Acquisitions | Acquisitions Acquisitions from Delek El Dorado Offloading Racks Acquisition On March 31, 2015 , the Partnership completed the El Dorado Offloading Racks Acquisition and acquired the El Dorado Assets. The purchase price paid for the El Dorado Assets was $42.5 million in cash financed with borrowings under the Partnership's amended and restated senior secured revolving credit facility. Tyler Crude Tank Acquisition On March 31, 2015 , the Partnership completed the Tyler Crude Tank Acquisition and acquired the Tyler Assets, including the Tyler Crude Tank. The purchase price paid for the Tyler Assets was $19.4 million in cash financed with borrowings under the Partnership's amended and restated senior secured revolving credit facility. El Dorado Acquisition On February 10, 2014 , the Partnership completed the El Dorado Acquisition and acquired the El Dorado Terminal and Tank Assets. The purchase price paid for these assets was approximately $95.9 million in cash. Financial Results of the El Dorado Assets, the Tyler Assets and the El Dorado Terminal and Tank Assets The acquisitions of the El Dorado Assets, the Tyler Assets and the El Dorado Terminal and Tank Assets, were considered transfers of businesses between entities under common control. Accordingly, the El Dorado Offloading Racks Acquisition, the Tyler Crude Tank Acquisition and the El Dorado Acquisition, were recorded at amounts based on Delek's historical carrying values as of each respective acquisition date, which were $7.6 million as of March 31, 2015 , $11.6 million as of March 31, 2015 and $25.2 million as of February 10, 2014 , respectively. Our historical financial statements have been retrospectively adjusted to reflect the results of operations, financial position, cash flows and equity attributable to the El Dorado Assets, the Tyler Assets and the El Dorado Terminal and Tank Assets, as if we owned the assets for all periods presented. The results of the El Dorado Terminal are included in the wholesale marketing and terminalling segment, and the results of the El Dorado Assets, the Tyler Assets and the El Dorado Tank Assets, are included in the pipelines and transportation segment. The results of the El Dorado Assets' and the Tyler Assets' operations prior to the completion of the El Dorado Offloading Racks Acquisition and the Tyler Crude Tank Acquisition on March 31, 2015 have been included in the El Dorado Assets Predecessor results and the Tyler Assets Predecessor results in the tables below. The results of the El Dorado Assets' and Tyler Assets' operations subsequent to March 31, 2015 , have been included in the Partnership's results. The results of the El Dorado Terminal and Tank Assets' operations prior to the completion of the El Dorado Acquisition on February 10, 2014 have been included in the El Dorado Predecessor results in the tables below. The results of the El Dorado Terminal and Tank Assets' operations subsequent to February 10, 2014 , have been included in the Partnership's results. The tables on the following pages present our results of operations, the effect of including the results of the Logistics Assets and the El Dorado Terminal and Tank Assets and the adjusted total amounts included in our condensed consolidated financial statements. Condensed Combined Balance Sheet Delek Logistics Partners, LP El Dorado Assets (El Dorado Assets Predecessor) Tyler Assets (Tyler Assets Predecessor) December 31, 2014 (In thousands) ASSETS Current Assets: Cash and cash equivalents $ 1,861 $ — $ — $ 1,861 Accounts receivable 27,986 — — 27,986 Inventory 10,316 — — 10,316 Deferred tax assets 28 — — 28 Other current assets 768 — — 768 Total current assets 40,959 — — 40,959 Property, plant and equipment: Property, plant and equipment 288,045 8,267 11,776 308,088 Less: accumulated depreciation (52,992 ) (317 ) — (53,309 ) Property, plant and equipment, net 235,053 7,950 11,776 254,779 Goodwill 11,654 — — 11,654 Intangible assets, net 16,520 — — 16,520 Other non-current assets 7,374 — — 7,374 Total assets $ 311,560 $ 7,950 $ 11,776 $ 331,286 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 17,929 $ — $ — $ 17,929 Accounts payable to related parties 628 — — 628 Excise and other taxes payable 5,443 — — 5,443 Tank inspection liabilities 2,829 — — 2,829 Pipeline release liabilities 1,899 — — 1,899 Accrued expenses and other current liabilities 1,588 — — 1,588 Total current liabilities 30,316 — — 30,316 Non-current liabilities: Revolving credit facility 251,750 — — 251,750 Asset retirement obligations 3,319 — — 3,319 Deferred tax liabilities 231 — — 231 Other non-current liabilities 5,889 — — 5,889 Total non-current liabilities 261,189 — — 261,189 Equity: Predecessors division equity — 7,950 11,776 19,726 Common unitholders - public (9,417,189 units issued and outstanding) 194,737 — — 194,737 Common unitholders - Delek (2,799,258 units issued and outstanding) (241,112 ) — — (241,112 ) Subordinated unitholders - Delek (11,999,258 units issued and outstanding) 73,515 — — 73,515 General Partner unitholders - Delek (494,197 units issued and outstanding) (7,085 ) — — (7,085 ) Total equity 20,055 7,950 11,776 39,781 Total liabilities and equity $ 311,560 $ 7,950 $ 11,776 $ 331,286 Condensed Combined Statements of Operations Delek Logistics Partners, LP El Dorado Assets (El Dorado Assets Predecessor) Tyler Assets (Tyler Assets Predecessor) Nine Months Ended September 30, 2015 (In thousands) Net Sales $ 480,738 $ — $ — $ 480,738 Operating costs and expenses: Cost of goods sold 365,286 — — 365,286 Operating expenses 33,024 167 — 33,191 General and administrative expenses 9,094 — — 9,094 Depreciation and amortization 13,315 