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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Mark One)

☑ |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  | For the quarterly period ended | March 31, 2022 |

or

☐ |  | 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 April 29, 2022, there were 43,473,782 common limited partner units outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) of Delek Logistics Partners, LP, amends the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, as originally filed with the Securities and Exchange Commission on May 5, 2022 (the “Original Filing”). As a result of a typographical and clerical error, the Section 302 and 906 Certifications attached as Exhibits 31.1, 31.2, 32.1 and 32.2 to the Original Filing referenced the incorrect report. This Form 10-Q/A is being filed solely to include revised Section 302 and 906 Certifications that reference the correct report.
Except for the revisions to the Section 302 and 906 Certifications specified in this Explanatory Note, this Form 10-Q/A does not amend the Original Filing in any way and does not modify or otherwise update any disclosures contained in the Original Filing.

Table of Contents
Delek Logistics Partners, LP
Quarterly Report on Form 10-Q
For the Quarterly Period Ended March 31, 2022

PART I. FINANCIAL INFORMATION | PART II. OTHER INFORMATION
3 | Item 1. Financial Statements (unaudited) | 44 | Item 1. Legal Proceedings
| 3 | Condensed Consolidated Balance Sheets |  |  |  |
| 4 | Condensed Consolidated Statements of Income and Comprehensive Income | 44 | Item 1A. Risk Factors
| 6 | Condensed Consolidated Statements of Partner's Equity (Deficit) |  |  |  |
| 5 | Condensed Consolidated Statements of Cash Flows | 45 | Item 5. Other Information
| 7 | Notes to Condensed Consolidated Financial Statements |  |  |  |
|  | 7 | Note 1 - Organization and Basis of Presentation | 45 | Item 6. Exhibits
|  | 8 | Note 2 - Related Party Transactions |  |  |  |
|  | 9 | Note 3 - Revenues | 46 | Signatures
|  | 11 | Note 4 - Net Income Per Unit |  |  |  |
|  | 11 | Note 5 - Inventory |  |  |  |
|  | 11 | Note 6 - Long-Term Obligations |  |  |  |
|  | 13 | Note 7 - Equity |  |  |  |
|  | 13 | Note 8 - Equity Based Compensation |  |  |  |
|  | 14 | Note 9 - Equity Method Investments |  |  |  |
|  | 15 | Note 10 - Segments |  |  |  |
|  | 17 | Note 11 - Income Taxes |  |  |  |
|  | 17 | Note 12 - Commitments and Contingencies |  |  |  |
|  | 19 | Note 13 - Leases |  |  |  |
|  | 19 | Note 14 - Subsequent Events |  |  |  |
21 | Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |  |  |  |
| 31 | Summary of Financial and Other Information |  |  |  |
| 33 | Results of Operations |  |  |  |
|  | 33 | Consolidated |  |  |  |
|  | 35 | Pipelines and Transportation |  |  |  |
|  | 37 | Wholesale Marketing and Terminalling |  |  |  |
|  | 39 | Investments in Pipeline Joint Ventures |  |  |  |
| 39 | Liquidity and Capital Resources |  |  |  |
43 | Item 3. Quantitative and Qualitative Disclosures about Market Risk |  |  |  |
43 | 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)

| March 31, 2022 |  | December 31, 2021
ASSETS |  |  |
Current assets: |  |  |
Cash and cash equivalents | $ | 2,726 |  |  | $ | 4,292 |
Accounts receivable | 20,350 |  |  | 15,384 |
Inventory | 1,779 |  |  | 2,406 |
Other current assets | 1,466 |  |  | 951 |
Total current assets | 26,321 |  |  | 23,033 |
Property, plant and equipment: |  |  |
Property, plant and equipment | 724,921 |  |  | 715,870 |
Less: accumulated depreciation | (276,587) |  |  | (266,482) |
Property, plant and equipment, net | 448,334 |  |  | 449,388 |
Equity method investments | 249,893 |  |  | 250,030 |
Operating lease right-of-use assets | 19,135 |  |  | 20,933 |
Goodwill | 12,203 |  |  | 12,203 |
Marketing contract intangible, net | 114,774 |  |  | 116,577 |
Rights-of-way | 39,705 |  |  | 37,280 |
Other non-current assets | 24,901 |  |  | 25,627 |
Total assets | $ | 935,266 |  |  | $ | 935,071 |
LIABILITIES AND DEFICIT |  |  |
Current liabilities: |  |  |
Accounts payable | $ | 12,627 |  |  | $ | 8,160 |
Accounts payable to related parties | 50,282 |  |  | 64,423 |
Interest payable | 16,317 |  |  | 5,024 |
Excise and other taxes payable | 4,023 |  |  | 5,280 |
Current portion of operating lease liabilities | 6,688 |  |  | 6,811 |
Accrued expenses and other current liabilities | 6,327 |  |  | 7,117 |
Total current liabilities | 96,264 |  |  | 96,815 |
Non-current liabilities: |  |  |
Long-term debt | 905,536 |  |  | 898,970 |
Asset retirement obligations | 6,600 |  |  | 6,476 |
Operating lease liabilities, net of current portion | 12,401 |  |  | 14,071 |
Other non-current liabilities | 20,987 |  |  | 22,731 |
Total non-current liabilities | 945,524 |  |  | 942,248 |
Equity (Deficit): |  |  |
Common unitholders - public; 9,162,504 units issued and outstanding at March 31, 2022 (8,774,053 at December 31, 2021) | 170,696 |  |  | 166,067 |
Common unitholders - Delek Holdings; 34,311,278 units issued and outstanding at March 31, 2022 (34,696,800 at December 31, 2021) | (277,218) |  |  | (270,059) |
Total deficit | (106,522) |  |  | (103,992) |
Total liabilities and deficit | $ | 935,266 |  |  | $ | 935,071 |

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
|  |  | March 31,
|  |  |  |  | 2022 |  | 2021
Net revenues: |  |  |  |  |  |  |
Affiliates (1) |  |  |  |  | $ | 123,754 |  |  | $ | 96,194 |
Third party |  |  |  |  | 82,827 |  |  | 56,719 |
Net revenues |  |  |  |  | 206,581 |  |  | 152,913 |
Cost of sales: |  |  |  |  |  |  |
Cost of materials and other |  |  |  |  | 126,194 |  |  | 81,171 |
Operating expenses (excluding depreciation and amortization presented below) |  |  |  |  | 17,543 |  |  | 14,250 |
Depreciation and amortization |  |  |  |  | 9,861 |  |  | 10,247 |
Total cost of sales |  |  |  |  | 153,598 |  |  | 105,668 |
Operating expenses related to wholesale business (excluding depreciation and amortization presented below) |  |  |  |  | 564 |  |  | 561 |
General and administrative expenses |  |  |  |  | 5,095 |  |  | 4,105 |
Depreciation and amortization |  |  |  |  | 474 |  |  | 492 |
Other operating expense (income), net |  |  |  |  | 12 |  |  | (83) |
Total operating costs and expenses |  |  |  |  | 159,743 |  |  | 110,743 |
Operating income |  |  |  |  | 46,838 |  |  | 42,170 |
Interest expense, net |  |  |  |  | 14,250 |  |  | 9,737 |
Income from equity method investments |  |  |  |  | (7,026) |  |  | (4,049) |
Other (income) expense, net |  |  |  |  | (1) |  |  | 31 |
Total non-operating expenses, net |  |  |  |  | 7,223 |  |  | 5,719 |
Income before income tax expense |  |  |  |  | 39,615 |  |  | 36,451 |
Income tax expense |  |  |  |  | 101 |  |  | 184 |
Net income attributable to partners |  |  |  |  | $ | 39,514 |  |  | $ | 36,267 |
Comprehensive income attributable to partners |  |  |  |  | $ | 39,514 |  |  | $ | 36,267 |
Net income per limited partner unit: |  |  |  |  |  |  |
Common units - basic |  |  |  |  | $ | 0.91 |  |  | $ | 0.83 |
Common units - diluted |  |  |  |  | $ | 0.91 |  |  | $ | 0.83 |
Weighted average limited partner units outstanding: |  |  |  |  |  |  |
Common units - basic |  |  |  |  | 43,471,536 |  |  | 43,443,336 |
Common units - diluted |  |  |  |  | 43,481,572 |  |  | 43,449,059 |
Cash distributions per limited partner unit |  |  |  |  | $ | 0.98 |  |  | $ | 0.92 |

(1) See Note 2 for a description of our material affiliate revenue transactions.
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 |  | Total
Balance at December 31, 2021 | $ | 166,067 |  |  | $ | (270,059) |  |  | $ | (103,992) |
Cash distributions (1) | (8,570) |  |  | (33,830) |  |  | (42,400) |
Net income attributable to partners | 8,328 |  |  | 31,186 |  |  | 39,514 |
Delek Holdings unit sale to public | 5,110 |  |  | (5,110) |  |  | — |
Other | (239) |  |  | 595 |  |  | 356 |
Balance at March 31, 2022 | $ | 170,696 |  |  | $ | (277,218) |  |  | $ | (106,522) |

(1) Cash distributions include a nominal amount related to distribution equivalents on vested phantom units for the three months ended March 31, 2022.

