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Business and Economic Environment Overview
−Removed: During the three months ended March 31, 2025, we made significant strides in our commitment to being a full suite crude, gas and water midstream services provider in the Permian Basin, in addition to diversifying our customer base to include more third-party customers.
+Added: During the six months ended June 30, 2025, we made significant strides in our commitment to being a full-suite crude, gas and water midstream services provider in the Permian Basin, in addition to diversifying our customer base to include more third-party customers.
+Added: On May 1, 2025, we entered into a series of agreements with Delek Holdings which, among other things, will allow us to assume all of Delek Holdings’ rights and obligations to purchase crude oil under certain contracts associated with our existing Midland Gathering System.
In January 2025, the Partnership closed the Gravity Acquisition which includes integrated full-cycle water systems in the Midland Basin, in addition to water gathering, and transportation assets in the Bakken, and along with our H2O Midstream Acquisition, provides a strong opportunity for integrated crude and water services to its customers.
−Removed: Subsequent to March 31, 2025, we entered into a series of agreements with Delek Holdings, which among other things, will allow us to assume all of Delek Holdings’ rights and obligations to purchase crude oil under certain contracts associated with our existing Midland Gathering System.
−Removed: These transactions along with the acquisition of H2O and Gravity, significantly enhance our competitive position in the Midland basin and serve to further our economic separation from our sponsor and contribute to an increase third party revenue.
+Added: These transactions significantly enhance our competitive position in the Midland basin and serve to further our economic separation from our sponsor and contribute to an increase in third party revenue.
As producers continue to ramp up production within the Permian Basin, the Partnership is well positioned to continue to add value through our gathering and processing services as we have expanded our dedicated crude acreage in our Midland Gathering system.
Additionally, in the Delaware Basin, we are expanding our natural gas processing capabilities by constructing a new natural gas processing plant and adding AGI and sour gas processing capabilities.
−Removed: We are currently in the commissioning phase of the gas plant expansion and anticipate reaching full operational capacity in the latter half of 2025.
+Added: Currently, the gas plant is in its initial phase of operation, and we foresee it reaching full capacity by the latter half of 2025.
+Added: In June 2025, we successfully completed a debt issuance raising $700 million, enhancing our liquidity to over $1.0 billion.
+Added: Our disciplined approach to cost control, coupled with a focus on margin enhancements, supported earnings before interest, taxes, depreciation and amortization ("EBITDA") growth and improved cash flow, while our capital deployment remained aligned with our strategic priorities.
+Added: This strengthened financial position empowers us to advance our strategy of organic growth while also exploring attractive opportunities for bolt-on acquisitions.
Our positioning allows our customers the ability to control quality and adds optionality to place barrels in a variety of markets.
−Removed: As a result of these efforts, the Partnership saw a $6.4 million increase in net income during the three months ended March 31, 2025, as compared to the prior year period.
−Removed: Our EBITDA (as defined in "Non GAAP Measures" section below) decreased $16.0 million in 2025 as compared to 2024.
+Added: As a result of these efforts, the Partnership saw a $9.9 million increase in net income during the six months ended June 30, 2025, as compared to the prior year period .
+Added: Our EBITDA decreased $28.3 million in 2025 as compared to 2024.
This decrease is largely attributable to a change in classification of certain of our commercial agreements with Delek, which meet the criteria to be classified as sales-type leases.
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Our gathering and processing segment saw a $19.4 million increase in segment EBITDA, largely due to the H2O Midstream and Gravity acquisitions.
−Removed: Our wholesale marketing and terminalling segment saw a $12.0 million decrease in segment EBITDA.
−Removed: Our storage and transportation segment saw a $13.7 million decrease in segment EBITDA.
+Added: Our wholesale marketing and terminalling segment saw a $23.3 million decrease in segment EBITDA largely due to aforementioned sales-type lease accounting.
+Added: Our storage and transportation segment saw a $23.4 million decrease in segment EBITDA, also attributable to sales-type lease accounting.
Segment EBITDA for our investments in pipeline joint ventures increased by $4.3 million with the acquisition of the investment in Wink to Webster Holdings, LLC (the "W2W Investment") from Delek Holdings.
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See further discussion on macroeconomic factors and market trends, including the impact on 2025, in the ‘Market Trends’ section below.
−Removed: Other 2025 Developments
−Removed: Unit Repurchase
−Removed: On February 24, 2025, the Partnership and Delek Holdings entered into a Common Unit Purchase Agreement (the “Common Unit 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”).
−Removed: During the three months ended March 31, 2025, 243,075 common units were repurchased from Delek Holdings and cancelled at the time of the transaction for a
Management's Discussion and Analysis of Financial Condition and Results of Operations
−Removed: total of $10.0 million.
−Removed: No common units were repurchased for the three months ended March 31, 2024.
−Removed: As of March 31, 2025, there was $140.0 million of authorization remaining under the Common Unit Repurchase Agreement.
−Removed: Gravity Acquisition
−Removed: On January 2, 2025, we acquired Gravity and related to water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $300.8 million.
−Removed: The purchase price was comprised of $209.3 million in cash and 2,175,209 of common units.
−Removed: This transaction further enhances our position as full service (crude, natural gas and water) provider in the Permian basin.
−Removed: The acquisition is synergistic to our recent acquisition of H2O Midstream and supplements our integrated crude and produced water gathering and disposal offering in the Midland Basin.
+Added: Other 2025 Developments
+Added: Contractual Rate Adjustments to Keep Pace with Inflation
+Added: On July 1, 2025, the tariffs on certain of our FERC regulated pipelines and the throughput fees and storage fees under certain of our agreements with Delek Holdings and third parties that are subject to adjustments using FERC indexing increased 2.0%.
+Added: Under certain of our agreements with Delek Holdings and third parties, the fees that are subject to adjustments using the consumer price index increased 2.6% and the fees that are subject to adjustments using the producer price index increased approximately 1.4%.
+Added: These adjustments allow us to maintain compliance with FERC regulations as well as to ensure that our results are reflective of current market conditions.
