Item 1. Financial Statements
Item 1. Financial Statements
Delek Logistics Partners, LP
Condensed Consolidated Balance Sheets (Unaudited)
(thousands, except unit and per unit data)
June 30, 2026
December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents
$
13,705
$
10,892
Accounts receivable
134,869
114,544
Accounts receivable from related parties
259,578
216,641
Lease receivable - affiliate
33,158
36,362
Inventory
23,708
17,913
Other current assets
5,129
4,416
Total current assets
470,147
400,768
Property, plant and equipment:
Property, plant and equipment
1,936,429
1,827,530
Less: accumulated depreciation
( 460,068 )
( 403,523 )
Property, plant and equipment, net
1,476,361
1,424,007
Equity method investments
335,690
340,070
Customer relationship intangibles, net
221,923
233,022
Other intangibles, net
145,700
137,439
Goodwill
12,203
12,203
Operating lease right-of-use assets
8,957
11,683
Finance lease right-of-use assets
29,256
27,802
Net investment in leases - affiliate
156,426
185,656
Other non-current assets
13,801
6,618
Total assets
$
2,870,464
$
2,779,268
LIABILITIES AND PARTNERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable
$
427,051
$
292,908
Interest payable
24,356
30,557
Excise and other taxes payable
21,194
16,569
Current portion of operating lease liabilities
2,170
3,027
Current portion of finance lease liabilities
9,834
8,310
Accrued expenses and other current liabilities
4,690
5,122
Total current liabilities
489,295
356,493
Non-current liabilities:
Long-term debt, net of current portion
2,372,717
2,344,420
Operating lease liabilities, net of current portion
2,582
3,551
Finance lease liabilities, net of current portion
20,494
20,289
Asset retirement obligations
26,157
24,278
Other non-current liabilities
28,510
24,123
Total non-current liabilities
2,450,460
2,416,661
Partners' (deficit) equity:
Common unitholders - public; 19,688,283 units issued and outstanding at June 30, 2026 ( 19,643,923 at December 31, 2025)
488,877
510,376
Common unitholders - Delek Holdings; 33,508,831 units issued and outstanding at June 30, 2026, exclusive of 359,372 issued units held by the Partnership in Treasury ( 33,868,203 issued and outstanding at December 31, 2025)
( 558,168 )
( 504,262 )
Total partners' (deficit) equity
( 69,291 )
6,114
Total liabilities and partners' (deficit) equity
$
2,870,464
$
2,779,268
See accompanying notes to the condensed consolidated financial statements
3 |
Financial Statements
Delek Logistics Partners, LP
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)
(In thousands, except unit and per unit data)
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Net revenues
Affiliate (1)
$
204,764
$
114,083
$
371,454
$
240,404
Third party
179,996
132,267
310,772
255,876
Net revenues
384,760
246,350
682,226
496,280
Cost of sales:
Cost of materials and other - affiliate (1)
148,955
84,411
257,140
174,377
Cost of materials and other - third party
90,007
34,950
150,433
74,036
Operating expenses (excluding depreciation and amortization presented below)
42,794
37,525
89,390
78,155
Depreciation and amortization
36,914
25,879
72,267
52,377
Total cost of sales
318,670
182,765
569,230
378,945
Operating expenses related to wholesale business (excluding depreciation and amortization presented below)
543
549
992
904
General and administrative expenses
3,280
8,944
7,554
17,808
Depreciation and amortization
491
1,218
1,639
2,436
Other operating expense (income), net
( 120 )
438
906
( 3,848 )
Total operating costs and expenses
322,864
193,914
580,321
396,245
Operating income
61,896
52,436
101,905
100,035
Interest income
( 22,545 )
( 23,538 )
( 54,830 )
( 46,085 )
Interest expense
70,090
41,711
121,682
82,812
Income from equity method investments
( 14,491 )
( 10,536 )
( 26,114 )
( 20,686 )
Other income, net
( 29 )
( 20 )
( 56 )
( 41 )
Total non-operating expenses, net
33,025
7,617
40,682
16,000
Income before income tax expense
28,871
44,819
61,223
84,035
Income tax expense
—
245
—
427
Net income
28,871
44,574
61,223
83,608
Comprehensive income
$
28,871
$
44,574
$
61,223
$
83,608
Net income per unit:
Basic
$
0.54
$
0.83
$
1.15
$
1.56
Diluted
$
0.54
$
0.83
$
1.15
$
1.56
Weighted average common units outstanding:
Basic
53,175,413
53,445,803
53,343,964
53,524,792
Diluted
53,240,181
53,473,271
53,430,114
53,553,227
(1) See Note 3 for a description of our material affiliate revenue and purchases transactions.
