UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

~~September 30, 2020~~March 31, 2021


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

						For the transition period from to

Commission file number 001-35721

DELEK LOGISTICS PARTNERS, LP

(Exact name of registrant as specified in its charter)


Delaware			45-5379027
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

7102 Commerce Way	Brentwood	Tennessee	37027
(Address of principal executive offices)			(Zip Code)

(615) 771-6701

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Units Representing Limited Partnership Interests

DKL

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

At ~~October~~April 30, ~~2020,~~2021, there were ~~43,433,239~~43,443,336 common limited partner units outstanding.

Table of Contents

Delek Logistics Partners, LP

Quarterly Report on Form 10-Q

For the Quarterly Period Ended ~~September 30, 2020~~March 31, 2021

PART I. FINANCIAL INFORMATION
PART II. OTHER INFORMATION
3
Item 1. Financial Statements (unaudited)
53
Item 1. Legal Proceedings
3
Condensed Consolidated Balance Sheets
4
Condensed Consolidated Statements of Income and Comprehensive Income
53
Item 1A. Risk Factors
6
Condensed Consolidated Statements of Partner's Equity (Deficit)
5
Condensed Consolidated Statements of Cash Flows
55
Item 6. Exhibits
7
Notes to Condensed Consolidated Financial Statements
7
Note 1 - Organization and Basis of Presentation
56
Signatures
9
Note 2 - Acquisitions
10
Note 3 - Related Party Transactions
12
Note 4 - Revenues
14
Note 5 - Net Income Per Unit
15
Note 6 - Inventory
15
Note 7 - Long-Term Obligations
17
Note 8 - Equity
19
Note 9 - Equity Based Compensation
19
Note 10 - Equity Method Investments
20
Note 11 - Segments
22
Note 12 - Income Taxes
22
Note 13 - Commitments and Contingencies
23
Note 14 - Leases
24
Note 15 - Subsequent Events
25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
37
Summary Financial and Other Information
39
Results of Operations
39
Consolidated
42
Pipelines and Transportation
45
Wholesale Marketing and Terminalling
48
Liquidity and Capital Resources
52
Item 3. Quantitative and Qualitative Disclosures about Market Risk
52
Item 4. Controls and Procedures


PART I. FINANCIAL INFORMATION				PART II. OTHER INFORMATION

3	Item 1. Financial Statements (unaudited)			48	Item 1. Legal Proceedings
	3	Condensed Consolidated Balance Sheets
	4	Condensed Consolidated Statements of Income and Comprehensive Income		48	Item 1A. Risk Factors
	6	Condensed Consolidated Statements of Partner's Equity (Deficit)
	5	Condensed Consolidated Statements of Cash Flows		48	Item 6. Exhibits
	7	Notes to Condensed Consolidated Financial Statements
		7	Note 1 - Organization and Basis of Presentation	49	Signatures
		8	Note 2 - Acquisitions
		9	Note 3 - Related Party Transactions
		11	Note 4 - Revenues
		13	Note 5 - Net Income Per Unit
		14	Note 6 - Inventory
		14	Note 7 - Long-Term Obligations
		15	Note 8 - Equity
		17	Note 9 - Equity Based Compensation
		17	Note 10 - Equity Method Investments
		19	Note 11 - Segments


		20	Note 12 - Income Taxes
		20	Note 13 - Commitments and Contingencies
		21	Note 14 - Leases
		22	Note 15 - Subsequent Events

23	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	33	Summary of Financial and Other Information
	35	Results of Operations
		35	Consolidated
		38	Pipelines and Transportation
		40	Wholesale Marketing and Terminalling
	43	Liquidity and Capital Resources

47	Item 3. Quantitative and Qualitative Disclosures about Market Risk

47	Item 4. Controls and Procedures


2 \|

Financial Statements

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Delek Logistics Partners, LP

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except unit and per unit data)


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	6,024	$	5,545	Cash and cash equivalents	$	13,377	$	4,243
Accounts receivable	Accounts receivable	17,472		13,204		Accounts receivable	12,322		15,676
Accounts receivable from related parties	Accounts receivable from related parties	10,002		0		Accounts receivable from related parties	0		5,932
Inventory	Inventory	1,696		12,617		Inventory	1,867		3,127

Other current assets	Other current assets	410		2,204		Other current assets	525		331
Total current assets	Total current assets	35,604		33,570		Total current assets	28,091		29,309
Property, plant and equipment:	Property, plant and equipment:					Property, plant and equipment:
Property, plant and equipment	Property, plant and equipment	684,199		461,325		Property, plant and equipment	699,552		692,282
Less: accumulated depreciation	Less: accumulated depreciation	(216,698)		(166,281)		Less: accumulated depreciation	(237,495)		(227,470)
Property, plant and equipment, net	Property, plant and equipment, net	467,501		295,044		Property, plant and equipment, net	462,057		464,812
Equity method investments	Equity method investments	255,368		246,984		Equity method investments	251,448		253,675
Operating lease right-of-use assets	Operating lease right-of-use assets	18,153		3,745		Operating lease right-of-use assets	24,804		24,199
Goodwill	Goodwill	12,203		12,203		Goodwill	12,203		12,203
Marketing Contract Intangible, net	Marketing Contract Intangible, net	125,591		130,999		Marketing Contract Intangible, net	121,985		123,788
Rights-of-way	Rights-of-way	36,178		15,597		Rights-of-way	36,791		36,316
Other non-current assets	Other non-current assets	6,988		6,305		Other non-current assets	11,491		12,115
Total assets	Total assets	$	957,586	$	744,447	Total assets	$	948,870	$	956,417
LIABILITIES AND DEFICIT	LIABILITIES AND DEFICIT					LIABILITIES AND DEFICIT
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	4,740	$	12,471	Accounts payable	$	4,155	$	6,659
Accounts payable to related parties	Accounts payable to related parties	0		8,898		Accounts payable to related parties	4,546		0

Interest payable	Interest payable	6,745		2,572		Interest payable	6,627		2,452
Excise and other taxes payable	Excise and other taxes payable	3,433		3,941		Excise and other taxes payable	3,637		4,969
Current portion of operating lease liabilities	Current portion of operating lease liabilities	5,546		1,435		Current portion of operating lease liabilities	8,446		8,691
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	3,482		5,765		Accrued expenses and other current liabilities	5,355		5,529
Total current liabilities	Total current liabilities	23,946		35,082		Total current liabilities	32,766		28,300
Non-current liabilities:	Non-current liabilities:					Non-current liabilities:
Long-term debt	Long-term debt	1,006,145		833,110		Long-term debt	983,436		992,291

Asset retirement obligations	Asset retirement obligations	5,908		5,588		Asset retirement obligations	6,130		6,015
Deferred tax liabilities	Deferred tax liabilities	1,205		215		Deferred tax liabilities	681		616
Operating lease liabilities, net of current portion	Operating lease liabilities, net of current portion	12,607		2,310		Operating lease liabilities, net of current portion	16,292		15,418
Other non-current liabilities	Other non-current liabilities	19,229		19,261		Other non-current liabilities	20,955		22,078
Total non-current liabilities	Total non-current liabilities	1,045,094		860,484		Total non-current liabilities	1,027,494		1,036,418
Equity (Deficit):	Equity (Deficit):					Equity (Deficit):
Common unitholders - public; 8,687,371 units issued and outstanding at September 30, 2020 (9,131,579 at December 31, 2019)		164,313		164,436
Common unitholders - Delek Holdings; 34,745,868 units issued and outstanding at September 30, 2020 (15,294,046 at December 31, 2019)		(275,767)		(310,513)
General partner - 0 units issued and outstanding at September 30, 2020 (498,482 at December 31, 2019) (1)		0		(5,042)
Common unitholders - public; 8,697,468 units issued and outstanding at March 31, 2021 (8,697,468 at December 31, 2020)						Common unitholders - public; 8,697,468 units issued and outstanding at March 31, 2021 (8,697,468 at December 31, 2020)	164,100		164,614
Common unitholders - Delek Holdings; 34,745,868 units issued and outstanding at March 31, 2021 (34,745,868 at December 31, 2020)						Common unitholders - Delek Holdings; 34,745,868 units issued and outstanding at March 31, 2021 (34,745,868 at December 31, 2020)	(275,490)		(272,915)
Total deficit	Total deficit	(111,454)		(151,119)		Total deficit	(111,390)		(108,301)
Total liabilities and deficit	Total liabilities and deficit	$	957,586	$	744,447	Total liabilities and deficit	$	948,870	$	956,417

~~(1)~~ ~~See Note 3 for a description of the IDR Restructuring Transaction.~~

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				Nine months ended					Three months ended
		September 30,				September 30,					March 31,
		2020		2019		2020		2019				2021		2020
Net revenues:	Net revenues:									Net revenues:
Affiliates (1)	Affiliates (1)	$	95,410	$	66,647	$	289,739	$	191,530	Affiliates (1)		$	96,194	$	106,699
Third party	Third party	46,858		70,909		133,567		253,852		Third party		56,719		56,702
Net revenues	Net revenues	142,268		137,556		423,306		445,382		Net revenues		152,913		163,401
Cost of sales:	Cost of sales:									Cost of sales:
Cost of materials and other	Cost of materials and other	60,692		72,594		205,877		262,713		Cost of materials and other		81,171		101,293
Operating expenses (excluding depreciation and amortization presented below)	Operating expenses (excluding depreciation and amortization presented below)	13,694		17,490		39,271		49,318		Operating expenses (excluding depreciation and amortization presented below)		13,495		13,954
Depreciation and amortization	Depreciation and amortization	8,931		6,138		22,957		18,450		Depreciation and amortization		10,247		5,803
Total cost of sales	Total cost of sales	83,317		96,222		268,105		330,481		Total cost of sales		104,913		121,050
Operating expenses related to wholesale business (excluding depreciation and amortization presented below)	Operating expenses related to wholesale business (excluding depreciation and amortization presented below)	536		945		2,152		2,502		Operating expenses related to wholesale business (excluding depreciation and amortization presented below)		561		790
General and administrative expenses	General and administrative expenses	6,122		5,280		16,973		15,046		General and administrative expenses		4,860		6,130
Depreciation and amortization	Depreciation and amortization	528		450		1,495		1,351		Depreciation and amortization		492		496
Other operating income, net	Other operating income, net	0		(70)		(107)		(95)		Other operating income, net		(83)		(107)
Total operating costs and expenses	Total operating costs and expenses	90,503		102,827		288,618		349,285		Total operating costs and expenses		110,743		128,359
Operating income	Operating income	51,765		34,729		134,688		96,097		Operating income		42,170		35,042
Interest expense, net	Interest expense, net	10,360		12,509		32,854		35,164		Interest expense, net		9,737		11,824
Income from equity method investments	Income from equity method investments	(4,860)		(8,394)		(16,875)		(14,860)		Income from equity method investments		(4,049)		(5,553)
Other expense, net	Other expense, net	105		0		103		461		Other expense, net		31		0
Total non-operating expenses, net	Total non-operating expenses, net	5,605		4,115		16,082		20,765		Total non-operating expenses, net		5,719		6,271
Income before income tax expense	Income before income tax expense	46,160		30,614		118,606		75,332		Income before income tax expense		36,451		28,771
Income tax (benefit) expense		(168)		84		67		220
Income tax expense										Income tax expense		184		975

Net income attributable to partners	Net income attributable to partners	$	46,328	$	30,530	$	118,539	$	75,112	Net income attributable to partners		$	36,267	$	27,796
Comprehensive income attributable to partners	Comprehensive income attributable to partners	$	46,328	$	30,530	$	118,539	$	75,112	Comprehensive income attributable to partners		$	36,267	$	27,796

Less: General partner's interest in net income, including incentive distribution rights (2)	Less: General partner's interest in net income, including incentive distribution rights (2)	0		8,895		18,724		24,244		Less: General partner's interest in net income, including incentive distribution rights (2)		0		9,077
Limited partners' interest in net income	Limited partners' interest in net income	$	46,328	$	21,635	$	99,815	$	50,868	Limited partners' interest in net income		$	36,267	$	18,719

Net income per limited partner unit:	Net income per limited partner unit:									Net income per limited partner unit:
Common units - basic	Common units - basic	$	1.26	$	0.89	$	3.30	$	2.08	Common units - basic		$	0.83	$	0.76
Common units - diluted	Common units - diluted	$	1.26	$	0.89	$	3.30	$	2.08	Common units - diluted		$	0.83	$	0.76

Weighted average limited partner units outstanding:	Weighted average limited partner units outstanding:									Weighted average limited partner units outstanding:
Common units - basic	Common units - basic	36,889,761		24,417,285		30,290,051		24,411,308		Common units - basic		43,443,336		24,480,570
Common units - diluted	Common units - diluted	36,894,043		24,420,582		30,292,261		24,417,466		Common units - diluted		43,449,059		24,485,336

Cash distributions per limited partner unit	Cash distributions per limited partner unit	$	0.905	$	0.880	$	2.695	$	2.550	Cash distributions per limited partner unit		$	0.920	$	0.890

(1) See Note 3 for a description of our material affiliate revenue transactions.

(2) See Note 3 for a description of the IDR Restructuring Transaction.

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 General Partner Total
Balance at June 30, 2020 $ 160,870 $ (235,961) $ (3,224) $ (78,315)
Cash distributions (7,819) (18,671) (9,478) (35,968)
Net income attributable to partners 11,258 35,070 — 46,328
Cash distribution to general partner for conversion of its economic interest and IDR elimination — — (45,000) (45,000)
Non-cash conversion of general partner's economic interest and IDR elimination — (57,702) 57,702 —
Sponsor contribution of fixed assets — 1,378 — 1,378
Other 4 119 — 123
Balance at September 30, 2020 $ 164,313 $ (275,767) $ 0 $ (111,454)


	Common - Public		Common - Delek Holdings		Total
Balance at December 31, 2020	$	164,614	$	(272,915)	$	(108,301)
Cash distributions	(7,914)		(31,619)		(39,533)
Net income attributable to partners	7,261		29,006		36,267
Other	139		38		177
Balance at March 31, 2021	$	164,100	$	(275,490)	$	(111,390)

Common - Public Common -
Delek Holdings General Partner Total
Balance at June 30, 2019 167,254 (305,827) (5,727) (144,300)
Cash distributions (7,755) (13,000) (8,159) (28,914)
Net income attributable to partners 8,084 13,551 8,895 30,530
Other 67 124 3 194
Balance at September 30, 2019 $ 167,650 $ (305,152) $ (4,988) $ (142,490)

Common - Public Common -
Delek Holdings General Partner Total
Balance at December 31, 2019 $ 164,436 $ (310,513) $ (5,042) $ (151,119)
Cash distributions (1)
(23,653) (46,220) (27,635) (97,508)
General partner units issued to maintain 2% interest — — 10 10
Net income attributable to partners 28,172 71,642 18,725 118,539
Delek Holdings Unit purchases (4,979) 4,979 — —
Issuance of units in connection with the Big Spring Gathering Assets Acquisition — 107,323 2,190 109,513
Cash distribution to Delek Holdings for Trucking Assets Acquisition — (46,607) (951) (47,558)
Cash distribution to general partner for conversion of its economic interest and IDR elimination — — (45,000) (45,000)
Non-cash conversion of general partner's economic interest and IDR elimination — (57,702) 57,702 —
Sponsor contribution of fixed assets — 1,378 — 1,378
Other 337 (47) 1 291
Balance at September 30, 2020 $ 164,313 $ (275,767) $ 0 (111,454)

Common - Public Common -
Delek Holdings General Partner Total
Balance at December 31, 2018 $ 171,023 $ (299,360) $ (6,486) $ (134,823)
Cash distributions (1)
(22,580) (37,929) (22,762) (83,271)
General partner units issued to maintain 2% interest — — 8 8
Net income attributable to partners 19,027 31,841 24,244 75,112
Other 180 296 8 484
Balance at September 30, 2019 $ 167,650 $ (305,152) $ (4,988) $ (142,490)

~~(1)~~ ~~Cash distributions include a nominal amount related to distribution equivalents on vested phantom units for the nine months ended September 30, 2020 and 2019.~~


	Common - Public		Common - Delek Holdings		General Partner		Total
Balance at December 31, 2019	$	164,436	$	(310,513)	$	(5,042)	$	(151,119)
Cash distributions	(8,081)		(13,535)		(9,017)		(30,633)
General partner units issued to maintain 2% interest	—		—		6		6
Net income attributable to partners	6,652		12,067		9,077		27,796
Delek Holdings unit purchases	(4,979)		4,979		—		—
Issuance of units in connection with the Big Spring Gathering Assets Acquisition	—		107,323		2,190		109,513
Other	304		$	(264)	$	1	41
Balance at March 31, 2020	$	158,332	$	(199,943)	$	(2,785)	$	(44,396)

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)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	118,539	$	75,112	Net income	$	36,267	$	27,796
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	24,452		19,801		Depreciation and amortization	10,739		6,299
Non-cash lease expense	Non-cash lease expense	2,236		2,554		Non-cash lease expense	2,018		274
Amortization of customer contract intangible assets	Amortization of customer contract intangible assets	5,408		5,408		Amortization of customer contract intangible assets	1,803		1,803
Amortization of deferred revenue	Amortization of deferred revenue	(1,418)		(1,248)		Amortization of deferred revenue	(538)		(473)
Amortization of deferred financing costs and debt discount	Amortization of deferred financing costs and debt discount	1,786		2,054		Amortization of deferred financing costs and debt discount	625		574
Accretion of asset retirement obligations	Accretion of asset retirement obligations	320		298		Accretion of asset retirement obligations	115		107
Income from equity method investments	Income from equity method investments	(16,875)		(14,860)		Income from equity method investments	(4,049)		(5,553)
Dividends from equity method investments	Dividends from equity method investments	17,572		9,188		Dividends from equity method investments	3,730		4,913
Gain on asset disposals	Gain on asset disposals	(107)		(95)		Gain on asset disposals	(83)		(107)
Deferred income taxes	Deferred income taxes	990		115		Deferred income taxes	65		812
Other non-cash adjustments	Other non-cash adjustments	292		484		Other non-cash adjustments	177		43
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Accounts receivable	Accounts receivable	(4,268)		1,588		Accounts receivable	3,354		812
Inventories and other current assets	Inventories and other current assets	12,714		(3,290)		Inventories and other current assets	1,020		8,762
Accounts payable and other current liabilities	Accounts payable and other current liabilities	(7,638)		(7,613)		Accounts payable and other current liabilities	(390)		(4,692)
Accounts receivable/payable to related parties	Accounts receivable/payable to related parties	(19,002)		(5,016)		Accounts receivable/payable to related parties	7,359		(6,823)
Non-current assets and liabilities, net	Non-current assets and liabilities, net	(347)		2,391		Non-current assets and liabilities, net	(480)		287
Net cash provided by operating activities	Net cash provided by operating activities	134,654		86,871		Net cash provided by operating activities	61,732		34,834
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:

Asset acquisitions from Delek Holdings, net of assumed liabilities	Asset acquisitions from Delek Holdings, net of assumed liabilities	(100,527)		0		Asset acquisitions from Delek Holdings, net of assumed liabilities	0		(100,000)
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(6,918)		(4,964)		Purchases of property, plant and equipment	(6,119)		(4,164)
Proceeds from sales of property, plant and equipment	Proceeds from sales of property, plant and equipment	107		144		Proceeds from sales of property, plant and equipment	83		107

Purchases of intangible assets						Purchases of intangible assets	(474)		0
Distributions from equity method investments	Distributions from equity method investments	2,723		804		Distributions from equity method investments	3,924		110
Equity method investment contributions	Equity method investment contributions	(11,804)		(137,361)		Equity method investment contributions	(1,379)		(8,229)
Net cash used in investing activities	Net cash used in investing activities	(116,419)		(141,377)		Net cash used in investing activities	(3,965)		(112,176)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from issuance of additional units to maintain 2% General Partner interest	Proceeds from issuance of additional units to maintain 2% General Partner interest	10		8		Proceeds from issuance of additional units to maintain 2% General Partner interest	0		6
Distributions to general partner	Distributions to general partner	(27,635)		(22,762)		Distributions to general partner	0		(9,017)
Distributions to common unitholders - public	Distributions to common unitholders - public	(23,653)		(22,580)		Distributions to common unitholders - public	(7,914)		(8,081)
Distributions to common unitholders - Delek Holdings	Distributions to common unitholders - Delek Holdings	(46,220)		(37,929)		Distributions to common unitholders - Delek Holdings	(31,619)		(13,535)
Distributions to Delek Holdings unitholders and general partner related to Trucking Assets Acquisition		(47,558)		0
Distribution to general partner for conversion of its interest and IDR elimination		(45,000)		0

Proceeds from revolving credit facility	Proceeds from revolving credit facility	515,900		476,400		Proceeds from revolving credit facility	77,500		261,400
Payments on revolving credit facility	Payments on revolving credit facility	(343,600)		(336,800)		Payments on revolving credit facility	(86,600)		(154,800)

Net cash (used in) provided by financing activities	Net cash (used in) provided by financing activities	(17,756)		56,337		Net cash (used in) provided by financing activities	(48,633)		75,973
Net increase in cash and cash equivalents		479		1,831
Net (decrease) increase in cash and cash equivalents						Net (decrease) increase in cash and cash equivalents	9,134		(1,369)
Cash and cash equivalents at the beginning of the period	Cash and cash equivalents at the beginning of the period	5,545		4,522		Cash and cash equivalents at the beginning of the period	4,243		5,545
Cash and cash equivalents at the end of the period	Cash and cash equivalents at the end of the period	$	6,024	$	6,353	Cash and cash equivalents at the end of the period	$	13,377	$	4,176
Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest	Interest	$	26,895	$	29,003	Interest	$	4,937	$	6,903
Income taxes	Income taxes	$	141	$	143	Income taxes	$	0	$	3
Non-cash investing activities:	Non-cash investing activities:					Non-cash investing activities:
(Decrease) increase in accrued capital expenditures		$	(948)	$	1,274
Increase in accrued capital expenditures in accounts payable/receivable related parties						Increase in accrued capital expenditures in accounts payable/receivable related parties	$	3,119	$	0
Decrease in accrued capital expenditures						Decrease in accrued capital expenditures	$	(1,439)	$	(1,220)
Equity issuance to Delek Holdings unitholders in connection with Big Spring Gathering Assets Acquisition	Equity issuance to Delek Holdings unitholders in connection with Big Spring Gathering Assets Acquisition	$	109,513	$	—	Equity issuance to Delek Holdings unitholders in connection with Big Spring Gathering Assets Acquisition	$	0	$	109,513
Non-cash financing activities:	Non-cash financing activities:					Non-cash financing activities:
Non-cash lease liability arising from obtaining right of use assets during the period	Non-cash lease liability arising from obtaining right of use assets during the period	$	16,644	$	649	Non-cash lease liability arising from obtaining right of use assets during the period	$	2,623	$	0
Non-cash lease liability arising from recognition of right of use assets upon adoption of ASU 2016-02		0		$	20,202
Sponsor contribution of property, plant and equipment		$	1,378	$	0

See accompanying notes to the condensed consolidated financial statements


6 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 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").

Effective August 13, 2020, the Partnership closed the transaction contemplated by a definitive exchange agreement with the general partner to eliminate all of the incentive distribution rights ("IDRs") held by the general partner and convert the 2% general partner interest into a non-economic general partner interest, all in exchange for 14.0 million newly issued common limited partner units and $45.0 million in cash ("IDR Restructuring Transaction"). Refer to Note 3 - Related Party Transactions for further information, Note 5 - Net Income per Unit for more information on how these transactions impact our earnings per unit calculations, and Note 8 - Equity for additional information on the impact to our equity accounts.

Effective May 1, 2020, the Partnership, through its wholly-owned subsidiary DKL Transportation, LLC, acquired Delek Trucking, LLC consisting of certain leased and owned tractors and trailers and related assets (the "Trucking Assets") from Delek Holdings, such transaction the "Trucking Assets Acquisition." See Note 2 for further information.

In addition, effective March 31, 2020, the Partnership, through its wholly-owned subsidiary DKL Permian Gathering, LLC, acquired from Delek Holdings a crude oil gathering system located in Howard, Borden and Martin Counties, Texas (the "Big Spring Gathering System"), and certain related assets, such transaction the "Big Spring Gathering Assets Acquisition." See Note 2 for further information.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. 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 U.S. 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, ~~2019~~2020 (our "Annual Report on Form 10-K"), filed with the U.S. Securities and Exchange Commission (the "SEC") on ~~February 27, 2020~~March 1, 2021 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, ~~2019~~2020 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.

Reclassifications

Certain immaterial reclassifications have been made to prior period presentation in order to conform to the current period presentation.