+Added: On June 30, 2025, the Partnership sold $700.0 million in aggregate principal amount of 7.375% senior notes due 2033 (the "2033 Notes") at par.
+Added: Net proceeds were used to repay a portion of the outstanding borrowing under the DKL Revolving Facility.
Delek Permian Gathering Dropdown
−Removed: On May 1, 2025, Delek Holdings transferred the Delek Permian Gathering purchasing and blending business to the Partnership (the "DPG Dropdown”).
+Added: On May 1, 2025, Delek Holdings transferred the Delek Permian Gathering purchasing and blending activities to the Partnership (the "DPG Dropdown”).
In connection with the DPG Dropdown, the Partnership will assume all of Delek Holdings’ rights and obligations to purchase crude oil under certain contracts associated with the Partnership’s existing Midland Gathering System.
−Removed: Total consideration included the execution of the Termination Agreement (as defined below), the execution of the Throughput Agreement (as defined below), the execution of the El Dorado Purchase Agreement (as defined below) and cancellation of $58.8 million in existing receivables owed by Delek Holdings.
+Added: Total consideration included the cancellation of $58.8 million in existing receivables owed by Delek Holdings.
Commercial Agreements
−Removed: On May 1, 2025, the Partnership entered into an agreement to terminate, in its entirety, the East Texas Marketing Agreement effective as of January 1, 2026 ("Termination Agreement").
+Added: On May 1, 2025, the Partnership entered into an agreement to terminate, in its entirety, the East Texas Marketing Agreement effective as of January 1, 2026.
On May 1, 2025, in connection with the DPG Dropdown, the Partnership amended and restated a throughput agreement with Delek Holdings for the El Dorado rail facility (the “Throughput Agreement”), which includes a minimum volume commitment for refined products until the termination of the Throughput Agreement, which will occur at the closing of the El Dorado Purchase (as defined below).
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On May 1, 2025, we entered into an amended and restated Omnibus Agreement with Delek Holdings that provides for an increase in the Administrative Fee (as defined therein), which will be phased in over the two years beginning July 1 2025 and a binding obligation for both parties to enter into transition services agreements in the event of a change in control.
+Added: Unit Repurchase
+Added: On February 24, 2025, the Partnership and Delek Holdings entered into a Common Unit Purchase Agreement (the “Common Unit 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”).
+Added: During the six months ended June 30, 2025, 243,075 common units were repurchased from Delek Holdings and cancelled at the time of the transaction for a total of $10.0 million.
+Added: No common units were repurchased for the six months ended June 30, 2024.
+Added: As of June 30, 2025, there was $140.0 million of authorization remaining under the Common Unit Repurchase Agreement.
+Added: Gravity Acquisition
+Added: On January 2, 2025, we acquired Gravity and related to water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $300.8 million.
+Added: The purchase price was comprised of $209.3 million in cash and 2,175,209 of common units.
+Added: This transaction further enhances our position as full service (crude, natural gas and water) provider in the Permian basin.
+Added: The acquisition is synergistic to our recent acquisition of H2O Midstream and supplements our integrated crude and produced water gathering and disposal offering in the Midland Basin.
Management's Discussion and Analysis of Financial Condition and Results of Operations
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The operational assets in our gathering and processing segment consist of our pipeline assets, Midland Gathering Assets, Midland Water Gathering Assets and Delaware Gathering Assets.
−Removed: The Midland Gathering Assets support our crude oil gathering activities which primarily serves Delek Holdings refining needs throughout the Permian Basin.
+Added: The Midland Gathering Assets support our crude oil gathering activities which primarily serve Delek Holdings refining needs throughout the Permian Basin.
The Midland Water Gathering Assets support our water disposal and recycling operations primarily in the Midland Basin in Texas.
The Delaware Gathering Assets support our crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico.
+Added: While we do not take ownership of gas that is gathered, we sell the processed gas at a market price which we remit to the producer, net of our fees.
+Added: Therefore, we are not directly exposed to changes in commodity prices with respect to these operations.
Finally, our gathering and processing assets are integrated with our pipeline assets, which we use to transport gathered crude oil as well as provide other crude oil, intermediate and refined products transportation mainly in support of Delek Holdings' refining operations in Tyler, Texas, El Dorado, Arkansas and Big Spring, Texas, as well as to certain third parties.
In providing these services, we do not take ownership of the refined products or crude oil that we transport.
−Removed: While we do not take ownership of gas that is gathered, we sell the processed gas at a market price which we remit to the producer, net of our fees.
−Removed: Therefore, we are not directly exposed to changes in commodity prices with respect to this operating segment.
The combination of these operational assets provides a comprehensive, integrated midstream service offering to producers and customers.
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The Partnership owns a portion of four joint ventures (accounted for as equity method investments) that have constructed separate crude oil pipeline systems and related ancillary assets primarily in the Permian Basin and Gulf Coast regions and with strategic connections to Cushing, Midland and connections from Wink, Texas to Webster, Texas and other key exchange points, which provide crude oil and refined product pipeline transportation to third parties and subsidiaries of Delek Holdings.
−Removed: Corporate and Other
−Removed: The corporate and other segment primarily consists of general and administrative expenses not allocated to a reportable segment, interest expense and depreciation and amortization.
−Removed: When applicable, it may also contain operating segments that are not reportable and do not meet the criteria for aggregation with any of our existing reportable segments.
Management's Discussion and Analysis of Financial Condition and Results of Operations
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The partnership is in the middle of pursuing several attractive organic growth opportunities enabled by its advantageous position in the prolific Permian Basin.
−Removed: The gas plant expansion and addition of AGI and sour gas processing capabilities is enabling several additional growth options for the Partnership in the Delaware Basin.
+Added: The gas plant expansion and addition of AGI and sour gas processing capabilities are enabling several additional growth options for the Partnership in the Delaware Basin.
In the Midland Basin combined crude and water offering is appealing for our customers and bringing additional growth opportunities to our system.
