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: ~~September 30, 2020~~March 31, 2021


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

For the transition period from to

Commission File Number: 001-36446

PBF LOGISTICS LP

(Exact name of registrant as specified in its charter)


Delaware		35-2470286
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Sylvan Way, Second Floor
Parsippany,	New Jersey	07054
(Address of principal executive offices)		(Zip Code)

(973) 455-7500

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Units Representing Limited Partner Interests	PBFX	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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

☐

☑

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~October 26, 2020,~~April 23, 2021, there were ~~62,360,524~~62,365,612 common units outstanding.

PBF LOGISTICS LP

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION			6

Item 1. Financial Statements (Unaudited)			6
Condensed Consolidated Balance Sheets as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020			6
Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~			7
Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~			8
Notes to Condensed Consolidated Financial Statements			10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2623

Item 3. Quantitative and Qualitative Disclosures About Market Risk			4842

Item 4. Controls and Procedures			4942

PART II - OTHER INFORMATION			5043

Item 1. Legal Proceedings			5043

Item 1A. Risk Factors			5043

Item ~~5. Other Information~~			51

~~Item~~ 6. Exhibits			5244

Signatures			5345

EXPLANATORY NOTE

PBF Logistics LP (“PBFX” or the “Partnership”) is a Delaware limited partnership formed in February 2013. PBF Logistics GP LLC (“PBF GP” or “our general partner”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of PBF LLC and, as of ~~September 30, 2020,~~March 31, 2021, owned 99.2% of the total economic interest in PBF LLC. In addition, PBF LLC is the sole managing member of PBF Holding Company LLC (“PBF Holding”), a Delaware limited liability company and affiliate of PBFX. PBF LLC ~~owns~~owned 29,953,631 PBFX common units constituting an aggregate of 48.0% limited partner interest in PBFX, with the remaining 52.0% limited partner interest owned by public unitholders as of ~~September 30, 2020.~~March 31, 2021.

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2020~~March 31, 2021 (this “Form 10-Q”) to “Predecessor,” and “we,” “our,” “us,” or like terms, when used in the context of periods prior to the completion of certain acquisitions from PBF LLC, refer to PBF MLP Predecessor, our predecessor for accounting purposes (our “Predecessor”), which includes assets, liabilities and results of operations of certain crude oil, refined products, natural gas and intermediates transportation, terminaling, storage and processing assets previously operated and owned by PBF Holding’s subsidiaries and PBF Holding’s previously held subsidiaries. As of ~~September 30, 2020,~~March 31, 2021, PBF Holding, together with its subsidiaries, owns and operates six oil refineries (two of which are operated as a single unit) and related facilities in North America. PBF Energy, through its ownership of PBF LLC, controls all of the business and affairs of PBFX and PBF Holding.

References in this Form 10-Q to “PBF Logistics LP,” “PBFX,” the “Partnership,” “we,” “our,” or “us,” or like terms used in the context of periods on or after the completion of certain acquisitions from PBF LLC, refer to PBF Logistics LP and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q (including information incorporated by reference) contains certain “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time, make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time; therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and, of course, it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations, which we refer to as “cautionary statements,” are disclosed under “Item 1A. Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” elsewhere in this Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (our ~~“2019~~“2020 Form 10-K”) and in our other filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking information in this Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

•changes in general economic conditions, including market and macro-economic disruptions resulting from the coronavirus disease 2019 (“COVID-19”) pandemic and related governmental and consumer responses;

•our ability to make, complete and integrate acquisitions from affiliates or third parties, and to realize the benefits from such acquisitions;

•our ability to have sufficient cash from operations to enable us to pay the minimum quarterly distribution;

•competitive conditions in our industry;

•actions taken by our customers and competitors;

•the supply of, and demand for, crude oil, refined products, natural gas and logistics services;

•our ability to successfully implement our business plan;

•our dependence on PBF Energy for a substantial majority of our revenue subjects us to the business risks of PBF Energy, which include the possibility that contracts will not be renewed because they are no longer beneficial for PBF Energy;

•a substantial majority of our revenue is generated at PBF Energy’s facilities, particularly at PBF Energy’s Delaware City, Toledo and Torrance refineries, and any adverse development at any of these facilities could have a material adverse effect on us;

•our ability to complete internal growth projects on time and on budget;

•the price and availability of debt and equity financing;

•operating hazards and other risks incidental to the processing of crude oil and the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates;

•natural disasters, weather-related delays, casualty losses and other matters beyond our control;

•the threat of cyber-attacks;

•our and PBF Energy’s increased dependence on technology;

•interest rates;

•labor relations;

•changes in the availability and cost of capital;

•the effects of existing and future laws and governmental regulations, including those related to the shipment of crude oil by rail;

•changes in insurance markets impacting costs and the level and types of coverage available;

•the timing and extent of changes in commodity prices and demand for PBF Energy’s refined products and natural gas and the differential in the prices of different crude oils;

•the suspension, reduction or termination of PBF Energy’s obligations under our commercial agreements;

•disruptions due to equipment interruption or failure at our facilities, PBF Energy’s facilities or third-party facilities on which our business is dependent;

•our general partner and its affiliates, including PBF Energy, have conflicts of interest with us and limited duties to us and our unitholders, and they may favor their own interests to the detriment of us and our other common unitholders;

•our partnership agreement restricts the remedies available to holders of our common units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty;

•holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors;

•our tax treatment depends on our status as a partnership for U.S. federal income tax purposes, as well as not being subject to a material amount of entity level taxation by individual states;

•changes at any time (including on a retroactive basis) in the tax treatment of publicly traded partnerships, including related impacts on potential dropdown transactions with PBF LLC, or an investment in our common units;

•our unitholders will be required to pay taxes on their share of our taxable income even if they do not receive any cash distributions from us;

•the effects of future litigation; and

•other factors discussed elsewhere in this Form 10-Q.

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Form 10-Q may not in fact occur. Accordingly, investors should not place undue reliance on those statements.

Our forward-looking statements speak only as of the date of this Form 10-Q. Except as required by applicable law, including the securities laws of the U.S., we undertake no obligation to update or revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

PBF LOGISTICS LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except unit data)


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	27,851	$	34,966	Cash and cash equivalents	$	43,966	$	36,284

Accounts receivable - affiliates	Accounts receivable - affiliates	55,902		48,056		Accounts receivable - affiliates	58,975		53,220
Accounts receivable	Accounts receivable	9,410		7,351		Accounts receivable	3,967		11,382
Prepaids and other current assets	Prepaids and other current assets	4,393		3,828		Prepaids and other current assets	1,855		2,590
Total current assets	Total current assets	97,556		94,201		Total current assets	108,763		103,476
Property, plant and equipment, net	Property, plant and equipment, net	829,832		854,610		Property, plant and equipment, net	814,335		820,174
Goodwill	Goodwill	6,332		6,332		Goodwill	6,332		6,332
Other non-current assets	Other non-current assets	8,047		17,859		Other non-current assets	3,407		3,570
Total assets	Total assets	$	941,767	$	973,002	Total assets	$	932,837	$	933,552

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable - affiliates	Accounts payable - affiliates	$	6,569	$	6,454	Accounts payable - affiliates	$	5,641	$	4,940
Accounts payable	Accounts payable	5,013		10,224		Accounts payable	5,822		4,602
Accrued liabilities	Accrued liabilities	36,047		27,839		Accrued liabilities	24,665		32,224

Deferred revenue	Deferred revenue	5,503		3,189		Deferred revenue	2,454		2,117
Total current liabilities	Total current liabilities	53,132		47,706		Total current liabilities	38,582		43,883
Long-term debt	Long-term debt	733,414		802,104		Long-term debt	706,274		720,845
Other long-term liabilities	Other long-term liabilities	1,665		18,109		Other long-term liabilities	1,475		1,607
Total liabilities	Total liabilities	788,211		867,919		Total liabilities	746,331		766,335

Commitments and contingencies (Note 10)
Commitments and contingencies (Note 9)						Commitments and contingencies (Note 9)	0		0

Equity:	Equity:					Equity:

Common unitholders (62,360,524 and 62,130,035 units issued and outstanding, as of September 30, 2020 and December 31, 2019, respectively)		153,556		105,083
Common unitholders (62,365,612 and 62,364,838 units issued and outstanding, as of March 31, 2021 and December 31, 2020, respectively)						Common unitholders (62,365,612 and 62,364,838 units issued and outstanding, as of March 31, 2021 and December 31, 2020, respectively)	186,506		167,217

Total equity	Total equity	153,556		105,083		Total equity	186,506		167,217
Total liabilities and equity	Total liabilities and equity	$	941,767	$	973,002	Total liabilities and equity	$	932,837	$	933,552

See Notes to Condensed Consolidated Financial Statements.