| 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) |

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)

| Three Months Ended March 31,
| 2022 |  | 2021
Cash flows from operating activities: |  |  |
Net income | $ | 39,514 |  |  | $ | 36,267 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |
Depreciation and amortization | 10,335 |  |  | 10,739 |
Non-cash lease expense | 1,798 |  |  | 2,018 |
Amortization of customer contract intangible assets | 1,803 |  |  | 1,803 |
Amortization of deferred revenue | (444) |  |  | (538) |
Amortization of deferred financing costs and debt discount | 847 |  |  | 625 |
Income from equity method investments | (7,026) |  |  | (4,049) |
Dividends from equity method investments | 6,613 |  |  | 3,730 |
Other non-cash adjustments | 492 |  |  | 274 |
Changes in assets and liabilities: |  |  |
Accounts receivable | (4,966) |  |  | 3,354 |
Inventories and other current assets | 112 |  |  | 1,020 |
Accounts payable and other current liabilities | 14,157 |  |  | (390) |
Accounts receivable/payable to related parties | (14,141) |  |  | 7,359 |
Non-current assets and liabilities, net | (1,174) |  |  | (480) |
Net cash provided by operating activities | 47,920 |  |  | 61,732 |
Cash flows from investing activities: |  |  |
Purchases of property, plant and equipment | (10,613) |  |  | (6,119) |
Proceeds from sales of property, plant and equipment | 12 |  |  | 83 |
Purchases of intangible assets | (2,425) |  |  | (474) |
Distributions from equity method investments | 550 |  |  | 3,924 |
Equity method investment contributions | — |  |  | (1,379) |
Net cash used in investing activities | (12,476) |  |  | (3,965) |
Cash flows from financing activities: |  |  |
Distributions to common unitholders - public | (8,570) |  |  | (7,914) |
Distributions to common unitholders - Delek Holdings | (33,830) |  |  | (31,619) |
Proceeds from revolving credit facility | 113,600 |  |  | 77,500 |
Payments on revolving credit facility | (107,500) |  |  | (86,600) |
Payments on financing lease liabilities | (710) |  |  | — |
Net cash used in financing activities | (37,010) |  |  | (48,633) |
Net (decrease) increase in cash and cash equivalents | (1,566) |  |  | 9,134 |
Cash and cash equivalents at the beginning of the period | 4,292 |  |  | 4,243 |
Cash and cash equivalents at the end of the period | $ | 2,726 |  |  | $ | 13,377 |
Supplemental disclosures of cash flow information: |  |  |
Cash paid during the period for: |  |  |
Interest | $ | 2,110 |  |  | $ | 4,937 |
Non-cash investing activities: |  |  |
Increase in accrued capital expenditures in accounts payable/receivable related parties | $ | — |  |  | $ | 3,119 |
Decrease in accrued capital expenditures and other | $ | (1,527) |  |  | $ | (1,439) |
Non-cash financing activities: |  |  |
Non-cash lease liability arising from obtaining right of use assets during the period | $ | — |  |  | $ | 2,623 |

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").
On April 8, 2022, DKL Delaware Gathering, LLC (the “Purchaser”), a subsidiary of the Partnership, entered into a Membership Interest Purchase Agreement with 3 Bear Energy – New Mexico LLC (the “Seller”) to purchase 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC (the “Purchased Interests”), related to Seller’s crude oil and gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin in New Mexico (the “Purchase Agreement”). The Partnership also entered into a guaranty agreement with the Seller in order to guaranty the payment obligations of the Purchaser under the Purchase Agreement. See Note 14 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, 2021 (our "Annual Report on Form 10-K"), filed with the U.S. Securities and Exchange Commission (the "SEC") on February 25, 2022 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, 2021 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
In the current period, we reassessed the classification of certain expenses and made certain reclassification adjustments to better represent the nature of those expenses. Accordingly, we have made reclassifications to the prior period in order to conform to this revised current period classification, which resulted in an immaterial decrease in the prior period general and administrative expenses and an increase in the prior period operating expenses.
Risks and Uncertainties Arising from the COVID-19 Pandemic
During the quarter ended March 31, 2022, the economic environment in which we operate continued to improve as a result of the widespread availability of vaccines and testing in the U.S. over recent months which, in turn, has contributed to return to work, return to schools, and increased travel, with a corresponding increase in the demand for vehicle motor fuel and jet fuel. While we continue to face uncertainties around the COVID-19 Pandemic in terms of new variants, these stabilization trends as well as other factors impacting demand for our products, such as the global supply constraints caused by the military conflict between Russia and the Ukraine have mitigated the risks that remaining Pandemic-related uncertainties could have a material adverse impact on our financial position or results of operations. While these remaining uncertainties did not have a material impact on the preparation of our unaudited financial statements as of and for the three months ended March 31, 2022, to the extent these uncertainties were identified and were believed to have had a material impact on our prior year 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 months ended March 31, 2022.
New Accounting Pronouncements Adopted During 2022
There were no new accounting pronouncements adopted during the three months ended March 31, 2022.
Accounting Pronouncements Not Yet Adopted
ASU No. 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments
In July 2021, the FASB issued an amendment which is intended to provide lease classification guidance for Lessors on how to classify and account for a lease with variable lease payments that do not depend on a reference index or a rate. The amendments are effective for fiscal years beginning after December 15, 2021, for all entities, and interim periods within those fiscal years for public business entities and

7 |

Notes to Condensed Consolidated Financial Statements (Unaudited)
interim periods within fiscal years beginning after December 15, 2022, for all other entities. The Partnership is evaluating the impact of this guidance but does not believe this new guidance will have a material impact on its condensed consolidated financial statements and related disclosures.
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") 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 evaluating the impact of this guidance 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 - 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. 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, however, in no event will the fees be adjusted below the amount initially set forth in the applicable agreement.
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.
See our Annual Report on Form 10-K for a more complete description of our material commercial agreements and other agreements with Delek Holdings.
Other Agreements with Delek Holdings
In addition to the commercial agreements described above, the Partnership has entered into the following agreements with Delek Holdings:
Slurry Clarifying Services Agreement
We executed a series of agreements with DK Trading & Supply, LLC (“DKT&S”) and Alon Refining Krotz Springs, whereby the Partnership will operate and maintain a facility, located within the Krotz Springs, Louisiana refinery, to process slurry for DKT&S. Using a process that incorporates horizontal and vertical centrifuges, we will remove metals, ash, and other solids from the slurry. The clarified product can then be sold to DKT&S or one of its affiliates. As consideration for the processing services, we will receive a fixed rate per barrel processing fee in addition to a margin-based payment. The Partnership and DKT&S have agreed to a minimum delivery commitment volume to be processed in the facility. The initial term of the agreement is for a period of three years, and thereafter, will continue a year-to-year basis unless canceled by either party.
Omnibus Agreement
The Partnership entered into an omnibus agreement with Delek Holdings, Delek Logistics Operating, LLC, Lion Oil Company, LLC (formerly known as 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 $4.6 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. 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. We were reimbursed a nominal amount by Delek Holdings during the three months ended March 31, 2022. There were no reimbursements by Delek Holdings during the three months ended March 31, 2021. 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 March 31, 2022, there was no receivable from related parties for these matters. These reimbursements are recorded as reductions to operating expense. There were no reimbursements for these matters in each of the three month periods ended March 31, 2022 and 2021.

8 |

Notes to Condensed Consolidated Financial Statements (Unaudited)
Other Transactions
The Partnership manages long-term capital projects on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of gathering systems in the Permian Basin. The majority of the gathering systems have been constructed, however, additional costs pertaining to a pipeline connection that was not 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 for both the three months ended March 31, 2022 and 2021, 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.
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 March 31,
|  |  |  |  | 2022 |  | 2021
Revenues |  |  |  |  | $ | 123,754 |  |  | $ | 96,194 |
Purchases from Affiliates |  |  |  |  | $ | 105,885 |  |  | $ | 65,815 |
Operating and maintenance expenses |  |  |  |  | $ | 11,476 |  |  | $ | 10,084 |
General and administrative expenses |  |  |  |  | $ | 3,068 |  |  | $ | 2,119 |

Quarterly Cash Distributions
In February 2022, we paid quarterly cash distributions of $42.4 million, of which $33.8 million were paid to Delek Holdings. In February 2021, we paid quarterly cash distributions of $39.5 million, of which $31.6 million were paid to Delek Holdings and our general partner. On April 25, 2022, our board of directors declared a quarterly cash distribution totaling $42.6 million, based on the available cash as of the date of determination, for the end of the first quarter of 2022, payable on May 12, 2022, of which $33.6 million is expected to be paid to Delek Holdings.
Note 3 - 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 2 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 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.

9 |

Notes to Condensed Consolidated Financial Statements (Unaudited)
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 $448.3 million net property, plant, and equipment balance as of March 31, 2022, $406.1 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 the pipeline and transportation and wholesale marketing and terminalling segments for the periods indicated (in thousands):

|  | Three Months Ended March 31, 2022
|  | Pipelines and Transportation |  | Wholesale Marketing and Terminalling |  | Consolidated
Service Revenue - Third Party |  | $ | 4,782 |  |  | $ | — |  |  | $ | 4,782 |
Service Revenue - Affiliate (1) |  | 4,004 |  |  | 8,545 |  |  | 12,549 |
Product Revenue - Third Party |  | — |  |  | 78,045 |  |  | 78,045 |
Product Revenue - Affiliate |  | — |  |  | 31,746 |  |  | 31,746 |
Lease Revenue - Affiliate |  | 67,019 |  |  | 12,440 |  |  | 79,459 |
Total Revenue |  | $ | 75,805 |  |  | $ | 130,776 |  |  | $ | 206,581 |

(1) Net of $1.8 million of amortization expense for the three months ended March 31, 2022, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment.

|  | Three Months Ended March 31, 2021
|  | Pipelines and Transportation |  | Wholesale Marketing and Terminalling |  | Consolidated
Service Revenue - Third Party |  | $ | 1,927 |  |  | $ | 82 |  |  | $ | 2,009 |
Service Revenue - Affiliate (1) |  | 1,224 |  |  | 8,082 |  |  | 9,306 |
Product Revenue - Third Party |  | — |  |  | 54,710 |  |  | 54,710 |
Product Revenue - Affiliate |  | — |  |  | 16,387 |  |  | 16,387 |
Lease Revenue - Affiliate |  | 61,824 |  |  | 8,677 |  |  | 70,501 |
Total Revenue |  | $ | 64,975 |  |  | $ | 87,938 |  |  | $ | 152,913 |

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

As of March 31, 2022, we expect to recognize $1.4 billion in future lease revenues, for periods up to financial year 2030, 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 March 31, 2022 were as follows (in thousands):

Remainder of 2022 |  | $ | 206,379 |
2023 |  | 268,042 |
2024 |  | 192,400 |
2025 |  | 169,227 |
2026 and thereafter |  | 573,893 |
Total expected revenue on remaining performance obligations |  | $ | 1,409,941 |

10 |

Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 4 - 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.
Diluted net income per unit applicable to common limited partners includes the effects of potentially dilutive units on our common units. As of March 31, 2022, the only potentially dilutive units outstanding consist of unvested phantom units.
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 March 31, 2022 is May 12, 2022.
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 March 31,
|  |  |  |  | 2022 |  | 2021
Net income attributable to partners |  |  |  |  | $ | 39,514 |  |  | $ | 36,267 |
Less: Limited partners' distribution |  |  |  |  | 42,604 |  |  | 39,968 |
Earnings in excess (deficit) of distributions |  |  |  |  | $ | (3,090) |  |  | $ | (3,701) |
Limited partners' earnings on common units: |  |  |  |  |  |  |
Distributions |  |  |  |  | $ | 42,604 |  |  | $ | 39,968 |
Allocation of earnings in excess (deficit) of distributions |  |  |  |  | (3,090) |  |  | (3,701) |
Total limited partners' earnings on common units |  |  |  |  | $ | 39,514 |  |  | $ | 36,267 |
Weighted average limited partner units outstanding: |  |  |  |  |  |  |
Common units - basic |  |  |  |  | 43,471,536 |  |  | 43,443,336 |
Common units - diluted |  |  |  |  | 43,481,572 |  |  | 43,449,059 |
Net income per limited partner unit: |  |  |  |  |  |  |
Common units - basic |  |  |  |  | $ | 0.91 |  |  | $ | 0.83 |
Common units - diluted (1) |  |  |  |  | $ | 0.91 |  |  | $ | 0.83 |

(1) There were no outstanding common units excluded from the diluted earnings per unit calculation for the three months ended March 31, 2022 and 2021.

