments are included in Corporate and other segment.
The assets and investments reported in the gathering and processing segment provide crude oil gathering and crude oil, natural gas, intermediate and refined products logistics services as well as support our water disposal and recycling operations in service to Delek Holdings' refining operations and independent third parties .
The wholesale marketing and terminalling segment provides marketing services for the refined products output of the Delek Holdings' refineries, engages in wholesale activity at our terminals and terminals owned by third parties, whereby we purchase light product for sale and exchange to third parties, and provides terminalling services at our refined products terminals to independent third parties and Delek Holdings.
The storage and transportation segment provides crude oil, intermediate and refined products transportation and storage services to Delek Holdings' refining operations and independent third parties.
The investments in pipeline joint ventures segment include the Partnership's joint ventures investments discussed in Note 13.
Segment reporting is discussed in more detail in Note 14.
Cash and Cash Equivalents
We maintain cash and cash equivalents in accounts with large U.S. financial institutions. Any highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents.
Accounts Receivable
Accounts receivable primarily consists of trade receivables generated in the ordinary course of business. We perform on-going credit evaluations of our customers and generally do not require collateral on accounts receivable. Allowance for doubtful accounts is based on a combination of historical experience and specific identification methods. Delek Holdings accounted for more than 10% of our consolidated accounts receivable balance as of December 31, 2024 and 2023.
Inventory
Inventory consists of refined products, which are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out ("FIFO") basis. We are not subject to concentration risk with specific suppliers, since our refined products inventory purchases are commodities that are readily available from a large selection of suppliers.
Property, Plant and Equipment
Property, plant and equipment primarily consists of crude oil pipelines, tanks, terminals and gathering systems, and trucking assets. We also capitalize interest on capital projects. Property and equipment is stated at the lower of historical cost less accumulated depreciation, or fair value, if impaired. Assets acquired in conjunction with business acquisitions are recorded at estimated fair market value in accordance with the purchase method of accounting as prescribed in Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). Acquisitions of net assets that do not constitute a business are accounted for by allocating the cost of the acquisition to individual assets acquired and liabilities assumed on a relative fair value basis and shall not give rise to goodwill as prescribed in ASC 805.
Betterments, renewals and extraordinary repairs that extend the life of an asset are capitalized. Maintenance and repairs are charged to expense as incurred.
Depreciation is computed using the straight-line method over management’s estimated useful lives of the related assets. The estimated useful lives are as follows:
Years
Buildings and building improvements
15-40
Pipelines, tanks and terminals
10-40
Other equipment
3-15
Other Intangible Assets
Other intangible assets acquired in a business combination and determined to be finite-lived are amortized over their respective estimated useful lives. The finite-lived intangible assets are amortized on straight-line basis over the estimated useful lives of 5 to 35 years. The amortization expense, with the exception of the marketing contract intangible, is included in depreciation and amortization in the accompanying consolidated statements of income and comprehensive income. The marketing contract intangible was amortized on a straight-line basis over a 20-year period as a component of net revenues from affiliates. Acquired intangible assets determined to have an indefinite useful life are not amortized, but are instead tested for impairment in connection with our evaluation of long-lived assets as events and circumstances indicate that the asset might be impaired. Refer to Note 9 Other Intangible Assets for further information.
Property, Plant and Equipment and Intangibles Impairment
Property, plant and equipment and intangibles are evaluated for impairment whenever indicators of impairment exist. In accordance with ASC 360, Property, Plant and Equipment and ASC 350, Intangibles - Goodwill and Other, we evaluate the realizability of these long-lived assets as events occur that might indicate potential impairment. In doing so, we assess whether the carrying amount of the asset is recoverable by estimating the sum of the future cash flows expected to result from the use of the asset, undiscounted and without interest charges. If the carrying amount is more than the recoverable amount, an impairment charge must be recognized based on the fair value of the asset.
Goodwill and Potential Impairment
Goodwill in an acquisition represents the excess of the aggregate purchase price over the fair value of the identifiable net assets. Goodwill is reviewed at least annually during the fourth quarter for impairment, or more frequently if indicators of impairment exist, such as disruptions in our business, unexpected significant declines in operating results or a sustained market capitalization decline. Goodwill is evaluated for impairment by comparing the carrying amount of the reporting unit to its estimated fair value. In accordance with Accounting Standards Updates ("ASU") 2017-04, Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment, goodwill impairment charge is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. In assessing the recoverability of goodwill, assumptions are made with respect to future business conditions and estimated expected future cash flows to determine the fair value of a reporting unit. We may consider inputs such as a market participant weighted average cost of capital, gross margin, capital expenditures and long-term growth rates based on historical information and our best estimate of future forecasts, all of which are subject to significant judgment and estimates. We may also consider a market approach in determining or corroborating the fair values of the reporting units using a multiple of expected future cash flows, such as those used by third-party analysts, which is also subject to significant judgment and estimates. If these estimates and assumptions change in the future, due to factors such as a decline in general economic conditions, competitive pressures on sales and margins and other economic and industry factors beyond management's control, an impairment charge may be required. A significant risk to our future results and the potential future impairment of goodwill is the volatility of the crude oil and the refined product markets which is often unpredictable and may negatively impact our results of operations in ways that cannot be anticipated and that are beyond management's control.
We may also elect to perform a qualitative impairment assessment of goodwill balances. The qualitative assessment permits companies to assess whether it is more likely than not (i.e., a likelihood of greater than 50%) that the fair value of a reporting unit is less than its carrying amount. If a company concludes that, based on the qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company is required to perform the quantitative impairment test. Alternatively, if a company concludes based on the qualitative assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it has completed its goodwill impairment test and does not need to perform the quantitative impairment test.
There was no impairment during the years ended December 31, 2024 and 2022. During the year ended December 31, 2023, our annual assessment of goodwill resulted in an impairment of $14.8 million. Details of remaining goodwill balances by segment are included in Note 8.
Business Combinations
We recognize and measure the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date in accordance with the provisions of ASC 805. Any excess or deficiency of the purchase consideration when compared to the fair value of the net tangible assets acquired, if any, is recorded as goodwill or gain from a bargain purchase. The fair value of assets and liabilities as of the acquisition date are often estimated using a combination of approaches, including the income approach, which requires us to project future cash flows and apply an appropriate discount rate; the cost approach, which requires estimates of replacement costs and depreciation and obsolescence estimates; and the market approach which uses market data and adjusts for entity-specific differences. We use all available information to make these fair value determinations and engage third-party consultants for valuation assistance. The estimates used in determining fair values are based on assumptions believed to be reasonable but which are inherently uncertain. Accordingly, actual results may differ materially from the projected results used to determine fair value.
Equity Method Investments
For equity investments that are not required to be consolidated under the variable or voting interest model, we evaluate the level of influence we are able to exercise over an entity’s operations to determine whether to use the equity method of accounting. Our judgment regarding the level of influence over an equity method investment includes considering key factors such as our ownership interest, participation in policy-making and other significant decisions and material intercompany transactions. Equity investments for which we determine we have significant influence are accounted for as equity method investments. Amounts recognized for equity method investments are included in equity method investments in our consolidated balance sheets and adjusted for our share of the net earnings and losses of the investee, dividends received and cash distributions from the investee, which are separately stated in our consolidated statements of income and comprehensive income and our consolidated statements of cash flows. The carrying value of each equity method investment is evaluated for impairment when conditions exist that indicate it is more likely than not that an impairment may have occurred, which may include the loss of a key contract, lack of sustained earnings or a deterioration of market conditions, among others. When impairment triggers are present, the fair value of the equity method investment is estimated using the income approach and the market approach. The income approach utilizes a discounted cash flow model incorporating management’s expectations of the investee’s future revenue (including the throughput barrel per day sold and related reduced tariff rates), operating expenses and earnings before interest, taxes, depreciation and amortization, capital expenditures and an anticipated tax rate (“EBITDA”), the estimated long term growth rate and weighted average cost of capital (“WACC”) as the discount rate. The market approach uses estimated EBITDA multiples for guideline comparable companies to estimate the fair value of the equity method investment. An impairment loss is recorded in earnings in the current period if a decline in the value of an equity method investment is determined to be other than temporary. There were no impairment losses recorded on equity method investments for the years ended December 31, 2024, 2023 or 2022. Equity method investments are reported as part of the investments in pipeline joint ventures segment. See Note 13 for further information on our equity method investments.
Variable Interest Entities
Our consolidated financial statements include the financial statements of our subsidiaries and variable interest entities ("VIE"), of which we are the primary beneficiary. We evaluate all legal entities in which we hold an ownership or other pecuniary interest to determine if the entity is a VIE. Variable interests can be contractual, ownership or other pecuniary interests in an entity that change with changes in the fair value of the VIE’s assets. If we are not the primary beneficiary, the general partner or another limited partner may consolidate the VIE, and we record the investment as an equity method investment.
Fair Value of Financial Instruments
The fair values of financial instruments are estimated based upon current market conditions and quoted market prices for the same or similar instruments. Management estimates that the carrying value approximates fair value for all of our assets and liabilities that fall under the scope of ASC 825, Financial Instruments ("ASC 825"), with the exception of our fixed rate debt.
Environmental Expenditures
It is our policy to accrue environmental and clean-up related costs of a non-capital nature when it is both probable that a liability has been incurred and the amount can be reasonably estimated. Environmental liabilities represent the current estimated costs to investigate and remediate contamination at sites where we have environmental exposure. This estimate is based on assessments of the extent of the contamination, the selected remediation technology and review of applicable environmental regulations, typically considering estimated activities and costs for 15 years, and up to 30 years if a longer period is believed reasonably necessary. Such estimates may require judgment with respect to costs, time frame and extent of required remedial and clean-up activities. Accruals for estimated costs from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study and include, but are not limited to, costs to perform remedial actions and costs of machinery and equipment that are dedicated to the remedial actions and do not have an alternative use. Such accruals are adjusted as further information develops or circumstances change. We discount environmental liabilities to their present value if payments are fixed or reliably determinable. Expenditures for equipment necessary for environmental issues relating to ongoing operations are capitalized. Estimated recoveries of costs from other parties are recorded on an undiscounted basis as assets when their realization is deemed probable. See Note 15 for further information on crude oil releases impacting our properties and related accruals.
Asset Retirement Obligations
We recognize liabilities which represent the fair value of a legal obligation to perform asset retirement activities, including those that are conditional on a future event, when the amount can be reasonably estimated. These obligations are related to the required cleanout of our pipelines and terminal tanks and removal of certain above-grade portions of our pipelines situated on right-of-way property.
The reconciliation of the beginning and ending carrying amounts of asset retirement obligations as of December 31, 2024 and 2023 is as follows (in thousands):
December 31,
20242023
Beginning balance$10,038 $9,333 
Acquisition4,852 — 
Liabilities settled(171)— 
Accretion expense920 705 
Ending balance$15,639 $10,038 
In order to determine fair value, management must make certain estimates and assumptions including, among other things, projected cash flows, a credit-adjusted risk-free rate and an assessment of market conditions that could significantly impact the estimated fair value of the asset retirement obligation.
Revenue Recognition
Revenue is measured based on consideration specified in a contract with a customer. The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or by providing services to a customer.
Service, Product and Lease Revenues. Revenues for products sold are generally recognized upon delivery of product, which is when title and control of the product is transferred. Transaction prices for these products are typically at market rates for the product at the time of delivery. Service revenues are recognized as crude oil, intermediate and refined products are shipped through, delivered by or stored in our pipelines, trucks, terminals and storage facility assets, as applicable. We do not recognize product revenues for these services, as the product does not represent a promised good in the context of ASC 606, Revenue from Contracts with Customers ("ASC 606"). All service revenues are based on regulated tariff rates or contractual rates. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. We exclude from revenue all taxes assessed by a governmental authority, including sales, use and excise taxes, that are both imposed on and concurrent with a specific revenue-producing transaction and collected on behalf of a customer.
Certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings are considered leases under ASC 842. As part of the adoption of ASC 842, as lessee, we applied the permitted practical expedient to not separate lease and non-lease components under the predominance principle to designated asset classes associated with the provision of logistics services. We have determined that the predominant component of the related agreements currently in effect is the lease component. Therefore, the combined component is accounted for under the applicable lease accounting guidance. Refer to Note 5 and Note 16 for further information.
Up-Front payments to Customers. We record up-front payments to customers in accordance with ASC 606. We evaluate the nature of each payment, the rights and obligations under the related contract, and whether the payment meets the definition of an asset. When an asset is recognized for an up-front payment to a customer, the asset is amortized, as a reduction of revenue, in a manner that reflects the pattern and period over which the asset is expected to provide benefit.
Revenues Related to Reimbursements. In addition to the agreements noted above, we have cost reimbursement provisions in certain of our agreements with Delek Holdings and third-parties that provide for reimbursement to the Partnership for certain costs, including certain capital expenditures. Such reimbursements are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset.
Cost of Materials and Other and Operating Expenses
Cost of materials and other includes (i) all costs of purchased refined products, additives and related transportation of such products, (ii) costs associated with the operation of our trucking assets, which primarily include allocated employee costs and other costs related to fuel, truck leases and repairs and maintenance, and (iii) the cost of pipeline capacity leased from a third-party.
Operating expenses include the costs associated with the operation of owned terminals and pipelines and terminalling expense at third-party locations, excluding depreciation and amortization. These costs primarily include outside services, allocated employee costs, repairs and maintenance costs and energy and utility costs. Operating expenses related to the wholesale business are excluded from cost of sales because they primarily relate to costs associated with selling the products through our wholesale business.
Depreciation and amortization is separately presented in our consolidated statements of income and disclosed by reportable segment in Note 14.
Deferred Financing Costs
Deferred financing costs are included in other non-current assets in the accompanying consolidated balance sheets and represent expenses related to issuing and amending our revolving credit facility. Deferred financing costs associated with our term loan facilities are included as a reduction to the associated debt balance in the accompanying consolidated balance sheets. These costs represent expenses related to issuing our long-term debt and obtaining our lines of credit. These amounts are amortized ratably over the remaining term of the respective financing and are included in interest expense in the accompanying consolidated statements of income and comprehensive income.
Leases
In accordance with ASC 842-20, Leases - Lessee ("ASC 842-20"), we classify leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that are highly specialized or allow us to substantially utilize or pay for the entire asset over its useful life. All other leases are classified as operating leases.
We have noncancelable operating leases primarily associated with rights-of-way and transportation equipment. Certain leases also include options to purchase the leased equipment. Certain of our lease agreements include rates based on equipment usage. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. 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.
For all leases that include fixed rental rate increases, these are included in our fixed lease payments. Our leases may include variable payments, based on changes on price or other indices, which are expensed as incurred.
We calculate the total lease expense for the entire noncancelable lease period, considering renewals for all periods for which it is reasonably certain to be exercised, and record lease expense on a straight-line basis in the accompanying consolidated statements of income. Accordingly, a lease liability is recognized for these leases and is calculated to be the present value of the fixed lease payments, as defined by ASC 842-20, using a discount rate based on our incremental borrowing rate. A corresponding right-of-use asset is recognized based on the lease liability and adjusted for certain costs and prepayments. The right-of-use asset is amortized over the noncancelable lease period, considering renewals for all periods for which it is reasonably certain to be exercised. For substantially all classes of underlying assets, we have elected the practical expedient not to separate lease and non-lease components, which allows us to combine the components if certain criteria are met.
As a lessor under ASC 842, we may be required to re-classify existing operating leases to sales-type leases upon modification and related reassessment of the leases. The net investment in sales-type leases with related parties is recorded within lease receivable - affiliate and net lease investment - affiliate on the consolidated balance sheets. These amounts are comprised of the present value of the sum of the future minimum lease payments representing the value of the lease receivable and the unguaranteed residual value of the leased assets. We regularly monitor the condition and usage of leased assets during the lease term. This includes periodic inspections and assessments of the asset’s remaining useful life, physical condition, and market demand. By closely tracking these factors, we are better able to anticipate the potential
impact on residual value and take proactive measures if necessary. Management assesses the net investment in sales-type leases for recoverability quarterly. See Note 16 for further information.
Income Taxes
We are not a taxable entity for federal income tax purposes or the income taxes of those states that follow the federal income tax treatment of partnerships. Instead, for purposes of these income taxes, each partner of the Partnership is required to take into account its share of items of income, gain, loss and deduction in computing its federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. The taxable income reportable to each partner takes into account differences between the tax basis and fair market value of our assets and financial reporting basis of assets and liabilities, the acquisition price of such partner's units and the taxable income allocation requirements under the Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement").
We are subject to income taxes in certain states that do not follow the federal tax treatment of partnerships. These taxes are accounted for under the provisions of ASC 740, Income Taxes ("ASC 740"). This statement generally requires the Partnership to record deferred income taxes for the differences between the book and tax bases of its assets and liabilities, which are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred income tax expense or benefit represents the net change during the year in our deferred income tax assets and liabilities, exclusive of the amounts held in other comprehensive income.
GAAP requires management to evaluate uncertain tax positions taken by the Partnership. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the Internal Revenue Service. Management has analyzed the tax positions taken by the Partnership, and has concluded that there are no uncertain positions taken or expected to be taken. The Partnership is subject to routine audits by taxing jurisdictions.
Allocations of Net Income
Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest.
Net Income per Limited Partner Unit
Basic net income per unit applicable to limited partners is computed by dividing limited partners’ interest in net income by the weighted-average number of outstanding common units. Refer to Notes 6 and 11 for further discussion. Diluted net income per unit applicable to common limited partners includes the effects of potentially dilutive units on our common units. As of December 31, 2024, the only potentially dilutive units outstanding consist of unvested phantom units.
Comprehensive Income
Comprehensive income for the years ended December 31, 2024, 2023 and 2022 was equivalent to net income.
New Accounting Pronouncements Adopted During 2024
ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements
In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-02 Codification Improvements - Amendments to Remove References to the Concepts Statements ("ASU 2024-02"), which amends the Accounting Standards Codification ("Codification") to remove references to various concepts statements and impacts a variety of topics in the Codification. The ASU is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Partnership adopted the provisions of ASU 2024-02 in 2024 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief decision maker ("CODM") and included within each reported measure of a segment's profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets. The ASU also requires disclosure of the title and position of the individual or the group identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements. The Partnership adopted the provisions of ASU 2023-07 in the fourth quarter of 2024 and resulted in additional segment reporting disclosure requirements but did not have a significant impact on our consolidated financial statements. See Note 14 for further information.
ASU 2023-06, Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative
In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). The main provision of ASU 2023-06 is to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Partnership adopted the provisions of ASU 2023-06 in 2024 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.
Accounting Pronouncements Not Yet Adopted
ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 requires disaggregation of expenses into specific categories such as purchase of inventory, employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted on either a prospective or retrospective basis. The adoption will not affect our financial position or our results of operations. The Partnership is currently evaluating the new disclosure requirements.
v3.25.0.1
Acquisitions
12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Gravity Acquisition
On December 11, 2024, we entered into an agreement (the "Gravity Purchase Agreement") to acquire 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Seller") related to the Seller's water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”) for a preliminary purchase price of $301.2 million, subject to customary adjustments for net working capital. The purchase price was comprised of $209.3 million in cash and 2,175,209 of common units. Upon execution of the Gravity Purchase Agreement, we made a cash deposit of $22.8 million, recorded in other current assets in the consolidated balance sheets, which was credited to the sale upon closing. The Gravity Acquisition closed on January 2, 2025.
H2O Midstream Acquisition
On September 11, 2024, we completed the acquisition of in which we acquired 100% of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC ("H2O Midstream Acquisition") from H2O Midstream Holdings, LLC. The H2O Midstream Acquisition included water disposal and recycling operations in the Midland Basin in Texas, for total consideration of $229.7 million, subject to customary adjustments for net working capital. The purchase price was comprised of $159.7 million in cash and $70.0 million of Preferred Units (as defined in Note 12). The cash portion was financed through a combination of cash on hand and borrowings under the DKL Credit Facility (as defined in Note 10 ).
For the year ended December 31, 2024, we incurred $7.4 million 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 consolidated statements of income and comprehensive income.
Our consolidated financial and operating results reflect the H2O Midstream Acquisition operations beginning September 11, 2024. Our results of operations included revenue and net income of $19.5 million and $8.3 million, respectively, for the period from September 11, 2024 through December 31, 2024 related to these operations.
This 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.
Determination of Purchase Price
The table below presents the estimated purchase price (in thousands):
Base purchase price:$230,000 
Less: Adjusted Net Working Capital (as defined in the H2O Midstream Acquisition Agreement)
(2,596)
Plus: various closing adjustments
2,331 
Adjusted purchase price$229,735 
Cash paid $159,735 
Fair value of Preferred Units issued70,000 
Preliminary purchase price$229,735 
Purchase Price Allocation
The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the H2O Midstream Acquisition as of September 11, 2024 (in thousands):
Assets acquired:
Accounts receivables$6,644 
Inventories2,448 
Other current assets879 
Property, plant and equipment174,548 
Operating lease right-of-use assets2,058 
Customer relationship intangible (1)
24,229 
Other intangibles (1)
33,268 
Other non-current assets21 
Total assets acquired244,095 
Liabilities assumed:
Accounts payable1,833 
Accrued expenses and other current liabilities7,178 
Current portion of operating lease liabilities278 
Asset retirement obligations4,852 
Operating lease liabilities, net of current portion219 
Total liabilities assumed14,360 
Fair value of net assets acquired$229,735 
(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 $24.2 million, which will be amortized over an 13.4 years useful life.
Rights-of-way intangibles valued at $28.5 million, which have an indefinite life.
Favorable supply contract intangible that is subject to amortization with a preliminary fair value of $4.8 million which will be amortized over a 4.8 years useful life.
These fair value estimates are preliminary and therefore, the final fair value of assets acquired and liabilities assumed and the resulting effect on our financial position may change once all necessary information has become available 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 December 31, 2024. 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 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.
Customer relationships were valued using the income approach, with essential assumptions including projected revenues from these relationships, attrition rates, 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. For all other current assets and payables, their fair values were considered equivalent to their carrying amounts due to their short-term nature.
Unaudited Pro Forma Financial Information
The following table summarizes the unaudited pro forma financial information of the Partnership assuming the H2O Midstream Acquisition had occurred on January 1, 2023. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to this 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 associated with revolving credit facility borrowings incurred in connection with this acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangible and, (iv) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of this acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had this acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information.
