XML 59 R21.htm IDEA: XBRL DOCUMENT
v3.22.4

Equity | 12 Months Ended
--- | ---
Dec. 31, 2022
Equity [Abstract] |
Equity | Equity We had 9,257,305 common limited partner units held by the public outstanding as of December 31, 2022. Additionally, as of December 31, 2022, Delek Holdings owned an 78.8% limited partner interest in us, consisting of 34,311,278 common limited partner units. On November 14, 2022, we entered into an Equity Distribution Agreement with RBC Capital Markets, LLC (the “Manager”) under which we may issue and sell, from time to time, to or through the Manager, as sales agent and/or principal, as applicable, common units representing limited partner interests, having an aggregate offering price of up to $100.0 million. The Equity Distribution Agreement provides us the right, but not the obligation, to sell common units in the future, at prices we deem appropriate. The net proceeds from any sales under this agreement will be used for general partnership purposes. For the year ended December 31, 2022, we sold 59,192 common units under the Equity Distribution Agreement for net proceeds of $3.1 million. Underwriting discounts were immaterial. On April 14, 2022, we filed a shelf registration statement with the SEC, which was declared effective on April 29, 2022, which provides the Partnership the ability to offer up to $200.0 million of our common limited partner units from time to time and through one or more methods of distribution, subject to market conditions and our capital needs. On December 22, 2021, Delek Holdings issued a press release regarding a program to sell up to 434,590 common limited partner units representing limited partner interests in the Partnership. We did not sell any securities under this program and we did not receive any proceeds from the sale of the securities by Delek Holdings. Effective August 13, 2020, the Partnership closed on the IDR Restructuring Transaction, and contemporaneous with this transaction, Delek Holdings purchased a 5.2% ownership interest in our general partner from certain affiliates, who were also members of our general partner's management and board of directors, at fair market value. Delek Holdings now owns 100% of the outstanding ownership interest in our general partner. As part of this transaction, we expensed approximately $1.1 million of transaction costs. In August 2020, we filed a shelf registration statement with the U.S. Securities and Exchange Commission, which subsequently became effective, for the proposed re-sale or other disposition from time to time by Delek Holdings of up to 14.0 million of our common limited partner units. As of December 31, 2022, we did not sell any securities under this shelf registration statement and we will not receive any proceeds from the sale of securities by Delek Holdings. Equity Activity The table below summarizes the changes in the number of units outstanding from December 31, 2020 through December 31, 2022.
| Common - Public |  | Common - Delek Holdings |  | General Partner |  | Total
Balance at December 31, 2019 | 9,131,579 |  |  | 15,294,046 |  |  | 498,482 |  |  | 24,924,107 |
General partner units issued to maintain 2% interest | — |  |  | — |  |  | 102,196 |  |  | 102,196 |
Unit-based compensation awards (1) | 17,711 |  |  | — |  |  | — |  |  | 17,711 |
Midland Gathering Assets Acquisition equity issuance | — |  |  | 5,000,000 |  |  | — |  |  | 5,000,000 |
Delek Holdings unit purchases from public | (451,822) |  |  | 451,822 |  |  | — |  |  | — |
General Partner units converted to non-economic general partner interest | — |  |  | — |  |  | (600,678) |  |  | (600,678) |
Common limited partner units issued in IDR Restructuring Transaction | — |  |  | 14,000,000 |  |  | — |  |  | 14,000,000 |
Balance at December 31, 2020 | 8,697,468 |  |  | 34,745,868 |  |  | — |  |  | 43,443,336 |
Delek Holdings resale of units | 49,068 |  |  | (49,068) |  |  | — |  |  | — |
Unit-based compensation awards (1) | 27,517 |  |  | — |  |  | — |  |  | 27,517 |
Balance at December 31, 2021 | 8,774,053 |  |  | 34,696,800 |  |  | — |  |  | 43,470,853 |
Delek Holdings resale of units | 385,522 |  |  | (385,522) |  |  | — |  |  | — |
Unit-based compensation awards (1) | 38,538 |  |  | — |  |  | — |  |  | 38,538 |
Issuance of units pursuant to the Equity Distribution Agreement | 59,192 |  |  | — |  |  | — |  |  | 59,192 |
Balance at December 31, 2022 | 9,257,305 |  |  | 34,311,278 |  |  | — |  |  | 43,568,583 |
(1) Unit-based compensation awards are presented net of 12,224, 5,315 and 926 units withheld for taxes as of December 31, 2022, 2021 and 2020, respectively.