PBF LOGISTICS LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except unit and per unit data)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Revenue:	Revenue:									Revenue:
Affiliate	Affiliate	$	70,716	$	78,026	$	218,681	$	224,014	Affiliate	$	75,933	$	75,543
Third-party	Third-party	18,294		8,351		52,487		23,958		Third-party	11,572		17,486
Total revenue	Total revenue	89,010		86,377		271,168		247,972		Total revenue	87,505		93,029

Costs and expenses:	Costs and expenses:									Costs and expenses:
Operating and maintenance expenses	Operating and maintenance expenses	22,730		28,356		75,385		86,825		Operating and maintenance expenses	25,048		29,501
General and administrative expenses	General and administrative expenses	4,112		4,552		12,798		18,142		General and administrative expenses	4,464		4,387
Depreciation and amortization	Depreciation and amortization	14,305		9,079		36,821		26,654		Depreciation and amortization	9,405		11,282
Impairment expense		7,000		0		7,000		0

Change in contingent consideration	Change in contingent consideration	(14,765)		0		(14,235)		0		Change in contingent consideration	655		206
Total costs and expenses	Total costs and expenses	33,382		41,987		117,769		131,621		Total costs and expenses	39,572		45,376

Income from operations	Income from operations	55,628		44,390		153,399		116,351		Income from operations	47,933		47,653

Other expense:	Other expense:									Other expense:
Interest expense, net	Interest expense, net	(10,544)		(12,230)		(33,929)		(34,359)		Interest expense, net	(10,287)		(11,849)
Amortization of loan fees and debt premium	Amortization of loan fees and debt premium	(328)		(444)		(1,309)		(1,339)		Amortization of loan fees and debt premium	(429)		(439)
Accretion on discounted liabilities	Accretion on discounted liabilities	(594)		(722)		(1,726)		(2,255)		Accretion on discounted liabilities	(6)		(552)

Net income		44,162		30,994		116,435		78,398

Less: Net income attributable to noncontrolling interest		0		0		0		7,881

Net income attributable to PBF Logistics LP unitholders	Net income attributable to PBF Logistics LP unitholders	$	44,162	$	30,994	$	116,435	$	70,517	Net income attributable to PBF Logistics LP unitholders	$	37,211	$	34,813

Net income per limited partner unit:	Net income per limited partner unit:									Net income per limited partner unit:
Common units - basic	Common units - basic	$	0.71	$	0.50	$	1.87	$	1.23	Common units - basic	$	0.59	$	0.56
Common units - diluted	Common units - diluted	0.71		0.50		1.87		1.23		Common units - diluted	0.59		0.56

Weighted-average limited partner units outstanding:	Weighted-average limited partner units outstanding:									Weighted-average limited partner units outstanding:
Common units - basic	Common units - basic	62,519,105		62,361,974		62,424,217		57,314,382		Common units - basic	62,646,664		62,370,927
Common units - diluted	Common units - diluted	62,529,489		62,460,669		62,429,475		57,385,166		Common units - diluted	62,780,594		62,473,094

See Notes to Condensed Consolidated Financial Statements.

PBF LOGISTICS LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	116,435	$	78,398	Net income	$	37,211	$	34,813
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	36,821		26,654		Depreciation and amortization	9,405		11,282
Impairment expense		7,000		0

Amortization of loan fees and debt premium	Amortization of loan fees and debt premium	1,309		1,339		Amortization of loan fees and debt premium	429		439
Accretion on discounted liabilities	Accretion on discounted liabilities	1,726		2,255		Accretion on discounted liabilities	6		552
Unit-based compensation expense	Unit-based compensation expense	3,242		5,622		Unit-based compensation expense	989		1,302
Change in contingent consideration	Change in contingent consideration	(14,235)		0		Change in contingent consideration	655		206
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable - affiliates	Accounts receivable - affiliates	(7,846)		(29,351)		Accounts receivable - affiliates	(5,755)		(39,055)
Accounts receivable	Accounts receivable	(2,059)		2,369		Accounts receivable	7,415		174
Prepaids and other current assets	Prepaids and other current assets	(565)		(1,486)		Prepaids and other current assets	735		(1,733)

Accounts payable - affiliates	Accounts payable - affiliates	115		137		Accounts payable - affiliates	701		7,034
Accounts payable	Accounts payable	(5,674)		1,894		Accounts payable	1,423		(1,537)
Accrued liabilities	Accrued liabilities	7,748		9,672		Accrued liabilities	1,357		6,689
Deferred revenue	Deferred revenue	2,314		81		Deferred revenue	337		(413)
Other assets and liabilities	Other assets and liabilities	(4,902)		(1,941)		Other assets and liabilities	(86)		(1,106)
Net cash provided by operating activities	Net cash provided by operating activities	141,429		95,643		Net cash provided by operating activities	54,822		18,647

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:

Expenditures for property, plant and equipment	Expenditures for property, plant and equipment	(9,635)		(23,180)		Expenditures for property, plant and equipment	(1,254)		(6,080)

Net cash used in investing activities	Net cash used in investing activities	$	(9,635)	$	(23,180)	Net cash used in investing activities	$	(1,254)	$	(6,080)

See Notes to Condensed Consolidated Financial Statements.

PBF LOGISTICS LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(unaudited, in thousands)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Proceeds from issuance of common units		$	0	$	132,483

Acquisition of TVPC noncontrolling interest		0		(200,000)

Distributions to unitholders	Distributions to unitholders	(69,718)		(91,611)		Distributions to unitholders	$	(18,710)	$	(32,308)

Distributions to TVPC members		0		(8,500)

Proceeds from revolving credit facility	Proceeds from revolving credit facility	100,000		228,000		Proceeds from revolving credit facility	0		100,000

Repayment of revolving credit facility	Repayment of revolving credit facility	(170,000)		(101,000)		Repayment of revolving credit facility	(15,000)		0

Payments of contingent consideration						Payments of contingent consideration	(12,176)		0
Deferred financing costs and other	Deferred financing costs and other	809		835		Deferred financing costs and other	0		798
Net cash used in financing activities	Net cash used in financing activities	(138,909)		(39,793)		Net cash used in financing activities	(45,886)		68,490

Net change in cash and cash equivalents	Net change in cash and cash equivalents	(7,115)		32,670		Net change in cash and cash equivalents	7,682		81,057
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	34,966		19,908		Cash and cash equivalents, beginning of period	36,284		34,966
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	27,851	$	52,578	Cash and cash equivalents, end of period	$	43,966	$	116,023

Supplemental disclosure of non-cash investing and financing activities:	Supplemental disclosure of non-cash investing and financing activities:					Supplemental disclosure of non-cash investing and financing activities:
Accrued and unpaid capital expenditures	Accrued and unpaid capital expenditures	$	843	$	338	Accrued and unpaid capital expenditures	$	3,147	$	473
Contribution of net assets from PBF LLC		0		242

Units issued in connection with the IDR Restructuring		0		215,300

Assets acquired under operating leases		0		482

See Notes to Condensed Consolidated Financial Statements.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

PBF Logistics LP (“PBFX” or the “Partnership”) is a Delaware master limited partnership formed in February 2013. PBF Logistics GP LLC (“PBF GP” or “our general partner”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of PBF LLC and, as of ~~September 30, 2020,~~March 31, 2021, owned 99.2% of the total economic interest in PBF LLC. In addition, PBF LLC is the sole managing member of PBF Holding Company LLC (“PBF Holding”), a Delaware limited liability company and affiliate of PBFX. PBF LLC owned 29,953,631 PBFX common units constituting an aggregate of 48.0% limited partner interest in PBFX, with the remaining 52.0% limited partner interest owned by public unitholders as of ~~September 30, 2020.~~March 31, 2021.

PBFX engages in the processing of crude oil and the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates. The Partnership generally does not take ownership of or receive any payments based on the value of the crude oil, products, natural gas or intermediates that it handles and does not engage in the trading of any commodities. PBFX’s assets are integral to the operations of PBF Holding’s refineries, and, as a result, the Partnership continues to generate a substantial majority of its revenue from transactions with PBF Holding. Additionally, certain of PBFX’s assets generate revenue from third-party transactions.

~~Business Developments~~

On October 1, 2018, we acquired from Crown Point International LLC (“Crown Point”), its wholly-owned subsidiary, CPI Operations LLC (“CPI”). In connection with the acquisition, the purchase and sale agreement included an earn-out provision related to an existing commercial agreement with a third party, based on the future results of certain acquired idled assets, which recommenced operations in October 2019. Pursuant to the terms of the commercial agreement, in the third quarter of 2020, the counterparty exercised its right to terminate the contract at the conclusion of the current contract year, resulting in an adjustment to the Contingent Consideration (as defined in Note 10 “Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements). Refer to Note 10 “Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements for further discussion. In addition, as a result of the contract termination, the Partnership recorded an impairment charge to write-down the related processing unit assets and customer contract intangible asset of $3,000 and $4,000, respectively. The impairment charge represents a write-down of the CPI assets due to the reduction of future earnings as a result of the contract termination. The fair values of the assets were determined using the income approach and was based on the expected future net cash flows over the remaining contractual period. Level 3 assumptions were used in the calculation to determine the net cash flows used in the impairment analysis. The assumptions included an estimate of future revenue based on the terms of the contract, an estimate of operating and maintenance expenses associated with the operation of the assets and an estimate of the cost to shut-down the facility at the conclusion of the contractual period. Refer to Note 5 “Property, Plant and Equipment, Net” and Note 6 “Goodwill and Intangibles” of the Notes to Condensed Consolidated Financial Statements for further discussion.