Year Ended December 31,
20242023
(in thousands)
Net sales$985,232 $1,107,103 
Net income attributable to partners$156,238 $142,376 
Wink to Webster Pipeline Investment Acquisition
On August 5, 2024, the Partnership acquired Permian Pipeline Holdings, LLC, which holds 50% equity interests in Wink to Webster Holdings, LLC ("W2W Holdings"), from a wholly owned subsidiary of Delek Holdings. W2W Holdings includes our 15.6% indirect interest in the Wink to Webster Pipeline, LLC joint venture ("Wink to Webster"), and related joint venture indebtedness. Wink to Webster owns and operates a long-haul crude oil pipeline system with origin points at Wink and Midland in the Permian Basin and delivery points at multiple Houston area locations. Total consideration was comprised of $83.9 million in cash (including $2.7 million post-closing adjustment), forgiveness of a $60.0 million receivable from Delek Holdings and 2,300,000 of common units representing limited partnership interest in us.
This acquisition was considered a transaction between entities under common control. Accordingly, the equity interests acquired were recorded at amounts based on Delek Holdings' historical carrying value as of the acquisition date. The carrying value of the equity interests as of the acquisition date was $81.1 million. Pursuant to common control guidance, we recorded a reduction to equity of $62.8 million, included in contributions in the accompanying consolidated statements of partners' equity (deficit), representing the net carrying amount of the equity interest acquired less the consideration paid. No value was assigned to the 2,300,000 common units issued. Prior periods have not been recast as these assets do not constitute a business in accordance with ASC 805.
Delaware Gathering Acquisition
On April 8, 2022, DKL Delaware Gathering, LLC, a subsidiary of the Partnership, entered into a Membership Interest Purchase Agreement with 3 Bear Energy – New Mexico LLC (the “Seller”) to purchase 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC, related to crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin of New Mexico (the “Delaware Gathering Acquisition”). We completed the Delaware Gathering Acquisition on June 1, 2022. The purchase price for the Delaware Gathering Acquisition was $628.3 million, which was financed through a combination of cash on hand and borrowings under the DKL Credit Facility.
The Delaware Gathering 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.
v3.25.0.1
Related Party Transactions
12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Commercial Agreements
The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms at the option of Delek Holdings. The fees under each agreement are payable to us monthly by Delek Holdings or certain third parties to whom Delek Holdings has assigned certain of its rights and are generally subject to increase or decrease on July 1 of each year, by the amount of any change in various inflation-based indices, however, in no event will the fees be adjusted below the amount initially set forth in the applicable agreement. Under each of these agreements, we are required to maintain the capabilities of our pipelines and terminals, such that Delek Holdings may throughput and/or store, as the case may be, specified volumes of crude oil, intermediate and refined products.
On August 5, 2024, the Partnership amended and extended expired, or soon to be expired, commercial agreements with subsidiaries of Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. These amendments required the embedded leases within these agreements to be reassessed under ASC 842. As a result, certain leases were reclassified from operating leases to sales-type leases (see Note 16 for further information on sales-type leases).
These agreements have an initial term of five to seven years, with the ability to extend for an additional five years at Delek Holdings' option and were effective as of July 1, 2024. The initial expiration dates for these agreements range from 2028 to 2036. Certain of these contracts have rate adjustments to be phased in over 2025 and 2026.
In addition, on August 5, 2024, the Partnership entered into an assignment agreement with Delek Holdings to assign its rights and obligations under the Big Spring Refinery Marketing Agreement to Delek Holdings. As consideration for this agreement, the Partnership redeemed 2,500,000 common units representing limited partnership interest in us held by Delek Holdings. Associated with such marketing agreement was a contract intangible with a carrying value of $97.9 million at the closing date of the assignment. This intangible was transferred to Delek Holdings in conjunction with the assignment.
Other Agreements with Delek Holdings
In addition to the commercial agreements described above, the Partnership has entered into the following agreements with Delek Holdings:
Omnibus Agreement
The Partnership entered into an omnibus agreement with Delek Holdings, our general partner, Delek Logistics Operating, LLC, Lion Oil Company, LLC and certain of the Partnership’s and Delek Holdings' other subsidiaries on November 7, 2012, which has been amended and restated from time to time in connection with acquisitions from Delek Holdings (collectively, as amended, the "Omnibus Agreement"). The Omnibus Agreement governs the provision of certain operational services and reimbursement obligations, among other matters, between the Partnership and Delek Holdings, and obligates us to pay an annual fee of $4.4 million to Delek Holdings for its provision of centralized corporate services to the Partnership.
Pursuant to the terms of the Omnibus Agreement, we were reimbursed by Delek Holdings for certain capital expenditures. These amounts are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset. There were no reimbursements by Delek Holdings during the years ended December 31, 2024 and 2022. We were reimbursed a nominal amount during the year ended December 31, 2023. Additionally, we are reimbursed or indemnified, as the case may be, for costs incurred in excess of certain amounts related to certain asset failures, pursuant to the terms of the Omnibus Agreement. As of December 31, 2024 and 2023, there was no receivable from related parties for these matters. These reimbursements are recorded as reductions to operating expenses. There were no reimbursements for these matters during the years ended December 31, 2024, 2023 and 2022.
Other Agreements
Our general partner operates our business on our behalf and is entitled under our Partnership Agreement to be reimbursed for the cost of providing those services, which include certain labor related costs. We and our subsidiaries paid Delek Holdings approximately $42.3 million, $31.0 million and $34.6 million pursuant to the Partnership Agreement during the years ended December 31, 2024, 2023 and 2022, respectively. These amounts are included in operating expenses in the accompanying consolidated statements of income and comprehensive income.
Other Transactions
The Partnership manages long-term capital projects on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of gathering systems in the Permian Basin. The majority of the gathering systems have been constructed, however, additional costs pertaining to a pipeline connection that was not acquired by the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement. The Partnership is also considered the operator for the project and is responsible for oversight of the project design, procurement and construction of project segments and provides other related services. Pursuant to the terms of the DPG Management Agreement, the Partnership receives a monthly operating services fee and a construction services fee, which includes the Partnership's direct costs of managing the project plus an additional percentage fee of the construction costs of each project segment. The agreement extends through December 2024. Total fees paid to the Partnership were $1.5 million, $1.6 million and $1.5 million for the years ended December 31, 2024, 2023 and 2022, respectively, which are recorded in affiliate revenue in our consolidated statements of income. Additionally, the Partnership incurs the costs in connection with the construction of the assets and is subsequently reimbursed by Delek Holdings. Amounts reimbursable by Delek Holdings are recorded in accounts receivable from related parties.
Delek Holdings Unit Sale to Public
On December 22, 2021, Delek Holdings issued a press release regarding a program to sell up to 434,590 common limited partner units representing limited partner interests in the Partnership. We will not sell any securities under this program and we will not receive any proceeds from the sale of the securities by Delek Holdings. For the year ended December 31, 2022, Delek Holdings sold 385,522 common limited partner units for gross proceeds of $16.4 million ($13.6 million, net of taxes).
Summary of Transactions
Revenues from affiliates consist primarily of revenues from gathering, transportation, storage, offloading, Renewable Identification Numbers, wholesale marketing and products terminalling services provided primarily to Delek Holdings based on regulated tariff rates or contractually based fees and product sales. Affiliate operating expenses are primarily comprised of amounts we reimburse Delek Holdings, or our general partner, as the case may be, for the services provided to us under the Partnership Agreement. These expenses could also include reimbursement and indemnification amounts from Delek Holdings, as provided under the Omnibus Agreement. Additionally, the Partnership is required to reimburse Delek Holdings for direct or allocated costs and expenses incurred by Delek Holdings on behalf of the Partnership and for charges Delek Holdings incurred for the management and operation of our logistics assets, including an annual fee for various centralized corporate services, which are included in general and administrative expenses. In addition to these transactions, we purchase refined products and bulk biofuels from Delek Holdings, the costs of which are included in cost of materials and other.
A summary of revenue, purchases from affiliates and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):
Year Ended December 31,
202420232022
Revenues$517,782 $563,803 $479,411 
Purchases from Affiliates$349,321 $396,333 $496,184 
Interest income from sales-type leases$47,709 $— $— 
Operating and maintenance expenses
$64,778 $64,636 $53,803 
General and administrative expenses
$12,040 $14,908 $13,565 
Quarterly Cash Distribution
Date of DistributionDistributions paid to Delek Holdings (in thousands)
February 12, 2024$36,198 
May 15, 202436,713 
August 14, 2024
37,181 
November 14, 202437,523 
Total$147,615 
February 9, 2023$34,998 
May 15, 202335,169 
August 14, 202335,512 
November 13, 202335,855 
Total$141,534 
February 8, 2022$33,829 
May 12, 202233,625 
August 11, 202233,797 
November 10, 202233,968 
Total$135,219 
v3.25.0.1
Revenues
12 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Revenues Revenues
We generate revenue by charging fees for gathering, transporting, offloading and storing crude oil and natural gas; for storing intermediate products and feed stocks; for water disposal and recycling services; for distributing, transporting and storing refined products; for marketing refined products output of Delek Holdings' Tyler and Big Spring refineries; and for wholesale marketing in the West Texas area. A significant portion of our revenue is derived from long-term commercial agreements with Delek Holdings, which provide for annual fee adjustments for increases or decreases in the CPI, PPI or the FERC index (refer to Note 4 for a more detailed description of these agreements). In addition to the services we provide to Delek Holdings, we also generate substantial revenue from crude oil, natural gas, intermediate and refined products transportation services for, and terminalling and marketing services to, and water disposal and recycling services to third parties primarily in Texas, New Mexico, Tennessee and Arkansas. Certain of these services are provided pursuant to contractual agreements with third parties. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. Delek Holdings, directly or indirectly, accounted for 55.0%, 55.3% and 46.3% of our total revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
The majority of our commercial agreements with Delek Holdings meet the definition of a lease because: (1) performance of the contracts is dependent on specified property, plant or equipment and (2) it is remote that one or more parties other than Delek Holdings will take more than a minor amount of the output associated with the specified property, plant or equipment.
The following table represents a disaggregation of revenue for the gathering and processing, wholesale marketing and terminalling, and storage and transportation segments for the periods indicated (in thousands):
Year Ended December 31, 2024
Gathering and ProcessingWholesale Marketing and Terminalling Storage and TransportationConsolidated
Service Revenue - Third Party$75,353 $— $8,879 $84,232 
Service Revenue - Affiliate (1)
14,111 23,857 54,869 92,837 
Product Revenue - Third Party108,603 230,019 — 338,622 
Product Revenue - Affiliate16,548 131,881 — 148,429 
Lease Revenue - Affiliate150,104 65,765 60,647 276,516 
Total Revenue$364,719 $451,522 $124,395 $940,636 
Year Ended December 31, 2023
Gathering and ProcessingWholesale Marketing and Terminalling Storage and TransportationConsolidated
Service Revenue - Third Party$60,471 $— $11,329 $71,800 
Service Revenue - Affiliate (1)
9,730 48,618 55,691 114,039 
Product Revenue - Third Party98,102 286,704 — 384,806 
Product Revenue - Affiliate15,699 122,969 — 138,668 
Lease Revenue - Affiliate
187,108 47,410 76,578 311,096 
Total Revenue$371,110 $505,701 $143,598 $1,020,409 
Year ended December 31, 2022
Gathering and ProcessingWholesale Marketing and Terminalling Storage and TransportationConsolidated
Service Revenue - Third Party$29,199 $— $21,614 $50,813 
Service Revenue - Affiliate (1)
16,458 32,593 — 49,051 
Product Revenue - Third Party90,383 415,800 — 506,183 
Product Revenue - Affiliate52,692 90,298 — 142,990 
Lease Revenue - Affiliate116,695 50,193 120,482 287,370 
Total Revenue$305,427 $588,884 $142,096 $1,036,407 
(1) Net of $4.2 million of amortization expense for the year ended December 31, 2024 and $7.2 million of amortization expense for the both years ended December 31, 2023 and 2022, related to the marketing contract intangible recorded in the wholesale marketing and terminalling segment.
As of December 31, 2024, we expect to recognize approximately $1.0 billion in service revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms. We disclose information about remaining performance obligations that have original expected durations of greater than one year.
Our unfulfilled performance obligations as of December 31, 2024 were as follows (in thousands):
2025$218,931 
2026200,432 
2027200,432 
2028154,123 
2029 and thereafter265,462 
Total expected revenue on remaining performance obligations$1,039,380 
v3.25.0.1
Net Income per Unit
12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Net Income per Unit Net Income per Unit
We use the two-class method when calculating the net income per unit applicable to limited partners, because we have more than one participating class of securities. Our participating securities consist of common units and preferred units.
The two-class method is based on the weighted-average number of common units outstanding during the period. Basic net income per unit applicable to common limited partners is computed by dividing limited partners’ interest in net income allocated to participating securities by the weighted-average number of outstanding common units. Undistributed earnings are allocated to our preferred unitholders and limited partners based on their respective ownership interests. During a period of net loss or negative undistributed earnings, the two-class method is not applicable.
Diluted net income per unit applicable to common limited partners includes the effects of potentially dilutive units on our common units. As of December 31, 2024, 2023 and 2022, the only potentially dilutive units outstanding consist of unvested phantom units.
The calculation of net income per unit is as follows (in thousands, except unit and per unit amounts):
Year Ended December 31,
202420232022
Net income$142,685 $126,236 $159,052 
Less:
Limited partners' distribution declared on common units204,407 179,774 170,877 
Distributions declared on preferred units768 — — 
Undistributed net loss$(62,490)$(53,538)$(11,825)
Limited partners' earnings on common units:
Distributions$204,407 $179,774 $170,877 
Allocation of undistributed net loss(62,490)(53,538)(11,825)
Total limited partners' earnings on common units$141,917 $126,236 $159,052 
Weighted average limited partner units outstanding, basic47,452,138 43,583,938 43,487,910 
Dilutive effect of unvested phantom units27,110 27,376 23,740 
Weighted average limited partner units outstanding, diluted47,479,248 43,611,314 43,511,650 
Net income per limited partner unit:
Basic$2.99 $2.90 $3.66 
Diluted (1)
$2.99 $2.89 $3.66 
(1) There were 18,945, 41,790 and 7,511 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the years ended December 31, 2024, 2023 and 2022, respectively.
v3.25.0.1
Property, Plant and Equipment
12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Property, Plant and Equipment
Property, plant and equipment, at cost, consist of the following (in thousands):
December 31,
20242023
Land$17,052 $17,367 
Building and building improvements5,072 5,072 
Pipelines, tanks and terminals1,197,615 1,228,676 
Asset retirement obligation assets2,073 2,073 
Other equipment27,426 27,604 
Construction in progress126,153 39,718 
Property, plant and equipment1,375,391 1,320,510 
Less: accumulated depreciation(311,070)(384,359)
Property, plant and equipment, net$1,064,321 $936,151 
Depreciation expense was $76.4 million, $72.6 million and $51.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
v3.25.0.1
Goodwill
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill Goodwill
Goodwill represents the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired and is not amortized. We perform an annual assessment of whether goodwill retains its value. This assessment is done more frequently if indicators of potential impairment exist. We performed our annual goodwill impairment review in the fourth quarter of 2024, 2023, and 2022.
For the years ended December 31, 2024 and 2022, we performed a qualitative assessment. The annual impairment review resulted in the determination that no indicators of impairment of goodwill were present.
For the year ended December 31, 2023, we performed a quantitative assessment for our Delaware Gathering reporting unit and a qualitative assessment for our other reporting units. Our 2023 testing of goodwill did not identify any impairments other than our Delaware Gathering reporting unit, which reported a goodwill impairment charge of $14.8 million. The impairment was primarily driven by the significant increases in interest rates and timing of system connections with our producer customers.
For the quantitative assessment, we estimated the value of each of the reporting unit using a discounted cash flows ("DCF") analysis. The significant assumptions that were used to develop the estimates of the fair values under the DCF method included management’s best estimates of the discount rate of 16% as well as estimates of future cash flows, which are impacted primarily by volume and EBITDA projections. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be an accurate prediction of the future. The fair value measurements for the individual reporting units represent Level 3 measurements.
Accumulated goodwill impairment was $14.8 million as of December 31, 2024 and 2023.
A summary of our goodwill by segment is as follows (in thousands):
Gathering and ProcessingWholesale Marketing and Terminalling Storage and Transportation Total
December 31, 2022$19,003 $7,499 $549 $27,051 
Goodwill Impairment(14,848)— — (14,848)
December 31, 20234,155 7,499 549 12,203 
December 31, 2024$4,155 $7,499 $549 $12,203 
v3.25.0.1
Other Intangible Assets
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Other Intangible Assets Other Intangible Assets
Our identifiable intangible assets are as follows (in thousands):
As of December 31, 2024As of December 31, 2023
Useful LifeGrossAccumulated AmortizationNet GrossAccumulated AmortizationNet
Intangible assets subject to amortization:
Customer relationships
11.6 - 13.4 years
$234,231 $(47,320)$186,911 $210,000 $(28,664)$181,336 
Marketing contract 20 years— — — 144,219 (42,064)102,155 
Rights-of-way assets
8 - 35 years
14,892 (1,778)13,114 14,892 (1,078)13,814 
Favorable contract
4.8 years
4,775 (307)4,468 — — — 
Intangible assets not subject to amortization:
Rights-of-way assets Indefinite76,965 76,965 45,722 45,722 
Total$330,863 $(49,405)$281,458 $414,833 $(71,806)$343,027 
Amortization of the rights-of-way assets and customer relationships intangibles assets was $19.6 million, $18.7 million and $10.9 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in depreciation and amortization in the accompanying consolidated statements of income and comprehensive income. Amortization of the marketing contract was $4.2 million during the year ended December 31, 2024 and $7.2 million during the years ended December 31, 2023 and 2022 and is included as a reduction of net revenue in the accompanying consolidated statements of income and comprehensive income. This marketing contract intangible was transferred to Delek Holdings in conjunction with assignment agreement entered into on August 5, 2024; see Note 4 for additional information.
Amortization expense for the next five years is estimated to be as follows (in thousands):
2025$21,618 
2026$21,618 
2027$21,618 
2028$21,618 
2029$21,059 
v3.25.0.1
Long-Term Obligations
12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Long-Term Obligations Long-Term Obligations
Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands):
December 31, 2024December 31, 2023
DKL Revolving Facility$435,400 $780,500 
DKL Term Facility— 281,250 
2029 Notes1,050,000 — 
2028 Notes400,000 400,000 
2025 Notes— 250,000 
Principal amount of long-term debt1,885,400 1,711,750 
Less: Unamortized discount and premium and deferred financing costs 10,003 7,961 
Total debt, net of unamortized discount and premium and deferred financing costs1,875,397 1,703,789 
Less: Current portion of long-term debt and notes payable— 30,000 
Long-term debt, net of current portion$1,875,397 $1,673,789 
DKL Credit Facility
On October 13, 2022, the Partnership entered into a senior secured term loan with Fifth Third, as administrative agent and a syndicate of lenders with an original principal of $300.0 million (the "DKL Term Loan Facility"). On November 6, 2023, the Partnership entered into a First Amendment, a Second Amendment and a Third Amendment to the DKL Credit Facility (the "DKL Credit Facility"), (together, the “Amendments”) which among other things added a maturity acceleration clause which would accelerate the maturity of the DKL Term Facility to 180 days prior to the stated maturity date of the 2025 Notes if any of the 2025 Notes remained outstanding on that date. The DKL Term Facility had a final maturity date of and principal due on April 15, 2025. The outstanding principal balance of $281.3 million was paid on March 13, 2024 from a portion of the proceeds received with the issuance of the 2029 Notes as indicated below. At the Partnership's option, borrowings bore interest at either the Adjusted Term Secured Overnight Financing Rate benchmark (“SOFR”) or U.S. dollar prime rate, plus an applicable margin. The applicable margin was 2.50% for the first year of the DKL Term Loan Facility and 3.00% for the second year for U.S. dollar prime rate borrowings. SOFR rate borrowings included a credit spread adjustment of 0.10% to 0.25% plus an applicable margin of 3.50% for the first year and 4.00% for the second year. At December 31, 2023, the weighted average borrowing rate was approximately 9.46%. Debt extinguishment costs were $2.1 million and are recorded in interest expense, net in the accompanying consolidated statements of income and comprehensive income.
On March 29, 2024, the Partnership entered into a Fourth Amendment to the amended and restated senior secured revolving credit agreement (the "DKL Revolving Facility") which among other things increased the U.S. Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $100.0 million resulting in aggregate lender commitments under the Delek Logistics Revolving Credit Facility in an amount of $1,150.0 million, including up to $146.9 million for letters of credit and $31.9 million in swing line loans. This facility has a maturity date of October 13, 2027.
Borrowings under the DKL Revolving Facility bear interest at the election of the Partnership at either a U.S. dollar prime rate, plus an applicable margin ranging from 1.00% to 2.00% depending on the Partnership’s Total Leverage Ratio (as defined in the DKL 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 the Partnership’s Total Leverage Ratio. Unused revolving commitments under the DKL Revolving Facility incur a commitment fee that ranges from 0.30% to 0.50% depending on the Partnership’s Total Leverage Ratio, currently at 0.40% per annum. As of December 31, 2024 and December 31, 2023, the weighted average interest rate was 7.27% and 8.46%, respectively.
Borrowings under the DKL Term Facility bore interest at the election of the Partnership at either a U.S. dollar prime rate, plus an applicable margin of 2.50% for the first year of the DKL Term Facility and 3.00% for the second year of the DKL 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 Term Facility and 4.00% for the second year of the DKL Term Facility. At December 31, 2023, the weighted average borrowing rate was approximately 9.46%.
The DKL Credit Facility contains affirmative and negative covenants and events of default, which the Partnership considers customary and are similar to those in our predecessor DKL Credit Facility. We believe we were in compliance with all covenant requirements as of December 31, 2024. Under the financial covenants in the DKL Credit Facility, the Partnership cannot:
permit, as of the last day of each fiscal quarter, the Total Leverage Ratio (as defined in the DKL Credit Facility) to be greater than 5.25 to 1.00;
permit, as of the last day of each fiscal quarter, the Senior Leverage Ratio (as defined in the DKL Credit Facility) to be greater than 3.75 to 1.00; and
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 DKL Revolving Facility are secured by first priority liens on substantially all of the Partnership’s and its subsidiaries’ tangible and intangible assets. The carrying value of outstanding borrowings under the DKL Revolving Facility as of December 31, 2024 and December 31, 2023 approximate their fair values. Our debt facilities contain affirmative and negative covenants and events of default the Partnership considers usual and customary. As of December 31, 2024, we were in compliance with covenants on all of our debt instruments.