Risks and Uncertainties Arising from the COVID-19 Pandemic

The ~~outbreak~~on-going impact of the COVID-19 outbreak and its development into a pandemic in March 2020 (the ~~"COVID-19 Pandemic"~~“COVID-19 Pandemic” or the “Pandemic”) ~~has resulted in~~, the restrictions imposed to prevent its spread, the challenges with the vaccination rollout, and the spread of new variants of the virus, continue to cause significant economic disruption globally, including in the U.S. and specific geographic areas where we operate. ~~Actions taken~~Compared to the prior year, the first quarter of 2021 has witnessed economic recovery trends including a resumption of flights by ~~various governmental authorities, individuals~~major airlines and companies around the world to prevent the spread of COVID-19 through social distancing have restricted travel, many business operations, public gatherings and the overall level of individual movement and in-person interaction across the globe.increased motor vehicle use. This has in turn ~~significantly reduced global economic activity and~~ resulted in ~~airlines dramatically cutting back on flights and a decrease in motor vehicle use at a time when seasonal driving patterns typically result in an increase of consumer~~increased demand for, ~~gasoline. As a result, there has also been a decline in the demand for, and~~ thus also the market prices of, crude oil and certain products, particularly refined petroleum products that we receive revenue for the transportation and storage services we ~~provide. In addition, the decline~~provide and an increase in demand ~~impacted the~~and sales volumes in our wholesale marketing business. ~~There~~As of March 31, 2021 there is continued uncertainty about the duration and future impact of the COVID-19 Pandemic.

Our business model, which includes executing minimum volume commitment contracts with our major customers, to an extent, cushioned us from the impact of the COVID-19 Pandemic ~~which caused depressed consumer demand for gasoline~~in 2020 and ~~other hydrocarbons~~ during ~~2020 in~~ the ~~United States. Therefore, downward pressure on commodity prices has remained and could continue for the foreseeable future.~~

first quarter of 2021. Uncertainties related to the impact of the COVID-19 Pandemic and other events exist that could impact our future results of operations and financial position, the nature of which and the extent to which are currently unknown. To the extent these uncertainties have been identified and are believed to have an impact on our current period results of operations or financial position based on the requirements for assessing such financial statement impact under GAAP, we have considered them in the preparation of our ~~unaudited~~ financial statements as of and for the three ~~and nine~~ months ended ~~September 30, 2020. The application of accounting policies impacted by such considerations include (but are not necessarily limited to) the following:~~March 31, 2021.


7 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

•~~The interim evaluation of indefinite-lived intangibles and goodwill for potential impairment, where indicators exist, as defined by GAAP;~~

•~~The interim evaluation of long-lived assets for potential impairment, where indicators exist, as defined by GAAP;~~

•~~The interim evaluation of joint ventures for potential impairment, where indicators exist, as defined by GAAP;~~

•~~The evaluation of inventory valuation allowances that may be warranted under the lower of cost or net realizable value analysis, pursuant to GAAP;~~

•~~The consideration of debt modifications and or covenant requirements, as applicable;~~

•~~The evaluation of commitments and contingencies, including changes in concentrations, as applicable;~~

•~~The interim evaluation of the risk of credit losses and the determination of our allowance for credit losses, pursuant to GAAP; and~~

•~~The interim evaluation of our ability to continue as a going concern.~~

New Accounting Pronouncements Adopted During ~~2020~~

~~ASU 2018-13, Fair Value Measurement - Changes to the Disclosure Requirements for Fair Value Measurement~~

In August 2018, the Financial Accounting Standards Board (the "FASB") issued guidance related to disclosure requirements for fair value measurements. The pronouncement eliminates, modifies and adds disclosure requirements for fair value measurements. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. We adopted this guidance on January 1, 2020 and the adoption did not have a material impact on our business, financial condition or results of operations.

~~ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments~~

In June 2016, the FASB issued guidance requiring the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Organizations will now use forward-looking information to better inform their credit loss estimates. This guidance is effective for interim and annual periods beginning after December 15, 2019. We adopted this guidance on January 1, 2020 using the modified retrospective approach as of the adoption date. The adoption did not have a material impact on the Partnership’s operating results, financial position or disclosures.

~~ASU 2018-15, Intangible - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~

In August 2018, the FASB issued guidance related to customers' accounting for implementation costs incurred in a cloud computing arrangement that is considered a service contract. This pronouncement aligns the requirements for capitalizing implementation costs in such arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Entities can choose to adopt the new guidance prospectively or retrospectively. We adopted this guidance on January 1, 2020 and elected the prospective method. The adoption did not have a material impact on the Partnership's financial condition or results of operations.

~~Accounting Pronouncements Not Yet Adopted~~2021

ASU 2019-12, Simplifying the Accounting for Income Taxes

In December 2019, the ~~FASB~~Financial Accounting Standards Board (the “FASB”) issued guidance intended to simplify various aspects related to accounting for income taxes, eliminate certain exceptions within Accounting Standards Codification ("ASC") 740 and clarify certain aspects of the current guidance to promote consistency among reporting entities. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 2020, with early adoption permitted. We ~~expect to adopt~~adopted this guidance prospectively on ~~the effective date and are currently evaluating the~~January 1, 2021. The adoption of this guidance did not have a material impact ~~that adopting this new guidance may have~~ on our business, financial condition ~~and~~or results of operations.

ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815

In January 2020, the FASB issued ASU 2020-01 which is intended to clarify interactions between the guidance to account for certain equity securities under Topics 321, 323 and 815, and improve current GAAP by reducing diversity in practice and increasing comparability of accounting. The pronouncement is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, and early adoption is permitted. We ~~do not expect that the~~adopted this guidance prospectively on January 1, 2021. The adoption of this ~~ASU on its effective date will~~guidance did not have a material impact on our business, financial condition or results of operations.


~~8 \|~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

Accounting Pronouncements Not Yet Adopted

ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848)

In March 2020, the FASB issued an amendment which is intended to provide temporary optional expedients and exceptions to GAAP guidance on contracts, hedge accounting and other transactions affected by the expected market transition from the London Interbank Offered Rate ~~(LIBOR)~~("LIBOR") and other interbank rates. This guidance is effective for all entities any time beginning on March 12, 2020 through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of the ASU. The Partnership is ~~currently~~ evaluating the impact of this guidance ~~may~~but does not currently expect that adopting this new guidance will have a material impact on its condensed consolidated financial statements and related disclosures.

Note 2 - Acquisitions

Trucking Assets Acquisition

Effective May 1, 2020, the Partnership, through its wholly-owned subsidiary DKL Transportation, LLC, acquired Delek Trucking, LLC consisting of certain leased and owned tractors and trailers and related assets from Delek Holdings. The total consideration is subject to certain post-closing adjustments and was approximately $48.0 million in cash. We financed this acquisition with a combination of cash on hand and borrowings under the DKL Credit Facility (as defined in Note 7).

The Trucking Assets are recorded in our pipelines and transportation segment and include approximately 150 trucks and trailers, which are primarily leased or owned, respectively.

In connection with the closing of the transaction, Delek Holdings, the Partnership and various of their respective subsidiaries entered into a Transportation Services Agreement (the “Trucking Assets TSA Agreement”). Under the Trucking Assets TSA Agreement, the Partnership will gather, coordinate pickup of, transport and deliver petroleum products for Delek Holdings, as well as provide ancillary services as requested. The transaction and related agreements were approved by the Conflicts Committee of the Partnership's general partner, which is comprised solely of independent directors. See Note 3 for more detailed descriptions of these agreements.

The Trucking Assets Acquisition was considered a transaction between entities under common control. Accordingly, the Trucking Assets were recorded at amounts based on Delek Holdings' historical carrying value as of the acquisition date. The carrying value of the Trucking Assets as of the acquisition date was $13.3 million, consisting of $0.5 million of owned assets and a $12.8 million ~~Right~~right of ~~Use~~use asset for leased assets. The ~~Right~~right of ~~Use assets~~use asset offsets with an equivalent operating lease liability. Prior periods have not been recast as these assets do not constitute a business in accordance with Accounting Standard Update 2017-01, Clarifying the Definition of a Business ("ASU 2017-01"). We ~~incurred~~capitalized approximately $0.3 million of acquisition costs related to the Trucking Assets Acquisition.

Big Spring Gathering Assets Acquisition

Effective March 31, 2020, the Partnership, through its wholly-owned subsidiary DKL Permian Gathering, LLC, acquired the Big Spring Gathering Assets from Delek Holdings, located in Howard, Borden and Martin Counties, Texas. The total consideration was subject to certain post-closing adjustments and was comprised of $100.0 million in cash and 5.0 million common units representing limited partner interest in us. We financed the cash component of this acquisition with borrowings from the DKL Credit ~~Facility.~~Facility (as defined in Note 7).


8 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Big Spring Gathering Assets are recorded in our pipelines and transportation segment and include:

•Crude oil pipelines;

•Approximately 200 miles of gathering systems;

•Approximately 65 Tank battery connections;

•Terminals (total storage of approximately 650,000 bbls); and

•Applicable rights-of-way.

In connection with the closing of the transaction, Delek Holdings, the Partnership and various of their respective subsidiaries entered into a Throughput and Deficiency Agreement (the “Big Spring T&D Agreement”). Under the Big Spring T&D Agreement, the Partnership will operate and maintain the Big Spring Gathering Assets connecting Delek Holdings' interests in and to certain crude oil with the Partnership's Big Spring, Texas terminal and provide gathering, transportation and other related services with respect to any and all crude produced from shipper’s and certain other producers’ respective interests for delivery at the Big Spring Terminal. The transaction and related agreements were approved by the Conflicts Committee of the Partnership's general partner, which is comprised solely of independent directors. See Note 3 for more detailed descriptions of these agreements.

The Big Spring Gathering Assets Acquisition was considered a transaction between entities under common control. Accordingly, the Big Spring Gathering Assets were recorded at amounts based on Delek Holdings' historical carrying value as of the acquisition date. The carrying value of the Big Spring Gathering Assets as of the acquisition date was $209.5 million. Pursuant to the common control guidance, the 5.0 million units issued (which had a closing market price of $9.10 per unit on the transaction date) were recorded in equity at $109.5 million, representing the net carrying value of the Big Spring Gathering Assets purchased of $209.5 million less the $100.0 million cash


~~9 \|~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

consideration. Prior periods have not been recast as these assets do not constitute a business in accordance with ASU 2017-01. We ~~incurred~~capitalized approximately $0.7 million of acquisition costs related to the Big Spring Gathering Assets Acquisition.

Note 3 - Related Party Transactions

Commercial Agreements

The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms at the option of Delek Holdings. In November 2017, Delek Holdings opted to renew certain of these agreements for subsequent five-year terms expiring in November 2022. In the case of our marketing agreement with Delek Holdings with respect to the Tyler Refinery, the initial term ~~has been~~was extended through 2026. ~~The current~~Effective fourth quarter of 2018, the term of certain of our agreements with Delek Holdings were ~~required to be~~ further extended pursuant to the requirements of the amended and restated DKL Credit Facility (as defined in Note 7)~~, which extensions were effective in the fourth quarter of 2018.~~. 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, including the Federal Energy Regulatory Commission ~~("FERC"~~(the "FERC") oil pipeline index or various iterations of the consumer price index ("CPI") and the producer price index ("PPI"); provided, however, that in no event will the fees be adjusted below the amount initially set forth in the applicable agreement. In most circumstances, if Delek Holdings or the applicable third party assignee fails to meet or exceed the minimum volume or throughput commitment during any calendar quarter, Delek Holdings, and not any third party assignee, will be required to make a quarterly shortfall payment to us equal to the volume of the shortfall multiplied by the applicable fee, subject to certain exceptions as specified in the applicable agreement. ~~Carry-over~~With the exception of the Big Spring T&D Agreement executed in March 2020, carry-over of any volumes or revenue in excess of such commitment to any subsequent quarter is not permitted.

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. To the extent that Delek Holdings is prevented by our failure to maintain such capacities from throughputting or storing such specified volumes for more than 30 days per year, Delek Holdings' minimum throughput commitment will be reduced proportionately and prorated for the portion of the quarter during which the specified throughput capacity was unavailable, and/or the storage fee will be reduced, prorated for the portion of the month during which the specified storage capacity was unavailable. Such reduction would occur even if actual throughput or storage amounts were below the minimum volume commitment levels.

See our Annual Report on Form 10-K for a more complete description of our material commercial agreements and other agreements with Delek Holdings.

Effective May 1, 2020, we entered into the Trucking Assets TSA Agreement with Delek Holdings. Under the Trucking Assets TSA Agreement, we will operate a truck based operation that transports various products throughout Arkansas, Oklahoma and Texas and gather, coordinate the pickup of, transport and deliver such products, as well as provide ancillary services as requested. Pursuant


9 \|

Notes to the Trucking Assets TSA Agreement, Delek Holdings has committed to minimum revenue of $39.0 million per year. The initial term of the Trucking Assets TSA Agreement is 10 years, and thereafter Delek Holdings has the option to extend the Trucking Assets TSA Agreement for two additional two-year terms.Condensed Consolidated Financial Statements (Unaudited)

Effective March 31, 2020, we entered into the Big Spring T&D Agreement with Delek Holdings. Under the Big Spring T&D Agreement, we will operate and maintain the Big Spring Gathering Assets connecting Delek Holdings' interests in and to certain crude oil with the Partnership's Big Spring, Texas terminal and provide gathering, transportation and other related services with respect to any and all crude produced from Delek Holdings' and certain other producers’ respective interests for delivery at the Big Spring Terminal. Pursuant to the Big Spring T&D Agreement, Delek Holdings has committed to ship 120,000 bpd on the Big Spring Gathering Assets and 50,000 bpd to a redelivery point in Howard County, Texas (collectively, the Minimum Volume Commitments “MVCs”). Pursuant to the Big Spring T&D Agreement, we also agreed to spend up to $33.8 million over three years to connect additional receipt points and, in connection with such expenditures, the MVCs will increase to provide the Partnership a 12.5% return on the actual costs directly incurred and paid by the Partnership pursuant to the terms set forth in the Big Spring T&D Agreement. The initial term of the Big Spring T&D Agreement is 10 years, and thereafter Delek Holdings has the option to extend the Big Spring T&D Agreement for two additional five-year terms. Following the initial term and any such extensions, the Big Spring T&D Agreement will continue on a year-to-year basis unless terminated by either party upon 90 days’ written notice.

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


~~10 \|~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

The Partnership entered into an omnibus agreement with Delek Holdings, Delek Logistics Operating, LLC, Lion Oil Company and certain of the Partnership's and Delek Holdings' other subsidiaries on November 7, 2012, which has been amended from time to time in connection with acquisitions from Delek Holdings (collectively, as amended, the "Omnibus Agreement"). The Omnibus Agreement governs the provision of certain operational services and reimbursement obligations, among other matters, between the Partnership and Delek Holdings, and obligates us to pay an annual fee of ~~$4.1~~$4.7 million to Delek Holdings for its provision of centralized corporate services to the Partnership.

Pursuant to the terms of the Omnibus Agreement, we are reimbursed by Delek Holdings for certain capital expenditures. There were 0 reimbursements by Delek Holdings during the three months ended March 31, 2021 During the three months ended March 31, 2020, we were reimbursed by Delek Holdings for certain capital expenditures in the amount of ~~a nominal amount and~~ $0.6 ~~million during the three and nine months ended September 30, 2020, respectively, and $0.8 million and $2.3 million during the three and nine months ended September 30, 2019, respectively.~~million. 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. 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 ~~September 30, 2020,~~March 31, 2021, we have recorded a nominal receivable from related parties for these matters for which we expect to be reimbursed. These reimbursements are recorded as reductions to operating expense. We were reimbursed a ~~0minal~~nominal amount ~~and $0.1 million~~ for these matters during the both three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021 and ~~$0.3 million and $6.0 million during the three and nine months ended September 30, 2019, respectively.~~2020.

Other Transactions

The Partnership manages a long-term capital project on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of a 250-mile gathering system in the Permian Basin. The majority of the gathering system has been constructed, however, additional costs pertaining to a pipeline connection that was not ~~contributed to~~acquired by the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement. The Partnership is also considered the operator for the project and is responsible for oversight of the project design, procurement and construction of project segments and provides other related services. Pursuant to the terms of the DPG Management Agreement, the Partnership receives a monthly operating services fee and a construction services fee, which includes the Partnership's direct costs of managing the project plus an additional percentage fee of the construction costs of each project segment. The agreement extends through December 2022. Total fees paid to the Partnership were $0.4 million and ~~$1.6~~$0.9 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~respectively, and $0.8 million and $3.6 million for the three and nine months ended September 30, 2019,~~ respectively, which are recorded in affiliate revenue in our condensed consolidated statements of income. Additionally, the Partnership incurs the costs in connection with the construction of the assets and is subsequently reimbursed by Delek Holdings. Amounts reimbursable by Delek Holdings are recorded in accounts receivable from related parties.

Unregistered Sale of Equity Securities

In connection with the Partnership's issuance of the ~~new~~common limited partner units ~~("Additional Units")~~ under the Big Spring Gathering Assets Acquisition and in accordance with the Partnership's First Amended and Restated Agreement of Limited Partnership, as amended ~~(the"~~(the "Prior Partnership Agreement", as amended and restated by the Partnership's Second Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement")), the Partnership issued general partner units to the general partner in an amount necessary to maintain its 2% general partner interest as defined in the Prior Partnership Agreement. The sale and issuance of the Additional Units (as defined below) and such general partner units in connection with the Big Spring Gathering Assets Acquisition is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Additionally, in March 2020, Delek Marketing & Supply, LLC ("Delek Marketing"), a wholly owned subsidiary of Delek Holdings, repurchased 451,822 common limited partner units from an unaffiliated investor pursuant to a Common Unit Purchase Agreement between Delek Marketing and such investor. The purchase price of the units amounted to approximately $5.0 million. As a result of the transaction, Delek Holdings' ownership in our outstanding limited partner units increased to 64.5% from 62.6%. Delek Holdings' ownership in our common limited partner units was further increased to 70.5% as a result of the issuance of 5.0 million ~~Additional Units~~common limited partner units (the “Additional Units”) in connection with the Big Spring Gathering Assets Acquisition described above.

In August 2020, Delek ~~Holdings~~Holdings' ownership in our common limited partner units was further increased to approximately 80.0% in connection with the IDR Restructuring Transaction, where the Partnership issued 14.0 million ~~Additional Units~~of the Partnership's newly issued common limited partner units to Delek Holdings.

Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP

On March 31, 2020, in connection with the completion of the Big Spring Gathering Assets Acquisition, the Board of the general partner adopted Amendment No. 2 (“Amendment No. 2”) to the Prior Partnership Agreement, effective upon adoption. Amendment No. 2 amended the Prior Partnership Agreement to provide for a waiver of distributions in respect of the ~~Incentive Distribution Rights ("IDRs")~~IDRs for General Partner Additional Units ("GP


10 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

Additional Units") 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. The IDRs were eliminated in the IDR Restructuring Transaction on August 13, 2020.

Conversion of GP Economic Interest and Elimination of IDRs


~~11 \|~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

On August 13, 2020, we closed the transaction contemplated by a definitive exchange agreement with Delek Holdings to eliminate all of the IDRs held by the general partner and convert the 2% general partner economic interest into a non-economic general partner interest, all in exchange for 14.0 million of the Partnership's newly issued common limited partner units and $45.0 million cash. Contemporaneously, 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. Delek Holdings now owns a 100% interest in the general partner and owns approximately 34.7 million common limited partner units, representing approximately 80% of the Partnership's outstanding common limited partner units. To implement the transaction, our Prior Partnership Agreement was amended and restated.

Summary of Transactions

Revenues from affiliates consist primarily of revenues from gathering, transportation, storage, offloading, Renewable Identification Numbers ("RINs"), wholesale marketing and products terminalling services provided primarily to Delek Holdings based on regulated tariff rates or contractually based fees and product sales. Affiliate operating expenses are primarily comprised of amounts we reimburse Delek Holdings, or our general partner, as the case may be, for the services provided to us under the Partnership Agreement. These expenses could also include reimbursement and indemnification amounts from Delek Holdings, as provided under the Omnibus Agreement. Additionally, the Partnership is required to reimburse Delek Holdings for direct or allocated costs and expenses incurred by Delek Holdings on behalf of the Partnership and for charges Delek Holdings incurred for the management and operation of our logistics assets, including an annual fee for various centralized corporate services, which are included in general and administrative expenses. In addition to these transactions, we purchase refined products and bulk biofuels from Delek Holdings, the costs of which are included in cost of materials and other.

A summary of revenue, purchases from affiliates and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Revenues	Revenues	$	95,410	$	66,647	$	289,739	$	191,530	Revenues		$	96,194	$	106,699
Purchases from Affiliates	Purchases from Affiliates	$	45,186	$	66,578	$	155,679	$	219,225	Purchases from Affiliates		$	65,815	$	80,763
Operating and maintenance expenses	Operating and maintenance expenses	$	10,330	$	18,336	$	33,397	$	38,851	Operating and maintenance expenses		$	10,084	$	12,757
General and administrative expenses	General and administrative expenses	$	3,250	$	4,317	$	9,322	$	7,430	General and administrative expenses		$	2,119	$	3,369

Quarterly Cash Distributions

Prior to August 13, 2020, our common and general partner unitholders and the holders of IDRs were entitled to receive quarterly distributions of available cash as determined by the board of directors of our general partner in accordance with the terms and provisions of our Prior Partnership Agreement. Pursuant to the IDR Restructuring Transaction on August 13, 2020, the general partner will no longer receive any cash distributions. In February ~~May and August~~2021, we paid quarterly cash distributions of $39.5 million, of which $31.6 million were paid to Delek Holdings. In February 2020, we paid quarterly cash distributions of $30.6 million, ~~$30.9 million and $36.0 million, respectively,~~ of which $22.6 million, $23.2 million and $28.1 million, respectively, were paid to Delek Holdings' limited partner interest and our general partner. In February, May and August 2019, we paid quarterly cash distributions of $26.9 million and $27.4 million and $28.9 million, respectively, of which $19.6 million, $20.0 million and $21.2 million were paid to Delek Holdings and our general partner. On ~~October 27, 2020,~~April 29, 2021, our board of directors declared a quarterly cash distribution totaling ~~$39.3~~$40.0 million, based on the available cash as of the date of determination for the end of the ~~third~~first quarter of ~~2020,~~2021, payable on ~~November 12, 2020,~~May 14, 2021, of which ~~$31.4~~$32.0 million is expected to be paid to Delek Holdings.

Note 4 - Revenues

We generate revenue by charging fees for gathering, transporting, offloading and storing crude oil; for storing intermediate products and feed stocks; for distributing, transporting and storing refined products; for marketing refined products output of Delek Holdings' Tyler and Big Spring refineries; and for wholesale marketing in the West Texas area. A significant portion of our revenue is derived from long-term commercial agreements with Delek Holdings, which provide for annual fee adjustments for increases or decreases in the CPI, PPI or the FERC index (refer to Note 3 for a more detailed description of these agreements). In addition to the services we provide to Delek Holdings, we also generate substantial revenue from crude oil, intermediate and refined products transportation services for, and terminalling and marketing services to, third parties primarily in Texas, New Mexico, Tennessee and Arkansas. Certain of these services


11 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

are provided pursuant to contractual agreements with third parties. Payment terms require customers to pay shortly after delivery and do not contain significant financing components.


~~12 \|~~

The majority of our commercial agreements with Delek Holdings meet the definition of a lease because: (1) performance of the contracts is dependent on specified property, plant or equipment and (2) it is remote that one or more parties other than Delek Holdings will take more than a minor amount of the output associated with the specified property, plant or equipment. As part of our adoption of ASC 842, Leases ("ASC 842"), we applied the permitted practical expedient to not separate lease and non-lease components under the predominance principle to designated asset classes associated with the provision of logistics services. We have determined that the predominant component of the related agreements currently in effect is the lease component. Therefore, the combined component is accounted for under the applicable lease accounting guidance. Of our ~~$467.5~~$462.1 million net property, plant, and equipment balance as of ~~September 30, 2020, $394.6~~March 31, 2021, $339.2 million is subject to operating leases under our commercial agreements. These agreements do not include options for the lessee to purchase our leasing equipment, nor do they include any material residual value guarantees or material restrictive covenants.