See accompanying notes to the condensed consolidated financial statements
4 |
Financial Statements
Delek Logistics Partners, LP
Condensed Consolidated Statements of Partners' Equity (Deficit) (Unaudited)
(in thousands)
Common - Public
Common - Delek Holdings
Total
Balance as of March 31, 2026
$
500,506
$
( 520,659 )
$
( 20,153 )
Cash distributions
( 22,215 )
( 37,865 )
( 60,080 )
Net income
10,671
18,200
28,871
Units transferred from Delek Holdings held in Treasury
—
( 19,000 )
( 19,000 )
Other
( 85 )
1,156
1,071
Balance as of June 30, 2026
$
488,877
$
( 558,168 )
$
( 69,291 )
Common - Public
Common - Delek Holdings
Total
Balance as of March 31, 2025
$
525,141
$
( 427,706 )
$
97,435
Cash distributions
( 21,726 )
( 37,594 )
( 59,320 )
Net income
16,323
28,251
44,574
Distributions
—
( 51,940 )
( 51,940 )
Other
192
1,050
1,242
Balance as of June 30, 2025
$
519,930
$
( 487,939 )
$
31,991
Common - Public
Common - Delek Holdings
Total
Balance as of December 31, 2025
$
510,376
$
( 504,262 )
$
6,114
Cash distributions
( 44,315 )
( 75,967 )
( 120,282 )
Net income
22,548
38,675
61,223
Units transferred from Delek Holdings held in Treasury
—
( 19,000 )
( 19,000 )
Other
268
2,386
2,654
Balance as of June 30, 2026
$
488,877
$
( 558,168 )
$
( 69,291 )
Common - Public
Common - Delek Holdings
Total
Balance as of December 31, 2024
$
440,957
$
( 405,429 )
$
35,528
Cash distributions
( 43,335 )
( 75,287 )
( 118,622 )
Net income
30,547
53,061
83,608
Issuance of units
91,511
—
91,511
Unit repurchase
—
( 10,000 )
( 10,000 )
Distributions
—
( 51,940 )
( 51,940 )
Other
250
1,656
1,906
Balance as of June 30, 2025
$
519,930
$
( 487,939 )
$
31,991
See accompanying notes to the condensed consolidated financial statements
5 |
Financial Statements
Delek Logistics Partners, LP
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Six Months Ended June 30,
2026
2025
Cash flows from operating activities:
Net income
$
61,223
$
83,608
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
73,906
54,813
Non-cash lease expense
2,848
3,619
Amortization of deferred revenue
( 4,086 )
( 1,660 )
Amortization of deferred financing costs and debt discount
3,231
2,667
Income from equity method investments
( 26,114 )
( 20,686 )
Dividends from equity method investments
22,405
11,722
Loss on extinguishment of debt
23,005
—
Other non-cash adjustments
5,668
( 632 )
Changes in assets and liabilities:
Accounts receivable
( 20,325 )
( 26,364 )
Inventories and other current assets
( 6,508 )
( 1,537 )
Accounts payable and other current liabilities
127,235
322,980
Accounts receivable/payable to related parties
( 42,937 )
( 297,545 )
Net investment in leases - affiliate
13,434
8,279
Non-current assets and liabilities, net
8,589
( 291 )
Net cash provided by operating activities
241,574
138,973
Cash flows from investing activities:
Purchases of property, plant and equipment
( 108,063 )
( 169,948 )
Proceeds from sales of property, plant and equipment
104
4,892
Purchases of intangible assets
( 9,221 )
( 7,017 )
Business combination, net of cash acquired
—
( 181,180 )
Distributions from equity method investments
8,089
5,570
Net cash used in investing activities
( 109,091 )
( 347,683 )
Cash flows from financing activities:
Distributions to common unitholders - public
( 44,315 )
( 43,335 )
Distributions to common unitholders - Delek Holdings
( 75,967 )
( 75,287 )
Proceeds from term debt
800,000
700,000
Payments on term debt
( 800,000 )
—
Proceeds from revolving facility
2,127,500
829,900
Payments on revolving facility
( 2,091,250 )
( 1,184,450 )
Unit repurchase
—
( 10,000 )
Deferred financing costs paid
( 23,353 )
( 10,788 )
Debt extinguishment costs paid
( 17,837 )
—
Other financing activities
( 4,448 )
( 1,278 )
Net cash (used in) provided by financing activities
( 129,670 )
204,762
Net increase (decrease) in cash and cash equivalents
2,813
( 3,948 )
Cash and cash equivalents at the beginning of the period
10,892
5,384
Cash and cash equivalents at the end of the period
$
13,705
$
1,436
Six Months Ended June 30,
2026
2025
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of capitalized interest of $ 2.1 million and $ 5.6 million in the 2026 and 2025 periods, respectively
$
101,647
$
81,146
Non-cash investing activities:
Units transferred from Delek Holdings held in Treasury
$
19,000
$
—
Inventory received in connection with DPG Dropdown
$
—
$
6,860
Forgiveness of related party receivable in connection with DPG Dropdown
$
—
$
58,800
Common units issued in connection with Gravity Acquisition
$
—
$
91,511
Increase in accrued capital expenditures
$
2,636
$
21,184
Non-cash financing activities:
Lease liability arising from obtaining operating right-of-use assets during the period
$
—
$
21,221
Lease liability arising from obtaining finance right-of-use assets during the period
$
6,172
$
—
Decrease in right-of-use assets due to lease terminations during the period
$
41
$
1,176
See accompanying notes to the condensed consolidated financial statements
6 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Delek Logistics Partners, LP
Notes to the Condensed Consolidated Financial Statements (Unaudited)
1. Organization and Basis of Presentation
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").