Related Party Revolving Credit Facility
On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into a certain Promissory Note (the “Related Party Revolving Credit Facility”) with Delek Holdings. The Related Party Revolving Credit Facility provided for revolving borrowings with aggregate commitments of $70.0 million comprised of a (i) $55.0 million senior tranche and a (ii) $15.0 million subordinated tranche (the “Subordinated Tranche”), with the initial borrowings under the Subordinated Tranche conditioned upon the Partnership and Delek Holdings reaching an agreement with Fifth Third Bank, National Association, as administrative agent under the DKL Credit Facility, on subordination provisions and other material terms related to the Subordinated Tranche. The Related Party Revolving Credit Facility bore interest at Term SOFR (as defined in the Related Party Revolving Credit Facility) plus 3.00%. The Related Party Revolving Credit Facility proceeds were available for the Partnership’s working capital purposes and other general corporate purposes. On May 2, 2024, the Boards of Directors of Delek Holdings and our general partner authorized the termination of the intercompany loan agreement between Delek Holdings and the Partnership, which was effective on May 31, 2024.
2029 Notes
On March 13, 2024, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp. ("Finance Corp." and together with the Partnership, the "Issuers") sold $650.0 million in aggregate principal amount of 8.625% senior notes due 2029 (the "2029 Notes") at par, pursuant to an indenture with U.S. Bank Trust Company, National Association as trustee. Net proceeds were used to redeem the 2025 Notes including accrued interest, pay off the DKL Term Facility including accrued interest and to repay a portion of the outstanding borrowings under the DKL Revolving Facility.
On April 17, 2024, the Issuers sold $200.0 million in aggregate principal amount of additional 8.625% senior notes due 2029 at 101.25% and on August 16, 2024, the Issuers sold $200.0 million in aggregate principal amount of additional 8.625% senior notes due 2029, at 103.25% (collectively, the "Additional 2029 Notes"). The Additional 2029 Notes were issued under the same indenture as the 2029 Notes and formed a part of the same series of notes as the 2029 Notes. The net proceeds were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility.
The 2029 Notes are general unsecured senior obligations of the Issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's subsidiaries other than Finance Corp., and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries. The 2029 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right payment to any future subordinated indebtedness of the Issuers. The 2029 Notes will mature on March 15, 2029, and interest on the 2029 Notes is payable semi-annually in arrears on each March 15 and September 15, commencing September 15, 2024.
At any time prior to March 15, 2026, the Issuers may redeem up to 35% of the aggregate principal amount of the 2029 Notes with the net cash proceeds of one or more equity offerings by the Partnership at a redemption price of 108.625% of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations. Prior to March 15, 2026, the Issuers may also redeem all or part of the 2029 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 March 15, 2026, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2029 Notes, at a redemption price of 104.313% of the redeemed principal for the twelve-month period beginning on March 15, 2026, 102.156% for the twelve-month period beginning on March 15, 2027, and 100.00% beginning on March 15, 2028 and thereafter, plus accrued and unpaid interest, if any. In the event of a change of control, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2029 Notes from holders at a price equal to 101.00% of the principal amount thereof, plus accrued and unpaid interest.
We recorded $17.5 million of debt issuance costs which will be amortized over the term of the 2029 Notes and included in interest expense in the accompanying consolidated statements of income and comprehensive income. The premium recognized for the Additional 2029 Notes was $9.0 million which will be amortized over the term of the 2029 Notes and included in interest expense in the accompanying consolidated statements of income and comprehensive income. As of December 31, 2024, the effective interest rate was 8.82%. The estimated fair value of the 2029 Notes was $1,086.9 million as of December 31, 2024, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.
2028 Notes
On May 24, 2021, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp. ("Finance Corp." and together with the Partnership, the "Issuers") issued $400.0 million in aggregate principal amount of 7.125% senior notes due 2028 (the "2028 Notes") at par, pursuant to an indenture with U.S. Bank, National Association as trustee. The 2028 Notes are general unsecured senior obligations of the Issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's subsidiaries other than Finance Corp., and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries. The 2028 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right payment to any future subordinated indebtedness of the Issuers. The 2028 Notes will mature on June 1, 2028, and interest on the 2028 Notes is payable semi-annually in arrears on each June 1 and December 1, commencing December 1, 2021.
Beginning on June 1, 2024, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2028 Notes, at a redemption price of 103.56% of the redeemed principal for the twelve-month period beginning on June 1, 2024, 101.78% for the twelve-month period beginning on June 1, 2025, and 100.00% beginning on June 1, 2026 and thereafter, plus accrued and unpaid interest, if any.
In the event of a change of control, accompanied or followed by a ratings downgrade within a certain period of time, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2028 Notes from holders at a price equal to 101.00% of the principal amount thereof, plus accrued and unpaid interest.
As of December 31, 2024, the effective interest rate was 7.38%. The estimated fair value of the 2028 Notes was $399.1 million and $380.4 million as of December 31, 2024 and December 31, 2023, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.
2025 Notes
Our 2025 Notes are general unsecured senior obligations comprised of $250.0 million in aggregate principal of 6.75% senior notes maturing on May 15, 2025. Concurrent with the issuance of the 2029 Notes, the Partnership made a cash tender offer (the "Offer") for all of the outstanding 2025 Notes with a conditional notice of full redemption for the remaining balance not received from the Offer. The Partnership received tenders from holders of approximately $156.2 million in aggregate principal amount. All the remaining 2025 Notes were redeemed by March 29, 2024, pursuant to the notice of conditional redemption. Debt extinguishment costs were $1.5 million and are recorded in interest expense, net in the accompanying consolidated statements of income and comprehensive income. The estimated fair value of the 2025 Notes was $248.7 million as of December 31, 2023, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.
Principal maturities of the Partnership's existing third-party debt instruments for the next five years and thereafter are as follows as of December 31, 2024 (in thousands):
Year Ended December 31,Total
2025$— 
2026— 
2027435,400 
2028400,000 
20291,050,000 
Thereafter— 
Total$1,885,400 
v3.25.0.1
Equity
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Equity Equity
We had 17,374,618 common limited partner units held by the public outstanding as of December 31, 2024. Additionally, as of December 31, 2024, Delek Holdings owned an 66.3% limited partner interest in us, consisting of 34,111,278 common limited partner units.
On October 10, 2024, the Partnership completed a public offering of its common units in which it sold 4,423,075 common units (including an overallotment option of 576,922 common units) to the underwriters of the offering at a price to the public of $39.00 per unit. The net proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $165.6 million and were used to redeem the Preferred Units (defined below) and repay a portion of the outstanding borrowings under the DKL Revolving Facility. Underwriting discounts totaled $6.6 million.
On April 25, 2024, we filed a shelf registration statement with the SEC, which provides the Partnership the ability to offer up to $500.0 million of our common limited partner units from time to time and through one or more methods of distribution, subject to market conditions and our capital needs.
On March 12, 2024, the Partnership completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $38.50 per unit. The net proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility. Underwriting discounts totaled $5.5 million.
On November 14, 2022, we entered into an Equity Distribution Agreement with RBC Capital Markets, LLC (the “Manager”) under which we may issue and sell, from time to time, to or through the Manager, as sales agent and/or principal, as applicable, common units representing limited partner interests, having an aggregate offering price of up to $100.0 million. The Equity Distribution Agreement provides us the right, but not the obligation, to sell common units in the future, at prices we deem appropriate. The net proceeds from any sales under this agreement will be used for general partnership purposes. For the year ended December 31, 2022, we sold 59,192 common units under the Equity Distribution Agreement for net proceeds of $3.1 million. Underwriting discounts were immaterial.
Equity Activity
The table below summarizes the changes in the number of units outstanding from December 31, 2022 through December 31, 2024.
Common - PublicCommon - Delek HoldingsTotal
Balance at December 31, 20218,774,053 34,696,800 43,470,853 
Delek Holdings resale of units385,522 (385,522)— 
Unit-based compensation awards (1)
38,538 — 38,538 
Issuance of units pursuant to the Equity Distribution Agreement59,192 — 59,192 
Balance at December 31, 20229,257,305 34,311,278 43,568,583 
Unit-based compensation awards (1)
42,458 — 42,458 
Balance at December 31, 20239,299,763 34,311,278 43,611,041 
Unit-based compensation awards (1)
67,364 — 67,364 
Equity offering units issued8,007,491 — 8,007,491 
Redemption of units associated with BSR Marketing Agreement— (2,500,000)(2,500,000)
Issuance of units in connection with W2W Acquisition— 2,300,000 2,300,000 
Balance at December 31, 202417,374,618 34,111,278 51,485,896 
(1) Unit-based compensation awards are presented net of 24,056, 18,694 and 12,224 units withheld for taxes as of December 31, 2024, 2023 and 2022, respectively.
Issuance of Additional Securities
Our Partnership Agreement authorizes us to issue an unlimited number of additional partnership securities for the consideration and on the terms and conditions determined by our general partner without the approval of the unitholders. Costs associated with the issuance of securities are allocated to all unitholders' capital accounts based on their ownership interest at the time of issuance.
Cash Distributions
Our Partnership Agreement sets forth the calculation to be used to determine the amount and priority of available cash distributions that our limited partner unitholders will receive. Our distributions earned with respect to a given period are declared subsequent to quarter end.
The table below summarizes the quarterly distributions related to our quarterly financial results:
Quarter EndedTotal Quarterly Distribution Per Limited Partner UnitTotal Cash Distribution (in thousands)
December 31, 2021$0.975 $42,384 
March 31, 2022$0.980 $42,604 
June 30, 2022$0.985 $42,832 
September 30, 2022$0.990 $43,057 
December 31, 2022$1.020 $44,440 
March 31, 2023$1.025 $44,664 
June 30, 2023$1.035 $45,112 
September 30, 2023$1.045 $45,558 
December 31, 2023$1.055 $46,010 
March 31, 2024$1.070 $50,521 
June 30, 2024$1.090 $51,263 
September 30, 2024$1.100 $56,613 
December 31, 2024$1.105 $59,302 
v3.25.0.1
Preferred Units
12 Months Ended
Dec. 31, 2024
Temporary Equity Disclosure [Abstract]  
Preferred Units Preferred Units
On September 11, 2024 (the “Closing Date”), the Partnership issued 70,000 preferred units (“Preferred Units”) in connection with the H2O Midstream Acquisition for an amount equal to $70.0 million.
Preferred Units rank senior to all common units with respect to distributions and rights upon liquidation. The holders of the Preferred Units are entitled to receive, when and if declared by the board, a quarterly distribution equal to the amount of distributions they would have received on an as converted basis at a price of $41.04, including any special distributions made to common unitholders.
At any time, the Partnership may redeem, in whole or part, the Preferred Units at a redemption price of $1,000 per Preferred Unit plus the amount of accrued but unpaid distributions and a make whole amount, to be settled in cash. In addition, at any time prior to October 31, 2027, if the Partnership completes an offering of common units or Preferred Units, the Partnership shall redeem an amount of the Preferred Units not to exceed the amount equal to the net cash proceeds to the Partnership from such offering, after deducting underwriting discounts and commissions and offering expenses payable by the Partnership at a redemption price of $1,000 per Preferred Unit plus the amount of accrued but unpaid distributions and a make whole amount.
As a result of our public offering of common units completed on October 10, 2024, the Partnership redeemed all 70,000 of the Preferred Units for at a redemption price of $1,000 per unit. Total redemption payment was $70.8 million, including payment made for pro-rata distributions.
For a summary of changes in the Preferred Units balance for 2024, see the consolidated statements of partners' equity (deficit).
v3.25.0.1
Equity Method Investments
12 Months Ended
Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments Equity Method Investments
The Partnership owns a 33% membership interest in Red River Pipeline Company LLC ("Red River"), a joint venture operated with Plains Pipeline, L.P, which owns and operates a crude oil pipeline running from Cushing, Oklahoma to Longview, Texas. Additionally, we have two pipeline joint ventures, in which we own a 50% membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. ("CP LLC") to operate one of these pipeline systems and a 33% membership interest in the entity formed with Andeavor Logistics RIO Pipeline LLC ("Andeavor Logistics") to operate the other pipeline system.
On August 5, 2024, the Partnership acquired Permian Pipeline Holdings, LLC, which holds 50% equity interests in W2W Holdings, from a wholly owned subsidiary of Delek Holdings. Our interest in W2W Holdings includes a 15.6% indirect interest in the Wink to Webster joint venture, and related joint venture indebtedness.
W2W Holdings was originally formed by Delek Holdings and MPLX Operations LLC to obtain financing and fund capital calls associated with its collective and contributed interests in Wink to Webster. Wink to Webster owns and operates a long-haul crude oil pipeline system with origin points at Wink and Midland in the Permian Basin and delivery points at multiple Houston area locations. We determined that W2W Holdings is a VIE. While we have the ability to exert significant influence through participation in board and management committees, we are not the primary beneficiary since we do not have a controlling financial interest in W2W Holdings, and no single party has the power to direct the activities that most significantly impact W2W Holdings' economic performance.
Distributions received from WWP are first applied to service the debt of W2W Holdings wholly owned finance LLC, with excess distributions made to the W2W Holdings members as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements. The obligations of the W2W Holdings members under the W2W Holdings LLC Agreement are guaranteed by the parents of the member entities.
As of December 31, 2024, except for the guarantee of member obligations under the joint venture, we do not have other guarantees with or to W2W Holdings, nor any third-party associated with W2W Holdings contracted work. The Partnership's maximum exposure to any losses incurred by W2W Holdings is limited to its investment.
Summarized financial information for W2W Holdings on a 100% basis is shown below (in thousands):
As of December 31, 2024
Current Assets$193 
Non-current Assets$702,910 
Current liabilities$56,074 
Non-current liabilities$481,189 
Year Ended December 31,
2024
Revenues$88,603 
Gross profit$88,603 
Operating income$88,293 
Net income$59,442 
Combined summarized financial information for the three remaining joint ventures on a 100% basis is shown below (in thousands):
As of December 31, 2024As of December 31, 2023
Current Assets$44,655 $55,948 
Non-current Assets$588,441 $607,002 
Current liabilities$9,889 $8,994 
Non-current liabilities$572 $63 
Years Ended December 31,
202420232022
Revenues$134,736 $139,699 $140,634 
Gross profit$85,955 $89,132 $88,575 
Operating income$82,708 $84,349 $85,096 
Net income$84,131 $85,636 $85,311 
The Partnership's investment balances in these joint ventures were as follows (in thousands):
As of December 31, 2024As of December 31, 2023
Red River$136,455 $141,091 
W2W Holdings86,117 — 
CP LLC59,252 61,273 
Andeavor Logistics35,328 38,973 
Total Equity Method Investments$317,152 $241,337 
v3.25.0.1
Segment Data
12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segment Data Segment Data
We aggregate our operating segments into four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investment in pipeline joint ventures. Operations that are not specifically included in the reportable segments are included in Corporate and other segment. The Partnership defines its segments based on how internally reported financial information is regularly reviewed by its chief operating decision maker ("CODM") to analyze financial performance, make decisions and allocate resources.
The CODM is the President of the Partnership. The CODM evaluates performance based on EBITDA for planning and forecasting purposes. The CODM considers budget to actual variances on a monthly basis when making decisions about allocation of operating and capital resources to each segment. EBITDA is an important measure used by management to evaluate the financial performance of our core operations. EBITDA is not a GAAP measure, but the components of EBITDA are computed using amounts that are determined in accordance with GAAP. A reconciliation of EBITDA to Net Income is included in the tables below. We define EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization expense, including amortization of marketing contract intangible, which is included as a component of net revenues in our accompanying consolidated statements of income and comprehensive income.
Assets by segment are not a measure used to assess the performance of the Partnership by the CODM and thus is not disclosed.
The following is a summary of business segment operating performance as measured by EBITDA for the periods indicated (in thousands):
Year Ended December 31, 2024
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate (1)
$180,763 $221,503 $115,516 $— $— $517,782 
Third party183,956 230,019 8,879 — — 422,854 
Total revenue$364,719 $451,522 $124,395 $— $— $940,636 
Cost of materials and other77,037 349,049 57,539 — 110 483,735 
Operating expenses80,317 14,820 18,299 — 9,298 122,734 
Income from equity method investments— — — (43,301)— (43,301)
Other segment items (3)
215 (4,076)232 — 34,184 30,555 
Segment EBITDA $207,150 $91,729 $48,325 $43,301 $(43,592)$346,913 
Depreciation and amortization80,144 5,256 7,609 — 3,366 96,375 
Amortization of marketing contract intangible— 4,206 — — — 4,206 
Interest income(23,338)(8,546)(15,908)— — (47,792)
Interest expense— — — — 150,960 150,960 
Income tax expense479 
Net income$142,685 
Capital spending (2)
$128,927 $2,727 $8,332 $— $— $139,986 
Year Ended December 31, 2023
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate (1)
$212,537 $218,997 $132,269 $— $— $563,803 
Third party158,573 286,704 11,329 — — 456,606 
Total revenue$371,110 $505,701 $143,598 $— $— $1,020,409 
Cost of materials and other83,118 388,536 63,710 — (2,737)532,627 
Operating expenses75,136 17,796 18,104 7,056 118,101 
Income from equity method investments— — — (31,433)— (31,433)
Other segment items (3)
13,393 (7,143)(2,066)— 26,650 30,834 
Segment EBITDA$199,463 $106,512 $63,850 $31,424 $(30,969)$370,280 
Depreciation and amortization72,181 7,055 9,839 — 3,309 92,384 
Amortization of marketing contract intangible— 7,211 — — — 7,211 
Interest expense— — — — 143,244 143,244 
Income tax expense1,205 
Net income$126,236 
Capital spending (2)
$74,683 $2,111 $4,548 $— $— $81,342 
Year ended December 31, 2022
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate (1)
$185,845 $173,084 $120,482 $— $— $479,411 
Third party119,582 415,800 21,614 — — 556,996 
Total revenue$305,427 $588,884 $142,096 $— $— $1,036,407 
Cost of materials and other81,525 491,453 66,953 — 1,432 641,363 
Operating expenses48,211 19,458 17,843 — 2,795 88,307 
Income from equity method investments— — — (31,683)— (31,683)
Other segment items (3)
441 (5,125)1,031 30,136 26,483 
Segment EBITDA$175,250 $83,098 $56,269 $31,683 $(34,363)$311,937 
Depreciation and amortization47,206 6,308 8,591 — 883 62,988 
Amortization of marketing contract intangible— 7,211 — — — 7,211 
Interest expense— — — — 82,304 82,304 
Income tax expense382
Net income$159,052 
Capital spending (2)
$122,594 $1,548 $6,528 $— $— $130,670 
(1) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the marketing contract intangible.
(2) Capital spending includes additions on an accrual basis.
(3) Other segment items include general and administrative expense, gain on disposal of assets, other income, net and the amortization of the marketing contract intangible in the wholesale marketing and terminalling segment. Additionally, our gathering and processing segment includes $14.8 million of goodwill impairment expense for the year ended December 31, 2023.
v3.25.0.1
Commitments and Contingencies
12 Months Ended
Dec. 31, 2024
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.
Texas Department of Transportation Settlement
Beginning in August 2023, the Partnership was involved in litigation with the State of Texas Department of Transportation. The subject of the litigation was the expansion of the highway where the Partnership's Nettleton Station is situated. As a result of this expansion, two tanks owned by the Partnership were impacted. This litigation was settled in the second quarter of 2024 and resulted in the Partnership recovering $8.3 million in condemnation proceeds, which are recorded in other operating income, net in the accompanying consolidated statements of income and comprehensive income.
Environmental, Health and Safety
We are subject to extensive federal, state and local environmental and safety laws and regulations enforced by various agencies, including the Environmental Protection Agency (the "EPA"), the United States Department of Transportation, the Occupational Safety and Health Administration, as well as numerous state, regional and local environmental, safety and pipeline agencies. These laws and regulations govern the discharge of materials into the environment, waste management practices and pollution prevention measures, as well as the safe operation of our pipelines and the safety of our workers and the public. The State of Mexico promulgated new regulations to limit emissions from oil and gas operations in 2022. The cost to comply is not expected to be material. Numerous permits or other authorizations are required under these laws and regulations for the operation of our terminals, pipelines, saltwells, trucks and related operations, and may be subject to revocation, modification and renewal.
These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters, which could include soil, surface water and groundwater contamination, air pollution, personal injury and property damage allegedly caused by substances which we may have handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we may have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and we expect that there will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including the receipt and response to notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required to comply with existing and new requirements, as well as evolving interpretations and enforcement of existing laws and regulations.
Releases of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, or is not a reimbursable event under the Omnibus Agreement, subject us to substantial expenses, including costs to respond to, contain and remediate a release, to comply with applicable laws and regulations and to resolve claims by governmental agencies or other persons for personal injury, property damage, response costs, or natural resources damages.
v3.25.0.1
Leases
12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Leases Leases
Lessee
We have noncancelable operating leases primarily associated with rights-of-way and transportation equipment. Our remaining lease terms range from less than one year to 41 years with renewal options ranging from 3 to 40 years, and some agreements have multiple renewal options.
The components of lease cost are as follows (in thousands) (1):
Years Ended December 31,
202420232022
Operating lease cost$10,370 $11,533 $12,054 
Short-term lease cost7,359 5,031 2,541 
Variable lease cost1,261 3,826 4,803 
Total lease cost$18,990 $20,390 $19,398 
(1) Includes an immaterial amount of financing lease cost.
Supplemental balance sheet information related to leases is as follows:
Years Ended December 31,
20242023
Weighted-average remaining lease term (years) for operating leases3.43.5
Weighted-average discount rate (1) operating leases
7.4 %7.3 %
Weighted-average remaining lease term (years) for finance lease3.53.6
Weighted-average discount rate (1) finance lease
8.4 %7.2 %
(1) Our discount rate is primarily based on our incremental borrowing rate in accordance with ASC 842.