Principles of Combination and Consolidation and Basis of Presentation

In connection with, and subsequent to, PBFX’s initial public offering (“IPO”), the Partnership has acquired certain assets from PBF LLC (collectively referred to as the “Contributed Assets”). Such acquisitions completed subsequent to the IPO were made through a series of dropdown transactions with PBF LLC (collectively referred to as the “Acquisitions from PBF”). The assets, liabilities and results of operations of the Contributed Assets prior to their acquisition by PBFX are collectively referred to as the “Predecessor.” The transactions through which PBFX acquired the Contributed Assets were transfers of assets between entities under common control. The accompanying condensed consolidated financial statements and related notes present solely the consolidated financial position and consolidated financial results of PBFX. Refer to the Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (the ~~“2019~~“2020 Form 10-K”) for additional

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)~~

information regarding the Acquisitions from PBF and the agreements that were entered into or amended with related parties in connection with these acquisitions.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, PBFX has included all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows of PBFX for the periods presented. The results of operations for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 are not necessarily indicative of the results that may be expected for the full year.

The Predecessor generally did not operate its respective assets for the purpose of generating revenue independent of other PBF Energy businesses prior to the IPO or the effective dates of the Acquisitions from PBF. All intercompany accounts and transactions have been eliminated.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Recently ~~Adopted~~Issued Accounting ~~Guidance~~Pronouncements

In ~~June 2016,~~March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This guidance amends the guidance on measuring credit losses on financial assets held at amortized cost. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Partnership adopted ASU 2016-13 effective January 1, 2020. The adoption of ASU 2016-13 did not have a material impact on the Partnership’s condensed consolidated financial statements. Refer to Note 4 “Current Expected Credit Losses” of the Notes to Condensed Consolidated Financial Statements for further disclosure related to the adoption of this pronouncement.

~~Recently Issued Accounting Pronouncements~~

~~In March 2020, the FASB issued ASU~~ 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions affected by the expected market transition from London Interbank Offering Rate, also known as LIBOR, and other interbank ~~rates.~~rates if certain criteria are met. The amendments in ASU 2020-04 are effective for all entities at any time beginning on March 12, 2020 through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of ASU 2020-04. The Partnership ~~is currently evaluating~~does not expect that the ~~impact~~adoption of this ~~new standard~~guidance will have a material impact on its condensed consolidated financial statements and related disclosures.

2. REVENUE

Revenue Recognition

~~Revenue~~In accordance with FASB Accounting Standards Codification Topic 606 “Revenue from Contracts with Customers,” revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration to which the Partnership expects to be entitled to in exchange for those goods or services.

As disclosed in Note 1211 “Segment Information” of the Notes to Condensed Consolidated Financial Statements, the Partnership’s business consists of 2 reportable segments: (i) Transportation and Terminaling and (ii) Storage.

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)~~

The following table provides information relating to the Partnership’s revenue for each service category by segment for the periods presented:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Transportation and Terminaling Segment	Transportation and Terminaling Segment									Transportation and Terminaling Segment
Terminaling	Terminaling	$	35,468	$	39,399	$	108,196	$	105,904	Terminaling	$	38,835	$	37,927
Pipeline	Pipeline	19,974		21,089		60,732		60,042		Pipeline	20,574		20,430
Other	Other	11,550		12,781		35,016		42,938		Other	12,068		11,886
Total	Total	66,992		73,269		203,944		208,884		Total	71,477		70,243
Storage Segment	Storage Segment									Storage Segment
Storage	Storage	13,815		13,108		41,366		39,088		Storage	13,748		14,561
Other	Other	8,203		0		25,858		0		Other	2,280		8,225
Total	Total	22,018		13,108		67,224		39,088		Total	16,028		22,786
Total Revenue	Total Revenue	$	89,010	$	86,377	$	271,168	$	247,972	Total Revenue	$	87,505	$	93,029

PBFX recognizes revenue by charging fees for crude oil and refined products terminaling, pipeline, storage and processing services based on contractual rates applied to the greater of contractual minimum volume commitments (“MVCs”), as applicable, or actual volumes transferred, stored or processed.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Minimum Volume Commitments

Transportation and Terminaling Segment

The Partnership’s Transportation and Terminaling segment consists of product terminals, pipelines, crude unloading facilities and other facilities capable of transporting and handling crude oil, refined products and natural gas. Certain of the affiliate and third-party Transportation and Terminaling commercial agreements contain MVCs. Under these commercial agreements, if the Partnership’s customer fails to transport its minimum throughput volumes during any specified period, the customer will pay the Partnership an amount equal to the difference in actual volumes transported and/or throughput and the minimum volumes required under the agreement multiplied by the applicable contractual rate (each a “deficiency payment”). Deficiency payments are initially recorded as deferred revenue on the Partnership’s balance sheets for all contracts in which the MVC deficiency makeup period is contractually longer than a fiscal quarter.

Certain of the Partnership’s customers may apply deficiency payment amounts as a credit against volumes throughput in excess of its MVC, as applicable, during subsequent quarters under the terms of the applicable agreement. The Partnership recognizes operating revenue for the deficiency payments when credits are used for volumes transported in excess of MVCs or at the end of the contractual period. Unused credits determined to have a remote chance of being utilized by customers in the future are recognized as operating revenue in the period when that determination is made. The use or recognition of the credits is recorded as a reduction to deferred revenue.

Storage Segment

The Partnership earns storage revenue under crude oil and refined products storage contracts. In addition, the Partnership earns storage revenue under its processing agreement at its East Coast storage facility. Certain of these affiliate and third-party contracts contain capacity reservation agreements, under which the Partnership collects a fee for reserving storage capacity for customers in its facilities. Customers generally pay reservation fees based on the level of storage capacity reserved rather than the actual volumes stored.

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)~~

MVC Payments to be Received

As of ~~September 30, 2020,~~March 31, 2021, MVC payments to be received, based on future performance obligations of the Partnership, related to ~~noncancelable~~noncancellable commercial terminaling, pipeline and storage agreements were as follows:


Remainder of 2020		$	30,044
2021		113,204
Remainder of 2021				Remainder of 2021	$	87,731
2022	2022	90,321		2022	90,730
2023	2023	87,798		2023	87,962
2024	2024	87,011		2024	87,175
2025				2025	86,937
Thereafter	Thereafter	86,773		Thereafter	0
Total MVC payments to be received (1)(2)	Total MVC payments to be received (1)(2)	$	495,151	Total MVC payments to be received (1)(2)	$	440,535

(1) All fixed consideration from contracts with customers is included in the amounts presented above. Variable consideration that is constrained or not required to be estimated is excluded.

(2) Arrangements deemed leases are excluded from this table.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Leases

Lessor Disclosures

The Partnership has leased certain of its assets under lease agreements with varying terms up to fifteen years, including leases of storage, terminaling, pipeline and processing assets. Certain of these leases include options to extend or renew the lease for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The Partnership’s agreements generally do not provide an option for the lessee to purchase the leased equipment at the end of the lease term. However, in connection with the affiliate lease agreement for the interstate natural gas pipeline at PBF Holding’s Paulsboro Refinery (the “Paulsboro Natural Gas Pipeline”), the Partnership granted a right of first refusal in favor of PBF LLC such that the Partnership would be required to give PBF Holding the first opportunity to purchase the Paulsboro Natural Gas Pipeline at market value prior to selling to an unrelated third party.

At inception, the Partnership determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. As of ~~September 30, 2020,~~March 31, 2021, all of the Partnership’s leases have been determined to be operating leases. Some of the Partnership’s lease arrangements contain lease components (e.g., MVCs) and non-lease components (e.g., maintenance, labor charges, etc.). The Partnership accounts for the lease and non-lease components as a single lease component for every asset class.

Certain of the Partnership’s lease agreements include MVCs that are adjusted periodically based on a specified index or rate. The leases are initially measured using the projected payments adjusted for the index or rate in effect at the commencement date. The Partnership’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Partnership expects to derive significant future benefits from its leased assets following the end of the lease term, as the remaining useful life would be sufficient to allow the Partnership to enter into new leases for such assets.

In the normal course of business, the Partnership enters into contracts with PBF Holding and its refineries whereby PBF Holding and its refineries lease certain of the Partnership’s storage, terminaling and pipeline assets. The Partnership believes the terms and conditions under these leases are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. The terms for these affiliate leases range from one to fifteen years. Leases with affiliates represent approximately 95% of the undiscounted contractual future rental income from the Partnership’s leased assets.

The table below quantifies lease revenue for the three months ended March 31, 2021 and 2020:


	Three Months Ended March 31,
	2021		2020
Affiliate	$	36,848	$	38,887
Third-party	7,050		13,553
Total lease revenue	$	43,898	$	52,440

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

~~The table below quantifies lease revenue for the three and nine months ended September 30, 2020 and 2019:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
Affiliate $ 36,212 $ 39,615 $ 112,600 $ 114,395
Third-party 13,449 4,764 40,173 13,466
Total lease revenue $ 49,661 $ 44,379 $ 152,773 $ 127,861

Undiscounted Cash Flows

The table below presents the fixed component of the undiscounted cash flows to be received for each of the periods presented for the Partnership’s operating leases with customers as of ~~September 30, 2020:~~March 31, 2021:


Remainder of 2020		$	42,202
2021		150,038
Remainder of 2021				Remainder of 2021	$	107,639
2022	2022	139,835		2022	134,451
2023	2023	138,474		2023	133,090
2024	2024	137,252		2024	131,874
2025				2025	105,186
Thereafter	Thereafter	240,209		Thereafter	128,340
Total undiscounted cash flows to be received	Total undiscounted cash flows to be received	$	848,010	Total undiscounted cash flows to be received	$	740,580

Assets Under Lease

The Partnership’s assets that are subject to lease are included in “Property, plant and equipment, net” within the Partnership’s condensed consolidated balance sheets. The table below quantifies, by category within property, plant and equipment, the assets that are subject to lease as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Land	Land	$	98,337	$	98,337	Land	$	98,337	$	98,337
Pipelines	Pipelines	319,873		318,459		Pipelines	321,593		321,254
Terminals and equipment	Terminals and equipment	83,387		83,149		Terminals and equipment	83,387		83,387
Storage facilities and processing units	Storage facilities and processing units	174,982		177,084		Storage facilities and processing units	182,600		182,600
		676,579		677,029			685,917		685,578
Accumulated depreciation	Accumulated depreciation	(99,751)		(77,243)		Accumulated depreciation	(115,365)		(109,153)
Net assets subject to lease	Net assets subject to lease	$	576,828	$	599,786	Net assets subject to lease	$	570,552	$	576,425

Deferred Revenue

The Partnership records deferred revenue when cash payments are received or due in advance of performance, including amounts which are refundable. Deferred revenue was ~~$5,503~~$2,454 and ~~$3,189~~$2,117 as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. The increase in the deferred revenue balance as of ~~September 30, 2020~~March 31, 2021 is primarily driven by the timing and extent of cash payments received in advance of satisfying the Partnership’s performance obligations for the comparative periods.

The Partnership’s payment terms vary by the type and location of the customer and the services offered. The period between invoicing and when payment is due is not significant (i.e., generally within two months). For certain services and customer types, the Partnership requires payment before the services are performed for the customer.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

~~For certain services and customer types, the Partnership requires payment before the services are performed for the customer.~~

3. ~~ACQUISITIONS~~

~~Acquisitions from PBF~~

The following Acquisitions from PBF were transactions between affiliate companies. As a result, the acquisitions were accounted for as transfers of assets between entities under common control in accordance with GAAP. The assets and liabilities of the Acquisitions from PBF were transferred at their historical carrying value.

~~TVPC Acquisition~~

On April 24, 2019, the Partnership entered into a Contribution Agreement with PBF LLC, pursuant to which the Partnership acquired from PBF LLC all of the issued and outstanding limited liability company interests of TVP Holding Company LLC (“TVP Holding”), which held the remaining 50% equity interest in Torrance Valley Pipeline Company LLC (“TVPC”) (the “TVPC Acquisition”). The TVPC Acquisition closed on May 31, 2019 for total consideration of $200,000 in cash, which was financed through proceeds from the 2019 Registered Direct Offering (as defined in Note 8 “Equity” of the Notes to Condensed Consolidated Financial Statements) and borrowings under the Partnership’s Revolving Credit Facility (as defined in Note 7 “Debt” of the Notes to Condensed Consolidated Financial Statements). As a result of the TVPC Acquisition, the Partnership owns 100% of the equity interest in TVPC.

~~Acquisition Expenses~~

PBFX incurred acquisition-related costs of $6 and $116 for the three and nine months ended September 30, 2020, respectively, primarily consisting of consulting and legal expenses related to pending and non-consummated acquisitions. Acquisition-related costs were $234 and $1,285 for the three and nine months ended September 30, 2019, respectively, primarily consisting of consulting and legal expenses related to the TVPC Acquisition and other pending and non-consummated acquisitions. These costs are included in “General and administrative expenses” within the Partnership’s condensed consolidated statements of operations.

4. CURRENT EXPECTED CREDIT LOSSES

Credit Losses

The Partnership has exposure to credit losses through its collection of fees charged to customers for terminaling, pipeline, storage and processing services. The Partnership evaluates creditworthiness on an individual customer basis. The Partnership utilizes a financial review model for purposes of evaluating creditworthiness, which is based on information from financial statements and credit reports. The financial review model enables the Partnership to assess the customer’s risk profile and determine credit limits on the basis of their financial strength, including but not limited to, their liquidity, leverage, debt serviceability, longevity and how they pay their bills. The Partnership may require security in the form of letters of credit or cash payments in advance of product and services delivery for certain customers that are deemed higher risk. Additionally, the Partnership may hold customers’ product in storage at its facilities as collateral and/or deny access to its facilities, as allowable under commercial law or its contractual agreements, should payment not be received.

The Partnership reviews each customer’s credit risk profile at least annually, or more frequently if warranted. Following the widespread market disruption that has resulted from the coronavirus disease 2019 (“COVID-19”) pandemic and related governmental and consumer responses, the Partnership has been

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)~~

performing ongoing credit reviews of its customers including monitoring for any negative credit events such as customer bankruptcy or insolvency events. Based on its credit assessments, the Partnership may adjust payment terms or limit available trade credit for customers, and customers within certain industries, which are deemed to be at a higher risk.

The Partnership performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was 0 allowance for doubtful accounts recorded as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

5.4. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following:


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Land	Land	$	115,957	$	115,957	Land	$	115,957	$	115,957
Pipelines	Pipelines	343,948		342,533		Pipelines	345,668		345,328
Terminals and equipment	Terminals and equipment	315,720		315,322		Terminals and equipment	320,290		319,861
Storage facilities and processing units	Storage facilities and processing units	193,044		194,843		Storage facilities and processing units	200,874		200,662
Construction in progress	Construction in progress	14,306		8,093		Construction in progress	6,046		3,761
		982,975		976,748			988,835		985,569
Accumulated depreciation	Accumulated depreciation	(153,143)		(122,138)		Accumulated depreciation	(174,500)		(165,395)
Property, plant and equipment, net	Property, plant and equipment, net	$	829,832	$	854,610	Property, plant and equipment, net	$	814,335	$	820,174

Depreciation expense was ~~$31,065~~$9,280 and ~~$26,278~~$9,948 for the ~~nine~~three months ~~ended September 30, 2020 and 2019, respectively.~~

During the third quarter of 2020, the Partnership recorded a $3,000 impairment write-down of the processing unit assets in connection with a termination of a commercial agreement within the Storage Segment. The remaining carrying value of the processing unit assets will be depreciated over the remaining life of the contract which ceases in the fourth quarter of 2020.

~~6. GOODWILL AND INTANGIBLES~~

The global crisis resulting from the spread of COVID-19 has had a substantial impact on the economy and overall consumer demand. As a result of the significant decrease in the Partnership’s unit price and market capitalization during the quarters ended March 31, 2021 and 2020, and June 30, 2020, the Partnership deemed impairment triggering events had occurred. As such, the Partnership performed interim impairment assessments and concluded that the carrying value of its goodwill was not impaired at the end of either reporting period.

The Partnership performed its annual goodwill impairment assessment as of July 1, 2020 and determined that the carrying value of goodwill was not impaired. As of September 30, 2020, the carrying amount of goodwill was $6,332, all of which was recorded within the Transportation and Terminaling segment.

respectively.

1615

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

5. INTANGIBLES

The Partnership’s net intangibles consisted of the following:


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Customer contracts	Customer contracts	$	9,300	$	13,300	Customer contracts	$	9,300	$	9,300
Customer relationships	Customer relationships	5,900		5,900		Customer relationships	5,900		5,900
		15,200		19,200			15,200		15,200
Accumulated amortization	Accumulated amortization	(7,457)		(1,701)		Accumulated amortization	(12,021)		(11,896)
Total intangibles, net (1)	Total intangibles, net (1)	$	7,743	$	17,499	Total intangibles, net (1)	$	3,179	$	3,304

(1) Intangibles, net are included in “Other non-current assets” within the Partnership’s condensed consolidated balance sheets.

Amortization expense was ~~$5,756~~$125 and ~~$376~~$1,334 for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively.

During the third quarter of 2020, the Partnership recorded a $4,000 impairment write-down of a customer contract intangible asset in connection with a termination of a commercial agreement within the Storage Segment. The remaining carrying value of the customer contract intangible asset will be amortized over the remaining life of the contract which ceases in the fourth quarter of 2020.