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. The Partnership serves a broad range of third-party customers. Certain Partnership assets have long-term commercial agreements with Delek Holdings.
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted, although management believes that the disclosures herein are adequate to make the financial information presented not misleading. Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP applied on a consistent basis with those of the annual audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our "Annual Report on Form 10-K"), filed with the U.S. Securities and Exchange Commission (the "SEC") on February 27, 2026, and in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, included in our Annual Report on Form 10-K.
All adjustments necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been included. All intercompany accounts and transactions have been eliminated. Such intercompany transactions do not include those with Delek Holdings or our general partner, which are presented as related parties in these accompanying condensed consolidated financial statements. All adjustments are of a normal, recurring nature. Operating results for the interim period should not be viewed as representative of results that may be expected for any future interim period or for the full year.
Accounting Pronouncements Not Yet Adopted
ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818)
In May 2026, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2026-02 Environmental Credits and Environmental Credit Obligations (Topic 818) ("ASU 2026-02"), which establishes the first comprehensive GAAP framework for recognizing, measuring, presenting and disclosing environmental credits and related compliance obligations. ASU 2026-02 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Entities are required to apply the amendments on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets on the balance sheet) as of the beginning of the annual reporting period of adoption. Early adoption is permitted at the beginning of an annual reporting period. We are currently evaluating the impact that the adoption of ASU 2026-02 will have on our financial position, results of operations, cash flows and related disclosures.
ASU 2025-12, Codification Improvements
In December 2025, the FASB issued ASU 2025-12 Codification Improvements ("ASU 2025-12"). This update addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. Early adoption is permitted. The adoption of ASU 2025-12 will not affect our financial position or our results of operations, but could impact disclosures.
ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements
In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270) Narrow-Scope Improvements ("ASU 2025-11"), which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to Topic 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The adoption of ASU 2025-11 will not affect our financial position or our results of operations, but could impact disclosures.
7 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
ASU 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a VIE
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in a VIE ("ASU 2025-03"). This standard clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted, and the standard is to be applied prospectively to acquisitions after the adoption date. The adoption of ASU 2025-03 will not affect our financial position or our results of operations, but could impact future business combinations.
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 adoption of ASU 2024-03 will not affect our financial position or our results of operations, but will result in additional disclosures.
2. Acquisitions
Gravity Acquisition
On January 2, 2025, we purchased 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 total consideration of $ 300.8 million, subject to customary adjustments for net working capital. The purchase price was comprised of $ 209.3 million in cash, consisting of a cash deposit of $ 22.8 million paid in December 2024, upon execution of the purchase agreement and $ 186.5 million paid at closing, and 2,175,209 of common units.
This acquisition was accounted for using the acquisition method of accounting, whereby the purchase price is measured at acquisition date fair value of assets acquired and liabilities assumed.
Determination of Purchase Price
The table below presents the purchase price (in thousands):
Base purchase price:
$
291,561
Less: Adjusted Net Working Capital (as defined in the Gravity Acquisition Agreement)
3,814
Plus: V arious closing adjustments
5,433
Adjusted purchase price
$
300,808
Cash paid
$
209,297
Fair value of common units issued
91,511
Purchase price
$
300,808
8 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Purchase Price Allocation
The following table summarizes the fair values of assets acquired and liabilities assumed in the Gravity Acquisition as of January 2, 2025 (in thousands):
Assets acquired:
Cash and cash equivalents
$
5,317
Accounts receivables
16,433
Inventories
1,851
Other current assets
1,681
Property, plant and equipment
191,485
Operating lease right-of-use assets
107
Customer relationship intangible (1)
66,271
Other intangibles (1)
31,921
Other non-current assets
59
Total assets acquired
315,125
Liabilities assumed:
Accounts payable
2,459
Accrued expenses and other current liabilities
5,733
Current portion of operating lease liabilities
54
Asset retirement obligations
6,022
Operating lease liabilities, net of current portion
49
Total liabilities assumed
14,317
Fair value of net assets acquired
$
300,808
(1) The acquired intangible assets amount includes the following identified intangibles:
• Customer relationship intangible that is subject to amortization with a fair value of $ 66.3 million, amortized over approximately 32 years.
• Rights-of-way intangibles are valued at $ 31.9 million, the majority of which have an indefinite life.
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.
3. Related Party Transactions
Commercial Agreements
The Partnership has 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. 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.
See our Annual Report on Form 10-K for a more complete description of our material commercial agreements and other agreements with Delek Holdings.
9 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
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
On November 7, 2012, 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, which has been amended and restated from time to time in connection with transactions with Delek Holdings (collectively, as amended and restated, 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 $ 13.0 million to Delek Holdings for its provision of centralized corporate services to the Partnership. Effective July 1, 2026, the annual fee will increase by $ 8.0 million. Pursuant to Intercompany Agreements (as defined below), Delek Holdings waived Omnibus fees for an aggregate of $ 4.0 million during the first two quarters of 2026.