Issuance of Additional Securities Our Partnership Agreement authorizes us to issue an unlimited number of additional partnership securities for the consideration and on the terms and conditions determined by our general partner without the approval of the unitholders. Costs associated with the issuance of securities are allocated to all unitholders' capital accounts based on their ownership interest at the time of issuance. Allocations of Net Income Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Prior to August 13, 2020, normal allocations were made according to percentage interests after giving effect to priority income allocations in an amount equal to incentive cash distributions allocated 100% to our general partner. Effective August 13, 2020, the IDRs were eliminated and the 2% general partner economic interest was converted to a non-economic general partner interest that no longer receives cash distributions. The following table presents the allocation of the general partner's interest in net income (in thousands, except percentage of ownership interest):
| Year Ended December 31,
| 2022 |  | 2021 |  | 2020
Net income attributable to partners | $ | 159,052 |  |  | $ | 164,822 |  |  | $ | 159,256 |
Less: General partner's IDRs | — |  |  | — |  |  | (17,632) |
Net income available to partners | $ | 159,052 |  |  | $ | 164,822 |  |  | $ | 141,624 |
General partner's ownership interest | — | % |  | — | % |  | 2.0 | %
General partner's allocated interest in net income | — |  |  | — |  |  | 1,092 |
General partner's IDRs | — |  |  | — |  |  | 17,632 |
Total general partner's interest in net income | $ | — |  |  | $ | — |  |  | $ | 18,724 |
Incentive Distribution Rights Effective August 13, 2020, the Partnership closed on the IDR Restructuring Transaction and the general partner no longer receives any cash distributions. Prior to August 13, 2020, our general partner was entitled to 2.0% of all quarterly distributions that we make prior to our liquidation. Our general partner had the right, but not the obligation, to contribute up to a proportionate amount of capital to us to maintain its current general partner interest. Our general partner held IDRs that entitled it to receive increasing percentages, up to a maximum of 48.0%, of the cash we distributed from operating surplus (as defined in our Partnership Agreement) in excess of $0.43125 per unit per quarter. The maximum distribution was 48.0% and did not include any distributions that our general partner or its affiliates may have received on common or general partner units that it owns. As of August 12, 2020, the IDRs held by our general partner were entitled to receive the maximum distribution. Pursuant to Amendment No. 2 to the Prior Partnership Agreement, prior to the IDR Restructuring Transaction, an agreement was reached for a waiver of distributions in respect of the IDRs associated with the 5.0 million Additional Units for at least two years, through at least the distribution for the quarter ending March 31, 2022 (the "IDR Waiver"). The IDR Waiver essentially reduced the distribution made to the holders of the IDRs during this period, as the holders would not receive a share of the distribution made on the GP Additional Units. Subsequently, the IDRs were eliminated in the IDR Restructuring Transaction on August 13, 2020. 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 and general partner 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) |  | Date of Distribution |  | Unitholders Record Date
December 31, 2020 |  | $ | 0.910 |  |  |  |  | $ | 39,533 |  |  | February 9, 2021 |  | February 2, 2021
March 31, 2021 |  | $ | 0.920 |  |  |  |  | $ | 39,968 |  |  | May 14, 2021 |  | May 10, 2021
June 30, 2021 |  | $ | 0.940 |  |  |  |  | $ | 40,846 |  |  | August 11, 2021 |  | August 5, 2021
September 30, 2021 |  | $ | 0.950 |  |  |  |  | $ | 41,286 |  |  | November 10, 2021 |  | November 5, 2021
December 31, 2021 |  | $ | 0.975 |  |  |  |  | $ | 42,384 |  |  | February 8, 2022 |  | February 1, 2022
March 31, 2022 |  | $ | 0.980 |  |  |  |  | $ | 42,604 |  |  | May 12, 2022 |  | May 5, 2022
June 30, 2022 |  | $ | 0.985 |  |  |  |  | $ | 42,832 |  |  | August 11, 2022 |  | August 4, 2022
September 30, 2022 |  | $ | 0.990 |  |  |  |  | $ | 43,057 |  |  | November 10, 2022 |  | November 4, 2022
December 31, 2022 |  | $ | 1.020 |  |  |  |  | $ | 44,440 |  |  | February 9, 2023 |  | February 2, 2023
The allocations of total quarterly cash distributions made to general and limited partners for the years ended December 31, 2022, 2021 and 2020 are set forth in the table below. Distributions earned with respect to a given period are declared subsequent to quarter end. Therefore, the table below presents total cash distributions applicable to the period in which the distributions are earned (in thousands, except per unit amounts):
| Year Ended December 31,
| 2022 |  | 2021 |  | 2020
General partner's distributions: |  |  |  |  |
General partner's distributions | $ | — |  |  | $ | — |  |  | $ | 986 |
General partner's IDRs | — |  |  | — |  |  | 17,632 |
Total general partner's distributions | — |  |  | — |  |  | 18,618 |
Limited partners' distributions: |  |  |  |  |
Common limited partners' distributions | 172,933 |  |  | 164,484 |  |  | 127,070 |
Total cash distributions | $ | 172,933 |  |  | $ | 164,484 |  |  | $ | 145,688 |
Cash distributions per limited partner unit | $ | 3.975 |  |  | $ | 3.785 |  |  | $ | 3.605 |

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 16 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 40 -Section 50 -Paragraph 6 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration