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Acquisitions (Notes) | 3 Months Ended
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Mar. 31, 2015
Acquisitions [Abstract] |
Acquisitions | Acquisitions Acquisitions from Delek El Dorado Offloading Racks Acquisition On March 31, 2015, the Partnership completed the El Dorado Offloading Racks Acquisition and acquired the El Dorado Assets. The purchase price paid for the El Dorado Assets acquired was $42.5 million in cash financed with borrowings under the Partnership's amended and restated senior secured revolving credit facility. In connection with the El Dorado Offloading Racks Acquisition, the Partnership and Delek entered into (i) an asset purchase agreement, (ii) the Third Restated Omnibus Agreement (as defined in Note 14), (iii) a throughput agreement with respect to the El Dorado Assets, (iv) a lease and access agreement, and (v) an amended and restated site services agreement. See Note 14 for additional information regarding these agreements. Tyler Crude Tank Acquisition On March 31, 2015, the Partnership completed the Tyler Crude Tank Acquisition and acquired the Tyler Assets, including the Tyler Crude Tank. The purchase price paid for the Tyler Assets was $19.4 million in cash financed with borrowings under the Partnership's amended and restated senior secured revolving credit facility. El Dorado Acquisition On February 10, 2014, the Partnership completed the El Dorado Acquisition and acquired the El Dorado Terminal and Tank Assets. The purchase price paid for the assets acquired was approximately $95.9 million in cash. In connection with the El Dorado Acquisition, the Partnership and Delek entered into (i) an asset purchase agreement, (ii) the Omnibus Agreement (as defined in Note 14), (iii) a throughput and tankage agreement with respect to the El Dorado Terminal and Tank Assets, (iv) a lease and access agreement, and (v) a site services agreement. Financial Results of the El Dorado Assets, the Tyler Assets and the El Dorado Terminal and Tank Assets The acquisitions of the El Dorado Assets, the Tyler Assets and the El Dorado Terminal and Tank Assets, were considered transfers of businesses between entities under common control. Accordingly, the El Dorado Offloading Racks Acquisition, the Tyler Crude Tank Acquisition and the El Dorado Acquisition, were recorded at amounts based on Delek's historical carrying values as of each respective acquisition date, which were $7.6 million as of March 31, 2015, $11.6 million as of March 31, 2015 and $25.2 million as of February 10, 2014, respectively. Our historical financial statements have been retrospectively adjusted to reflect the results of operations, financial position, cash flows and equity attributable to the El Dorado Assets, the Tyler Assets and the El Dorado Terminal and Tank Assets, as if we owned the assets for all periods presented. The results of the El Dorado Terminal are included in the wholesale marketing and terminalling segment, and the results of the El Dorado Assets, the Tyler Assets and the El Dorado Tank Assets, are included in the pipelines and transportation segment. The results of the El Dorado Assets' and the Tyler Assets' operations prior to the completion of the El Dorado Offloading Racks Acquisition and the Tyler Crude Tank Acquisition on March 31, 2015 have been included in the El Dorado Assets Predecessor results and the Tyler Assets Predecessor results in the tables below. The results of the El Dorado Terminal and Tank Assets' operations prior to the completion of the El Dorado Acquisition on February 10, 2014 have been included in the El Dorado Predecessor results in the tables below. The results of the El Dorado Terminal and Tank Assets' operations subsequent to February 10, 2014, have been included in the Partnership's results. The tables on the following pages present our results of operations, the effect of including the results of the Logistics Assets and the El Dorado Terminal and Tank Assets and the adjusted total amounts included in our condensed consolidated financial statements. Condensed Combined Balance Sheet
|  | Delek Logistics Partners, LP |  | El Dorado Assets (El Dorado Assets Predecessor) |  | Tyler Assets (Tyler Assets Predecessor) |  | December 31, 2014
|  | (In thousands)
ASSETS
Current Assets: |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 1,861 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,861 |
Accounts receivable |  | 27,956 |  |  | — |  |  | — |  |  | 27,956 |
