UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ______________________________________________________________________________________

FORM 10-Q

 ______________________________________________________________________________________

(Mark One)

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

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: 1-32225

  _____________________________________________________________________________________

HOLLY ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 ______________________________________________________________________________________

Delaware						20-0833098
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
2828 N. Harwood, Suite 1300
Dallas
Texas						75201
(Address of principal executive offices)						(Zip code)

(214) 871-3555

(Registrant’s telephone number, including area code)

________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Limited Partner Units

HEP

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 (§232.405 of this chapter) 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, 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 by Rule 12b-2 of the Exchange Act). Yes ☐ No  ☒

The number of the registrant’s outstanding common units at July 30, 2021, was 105,440,201.

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Table of 19,

HOLLY ENERGY PARTNERS, L.P.

INDEX

 

			FORWARD-LOOKING STATEMENTS						3
PART I. FINANCIAL INFORMATION									5
			Item 1.			Financial Statements (Unaudited)			5
						Consolidated Balance Sheets			5
						Consolidated Statements of Income			6
						Consolidated Statements of Cash Flows			7
						Consolidated Statements of Equity			8
						Notes to Consolidated Financial Statements			9
			Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			34
			Item 3.			Quantitative and Qualitative Disclosures About Market Risk			49
			Item 4.			Controls and Procedures			50
PART II. OTHER INFORMATION									51
			Item 1.			Legal Proceedings			51
			Item 1A.			Risk Factors			51
			Item 6.			Exhibits			53
						Index to Exhibits			54
						SIGNATURES			56

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Table of 19,

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the federal securities laws. All statements, other than statements of historical fact included in this Form 10-Q, including, but not limited to, statements regarding funding of capital expenditures and distributions, distributable cash flow coverage and leverage targets, and statements under “Results of Operations” and “Liquidity and Capital Resources” in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I are forward-looking statements. Forward-looking statements use words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations are intended to identify forward-looking statements. These statements are based on our beliefs and assumptions and those of our general partner using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties. Although we and our general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither we nor our general partner can give assurance that our expectations will prove to be correct. All statements concerning our expectations for future results of operations are based on forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. Certain factors could cause actual results to differ materially from results anticipated in the forward-looking statements. These factors include, but are not limited to:

•the extraordinary market environment and effects of the COVID-19 pandemic, including a significant decline in demand for refined petroleum products in markets we serve;

•(i) our ability to successfully close the Sinclair acquisition, which requires certain regulatory approvals (including clearance by antitrust authorities); (ii) disruption the Sinclair acquisition may cause to customers, vendors, business partners and our ongoing business; (iii) once closed, our ability to integrate the operations of Sinclair with our existing operations and fully realize the expected synergies of the Sinclair acquisition on the expected timeline; and (iv) legal proceedings that may be instituted against us or HollyFrontier Corporation (“HFC”) following the announcement of the Sinclair acquisition;

•risks and uncertainties with respect to the actual quantities of petroleum products and crude oil shipped on our pipelines and/or terminalled, stored or throughput in our terminals and refinery processing units;

•the economic viability of HFC, our other customers and our joint ventures’ other customers, including any refusal or inability of our or our joint ventures’ customers or counterparties to perform their obligations under their contracts;

•the demand for refined petroleum products in the markets we serve;

•our ability to purchase and integrate future acquired operations;

•our ability to complete previously announced or contemplated acquisitions;

•the availability and cost of additional debt and equity financing;

•the possibility of temporary or permanent reductions in production or shutdowns at refineries utilizing our pipelines, terminal facilities and refinery processing units, due to reasons such as infection in the workforce, in response to reductions in demand or lower gross margins due to the economic impact of the COVID-19 pandemic, and any potential asset impairments resulting from such actions;

•the effects of current and future government regulations and policies, including the effects of current and future restrictions on various commercial and economic activities in response to the COVID-19 pandemic;

•delay by government authorities in issuing permits necessary for our business or our capital projects;

•our and our joint venture partners’ ability to complete and maintain operational efficiency in carrying out routine operations and capital construction projects;

•the possibility of terrorist or cyberattacks and the consequences of any such attacks;

•general economic conditions, including uncertainty regarding the timing, pace and extent of an economic recovery in the United States;

•the impact of recent or proposed changes in the tax laws and regulations that affect master limited partnerships; and

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Table of 19,

•other financial, operational and legal risks and uncertainties detailed from time to time in our Securities and Exchange Commission filings.

Cautionary statements identifying important factors that could cause actual results to differ materially from our expectations are set forth in this Form 10-Q, including, without limitation, the forward-looking statements that are referred to above. You should not put any undue reliance on any forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2020, and in this Quarterly Report on Form 10-Q, and in connection with the discussion in this Form 10-Q in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All forward-looking statements included in this Form 10-Q and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Table of 19,

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

HOLLY ENERGY PARTNERS, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data)

						June 30, 2021						December 31, 2020
						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (Cushing Connect VIEs: $14,055 and $18,259, respectively)						$	19,561					$	21,990
Accounts receivable:
Trade						14,749						14,543
Affiliates						46,323						47,972
						61,072						62,515
Prepaid and other current assets						9,277						9,487
Total current assets						89,910						93,992
Properties and equipment, net (Cushing Connect VIEs: $84,263 and $47,801, respectively)						1,430,311						1,450,685
Operating lease right-of-use assets, net						2,724						2,979
Net investment in leases						211,550						166,316
Intangible assets, net						80,311						87,315
Goodwill						223,650						234,684
Equity method investments (Cushing Connect VIEs: $37,988 and $39,456, respectively)						117,436						120,544
Other assets						16,930						11,050
Total assets						$	2,172,822					$	2,167,565
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable:
Trade (Cushing Connect VIEs: $9,994 and $14,076, respectively)						$	25,591					$	28,280
Affiliates						14,964						18,120
						40,555						46,400
Accrued interest						10,869						10,892
Deferred revenue						10,569						11,368
Accrued property taxes						5,057						3,992
Current operating lease liabilities						795						875
Current finance lease liabilities						3,755						3,713
Other current liabilities						2,943						2,505
Total current liabilities						74,543						79,745
Long-term debt						1,362,570						1,405,603
Noncurrent operating lease liabilities						2,303						2,476
Noncurrent finance lease liabilities						66,434						68,047
Other long-term liabilities						11,913						12,905
Deferred revenue						32,645						40,581
Class B unit						54,637						52,850
Equity:
Partners’ equity:
Common unitholders (105,440 units issued and outstanding     at June 30, 2021 and December 31, 2020)						425,218						379,292
Noncontrolling interests						142,559						126,066
Total equity						567,777						505,358
Total liabilities and equity						$	2,172,822					$	2,167,565

See accompanying notes.

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Table of 19,

HOLLY ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per unit data)

						Three Months Ended June 30,												Six Months Ended June 30,
						2021						2020						2021						2020
Revenues:
Affiliates						$	99,142					$	95,563					$	201,068					$	196,991
Third parties						27,093						19,244						52,350						45,670
						126,235						114,807						253,418						242,661
Operating costs and expenses:
Operations (exclusive of depreciation and amortization)						42,068						34,737						83,433						69,718
Depreciation and amortization						25,003						25,034						50,068						49,012
General and administrative						2,847						2,535						5,815						5,237
Goodwill impairment						—						—						11,034						—
						69,918						62,306						150,350						123,967
Operating income						56,317						52,501						103,068						118,694
Other income (expense):
Equity in earnings of equity method investments						3,423						2,156						5,186						3,870
Interest expense						(13,938)						(13,779)						(27,178)						(31,546)
Interest income						6,614						2,813						13,162						5,031
Loss on early extinguishment of debt						—						—						—						(25,915)
Gain on sales-type leases						27						33,834						24,677						33,834
Gain on sale of assets and other						5,415						468						5,917						974
						1,541						25,492						21,764						(13,752)
Income before income taxes						57,858						77,993						124,832						104,942
State income tax expense						(27)						(39)						(64)						(76)
Net income						57,831						77,954						124,768						104,866
Allocation of net income attributable to noncontrolling interests						(2,086)						(1,484)						(4,626)						(3,535)
Net income attributable to the partners						55,745						76,470						120,142						101,331
Limited partners’ per unit interest in earnings—basic and diluted						$	0.53					$	0.73					$	1.14					$	0.96
Weighted average limited partners’ units outstanding						105,440						105,440						105,440						105,440

Net income and comprehensive income are the same in all periods presented.

See accompanying notes.

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Table of 19,

HOLLY ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

						Six Months Ended June 30,
						2021						2020
Cash flows from operating activities
Net income						$	124,768					$	104,866
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization						50,068						49,012
Gain on sale of assets						(5,586)						(797)
Loss on early extinguishment of debt						—						25,915
Gain on sales-type leases						(24,677)						(33,834)
Goodwill impairment						11,034						—
Amortization of deferred charges						2,229						1,641
Equity-based compensation expense						1,210						980
Equity in earnings of equity method investments, net of distributions						—						(1,298)
(Increase) decrease in operating assets:
Accounts receivable—trade						1,726						3,803
Accounts receivable—affiliates						1,649						(131)
Prepaid and other current assets						825						216
Increase (decrease) in operating liabilities:
Accounts payable—trade						3,068						(4,959)
Accounts payable—affiliates						(3,157)						(9,452)
Accrued interest						(23)						(2,523)
Deferred revenue						(2,176)						(2,378)
Accrued property taxes						1,065						1,727
Other current liabilities						438						669
Other, net						(353)						1,137
Net cash provided by operating activities						162,108						134,594
Cash flows from investing activities
Additions to properties and equipment						(59,375)						(30,740)
Investment in Cushing Connect JV Terminal						—						(2,400)
Proceeds from sale of assets						7,343						816
Distributions in excess of equity in earnings of equity investments						3,107						470
Net cash used for investing activities						(48,925)						(31,854)
Cash flows from financing activities
Borrowings under credit agreement						141,000						168,000
Repayments of credit agreement borrowings						(184,500)						(138,500)
Redemption of senior notes						—						(522,500)
Proceeds from issuance of debt						—						500,000
Contributions from general partner						—						435
Contributions from noncontrolling interests						17,593						13,263
Distributions to HEP unitholders						(75,356)						(102,979)
Distributions to noncontrolling interests						(5,872)						(4,000)
Payments on finance leases						(1,747)						(1,972)
Deferred financing costs						(6,661)						(8,714)
Units withheld for tax withholding obligations						(69)						(147)
Net cash used by financing activities						(115,612)						(97,114)
Cash and cash equivalents
Increase (decrease) for the period						(2,429)						5,626
Beginning of period						21,990						13,287
End of period						$	19,561					$	18,913
Supplemental disclosure of cash flow information:
Cash paid during the period for interest						$25,072						$32,118

See accompanying notes.

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Table of 19,

HOLLY ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In thousands)

 

						Common Units						Noncontrolling Interests						Total Equity
Balance December 31, 2020						$	379,292					$	126,066					$	505,358
Contributions from noncontrolling interest						—						9,746						9,746
Distributions to HEP unitholders						(38,328)						—						(38,328)
Distributions to noncontrolling interests						—						(3,819)						(3,819)
Equity-based compensation						683						—						683
Class B unit accretion						(893)						—						(893)
Other						(68)						—						(68)
Net income						65,290						1,647						66,937
Balance March 31, 2021						$	405,976					$	133,640					$	539,616
Contributions from noncontrolling interest						—						9,780						9,780
Distributions to HEP unitholders						(37,028)						—						(37,028)
Distributions to noncontrolling interest						—						(2,053)						(2,053)
Equity-based compensation						527						—						527
Class B unit accretion						(894)						—						(894)
Other						(2)						—						(2)
Net income						56,639						1,192						57,831
Balance June 30, 2021						$	425,218					$	142,559					$	567,777

						Common Units						Noncontrolling Interests						Total Equity
Balance December 31, 2019						$	381,103					$	106,655					$	487,758
Contributions from noncontrolling interest						—						7,304						7,304
Distributions to HEP unitholders						(68,519)						—						(68,519)
Distributions to noncontrolling interests						—						(3,000)						(3,000)
Equity-based compensation						506						—						506
Class B unit accretion						(835)						—						(835)
Other						208						—						208
Net income						25,696						1,216						26,912
Balance March 31, 2020						$	338,159					$	112,175					$	450,334
Contributions from noncontrolling interest						—						5,959						5,959
Distributions to HEP unitholders						(34,460)						—						(34,460)
Distributions to noncontrolling interest						—						(1,000)						(1,000)
Equity-based compensation						474						—						474
Class B unit accretion						(835)						—						(835)
Other						80						—						80
Net income						77,305						649						77,954
Balance June 30, 2020						$	380,723					$	117,783					$	498,506

See accompanying notes.

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Table of 19,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1:Description of Business and Presentation of Financial Statements

Holly Energy Partners, L.P. (“HEP”), together with its consolidated subsidiaries, is a publicly held master limited partnership. As of June 30, 2021, HollyFrontier Corporation (“HFC”) and its subsidiaries own a 57% limited partner interest and the non-economic general partner interest in HEP. We commenced operations on July 13, 2004, upon the completion of our initial public offering. In these consolidated financial statements, the words “we,” “our,” “ours” and “us” refer to HEP unless the context otherwise indicates.

We own and operate petroleum product and crude oil pipelines, terminal, tankage and loading rack facilities and refinery processing units that support refining and marketing operations of HFC and other refineries in the Mid-Continent, Southwest and Northwest regions of the United States. Additionally, we own a 75% interest in UNEV Pipeline, LLC (“UNEV”), a 50% interest in Osage Pipe Line Company, LLC (“Osage”), a 50% interest in Cheyenne Pipeline LLC, and a 50% interest in Cushing Connect Pipeline & Terminal LLC.

On June 1, 2020, HFC announced plans to permanently cease petroleum refining operations at its Cheyenne Refinery (the “Cheyenne Refinery”) and to convert certain assets at that refinery to renewable diesel production. HFC subsequently began winding down petroleum refining operations at the Cheyenne Refinery on August 3, 2020.

On February 8, 2021, HEP and HFC finalized and executed new agreements for HEP’s Cheyenne assets with the following terms, in each case effective January 1, 2021: (1) a ten-year lease with two five-year renewal option periods for HFC’s use of certain HEP tank and rack assets in the Cheyenne Refinery to facilitate renewable diesel production with an annual lease payment of approximately $5 million, (2) a five-year contango service fee arrangement that will utilize HEP tank assets inside the Cheyenne Refinery where HFC will pay a base tariff to HEP for available crude oil storage and HFC and HEP will split any profits generated on crude oil contango opportunities and (3) a $10 million one-time cash payment from HFC to HEP for the termination of the existing minimum volume commitment.

On April 1, 2021, we sold our 156-mile, 6-inch refined product pipeline that connected HFC’s Navajo Refinery to terminals in El Paso for gross proceeds of $7.0 million and recognized a gain on sale of $5.3 million.

We operate in two reportable segments, a Pipelines and Terminals segment and a Refinery Processing Unit segment. Disclosures around these segments are discussed in Note 15.

We generate revenues by charging tariffs for transporting petroleum products and crude oil through our pipelines, by charging fees for terminalling and storing refined products and other hydrocarbons, providing other services at our storage tanks and terminals and by charging fees for processing hydrocarbon feedstocks through our refinery processing units. We do not take ownership of products that we transport, terminal, store or process, and therefore, we are not exposed directly to changes in commodity prices.

The consolidated financial statements included herein have been prepared without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The interim financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of our results for the interim periods. Such adjustments are considered to be of a normal recurring nature. Although certain notes and other information required by U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted, we believe that the disclosures in these consolidated financial statements are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020. Results of operations for interim periods are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2021.

Principles of Consolidation and Common Control Transactions

The consolidated financial statements include our accounts and those of subsidiaries and joint ventures that we control. All significant intercompany transactions and balances have been eliminated.

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Most of our acquisitions from HFC occurred while we were a consolidated variable interest entity (“VIE”) of HFC. Therefore, as an entity under common control with HFC, we recorded these acquisitions on our balance sheets at HFC's historical basis instead of our purchase price or fair value.

Goodwill and Long-Lived Assets

Goodwill represents the excess of our cost of an acquired business over the fair value of the assets acquired, less liabilities assumed. Goodwill is not amortized. We test goodwill at the reporting unit level for impairment annually and between annual tests if events or changes in circumstances indicate the carrying amount may exceed fair value. Our goodwill impairment testing first entails a comparison of our reporting unit fair values relative to their respective carrying values, including goodwill. If carrying value exceeds the estimated fair value for a reporting unit, we measure goodwill impairment as the excess of the carrying amount of the reporting unit over the estimated fair value of the reporting unit.