Supplemental cash flow and other information related to leases are as follows (in thousands):
Years Ended December 31,
202420232022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$(8,101)$(9,588)$(12,054)
Leased assets obtained in exchange for new operating lease liabilities$3,665 $3,804 $12,682 
Leased assets obtained in exchange for new financing lease liabilities$— $1,162 $35 
Maturities of lease liabilities as of December 31, 2024 are as follows (in thousands):
Year Ended December 31,OperatingFinance
2025$5,924 $283 
20262,871 263 
20271,906 263 
2028905 154 
2029234 — 
2030 and thereafter984 — 
Total lease payments12,824 963 
Less: present value discount1,480 127 
Lease liabilities$11,344 $836 
Lessor
We are the lessor under certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings. These agreements have remaining terms ranging from 3 to 12 years with renewal options ranging from 2 to 10 years, and some agreements have multiple renewal options. Revenue from these leases are recorded in affiliate revenue in the consolidated statements of income. For details on Lease Revenue, see Note 5.
During 2024, we executed renewals to certain agreements between DKL and Delek Holdings. The renewals required the embedded leases within these agreements to be reassessed under ASC 842. As a result of these lease assessments, certain leases were reclassified from an operating lease to a sales-type lease. Accordingly, the underlying property, plant and equipment, net, and associated deferred revenue, if any, were derecognized and the present value of the future lease payments and the unguaranteed residual value of the assets were recorded as a net investment in sales-type lease during the respective periods.
The net investment in sales-type leases is recorded utilizing the estimated fair value of the underlying leased assets at contract modification date and are nonrecurring fair value measurements. The leased assets were valued using a cost method valuation approach which utilizes Level 3 inputs.
We recognized any billings in excess of minimum volume requirements as variable lease payments, and these variable lease payments were recorded in Net Revenues - Affiliate in the accompanying consolidated statements of income and comprehensive income.
Lease income included in the consolidated statements of income and comprehensive income was as follows:
Year Ended December 31,
(in thousands)202420232022
Operating leases:
Lease revenue$268,843 $311,096 $287,370 
Sales-type leases:
Interest income (Sales-type rental revenue-fixed minimum)47,709 — — 
Lease revenue (Revenue from variable lease payments)7,673 — — 
Sales-type lease income$55,382 $— $— 
We did not elect to use the practical expedient to combine lease and non-lease components for lessor arrangements. The tables below represent the portion of the contracts allocated to the lease component based on relative standalone selling price.
The following presents the consolidated financial statement impact of sales-type leases on commencement or modification date for the year ended December 31, 2024. There were no amounts recognized for the year ended December 31, 2023. These transactions are non-cash transactions. The amount recognized on commencement date was recorded in contributions in the consolidated statements of partners' equity (deficit), given the underlying agreements are between entities under common control.
Year Ended December 31,
(in thousands)2024
Lease receivables$217,263 
Unguaranteed residual assets10,573 
Property, plant and equipment, net(108,143)
Amount recognized on commencement date$119,693 
The following is a schedule of annual undiscounted minimum future lease cash receipts on the non-cancelable operating leases as of December 31, 2024 (in thousands):
2025$108,376 
2026105,957 
202793,867 
202863,306 
202957,194 
2030 and thereafter16,258 
Total minimum future lease revenue$444,958 
Annual future minimum undiscounted lease receipts under our sales-type leases were as follows as of December 31, 2024 (in thousands):
2025$104,323 
202683,926 
202778,858 
202878,858 
202978,858 
2030 and thereafter262,763 
Total minimum future lease revenue687,586 
Less: Imputed interest483,783 
Lease receivable (1)
$203,803 
Current lease receivables (2)
$22,783 
Long-term lease receivables (3)
$181,020 
Unguaranteed residual assets (3)
$12,106 
(1) This amount does not include the unguaranteed residual assets.
(2) Presented in Lease receivable - affiliate, in the consolidated balance sheets.
(3) Presented in Net lease investment - affiliate in the consolidated balance sheets.
The following table summarized our investment in assets held under operating lease by major classes (in thousands):
December 31,
20242023
Land$11,643 $14,946 
Building and building improvements387 853 
Pipelines, tanks and terminals419,528 664,567 
Other equipment2,229 3,856 
Property, plant and equipment433,787 684,222 
Less: accumulated depreciation143,961 253,955 
Property, plant and equipment, net$289,826 $430,267 
Capital expenditures related to assets subject to sales-type lease arrangements were $0.6 million for the year ended December 31, 2024. There were no capital expenditures related to assets subject to sales-type lease arrangements for both the years ended December 31, 2023 and 2022. These amounts are reflected as additions to property, plant and equipment in the consolidated statements of cash flows.
Leases Leases
Lessee
We have noncancelable operating leases primarily associated with rights-of-way and transportation equipment. Our remaining lease terms range from less than one year to 41 years with renewal options ranging from 3 to 40 years, and some agreements have multiple renewal options.
The components of lease cost are as follows (in thousands) (1):
Years Ended December 31,
202420232022
Operating lease cost$10,370 $11,533 $12,054 
Short-term lease cost7,359 5,031 2,541 
Variable lease cost1,261 3,826 4,803 
Total lease cost$18,990 $20,390 $19,398 
(1) Includes an immaterial amount of financing lease cost.
Supplemental balance sheet information related to leases is as follows:
Years Ended December 31,
20242023
Weighted-average remaining lease term (years) for operating leases3.43.5
Weighted-average discount rate (1) operating leases
7.4 %7.3 %
Weighted-average remaining lease term (years) for finance lease3.53.6
Weighted-average discount rate (1) finance lease
8.4 %7.2 %
(1) Our discount rate is primarily based on our incremental borrowing rate in accordance with ASC 842.
Supplemental cash flow and other information related to leases are as follows (in thousands):
Years Ended December 31,
202420232022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$(8,101)$(9,588)$(12,054)
Leased assets obtained in exchange for new operating lease liabilities$3,665 $3,804 $12,682 
Leased assets obtained in exchange for new financing lease liabilities$— $1,162 $35 
Maturities of lease liabilities as of December 31, 2024 are as follows (in thousands):
Year Ended December 31,OperatingFinance
2025$5,924 $283 
20262,871 263 
20271,906 263 
2028905 154 
2029234 — 
2030 and thereafter984 — 
Total lease payments12,824 963 
Less: present value discount1,480 127 
Lease liabilities$11,344 $836 
Lessor
We are the lessor under certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings. These agreements have remaining terms ranging from 3 to 12 years with renewal options ranging from 2 to 10 years, and some agreements have multiple renewal options. Revenue from these leases are recorded in affiliate revenue in the consolidated statements of income. For details on Lease Revenue, see Note 5.
During 2024, we executed renewals to certain agreements between DKL and Delek Holdings. The renewals required the embedded leases within these agreements to be reassessed under ASC 842. As a result of these lease assessments, certain leases were reclassified from an operating lease to a sales-type lease. Accordingly, the underlying property, plant and equipment, net, and associated deferred revenue, if any, were derecognized and the present value of the future lease payments and the unguaranteed residual value of the assets were recorded as a net investment in sales-type lease during the respective periods.
The net investment in sales-type leases is recorded utilizing the estimated fair value of the underlying leased assets at contract modification date and are nonrecurring fair value measurements. The leased assets were valued using a cost method valuation approach which utilizes Level 3 inputs.
We recognized any billings in excess of minimum volume requirements as variable lease payments, and these variable lease payments were recorded in Net Revenues - Affiliate in the accompanying consolidated statements of income and comprehensive income.
Lease income included in the consolidated statements of income and comprehensive income was as follows:
Year Ended December 31,
(in thousands)202420232022
Operating leases:
Lease revenue$268,843 $311,096 $287,370 
Sales-type leases:
Interest income (Sales-type rental revenue-fixed minimum)47,709 — — 
Lease revenue (Revenue from variable lease payments)7,673 — — 
Sales-type lease income$55,382 $— $— 
We did not elect to use the practical expedient to combine lease and non-lease components for lessor arrangements. The tables below represent the portion of the contracts allocated to the lease component based on relative standalone selling price.
The following presents the consolidated financial statement impact of sales-type leases on commencement or modification date for the year ended December 31, 2024. There were no amounts recognized for the year ended December 31, 2023. These transactions are non-cash transactions. The amount recognized on commencement date was recorded in contributions in the consolidated statements of partners' equity (deficit), given the underlying agreements are between entities under common control.
Year Ended December 31,
(in thousands)2024
Lease receivables$217,263 
Unguaranteed residual assets10,573 
Property, plant and equipment, net(108,143)
Amount recognized on commencement date$119,693 
The following is a schedule of annual undiscounted minimum future lease cash receipts on the non-cancelable operating leases as of December 31, 2024 (in thousands):
2025$108,376 
2026105,957 
202793,867 
202863,306 
202957,194 
2030 and thereafter16,258 
Total minimum future lease revenue$444,958 
Annual future minimum undiscounted lease receipts under our sales-type leases were as follows as of December 31, 2024 (in thousands):
2025$104,323 
202683,926 
202778,858 
202878,858 
202978,858 
2030 and thereafter262,763 
Total minimum future lease revenue687,586 
Less: Imputed interest483,783 
Lease receivable (1)
$203,803 
Current lease receivables (2)
$22,783 
Long-term lease receivables (3)
$181,020 
Unguaranteed residual assets (3)
$12,106 
(1) This amount does not include the unguaranteed residual assets.
(2) Presented in Lease receivable - affiliate, in the consolidated balance sheets.
(3) Presented in Net lease investment - affiliate in the consolidated balance sheets.
The following table summarized our investment in assets held under operating lease by major classes (in thousands):
December 31,
20242023
Land$11,643 $14,946 
Building and building improvements387 853 
Pipelines, tanks and terminals419,528 664,567 
Other equipment2,229 3,856 
Property, plant and equipment433,787 684,222 
Less: accumulated depreciation143,961 253,955 
Property, plant and equipment, net$289,826 $430,267 
Capital expenditures related to assets subject to sales-type lease arrangements were $0.6 million for the year ended December 31, 2024. There were no capital expenditures related to assets subject to sales-type lease arrangements for both the years ended December 31, 2023 and 2022. These amounts are reflected as additions to property, plant and equipment in the consolidated statements of cash flows.
v3.25.0.1
Subsequent Events
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Distribution Declaration
On January 24, 2025, our general partner's board of directors declared a quarterly cash distribution of $1.105 per unit, payable on February 11, 2025, to unitholders of record on February 4, 2025.
Unit Buyback Authorization
On February 24, 2025, the Partnership and Delek Holdings entered into a Common Unit Purchase Agreement (the “Purchase Agreement”) whereby the Partnership may repurchase common units from time to time from Delek Holdings in one or more transactions for an aggregate purchase price of up to $150.0 million through December 31, 2026 (each such repurchase, a “Repurchase”). The purchase price per common unit in each Repurchase will be the 30-day volume weighted average price of the common units at the close of trading on the day prior to the closing date subject to certain limitations set forth in the Purchase Agreement. The Partnership may fund Repurchases using cash on hand or borrowings under its existing credit facility, subject to compliance with applicable covenants.
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Net income $ 142,685 $ 126,236 $ 159,052
v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.0.1
Cybersecurity Risk Management and Strategy Disclosure
12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
We depend on information technology ("IT") and operational technology (“OT”) for various operations, including refinery processes, petroleum movement monitoring in pipelines and terminals, point-of-sale processing at our retail sites, and other critical processes and transactions. We utilize IT and OT systems across our operations to capture accounting, technical and regulatory data for archiving, analysis, and reporting. Our primary business systems mostly consist of purchased and licensed software programs that integrate with our internal solutions. Additionally, our technology encompasses a company-wide network through which employees have access to key business applications.
We maintain and continually enhance a comprehensive, risk-based cybersecurity program aimed at safeguarding our data, along with the data of our customers and partners. The identification, assessment, and management of cyber risks fall under our Enterprise Risk Management (“ERM”) program, overseen by the board of directors of our general partner. Our Chief Technology & Data Officer/Chief Information Officer holds overall responsibility for IT, OT, and cybersecurity. The Partnership follows well-organized cybersecurity frameworks with a Chief Information Security Officer dedicated to overseeing cybersecurity initiatives throughout the entire enterprise.
Our risk assessment process related to cybersecurity includes identifying threats and conducting vulnerability assessments, likelihood and impact assessments related to our own information and OT systems as well as our third-party service providers. The Partnership collaborates with third-party vendors to leverage managed security services, enhancing the Partnership’s cybersecurity capabilities. The Partnership possesses monitoring capabilities for both its IT and OT infrastructure. To identify material cybersecurity risks, we use a combination of technical assessments, risk analysis, vulnerability scanning, incident and event monitoring, threat intelligence and third-party assessments along with ongoing monitoring and management.
We manage our material cybersecurity risks through a combination of security measures, audits, training, planning, and testing. The Partnership has established processes for regular disaster recovery planning and response readiness testing. Our security approach also includes multiple layers of defense and testing of controls. We have implemented security measures, including segmentation, firewalls, intrusion detection systems, encryption, multi-factor authentication and data loss prevention to safeguard our systems and data. Furthermore, we have reinforced our data protection capabilities by investing in both hardware and software.
Recognizing that humans are often the most vulnerable element of even the most secure computer architectures, The Partnership upholds a robust mandatory security awareness program, including required training and phishing campaigns for our employees. The Partnership also conducts monthly reviews of global cybersecurity incidents to ensure that appropriate mitigation measures are in place to guard against similar threats. The Partnership is committed to enhancing its organizational resilience through a multiyear, comprehensive incident response tabletop drill program. Building upon the success of the drill conducted in 2024 and previous years, we remain committed to continuous improvement and proactive preparedness in addressing potential challenges and effectively managing incidents.
The Partnership has not experienced a significant cybersecurity breach or associated expenses, penalties, or settlements for years ended December 31, 2024, 2023 and 2022. The Partnership continuously assesses and enhances the confidentiality, integrity, and availability of our IT and OT assets.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] We maintain and continually enhance a comprehensive, risk-based cybersecurity program aimed at safeguarding our data, along with the data of our customers and partners. The identification, assessment, and management of cyber risks fall under our Enterprise Risk Management (“ERM”) program, overseen by the board of directors of our general partner.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
The board of directors of our general partner and executive leadership team at the Partnership are committed to investing the attention and resources necessary to maintain the privacy, security and integrity of our information, systems and networks and enhance the Partnership’s resiliency against cyber threats. To assist in these efforts, the board of directors of our general partner has assigned a number of cybersecurity related responsibilities to its standing committees while retaining overall responsibility for the oversight of Delek's cybersecurity activities.
In overseeing cybersecurity risks, the Board of Directors follows the principles identified by the National Association of Corporate Directors in the oversight of cybersecurity risks. Cybersecurity risks and Partnership programs are discussed with the Board of Directors by the Chief Technology & Data Officer and others. Third parties are periodically engaged in the assessment of cybersecurity, including evaluating maturity under the National Institute for Security and Technology’s and the International Society of Automation/ International Electrotechnical Commission’s cybersecurity frameworks, testing informational and operational cyber defenses, controls, and reviews of policies and procedures.
In 2021 the Board of Directors established the standing Technology Committee. One of the Technology Committee’s responsibilities is to review, assess, manage, and mitigate risks related to technological developments, digitalization, and information security. The Technology Committee also reviews assessments of the effectiveness of the Partnership’s information security and technology programs, procedures, and initiatives. The Technology Committee regularly receives reports from management regarding information security and cyber risk matters, including the Partnership’s contingency planning and information security training and compliance, and reports its activities to the Board. The Technology Committee’s designated focus on these areas of the Partnership’s digitalization, information and operational security policies help ensure strategic alignment of the Partnership’s strategies with information security and risk management.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]
In 2021 the Board of Directors established the standing Technology Committee. One of the Technology Committee’s responsibilities is to review, assess, manage, and mitigate risks related to technological developments, digitalization, and information security. The Technology Committee also reviews assessments of the effectiveness of the Partnership’s information security and technology programs, procedures, and initiatives. The Technology Committee regularly receives reports from management regarding information security and cyber risk matters, including the Partnership’s contingency planning and information security training and compliance, and reports its activities to the Board. The Technology Committee’s designated focus on these areas of the Partnership’s digitalization, information and operational security policies help ensure strategic alignment of the Partnership’s strategies with information security and risk management.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] The Technology Committee regularly receives reports from management regarding information security and cyber risk matters, including the Partnership’s contingency planning and information security training and compliance, and reports its activities to the Board.
Cybersecurity Risk Role of Management [Text Block]
Our senior leadership team is actively involved in cybersecurity governance, ensuring the highest level of oversight of cybersecurity risks. Establishing clear lines of ownership and accountability, along with regular and transparent communication among our standing Board committees, the Board of Directors and executives, is crucial for effectively handling cybersecurity risks and opportunities. Our Chief Technology & Data Officer reports to the President, dedicating a substantial amount of their efforts to ensure the safety and security of our networks and systems. Our Chief Technology & Data Officer has nearly 20 years of IT experience including areas of technology, cybersecurity, data, analytics, and digital transformation as well as being an Adjunct Lecturer at Tel-Aviv University and the Technion for Big Data Technologies, Data Science and Data Visualization. Representing the state of Israel at MIT’s CDOIQ forum. Our Chief Technology & Data Officer oversees a team of security professionals and regularly updates the Board of Directors on any potential risks and threats to the Partnership. Senior leadership including our Chief Technology & Data Officer/Chief Information Officer and the Chief Information Security Officer brief the Board on information security matters multiple times throughout the year.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] Our Chief Technology & Data Officer reports to the President, dedicating a substantial amount of their efforts to ensure the safety and security of our networks and systems.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Our Chief Technology & Data Officer has nearly 20 years of IT experience including areas of technology, cybersecurity, data, analytics, and digital transformation as well as being an Adjunct Lecturer at Tel-Aviv University and the Technion for Big Data Technologies, Data Science and Data Visualization. Representing the state of Israel at MIT’s CDOIQ forum.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] Our Chief Technology & Data Officer oversees a team of security professionals and regularly updates the Board of Directors on any potential risks and threats to the Partnership. Senior leadership including our Chief Technology & Data Officer/Chief Information Officer and the Chief Information Security Officer brief the Board on information security matters multiple times throughout the year.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.0.1
Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Organization
Organization
As used in this report, the terms "Delek Logistics Partners, LP," the "Partnership," "we," "us," or "our" may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole. The Partnership is a Delaware limited partnership formed in April 2012 by Delek US Holdings, Inc. ("Delek Holdings") and its subsidiary Delek Logistics GP, LLC, our general partner (our "general partner").
Basis of Presentation
Basis of Presentation
Our consolidated financial statements include the accounts of the Partnership and its subsidiaries. We have evaluated subsequent events through the filing of this Annual Report on Form 10-K. Any material subsequent events that occurred during this time have been properly recognized or disclosed in our financial statements.
Use of Estimates
Use of Estimates
The preparation of our financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Reclassifications
Certain prior period amounts have been reclassified in order to conform to the current period presentation.
Segment Reporting
Segment Reporting
We are an energy business focused on crude oil, natural gas, intermediate and refined products pipeline and storage activities and wholesale marketing, terminalling and offloading activities as well as water disposal and recycling. Management reviews operating results in four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investments in pipeline joint ventures. Operations that are not specifically included in the reportable segments are included in Corporate and other segment.
The assets and investments reported in the gathering and processing segment provide crude oil gathering and crude oil, natural gas, intermediate and refined products logistics services as well as support our water disposal and recycling operations in service to Delek Holdings' refining operations and independent third parties .
The wholesale marketing and terminalling segment provides marketing services for the refined products output of the Delek Holdings' refineries, engages in wholesale activity at our terminals and terminals owned by third parties, whereby we purchase light product for sale and exchange to third parties, and provides terminalling services at our refined products terminals to independent third parties and Delek Holdings.
The storage and transportation segment provides crude oil, intermediate and refined products transportation and storage services to Delek Holdings' refining operations and independent third parties.
The investments in pipeline joint ventures segment include the Partnership's joint ventures investments discussed in Note 13.
Segment reporting is discussed in more detail in Note 14.
Cash and Cash Equivalents
Cash and Cash Equivalents
We maintain cash and cash equivalents in accounts with large U.S. financial institutions. Any highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents.
Accounts Receivable
Accounts Receivable
Accounts receivable primarily consists of trade receivables generated in the ordinary course of business. We perform on-going credit evaluations of our customers and generally do not require collateral on accounts receivable.
Inventory
Inventory
Inventory consists of refined products, which are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out ("FIFO") basis. We are not subject to concentration risk with specific suppliers, since our refined products inventory purchases are commodities that are readily available from a large selection of suppliers.
Property, Plant and Equipment
Property, Plant and Equipment
Property, plant and equipment primarily consists of crude oil pipelines, tanks, terminals and gathering systems, and trucking assets. We also capitalize interest on capital projects. Property and equipment is stated at the lower of historical cost less accumulated depreciation, or fair value, if impaired. Assets acquired in conjunction with business acquisitions are recorded at estimated fair market value in accordance with the purchase method of accounting as prescribed in Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). Acquisitions of net assets that do not constitute a business are accounted for by allocating the cost of the acquisition to individual assets acquired and liabilities assumed on a relative fair value basis and shall not give rise to goodwill as prescribed in ASC 805.
Betterments, renewals and extraordinary repairs that extend the life of an asset are capitalized. Maintenance and repairs are charged to expense as incurred.
Depreciation is computed using the straight-line method over management’s estimated useful lives of the related assets. The estimated useful lives are as follows:
Years
Buildings and building improvements
15-40
Pipelines, tanks and terminals
10-40
Other equipment
3-15
Other Intangible Assets
Other Intangible Assets
Other intangible assets acquired in a business combination and determined to be finite-lived are amortized over their respective estimated useful lives. The finite-lived intangible assets are amortized on straight-line basis over the estimated useful lives of 5 to 35 years. The amortization expense, with the exception of the marketing contract intangible, is included in depreciation and amortization in the accompanying consolidated statements of income and comprehensive income. The marketing contract intangible was amortized on a straight-line basis over a 20-year period as a component of net revenues from affiliates. Acquired intangible assets determined to have an indefinite useful life are not amortized, but are instead tested for impairment in connection with our evaluation of long-lived assets as events and circumstances indicate that the asset might be impaired. Refer to Note 9 Other Intangible Assets for further information.
Property, Plant and Equipment and Intangibles Impairment
Property, Plant and Equipment and Intangibles Impairment
Property, plant and equipment and intangibles are evaluated for impairment whenever indicators of impairment exist. In accordance with ASC 360, Property, Plant and Equipment and ASC 350, Intangibles - Goodwill and Other, we evaluate the realizability of these long-lived assets as events occur that might indicate potential impairment. In doing so, we assess whether the carrying amount of the asset is recoverable by estimating the sum of the future cash flows expected to result from the use of the asset, undiscounted and without interest charges. If the carrying amount is more than the recoverable amount, an impairment charge must be recognized based on the fair value of the asset.