The following table represents a disaggregation of revenue for each reportable segment for the periods indicated (in thousands):


		Three Months Ended September 30, 2020							Three Months Ended March 31, 2021
		Pipelines and Transportation		Wholesale Marketing and Terminalling		Consolidated			Pipelines and Transportation		Wholesale Marketing and Terminalling		Consolidated
Service Revenue - Third Party	Service Revenue - Third Party	$	3,035	$	163	$	3,198	Service Revenue - Third Party	$	1,927	$	82	$	2,009
Service Revenue - Affiliate(1)	Service Revenue - Affiliate(1)	5,633		8,708		14,341		Service Revenue - Affiliate(1)	1,224		8,082		9,306
Product Revenue - Third Party	Product Revenue - Third Party	0		43,660		43,660		Product Revenue - Third Party	0		54,710		54,710
Product Revenue - Affiliate	Product Revenue - Affiliate	0		5,844		5,844		Product Revenue - Affiliate	0		16,387		16,387
Lease Revenue - Affiliate ~~(1)~~	Lease Revenue - Affiliate ~~(1)~~	62,811		12,414		75,225		Lease Revenue - Affiliate ~~(1)~~	61,824		8,677		70,501
Total Revenue	Total Revenue	$	71,479	$	70,789	$	142,268	Total Revenue	$	64,975	$	87,938	$	152,913

(1) Net of $1.8 million of amortization expense for the three months ended ~~September 30,~~March 31, 2021, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment.


	Three Months Ended March 31, 2020
	Pipelines and Transportation		Wholesale Marketing and Terminalling		Consolidated
Service Revenue - Third Party	$	9,465	$	191	$	9,656
Service Revenue - Affiliate (1)	4,888		7,982		12,870
Product Revenue - Third Party	0		47,046		47,046
Product Revenue - Affiliate	0		51,503		51,503
Lease Revenue - Affiliate	33,614		8,712		42,326
Total Revenue	$	47,967	$	115,434	$	163,401

(1) Net of $1.8 million of amortization expense for the three months ended March 31, 2020, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment.

Three Months Ended September 30, 2019
Pipelines and Transportation Wholesale Marketing and Terminalling Consolidated
Service Revenue - Third Party $ 5,281 $ 221 $ 5,502
Service Revenue - Affiliate 2,856 9,578 12,434
Product Revenue - Third Party 0 65,407 65,407
Product Revenue - Affiliate 0 6,505 6,505
Lease Revenue - Affiliate (1)
36,448 11,260 47,708
Total Revenue $ 44,585 $ 92,971 $ 137,556

~~(1)~~ ~~Net of $1.8 million of amortization expense for the three months ended September 30, 2019, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment.~~

Nine Months Ended September 30, 2020
Pipelines and Transportation Wholesale Marketing and Terminalling Consolidated
Service Revenue - Third Party $ 14,587 $ 502 $ 15,089
Service Revenue - Affiliate 13,848 $ 24,500 38,348
Product Revenue - Third Party 0 118,478 118,478
Product Revenue - Affiliate 0 64,067 64,067
Lease Revenue - Affiliate (1)
154,437 32,887 187,324
Total Revenue $ 182,872 $ 240,434 $ 423,306

~~(1)~~ ~~Net of $5.4 million of amortization expense for the nine months ended September 30, 2020, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment.~~


~~13 \|~~

Nine Months Ended September 30, 2019
Pipelines and Transportation Wholesale Marketing and Terminalling Consolidated
Service Revenue - Third Party $ 16,733 $ 525 $ 17,258
Service Revenue - Affiliate 8,171 26,438 34,609
Product Revenue - Third Party 0 236,594 236,594
Product Revenue - Affiliate 0 23,078 23,078
Lease Revenue - Affiliate (1)
104,523 29,320 133,843
Total Revenue $ 129,427 $ 315,955 $ 445,382

~~(1)~~ ~~Net of $5.4 million of amortization expense for the nine months ended September 30, 2019, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment.~~

As of ~~September 30, 2020,~~March 31, 2021, we expect to recognize ~~$1.6~~$1.5 billion in lease revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms. We disclose information about remaining performance obligations that have original expected durations of greater than one year.

Our unfulfilled performance obligations as of ~~September 30, 2020~~March 31, 2021 were as follows (in thousands):


Remainder of 2020		67,022
2021		267,990
Remainder of 2021				Remainder of 2021	202,154
2022	2022	249,850		2022	250,145
2023	2023	240,489		2023	241,631
2024 and thereafter		$	751,847
2024				2024	166,697
2025 and thereafter				2025 and thereafter	$	618,965
Total expected revenue on remaining performance obligations	Total expected revenue on remaining performance obligations	$	1,577,198	Total expected revenue on remaining performance obligations	$	1,479,592


12 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 5 - Net Income Per Unit

Basic net income per unit applicable to limited partners is computed by dividing limited partners' interest in net income by the weighted-average number of outstanding common units. Prior to August 13, 2020, we had more than one class of participating securities and used the two class method to calculate the net income per unit applicable to the limited partners. The classes of participating units prior to August 13, 2020 consisted of limited partner units, general partner units and IDRs. Pursuant to the IDR Restructuring Transaction, the IDRs were eliminated and the 2% general partner economic interest was converted to a non-economic general partner interest. Effective August 13, 2020, the common limited partner units are the only participating security for cash distributions. Refer to Note 8 - Equity for a discussion of the elimination of the IDRs and conversion of the 2% general partner economic interest effective August 13, 2020.

The two-class method was based on the weighted-average number of common units outstanding during the period. Basic net income per unit applicable to limited partners was computed by dividing limited partners’ interest in net income, after deducting our general partner’s 2% interest and IDRs, by the weighted-average number of outstanding common units. Our net income was allocated to our general partner and limited partners in accordance with their respective partnership percentages after giving effect to priority income allocations for IDRs, which ~~are~~were held by our general partner pursuant to our Prior Partnership Agreement. Earnings in excess of distributions were allocated to our general partner and limited partners based on their respective ownership interests. The IDRs were paid following the close of each quarter.

As discussed in Note 3 - Related Party Transactions, pursuant to Amendment No. 2 to the Prior Partnership Agreement, an agreement was reached for a waiver of distributions in respect of the IDRs for the GP Additional Units associated with the 5.0 million Additional Units issued in connection with the Big Spring Gathering Assets Acquisition for at least two years, through at least the distribution for the quarter ending March 31, 2022. 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. An additional waiver letter was signed that waived all of the distributions for the first quarter of 2020 on the Additional Units with respect to base distributions and the IDRs. Refer to Note 3 for additional details. ~~The~~Subsequently, the IDRs were eliminated in the IDR Restructuring Transaction on August 13, 2020.


~~14 \|~~

Diluted net income per unit applicable to common limited partners includes the effects of potentially dilutive units on our common units. As of ~~September 30, 2020,~~March 31, 2021, the only potentially dilutive units outstanding consist of unvested phantom units.


13 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

Our distributions earned with respect to a given period are declared subsequent to quarter end. Therefore, the table below represents total cash distributions applicable to the period in which the distributions are earned. The expected date of distribution for the distributions earned during the period ended ~~September 30, 2020~~March 31, 2021 is ~~November 12, 2020.~~May 14, 2021. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit. The calculation of net income per unit is as follows (dollars in thousands, except units and per unit amounts):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Net income attributable to partners	Net income attributable to partners	$	46,328	$	30,530	$	118,539	$	75,112	Net income attributable to partners		$	36,267	$	27,796
Less: General partner's distribution (including IDRs) (1)	Less: General partner's distribution (including IDRs) (1)	0		8,892		18,618		24,475		Less: General partner's distribution (including IDRs) (1)		0		9,139
Less: Limited partners' distribution	Less: Limited partners' distribution	39,307		21,487		87,536		62,256		Less: Limited partners' distribution		39,968		21,739
Earnings in excess (deficit) of distributions	Earnings in excess (deficit) of distributions	$	7,021	$	151	$	12,385	$	(11,619)	Earnings in excess (deficit) of distributions		$	(3,701)	$	(3,082)

General partner's earnings:	General partner's earnings:									General partner's earnings:
Distributions (including IDRs) (1)	Distributions (including IDRs) (1)	$	0	$	8,892	$	18,618	$	24,475	Distributions (including IDRs) (1)		$	0	$	9,139
Allocation of earnings in excess (deficit) of distributions	Allocation of earnings in excess (deficit) of distributions	0		3		106		(231)		Allocation of earnings in excess (deficit) of distributions		0		(62)
Total general partner's earnings	Total general partner's earnings	$	0	$	8,895	$	18,724	$	24,244	Total general partner's earnings		$	0	$	9,077

Limited partners' earnings on common units:	Limited partners' earnings on common units:									Limited partners' earnings on common units:
Distributions	Distributions	$	39,307	$	21,487	$	87,536	$	62,256	Distributions		$	39,968	$	21,739
Allocation of earnings in excess (deficit) of distributions	Allocation of earnings in excess (deficit) of distributions	7,021		148		12,279		(11,388)		Allocation of earnings in excess (deficit) of distributions		(3,701)		(3,020)
Total limited partners' earnings on common units	Total limited partners' earnings on common units	$	46,328	$	21,635	$	99,815	$	50,868	Total limited partners' earnings on common units		$	36,267	$	18,719

Weighted average limited partner units outstanding:	Weighted average limited partner units outstanding:									Weighted average limited partner units outstanding:
Common units - basic	Common units - basic	36,889,761		24,417,285		30,290,051		24,411,308		Common units - basic		43,443,336		24,480,570
Common units - diluted	Common units - diluted	36,894,043		24,420,582		30,292,261		24,417,466		Common units - diluted		43,449,059		24,485,336

Net income per limited partner unit:	Net income per limited partner unit:									Net income per limited partner unit:
Common units - basic	Common units - basic	$	1.26	$	0.89	$	3.30	$	2.08	Common units - basic		$	0.83	$	0.76
Common units - diluted (2)	Common units - diluted (2)	$	1.26	$	0.89	$	3.30	$	2.08	Common units - diluted (2)		$	0.83	$	0.76

(1) Prior to August 13, 2020, general partner distributions (including IDRs) consisted of the 2.0% general partner interest and IDRs, which represented the right of the general partner to receive increasing percentages of quarterly distributions of available cash from operating surplus in excess of 0.43125 per unit per quarter. In connection with the IDR Restructuring Transaction on August 13, 2020, the IDRs were eliminated and the general partner interest became a non-economic general partner interest. See Note 8 for further discussion related to IDRs.

(2) There were 0 outstanding common units excluded from the diluted earnings per unit calculation for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

Note 6 - Inventory

Inventories consisted of ~~$1.7~~$1.9 million and ~~$12.6~~$3.1 million of refined petroleum products as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, each of which are net of lower of cost or net realizable value reserve of a nominal amount. Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. We recognize lower of cost or net realizable value charges as a component of cost of materials and other in the consolidated statements of income and comprehensive income.

Note 7 - Long-Term Obligations

DKL Credit Facility

On September 28, 2018, the Partnership entered into a third amended and restated senior secured revolving credit agreement (hereafter, the "DKL Credit Facility") with Fifth Third Bank ("Fifth Third"), as administrative agent, and a syndicate of lenders with total lender commitments of $850.0 million. The DKL Credit Facility contains a dual currency borrowing tranche that permits draw downs in U.S. or Canadian dollars. The DKL Credit Facility also contains an accordion feature whereby the Partnership can increase the size of the credit facility to an aggregate of $1.0 billion, subject to receiving increased or new commitments from lenders and the satisfaction of certain other conditions precedent.


~~15 \|~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

The obligations under the DKL Credit Facility remain secured by first priority liens on substantially all of the Partnership's and its subsidiaries' tangible and intangible assets. Additionally, Delek Marketing, a subsidiary of Delek Holdings, had provided a limited guaranty of the Partnership's obligations under the DKL Credit Facility. Delek Marketing's guaranty was (i) limited


14 \|

Notes to an amount equal to the principal amount, plus unpaid and accrued interest, of a promissory note made by Delek Holdings in favor of Delek Marketing (the "Holdings Note") and (ii) secured by Delek Marketing's pledge of the Holdings Note to the lenders under the DKL Credit Facility. Effective March 30, 2020, Delek Marketing's limited guaranty and pledge of the Holdings Note was terminated pursuant to a guaranty and pledge release approved by the required lenders under the DKL Credit Facility.Condensed Consolidated Financial Statements (Unaudited)

In connection with the IDR Restructuring Transaction, the Partnership entered into a First Amendment to the DKL Credit Facility (the "First Amendment") which, among other things, permitted the exchange of the IDRs and the general partner interest in the Partnership for the non-economic general partner interest, the newly issued limited partner interests in the Partnership, plus $45.0 million in cash. The First Amendment also modified the total leverage and senior leverage ratios (as defined in the DKL Credit Facility) calculations to reduce the total funded debt (as defined in the DKL Credit Facility) component thereof by the total amount of unrestricted consolidated cash and cash equivalents on the balance sheet of the Partnership and its subsidiaries up to $20.0 million.

The DKL Credit Facility has a maturity date of September 28, 2023. Borrowings denominated in U.S. dollars bear interest at either a U.S. dollar prime rate, plus an applicable margin, or the ~~London Interbank Offered Rate ("LIBOR"),~~LIBOR, plus an applicable margin, at the election of the borrowers. Borrowings denominated in Canadian dollars bear interest at either a Canadian dollar prime rate, plus an applicable margin, or the Canadian Dealer Offered Rate, plus an applicable margin, at the election of the borrowers.

The applicable margin in each case and the fee payable for any unused revolving commitments vary based upon the Partnership's most recent total leverage ratio calculation delivered to the lenders, as called for and defined under the terms of the DKL Credit Facility. At ~~September 30, 2020,~~March 31, 2021, the weighted average interest rate for our borrowings under the facility was approximately ~~2.69%~~2.45%. Additionally, the DKL Credit Facility requires us to pay a leverage ratio dependent quarterly fee on the average unused revolving commitment. As of ~~September 30, 2020,~~March 31, 2021, this fee was ~~0.40%~~0.35% per year.

As of ~~September 30, 2020,~~March 31, 2021, we had ~~$760.7~~$737.5 million of outstanding borrowings under the DKL Credit Facility, with 0 letters of credit in place. Unused credit commitments under the DKL Credit Facility as of ~~September 30, 2020,~~March 31, 2021 were ~~$89.3~~$112.5 million.

6.750% Senior Notes Due 2025

On May 23, 2017, the Partnership and Delek Logistics Finance Corp., a Delaware corporation and a wholly-owned subsidiary of the Partnership (“Finance Corp.” and together with the Partnership, the “Issuers”), issued $250.0 million in aggregate principal amount of 6.75% senior notes due 2025 (the “2025 Notes”) at a discount. The 2025 Notes are general unsecured senior obligations of the Issuers. The 2025 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Finance Corp., the "Guarantors") and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries. The 2025 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. Interest on the 2025 Notes is payable semi-annually in arrears on each May 15 and November 15, commencing November 15, 2017.

~~Beginning on May 15, 2020,~~ thThe Issuers may, subject to certain conditions and limitations, redeem all or part of the 2025 Notes at a redemption price of 105.063% of the redeemed principal ~~for~~during the twelve-month period beginning on May 15, 2020, 103.375% for the twelve-month period beginning on May 15, 2021, 101.688% for the twelve-month period beginning on May 15, 2022 and 100.00% beginning on May 15, 2023 and thereafter, plus accrued and unpaid interest, if any. In the event of a change of control, accompanied or followed by a ratings downgrade within a certain period of time, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2025 Notes from holders at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.

On April 25, 2018, we made an offer to exchange the 2025 Notes and the related guarantees that were validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradeable, as required under the terms of the original indenture. The terms of the exchange notes that were issued in May 2018 as a result of the exchange (also referred to as the "2025 Notes") are substantially identical to the terms of the original 2025 Notes.

As of ~~September 30, 2020,~~March 31, 2021, we had $250.0 million in outstanding principal amount of the 2025 Notes. As of ~~September 30, 2020,~~March 31, 2021, the effective interest rate related to the 2025 Notes was approximately ~~7.22%~~7.25%.

Outstanding borrowings under the 2025 Notes are net of deferred financing costs and debt discount of ~~$3.5~~$3.1 million and ~~$1.1~~$1.0 million, respectively, as of ~~September 30, 2020,~~March 31, 2021, and ~~$4.0~~$3.3 million and ~~$1.3~~$1.0 million, respectively, as of December 31, ~~2019.~~2020.


~~16 \|~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

Note 8 - Equity

We had ~~approximately 8,687,371~~8,697,468 common limited partner units held by the public outstanding as of ~~September 30, 2020.~~March 31, 2021. Additionally, as of ~~September 30, 2020,~~March 31, 2021, Delek Holdings owned an ~~approximately~~ 80.0% limited partner interest in us, consisting of 34,745,868 common limited partner units. 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 SEC, which subsequently became effective, ~~with the U.S. Securities and Exchange Commission~~ 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 representing limited partner interests in the Partnership. We will~~units. As of March 31, 2021, we


15 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

had not ~~sell~~sold 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~~There were no changes in the number of common limited partner units outstanding from December 31, ~~2019~~2020 through ~~September 30, 2020.~~

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 0 0 102,196 102,196
Unit-based compensation awards (1)
7,614 0 0 7,614
Big Spring Gathering Assets Acquisition equity issuance 0 5,000,000 0 5,000,000
Delek Holdings unit purchases from public (451,822) 451,822 0 0
General Partner units converted to non-economic general partner interest 0 0 (600,678) (600,678)
Common limited partner units issued in IDR Restructuring Transaction 0 14,000,000 0 14,000,000
Balance at September 30, 2020 8,687,371 34,745,868 0 43,433,239

~~(1)~~ ~~Unit-based compensation awards are presented net of 481 units withheld for taxes as of September 30, 2020.~~

March 31, 2021.

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):

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Net income attributable to partners $ 46,328 $ 30,530 $ 118,539 $ 75,112
Less: General partner's IDRs 0 (8,453) (17,632) (23,206)
Net income available to partners $ 46,328 $ 22,077 $ 100,907 $ 51,906
General partner's ownership interest 0 % 2.0 % 2.0 % 2.0 %
General partner's allocated interest in net income $ 0 $ 442 1,092 $ 1,038
General partner's IDRs 0 8,453 17,632 23,206
Total general partner's interest in net income $ 0 $ 8,895 $ 18,724 $ 24,244


	Three Months Ended March 31,
		2021			2020
Net income attributable to partners		$	36,267		$	27,796
Less: General partner's IDRs		0			(8,695)
Net income available to partners		$	36,267		$	19,101
General partner's ownership interest		0		%	2.0		%
General partner's allocated interest in net income		0			$	382
General partner's IDRs		0			8,695
Total general partner's interest in net income		$	0		$	9,077


~~17 \|~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

Incentive Distribution Rights ("IDRs")

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.~~distributions. 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 Prior Partnership Agreement) in excess of ~~0.43125~~$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 Additional Units. An additional waiver letter was signed that waived all of the distributions for the first quarter of 2020 on the Additional Units with respect to base distributions and the IDRs. Refer to Note 3 for additional details.

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. The cash distributions for periods before August 13, 2020 include distributions to the 2% general partner interest which was converted to a non-economic general partner interest and IDRs which were permanently eliminated. Our distributions earned with respect to a given period are declared subsequent to quarter end.


16 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

The table below summarizes the quarterly distributions related to our quarterly financial results:


Quarter Ended	Quarter Ended	Total Quarterly Distribution Per Limited Partner Unit		Total Quarterly Distribution Per Limited Partner Unit, Annualized		Total Cash Distribution, (in thousands)		Date of Distribution	Unitholders Record Date	Quarter Ended	Total Quarterly Distribution Per Limited Partner Unit		Total Cash Distribution (in thousands)		Date of Distribution	Unitholders Record Date

September 30, 2019		$	0.880	$	3.52	$	30,379	November 12, 2019	November 4, 2019
December 31, 2019		$	0.885	$	3.54	$	30,634	February 12, 2020	February 4, 2020
March 31, 2020	March 31, 2020	$	0.890	$	3.56	$	30,878	May 12, 2020	May 5, 2020	March 31, 2020	$	0.890	$	30,878	May 12, 2020	May 5, 2020
June 30, 2020	June 30, 2020	$	0.900	$	3.60	$	35,969	August 12, 2020	August 7, 2020	June 30, 2020	$	0.900	$	35,969	August 12, 2020	August 7, 2020
September 30, 2020	September 30, 2020	$	0.905	$	3.62	$	39,308	November 12, 2020 (1)	November 6, 2020	September 30, 2020	$	0.905	$	39,308	November 12, 2020	November 6, 2020
December 31, 2020										December 31, 2020	$	0.910	$	39,533	February 9, 2021	February 2, 2021
March 31, 2021										March 31, 2021	$	0.920	$	39,968	May 14, 2021 (1)	May 10, 2021

(1) Expected date of distribution.

The allocations of total quarterly cash distributions made to limited partners for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ 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):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
General partner's distributions:	General partner's distributions:									General partner's distributions:
General partner's distributions	General partner's distributions	$	0	$	439	$	986	$	1,269	General partner's distributions		$	0	$	444
General partner's IDRs	General partner's IDRs	0		8,453		17,632		23,206		General partner's IDRs		0		8,695
Total general partner's distributions	Total general partner's distributions	0		8,892		18,618		24,475		Total general partner's distributions		0		9,139

Limited partners' distributions:	Limited partners' distributions:									Limited partners' distributions:

Common limited partners' distributions	Common limited partners' distributions	39,307		21,487		87,536		62,256		Common limited partners' distributions		39,968		21,739

Total cash distributions	Total cash distributions	$	39,307	$	30,379	$	106,154	$	86,731	Total cash distributions		$	39,968	$	30,878

Cash distributions per limited partner unit	Cash distributions per limited partner unit	$	0.905	$	0.880	$	2.695	$	2.550	Cash distributions per limited partner unit		$	0.920	$	0.890


~~18 \|~~

Note 9 - Equity Based Compensation

The Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (the "LTIP") was adopted by the Delek Logistics GP, LLC board of directors in connection with the completion of our initial public offering in November 2012. The LTIP is administered by the Conflicts Committee of the board of directors. Equity-based compensation expense is included in general and administrative expenses in the accompanying condensed consolidated statements of income and comprehensive income and is immaterial for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

Note 10 - Equity Method Investments

In May 2019, the Partnership, through its wholly owned indirect subsidiary DKL Pipeline, LLC (“DKL Pipeline”), entered into a Contribution and Subscription Agreement (the “Contribution Agreement”) with Plains Pipeline, L.P. (“Plains”) and Red River Pipeline Company LLC (“Red River”). Pursuant to the Contribution Agreement, DKL Pipeline contributed $124.7 million, substantially all of which was financed by borrowings under the DKL Credit Facility, to Red River in exchange for a 33% membership interest in Red River and DKL Pipeline’s admission as a member of Red River. In addition, we contributed $0.4 million of startup capital pursuant to the Amended and Restated Limited Liability Company Agreement. During the third quarter of 2020, Red River, which owns a crude oil pipeline running from Cushing, Oklahoma to Longview, Texas, completed a planned expansion project to increase the pipeline capacity and commenced operations on the completed expansion project on October 1, 2020. We contributed $3.5 million related to such expansion project in May 2019. During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, we made additional capital contributions totaling ~~$11.8~~$1.4 million based on capital calls received.


17 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

Summarized unaudited financial information for Red River on a 100% basis is shown below (in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Current Assets	Current Assets	$	16,738	$	9,278	Current Assets	$	8,441	$	13,488
Non-current Assets	Non-current Assets	$	413,879	$	381,778	Non-current Assets	$	410,772	$	413,259
Current liabilities	Current liabilities	$	9,556	$	8,291	Current liabilities	$	10,093	$	7,789

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Revenues $ 13,919 $ 19,195 $ 35,888 $ 45,212
Gross profit $ 8,189 $ 14,469 $ 21,251 $ 28,935
Operating income $ 8,020 $ 14,318 $ 20,717 $ 21,461
Net income $ 8,022 $ 14,342 $ 20,768 $ 27,994


	Three Months Ended March 31,
		2021		2020
Revenues		$	9,043	$	10,096
Gross profit		$	3,625	$	5,887
Operating income		$	3,439	$	5,697
Net income		$	3,439	$	5,721

We have 2 joint ventures that have constructed separate crude oil pipeline systems and related ancillary assets, which are serving third parties and subsidiaries of Delek Holdings. 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 (the "Caddo Pipeline") and a 33% membership interest in the entity formed with Rangeland Energy II, LLC ("Rangeland Energy") to operate the other pipeline system (the "Rio Pipeline"). During 2018, Rangeland Energy was acquired by Andeavor and the legal entity in which we have an equity investment became Andeavor Logistics Rio Pipeline LLC ("Andeavor Logistics").

