Equity

6 Months Ended

Jun. 30, 2020

We had 8,687,371 common limited partner units held by the public outstanding as of June 30, 2020. Additionally, as of June 30, 2020, Delek Holdings owned a 69.1% interest in us, consisting of 20,745,868 common limited partner units (representing a 70.5% interest), and a 94.8% interest in our general partner, which owns the entire 2.0% general partner interest consisting of 600,678 general partner units. During the second quarter of 2020, Delek Holdings purchased 0.2% in our general partner from an affiliate at fair market value. As of June 30, 2020, affiliates, who are also members of our general partner's management and board of directors, own the remaining 5.2% interest in our general partner.

Equity Activity

The table below summarizes the changes in the number of units outstanding from December 31, 2019 through June 30, 2020.



	Common - Public		Common - Delek Holdings	General Partner	Total
Balance at December 31, 2019	9,131,579		15,294,046	498,482	24,924,107
General partner units issued to maintain 2% interest	—		—	102,196	102,196
Unit-based compensation awards ⁽¹⁾	7,614		—	—	7,614
Big Spring Gathering Assets Acquisition equity issuance	—		5,000,000	—	5,000,000
Delek Holdings Unit purchases from public	(451,822	)	451,822	—	—
Balance at June 30, 2020	8,687,371		20,745,868	600,678	30,033,917

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

Issuance of Additional Securities

Our Partnership Agreement authorizes us to issue an unlimited number of additional partnership securities for the consideration and on the terms and conditions determined by our general partner without the approval of the unitholders. Costs associated with the issuance of securities are allocated to all unitholders' capital accounts based on their ownership interest at the time of issuance.

Allocations of Net Income

Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders and our general partner. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect to priority income allocations in an amount equal to incentive cash distributions allocated 100% to our general partner.

The following table presents the allocation of the general partner's interest in net income (in thousands, except percentage of ownership interest):



	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Net income attributable to partners	$	44,415		$	24,885		$	72,211		$	44,581
Less: General partner's IDRs	(8,937		)	(7,736		)	(17,632		)	(14,751		)
Net income available to partners	$	35,478		$	17,149		$	54,579		$	29,830
General partner's ownership interest	2.0		%	2.0		%	2.0		%	2.0		%
General partner's allocated interest in net income	$	710		$	343		1,092			$	597
General partner's IDRs	8,937			7,736			17,632			14,751
Total general partner's interest in net income	$	9,647		$	8,079		$	18,724		$	15,348

Incentive Distribution Rights

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

Pursuant to Amendment No. 2 to the Partnership Agreement, an agreement was reached for a waiver of distributions in respect of the IDRs associated with the 5.0 million Additional Units for at least two years, through at least the distribution for the quarter ending March 31, 2022 (the "IDR Waiver"). The IDR Waiver essentially reduces the distribution made to the holders of the IDRs during this period, as the holders would not receive a share of the distribution made on the Additional Units. An additional waiver letter was signed that waived all of the distributions for the first quarter of 2020 on the Additional Units with respect to base distributions and the IDRs. Refer to Note 3 for additional details.

Cash Distributions

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



Quarter Ended	Total Quarterly Distribution Per Limited Partner Unit		Total Quarterly Distribution Per Limited Partner Unit, Annualized		Total Cash Distribution, including general partner interest and IDRs (in thousands)		Date of Distribution	Unitholders Record Date
June 30, 2019	$	0.850	$	3.40	$	28,914	August 13, 2019	August 5, 2019
September 30, 2019	$	0.880	$	3.52	$	30,379	November 12, 2019	November 4, 2019
December 31, 2019	$	0.885	$	3.54	$	30,634	February 12, 2020	February 4, 2020
March 31, 2020	$	0.890	$	3.56	$	30,878	May 12, 2020	May 5, 2020
June 30, 2020	$	0.900	$	3.60	$	35,969	August 12, 2020 ⁽¹⁾	August 7, 2020

⁽¹⁾ Expected date of distribution.

The allocations of total quarterly cash distributions made to general and limited partners for the three and six months ended June 30, 2020 and 2019 are set forth in the table below. Distributions earned with respect to a given period are declared subsequent to quarter end. Therefore, the table below presents total cash distributions applicable to the period in which the distributions are earned (in thousands, except per unit amounts):



	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
General partner's distributions:
General partner's distributions	$	542	$	424	$	986	$	832
General partner's IDRs	8,937		7,736		17,632		14,751
Total general partner's distributions	9,479		8,160		18,618		15,583

Limited partners' distributions:
Common limited partners' distributions	26,490		20,754		48,229		40,769

Total cash distributions	$	35,969	$	28,914	$	66,847	$	56,352

Cash distributions per limited partner unit	$	0.900	$	0.850	$	1.790	$	1.670