Inventory |  | 10,316 |  |  | — |  |  | — |  |  | 10,316 |
Deferred tax assets |  | 28 |  |  | — |  |  | — |  |  | 28 |
Other current assets |  | 768 |  |  | — |  |  | — |  |  | 768 |
Total current assets |  | 40,929 |  |  | — |  |  | — |  |  | 40,929 |
Property, plant and equipment: |  |  |  |  |  |  |  |
Property, plant and equipment |  | 288,354 |  |  | 8,267 |  |  | 11,776 |  |  | 308,397 |
Less: accumulated depreciation |  | (52,992 | ) |  | (317 | ) |  | — |  |  | (53,309 | )
Property, plant and equipment, net |  | 235,362 |  |  | 7,950 |  |  | 11,776 |  |  | 255,088 |
Goodwill |  | 11,654 |  |  | — |  |  | — |  |  | 11,654 |
Intangible assets, net |  | 16,520 |  |  | — |  |  | — |  |  | 16,520 |
Other non-current assets |  | 7,374 |  |  | — |  |  | — |  |  | 7,374 |
Total assets |  | $ | 311,839 |  |  | $ | 7,950 |  |  | $ | 11,776 |  |  | $ | 331,565 |
LIABILITIES AND EQUITY
Current liabilities: |  |  |  |  |  |  |  |
Accounts payable |  | $ | 18,208 |  |  | $ | — |  |  | $ | — |  |  | $ | 18,208 |
Accounts payable to related parties |  | 628 |  |  | — |  |  | — |  |  | 628 |
Excise and other taxes payable |  | 5,443 |  |  | — |  |  | — |  |  | 5,443 |
Accrued expenses and other current liabilities |  | 1,588 |  |  | — |  |  | — |  |  | 1,588 |
Tank inspection liabilities |  | 2,829 |  |  | — |  |  | — |  |  | 2,829 |
Pipeline release liabilities |  | 1,899 |  |  | — |  |  | — |  |  | 1,899 |
Total current liabilities |  | 30,595 |  |  | — |  |  | — |  |  | 30,595 |
Non-current liabilities: |  |  |  |  |  |  |  |
Revolving credit facility |  | 251,750 |  |  | — |  |  | — |  |  | 251,750 |
Asset retirement obligations |  | 3,319 |  |  | — |  |  | — |  |  | 3,319 |
Deferred tax liabilities |  | 231 |  |  | — |  |  | — |  |  | 231 |
Other non-current liabilities |  | 5,889 |  |  | — |  |  | — |  |  | 5,889 |
Total non-current liabilities |  | 261,189 |  |  | — |  |  | — |  |  | 261,189 |
Equity: |  |  |  |  |  |  |  |
Predecessors division equity |  | — |  |  | 7,950 |  |  | 11,776 |  |  | 19,726 |
Common unitholders - public (9,417,189 units issued and outstanding) |  | 194,737 |  |  | — |  |  | — |  |  | 194,737 |
Common unitholders - Delek (2,799,258 units issued and outstanding) |  | (241,112 | ) |  | — |  |  | — |  |  | (241,112 | )
Subordinated unitholders - Delek (11,999,258 units issued and outstanding) |  | 73,515 |  |  | — |  |  | — |  |  | 73,515 |
General Partner unitholders - Delek (494,197 units issued and outstanding) |  | (7,085 | ) |  | — |  |  | — |  |  | (7,085 | )
Total equity |  | 20,055 |  |  | 7,950 |  |  | 11,776 |  |  | 39,781 |
Total liabilities and equity |  | $ | 311,839 |  |  | $ | 7,950 |  |  | $ | 11,776 |  |  | $ | 331,565 |
Condensed Combined Statements of Operations
|  | Delek Logistics Partners, LP |  | El Dorado Assets (El Dorado Assets Predecessor) |  | Tyler Assets (Tyler Assets Predecessor) |  | Three Months Ended March 31, 2015
|  | (In thousands)
Net Sales |  | $ | 143,512 |  |  | $ | — |  |  | $ | — |  |  | $ | 143,512 |
Operating costs and expenses: |  |  |  |  |  |  |  |
Cost of goods sold |  | 108,407 |  |  | — |  |  | — |  |  | 108,407 |
Operating expenses |  | 10,610 |  |  | 167 |  |  | — |  |  | 10,777 |
General and administrative expenses |  | 3,409 |  |  | — |  |  | — |  |  | 3,409 |
Depreciation and amortization |  | 4,030 |  |  | 372 |  |  | 98 |  |  | 4,500 |
Loss on asset disposals |  | 5 |  |  | — |  |  | — |  |  | 5 |
Total operating costs and expenses |  | 126,461 |  |  | 539 |  |  | 98 |  |  | 127,098 |
Operating income (loss) |  | 17,051 |  |  | (539 | ) |  | (98 | ) |  | 16,414 |
Interest expense, net |  | 2,157 |  |  | — |  |  | — |  |  | 2,157 |
Net income (loss) before income tax expense |  | 14,894 |  |  | (539 | ) |  | (98 | ) |  | 14,257 |
Income tax expense |  | 254 |  |  | — |  |  | — |  |  | 254 |
Net income (loss) |  | 14,640 |  |  | (539 | ) |  | (98 | ) |  | 14,003 |
Less: loss attributable to Predecessors |  | — |  |  | (539 | ) |  | (98 | ) |  | (637 | )
Net income attributable to partners |  | $ | 14,640 |  |  | $ | — |  |  | $ | — |  |  | $ | 14,640 |
|  | Delek Logistics Partners, LP |  | El Dorado Assets (El Dorado Assets Predecessor) |  | El Dorado Terminal and Tank Assets (El Dorado Predecessor) |  | Three Months Ended March 31, 2014 (1)
|  | (In thousands)
Net Sales |  | $ | 203,527 |  |  | $ | — |  |  | $ | — |  |  | $ | 203,527 |
Operating costs and expenses: |  |  |  |  |  |  |  |
Cost of goods sold |  | 172,209 |  |  | — |  |  | — |  |  | 172,209 |
Operating expenses |  | 8,536 |  |  | 177 |  |  | 783 |  |  | 9,496 |