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Description of Strategic Success Achieve Strong Cash Flow Growth Pursue Attractive Expansion Opportunities Engage in Mutually Beneficial Transactions with Delek Holdings Optimize Our Existing Assets and Expand Our Customer Base Expand our ESG Consciousness and Lower our Carbon Footprint
+Added: Completion of debt offering, increasing our liquidity to over $1.0 billion ü ü ü
+Added: DPG Dropdown ü ü ü ü
Acquisition of Gravity ü ü ü
Repurchase of common units from Delek Holdings ü ü
−Removed: Started commissioning phase for the natural gas processing plant expansion
+Added: Began initial phase of operations of the natural gas processing plant expansion
Executed agreements with Delek Holdings to further our economic separation and increase third-party revenue ü ü
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Most of the logistics services we provide (including transportation, gathering and processing services) are subject to long-term fee-based contracts with minimum volume commitments or long-term dedicated acreage agreements which mitigate most of our short-term financial risk to price and demand volatility.
−Removed: However, sustained depressed demand/prices over the longer term could not only curb exploration and production expansion opportunities under our agreements, it could also impact our customers' willingness or ability to renew commercial agreements or result in liquidity or credit constraints that could impact our longer term relationship with them.
−Removed: That said, our recent expansion of our gas processing capabilities have improved both our customer and geographic diversification which lowers concentration risk in those areas, in addition to adding service offerings to our portfolio.
+Added: However, sustained depressed demand/prices over the longer term could not only curb exploration and production expansion opportunities under our agreements, but it could also impact our customers' willingness or ability to renew commercial agreements or result in liquidity or credit constraints that could impact our longer-term relationship with them.
+Added: That said, despite the recent crude price softness, we are seeing higher volumes in our crude gathering business.
+Added: Also, our recent expansion of our gas processing capabilities has improved both our customer and geographic diversification, which lowers concentration risk in those areas, in addition to adding service offerings to our portfolio.
Furthermore, our dedicated acreage agreements provide significant growth opportunities in strong economic conditions (e.g., high demand/high commodity prices) without incremental customer acquisition cost.
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These financial and operational non-GAAP measures include:
−Removed: • Earnings before interest, taxes, depreciation and amortization ("EBITDA") - calculated as net income 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 condensed consolidated statements of income and comprehensive income in Item 1.
+Added: • EBITDA - calculated as net income 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 condensed consolidated statements of income and comprehensive income in Item 1.
to this Quarterly Report on Form 10-Q.
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Reconciliation of net income to EBITDA (in thousands)
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
Net income $ 44,574 $ 41,058 $ 83,608 $ 73,706
4 unchanged sentences
EBITDA $ 90,089 $ 102,392 $ 175,575 $ 203,893
+Added: Management's Discussion and Analysis of Financial Condition and Results of Operations
Reconciliation of net cash from operating activities to distributable cash flow (in thousands)
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
Net cash provided by operating activities $ 107,423 $ 87,639 $ 138,973 $ 131,497
5 unchanged sentences
Reimbursement from Delek Holdings for capital expenditures (2)
+Added: 10 (4) 19 282
Sales-type lease receipts, net of income recognized 3,868 — 9,027 —
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Distributable cash flow $ 70,038 $ 67,809 $ 141,743 $ 135,800
−Removed: Management's Discussion and Analysis of Financial Condition and Results of Operations
(1) Regulatory and sustaining capital expenditures represent cash expenditures (including for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity.
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Summary Statement of Operations Data (1)
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
Net revenues:
7 unchanged sentences
Depreciation and amortization 27,097 24,207 54,813 50,702
−Removed: Other operating (income) expense, net (4,286) 567
+Added: Other operating expense (income), net 438 (1,744) (3,848) (1,177)
Operating income $ 52,436 $ 68,461 $ 100,035 $ 133,003
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See the condensed consolidated statements of income and comprehensive income in Item 1.
−Removed: to this Quarterly Report on Form 10-Q for more detail regarding our results of operations.
+Added: to this Quarterly Report on Form 10-Q for more details regarding our results of operations.
(2) For a definition of EBITDA see "Non-GAAP Measures" above.
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Results of Operations
−Removed: Consolidated Results of Operations — Comparison of the three months ended March 31, 2025 compared to the three months ended March 31, 2024
−Removed: Net revenues decreased by $2.1 million, or 0.9%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
+Added: Consolidated Results of Operations — Comparison of the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024
+Added: Net revenues decreased by $18.3 million, or 6.9%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by the following:
+Added: • decreased revenue of $18.4 million in our West Texas marketing operations primarily driven by decreases in average sales prices per gallon, a net decrease in volumes sold, partially offset by an increase in RINs revenue:
+Added: ◦ the average sales prices per gallon of gasoline and diesel sold decreased by $0.34 and $0.33 per gallon, respectively;
+Added: ◦ the average volumes of gasoline sold decreased by 2.7 million and the average volumes of diesel sold increased by 0.3 million gallons;
+Added: ◦ RINs revenue increased from $1.3 million in the second quarter of 2024 to $2.2 million in the second quarter of 2025, due to increased RINs prices.
+Added: • decrease of $7.4 million due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings in the third quarter of 2024;
+Added: • decrease due to recording certain throughput fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period;
+Added: • partially offset by incremental revenue associated with Gravity and H2O Midstream acquisitions of $15.3 million and $24.0 million, respectively.
+Added: Net revenues decreased by $20.4 million, or 4.0%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
The decrease was primarily driven by the following:
+Added: • decreased revenue of $21.1 million in our West Texas marketing operations primarily driven by decrease in average sales prices per gallon, partially offset by net increase in volumes sold and an increase in RINs revenue:
+Added: ◦ the average sales prices per gallon of gasoline and diesel sold decreased by $0.28 and $0.32 per gallon, respectively;
+Added: ◦ the average volumes of diesel sold increased by 2.0 million and the average volumes of gasoline sold decreased by 1.6 million gallons;
+Added: ◦ RINs revenue increased from $2.4 million in the second quarter of 2024 to $3.9 million in the second quarter of 2025, due to increased RINs prices.