Pursuant to the terms of the Omnibus Agreement, we are 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 three and six months ended June 30, 2026, and 2025. 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 June 30, 2026, and December 31, 2025, there was no receivable from related parties for these matters. These reimbursements are recorded as reductions to operating expense. There were no reimbursements for these matters in each of the three and six month periods ended June 30, 2026, and 2025.
Asset Purchase Agreements with Delek Holdings
On January 30, 2026, the Partnership entered into asset purchase agreements with Delek Holdings (collectively, the “Intercompany Agreements”). Pursuant to these agreements, the Partnership agreed to sell a Tyler refinery tank to Delek Holdings for total consideration of $ 19.0 million (the “Tyler Tank Sale”) and to sell El Dorado tank and terminal assets to Delek Holdings for total consideration of $ 66.0 million (the “El Dorado Terminal Sale”).
The Tyler Tank Sale closed on April 1, 2026. At closing, Delek Holdings returned 359,372 Partnership common units to us, representing the full consideration of $ 19.0 million. The returned units were recorded as treasury units and are no longer considered outstanding for purposes of calculating earnings per unit or distributions. These treasury units are held by the Partnership and may be retired, reissued, or otherwise utilized in accordance with our partnership agreement and applicable regulations. The El Dorado Terminal Sale is expected to close on October 1, 2027, subject to the satisfaction of customary closing conditions.
On May 1, 2025, the Partnership and Delek Holdings, entered into an asset purchase agreement (the “El Dorado Purchase Agreement”), whereby the Partnership agreed to sell the related El Dorado rail facility assets to Delek Holdings for cash consideration of $ 25.0 million (the “El Dorado Sale”). The El Dorado Purchase closed on January 2, 2026, subject to certain closing conditions as set forth in the El Dorado Purchase Agreement.
On May 1, 2025, the Partnership entered into an agreement to terminate, in its entirety, the marketing agreement with Delek Holdings, under which we marketed 100 % of the refined products output of the Tyler Refinery, effective as of January 1, 2026.
Summary of Transactions
Income 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 under commercial agreements based on regulated tariff rates or contractually based fees and product sales, and interest income associated with those commercial agreements classified as sales-type leases. 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-affiliate.
10 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
A summary of income, purchases and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Revenues
$
204,764
$
114,083
$
371,454
$
240,404
Interest income from sales-type leases
$
22,504
$
23,533
$
54,766
$
46,080
Purchases from Affiliates
$
148,955
$
84,411
$
257,140
$
174,377
Operating and maintenance expenses
$
23,623
$
21,153
$
52,301
$
43,093
General and administrative expenses
$
1,297
$
3,114
$
3,113
$
5,334
Quarterly Cash Distributions
Date of Distribution
Distributions paid to Delek Holdings (in thousands)
February 12, 2026
$
38,102
May 11, 2026
37,865
August 10, 2026 (1)
38,033
Total
$
114,000
February 11, 2025
$
37,693
May 15, 2025
37,594
August 14, 2025
37,763
Total
$
113,050
(1) On July 22, 2026, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination. Distributions presented are estimated based on common units held by Delek Holdings as of June 30, 2026, and may differ from amounts actually paid.
11 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
4. Revenues
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):
Three Months Ended June 30, 2026
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Consolidated
Service Revenue - Third Party
$
21,734
$
—
$
1,119
$
22,853
Service Revenue - Affiliate
3,260
502
17,598
21,360
Product Revenue - Third Party
110,268
46,875
—
157,143
Product Revenue - Affiliate
2,183
107,810
—
109,993
Lease Revenue - Affiliate
57,694
7,541
8,176
73,411
Total Revenue
$
195,139
$
162,728
$
26,893
$
384,760
Three Months Ended June 30, 2025
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Consolidated
Service Revenue - Third Party
$
20,526
$
—
$
1,350
$
21,876
Service Revenue - Affiliate
1,521
6,695
13,636
21,852
Product Revenue - Third Party
58,143
52,248
—
110,391
Product Revenue - Affiliate
664
36,533
—
37,197
Lease Revenue - Affiliate
36,913
9,139
8,982
55,034
Total Revenue
$
117,767
$
104,615
$
23,968
$
246,350
Six Months Ended June 30, 2026
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Consolidated
Service Revenue - Third Party
$
44,731
$
—
$
2,595
$
47,326
Service Revenue - Affiliate
6,327
1,146
32,935
40,408
Product Revenue - Third Party
192,701
70,745
—
263,446
Product Revenue - Affiliate
2,567
193,978
—
196,545
Lease Revenue - Affiliate
103,489
14,655
16,357
134,501
Total Revenue
$
349,815
$
280,524
$
51,887
$
682,226
Six Months Ended June 30, 2025
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Consolidated
Service Revenue - Third Party
$
38,980
$
—
$
2,932
$
41,912
Service Revenue - Affiliate
3,027
13,352
27,610
43,989
Product Revenue - Third Party
119,725
94,239
—
213,964
Product Revenue - Affiliate
3,883
85,859
—
89,742
Lease Revenue - Affiliate
70,755
17,864
18,054
106,673
Total Revenue
$
236,370
$
211,314
$
48,596
$
496,280
As of June 30, 2026, we expect to recognize approximately $ 461.1 million 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.