7.6. DEBT

Total debt was comprised of the following:


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
2023 Notes	2023 Notes	$	525,000	$	525,000	2023 Notes	$	525,000	$	525,000

Revolving credit facility (1)(2)	Revolving credit facility (1)(2)	213,000		283,000		Revolving credit facility (1)(2)	185,000		200,000
Total debt outstanding	Total debt outstanding	738,000		808,000		Total debt outstanding	710,000		725,000
Unamortized debt issuance costs	Unamortized debt issuance costs	(6,346)		(8,125)		Unamortized debt issuance costs	(5,161)		(5,754)
Unamortized 2023 Notes premium	Unamortized 2023 Notes premium	1,760		2,229		Unamortized 2023 Notes premium	1,435		1,599
Net carrying value of debt	Net carrying value of debt	$	733,414	$	802,104	Net carrying value of debt	$	706,274	$	720,845

___________________

(1)PBFX had ~~$4,868~~$4,008 of outstanding letters of credit and ~~$282,132~~$310,992 available under its $500,000 amended and restated revolving credit facility with Wells Fargo Bank, National Association, as administrative agent and a syndicate of lenders (as amended, the “Revolving Credit Facility”) as of ~~September 30, 2020.~~March 31, 2021.

(2)During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, PBFX made net repayments of ~~$70,000~~$15,000 under the Revolving Credit Facility.

Fair Value Measurement

A fair value hierarchy (Level 1, Level 2, or Level 3) is used to categorize fair value amounts based on the quality of inputs used to measure fair value. Accordingly, fair values derived from Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities. Fair values derived from Level 2 inputs are based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are either directly or indirectly observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

The estimated fair value of the Revolving Credit Facility approximates its carrying value, categorized as a Level 2 measurement, as this borrowing bears interest based on short-term floating market interest rates. The estimated fair value of the Partnership’s 6.875% Senior Notes due 2023 (the “2023 Notes”), categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)~~

current market interest rates based on quoted prices of the 2023 Notes and was approximately ~~$496,124~~$525,927 and ~~$542,966~~$503,025 at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. The carrying value and fair value of PBFX’s debt, exclusive of unamortized debt issuance costs and unamortized premium on the 2023 Notes, was ~~$738,000~~$710,000 and ~~$709,124~~$710,927 as of ~~September 30, 2020,~~March 31, 2021, respectively, and ~~$808,000~~$725,000 and ~~$825,966~~$703,025 as of December 31, ~~2019,~~2020, respectively.

8.7. EQUITY

PBFX had ~~32,406,893~~32,411,981 outstanding common units held by the public as of ~~September 30, 2020.~~March 31, 2021. PBF LLC owns 29,953,631 PBFX common units constituting an aggregate of 48.0% of PBFX’s limited partner interest as of ~~September 30, 2020.~~March 31, 2021.

Unit Activity

The partnership agreement authorizes PBFX to issue an unlimited number of additional partnership interests for the consideration of, and on the terms and conditions determined by, PBFX’s general partner without the approval of the unitholders. It is possible that PBFX will fund future acquisitions through the issuance of additional common units, subordinated units or other partnership interests.

The following table presents changes in PBFX common units outstanding:

Three Months Ended September 30,
2020 2019
Balance at beginning of period 62,349,592 62,107,210
Vesting of phantom units, net of forfeitures 10,932 3,622
Balance at end of period 62,360,524 62,110,832

Nine Months Ended September 30,
2020 2019
Balance at beginning of period 62,130,035 45,348,663
Vesting of phantom units, net of forfeitures 230,489 176,669
New units issued 0 16,585,500
Balance at end of period 62,360,524 62,110,832

On February 28, 2019, the Partnership closed on the transaction contemplated by the Equity Restructuring Agreement with PBF LLC and PBF GP, pursuant to which PBFX’s incentive distribution rights (“IDRs”) held by PBF LLC were canceled and converted into 10,000,000 newly issued PBFX common units (the “IDR Restructuring”). On April 24, 2019, the Partnership entered into subscription agreements to sell an aggregate of 6,585,500 common units to certain institutional investors in a registered direct public offering (the “2019 Registered Direct Offering”) for gross proceeds of approximately $135,000. The 2019 Registered Direct Offering closed on April 29, 2019.


	Three Months Ended March 31,
	2021	2020

Balance at beginning of period	62,364,838	62,130,035
Vesting of phantom units, net of forfeitures	774	21,356

Balance at end of period	62,365,612	62,151,391

Additionally, ~~292,341~~325,384 of the Partnership’s phantom units issued under the PBFX 2014 Long-Term Incentive Plan vested and were converted into common units held by certain directors, officers and current and former employees of our general partner or its affiliates during the year ended December 31, ~~2019.~~2020.

Holders of any additional common units PBFX issues will be entitled to share equally with the then-existing common unitholders in PBFX’s distributions of available cash.

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)~~

~~Noncontrolling Interest~~

Prior to the TVPC Acquisition, PBFX’s wholly-owned subsidiary, PBFX Operating Company LLC (“PBFX Op Co”), held a 50% controlling equity interest in TVPC, with the other 50% equity interest in TVPC held by TVP Holding, a subsidiary of PBF Holding. PBFX Op Co was the sole managing member of TVPC. PBFX, through its ownership of PBFX Op Co, consolidated the financial results of TVPC and recorded a noncontrolling interest for the economic interest in TVPC held by TVP Holding. Noncontrolling interest on the condensed consolidated statements of operations included the portion of net income or loss attributable to the economic interest in TVPC held by TVP Holding. Noncontrolling interest on the condensed consolidated balance sheets included the portion of net assets of TVPC attributable to TVP Holding.

~~Subsequent to the TVPC Acquisition, PBFX owns 100% of the equity interest in TVPC and no longer records a noncontrolling interest related to TVPC.~~

Equity Activity

The following tables summarize the changes in the carrying amount of the Partnership’s equity during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 and ~~2019:~~2020:


	Common Units
Balance at December 31, ~~2019~~2020	$	~~105,083~~167,217




Quarterly distributions to unitholders ($~~0.5200~~0.30 per unit)	(18,926)

Net income attributable to the partners	37,211


Unit-based compensation expense	989


Other	15
Balance at March 31, 2021	$	186,506

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Common Units

Balance at December 31, 2019

105,083

Quarterly distributions to unitholders ($0.52 per unit)

(32,703)

Net income attributable to the partners

34,813

Unit-based compensation expense (1)

1,302

Other

(6)

Balance at March 31, 2020

108,489

~~Quarterly distributions to unitholders ($0.3000 per unit)~~

~~(18,843)~~

~~Net income attributable to the partners~~

~~37,460~~

~~Unit-based compensation expense~~

~~945~~

~~Other~~

~~(805)~~

~~Balance at June 30, 2020~~

~~127,246~~

~~Quarterly distributions to unitholders ($0.3000 per unit)~~

~~(18,847)~~

~~Net income attributable to the partners~~

~~44,162~~

~~Unit-based compensation expense~~

~~995~~

~~Balance at September 30, 2020~~

~~153,556~~

(1) Inclusive of $201 of expense associated with the accelerated vesting of phantom units in March 2020 for nonretirement eligible employees in accordance with their grant agreements.

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)~~

Common Units Noncontrolling Interest Total Equity
Balance at December 31, 2018 $ 23,718 $ 169,472 $ 193,190
Quarterly distributions to unitholders ($0.5050 per unit) (28,313) 0 (28,313)
Distributions to TVPC members 0 (6,500) (6,500)
Net income attributable to the partners 17,357 4,719 22,076
Unit-based compensation expense 964 0 964
Other 259 0 259
Balance at March 31, 2019 $ 13,985 $ 167,691 $ 181,676
Quarterly distributions to unitholders ($0.5100 per unit) (32,079) 0 (32,079)
Distributions to TVPC members 0 (2,000) (2,000)
Net income attributable to the partners 22,166 3,162 25,328
Acquisition of TVPC noncontrolling interest (31,147) (168,853) (200,000)
Unit-based compensation expense 3,387 0 3,387
Issuance of common units, net of expenses 132,483 0 132,483
Other (1,801) 0 (1,801)
Balance at June 30, 2019 $ 106,994 $ 0 $ 106,994
Quarterly distributions to unitholders ($0.5150 per unit) (32,384) 0 (32,384)
Net income attributable to the partners 30,994 0 30,994
Unit-based compensation expense 1,271 0 1,271
Other 260 0 260
Balance at September 30, 2019 $ 107,135 $ 0 $ 107,135

Cash Distributions

PBFX’s partnership agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the unitholders and general partner will receive.

