Equity

3 Months Ended

Mar. 31, 2019

We had 9,113,359 common limited partner units held by the public outstanding as of March 31, 2019. Additionally, as of March 31, 2019, Delek Holdings owned a 61.4% limited partner interest in us, consisting of 15,294,046 common limited partner units and a 94.6% interest in our general partner, which owns the entire 2.0% general partner interest consisting of 498,110 general partner units. Affiliates, who are also members of our general partner's management and board of directors, own the remaining 5.4% interest in our general partner.

Equity Activity

The table below summarizes the changes in the number of units outstanding from December 31, 2018 through March 31, 2019.



	Common - Public	Common - Delek Holdings	General Partner	Total
Balance at December 31, 2018	9,109,807	15,294,046	498,038	24,901,891
General partner units issued to maintain 2% interest	—	—	72	72
Unit-based compensation awards ⁽¹⁾	3,552	—	—	3,552
Balance at March 31, 2019	9,113,359	15,294,046	498,110	24,905,515

⁽¹⁾ No units were withheld for taxes during the three months ended March 31, 2019.

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 and our general partner. 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. Normal allocations according to percentage interests are made after giving effect to priority income allocations in an amount equal to incentive cash distributions allocated 100% to our general partner.

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 March 31, 2019
	2019			2018
Net income attributable to partners	19,696			$	19,995
Less: General partner's IDRs	(7,016		)	(5,337		)
Net income available to partners	$	12,680		$	14,658
General partner's ownership interest	2.0		%	2.0		%
General partner's allocated interest in net income	254			$	293
General partner's IDRs	7,016			5,337
Total general partner's interest in net income	$	7,270		$	5,630

Incentive Distribution Rights

Our general partner is currently entitled to 2.0% of all quarterly distributions that we make prior to our liquidation. Our general partner has the right, but not the obligation, to contribute up to a proportionate amount of capital to us to maintain its current general partner interest. The general partner's 2.0% interest in these distributions may be reduced if we issue additional units in the future and our general partner does not contribute a proportionate amount of capital to us to maintain its 2.0% general partner interest. Our general partner also currently holds IDRs that entitle it to receive increasing percentages, up to a maximum of 48.0%, of the cash we distribute from operating surplus (as defined in our Partnership Agreement) in excess of 0.43125 per unit per quarter. The maximum distribution is 48.0% and does not include any distributions that our general partner or its affiliates may receive on common or general partner units that it owns. The IDRs held by our general partner currently entitle it to receive the maximum distribution.

Cash Distributions

Our Partnership Agreement sets forth the calculation to be used to determine the amount and priority of available cash distributions that our limited partner unitholders and general partner will receive. Our distributions earned with respect to a given period are declared subsequent to quarter end. The table below summarizes the quarterly distributions related to our quarterly financial results:



Quarter Ended	Total Quarterly Distribution Per Limited Partner Unit		Total Quarterly Distribution Per Limited Partner Unit, Annualized		Total Cash Distribution, including general partner interest and IDRs (in thousands)		Date of Distribution	Unitholders Record Date
March 31, 2018	$	0.750	$	3.00	$	23,997	May 15, 2018	May 7, 2018
June 30, 2018	$	0.770	$	3.08	$	24,984	August 13, 2018	August 3, 2018
September 30, 2018	$	0.790	$	3.16	$	25,960	November 9, 2018	November 2, 2018
December 31, 2018	$	0.810	$	3.24	$	26,949	February 12, 2019	February 4, 2019
March 31, 2019	$	0.820	$	3.28	$	27,438	May 14, 2019 ⁽¹⁾	May 7, 2019

⁽¹⁾ Expected date of distribution.

The allocations of total quarterly cash distributions made to general and limited partners for the three months ended March 31, 2019 and 2018 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 March 31,
	2019		2018
General partner's distributions:
General partner's distributions	$	408	$	373
General partner's IDRs	7,016		5,337
Total general partner's distributions	7,424		5,710

Limited partners' distributions:
Common limited partners' distributions	20,014		18,287

Total cash distributions	$	27,438	$	23,997

Cash distributions per limited partner unit	$	0.820	$	0.750