• decrease due to recording certain throughput fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period;
• decrease of $14.2 million due to the assignment of the Big Spring Refinery marketing agreement to Delek Holdings in the third quarter of 2024;
−Removed: • decreased revenue of $2.7 million in our West Texas marketing operations primarily driven by a decrease in average sales prices per gallon, partially offset by an increase in volumes sold;
−Removed: • partially offset by incremental revenue associated with the H2O Midstream and Gravity Acquisitions of $16.5 million and $22.9 million, respectively.
+Added: • partially offset by incremental revenue associated with the Gravity and H2O Midstream Acquisitions of $46.8 million and $31.8 million, respectively.
Cost of Materials and Other
−Removed: Cost of materials and other increased by $5.4 million, or 4.3%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by the following:
−Removed: • increased costs in our gathering and processing segment of $6.5 million primarily associated with incremental costs associated with the H2O Midstream and Gravity Acquisitions and increased Midland Gathering volumes;
−Removed: • partially offset by decreased costs of $2.3 million in our West Texas marketing operations primarily driven by decreased costs per gallon, partially offset by an increase in volumes sold.
+Added: Cost of materials and other decreased by $18.7 million, or 13.5%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by the following:
+Added: • decreased costs of materials and other of $19.3 million in our West Texas marketing operations primarily driven by decreases in average cost per gallon of gasoline and diesel sold and net decrease in volumes sold:
+Added: ◦ the average cost per gallon of gasoline and diesel sold decreased by $0.31 per gallon and $0.36 per gallon, respectively;
+Added: ◦ the volumes of gasoline sold decreased by 2.7 million and the average volumes of diesel sold increased by 0.3 million gallons.
+Added: • incremental costs associated with the H2O Midstream and Gravity Acquisitions of $0.9 million and $2.7 million, respectively.
+Added: Management's Discussion and Analysis of Financial Condition and Results of Operations
+Added: Cost of materials and other decreased by $13.3 million, or 5.1%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by the following:
+Added: • decreased costs of materials and other of $21.7 million in our West Texas marketing operations primarily driven by decrease in average cost per gallon, partially offset by net increase in volumes sold:
+Added: ◦ the average cost per gallon of gasoline and diesel sold decreased by $0.24 per gallon and $0.33 per gallon, respectively;
+Added: ◦ the average volumes of diesel sold increased by 2.0 million gallons, and the average volumes of gasoline sold decreased by 1.6 million.
+Added: • incremental costs associated with the H2O Midstream and Gravity Acquisitions of $1.7 million and $4.7 million, respectively.
Operating Expenses
−Removed: Operating expenses increased by $9.1 million, or 28.4%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by the following:
+Added: Operating expenses increased by $8.4 million, or 28.5%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by the following:
• incremental expenses associated with the H2O Midstream and Gravity Acquisitions of $4.8 million and $11.0 million, respectively;
• partially offset by a decrease in outside services.
+Added: Operating expenses increased by $17.5 million, or 28.5%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by the following:
+Added: • incremental expenses associated with the H2O Midstream and Gravity Acquisitions of $10.2 million and $17.8 million, respectively;
+Added: • partially offset by a decrease in outside services.
General and Administrative Expenses
−Removed: General and administrative expenses increased by $4.0 million, or 82.3%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by transaction costs associated with the Gravity Acquisition.
+Added: General and administrative expenses increased by $2.9 million, or 48.7%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by transaction costs of $2.5 million associated with the Gravity and H2O Midstream Acquisitions, the DPG Dropdown transaction and associated agreements with Delek Holdings.
+Added: General and administrative expenses increased by $6.9 million, or 63.7%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by following:
+Added: • transaction costs of $5.8 million associated with the Gravity and H2O Midstream Acquisitions, the DPG Dropdown transaction and associated agreements with Delek Holdings;
+Added: • increase in insurance expense.
Depreciation and Amortization
−Removed: Depreciation and amortization increased by $1.2 million, or 4.6%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by the H2O Midstream and Gravity Acquisitions.
+Added: Depreciation and amortization increased by $2.9 million, or 11.9%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by the additional fixed asset base from the H2O Midstream and Gravity Acquisitions.
+Added: Depreciation and amortization increased by $4.1 million, or 8.1%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by the additional fixed asset base from the H2O Midstream and Gravity Acquisitions.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Other operating income, net
−Removed: Other operating income, net increased by $4.9 million, or 855.9%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by $4.3 million in condemnation proceeds received in the first quarter of 2025.
+Added: Other operating income, net decreased by $2.2 million, or 125%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by the following:
+Added: • decrease in gain on disposal of assets of $7.6 million primarily due to condemnation proceeds of $8.3 million received in the second quarter of 2024;
+Added: • offset by increase of $5.4 million due to settlement of payment dispute in prior year.
+Added: Other operating income, net increased by $2.7 million, or 226.9%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by the following:
+Added: • increase of $5.4 million due to settlement of payment dispute in prior year;
+Added: • partially offset by decrease in gain on disposal of assets of $2.8 million.
Interest Income
−Removed: Interest income increased by $22.5 million, or 100.0%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by income from certain of our commercial agreements with Delek Holdings that met the criteria to be accounted for as sales-type leases during the third quarter of 2024.
+Added: Interest income increased by $23.5 million in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by income from certain of our commercial agreements with Delek Holdings that met the criteria to be accounted for as sales-type leases during the third quarter of 2024.
+Added: Interest income increased by $46.1 million in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by income from certain of our commercial agreements with Delek Holdings that met the criteria to be accounted for as sales-type leases during the third quarter of 2024.
Interest Expense
−Removed: Interest expense increased by $0.9 million, or 2.2%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
+Added: Interest expense increased by $6.4 million, or 18.2%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by an increase in weighted-average interest rates.
+Added: Interest expense increased by $7.3 million, or 9.6%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by an increase in weighted-average interest rates.