During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, PBFX made distribution payments as follows:

Related Earnings Period: Q4 2019 Q1 2020 Q2 2020
Distribution date March 17, 2020 June 17, 2020 August 26, 2020
Record date February 25, 2020 May 27, 2020 August 13, 2020
Per unit $ 0.5200 $ 0.3000 $ 0.3000
To public common unitholders $ 16,732 $ 9,719 $ 9,720
To PBF LLC 15,576 8,986 8,986
Total distribution $ 32,308 $ 18,705 $ 18,706


Related Earnings Period:	Q4 2020
Distribution date	March 17, 2021
Record date	February 25, 2021
Per unit	$	0.30
To public common unitholders	$	9,724
To PBF LLC	$	8,986
Total distribution	$	18,710

The quarterly distributions to limited partners for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ are shown in the table below. The Partnership’s distributions are declared subsequent to quarter end (distributions of ~~$0.3000 and $0.5200~~$0.30 per unit declared for the three months ended September 30, 2020 and 2019, respectively, $0.3000 and $0.5150 per unit declared for the three months ended June 30, 2020 and 2019, respectively, and $0.3000 and $0.5100 per unit declared forboth the three months ended March 31, ~~2020~~2021 and ~~2019,~~

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)~~

~~respectively)~~2020); therefore, the table represents total estimated distributions applicable to the period in which the distributions were earned:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020

Limited partners’ distributions:	Limited partners’ distributions:									Limited partners’ distributions:
Common	Common	$	18,848	$	32,709	$	56,541	$	97,188	Common	$	18,924	$	18,844

Total distributions	Total distributions	$	18,848	$	32,709	$	56,541	$	97,188	Total distributions	$	18,924	$	18,844
Total cash distributions (1)	Total cash distributions (1)	$	18,708	$	32,298	$	56,119	$	95,958	Total cash distributions (1)	$	18,755	$	18,705

(1) Excludes phantom unit distributions, which are accrued and paid upon vesting.

9.8. NET INCOME PER UNIT

Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to PBFX’s unitholders are determined in relation to actual distributions declared and are not based on the net income (loss) allocations used in the calculation of net income (loss) per unit.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Diluted net income per unit includes the effect of potentially dilutive units of PBFX’s common units that consist of unvested phantom units. There were ~~273,232 and 285,515~~200,481 anti-dilutive phantom units for the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021, compared to ~~625 and 13,063~~168,000 anti-dilutive phantom units for the three ~~and nine~~ months ended ~~September 30, 2019, respectively.~~March 31, 2020.

The following table shows the calculation of net income per limited partner unit:


		Three Months Ended September 30,			Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019	2020	2019				2021			2020

Net income attributable to the partners:	Net income attributable to the partners:													Net income attributable to the partners:
Distributions declared	Distributions declared	$	18,848			$	32,709	$	56,541		$	97,188		Distributions declared	$	18,924	$	18,844
Earnings less distributions	Earnings less distributions	25,314				(1,715)		59,894			(26,671)			Earnings less distributions	18,287		15,969
Net income attributable to the partners	Net income attributable to the partners	$	44,162			$	30,994	$	116,435		$	70,517		Net income attributable to the partners	$	37,211	$	34,813

Weighted-average units outstanding - basic	Weighted-average units outstanding - basic	62,519,105				62,361,974		62,424,217			57,314,382			Weighted-average units outstanding - basic	62,646,664		62,370,927
Weighted-average units outstanding - diluted	Weighted-average units outstanding - diluted	62,529,489				62,460,669		62,429,475			57,385,166			Weighted-average units outstanding - diluted	62,780,594		62,473,094

Net income per limited partner unit - basic	Net income per limited partner unit - basic	$	0.71			$	0.50	$	1.87		$	1.23		Net income per limited partner unit - basic	$	0.59	$	0.56
Net income per limited partner unit - diluted	Net income per limited partner unit - diluted	0.71				0.50		1.87			1.23			Net income per limited partner unit - diluted	0.59		0.56

~~10.~~9. COMMITMENTS AND CONTINGENCIES

Environmental Matters

PBFX’s assets, along with PBF Energy’s refineries, are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and the composition of fuels. Compliance with existing and anticipated laws and

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)~~

regulations can increase the overall cost of operating the Partnership’s assets, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities.

PBFX recorded a total liability related to environmental remediation obligations at certain of its assets of ~~$1,857~~$1,923 and ~~$2,347~~$1,760 as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, related to existing environmental liabilities.

During the first quarter of 2019, the Partnership notified certain agencies of an oil sheen present in the Schuylkill River near one of its facilities. Clean-up, identification and mitigation of the source were immediately initiated. The Pennsylvania Department of Environmental Protection (“PADEP”) approved the Site Characterization Report submitted by the ~~Partnership, and the~~Partnership. A Remedial Action Plan was submitted to the PADEP onin October ~~14,~~ 2020. ~~Although~~The PADEP approved the Remedial Action Plan in January 2021, and the response activities are substantially ~~complete, the~~complete. Future remediation costs ~~will not be finalized until the Remedial Action Plan is approved by the PADEP. The remediation costs~~and any potential penalties are currently not expected to be material to the Partnership.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Contingent Consideration

In connection with the Partnership’s acquisition of CPI Operations LLC from Crown Point International LLC (“Crown Point”) in October 2018, the purchase and sale agreement between the Partnership and Crown Point included an earn-out provision related to an existing commercial agreement with a third party, based on the future results of certain acquired idled assets (the “Contingent Consideration”). The Partnership and Crown Point ~~will~~agreed to share equally in the future operating profits of the restarted assets, as defined in the purchase and sale agreement, over a contractual term of up to three years starting in 2019. The Contingent Consideration recorded was ~~$13,720~~$598 and ~~$26,086~~$12,120 as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019, respectively, representing the present value of expected future payments discounted at a blended rate of 8.79%.~~2020, respectively. The ~~short-term~~ Contingent Consideration is included in “Accrued liabilities” within the Partnership’s condensed consolidated balance sheets. At September 30, 2020, the estimated undiscounted liability totaled $13,775 based on the Partnership’s anticipated total annual earn-out payments. The acquired idled assets that are subject to the Contingent Consideration recommenced operations in October 2019.

The Contingent Consideration ~~at September 30, 2020~~ is categorized in Level 3 of the fair value hierarchy and is estimated using a discounted cash flow model based on management’s estimate of the future cash flows associated with the recommenced idled ~~assets, a risk free rate of return of 2.9% and a discount rate of 6.0%.~~assets. The change in fair value of the obligation during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 was impacted primarily due to the change in estimated future cash flows of the assets, ~~and~~ accretion on the discounted ~~liability.~~liability and settlement payments made by the Partnership.

Pursuant to the terms of the commercial agreement, the counterparty exercised its right to terminate the contract at the conclusion of the ~~current~~initial contract year, resulting in an adjustment in the fair value of the Contingent Consideration for the ~~nine months~~year ended ~~September 30,~~December 31, 2020 of $16,429, reflecting the elimination of the estimated earn-out for years 2 and 3 of the performance period. ~~There were no material~~Subsequent to the contract termination, the counterparty and the Partnership agreed to extend certain of the originally contracted services on a limited basis into the second quarter of 2021. The operating profits resulting from the contract extension remain subject to the earn-out provision between the Partnership and Crown Point.

The following table summarizes the changes in ~~the~~ fair value of the Contingent Consideration for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2021 and 2020:


	Three Months Ended March 31,
	2021		2020
Balance at beginning of period	$	12,120	$	26,086

Accretion on discounted liabilities	0		550
Settlements	(12,176)		0
Unrealized charge included in earnings	654		390
Balance at end of period	$	598	$	27,026

~~11.~~10. RELATED PARTY TRANSACTIONS

Agreements with PBF Energy Entities

Commercial Agreements

PBFX currently derives a majority of its revenue from long-term, fee-based agreements with PBF Holding, which generally include MVCs and contractual fee escalations for inflation adjustments and certain increases in operating costs. PBFX believes the terms and conditions under these agreements, as well as the Omnibus Agreement and the Services Agreement (each as defined below), each with PBF Holding, are

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)~~

generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.

Refer to the ~~2019~~2020 Form 10-K for a more complete description of PBFX’s commercial agreements with PBF Holding, including those identified as leases, which were entered into prior to ~~2020.~~2021. No new agreements or amendments were entered into during the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Other Agreements

In addition to the commercial agreements described above, PBFX has entered into an omnibus agreement with PBF GP, PBF LLC and PBF Holding, which has been amended and restated in connection with certain of the Acquisitions from PBF (as amended, the “Omnibus Agreement”). This agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees. ~~The annual fee was increased to $8,275 effective as of January 1, 2020.~~

Additionally, PBFX has entered into an operation and management services and secondment agreement with PBF Holding and certain of its subsidiaries (as amended, the “Services Agreement”), pursuant to which PBF Holding and its subsidiaries provide PBFX with the personnel necessary for the Partnership to perform its obligations under its commercial agreements. PBFX reimburses PBF Holding for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that the Partnership may terminate any service upon 30-days’ notice.

Refer to the ~~2019~~2020 Form 10-K for a more complete description of the Omnibus Agreement and the Services Agreement.

Summary of Transactions

A summary of revenue and expense transactions with the Partnership’s affiliates, including expenses directly charged and allocated to the Partnership, is as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Revenue	Revenue	$	70,716	$	78,026	$	218,681	$	224,014	Revenue	$	75,933	$	75,543
Operating and maintenance expenses	Operating and maintenance expenses	2,171		2,171		6,512		6,447		Operating and maintenance expenses	2,171		2,171
General and administrative expenses	General and administrative expenses	1,895		1,863		5,843		5,377		General and administrative expenses	1,768		1,996

~~12.~~11. SEGMENT INFORMATION

The Partnership’s operations are comprised of operating segments, which are strategic business units that offer different services in various geographical locations. PBFX has evaluated the performance of each operating segment based on its respective operating income. The operating segments adhere to the accounting polices used for the consolidated financial statements, as described in Note 2 “Summary of Accounting Policies” of the Notes to Consolidated Financial Statements in the ~~2019~~2020 Form 10-K.