Combined summarized unaudited financial information for these two equity method investees on a 100% basis is shown below (in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Current assets	Current assets	$	20,897	$	29,476	Current assets	$	22,879	$	20,763
Non-current assets	Non-current assets	$	256,420	$	262,300	Non-current assets	$	251,121	$	253,862
Current liabilities	Current liabilities	$	2,660	$	6,391	Current liabilities	$	4,995	$	1,496


~~19 \|~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Revenues	Revenues	$	14,227	$	14,602	$	42,412	$	33,793	Revenues		$	9,626	$	15,447
Gross profit	Gross profit	$	9,634	$	9,965	$	28,468	$	20,549	Gross profit		$	4,966	$	10,636
Operating income	Operating income	$	9,135	$	9,428	$	26,999	$	19,052	Operating income		$	4,478	$	10,140
Net Income	Net Income	$	9,136	$	9,458	$	27,023	$	19,124	Net Income		$	4,179	$	10,158

The Partnership's investments in these 3 entities were financed through a combination of cash from operations and borrowings under the DKL Credit Facility. As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the Partnership's investment balance in these joint ventures was ~~$255.4~~$251.4 million and ~~$247.0~~$253.7 million, respectively.

We do not consolidate any part of the assets or liabilities or operating results of our equity method investees. Our share of net income or loss of the investees will increase or decrease, as applicable, the carrying value of our investments in unconsolidated affiliates. With respect to our equity method investments, we determined that these entities do not represent variable interest entities and consolidation is not required. We have the ability to exercise significant influence over each of these joint ventures through our participation in the management committees, which make all significant decisions. However, since all significant decisions require the consent of the other investor(s) without regard to economic interest, we have determined that we have joint control and have applied the equity method of accounting. Our investment in these joint ventures is reflected in our pipelines and transportation segment.


18 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 11 - Segment Data

We aggregate our operating segments into 2 reportable segments: (i) pipelines and transportation and (ii) wholesale marketing and terminalling:

•The assets and investments reported in the ~~pipelines~~pipeline and transportation segment provide crude oil gathering and crude oil, intermediate and refined products transportation and storage services to Delek Holdings' refining operations and independent third parties.

•The wholesale marketing and terminalling segment provides marketing services for the refined products output of the Delek Holdings' refineries, engages in wholesale ~~marketing~~activity at our terminals and terminals owned by third parties, whereby we purchase light product for sale and exchange to third parties, and provides terminalling services at our refined products terminals to ~~Delek Holdings' refining operations and~~ independent third ~~parties.~~parties and Delek Holdings.

Our operating segments adhere to the accounting policies used for our consolidated financial statements. Our operating segments are managed separately because each segment requires different industry knowledge, technology and marketing strategies. Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of its reportable segments based on segment contribution margin. Segment contribution margin is defined as net revenues less cost of materials and other and operating expenses, excluding depreciation and amortization.


~~20 \|~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

The following is a summary of business segment operating performance as measured by contribution margin for the periods ~~indicated (in thousands):~~indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)										(in thousands)	Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Pipelines and Transportation	Pipelines and Transportation									Pipelines and Transportation
Net revenues:	Net revenues:									Net revenues:
Affiliate	Affiliate	$	68,444	$	39,304	$	168,285	$	112,694	Affiliate		$	63,048	$	38,502
Third party	Third party	3,035		5,281		14,587		16,733		Third party		1,927		9,465
Total pipelines and transportation	Total pipelines and transportation	71,479		44,585		182,872		129,427		Total pipelines and transportation		64,975		47,967

Cost of materials and other	Cost of materials and other	14,342		4,947		31,622		17,871		Cost of materials and other		13,079		6,098
Operating expenses (excluding depreciation and amortization)	Operating expenses (excluding depreciation and amortization)	10,749		12,547		31,936		36,109		Operating expenses (excluding depreciation and amortization)		10,172		11,456
Segment contribution margin	Segment contribution margin	$	46,388	$	27,091	$	119,314	$	75,447	Segment contribution margin		$	41,724	$	30,413

Capital spending	Capital spending	$	2,552	$	3,103	$	3,424	$	4,345	Capital spending		$	5,845	$	445

Wholesale Marketing and Terminalling	Wholesale Marketing and Terminalling									Wholesale Marketing and Terminalling
Net revenues:	Net revenues:									Net revenues:
Affiliate (1)	Affiliate (1)	$	26,966	$	27,343	$	121,454	$	78,836	Affiliate (1)		$	33,146	$	68,197
Third party	Third party	43,823		65,628		118,980		237,119		Third party		54,792		47,237
Total wholesale marketing and terminalling	Total wholesale marketing and terminalling	70,789		92,971		240,434		315,955		Total wholesale marketing and terminalling		87,938		115,434

Cost of materials and other	Cost of materials and other	46,350		67,647		174,255		244,842		Cost of materials and other		68,092		95,195
Operating expenses (excluding depreciation and amortization)	Operating expenses (excluding depreciation and amortization)	3,481		5,888		9,487		15,711		Operating expenses (excluding depreciation and amortization)		3,884		3,288
Segment contribution margin	Segment contribution margin	$	20,958	$	19,436	$	56,692	$	55,402	Segment contribution margin		$	15,962	$	16,951

Capital spending	Capital spending	$	676	$	889	$	3,494	$	1,893	Capital spending		$	1,954	$	2,583

Consolidated	Consolidated									Consolidated
Net revenues:	Net revenues:									Net revenues:
Affiliate	Affiliate	$	95,410	$	66,647	$	289,739	$	191,530	Affiliate		$	96,194	$	106,699
Third party	Third party	46,858		70,909		133,567		253,852		Third party		56,719		56,702
Total Consolidated	Total Consolidated	142,268		137,556		423,306		445,382		Total Consolidated		152,913		163,401

Cost of materials and other	Cost of materials and other	60,692		72,594		205,877		262,713		Cost of materials and other		81,171		101,293
Operating expenses (excluding depreciation and amortization presented below)	Operating expenses (excluding depreciation and amortization presented below)	14,230		18,435		41,423		51,820		Operating expenses (excluding depreciation and amortization presented below)		14,056		14,744
Contribution margin	Contribution margin	$	67,346	$	46,527	176,006		130,849		Contribution margin		57,686		47,364

General and administrative expenses	General and administrative expenses	6,122		5,280		16,973		15,046		General and administrative expenses		4,860		6,130
Depreciation and amortization	Depreciation and amortization	9,459		6,588		24,452		19,801		Depreciation and amortization		10,739		6,299
Other operating income, net	Other operating income, net	0		(70)		(107)		(95)		Other operating income, net		(83)		(107)
Operating income	Operating income	$	51,765	$	34,729	$	134,688	$	96,097	Operating income		$	42,170	$	35,042
Capital spending	Capital spending	$	3,228	$	3,992	$	6,918	$	6,238	Capital spending		$	7,799	$	3,028

(1) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the Marketing Contract Intangible Acquisition. See Note 3 for additional information.

~~The following table summarizes the total assets for each segment as of September 30, 2020 and December 31, 2019 (in thousands):~~

September 30, 2020 December 31, 2019
Pipelines and transportation $ 804,118 $ 537,580
Wholesale marketing and terminalling 153,468 206,867
Total assets $ 957,586 $ 744,447


2119 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table summarizes the total assets for each segment as of March 31, 2021 and December 31, 2020 (in thousands). Assets for each segment include property, plant and equipment, equity method investments, intangible assets and inventory.


	March 31, 2021		December 31, 2020
Pipelines and transportation	$	705,262	$	723,317
Wholesale marketing and terminalling	217,384		206,918
Other	26,224		26,182
Total assets	$	948,870	$	956,417

Property, plant and equipment and accumulated depreciation as of ~~September 30, 2020~~March 31, 2021 and depreciation expense by reporting segment for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 were as follows (in thousands):

Pipelines and Transportation Wholesale Marketing and Terminalling Consolidated
Property, plant and equipment $ 569,320 $ 114,879 $ 684,199
Less: accumulated depreciation (167,079) (49,619) (216,698)
Property, plant and equipment, net (1)
$ 402,241 $ 65,260 $ 467,501
Depreciation expense for the three months ended September 30, 2020 $ 7,738 $ 1,721 $ 9,459
Depreciation expense for the nine months ended September 30, 2020 $ 19,364 $ 5,088 $ 24,452

~~(1)~~ Segment assets data as of September 30, 2020 includes $118.2 million adjustment to re-classify property, plant and equipment between Wholesale Marketing and Terminalling segment and Pipelines and Transportation segment to record a correction that was not reflected in the November 4, 2020 Earnings Release. Such amounts are not considered material to the financial statements and had no impact to the consolidated assets, operating income, segment contribution or net income.


	Pipelines and Transportation		Wholesale Marketing and Terminalling		Consolidated
Property, plant and equipment	$	586,119	$	113,433	$	699,552
Less: accumulated depreciation	(184,318)		(53,177)		(237,495)
Property, plant and equipment, net	$	401,801	$	60,256	$	462,057

Depreciation expense for the three months ended March 31, 2021	$	8,827	$	1,912	$	10,739

In accordance with ASC 360, Property, Plant & Equipment, we evaluate the realizability of property, plant and equipment as events occur that might indicate potential impairment. There were no indicators of impairment of our property, plant and equipment as of ~~September 30, 2020.~~March 31, 2021.

Note 12 - Income Taxes

For tax purposes, each partner of the Partnership is required to take into account its share of income, gain, loss and deduction in computing its federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. The taxable income reportable to each partner takes into account differences between the tax basis and fair market value of our assets, financial reporting bases of assets and liabilities, the acquisition price of such partner's units and the taxable income allocation requirements under our Partnership Agreement.

The Partnership is not a taxable entity for federal income tax purposes. While most states do not impose an entity level tax on partnership income, the Partnership is subject to entity level tax in both Tennessee and Texas.

Note 13 - 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. See "Crude Oil and Other Releases" below for discussion of an enforcement ~~action.~~action

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. Numerous permits or other authorizations are required under these laws and regulations for the operation of our terminals, pipelines, saltwells, trucks and related operations, and may be subject to revocation, modification and renewal.

These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters, which could include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which we handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there


20 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 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


~~22 \|~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

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 more strict 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 third parties for personal injury, property damage or natural resources damages.

Crude Oil and Other Releases

We have experienced several crude oil and other releases involving our assets. There were 0 material releases that occurred during the ~~nine~~three months ended ~~September 30, 2020, and there were 5~~March 31, 2021. For releases that occurred ~~throughout~~in prior years, we have received regulatory closure or a majority of the ~~year 2019. Cleanup operations and site maintenance~~cleanup and remediation efforts ~~on these and other releases are at various stages of completion. The majority of the remediation efforts for these releases~~ are substantially ~~completed or have received regulatory closure. With the exception of the Sulphur Springs release defined below, we~~complete. We expect regulatory closure in ~~2020~~2021 for the release sites that have not yet received ~~it.~~

~~Many of the releases have occurred on our system of common carrier pipelines which gather crude in southern Arkansas~~it and northern Louisiana, and which are primarily located within 60 miles of Delek Holdings’ El Dorado refinery ("El Dorado Gathering System"). During the year ended December 31, 2019, we decommissioned certain sections of the El Dorado Gathering System in an effortdo not anticipate material costs associated with any fines or penalties or to ~~improve the safety and integrity of the system. The decommissioning of these sections was completed in August 2019. The project did not have a material effect on our financial results.~~complete activities that may be needed to achieve regulatory closure.

Regulatory authorities could require additional remediation based on the results of our remediation efforts. We may incur additional expenses as a result of further scrutiny by regulatory authorities and continued compliance with laws and regulations to which our assets are subject. As of ~~September 30, 2020,~~March 31, 2021, we have accrued $0.3 million for remediation and other such matters related to these releases.

On October 3, 2019, a release of diesel fuel involving one of our pipelines occurred near Sulphur Springs, Texas (the "Sulphur Springs Release"). Cleanup operations and site maintenance and remediation on this release have been substantially completed where such costs incurred totaled $7.1 million during ~~2019.~~2019 and $0.5 million during 2020. During the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, we incurred ~~approximately $0.1 million and $0.4 million~~a nominal amount of additional costs related to final clean-up of this ~~release, respectively. The release is currently in boom maintenance.~~release. Ground water monitoring wells were installed in the third quarter of ~~2020. We expect to conduct~~2020 and will be monitored quarterly ~~ground water monitoring for at least one year.~~until the site is closed. Additionally, ~~during~~in the third quarter ~~ended September 30,~~of 2020 we conducted creek bed sediment sampling and the results indicated no issues with the groundwater. In the fourth quarter of 2020 we submitted an actual property assessment report that assessed site conditions and recommends closure of the site. Closure of the site was approved in the first quarter of 2021. The ground water monitoring wells are scheduled to be removed in the second quarter of 2021. We filed suit in January 2020 against a third party contractor, seeking damages related to this ~~release.~~release; two related actions were filed in November and December 2020 by and against the contractor's insurance company seeking judgments related to insurance coverage. We have not received notification that any legal action with respect to fines and penalties will be pursued by the regulatory agencies.

Expenses incurred for the remediation of these crude oil and other releases are included in operating expenses in our condensed consolidated statements of income and comprehensive income. The majority of our releases have been subsequently reimbursed by Delek Holdings pursuant to the terms of the Omnibus Agreement, with the exception of the Sulphur Springs Release above as it is not covered under the Omnibus Agreement. Reimbursements are recorded as a reduction to operating expense. We do not believe the total costs associated with these events, whether alone or in the aggregate, including any fines or penalties and net of available insurance, indemnification or reimbursement, will have a material adverse effect upon our business, financial condition or results of operations.

During ~~both~~ the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, we recorded $0.1 million and a nominal amount of ~~expenses. Additionally, during the three~~crude oil and ~~nine months ended September 30, 2019, we recorded a nominal amount and $0.3 million of~~other releases remediation expenses, ~~respectively, which is~~ net of ~~total~~ reimbursable costs, ~~of $0.5 million and $4.6 million for the three and nine months ended September 30, 2019, respectively, from Delek Holdings pursuant to the terms of the Omnibus Agreement.~~respectively.

Note 14 - Leases

We lease certain pipeline and transportation equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.

Our leases do not have any outstanding renewal options. Certain leases also include options to purchase the leased equipment.

Certain of our lease agreements include rates based on equipment usage and others include rate inflationary indices based increases. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.


2321 \|

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents additional information related to our operating leases in accordance ASC 842:


		Three Months Ended September 30,				Nine Months Ended September 30,						Three Months Ended March 31,
(in thousands)	(in thousands)	2020		2019		2020			2019		(in thousands)		2021			2020
Lease Cost(1)	Lease Cost(1)										Lease Cost(1)
Operating lease cost	Operating lease cost	$	2,587	$	1,744	$	5,113		$	4,643	Operating lease cost		$	2,744		$	600
Short-term lease cost ~~(1)~~(2)	Short-term lease cost ~~(1)~~(2)	382		47		1,459			850		Short-term lease cost ~~(1)~~(2)		147			320
Variable lease costs	Variable lease costs	829		0		1,101			0		Variable lease costs		0			212
Total lease cost	Total lease cost	$	3,798	$	1,791	$	7,673		$	5,493	Total lease cost		$	2,891		$	1,132

Other Information(1)	Other Information(1)										Other Information(1)
Cash paid for amounts included in the measurement of lease liabilities	Cash paid for amounts included in the measurement of lease liabilities										Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	Operating cash flows from operating leases	$	(2,587)	$	(1,744)	$	(5,113)		$	(4,643)	Operating cash flows from operating leases		$	(2,744)		$	(600)

Leased assets obtained in exchange for new operating lease liabilities	Leased assets obtained in exchange for new operating lease liabilities	$	865	$	649	$	16,644		$	649	Leased assets obtained in exchange for new operating lease liabilities		$	2,623		$	—

						September 30, 2020
													March 31, 2021			March 31, 2020
Weighted-average remaining lease term (years) for operating leases	Weighted-average remaining lease term (years) for operating leases					3.7					Weighted-average remaining lease term (years) for operating leases		3.5			3.8
Weighted-average discount rate (2) operating leases						5.7		%
Weighted-average discount rate (3) operating leases											Weighted-average discount rate (3) operating leases		5.9		%	7.3		%
Weighted-average remaining lease term (years) for financing lease											Weighted-average remaining lease term (years) for financing lease		2.7			0.0
Weighted-average discount rate (3) financing lease											Weighted-average discount rate (3) financing lease		1.8		%	0		%

(1)Includes an immaterial amount of financing lease cost.

(2) Includes an immaterial amount of variable lease cost.

~~(2)~~(3) Our discount rate is primarily based on our incremental borrowing rate in accordance with ASC 842.

Note 15 - Subsequent Events

Distribution Declaration

On ~~October 27, 2020,~~April 29, 2021, our general partner's board of directors declared a quarterly cash distribution of ~~$0.905~~$0.920 per unit, payable on ~~November 12, 2020,~~May 14, 2021, to unitholders of record on ~~November 6, 2020.~~May 10, 2021.

Exclusivity Supply Agreement

In May 2021, we executed a strategic exclusivity supply agreement with Baker Petrolite LLC (an affiliate of Baker Hughes Company) ("Baker"), for the supply of chemicals to meet IMO regulations through blending competencies utilizing proprietary intellectual property. The agreement has a 5-year initial term and a 5-year extension option. Terms of the agreement are intended to incentivize a cooperative arrangement relating to strategic blending activities to be operated by the Partnership, and provide for profit sharing opportunities through a variable price structure. Annual minimum requirements under the contract are nominal and may be applied towards purchases.


2422 \|

Management's Discussion and Analysis

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is management’s analysis of our financial performance and of significant trends that may affect our future performance. The MD&A should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on ~~February 27, 2020~~March 1, 2021 (the "Annual Report on Form 10-K"). Those statements in the MD&A that are not historical in nature should be deemed forward-looking statements that are inherently uncertain. See "Forward-Looking Statements" below for a discussion of the factors that could cause actual results to differ materially from those projected in these statements.

Unless otherwise noted or the context requires otherwise, references in this report to "Delek Logistics Partners, LP," the "Partnership," "we," "us," "our," or like terms, may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole. Unless otherwise noted or the context requires otherwise, references in this report to "Delek Holdings" refer collectively to Delek US Holdings, Inc. and any of its subsidiaries, other than the Partnership and its subsidiaries and its general partner.

Effective August 13, 2020, the Partnership closed the transaction contemplated by a definitive exchange agreement with the general partner to eliminate all of the incentive distribution rights ("IDRs") held by the general partner, ~~and convert~~such transaction the ~~2% economic general partner interest into a non-economic general partner interest, all in exchange for 14.0 million newly issued common limited partner units and $45.0 million in cash ("IDR~~"IDR Restructuring Transaction"). Contemporaneously, 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.Transaction." See Note 3 of the accompanying condensed consolidated financial statements for further information.

Effective March 31, 2020, the Partnership, through its wholly-owned subsidiary DKL Permian Gathering, LLC, acquired from Delek Holdings a crude oil gathering system located in Howard, Borden and Martin Counties, Texas (the "Big Spring Gathering Assets"), and certain related assets, such transaction the "Big Spring Gathering Assets Acquisition." See Note 2 of the accompanying condensed consolidated financial statements for further information.

The Partnership announces material information to the public about the Partnership, its products and services and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, the Partnership's website (www.deleklogistics.com), the investor relations section of the website (ir.deleklogistics.com), the news section of its website (www.deleklogistics.com/news), and/or social media, including its Twitter account (@DelekUSLogistics). The Partnership encourages investors and others to review the information it makes public in these locations, as such information could be deemed to be material information. Please note that this list may be updated from time to time.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange ~~Act.~~Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current estimates, expectations and projections about our future results, performance, prospects and opportunities. Forward-looking statements include, among other things, statements regarding the effect, impact, potential duration or other implications of, or expectations expressed with respect to, the COVID-19 Pandemic and the actions of members of ~~OPEC+~~the Organization of Petroleum Exporting Countries ("OPEC") and other leading oil producing countries (together with OPEC, "OPEC+") with respect to oil production and pricing, and statements regarding our efforts and plans in response to such events, the information concerning our possible future results of operations, business and growth strategies, financing plans, expectations that regulatory developments or other matters will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, the benefits and synergies to be obtained from our completed and any future acquisitions, statements of management’s goals and objectives, and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “appears,” “projects” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors that, individually or in the aggregate, could cause such differences include, but are not limited to:


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~~Management's Discussion and Analysis~~

•our substantial dependence on Delek Holdings or its assignees and their support of and respective ability to pay us under our commercial agreements;


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Management's Discussion and Analysis

•our future coverage, leverage, financial flexibility and growth, and our ability to improve performance and achieve distribution growth at any level or at all;

•Delek Holdings' future growth, financial performance, share repurchases, crude oil supply pricing and flexibility and product distribution;

•industry dynamics, including Permian Basin growth, ownership concentration, efficiencies and takeaway capacity;

•the age and condition of our assets and operating hazards and other risks incidental to transporting, storing and gathering crude oil, intermediate and refined products, including, but not limited to, costs, penalties, regulatory or legal actions and other effects related to spills, releases and tank failures;

•changes in insurance markets impacting costs and the level and types of coverage available;

•the timing and extent of changes in commodity prices and demand for refined products and the impact of the COVID-19 Pandemic on such demand;

•the wholesale marketing margins we are able to obtain and the number of barrels of product we are able to purchase and sell in our West Texas wholesale business;

•the suspension, reduction or termination of Delek Holdings' or its assignees' or third-party's obligations under our commercial agreements including the duration, fees or terms thereof;

•the results of our investments in joint ventures;

•the ability to secure commercial agreements with Delek Holdings or third parties upon expiration of existing agreements;

•the possibility of inefficiencies, curtailments, or shutdowns in refinery operations or pipelines, whether due to infection in the workforce or in response to reductions in demand as a result of the COVID-19 Pandemic;

•disruptions due to equipment interruption or failure, or other events, including terrorism, sabotage or cyber attacks, at our facilities, Delek Holdings’ facilities or third-party facilities on which our business is dependent;

•changes in the availability and cost of capital of debt and equity financing;

•our reliance on information technology systems in our day-to-day operations;

•changes in general economic conditions, including uncertainty regarding the timing, pace and extent of economic recovery in the United States due to the COVID-19 Pandemic;

•the effects of existing and future laws and governmental regulations, including, but not limited to, the rules and regulations promulgated by the Federal Energy Regulatory Commission ("FERC") and state commissions and those relating to environmental protection, pipeline integrity and safety as well as current and future restrictions on commercial and economic activities in response to the COVID-19 Pandemic;

•competitive conditions in our industry;

•actions taken by our customers and competitors;

•the demand for crude oil, refined products and transportation and storage services;

•our ability to successfully implement our business plan;

•inability to complete growth projects on time and on budget;

•our ability to successfully integrate acquired businesses;

•disruptions due to acts of God, including natural disasters, weather-related delays, casualty losses and other matters beyond our control;

•severe weather patterns, such as freezing conditions, might cause damage to our pipelines, terminal facilities and other assets and could impact our operating results through increased costs and/or loss of revenue;

•changes in the price of RINs could affect our results of operations;

•future decisions by OPEC+ regarding production and pricing and disputes between OPEC+ regarding such;

•changes or volatility in interest and inflation rates;

•labor relations;

•large customer defaults;

•changes in tax status and regulations;


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Management's Discussion and Analysis

•the effects of future litigation; and

•other factors discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K.

Many of the foregoing risks and uncertainties are, and will be, exacerbated by the COVID-19 Pandemic and any worsening of the global business and economic environment. In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them. In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.

All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.


~~26 \|~~ Business Overview

~~Management's Discussion and Analysis~~

~~Business Overview~~

The Partnership primarily owns and operates crude oil, intermediate and refined products logistics and marketing assets. We gather, transport, offload and store crude oil and intermediate products and market, distribute, transport and store refined products primarily in select regions of the southeastern United States and Texas for Delek Holdings and third parties. A substantial majority of our existing assets are both integral to and dependent upon the success of Delek Holdings' refining operations, as many of our assets are contracted exclusively to Delek Holdings in support of its Tyler, El Dorado and Big Spring refineries.

The Partnership is not a taxable entity for federal income tax purposes or the income taxes of those states that follow the federal income tax treatment of partnerships. Instead, for purposes of such income taxes, each partner of the Partnership is required to take into account its share of items of income, gain, loss and deduction in computing its federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. The taxable income reportable to each partner takes into account differences between the tax basis and the fair market value of our assets and financial reporting bases of assets and liabilities, the acquisition price of the partner's units and the taxable income allocation requirements under the Partnership's Second Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement").