Note 5 - Inventory
Inventories consisted of $1.8 million and $2.4 million of refined petroleum products as of March 31, 2022 and December 31, 2021, respectively, 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 6 - Long-Term Obligations
7.125% Senior Notes due 2028
On May 24, 2021, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp. ("Finance Corp." and together with the Partnership, the "Issuers") issued $400.0 million in aggregate principal amount of 7.125% senior notes due 2028 (the "2028 Notes") at par, pursuant to an indenture with U.S. Bank, National Association as trustee. The 2028 Notes are general unsecured senior obligations of the Issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's subsidiaries other than Finance Corp., and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries. The 2028 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right payment to any future subordinated indebtedness of the Issuers. The 2028 Notes will mature on June 1, 2028, and interest on the 2028 Notes is payable semi-annually in arrears on each June 1 and December 1, commencing December 1, 2021.
At any time prior to June 1, 2024, the Issuers may redeem up to 35% of the aggregate principal amount of the 2028 Notes with the net cash proceeds of one or more equity offerings by the Partnership at a redemption price of 107.125% of the redeemed principal amount,

11 |

Notes to Condensed Consolidated Financial Statements (Unaudited)
plus accrued and unpaid interest, if any, subject to certain conditions and limitations. Prior to June 1, 2024, the Issuers may also redeem all or part of the 2028 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations. In addition, beginning on June 1, 2024, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2028 Notes, at a redemption price of 103.563% of the redeemed principal for the twelve-month period beginning on June 1, 2024, 101.781% for the twelve-month period beginning on June 1, 2025, and 100.00% beginning on June 1, 2026 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 2028 Notes from holders at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.
As of March 31, 2022, we had $400.0 million in outstanding principal amount under the 2028 Notes, and the effective interest rate was 7.05%. Outstanding borrowings under the 2028 Notes include deferred financing costs amounting to $5.5 million as of March 31, 2022.
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.
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.
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 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 March 31, 2022, the weighted average interest rate for our borrowings under the facility was approximately 2.67%. Additionally, the DKL Credit Facility requires us to pay a leverage ratio dependent quarterly fee on the average unused revolving commitment. As of March 31, 2022, this fee was 0.30% per year.
As of March 31, 2022, we had $264.1 million of outstanding borrowings under the DKL Credit Facility, with no letters of credit in place. Unused credit commitments under the DKL Credit Facility as of March 31, 2022 were $585.9 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.
The Issuers may, subject to certain conditions and limitations, redeem all or part of the 2025 Notes at a redemption price of 103.375% of the redeemed principal during 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.

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Notes to Condensed Consolidated Financial Statements (Unaudited)
As of March 31, 2022, we had $250.0 million in outstanding principal amount of the 2025 Notes. As of March 31, 2022, the effective interest rate related to the 2025 Notes was approximately 7.20%.
Outstanding borrowings under the 2025 Notes include deferred financing costs and debt discount of $2.3 million and $0.7 million, respectively, as of March 31, 2022, and $2.5 million and $0.8 million, respectively, as of December 31, 2021.
Note 7 - Equity
We had 9,162,504 common limited partner units held by the public outstanding as of March 31, 2022. Additionally, as of March 31, 2022, Delek Holdings owned an 78.9% limited partner interest in us, consisting of 34,311,278 common limited partner units.
On April 14, 2022, we filed a shelf registration statement with the SEC, which was declared on April 29, 2022, which provides the Partnership the ability to offer up to $200.0 million of our common limited partner units from time to time and through one or more methods of distribution, subject to market conditions and our capital needs.
On December 22, 2021, Delek Holdings issued a press release regarding a program to sell up to 434,590 common limited partner units representing limited partner interests in the Partnership. We will not sell any securities under this program and we will not receive any proceeds from the sale of the securities by Delek Holdings.
Equity Activity
The table below summarizes the changes in the number of limited partner units outstanding from December 31, 2021 through March 31, 2022.

| Common - Public |  | Common - Delek Holdings |  | Total
Balance at December 31, 2021 | 8,774,053 |  |  | 34,696,800 |  |  | 43,470,853 |
Unit-based compensation awards (1) | 2,929 |  |  | — |  |  | 2,929 |
Delek Holdings resale of units | 385,522 |  |  | (385,522) |  |  | — |
Balance at March 31, 2022 | 9,162,504 |  |  | 34,311,278 |  |  | 43,473,782 |

(1) Unit-based compensation awards are presented net of 1,088 units withheld for taxes as of March 31, 2022.

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.
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. Our distributions earned with respect to a given period are declared subsequent to quarter end.
The table below summarizes the quarterly distributions related to our quarterly financial results:

Quarter Ended |  | Total Quarterly Distribution Per Limited Partner Unit |  | Total Cash Distribution (in thousands) |  | Date of Distribution |  | Unitholders Record Date
March 31, 2021 |  | $ | 0.920 |  |  | $ | 39,968 |  |  | May 14, 2021 |  | May 10, 2021
June 30, 2021 |  | $ | 0.940 |  |  | $ | 40,846 |  |  | August 11, 2021 |  | August 5, 2021
September 30, 2021 |  | $ | 0.950 |  |  | $ | 41,286 |  |  | November 10, 2021 |  | November 5, 2021
December 31, 2021 |  | $ | 0.975 |  |  | $ | 42,384 |  |  | February 8, 2022 |  | February 1, 2022
March 31, 2022 |  | $ | 0.980 |  |  | $ | 42,604 |  |  | May 12, 2022 (1) |  | May 5, 2022

(1) Expected date of distribution.

Note 8 - 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 our general partner. Equity-based compensation expense is included in general and administrative expenses in the

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accompanying condensed consolidated statements of income and comprehensive income and is immaterial for the three months ended March 31, 2022 and 2021.
On June 9, 2021, the LTIP was amended to increase the number of units representing limited partner interest in the Partnership (the "Common Units") authorized for issuance by 300,000 Common Units to 912,207 Common Units. Additionally, the term of the LTIP was extended to June 9, 2031.
Note 9 - 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. 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 in 2020. During the three months ended March 31, 2022, we made no capital contributions. During the three months ended March 31, 2021, we made additional capital contributions totaling $1.4 million based on capital calls received.
Summarized unaudited financial information for Red River on a 100% basis is shown below (in thousands):

| March 31, 2022 |  | December 31, 2021
Current Assets | $ | 28,830 |  |  | $ | 28,735 |
Non-current Assets | $ | 401,283 |  |  | $ | 403,692 |
Current liabilities | $ | 6,637 |  |  | $ | 10,040 |

|  |  | Three Months Ended March 31,
|  |  |  |  | 2022 |  | 2021
Revenues |  |  |  |  | $ | 22,686 |  |  | $ | 9,043 |
Gross profit |  |  |  |  | $ | 15,601 |  |  | $ | 3,625 |
Operating income |  |  |  |  | $ | 15,419 |  |  | $ | 3,439 |
Net income |  |  |  |  | $ | 15,396 |  |  | $ | 3,439 |

We have two 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 (which was subsequently acquired by Marathon Petroleum Corporation) 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):

| March 31, 2022 |  | December 31, 2021
Current assets | $ | 17,382 |  |  | $ | 15,010 |
Non-current assets | $ | 239,755 |  |  | $ | 242,599 |
Current liabilities | $ | 2,916 |  |  | $ | 1,492 |

|  |  | Three Months Ended March 31,
|  |  |  |  | 2022 |  | 2021
Revenues |  |  |  |  | $ | 8,895 |  |  | $ | 9,626 |
Gross profit |  |  |  |  | $ | 4,238 |  |  | $ | 4,966 |
Operating income |  |  |  |  | $ | 3,568 |  |  | $ | 4,478 |
Net Income |  |  |  |  | $ | 3,569 |  |  | $ | 4,179 |

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Notes to Condensed Consolidated Financial Statements (Unaudited)
The Partnership's investments in these three entities were financed through a combination of cash from operations and borrowings under the DKL Credit Facility. The Partnership's investment balances in these joint ventures were as follows (in thousands):

| March 31, 2022 |  | December 31, 2021
Red River | $ | 144,567 |  |  | $ | 144,041 |
CP LLC | $ | 61,926 |  |  | $ | 61,670 |
Andeavor Logistics | $ | 43,400 |  |  | $ | 44,319 |

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.
Note 10 - Segment Data
We aggregate our operating segments into three reportable segments: (i) pipelines and transportation; (ii) wholesale marketing and terminalling; and (iii) investment in pipeline joint ventures.
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, with the exception of investments in pipeline joint ventures segment, which is measured based on net income. Segment contribution margin is defined as net revenues less cost of materials and other and operating expenses, excluding depreciation and amortization.

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Notes to Condensed Consolidated Financial Statements (Unaudited)
The following is a summary of business segment operating performance as measured by contribution margin, with the exception of investments in pipeline joint ventures segment, which is measured based on net income, for the periods indicated (in thousands):

(in thousands) |  |  | Three Months Ended March 31,
|  |  |  |  | 2022 |  | 2021
Pipelines and Transportation |  |  |  |  |  |  |
Net revenues: |  |  |  |  |  |  |
Affiliate |  |  |  |  | $ | 71,023 |  |  | $ | 63,048 |
Third party |  |  |  |  | 4,782 |  |  | 1,927 |
Total pipelines and transportation |  |  |  |  | 75,805 |  |  | 64,975 |
Cost of materials and other |  |  |  |  | 19,602 |  |  | 13,079 |
Operating expenses (excluding depreciation and amortization) |  |  |  |  | 12,958 |  |  | 10,172 |
Segment contribution margin |  |  |  |  | $ | 43,245 |  |  | $ | 41,724 |
Capital spending (1) |  |  |  |  | $ | 8,149 |  |  | $ | 5,845 |
Wholesale Marketing and Terminalling |  |  |  |  |  |  |
Net revenues: |  |  |  |  |  |  |
Affiliate (2) |  |  |  |  | $ | 52,731 |  |  | $ | 33,146 |
Third party |  |  |  |  | 78,045 |  |  | 54,792 |
Total wholesale marketing and terminalling |  |  |  |  | 130,776 |  |  | 87,938 |
Cost of materials and other |  |  |  |  | 106,592 |  |  | 68,092 |
Operating expenses (excluding depreciation and amortization) |  |  |  |  | 5,149 |  |  | 4,639 |
Segment contribution margin |  |  |  |  | $ | 19,035 |  |  | $ | 15,207 |
Capital spending (1) |  |  |  |  | $ | 937 |  |  | $ | 1,954 |
Investments in Pipeline Joint Ventures |  |  |  |  |  |  |
Income from equity method investments |  |  |  |  | $ | (7,026) |  |  | $ | (4,049) |
Equity method investments contributions |  |  |  |  | $ | — |  |  | $ | (1,379) |
Consolidated |  |  |  |  |  |  |
Net revenues: |  |  |  |  |  |  |
Affiliate |  |  |  |  | $ | 123,754 |  |  | $ | 96,194 |
Third party |  |  |  |  | 82,827 |  |  | 56,719 |
Total Consolidated |  |  |  |  | 206,581 |  |  | 152,913 |
Cost of materials and other |  |  |  |  | 126,194 |  |  | 81,171 |
Operating expenses (excluding depreciation and amortization presented below) |  |  |  |  | 18,107 |  |  | 14,811 |
Contribution margin |  |  |  |  | 62,280 |  |  | 56,931 |
General and administrative expenses |  |  |  |  | 5,095 |  |  | 4,105 |
Depreciation and amortization |  |  |  |  | 10,335 |  |  | 10,739 |
Other operating expense (income), net |  |  |  |  | 12 |  |  | (83) |
Operating income |  |  |  |  | 46,838 |  |  | 42,170 |
Interest expense, net |  |  |  |  | 14,250 |  |  | 9,737 |
Income from equity method investments |  |  |  |  | (7,026) |  |  | (4,049) |
Other (income) expense, net |  |  |  |  | (1) |  |  | 31 |
Total non-operating expenses, net |  |  |  |  | 7,223 |  |  | 5,719 |
Income before income tax expense |  |  |  |  | 39,615 |  |  | 36,451 |
Income tax expense |  |  |  |  | 101 |  |  | 184 |
Net income attributable to partners |  |  |  |  | $ | 39,514 |  |  | $ | 36,267 |
Capital spending (1) |  |  |  |  | $ | 9,086 |  |  | $ | 7,799 |

(1) There were no capital contributions to equity method investments for the three months ended March 31, 2022. Capital spending for the three months ended March 31, 2021 excludes contributions to equity method investments in the amount of $1.4 million.
(2) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense related to a customer contract intangible asset. See Note 3 for additional information.

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Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table summarizes the total assets for each segment as of March 31, 2022 and December 31, 2021 (in thousands). Assets for each segment include property, plant and equipment, equity method investments, intangible assets and inventory.

| March 31, 2022 |  | December 31, 2021
Pipelines and transportation | $ | 455,145 |  |  | $ | 452,690 |
Wholesale marketing and terminalling | 205,686 |  |  | 211,723 |
Investments in pipeline joint ventures | 249,893 |  |  | 250,030 |
Other (1) | 24,542 |  |  | 20,628 |
Total assets | 935,266 |  |  | $ | 935,071 |

(1) Other includes cash and cash equivalents and related party receivables and other assets which are recorded at the corporate level.

Property, plant and equipment, accumulated depreciation and depreciation expense for the pipelines and transportation and wholesale marketing and terminalling reportable segments as of and for the three months ended March 31, 2022 were as follows (in thousands):

| Pipelines and Transportation |  | Wholesale Marketing and Terminalling |  | Consolidated
Property, plant and equipment | $ | 604,323 |  |  | $ | 120,598 |  |  | $ | 724,921 |
Less: accumulated depreciation | (213,750) |  |  | (62,837) |  |  | (276,587) |
Property, plant and equipment, net | $ | 390,573 |  |  | $ | 57,761 |  |  | $ | 448,334 |
Depreciation expense for the three months ended March 31, 2022 | $ | 7,937 |  |  | $ | 2,398 |  |  | $ | 10,335 |

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 March 31, 2022.
Note 11 - 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 12 - 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.
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.

17 |

Notes to Condensed Consolidated Financial Statements (Unaudited)
These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters, which could include soil, surface water and groundwater contamination, air pollution, personal injury and property damage allegedly caused by substances which we may have handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we may have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there 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 the receipt and response to 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 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 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 governmental agencies or other persons for personal injury, property damage, response costs, or natural resources damages.
Crude Oil and Other Releases
During the three months ended March 31, 2022, there were no significant releases.
In August 2021, a release of finished product from our Greenville pipeline occurred near Dixon, Texas (the "Greenville Dixon Release"). Cleanup operations, site maintenance and remediation on this release are currently on-going where such costs incurred as of March 31, 2022 totaled $3.6 million. Additionally, as of March 31, 2022 we have accrued $0.5 million for remediation and other such matters related to this release. The affected area is currently being treated to bring it to acceptable residential levels protective of groundwater.
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, site maintenance and remediation on this release have been completed with closure granted and ground water monitoring wells removed. We filed suit in January 2020 against a third party contractor, seeking damages related to this 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.
For other releases that occurred in prior years, we have received regulatory closure or a majority of the cleanup and remediation efforts are substantially complete. We expect regulatory closure in 2022 for the release sites that have not yet received it and do not anticipate material costs associated with any fines or penalties or to 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 March 31, 2022, we have accrued $0.3 million for remediation and other such matters related to these releases.
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 and the Greenville Dixon Release noted above as they are 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 the three months ended March 31, 2022, there were no crude oil and other releases remediation expenses, net of reimbursable expenses. During the three months ended March 31, 2021, the crude oil and other releases remediation expenses, net of reimbursable costs, were immaterial.
Other Commitments
In connection with the Permian Gathering System Acquisition (formerly known as the Big Spring Gathering Acquisition), we agreed to expend $33.8 million to construct additional Receipt Points on our gathering pipeline at the request of Delek Holdings producers with which we have dedicated acreage agreements, to be owned and operated by the Partnership. Such Receipt Points, once completed, result in incremental pipeline revenues, subject to the minimum volume commitments and other terms of the throughput and deficiency commercial agreement with Delek Holdings, entered into in connection with this Acquisition. As of March 31, 2022 and March 31, 2021, the Partnership had $4.2 million and $28.4 million remaining commitments under the Receipt Point construction provision of the Permian Gathering System Acquisition agreement. Additionally, both Delek Holdings and the Partnership continue to identify and secure dedicated acreage and producer agreements that require construction of receipt points and also provide the opportunity for additional pipeline volumes, but that are not required under the original commitment. Related to these incremental agreements, the Partnership has begun

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Notes to Condensed Consolidated Financial Statements (Unaudited)
construction or otherwise separately committed to construct receipt points where the estimated remaining costs to complete totaled $45.8 million as of March 31, 2022, all of which is expected to be expended during 2022.
Note 13 - 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.
The following table presents additional information related to our operating leases in accordance ASC 842:

|  |  | Three Months Ended March 31,
(in thousands) |  |  |  |  | 2022 |  | 2021
Lease Cost (1)
Operating lease cost |  |  |  |  | $ | 2,641 |  |  | $ | 2,744 |
Short-term lease cost |  |  |  |  | 319 |  |  | 147 |
Variable lease costs |  |  |  |  | 936 |  |  | — |
Total lease cost |  |  |  |  | $ | 3,896 |  |  | $ | 2,891 |
Other Information
Cash paid for amounts included in the measurement of lease liabilities |  |  |  |  |  |  |
Operating cash flows from operating leases |  |  |  |  | $ | (2,641) |  |  | $ | (2,744) |
Leased assets obtained in exchange for new operating lease liabilities |  |  |  |  | $ | — |  |  | $ | 2,623 |
|  |  |  |  | Three Months Ended March 31,
|  |  | 2022 |  | 2021
Weighted-average remaining lease term (years) for operating leases |  |  | 3.2 |  | 3.5
Weighted-average discount rate (2) operating leases |  |  | 5.8 | % |  | 5.9 | %
Weighted-average remaining lease term (years) for financing lease |  |  | 1.9 |  | 2.7
Weighted-average discount rate (2) financing lease |  |  | 1.9 | % |  | 1.8 | %

(1) Includes an immaterial amount of financing lease.
(2) Our discount rate is primarily based on our incremental borrowing rate in accordance with ASC 842.

Note 14 - Subsequent Events
Distribution Declaration
On April 25, 2022, our general partner's board of directors declared a quarterly cash distribution of $0.98 per unit, payable on May 12, 2022, to unitholders of record on May 5, 2022.
Planned 3 Bear Energy - New Mexico, LLC Acquisition
On April 8, 2022, DKL Delaware Gathering, LLC (the “Purchaser”), a subsidiary of the Partnership, entered into a Membership Interest Purchase Agreement with 3 Bear Energy – New Mexico LLC (the “Seller”) to purchase 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC (the “Purchased Interests”), related to Seller’s crude oil and gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin in New Mexico (the “Purchase Agreement”). The Partnership also entered into a guaranty agreement with the Seller in order to guaranty the payment obligations of the Purchaser under the Purchase Agreement.
The purchase price for the Purchased Interests is $624.7 million, subject to customary adjustments under the Purchase Agreement for net working capital and indebtedness. The Purchaser paid a deposit under the Purchase Agreement of approximately $31.2 million. The deposit may be retained by the Seller upon certain termination events described in the Purchase Agreement. At closing, the deposit will be applied to the purchase price to be paid under the Purchase Agreement.

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Notes to Condensed Consolidated Financial Statements (Unaudited)
The transactions contemplated by the Purchase Agreement are expected to close around mid-year 2022. The closing is subject to customary closing conditions set forth in the Purchase Agreement, including regulatory approvals. The Purchase Agreement also contains representations and warranties of the parties, indemnification obligations, termination rights, and other covenants and agreements.
Shelf Registration Statement
On April 14, 2022, we filed a shelf registration statement with the SEC, which was declared effective on April 29, 2022, which provides the Partnership the ability to offer up to $200.0 million of our common limited partner units from time to time and through one or more methods of distribution, subject to market conditions and our capital needs.

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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 25, 2022 (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.
On April 8, 2022, DKL Delaware Gathering, LLC (the “Purchaser”), a subsidiary of the Partnership, entered into a Membership Interest Purchase Agreement with 3 Bear Energy – New Mexico LLC (the “Seller”) to purchase 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC (the “Purchased Interests”), related to Seller’s crude oil and gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin in New Mexico (the “Purchase Agreement”). The Partnership also entered into a guaranty agreement with the Seller in order to guaranty the payment obligations of the Purchaser under the Purchase Agreement. See Note 14 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 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 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:
•our substantial dependence on Delek Holdings or its assignees and their support of and respective ability to pay us under our commercial agreements;
•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;

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Management's Discussion and Analysis
•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 or future pandemics;
•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;
•significant operational, investment or other changes required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce greenhouse gas emissions;
•competitive conditions in our industry including capacity overbuild in areas where we operate;
•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, natural disasters, casualty losses, severe weather patterns, such as freezing conditions, cyber or other attacks on our electronic systems, and other matters beyond our control which 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;
•the effects of future litigation or environmental liabilities that are not covered by insurance; and
•other factors discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K.

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Management's Discussion and Analysis
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.

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 economy continues to recover from the impact of the COVID-19 Pandemic, both globally and domestically. Improved consumer demand resulting from stabilization in cases of COVID-19 and decreasing mortality rates during much of the period and across much of the country, and corresponding to the availability of vaccines, have contributed to improvements in domestic refining margins. However, on February 24, 2022 Russia launched a military invasion on Ukraine (the "Russia-Ukraine war"). In response to the unprovoked invasion, among other sanctions imposed, many countries, including the US, have banned the import of Russian commodities, including oil and gas. Russia is one of the world's top oil and gas suppliers, responsible for providing more than 40% of the natural gas supply to Europe and more than 8% of the world's oil supply. To combat record high oil prices, the Biden administration recently announced the largest release of oil in U.S. history from the nation’s strategic stockpiles, followed by a smaller, but still sizable, release from European countries. While these events have contributed to additional uncertainty in the global market, it's impact on supply of crude oil and refined products has caused significant increases in demand for our customers' products which is expected to continue for much of 2022.
Management has actively responded to the continuing impact of these economic disruptions on our business. To the extent warranted, we continue to monitor the impact and implement measures to mitigate the risk. Such efforts include (but are not limited to) the following:
•Reviewing planned production throughputs at our refineries and planning for optimization of operations;
•Coordinating planned maintenance activities with possible downtime as a result of possible reductions in throughputs;
•Searching for additional storage capacity if needed to store potential builds in crude oil or refined product inventories;
•Finding additional suppliers for key or specialty items or securing inventory or priority status with existing vendors;
•Continued monitoring of capital expenditures;
•Suspending the share repurchase program and dividend distributions until our internal parameters are met for resuming such activities;
•Adopting modified remote working where possible and when immediate exposure risk warrants, and where on-site operations are required, taking appropriate safety precautions;
•Identifying alternative financing solutions as needed to enhance our access to sources of liquidity; and
•Enacting cost reduction measures across the organization, including reducing contract services, reducing overtime and other employee related costs, and reducing or eliminating non-critical travel.
The combination of these efforts has served to mitigate other negative factors impacting our cash flows and operations, and has improved our liquidity positioning, operational flexibility and ability to respond to the continued economic impact of the COVID-19 Pandemic, the Russia-Ukraine War, and other events.

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Management's Discussion and Analysis
See also 'Risk Factors' in Part I, Item 1A. of our Annual Report on Form 10-K for further discussion of risks associated with the COVID-19 Pandemic.
Our Reporting Segments and Assets
Our business consists of three reportable segments:

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. 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.

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 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.

Investments in Pipeline Joint Ventures

The Partnership owns a portion of three joint ventures (accounted for as equity method investments) that have constructed separate crude oil pipeline systems and related ancillary assets, which serve third parties and subsidiaries of Delek Holdings.
2022 Strategic Developments
Slurry Clarifying Services Agreement
We executed a series of agreements with DK Trading & Supply, LLC (“DKT&S”) and Alon Refining Krotz Springs, whereby the Partnership will operate and maintain a facility, located within the Krotz Springs, Louisiana refinery, to process slurry for DKT&S. Using a process that incorporates horizontal and vertical centrifuges, we will remove metals, ash, and other solids from the slurry. The clarified product can then be sold to DKT&S or one of its affiliates. As consideration for the processing services, we will receive a fixed rate per barrel processing fee in addition to a margin-based payment. The Partnership and DKT&S have agreed to a minimum delivery commitment volume to be processed in the facility. The initial term of the agreement is for a period of three years, and thereafter, will continue a year-to-year basis unless canceled by either party.
3 Bear Energy - New Mexico, LLC Acquisition
On April 8, 2022, DKL Delaware Gathering, LLC (the “Purchaser”), a subsidiary of the Partnership, entered into a Membership Interest Purchase Agreement with 3 Bear Energy – New Mexico LLC (the “Seller”) to purchase 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC (the “Purchased Interests”), related to Seller’s crude oil and gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin in New Mexico (the “Purchase Agreement”). The Partnership also entered into a guaranty agreement with the Seller in order to guaranty the payment obligations of the Purchaser under the Purchase Agreement.
The purchase price for the Purchased Interests is $624.7 million, subject to customary adjustments under the Purchase Agreement for net working capital and indebtedness. The Purchaser paid a deposit under the Purchase Agreement of approximately $31.2 million. The deposit may be retained by the Seller upon certain termination events described in the Purchase Agreement. At closing, the deposit will be applied to the purchase price to be paid under the Purchase Agreement.
The transactions contemplated by the Purchase Agreement are expected to close around mid-year 2022. The closing is subject to customary closing conditions set forth in the Purchase Agreement, including regulatory approvals. The Purchase Agreement also contains representations and warranties of the parties, indemnification obligations, termination rights, and other covenants and agreements.
Expansion of connectors project
In connection with the Permian Gathering System Acquisition (formerly known as the Big Spring Gathering Acquisition), we agreed to expend $33.8 million to construct additional Receipt Points to our gathering pipeline at the request of Delek Holdings producers with which we have dedicated acreage agreements, to be owned and operated by the Partnership. Such Receipt Points, once completed, result in

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Management's Discussion and Analysis
incremental pipeline revenues, subject to the minimum volume commitments and other terms of the throughput and deficiency commercial agreement with Delek Holdings, entered into in connection with this Acquisition. Additionally, both Delek Holdings and the Partnership continue to identify and secure dedicated acreage and producer agreements that require construction of receipt points and also provide the opportunity for additional pipeline volumes, but that are not required under the original commitment. Related to these incremental agreements, the Partnership has begun construction or otherwise separately committed to construct receipt points where the estimated remaining costs to complete totaled $45.8 million as of March 31, 2022, all of which is expected to be expended during 2022. See Note 12 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.
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, 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 25, 2022 for a discussion of our material commercial agreements with Delek Holdings.
Other Transactions
The Partnership manages long-term capital projects on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of gathering systems in the Permian Basin (the "Delek Permian Gathering Project"). The majority of the gathering systems has been constructed, however, additional costs pertaining to a pipeline connection that was not 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 the oversight of the project design, procurement and construction of project segments and for providing other related services. See Note 2 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:

■volumes (including pipeline throughput and terminal volumes)
■contribution margin per barrel
■operating and maintenance expenses
■cost of materials and other
■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;

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Management's Discussion and Analysis
•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.

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, except for the investments in pipeline joint ventures segment. 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"). 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 the fixed price ethanol agreements we enter into to fix the price we pay for ethanol.

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 said 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.

Financing

The Partnership has declared its intent to make a cash distribution to its unitholders at a distribution rate of $0.98 per unit for the quarter ended March 31, 2022 ($3.92 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 7 to the accompanying condensed consolidated financial statements for a discussion of historic cash distributions.
How We Evaluate Our Investments in Pipeline Joint Ventures
We make strategic investments in pipeline joint ventures generally when it provides an economic benefit in terms of pipeline access we can use for our existing or future customers and when we expect a rate of return that meets our internal investment criteria. Our existing

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Management's Discussion and Analysis
investments in pipeline joint ventures all provide a combination of strategic benefit and return on investment. The strategic benefit for each is described below:
•The RIO Pipeline is positioned in the Delaware basin and benefits from drilling activity in the area, while also offering producers and shippers connections to Midland, Texas takeaway pipelines;
•The Caddo Pipeline provides crude oil logistics connectivity for shippers from Longview, Texas area to Shreveport, Louisiana area; and
•The Red River Pipeline provides crude oil transportation and optionality from Cushing, Oklahoma to Longview, Texas area and connectivity to our Caddo JV along with DKL Paline pipeline for access to Gulf Coast markets. It also has additional expansion optionality.

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 three months ended March 31, 2022, the U.S. economic activity continued its recovery path resulting in increases in consumption and demand for crude oil and refined products, although heightened uncertainty still remains due to the on-going COVID-19 Pandemic and the spread of new variants of the virus. Compared to the three months ended March 31, 2021, crude oil prices during the three months ended March 31, 2022 were steadily increasing. The price of oil (WTI Cushing) closed at $100.28 per barrel on March 31, 2022, $41.12 per barrel higher than on March 31, 2021. The opening January 2022 price of oil (WTI Cushing) was $76.08 and reached the January 2022 high closing price of oil of $88.15 per barrel. Due to the sustained increase in oil prices, during the three months ended March 31, 2022, we experienced improved margins in the West Texas area, and better throughput for our assets with improved gross margins, when compared to the same period in 2021. We remain positively cautious about the recovery in demand and price of crude oil as it is not without volatility. The COVID-19 Pandemic, future OPEC+ decisions, global geopolitical and economic uncertainty continue to contribute to volatility in the financial and commodity markets. Our exposure to crude oil production, demand and commodity price fluctuations in our pipelines and transportation segment and our joint venture entities was limited due to minimum volume commitments under existing throughput contracts with customers, 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 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 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, demand for and prices of crude oil and related refined products increased as economic activity began to recover during 2021 due to the increase in vaccinations. As discussed above, the U.S. economic activity continues to recover and demand for and prices of crude oil and related refined products continued on the rise during the three months ended March 31, 2022, as consumption of oil increased, spurred by easing of COVID-19 related restrictions. Although we expect the direct effects from the pandemic on U.S. oil consumption to decrease, some consumption patterns may be more lasting, including increased working from home and changes in travel behavior, which could limit growth in gasoline and jet fuel consumption.
See the chart below for the high, low and average price per barrel of WTI crude oil for each of the quarterly periods in 2021 and for the quarterly period in 2022.

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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 2021 and for the quarterly period in 2022.

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Management's Discussion and Analysis

Contractual Obligations
There have been no material changes to our contractual obligations and commercial commitments during the three months ended March 31, 2022 from those disclosed in our Annual Report on Form 10-K.
Critical Accounting Estimates
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 estimates 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 estimates include estimates related to equity method investments impairment assessment.
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. 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

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Management's Discussion and Analysis
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.

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Management's Discussion and Analysis
Summary of 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 months ended March 31, 2022 and 2021, 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 March 31,
|  |  |  |  | 2022 |  | 2021
Net revenues: |  |  |  |  |  |  |
Pipelines and transportation |  |  |  |  | $ | 75,805 |  |  | $ | 64,975 |
Wholesale marketing and terminalling |  |  |  |  | 130,776 |  |  | 87,938 |
Total |  |  |  |  | 206,581 |  |  | 152,913 |
Operating costs and expenses: |  |  |  |  |  |  |
Cost of materials and other |  |  |  |  | 126,194 |  |  | 81,171 |
Operating expenses (excluding depreciation and amortization) |  |  |  |  | 18,107 |  |  | 14,811 |
General and administrative expenses |  |  |  |  | 5,095 |  |  | 4,105 |
Depreciation and amortization |  |  |  |  | 10,335 |  |  | 10,739 |
Other operating expense (income), net |  |  |  |  | 12 |  |  | (83) |
Total operating costs and expenses |  |  |  |  | 159,743 |  |  | 110,743 |
Operating income |  |  |  |  | 46,838 |  |  | 42,170 |
Interest expense, net |  |  |  |  | 14,250 |  |  | 9,737 |
Income from equity method investments |  |  |  |  | (7,026) |  |  | (4,049) |
Other (income) expense, net |  |  |  |  | (1) |  |  | 31 |
Total non-operating costs and expenses |  |  |  |  | 7,223 |  |  | 5,719 |
Income before income tax expense |  |  |  |  | 39,615 |  |  | 36,451 |
Income tax (benefit) expense |  |  |  |  | 101 |  |  | 184 |
Net income attributable to partners |  |  |  |  | $ | 39,514 |  |  | $ | 36,267 |
Comprehensive income attributable to partners |  |  |  |  | $ | 39,514 |  |  | $ | 36,267 |
EBITDA(1) |  |  |  |  | $ | 66,003 |  |  | $ | 58,730 |
Net income per limited partner unit: |  |  |  |  |  |  |
Common units - basic |  |  |  |  | $ | 0.91 |  |  | $ | 0.83 |
Common units - diluted |  |  |  |  | $ | 0.91 |  |  | $ | 0.83 |
Weighted average limited partner units outstanding: |  |  |  |  |  |  |
Common units - basic |  |  |  |  | 43,471,536 |  |  | 43,443,336 |
Common units - diluted |  |  |  |  | 43,481,572 |  |  | 43,449,059 |

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

31 |

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 March 31,
|  |  |  |  | 2022 |  | 2021
Net income |  |  |  |  | $ | 39,514 |  |  | $ | 36,267 |
Add: |  |  |  |  |  |  |
Income tax expense |  |  |  |  | 101 |  |  | 184 |
Depreciation and amortization |  |  |  |  | 10,335 |  |  | 10,739 |
Amortization of customer contract intangible assets |  |  |  |  | 1,803 |  |  | 1,803 |
Interest expense, net |  |  |  |  | 14,250 |  |  | 9,737 |
EBITDA (1) |  |  |  |  | $ | 66,003 |  |  | $ | 58,730 |

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

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

|  |  | Three Months Ended March 31,
|  |  |  |  | 2022 |  | 2021
Net cash provided by operating activities |  |  |  |  | $ | 47,920 |  |  | $ | 61,732 |
Changes in assets and liabilities |  |  |  |  | 6,012 |  |  | (10,863) |
Distributions from equity method investments in investing activities |  |  |  |  | 550 |  |  | 3,924 |
Non-cash lease expense |  |  |  |  | (1,798) |  |  | (2,018) |
Maintenance and regulatory capital expenditures (1) |  |  |  |  | (807) |  |  | (515) |
(Refund to) reimbursement from Delek Holdings for capital expenditures (2) |  |  |  |  | (15) |  |  | 359 |
Accretion of asset retirement obligations |  |  |  |  | (124) |  |  | (115) |
Deferred income taxes |  |  |  |  | — |  |  | (65) |
Other operating (expense) income, net |  |  |  |  | (12) |  |  | 83 |
Distributable cash flow (3) |  |  |  |  | $ | 51,726 |  |  | $ | 52,522 |

(1) | 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.
(2) | For the three month periods ended March 31, 2022 and 2021, Delek Holdings reimbursed us for certain capital expenditures pursuant to the terms of the Omnibus Agreement (as defined in Note 2 to our accompanying condensed consolidated financial statements).
(3) | For a definition of distributable cash flow, please see "Non-GAAP Measures" above.

32 |

Management's Discussion and Analysis
Results of Operations
Consolidated Results of Operations — Comparison of the three months ended March 31, 2022 compared to the three months ended March 31, 2021
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
|  |  | Three Months Ended March 31,
|  |  |  |  | 2022 |  | 2021
Net Revenues: |  |  |  |  |  |  |
Affiliates |  |  |  |  | $ | 123,754 |  |  | 96,194 |
Third-Party |  |  |  |  | 82,827 |  |  | 56,719 |
Total Consolidated |  |  |  |  | 206,581 |  |  | 152,913 |
Cost of materials and other |  |  |  |  | 126,194 |  |  | 81,171 |
Operating expenses (excluding depreciation and amortization presented below) |  |  |  |  | 18,107 |  |  | 14,811 |
Contribution margin |  |  |  |  | 62,280 |  |  | 56,931 |
General and administrative expenses |  |  |  |  | 5,095 |  |  | 4,105 |
Depreciation and amortization |  |  |  |  | 10,335 |  |  | 10,739 |
Other operating expense (income), net |  |  |  |  | 12 |  |  | (83) |
Operating income |  |  |  |  | $ | 46,838 |  |  | $ | 42,170 |

Net Revenues
Q1 2022 vs. Q1 2021
Net revenues increased by $53.7 million, or 35.1%, in the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily driven by the following:
•increases in the average sales prices per gallon of gasoline and diesel sold and average volume of diesel sold, partially offset by decrease in the average volume of gasoline sold in our West Texas marketing operations:
◦the average sales prices per gallon of gasoline and diesel sold increased by $0.94 per gallon and $1.25 per gallon, respectively; and
◦the average volume of gasoline sold decreased by 3.4 million gallons and the average volume of diesel sold increased by 2.5 million gallons.
•increases in pipeline throughputs, where the first quarter of 2021 were negatively impacted by severe weather events.

Cost of Materials and Other
Q1 2022 vs. Q1 2021
Cost of materials and other increased by $45.0 million, or 55.5%, in the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily driven by the following:
•increases in the average cost per gallon of gasoline and diesel sold and the average volume of diesel sold, partially offset by decrease in the average volume of gasoline sold in our West Texas marketing operations:
◦the average cost per gallon of gasoline and diesel sold increased by $0.97 per gallon and $1.25 per gallon, respectively; and
◦the average volume of gasoline sold decreased by 3.4 million gallons and the average volume of diesel sold increased by 2.5 million gallons.

33 |

Management's Discussion and Analysis
Operating Expenses
Q1 2022 vs. Q1 2021
Operating expenses increased by $3.3 million, or 22.3%, in the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily driven by the following:
•increases in employee and outside service costs; and
•increases in variable expenses such as maintenance and materials costs due to higher throughput.

General and Administrative Expenses
General and administrative expenses increased by $1.0 million, or 24.1%, in the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily driven by the following:
•increase in professional consulting fees; and
•increase in employee and outside services costs.

Depreciation and Amortization
Q1 2022 vs. Q1 2021
The changes in depreciation and amortization for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 were immaterial.

Interest Expense
Q1 2022 vs. Q1 2021
During the three months ended March 31, 2022 we incurred $14.3 million of interest expense, compared to $9.7 million during the three months ended March 31, 2021, an increase of $4.6 million, or 47.4%. This increase was primarily driven by the following:
•higher fixed rate interest on the 2028 Notes compared to our floating interest rates under the DKL Credit Facility; and
•increase in floating interest rates applicable to the DKL Credit Facility.

Results from Equity Method Investments
Q1 2022 vs. Q1 2021
During the three months ended March 31, 2022 we recognized income of $7.0 million from equity method investments, compared to $4.0 million for the three months ended March 31, 2021, an increase of $3.0 million, or 73.5%. This increase was primarily driven by the following:
•increase in income from our Red River and Caddo equity method investment due to higher throughput volumes and resulting revenue increases; and
•partially offset by decrease in income from Rio equity method investments.

34 |

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 10 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 Logistics Assets Acquisition
•assets acquired in the Permian Gathering Assets Acquisition
•assets acquired in the Trucking Assets Acquisition
In addition to these operating systems, we own or lease 264 tractors and 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 months ended March 31, 2022 and 2021:

Pipelines and Transportation
|  |  | Three Months Ended March 31,
|  |  |  |  | 2022 |  | 2021
Net Revenues: |  |  |  |  |  |  |
Affiliates |  |  |  |  | $ | 71,023 |  |  | $ | 63,048 |
Third-Party |  |  |  |  | 4,782 |  |  | 1,927 |
Total Pipelines and Transportation |  |  |  |  | 75,805 |  |  | 64,975 |
Cost of materials and other |  |  |  |  | 19,602 |  |  | 13,079 |
Operating expenses (excluding depreciation and amortization presented below) |  |  |  |  | 12,958 |  |  | 10,172 |
Segment contribution margin |  |  |  |  | $ | 43,245 |  |  | $ | 41,724 |

Throughputs (average bpd)
|  |  | Three Months Ended March 31,
|  |  |  |  | 2022 |  | 2021
El Dorado Assets: |  |  |  |  |  |  |
Crude pipelines (non-gathered) |  |  |  |  | 72,872 |  |  | 44,118 |
Refined products pipelines to Enterprise Systems |  |  |  |  | 59,522 |  |  | 26,349 |
El Dorado Gathering System |  |  |  |  | 16,156 |  |  | 11,880 |
East Texas Crude Logistics System |  |  |  |  | 16,056 |  |  | 26,075 |
Permian Gathering System (1) |  |  |  |  | 100,325 |  |  | 73,724 |
Plains Connection System |  |  |  |  | 162,007 |  |  | 108,361 |
Trucking Assets |  |  |  |  | 9,306 |  |  | 10,187 |

(1) Formerly known as the Big Spring Gathering System. Excludes volumes that are being temporarily transported via trucks while connectors are under construction.

35 |

Management's Discussion and Analysis
Comparison of the three months ended March 31, 2022 compared to the three months ended March 31, 2021
Net Revenues
Q1 2022 vs. Q1 2021
Net revenues for the pipelines and transportation segment increased by $10.8 million, or 16.7%, in the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily driven by the following:
•increased revenues associated with the Slurry Clarifying Services Agreement, which was effective January 1, 2022;
•increases in throughputs due to the impact of the severe freezing conditions that affected most of the regions where we operate and increases in throughputs at the Paline Pipeline due to scheduled pipeline maintenance during three months ended March 31, 2021 compared to the three months ended March 31, 2022; and
•increased revenues at our BSR Crude Pipeline, as a result of Luther Station becoming operational in 2021.

Cost of Materials and Other
Q1 2022 vs. Q1 2021
Cost of materials and other for the pipelines and transportation segment increased by $6.5 million, or 49.9%, in the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily driven by the following:
•increases in driver wages and benefits and fuel expense proportionate to increases in fees, insurance, supplies and maintenance expenses.

Operating Expenses
Q1 2022 vs. Q1 2021
Operating expenses for the pipelines and transportation segment increased by $2.8 million, or 27.4%, in the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily driven by the following:
•increases in employee and outside service costs.

Contribution Margin
Q1 2022 vs. Q1 2021
Contribution margin for the pipelines and transportation segment increased by $1.5 million, or 3.6%, in the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily driven by the following:
•increases in revenue due to higher throughput volumes as explained above; and
•partially offset by increases in operating expenses.

36 |

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 months ended March 31, 2022 and 2021:

Wholesale Marketing and Terminalling
|  |  | Three Months Ended March 31,
|  |  |  |  | 2022 |  | 2021
Net Revenues: |  |  |  |  |  |  |
Affiliates |  |  |  |  | $ | 52,731 |  |  | $ | 33,146 |
Third-Party |  |  |  |  | 78,045 |  |  | 54,792 |
Total Wholesale Marketing and Terminalling |  |  |  |  | 130,776 |  |  | 87,938 |
Cost of materials and other |  |  |  |  | 106,592 |  |  | 68,092 |
Operating expenses (excluding depreciation and amortization presented below) |  |  |  |  | 5,149 |  |  | 4,639 |
Segment contribution margin |  |  |  |  | $ | 19,035 |  |  | $ | 15,207 |

Operating Information
|  |  | Three Months Ended March 31,
|  |  |  |  | 2022 |  | 2021
East Texas - Tyler Refinery sales volumes (average bpd) (1) |  |  |  |  | 70,578 |  |  | 71,963 |
Big Spring marketing throughputs (average bpd) |  |  |  |  | 75,549 |  |  | 72,927 |
West Texas marketing throughputs (average bpd) |  |  |  |  | 9,913 |  |  | 10,138 |
West Texas gross margin per barrel |  |  |  |  | $ | 3.04 |  |  | $ | 3.42 |
Terminalling throughputs (average bpd) (2) |  |  |  |  | 137,622 |  |  | 144,539 |

(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 months ended March 31, 2022 compared to the three months ended March 31, 2021
Net Revenues
Q1 2022 vs. Q1 2021
Net revenues for the wholesale marketing and terminalling segment increased by $42.8 million, or 48.7%, in the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily driven by the following:
•increases in the average sales prices per gallon of gasoline and diesel sold and the average volume of diesel sold, partially offset by decrease in the average volume of gasoline sold in our West Texas marketing operations:
◦the average sales prices per gallon of gasoline and diesel sold increased by $0.94 per gallon and $1.25 per gallon, respectively; and
◦the average volume of gasoline sold decreased by 3.4 million gallons and the average volume of diesel sold increased by 2.5 million gallons.

37 |

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
Q1 2022 vs. Q1 2021
Cost of materials and other for our wholesale marketing and terminalling segment increased by $38.5 million, or 56.5%, in the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily driven by the following:
•increases in the average cost per gallon of gasoline and diesel sold and the average volume of diesel sold, partially offset by decrease in the average volume of gasoline sold in our West Texas marketing operations:
◦the average cost per gallon of gasoline and diesel sold increased by $0.97 per gallon and $1.25 per gallon, respectively; and
◦the average volume of gasoline sold decreased by 3.4 million gallons and the average volume of diesel sold increased by 2.5 million gallons.
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 months ended March 31, 2022 and 2021. Refer to the Refined Products Volume chart above for a summary of volumes impacting our West Texas operations.

38 |

Management's Discussion and Analysis
Operating Expenses
Q1 2022 vs. Q1 2021
Changes in operating expenses for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 were immaterial.

Contribution Margin
Q1 2022 vs. Q1 2021
The increase of $3.8 million, or 25.2%, in contribution margin for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 was due to the following:
•increases in revenue due to increases in average sales prices per gallon of diesel and gasoline sold; and
•partially offset by increases in cost of materials and other due to increases in average cost per gallon of diesel and gasoline sold and increases in operating expenses.

Investments in Pipeline Joint Ventures Segment
The Investments in Pipeline Joint Venture segment relates to equity method accounted strategic Joint Venture investments which support the Delek Holdings operations in terms of offering connection to takeaway pipelines, alternative crude supply sources and flow of high quality crude oil to the Delek Holdings refining system. As a result, Delek Holdings is a major shipper and customer on certain of the Joint Venture pipelines, with minimum volume commitment ("MVC") agreements, which cushion the Joint Venture entities during periods of low activity as recently experienced due to the impact of COVID-19 Pandemic and impact of the extreme weather events. The other Joint Venture owners are usually major shippers on the pipelines resulting in a majority of the revenue of the Joint Venture entities coming from MVC agreements with related entities.
Investments in pipeline joint ventures segment include the Partnership's joint ventures investments described in Note 9 to our accompanying condensed consolidated financial statements.
Refer to Consolidated Results of Operations above for details and discussion of the investments in pipeline joint ventures segment for the quarter ended March 31, 2022.
Liquidity and Capital Resources
Source of Capital
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 March 31, 2022 our total liquidity amounted to $588.6 million, comprised of $585.9 million in unused credit commitments under the DKL Credit Facility and $2.7 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 quarterly cash distributions and operational capital expenditures, and we expect the same 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, 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

39 |

Management's Discussion and Analysis
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.
If market conditions were to change, for instance due to the uncertainty created by the COVID-19 Pandemic or the Russia - Ukraine War, and our revenue was reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be unfavorably impacted.
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 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 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 March 31, 2022. After considering the potential effect of the uncertainty created by the COVID-19 Pandemic on our operations, we currently expect to remain in compliance with our debt covenants. See Note 6 to our accompanying condensed consolidated financial statements for a complete discussion of our third-party indebtedness.
Cash Distributions
On April 25, 2022, the board of directors of our general partner declared a distribution of $0.98 per common unit (the "Distribution"), which equates to approximately $42,604 per quarter, based on the number of common units expected to be outstanding as of May 5, 2022. The Distribution is expected to be paid on May 12, 2022 to common unitholders of record on May 5, 2022 and represents a 6.5% increase over the first quarter 2021 distribution. We have set a distribution growth guidance of 5% for the full year 2022. 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.
The table below summarizes the quarterly distributions related to the periods indicated:

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
March 31, 2021 |  | $ | 0.920 |  |  | $ | 3.68 |  |  | $ | 39,968 |  |  | May 14, 2021 |  | May 10, 2021
June 30, 2021 |  | $ | 0.940 |  |  | $ | 3.76 |  |  | $ | 40,846 |  |  | August 11, 2021 |  | August 5, 2021
September 30, 2021 |  | $ | 0.950 |  |  | $ | 3.80 |  |  | $ | 41,286 |  |  | November 10, 2021 |  | November 5, 2021
December 31, 2021 |  | $ | 0.975 |  |  | $ | 3.90 |  |  | $ | 42,384 |  |  | February 8, 2022 |  | February 1, 2022
March 31, 2022 |  | $ | 0.980 |  |  | $ | 3.92 |  |  | $ | 42,604 |  |  | May 12, 2022 (1) |  | May 5, 2022

(1) Expected date of distribution.