Goodwill and Potential Impairment
Goodwill and Potential Impairment
Goodwill in an acquisition represents the excess of the aggregate purchase price over the fair value of the identifiable net assets. Goodwill is reviewed at least annually during the fourth quarter for impairment, or more frequently if indicators of impairment exist, such as disruptions in our business, unexpected significant declines in operating results or a sustained market capitalization decline. Goodwill is evaluated for impairment by comparing the carrying amount of the reporting unit to its estimated fair value. In accordance with Accounting Standards Updates ("ASU") 2017-04, Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment, goodwill impairment charge is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. In assessing the recoverability of goodwill, assumptions are made with respect to future business conditions and estimated expected future cash flows to determine the fair value of a reporting unit. We may consider inputs such as a market participant weighted average cost of capital, gross margin, capital expenditures and long-term growth rates based on historical information and our best estimate of future forecasts, all of which are subject to significant judgment and estimates. We may also consider a market approach in determining or corroborating the fair values of the reporting units using a multiple of expected future cash flows, such as those used by third-party analysts, which is also subject to significant judgment and estimates. If these estimates and assumptions change in the future, due to factors such as a decline in general economic conditions, competitive pressures on sales and margins and other economic and industry factors beyond management's control, an impairment charge may be required. A significant risk to our future results and the potential future impairment of goodwill is the volatility of the crude oil and the refined product markets which is often unpredictable and may negatively impact our results of operations in ways that cannot be anticipated and that are beyond management's control.
We may also elect to perform a qualitative impairment assessment of goodwill balances. The qualitative assessment permits companies to assess whether it is more likely than not (i.e., a likelihood of greater than 50%) that the fair value of a reporting unit is less than its carrying amount. If a company concludes that, based on the qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company is required to perform the quantitative impairment test. Alternatively, if a company concludes based on the qualitative assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it has completed its goodwill impairment test and does not need to perform the quantitative impairment test.
There was no impairment during the years ended December 31, 2024 and 2022. During the year ended December 31, 2023, our annual assessment of goodwill resulted in an impairment of $14.8 million. Details of remaining goodwill balances by segment are included in Note 8.
Business Combinations
Business Combinations
We recognize and measure the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date in accordance with the provisions of ASC 805. Any excess or deficiency of the purchase consideration when compared to the fair value of the net tangible assets acquired, if any, is recorded as goodwill or gain from a bargain purchase. The fair value of assets and liabilities as of the acquisition date are often estimated using a combination of approaches, including the income approach, which requires us to project future cash flows and apply an appropriate discount rate; the cost approach, which requires estimates of replacement costs and depreciation and obsolescence estimates; and the market approach which uses market data and adjusts for entity-specific differences. We use all available information to make these fair value determinations and engage third-party consultants for valuation assistance. The estimates used in determining fair values are based on assumptions believed to be reasonable but which are inherently uncertain. Accordingly, actual results may differ materially from the projected results used to determine fair value.
Equity Method Investments
Equity Method Investments
For equity investments that are not required to be consolidated under the variable or voting interest model, we evaluate the level of influence we are able to exercise over an entity’s operations to determine whether to use the equity method of accounting. Our judgment regarding the level of influence over an equity method investment includes considering key factors such as our ownership interest, participation in policy-making and other significant decisions and material intercompany transactions. Equity investments for which we determine we have significant influence are accounted for as equity method investments. Amounts recognized for equity method investments are included in equity method investments in our consolidated balance sheets and adjusted for our share of the net earnings and losses of the investee, dividends received and cash distributions from the investee, which are separately stated in our consolidated statements of income and comprehensive income and our consolidated statements of cash flows. The carrying value of each equity method investment is evaluated for impairment when conditions exist that indicate it is more likely than not that an impairment may have occurred, which may include the loss of a key contract, lack of sustained earnings or a deterioration of market conditions, among others. When impairment triggers are present, the fair value of the equity method investment is estimated using the income approach and the market approach. The income approach utilizes a discounted cash flow model incorporating management’s expectations of the investee’s future revenue (including the throughput barrel per day sold and related reduced tariff rates), operating expenses and earnings before interest, taxes, depreciation and amortization, capital expenditures and an anticipated tax rate (“EBITDA”), the estimated long term growth rate and weighted average cost of capital (“WACC”) as the discount rate. The market approach uses estimated EBITDA multiples for guideline comparable companies to estimate the fair value of the equity method investment. An impairment loss is recorded in earnings in the current period if a decline in the value of an equity method investment is determined to be other than temporary. There were no impairment losses recorded on equity method investments for the years ended December 31, 2024, 2023 or 2022. Equity method investments are reported as part of the investments in pipeline joint ventures segment. See Note 13 for further information on our equity method investments.
Variable Interest Entities
Variable Interest Entities
Our consolidated financial statements include the financial statements of our subsidiaries and variable interest entities ("VIE"), of which we are the primary beneficiary. We evaluate all legal entities in which we hold an ownership or other pecuniary interest to determine if the entity is a VIE. Variable interests can be contractual, ownership or other pecuniary interests in an entity that change with changes in the fair value of the VIE’s assets. If we are not the primary beneficiary, the general partner or another limited partner may consolidate the VIE, and we record the investment as an equity method investment.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
The fair values of financial instruments are estimated based upon current market conditions and quoted market prices for the same or similar instruments. Management estimates that the carrying value approximates fair value for all of our assets and liabilities that fall under the scope of ASC 825, Financial Instruments ("ASC 825"), with the exception of our fixed rate debt.
Environmental Expenditures
Environmental Expenditures
It is our policy to accrue environmental and clean-up related costs of a non-capital nature when it is both probable that a liability has been incurred and the amount can be reasonably estimated. Environmental liabilities represent the current estimated costs to investigate and remediate contamination at sites where we have environmental exposure. This estimate is based on assessments of the extent of the contamination, the selected remediation technology and review of applicable environmental regulations, typically considering estimated activities and costs for 15 years, and up to 30 years if a longer period is believed reasonably necessary. Such estimates may require judgment with respect to costs, time frame and extent of required remedial and clean-up activities. Accruals for estimated costs from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study and include, but are not limited to, costs to perform remedial actions and costs of machinery and equipment that are dedicated to the remedial actions and do not have an alternative use. Such accruals are adjusted as further information develops or circumstances change. We discount environmental liabilities to their present value if payments are fixed or reliably determinable. Expenditures for equipment necessary for environmental issues relating to ongoing operations are capitalized. Estimated recoveries of costs from other parties are recorded on an undiscounted basis as assets when their realization is deemed probable.
Asset Retirement Obligations
Asset Retirement Obligations
We recognize liabilities which represent the fair value of a legal obligation to perform asset retirement activities, including those that are conditional on a future event, when the amount can be reasonably estimated. These obligations are related to the required cleanout of our pipelines and terminal tanks and removal of certain above-grade portions of our pipelines situated on right-of-way property.
In order to determine fair value, management must make certain estimates and assumptions including, among other things, projected cash flows, a credit-adjusted risk-free rate and an assessment of market conditions that could significantly impact the estimated fair value of the asset retirement obligation.
Revenue Recognition
Revenue Recognition
Revenue is measured based on consideration specified in a contract with a customer. The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or by providing services to a customer.
Service, Product and Lease Revenues. Revenues for products sold are generally recognized upon delivery of product, which is when title and control of the product is transferred. Transaction prices for these products are typically at market rates for the product at the time of delivery. Service revenues are recognized as crude oil, intermediate and refined products are shipped through, delivered by or stored in our pipelines, trucks, terminals and storage facility assets, as applicable. We do not recognize product revenues for these services, as the product does not represent a promised good in the context of ASC 606, Revenue from Contracts with Customers ("ASC 606"). All service revenues are based on regulated tariff rates or contractual rates. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. We exclude from revenue all taxes assessed by a governmental authority, including sales, use and excise taxes, that are both imposed on and concurrent with a specific revenue-producing transaction and collected on behalf of a customer.
Certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings are considered leases under ASC 842. As part of the adoption of ASC 842, as lessee, we applied the permitted practical expedient to not separate lease and non-lease components under the predominance principle to designated asset classes associated with the provision of logistics services. We have determined that the predominant component of the related agreements currently in effect is the lease component. Therefore, the combined component is accounted for under the applicable lease accounting guidance. Refer to Note 5 and Note 16 for further information.
Up-Front payments to Customers. We record up-front payments to customers in accordance with ASC 606. We evaluate the nature of each payment, the rights and obligations under the related contract, and whether the payment meets the definition of an asset. When an asset is recognized for an up-front payment to a customer, the asset is amortized, as a reduction of revenue, in a manner that reflects the pattern and period over which the asset is expected to provide benefit.
Revenues Related to Reimbursements. In addition to the agreements noted above, we have cost reimbursement provisions in certain of our agreements with Delek Holdings and third-parties that provide for reimbursement to the Partnership for certain costs, including certain capital expenditures. Such reimbursements are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset.
Cost of Materials and Other and Operating Expenses
Cost of Materials and Other and Operating Expenses
Cost of materials and other includes (i) all costs of purchased refined products, additives and related transportation of such products, (ii) costs associated with the operation of our trucking assets, which primarily include allocated employee costs and other costs related to fuel, truck leases and repairs and maintenance, and (iii) the cost of pipeline capacity leased from a third-party.
Operating expenses include the costs associated with the operation of owned terminals and pipelines and terminalling expense at third-party locations, excluding depreciation and amortization. These costs primarily include outside services, allocated employee costs, repairs and maintenance costs and energy and utility costs. Operating expenses related to the wholesale business are excluded from cost of sales because they primarily relate to costs associated with selling the products through our wholesale business.
Depreciation and amortization is separately presented in our consolidated statements of income and disclosed by reportable segment in Note 14.
Deferred Financing Costs
Deferred Financing Costs
Deferred financing costs are included in other non-current assets in the accompanying consolidated balance sheets and represent expenses related to issuing and amending our revolving credit facility. Deferred financing costs associated with our term loan facilities are included as a reduction to the associated debt balance in the accompanying consolidated balance sheets. These costs represent expenses related to issuing our long-term debt and obtaining our lines of credit. These amounts are amortized ratably over the remaining term of the respective financing and are included in interest expense in the accompanying consolidated statements of income and comprehensive income.
Leases
Leases
In accordance with ASC 842-20, Leases - Lessee ("ASC 842-20"), we classify leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that are highly specialized or allow us to substantially utilize or pay for the entire asset over its useful life. All other leases are classified as operating leases.
We have noncancelable operating leases primarily associated with rights-of-way and transportation equipment. Certain leases also include options to purchase the leased equipment. Certain of our lease agreements include rates based on equipment usage. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. 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.
For all leases that include fixed rental rate increases, these are included in our fixed lease payments. Our leases may include variable payments, based on changes on price or other indices, which are expensed as incurred.
We calculate the total lease expense for the entire noncancelable lease period, considering renewals for all periods for which it is reasonably certain to be exercised, and record lease expense on a straight-line basis in the accompanying consolidated statements of income. Accordingly, a lease liability is recognized for these leases and is calculated to be the present value of the fixed lease payments, as defined by ASC 842-20, using a discount rate based on our incremental borrowing rate. A corresponding right-of-use asset is recognized based on the lease liability and adjusted for certain costs and prepayments. The right-of-use asset is amortized over the noncancelable lease period, considering renewals for all periods for which it is reasonably certain to be exercised. For substantially all classes of underlying assets, we have elected the practical expedient not to separate lease and non-lease components, which allows us to combine the components if certain criteria are met.
As a lessor under ASC 842, we may be required to re-classify existing operating leases to sales-type leases upon modification and related reassessment of the leases. The net investment in sales-type leases with related parties is recorded within lease receivable - affiliate and net lease investment - affiliate on the consolidated balance sheets. These amounts are comprised of the present value of the sum of the future minimum lease payments representing the value of the lease receivable and the unguaranteed residual value of the leased assets. We regularly monitor the condition and usage of leased assets during the lease term. This includes periodic inspections and assessments of the asset’s remaining useful life, physical condition, and market demand. By closely tracking these factors, we are better able to anticipate the potential
impact on residual value and take proactive measures if necessary. Management assesses the net investment in sales-type leases for recoverability quarterly. See Note 16 for further information.
Income Taxes
Income Taxes
We are not a taxable entity for federal income tax purposes or the income taxes of those states that follow the federal income tax treatment of partnerships. Instead, for purposes of these income taxes, each partner of the Partnership is required to take into account its share of items of income, gain, loss and deduction in computing its federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. The taxable income reportable to each partner takes into account differences between the tax basis and fair market value of our assets and financial reporting basis of assets and liabilities, the acquisition price of such partner's units and the taxable income allocation requirements under the Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement").
We are subject to income taxes in certain states that do not follow the federal tax treatment of partnerships. These taxes are accounted for under the provisions of ASC 740, Income Taxes ("ASC 740"). This statement generally requires the Partnership to record deferred income taxes for the differences between the book and tax bases of its assets and liabilities, which are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred income tax expense or benefit represents the net change during the year in our deferred income tax assets and liabilities, exclusive of the amounts held in other comprehensive income.
GAAP requires management to evaluate uncertain tax positions taken by the Partnership. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the Internal Revenue Service. Management has analyzed the tax positions taken by the Partnership, and has concluded that there are no uncertain positions taken or expected to be taken. The Partnership is subject to routine audits by taxing jurisdictions
Allocations of Net Income
Allocations of Net Income
Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest.
Net Income per Limited Partner Unit
Net Income per Limited Partner Unit
Basic net income per unit applicable to limited partners is computed by dividing limited partners’ interest in net income by the weighted-average number of outstanding common units. Refer to Notes 6 and 11 for further discussion. Diluted net income per unit applicable to common limited partners includes the effects of potentially dilutive units on our common units. As of December 31, 2024, the only potentially dilutive units outstanding consist of unvested phantom units.
New Accounting Pronouncements Adopted During 2024 and Accounting Pronouncements Not Yet Adopted
New Accounting Pronouncements Adopted During 2024
ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements
In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-02 Codification Improvements - Amendments to Remove References to the Concepts Statements ("ASU 2024-02"), which amends the Accounting Standards Codification ("Codification") to remove references to various concepts statements and impacts a variety of topics in the Codification. The ASU is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Partnership adopted the provisions of ASU 2024-02 in 2024 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief decision maker ("CODM") and included within each reported measure of a segment's profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets. The ASU also requires disclosure of the title and position of the individual or the group identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements. The Partnership adopted the provisions of ASU 2023-07 in the fourth quarter of 2024 and resulted in additional segment reporting disclosure requirements but did not have a significant impact on our consolidated financial statements. See Note 14 for further information.
ASU 2023-06, Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative
In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). The main provision of ASU 2023-06 is to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Partnership adopted the provisions of ASU 2023-06 in 2024 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.
Accounting Pronouncements Not Yet Adopted
ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 requires disaggregation of expenses into specific categories such as purchase of inventory, employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted on either a prospective or retrospective basis. The adoption will not affect our financial position or our results of operations. The Partnership is currently evaluating the new disclosure requirements.
Leases We have noncancelable operating leases primarily associated with rights-of-way and transportation equipment. Our remaining lease terms range from less than one year to 41 years with renewal options ranging from 3 to 40 years, and some agreements have multiple renewal options.
v3.25.0.1
Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Schedule of Property, Plant and Equipment
Depreciation is computed using the straight-line method over management’s estimated useful lives of the related assets. The estimated useful lives are as follows:
Years
Buildings and building improvements
15-40
Pipelines, tanks and terminals
10-40
Other equipment
3-15
Property, plant and equipment, at cost, consist of the following (in thousands):
December 31,
20242023
Land$17,052 $17,367 
Building and building improvements5,072 5,072 
Pipelines, tanks and terminals1,197,615 1,228,676 
Asset retirement obligation assets2,073 2,073 
Other equipment27,426 27,604 
Construction in progress126,153 39,718 
Property, plant and equipment1,375,391 1,320,510 
Less: accumulated depreciation(311,070)(384,359)
Property, plant and equipment, net$1,064,321 $936,151 
Schedule of Change in Asset Retirement Obligation
The reconciliation of the beginning and ending carrying amounts of asset retirement obligations as of December 31, 2024 and 2023 is as follows (in thousands):
December 31,
20242023
Beginning balance$10,038 $9,333 
Acquisition4,852 — 
Liabilities settled(171)— 
Accretion expense920 705 
Ending balance$15,639 $10,038 
v3.25.0.1
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The table below presents the estimated purchase price (in thousands):
Base purchase price:$230,000 
Less: Adjusted Net Working Capital (as defined in the H2O Midstream Acquisition Agreement)
(2,596)
Plus: various closing adjustments
2,331 
Adjusted purchase price$229,735 
Cash paid $159,735 
Fair value of Preferred Units issued70,000 
Preliminary purchase price$229,735 
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 H2O Midstream Acquisition as of September 11, 2024 (in thousands):
Assets acquired:
Accounts receivables$6,644 
Inventories2,448 
Other current assets879 
Property, plant and equipment174,548 
Operating lease right-of-use assets2,058 
Customer relationship intangible (1)
24,229 
Other intangibles (1)
33,268 
Other non-current assets21 
Total assets acquired244,095 
Liabilities assumed:
Accounts payable1,833 
Accrued expenses and other current liabilities7,178 
Current portion of operating lease liabilities278 
Asset retirement obligations4,852 
Operating lease liabilities, net of current portion219 
Total liabilities assumed14,360 
Fair value of net assets acquired$229,735 
(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 $24.2 million, which will be amortized over an 13.4 years useful life.
Rights-of-way intangibles valued at $28.5 million, which have an indefinite life.
Favorable supply contract intangible that is subject to amortization with a preliminary fair value of $4.8 million which will be amortized over a 4.8 years useful life.
Business Acquisition, Pro Forma Information
The following table summarizes the unaudited pro forma financial information of the Partnership assuming the H2O Midstream Acquisition had occurred on January 1, 2023. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to this 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 associated with revolving credit facility borrowings incurred in connection with this acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangible and, (iv) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of this acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had this acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information.
Year Ended December 31,
20242023
(in thousands)
Net sales$985,232 $1,107,103 
Net income attributable to partners$156,238 $142,376 
v3.25.0.1
Related Party Transactions (Tables)
12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Schedule of Purchases and Expense Transactions From Affiliates
A summary of revenue, purchases from affiliates and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):
Year Ended December 31,
202420232022
Revenues$517,782 $563,803 $479,411 
Purchases from Affiliates$349,321 $396,333 $496,184 
Interest income from sales-type leases$47,709 $— $— 
Operating and maintenance expenses
$64,778 $64,636 $53,803 
General and administrative expenses
$12,040 $14,908 $13,565 
Schedule of Distributions Made to Members or Limited Partners, by Distribution
Date of DistributionDistributions paid to Delek Holdings (in thousands)
February 12, 2024$36,198 
May 15, 202436,713 
August 14, 2024
37,181 
November 14, 202437,523 
Total$147,615 
February 9, 2023$34,998 
May 15, 202335,169 
August 14, 202335,512 
November 13, 202335,855 
Total$141,534 
February 8, 2022$33,829 
May 12, 202233,625 
August 11, 202233,797 
November 10, 202233,968 
Total$135,219 
The table below summarizes the quarterly distributions related to our quarterly financial results:
Quarter EndedTotal Quarterly Distribution Per Limited Partner UnitTotal Cash Distribution (in thousands)
December 31, 2021$0.975 $42,384 
March 31, 2022$0.980 $42,604 
June 30, 2022$0.985 $42,832 
September 30, 2022$0.990 $43,057 
December 31, 2022$1.020 $44,440 
March 31, 2023$1.025 $44,664 
June 30, 2023$1.035 $45,112 
September 30, 2023$1.045 $45,558 
December 31, 2023$1.055 $46,010 
March 31, 2024$1.070 $50,521 
June 30, 2024$1.090 $51,263 
September 30, 2024$1.100 $56,613 
December 31, 2024$1.105 $59,302 
v3.25.0.1
Revenues (Tables)
12 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue
The following table represents a disaggregation of revenue for the gathering and processing, wholesale marketing and terminalling, and storage and transportation segments for the periods indicated (in thousands):
Year Ended December 31, 2024
Gathering and ProcessingWholesale Marketing and Terminalling Storage and TransportationConsolidated
Service Revenue - Third Party$75,353 $— $8,879 $84,232 
Service Revenue - Affiliate (1)
14,111 23,857 54,869 92,837 
Product Revenue - Third Party108,603 230,019 — 338,622 
Product Revenue - Affiliate16,548 131,881 — 148,429 
Lease Revenue - Affiliate150,104 65,765 60,647 276,516 
Total Revenue$364,719 $451,522 $124,395 $940,636 
Year Ended December 31, 2023
Gathering and ProcessingWholesale Marketing and Terminalling Storage and TransportationConsolidated
Service Revenue - Third Party$60,471 $— $11,329 $71,800 
Service Revenue - Affiliate (1)
9,730 48,618 55,691 114,039 
Product Revenue - Third Party98,102 286,704 — 384,806 
Product Revenue - Affiliate15,699 122,969 — 138,668 
Lease Revenue - Affiliate
187,108 47,410 76,578 311,096 
Total Revenue$371,110 $505,701 $143,598 $1,020,409 
Year ended December 31, 2022
Gathering and ProcessingWholesale Marketing and Terminalling Storage and TransportationConsolidated
Service Revenue - Third Party$29,199 $— $21,614 $50,813 
Service Revenue - Affiliate (1)
16,458 32,593 — 49,051 
Product Revenue - Third Party90,383 415,800 — 506,183 
Product Revenue - Affiliate52,692 90,298 — 142,990 
Lease Revenue - Affiliate116,695 50,193 120,482 287,370 
Total Revenue$305,427 $588,884 $142,096 $1,036,407 
(1) Net of $4.2 million of amortization expense for the year ended December 31, 2024 and $7.2 million of amortization expense for the both years ended December 31, 2023 and 2022, related to the marketing contract intangible recorded in the wholesale marketing and terminalling segment.