Indicators of goodwill and long-lived asset impairment

The changes in our new agreements with HFC related to our Cheyenne assets resulted in an increase in the net book value of our Cheyenne reporting unit due to sales-type lease accounting, which led us to determine indicators of potential goodwill impairment for our Cheyenne reporting unit were present.

The estimated fair value of our Cheyenne reporting unit was derived using a combination of income and market approaches. The income approach reflects expected future cash flows based on anticipated gross margins, operating costs, and capital expenditures. The market approaches include both the guideline public company and guideline transaction methods. Both methods utilize pricing multiples derived from historical market transactions of other like-kind assets. These fair value measurements involve significant unobservable inputs (Level 3 inputs). See Note 5 for further discussion of Level 3 inputs.

Our interim impairment testing of our Cheyenne reporting unit goodwill identified an impairment charge of $11.0 million, which was recorded in the three months ended March 31, 2021.

We evaluate long-lived assets, including finite-lived intangible assets, for potential impairment by identifying whether indicators of impairment exist and, if so, assessing whether the long-lived assets are recoverable from estimated future undiscounted cash flows. The actual amount of impairment loss, if any, to be recorded is equal to the amount by which a long-lived asset’s carrying value exceeds its fair value.

Revenue Recognition

Revenues are generally recognized as products are shipped through our pipelines and terminals, feedstocks are processed through our refinery processing units or other services are rendered. The majority of our contracts with customers meet the definition of a lease since (1) performance of the contracts is dependent on specified property, plant, or equipment and (2) it is unlikely that one or more parties other than the customer will take more than a minor amount of the output associated with the specified property, plant, or equipment. Prior to the adoption of the new lease standard (see below), we bifurcated the consideration received between lease and service revenue. The new lease standard allows the election of a practical expedient whereby a lessor does not have to separate non-lease (service) components from lease components under certain conditions. The majority of our contracts meet these conditions, and we have made this election for those contracts. Under this practical expedient, we treat the combined components as a single performance obligation in accordance with Accounting Standards Codification (“ASC”) 606, which largely codified ASU 2014-09, if the non-lease (service) component is the dominant component. If the lease component is the dominant component, we treat the combined components as a lease in accordance with ASC 842, which largely codified ASU 2016-02.

Several of our contracts include incentive or reduced tariffs once a certain quarterly volume is met. Revenue from the variable element of these transactions is recognized based on the actual volumes shipped as it relates specifically to rendering the services during the applicable quarter.

The majority of our long-term transportation contracts specify minimum volume requirements, whereby, we bill a customer for a minimum level of shipments in the event a customer ships below their contractual requirements. If there are no future performance obligations, we will recognize these deficiency payments in revenue.

In certain of these throughput agreements, a customer may later utilize such shortfall billings as credit towards future volume shipments in excess of its minimum levels within its respective contractual shortfall make-up period. Such amounts represent an obligation to perform future services, which may be initially deferred and later recognized as revenue based on estimated future

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shipping levels, including the likelihood of a customer’s ability to utilize such amounts prior to the end of the contractual shortfall make-up period. We recognize these deficiency payments in revenue when we do not expect we will be required to satisfy these performance obligations in the future based on the pattern of rights projected to be exercised by the customer. During the six months ended June 30, 2021 and 2020, we recognized $6.9 million and $12.6 million, respectively, of these deficiency payments in revenue, of which $0.5 million and $0.7 million, respectively, related to deficiency payments billed in prior periods.

We have other cost reimbursement provisions in our throughput / storage agreements providing that customers (including HFC) reimburse us for certain costs. Such reimbursements are recorded as revenue or deferred revenue depending on the nature of the cost. Deferred revenue is recognized over the remaining contractual term of the related throughput agreement.

Leases

We adopted ASC 842 effective January 1, 2019, and elected to adopt using the modified retrospective transition method and practical expedients, both of which are provided as options by the standard and further defined below.

Lessee Accounting - At inception, we determine if an arrangement is or contains a lease. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our payment obligation under the leasing arrangement. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use our estimated incremental borrowing rate (“IBR”) to determine the present value of lease payments as most of our leases do not contain an implicit rate. Our IBR represents the interest rate which we would pay to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term in a similar economic environment. We use the implicit rate when readily determinable.

Operating leases are recorded in operating lease right-of-use assets and current and noncurrent operating lease liabilities on our consolidated balance sheet. Finance leases are included in properties and equipment, current finance lease liabilities and noncurrent finance lease liabilities on our consolidated balance sheet.

When renewal options are defined in a lease, our lease term includes an option to extend the lease when it is reasonably certain we will exercise that option. Leases with a term of 12 months or less are not recorded on our balance sheet, and lease expense is accounted for on a straight-line basis. In addition, as a lessee, we separate non-lease components that are identifiable and exclude them from the determination of net present value of lease payment obligations.

Lessor Accounting - Customer contracts that contain leases are generally classified as either operating leases, direct finance leases or sales-type leases. We consider inputs such as the lease term, fair value of the underlying asset and residual value of the underlying assets when assessing the classification.

Accounting Pronouncements Adopted During the Periods Presented

Credit Losses Measurement

In June 2016, ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” was issued requiring measurement of all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. We adopted this standard effective January 1, 2020, and adoption of the standard did not have a material impact on our financial condition, results of operations or cash flows.

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Note 2:Investment in Joint Venture

On October 2, 2019, HEP Cushing LLC (“HEP Cushing”), a wholly-owned subsidiary of HEP, and Plains Marketing, L.P. (“PMLP”), a wholly-owned subsidiary of Plains All American Pipeline, L.P. (“Plains”), formed a 50/50 joint venture, Cushing Connect Pipeline & Terminal LLC (the “Cushing Connect Joint Venture”), for (i) the development and construction of a new 160,000 barrel per day common carrier crude oil pipeline (the “Cushing Connect Pipeline”) that will connect the Cushing, Oklahoma crude oil hub to the Tulsa, Oklahoma refining complex owned by a subsidiary of HFC and (ii) the ownership and operation of 1.5 million barrels of crude oil storage in Cushing, Oklahoma (the “Cushing Connect JV Terminal”). The Cushing Connect JV Terminal went in service during the second quarter of 2020, and the Cushing Connect Pipeline is expected to be placed in service during the third quarter of 2021. Long-term commercial agreements have been entered into to support the Cushing Connect Joint Venture assets.

The Cushing Connect Joint Venture contracted with an affiliate of HEP to manage the construction and operation of the Cushing Connect Pipeline and with an affiliate of Plains to manage the operation of the Cushing Connect JV Terminal. The total Cushing Connect Joint Venture investment will generally be shared equally among the partners. However, we are solely responsible for any Cushing Connect Pipeline construction costs that exceed the budget by more than 10%. HEP estimates its share of the cost of the Cushing Connect JV Terminal contributed by Plains and Cushing Connect Pipeline construction costs will be approximately $70 million to $75 million.

The Cushing Connect Joint Venture legal entities are variable interest entities ("VIEs") as defined under GAAP. A VIE is a legal entity if it has any one of the following characteristics: (i) the entity does not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support; (ii) the at risk equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive voting rights. The Cushing Connect Joint Venture legal entities do not have sufficient equity at risk to finance their activities without additional financial support. Since HEP is constructing and will operate the Cushing Connect Pipeline, HEP has more ability to direct the activities that most significantly impact the financial performance of the Cushing Connect Joint Venture and Cushing Connect Pipeline legal entities. Therefore, HEP consolidates those legal entities. We do not have the ability to direct the activities that most significantly impact the Cushing Connect JV Terminal legal entity, and therefore, we account for our interest in the Cushing Connect JV Terminal legal entity using the equity method of accounting.

With the exception of the assets of HEP Cushing, creditors of the Cushing Connect Joint Venture legal entities have no recourse to our assets. Any recourse to HEP Cushing would be limited to the extent of HEP Cushing's assets, which other than its investment in Cushing Connect Joint Venture, are not significant. Furthermore, our creditors have no recourse to the assets of the Cushing Connect Joint Venture legal entities.

Note 3:Revenues

Revenues are generally recognized as products are shipped through our pipelines and terminals, feedstocks are processed through our refinery processing units or other services are rendered. See Note 1 for further discussion of revenue recognition.

Disaggregated revenues were as follows:

						Three Months Ended June 30,												Six Months Ended June 30,
						2021						2020						2021						2020
						(In thousands)												(In thousands)
Pipelines						$	68,322					$	58,954					$	134,827					$	129,426
Terminals, tanks and loading racks						36,887						36,280						75,069						73,778
Refinery processing units						21,026						19,573						43,522						39,457
						$	126,235					$	114,807					$	253,418					$	242,661

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Revenues on our consolidated statements of income were composed of the following lease and service revenues:

						Three Months Ended June 30,												Six Months Ended June 30,
						2021						2020						2021						2020
						(In thousands)												(In thousands)
Lease revenues						$	86,867					$	86,346					$	174,803					$	179,493
Service revenues						39,368						28,461						78,615						63,168
						$	126,235					$	114,807					$	253,418					$	242,661

A contract liability exists when an entity is obligated to perform future services for a customer for which the entity has received consideration. Since HEP may be required to perform future services for these deficiency payments received, the deferred revenues on our balance sheets were considered contract liabilities. A contract asset exists when an entity has a right to consideration in exchange for goods or services transferred to a customer. Our consolidated balance sheets included the contract assets and liabilities in the table below:

						June 30, 2021						December 31, 2020
						(In thousands)
Contract assets						$	6,545					$	6,306
Contract liabilities						$	(400)					$	(500)

The contract assets and liabilities include both lease and service components. During the six months ended June 30, 2021, we recognized $0.5 million of revenue that was previously included in contract liability as of December 31, 2020. During the six months ended June 30, 2021, we also recognized $0.2 million of revenue included in contract assets.

As of June 30, 2021, we expect to recognize $1.8 billion in revenue related to our unfulfilled performance obligations under the terms of our long-term throughput agreements and leases expiring in 2022 through 2036. These agreements generally provide for changes in the minimum revenue guarantees annually for increases or decreases in the Producer Price Index (“PPI”) or Federal Energy Regulatory Commission (“FERC”) index, with certain contracts having provisions that limit the level of the rate increases or decreases. We expect to recognize revenue for these unfulfilled performance obligations as shown in the table below (amounts shown in table include both service and lease revenues):

Years Ending December 31,						(In millions)
Remainder of 2021						$	168
2022						311
2023						275
2024						237
2025						171
2026						157
Thereafter						484
Total						$	1,803

Payment terms under our contracts with customers are consistent with industry norms and are typically payable within 10 to 30 days of the date of invoice.

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Note 4:Leases

We adopted ASC 842 effective January 1, 2019, and elected to adopt using the modified retrospective transition method and practical expedients, both of which are provided as options by the standard and further defined in Note 1. See Note 1 for further discussion of lease accounting.

Lessee Accounting

As a lessee, we lease land, buildings, pipelines, transportation and other equipment to support our operations. These leases can be categorized into operating and finance leases.

Our leases have remaining terms of less than 1 year to 24 years, some of which include options to extend the leases for up to 10 years.

Finance Lease Obligations

We have finance lease obligations related to vehicle leases with initial terms of 33 to 48 months. The total cost of assets under finance leases was $6.0 million and $6.4 million as of June 30, 2021 and December 31, 2020, respectively, with accumulated depreciation of $3.3 million and $3.4 million as of June 30, 2021 and December 31, 2020, respectively. We include depreciation of finance leases in depreciation and amortization in our consolidated statements of income.

In addition, we have a finance lease obligation related to a pipeline lease with an initial term of 10 years with one remaining subsequent renewal option for an additional 10 years.

Supplemental balance sheet information related to leases was as follows (in thousands, except for lease term and discount rate):

						June 30, 2021						December 31, 2020
Operating leases:
Operating lease right-of-use assets, net						$	2,724					$	2,979
Current operating lease liabilities						795						875
Noncurrent operating lease liabilities						2,303						2,476
Total operating lease liabilities						$	3,098					$	3,351
Finance leases:
Properties and equipment						$	6,019					$	6,410
Accumulated amortization						(3,255)						(3,390)
Properties and equipment, net						$	2,764					$	3,020
Current finance lease liabilities						$	3,755					$	3,713
Noncurrent finance lease liabilities						66,434						68,047
Total finance lease liabilities						$	70,189					$	71,760
Weighted average remaining lease term (in years)
Operating leases						5.8						5.9
Finance leases						15.5						15.9
Weighted average discount rate
Operating leases						4.7%						4.8%
Finance leases						5.6%						5.6%

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Supplemental cash flow and other information related to leases were as follows:

						Six Months Ended June 30,
						2021						2020
						(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows on operating leases						$	576					$	518
Operating cash flows on finance leases						$	2,105					$	2,157
Financing cash flows on finance leases						$	1,747					$	1,972

Maturities of lease liabilities were as follows:

						June 30, 2021
						Operating						Finance
						(In thousands)
2021						$	507					$	3,662
2022						690						7,332
2023						603						7,375
2024						497						6,918
2025						429						6,456
2026 and thereafter						787						73,888
Total lease payments						3,513						105,631
Less: Imputed interest						(415)						(35,442)
Total lease obligations						3,098						70,189
Less: Current lease liabilities						(795)						(3,755)
Noncurrent lease liabilities						$	2,303					$	66,434

The components of lease expense were as follows:

						Three Months Ended June 30,												Six Months Ended June 30,
						2021						2020						2021						2020
						(In thousands)
Operating lease costs						$	249					$	230					$	547					$	503
Finance lease costs
Amortization of assets						200						273						412						515
Interest on lease liabilities						994						1,040						2,001						2,077
Variable lease cost						67						46						133						95
Total net lease cost						$	1,510					$	1,589					$	3,093					$	3,190

Lessor Accounting

As discussed in Note 1, the majority of our contracts with customers meet the definition of a lease.

Substantially all of the assets supporting contracts meeting the definition of a lease have long useful lives, and we believe these assets will continue to have value when the current agreements expire due to our risk management strategy for protecting the residual fair value of the underlying assets by performing ongoing maintenance during the lease term. HFC generally has the option to purchase assets located within HFC refinery boundaries, including refinery tankage, truck racks and refinery processing units, at fair market value when the related agreements expire.

During the six months ended June 30, 2021, we entered into new agreements and modified other agreements with HFC related to our Cheyenne assets, Tulsa West lube racks, various crude tanks, and new Navajo tanks. These agreements met the criteria of sales-type leases since the underlying assets are not expected to have an alternative use at the end of the lease terms to anyone

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other than HFC. Under sales-type lease accounting, at the commencement date, the lessor recognizes a net investment in the lease, based on the estimated fair value of the underlying leased assets at contract inception, and derecognizes the underlying assets with the difference recorded as selling profit or loss arising from the lease. Therefore, we recognized a gain on sales-type leases during the six months ended June 30, 2021 composed of the following:

						Six Months Ended June 30, 2021
						(In thousands)
Net investment in leases						$	47,795
Properties and equipment, net						(29,677)
Deferred revenue						6,559
Gain on sales-type leases						$	24,677

During the six months ended June 30, 2020, one of our throughput agreements with Delek was partially renewed. A component of this agreement met the criteria of sales-type leases since the underlying asset is not expected to have an alternative use at the end of the lease term to anyone other than Delek. Under sales-type lease accounting, at the commencement date, the lessor recognizes a net investment in the lease, based on the estimated fair value of the underlying leased assets at the commencement date of the lease, and derecognizes the underlying assets with the difference recorded as selling profit or loss arising from the lease. Therefore, we recognized a gain on sales-type leases during the six months ended June 30, 2020 composed of the following:

						Six Months Ended June 30, 2020
						(In thousands)
Net investment in lease						$	35,319
Properties and equipment, net						(1,485)
Gain on sales-type lease						$	33,834

These sales-type lease transactions, including the related gain, were non-cash transactions.