Results from Equity Method Investments
−Removed: Income from equity method investments increased by $1.7 million, or 19.6%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to the following:
+Added: Income from equity method investments increased by $2.7 million, or 33.7%, in the second quarter of 2025 compared to the second quarter of 2024, primarily due to the following:
• the acquisition of the W2W Investment on August 5, 2024, which contributed income of $5.9 million during the period;
• partially offset by a $2.7 million decrease in income from our investment in Red River Pipeline Company LLC.
+Added: Income from equity method investments increased by $4.3 million, or 26.3%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to the following:
+Added: • the acquisition of the W2W Investment on August 5, 2024, which contributed income of $11.6 million during the period;
+Added: • partially offset by a $7.3 million decrease primarily related to our investment in Red River Pipeline Company LLC.
Management's Discussion and Analysis of Financial Condition and Results of Operations
1 unchanged sentence
Gathering and Processing Segment
−Removed: The following tables and discussion present the results of operations and certain operating statistics of the gathering and processing segment for the three months ended March 31, 2025 and 2024:
+Added: The following tables and discussion present the results of operations and certain operating statistics of the gathering and processing segment for the three and six months ended June 30, 2025, and 2024:
Gathering and Processing
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
Net revenues $ 117,767 $ 92,643 $ 236,370 $ 188,526
3 unchanged sentences
Throughputs (bpd (1) )
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
El Dorado Assets:
6 unchanged sentences
Delaware Gathering Assets Volumes
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
Natural Gas Gathering and Processing (Mcfd (2) )
5 unchanged sentences
Midland Water Gathering System Volumes (3)
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
Water Disposal and Recycling (bpd (1) )
+Added: 600,891 — 613,817 —
(1) bpd - average barrels per day.
1 unchanged sentence
(3) Consists of volumes of H2O Midstream and Gravity.
−Removed: Gravity volumes are from January 2, 2025 to March 31, 2025.
−Removed: Operational comparison of the three months ended March 31, 2025 compared to the three months ended March 31, 2024
−Removed: Net revenues for the gathering and processing segment increased by $22.7 million, or 23.7%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to the following:
+Added: Gravity volumes are from January 2, 2025, to June 30, 2025.
+Added: Operational comparison of the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024
+Added: Net revenues for the gathering and processing segment increased by $25.1 million, or 27.1%, in the second quarter of 2025 compared to the second quarter of 2024, primarily due to the following:
• an increase in revenue associated with the H2O Midstream operations of $15.3 million which began in the third quarter of 2024;
2 unchanged sentences
Management's Discussion and Analysis of Financial Condition and Results of Operations
+Added: Net revenues for the gathering and processing segment increased by $47.8 million, or 25.4%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to the following:
+Added: • an increase in revenue associated with the H2O Midstream operations of $31.8 million which began in the third quarter of 2024;
+Added: • an increase in revenue associated with the Gravity operations of $46.8 million which began on January 2, 2025;
+Added: • partially offset by a decrease due to recording certain throughput fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period.
Cost of Materials and Other
−Removed: Cost of materials and other for the gathering and processing segment increased by $6.5 million, or 36.2%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, driven primarily by the following:
+Added: Cost of materials and other for the gathering and processing segment increased by $2.1 million, or 10.6%, in the second quarter of 2025 compared to the second quarter of 2024, driven primarily by the following:
• incremental costs associated with the H2O Midstream and Gravity Acquisitions of $0.9 million and $2.7 million, respectively.
−Removed: • increased Midland Gathering volumes.
+Added: Cost of materials and other for the gathering and processing segment increased by $8.6 million, or 22.8%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, driven primarily by the following:
+Added: • incremental costs associated with the H2O Midstream and Gravity Acquisitions of $1.7 million and $4.7 million, respectively.
Operating Expenses
−Removed: Operating expenses for the gathering and processing segment increased by $10.9 million, or 55.2%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by the following:
+Added: Operating expenses for the gathering and processing segment increased by $12.0 million, or 61.2%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by the following:
• incremental costs associated with the H2O Midstream and Gravity Acquisitions of $4.8 million and $11.0 million, respectively;
• partially offset by a decrease in outside services.
−Removed: EBITDA increased by $10.2 million, or 17.6%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily driven by the following:
+Added: Operating expenses for the gathering and processing segment increased by $22.8 million, or 58.2%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by the following:
+Added: • incremental costs associated with the H2O Midstream and Gravity Acquisitions of $10.2 million and 17.8 million, respectively;
+Added: • partially offset by a decrease in outside services.
+Added: EBITDA increased by $9.3 million, or 16.9%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by the following:
• incremental EBITDA of $9.4 million and $10.3 million associated with H2O Midstream and Gravity Acquisitions, respectively;
• partially offset by lower revenue related to sales-type lease accounting.
+Added: EBITDA increased by $19.4 million, or 17.3%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by the following:
+Added: • incremental EBITDA of $19.6 million and $24.2 million associated with H2O Midstream and Gravity Acquisitions, respectively;
+Added: • partially offset by lower revenue related to sales-type lease accounting.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Wholesale Marketing and Terminalling Segment
−Removed: The following tables and discussion present the results of operations and certain operating statistics of the wholesale marketing and terminalling segment for the three months ended March 31, 2025 and 2024:
+Added: The following tables and discussion present the results of operations and certain operating statistics of the wholesale marketing and terminalling segment for the three and six months ended June 30, 2025, and 2024:
Wholesale Marketing and Terminalling
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
Net revenues $ 104,615 $ 135,600 $ 211,314 $ 254,870
3 unchanged sentences
Operating Information
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
East Texas - Tyler Refinery sales volumes (average bpd) (1)
1 unchanged sentence
Big Spring marketing throughputs (average bpd) (2)
+Added: — 81,422 — 79,019
West Texas marketing throughputs (average bpd) 10,757 11,381 10,791 10,678
5 unchanged sentences
(3) Consists of terminalling throughputs at our Tyler, Big Spring, Big Sandy and Mount Pleasant, Texas terminals, our El Dorado and North Little Rock, Arkansas terminals and our Memphis and Nashville, Tennessee terminals.