The on-going impact of the COVID-19 ~~outbreak~~Pandemic, the restrictions imposed to prevent its spread, the challenges with the vaccination rollout, and ~~its development into a pandemic in March 2020 (the "COVID-19 Pandemic" or~~ the ~~"Pandemic") has resulted in~~spread of new variants of the virus, continue to cause significant economic disruption globally, including in the U.S. and specific geographic areas where we operate. ~~Actions taken~~Compared to the prior year, the first quarter of 2021 has witnessed economic recovery trends including resumption of flights by ~~various governmental authorities, individuals~~major airlines and ~~companies around~~increased motor vehicle use, as the ~~world~~government continues to ~~prevent~~ramp up the spread of COVID-19 through both voluntary and mandated social distancing, curfews, shutdowns and expanded safety measures, have restricted travel, many business operations, public gatherings and the overall level of individual movement and in-person interaction across the globe.vaccination rollout. This has in turn ~~significantly reduced global economic activity and~~ resulted in ~~airlines dramatically cutting back on flights and a decrease in motor vehicle use, leading to a substantial decrease in consumer~~increased demand for, ~~gasoline~~thus also the market prices of, crude oil and ~~other hydrocarbons. As a result, there has also been a decline in the demand for~~certain products, particularly refined petroleum products that we receive revenue for the transportation and ~~most notably gasoline~~storage services we provide and ~~jet fuel. There~~an increase in demand and sales volumes in our wholesale marketing business. As of March 31, 2021, there is continued uncertainty about the duration and future impact of the COVID-19 Pandemic which caused reduced consumer demand for gasoline and other hydrocarbons during the nine months to September 30, 2020 in the United States and globally. Therefore, downward pressure on commodity prices has remained and could continue for the foreseeable future.

During the third quarter of 2020, governmental authorities in various states across the U.S., particularly those states in our Permian Basin and U.S. Gulf Coast regions, lifted many of the restrictions created by actions taken to slow down the spread of COVID-19. These actions have resulted in an increase in the level of individual movement and travel and, in turn, an increase in the demand and market prices for some of our products relative to late March 2020. However, many of the states where such restrictions were lifted have recently experienced a marked increase in the spread of COVID-19 and many governmental authorities in such areas have responded by re-imposing certain restrictions they had previously lifted. In addition, certain countries globally recently re-imposed previously lifted restrictions due to worsening effects of the increased spread of COVID-19. This response, as well as the increased infection rates, impacts regions that we serve and could significantly impact demand in ways that we cannot predict.Pandemic. Additionally, increased infection rates could impact our logistics operations, particularly in high-infection states, if our employees are personally affected by the illness, both through direct infection and quarantine procedures.

In February 2021, our operations and those of our customers were temporarily impacted by the severe freezing weather, which affected certain regions around the country including areas where we operate. Our customers’ volumes were significantly impacted by the prolonged freezing conditions that occurred, resulting in lower throughput in our pipeline and transportation operations. In addition, the freezing conditions led to significant increases to energy prices resulting in increases to the related expenses. Severe weather patterns such as the freezing conditions might cause damage to our pipelines, terminal facilities and other assets and could impact our operating results through additional costs and/or loss of revenue.

During the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, both our West Texas wholesale marketing business and many of our pipeline and transportation customers ~~have~~ experienced ~~the impact on~~an increase in demand and pricing due to the resumption of ~~these unprecedented conditions.~~some economic activities as discussed above. The impact of this positive trend was netted by the reduced volumes during the severe freezing conditions experienced in February 2021 as discussed above. Our pipelines and transportation revenue streams were largely protected by minimum volume commitments under existing throughput contracts with customers during the current ~~period,~~and prior periods, but continued pressure on our customers could present risks to our existing and new business opportunities as well as on collectability on our receivables. ~~We continue~~Our management continues to ~~experience operational constraints as well, including~~monitor the COVID-19 infections ~~at certain of~~in the communities around our company locations, ~~that have resulted in re-imposed or expanded~~the impact on our operations and whether there is a need to update our remote policies and quarantine protocols. ~~And we~~We continue to be ~~faced with~~exposed to risk from our suppliers and customers who are facing similar challenges.

~~We have identified the following uncertainties resulting from the COVID-19 Pandemic and other events, including the impact related to crude storage space shortages:~~

•Customers directly impacted by COVID-19 Pandemic and other events in terms of demand for refined product may reduce throughputs which could, likewise, impact the throughput demand for our pipelines, and may seek to renegotiate minimums under contractual ~~force majeure~~ ~~provisions. Such reductions could have a significant impact on our revenues, cost of sales, operating income and liquidity, as well to the carrying value of long-lived or indefinite-lived assets;~~

•Customers may experience financial difficulties which could interrupt the volumes ordered by those customers and/or could impact the credit worthiness of such customers and the collectability of their outstanding receivables;

•~~Equity method investees may be significantly impacted by the COVID-19 Pandemic and/or other events, which may increase the risk of impairment of those investments;~~

•The decline in demand and pricing on our wholesale marketing segment and a decline in demand for pipelines and transportation impacting current results and/or forecasts could result in impairments in certain of our long-lived or indefinite-lived


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~~Management's Discussion and Analysis~~

assets, including goodwill, or have other financial statement impacts that cannot currently be anticipated (see also Note 1 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional discussion of specific financial statement risks);

•While our current liquidity needs are managed by existing credit facilities, sources of future liquidity needs may be impacted by the volatility in the debt market and the availability and pricing of such funds as a result of the COVID-19 Pandemic and other events; and

•~~The U.S. Federal Government has enacted certain stimulus and relief measures and is continuing to consider additional relief legislation.~~ To the extent that the provisions do not directly impact the Partnership in the current period or are intended to stimulate or provide relief to the greater U.S. economy and/or consumer, the impact and success of such efforts remains unknown.

~~Other~~ uncertainties related to the ~~impact of the~~ COVID-19 Pandemic and other events may exist that have not been identified or that are not specifically listed above, and could impact our future results of operations and financial position, the nature of which and the extent to which are currently unknown. Actions taken by OPEC+ in April and June 2020, including the agreement for management of crude oil supply in the hopes of contributing to market stabilization (the "Oil Production Cuts"), as well as the U.S. Federal Government's passage and/or enactment of additional stimulus and relief measures, may impact the extent to which the risk underlying these uncertainties are realized. To the extent these uncertainties have been identified and are believed to have an impact on our current period results of operations or financial position based on the requirements for assessing such financial statement impact under U.S. generally accepted accounting principles, we have considered them in the preparation of our ~~unaudited~~ condensed consolidated financial statements as of and for the three months ended ~~September 30, 2020,~~March 31, 2021, which are included in Item 1. of this Quarterly Report on Form 10-Q.


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Management's Discussion and Analysis

Other uncertainties related to the impact of the COVID-19 Pandemic and other events may exist that have not been identified, and could impact our future results of operations and financial position, the nature of which and the extent to which are currently unknown. The U.S. Federal Government's passage and/or enactment of additional stimulus and relief measures, may impact the extent to which the risk underlying these uncertainties are realized.

In addition, management continues to actively respond to the impact of the COVID-19 Pandemic and other events on our business. Such efforts include (but are not limited to) the following:

•Reducing planned capital expenditures for ~~2020;~~2021;

•Identifying alternative financing solutions to enhance our access to sources of liquidity;

•Enacting cost reduction measures across the organization, including reducing contract services, reducing overtime and reducing or eliminating non-critical travel which serves the dual purpose of also complying with recommendations made by the state and federal governments because of the COVID-19 Pandemic;

•Implementing regular site cleaning and disinfecting procedures;

•Adopting remote working where possible. Where on-site operations are required, ~~masks are mandatory and our employees have adopted social distancing;~~appropriate safety precautions taken; and

•Working with our employees to implement other site-specific precautionary measures to reduce the risk of exposure.

The extent to which our future results are affected by the COVID-19 Pandemic will depend on various factors and consequences beyond our control, such as the duration and scope of the Pandemic; additional actions by businesses and governments in response to the COVID-19 Pandemic; and the speed and effectiveness of responses to combat the virus. The COVID-19 Pandemic, and the volatile regional and global economic conditions stemming from the Pandemic, could also exacerbate the risk factors identified in this Quarterly Report on Form 10-Q and our Annual Report on Form ~~10-K for the fiscal year ended December 31, 2019 and in this Form 10-Q.~~10-K. The COVID-19 Pandemic may also materially adversely affect our results in a manner that is either not currently known or that we do not currently consider to be a significant risk to our business.

See also 'Risk Factors' in Part ~~II,~~I, Item 1A. of ~~this Quarterly~~our Annual Report on Form ~~10-Q~~10-K for further discussion of risks associated with the COVID-19 Pandemic.

Our Reporting Segments and Assets

Our business consists of two reportable segments:

~~(i)~~


Pipelines and Transportation

The assets and investments in our pipelines and transportation segment consist of pipelines, tanks, offloading facilities, trucks and ancillary assets, which provide crude oil gathering and crude oil, intermediate and refined products transportation and storage services primarily in support of Delek Holdings' refining operations in Tyler, Texas, El Dorado, Arkansas and Big Spring, ~~Texas and the Big Spring Gathering Assets.~~Texas. Additionally, the assets in this segment provide crude oil transportation services to certain third parties. In providing these services, we do not take ownership of the products or crude oil that we transport or store. Therefore, we are not directly exposed to changes in commodity prices with respect to this operating segment.

~~(ii)~~


Wholesale Marketing and Terminalling

The assets in our wholesale marketing and terminalling segment consist of refined products terminals and pipelines in Texas, Tennessee, Arkansas and Oklahoma. We generate revenue in our wholesale marketing and terminalling segment by providing marketing services for


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~~Management's Discussion and Analysis~~

the refined products output of the Tyler and Big Spring refineries, engaging in wholesale activity at our terminals in West Texas and at terminals owned by third parties, whereby we purchase light products for sale and exchange to third parties, and by providing terminalling services at our refined products terminals to independent third parties and Delek Holdings.

~~2020~~2021 Strategic Developments

~~Restructuring Transaction~~Exclusivity Supply Agreement

~~Effective August 13, 2020,~~In May 2021, we executed a strategic exclusivity supply agreement with Baker Petrolite LLC (an affiliate of Baker Hughes Company) ("Baker"), for the supply of chemicals to meet IMO regulations through blending competencies utilizing proprietary intellectual property.The agreement has a 5-year initial term and a 5-year extension option. Terms of the agreement are intended to incentivize a cooperative arrangement relating to strategic blending activities to be operated by the Partnership, ~~closed the transaction contemplated by a definitive exchange agreement with the general partner to eliminate all of the IDRs held by the general partner~~ and convert the 2% economic general partner interest into a non-economic general partner interest, both in exchange for 14.0 million newly issued common limited partner units and $45.0 million in cash (the "IDR Restructuring Transaction").provides an exciting growth opportunity. See Note 315 to our accompanying condensed consolidated financial statements for additional ~~information.~~information

~~In August 2020, we filed a shelf registration statement, which subsequently became effective, with the U.S. Securities~~


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Management's Discussion and Exchange Commission for the proposed re-sale or other disposition from time to time by Delek Holdings of up to 14.0 million common limited partner units representing limited partner interests in the Partnership. We will not sell any securities under this shelf registration statement and we will not receive any proceeds from the sale of the securities by Delek Holdings.Analysis

~~Red River Expansion project~~

During the third quarter ended September 30, 2020, Red River, a joint venture equity method investment which owns a crude oil pipeline running from Cushing, Oklahoma to Longview, Texas, completed a planned expansion project to increase the pipeline capacity. The expansion project commenced operations on October 1, 2020.

~~Inflation Adjustments~~

On July 1, 2020, the tariffs on our FERC regulated pipelines and the throughput fees and storage fees under certain of our agreements with Delek Holdings and third parties that are subject to adjustments using the FERC indexing increased approximately 2%, the amount of the change in the FERC oil pipeline index. Under certain of our other agreements with Delek Holdings and third parties, the fees adjusted based on the consumer price index increased 1.6%, and the fees adjusted based on producer price index decreased approximately 1.2%.

~~Trucking Assets Acquisition~~

Effective May 1, 2020, the Partnership, through its wholly-owned subsidiary DKL Transportation, LLC, acquired Delek Trucking, LLC consisting of certain leased and owned tractors and trailers and related assets from Delek Holdings. See Note 2 to our accompanying condensed consolidated financial statements for additional information.

~~Big Spring Gathering Assets Acquisition~~

Effective March 31, 2020, the Partnership, through its wholly-owned subsidiary DKL Permian Gathering, LLC, acquired the Big Spring Gathering Assets from Delek Holdings, located in Howard, Borden and Martin Counties, Texas. See Note 2 to our accompanying condensed consolidated financial statements for additional information.

~~IDR Waiver~~

On March 31, 2020, in connection with the completion of the Big Spring Gathering Assets Acquisition, the Board of the general partner waived distributions in respect of the Incentive Distribution Rights ("IDRs") associated with the 5.0 million newly issued common units ("Additional Units") for at least two years, through at least the distribution for the quarter ending March 31, 2022 ("IDR Waiver"). The IDR Waiver essentially reduces 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 Additional Units. An additional waiver letter was signed that waived all of the distributions for the first quarter of 2020 on the Additional Units with respect to base distributions and the IDRs. The Restructuring Transaction on August 13, 2020, permanently eliminated all of the IDRs. See Note 3 to our accompanying condensed consolidated financial statements for additional information.

How We Generate Revenue

The Partnership generates revenue by charging fees to Delek Holdings and third parties for gathering, transporting, offloading and storing crude oil and for marketing, distributing, transporting, throughputting and storing intermediate and refined products. We also wholesale market refined products primarily in the West Texas market. A substantial majority of our contribution margin, which we define as net revenues less cost of materials and other and operating expenses, excluding depreciation and amortization, is derived from commercial agreements with Delek Holdings with initial terms ranging from five to ten years, which gives us a contractual revenue base that we believe enhances the stability of our cash flows. As more fully described below, our commercial agreements with Delek Holdings typically include minimum volume or throughput commitments by Delek Holdings, which we believe will provide a stable revenue stream in the future. The fees charged under our agreements with Delek Holdings and third parties are indexed to inflation-based indices. In addition, the rates charged with respect to our assets that are subject to inflation indexing may increase or decrease, typically on July 1 of each year, by the amount of any change in various inflation-based indices, including FERC, provided that in no event will the fees be adjusted below the amount initially set forth in the applicable agreement.


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~~Management's Discussion and Analysis~~

Commercial Agreements with Delek Holdings

The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering, ~~and~~ crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings, and Delek Holdings commits to provide us with minimum monthly throughput volumes of crude oil, intermediate and refined products. Generally, these agreements include minimum quarterly volume, revenue or throughput commitments and have tariffs or fees indexed to inflation-based indices, provided that the tariffs or fees will not be decreased below the initial amount. See our Annual Report on Form 10-K filed with the SEC on ~~February 27, 2020~~March 1, 2021 for a discussion of our material commercial agreements with Delek Holdings.

Other Transactions

Starting in 2018, the Partnership manages a long-term capital project on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of a 250-mile gathering system in the Permian ~~Basin. The majority~~Basin (the "Delek Permian Gathering Project"). As of March 31, 2021, approximately 183 miles of the gathering system ~~has been constructed,~~were completed and operational, however, additional costs pertaining to a pipeline connection that was not contributed to the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement. The Partnership is also considered the operator for the project and is responsible for the oversight of the project design, procurement and construction of project segments and for providing other related services. See Note 43 to our accompanying condensed consolidated financial statements for additional information on the DPG Management Agreement.

How We Evaluate Our Operations

We use a variety of financial and operating metrics to analyze our segment performance. These metrics are significant factors in assessing our operating results and profitability and include:

(i)volumes (including pipeline throughput and terminal volumes);

(ii)contribution margin per barrel;

(iii)operating and maintenance expenses;

(iv)cost of materials and other; and

(v)EBITDA and distributable cash flow (as such terms are defined below).

Volumes

The amount of revenue we generate primarily depends on the volumes of crude oil and refined products that we handle in our pipeline, transportation, terminalling, storage and marketing operations. These volumes are primarily affected by the supply of and demand for crude oil, intermediate and refined products in the markets served directly or indirectly by our assets. Although Delek Holdings has committed to minimum volumes under certain of the commercial agreements, as described above, our results of operations will be impacted by:

•Delek Holdings' utilization of our assets in excess of its minimum volume commitments;

•our ability to identify and execute acquisitions and organic expansion projects, and capture incremental volume increases from Delek Holdings or third parties;

•our ability to increase throughput volumes at our refined products terminals and provide additional ancillary services at those terminals;

•our ability to identify and serve new customers in our marketing and trucking operations; and

•our ability to make connections to third-party facilities and pipelines.


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Management's Discussion and Analysis

Contribution Margin per Barrel

Because we do not allocate general and administrative expenses by segment, we measure the performance of our segments by the amount of contribution margin as generated in operations. Contribution margin is defined as net revenues less cost of materials and other and operating expenses, excluding depreciation and amortization.

For our wholesale marketing and terminalling segment, we also measure gross margin per barrel. Gross margin per barrel reflects the gross margin (net revenues less cost of materials and other) of the wholesale marketing operations divided by the number of barrels of refined products sold during the measurement period. Both contribution margin and gross margin per barrel can be affected by fluctuations in the prices and cost of gasoline, distillate fuel, ethanol and ~~Renewable Identification Numbers ("RINs").~~RINs. Historically, the profitability of our wholesale marketing operations has been affected by commodity price volatility, (specifically as it relates to changes in the price of refined products between the time we purchase such products from our suppliers and the time we sell the products to our wholesale customers), and the fluctuation in the value of RINs. Commodity price volatility may also impact our wholesale marketing operations when the selling price of refined products does not adjust as quickly as the purchase price. Our wholesale marketing gross margin may also be impacted by fixed price ethanol agreements that we enter into to fix the price we pay for ethanol.


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~~Management's Discussion and Analysis~~

Operating and Maintenance Expenses

We seek to maximize the profitability of our operations by effectively managing operating and maintenance expenses. These expenses include the costs associated with the operation of owned terminals and pipelines and terminalling expenses at third-party locations, excluding depreciation and amortization. These costs primarily include outside services, allocated employee costs, repairs and maintenance costs and energy and utility costs. Operating expenses related to the wholesale business are excluded from cost of sales because they primarily relate to costs associated with selling the products through our wholesale business. These expenses generally remain relatively stable across broad ranges of throughput volumes, but can fluctuate from period to period depending on the mix of activities performed during that period and the timing of these expenses. Additionally, compliance with federal, state and local laws and regulations relating to the protection of the environment, health and safety may require us to incur additional expenditures. We will seek to manage our maintenance expenditures on our pipelines and terminals by scheduling maintenance over time to avoid significant variability in our maintenance expenditures and minimize their impact on our cash flow.

Cost of Materials and Other

These costs include:


(i)all costs of purchased refined products in our wholesale marketing and terminalling segment, as well as additives and related transportation of such products; ~~(ii)costs associated with the operation of our trucking assets, which primarily include allocated employee costs and other costs related to fuel, truck leases and repairs and maintenance;~~ ~~(iii)the cost of pipeline capacity leased from any third parties; and~~ ~~(iv)gains and losses related to our commodity hedging activities.~~						(ii)costs associated with the operation of our trucking assets, which primarily include allocated employee costs and other costs related to fuel, truck leases and repairs and maintenance;
(iii)the cost of pipeline capacity leased from any third parties; and						(iv)gains and losses related to our commodity hedging activities.

Financing

The Partnership has declared its intent to make a cash distribution to its unitholders at a distribution rate of ~~$0.905~~$0.920 per unit for the quarter ended ~~September 30, 2020~~March 31, 2021 ($~~3.62~~3.680 per unit on an annualized basis). Our Partnership Agreement requires that the Partnership distribute all of its available cash (as defined in the Partnership Agreement) to its unitholders quarterly. As a result, the Partnership expects to fund future capital expenditures primarily from operating cash flows, borrowings under our DKL Credit Facility and any potential future issuances of equity and debt securities. See Note 8 to the accompanying condensed consolidated financial statements for a discussion of historic cash distributions.


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Management's Discussion and Analysis

Market Trends

Business Environment

Fluctuations in crude oil prices and the prices of related refined products impact our operations and the operations of other master limited partnerships in the midstream energy sector. In particular, crude oil prices and the prices of related refined products have the ability to influence drilling activity in many basins and the amounts of capital spending that crude oil exploration and production companies incur to support future growth. ~~During the first half of 2019, the prices of crude oil and related refined products increased but fell slightly in the third quarter of 2019.~~

During the first quarter of 2021, although the on-going COVID-19 Pandemic continues to negatively affect economic trends, signs of economic recovery are starting to show resulting in increases in consumption and demand for crude oil and refined products. Compared to the first quarter of 2020, where reduced demand for crude oil and refined products related to the COVID-19 Pandemic, combined with production increases from OPEC+, had led to a significant reduction in crude oil ~~prices. While OPEC+ reached an agreement to cut~~prices, crude oil ~~production,~~prices during the ~~uncertainty about the duration~~first quarter of the COVID-19 Pandemic continues to slow down the recovery of demand for gasoline and other hydrocarbons. Therefore, the downward pressure on commodity prices has remained and could continue for the foreseeable future. Oil prices2021 have been ~~extremely volatile during~~increasing. Commodity prices are showing signs of recovery and are expected to continue recovering in 2021 as the ~~nine months ended September 30, 2020.~~U.S. federal and state governments increase the rollout of vaccinations. The opening January ~~2020 high closing~~2021 price of oil (WTI Cushing) was ~~$63.27~~$47.62 and reached the January 2021 high closing price of oil of $53.57 per barrel, which ~~declined~~further increased to close at ~~$20.48~~$59.16 per barrel on March 31, ~~2020,~~2021. Oil prices reached a ~~second quarter 2020 low~~high of ~~$10.01 per barrel~~$66.09 on April 21, 2020, closed at $39.27 per barrel on June 30, 2020 and at $40.22 per barrel on September 30, 2020. In response to the rapid decline in commodity prices, some companies in the Permian Basin acted swiftly to reduce drilling and completion activity starting late in the first quarter and continued into the second and third quarter of 2020. The current market conditions have resulted in lower refinery utilization which in turn has impacted the throughput for our assets and operations. This has impacted our operations leading to decrease in revenues albeit with at least an equivalent decrease in cost and expenses in some instances.March 5, 2021. Due to the stabilization in oil prices, ~~albeit at lower prices,~~ during the ~~third~~first quarter ~~ended September 30, 2020,~~of 2021, we experienced improved margins in the West Texas area, and better throughput for our assets with improved gross margins, when compared to the ~~second~~first quarter ~~ended June 30,~~of 2020. We believe we are strategically positioned, in these tougher market conditions to continue developing profitable growth projects that are needed to support future distribution growth in the midstream energy sector ~~and~~ for the Partnership.

West Texas Marketing Operations

Overall demand for gathering and terminalling services in a particular area is generally driven by crude oil production in the area, which can be impacted by crude oil prices, refining economics and access to alternate delivery and transportation infrastructure. Additionally, volatility in crude oil, intermediate and refined products prices in the West Texas area and the value attributable to RINs can affect the results of our West Texas operations. For example, as discussed above, drilling activity and the prices of crude oil and related refined products increased in the first half of 2019 and in spite of a slight decrease in prices in the third quarter of 2019, demand for refined products from our West Texas operations to industries that support crude oil exploration and production began to rebound early in the first quarter of 2020. However due to the impact of the COVID-19 Pandemic there was lower demand and sales of refined products during ~~later~~the latter part of the first quarter of 2020 and remained ~~down~~largely depressed during most of 2020. In the ~~second quarter and third~~first quarter of ~~2020.~~2021, demand for and prices of crude oil and related refined products increased as economic activity began to recover due to the increase in vaccinations.

See the chart below for the high, low and average price per barrel of WTI crude oil for each of the quarterly periods in ~~2019~~2020 and for the three ~~quarterly periods in 2020.~~months ended March 31, 2021.


~~32 \|~~

~~Management's Discussion and Analysis~~

The volatility of refined products prices may impact our margin in the West Texas operations when the selling price of refined products does not adjust as quickly as the purchase price. See the charts below for the range of prices per gallon of gasoline and diesel for each of the quarterly periods in ~~2019~~2020 and for the three ~~quarterly periods in 2020.~~months ended March 31, 2021.


29 \|

Management's Discussion and Analysis

Our West Texas operations can benefit from RINs that are generated by ethanol blending activities. As a result, changes in the price of RINs can affect our results of operations. The RINs we generate are sold primarily to Delek Holdings at market prices. We sold approximately ~~$0.8~~$2.4 million and ~~$2.3~~$0.8 million of RINs to Delek Holdings during the three months ended March 31, 2021 and ~~nine ended September 30,~~ 2020, ~~respectively. Additionally, we sold approximately $0.3 million and $0.9 million of RINs to Delek Holdings during the three and nine ended September 30, 2019,~~ respectively. See below for the high, low and average prices of RINs for each of the quarterly periods in ~~2019~~2020 and in the three ~~quarterly periods in 2020.~~months ended March 31, 2021.