12 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Our unfulfilled performance obligations as of June 30, 2026, were as follows (in thousands):
Remainder of 2026
$
68,400
2027
135,787
2028
87,664
2029
78,241
2030 and thereafter
90,958
Total expected revenue on remaining performance obligations
$
461,050
5. Net Income per Unit
Basic net income per unit is computed by dividing net income by the weighted-average number of outstanding common units. Diluted net income per unit includes the effects of potentially dilutive units on our common units. As of June 30, 2026 and 2025, the only potentially dilutive units outstanding were unvested phantom units.
The calculation of net income per unit is as follows (in thousands, except unit and per unit amounts):
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Net income
$
28,871
$
44,574
$
61,223
$
83,608
Weighted average common units outstanding, basic
53,175,413
53,445,803
53,343,964
53,524,792
Dilutive effect of unvested phantom units
64,768
27,468
86,150
28,435
Weighted average common units outstanding, diluted
53,240,181
53,473,271
53,430,114
53,553,227
Net income per unit:
Basic
$
0.54
$
0.83
$
1.15
$
1.56
Diluted (1)
$
0.54
$
0.83
$
1.15
$
1.56
(1) There were 16,927 and 58,331 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2026, respectively. There were 23,647 and 16,862 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2025, respectively.
6. Long-Term Obligations
Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands):
June 30, 2026
December 31, 2025
DKL Revolving Facility
$
248,100
$
211,850
2034 Notes
800,000
—
2033 Notes
700,000
700,000
2029 Notes
650,000
1,050,000
2028 Notes
—
400,000
Principal amount of long-term debt
2,398,100
2,361,850
Less: Unamortized discount and premium and deferred financing costs
25,383
17,430
Total debt, net of unamortized discount and premium and deferred financing costs
$
2,372,717
$
2,344,420
13 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
DKL Credit Facility
On March 26, 2026, the Partnership entered into a credit agreement (the “New Credit Agreement”) that provides for revolving commitments up to $ 1,300.0 million in the aggregate with a sublimit up to $ 150.0 million for letters of credit and up to $ 50.0 million for swing line loans (the “DKL Revolving Facility”). The DKL Revolving Facility replaced the Partnership's previous revolving credit facility and term loan facility under the Fourth Amended and Restated Credit Agreement (the "Prior Credit Agreement") and proceeds were used to pay all outstanding balances of the Prior Credit Agreement. In connection with the New Credit Agreement, the Partnership recorded $ 10.2 million of debt issuance costs, which are being amortized over the term of the DKL Revolving Facility. In addition, the Partnership recognized a loss on extinguishment of debt of $ 1.6 million related to the write-off of unamortized deferred issuance costs associated with the Prior Credit Agreement, which is recorded in interest expense in the accompanying condensed consolidated statements of income. The maturity date for the DKL Revolving Facility is the earliest of (i) March 26, 2031, (ii) the date that is 180 days prior to the earliest maturity date of the Partnership’s 8.625 % Senior Notes due 2029 to the extent that on such date, no less than $ 500.0 million of aggregate principal amount of the 2029 Notes remains outstanding, and (iii) such date on which the Revolving Credit Commitments (as defined in the New Credit Agreement) are terminated in whole due to voluntary termination or certain events of default.
Borrowings under the DKL Revolving Facility bear interest at either (i) a base rate (equal to the highest of the Prime Rate, the Federal Funds Rate plus 0.50 %, Term SOFR for a one-month interest period plus 1.00 %, and 1.00 %) plus an applicable margin ranging from 0.50 % to 1.50 % per annum, or (ii) a term SOFR-based tranche rate (subject to a 0.00 % floor) plus an applicable margin ranging from 1.50 % to 2.50 % per annum, in each case depending on the Partnership's Total Leverage Ratio (as defined in the New Credit Agreement). Swing loans bear interest at the base rate plus the applicable margin for base rate loans. As of June 30, 2026, the weighted average interest rate was 6.05 %. There were no letters of credit outstanding as of June 30, 2026.
The New Credit Agreement contains affirmative and negative covenants and events of default which the Partnership considers customary and are similar to, but allow additional flexibility to the Partnership and its restricted subsidiaries as compared with those in our Prior Credit Agreement.
The DKL Revolving Facility contains affirmative and negative covenants and events of default, which the Partnership considers customary and are similar to those in our predecessor DKL Revolving Facility. We believe we were in compliance with all covenant requirements as of June 30, 2026. Under the financial covenants in the DKL Revolving Facility, the Partnership cannot:
• permit, as of the last day of each fiscal quarter, the Total Leverage Ratio (as defined in the New Credit Agreement) 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 New Credit Agreement) 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 June 30, 2026, approximates their fair values. Our debt facilities contain affirmative and negative covenants and events of default the Partnership considers usual and customary. As of June 30, 2026, we were in compliance with covenants on all of our debt instruments.