−Removed: Operational comparison of the three months ended March 31, 2025 compared to the three months ended March 31, 2024
−Removed: Net revenues for the wholesale marketing and terminalling segment decreased by $12.6 million, or 10.5%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by the following:
+Added: Operational comparison of the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024
+Added: Net revenues for the wholesale marketing and terminalling segment decreased by $31.0 million, or 22.9%, in the second quarter of 2025 compared to the second quarter of 2024, driven primarily by the following:
+Added: • decreased revenue of $18.4 million in our West Texas marketing operations primarily driven by decreases in average sales prices per gallon, a net decrease in volumes sold, partially offset by an increase in RINs revenue:
+Added: ◦ the average sales prices per gallon of gasoline and diesel sold decreased by $0.34 and $0.33 per gallon, respectively;
+Added: ◦ the volumes of gasoline sold decreased by 2.7 million and the volumes of diesel sold increased by 0.3 million gallons;
+Added: ◦ RINs revenue increased from $1.3 million in the second quarter of 2024 to $2.2 million in the second quarter of 2025, due to increased RINs prices.
• decrease due to recording certain throughput fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period;
• decrease of $7.4 million due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings in the third quarter of 2024.
−Removed: • decreased revenue of $2.7 million in our West Texas marketing operations primarily driven by a decrease in average sales prices per gallon, partially offset by an increase in volumes sold:
+Added: Management's Discussion and Analysis of Financial Condition and Results of Operations
+Added: Net revenues for the wholesale marketing and terminalling segment decreased by $43.6 million, or 17.1%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by the following:
+Added: • decreased revenue of $21.1 million in our West Texas marketing operations primarily driven by decrease in average sales prices per gallon, partially offset by net increase in volumes sold and an increase in RINs revenue:
◦ the average sales prices per gallon of gasoline and diesel sold decreased by $0.28 and $0.32 per gallon, respectively;
−Removed: ◦ the average volumes of gasoline and diesel sold increased by 1.1 million and 1.7 million gallons, respectively.
+Added: ◦ the volumes of diesel sold increased by 2.0 million and the volumes of gasoline sold decreased by 1.6 million gallons;
+Added: ◦ RINs revenue increased from $2.4 million in the second quarter of 2024 to $3.9 million in the second quarter of 2025, due to increased RINs prices.
+Added: • decrease due to recording certain throughput fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period;
+Added: • decrease of $14.2 million due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings in the third quarter of 2024.
+Added: The following charts show summaries of the average sales prices per gallon of gasoline and diesel and refined products volume impacting our West Texas operations for the three and six months ended June 30, 2025, and 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations
−Removed: The following charts show summaries of the average sales prices per gallon of gasoline and diesel and refined products volume impacting our West Texas operations for the three months ended March 31, 2025 and 2024.
Cost of Materials and Other
−Removed: Cost of materials and other for the wholesale marketing and terminalling segment decreased by $2.3 million, or 2.4% , in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by the following:
−Removed: • decreased costs of materials and other of $2.3 million in our West Texas marketing operations primarily driven by decreased costs per gallon, partially offset by an increase in volumes sold:
+Added: Cost of materials and other for the wholesale marketing and terminalling segment decreased by $19.4 million, or 18.7%, in the second quarter of 2025 compared to the second quarter of 2024, driven primarily by the following:
+Added: • decreased costs of materials and other of $19.3 million in our West Texas marketing operations primarily driven by decreases in average cost per gallon of gasoline and diesel sold and net decrease in volumes sold:
◦ the average cost per gallon of gasoline and diesel sold decreased by $0.31 per gallon and $0.36 per gallon, respectively;
−Removed: ◦ the average volumes of gasoline and diesel sold increased by 1.1 million and 1.7 million gallons, respectively.
−Removed: The following chart shows a summary of the average prices per gallon of gasoline and diesel purchased in our West Texas operations for the three months ended March 31, 2025 and 2024.
+Added: ◦ the volumes of gasoline sold decreased by 2.7 million and the volumes of diesel sold increased by 0.3 million gallons.
+Added: Cost of materials and other for the wholesale marketing and terminalling segment decreased by $21.7 million, or 11.1% , in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by the following:
+Added: • decreased costs of materials and other of $21.7 million in our West Texas marketing operations primarily driven by decrease in average cost per gallon, partially offset by net increase in volumes sold:
+Added: ◦ the average cost per gallon of gasoline and diesel sold decreased by $0.24 per gallon and $0.33 per gallon, respectively;
+Added: ◦ the volumes of diesel sold increased by 2.0 million gallons, and the volumes of gasoline sold decreased by 1.6 million.
+Added: The following chart shows a summary of the average prices per gallon of gasoline and diesel purchased in our West Texas operations for the three and six months ended June 30, 2025, and 2024.
Refer to the Refined Products Volume - Gallons chart above for a summary of volumes impacting our West Texas operations.
Operating Expenses
−Removed: Operating expenses for the wholesale marketing and terminalling segment were flat, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
+Added: Operating expenses for the wholesale marketing and terminalling segment decreased by $2.1 million, or 64.2%, in the second quarter of 2025 compared to the second quarter of 2024, driven primarily by a decrease in outside service costs.
+Added: Operating expenses for the wholesale marketing and terminalling segment decreased by $2.1 million or 30.0%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, driven primarily by a decrease in outside service costs.
Management's Discussion and Analysis of Financial Condition and Results of Operations
−Removed: EBITDA decreased by $12.0 million, or 47.6%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by the following:
+Added: EBITDA decreased by $11.3 million, or 37.3%, in the second quarter of 2025 compared to the second quarter of 2024, driven primarily by the following:
• lower revenue related to sales-type lease accounting;
−Removed: • a $0.51 decline in wholesale margins.
+Added: • lower revenue due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings;
+Added: • partially offset by a $1.13 per barrel increase in wholesale margins.