3330 \|

Management's Discussion and Analysis

All of these factors are subject to change over time. As part of our overall business strategy, management considers aspects such as location, acquisition and expansion opportunities and factors impacting the utilization of the refineries (and therefore throughput volumes), which may impact our performance in the market.


3431 \|

Management's Discussion and Analysis

Contractual Obligations

There have been no material changes to our contractual obligations and commercial commitments during the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 from those disclosed in our Annual Report on Form 10-K.

Critical Accounting Policies

The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The SEC has defined critical accounting policies as those that are both most important to the portrayal of our financial condition and results of operations and require our most difficult, complex or subjective judgments or estimates. Based on this definition and as further described in our Annual Report on Form 10-K, we believe our critical accounting policies include the following: (i) evaluating impairment for property, plant and equipment and intangibles, and (ii) evaluating potential impairment of goodwill.

Additionally, due to the economic and industry impact of the COVID-19 Pandemic, we also modified the application of certain of our critical accounting policies during and as of the three and nine months ended September 30, 2020 as follows:

~~Goodwill and Potential Impairment~~

~~Our annual goodwill impairment analysis is performed during the fourth quarter of each year. Under~~ ~~ASC 350, Intangibles - Goodwill and Other~~, goodwill of a reporting unit shall be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

We have identified the COVID-19 Pandemic as a significant event during the three months ended September 30, 2020 that adversely affected the global economy and the oil and gas industry. The COVID-19 Pandemic has resulted in government-imposed temporary business closures and shelter-at-home directives.This has had the secondary effect of impacting prices of crude oil and refined products as well as supply and demand for crude oil and refined products, and triggered several identified uncertainties, as discussed in the 'Business Overview' section of Management's Discussion and Analysis. Our assessment was performed based on the events that had occurred through September 30, 2020 and excluded developments that occurred in the subsequent period, including the impact of a resurgence of COVID-19 cases and re-enactment of temporary business closures. In order to determine whether these events, including the developments around such events that had occurred through September 30, 2020 and our assumptions about future periods based on those events and related developments, would more likely than not reduce the fair value of a reporting unit below its carrying amount, we performed certain analyses on the most significant inputs in our valuation model to evaluate the impact of these events on the fair value of our reporting units. This included sensitivity analysis and stress testing on certain of our inputs to our valuation model, including the weighted-average cost of capital and the barrel per day ("BPD") sold/throughput, which is driven by demand for crude oil and refined products. Except for West Texas, our throughput volume is primarily driven by the minimum throughput in our commercial agreements with Delek Holdings. Based on our analyses (which, as noted above, were based on the conditions and events that had occurred as of September 30, 2020), we determined that there is not an indicator that fair value is more likely than not to have declined below carrying value of $12.2 million as of September 30, 2020.

Additionally, because conditions and events are rapidly changing, we continue to monitor developments with these events and their impact on our valuation. However, there is uncertainty in and around the impact of the COVID-19 Pandemic and other events that have not yet occurred or for existing conditions and events that may have future ramifications that cannot yet be anticipated. Continued or sustained adverse change to these factors may result in potential future impairment of some or all of our goodwill balance.

Other than as described above, for all financial statement periods presented, there have been no material modifications to the application of these critical accounting policies or estimates since our most recently filed Annual Report on Form 10-K. See Note 1 of the condensed consolidated financial statements in Item 1. Financial Statements, for discussion of updates to our accounting policies.


~~35 \|~~

~~Management's Discussion and Analysis~~

Non-GAAP Measures

Our management uses certain "non-GAAP" operational measures to evaluate our operating segment performance and non-GAAP financial measures to evaluate past performance and prospects for the future to supplement our GAAP financial information presented in accordance with U.S. GAAP. These financial and operational non-GAAP measures are important factors in assessing our operating results and profitability and include:


•Earnings before interest, taxes, depreciation and amortization ("EBITDA") - calculated as net income before net interest expense, income tax expense, depreciation and amortization expense, including amortization of customer contract intangible assets, which is included as a component of net revenues in our accompanying condensed consolidated statements of income. •~~Distributable cash flow~~ ~~- calculated as net cash flow from~~ operating activities plus or minus changes in assets and liabilities, less maintenance capital expenditures net of reimbursements and other adjustments not expected to settle in cash. Delek Logistics believes this is an appropriate reflection of a liquidity measure by which users of its financial statements can assess its ability to generate cash.						•Distributable cash flow - calculated as net cash flow from operating activities plus or minus changes in assets and liabilities, less maintenance capital expenditures net of reimbursements and other adjustments not expected to settle in cash. The Partnership believes this is an appropriate reflection of a liquidity measure by which users of its financial statements can assess its ability to generate cash.

EBITDA and distributable cash flow are non-U.S. GAAP supplemental financial measures that management and external users of our condensed consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

•our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of EBITDA, financing methods;

•the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;

•our ability to incur and service debt and fund capital expenditures; and

•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

We believe that the presentation of EBITDA and distributable cash flow provide information useful to investors in assessing our financial condition and results of operations. EBITDA and distributable cash flow should not be considered alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect net income and net cash provided by operating activities. Additionally, because EBITDA and distributable cash flow may be defined differently by other partnerships in our industry, our definitions of EBITDA and distributable cash flow may not be comparable to similarly titled measures of other partnerships, thereby diminishing their utility. For a reconciliation of EBITDA and distributable cash flow to their most directly comparable financial measures calculated and presented in accordance with U.S. GAAP, please refer to "Results of Operations" below.


3632 \|

Management's Discussion and Analysis

~~Results~~Summary of ~~Operations~~Financial and Other Information

A discussion and analysis of the factors contributing to our results of operations is presented below. The financial statements, together with the following information, are intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.

The following table and discussion present a summary of our consolidated results of operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ including a reconciliation of net income to EBITDA and net cash flow provided by operating activities to distributable cash flow.

Statement of Operations Data (in thousands, except unit and per unit amounts)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020

Net revenues:	Net revenues:									Net revenues:
Pipelines and transportation	Pipelines and transportation	$	71,479	$	44,585	$	182,872	$	129,427	Pipelines and transportation		$	64,975	$	47,967
Wholesale marketing and terminalling	Wholesale marketing and terminalling	70,789		92,971		240,434		315,955		Wholesale marketing and terminalling		87,938		115,434
Total	Total	142,268		137,556		423,306		445,382		Total		152,913		163,401
Operating costs and expenses:	Operating costs and expenses:									Operating costs and expenses:
Cost of materials and other	Cost of materials and other	60,692		72,594		205,877		262,713		Cost of materials and other		81,171		101,293
Operating expenses (excluding depreciation and amortization)	Operating expenses (excluding depreciation and amortization)	14,230		18,435		41,423		51,820		Operating expenses (excluding depreciation and amortization)		14,056		14,744
General and administrative expenses	General and administrative expenses	6,122		5,280		16,973		15,046		General and administrative expenses		4,860		6,130
Depreciation and amortization	Depreciation and amortization	9,459		6,588		24,452		19,801		Depreciation and amortization		10,739		6,299
Other operating income, net	Other operating income, net	—		(70)		(107)		(95)		Other operating income, net		(83)		(107)
Total operating costs and expenses	Total operating costs and expenses	90,503		102,827		288,618		349,285		Total operating costs and expenses		110,743		128,359
Operating income	Operating income	51,765		34,729		134,688		96,097		Operating income		42,170		35,042
Interest expense, net	Interest expense, net	10,360		12,509		32,854		35,164		Interest expense, net		9,737		11,824
Income from equity method investments	Income from equity method investments	(4,860)		(8,394)		(16,875)		(14,860)		Income from equity method investments		(4,049)		(5,553)
Other (income) expense, net		105		—		103		461
Other expense, net										Other expense, net		31		—
Total non-operating costs and expenses	Total non-operating costs and expenses	5,605		4,115		16,082		20,765		Total non-operating costs and expenses		5,719		6,271
Income before income tax expense	Income before income tax expense	46,160		30,614		118,606		75,332		Income before income tax expense		36,451		28,771
Income tax (benefit) expense		(168)		84		67		220
Income tax expense										Income tax expense		184		975

Net income attributable to partners	Net income attributable to partners	$	46,328	$	30,530	$	118,539	$	75,112	Net income attributable to partners		$	36,267	$	27,796
Comprehensive income attributable to partners	Comprehensive income attributable to partners	$	46,328	$	30,530	$	118,539	$	75,112	Comprehensive income attributable to partners		$	36,267	$	27,796
EBITDA(1)	EBITDA(1)	$	67,782	$	51,514	$	181,320	$	135,705	EBITDA(1)		$	58,730	$	48,697

Less: General partner's interest in net income, including incentive distribution rights	Less: General partner's interest in net income, including incentive distribution rights	—		8,895		18,724		24,244		Less: General partner's interest in net income, including incentive distribution rights		—		9,077
Limited partners' interest in net income	Limited partners' interest in net income	$	46,328	$	21,635	$	99,815	$	50,868	Limited partners' interest in net income		$	36,267	$	18,719

Net income per limited partner unit:	Net income per limited partner unit:									Net income per limited partner unit:
Common units - basic	Common units - basic	$	1.26	$	0.89	$	3.30	$	2.08	Common units - basic		$	0.83	$	0.76
Common units - diluted	Common units - diluted	$	1.26	$	0.89	$	3.30	$	2.08	Common units - diluted		$	0.83	$	0.76

Weighted average limited partner units outstanding:	Weighted average limited partner units outstanding:									Weighted average limited partner units outstanding:
Common units - basic	Common units - basic	36,889,761		24,417,285		30,290,051		24,411,308		Common units - basic		43,443,336		24,480,570
Common units - diluted	Common units - diluted	36,894,043		24,420,582		30,292,261		24,417,466		Common units - diluted		43,449,059		24,485,336

(1) For a definition of EBITDA, please see "Non-GAAP Measures" above.


3733 \|

Management's Discussion and Analysis

Non-GAAP Reconciliations

The following table provides a reconciliation of EBITDA and distributable cash flow to the most directly comparable U.S. GAAP measure, or net income and net cash from operating activities, respectively.

Reconciliation of net income to EBITDA (in thousands)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Net income	Net income	$	46,328	$	30,530	$	118,539	$	75,112	Net income		$	36,267	$	27,796
Add:	Add:									Add:
Income tax (benefit) expense		(168)		84		67		220
Income tax expense										Income tax expense		184		975
Depreciation and amortization	Depreciation and amortization	9,459		6,588		24,452		19,801		Depreciation and amortization		10,739		6,299
Amortization of customer contract intangible assets	Amortization of customer contract intangible assets	1,803		1,803		5,408		5,408		Amortization of customer contract intangible assets		1,803		1,803
Interest expense, net	Interest expense, net	10,360		12,509		32,854		35,164		Interest expense, net		9,737		11,824
EBITDA (1)	EBITDA (1)	$	67,782	$	51,514	$	181,320	$	135,705	EBITDA (1)		$	58,730	$	48,697

Reconciliation of net cash from operating activities to distributable cash flow (in thousands)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Net cash provided by operating activities	Net cash provided by operating activities	$	62,273	$	35,047	$	134,654	$	86,871	Net cash provided by operating activities		$	61,732	$	34,834
Changes in assets and liabilities	Changes in assets and liabilities	(2,458)		2,451		18,541		11,940		Changes in assets and liabilities		(10,863)		1,654
Distributions from equity method investments in investing activities	Distributions from equity method investments in investing activities	1,033		—		2,723		804		Distributions from equity method investments in investing activities		3,924		110
Non-cash lease expense	Non-cash lease expense	(1,596)		(1,145)		(2,236)		(2,554)		Non-cash lease expense		(2,018)		(274)
Maintenance and regulatory capital expenditures (2)	Maintenance and regulatory capital expenditures (2)	(27)		(3,728)		(760)		(5,515)		Maintenance and regulatory capital expenditures (2)		(515)		(857)
Reimbursement from Delek Holdings for capital expenditures (3)	Reimbursement from Delek Holdings for capital expenditures (3)	26		1,223		81		2,607		Reimbursement from Delek Holdings for capital expenditures (3)		359		39
Accretion of asset retirement obligations	Accretion of asset retirement obligations	(106)		(100)		(320)		(298)		Accretion of asset retirement obligations		(115)		(107)
Deferred income taxes	Deferred income taxes	(47)		(118)		(990)		(115)		Deferred income taxes		(65)		—
Other operating income, net	Other operating income, net	—		70		107		95		Other operating income, net		83		107
Distributable cash flow (1)	Distributable cash flow (1)	$	59,098	$	33,700	$	151,800	$	93,835	Distributable cash flow (1)		$	52,522	$	35,506


(1)			For a definition of EBITDA and distributable cash flow, please see "Non-GAAP Measures" above.
(2)			Maintenance and regulatory capital expenditures represent cash expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity. Examples of maintenance and regulatory capital expenditures are expenditures for the repair, refurbishment and replacement of pipelines and terminals, to maintain equipment reliability, integrity and safety and to address environmental laws and regulations.
(3)			For the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ Delek Holdings reimbursed us for certain capital expenditures pursuant to the terms of the Omnibus Agreement (as defined in Note 3 to our accompanying condensed consolidated financial statements).


3834 \|

Management's Discussion and Analysis

Results of Operations

Consolidated Results of Operations — Comparison of the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 compared to the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020

The table below presents a summary of our consolidated results of operations. The discussion immediately following presents the consolidated results of operations (in thousands):


Consolidated	Consolidated									Consolidated
		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Net Revenues:	Net Revenues:									Net Revenues:
Affiliates	Affiliates	$	95,410	$	66,647	$	289,739	191,530		Affiliates		$	96,194	106,699
Third-Party	Third-Party	46,858		70,909		133,567		253,852		Third-Party		56,719		56,702
Total Consolidated	Total Consolidated	142,268		137,556		423,306		445,382		Total Consolidated		152,913		163,401

Cost of materials and other	Cost of materials and other	60,692		72,594		205,877		262,713		Cost of materials and other		81,171		101,293
Operating expenses (excluding depreciation and amortization presented below)	Operating expenses (excluding depreciation and amortization presented below)	14,230		18,435		41,423		51,820		Operating expenses (excluding depreciation and amortization presented below)		14,056		14,744
Contribution margin	Contribution margin	67,346		46,527		176,006		130,849		Contribution margin		57,686		47,364

General and administrative expenses	General and administrative expenses	6,122		5,280		16,973		15,046		General and administrative expenses		4,860		6,130
Depreciation and amortization	Depreciation and amortization	9,459		6,588		24,452		19,801		Depreciation and amortization		10,739		6,299
Other operating income, net	Other operating income, net	—		(70)		(107)		(95)		Other operating income, net		(83)		(107)
Operating income	Operating income	$	51,765	$	34,729	$	134,688	$	96,097	Operating income		$	42,170	$	35,042

Net Revenues

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

Net revenues ~~increased~~decreased by ~~$4.7~~$10.5 million, or ~~3.4%~~6.4%, in the ~~third quarter of 2020~~three months ended March 31, 2021 compared to the ~~third quarter~~three months ended March 31, 2020, primarily driven by the following:

•decreases in the average volumes of ~~2019, primarily driven~~gasoline and diesel sold partially offset by increases in the average sales prices per gallon of gasoline and diesel sold in our West Texas marketing operations:

◦the volume of gasoline and diesel sold decreased by 13.9 million gallons and 9.2 million gallons, respectively.

◦the average sales prices per gallon of gasoline and diesel sold increased by $0.24 per gallon and $0.12 per gallon, respectively.

•decreases in throughputs due to the impact of the severe freezing conditions that affected most of the regions where we operate resulting in lower volumes outside of contractual minimum volume commitments during the three months ended March 31, 2021 when compared to the three months ended March 31, 2020.

•decreases in throughputs at the Paline pipeline due to scheduled pipeline maintenance.

Such decreases were partially offset by the following:

•increased revenues associated with agreements executed in connection with the Big Spring Gathering System and Delek Trucking acquisitions, which were effective March 31, 2020 and May 1, 2020, respectively. See Note 2 of the condensed consolidated financial statements in Item 1. Financial Statements, for additional ~~information~~information.

~~Such increases were partially offset by the following:~~

•~~decreases~~increased revenues at our Big Spring Refinery Crude Pipeline (the "BSR Crude Pipeline"), as a result of new contracts executed in the ~~average sales prices per gallon~~second quarter of ~~gasoline~~2020, during the three months ended March 31, 2021 when compared to the three months ended March 31, 2020.

Cost of Materials and ~~diesel, partially offset by increases in the average sales volume~~Other

Q1 2021 vs. Q1 2020

Cost of ~~diesel in our West Texas marketing operations.~~

◦~~the volume of diesel sold increased 1.8 million gallons, partially offset by a 0.1 million decrease of gasoline gallons sold.~~

◦~~the average sales prices per gallon of diesel~~materials and ~~gasoline sold decreased $0.76 per gallon and $0.60 per gallon, respectively.~~

~~YTD 2020 vs. YTD 2019~~

~~Net revenues~~other decreased by ~~$22.1~~$20.1 million, or ~~5.0%~~19.9%, in the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, primarily driven by the following:

•decreases in the average ~~sales prices per gallon and~~ volumes ~~of diesel gallon sold, partially offset by increases in the sales volume of gasoline in our West Texas marketing operations:~~

◦~~the volume of gasoline sold increased 14.3 million gallons, partially offset by a 9.7 million decrease of diesel gallons sold.~~

◦~~the average sales prices per gallon of gasoline and diesel sold decreased $0.51 per gallon and $0.71 per gallon, respectively.~~

~~Such decreases were partially offset by the following:~~

•increased revenues associated with agreements executed in connection with Big Spring Gathering System and Delek Trucking acquisitions, which were effective March 31, 2020 and May 1, 2020, respectively. See Note 2 of the condensed consolidated financial statements in Item 1. Financial Statements, for additional information.

•increased revenues at our El Dorado Gathering System and Magnolia Pipeline as result of increased throughput during the nine months ended September 30, 2020 when compared to the nine months ended September 30, 2019.


~~39 \|~~

~~Management's Discussion and Analysis~~

~~Cost of Materials and Other~~

~~Q3 2020 vs. Q3 2019~~

~~Cost of materials and other decreased by $11.9 million, or 16.4%, in the third quarter of 2020 compared to the third quarter of 2019, primarily driven by the following:~~

•~~decreases in the average cost per gallon~~ of gasoline and diesel sold, partially offset by increases in the ~~volume~~average cost per gallon of gasoline


35 \|

Management's Discussion and Analysis

and diesel sold in our West Texas marketing operations:

◦the ~~volume~~average volumes of gasoline and diesel sold ~~increased~~decreased by ~~1.8~~13.9 million gallons ~~partially offset by a 0.1~~and 9.2 million ~~increase in gasoline~~ gallons, ~~sold.~~respectively.

◦the average cost per gallon of gasoline and diesel sold ~~decreased $0.53~~increased by $0.27 per gallon and ~~$0.74 per gallon, respectively.~~

~~YTD 2020 vs. YTD 2019~~

~~Cost of materials and other decreased by $56.8 million, or 21.6%, in the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019, primarily driven by the following:~~

•decreases in the average volumes of diesel sold and average cost per gallon of gasoline and diesel sold, partially offset by increases in the average volumes of gasoline sold in our West Texas marketing operations:

◦~~the average volumes of gasoline sold increased 14.3 million gallons, partially offset by a 9.7 million decrease of diesel gallons sold.~~

◦~~the average cost per gallon of gasoline and diesel sold decreased $0.44 per gallon and $0.66~~$0.10 per gallon, respectively.

Operating Expenses

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

Operating expenses decreased by ~~$4.2~~$0.7 million, or ~~22.8%~~4.7%, in the ~~third quarter of 2020~~three months ended March 31, 2021 compared to the ~~third quarter of 2019,~~three months ended March 31, 2020, primarily driven by the following:

•decrease in employee and outside services costs due to measures implemented to respond to the COVID-19 ~~including delaying non-essential projects; and~~

•~~decrease in utilities and other variable expenses due to lower throughput.~~

~~YTD 2020 vs. YTD 2019~~

~~Operating expenses decreased by $10.4 million, or 20.1%, in the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019, primarily driven by the following:~~

•~~decrease in employee and outside services costs due to measures implemented to respond to COVID-19~~Pandemic including delaying non-essential projects;

•lower operating costs associated with allocated contract services pertaining to certain of our assets; ~~and~~

•decreases in variable expenses such as ~~utilities,~~ maintenance and materials costs due to lower ~~throughput.~~throughput; and

•partially offset by the increase in utility costs as a result of significantly higher energy costs during the February 2021 severe freezing conditions that affected most of the regions where we operate.

General and Administrative Expenses

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

General and administrative expenses ~~increased~~decreased by ~~$0.8~~$1.3 million, or ~~15.9%~~20.7%, in the ~~third quarter of 2020~~three months ended March 31, 2021 compared to the ~~third quarter of 2019,~~three months ended March 31, 2020, primarily driven by the following:

•~~increase~~decrease in legal and professional consulting fees due to fewer transactions undertaken by the ~~IDR Simplification transaction partially offset by reduction in expenses related to travel, training and other expenses.~~

~~YTD 2020 vs. YTD 2019~~

~~General and administrative expenses increased by $1.9 million, or 12.8%, in the nine months ended September 30, 2020~~Partnership compared to ~~the nine months ended September 30, 2019, primarily driven by the following:~~

• ~~increases in allocated employee headcount in various operational groups as the Partnership continues to experience growth;~~prior year; and

•~~increases~~decrease in ~~legal~~employee and ~~professional consulting fees~~outside services costs due to ~~various transactions undertaken by~~measures implemented to respond to the ~~Partnership.~~COVID-19 Pandemic.


~~40 \|~~

~~Management's Discussion and Analysis~~

Depreciation and Amortization

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

Depreciation and amortization increased by ~~$2.9~~$4.4 million, or ~~43.6%~~70.5%, in the ~~third quarter of 2020~~three months ended March 31, 2021 compared to the ~~third quarter of 2019, primarily driven by the following:~~

•~~addition of assets to our asset base as a result of the Trucking Assets Acquisition and Big Spring Gathering Assets Acquisition.~~

~~YTD 2020 vs. YTD 2019~~

~~Depreciation and amortization increased by $4.7 million, or 23.5%, in the nine~~three months ended ~~September 30,~~March 31, 2020, ~~compared to the nine months ended September 30, 2019,~~ primarily driven by the following:

•addition of assets to our asset base as a result of the Trucking Assets Acquisition and the Big Spring Gathering Assets Acquisition.

Interest Expense

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

~~Interest~~During the three months ended March 31, 2021 we incurred $9.7 million of interest expense, ~~decreased by~~compared to $11.8 million during the three months ended March 31, 2020, a decrease of $2.1 million, or ~~17.2%, in the third quarter of 2020 compared to the third quarter of 2019,~~17.7%. This decrease was primarily driven by the following:

•lower floating interest rates applicable to the DKL Credit Facility; and

•partially offset by increased borrowings under the DKL Credit Facility as a result of our Big Spring Gathering Assets Acquisition, the Trucking Assets Acquisition and the ~~Restructuring Transaction.~~

~~YTD 2020 vs. YTD 2019~~

~~Interest expense decreased by $2.3 million, or 6.6%, in the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 primarily driven by the following:~~

•~~lower floating interest rates applicable to the DKL Credit Facility;~~

•~~partially offset by increased borrowings under the DKL Credit Facility as a result of our Big Spring Gathering Assets Acquisition, the Trucking Assets Acquisition and the~~IDR Restructuring Transaction.

Results from Equity Method Investments

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

WeDuring the three months ended March 31, 2021 we recognized income of ~~$4.9~~$4.0 million from equity method investments, ~~during the third quarter of 2020~~ compared to ~~$8.4~~$5.6 million for the ~~third quarter of 2019,~~three months ended March 31, 2020, a decrease of ~~$3.5~~$1.5 million, or ~~42.1%~~27.1%. This decrease was primarily driven by the following:


36 \|

Management's Discussion and Analysis

•~~there were~~decrease in income from our equity method investments due to lower volumes atas the impact of the February 2021 severe freezing conditions was pervasive across all of our equity method investments' pipeline systems;

•our equity method investments includes our investment in the Red River Pipeline Joint Venture ~~during the quarter ended September 30, 2020 compared to the quarter ended September 30, 2019;~~ and

•~~there was lower demand by refineries at the Caddo Joint Venture during the quarter ended September 30, 2020 compared to September 30, 2019.~~

~~YTD 2020 vs. YTD 2019~~

During the nine months ended September 30, 2020, we recognized income of $16.9 million from equity method investments, compared to $14.9 million for the nine months ended September 30, 2019, an increase of $2.0 million, or 13.6%. This increase was primarily driven by the following:

•~~an increase in income from~~ our investments in Andeavor Logistics and CP LLC (as defined in Note 10 of the accompanying condensed consolidated financial statements), which operate the Rio Pipeline and the Caddo Pipeline System, ~~respectively, as a result of increased revenues for both pipeline systems; and~~respectively.