The Partnership’s operating segments are organized into 2 reportable segments: (i) Transportation and Terminaling and (ii) Storage. Operations that are not included in either the Transportation and Terminaling or the Storage segments are included in Corporate. The Partnership does not have any foreign operations.

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)~~

The Partnership’s Transportation and Terminaling segment consists of operating segments that include product terminals, pipelines, crude unloading facilities and other facilities capable of transporting and handling crude oil, refined products and natural gas. The Partnership’s Storage segment consists of operating segments that include storage and other facilities capable of processing crude oil and handling crude oil, refined products and intermediates.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Revenue is generated from third-party transactions as well as commercial agreements entered into with PBF Holding under which the Partnership receives fees for transportation, terminaling, storage and processing services. The commercial agreements with PBF Holding are described in Note 1110 “Related Party Transactions” of the Notes to Condensed Consolidated Financial Statements. Certain general and administrative expenses and interest and financing costs are included in Corporate as they are not directly attributable to a specific reporting segment. Identifiable assets are those used by the operating segments, whereas assets included in Corporate are principally cash, deposits and other assets that are not associated with operations.


		Three Months Ended September 30, 2020									Three Months Ended March 31, 2021
		Transportation and Terminaling		Storage		Corporate		Consolidated Total			Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	Total revenue	$	66,992	$	22,018	$	0	$	89,010	Total revenue	$	71,477	$	16,028	$	0	$	87,505
Depreciation and amortization	Depreciation and amortization	7,010		7,295		0		14,305		Depreciation and amortization	7,235		2,170		0		9,405
Income (loss) from operations	Income (loss) from operations	43,377		16,363		(4,112)		55,628		Income (loss) from operations	46,609		5,788		(4,464)		47,933
Other expense	Other expense	0		0		11,466		11,466		Other expense	0		0		10,722		10,722
Capital expenditures	Capital expenditures	1,438		325		0		1,763		Capital expenditures	1,055		199		0		1,254


		Three Months Ended September 30, 2019									Three Months Ended March 31, 2020
		Transportation and Terminaling		Storage		Corporate		Consolidated Total			Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	Total revenue	$	73,269	$	13,108	$	0	$	86,377	Total revenue	$	70,243	$	22,786	$	0	$	93,029
Depreciation and amortization	Depreciation and amortization	7,051		2,028		0		9,079		Depreciation and amortization	7,072		4,210		0		11,282
Income (loss) from operations	Income (loss) from operations	43,596		5,346		(4,552)		44,390		Income (loss) from operations	41,268		10,772		(4,387)		47,653
Other expense	Other expense	0		0		13,396		13,396		Other expense	0		0		12,840		12,840
Capital expenditures	Capital expenditures	2,781		5,247		0		8,028		Capital expenditures	3,626		2,454		0		6,080

Nine Months Ended September 30, 2020
Transportation and Terminaling Storage Corporate Consolidated Total
Total revenue $ 203,944 $ 67,224 $ 0 $ 271,168
Depreciation and amortization 21,105 15,716 0 36,821
Income (loss) from operations 127,557 38,640 (12,798) 153,399
Other expense 0 0 36,964 36,964
Capital expenditures 6,469 3,166 0 9,635


	Balance at March 31, 2021
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total assets	$	698,027	$	196,640	$	38,170	$	932,837

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)~~

Nine Months Ended September 30, 2019
Transportation and Terminaling Storage Corporate Consolidated Total
Total revenue $ 208,884 $ 39,088 $ 0 $ 247,972
Depreciation and amortization 20,831 5,823 0 26,654
Income (loss) from operations 120,676 13,817 (18,142) 116,351
Other expense 0 0 37,953 37,953
Capital expenditures 15,014 8,166 0 23,180

Balance at September 30, 2020
Transportation and Terminaling Storage Corporate Consolidated Total
Total assets $ 705,416 $ 213,118 $ 23,233 $ 941,767

Balance at December 31, 2019
Transportation and Terminaling Storage Corporate Consolidated Total
Total assets $ 726,374 $ 228,495 $ 18,133 $ 973,002


	Balance at December 31, 2020
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total assets	$	715,308	$	200,130	$	18,114	$	933,552

~~13.~~12. SUBSEQUENT EVENTS

Cash Distribution

On ~~October~~April 29, ~~2020,~~2021, PBF GP’s board of directors announced a cash distribution, based on the results of the ~~third~~first quarter of ~~2020,~~2021, of $0.30 per unit. The distribution is payable on ~~November 30, 2020~~May 27, 2021 to PBFX unitholders of record at the close of business on ~~November 16, 2020.~~May 13, 2021.

2522

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

You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q. The following information and such unaudited condensed consolidated financial statements should also be read in conjunction with the audited consolidated financial statements and related notes, together with our discussion and analysis of financial condition and results of operations in our ~~2019~~2020 Form 10-K. This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. The cautionary statements made in this Form 10-Q should be read as applying to all related forward-looking statements wherever they appear in this Form 10-Q. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. You should read “Risk Factors” in our ~~2019~~2020 Form 10-K and “Cautionary Note Regarding Forward-Looking Statements” in this Form 10-Q. In this Item 2, all references to “we,” “us,” “our,” the “Partnership,” “PBFX” or similar terms for periods prior to the effective dates of each of the Acquisitions from PBF (as defined below) refer to the Predecessor. For periods subsequent to the effective dates of each of the Acquisitions from PBF, these terms refer to the Partnership and its subsidiaries.

Overview

We are a fee-based, growth-oriented, Delaware master limited partnership formed in February 2013 by subsidiaries of PBF Energy to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBF GP is our general partner and is wholly-owned by PBF LLC. PBF Energy is the sole managing member of PBF LLC and, as of ~~September 30, 2020,~~March 31, 2021, owned 99.2% of the total economic interest in PBF LLC. As of ~~September 30, 2020,~~March 31, 2021, PBF LLC owned 29,953,631 PBFX common units constituting an aggregate of 48.0% limited partner interest in PBFX, with the remaining 52.0% limited partner interest owned by public unitholders.

Our business includes the assets, liabilities and results of operations of certain crude oil, refined products, natural gas and intermediates terminaling, pipeline, storage and processing assets, including those previously operated and owned by PBF Holding’s subsidiaries and PBF Holding’s previously held subsidiaries.

Business Developments

COVID-19

The outbreak of the COVID-19 pandemic continues to negatively impact worldwide economic and commercial activity and financial markets, as well as global demand for petroleum and petrochemical products. The COVID-19 pandemic and resulting governmental and consumer responses have also resulted in significant business and operational disruptions, including business and school closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces. Such impacts have resulted in revenue declines due to lower demand and throughput volumes across certain of our facilities, which may continue to affect our business for the foreseeable future. In response to the COVID-19 pandemic, we have taken and are ~~taking~~continuing to take steps to mitigate potential adverse impacts on our business and operations by limiting capital expenditures, reducing discretionary activities and third-party services and lowering our quarterly distribution to our minimum quarterly distribution of $0.30 per unit. This distribution reduction, effective with the distribution for the first quarter of 2020 that was paid on June 17, 2020, represents a strategic shift to build our cash flow coverage, de-lever our business and increase our financial resources as we continue to identify potential organic growth projects or strategic acquisitions. In addition, our parent sponsor and largest customer, PBF Energy, has endeavored to take the necessary steps to preserve liquidity and solidify its operations under the adverse market conditions caused by the COVID-19 pandemic.

~~On March 27, 2020,~~ Despite the ~~Coronavirus Aid, Relief,~~measures we and ~~Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides opportunities for additional liquidity, loan guarantees~~PBF Energy have taken, we and ~~other government programs~~PBF Energy have been, and likely will continue to ~~support companies affected~~be, adversely impacted by the COVID-19 pandemic. We are unable to predict the ultimate outcome of the economic impact and can provide no assurance that measures taken to mitigate the impact of the COVID-19 pandemic and their employees. While we continue to explore the CARES Act and its potential benefit to us, we currently have not sought any financial support or relief in the form of loans or grants under the CARES Act, and we may notwill be ~~eligible, or able, to take advantage of such relief or any other available potential benefits in the future.~~effective.

The full extent to which the COVID-19 pandemic impacts our business and operations, or that of ~~our parent sponsor,~~PBF Energy, is unknown and will depend on the severity, location and duration of the effects and spread of COVID-19, the effectiveness of the vaccine programs and the other actions undertaken by national, regional and local governments and health officials to contain the virus or treat its effects, related consumer responses and how quickly and to what extent economic conditions improve and normal business and operating conditions resume. ~~Refer to “Risk Factors” included in “Item 1A.” of this Form 10-Q for further information.~~

~~CPI Contingent Consideration~~

On October 1, 2018, we acquired from Crown Point International LLC, its wholly-owned subsidiary, CPI Operations LLC (“CPI”). In connection with the acquisition, the purchase and sale agreement included an earn-out provision related to an existing commercial agreement with a third party, based on the future results of certain acquired idled assets, which recommenced operations in October 2019. Pursuant to the terms of the commercial agreement (the “CPI Processing Agreement”), in the third quarter of 2020, the counterparty exercised its right to terminate the contract at the conclusion of the current contract year, resulting in an adjustment to the Contingent Consideration (as defined below). Refer to Note 10 “Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for further discussion. In addition, as a result of the contract termination, we recorded an impairment charge to write-down the related processing unit assets and customer contract intangible asset of $3.0 million and $4.0 million, respectively. The impairment charge represents a write-down of the CPI assets due to the reduction of future earnings as a result of the contract termination. The fair values of the assets were determined using the income approach and was based on the expected undiscounted future net cash flows over the remaining contractual period. Refer to Note 5 “Property, Plant and Equipment, Net” and Note 6 “Goodwill and Intangibles” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for further discussion.