2034 Notes
On May 14, 2026, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp. (“Finance Corp.” and together with the Partnership, the “Issuers”), sold $ 800.0 million in aggregate principal amount of 6.875 % senior notes due 2034 (the “2034 Notes”). Net proceeds were used to redeem the 2028 Notes including accrued interest and a portion of the 2029 Notes including accrued interest.
The 2034 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 2034 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right of payment to any future subordinated indebtedness of the Issuers. The 2034 Notes will mature on June 1, 2034, and interest is payable semi-annually in arrears on each June 1 and December 1.
14 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
At any time prior to June 1, 2029, the Issuers may redeem up to 35 % of the aggregate principal amount of the 2034 Notes at a redemption price of 106.875 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations. Prior to June 1, 2029, the Issuers may also redeem all or part of the 2034 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations. In addition, beginning on June 1, 2029, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2034 Notes, at a redemption price of 103.438 % of the redeemed principal for the twelve-month period beginning on June 1, 2029, 101.719 % for the twelve-month period beginning on June 1, 2030, and 100.00 % beginning on June 1, 2031 and thereafter, plus accrued and unpaid interest, if any. The Issuers may also redeem all (but not a portion of) the 2034 Notes under certain circumstances if 90.00 % or more of the aggregate principal amount of the outstanding 2034 Notes are purchased in connection with a change of control or alternate offer. 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 2034 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest.
We recorded $ 13.5 million of debt issuance costs which are being amortized over the term of the 2034 Notes and included in interest expense in the condensed consolidated statements of income. As of June 30, 2026, the effective interest rate was 7.15 %. The estimated fair value of 2034 Notes was $ 797.3 million as of June 30, 2026, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.
2033 Notes
Our 2033 Notes are general unsecured senior obligations comprised of $ 700.0 million in aggregate principal 7.375 % senior notes maturing on June 30, 2033. The 2033 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the existing Partnership's subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries. As of June 30, 2026, the effective interest rate was 7.63 %. The estimated fair value of the 2033 Notes was $ 714.4 million and $ 716.4 million as of June 30, 2026 and December 31, 2025, respectively, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.
2029 Notes
Our 2029 Notes are general unsecured senior obligations comprised of $ 650.0 million in aggregate principal 8.625 % senior notes maturing on March 15, 2029. The 2029 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries. As of June 30, 2026, the effective interest rate was 8.80 %. The estimated fair value of the 2029 Notes was $ 676.6 million and $ 1,100.4 million as of June 30, 2026 and December 31, 2025, respectively, measured based upon quoted market prices in an active market, defined as Level 2 in the fair value hierarchy.
Concurrent with the issuance of the 2034 Notes, the Partnership issued a conditional notice of partial redemption of the 2029 Notes at a redemption price of 104.313 % for $ 400.0 million of the principal amount plus accrued interest. As a result, the Partnership recognized a loss on extinguishment of debt of $ 19.0 million, which is recorded in interest expense in the accompanying condensed consolidated statements of income.
2028 Notes
Our 2028 Notes were general unsecured senior obligations comprised of $ 400.0 million in aggregate principal of 7.125 % senior notes with an original maturity date of June 1, 2028. The 2028 Notes were unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.).
On May 11, 2026, the Partnership made a cash tender offer to purchase all outstanding 2028 Notes, receiving tenders from holders of approximately $ 270.7 million in aggregate principal amount. The remaining 2028 Notes were subsequently redeemed by June 8, 2026, pursuant to the notice of conditional redemption, resulting in the full extinguishment of the $ 400.0 million aggregate principal. The Partnership recognized a loss on extinguishment of debt of $ 2.4 million, which is recorded in interest expense in the accompanying condensed consolidated statements of income.
7. Equity
Equity Activity
The table below summarizes the changes in the number of units outstanding from December 31, 2025 through June 30, 2026.
15 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Common - Public
Common - Delek Holdings (1)
Total
Balance at December 31, 2025
19,643,923
33,868,203
53,512,126
Unit-based compensation awards (2)
44,360
—
44,360
Units transferred from Delek Holdings held in Treasury (3)
—
( 359,372 )
( 359,372 )
Balance at June 30, 2026
19,688,283
33,508,831
53,197,114
(1) As of June 30, 2026, Delek Holdings owned a 63.0 % interest in the Partnership.
(2) Unit-based compensation awards are presented net of 21,588 units withheld for taxes for the six months ended June 30, 2026.
(3) Represents units transferred from Delek Holdings to the Partnership as consideration for the Tyler Tank transaction. These units are held in Treasury by the Partnership and were transferred at a cost of $ 52.87 per unit. See Note 3 for further details.
Long-Term Incentive Plan
On June 5, 2026, the holders of a majority of the Partnership's outstanding common units approved an amendment to the Delek Logistics GP, LLC Amended and Restated 2012 Long-Term Incentive Plan (the "LTIP"). The amendment increased the number of common units available for issuance under the LTIP by 1,000,000 units, resulting in an aggregate of 1,912,207 common units authorized for issuance thereunder. The LTIP permits the grant of common units, restricted units, phantom units, unit appreciation rights, distribution equivalent rights and other unit-based awards to employees, directors and other service providers of the Partnership and its affiliates.