Cash Flows
The following table sets forth a summary of our consolidated cash flows for the three months ended March 31, 2022 and 2021 (in thousands):

| Three Months Ended March 31,
| 2022 |  | 2021
Net cash provided by operating activities | $ | 47,920 |  |  | $ | 61,732 |
Net cash used in investing activities | (12,476) |  |  | (3,965) |
Net cash (used in) provided by financing activities | (37,010) |  |  | (48,633) |
Net (decrease) increase in cash and cash equivalents | $ | (1,566) |  |  | $ | 9,134 |

40 |

Management's Discussion and Analysis
Operating Activities
Net cash provided by operating activities was $47.9 million for the three months ended March 31, 2022, compared to $61.7 million for the three months ended March 31, 2021, resulting in a $13.8 million decrease in net cash provided by operating activities. The cash receipts from customer activities increased by $45.5 million and cash payments to suppliers and for allocations from Delek Holdings for salaries increased by $65.0 million. In addition, cash dividends received from equity method investments increased by $2.9 million and cash paid for debt interest decreased by $2.8 million.
Investing Activities
Net cash used in investing activities increased by $8.5 million during the three months ended March 31, 2022 compared to the three months ended March 31, 2021. There were additions to property, plant and equipment amounting to $10.6 million, purchases of intangible assets amounting to $2.4 million and distributions from equity method investments amounting $0.6 million during the three months ended March 31, 2022 compared to additions to property, plant and equipment amounting to $6.1 million, purchases of intangible assets amounting to $0.5 million and distributions from equity method investments amounting to $3.9 million during the three months ended March 31, 2021. Additionally, there were no contributions to our equity method investments during the three months ended March 31, 2022 compared to $1.4 million during the three months ended March 31, 2021.
Financing Activities
Net cash used in financing activities amounted to $37.0 million during the three months ended March 31, 2022 compared to $48.6 million net cash provided by financing activities during the three months ended March 31, 2021. We borrowed $6.1 million under the revolving credit facility during the three months ended March 31, 2022, compared to repayments of $9.1 million under the revolving credit facility during the three months ended March 31, 2021. We paid quarterly cash distributions totaling $42.4 million during the three months ended March 31, 2022, compared to quarterly cash distributions totaling $39.5 million during the three months ended March 31, 2021. In addition, we made payments on finance lease liability in the amount of $0.7 million during the three months ended March 31, 2022 with no comparable activity during the three months ended March 31, 2021.
Debt Overview
As of March 31, 2022, we had total indebtedness of $905.5 million comprised of $264.1 million under the amended and restated senior secured revolving agreement (the "DKL Credit Facility"), $246.9 million of 6.75% senior notes due 2025 (the “2025 Notes”), net of deferred financing costs and original issue discount, and $394.5 million of the 2028 Notes, net of deferred financing costs. Deferred financing costs and original issue discount on the 2025 Notes amounted to $2.3 million and $0.7 million, respectively. Deferred financing costs on the 2028 Notes amounted to $5.5 million. The increase of $6.1 million in our long-term debt balance compared to the balance at December 31, 2021 resulted primarily from the borrowings under the DKL Credit Facility during the three months ended March 31, 2022:
•An aggregate principal amount of $264.1 million under the DKL Credit Facility ("revolving credit facility"), due on September 28, 2023, with an average borrowing rate of 2.67%.
•An aggregate principal amount of $246.9 million, under the 2025 Notes (6.75% senior notes), due in 2025, with an effective interest rate of 7.20%.
•An aggregate principal amount of $394.5 million, under the 2028 Notes (7.125% senior notes), due in 2028, with an effective interest rate of 7.05%.
We believe we were in compliance with the covenants in all of our debt facilities as of March 31, 2022. See Note 6 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.

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Management's Discussion and Analysis
Equity Units Overview
On April 14, 2022, we filed a shelf registration statement with the SEC, which was declared effective on April 29, 2022, which provides the Partnership the ability to offer up to $200.0 million of our common limited partner units from time to time and through one or more methods of distribution, subject to market conditions and our capital needs.
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 three months ended March 31, 2022 and planned capital expenditures for the full year 2022 by segment and by major category (in thousands):

| Full Year 2022 Forecast |  | Three Months Ended March 31, 2022
Pipelines and Transportation
Regulatory (2) | $ | 5,265 |  |  | $ | 1,251 |
Maintenance (1) | 5,780 |  |  | 29 |
Discretionary projects (2) | 58,823 |  |  | 6,869 |
Pipelines and transportation segment total (4) | $ | 69,868 |  |  | $ | 8,149 |
Wholesale Marketing and Terminalling
Regulatory (3) | $ | 2,292 |  |  | $ | 792 |
Maintenance (1) | 215 |  |  | — |
Discretionary (3) | 225 |  |  | 145 |
Wholesale marketing and terminalling segment total (4) | $ | 2,732 |  |  | $ | 937 |
Total capital spending (4) | $ | 72,600 |  |  | $ | 9,086 |

(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 2 to our accompanying condensed consolidated financial statements).
(2) The majority of the $5.3 million and $5.8 million budgeted for regulatory and maintenance projects in the pipelines and transportation segment is expected to be spent on certain of our pipelines to maintain their operational integrity and scheduled maintenance and improvements on our assets. The majority of the $58.8 million for discretionary projects in the pipelines and transportation segment is expected to be spent on development of our DPG assets. These expenditures have historically been and will continue to be financed through cash generated from operations.
(3) The majority of the $2.3 million budgeted for regulatory projects in the wholesale marketing and terminalling segment relates to scheduled maintenance and improvements on our terminalling tanks and racks at certain of our terminals. These expenditures have historically been and will continue to be financed through cash generated from operations.
(4) There were no capital contributions to equity method investments for the three months ended March 31, 2022.

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

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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 March 31, 2022 would be to change interest expense by approximately $2.6 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 Financial Conduct Authority, which regulates LIBOR, discontinued the reporting of certain LIBOR rates on December 31, 2021 and has publicly announced that it intends to discontinue all USD LIBOR rates after June 2023. Certain of our agreements use LIBOR as a “benchmark” or “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 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 first quarter of 2022 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.

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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 12 to our accompanying condensed consolidated financial statements, which is incorporated by reference in this Item 1, for additional information.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors identified in the Partnership’s fiscal 2021 Annual Report on Form 10-K except as set forth below:
We may be unsuccessful in integrating the operations of the assets we have acquired or may acquire with our operations, and in realizing all or any part of the anticipated benefits of any such acquisitions.
From time to time, we evaluate and acquire assets and businesses that we believe complement our existing assets and businesses. Acquisitions may require substantial capital or the incurrence of substantial indebtedness. Our capitalization and results of operations may change significantly as a result of completed or future acquisitions. Acquisitions and business expansions involve numerous risks, including difficulties in the assimilation of the assets and operations of the acquired businesses, inefficiencies and difficulties that arise because of unfamiliarity with new assets and the businesses associated with them, and new geographic areas and the diversion of management's attention from other business concerns. Further, unexpected costs and challenges may arise whenever businesses with different operations or management are combined, and we may experience unanticipated delays in realizing the benefits of an acquisition. Also, following an acquisition, we may discover previously unknown liabilities associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions.
On April 11, 2022, we entered into a definitive purchase agreement for the acquisition of 100% of the equity interests of 3Bear Delaware Holding – NM, LLC (the “3Bear Transaction”), an indirect subsidiary of 3Bear Energy, LLC (“3Bear”). The Partnership is executing the transaction through a newly formed, wholly owned subsidiary, DKL Delaware Gathering, LLC. We expect the 3Bear Transaction to close around mid-year 2022, subject to closing conditions. If these conditions are not satisfied or waived, the 3Bear Transaction will not be consummated. If the closing of the 3Bear Transaction is substantially delayed or does not occur at all, or if the terms of the acquisition are required to be modified substantially, we may not realize the anticipated benefits of the acquisition fully or at all, or they may take longer to realize than expected.
In order to complete the 3Bear Transaction, and 3Bear must obtain certain governmental approvals, and if such approvals are not granted or are granted with conditions that become applicable to the parties, completion of the transactions may be jeopardized or prevented or the anticipated of the transactions could be reduced.
The 3Bear Transaction will require the management to devote significant attention and resources to integrating the 3Bear business with our business. Potential difficulties that may be encountered in the integration process include, among others:
•the inability to successfully integrate the 3Bear business into our business in a manner that permits us to achieve the revenue and cost savings that we announced as anticipated from the acquisition;
•complexities associated with managing the larger, integrated business;
•potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the acquisition;
•integrating personnel from the two companies while maintaining focus on providing consistent, high-quality products and services;
•loss of key employees;
•integrating relationships with customers, vendors and business partners;
•performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the acquisition and integration of 3Bear’s operations into DKL; and
•the disruption or loss in momentum in, each company’s ongoing business or inconsistencies in standards, controls, procedures and policies.
Delays or difficulties in the integration process could adversely affect our business, financial results, financial condition and common unit price. Even if we are able to integrate our business operations successfully, there can be no assurance that the integration will result in the

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realization of the full benefits of synergies, cost savings, innovation and operational efficiencies that we currently expect or have communicated from this integration or that these benefits will be achieved within the anticipated timeframe.
The Russia-Ukraine War, and events occurring in response thereto, including sanctions brought by the United States and other countries against Russia and any expansion of hostilities, may have an adverse impact on our business, our future results of operations, and our overall financial performance.
The effects of the military conflict that began with the Russian invasion of Ukraine in February 2022 on our business, financial condition, and results of operations are impossible to predict. Sanctions brought by the United States and other countries against Russia, any escalation of the conflict, including the regional or global expansion of hostilities, and other future developments could significantly affect the global economy, lead to market volatility and supply chain disruptions, have an adverse impact on energy prices, including prices for crude oil, other feedstocks, and refined petroleum products, have an adverse impact on the margins from our petroleum product marketing operations, and have a material adverse effect on our business, financial condition, and results of operations.
ITEM 5. OTHER INFORMATION
As previously reported on March 28, 2022, the board of directors of our general partner appointed Avigal Soreq to serve as the President of our general partner, succeeding Ezra Uzi Yemin as President as he transitions to the role of Executive Chairman of the board of directors of our general partner. This transition will take place on June 9, 2022.
ITEM 6. EXHIBITS

Exhibit No. |  | Description
2.1 |  |  | Membership Interest Purchase Agreement, dated as of April 8, 2022, by and between 3 Bear Energy - New Mexico LLC and DKL Delaware Gathering, LLC (incorporated by reference to Exhibit 2.1 to the Partnership's Current Report on Form 8-K filed on April 11, 2022).
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 March 31, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2022 and 2021 (Unaudited), (iii) Condensed Consolidated Statement of Partners' Equity (Deficit) for the three months ended March 31, 2022 and 2021 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (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 March 31, 2022 has been formatted in Inline XBRL.

# |  | Filed herewith
## |  | Furnished herewith

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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/ Robert Wright
| Robert Wright
| Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

Dated: August 10, 2022

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