Lease income recognized was as follows:

						Three Months Ended June 30,												Six Months Ended June 30,
						2021						2020						2021						2020
						(In thousands)
Operating lease revenues						$	84,426					$	84,872					$	170,698					$	175,671
Direct financing lease interest income						523						524						1,047						1,048
Gain on sales-type leases						27						33,834						24,677						33,834
Sales-type lease interest income						6,091						2,286						12,115						3,940
Lease revenues relating to variable lease payments not included in measurement of the sales-type lease receivable						2,441						1,474						4,105						3,822

For our sales-type leases, we included customer obligations related to minimum volume requirements in guaranteed minimum lease payments. Portions of our minimum guaranteed pipeline tariffs for assets subject to sales-type lease accounting are recorded as interest income with the remaining amounts recorded as a reduction in net investment in leases. We recognized any billings for throughput volumes in excess of minimum volume requirements as variable lease payments, and these variable lease payments were recorded in lease revenues.

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Annual minimum undiscounted lease payments under our leases were as follows as of June 30, 2021:

						Operating						Finance						Sales-type
Years Ending December 31,						(In thousands)
Remainder of 2021						$	141,624					$	1,088					$	14,481
2022						283,151						2,171						28,962
2023						252,705						2,175						25,056
2024						216,601						2,192						21,827
2025						153,746						2,209						18,399
2026 and thereafter						558,415						38,837						144,721
Total lease receipt payments						$	1,606,242					$	48,672					$	253,446
Less: Imputed interest												(32,255)						(198,123)
												16,417						55,323
Unguaranteed residual assets at end of leases												—						144,036
Net investment in leases												$	16,417					$	199,359

Net investments in leases recorded on our balance sheet were composed of the following:

						June 30, 2021												December 31, 2020
						Sales-type Leases						Direct Financing Leases						Sales-type Leases						Direct Financing Leases
						(In thousands)												(In thousands)
Lease receivables (1)						$	126,147					$	16,417					$	88,922					$	16,452
Unguaranteed residual assets						73,212						—						64,551						—
Net investment in leases						$	199,359					$	16,417					$	153,473					$	16,452

(1)    Current portion of lease receivables included in prepaid and other current assets on the balance sheet.

Note 5:Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are derived using inputs (assumptions that market participants would use in pricing an asset or liability) including assumptions about risk. GAAP categorizes inputs used in fair value measurements into three broad levels as follows:

•(Level 1) Quoted prices in active markets for identical assets or liabilities.

•(Level 2) Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data.

•(Level 3) Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs.

Financial Instruments

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and debt. The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. Debt consists of outstanding principal under our revolving credit agreement (which approximates fair value as interest rates are reset frequently at current interest rates) and our fixed interest rate senior notes.

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The carrying amounts and estimated fair values of our senior notes were as follows:

June 30, 2021

December 31, 2020

Financial Instrument

Fair Value Input Level

Carrying Value

Fair Value

Carrying Value

Fair Value

(In thousands)

Liabilities:

5% Senior Notes

Level 2

492,570

512,245

492,103

506,540

Level 2 Financial Instruments

Our senior notes are measured at fair value using Level 2 inputs. The fair value of the senior notes is based on market values provided by a third-party bank, which were derived using market quotes for similar type debt instruments. See Note 9 for additional information.

Non-Recurring Fair Value Measurements

For gains on sales-type leases recognized during the six months ended June 30, 2021, the estimated fair value of the underlying leased assets at contract inception and the present value of the estimated unguaranteed residual asset at the end of the lease term are used in determining the net investment in leases and related gain on sales-type leases recorded. The asset valuation estimates include Level 3 inputs based on a replacement cost valuation method.

During the six months ended June 30, 2021, we recognized goodwill impairment based on fair value measurements utilized during our goodwill testing (see Note 1). The fair value measurements were based on a combination of valuation methods including discounted cash flows, the guideline public company and guideline transaction methods and obsolescence adjusted replacement costs, all of which are Level 3 inputs.

Note 6:Properties and Equipment 

The carrying amounts of our properties and equipment were as follows:

						June 30, 2021						December 31, 2020
						(In thousands)
Pipelines, terminals and tankage1						$	1,538,892					$	1,575,815
Refinery assets						348,882						348,882
Land and right of way						86,781						87,076
Construction in progress						99,420						58,467
Other1						44,819						46,201
						2,118,794						2,116,441
Less accumulated depreciation						(688,483)						(665,756)
						$	1,430,311					$	1,450,685

(1)Prior period balances have been reclassified to be comparative to current period.

Depreciation expense was $42.7 million and $41.7 million for the six months ended June 30, 2021 and 2020, respectively, and includes depreciation of assets acquired under capital leases.

Note 7:Intangible Assets

Intangible assets include transportation agreements and customer relationships that represent a portion of the total purchase price of certain assets acquired from Delek in 2005, from HFC in 2008 prior to HEP becoming a consolidated VIE of HFC, from Plains in 2017, and from other minor acquisitions in 2018.

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The carrying amounts of our intangible assets were as follows:

						Useful Life						June 30, 2021						December 31, 2020
												(In thousands)
Delek transportation agreement						30 years						$	59,933					$	59,933
HFC transportation agreement						10-15 years						75,131						75,131
Customer relationships						10 years						69,683						69,683
Other						20 years						50						50
												204,797						204,797
Less accumulated amortization												(124,486)						(117,482)
												$	80,311					$	87,315

Amortization expense was $7.0 million for both the six months ended June 30, 2021 and 2020. We estimate amortization expense to be $14.0 million for 2022, $9.9 million in 2023, and $9.1 million for 2024 through 2026.

We have additional transportation agreements with HFC resulting from historical transactions consisting of pipeline, terminal and tankage assets contributed to us or acquired from HFC. These transactions occurred while we were a consolidated variable interest entity of HFC; therefore, our basis in these agreements is zero and does not reflect a step-up in basis to fair value.

Note 8:Employees, Retirement and Incentive Plans

Direct support for our operations is provided by Holly Logistic Services, L.L.C. (“HLS”), an HFC subsidiary, which utilizes personnel employed by HFC who are dedicated to performing services for us. Their costs, including salaries, bonuses, payroll taxes, benefits and other direct costs, are charged to us monthly in accordance with an omnibus agreement that we have with HFC (the “Omnibus Agreement”). These employees participate in the retirement and benefit plans of HFC. Our share of retirement and benefit plan costs was $1.9 million and $1.6 million for the three months ended June 30, 2021 and 2020, respectively, and $4.1 million and $3.7 million for the six months ended June 30, 2021 and 2020.

Under HLS’s secondment agreement with HFC (the “Secondment Agreement”), certain employees of HFC are seconded to HLS to provide operational and maintenance services for certain of our processing, refining, pipeline and tankage assets, and HLS reimburses HFC for its prorated portion of the wages, benefits, and other costs related to these employees.

We have a Long-Term Incentive Plan for employees and non-employee directors who perform services for us. The Long-Term Incentive Plan consists of four components: restricted or phantom units, performance units, unit options and unit appreciation rights. Our accounting policy for the recognition of compensation expense for awards with pro-rata vesting (a significant proportion of our awards) is to expense the costs ratably over the vesting periods.

As of June 30, 2021, we had two types of incentive-based awards outstanding, which are described below. The compensation cost charged against income was $0.5 million for both the three months ended June 30, 2021 and 2020, and $1.2 million and $1.0 million for the six months ended June 30, 2021 and 2020, respectively. We currently purchase units in the open market instead of issuing new units for settlement of all unit awards under our Long-Term Incentive Plan. As of June 30, 2021, 2,500,000 units were authorized to be granted under our Long-Term Incentive Plan, of which 856,171 were available to be granted, assuming no forfeitures of the unvested units and full achievement of goals for the unvested performance units.

Phantom Units

Under our Long-Term Incentive Plan, we grant phantom units to our non-employee directors and selected employees who perform services for us, with most awards vesting over a period of one to three years. Although full ownership of the units does not transfer to the recipients until the units vest, the recipients have distribution rights on these units from the date of grant.

The fair value of each phantom unit award is measured at the market price as of the date of grant and is amortized on a straight-line basis over the requisite service period for each separately vesting portion of the award.

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A summary of phantom unit activity and changes during the six months ended June 30, 2021, is presented below:

Phantom Units						Units						Weighted Average Grant-Date Fair Value
Outstanding at January 1, 2021 (nonvested)						295,992						$	14.48
Vesting and transfer of full ownership to recipients						(189)						11.92
Forfeited						(3,483)						14.69
Outstanding at June 30, 2021 (nonvested)						292,320						14.48

The grant date fair values of phantom units that were vested and transferred to recipients during the six months ended June 30, 2021 and 2020 were $2 thousand and $0.1 million, respectively. As of June 30, 2021, $2.0 million of total unrecognized compensation expense related to unvested phantom unit grants is expected to be recognized over a weighted-average period of 1.3 years.

Performance Units

Under our Long-Term Incentive Plan, we grant performance units to selected officers who perform services for us. Performance units granted are payable in common units at the end of a three-year performance period based upon meeting certain criteria over the performance period. Under the terms of our performance unit grants, some awards are subject to the growth in our distributable cash flow per common unit over the performance period while other awards are subject to "financial performance" and "market performance." Financial performance is based on meeting certain earnings before interest, taxes, depreciation and amortization ("EBITDA") targets, while market performance is based on the relative standing of total unitholder return achieved by HEP compared to peer group companies. The number of units ultimately issued under these awards can range from 0% to 200%.

We did not grant any performance units during the six months ended June 30, 2021. Although common units are not transferred to the recipients until the performance units vest, the recipients have distribution rights with respect to the target number of performance units subject to the award from the date of grant at the same rate as distributions paid on our common units.

A summary of performance unit activity and changes for the six months ended June 30, 2021, is presented below:

Performance Units						Units
Outstanding at January 1, 2021 (nonvested)						77,472
Vesting and transfer of common units to recipients						(10,881)
Outstanding at June 30, 2021 (nonvested)						66,591

The grant date fair value of performance units vested and transferred to recipients during both of the six months ended June 30, 2021 and 2020 was $0.4 million. Based on the weighted-average fair value of performance units outstanding at June 30, 2021, of $1.2 million, there was $0.5 million of total unrecognized compensation expense related to nonvested performance units, which is expected to be recognized over a weighted-average period of 1.7 years.

During the six months ended June 30, 2021, we did not purchase any of our common units in the open market for the issuance and settlement of unit awards under our Long-Term Incentive Plan.

Note 9:Debt

Credit Agreement

In April 2021, we amended our senior secured revolving credit facility (the “Credit Agreement”) decreasing the size of the facility from $1.4 billion to $1.2 billion and extending the maturity date to July 27, 2025. The Credit Agreement is available to fund capital expenditures, investments, acquisitions, distribution payments, working capital and for general partnership purposes. The Credit Agreement is also available to fund letters of credit up to a $50 million sub-limit and continues to provide for an accordion feature that allows us to increase commitments under the Credit Agreement up to a maximum amount of $1.7 billion.

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Our obligations under the Credit Agreement are collateralized by substantially all of our assets, and indebtedness under the Credit Agreement is guaranteed by our material, wholly-owned subsidiaries. The Credit Agreement requires us to maintain compliance with certain financial covenants consisting of total leverage, senior secured leverage, and interest coverage. It also limits or restricts our ability to engage in certain activities. If, at any time prior to the maturity of the Credit Agreement, HEP obtains two investment grade credit ratings, the Credit Agreement will become unsecured and many of the covenants, limitations, and restrictions will be eliminated.

We may prepay all loans at any time without penalty, except for tranche breakage costs. If an event of default exists under the Credit Agreement, the lenders will be able to accelerate the maturity of all loans outstanding and exercise other rights and remedies. We were in compliance with the covenants under the Credit Agreement as of June 30, 2021.

Senior Notes

On February 4, 2020, we closed a private placement of $500 million in aggregate principal amount of 5% senior unsecured notes due in 2028 (the "5% Senior Notes"). On February 5, 2020, we redeemed the existing $500 million 6% Senior Notes at a redemption cost of $522.5 million, at which time we recognized a $25.9 million early extinguishment loss consisting of a $22.5 million debt redemption premium and unamortized financing costs of $3.4 million. We funded the $522.5 million redemption with net proceeds from the issuance of our 5% Senior Notes and borrowings under our Credit Agreement.

The 5% Senior Notes are unsecured and impose certain restrictive covenants, including limitations on our ability to incur additional indebtedness, make investments, sell assets, incur certain liens, pay distributions, enter into transactions with affiliates, and enter into mergers. We were in compliance with the restrictive covenants for the 5% Senior Notes as of June 30, 2021. At any time when the 5% Senior Notes are rated investment grade by either Moody’s or Standard & Poor’s and no default or event of default exists, we will not be subject to many of the foregoing covenants. Additionally, we have certain redemption rights at varying premiums over face value under the 5% Senior Notes.

Indebtedness under the 5% Senior Notes is guaranteed by all of our existing wholly-owned subsidiaries (other than Holly Energy Finance Corp. and certain immaterial subsidiaries).

Long-term Debt

The carrying amounts of our long-term debt were as follows:

						June 30, 2021						December 31, 2020
						(In thousands)
Credit Agreement
Amount outstanding						$	870,000					913,500
5% Senior Notes
Principal						500,000						500,000
Unamortized premium and debt issuance costs						(7,430)						(7,897)
						492,570						492,103
Total long-term debt						$	1,362,570					$	1,405,603

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Note 10:Related Party Transactions

We serve HFC’s refineries under long-term pipeline, terminal and tankage throughput agreements, and refinery processing unit tolling agreements expiring from 2022 to 2036, and revenues from HFC accounted for 79% of our total revenues for both the three and six months ended June 30, 2021. Under these agreements, HFC agrees to transport, store and process throughput volumes of refined product, crude oil and feedstocks on our pipelines, terminals, tankage, loading rack facilities and refinery processing units that result in minimum annual payments to us. These minimum annual payments or revenues are subject to annual rate adjustments on July 1st each year generally based on increases or decreases in PPI or the FERC index. As of June 30, 2021, these agreements with HFC require minimum annualized payments to us of $340 million.

If HFC fails to meet its minimum volume commitments under the agreements in any quarter, it will be required to pay us the amount of any shortfall in cash by the last day of the month following the end of the quarter. Under certain of these agreements, a shortfall payment may be applied as a credit in the following four quarters after its minimum obligations are met.

Under certain provisions of the Omnibus Agreement, we pay HFC an annual administrative fee (currently $2.6 million) for the provision by HFC or its affiliates of various general and administrative services to us. This fee does not include the salaries of personnel employed by HFC who perform services for us on behalf of HLS or the cost of their employee benefits, which are charged to us separately by HFC. Also, we reimburse HFC and its affiliates for direct expenses they incur on our behalf.

Related party transactions with HFC were as follows:

•Revenues received from HFC were $99.1 million and $95.6 million for the three months ended June 30, 2021 and 2020, respectively, and $201.1 million and $197.0 million for the six months ended June 30, 2021 and 2020, respectively.

•HFC charged us general and administrative services under the Omnibus Agreement of $0.7 million for both the three months ended June 30, 2021 and 2020, and $1.3 million for both the six months ended June 30, 2021 and 2020.

•We reimbursed HFC for costs of employees supporting our operations of $14.3 million and $13.2 million for the three months ended June 30, 2021 and 2020, respectively, and $28.7 million and $27.3 million for the six months ended June 30, 2021 and 2020, respectively.

•HFC reimbursed us $1.2 million and $0.9 million for the three months ended June 30, 2021 and 2020, respectively, and $4.3 million and $4.0 million for the six months ended June 30, 2021 and 2020, respectively, for expense and capital projects.

•We distributed $20.9 million and $18.4 million in the three months ended June 30, 2021 and 2020, respectively, and $41.7 million and $56.0 million in the six months ended June 30, 2021 and 2020, respectively, to HFC as regular distributions on its common units.

•Accounts receivable from HFC were $46.3 million and $48.0 million at June 30, 2021, and December 31, 2020, respectively.

•Accounts payable to HFC were $15.0 million and $18.1 million at June 30, 2021, and December 31, 2020, respectively.

•Deferred revenue in the consolidated balance sheets included $0.4 million for both June 30, 2021 and December 31, 2020, relating to certain shortfall billings to HFC.

•We received direct financing lease payments from HFC for use of our Artesia and Tulsa rail yards of $0.5 million for both of the three months ended June 30, 2021 and 2020, respectively, and $1.0 million for both the six months ended June 30, 2021 and 2020.