+Added: EBITDA decreased by $23.3 million, or 42.0%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by the following:
+Added: • lower revenue related to sales-type lease accounting;
+Added: • lower revenue due to the assignment of the Big Spring refinery marketing agreement to Delek Holdings;
+Added: • partially offset by a $0.29 per barrel increase in wholesale margins.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Storage and Transportation Segment
−Removed: The following tables and discussion present the results of operations and certain operating statistics of the storage and transportation segment for the three months ended March 31, 2025 and 2024:
+Added: The following tables and discussion present the results of operations and certain operating statistics of the storage and transportation segment for the three and six months ended June 30, 2025 and 2024:
Storage and Transportation
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
Net revenues $ 23,968 $ 36,385 $ 48,596 $ 73,307
2 unchanged sentences
Segment EBITDA $ 7,027 $ 16,752 $ 11,441 $ 34,879
−Removed: Operation comparison of the three months ended March 31, 2025 compared to the three months ended March 31, 2024
−Removed: Net revenues for the storage and transportation segment decreased by $12.3 million, or 33.3%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to recording certain storage fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period.
+Added: Operation comparison of the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024
+Added: Net revenues for the storage and transportation segment decreased by $12.4 million, or 34.1%, in the second quarter of 2025 compared to the second quarter of 2024, primarily due to recording certain storage fees as interest income under sales-type lease accounting that were recorded as revenue in the prior year period.
+Added: Net revenues for the storage and transportation segment decreased by $24.7 million, or 33.7%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to recording certain storage fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period.
Cost of Materials and Other
−Removed: Cost of materials and other for the storage and transportation segment increased by $1.1 million, or 8.2%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
+Added: Cost of materials and other for the storage and transportation segment decreased by $1.4 million, or 9.5%, in the second quarter of 2025 compared to the second quarter of 2024.
+Added: Cost of materials and other for the storage and transportation segment decreased by $0.2 million, or 0.9%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
Operating Expenses
−Removed: Operating expenses for the storage and transportation segment increased by $0.1 million, or 2.8%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
−Removed: EBITDA decreased by $13.7 million, or 75.6%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to a decrease in revenue related to sales-type lease accounting.
+Added: Operating expenses for the storage and transportation segment decreased by $0.7 million, or 16.3%, in the second quarter of 2025 compared to the second quarter of 2024.
+Added: Operating expenses for the storage and transportation segment decreased by $0.6 million, or 6.3%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
+Added: EBITDA decreased by $9.7 million, or 58.1%, in the second quarter of 2025 compared to the second quarter of 2024, primarily due to decrease in revenue related to sales-type lease accounting.
Management's Discussion and Analysis of Financial Condition and Results of Operations
+Added: EBITDA decreased by $23.4 million, or 67.2%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to a decrease in revenue related to sales-type lease accounting.
+Added: Management's Discussion and Analysis of Financial Condition and Results of Operations
Investments in Pipeline Joint Ventures Segment
3 unchanged sentences
Investments in pipeline joint ventures segment include the Partnership's joint ventures investments described in Note 8 of our condensed consolidated financial statements in Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.
−Removed: Refer to Consolidated Results of Operations above for details and discussion of the investments in pipeline joint ventures segment for the three months ended March 31, 2025.
+Added: Refer to Consolidated Results of Operations above for details and discussion of the investments in pipeline joint ventures segment for the three and six months ended June 30, 2025.
Liquidity and Capital Resources
6 unchanged sentences
(iii) potential issuance of additional equity;
−Removed: At March 31, 2025, our total liquidity amounted to $447.0 million comprised of $444.9 million in unused credit commitments under our third-party revolving credit facility (as discussed in Note 6 of our condensed consolidated financial statements in Item 1, Financial Statements, of this Quarterly Report on Form 10-Q), and $2.1 million in cash and cash equivalents.
+Added: At June 30, 2025, our total liquidity amounted to $1,070.6 million comprised of $1,069.2 million in unused credit commitments under our third-party revolving credit facility (as discussed in Note 6 of our condensed consolidated financial statements in Item 1, Financial Statements, of this Quarterly Report on Form 10-Q), and $1.4 million in cash and cash equivalents.
Historically, we have generated adequate cash from operations to fund ongoing working capital requirements, pay quarterly cash distributions and operational capital expenditures, and we expect the same to continue in the foreseeable future.
10 unchanged sentences
Cash Distributions
−Removed: On April 28, 2025, the board of directors of our general partner declared a distribution of $1.110 per common unit (the "Distribution"), which equates to an estimated amount of approximately $59.3 million per quarter, or approximately $237.2 million per year, based on the number of common units outstanding as of March 31, 2025.
−Removed: The Distribution will be paid on May 15, 2025 to common unitholders of record on May 8, 2025 and represents a 3.7% increase over the first quarter 2024 distribution.
+Added: On July 29, 2025, the board of directors of our general partner declared a distribution of $1.115 per common unit (the "Distribution"), which equates to an estimated amount of approximately $59.6 million per quarter, or approximately $238.4 million per year, based on the number of common units outstanding as of June 30, 2025.
+Added: The Distribution will be paid on August 14, 2025, to common unitholders of record on August 8, 2025, and represents a 2.3% increase over the second quarter 2024 distribution.
This increase in the distribution is consistent with our intent to maintain an attractive distribution growth profile over the long term.
8 unchanged sentences
March 31, 2025 $1.110 $59,320
+Added: June 30, 2025 $1.115 $59,612
Unit Repurchase
On February 24, 2025, the Partnership and Delek Holdings entered into a Common Unit 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 Partnership may fund Repurchases using cash on hand or borrowings under its existing credit facility, subject to compliance with applicable covenants.
−Removed: During the three months ended March 31, 2025, 243,075 common units were repurchased from Delek Holdings and cancelled at the time of the transaction for a total of $10.0 million.
−Removed: No common units were repurchased for the three months ended March 31, 2024.
−Removed: As of March 31, 2025, there was $140.0 million of authorization remaining under the Common Unit Repurchase Agreement.