Unit Repurchase
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”). 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 Common Unit Purchase Agreement. The Partnership may fund Repurchases using cash on hand or borrowings under its existing credit facility, subject to compliance with applicable covenants. 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. No common units were repurchased for the six months ended June 30, 2026. As of June 30, 2026, there was $ 140.0 million of authorization remaining under the Common Unit Repurchase Agreement.
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 Ended
Total Quarterly Distribution Per Limited Partner Unit
Total Cash Distribution (in thousands)
December 31, 2024
$ 1.105
$ 59,302
March 31, 2025
$ 1.110
$ 59,320
June 30, 2025
$ 1.115
$ 59,612
September 30, 2025
$ 1.120
$ 59,898
December 31, 2025
$ 1.125
$ 60,202
March 31, 2026
$ 1.130
$ 60,080
June 30, 2026 (1)
$ 1.135
$ 60,379
(1) On July 22, 2026, the board of directors of our general partner declared this quarterly cash distribution, payable on August 10, 2026, to unitholders of record on August 3, 2026. Total cash distribution is estimated based on the number of common units outstanding as of June 30, 2026.
8. 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.
The Partnership owns a 50 % equity interest in Wink to Webster Holdings, LLC ("W2W Holdings"). Our interest in W2W Holdings includes a 15.6 % indirect interest in the Wink to Webster Pipeline, LLC joint venture ("Wink to Webster") and related joint venture indebtedness.
16 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
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 Wink to Webster 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 June 30, 2026, 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. The Partnership did not provide any financial support to equity method investments that it was not contractually obligated to provide during the three and six months ended June 30, 2026 and 2025.
The Partnership's investment balances in these joint ventures were as follows (in thousands):
As of June 30, 2026
As of December 31, 2025
Red River
$
129,810
$
132,139
W2W Holdings
116,692
116,404
CP LLC
57,629
59,088
Andeavor Logistics
31,559
32,439
Total Equity Method Investments
$
335,690
$
340,070
9. Segment Data
We review operating results in 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. 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 segment 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. Segment EBITDA is an important measure used by management to evaluate the financial performance of our core operations. We define segment EBITDA as net income before net interest expense, income taxes, depreciation, amortization, and proportional interest, taxes, depreciation and amortization of equity method investments. Segment data for prior periods has been restated and is consistent with the current year presentation. A reconciliation of segment EBITDA to net income is included in the tables below.
Assets by segment is not a measure used to assess the performance of the Partnership by the CODM and thus is not disclosed.
17 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
The following table summarizes segment operating results, as measured by segment EBITDA, for the periods presented:
Three Months Ended June 30, 2026
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Investments in Pipeline Joint Ventures
Total
Net revenues:
Affiliate (1)
$
63,137
$
115,853
$
25,774
$
—
$
204,764
Third party
132,002
46,875
1,119
—
179,996
Total revenue
195,139
162,728
26,893
—
384,760
Cost of materials and other
71,939
151,562
13,934
—
237,435
Operating expenses
29,739
2,551
5,377
—
37,667
Proportional EBITDA from equity method investments
—
—
—
( 20,710 )
( 20,710 )
Other segment items (2)
75
5
( 29 )
—
51
Segment EBITDA
93,386
8,610
7,611
20,710
130,317
Reconciling items to consolidated net income before income taxes:
Corporate expenses and other
10,277
Proportional interest, taxes, depreciation and amortization from equity-method investments
6,219
Depreciation and amortization
37,405
Interest income
( 22,545 )
Interest expense
70,090
Income tax expense
—
Net income
$
28,871
Three Months Ended June 30, 2025
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Investments in Pipeline Joint Ventures
Total
Net revenues:
Affiliate (1)
$
39,098
$
52,367
$
22,618
$
—
$
114,083
Third party
78,669
52,248
1,350
—
132,267
Total revenue
117,767
104,615
23,968
—
246,350
Cost of materials and other
21,748
84,496
13,090
—
119,334
Operating expenses
31,516
1,171
3,794
—
36,481
Proportional EBITDA from equity method investments
—
—
—
( 17,041 )
( 17,041 )
Other segment items (1)
556
9
57
—
622
Segment EBITDA
63,947
18,939
7,027
17,041
106,954
Reconciling items to consolidated net income before income taxes:
Corporate expenses and other
10,360
Proportional interest, taxes, depreciation and amortization from equity-method investments
6,505
Depreciation and amortization
27,097
Interest income
( 23,538 )
Interest expense
41,711
Income tax expense
245
Net income
$
44,574
18 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Six Months Ended June 30, 2026
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Investments in Pipeline Joint Ventures
Total
Net revenues:
Affiliate
$
112,383
$
209,779
$
49,292
$
—
$
371,454
Third party
237,432
70,745
2,595
—
310,772
Total revenue
349,815
280,524
51,887
—
682,226
Cost of materials and other
122,240
256,694
27,072
—
406,006
Operating expenses
62,178
5,423
11,503
—
79,104
Proportional EBITDA from equity method investments
—
—
—
( 39,029 )
( 39,029 )
Other segment items (1)
1,391
35
( 54 )
—
1,372
Segment EBITDA
$
164,006
$
18,372
$
13,366
$
39,029
234,773
Reconciling items to consolidated net income before income taxes:
Corporate expenses and other
19,877
Proportional interest, taxes, depreciation and amortization from equity-method investments
12,915
Depreciation and amortization
73,906
Interest income
( 54,830 )
Interest expense
121,682
Income tax expense
—
Net income
$
61,223
Six Months Ended June 30, 2025
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Investments in Pipeline Joint Ventures
Total
Net revenues:
Affiliate
$
77,665
$
117,075
$
45,664
$
—
$
240,404
Third party
158,705
94,239
2,932
—
255,876
Total revenue
236,370
211,314
48,596
—
496,280
Cost of materials and other
46,092
174,149
28,117
—
248,358
Operating expenses
62,097
4,970
8,955
—
76,022
Proportional EBITDA from equity method investments
—
—
—
( 33,856 )
( 33,856 )
Other segment items (1)
( 3,705 )
19
83
—
( 3,603 )
Segment EBITDA
$
131,886
$
32,176
$
11,441
$
33,856
209,359
Reconciling items to consolidated net income before income taxes:
Corporate expenses and other
20,614
Proportional interest, taxes, depreciation and amortization from equity-method investments
13,170
Depreciation and amortization
54,813
Interest income
( 46,085 )
Interest expense
82,812
Income tax expense
427
Net income
$
83,608
(1) Other segment items include general and administrative expense, other operating (income) loss and other income.