•We recorded a gain on sales-type leases with HFC of $24.7 million for the six months ended June 30, 2021, and we received sales-type lease payments of $6.3 million and $2.4 million from HFC that were not recorded in revenues for the three months ended June 30, 2021 and 2020, respectively, and $12.5 million and $4.8 million for the six months ended June 30, 2021 and 2020, respectively.

•HEP and HFC reached an agreement to terminate the existing minimum volume commitments for HEP’s Cheyenne assets and enter into new agreements, which were finalized and executed on February 8, 2021, with the following

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terms, in each case effective January 1, 2021: (1) a ten-year lease with two five-year renewal option periods for HFC’s use of certain HEP tank and rack assets in the Cheyenne Refinery to facilitate renewable diesel production with an annual lease payment of approximately $5 million, (2) a five-year contango service fee arrangement that will utilize HEP tank assets inside the Cheyenne Refinery where HFC will pay a base tariff to HEP for available crude oil storage and HFC and HEP will split any profits generated on crude oil contango opportunities and (3) a $10 million one-time cash payment from HFC to HEP for the termination of the existing minimum volume commitment.

On August 2, 2021, in connection with the Sinclair Transactions (described in Note 17 below), HEP and HFC entered into a Letter Agreement (“Letter Agreement”) pursuant to which, among other things, HEP and HFC agreed, upon the consummation of the Sinclair Transactions, to enter into amendments to certain of the agreements by and among HEP and HFC, including the master throughput agreement, to include within the scope of such agreements the assets to be acquired by HEP pursuant to the Contribution Agreement (described in Note 17 below).

In addition, the Letter Agreement provides that if, as a condition to obtaining antitrust clearance for the Sinclair Transactions, HFC enters into a definitive agreement to divest its refinery in Davis County, Utah (the “Woods Cross Refinery”), then HEP would sell certain assets located at, or relating to, the Woods Cross Refinery to HFC in exchange for cash consideration equal to $232.5 million plus the certain accounts receivable of HEP in respect of such assets, with such sale to be effective immediately prior to the closing of the sale of the Woods Cross Refinery by HFC. The Letter Agreement also provides that HEP’s right to future revenues from HFC in respect of such Woods Cross Refinery assets will terminate at the closing of such sale.

Note 11: Partners’ Equity, Income Allocations and Cash Distributions

As of June 30, 2021, HFC held 59,630,030 of our common units, constituting a 57% limited partner interest in us, and held the non-economic general partner interest.

Continuous Offering Program

We have a continuous offering program under which we may issue and sell common units from time to time, representing limited partner interests, up to an aggregate gross sales amount of $200 million. As of June 30, 2021, HEP has issued 2,413,153 units under this program, providing $82.3 million in gross proceeds.

Allocations of Net Income

Net income attributable to HEP is allocated to the partners based on their weighted-average ownership percentage during the period.

Cash Distributions

On July 22, 2021, we announced our cash distribution for the second quarter of 2021 of $0.35 per unit. The distribution is payable on all common units and will be paid August 13, 2021, to all unitholders of record on August 2, 2021.

Our regular quarterly cash distribution to the limited partners will be $37.0 million for the three months ended June 30, 2021 and was $34.5 million for the three months ended June 30, 2020. For the six months ended June 30, 2021, the regular quarterly distribution to the limited partners will be $74.1 million and was $68.9 million for the six months ended June 30, 2020. Our distributions are declared subsequent to quarter end; therefore, these amounts do not reflect distributions paid during the respective period.

Note 12: Net Income Per Limited Partner Unit

Basic net income per unit applicable to the limited partners is calculated as net income attributable to the partners divided by the weighted average limited partners’ units outstanding. Diluted net income per unit assumes, when dilutive, the issuance of the net incremental units from phantom units and performance units. To the extent net income attributable to the partners exceeds or is less than cash distributions, this difference is allocated to the partners based on their weighted-average ownership percentage during the period, after consideration of any priority allocations of earnings. Our dilutive securities are immaterial for all periods presented.

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Net income per limited partner unit is computed as follows:

						Three Months Ended June 30,												Six Months Ended June 30,
						2021						2020						2021						2020
						(In thousands, except per unit data)
Net income attributable to the partners						$	55,745					$	76,470					$	120,142					$	101,331
Less: Participating securities’ share in earnings						(190)						—						(411)						—
Net income attributable to common units						55,555						76,470						119,731						101,331
Weighted average limited partners' units outstanding						105,440						105,440						105,440						105,440
Limited partners' per unit interest in earnings - basic and diluted						$	0.53					$	0.73					$	1.14					$	0.96

Note 13:Environmental

We expensed $0.5 million for the three and six months ended June 30, 2021 for environmental remediation obligations, and we expensed $0.5 million and $0.7 million for the three and six months ended June 30, 2020, respectively. The accrued environmental liability, net of expected recoveries from indemnifying parties, reflected in our consolidated balance sheets was $4.3 million and $4.5 million at June 30, 2021 and December 31, 2020, respectively, of which $2.2 million and $2.5 million, was classified as other long-term liabilities at June 30, 2021 and December 31, 2020. These accruals include remediation and monitoring costs expected to be incurred over an extended period of time.

Under the Omnibus Agreement and certain transportation agreements and purchase agreements with HFC, HFC has agreed to indemnify us, subject to certain monetary and time limitations, for environmental noncompliance and remediation liabilities associated with certain assets transferred to us from HFC and occurring or existing prior to the date of such transfers. Our consolidated balance sheets included additional accrued environmental liabilities of $0.4 million and $0.5 million for HFC indemnified liabilities as of June 30, 2021 and December 31, 2020, respectively, and other assets included equal and offsetting balances representing amounts due from HFC related to indemnifications for environmental remediation liabilities.

Note 14: Contingencies

We are a party to various legal and regulatory proceedings, none of which we believe will have a material adverse impact on our financial condition, results of operations or cash flows.

Note 15: Segment Information

Although financial information is reviewed by our chief operating decision makers from a variety of perspectives, they view the business in two reportable operating segments: pipelines and terminals, and refinery processing units. These operating segments adhere to the accounting polices used for our consolidated financial statements.

Pipelines and terminals have been aggregated as one reportable segment as both pipeline and terminals (1) have similar economic characteristics, (2) similarly provide logistics services of transportation and storage of petroleum products, (3) similarly support the petroleum refining business, including distribution of its products, (4) have principally the same customers and (5) are subject to similar regulatory requirements.

We evaluate the performance of each segment based on its respective operating income. Certain general and administrative expenses and interest and financing costs are excluded from segment operating income as they are not directly attributable to a specific reportable segment. Identifiable assets are those used by the segment, whereas other assets are principally equity method investments, cash, deposits and other assets that are not associated with a specific reportable segment.

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						Three Months Ended June 30,												Six Months Ended June 30,
						2021						2020						2021						2020
						(In thousands)
Revenues:
Pipelines and terminals - affiliate						$	78,116					$	75,990					$	157,546					$	157,534
Pipelines and terminals - third-party						27,093						19,244						52,350						45,670
Refinery processing units - affiliate						21,026						19,573						43,522						39,457
Total segment revenues						$	126,235					$	114,807					$	253,418					$	242,661
Segment operating income:
Pipelines and terminals(1)						$	49,391					$	45,630					$	90,875					$	104,533
Refinery processing units						9,773						9,406						18,008						19,398
Total segment operating income						59,164						55,036						108,883						123,931
Unallocated general and administrative expenses						(2,847)						(2,535)						(5,815)						(5,237)
Interest and financing costs, net						(7,324)						(10,966)						(14,016)						(26,515)
Loss on early extinguishment of debt						—						—						—						(25,915)
Equity in earnings of equity method investments						3,423						2,156						5,186						3,870
Gain on sales-type leases						27						33,834						24,677						33,834
Gain (loss) on sale of assets and other						5,415						468						5,917						974
Income before income taxes						$	57,858					$	77,993					$	124,832					$	104,942
Capital Expenditures:
Pipelines and terminals						$	25,559					$	11,798					$	58,777					$	30,416
Refinery processing units						598						—						598						324
Total capital expenditures						$	26,157					$	11,798					$	59,375					$	30,740

						June 30, 2021						December 31, 2020
						(In thousands)
Identifiable assets:
Pipelines and terminals (2)						$	1,743,374					$	1,729,547
Refinery processing units						295,098						305,090
Other						134,350						132,928
Total identifiable assets						$	2,172,822					$	2,167,565

(1) Pipelines and terminals segment operating income includes goodwill impairment charge of $11.0 million for the six months ended June 30, 2021.

(2) Includes goodwill of $223.7 million as of June 30, 2021 and $234.7 million as of December 31, 2020.

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Note 16: Supplemental Guarantor/Non-Guarantor Financial Information

Obligations of HEP (“Parent”) under the 5% Senior Notes have been jointly and severally guaranteed by each of its direct and indirect 100% owned subsidiaries, other than Holly Energy Finance Corp. and certain immaterial subsidiaries (“Guarantor Subsidiaries”). These guarantees are full and unconditional, subject to certain customary release provisions. These circumstances include (i) when a Guarantor Subsidiary is sold or sells all or substantially all of its assets, (ii) when a Guarantor Subsidiary is declared “unrestricted” for covenant purposes, (iii) when a Guarantor Subsidiary’s guarantee of other indebtedness is terminated or released and (iv) when the requirements for legal defeasance or covenant defeasance or to discharge the senior notes have been satisfied.

The following financial information presents condensed consolidating balance sheets, statements of income, and statements of cash flows of the Parent, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries. The information has been presented as if the Parent accounted for its ownership in the Guarantor Subsidiaries, and the Guarantor Restricted Subsidiaries accounted for the ownership of the Non-Guarantor Non-Restricted Subsidiaries, using the equity method of accounting.

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Condensed Consolidating Balance Sheet

June 30, 2021						Parent						Guarantor Restricted Subsidiaries						Non-Guarantor Non-Restricted Subsidiaries						Eliminations						Consolidated
						(In thousands)
ASSETS
Current assets:
Cash and cash equivalents						$	871					$	(423)					$	19,113					$	—					$	19,561
Accounts receivable						—						53,348						7,931						(207)						61,072
Prepaid and other current assets						368						8,156						753						—						9,277
Total current assets						1,239						61,081						27,797						(207)						89,910
Properties and equipment, net						—						1,037,480						392,831						—						1,430,311
Operating lease right-of-use assets						—						2,603						121						—						2,724
Net investment in leases						—						211,550						—						—						211,550
Investment in subsidiaries						1,788,648						299,779						—						(2,088,427)						—
Intangible assets, net						—						80,311						—						—						80,311
Goodwill						—						223,650						—						—						223,650
Equity method investments						—						79,448						37,988						—						117,436
Other assets						9,167						7,763						—						—						16,930
Total assets						$	1,799,054					$	2,003,665					$	458,737					$	(2,088,634)					$	2,172,822
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable						$	—					$	28,247					$	12,515					$	(207)					$	40,555
Accrued interest						10,869						—						—						—						10,869
Deferred revenue						—						10,169						400						—						10,569
Accrued property taxes						—						2,391						2,666						—						5,057
Current operating lease liabilities						—						722						73						—						795
Current finance lease liabilities						—						3,755						—						—						3,755
Other current liabilities						137						2,499						307						—						2,943
Total current liabilities						11,006						47,783						15,961						(207)						74,543
Long-term debt						1,362,570						—						—						—						1,362,570
Noncurrent operating lease liabilities						—						2,303						—						—						2,303
Noncurrent finance lease liabilities						—						66,434						—						—						66,434
Other long-term liabilities						260						11,215						438						—						11,913
Deferred revenue						—						32,645						—						—						32,645
Class B unit						—						54,637						—						—						54,637
Equity - partners						425,218						1,788,648						299,779						(2,088,427)						425,218
Equity - noncontrolling interests						—						—						142,559						—						142,559
Total liabilities and equity						$	1,799,054					$	2,003,665					$	458,737					$	(2,088,634)					$	2,172,822

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Condensed Consolidating Balance Sheet

December 31, 2020						Parent						Guarantor Restricted Subsidiaries						Non-Guarantor Non-Restricted Subsidiaries						Eliminations						Consolidated
						(In thousands)
ASSETS
Current assets:
Cash and cash equivalents						$	1,627					$	(987)					$	21,350					$	—					$	21,990
Accounts receivable						—						56,522						6,308						(315)						62,515
Prepaid and other current assets						349						8,366						772						—						9,487
Total current assets						1,976						63,901						28,430						(315)						93,992
Properties and equipment, net						—						1,087,184						363,501						—						1,450,685
Operating lease right-of-use assets						—						2,822						157						—						2,979
Net investment in leases						—						166,316						—						—						166,316
Investment in subsidiaries						1,789,808						286,883						—						(2,076,691)						—
Intangible assets, net						—						87,315						—						—						87,315
Goodwill						—						234,684						—						—						234,684
Equity method investments						—						81,089						39,455						—						120,544
Other assets						4,268						6,782						—						—						11,050
Total assets						$	1,796,052					$	2,016,976					$	431,543					$	(2,077,006)					$	2,167,565
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable						$	—					$	30,252					$	16,463					$	(315)					$	46,400
Accrued interest						10,892						—						—						—						10,892
Deferred revenue						—						10,868						500						—						11,368
Accrued property taxes						—						2,915						1,077						—						3,992
Current operating lease liabilities						—						804						71						—						875
Current finance lease liabilities						—						3,713						—						—						3,713
Other current liabilities						5						2,491						9						—						2,505
Total current liabilities						10,897						51,043						18,120						(315)						79,745
Long-term debt						1,405,603						—						—						—						1,405,603
Noncurrent operating lease liabilities						—						2,476						—						—						2,476
Noncurrent finance lease liabilities						—						68,047						—						—						68,047
Other long-term liabilities						260						12,171						474						—						12,905
Deferred revenue						—						40,581						—						—						40,581
Class B unit						—						52,850						—						—						52,850
Equity - partners						379,292						1,789,808						286,883						(2,076,691)						379,292
Equity - noncontrolling interests						—						—						126,066						—						126,066
Total liabilities and equity						$	1,796,052					$	2,016,976					$	431,543					$	(2,077,006)					$	2,167,565

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Condensed Consolidating Statement of Income

Three Months Ended June 30, 2021						Parent						Guarantor Restricted Subsidiaries						Non-Guarantor Non-restricted Subsidiaries						Eliminations						Consolidated
						(In thousands)
Revenues:
Affiliates						$	—					$	92,911					$	6,231					$	—					$	99,142
Third parties						—						20,479						6,614						—						27,093
						—						113,390						12,845						—						126,235
Operating costs and expenses:
Operations (exclusive of depreciation and amortization)						—						37,742						4,326						—						42,068
Depreciation and amortization						—						20,651						4,352						—						25,003
General and administrative						907						1,940						—						—						2,847
						907						60,333						8,678						—						69,918
Operating income (loss)						(907)						53,057						4,167						—						56,317
Other income (expense):
Equity in earnings of subsidiaries						69,596						3,605						—						(73,201)						—
Equity in earnings of equity method investments												2,793						630						—						3,423
Interest expense						(12,944)						(994)						—						—						(13,938)
Interest income												6,614						—						—						6,614
Gain on sales-type lease						—						27						—						—						27
Gain on sale of assets and other						—						5,414						1						—						5,415
						56,652						17,459						631						(73,201)						1,541
Income before income taxes						55,745						70,516						4,798						(73,201)						57,858
State income tax expense						—						(27)						—						—						(27)
Net income						55,745						70,489						4,798						(73,201)						57,831
Allocation of net income attributable to noncontrolling interests						—						(894)						(1,192)						—						(2,086)
Net income attributable to the partners						$	55,745					$	69,595					$	3,606					$	(73,201)					$	55,745

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Condensed Consolidating Statement of Income