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Our unfulfilled performance obligations as of December 31, 2024 were as follows (in thousands):
2025$218,931 
2026200,432 
2027200,432 
2028154,123 
2029 and thereafter265,462 
Total expected revenue on remaining performance obligations$1,039,380 
v3.25.0.1
Net Income per Unit (Tables)
12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Net Income Per Unit
The calculation of net income per unit is as follows (in thousands, except unit and per unit amounts):
Year Ended December 31,
202420232022
Net income$142,685 $126,236 $159,052 
Less:
Limited partners' distribution declared on common units204,407 179,774 170,877 
Distributions declared on preferred units768 — — 
Undistributed net loss$(62,490)$(53,538)$(11,825)
Limited partners' earnings on common units:
Distributions$204,407 $179,774 $170,877 
Allocation of undistributed net loss(62,490)(53,538)(11,825)
Total limited partners' earnings on common units$141,917 $126,236 $159,052 
Weighted average limited partner units outstanding, basic47,452,138 43,583,938 43,487,910 
Dilutive effect of unvested phantom units27,110 27,376 23,740 
Weighted average limited partner units outstanding, diluted47,479,248 43,611,314 43,511,650 
Net income per limited partner unit:
Basic$2.99 $2.90 $3.66 
Diluted (1)
$2.99 $2.89 $3.66 
(1) There were 18,945, 41,790 and 7,511 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the years ended December 31, 2024, 2023 and 2022, respectively.
v3.25.0.1
Property, Plant and Equipment (Tables)
12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment
Depreciation is computed using the straight-line method over management’s estimated useful lives of the related assets. The estimated useful lives are as follows:
Years
Buildings and building improvements
15-40
Pipelines, tanks and terminals
10-40
Other equipment
3-15
Property, plant and equipment, at cost, consist of the following (in thousands):
December 31,
20242023
Land$17,052 $17,367 
Building and building improvements5,072 5,072 
Pipelines, tanks and terminals1,197,615 1,228,676 
Asset retirement obligation assets2,073 2,073 
Other equipment27,426 27,604 
Construction in progress126,153 39,718 
Property, plant and equipment1,375,391 1,320,510 
Less: accumulated depreciation(311,070)(384,359)
Property, plant and equipment, net$1,064,321 $936,151 
v3.25.0.1
Goodwill (Tables)
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
A summary of our goodwill by segment is as follows (in thousands):
Gathering and ProcessingWholesale Marketing and Terminalling Storage and Transportation Total
December 31, 2022$19,003 $7,499 $549 $27,051 
Goodwill Impairment(14,848)— — (14,848)
December 31, 20234,155 7,499 549 12,203 
December 31, 2024$4,155 $7,499 $549 $12,203 
v3.25.0.1
Other Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets
Our identifiable intangible assets are as follows (in thousands):
As of December 31, 2024As of December 31, 2023
Useful LifeGrossAccumulated AmortizationNet GrossAccumulated AmortizationNet
Intangible assets subject to amortization:
Customer relationships
11.6 - 13.4 years
$234,231 $(47,320)$186,911 $210,000 $(28,664)$181,336 
Marketing contract 20 years— — — 144,219 (42,064)102,155 
Rights-of-way assets
8 - 35 years
14,892 (1,778)13,114 14,892 (1,078)13,814 
Favorable contract
4.8 years
4,775 (307)4,468 — — — 
Intangible assets not subject to amortization:
Rights-of-way assets Indefinite76,965 76,965 45,722 45,722 
Total$330,863 $(49,405)$281,458 $414,833 $(71,806)$343,027 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Amortization expense for the next five years is estimated to be as follows (in thousands):
2025$21,618 
2026$21,618 
2027$21,618 
2028$21,618 
2029$21,059 
v3.25.0.1
Long-Term Obligations (Tables)
12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Debt
Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands):
December 31, 2024December 31, 2023
DKL Revolving Facility$435,400 $780,500 
DKL Term Facility— 281,250 
2029 Notes1,050,000 — 
2028 Notes400,000 400,000 
2025 Notes— 250,000 
Principal amount of long-term debt1,885,400 1,711,750 
Less: Unamortized discount and premium and deferred financing costs 10,003 7,961 
Total debt, net of unamortized discount and premium and deferred financing costs1,875,397 1,703,789 
Less: Current portion of long-term debt and notes payable— 30,000 
Long-term debt, net of current portion$1,875,397 $1,673,789 
Schedule of Maturities of Long-Term Debt
Principal maturities of the Partnership's existing third-party debt instruments for the next five years and thereafter are as follows as of December 31, 2024 (in thousands):
Year Ended December 31,Total
2025$— 
2026— 
2027435,400 
2028400,000 
20291,050,000 
Thereafter— 
Total$1,885,400 
v3.25.0.1
Equity (Tables)
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Schedule of Capital Units
The table below summarizes the changes in the number of units outstanding from December 31, 2022 through December 31, 2024.
Common - PublicCommon - Delek HoldingsTotal
Balance at December 31, 20218,774,053 34,696,800 43,470,853 
Delek Holdings resale of units385,522 (385,522)— 
Unit-based compensation awards (1)
38,538 — 38,538 
Issuance of units pursuant to the Equity Distribution Agreement59,192 — 59,192 
Balance at December 31, 20229,257,305 34,311,278 43,568,583 
Unit-based compensation awards (1)
42,458 — 42,458 
Balance at December 31, 20239,299,763 34,311,278 43,611,041 
Unit-based compensation awards (1)
67,364 — 67,364 
Equity offering units issued8,007,491 — 8,007,491 
Redemption of units associated with BSR Marketing Agreement— (2,500,000)(2,500,000)
Issuance of units in connection with W2W Acquisition— 2,300,000 2,300,000 
Balance at December 31, 202417,374,618 34,111,278 51,485,896 
(1) Unit-based compensation awards are presented net of 24,056, 18,694 and 12,224 units withheld for taxes as of December 31, 2024, 2023 and 2022, respectively.
Schedule of Distributions Made to Members or Limited Partners, by Distribution
Date of DistributionDistributions paid to Delek Holdings (in thousands)
February 12, 2024$36,198 
May 15, 202436,713 
August 14, 2024
37,181 
November 14, 202437,523 
Total$147,615 
February 9, 2023$34,998 
May 15, 202335,169 
August 14, 202335,512 
November 13, 202335,855 
Total$141,534 
February 8, 2022$33,829 
May 12, 202233,625 
August 11, 202233,797 
November 10, 202233,968 
Total$135,219 
The table below summarizes the quarterly distributions related to our quarterly financial results:
Quarter EndedTotal Quarterly Distribution Per Limited Partner UnitTotal Cash Distribution (in thousands)
December 31, 2021$0.975 $42,384 
March 31, 2022$0.980 $42,604 
June 30, 2022$0.985 $42,832 
September 30, 2022$0.990 $43,057 
December 31, 2022$1.020 $44,440 
March 31, 2023$1.025 $44,664 
June 30, 2023$1.035 $45,112 
September 30, 2023$1.045 $45,558 
December 31, 2023$1.055 $46,010 
March 31, 2024$1.070 $50,521 
June 30, 2024$1.090 $51,263 
September 30, 2024$1.100 $56,613 
December 31, 2024$1.105 $59,302 
v3.25.0.1
Equity Method Investments (Tables)
12 Months Ended
Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of Equity Method Investments
Summarized financial information for W2W Holdings on a 100% basis is shown below (in thousands):
As of December 31, 2024
Current Assets$193 
Non-current Assets$702,910 
Current liabilities$56,074 
Non-current liabilities$481,189 
Year Ended December 31,
2024
Revenues$88,603 
Gross profit$88,603 
Operating income$88,293 
Net income$59,442 
Combined summarized financial information for the three remaining joint ventures on a 100% basis is shown below (in thousands):
As of December 31, 2024As of December 31, 2023
Current Assets$44,655 $55,948 
Non-current Assets$588,441 $607,002 
Current liabilities$9,889 $8,994 
Non-current liabilities$572 $63 
Years Ended December 31,
202420232022
Revenues$134,736 $139,699 $140,634 
Gross profit$85,955 $89,132 $88,575 
Operating income$82,708 $84,349 $85,096 
Net income$84,131 $85,636 $85,311 
The Partnership's investment balances in these joint ventures were as follows (in thousands):
As of December 31, 2024As of December 31, 2023
Red River$136,455 $141,091 
W2W Holdings86,117 — 
CP LLC59,252 61,273 
Andeavor Logistics35,328 38,973 
Total Equity Method Investments$317,152 $241,337 
v3.25.0.1
Segment Data (Tables)
12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The following is a summary of business segment operating performance as measured by EBITDA for the periods indicated (in thousands):
Year Ended December 31, 2024
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate (1)
$180,763 $221,503 $115,516 $— $— $517,782 
Third party183,956 230,019 8,879 — — 422,854 
Total revenue$364,719 $451,522 $124,395 $— $— $940,636 
Cost of materials and other77,037 349,049 57,539 — 110 483,735 
Operating expenses80,317 14,820 18,299 — 9,298 122,734 
Income from equity method investments— — — (43,301)— (43,301)
Other segment items (3)
215 (4,076)232 — 34,184 30,555 
Segment EBITDA $207,150 $91,729 $48,325 $43,301 $(43,592)$346,913 
Depreciation and amortization80,144 5,256 7,609 — 3,366 96,375 
Amortization of marketing contract intangible— 4,206 — — — 4,206 
Interest income(23,338)(8,546)(15,908)— — (47,792)
Interest expense— — — — 150,960 150,960 
Income tax expense479 
Net income$142,685 
Capital spending (2)
$128,927 $2,727 $8,332 $— $— $139,986 
Year Ended December 31, 2023
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate (1)
$212,537 $218,997 $132,269 $— $— $563,803 
Third party158,573 286,704 11,329 — — 456,606 
Total revenue$371,110 $505,701 $143,598 $— $— $1,020,409 
Cost of materials and other83,118 388,536 63,710 — (2,737)532,627 
Operating expenses75,136 17,796 18,104 7,056 118,101 
Income from equity method investments— — — (31,433)— (31,433)
Other segment items (3)
13,393 (7,143)(2,066)— 26,650 30,834 
Segment EBITDA$199,463 $106,512 $63,850 $31,424 $(30,969)$370,280 
Depreciation and amortization72,181 7,055 9,839 — 3,309 92,384 
Amortization of marketing contract intangible— 7,211 — — — 7,211 
Interest expense— — — — 143,244 143,244 
Income tax expense1,205 
Net income$126,236 
Capital spending (2)
$74,683 $2,111 $4,548 $— $— $81,342 
Year ended December 31, 2022
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate (1)
$185,845 $173,084 $120,482 $— $— $479,411 
Third party119,582 415,800 21,614 — — 556,996 
Total revenue$305,427 $588,884 $142,096 $— $— $1,036,407 
Cost of materials and other81,525 491,453 66,953 — 1,432 641,363 
Operating expenses48,211 19,458 17,843 — 2,795 88,307 
Income from equity method investments— — — (31,683)— (31,683)
Other segment items (3)
441 (5,125)1,031 30,136 26,483 
Segment EBITDA$175,250 $83,098 $56,269 $31,683 $(34,363)$311,937 
Depreciation and amortization47,206 6,308 8,591 — 883 62,988 
Amortization of marketing contract intangible— 7,211 — — — 7,211 
Interest expense— — — — 82,304 82,304 
Income tax expense382
Net income$159,052 
Capital spending (2)
$122,594 $1,548 $6,528 $— $— $130,670 
(1) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the marketing contract intangible.
(2) Capital spending includes additions on an accrual basis.
(3) Other segment items include general and administrative expense, gain on disposal of assets, other income, net and the amortization of the marketing contract intangible in the wholesale marketing and terminalling segment. Additionally, our gathering and processing segment includes $14.8 million of goodwill impairment expense for the year ended December 31, 2023.
v3.25.0.1
Leases (Tables)
12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Lease, Cost
The components of lease cost are as follows (in thousands) (1):
Years Ended December 31,
202420232022
Operating lease cost$10,370 $11,533 $12,054 
Short-term lease cost7,359 5,031 2,541 
Variable lease cost1,261 3,826 4,803 
Total lease cost$18,990 $20,390 $19,398 
(1) Includes an immaterial amount of financing lease cost.
Supplemental balance sheet information related to leases is as follows:
Years Ended December 31,
20242023
Weighted-average remaining lease term (years) for operating leases3.43.5
Weighted-average discount rate (1) operating leases
7.4 %7.3 %
Weighted-average remaining lease term (years) for finance lease3.53.6
Weighted-average discount rate (1) finance lease
8.4 %7.2 %
(1) Our discount rate is primarily based on our incremental borrowing rate in accordance with ASC 842.
Supplemental cash flow and other information related to leases are as follows (in thousands):
Years Ended December 31,
202420232022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$(8,101)$(9,588)$(12,054)
Leased assets obtained in exchange for new operating lease liabilities$3,665 $3,804 $12,682 
Leased assets obtained in exchange for new financing lease liabilities$— $1,162 $35 
Finance Lease, Liability, to be Paid, Maturity
Maturities of lease liabilities as of December 31, 2024 are as follows (in thousands):
Year Ended December 31,OperatingFinance
2025$5,924 $283 
20262,871 263 
20271,906 263 
2028905 154 
2029234 — 
2030 and thereafter984 — 
Total lease payments12,824 963 
Less: present value discount1,480 127 
Lease liabilities$11,344 $836 
Lessee, Operating Lease, Liability, to be Paid, Maturity
Maturities of lease liabilities as of December 31, 2024 are as follows (in thousands):
Year Ended December 31,OperatingFinance
2025$5,924 $283 
20262,871 263 
20271,906 263 
2028905 154 
2029234 — 
2030 and thereafter984 — 
Total lease payments12,824 963 
Less: present value discount1,480 127 
Lease liabilities$11,344 $836 
Sales-type Lease, Lease Income
Lease income included in the consolidated statements of income and comprehensive income was as follows:
Year Ended December 31,
(in thousands)202420232022
Operating leases:
Lease revenue$268,843 $311,096 $287,370 
Sales-type leases:
Interest income (Sales-type rental revenue-fixed minimum)47,709 — — 
Lease revenue (Revenue from variable lease payments)7,673 — — 
Sales-type lease income$55,382 $— $— 
The following presents the consolidated financial statement impact of sales-type leases on commencement or modification date for the year ended December 31, 2024. There were no amounts recognized for the year ended December 31, 2023. These transactions are non-cash transactions. The amount recognized on commencement date was recorded in contributions in the consolidated statements of partners' equity (deficit), given the underlying agreements are between entities under common control.
Year Ended December 31,
(in thousands)2024
Lease receivables$217,263 
Unguaranteed residual assets10,573 
Property, plant and equipment, net(108,143)
Amount recognized on commencement date$119,693 
Schedule of Lease Payments to be Received
The following is a schedule of annual undiscounted minimum future lease cash receipts on the non-cancelable operating leases as of December 31, 2024 (in thousands):
2025$108,376 
2026105,957 
202793,867 
202863,306 
202957,194 
2030 and thereafter16,258 
Total minimum future lease revenue$444,958 
Sales-Type and Direct Financing Leases, Payment to be Received, Maturity
Annual future minimum undiscounted lease receipts under our sales-type leases were as follows as of December 31, 2024 (in thousands):
2025$104,323 
202683,926 
202778,858 
202878,858 
202978,858 
2030 and thereafter262,763 
Total minimum future lease revenue687,586 
Less: Imputed interest483,783 
Lease receivable (1)
$203,803 
Current lease receivables (2)
$22,783 
Long-term lease receivables (3)
$181,020 
Unguaranteed residual assets (3)
$12,106 
(1) This amount does not include the unguaranteed residual assets.
(2) Presented in Lease receivable - affiliate, in the consolidated balance sheets.
(3) Presented in Net lease investment - affiliate in the consolidated balance sheets.
Property, Plant, and Equipment, Lessor Asset under Operating Lease
The following table summarized our investment in assets held under operating lease by major classes (in thousands):
December 31,
20242023
Land$11,643 $14,946 
Building and building improvements387 853 
Pipelines, tanks and terminals419,528 664,567 
Other equipment2,229 3,856 
Property, plant and equipment433,787 684,222 
Less: accumulated depreciation143,961 253,955 
Property, plant and equipment, net$289,826 $430,267 
v3.25.0.1
Accounting Policies - Segment Reporting and Accounts Receivable (Details) - segment
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Concentration Risk [Line Items]    
Number of reportable segments 4  
Accounts Receivable | Customer Concentration Risk | Delek US Holdings, Inc.    
Concentration Risk [Line Items]    
Concentration risk, percentage   10.00%
Accounts Receivable | Customer Concentration Risk | Delek US Holdings, Inc. | Minimum    
Concentration Risk [Line Items]    
Concentration risk, percentage 10.00%  
v3.25.0.1
Accounting Policies - Property, Plant and Equipment (Details)
Dec. 31, 2024
Minimum | Buildings and building improvements  
Property, Plant and Equipment [Line Items]  
Estimated useful life (years) 15 years
Minimum | Pipelines, tanks and terminals  
Property, Plant and Equipment [Line Items]  
Estimated useful life (years) 10 years
Minimum | Other equipment  
Property, Plant and Equipment [Line Items]  
Estimated useful life (years) 3 years
Maximum | Buildings and building improvements  
Property, Plant and Equipment [Line Items]  
Estimated useful life (years) 40 years
Maximum | Pipelines, tanks and terminals  
Property, Plant and Equipment [Line Items]  
Estimated useful life (years) 40 years
Maximum | Other equipment  
Property, Plant and Equipment [Line Items]  
Estimated useful life (years) 15 years
v3.25.0.1
Accounting Policies - Intangible Assets (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]      
Impairment of goodwill $ 0 $ 14,848 $ 0
Minimum      
Acquired Finite-Lived Intangible Assets [Line Items]      
Estimated useful life (years) 5 years    
Maximum      
Acquired Finite-Lived Intangible Assets [Line Items]      
Estimated useful life (years) 35 years    
Marketing contract      
Acquired Finite-Lived Intangible Assets [Line Items]      
Estimated useful life (years) 20 years 20 years  
v3.25.0.1
Accounting Policies - Equity Method Investments (Details) - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Accounting Policies [Abstract]      
Equity method investment impairment $ 0 $ 0 $ 0
v3.25.0.1
Accounting Policies - Environmental Expenditures (Details)
12 Months Ended
Dec. 31, 2024
Minimum  
Loss Contingencies [Line Items]  
Expected expending period 15 years
Maximum  
Loss Contingencies [Line Items]  
Expected expending period 30 years
v3.25.0.1
Accounting Policies - Asset Retirement Obligations (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]    
Beginning balance $ 10,038 $ 9,333
Acquisition 4,852 0
Liabilities settled (171) 0
Accretion expense 920 705
Ending balance $ 15,639 $ 10,038
v3.25.0.1
Acquisitions - Gravity Acquisition (Details) - Gravity Water Holdings LLC - Subsequent Event
$ in Millions
Jan. 02, 2025
USD ($)
shares
Business Acquisition [Line Items]  
Business acquisition, percentage of voting interests acquired 100.00%
Adjusted purchase price $ 301.2
Cash paid for the adjusted purchase price 209.3
Cash deposit $ 22.8
Common Stock  
Business Acquisition [Line Items]  
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares 2,175,209
v3.25.0.1
Acquisitions - H2O Midstream Narrative (Details) - USD ($)
$ in Thousands
4 Months Ended 12 Months Ended
Sep. 11, 2024
Dec. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Asset Acquisition [Line Items]          
Revenues     $ 940,636 $ 1,020,409 $ 1,036,407
Net income     142,685 $ 126,236 $ 159,052
H2O Midstream          
Asset Acquisition [Line Items]          
Business acquisition, percentage of voting interests acquired 100.00%        
Adjusted purchase price $ 229,735        
Cash paid for the adjusted purchase price 159,735        
Business combination, consideration transferred, equity interests issued and issuable $ 70,000        
Business combination, incremental direct acquisition and integration costs     $ 7,400    
Revenues   $ 19,500      
Net income   $ 8,300      
v3.25.0.1
Acquisitions - H2O Midstream Estimated Purchase Price (Details) - H2O Midstream
$ in Thousands
Sep. 11, 2024
USD ($)
Business Acquisition [Line Items]  
Base purchase price: $ 230,000
Less: Adjusted Net Working Capital (as defined in the H2O Midstream Acquisition Agreement) (2,596)
Plus: various closing adjustments 2,331
Adjusted purchase price 229,735
Cash paid 159,735
Fair value of Preferred Units issued $ 70,000
v3.25.0.1
Acquisitions - H2O Midstream Schedule of Assets and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 11, 2024
Dec. 31, 2023
Rights-of-way assets      
Liabilities assumed:      
Rights-of-way assets $ 76,965   $ 45,722
Customer relationships      
Liabilities assumed:      
Intangibles, net 186,911   181,336
Favorable contract      
Liabilities assumed:      
Intangibles, net $ 4,468   $ 0
Estimated useful life (years) 4 years 9 months 18 days   4 years 9 months 18 days
H2O Midstream      
Assets acquired:      
Accounts receivables, net   $ 6,644  
Inventories   2,448  
Other current assets   879  
Property, plant and equipment   174,548  
Operating lease right-of-use assets   2,058  
Other non-current assets   21  
Total assets acquired   244,095  
Liabilities assumed:      
Accounts payable   1,833  
Accrued expenses and other current liabilities   7,178  
Current portion of operating lease liabilities   278  
Asset retirement obligations   4,852  
Operating lease liabilities, net of current portion   219  
Total liabilities assumed   14,360  
Fair value of net assets acquired   229,735  
H2O Midstream | Rights-of-way assets      
Liabilities assumed:      
Rights-of-way assets   28,500  
H2O Midstream | Customer relationships      
Assets acquired:      
Customer relationship intangible, other intangibles   24,229  
Liabilities assumed:      
Intangibles, net   $ 24,200  
Estimated useful life (years)   13 years 4 months 24 days  
H2O Midstream | Other intangibles      
Assets acquired:      
Customer relationship intangible, other intangibles   $ 33,268  
H2O Midstream | Favorable contract      
Liabilities assumed:      
Intangibles, net   $ 4,800  
Estimated useful life (years)   4 years 9 months 18 days  
v3.25.0.1
Acquisitions - Pro Forma Financial Information (Details) - H2O Midstream - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Business Acquisition [Line Items]    
Net sales $ 985,232 $ 1,107,103
Net income attributable to partners $ 156,238 $ 142,376
v3.25.0.1
Acquisitions - Wink to Webster Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Aug. 05, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Business Acquisition [Line Items]        
Payments to acquire equity method investments   $ 500 $ 0 $ 0
Equity method investments   317,152 241,337  
W2W Holdings LLC        
Business Acquisition [Line Items]        
Equity method investment, ownership percentage 50.00%      
Payments to acquire equity method investments $ 83,900      
Payments to acquire equity method investments, post-closing adjustment 2,700      
Payments to acquire equity method investments, payable forgiveness $ 60,000      
Payments to acquire equity method investments, equity interests issued and issuable (in shares) 2,300,000      
Equity method investments $ 81,100 $ 86,117 $ 0  
Reduction in equity, attributable to acquisition $ 62,800      
Wink to Webster Pipeline LLC        
Business Acquisition [Line Items]        
Indirect interest, ownership percentage 15.60%      
v3.25.0.1
Acquisitions - Delaware Gathering Narrative (Details) - USD ($)
$ in Millions
Jun. 01, 2022
Apr. 08, 2022
3 Bear Delaware Holding – NM, LLC    
Business Acquisition [Line Items]    
Business acquisition, percentage of voting interests acquired   100.00%
Delaware Gathering Acquisition    
Business Acquisition [Line Items]    
Business Combination, Consideration Transferred, Net $ 628.3  
v3.25.0.1
Related Party Transactions - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Aug. 05, 2024
Nov. 07, 2012
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 22, 2021
Related Party Transaction [Line Items]            
Contract with parent, agreement, extension, term 5 years          
Redemption of Delek Logistics common units (in shares)     2,500,000      
Number of units authorized for purchase (in shares)           434,590
Issuance of units (in units)     8,007,491      
Issuance of units     $ 297,855      
Common- Public | Limited Partner            
Related Party Transaction [Line Items]            
Redemption of Delek Logistics common units (in shares)     0      
Issuance of units (in units)     8,007,491   385,522  
Proceeds from sale of interest in partnership unit         $ 16,400  
Issuance of units     $ 297,855   13,600  
Contract Intangible            
Related Party Transaction [Line Items]            
Intangibles, net $ 97,900          
Common Stock            
Related Party Transaction [Line Items]            
Redemption of Delek Logistics common units (in shares) 2,500,000          
Minimum            
Related Party Transaction [Line Items]            
Contract with parent, agreement, term 5 years          
Maximum            
Related Party Transaction [Line Items]            
Contract with parent, agreement, term 7 years          
Affiliated Entity | DPG Management Agreement, Operating Service And Construction Fee Paid To Partnership            
Related Party Transaction [Line Items]            
Fees paid to the Partnership     1,500 $ 1,600 1,500  
Affiliated Entity | Omnibus Agreement            
Related Party Transaction [Line Items]            
Obligation to pay annual fee   $ 4,400        
Affiliated Entity | Omnibus Agreement | Delek US            
Related Party Transaction [Line Items]            
Reimbursement of capital expenditures by Delek Holdings     0 20 0  
Receivable from related parties     0 0    
Affiliated Entity | Omnibus Agreement | Delek US | Operating and maintenance expenses            
Related Party Transaction [Line Items]            
Recovery of direct costs     $ 0 0 0  
Affiliated Entity | Minimum            
Related Party Transaction [Line Items]            
Initial term of agreement     5 years      
Affiliated Entity | Maximum            
Related Party Transaction [Line Items]            
Initial term of agreement     10 years      
General Partner | Operating and maintenance expenses | Partnership Agreement            
Related Party Transaction [Line Items]            
Payment for management fee     $ 42,300 $ 31,000 $ 34,600  
v3.25.0.1
Related Party Transactions - Summary of Transactions (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]      
Revenues $ 940,636 $ 1,020,409 $ 1,036,407
Interest income from sales-type leases 47,709 0 0
Operating and maintenance expenses 122,734 118,101 88,307
Affiliated Entity      
Related Party Transaction [Line Items]      
Revenues [1] 517,782 563,803 479,411
Purchases from Affiliates 349,321 396,333 496,184
Interest income from sales-type leases 47,709 0 0
Operating and maintenance expenses 64,778 64,636 53,803
General and administrative expenses $ 12,040 $ 14,908 $ 13,565
[1] See Note 4 for a description of our material affiliate revenue and purchases transactions.