•~~this increase was partially offset by a decrease in income from the Red River Pipeline Joint Venture due to lower volumes.~~


4137 \|

Management's Discussion and Analysis

Operating Segments

We review operating results in two reportable segments: (i) pipelines and transportation and (ii) wholesale marketing and terminalling. Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each reportable segment based on the segment contribution margin. Segment reporting is discussed in more detail in Note 11 to our accompanying condensed consolidated financial statements.


Segment contribution margin =			Net revenues -			Cost of materials and other -			Operating expenses, excluding depreciation and amortization

Pipelines and Transportation Segment

Our pipelines and transportation segment assets provide crude oil gathering and crude oil, intermediate and refined products transportation and storage services to Delek Holdings and third parties. These assets include:

•the pipeline assets used to support Delek Holdings' El Dorado refinery (the "El Dorado Assets")

•the gathering system that supports transportation of crude oil to the El Dorado Refinery (the "El Dorado Gathering System")

•the Paline Pipeline System

•the East Texas Crude Logistics System

•the Tyler-Big Sandy Pipeline

•the El Dorado Tank Assets and El Dorado Rail Offloading Racks

•the Tyler Tank Assets and Tyler Crude Tank

•the Greenville-Mount Pleasant Pipeline and Greenville Storage Facility

•refined product pipeline capacity leased from Enterprise TE Products Pipeline Company ("Enterprise") that runs from El Dorado, Arkansas to our Memphis terminal and the Big Spring Pipeline

•pipelines and storage assets acquired in the Big Spring Logistic Assets Acquisition

•assets acquired in the Big Spring Gathering Assets Acquisition

•assets acquired in the Trucking Assets Acquisition

In addition to these operating systems, we own or lease ~~123~~264 tractors and ~~324~~353 trailers used to haul primarily crude oil and other products for related and third parties.

The following tables and discussion present the results of operations and certain operating statistics of the pipelines and transportation segment for the three ~~and nine~~ months ended ~~September 30, 2020 and 2019:~~

Pipelines and Transportation
Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Net Revenues:
Affiliates $ 68,444 $ 39,304 $ 168,285 $ 112,694
Third-Party 3,035 5,281 14,587 16,733
Total Pipelines and Transportation 71,479 44,585 182,872 129,427
Cost of materials and other 14,342 4,947 31,622 17,871
Operating expenses (excluding depreciation and amortization presented below) 10,749 12,547 31,936 36,109
Segment contribution margin $ 46,388 $ 27,091 $ 119,314 $ 75,447

Throughputs (average bpd)
Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
El Dorado Assets:
Crude pipelines (non-gathered) 78,244 49,477 76,750 43,446
Refined products pipelines to Enterprise Systems 55,740 43,518 55,315 32,242
El Dorado Gathering System 13,659 21,632 13,520 21,143
East Texas Crude Logistics System 22,591 25,391 15,705 21,045
Big Spring Gathering Assets (1)
90,719 — 85,845 —
Plains Connection System 104,314 — 96,961 —

~~(1)~~ ~~Throughputs for the Big Spring Gathering Assets are for approximately 180 days we owned the assets following the Big Spring Gathering Assets Acquisition effective~~ March 31, ~~2020.~~2021 and 2020:


Pipelines and Transportation
	Three Months Ended March 31,
		2021		2020
Net Revenues:
Affiliates		$	63,048	$	38,502
Third-Party		1,927		9,465
Total Pipelines and Transportation		64,975		47,967

Cost of materials and other		13,079		6,098
Operating expenses (excluding depreciation and amortization presented below)		10,172		11,456
Segment contribution margin		$	41,724	$	30,413


Throughputs (average bpd)
	Three Months Ended March 31,
		2021	2020










El Dorado Assets:
Crude pipelines (non-gathered)		44,118	55,471
Refined products pipelines to Enterprise Systems		26,349	54,106
El Dorado Gathering System		11,880	34,906
East Texas Crude Logistics System		26,075	14,174

Big Spring Gathering System		73,724	—
Plains Connection System		108,361	—


4238 \|

Management's Discussion and Analysis

Comparison of the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 compared to the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020

Net Revenues

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

Net revenues for the pipelines and transportation segment increased by ~~$26.9~~$17.0 million, or ~~60.3%~~35.5%, in the ~~third quarter of 2020~~three months ended March 31, 2021 compared to the ~~third quarter of 2019,~~three months ended March 31, 2020, primarily driven by the following:

•increased revenues associated with agreements executed in connection with the Big Spring Gathering Assets Acquisition and the Trucking Assets Acquisition, which were effective March 31, 2020 and May 1, 2020, respectively. See Note 2 of the condensed consolidated financial statements in Item 1. Financial Statements, for additional ~~information.~~

~~YTD 2020 vs. YTD 2019~~

Net revenues for the pipelines and transportation segment increased by $53.4 million, or 41.3%, in the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019, primarily driven by the following:

•increased revenues at our ~~El Dorado Assets and Magnolia~~BSR Crude Pipeline, as a result of ~~increased throughput~~new contracts executed in the second quarter of 2020, during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 when compared to the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020; and

•partially offset by, decreases in throughputs due to the impact of the severe freezing conditions that affected most of the regions where we operate resulting in lower volumes outside of contractual minimum volume commitments and decreases in throughputs at the Paline pipeline due to scheduled pipeline maintenance during the three months ended March 31, 2021 when compared to the three months ended March 31, 2020.

Cost of Materials and Other

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

Cost of materials and other for the pipelines and transportation segment increased ~~$9.4~~by $7.0 million, or ~~189.9%~~114.5%, in the ~~third quarter of 2020~~three months ended March 31, 2021 compared to the ~~third quarter of 2019,~~three months ended March 31, 2020, primarily driven by the following:

•increases in transportation costs related to our ~~trucking assets, including driver wages and benefits and fuel expenses proportionate to increase in fees, insurance, supplies and maintenance expenses.~~

~~YTD 2020 vs. YTD 2019~~

~~Cost of materials and other for the pipelines and transportation segment increased by $13.8 million, or 76.9%, in the nine months ended September 30, 2020 compared~~Trucking Assets due to the ~~nine months ended September 30, 2019, primarily driven by the following:~~Trucking Asset Acquisition which was effective May 1, 2020; and

•increases in ~~transportation costs related to our trucking assets, including~~ driver wages and benefits and fuel expense proportionate to ~~increase~~increases in fees, insurance, supplies and maintenance expenses.

Operating Expenses

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

Operating expenses for the pipelines and transportation segment decreased by ~~$1.8~~$1.3 million, or ~~14.3%~~11.2%, in the ~~third quarter of 2020~~three months ended March 31, 2021 compared to the ~~third quarter of 2019,~~three months ended March 31, 2020, primarily driven by the following:

•~~decrease~~decreases in employee and outside services costs due to measures implemented to respond to the COVID-19 Pandemic including delaying non-essential projects; and

•~~decrease in utilities and other variable expenses due to lower throughputs.~~

~~YTD 2020 vs. YTD 2019~~

Operating expenses for the pipelines and transportation segment decreased $4.2 million, or 11.6%, in the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019, primarily drivenpartially offset by the ~~following:~~

•~~decrease~~increase in ~~employee and outside services~~utility costs ~~due to measures implemented to respond to COVID-19 including delaying non-essential projects; and~~as a result of significantly higher energy costs during the February 2021 severe freezing conditions that affected most of the regions where we operate.

•~~decrease in utilities and other variable expenses due to lower throughputs.~~


~~43 \|~~

~~Management's Discussion and Analysis~~

Contribution Margin

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

Contribution margin for the pipelines and transportation segment increased by ~~$19.3~~$11.3 million, or ~~71.2%~~37.2%, in the ~~third quarter of 2020~~three months ended March 31, 2021 compared to the ~~third quarter of 2019,~~three months ended March 31, 2020, primarily driven by the following:

•increases in revenues associated with agreements executed in connection with the Big Spring Gathering Assets Acquisition, ~~and~~ the Trucking Assets ~~Acquisition;~~Acquisition and the BSR Crude Pipeline;

•decreases in operating ~~expenses.~~expenses; and

~~YTD 2020 vs. YTD 2019~~

Contribution margin for the pipelines and transportation segment increased by $43.9 million, or 58.1%, in the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019, primarily driven by the following:

•~~increases~~partially offset by the increase in ~~revenues associated with agreements executed~~cost of materials and other in connection with the ~~Big Spring Gathering Assets Acquisition and the~~ Trucking Assets ~~Acquisition, Magnolia Pipeline, and El Dorado Assets; and~~

•~~decreases in operating expenses.~~Acquisition.


4439 \|

Management's Discussion and Analysis

Wholesale Marketing and Terminalling Segment

We use our wholesale marketing and terminalling assets to generate revenue by providing wholesale marketing and terminalling services to Delek Holdings' refining operations and to independent third parties.

The tables and discussion below present the results of operations and certain operating statistics of the wholesale marketing and terminalling segment for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~:


Wholesale Marketing and Terminalling	Wholesale Marketing and Terminalling									Wholesale Marketing and Terminalling
		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Net Revenues:	Net Revenues:									Net Revenues:
Affiliates	Affiliates	$	26,966	$	27,343	$	121,454	$	78,836	Affiliates		$	33,146	$	68,197
Third-Party	Third-Party	43,823		65,628		118,980		237,119		Third-Party		54,792		47,237
Total Wholesale Marketing and Terminalling	Total Wholesale Marketing and Terminalling	70,789		92,971		240,434		315,955		Total Wholesale Marketing and Terminalling		87,938		115,434

Cost of materials and other	Cost of materials and other	46,350		67,647		174,255		244,842		Cost of materials and other		68,092		95,195
Operating expenses (excluding depreciation and amortization presented below)	Operating expenses (excluding depreciation and amortization presented below)	3,481		5,888		9,487		15,711		Operating expenses (excluding depreciation and amortization presented below)		3,884		3,288
Segment contribution margin	Segment contribution margin	$	20,958	$	19,436	$	56,692	$	55,402	Segment contribution margin		$	15,962	$	16,951

Operating Information
Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
East Texas - Tyler Refinery sales volumes (average bpd) (1)
73,417 83,953 70,376 74,607
Big Spring marketing throughputs (average bpd) 78,659 80,203 73,701 83,608
West Texas marketing throughputs (average bpd) 9,948 9,535 11,718 11,446
West Texas gross margin per barrel $ 3.42 $ 4.82 $ 2.37 $ 4.83
Terminalling throughputs (average bpd) (2)
160,843 170,727 145,240 160,621


Operating Information
	Three Months Ended March 31,
		2021		2020









East Texas - Tyler Refinery sales volumes (average bpd) (1)		71,963		72,650
Big Spring marketing throughputs (average bpd)		72,927		66,386
West Texas marketing throughputs (average bpd)		10,138		16,081
West Texas gross margin per barrel		$	3.42	$	2.70



Terminalling throughputs (average bpd) (2)		144,539		135,329


(1)			Excludes jet fuel and petroleum coke.
(2)			Consists of terminalling throughputs at our Tyler, Big Spring, Big Sandy and Mount Pleasant, Texas, El Dorado and North Little Rock, Arkansas and Memphis and Nashville, Tennessee terminals.

Comparison of the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 compared to the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020

Net Revenues

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

Net revenues for the wholesale marketing and terminalling segment decreased by ~~$22.2~~$27.5 million, or ~~23.9%~~23.8%, in the ~~third quarter of 2020~~three months ended March 31, 2021 compared to the ~~third quarter of 2019,~~three months ended March 31, 2020, primarily driven by the following:

•decreases in the average ~~sales prices per gallon~~volumes of gasoline and diesel sold, partially offset by increases in the ~~volumes~~average sales prices per gallon of gasoline and diesel sold in our West Texas marketing ~~operations.~~operations:

◦the volume of gasoline and diesel sold ~~increased~~decreased by ~~1.8~~13.9 million gallons ~~partially offset by a 0.1~~and 9.2 million ~~decrease of gasoline~~ gallons, ~~sold; and~~respectively.

◦the average sales prices per gallon of gasoline and diesel sold ~~decreased $0.60~~increased by $0.24 per gallon and ~~$0.76 per gallon, respectively.~~

~~YTD 2020 vs. YTD 2019~~

Net revenues for the wholesale marketing and terminalling segment decreased by $75.5 million, or 23.9%, in the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019, primarily driven by the following:

•decreases in the volume of diesel sold and in the average sales prices per gallon of gasoline and diesel, partially offset by increase in the volume gasoline sold in our West Texas marketing operations.

◦~~the volume of gasoline sold increased 14.3 million gallons partially offset by decrease of 9.7 million gallons in diesel sold; and~~

◦~~the average sales prices per gallon of gasoline and diesel sold decreased $0.51 per gallon and $0.71~~$0.12 per gallon, respectively.


4540 \|

Management's Discussion and Analysis

The following charts show summaries of the average sales prices per gallon of gasoline and diesel and refined products volume impacting our West Texas operations.

Cost of Materials and Other

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

~~Cost of materials and other for our wholesale marketing and terminalling segmentdecreased by $21.3 million, or 31.5%, in the third quarter of 2020 compared to the third quarter of 2019, primarily driven by the following:~~

•~~decreases in the average cost per gallon of gasoline and diesel sold, partially offset by increases in the volumes sold in our West Texas marketing operations.~~

◦~~the volume of diesel sold increased 1.8 million gallons, partially offset by a 0.1 million decrease of gasoline gallons sold; and~~

◦~~the average cost per gallon of gasoline and diesel sold decreased $0.53 per gallon and $0.74 per gallon, respectively.~~

~~YTD 2020 vs. YTD 2019~~

Cost of materials and other for our wholesale marketing and terminalling segment decreased by ~~$70.6~~$27.1 million, or ~~28.8%~~28.5%, in the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, primarily driven by the following:

•decreases in the ~~volume~~average volumes of gasoline and diesel sold, ~~and~~partially offset by increases in the average cost per gallon of gasoline and diesel sold ~~partially offset by increase in the volume of gasoline sold~~ in our West Texas marketing ~~operations.~~operations:

◦the ~~volume~~average volumes of gasoline and diesel sold ~~increased 14.3~~decreased by 13.9 million gallons ~~partially offset by decrease of 9.7~~and 9.2 million gallons, ~~in diesel sold; and~~respectively.


~~46 \|~~

~~Management's Discussion and Analysis~~

◦the average cost per gallon of gasoline and diesel sold ~~decreased $0.44~~increased by $0.27 per gallon and ~~$0.66~~$0.10 per gallon, respectively.

The following chart shows a summary of the average prices per gallon of gasoline and diesel sold in our West Texas operations for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020. Refer to the Refined Products Volume chart above for a summary of volumes impacting our West Texas operations.


41 \|

Management's Discussion and Analysis

Operating Expenses

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

Operating expenses ~~decreased~~increased by ~~$2.4~~$0.6 million, or ~~40.9%~~18.1%, in the ~~in the third quarter of 2020~~three months ended March 31, 2021 compared to the ~~third quarter of 2019,~~three months ended March 31, 2020, primarily driven by the following:

•increase in utility costs as a result of significantly higher energy costs during the February 2021 severe freezing conditions that affected most of the regions where we operate; and

•this increase partially offset by lower operating costs associated with allocated contract services pertaining to certain of our ~~assets; and~~

•~~decreases in variable expenses such as utilities, maintenance and material costs.~~

~~YTD 2020 vs. YTD 2019~~

~~Operating expenses decreased by $6.2 million, or 39.6%, in the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019, primarily driven by the following:~~

•~~lower operating costs associated with allocated contract services pertaining to certain of our assets; and~~

•~~decreases in variable expenses such as utilities, maintenance and materials costs.~~assets.

Contribution Margin

Q3Q1 2021 vs. Q1 2020 ~~vs. Q3 2019~~

~~Contribution~~•The decrease of $1.0 million, or 5.8%, in contribution margin for the ~~wholesale marketing and terminalling segment increased by $1.5 million, or 7.8%, in the third quarter of 2020~~three months ended March 31, 2021 compared to the ~~third quarter of 2019, primarily driven by the following:~~

•three months ended March 31, 2020 was due to decreases in revenue netted off with decreases in cost of materials and other ~~due to decreases in average cost per gallon of diesel~~ and ~~gasoline sold~~operating expenses as described above.

~~Such decreases were offset by;~~

•~~decreases in revenue due to decreases in average price per gallon of diesel and gasoline as described above.~~

~~YTD 2020 vs. YTD 2019~~

The increase of $1.3 million, or 2.3%, in contribution margin for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 was due to decreases in cost of materials and other netted off with decreases in revenue as described above.


4742 \|

Management's Discussion and Analysis

Liquidity and Capital Resources

We consider the following when assessing our liquidity and capital resources:


(i) cash generated from operations;			(iii) potential issuance of additional equity; and
(ii) borrowings under our revolving credit facility;			(iv) potential issuance of additional debt securities.

At ~~September 30, 2020~~March 31, 2021 our total liquidity amounted to ~~$95.3~~$125.9 million, comprised of ~~$89.3~~$112.5 million in unused credit commitments under the DKL Credit Facility and ~~$6.0~~$13.4 million in cash and cash equivalents. We have the ability to increase the DKL Credit Facility to $1.0 billion subject to receiving increased or new commitments from lenders and meeting certain requirements under the credit facility. Historically, we have generated adequate cash from operations to fund ongoing working capital requirements, pay ~~minimum~~ quarterly cash distributions and operational capital expenditures, and we expect the same ~~trend~~ to continue in the foreseeable future. Other funding sources, including the issuance of additional debt securities, have been utilized to fund growth capital projects such as dropdowns. In addition, we have historically been able to source funding at rates that reflect market conditions, our financial position and our credit ratings. We continue to monitor market conditions, our financial position and our credit ratings and expect future funding sources to be at rates that are sustainable and profitable for the Partnership. However, there can be no assurances regarding the availability of any future financings or additional credit facilities or whether such financings or additional credit facilities can be made available on terms that are acceptable to us.

We believe we have sufficient financial resources from the above sources to meet our funding requirements in the next 12 months, including working capital requirements, ~~minimum~~ quarterly cash distributions and capital expenditures. Nevertheless, our ability to satisfy working capital requirements, to service our debt obligations, to fund planned capital expenditures, or to pay distributions will depend upon future operating performance, which will be affected by prevailing economic conditions in the oil industry and other financial and business factors, including the current COVID-19 Pandemic and crude oil prices, some of which are beyond our control.

Our largest customer is Delek Holdings, a related party, with whom we have various commercial agreements. Delek Holdings has initiated several steps as part of a strategic plan to navigate the current volatile markets and preserve or enhance its liquidity, including re-negotiating and extending financing arrangements, temporary suspension of growth and non-essential projects, reductions in capital and operating expenditures, divesting of non-strategic and underperforming assets, suspension of its stock repurchases and dividends, and exploring other potential financing opportunities. We believe such actions will allow Delek Holdings to continue to honor its commercial agreements with us. In addition, we eliminated the IDRs which helped lower our cost of capital and preserve our liquidity.

We continuously review our liquidity and capital resources. If market conditions were to change, for instance due to ~~the~~a significant decline in crude oil prices or uncertainty created by the COVID-19 Pandemic, and our revenue was reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be reduced. Additionally, it could cause the rating agencies to lower our credit ratings. There are no ratings triggers that would accelerate the maturity of any borrowings under our debt agreements. Management continues to actively respond to the impact of the COVID-19 Pandemic to enhance our liquidity position. Such actions include reducing planned capital expenditures for ~~2020,~~2021, seeking alternative financing solutions and enacting cost reduction measures. Refer to the Business Overview section of this MD&A for a complete discussion of the uncertainties identified by management and the actions taken to respond to the COVID-19 Pandemic.

We believe we were in compliance with the covenants in all our debt facilities as of ~~September 30, 2020.~~March 31, 2021. After considering the current and potential effect of the significant decline in oil prices and uncertainty created by the COVID-19 Pandemic on our operations, we currently expect to remain in compliance with our debt covenants. See Note 7 to our accompanying condensed consolidated financial statements for a complete discussion of our third-party indebtedness.

Cash Distributions

On ~~October 27, 2020, we announced that the~~April 29, 2021, our board of directors ~~had~~ declared a distribution of ~~$0.905~~$0.920 per common unit (the "Distribution"), which equates to ~~$39.3~~approximately $40.0 million per quarter, based on the number of common units expected to be outstanding as of ~~November 6, 2020.~~May 10, 2021. The Distribution is expected to be paid on ~~November 12, 2020~~May 14, 2021 to common unitholders of record on ~~November 6, 2020~~May 10, 2021 and represents a ~~2.8%~~3.4% increase over the ~~third~~first quarter ~~2019~~2020 distribution. We have set a range for distribution growth guidance of $0.005 - $0.015 per unit each quarter for ~~2020.~~2021. This increase in the distribution is consistent with our intent to maintain an attractive distribution growth profile over the long term. Although our Partnership Agreement requires that we distribute all of our available cash each quarter, we do not otherwise have a legal obligation to distribute any particular amount per common unit.


43 \|

Management's Discussion and Analysis

The table below summarizes the quarterly distributions related to our quarterly financial results:


Quarter Ended	Quarter Ended	Total Quarterly Distribution Per Limited Partner Unit		Total Quarterly Distribution Per Limited Partner Unit, Annualized		Total Cash Distribution, including general partner interest and IDRs (in thousands)		Date of Distribution	Unitholders Record Date	Quarter Ended	Total Quarterly Distribution Per Limited Partner Unit		Total Quarterly Distribution Per Limited Partner Unit, Annualized		Total Cash Distribution, including general partner interest and IDRs (in thousands)		Date of Distribution	Unitholders Record Date

September 30, 2019		$	0.880	$	3.52	$	30,379	November 12, 2019	November 4, 2019
December 31, 2019		$	0.885	$	3.54	$	30,634	February 12, 2020	February 4, 2020
March 31, 2020	March 31, 2020	$	0.890	$	3.56	$	30,878	May 12, 2020	May 5, 2020	March 31, 2020	$	0.890	$	3.56	$	30,878	May 12, 2020	May 5, 2020
June 30, 2020	June 30, 2020	$	0.900	$	3.60	$	35,969	August 12, 2020	August 7, 2020	June 30, 2020	$	0.900	$	3.60	$	35,969	August 12, 2020	August 7, 2020
September 30, 2020	September 30, 2020	$	0.905	$	3.62	$	39,308	November 12, 2020 (1)	November 6, 2020	September 30, 2020	$	0.905	$	3.62	$	39,308	November 12, 2020	November 6, 2020
December 31, 2020										December 31, 2020	$	0.910	$	3.64	$	39,533	February 9, 2021	February 2, 2021
March 31, 2021										March 31, 2021	$	0.920	$	3.68	$	39,968	May 14, 2021 (1)	May 10, 2021

(1)Expected date of distribution.


~~48 \|~~

~~Management's Discussion and Analysis~~

Cash Flows

The following table sets forth a summary of our consolidated cash flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (in thousands):


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Net cash provided by operating activities	Net cash provided by operating activities	$	134,654	$	86,871	Net cash provided by operating activities	$	61,732	$	34,834
Net cash used in investing activities	Net cash used in investing activities	(116,419)		(141,377)		Net cash used in investing activities	(3,965)		(112,176)
Net cash (used in) provided by financing activities	Net cash (used in) provided by financing activities	(17,756)		56,337		Net cash (used in) provided by financing activities	(48,633)		75,973
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	$	479	$	1,831	Net increase in cash and cash equivalents	$	9,134	$	(1,369)

Operating Activities

Net cash provided by operating activities was ~~$134.7~~$61.7 million for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to ~~$86.9~~$34.8 million for the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, resulting in a ~~$47.8~~$26.9 million increase in net cash provided by operating activities. The cash receipts from customer activities decreased by ~~$28.1~~$8.0 million and cash payments to suppliers and for allocations from Delek Holdings for salaries decreased by ~~$65.4~~$34.1 million. In addition, cash dividends received from equity method investments ~~increased~~decreased by ~~$8.4~~$1.2 million and cash paid for debt interest decreased by ~~$2.1~~$2.0 million.