Three Months Ended June 30, 2020						Parent						Guarantor Restricted Subsidiaries						Non-Guarantor Non-Restricted Subsidiaries						Eliminations						Consolidated
						(In thousands)
Revenues:
Affiliates						$	—					$	89,417					$	6,146					$	—					$	95,563
Third parties						—						15,887						3,357						—						19,244
						—						105,304						9,503						—						114,807
Operating costs and expenses:
Operations (exclusive of depreciation and amortization)						—						30,980						3,757						—						34,737
Depreciation and amortization						—						20,739						4,295						—						25,034
General and administrative						780						1,755						—						—						2,535
						780						53,474						8,052						—						62,306
Operating income (loss)						(780)						51,830						1,451						—						52,501
Other income (expense):
Equity in earnings of subsidiaries						89,893						1,510						—						(91,403)						—
Equity in earnings of equity method investments						—						1,449						707						—						2,156
Interest expense						(12,740)						(1,039)						—						—						(13,779)
Interest income						26						2,787						—						—						2,813
Gain on sales-type lease						—						33,834						—						—						33,834
Gain on sale of assets and other						71						396						1						—						468
						77,250						38,937						708						(91,403)						25,492
Income before income taxes						76,470						90,767						2,159						(91,403)						77,993
State income tax expense						—						(39)						—						—						(39)
Net income						76,470						90,728						2,159						(91,403)						77,954
Allocation of net income attributable to noncontrolling interests						—						(835)						(649)						—						(1,484)
Net income attributable to the partners						$	76,470					$	89,893					$	1,510					$	(91,403)					$	76,470

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Condensed Consolidating Statement of Income

Six Months Ended June 30, 2021						Parent						Guarantor Restricted Subsidiaries						Non-Guarantor Non-restricted Subsidiaries						Eliminations						Consolidated
						(In thousands)
Revenues:
Affiliates						$	—					$	188,612					$	12,456					$	—					$	201,068
Third parties						—						39,530						12,820						—						52,350
						—						228,142						25,276						—						253,418
Operating costs and expenses:
Operations (exclusive of depreciation and amortization)						—						75,541						7,892						—						83,433
Depreciation and amortization						—						41,487						8,581						—						50,068
General and administrative						2,085						3,730						—						—						5,815
Goodwill impairment						—						11,034						—						—						11,034
						2,085						131,792						16,473						—						150,350
Operating income (loss)						(2,085)						96,350						8,803						—						103,068
Other income (expense):
Equity in earnings of subsidiaries						147,405						7,741						—						(155,146)						—
Equity in earnings of equity method investments						—						3,411						1,775						—						5,186
Interest expense						(25,178)						(2,000)						—						—						(27,178)
Interest income						—						13,162						—						—						13,162
Gain on sales-type lease						—						24,677						—						—						24,677
Gain on sale of assets and other						—						5,915						2						—						5,917
						122,227						52,906						1,777						(155,146)						21,764
Income before income taxes						120,142						149,256						10,580						(155,146)						124,832
State income tax expense						—						(64)						—						—						(64)
Net income						120,142						149,192						10,580						(155,146)						124,768
Allocation of net income attributable to noncontrolling interests						—						(1,787)						(2,839)						—						(4,626)
Net income attributable to the partners						$	120,142					$	147,405					$	7,741					$	(155,146)					$	120,142

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Condensed Consolidating Statement of Income

Six Months Ended June 30, 2020						Parent						Guarantor Restricted Subsidiaries						Non-Guarantor Non-restricted Subsidiaries						Eliminations						Consolidated
						(In thousands)
Revenues:
Affiliates						$	—					$	184,172					$	12,819					$	—					$	196,991
Third parties						—						35,042						10,628						—						45,670
						—						219,214						23,447						—						242,661
Operating costs and expenses:
Operations (exclusive of depreciation and amortization)						—						62,111						7,607						—						69,718
Depreciation and amortization						—						40,492						8,520						—						49,012
General and administrative						1,879						3,358						—						—						5,237
						1,879						105,961						16,127						—						123,967
Operating income (loss)						(1,879)						113,253						7,320						—						118,694
Other income (expense):
Equity in earnings of subsidiaries						158,428						5,805						—						(164,233)						—
Equity in earnings of equity method investments						—						3,537						333						—						3,870
Interest expense						(29,470)						(2,076)						—						—						(31,546)
Interest income						26						5,005						—						—						5,031
Loss on early extinguishment of debt						(25,915)						—						—						—						(25,915)
Gain on sales-type lease						—						33,834						—						—						33,834
Gain on sale of assets and other						141						816						17						—						974
						103,210						46,921						350						(164,233)						(13,752)
Income before income taxes						101,331						160,174						7,670						(164,233)						104,942
State income tax expense						—						(76)						—						—						(76)
Net income						101,331						160,098						7,670						(164,233)						104,866
Allocation of net income attributable to noncontrolling interests						—						(1,670)						(1,865)						—						(3,535)
Net income attributable to the partners						$	101,331					$	158,428					$	5,805					$	(164,233)					$	101,331

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Note 17: Subsequent Event

HEP Transactions

On August 2, 2021, HEP, The Sinclair Companies (“Sinclair”), and Sinclair Transportation Company, a wholly owned subsidiary of Sinclair (“STC”), entered into a Contribution Agreement (the “Contribution Agreement”) pursuant to which HEP will acquire all of the outstanding shares of STC in exchange for 21 million newly issued common units of HEP and cash consideration equal to $325 million (the “HEP Transactions”). On the same date, HFC, Sinclair and certain other parties entered into a Business Combination Agreement pursuant to which Sinclair will contribute all of the equity interests of Hippo Holding LLC, which owns Sinclair Oil Corporation, to a new HFC parent holding company that will be named “HF Sinclair Corporation” in exchange for 60,230,036 shares of common stock in HF Sinclair Corporation (the “HFC Transactions”, and together with the HEP Transactions, the “Sinclair Transactions”).

The cash consideration for the HEP Transactions is subject to customary adjustments at closing for working capital of STC. The number of HEP common units to be issued to Sinclair at closing is subject to downward adjustment if, as a condition to obtaining antitrust clearance for the Sinclair Transactions, HEP agrees to divest a portion of its equity interest in UNEV Pipeline LLC and the sales price for such interests does not exceed the threshold provided in the Contribution Agreement.

The Contribution Agreement contains customary representations, warranties and covenants of HEP, Sinclair, and STC. The HEP Transactions are expected to close in mid-2022, subject to the satisfaction or waiver of certain customary conditions, including, among others, the receipt of certain required regulatory consents and clearance, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and the consummation of the HFC Transactions.

The Contribution Agreement automatically terminates if the HFC Transactions are terminated, and contains other customary termination rights, including a termination right for each of HEP and Sinclair if, under certain circumstances, the closing does not occur by May 2, 2022 (the “Outside Date”), except that the Outside Date can be extended by either party by up to two 90 day periods to obtain any required antitrust clearance.

Upon closing of the HEP Transactions, HEP’s existing senior management team will continue to operate HEP. Under the definitive agreements, Sinclair will be granted the right to nominate one director to the HEP board of directors at the closing. The Sinclair stockholders have also agreed to certain customary lock-up restrictions and registration rights for the HEP common units to be issued to the stockholders of Sinclair. HEP will continue to operate under the name Holly Energy Partners, L.P.

See Note 10 for a description of the Letter Agreement between HFC and HEP entered into in connection with the Contribution Agreement.

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Table of

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Item 2, including but not limited to the sections under “Results of Operations” and “Liquidity and Capital Resources,” contains forward-looking statements. See “Forward-Looking Statements” at the beginning of Part I of this Quarterly Report on Form 10-Q. In this document, the words “we,” “our,” “ours” and “us” refer to Holly Energy Partners, L.P. (“HEP”) and its consolidated subsidiaries or to HEP or an individual subsidiary and not to any other person.

OVERVIEW

HEP is a Delaware limited partnership. Through our subsidiaries and joint ventures, we own and/or operate petroleum product and crude oil pipelines, terminal, tankage and loading rack facilities and refinery processing units that support the refining and marketing operations of HollyFrontier Corporation (“HFC”) and other refineries in the Mid-Continent, Southwest and Northwest regions of the United States. HEP, through its subsidiaries and joint ventures, owns and/or operates petroleum product and crude pipelines, tankage and terminals in Texas, New Mexico, Washington, Idaho, Oklahoma, Utah, Nevada, Wyoming and Kansas as well as refinery processing units in Utah and Kansas. HFC owned 57% of our outstanding common units and the non-economic general partnership interest as of June 30, 2021.

We generate revenues by charging tariffs for transporting petroleum products and crude oil through our pipelines, by charging fees for terminalling and storing refined products and other hydrocarbons, providing other services at our storage tanks and terminals and charging a tolling fee per barrel or thousand standard cubic feet of feedstock throughput in our refinery processing units. We do not take ownership of products that we transport, terminal, store or process, and therefore, we are not directly exposed to changes in commodity prices.

We believe the long-term growth of global refined product demand and U.S. crude production should support high utilization rates for the refineries we serve, which in turn should support volumes in our product pipelines, crude gathering systems and terminals.

On August 2, 2021, HEP, The Sinclair Companies (“Sinclair”), and Sinclair Transportation Company, a wholly owned subsidiary of Sinclair (“STC”), entered into a Contribution Agreement (the “Contribution Agreement”) pursuant to which the HEP will acquire all of the outstanding shares of STC in exchange for 21 million newly issued common units of HEP and cash consideration equal to $325 million (the “HEP Transactions”), subject to downward adjustment if, as a condition to obtaining antitrust clearance for the Sinclair Transactions (as defined below), HEP agrees to divest a portion of its equity interest in UNEV Pipeline LLC and the sales price for such interests does not exceed the threshold provided in the Contribution Agreement.

The Sinclair Transactions are expected to close in mid-2022, subject to customary closing conditions and regulatory clearance, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. In addition, the HEP Transactions are conditioned on the closing of the transactions contemplated by that certain Business Combination Agreement, dated as of August 2, 2021, by and among HollyFrontier, Sinclair and certain other parties, which will occur immediately following the HEP Transactions (the “HFC Transactions,” and together with the HEP Transactions, the “Sinclair Transactions”). See Note 17 of Notes to Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information.

Impact of COVID-19 on Our Business

Our business depends in large part on the demand for the various petroleum products we transport, terminal and store in the markets we serve. The impact of the COVID-19 pandemic on the global macroeconomy created diminished demand, as well as lack of forward visibility, for refined products and crude oil transportation, and for the terminalling and storage services that we provide. Since the declines in demand at the beginning of the COVID-19 pandemic, we began to see improvement in demand for these products and services beginning late in the second quarter of 2020 that continued through the second quarter of 2021 with volumes in many of our regions returning to pre-pandemic levels. We expect our customers will continue to adjust refinery production levels commensurate with market demand, and with the increasing availability of vaccines, we believe there is a path to a fulsome recovery in demand in 2021.

With the increasing vaccination rates, most of our employees have returned to work at our locations and we continue to follow Centers for Disease Control and local government guidance. We will continue to monitor developments in the COVID-19 pandemic and the dynamic environment it has created to properly address these policies going forward.

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Table of

In light of current circumstances and our expectations for the future, HEP reduced its quarterly distribution to $0.35 per unit beginning with the distribution for the first quarter of 2020, representative of a new distribution strategy focused on funding all capital expenditures and distributions within operating cash flow and improving distributable cash flow coverage to 1.3x or greater with the goal of reducing leverage to 3.0-3.5x.

The extent to which HEP’s future results are affected by the COVID-19 pandemic will depend on various factors and consequences beyond our control, such as the duration and scope of the pandemic, the effects of any new variant strains of the underlying virus, additional actions by businesses and governments in response to the pandemic and the speed and effectiveness of responses to combat the virus. However, we have long-term customer contracts with minimum volume commitments, which have expiration dates from 2022 to 2036. These minimum volume commitments accounted for approximately 66% and 76% of our total revenues in the six months ended June 30, 2021 and the twelve months ended December 31, 2020, respectively. We are currently not aware of any reasons that would prevent such customers from making the minimum payments required under the contracts or potentially making payments in excess of the minimum payments. In addition to these payments, we also expect to collect payments for services provided to uncommitted shippers. There have been no material changes to customer payment terms due to the COVID-19 pandemic.

The COVID-19 pandemic, and the volatile regional and global economic conditions stemming from it, could also exacerbate the risk factors identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The COVID-19 pandemic may also materially adversely affect our results in a manner that is either not currently known or that we do not currently consider to be a significant risk to our business.

Investment in Joint Venture

On October 2, 2019, HEP Cushing LLC (“HEP Cushing”), a wholly-owned subsidiary of HEP, and Plains Marketing, L.P., a wholly-owned subsidiary of Plains, formed a 50/50 joint venture, Cushing Connect Pipeline & Terminal LLC (the “Cushing Connect Joint Venture”), for (i) the development, construction, ownership and operation of a new 160,000 barrel per day common carrier crude oil pipeline (the “Cushing Connect Pipeline”) that will connect the Cushing, Oklahoma crude oil hub to the Tulsa, Oklahoma refining complex owned by a subsidiary of HFC and (ii) the ownership and operation of 1.5 million barrels of crude oil storage in Cushing, Oklahoma (the “Cushing Connect JV Terminal”). The Cushing Connect JV Terminal went in service during the second quarter of 2020, and the Cushing Connect Pipeline is expected to be placed in service during the third quarter of 2021. Long-term commercial agreements have been entered into to support the Cushing Connect Joint Venture assets.

The Cushing Connect Joint Venture has contracted with an affiliate of HEP to manage the construction and operation of the Cushing Connect Pipeline and with an affiliate of Plains to manage the operation of the Cushing Connect JV Terminal. The total Cushing Connect Joint Venture investment will generally be shared equally among HEP and Plains. However, we are solely responsible for any Cushing Connect Pipeline construction costs that exceed the budget by more than 10%. HEP estimates its share of the cost of the Cushing Connect JV Terminal contributed by Plains and Cushing Connect Pipeline construction costs are approximately $70 million to $75 million.

Agreements with HFC

We serve HFC's refineries under long-term pipeline, terminal, tankage and refinery processing unit throughput agreements expiring from 2022 to 2036. Under these agreements, HFC agrees to transport, store, and process throughput volumes of refined product, crude oil and feedstocks on our pipelines, terminal, tankage, loading rack facilities and refinery processing units that result in minimum annual payments to us. These minimum annual payments or revenues are subject to annual rate adjustments on July 1st each year based on the PPI or the FERC index. On December 17, 2020, FERC established a new price index for the five-year period commencing July 1, 2021 and ending June 30, 2026, in which common carriers charging indexed rates are permitted to adjust their indexed ceilings annually by Producer Price Index plus 0.78%. FERC has received requests for rehearing of its December 17, 2020 order, which remain pending in FERC Docket No. RM20-14-000. As of June 30, 2021, these agreements with HFC require minimum annualized payments to us of $340 million.

If HFC fails to meet its minimum volume commitments under the agreements in any quarter, it will be required to pay us the amount of any shortfall in cash by the last day of the month following the end of the quarter. Under certain of the agreements, a shortfall payment may be applied as a credit in the following four quarters after minimum obligations are met.

A significant reduction in revenues under these agreements could have a material adverse effect on our results of operations.

On June 1, 2020, HFC announced plans to permanently cease petroleum refining operations at its Cheyenne Refinery and to convert certain assets at that refinery to renewable diesel production. HFC subsequently began winding down petroleum refining operations at its Cheyenne Refinery on August 3, 2020.

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Table of

On February 8, 2021, HEP and HFC finalized and executed new agreements for HEP's Cheyenne assets with the following terms, in each case effective January 1, 2021: (1) a ten-year lease with two five-year renewal option periods for HFC’s use of certain HEP tank and rack assets in the Cheyenne Refinery to facilitate renewable diesel production with an annual lease payment of approximately $5 million, (2) a five-year contango service fee arrangement that will utilize HEP tank assets inside the Cheyenne Refinery where HFC will pay a base tariff to HEP for available crude oil storage and HFC and HEP will split any profits generated on crude oil contango opportunities and (3) a $10 million one-time cash payment from HFC to HEP for the termination of the existing minimum volume commitment.

Indicators of goodwill and long-lived asset impairment

During the three months ended March 31, 2021, changes in our agreements with HFC related to our Cheyenne assets resulted in an increase in the net book value of our Cheyenne reporting unit due to sales-type lease accounting, which led us to determine indicators of potential goodwill impairment for our Cheyenne reporting unit were present.

The estimated fair values of our Cheyenne reporting unit were derived using a combination of income and market approaches. The income approach reflects expected future cash flows based on anticipated gross margins, operating costs, and capital expenditures. The market approaches include both the guideline public company and guideline transaction methods. Both methods utilize pricing multiples derived from historical market transactions of other like-kind assets. These fair value measurements involve significant unobservable inputs (Level 3 inputs). See Note 5 for further discussion of Level 3 inputs.

Our interim impairment testing of our Cheyenne reporting unit goodwill identified an impairment charge of $11.0 million, which was recorded in the three months ended March 31, 2021.