v3.25.0.1
Related Party Transactions - Quarterly Cash Distributions Paid (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2021
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]                                
Distribution made to limited partner, cash distributions paid $ 59,302 $ 56,613 $ 51,263 $ 50,521 $ 46,010 $ 45,558 $ 45,112 $ 44,664 $ 44,440 $ 43,057 $ 42,832 $ 42,604 $ 42,384      
Affiliated Entity                                
Related Party Transaction [Line Items]                                
Distribution made to limited partner, cash distributions paid $ 37,523 $ 37,181 $ 36,713 $ 36,198 $ 35,855 $ 35,512 $ 35,169 $ 34,998 $ 33,968 $ 33,797 $ 33,625 $ 33,829   $ 147,615 $ 141,534 $ 135,219
v3.25.0.1
Revenues - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of Revenue [Line Items]      
Revenue, remaining performance obligation $ 1,039,380    
Delek US | Sales Revenue | Customer Concentration Risk      
Disaggregation of Revenue [Line Items]      
Concentration risk, percentage 55.00% 55.30% 46.30%
Minimum | Affiliated Entity      
Disaggregation of Revenue [Line Items]      
Initial term of agreement 5 years    
Maximum | Affiliated Entity      
Disaggregation of Revenue [Line Items]      
Initial term of agreement 10 years    
v3.25.0.1
Revenues - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of Revenue [Line Items]      
Revenues $ 940,636 $ 1,020,409 $ 1,036,407
Amortization of marketing contract intangible 4,206 7,211 7,211
Affiliated Entity      
Disaggregation of Revenue [Line Items]      
Revenues [1] 517,782 563,803 479,411
Lease Revenue - Affiliate 276,516 311,096 287,370
Service Revenue - Third Party      
Disaggregation of Revenue [Line Items]      
Revenues 84,232 71,800 50,813
Service Revenue - Affiliate      
Disaggregation of Revenue [Line Items]      
Revenues 92,837 114,039 49,051
Product Revenue - Third Party      
Disaggregation of Revenue [Line Items]      
Revenues 338,622 384,806 506,183
Product Revenue - Affiliate      
Disaggregation of Revenue [Line Items]      
Revenues 148,429 138,668 142,990
Gathering and Processing      
Disaggregation of Revenue [Line Items]      
Revenues 364,719 371,110 305,427
Gathering and Processing | Affiliated Entity      
Disaggregation of Revenue [Line Items]      
Lease Revenue - Affiliate 150,104 187,108 116,695
Gathering and Processing | Service Revenue - Third Party      
Disaggregation of Revenue [Line Items]      
Revenues 75,353 60,471 29,199
Gathering and Processing | Service Revenue - Affiliate      
Disaggregation of Revenue [Line Items]      
Revenues 14,111 9,730 16,458
Gathering and Processing | Product Revenue - Third Party      
Disaggregation of Revenue [Line Items]      
Revenues 108,603 98,102 90,383
Gathering and Processing | Product Revenue - Affiliate      
Disaggregation of Revenue [Line Items]      
Revenues 16,548 15,699 52,692
Wholesale Marketing and Terminalling      
Disaggregation of Revenue [Line Items]      
Revenues 451,522 505,701 588,884
Wholesale Marketing and Terminalling | Affiliated Entity      
Disaggregation of Revenue [Line Items]      
Lease Revenue - Affiliate 65,765 47,410 50,193
Wholesale Marketing and Terminalling | Service Revenue - Third Party      
Disaggregation of Revenue [Line Items]      
Revenues 0 0 0
Wholesale Marketing and Terminalling | Service Revenue - Affiliate      
Disaggregation of Revenue [Line Items]      
Revenues 23,857 48,618 32,593
Wholesale Marketing and Terminalling | Product Revenue - Third Party      
Disaggregation of Revenue [Line Items]      
Revenues 230,019 286,704 415,800
Wholesale Marketing and Terminalling | Product Revenue - Affiliate      
Disaggregation of Revenue [Line Items]      
Revenues 131,881 122,969 90,298
Storage and Transportation      
Disaggregation of Revenue [Line Items]      
Revenues 124,395 143,598 142,096
Storage and Transportation | Affiliated Entity      
Disaggregation of Revenue [Line Items]      
Lease Revenue - Affiliate 60,647 76,578 120,482
Storage and Transportation | Service Revenue - Third Party      
Disaggregation of Revenue [Line Items]      
Revenues 8,879 11,329 21,614
Storage and Transportation | Service Revenue - Affiliate      
Disaggregation of Revenue [Line Items]      
Revenues 54,869 55,691 0
Storage and Transportation | Product Revenue - Third Party      
Disaggregation of Revenue [Line Items]      
Revenues 0 0 0
Storage and Transportation | Product Revenue - Affiliate      
Disaggregation of Revenue [Line Items]      
Revenues $ 0 $ 0 $ 0
[1] See Note 4 for a description of our material affiliate revenue and purchases transactions.
v3.25.0.1
Revenues - Remaining Performance Obligation (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation $ 1,039,380
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation $ 218,931
Revenue, remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation $ 200,432
Revenue, remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation $ 200,432
Revenue, remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation $ 154,123
Revenue, remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation $ 265,462
Revenue, remaining performance obligation, expected timing of satisfaction
v3.25.0.1
Net Income per Unit (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Net income per unit [Line Items]      
Net income $ 142,685 $ 126,236 $ 159,052
Distributions declared on preferred units 768 0 0
Undistributed net loss $ (62,490) $ (53,538) $ (11,825)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]      
Weighted average limited partner units outstanding, basic (in units) 47,452,138 43,583,938 43,487,910
Dilutive effect of unvested phantom units (in units) 27,110 27,376 23,740
Weighted average limited partner units outstanding, diluted (in units) 47,479,248 43,611,314 43,511,650
Net income per limited partner unit:      
Basic (in dollars per unit) $ 2.99 $ 2.90 $ 3.66
Diluted (in dollars per unit) $ 2.99 $ 2.89 $ 3.66
Common units excluded from computation of earnings per share (in units) 18,945 41,790 7,511
Limited Partner      
Net income per unit [Line Items]      
Net income $ 141,917    
Limited partners' distribution 204,407 $ 179,774 $ 170,877
Undistributed net loss $ (62,490) $ (53,538) $ (11,825)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]      
Weighted average limited partner units outstanding, basic (in units) 47,452,138 43,583,938 43,487,910
Net income per limited partner unit:      
Basic (in dollars per unit) $ 2.99 $ 2.90 $ 3.66
Diluted (in dollars per unit) $ 2.99 $ 2.89 $ 3.66
Limited Partner | Common Units      
Net income per unit [Line Items]      
Total limited partners' earnings on common units $ 141,917 $ 126,236 $ 159,052
v3.25.0.1
Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]      
Property, plant and equipment $ 1,375,391 $ 1,320,510  
Less: accumulated depreciation (311,070) (384,359)  
Property, plant and equipment, net 1,064,321 936,151  
Depreciation expense 76,400 72,600 $ 51,200
Land      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment 17,052 17,367  
Building and building improvements      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment 5,072 5,072  
Pipelines, tanks and terminals      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment 1,197,615 1,228,676  
Asset retirement obligation assets      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment 2,073 2,073  
Other equipment      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment 27,426 27,604  
Construction in progress      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment $ 126,153 $ 39,718  
v3.25.0.1
Goodwill - Narrative (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]      
Impairment of goodwill $ 0 $ 14,848 $ 0
Goodwill, fair value estimates, discount rate 0.16    
Accumulated goodwill impairment $ 14,800 $ 14,800  
v3.25.0.1
Goodwill - Summary (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill [Roll Forward]      
Beginning balance $ 12,203 $ 27,051  
Goodwill Impairment 0 (14,848) $ 0
Ending balance 12,203 12,203 27,051
Gathering and Processing      
Goodwill [Roll Forward]      
Beginning balance 4,155 19,003  
Goodwill Impairment (14,848) (14,800)  
Ending balance 4,155 4,155 19,003
Wholesale Marketing and Terminalling      
Goodwill [Roll Forward]      
Beginning balance 7,499 7,499  
Goodwill Impairment   0  
Ending balance 7,499 7,499 7,499
Storage and Transportation      
Goodwill [Roll Forward]      
Beginning balance 549 549  
Goodwill Impairment   0  
Ending balance $ 549 $ 549 $ 549
v3.25.0.1
Other Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Other Intangible Assets [Line Items]    
Accumulated amortization $ (49,405) $ (71,806)
Intangible assets, gross 330,863 414,833
Intangible assets, net $ 281,458 343,027
Minimum    
Other Intangible Assets [Line Items]    
Estimated useful life (years) 5 years  
Maximum    
Other Intangible Assets [Line Items]    
Estimated useful life (years) 35 years  
Rights-of-way assets    
Other Intangible Assets [Line Items]    
Rights-of-way assets $ 76,965 45,722
Customer relationships    
Other Intangible Assets [Line Items]    
Intangible assets, gross 234,231 210,000
Accumulated amortization (47,320) (28,664)
Intangible assets, net $ 186,911 $ 181,336
Customer relationships | Minimum    
Other Intangible Assets [Line Items]    
Estimated useful life (years) 11 years 7 months 6 days 11 years 7 months 6 days
Customer relationships | Maximum    
Other Intangible Assets [Line Items]    
Estimated useful life (years) 13 years 4 months 24 days 13 years 4 months 24 days
Marketing contract    
Other Intangible Assets [Line Items]    
Estimated useful life (years) 20 years 20 years
Intangible assets, gross $ 0 $ 144,219
Accumulated amortization 0 (42,064)
Intangible assets, net 0 102,155
Rights-of-way assets    
Other Intangible Assets [Line Items]    
Intangible assets, gross 14,892 14,892
Accumulated amortization (1,778) (1,078)
Intangible assets, net $ 13,114 $ 13,814
Rights-of-way assets | Minimum    
Other Intangible Assets [Line Items]    
Estimated useful life (years) 8 years 8 years
Rights-of-way assets | Maximum    
Other Intangible Assets [Line Items]    
Estimated useful life (years) 35 years 35 years
Favorable contract    
Other Intangible Assets [Line Items]    
Estimated useful life (years) 4 years 9 months 18 days 4 years 9 months 18 days
Intangible assets, gross $ 4,775 $ 0
Accumulated amortization (307) 0
Intangible assets, net $ 4,468 $ 0
v3.25.0.1
Other Intangible Assets - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Customer relationships and rights-of-way      
Other Intangible Assets [Line Items]      
Amortization of marketing contract intangible $ 19.6 $ 18.7 $ 10.9
Marketing contract      
Other Intangible Assets [Line Items]      
Amortization of marketing contract intangible $ 4.2 $ 7.2 $ 7.2
v3.25.0.1
Other Intangible Assets - Schedule of Future Amortization Expense (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2025 $ 21,618
2026 21,618
2027 21,618
2028 21,618
2029 $ 21,059
v3.25.0.1
Long-Term Obligations - Schedule of Outstanding Borrowings (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Principal amount of long-term debt $ 1,885,400 $ 1,711,750
Less: Unamortized discount and premium and deferred financing costs 10,003 7,961
Total debt, net of unamortized discount and premium and deferred financing costs 1,875,397 1,703,789
Less: Current portion of long-term debt and notes payable 0 30,000
Long-term debt, net of current portion 1,875,397 1,673,789
DKL Revolving Facility | Line of Credit | Revolving Credit Facility    
Debt Instrument [Line Items]    
Principal amount of long-term debt 435,400 780,500
DKL Term Facility | Line of Credit    
Debt Instrument [Line Items]    
Principal amount of long-term debt 0 281,250
2029 Notes | Senior Notes    
Debt Instrument [Line Items]    
Principal amount of long-term debt 1,050,000 0
2028 Notes | Senior Notes    
Debt Instrument [Line Items]    
Principal amount of long-term debt 400,000 400,000
2025 Notes | Senior Notes    
Debt Instrument [Line Items]    
Principal amount of long-term debt $ 0 $ 250,000
v3.25.0.1
Long-Term Obligations - DKL Credit Facility (Details)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 29, 2024
USD ($)
Mar. 13, 2024
USD ($)
Nov. 06, 2023
USD ($)
Oct. 13, 2022
USD ($)
Dec. 31, 2024
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Debt Instrument [Line Items]                
Loss on extinguishment of debt           $ 3,571 $ 0
DKL Revolver, Senior Secured Revolving Commitment | Line of Credit | Minimum                
Debt Instrument [Line Items]                
Unused capacity, commitment fee percentage       0.30%        
DKL Revolver, Senior Secured Revolving Commitment | Line of Credit | Maximum                
Debt Instrument [Line Items]                
Unused capacity, commitment fee percentage       0.50%        
Related Party Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR)                
Debt Instrument [Line Items]                
Variable rate     3.00%          
Revolving Credit Facility | DKL Revolver, Delek Logistics Term Facility | Secured Debt                
Debt Instrument [Line Items]                
Maximum borrowing capacity       $ 300,000        
Repayments of debt   $ 281,300            
Loss on extinguishment of debt             $ 2,100  
Revolving Credit Facility | DKL Revolver, Delek Logistics Term Facility | Secured Debt | Debt Instrument, Interest Rate Period One                
Debt Instrument [Line Items]                
Variable rate       3.50%        
Revolving Credit Facility | DKL Revolver, Delek Logistics Term Facility | Secured Debt | Debt Instrument, Interest Rate Period Two                
Debt Instrument [Line Items]                
Variable rate       4.00%        
Revolving Credit Facility | DKL Revolver, Delek Logistics Term Facility | Secured Debt | Prime Rate | Debt Instrument, Interest Rate Period One                
Debt Instrument [Line Items]                
Variable rate       2.50%        
Revolving Credit Facility | DKL Revolver, Delek Logistics Term Facility | Secured Debt | Prime Rate | Debt Instrument, Interest Rate Period Two                
Debt Instrument [Line Items]                
Variable rate       3.00%        
Revolving Credit Facility | DKL Revolver, Delek Logistics Term Facility | Secured Debt | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period One                
Debt Instrument [Line Items]                
Variable rate       0.10%        
Revolving Credit Facility | DKL Revolver, Delek Logistics Term Facility | Secured Debt | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period Two                
Debt Instrument [Line Items]                
Variable rate       0.25%        
Revolving Credit Facility | DKL Term Facility | Line of Credit                
Debt Instrument [Line Items]                
Weighted average interest rate             9.46%  
Revolving Credit Facility | Fourth Amendment | Line of Credit                
Debt Instrument [Line Items]                
Increase in line of credit facility $ 100,000              
Revolving Credit Facility | DKL Revolver, Senior Secured Revolving Commitment | Line of Credit                
Debt Instrument [Line Items]                
Maximum borrowing capacity 1,150,000              
Weighted average interest rate         7.27% 7.27% 8.46%  
Unused capacity, commitment fee percentage         0.40%      
Revolving Credit Facility | DKL Revolver, Senior Secured Revolving Commitment | Line of Credit | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period One                
Debt Instrument [Line Items]                
Variable rate       0.10%        
Revolving Credit Facility | DKL Revolver, Senior Secured Revolving Commitment | Line of Credit | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period Two                
Debt Instrument [Line Items]                
Variable rate       0.25%        
Revolving Credit Facility | DKL Revolver, Senior Secured Revolving Commitment | Line of Credit | Minimum | Prime Rate                
Debt Instrument [Line Items]                
Variable rate       1.00%        
Revolving Credit Facility | DKL Revolver, Senior Secured Revolving Commitment | Line of Credit | Minimum | Total Leverage Ratio Interest Rate                
Debt Instrument [Line Items]                
Variable rate       2.00%        
Revolving Credit Facility | DKL Revolver, Senior Secured Revolving Commitment | Line of Credit | Maximum | Prime Rate                
Debt Instrument [Line Items]                
Variable rate       2.00%        
Revolving Credit Facility | DKL Revolver, Senior Secured Revolving Commitment | Line of Credit | Maximum | Total Leverage Ratio Interest Rate                
Debt Instrument [Line Items]                
Variable rate       3.00%        
Revolving Credit Facility | DKL Revolver | Line of Credit                
Debt Instrument [Line Items]                
Leverage ratio       5.25        
Senior leverage ratio       3.75        
Maximum interest coverage ratio       2.00        
Revolving Credit Facility | Related Party Revolving Credit Facility | Line of Credit                
Debt Instrument [Line Items]                
Maximum borrowing capacity     $ 70,000          
Revolving Credit Facility | Related Party Revolving Credit Facility | Senior Tranche                
Debt Instrument [Line Items]                
Maximum borrowing capacity     55,000          
Revolving Credit Facility | Related Party Revolving Credit Facility | Subordinated Tranche                
Debt Instrument [Line Items]                
Maximum borrowing capacity     $ 15,000          
US LC Sublimit | DKL Revolver | Letter of Credit                
Debt Instrument [Line Items]                
Maximum borrowing capacity 146,900              
US Swing Line Sublimit | DKL Revolver | Line of Credit                
Debt Instrument [Line Items]                
Maximum borrowing capacity $ 31,900              
v3.25.0.1
Long-Term Obligations - Senior Notes (Details) - USD ($)
$ in Thousands
12 Months Ended
Mar. 13, 2024
May 24, 2021
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Aug. 16, 2024
Apr. 17, 2024
May 31, 2018
Debt Instrument [Line Items]                
Loss on extinguishment of debt     $ 3,571 $ 0      
2029 Notes | Senior Notes                
Debt Instrument [Line Items]                
Debt instrument, face amount $ 650,000              
Debt instrument, interest rate, stated percentage 8.625%         8.625% 8.625%  
Debt instrument, redemption price, percentage of principal amount redeemed 35.00%              
Debt issuance costs $ 17,500              
Effective interest rate     8.82%          
2029 Notes | Senior Notes | Debt Instrument, Redemption, Period One                
Debt Instrument [Line Items]                
Redemption price percentage 108.625%              
2029 Notes | Senior Notes | Debt Instrument, Redemption, Period Two                
Debt Instrument [Line Items]                
Redemption price percentage 104.313%              
2029 Notes | Senior Notes | Debt Instrument, Redemption, Period Three                
Debt Instrument [Line Items]                
Redemption price percentage 102.156%              
2029 Notes | Senior Notes | Debt Instrument, Redemption, Period Four                
Debt Instrument [Line Items]                
Redemption price percentage 100.00%              
2029 Notes | Senior Notes | Level 1                
Debt Instrument [Line Items]                
Long-term debt, fair value     $ 1,086,900          
Additional 2029 Notes | Senior Notes                
Debt Instrument [Line Items]                
Debt instrument, face amount           $ 200,000 $ 200,000  
Debt instrument, premium percentage           1.0325 1.0125  
Redemption price percentage 101.00%              
Debt instrument, unamortized premium           $ 9,000    
2028 Notes | Senior Notes                
Debt Instrument [Line Items]                
Debt instrument, face amount   $ 400,000            
Debt instrument, interest rate, stated percentage   7.125%            
Effective interest rate     7.38%          
2028 Notes | Senior Notes | Debt Instrument, Redemption, Period Three                
Debt Instrument [Line Items]                
Debt instrument, redemption price, percentage of principal amount redeemed   103.56%            
2028 Notes | Senior Notes | Debt Instrument, Redemption, Period Four                
Debt Instrument [Line Items]                
Debt instrument, redemption price, percentage of principal amount redeemed   101.78%            
2028 Notes | Senior Notes | Debt Instrument, Redemption, Period Five                
Debt Instrument [Line Items]                
Debt instrument, redemption price, percentage of principal amount redeemed   100.00%            
2028 Notes | Senior Notes | Debt Instrument, Redemption, Change of Control                
Debt Instrument [Line Items]                
Debt instrument, redemption price, percentage of principal amount redeemed   101.00%            
2028 Notes | Senior Notes | Level 1                
Debt Instrument [Line Items]                
Long-term debt, fair value     $ 399,100 380,400        
2025 Notes | Senior Notes                
Debt Instrument [Line Items]                
Debt instrument, face amount               $ 250,000
Debt instrument, interest rate, stated percentage               6.75%
Repayments of debt     156,200          
Loss on extinguishment of debt     $ 1,500          
2025 Notes | Senior Notes | Level 1                
Debt Instrument [Line Items]                
Long-term debt, fair value       $ 248,700        
v3.25.0.1
Long-Term Obligations - Maturities of Long-term Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Debt Disclosure [Abstract]    
2025 $ 0  
2026 0  
2027 435,400  
2028 400,000  
2029 1,050,000  
Thereafter 0  
Total $ 1,885,400 $ 1,711,750
v3.25.0.1
Equity - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2024
Oct. 10, 2024
Mar. 12, 2024
Dec. 31, 2024
Dec. 31, 2022
Apr. 25, 2024
Nov. 14, 2022
Limited Partners' Capital Account [Line Items]              
Public offering, offering price (in dollars per share)   $ 39.00 $ 38.50        
Common stock, authorized amount, value           $ 500,000 $ 100,000
Issuance of units (in units)       8,007,491      
Issuance of units       $ 297,855      
Public Stock Offering              
Limited Partners' Capital Account [Line Items]              
Shares issued in public offering (in shares)   4,423,075 3,584,416        
Proceeds from public offering   $ 165,600 $ 132,200        
Underwriting discounts   $ 6,600 $ 5,500        
Issuance of units (in units)         0    
Issuance of units         $ 0    
Over-Allotment Option              
Limited Partners' Capital Account [Line Items]              
Shares issued in public offering (in shares)   576,922 467,532        
Equity Distribution Agreement              
Limited Partners' Capital Account [Line Items]              
Issuance of units (in units)         59,192    
Issuance of units         $ 3,096    
Delek US Holdings, Inc.              