372 98 13,785 Gain on asset disposals (18 ) — — (18 ) Total operating costs and expenses 420,701 539 98 421,338 Operating income (loss) 60,037 (539 ) (98 ) 59,400 Interest expense, net 7,616 — — 7,616 Loss on equity method investments 442 — — 442 Total non-operating costs and expenses 8,058 — — 8,058 Net income (loss) before income tax expense 51,979 (539 ) (98 ) 51,342 Income tax expense 426 — — 426 Net income (loss) 51,553 (539 ) (98 ) 50,916 Less: loss attributable to Predecessors — (539 ) (98 ) (637 ) Net income attributable to partners $ 51,553 $ — $ — $ 51,553 Delek Logistics Partners, LP El Dorado Assets (El Dorado Assets Predecessor) Three Months Ended September 30, 2014 (1) (In thousands) Net Sales $ 228,036 $ — $ 228,036 Operating costs and expenses: Cost of goods sold 194,133 — 194,133 Operating expenses 10,213 148 10,361 General and administrative expenses 2,453 — 2,453 Depreciation and amortization 3,749 98 3,847 Total operating costs and expenses 210,548 246 210,794 Operating income (loss) 17,488 (246 ) 17,242 Interest expense, net 2,226 — 2,226 Net income (loss) before income tax expense 15,262 (246 ) 15,016 Income tax expense 177 — 177 Net income (loss) 15,085 (246 ) 14,839 Less: loss attributable to Predecessors — (246 ) (246 ) Net income attributable to partners $ 15,085 $ — $ 15,085 Delek Logistics Partners, LP El Dorado Assets El Dorado Terminal and Tank Assets Nine Months Ended September 30, 2014 (1) (In thousands) Net Sales $ 667,906 $ — $ — $ 667,906 Operating costs and expenses: Cost of goods sold 562,916 — — 562,916 Operating expenses 28,293 500 783 29,576 General and administrative expenses 7,312 — 46 7,358 Depreciation and amortization 10,644 189 114 10,947 Loss on asset disposals 74 — — 74 Total operating costs and expenses 609,239 689 943 610,871 Operating income (loss) 58,667 (689 ) (943 ) 57,035 Interest expense, net 6,551 — — 6,551 Net income (loss) before income tax expense 52,116 (689 ) (943 ) 50,484 Income tax expense 605 — — 605 Net income (loss) 51,511 (689 ) (943 ) 49,879 Less: loss attributable to Predecessors — (689 ) (943 ) (1,632 ) Net income attributable to partners $ 51,511 $ — $ — $ 51,511 (1) There were no expenses associated with the Tyler Assets Predecessor included in our condensed consolidated financial statements for the three and nine months ended September 30, 2014 , as the Tyler Assets were not fully constructed and were not placed into service until January 2015. Acquisitions from Third Parties Trucking Assets Acquisition On December 17, 2014 , through a new subsidiary, DKL Transportation, LLC, we completed the purchase of substantially all of the assets of Frank Thompson Transport, Inc. ("FTT"), a company that primarily hauled crude oil and asphalt products by transport truck, to complement our existing assets and increase our overall third party business. The assets purchased from FTT include approximately 131 trucks and 204 trailers (the "FTT Assets"). Terminal and Pipeline Acquisition On October 1, 2014 , we completed the purchase from an affiliate of Magellan Midstream Partners, LP of (i) a light products terminal in Mount Pleasant, Texas (the "Mount Pleasant Terminal"), (ii) a light products storage facility in Greenville, Texas (the "Greenville Storage Facility"), (iii) a 76-mile pipeline connecting the locations (the "Greenville-Mount Pleasant Pipeline") and (iv) finished product and other related inventory. The Mount Pleasant Terminal, the Greenville Storage Facility and the Greenville-Mount Pleasant Pipeline are hereinafter collectively referred to as the "Greenville-Mount Pleasant Assets." The Mount Pleasant Terminal has approximately 200,000 barrels of light product storage capacity, three truck loading lanes and ethanol blending capability. The Greenville Storage Facility has approximately 325,000 barrels of storage capacity and is connected to the Explorer Pipeline System, which is a common carrier pipeline owned by a third party. We acquired the Greenville-Mount Pleasant Assets to complement our existing assets and provide enhanced logistical capabilities. Purchase Price Allocations - Acquisitions from Third Parties The following table summarizes the allocation of the aggregate purchase price for each of the third party acquisitions described above (in thousands): FTT Assets (1) Greenville-Mount Pleasant Assets (2) Property, plant and equipment $ 11,145 $ 4,829 Intangible assets — 5,171 Inventory — 1,125 Accounts receivable 1,901 — Accounts payable (1,121 ) — Total $ 11,925 $ 11,125 (1) During the nine months ended September 30, 2015 , we adjusted our previously disclosed purchase price allocation and certain of the acquisition date fair values in connection with working capital adjustments and an additional $0.4 million of consideration paid for additional assets. The property, plant and equipment, accounts receivable and accounts payable valuation are subject to change during the purchase price allocation period. (2) During the nine months ended September 30, 2015 , we finalized our purchase price allocation and adjusted certain of the acquisition date fair values previously disclosed. Pro Forma Financial Information - Acquisitions from Third Parties Below are the unaudited pro forma consolidated results of operations of the Partnership for the three and nine months ended September 30, 2014 , as if these acquisitions had independently occurred on January 1, 2014 (in thousands): Three Months Ended Nine Months Ended September 30, 2014 September 30, 2014 FTT Assets: Net sales $ 231,699 $ 678,331 Net income $ 15,070 $ 50,488 Greenville-Mount Pleasant Assets: Net sales $ 228,208 $ 668,423 Net income $ 14,729 $ 49,551 |