Under certain provisions of an omnibus agreement we have with HFC (the “Omnibus Agreement”), we pay HFC an annual administrative fee, currently $2.6 million, for the provision by HFC or its affiliates of various general and administrative services to us. This fee does not include the salaries of personnel employed by HFC who perform services for us on behalf of Holly Logistic Services, L.L.C. (“HLS”), or the cost of their employee benefits, which are separately charged to us by HFC. We also reimburse HFC and its affiliates for direct expenses they incur on our behalf.

Under HLS’s Secondment Agreement with HFC, certain employees of HFC are seconded to HLS to provide operational and maintenance services for certain of our processing, refining, pipeline and tankage assets, and HLS reimburses HFC for its prorated portion of the wages, benefits, and other costs of these employees for our benefit.

We have a long-term strategic relationship with HFC that has historically facilitated our growth. Our future growth plans include organic projects around our existing assets and select investments or acquisitions that enhance our service platform while creating accretion for our unitholders. While in the near term, any acquisitions would be subject to economic conditions discussed in “Overview - Impact of COVID-19 on Our Business” above, we also expect over the longer term to continue to work with HFC on logistic asset acquisitions in conjunction with HFC’s refinery acquisition strategies. See “Overview” above for a discussion of the Sinclair Transactions.

Furthermore, as we are doing with the previously discussed HEP Transactions with Sinclair, we plan to continue to pursue third-party logistic asset acquisitions that are accretive to our unitholders and increase the diversity of our revenues.

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Table of

RESULTS OF OPERATIONS (Unaudited)

Income, Distributable Cash Flow, Volumes and Balance Sheet Data

The following tables present income, distributable cash flow and volume information for the three and six months ended June 30, 2021 and 2020.

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Table of

						Three Months Ended June 30,												Change from
						2021						2020						2020
						(In thousands, except per unit data)
Revenues:
Pipelines:
Affiliates—refined product pipelines						$	19,213					$	16,302					$	2,911
Affiliates—intermediate pipelines						7,521						7,475						46
Affiliates—crude pipelines						19,251						19,311						(60)
						45,985						43,088						2,897
Third parties—refined product pipelines						9,526						8,750						776
Third parties—crude pipelines						12,811						7,116						5,695
						68,322						58,954						9,368
Terminals, tanks and loading racks:
Affiliates						32,131						32,902						(771)
Third parties						4,756						3,378						1,378
						36,887						36,280						607
Refinery processing units—Affiliates						21,026						19,573						1,453
Total revenues						126,235						114,807						11,428
Operating costs and expenses:
Operations (exclusive of depreciation and amortization)						42,068						34,737						7,331
Depreciation and amortization						25,003						25,034						(31)
General and administrative						2,847						2,535						312
						69,918						62,306						7,612
Operating income						56,317						52,501						3,816
Other income (expense):
Equity in earnings of equity method investments						3,423						2,156						1,267
Interest expense, including amortization						(13,938)						(13,779)						(159)
Interest income						6,614						2,813						3,801
Gain on sales-type leases						27						33,834						(33,807)
Gain on sale of assets and other						5,415						468						4,947
						1,541						25,492						(23,951)
Income before income taxes						57,858						77,993						(20,135)
State income tax expense						(27)						(39)						12
Net income						57,831						77,954						(20,123)
Allocation of net income attributable to noncontrolling interests						(2,086)						(1,484)						(602)
Net income attributable to the partners						55,745						76,470						(20,725)
Limited partners’ earnings per unit—basic and diluted						$	0.53					$	0.73					$	(0.20)
Weighted average limited partners’ units outstanding						105,440						105,440						—
EBITDA (1)						$	88,099					$	112,509					$	(24,410)
Adjusted EBITDA (1)						$	88,261					$	80,168					$	8,093
Distributable cash flow (2)						$	66,680					$	65,456					$	1,224
Volumes (bpd)
Pipelines:
Affiliates—refined product pipelines						119,046						100,524						18,522
Affiliates—intermediate pipelines						143,762						128,464						15,298
Affiliates—crude pipelines						260,756						252,570						8,186
						523,564						481,558						42,006
Third parties—refined product pipelines						52,126						57,876						(5,750)
Third parties—crude pipelines						135,904						85,851						50,053
						711,594						625,285						86,309
Terminals and loading racks:
Affiliates						413,441						372,093						41,348
Third parties						53,257						45,876						7,381
						466,698						417,969						48,729
Refinery processing units—Affiliates						76,589						49,891						26,698
Total for pipelines and terminal and refinery processing unit assets (bpd)						1,254,881						1,093,145						161,736

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Table of

						Six Months Ended June 30,												Change from
						2021						2020						2020
						(In thousands, except per unit data)
Revenues:
Pipelines:
Affiliates—refined product pipelines						$	37,819					$	36,385					$	1,434
Affiliates—intermediate pipelines						15,027						14,949						78
Affiliates—crude pipelines						38,705						39,704						(999)
						91,551						91,038						513
Third parties—refined product pipelines						19,389						23,548						(4,159)
Third parties—crude pipelines						23,887						14,840						9,047
						134,827						129,426						5,401
Terminals, tanks and loading racks:
Affiliates						65,995						66,496						(501)
Third parties						9,074						7,282						1,792
						75,069						73,778						1,291
Refinery processing units—Affiliates						43,522						39,457						4,065
Total revenues						253,418						242,661						10,757
Operating costs and expenses:
Operations (exclusive of depreciation and amortization)						83,433						69,718						13,715
Depreciation and amortization						50,068						49,012						1,056
General and administrative						5,815						5,237						578
Goodwill impairment						11,034						—						11,034
						150,350						123,967						26,383
Operating income						103,068						118,694						(15,626)
Other income (expense):
Equity in earnings of equity method investments						5,186						3,870						1,316
Interest expense, including amortization						(27,178)						(31,546)						4,368
Interest income						13,162						5,031						8,131
Loss on early extinguishment of debt						—						(25,915)						25,915
Gain on sales-type leases						24,677						33,834						(9,157)
Gain on sale of assets and other						5,917						974						4,943
						21,764						(13,752)						35,516
Income before income taxes						124,832						104,942						19,890
State income tax expense						(64)						(76)						12
Net income						124,768						104,866						19,902
Allocation of net income attributable to noncontrolling interests						(4,626)						(3,535)						(1,091)
Net income attributable to the partners						120,142						101,331						18,811
Limited partners’ earnings per unit—basic and diluted						$	1.14					$	0.96					$	0.18
Weighted average limited partners’ units outstanding						105,440						105,440						—
EBITDA (1)						$	184,290					$	176,934					$	7,356
Adjusted EBITDA (1)						$	176,196					$	171,276					$	4,920
Distributable cash flow (2)						$	139,899					$	136,164					$	3,735
Volumes (bpd)
Pipelines:
Affiliates—refined product pipelines						119,316						115,245						4,071
Affiliates—intermediate pipelines						129,573						135,288						(5,715)
Affiliates—crude pipelines						255,730						278,801						(23,071)
						504,619						529,334						(24,715)
Third parties—refined product pipelines						48,298						53,756						(5,458)
Third parties—crude pipelines						129,603						89,027						40,576
						682,520						672,117						10,403
Terminals and loading racks:
Affiliates						368,612						400,911						(32,299)
Third parties						49,526						45,910						3,616
						418,138						446,821						(28,683)
Refinery processing units—Affiliates						68,688						59,843						8,845
Total for pipelines and terminal and refinery processing unit assets (bpd)						1,169,346						1,178,781						(9,435)

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Table of

(1)Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is calculated as net income attributable to the partners plus (i) interest expense, net of interest income, (ii) state income tax expense and (iii) depreciation and amortization. Adjusted EBITDA is calculated as EBITDA plus (i) loss on early extinguishment of debt, (ii) goodwill impairment and (iii) pipeline tariffs not included in revenues due to impacts from lease accounting for certain pipeline tariffs minus (iv) gain on sales-type leases, (v) gain on significant asset sales, and (vi) pipeline lease payments not included in operating costs and expenses. Portions of our minimum guaranteed pipeline tariffs for assets subject to sales-type lease accounting are recorded as interest income with the remaining amounts recorded as a reduction in net investment in leases. These pipeline tariffs were previously recorded as revenues prior to the renewal of the throughput agreements, which triggered sales-type lease accounting. Similarly, certain pipeline lease payments were previously recorded as operating costs and expenses, but the underlying lease was reclassified from an operating lease to a financing lease, and these payments are now recorded as interest expense and reductions in the lease liability. EBITDA and Adjusted EBITDA are not calculations based upon generally accepted accounting principles ("GAAP"). However, the amounts included in the EBITDA and Adjusted EBITDA calculations are derived from amounts included in our consolidated financial statements. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income attributable to Holly Energy Partners or operating income, as indications of our operating performance or as alternatives to operating cash flow as a measure of liquidity. EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled measures of other companies. EBITDA and Adjusted EBITDA are presented here because they are widely used financial indicators used by investors and analysts to measure performance. EBITDA and Adjusted EBITDA are also used by our management for internal analysis and as a basis for compliance with financial covenants. Set forth below are our calculations of EBITDA and Adjusted EBITDA.

						Three Months Ended June 30,												Six Months Ended June 30,
						2021						2020						2021						2020
						(In thousands)
Net income attributable to the partners						$	55,745					$	76,470					$	120,142					$	101,331
Add (subtract):
Interest expense						13,938						13,779						27,178						31,546
Interest income						(6,614)						(2,813)						(13,162)						(5,031)
State income tax expense						27						39						64						76
Depreciation and amortization						25,003						25,034						50,068						49,012
EBITDA						$	88,099					$	112,509					$	184,290					$	176,934
Loss on early extinguishment of debt						—						—						—						25,915
Gain on sales-type leases						(27)						(33,834)						(24,677)						(33,834)
Gain on significant asset sales						(5,263)						—						(5,263)						—
Goodwill impairment						—						—						11,034						—
Pipeline tariffs not included in revenues						7,058						3,099						14,025						5,474
Lease payments not included in operating costs						(1,606)						(1,606)						(3,213)						(3,213)
Adjusted EBITDA						$	88,261					$	80,168					$	176,196					$	171,276

(2)Distributable cash flow is not a calculation based upon GAAP. However, the amounts included in the calculation are derived from amounts presented in our consolidated financial statements, with the general exceptions of maintenance capital expenditures. Distributable cash flow should not be considered in isolation or as an alternative to net income or operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. Distributable cash flow is not necessarily comparable to similarly titled measures of other companies. Distributable cash flow is presented here because it is a widely accepted financial indicator used by investors to compare partnership performance. It is also used by management for internal analysis and for our performance units. We believe that this measure provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating. Set forth below is our calculation of distributable cash flow.

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Table of

						Three Months Ended June 30,												Six Months Ended June 30,
						2021						2020						2021						2020
						(In thousands)
Net income attributable to the partners						$	55,745					$	76,470					$	120,142					$	101,331
Add (subtract):
Depreciation and amortization						25,003						25,034						50,068						49,012
Amortization of discount and deferred debt issuance costs						1,385						842						2,229						1,641
Loss on early extinguishment of debt						—						—						—						25,915
Customer billings greater than revenue recognized						(3,573)						(44)						(179)						(501)
Maintenance capital expenditures (3)						(4,111)						(1,140)						(5,482)						(3,627)
Increase (decrease) in environmental liability						(78)						157						(234)						158
Decrease in reimbursable deferred revenue						(3,502)						(3,005)						(7,516)						(5,805)
Gain on sales-type leases						(27)						(33,834)						(24,677)						(33,834)
Gain on significant asset sales						(5,263)						—						(5,263)						—
Goodwill impairment						—						—						11,034						—
Other						1,101						976						(223)						1,874
Distributable cash flow						$	66,680					$	65,456					$	139,899					$	136,164

(3)Maintenance capital expenditures are capital expenditures made to replace partially or fully depreciated assets in order to maintain the existing operating capacity of our assets and to extend their useful lives. Maintenance capital expenditures include expenditures required to maintain equipment reliability, tankage and pipeline integrity, safety and to address environmental regulations.

						June 30, 2021						December 31, 2020
						(In thousands)
Balance Sheet Data
Cash and cash equivalents						$	19,561					$	21,990
Working capital						$	15,367					$	14,247
Total assets						$	2,172,822					$	2,167,565
Long-term debt						$	1,362,570					$	1,405,603
Partners’ equity						$	425,218					$	379,292

Results of Operations—Three Months Ended June 30, 2021 Compared with Three Months Ended June 30, 2020

Summary

Net income attributable to the partners for the second quarter was $55.7 million ($0.53 per basic and diluted limited partner unit) compared to $76.5 million ($0.73 per basic and diluted limited partner unit) for the second quarter of 2020. Results for the second quarter of 2021 reflect a gain on significant asset sales of $5.3 million related to the sale of a 6-inch refined product pipeline that connected HFC’s Navajo refinery to terminals in El Paso for gross proceeds of $7.0 millon. Net income attributable to HEP for the second quarter of 2020 included a gain on sales-type leases of $33.8 million. Excluding these items, net income attributable to the partners for the second quarters of 2021 and 2020 were $50.5 million ($0.48 per basic and diluted limited partner unit) and $42.6 million ($0.40 per basic and diluted limited partner unit), respectively. The increase in earnings was mainly due to higher volumes across our pipelines and higher interest income associated with sales-type leases, partially offset by higher operating expenses.

Revenues

Revenues for the second quarter were $126.2 million, an increase of $11.4 million compared to the second quarter of 2020. The increase was mainly attributable to a 14% increase in overall crude and product pipeline volumes.

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Revenues from our refined product pipelines were $28.7 million, an increase of $3.7 million compared to the second quarter of 2020. Shipments averaged 171.2 thousand barrels per day (“mbpd”) compared to 158.4 mbpd for the second quarter of 2020. The volume and revenue increases were mainly due to higher volumes on pipelines servicing HFC's Navajo refinery and our UNEV pipeline.

Revenues from our intermediate pipelines were $7.5 million, consistent with the second quarter of 2020. Shipments averaged 143.8 mbpd for the second quarter of 2021 compared to 128.5 mbpd for the second quarter of 2020. The increase in volumes was mainly due to higher throughputs on our intermediate pipelines servicing HFC's Navajo refinery while revenue remained relatively constant mainly due to contractual minimum volume guarantees.

Revenues from our crude pipelines were $32.1 million, an increase of $5.6 million compared to the second quarter of 2020, and shipments averaged 396.7 mbpd compared to 338.4 mbpd for the second quarter of 2020. The revenue and volume increases were mainly attributable to higher volumes on our crude pipeline systems in Wyoming and Utah.

Revenues from terminal, tankage and loading rack fees were $36.9 million, an increase of $0.6 million compared to the second quarter of 2020. Refined products and crude oil terminalled in the facilities averaged 466.7 mbpd compared to 418.0 mbpd for the second quarter of 2020. The volume increase was mainly the result of higher throughputs at HFC's El Dorado refinery. Revenues did not increase in proportion to the increase in volumes mainly due to contractual minimum volume guarantees and lower on-going revenues on our Cheyenne assets as a result of the conversion of the HFC Cheyenne refinery to renewable diesel production.

Revenues from refinery processing units were $21.0 million, an increase of $1.5 million compared to the second quarter of 2020, and throughputs averaged 76.6 mbpd compared to 49.9 mbpd for the second quarter of 2020. The increase in volumes was mainly due to increased throughput for both our Woods Cross and El Dorado processing units. Revenues did not increase in proportion to the increase in volumes mainly due to contractual minimum volume guarantees.

Operations Expense

Operations (exclusive of depreciation and amortization and goodwill impairment) expense was $42.1 million for the three months ended June 30, 2021, an increase of $7.3 million compared to the second quarter of 2020. The increase was mainly due to higher pipeline rental costs, natural gas costs, maintenance expense project costs, employee costs, and chemicals and catalysts for the three months ended June 30, 2021.

Depreciation and Amortization

Depreciation and amortization for the three months ended June 30, 2021 remained constant compared to the three months ended June 30, 2020.

General and Administrative

General and administrative costs for the three months ended June 30, 2021 increased by $0.3 million compared to the three months ended June 30, 2020, mainly due to higher legal expenses for the three months ended June 30, 2021.