Limited Partners' Capital Account [Line Items]              
Delek's limited partner interest 66.30%            
Common - Delek Holdings              
Limited Partners' Capital Account [Line Items]              
Common unitholders, outstanding (in units) 17,374,618     17,374,618      
Common - Public              
Limited Partners' Capital Account [Line Items]              
Common unitholders, outstanding (in units) 34,111,278     34,111,278      
v3.25.0.1
Equity - Units Rollforward (Details) - shares
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Increase (Decrease) in Partners' Capital [Roll Forward]      
Beginning balance (in units) 43,611,041 43,568,583 43,470,853
Units issued (in units) (8,007,491)    
Unit-based compensation awards (in units) 67,364 42,458 38,538
Redemption of units associated with BSR Marketing Agreement (in shares) (2,500,000)    
Ending balance (in units) 51,485,896 43,611,041 43,568,583
Units withheld for taxes (in units) 24,056 18,694 12,224
Public Stock Offering      
Increase (Decrease) in Partners' Capital [Roll Forward]      
Units issued (in units)     0
Equity Distribution Agreement      
Increase (Decrease) in Partners' Capital [Roll Forward]      
Units issued (in units)     (59,192)
W2W Holdings LLC      
Increase (Decrease) in Partners' Capital [Roll Forward]      
Issuance of units in connection with W2W acquisition (in shares) 2,300,000    
Common - Public | Limited Partner      
Increase (Decrease) in Partners' Capital [Roll Forward]      
Beginning balance (in units) 9,299,763 9,257,305 8,774,053
Units issued (in units) (8,007,491)   (385,522)
Unit-based compensation awards (in units) 67,364 42,458 38,538
Redemption of units associated with BSR Marketing Agreement (in shares) 0    
Ending balance (in units) 17,374,618 9,299,763 9,257,305
Common - Public | Limited Partner | Public Stock Offering      
Increase (Decrease) in Partners' Capital [Roll Forward]      
Units issued (in units)     (385,522)
Common - Public | Limited Partner | Equity Distribution Agreement      
Increase (Decrease) in Partners' Capital [Roll Forward]      
Units issued (in units)     (59,192)
Common - Public | Limited Partner | W2W Holdings LLC      
Increase (Decrease) in Partners' Capital [Roll Forward]      
Issuance of units in connection with W2W acquisition (in shares) 0    
Common - Delek Holdings | Limited Partner      
Increase (Decrease) in Partners' Capital [Roll Forward]      
Beginning balance (in units) 34,311,278 34,311,278 34,696,800
Units issued (in units) 0    
Unit-based compensation awards (in units) 0 0 0
Redemption of units associated with BSR Marketing Agreement (in shares) (2,500,000)    
Ending balance (in units) 34,111,278 34,311,278 34,311,278
Common - Delek Holdings | Limited Partner | Public Stock Offering      
Increase (Decrease) in Partners' Capital [Roll Forward]      
Units issued (in units)     (385,522)
Common - Delek Holdings | Limited Partner | Equity Distribution Agreement      
Increase (Decrease) in Partners' Capital [Roll Forward]      
Units issued (in units)     0
Common - Delek Holdings | Limited Partner | W2W Holdings LLC      
Increase (Decrease) in Partners' Capital [Roll Forward]      
Issuance of units in connection with W2W acquisition (in shares) 2,300,000    
v3.25.0.1
Equity - Cash Distributions (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2021
Equity [Abstract]                          
Total Quarterly Distribution Per Limited Partner Unit (in dollars per share) $ 1.105 $ 1.100 $ 1.090 $ 1.070 $ 1.055 $ 1.045 $ 1.035 $ 1.025 $ 1.020 $ 0.990 $ 0.985 $ 0.980 $ 0.975
Total Cash Distribution (in thousands) $ 59,302 $ 56,613 $ 51,263 $ 50,521 $ 46,010 $ 45,558 $ 45,112 $ 44,664 $ 44,440 $ 43,057 $ 42,832 $ 42,604 $ 42,384
v3.25.0.1
Preferred Units (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Oct. 10, 2024
Sep. 11, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Redeemable Noncontrolling Interest [Line Items]          
Preferred units issued (in shares)   70,000      
Distributions per share (in dollars per share)   $ 41.04      
Preferred units, redemption price (in dollars per share)   $ 1,000      
Shares redeemed (in shares) 70,000        
Redemption payment $ 70,800   $ 70,768 $ 0 $ 0
H2O Midstream          
Redeemable Noncontrolling Interest [Line Items]          
Business combination, consideration transferred, equity interests issued and issuable   $ 70,000      
v3.25.0.1
Equity Method Investments - Narrative (Details)
12 Months Ended
Dec. 31, 2024
jointVenture
Red River  
Schedule of Equity Method Investments [Line Items]  
Equity method investment, ownership percentage 33.00%
CP LLC And Rangeland Energy  
Schedule of Equity Method Investments [Line Items]  
Number of joint ventures 2
CP LLC  
Schedule of Equity Method Investments [Line Items]  
Equity method investment, ownership percentage 50.00%
Andeavor Logistics  
Schedule of Equity Method Investments [Line Items]  
Equity method investment, ownership percentage 33.00%
v3.25.0.1
Equity Method Investments - Summarized Financial Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]      
Current Assets $ 145,892 $ 76,269  
Current liabilities 88,778 90,590  
Non-current liabilities 1,917,253 1,713,525  
Revenues 940,636 1,020,409 $ 1,036,407
Operating income 202,826 238,949 209,682
Net income 142,685 126,236 159,052
W2W Holdings LLC      
Schedule of Equity Method Investments [Line Items]      
Current Assets 193    
Non-current Assets 702,910    
Current liabilities 56,074    
Non-current liabilities 481,189    
Revenues 88,603    
Gross profit 88,603    
Operating income 88,293    
Net income 59,442    
Equity Method Investment, Nonconsolidated Investee or Group of Investees      
Schedule of Equity Method Investments [Line Items]      
Current Assets 44,655 55,948  
Non-current Assets 588,441 607,002  
Current liabilities 9,889 8,994  
Non-current liabilities 572 63  
Revenues 134,736 139,699 140,634
Gross profit 85,955 89,132 88,575
Operating income 82,708 84,349 85,096
Net income $ 84,131 $ 85,636 $ 85,311
v3.25.0.1
Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Aug. 05, 2024
Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]      
Equity method investments $ 317,152   $ 241,337
Red River      
Schedule of Equity Method Investments [Line Items]      
Equity method investments 136,455   141,091
W2W Holdings LLC      
Schedule of Equity Method Investments [Line Items]      
Equity method investments 86,117 $ 81,100 0
CP LLC      
Schedule of Equity Method Investments [Line Items]      
Equity method investments 59,252   61,273
Andeavor Logistics      
Schedule of Equity Method Investments [Line Items]      
Equity method investments $ 35,328   $ 38,973
v3.25.0.1
Segment Data - Narrative (Details)
12 Months Ended
Dec. 31, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segments 4
v3.25.0.1
Segment Data - Schedule of Segments (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]      
Revenues $ 940,636 $ 1,020,409 $ 1,036,407
Cost of materials and other 483,735 532,627 641,363
Operating expenses 122,734 118,101 88,307
Income from equity method investments (43,301) (31,433) (31,683)
Other segment items 30,555 30,834 26,483
Segment EBITDA 346,913 370,280 311,937
Depreciation and amortization 96,375 92,384 62,988
Interest income (47,792) 0 0
Interest expense 150,960 143,244 82,304
Income tax expense 479 1,205 382
Net income 142,685 126,236 159,052
Capital spending 139,986 81,342 130,670
Impairment of goodwill 0 14,848 0
Affiliated Entity      
Segment Reporting Information [Line Items]      
Revenues [1] 517,782 563,803 479,411
Cost of materials and other [1] 349,321 396,333 496,184
Operating expenses 64,778 64,636 53,803
Nonrelated Party      
Segment Reporting Information [Line Items]      
Revenues 422,854 456,606 556,996
Cost of materials and other 134,414 136,294 145,179
Segment Reporting, Reconciling Item, Corporate Nonsegment      
Segment Reporting Information [Line Items]      
Revenues 0 0 0
Cost of materials and other 110 (2,737) 1,432
Operating expenses 9,298 7,056 2,795
Income from equity method investments 0 0 0
Other segment items 34,184 26,650 30,136
Segment EBITDA (43,592) (30,969) (34,363)
Depreciation and amortization 3,366 3,309 883
Interest income 0    
Interest expense 150,960 143,244 82,304
Capital spending 0 0 0
Segment Reporting, Reconciling Item, Corporate Nonsegment | Affiliated Entity      
Segment Reporting Information [Line Items]      
Revenues 0 0 0
Segment Reporting, Reconciling Item, Corporate Nonsegment | Nonrelated Party      
Segment Reporting Information [Line Items]      
Revenues 0 0 0
Marketing contract      
Segment Reporting Information [Line Items]      
Amortization of marketing contract intangible 4,206 7,211 7,211
Marketing contract | Segment Reporting, Reconciling Item, Corporate Nonsegment      
Segment Reporting Information [Line Items]      
Amortization of marketing contract intangible 0 0 0
Gathering and Processing      
Segment Reporting Information [Line Items]      
Revenues 364,719 371,110 305,427
Impairment of goodwill 14,848 14,800  
Gathering and Processing | Operating Segments      
Segment Reporting Information [Line Items]      
Revenues 364,719 371,110 305,427
Cost of materials and other 77,037 83,118 81,525
Operating expenses 80,317 75,136 48,211
Income from equity method investments 0 0 0
Other segment items 215 13,393 441
Segment EBITDA 207,150 199,463 175,250
Depreciation and amortization 80,144 72,181 47,206
Interest income (23,338)    
Interest expense 0 0 0
Capital spending 128,927 74,683 122,594
Gathering and Processing | Operating Segments | Affiliated Entity      
Segment Reporting Information [Line Items]      
Revenues 180,763 212,537 185,845
Gathering and Processing | Operating Segments | Nonrelated Party      
Segment Reporting Information [Line Items]      
Revenues 183,956 158,573 119,582
Gathering and Processing | Marketing contract | Operating Segments      
Segment Reporting Information [Line Items]      
Amortization of marketing contract intangible 0 0 0
Wholesale Marketing and Terminalling      
Segment Reporting Information [Line Items]      
Revenues 451,522 505,701 588,884
Impairment of goodwill   0  
Wholesale Marketing and Terminalling | Operating Segments      
Segment Reporting Information [Line Items]      
Revenues 451,522 505,701 588,884
Cost of materials and other 349,049 388,536 491,453
Operating expenses 14,820 17,796 19,458
Income from equity method investments 0 0 0
Other segment items (4,076) (7,143) (5,125)
Segment EBITDA 91,729 106,512 83,098
Depreciation and amortization 5,256 7,055 6,308
Interest income (8,546)    
Interest expense 0 0 0
Capital spending 2,727 2,111 1,548
Wholesale Marketing and Terminalling | Operating Segments | Affiliated Entity      
Segment Reporting Information [Line Items]      
Revenues 221,503 218,997 173,084
Wholesale Marketing and Terminalling | Operating Segments | Nonrelated Party      
Segment Reporting Information [Line Items]      
Revenues 230,019 286,704 415,800
Wholesale Marketing and Terminalling | Marketing contract | Operating Segments      
Segment Reporting Information [Line Items]      
Amortization of marketing contract intangible 4,206 7,211 7,211
Storage and Transportation      
Segment Reporting Information [Line Items]      
Revenues 124,395 143,598 142,096
Impairment of goodwill   0  
Storage and Transportation | Operating Segments      
Segment Reporting Information [Line Items]      
Revenues 124,395 143,598 142,096
Cost of materials and other 57,539 63,710 66,953
Operating expenses 18,299 18,104 17,843
Income from equity method investments 0 0 0
Other segment items 232 (2,066) 1,031
Segment EBITDA 48,325 63,850 56,269
Depreciation and amortization 7,609 9,839 8,591
Interest income (15,908)    
Interest expense 0 0 0
Capital spending 8,332 4,548 6,528
Storage and Transportation | Operating Segments | Affiliated Entity      
Segment Reporting Information [Line Items]      
Revenues 115,516 132,269 120,482
Storage and Transportation | Operating Segments | Nonrelated Party      
Segment Reporting Information [Line Items]      
Revenues 8,879 11,329 21,614
Storage and Transportation | Marketing contract | Operating Segments      
Segment Reporting Information [Line Items]      
Amortization of marketing contract intangible 0 0 0
Investments in Pipeline Joint Ventures | Operating Segments      
Segment Reporting Information [Line Items]      
Revenues 0 0 0
Cost of materials and other 0 0 0
Operating expenses 0 9 0
Income from equity method investments (43,301) (31,433) (31,683)
Other segment items 0 0
Segment EBITDA 43,301 31,424 31,683
Depreciation and amortization 0 0 0
Interest income 0    
Interest expense 0 0 0
Capital spending 0 0 0
Investments in Pipeline Joint Ventures | Operating Segments | Affiliated Entity      
Segment Reporting Information [Line Items]      
Revenues 0 0 0
Investments in Pipeline Joint Ventures | Operating Segments | Nonrelated Party      
Segment Reporting Information [Line Items]      
Revenues 0 0 0
Investments in Pipeline Joint Ventures | Marketing contract | Operating Segments      
Segment Reporting Information [Line Items]      
Amortization of marketing contract intangible $ 0 $ 0 $ 0
[1] See Note 4 for a description of our material affiliate revenue and purchases transactions.
v3.25.0.1
Commitments and Contingencies - Narrative (Details)
$ in Millions
3 Months Ended
Jun. 30, 2024
USD ($)
Dec. 31, 2024
tank
Commitments and Contingencies Disclosure [Abstract]    
Proceeds from legal settlements | $ $ 8.3  
Number of tanks impacted by expansion | tank   2
v3.25.0.1
Leases - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Lessee, Lease, Description [Line Items]    
Capital expenditures, assets subject to sales-type lease $ 0.6 $ 0.0
Minimum    
Lessee, Lease, Description [Line Items]    
Lessee, operating lease, remaining lease term 1 year  
Lessee, operating lease, renewal term 3 years  
Lessor, remaining term 3 years  
Lessor, renewal term 2 years  
Maximum    
Lessee, Lease, Description [Line Items]    
Lessee, operating lease, remaining lease term 41 years  
Lessee, operating lease, renewal term 40 years  
Lessor, remaining term 12 years  
Lessor, renewal term 10 years  
v3.25.0.1
Leases - Lease Cost and Other Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]      
Operating lease cost $ 10,370 $ 11,533 $ 12,054
Short-term lease cost 7,359 5,031 2,541
Variable lease cost 1,261 3,826 4,803
Total lease cost $ 18,990 $ 20,390 19,398
Weighted-average remaining lease term (years) for operating leases 3 years 4 months 24 days 3 years 6 months  
Weighted-average discount rate operating leases 7.40% 7.30%  
Weighted-average remaining lease term (years) for finance lease 3 years 6 months 3 years 7 months 6 days  
Weighted-average discount rate finance lease 8.40% 7.20%  
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows from operating leases $ (8,101) $ (9,588) (12,054)
Leased assets obtained in exchange for new operating lease liabilities 3,665 3,804 12,682
Leased assets obtained in exchange for new financing lease liabilities $ 0 $ 1,162 $ 35
v3.25.0.1
Leases - Lease Payments, Operating and Finance Lease Maturity (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]  
2025 $ 5,924
2026 2,871
2027 1,906
2028 905
2029 234
2030 and thereafter 984
Total lease payments 12,824
Less: present value discount 1,480
Lease liabilities $ 11,344
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued expenses and other current liabilities
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other non-current liabilities
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]  
2025 $ 283
2026 263
2027 263
2028 154
2029 0
2030 and thereafter 0
Total lease payments 963
Less: present value discount 127
Lease liabilities $ 836
v3.25.0.1
Leases - Schedule of Lease Income (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Operating leases:      
Lease revenue $ 268,843 $ 311,096 $ 287,370
Sales-type leases:      
Interest income from sales-type leases 47,709 0 0
Lease revenue (Revenue from variable lease payments) 7,673 0 0
Sales-type lease income $ 55,382 $ 0 $ 0
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] Revenues Revenues Revenues
Sales-Type Lease Income, Comprehensive Income, Extensible List, Not Disclosed, Flag Revenues Revenues Revenues
v3.25.0.1
Leases - Sales-type Lease, Noncash Transactions (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Lease receivables $ 217,263  
Unguaranteed residual assets 10,573  
Property, plant and equipment, net (108,143)  
Net lease investment - affiliate $ 119,693 $ 0
v3.25.0.1
Leases - Schedule of Operating Lease Payment to be Received (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Leases [Abstract]  
2025 $ 108,376
2026 105,957
2027 93,867
2028 63,306
2029 57,194
2030 and thereafter 16,258
Total minimum future lease revenue $ 444,958
v3.25.0.1
Leases - Schedule of Sales-Type Lease Payments to be Received (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Leases [Abstract]  
2025 $ 104,323
2026 83,926
2027 78,858
2028 78,858
2029 78,858
2030 and thereafter 262,763
Total minimum future lease revenue 687,586
Less: Imputed interest 483,783
Lease receivable 203,803
Lease receivable - affiliate 22,783
Long-term lease receivables 181,020
Unguaranteed residual assets $ 12,106
v3.25.0.1
Leases - Summary of Assets Held Under Operating Lease (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Lessor, Lease, Description [Line Items]    
Property, plant and equipment $ 433,787 $ 684,222
Less: accumulated depreciation 143,961 253,955
Property, plant and equipment, net 289,826 430,267
Land    
Lessor, Lease, Description [Line Items]    
Property, plant and equipment 11,643 14,946
Building and building improvements    
Lessor, Lease, Description [Line Items]    
Property, plant and equipment 387 853
Pipelines, tanks and terminals    
Lessor, Lease, Description [Line Items]    
Property, plant and equipment 419,528 664,567
Other equipment    
Lessor, Lease, Description [Line Items]    
Property, plant and equipment $ 2,229 $ 3,856
v3.25.0.1
Subsequent Events - (Details)
$ / shares in Units, $ in Millions
3 Months Ended
Jan. 24, 2025
$ / shares
Dec. 31, 2024
$ / shares
Sep. 30, 2024
$ / shares
Jun. 30, 2024
$ / shares
Mar. 31, 2024
$ / shares
Dec. 31, 2023
$ / shares
Sep. 30, 2023
$ / shares
Jun. 30, 2023
$ / shares
Mar. 31, 2023
$ / shares
Dec. 31, 2022
$ / shares
Sep. 30, 2022
$ / shares
Jun. 30, 2022
$ / shares
Mar. 31, 2022
$ / shares
Dec. 31, 2021
$ / shares
Feb. 24, 2025
USD ($)
transaction
Subsequent Event [Line Items]                              
Cash distributions per limited partner unit (in dollars per unit)   $ 1.105 $ 1.100 $ 1.090 $ 1.070 $ 1.055 $ 1.045 $ 1.035 $ 1.025 $ 1.020 $ 0.990 $ 0.985 $ 0.980 $ 0.975  
Subsequent Event                              
Subsequent Event [Line Items]                              
Cash distributions per limited partner unit (in dollars per unit) $ 1.105                            
Share repurchase program, number of transactions | transaction                             1
Share repurchase program, authorized amount | $                             $ 150.0