19 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
The following is a summary of other segment information for the periods presented:
Three Months Ended June 30, 2026
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Investments in Pipeline Joint Ventures
Corporate and Other
Consolidated
Depreciation and amortization
$
33,870
$
762
$
2,000
$
—
$
773
$
37,405
Interest income
$
10,004
$
4,089
$
8,452
$
—
$
—
$
22,545
Capital spending (1)
$
59,623
$
450
$
801
$
—
$
—
$
60,874
Three Months Ended June 30, 2025
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Investments in Pipeline Joint Ventures
Corporate and Other
Consolidated
Depreciation and amortization
$
24,085
$
952
$
1,301
$
—
$
759
$
27,097
Interest income
$
11,113
$
4,109
$
8,316
$
—
$
—
$
23,538
Capital spending (1)
$
117,218
$
65
$
1,906
$
—
$
—
$
119,189
Six Months Ended June 30, 2026
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Investments in Pipeline Joint Ventures
Corporate and Other
Consolidated
Depreciation and amortization
$
67,111
$
1,530
$
3,725
$
—
$
1,540
$
73,906
Interest income
$
20,162
$
8,106
$
26,562
$
—
$
—
$
54,830
Capital spending (1)
$
109,142
$
561
$
996
$
—
$
—
$
110,699
Six Months Ended June 30, 2025
Gathering and Processing
Wholesale Marketing and Terminalling
Storage and Transportation
Investments in Pipeline Joint Ventures
Corporate and Other
Consolidated
Depreciation and amortization
$
48,808
$
1,904
$
2,582
$
—
$
1,519
$
54,813
Interest income
$
22,478
$
8,270
$
15,337
$
—
$
—
$
46,085
Capital spending (1)
$
188,529
$
155
$
2,448
$
—
$
—
$
191,132
(1) Capital spending includes additions on an accrual basis.
20 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
10. 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.
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 New 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, salt wells, 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.
21 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
11. Leases
Lessee
In March 2026, we entered into an arrangement with a third party to construct, own, and subsequently lease to us certain sour gas gathering equipment near our Libby gas processing plant. The construction is expected to be completed in the second half of 2026, at which time we have committed to enter into a finance lease for the equipment. During construction, we are not deemed to control the assets and are not obligated to fund construction costs; therefore, we have not recognized the assets or related obligations on our balance sheet as of June 30, 2026. The total estimated project cost is approximately $ 60.0 million. Upon lease commencement, we will recognize a right-of-use asset and lease liability in accordance with ASC 842, Leases ("ASC 842").
Lessor
We are the lessor under certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings. Revenue from these leases is recorded in affiliate revenue in the accompanying condensed consolidated statements of income and comprehensive income.
We recognized any billings in excess of minimum volume requirements as variable lease payments, and these variable lease payments were recorded in lease revenues.
Lease income included in the accompanying condensed consolidated statements of income and comprehensive income were as follows:
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2026
2025
2026
2025
Operating leases:
Lease revenue
$
68,875
$
50,717
$
126,074
$
99,316
Sales-type leases:
Interest income (Sales-type rental revenue-fixed minimum)
$
22,504
$
23,533
54,766
46,080
Lease revenue (Revenue from variable lease payments)
4,536
4,317
8,427
7,357
Sales-type lease income
$
27,040
$
27,850
$
63,193
$
53,437
12. Subsequent Events
Distribution Declaration
On July 22, 2026, our general partner's board of directors declared a quarterly cash distribution of $ 1.135 per unit, payable on August 10, 2026, to unitholders of record on August 3, 2026.
22 |
Management's Discussion and Analysis of Financial Condition and Results of Operations
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.