Exhibit 99.3

Delek Logistics Partners, LP
Index to Pro Forma Financial Statements
 
 
Unaudited Pro Forma Condensed Consolidated Financial Statements:
 
 
 
Unaudited Pro Forma Condensed Consolidated Statement of Income for three months ended March 31, 2020
3
 
 
Unaudited Pro Forma Condensed Consolidated Statement of Income for three months ended March 31, 2019
4
 
 
Unaudited Pro Forma Condensed Consolidated Statement of Income for year ended December 31, 2019
5
 
 
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
6


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Delek Logistics Partners, LP
Unaudited Pro Forma Condensed Consolidated Financial Statements
On March 31, 2020, Delek Logistics Partners, LP (the "Delek Logistics"), through its wholly owned indirect subsidiary DKL Permian Gathering, LLC ("DKL PG"), entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with Delek US Holdings, Inc. ("Delek Holdings") and certain subsidiaries of Delek Holdings (such subsidiaries, the "Contributors"). Pursuant to the Contribution Agreement, DKL PG acquired (the "Acquisition") the principal assets of Contributors' crude oil gathering system located in Howard, Borden and Martin Counties, Texas (the "Big Spring Gathering System"), which excludes the Midland Connector System's assets which are under construction. Total consideration for the Acquisition was approximately $145.5 million, subject to certain post-closing adjustments, comprised of (i) $100 million in cash financed with borrowings under Delek Logistics' revolving credit facility and (ii) 5,000,000 newly issued common units of limited partnership interest in Delek Logistics (the "New Units").
The Unaudited Pro Forma Consolidated Financial Statements of Delek Logistics consist of a Condensed Consolidated Statements of Income for the year ended December 31, 2019 and the three-month periods ended March 31, 2020 and March 31, 2019, which reflect Delek Logistics' acquisition of Big Spring Gathering System as if it occurred on January 1, 2019. The Unaudited Pro Forma Condensed Consolidated Financial Statements included herein have been derived from the following carve-out financial statements of Big Spring Gathering System:
•
the audited financial statements of Big Spring Gathering System as of and for the year ended December 31, 2019 set forth in Exhibit 99.1 to Delek Logistics' Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commission ("SEC") on June 10, 2020; and
•
the unaudited interim financial statements of Big Spring Gathering System as of March 31, 2020 and for the three months ended March 31, 2020 and March 31, 2019 set forth in Exhibit 99.2 to Delek Logistics' Current Report on Form 8-K/A filed with the SEC on June 10, 2020.
The unaudited pro forma condensed consolidated financial information has been prepared for illustrative purposes only and is not necessarily indicative of our financial position or results of operations, nor is such unaudited pro forma condensed consolidated financial information necessarily indicative of the results to be expected for any future period. The pro forma adjustments are based on estimates and currently available information and assumptions that management believes are reasonable. The unaudited notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements provide a detailed discussion of how such adjustments were derived and presented in the unaudited pro forma financial information.
The unaudited pro forma condensed consolidated financial information and related notes thereto were derived from and should be read in conjunction with the historical consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 28, 2020 and the historical condensed consolidated financial statements and related notes thereto included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the SEC on May 8, 2020.





















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Delek Logistics Partners, LP
Unaudited Pro Forma Condensed Consolidated Statement of Income
(in thousands)
 
Three months ended March 31, 2020
 
Delek Logistics Partners, LP
 
Big Spring Gathering System
 
Pro Forma Adjustments
 
Delek Logistics Partners, LP Pro Forma
Net revenues:
 
 
 
 
 
 
 
   Affiliates
$
106,699

 
$
4,172

 
$
(679
)
(a)
$
110,192

   Third party
56,702

 
—

 
—

 
56,702

     Net revenues
163,401

 
4,172

 
(679
)
 
166,894

Cost of sales:
 
 
 
 
 
 
 
Cost of materials and other
101,293

 
—

 
—

 
101,293

Operating expenses (excluding depreciation and amortization presented below)
13,954

 
1,505

 
—

 
15,459

Depreciation and amortization
5,803

 
3,319

 
—

 
9,122

Total cost of sales
121,050

 
4,824

 
—

 
125,874

Operating expenses related to wholesale business (excluding depreciation and amortization presented below)
790

 
—

 
—

 
790

General and administrative expenses
6,130

 
1,523

 
(679
)
(a)
6,974

Depreciation and amortization
496

 
—

 
—

 
496

Other operating income, net
(107
)
 
—

 
—

 
(107
)
Total operating costs and expenses
128,359

 
6,347

 
(679
)
 
134,027

Operating income (loss)
35,042

 
(2,175
)
 
—

 
32,867

Interest expense, net
11,824

 
—

 
—

 
11,824

Other income, net
—

 
(27
)
 
—

 
(27
)
Income from equity method investments
(5,553
)
 
—

 
—

 
(5,553
)
Total non-operating expenses, net
6,271

 
(27
)
 
—

 
6,244

Income (loss) before income tax expense
28,771

 
(2,148
)
 
—

 
26,623

Income tax expense (benefit)
975

 
(493
)
 
493

(b)
975

Net income (loss)
$
27,796

 
$
(1,655
)
 
$
(493
)
 
$
25,648

Net income (loss) attributable to unit holders
$
27,796

 
$
(1,655
)
 
$
(493
)
 
$
25,648

See accompanying notes to unaudited pro forma condensed consolidated financial statements

