Equity in Earnings of Equity Method Investments

			Three Months Ended June 30,
Equity Method Investment			2021						2020
			(in thousands)
Osage Pipe Line Company, LLC			$	914					$	366
Cheyenne Pipeline LLC			1,879						1,085
Cushing Terminal			630						705
Total			$	3,423					$	2,156

Equity in earnings of Osage Pipe Line Company, LLC increased for the three months ended June 30, 2021, mainly due to higher throughput volumes. Equity in earnings of Cheyenne Pipeline LLC increased for the three months ended June 30, 2021, mainly due to the recognition in revenue of prior contractual minimum commitment billings.

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Interest Expense, including Amortization

Interest expense for the three months ended June 30, 2021, totaled $13.9 million, an increase of $0.2 million compared to the three months ended June 30, 2020. Our aggregate effective interest rates were 3.8% and 3.4% for the three months ended June 30, 2021 and 2020, respectively.

State Income Tax Expense

We recorded state income tax expense of $27,000 and $39,000 for the three months ended June 30, 2021 and 2020, respectively. All tax expense is solely attributable to the Texas margin tax.

Results of Operations—Six Months Ended June 30, 2021 Compared with Six Months Ended June 30, 2020

Summary

Net income attributable to the partners for the six months ended June 30, 2021, was $120.1 million ($1.14 per basic and diluted limited partner unit) compared to $101.3 million ($0.96 per basic and diluted limited partner unit) for the six months ended June 30, 2020. Results for the six months ended June 30, 2021, include special items that collectively increased net income attributable to the partners by a total of $18.9 million. These items include a gain on sales-type leases of $24.7 million, a gain on significant asset sales of $5.3 million and a goodwill impairment charge of $11.0 million. In addition, the net income attributable to the partners for the six months ended June 30, 2020, included a gain on sales-type leases of $33.8 million and a loss on early extinguishment of debt of $25.9 million. Excluding these items, net income attributable to the partners for the six months ended June 30, 2021 and 2020, were $101.2 million ($0.96 per basic and diluted limited partner unit) and $93.4 million ($0.89 per basic and diluted limited partner unit), respectively. The increase in earnings was mainly due to higher volumes across our crude pipelines and higher interest income associated with sales-type leases, partially offset by higher operating expenses.

Revenues

Revenues for the six months ended June 30, 2021, were $253.4 million, an increase of $10.8 million compared to the six months ended June 30, 2020. The increase was mainly attributable to increased volumes on our crude pipeline systems in Wyoming and Utah, the recognition of $9.9 million of the $10 million termination fee related to the termination of HollyFrontier's minimum volume commitment on our Cheyenne assets and higher revenues on our refinery processing units partially offset by lower on-going revenues on our Cheyenne assets as well as a reclassification of certain income from revenue to interest income under sales-type lease accounting.

Revenues from our refined product pipelines were $57.2 million, a decrease of $2.7 million compared to the six months ended June 30, 2020. Shipments averaged 167.6 mbpd compared to 169.0 mbpd for the six months ended June 30, 2020. The volume and revenue decreases were mainly due to lower volumes on pipelines servicing Delek's Big Spring refinery. Revenue also decreased due to a reclassification of certain pipeline income from revenue to interest income under sales-type lease accounting.

Revenues from our intermediate pipelines were $15.0 million, an increase of $0.1 million compared to the six months ended June 30, 2020. Shipments averaged 129.6 mbpd compared to 135.3 mbpd for the six months ended June 30, 2020. The decrease in volumes was mainly due to lower throughputs on our intermediate pipelines servicing HFC's Tulsa refinery while revenue remained relatively constant mainly due to contractual minimum volume guarantees.

Revenues from our crude pipelines were $62.6 million, an increase of $8.0 million compared to the six months ended June 30, 2020. Shipments averaged 385.3 mbpd compared to 367.8 mbpd for the six months ended June 30, 2020. The increases were mainly attributable to increased volumes on our crude pipeline systems in Wyoming and Utah.

Revenues from terminal, tankage and loading rack fees were $75.1 million, an increase of $1.3 million compared to the six months ended June 30, 2020. Refined products and crude oil terminalled in the facilities averaged 418.1 mbpd compared to 446.8 mbpd for the six months ended June 30, 2020. The volume decrease was mainly the result of lower throughputs at HFC's Tulsa refinery as well as the cessation of petroleum refinery operations at HFC's Cheyenne refinery. Revenues increased mainly due to the recognition of $9.9 million of the $10 million termination fee related to the termination of HFC's minimum volume commitment on our Cheyenne assets partially offset by lower on-going revenues on our Cheyenne assets as a result of the conversion of the HFC Cheyenne refinery to renewable diesel production as well as a reclassification of certain income from revenue to interest income under sales-type lease accounting.

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Revenues from refinery processing units were $43.5 million, an increase of $4.1 million compared to the six months ended June 30, 2020. Throughputs averaged 68.7 mbpd compared to 59.8 mbpd for the six months ended June 30, 2020. The increase in volumes was mainly due to increased throughput for both our Woods Cross and El Dorado processing units. Revenues increased mainly due to higher recovery of natural gas costs as well as higher throughputs.

Operations Expense

Operations expense (exclusive of depreciation and amortization) for the six months ended June 30, 2021, increased by $13.7 million compared to the six months ended June 30, 2020. The increase was mainly due to higher maintenance, natural gas, and pipeline rental costs, partially offset by lower materials and supplies and property taxes.

Depreciation and Amortization

Depreciation and amortization for the six months ended June 30, 2021, increased by $1.1 million compared to the six months ended June 30, 2020. The increase was mainly due to the acceleration of depreciation on certain of our Cheyenne tanks.

General and Administrative

General and administrative costs for the six months ended June 30, 2021, increased by $0.6 million compared to the six months ended June 30, 2020 mainly due to higher legal expenses incurred in the six months ended June 30, 2021.

Equity in Earnings of Equity Method Investments

			Six Months Ended June 30,
Equity Method Investment			2021						2020
			(in thousands)
Osage Pipe Line Company, LLC			1,636						1,380
Cheyenne Pipeline LLC			1,774						2,160
Cushing Terminal			1,776						330
Total			$	5,186					$	3,870

Equity in earnings of Cushing Terminal increased for the six months ended June 30, 2021 as the terminal started operations in the second quarter of 2020.

Interest Expense, including Amortization

Interest expense for the six months ended June 30, 2021, totaled $27.2 million, a decrease of $4.4 million compared to the six months ended June 30, 2020. The decrease was mainly due to market interest rate decreases under our senior secured revolving credit facility and refinancing our $500 million aggregate principal amount of 6.0% senior notes due 2024 with $500 million aggregate principal amount of 5.0% senior notes due 2028. Our aggregate effective interest rates were 3.6% and 4.0% for the six months ended June 30, 2021 and 2020, respectively.

State Income Tax Expense

We recorded state income tax expense of $64,000 and $76,000 for the six months ended June 30, 2021 and 2020, respectively. All tax expense is solely attributable to the Texas margin tax.

LIQUIDITY AND CAPITAL RESOURCES

Overview

In April 2021, we amended our senior secured revolving credit facility (the “Credit Agreement”) decreasing the size of the facility from $1.4 billion to $1.2 billion and extending the maturity date to July 27, 2025. The Credit Agreement is available to fund capital expenditures, investments, acquisitions, distribution payments and working capital and for general partnership purposes. The Credit Agreement is also available to fund letters of credit up to a $50 million sub-limit and continues to provide for an accordion feature that allows us to increase commitments under the Credit Agreement up to a maximum amount of $1.7 billion.

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During the six months ended June 30, 2021, we received advances totaling $141.0 million and repaid $184.5 million under the Credit Agreement, resulting in a net decrease of $43.5 million and an outstanding balance of $870.0 million at June 30, 2021 under the Credit Agreement. As of June 30, 2021, we have no letters of credit outstanding under the Credit Agreement and the available capacity under the Credit Agreement was $330.0 million. Amounts repaid under the Credit Agreement may be reborrowed from time to time.

On February 4, 2020, we closed a private placement of $500 million in aggregate principal amount of 5% Senior Notes due in 2028. On February 5, 2020, we redeemed the existing $500 million 6% Senior Notes at a redemption cost of $522.5 million, at which time we recognized a $25.9 million early extinguishment loss consisting of a $22.5 million debt redemption premium and unamortized financing costs of $3.4 million. We funded the $522.5 million redemption with proceeds from the issuance of our 5% Senior Notes and borrowings under our Credit Agreement.

We have a continuous offering program under which we may issue and sell common units from time to time, representing limited partner interests, up to an aggregate gross sales amount of $200 million. We did not issue any units under this program during the six months ended June 30, 2021. As of June 30, 2021, HEP has issued 2,413,153 units under this program, providing $82.3 million in gross proceeds.

Under our registration statement filed with the Securities and Exchange Commission (“SEC”) using a “shelf” registration process, we currently have the authority to raise up to $2.0 billion by offering securities, through one or more prospectus supplements that would describe, among other things, the specific amounts, prices and terms of any securities offered and how the proceeds would be used. Any proceeds from the sale of securities are expected to be used for general business purposes, which may include, among other things, funding acquisitions of assets or businesses, working capital, capital expenditures, investments in subsidiaries, the retirement of existing debt and/or the repurchase of common units or other securities.

We believe our current sources of liquidity, including cash balances, future internally generated funds, any future issuances of debt or equity securities and funds available under the Credit Agreement will provide sufficient resources to meet our working capital liquidity, capital expenditure and quarterly distribution needs for the foreseeable future, including funding the cash portion of the HEP Transactions with Sinclair.

In May 2021, we paid a regular quarterly cash distribution of $0.35 on all units in an aggregate amount of $37.0 million.

Cash and cash equivalents decreased by $2.4 million during the six months ended June 30, 2021. The cash flows provided by operating activities of $162.1 million were less than the cash flows used for financing activities of $115.6 million and investing activities of $48.9 million. Working capital increased by $1.1 million to $15.4 million at June 30, 2021, from $14.2 million at December 31, 2020.

Cash Flows—Operating Activities

Cash flows from operating activities increased by $27.5 million from $134.6 million for the six months ended June 30, 2020, to $162.1 million for the six months ended June 30, 2021. The increase was mainly due to higher cash receipts from customers and lower payments for interest expenses during the six months ended June 30, 2021, as compared to the six months ended June 30, 2020.

Cash Flows—Investing Activities

Cash flows used for investing activities were $48.9 million for the six months ended June 30, 2021, compared to $31.9 million for the six months ended June 30, 2020, an increase of $17.1 million. During the six months ended June 30, 2021 and 2020, we invested $59.4 million and $30.7 million, respectively, in additions to properties and equipment. We received $3.1 million in excess of equity in earnings and $7.3 million in proceeds from the sale of assets during the six months ended June 30, 2021.

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Cash Flows—Financing Activities

Cash flows used for financing activities were $115.6 million for the six months ended June 30, 2021, compared to $97.1 million for the six months ended June 30, 2020, an increase of $18.5 million. During the six months ended June 30, 2021, we received $141.0 million and repaid $184.5 million in advances under the Credit Agreement. Additionally, we paid $75.4 million in regular quarterly cash distributions to our limited partners and $5.9 million to our noncontrolling interests. We received $17.6 million in contributions from noncontrolling interests during the six months ended June 30, 2021. During the six months ended June 30, 2020, we received $168.0 million and repaid $138.5 million in advances under the Credit Agreement. We paid $103.0 million in regular quarterly cash distributions to our limited partners, and distributed $4.0 million to our noncontrolling interests. We also received net proceeds of $491.3 million for issuance of our 5% Senior Notes and paid $522.5 million to retire our 6% Senior Notes. In addition, we received $13.3 million in contributions from noncontrolling interests during the six months ended June 30, 2020.

Capital Requirements

Our pipeline and terminalling operations are capital intensive, requiring investments to maintain, expand, upgrade or enhance existing operations and to meet environmental and operational regulations. Our capital requirements have consisted of, and are expected to continue to consist of, maintenance capital expenditures and expansion capital expenditures. “Maintenance capital expenditures” represent capital expenditures to replace partially or fully depreciated assets to maintain the operating capacity of existing assets. Maintenance capital expenditures include expenditures required to maintain equipment reliability, tankage and pipeline integrity, safety and to address environmental regulations. “Expansion capital expenditures” represent capital expenditures to expand the operating capacity of existing or new assets, whether through construction or acquisition. Expansion capital expenditures include expenditures to acquire assets, to grow our business and to expand existing facilities, such as projects that increase throughput capacity on our pipelines and in our terminals. Repair and maintenance expenses associated with existing assets that are minor in nature and do not extend the useful life of existing assets are charged to operating expenses as incurred.

Each year the board of directors of HLS, our ultimate general partner, approves our annual capital budget, which specifies capital projects that our management is authorized to undertake. Additionally, at times when conditions warrant or as new opportunities arise, additional projects may be approved. The funds allocated for a particular capital project may be expended over a period in excess of a year, depending on the time required to complete the project. Therefore, our planned capital expenditures for a given year consist of expenditures approved for capital projects included in the current year’s capital budget as well as, in certain cases, expenditures approved for capital projects in capital budgets for prior years. Our current 2021 capital forecast is comprised of approximately $17 million to $21 million for maintenance capital expenditures, $5 million to $8 million for refinery unit turnarounds and $38 million to $42 million for expansion capital expenditures and our share of Cushing Connect Joint Venture investments. We expect the majority of the 2021 expansion capital to be invested in our share of Cushing Connect Joint Venture investments. In addition to our capital budget, we may spend funds periodically to perform capital upgrades or additions to our assets where a customer reimburses us for such costs. The upgrades or additions would generally benefit the customer over the remaining life of the related service agreements.

We expect that our currently planned sustaining and maintenance capital expenditures, as well as planned expenditures for acquisitions and capital development projects, will be funded with cash generated by operations.

Under the terms of the transaction to acquire HFC’s 75% interest in UNEV, we issued to HFC a Class B unit comprising a noncontrolling equity interest in a wholly-owned subsidiary subject to redemption to the extent that HFC is entitled to a 50% interest in our share of annual UNEV earnings before interest, income taxes, depreciation, and amortization above $30 million beginning July 1, 2015, and ending in June 2032, subject to certain limitations. However, to the extent earnings thresholds are not achieved, no redemption payments are required. No redemption payments have been required to date.

Credit Agreement

In April 2021, we amended our Credit Agreement decreasing the commitments under the facility from $1.4 billion to $1.2 billion and extending the maturity date to July 27, 2025. The Credit Agreement is available to fund capital expenditures, investments, acquisitions, distribution payments and working capital and for general partnership purposes. The Credit Agreement is also available to fund letters of credit up to a $50 million sub-limit, and it continues to provide for an accordion feature that allows us to increase the commitments under the Credit Agreement up to a maximum amount of $1.7 billion.

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Our obligations under the Credit Agreement are collateralized by substantially all of our assets, and indebtedness under the Credit Agreement is guaranteed by our material, wholly-owned subsidiaries. The Credit Agreement requires us to maintain compliance with certain financial covenants consisting of total leverage, senior secured leverage, and interest coverage. It also limits or restricts our ability to engage in certain activities. If, at any time prior to the expiration of the Credit Agreement, HEP obtains two investment grade credit ratings, the Credit Agreement will become unsecured and many of the covenants, limitations, and restrictions will be eliminated.

We may prepay all loans at any time without penalty, except for tranche breakage costs. If an event of default exists under the Credit Agreement, the lenders will be able to accelerate the maturity of all loans outstanding and exercise other rights and remedies. We were in compliance with the covenants under the Credit Agreement as of June 30, 2021.

Senior Notes

As of June 30, 2021, we had $500 million in aggregate principal amount of 5% Senior Notes due in 2028.

On February 4, 2020, we closed a private placement of $500 million in aggregate principal amount of 5% Senior Notes due in 2028. On February 5, 2020, we redeemed the existing $500 million 6% Senior Notes at a redemption cost of $522.5 million, at which time we recognized a $25.9 million early extinguishment loss consisting of a $22.5 million debt redemption premium and unamortized financing costs of $3.4 million. We funded the $522.5 million redemption with proceeds from the issuance of our 5% Senior Notes and borrowings under our Credit Agreement.

The 5% Senior Notes are unsecured and impose certain restrictive covenants, including limitations on our ability to incur additional indebtedness, make investments, sell assets, incur certain liens, pay distributions, enter into transactions with affiliates, and enter into mergers. We were in compliance with the restrictive covenants for the 5% Senior Notes as of June 30, 2021. At any time when the 5% Senior Notes are rated investment grade by either Moody’s or Standard & Poor’s and no default or event of default exists, we will not be subject to many of the foregoing covenants. Additionally, we have certain redemption rights at varying premiums over face value under the 5% Senior Notes.