−Removed: The following table sets forth a summary of our consolidated cash flows for the three months ended March 31, 2025 and 2024 (in thousands):
−Removed: Three Months Ended March 31,
+Added: During the six months ended June 30, 2025, 243,075 common units were repurchased from Delek Holdings and cancelled at the time of the transaction for a total of $10.0 million.
+Added: No common units were repurchased for the six months ended June 30, 2024.
+Added: As of June 30, 2025, there was $140.0 million of authorization remaining under the Common Unit Repurchase Agreement.
+Added: The following table sets forth a summary of our consolidated cash flows for the six months ended June 30, 2025, and 2024 (in thousands):
+Added: Six Months Ended June 30,
Net cash provided by operating activities $ 138,973 $ 131,497
3 unchanged sentences
Operating Activities
−Removed: Net cash provided by operating activities decreased by $12.3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
+Added: Net cash provided by operating activities increased by $7.5 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
The cash receipts from customer activities increased by $15.1 million and cash payments to suppliers and for allocations to Delek Holdings for salaries decreased by $31.4 million.
1 unchanged sentence
Investing Activities
−Removed: Net cash used in investing activities increased by $224.9 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to Gravity Acquisition for $181.2 million.
+Added: Net cash used in investing activities increased by $332.3 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to Gravity Acquisition for $181.2 million.
Additionally, purchases of property, plant and equipment and intangibles increased $143.5 million and $5.8 million, respectively, primarily associated with growth projects in our gathering and processing segment.
−Removed: Partially offsetting these increases was an increase in proceeds from sale of property, plant and equipment predominantly due to $4.3 million of condemnation proceeds received from eminent domain proceedings in Texas in the current period.
+Added: Also contributing to this increase was a decrease in proceeds from sale of property, plant and equipment of $4.7 million.
+Added: Partially offsetting the increase in cash used was an increase in distributions received from equity method investments of $2.9 million.
Financing Activities
−Removed: Net cash provided by financing activities increased by $228.0 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
−Removed: This increase was primarily driven by increase in net proceeds from our revolving credit facility which increased by $485.0 million.
−Removed: Additionally contributing to this increase was a $6.2 million decrease in payments on other financing arrangements, and a decrease in deferred financing costs paid of $10.9 million associated with the 2029 Note issuances in prior year.
−Removed: Partially offsetting these increases was a decrease of $132.3 million due to proceeds received from the equity issuances in October and March 2024;
−Removed: a decrease in net proceeds from term loans of $118.8 million due to issuance of 2029 Notes net of the extinguishment of 2025 Notes and term facility in the prior year, an increase in distributions paid of $13.1 million and a decrease of $10.0 million due to unit repurchases from Delek Holdings in the current period.
+Added: Net cash provided by financing activities increased by $319.5 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
+Added: This increase was primarily driven by a decrease in net payments on term loans of $378.8 million and an increase in net proceeds from our revolving credit facility of $95.8 million.
+Added: Additionally contributing to this increase was a $6.2 million decrease in payments on other financing arrangements, and a decrease in deferred financing costs paid of $3.4 million.
+Added: Partially offsetting the increase were a decrease of $132.2 million due to proceeds received from the equity issuances in October and March 2024, an increase in distributions paid of $21.8 million and a decrease of $10.0 million due to unit repurchases from Delek Holdings in the current period.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Debt Overview
−Removed: As of March 31, 2025, we had total indebtedness of $2,155.1 million.
−Removed: The increase of $269.7 million in our long-term debt balance compared to the balance at December 31, 2024 resulted from additional borrowings under our revolving credit facility during the three months ended March 31, 2025.
−Removed: As of March 31, 2025, our total indebtedness consisted of:
+Added: As of June 30, 2025, we had total indebtedness of $2,230.9 million.
+Added: The increase of $345.5 million in our long-term debt balance compared to the balance at December 31, 2024, resulted from additional borrowings under our 2033 Notes, partially offset by the paydown of the revolving facility during the six months ended June 30, 2025.
+Added: As of June 30, 2025, our total indebtedness consisted of:
• An aggregate principal amount of $80.9 million under the DKL Revolving Facility, due on October 13, 2027, with an average borrowing rate of 7.72%.
1 unchanged sentence
• An aggregate principal amount of $1,050.0 million, under the 2029 Notes (8.625% senior notes), due in 2029, with an effective interest rate of 8.80%.
−Removed: We believe we were in compliance with the covenants in all debt facilities as of March 31, 2025.
+Added: • An aggregate principal amount of $700.0 million, under the 2033 Notes (7.375% senior notes), due in 2033, with an effective interest rate of 7.64%.
+Added: We believe we were in compliance with the covenants in all debt facilities as of June 30, 2025.
See Note 6 to our condensed consolidated financial statements for a complete discussion of our third-party indebtedness.
6 unchanged sentences
• Regulatory maintenance projects in the gathering and processing segment are those expenditures expected to be spent on certain of our pipelines to maintain their operational integrity pursuant to applicable environmental and other regulatory requirements.
−Removed: Regulatory projects in the wholesale marketing and terminalling segment relates to scheduled maintenance and improvements on our terminalling tanks and racks at certain of our terminals in order to maintain environmental and other regulatory compliance.
+Added: Regulatory projects in the wholesale marketing and terminalling segment relate to scheduled maintenance and improvements on our terminalling tanks and racks at certain of our terminals in order to maintain environmental and other regulatory compliance.
These expenditures have historically been and will continue to be financed through cash generated from operations.
6 unchanged sentences
Management's Discussion and Analysis of Financial Condition and Results of Operations
−Removed: The following table summarizes our actual capital expenditures, including any material capital expenditure payments made or forecasted to be made in advance of receipt of goods and materials, for the three months ended March 31, 2025:
−Removed: (in thousands) Full Year 2025 Forecast Three Months Ended March 31, 2025
+Added: The following table summarizes our actual capital expenditures, including any material capital expenditure payments made or forecasted to be made in advance of receipt of goods and materials, for the six months ended June 30, 2025:
+Added: (in thousands) Full Year 2025 Forecast Six Months Ended June 30, 2025
Gathering and Processing
20 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.