3 |



Delek Logistics Partners, LP
Unaudited Pro Forma Condensed Consolidated Statement of Income
(in thousands)
 
Three months ended March 31, 2019
 
Delek Logistics Partners, LP
 
Big Spring Gathering System
 
Pro Forma Adjustments
 
Delek Logistics Partners, LP Pro Forma
Net revenues:
 
 
 
 
 
 
 
   Affiliates
$
62,965

 
$
976

 
$
(1,512
)
(a)
$
62,429

   Third party
89,518

 
—

 
—

 
89,518

     Net revenues
152,483

 
976

 
(1,512
)
 
151,947

Cost of sales:
 
 
 
 
 
 
 
Cost of materials and other
96,265

 
—

 
—

 
96,265

Operating expenses (excluding depreciation and amortization presented below)
15,307

 
1,404

 
—

 
16,711

Depreciation and amortization
6,124

 
1,413

 
—

 
7,537

Total cost of sales
117,696

 
2,817

 
—

 
120,513

Operating expenses related to wholesale business (excluding depreciation and amortization presented below)
751

 
—

 
 
 
751

General and administrative expenses
4,473

 
1,542

 
(1,512
)
(a)
4,503

Depreciation and amortization
450

 
—

 
—

 
450

Other operating expense, net
2

 
—

 
—

 
2

Total operating costs and expenses
123,372

 
4,359

 
(1,512
)
 
126,219

Operating income (loss)
29,111

 
(3,383
)
 
—

 
25,728

Interest expense, net
11,301

 
1,009

 
—

 
12,310

Other income, net
(1,951
)
 
—

 
—

 
(1,951
)
Income from equity method investments
—

 
—

 
—

 
—

Total non-operating expenses, net
9,350

 
1,009

 
—

 
10,359

Income (loss) before income tax expense
19,761

 
(4,392
)
 
—

 
15,369

Income tax expense (benefit)
65

 
(942
)
 
942

(b)
65

Net income (loss)
$
19,696

 
$
(3,450
)
 
$
(942
)
 
$
15,304

Net income (loss) attributable to unit holders
$
19,696

 
$
(3,450
)
 
$
(942
)
 
$
15,304

See accompanying notes to unaudited pro forma condensed consolidated financial statements
















4 |



Delek Logistics Partners, LP
Unaudited Pro Forma Condensed Consolidated Statement of Income
(in thousands)
 
Year ended December 31, 2019
 
Delek Logistics Partners, LP
 
Big Spring Gathering System
 
Pro Forma Adjustments
 
Delek Logistics Partners, LP Pro Forma
Net revenues:
 
 
 
 
 
 
 
   Affiliates
$
261,014

 
$
9,852

 
$
(5,388
)
(a)
$
265,478

   Third party
322,978

 
—

 
—

 
322,978

     Net revenues
583,992

 
9,852

 
(5,388
)
 
588,456

Cost of sales:
 
 
 
 
 
 
 
Cost of materials and other
336,473

 
—

 
—

 
336,473

Operating expenses (excluding depreciation and amortization presented below)
71,341

 
5,839

 
—

 
77,180

Depreciation and amortization
24,893

 
8,970

 
—

 
33,863

Total cost of sales
432,707

 
14,809

 
—

 
447,516

Operating expenses related to wholesale business (excluding depreciation and amortization presented below)
2,816

 
—

 
—

 
2,816

General and administrative expenses
20,815

 
6,227

 
(5,388
)
(a)
21,654

Depreciation and amortization
1,808

 
—

 
—

 
1,808

Other operating expense (income), net
34

 
(3
)
 
—

 
31

Total operating costs and expenses
458,180

 
21,033

 
(5,388
)
 
473,825

Operating income (loss)
125,812

 
(11,181
)
 
—

 
114,631

Interest expense, net
47,328

 
4,692

 
—

 
52,020

Other expense (income), net
600

 
(54
)
 
—

 
546

Income from equity method investments
(19,832
)
 
—

 
—

 
(19,832
)
Total non-operating expenses, net
28,096

 
4,638

 
—

 
32,734

Income (loss) before income tax expense
97,716

 
(15,819
)
 
—

 
81,897

Income tax expense (benefit)
967

 
(3,516
)
 
3,516

(b)
967

Net income (loss)
$
96,749

 
$
(12,303
)
 
$
(3,516
)
 
$
80,930

Net income (loss) attributable to unit holders
$
96,749

 
$
(12,303
)
 
$
(3,516
)
 
$
80,930

See accompanying notes to unaudited pro forma condensed consolidated financial statements

















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Delek Logistics Partners, LP
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 1 - Basis of Presentation
The unaudited pro forma condensed consolidated financial information presents the application of pro forma adjustments to our historical financial statements to reflect (i) the Acquisition and (ii) the payment of estimated expenses in connection with the Acquisition. The unaudited pro forma condensed consolidated statements of income for three months ended March 31, 2020 and 2019 and the year ended December 31, 2019 give effect to the Acquisition as if it had occurred on January 1, 2019.
Note 2 - Pro Forma Net Income
(a) Reflects the elimination of intercompany revenue and expenses between Delek Logistics and Big Spring Gathering System for certain management fees.
(b) Reflects the elimination of the income tax expense to reflect that Delek Logistics and DKL Permian Gathering, LLC are pass-through non-taxable entities.


6 |