Indebtedness under the 5% Senior Notes is guaranteed by all of our existing wholly-owned subsidiaries (other than Holly Energy Finance Corp. and certain immaterial subsidiaries).

Long-term Debt

The carrying amounts of our long-term debt are as follows:

						June 30, 2021						December 31, 2020
						(In thousands)
Credit Agreement						$	870,000					913,500
5% Senior Notes
Principal						500,000						500,000
Unamortized debt issuance costs						(7,430)						(7,897)
						492,570						492,103
Total long-term debt						$	1,362,570					$	1,405,603

Contractual Obligations

There were no significant changes to our long-term contractual obligations during the quarter ended June 30, 2021.

Impact of Inflation

Inflation in the United States did not have a material impact on our results of operations for the six months ended June 30, 2021 and 2020. PPI has increased an average of 0.9% annually over the past five calendar years, including a decrease of 1.4% in 2020 and an increase of 0.8% in 2019. PPI for the first six months of 2021 increased by 6.0% over the first six months of 2020.

The substantial majority of our revenues are generated under long-term contracts that provide for increases or decreases in our rates and minimum revenue guarantees annually for increases or decreases in the PPI. Certain of these contracts have

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provisions that limit the level of annual PPI percentage rate increases or decreases, and the majority of our rates do not decrease when PPI is negative. A significant and prolonged period of high inflation or a significant and prolonged period of negative inflation could adversely affect our cash flows and results of operations if costs increase at a rate greater than the fees we charge our shippers.

Environmental Matters

Our operation of pipelines, terminals, and associated facilities in connection with the transportation and storage of refined products and crude oil is subject to stringent and complex federal, state, and local laws and regulations governing the discharge of materials into the environment, or otherwise relating to the protection of the environment. As with the industry generally, compliance with existing and anticipated laws and regulations increases our overall cost of business, including our capital costs to construct, maintain, and upgrade equipment and facilities. While these laws and regulations affect our maintenance capital expenditures and net income, we believe that they do not affect our competitive position given that the operations of our competitors are similarly affected. However, these laws and regulations, and the interpretation or enforcement thereof, are subject to frequent change by regulatory authorities, and we are unable to predict the ongoing cost to us of complying with these laws and regulations or the future impact of these laws and regulations on our operations. Violation of environmental laws, regulations, and permits can result in the imposition of significant administrative, civil and criminal penalties, injunctions, and construction bans or delays. A major discharge of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, subject us to substantial expense, including both the cost to comply with applicable laws and regulations and claims made by employees, neighboring landowners and other third parties for personal injury and property damage.

Under the Omnibus Agreement and certain transportation agreements and purchase agreements with HFC, HFC has agreed to indemnify us, subject to certain monetary and time limitations, for environmental noncompliance and remediation liabilities associated with certain assets transferred to us from HFC and occurring or existing prior to the date of such transfers.

We have an environmental agreement with Delek with respect to pre-closing environmental costs and liabilities relating to the pipelines and terminals acquired from Delek in 2005, under which Delek will indemnify us subject to certain monetary and time limitations.

There are environmental remediation projects in progress that relate to certain assets acquired from HFC. Certain of these projects were underway prior to our purchase and represent liabilities retained by HFC. At June 30, 2021, we had an accrual of $4.3 million that related to environmental clean-up projects for which we have assumed liability or for which the indemnity provided for by HFC has expired or will expire. The remaining projects, including assessment and monitoring activities, are covered under the HFC environmental indemnification discussed above and represent liabilities of HFC.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these 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 as of the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2020. Certain critical accounting policies that materially affect the amounts recorded in our consolidated financial statements include revenue recognition, assessing the possible impairment of certain long-lived assets and goodwill, and assessing contingent liabilities for probable losses. There have been no changes to these policies in 2021. We consider these policies to be critical to understanding the judgments that are involved and the uncertainties that could impact our results of operations, financial condition and cash flows.

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Accounting Pronouncements Adopted During the Periods Presented

Credit Losses Measurement

In June 2016, ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” was issued requiring measurement of all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This standard was effective January 1, 2020. Adoption of the standard did not have a material impact on our financial condition, results of operations or cash flows.

RISK MANAGEMENT

The market risk inherent in our debt positions is the potential change arising from increases or decreases in interest rates as discussed below.

At June 30, 2021, we had an outstanding principal balance of $500 million on our 5% Senior Notes. A change in interest rates generally would affect the fair value of the 5% Senior Notes, but not our earnings or cash flows. At June 30, 2021, the fair value of our 5% Senior Notes was $512.2 million. We estimate a hypothetical 10% change in the yield-to-maturity applicable to the 5% Senior Notes at June 30, 2021 would result in a change of approximately $13.2 million in the fair value of the underlying 5% Senior Notes.

For the variable rate Credit Agreement, changes in interest rates would affect cash flows, but not the fair value. At June 30, 2021, borrowings outstanding under the Credit Agreement were $870.0 million. A hypothetical 10% change in interest rates applicable to the Credit Agreement would not materially affect our cash flows.

Our operations are subject to normal hazards of operations, including but not limited to fire, explosion, cyberattacks and weather-related perils. We maintain various insurance coverages, including property damage, business interruption and cyber insurance, subject to certain deductibles and insurance policy terms and conditions. We are not fully insured against certain risks because such risks are not fully insurable, coverage is unavailable, or premium costs, in our judgment, do not justify such expenditures.

We have a risk management oversight committee that is made up of members from our senior management. This committee monitors our risk environment and provides direction for activities to mitigate, to an acceptable level, identified risks that may adversely affect the achievement of our goals.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices. See “Risk Management” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of market risk exposures that we have with respect to our long-term debt, which disclosure should be read in conjunction with the quantitative and qualitative disclosures about market risk contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Since we do not own products shipped on our pipelines or terminalled at our terminal facilities, we do not have direct market risks associated with commodity prices.

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Item 4.Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Our principal executive officer and principal financial officer have evaluated, as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2021, at a reasonable level of assurance.

(b) Changes in internal control over financial reporting

During the three months ended June 30, 2021, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.Legal Proceedings

In the ordinary course of business, we may become party to legal, regulatory or administrative proceedings or governmental investigations, including environmental and other matters. Damages or penalties may be sought from us in some matters and certain matters may require years to resolve. While the outcome and impact of these proceedings and investigations on us cannot be predicted with certainty, based on advice of counsel and information currently available to us, management believes that the resolution of these proceedings and investigations, through settlement or adverse judgment, will not, either individually or in the aggregate, have a materially adverse effect on our financial condition, results of operations or cash flows.

 

Item 1A.Risk Factors

Except for the risk factors below, there have been no material changes in our risk factors as previously disclosed in Part 1, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. In addition to the other information set forth in this quarterly report, you should consider carefully the information discussed in our 2020 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our 2020 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or future results.

The pending HEP Transactions may not be consummated on a timely basis or at all. Failure to complete the acquisition within the expected timeframe or at all could adversely affect our common unit price and our future business and financial results.

On August 2, 2021, we entered into the Contribution Agreement with Sinclair and certain other parties thereto to acquire all of the issued and outstanding capital stock of STC. We expect the acquisition to close in mid-2022. The HEP Transactions are subject to closing conditions. If these conditions are not satisfied or waived, the acquisition will not be consummated. If the closing of the HEP Transactions is substantially delayed or do 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. The closing conditions include, among others, the absence of a law or order prohibiting the transactions contemplated by the business combination agreement and the termination or expiration of any waiting periods under the Hart-Scott Rodino Act, as amended, with respect to the acquisition. We will also incur substantial transaction costs whether or not the acquisition is completed. Any failure to complete the HEP Transactions could have a material adverse effect on our common unit price, our competitiveness and reputation in the marketplace, and our future business and financial results, including our ability to execute on our strategy to return capital to our unitholders that was described in our press release and investor presentation announcing the HEP Transactions.

The anticipated benefits of our pending HEP Transactions may not be realized fully or at all or may take longer to realize than expected.

The HEP Transactions will require management to devote significant attention and resources to integrating the Sinclair business with our business. Potential difficulties that may be encountered in the integration process include, among others:

a.the inability to successfully integrate the Sinclair business into the HEP business in a manner that permits us to achieve the full revenue and cost savings anticipated from the Sinclair Transactions;

b.complexities associated with managing the larger, integrated business;

c.potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the acquisition;

d.integrating personnel from the two companies while maintaining focus on providing consistent, high-quality products and services;

e.loss of key employees;

f.integrating relationships with customers, vendors and business partners;

g.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 integrating Sinclair’s operations into HEP; and

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h.the disruption of, or the loss of 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 this integration will result in the realization of the full benefits of synergies, cost savings, innovation and operational efficiencies that we currently expect from this integration or that these benefits will be achieved within the anticipated time frame.

The actual value of the consideration we will pay to Sinclair may exceed the value allocated to such consideration at the time we entered into the Contribution Agreement.

Under the Contribution Agreement, at closing, we will pay Sinclair a cash payment of $325 million and issue Sinclair 21 million common units, which represents a transaction value of approximately $758 million based on the closing price of our common units on July 30, 2021. Neither we nor the Sinclair stockholders are permitted to “walk away” from the transaction solely because of changes in the market price of our common units between the signing of the Contribution Agreement and the closing. Our common units have historically experienced volatility. Common unit price changes may result from a variety of factors that are beyond our control, including changes in our business, operations and prospects, regulatory considerations and general market and economic conditions. The closing price of our common units on the New York Stock Exchange on July 30, 2021, was $20.60; and on August 5, 2021, the closing price of our common units was $17.75. The value of the common units we issue in connection with the closing of the Sinclair Transactions may be significantly higher at the closing than when we entered into the Contribution Agreement.

We will issue a large number of common units in connection with the HEP Transactions, which will result in dilution to our existing unitholders and may cause the market price of our common units to decline in the future as the result of sales of our common units owned by Sinclair stockholders or current HEP unitholders. Our unitholders may not realize a benefit from the Sinclair Transactions commensurate with the ownership dilution they will experience.

At the closing of the HEP Transactions, we will issue 21 million common units to Sinclair. Our issuance of such common units will result in dilution of our existing unitholders’ ownership interests and may also have an adverse impact on our net income per unit in fiscal periods that include (or follow) the closing. The Unitholders Agreement (the “Unitholders Agreement”) between HEP, its ultimate general partner, certain other parties, and the stockholders of Sinclair (the “Sinclair Parties”) also subjects 15.75 million of the HEP common limited partner units issued to the Sinclair Parties (the “Restricted Units”) to a “lock-up” period commencing on the closing date, during which the Sinclair Parties will be prohibited from selling the Restricted Units, except for certain permitted transfers. One-third of such Restricted Units will be released from such restrictions on the date that is six months after the closing, one-third of the Restricted Units will be released from such restrictions on the first anniversary of the closing date, and the remainder will be released from such restrictions on the date that is 15 months from the closing date. In addition, the Unitholders Agreement contains customary registration rights, requiring us to file, within five business days following the closing date, a shelf registration statement on Form S-3 under the Securities Act, to permit the public resale of all the registrable securities held by the Sinclair Parties once such securities are no longer subject to a lock-up.

Following their receipt of common units as consideration in the HEP Transactions, subject to release from the associated lock-up provisions and the filing of a resale registration statement or satisfaction of the requirements of Rule 144, the Sinclair Parties may seek to sell the common units delivered to them. Other HEP unitholders may also seek to sell our common units held by them following, or in anticipation of, completion of the HEP Transactions. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of common units, may affect the market for, and the market price of, our common units in an adverse manner.

If we are unable to realize the strategic and financial benefits currently anticipated from the Sinclair Transactions, our unitholders will have experienced dilution of their ownership interest without receiving commensurate benefit, and we may be unable to execute on our strategy to return capital to our unitholders that was described in our press release and investor presentation announcing the Sinclair Transactions.

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Potential litigation relating to the Sinclair Transactions could result in substantial costs to HEP.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert the time and resources of management. An adverse judgment could result in monetary damages, which could have a negative impact on HEP's liquidity and financial condition.

Item 6.Exhibits

The Exhibit Index beginning on page 54 of this Quarterly Report on Form 10-Q lists the exhibits that are filed or furnished, as applicable, as part of this Quarterly Report on Form 10-Q.

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Exhibit Index

Exhibit Number						Description
2.1†						Contribution Agreement, dated as of August 2, 2021, by and among Holly Energy Partners, L.P., The Sinclair Companies, and Sinclair Transportation Company (incorporated by reference to Exhibit 2.1 of Registrant’s Current Report on Form 8-K filed on August 3, 2021, File No. 1-32225).
3.1						Second Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on November 1, 2017, File No. 1-32225).
3.2						First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners - Operating Company, L.P. (incorporated by reference to Exhibit 3.2 of Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, File No. 1-32225).
3.3						First Amended and Restated Agreement of Limited Partnership of HEP Logistics Holdings, L.P. (incorporated by reference to Exhibit 3.4 of Registrant’s Quarterly Report on Form 10-Q for its quarterly period ended June 30, 2004, File No. 1-32225).
3.4						First Amended and Restated Limited Liability Company Agreement of Holly Logistic Services, L.L.C. (incorporated by reference to Exhibit 3.5 of Registrant’s Quarterly Report on Form 10-Q for its quarterly period ended June 30, 2004, File No. 1-32225).
3.5						Amendment No. 1 to the First Amended and Restated Limited Liability Company Agreement of Holly Logistic Services, L.L.C., dated April 27, 2011 (incorporated by reference to Exhibit 3.1 of Registrant’s Form 8-K Current Report filed on May 3, 2011, File No. 1-32225).
3.6						First Amended and Restated Limited Liability Company Agreement of HEP Logistics GP, L.L.C. (incorporated by reference to Exhibit 3.6 of Registrant’s Quarterly Report on Form 10-Q for its quarterly period ended June 30, 2004, File No. 1-32225).
10.1						First Amendment to Seventh Amended and Restated Master Throughput Agreement, entered into as of April 30, 2021, effective as of April 1, 2021 by and between HollyFrontier Refining & Marketing LLC and Holly Energy Partners - Operating, L.P. (incorporated by reference to Exhibit 10.9 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, File No. 1-32225).
10.2†						Amendment No. 1 to Third Amended and Restated Credit Agreement dated April 30, 2021, among Holly Energy Partners, L.P., as borrower, certain of its affiliates, as guarantors, Wells Fargo Bank, National Association, as administrative agent, an issuing bank and a lender, and certain other lenders party thereto (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed on May 3, 2021, File No.1-32225).
10.3*						Second Amendment to Seventh Amended and Restated Master Throughput Agreement, entered into as of July 27, 2021, effective as of May 1, 2021, by and between HollyFrontier Refining & Marketing LLC and Holly Energy Partners – Operating L.P.
10.4†						Unitholders Agreement, dated as of August 2, 2021, by and among Holly Energy Partners, L.P., Holly Logistic Services, L.L.C., Navajo Pipeline Co., L.P., The Sinclair Companies, and the unitholders set forth on Schedule I thereto, as may be amended from time to time (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed on August 3, 2021, File No. 1-32225).
10.5						Letter Agreement, dated as of August 2, 2021, by and among HollyFrontier Corporation and Holly Energy Partners, L.P. (incorporated by reference to Exhibit 10.2 of Registrant’s Current Report on Form 8-K filed on August 3, 2021, File No. 1-32225).
31.1*						Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
101++						The following financial information from Holly Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statement of Partners’ Equity, and (v) Notes to Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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*			Filed herewith.
**			Furnished herewith.
+			Constitutes management contracts or compensatory plans or arrangements.
++			Filed electronically herewith.
†			Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of regulation S-K. The registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.

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HOLLY ENERGY PARTNERS, L.P.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

			HOLLY ENERGY PARTNERS, L.P.
			(Registrant)
						By: HEP LOGISTICS HOLDINGS, L.P. its General Partner
						By: HOLLY LOGISTIC SERVICES, L.L.C. its General Partner
Date: August 6, 2021						/s/    John Harrison
						John Harrison
						Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
Date: August 6, 2021						/s/    Kenneth P. Norwood
						Kenneth P. Norwood
						Vice President and Controller (Principal Accounting Officer)

 

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