General and administrative expenses |  | 2,617 |  |  | — |  |  | 46 |  |  | 2,663 |
Depreciation and amortization |  | 3,363 |  |  | — |  |  | 114 |  |  | 3,477 |
Total operating costs and expenses |  | 186,725 |  |  | 177 |  |  | 943 |  |  | 187,845 |
Operating income (loss) |  | 16,802 |  |  | (177 | ) |  | (943 | ) |  | 15,682 |
Interest expense, net |  | 1,983 |  |  | — |  |  | — |  |  | 1,983 |
Net income (loss) before income tax expense |  | 14,819 |  |  | (177 | ) |  | (943 | ) |  | 13,699 |
Income tax expense |  | 147 |  |  | — |  |  | — |  |  | 147 |
Net income (loss) |  | 14,672 |  |  | (177 | ) |  | (943 | ) |  | 13,552 |
Less: loss attributable to Predecessors |  | — |  |  | (177 | ) |  | (943 | ) |  | (1,120 | )
Net income attributable to partners |  | $ | 14,672 |  |  | $ | — |  |  | $ | — |  |  | $ | 14,672 |
(1) There were no revenues or expenses associated with the Tyler Assets Predecessor included in our condensed consolidated financial statements for the three months ended March 31, 2014 as the Tyler Assets were not fully constructed and were not placed into service until January 2015. Acquisitions from Third Parties Trucking Assets Acquisition On December 17, 2014, through a new subsidiary, DKL Transportation, LLC, we completed the purchase of substantially all of the assets of Frank Thompson Transport, Inc. ("FTT"), a company that primarily hauled crude oil and asphalt products by transport truck, to complement our existing assets and increase our overall third party business. The assets purchased from FTT include approximately 120 trucks and 200 trailers (the "FTT Assets"). Terminal and Pipeline Acquisition On October 1, 2014, we completed the purchase from an affiliate of Magellan Midstream Partners, LP of (i) a light products terminal in Mount Pleasant, Texas (the "Mount Pleasant Terminal"), (ii) a light products storage facility in Greenville, Texas (the "Greenville Storage Facility"), (iii) a 76-mile pipeline connecting the locations (the "Greenville-Mount Pleasant Pipeline") and (iv) finished product and other related inventory. The Mount Pleasant Terminal, the Greenville Storage Facility and the Greenville-Mount Pleasant Pipeline are hereinafter collectively referred to as the "Greenville-Mount Pleasant Assets." The Mount Pleasant Terminal consists of approximately 200,000 barrels of light product storage capacity, three truck loading lanes and ethanol blending capability. The Greenville Storage Facility has approximately 325,000 barrels of storage capacity and is connected to the Explorer Pipeline System, which is a common carrier pipeline owned by a third party. We acquired the Greenville-Mount Pleasant Assets to complement our existing assets and provide enhanced logistical capabilities. Purchase Price Allocations - Acquisitions from Third Parties The following table summarizes the allocation of the aggregate purchase price for each of the third party acquisitions described above (in thousands):
|  | FTT Assets (1) |  | Greenville-Mount Pleasant Assets (2)
Property, plant and equipment |  | $ | 11,055 |  |  | 4,829 |
Intangible assets |  | — |  |  | 5,171 |
Inventory |  | — |  |  | 1,125 |
Accounts Receivable |  | 1,871 |  |  | — |
Accounts Payable |  | (1,401 | ) |  | — |
Total |  | $ | 11,525 |  |  | $ | 11,125 |
(1) | Allocations are preliminary. The property, plant and equipment valuation is subject to change during the purchase price allocation period.
(2) | During the first quarter of 2015, we adjusted our purchase price allocation and certain of the acquisition-date fair values previously disclosed. The property, plant and equipment and intangible assets valuation are subject to change during the purchase price allocation period.
Pro Forma Financial Information - Acquisitions from Third Parties Below are the unaudited pro forma consolidated results of operations of the Partnership for the three months ended March 31, 2014, as if these acquisitions had occurred on January 1, 2014 (in thousands):
|  | Three Months Ended
|  | March 31, 2014
FTT Assets: |  |
Net sales |  | $ | 206,761 |
Net income |  | $ | 13,719 |
Greenville-Mount Pleasant Assets: |  |
Net sales |  | $ | 203,699 |
Net income |  | $ | 13,443 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6996-128479 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7000-128479 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7008-128479 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463 + Details
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