Investing Activities

Net cash used in investing activities decreased by ~~$25.0~~$108.2 million during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. The decrease in cash used in investing activities was primarily due to lower contributions to equity method investments and no acquisitions during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to the ~~nine~~three months ended ~~September 30, 2019 partially offset by the acquisition of the Big Spring Gathering Assets and Trucking Assets during the nine months ended September 30,~~March 31, 2020. We disbursed ~~$11.8~~$1.4 million in additional contributions to our equity method investments during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to ~~$137.4~~$8.2 million during the ~~nine~~three months ended ~~September 30, 2019.The~~March 31, 2020.The Big Spring Gathering Assets Acquisition, effective on March 31, 2020, was partially financed with cash from drawdown of the DKL Credit Facility amounting to $100.0 million ~~and the Trucking Assets Acquisition was financed with cash from drawdown of the DKL Credit Facility amounting to $48.0 million of~~ which ~~$0.5 million~~ was recorded asin investing ~~activity with $47.6 million recorded in financing activities as a distribution to Delek and GP unitholders pursuant to the asset acquisitions under common control guidance.~~activities. Transaction costs paid amounting to $1.0 million were capitalized for the Big Spring Gathering Assets ~~Acquisition and the Trucking Assets~~ Acquisition. There was no asset acquisition during the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2021. In addition there were additions to property, plant and equipment amounting to ~~$6.9~~$6.1 million and distributions from equity method investments amounting ~~$2.7~~$3.9 million during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to additions to property, plant and equipment amounting to ~~$5.0~~$4.2 million and distributions from equity method investments amounting to ~~$0.8~~$0.1 million during the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020.

Financing Activities

Net cash provided by financing activities decreased ~~$74.1~~$124.6 million during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. The decrease in cash provided by financing activities was primarily due to the $47.6 million excess of purchase consideration over the carrying amount of the assets acquired in the Trucking Assets Acquisition treated as a distribution to Delek and GP unitholders pursuant to the asset acquisitions under common control guidance and $45 million paid to the general partner in the IDR Restructuring Transaction to eliminate the general partners' IDRs, convert the general partners economic interest to non-economic interest and issue 14 million common limited units. This was partially offset by the increasedecrease in net proceeds under the revolving credit facility (defined below). We ~~received net proceeds of $172.3~~repaid $9.1 million under the revolving credit facility during the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to net proceeds of ~~$139.6~~$106.6 million under the revolving credit facility during the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. In addition, we paid quarterly cash distributions totaling ~~$97.5~~$39.5 million during the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to quarterly cash distributions totaling ~~$83.3~~$30.6 million during the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020.


44 \|

Management's Discussion and Analysis

The sources of cash during the ~~nine~~three months ended ~~September 30,~~March 31, 2020 primarily consisted of the $100.0 million drawdown under the DKL Credit Facility to part-finance the Big Spring Gathering Assets ~~Acquisition and $48.0 million drawdown to finance the Trucking Asset~~ Acquisition. The Big Spring Gathering Assets Acquisition was also financed by the issuance of 5.0 million units to Delek US Energy, Inc. (a wholly owned subsidiary of Delek ~~US Holdings, Inc.)~~Holdings).


~~49 \|~~

~~Management's Discussion and Analysis~~

Debt Overview

As of ~~September 30, 2020,~~March 31, 2021, we had total indebtedness of ~~$1,006.1~~$983.4 million comprised of ~~$760.7~~$737.5 million under the amended and restated senior secured revolving agreement (the "DKL Credit Facility") and ~~$245.4~~$245.9 million of 6.75% senior notes due 2025 (the “2025 Notes”), the latter net of deferred financing costs and original issue discount. Deferred financing costs and original issue discount on the 2025 Notes amounted to ~~$3.5~~$3.1 million and ~~$1.1~~$1.0 million, respectively. The ~~increase~~decrease of ~~$173.0~~$8.9 million in our long-term debt balance compared to the balance at December 31, ~~2019~~2020 resulted from the ~~borrowings~~payments under the DKL Credit Facility during the ~~nine~~three months ended ~~September 30, 2020 to finance the Big Spring Gathering Assets Acquisition, the Trucking Assets Acquisition, the IDR restructuring and~~March 31, 2021 partially offset by amortization of the deferred financing costs and original issuance discount under our 2025 Notes. As of ~~September 30, 2020,~~March 31, 2021, our total indebtedness consisted of:

•An aggregate principal amount of ~~$760.7~~$737.5 million under the ~~Delek Logistics~~DKL Credit Facility ("revolving credit facility"), due on September 28, 2023, with an average borrowing rate of ~~2.69%~~2.45%.

•An aggregate principal amount of ~~$245.4~~$245.9 million, under the ~~Delek Logistics~~2025 Notes (6.75% senior notes), due in 2025, with an effective interest rate of ~~7.22%~~7.25%.

We believe we were in compliance with the covenants in all our debt facilities as of ~~September 30, 2020.~~March 31, 2021. See Note 7 to our accompanying condensed consolidated financial statements for a complete discussion of our third-party indebtedness.

Agreements Governing Certain Indebtedness of Delek Holdings

Although we are not contractually bound by and are not liable for Delek Holdings' debt under its credit arrangements, we are indirectly affected by certain prohibitions and limitations contained therein. Specifically, certain of Delek Holdings' credit arrangements require that Delek Holdings meet certain minimum covenant levels for (i) consolidated shareholders’ equity and (ii) a ratio of consolidated shareholders' equity to adjusted total assets. Delek Holdings, due to its majority ownership and control of our general partner, has the ability to prevent us from taking actions that would cause Delek Holdings to violate these and any other covenants in its credit arrangements or otherwise be in default under any of its credit arrangements. As a result we cannot assure you that such covenants will not impact our ability to use the full capacity under our revolving credit facility in the future. Delek Holdings' level of indebtedness, the terms of its borrowings and any future credit ratings could adversely affect our ability to grow our business, our ability to make cash distributions to our unitholders and our credit profile. Our current and future credit ratings may also be affected by Delek Holdings' level of indebtedness, financial performance and credit ratings.

Equity Units Overview

On August 13, 2020, we closed the IDR ~~Restruction~~Restructuring Transaction. To effect this transaction, our partnership agreement was amended and ~~updated.~~restated. See Note 3 to our accompanying condensed consolidated financial statements for additional details.

In August 2020, we filed a shelf registration statement, which subsequently became effective, with the ~~U.S. Securities and Exchange Commission~~SEC for the proposed re-sale or disposition from time to time by Delek Holdings of up to 14.0 million common limited partner units representing limited partner interests in the Partnership. We will not sell any securities under this shelf registration statement and we will not receive any proceeds from the sale of the securities by Delek Holdings.

On March 31, 2020, we issued 5.0 million units to Delek Holdings as part of the consideration for the Big Spring Gathering Assets Acquisition. In connection with the issuance of these units and in accordance with the Partnership Agreement, we issued additional general partner units in an amount necessary to maintain the 2% general partner interest as defined in the Partnership Agreement.

Contemporaneous with the above issuance, the Board of the general partner waived 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 ("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 Additional Units. An additional waiver letter was signed that waived all of the distributions for the first quarter of 2020 on the Additional Units with respect to base distributions and the IDRs. The IDR Restructuring Transaction on August 13, 2020 permanently eliminated all of the IDRs. See Note 3 to our accompanying condensed consolidated financial statements for additional details.


5045 \|

Management's Discussion and Analysis

Capital Spending

A key component of our long-term strategy is our capital expenditure program. The following table summarizes our actual capital expenditures for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 and planned capital expenditures for the full year ~~2020~~2021 by segment and by major category (in thousands):


		Full Year 2020 Forecast		Nine Months Ended September 30, 2020			Full Year 2021 Forecast		Three Months Ended March 31, 2021
Pipelines and Transportation	Pipelines and Transportation					Pipelines and Transportation
Regulatory (2)	Regulatory (2)	$	918	$	318	Regulatory (2)	$	4,839	$	443
Maintenance (1) (2)		1,531		149
Discretionary projects (2) (5)		11,124		2,957
Maintenance (1)						Maintenance (1)	2,221		34
Discretionary projects (2)						Discretionary projects (2)	9,670		5,368
Pipelines and transportation segment total	Pipelines and transportation segment total	$	13,573	$	3,424	Pipelines and transportation segment total	$	16,730	$	5,845

Wholesale Marketing and Terminalling	Wholesale Marketing and Terminalling					Wholesale Marketing and Terminalling
Regulatory (3)	Regulatory (3)	$	1,311	$	1,085	Regulatory (3)	$	3,559	$	37
Maintenance (1) (3)		758		395
Maintenance (1)						Maintenance (1)	2,480		2
Discretionary (3)	Discretionary (3)	5,409		2,014		Discretionary (3)	5,026		1,915
Wholesale marketing and terminalling segment total	Wholesale marketing and terminalling segment total	$	7,478	$	3,494	Wholesale marketing and terminalling segment total	$	11,065	$	1,954

Total capital spending ~~(4)~~	Total capital spending ~~(4)~~	$	21,051	$	6,918	Total capital spending ~~(4)~~	$	27,795	$	7,799

(1)Maintenance capital expenditures represent cash expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity. Examples of maintenance capital expenditures are expenditures for the repair, refurbishment and replacement of pipelines, tanks and terminals, to maintain equipment reliability, integrity and safety and to address environmental laws and regulations. Delek Holdings has agreed to reimburse us with respect to certain assets it has transferred to us pursuant to the terms of the Omnibus Agreement (as defined in Note 3 to our accompanying condensed consolidated financial statements).

(2)The majority of the ~~$0.9 million and $11.1~~$4.8 million budgeted for ~~maintenance~~regulatory projects in the pipelines and transportation segment is expected to be spent on certain of our pipelines to maintain their operational integrity. The majority of the $9.7 million for discretionary projects in the pipelines and transportation segment is expected to be spent on scheduled maintenance and improvements to certain of our tanks and ~~pipelines~~development of our DPG assets. These expenditures have historically been and ~~developments~~will continue to the Big Spring Gathering Assets, respectively. Effective March 31, 2020 and May 1, 2020, the pipelines and transportation segments includes the Big Spring Gathering Assets acquired in the Big Spring Gathering Assets Acquisition and Trucking Assets acquired in the Trucking Assets Acquisition, respectively. See Note 2 to our accompanying condensed consolidated financial statements for further information.be financed through cash generated from operations.

(3)The majority of the ~~$0.8~~$3.6 million and~~$5.4~~ $5.0 million budgeted for ~~maintenance~~regulatory and discretionary projects in the wholesale marketing and terminalling segment relates to scheduled maintenance and improvements on our terminalling tanks and ~~improvements to~~racks at certain of our ~~terminalling facilities~~terminals. These expenditures have historically been and ~~developments on the Big Spring Refinery~~will continue to ~~Magellan Pipeline, respectively.~~

~~(4)~~Capital spending excludes transaction costs capitalized in the amount of $0.3 million and $0.7 million that relate to the Trucking Assets Acquisition and the Big Spring Gathering Assets Acquisition, respectively.

~~(5)~~ ~~Excludes rights-of-way spending of a nominal amount.~~be financed through cash generated from operations.

The amount of our capital expenditure budget is subject to change due to unanticipated increases in the cost, scope and completion time for our capital projects. For example, we may experience increases in the cost of and/or timing to obtain necessary equipment required for our continued compliance with government regulations or to complete improvement projects. Additionally, the scope and cost of employee or contractor labor expense related to installation of that equipment could increase from our projections. Projects that are not essential to maintaining the current operations have been suspended and are expected to resume in 2021. We continue to evaluate the adverse effects of the COVID-19 Pandemic, and may further revise our forecast as a result of changing circumstances.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements through the date of the filing of this Quarterly Report on Form 10-Q.


5146 \|

Management's Discussion and Analysis

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Impact of Changing Prices

Our revenues and cash flows, as well as estimates of future cash flows, are sensitive to changes in commodity prices. Shifts in the cost of crude oil, the prices of refined products and the cost of ethanol can generate changes in the operating margin in our wholesale marketing and terminalling segment.

Interest Rate Risk

Debt that we incur under the DKL Credit Facility bears interest at floating rates and will expose us to interest rate risk. The annualized impact of a hypothetical one percent change in interest rates on our floating rate debt outstanding as of ~~September 30, 2020~~March 31, 2021 would be to change interest expense by approximately ~~$7.6~~$7.4 million.

LIBOR Transition

LIBOR is a commonly used indicative measure of the average interest rate at which major global banks could borrow from one another. The United ~~Kingdom's~~Kingdom’s Financial Conduct Authority, which regulates LIBOR, has publicly announced that it intends to discontinue the reporting of certain LIBOR rates after ~~2021.~~2021, with a complete cessation for all USD LIBOR rates after June 2023. Certain of our agreements use LIBOR as a ~~"benchmark"~~“benchmark” or ~~"reference rate"~~“reference rate” for various terms. Some agreements contain an existing LIBOR alternative. Where there is not an alternative, we expect to replace the LIBOR benchmark with an alternative reference rate. While we do not expect the transition to an alternative rate to have a significant impact on our business or operations, it is possible that the move away from LIBOR could materially impact our borrowing costs on our variable rate indebtedness.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that the information that we are required to disclose in reports we file under the ~~Securities~~ Exchange Act ~~of 1934, as amended (the "Exchange Act")~~ is accumulated and appropriately communicated to management. We carried out an evaluation required by Rule 13a-15(b) of the Exchange Act, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the reporting period. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the reporting period.

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the ~~third~~first quarter of ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Although most of our corporate employees have shifted to a remote working environment due to the COVID-19 Pandemic, we have not experienced a material impact to our internal control over financial reporting. We are continually monitoring and assessing the COVID-19 Pandemic to minimize the impact on the design and operating effectiveness of our internal controls.


5247 \|

~~Legal Proceedings and Risk Factors~~Other Information

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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 business, financial condition or results of operations. See Note 13 to our accompanying condensed consolidated financial statements, which is incorporated by reference in this Item 1, for additional information.

ITEM 1A. RISK FACTORS

There were no material changes during the ~~third~~first quarter of ~~2020~~2021 to the risk factors identified in the Partnership’s fiscal ~~2019~~2020 Annual Report on Form ~~10-K, except as noted below.~~

The ongoing COVID-19 Pandemic and certain developments in the global oil markets have had, and may continue to have, an adverse impact on our business, our future results of operations and our overall financial performance.

The COVID-19 Pandemic could materially adversely affect our business and operations during 2020 and possibly beyond. In early 2020, global health care systems and economies began to experience strain from the spread of the COVID-19 coronavirus. As the virus spread, global economic activity began to slow and future economic activity was forecast to slow with a resulting forecast of a decline in oil and gas demand. The global COVID-19 Pandemic has resulted in a dramatic reduction in airline flights and has reduced the number of cars on the road. Governmental actions in response to the COVID-19 Pandemic have resulted in significant business and economic disruptions in the markets we serve, including business closures, supply chain disruptions, travel restrictions, stay-at-home orders, and limitations on the availability and effectiveness of the workforce. These impacts have negatively impacted and will likely continue to negatively impact worldwide economic and commercial activity, financial markets, and demand for and prices of oil and gas products for the foreseeable future. These impacts may also precipitate a prolonged economic slowdown and recession.

In response to the decline in demand, OPEC participating countries have agreed to adjust downwards their overall production of crude oil through April 30, 2022, with the agreement to be reassessed in December 2020. However, uncertainty about the duration of the COVID-19 Pandemic and its effect on economic activity has continued to place downward pressure on commodity prices.

Global economic growth drives demand for energy from all sources, including fossil fuels. Should the U.S. and global economies experience weakness, demand for energy may decline. Similarly, should growth in global energy production outstrip demand, excess supplies may arise. Declines in demand and excess supplies may result in accompanying declines in commodity prices and deterioration of our financial position along with our ability to operate profitably and our ability to obtain financing to support operations. With respect to our business, we have experienced periodic declines in demand thought to be associated with slowing economic growth in certain markets, including the effects of the COVID-19 Pandemic, coupled with new oil and gas supplies coming on line and other circumstances beyond our control that resulted in oil and gas supply exceeding global demand which, in turn, resulted in steep declines in prices of oil and natural gas. There can be no assurance as to how long the current price decline will persist or that a recurrence of price weakness will not arise in the future.

The COVID-19 Pandemic has resulted in modifications to our business practices, including limiting employee and contractor presence at certain work locations, limiting travel, and reducing capital expenditures for 2020. We may take further actions as required by government authorities or that we determine are in the best interests of our employees, contractors, customers, suppliers and communities. However, there is no assurance that such measures will be sufficient to mitigate the risks posed by the virus, and our ability to successfully execute our business operations could be adversely impacted. In addition, while we have had no COVID-related impairments to date, the continued effects of the COVID-19 Pandemic could result in impairments of long-lived or indefinite-lived assets, including goodwill, at some point in the future. Such impairment charges could be material. Also, our relationship with Delek Holdings subjects us to the risk that the COVID-19 Pandemic may impact the financial condition, financial results or cash flows of Delek Holdings, may adversely affect us and our business and, therefore, our ability to sustain or increase cash distributions to our unitholders.

The full impact of the ongoing COVID-19 Pandemic is unknown and is rapidly evolving. It is difficult to predict how significant the impact of the COVID-19 Pandemic, including any responses to it, will be on the United States and global economies and our business or for how long disruptions are likely to continue. The extent of such impact will depend on future developments and factors outside of our control, including new information which may emerge concerning the severity or duration of the COVID-19 Pandemic and the evolving governmental and private sector actions to contain the pandemic or treat its health, economic, and other impacts.


~~53 \|~~

The ultimate extent of the impact of the volatile conditions in the oil and gas industry on our business, financial condition, results of operation and liquidity will also depend largely on future developments, including the extent and duration of any price reductions, any additional decisions by OPEC and the lack of resolution of disputes between the members of OPEC+.

To the extent the COVID-19 Pandemic and the developments in the global oil markets adversely affects our or Delek Holdings' business, financial condition, results of operation and liquidity, they may also impact our ability to sustain or increase quarterly distributions to our common unitholders or have the effect of heightening many of the other risks described in the “Risk Factors” section included in our Annual Report on Form 10-K for the year ended December 31, 2019 and in this Quarterly Report on Form 10-Q, as those risk factors are amended or supplemented by subsequent Quarterly Reports on Form 10-Q and other reports and documents we file with the SEC after the date hereof.

Our general partner and its affiliates, including Delek Holdings, have conflicts of interest with us and limited duties to us and our unitholders, and they may favor their own interests to the detriment of us and our other common unitholders.

Delek Holdings controls our general partner and appoints all of the officers and directors of our general partner. In addition, all of the officers and three of the directors of our general partner are also officers and/or directors of Delek Holdings. Although our general partner has a contractual obligation to manage us in a manner that is beneficial to us and our unitholders, the directors and officers of our general partner have a fiduciary duty to manage our general partner in a manner that is beneficial to Delek Holdings. Conflicts of interest will arise from time to time between Delek Holdings and our general partner, on the one hand, and us and our unitholders, on the other hand. In resolving these conflicts of interest, our general partner may favor its own interests and the interests of Delek Holdings over our interests and the interests of our unitholders. These conflicts include the following situations, among others:

•Our Partnership Agreement replaces the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing its duties, limits our general partner’s liabilities and restricts the remedies available to our unitholders for actions that, without such limitations, might constitute breaches of fiduciary duty.

•Neither our Partnership Agreement nor any other agreement requires Delek Holdings to pursue a business strategy that favors us or utilizes our assets, including whether to increase or decrease refinery production, whether to shut down or reconfigure a refinery or what markets to pursue or grow. The directors and officers of Delek Holdings have a fiduciary duty to make these decisions in the best interests of the stockholders of Delek Holdings, which may be contrary to our interests. Delek Holdings may choose to shift the focus of its investment and growth to areas not served by our assets.

•Delek Holdings, as our primary customer, has an economic incentive to cause us not to seek higher service fees, even if such higher fees could be obtained in arm’s-length, third-party transactions. Furthermore, under many of our commercial agreements with them, Delek Holdings' consent is required before we may enter into an agreement with any third party with respect to certain of our assets, including those that serve the El Dorado, Tyler and Big Spring Refineries, and Delek Holdings has an incentive to cause us not to pursue such third-party contracts in certain circumstances.

•~~Our general partner is allowed to take into account the interests of parties other than us, such as Delek Holdings, in resolving conflicts of interest.~~

•All of the officers and three of the directors of our general partner are also officers and/or directors of Delek Holdings and owe fiduciary duties to Delek Holdings. These officers will also devote significant time to the business of Delek Holdings and will be compensated by Delek Holdings accordingly.

•~~Delek Holdings may be constrained by the terms of its debt instruments from taking actions, or refraining from taking actions, that may be in our best interests.~~

•~~Except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval.~~

•~~Disputes may arise under our commercial agreements with Delek Holdings.~~

•Our general partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership units and the creation, reduction or increase of cash reserves, each of which can affect the amount of cash available for distribution to our unitholders.

•Our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion or investment capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders.

•~~Our general partner determines which costs incurred by it are reimbursable by us.~~


~~54 \|~~

•Our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a distribution to the common units held by Delek Holdings who controls the general partner.

•Our Partnership Agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf.

•~~Our general partner intends to limit its liability regarding our contractual and other obligations.~~

•If at any time our general partner and its affiliates together own 85% or more of our outstanding common units, then our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates. This 85% threshold will automatically decrease to 80% if at any time our general partner and its affiliates together own less than 77% of our outstanding common units.

•Our general partner controls the enforcement of the obligations that it and its affiliates owe to us, including Delek Holdings’ obligations under the Omnibus Agreement and its commercial agreements with us.

•~~Our general partner decides whether to retain separate counsel, accountants or other advisers to perform services for us.~~10-K.

ITEM 6. EXHIBITS


Exhibit No.		Description



























~~3.1~~		Second Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP, dated August 13, 2020 (incorporated by reference to Exhibit 3.1 of the Partnership’s Form 8-K filed on August 14, 2020).
~~3.2~~		Fourth Amended and Restated Limited Liability Company Agreement of Delek Logistics GP, LLC, dated August 13, 2020 (incorporated by reference to Exhibit 3.2 of the Partnership’s Form 8-K filed on August 14, 2020).
~~10.1~~		First Amendment to Third Amended and Restated Credit Agreement, dated as of August 12, 2020, by and among Delek Logistics Partners, LP and each other borrower referenced therein, as borrowers, Fifth Third Bank, National Association, as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K filed on August 14, 2020).
~~10.2~~		Exchange Agreement, dated as of August 13, 2020, by and between Delek Logistics Partners, LP and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.2 of the Partnership’s Form 8-K filed on August 14, 2020).
31.1	#	Certification of Delek Logistics GP, LLC's Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	#	Certification of Delek Logistics GP, LLC's Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
32.1	##	Certification of Delek Logistics GP, LLC's Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	##	Certification of Delek Logistics GP, LLC's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following materials from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarterly period ended ~~September 30, 2020,~~March 31, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (Unaudited), (iii) Condensed Consolidated Statement of Partners' Equity (Deficit) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (Unaudited), and (v) Notes to Condensed Consolidated Financial Statements (Unaudited).
104		The cover page from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2020,~~March 31, 2021, has been formatted in Inline XBRL.


#						Filed herewith
##						Furnished herewith


5548 \|

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Delek Logistics Partners, LP
By:			Delek Logistics GP, LLC
			Its General Partner

By:			/s/ Ezra Uzi Yemin
			Ezra Uzi Yemin
			Chairman and Chief Executive Officer (Principal Executive Officer)

By:			/s/ Reuven Spiegel
			Reuven Spiegel
			Executive Vice President and Chief Financial Officer ~~(Principal~~ (Principal Financial ~~and Accounting~~ Officer)

Dated: ~~November~~May 6, ~~2020~~2021


5649 \|


	Three Months Ended September 30, 2019
	Pipelines and Transportation		Wholesale Marketing and Terminalling		Consolidated
Service Revenue - Third Party	$	5,281	$	221	$	5,502
Service Revenue - Affiliate	2,856		9,578		12,434
Product Revenue - Third Party	0		65,407		65,407
Product Revenue - Affiliate	0		6,505		6,505
Lease Revenue - Affiliate (1)	36,448		11,260		47,708
Total Revenue	$	44,585	$	92,971	$	137,556


	Nine Months Ended September 30, 2019
	Pipelines and Transportation		Wholesale Marketing and Terminalling		Consolidated
Service Revenue - Third Party	$	16,733	$	525	$	17,258
Service Revenue - Affiliate	8,171		26,438		34,609
Product Revenue - Third Party	0		236,594		236,594
Product Revenue - Affiliate	0		23,078		23,078
Lease Revenue - Affiliate (1)	104,523		29,320		133,843
Total Revenue	$	129,427	$	315,955	$	445,382