Principles of Combination and Consolidation and Basis of Presentation

In general, our Predecessor did not historically operate its assets for the purpose of generating revenue independent of other PBF Energy businesses that we support. In connection with, and subsequent to, our initial public offering (“IPO”), we have acquired certain assets from PBF LLC (collectively referred to as the “Contributed Assets”). Such acquisitions completed subsequent to the IPO were made through a series of dropdown transactions with PBF LLC (collectively referred to as the “Acquisitions from PBF”). Upon the closing of the IPO and the Acquisitions from PBF, we entered into commercial and service agreements with subsidiaries of PBF Energy, under which we operate our assets for the purpose of generating fee-based revenue. We receive, handle and transfer crude oil, refined products and natural gas from sources located throughout the U.S. and Canada and store crude oil, refined products and intermediates for PBF Energy in support of its refineries. In addition, we generate third-party revenue from certain of our assets.

Agreements with PBF Energy Entities

Commercial Agreements

We currently derive a majority of our revenue from long-term, fee-based agreements with PBF Holding, which generally include minimum volume commitment (“MVC”) stipulations and contractual fee escalations for inflation adjustments and certain increases in operating costs. We believe the terms and conditions under

these agreements, as well as the Omnibus Agreement and the Services Agreement (each as defined below), each with PBF Holding, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.

Refer to our ~~2019~~2020 Form 10-K and Note 1110 “Related Party Transactions” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for a more complete description of our commercial agreements with PBF Holding, including those identified as leases.

Other Agreements

In addition to the commercial agreements described above, we entered into an omnibus agreement with PBF GP, PBF LLC and PBF Holding, which has been amended and restated in connection with certain of the Acquisitions from PBF (as amended, the “Omnibus Agreement”). This agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees. ~~The annual fee was increased to $8.3 million effective as of January 1, 2020.~~

We have also entered into an operation and management services and secondment agreement with PBF Holding and certain of its subsidiaries (as amended, the “Services Agreement”), pursuant to which PBF Holding and its subsidiaries provide us with the personnel necessary for us to perform our obligations under our commercial agreements. We reimburse PBF Holding for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to our operations. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that we may terminate any service upon 30-days’ notice.

Refer to our ~~2019~~2020 Form 10-K for a more complete description of the Omnibus Agreement and the Services Agreement.

Factors Affecting the Comparability of Our Financial Results

Our results of operations may not be comparable to our historical results of operations due to our recent acquisition activity, which is discussed in Note 3 “Acquisitions” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements,” the cancellation and conversion of our incentive distribution rights held by PBF LLC, which is discussed in Note 8 “Equity” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements,” certain debt ~~and equity~~ transactions and our annual inflation adjustment to our commercial agreements. Additionally, our results may not be comparative to prior periods due to the impact of the COVID-19 pandemic on our business, ~~in 2020,~~ including lower throughput volumes at our terminals, as the industry reacts to the related economic downturn and volatile commodity market.

Furthermore, our results of operations may not be comparable to our historical results of operations due to the termination of the CPI Processing Agreement (as defined below). In connection with the Partnership’s acquisition of CPI Operations LLC (“CPI”) from Crown Point International LLC, the purchase and sale agreement included an earn-out provision related to an existing commercial agreement (the “CPI Processing Agreement”), based on the future results of certain acquired idled assets, which recommenced operations in October 2019. In the third quarter of 2020, pursuant to the terms of the CPI Processing Agreement, the counterparty exercised its right to terminate the contract at the conclusion of the initial contract year, effective in the fourth quarter of 2020 (the “CPI Contract Termination”). While the counterparty and the Partnership subsequently have agreed to extend certain of the originally contracted services under the CPI Processing Agreement into the second quarter of 2021, the limited nature of these services has affected the comparability of our results of operations, specifically within our Storage segment, on a processing agreement at our CPI facility, which resulted in an impairment charge to write-down the related processing unit assets and customer contract intangible asset of $3.0 million and $4.0 million, respectively.year-over-year basis. Refer to ~~Note 5 “Property, Plant and Equipment, Net” and Note 6 “Goodwill and Intangibles”~~“Results of ~~the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements”~~Operations” below for further discussion.

Other Factors That Will Significantly Affect Our Results

Supply and Demand for Crude Oil, Refined Products and Natural Gas. We generate revenue by charging fees for receiving, handling, transferring, storing, throughputting and processing crude oil, refined products and natural gas. A majority of our revenue is derived from MVC, fee-based commercial agreements with

subsidiaries of PBF Energy with initial terms ranging from one to fifteen years, which enhance the stability of our cash flows. The volume of crude oil, refined products and natural gas that is throughput or stored depends substantially on PBF Energy’s operational needs which are largely impacted by refining margins. Refining margins are greatly dependent upon the price of crude oil or other refinery feedstocks, refined products and natural gas.

Factors driving the prices of petroleum-based commodities include supply and demand for crude oil, gasoline and other refined products. Supply and demand for these products depend on numerous factors outside of our control, including changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, logistics constraints, availability of imports, marketing of competitive fuels, crude oil price differentials and government regulation. The impact of the unprecedented global health and economic crisis sparked by the COVID-19 pandemic was amplified late in the first quarter of 2020 due to movements made by the world’s largest oil producers to increase market share. This created simultaneous shocks in oil supply and demand resulting in an economic challenge to our industry which has not occurred since our formation. These factors have resulted in significant demand destruction for refined petroleum products and atypical volatility in oil commodity prices, which may continue for the foreseeable future. Although the effects may be mitigated by MVC provisions in certain of our commercial contracts, this overall demand destruction and market environment could lead to lower storage or throughput volumes processed at our assets, which could negatively impact our results of operations and cash flows. While it is impossible to estimate the duration or complete financial impact of the COVID-19 pandemic, a significant portion of the negative impacts and risk to us may be mitigated through our MVCs within the commercial agreements with PBF Holding. Refer to “Risk Factors” included in “Item 1A.” of ~~this Form 10-Q and of~~ our ~~2019~~2020 Form 10-K.

Acquisition and Organic Growth Opportunities. We may acquire additional logistics assets from PBF Energy or third parties. Under our Omnibus Agreement, subject to certain exceptions, we have a right of first offer on certain logistics assets owned by PBF Energy to the extent PBF Energy decides to sell, transfer or otherwise dispose of any of those assets. We also have a right of first offer to acquire additional logistics assets that PBF Energy may construct or acquire in the future. Our commercial agreements provide us with options to purchase certain assets at PBF Holding’s refineries related to our business in the event PBF Energy permanently shuts down PBF Holding’s refineries. In addition, our commercial agreements provide us with the right to use certain assets at PBF Holding’s refineries in the event of a temporary shutdown. Furthermore, we may pursue strategic asset acquisitions from third parties or organic growth projects to the extent such acquisitions or projects complement our or PBF Energy’s existing asset base or provide attractive potential returns. Identifying and executing acquisitions and organic growth projects is a key part of our strategy, and we believe that we are well-positioned to acquire logistics assets from PBF Energy and third parties should such opportunities arise. However, there is no guarantee that we will be able to identify attractive organic growth projects or acquisitions in the future, or be able to consummate any such opportunities identified. Additionally, if we do not complete acquisitions or organic growth projects on economically acceptable terms, our future growth will be limited, and the acquisitions or projects we do complete may reduce, rather than increase, our cash available for distribution. These acquisitions and organic growth projects could also affect the comparability of our results from period to period. We expect to fund future growth capital expenditures primarily from a combination of cash-on-hand, borrowings under our $500.0 million amended and restated revolving credit facility (as amended, the “Revolving Credit Facility”) and the issuance of additional equity or debt securities. To the extent we issue additional units to fund future acquisitions or expansion capital expenditures, the payments of distributions on those additional units may increase the risk that we will be unable to maintain or increase our per unit distribution level.

Third-Party Business. As of ~~September 30, 2020,~~March 31, 2021, PBF Holding accounts for a substantial majority of our revenue and we continue to expect that a majority of our revenue for the foreseeable future will be derived from operations supporting PBF Holding’s refineries. We ~~are examining~~continue to explore further diversification of our customer base by potentially developing additional third-party throughput volumes in our existing system and continuing to explore expanding our asset portfolio to service third-party customers. Unless we are successful in attracting additional third-party customers, our ability to increase volumes will be dependent on PBF Holding, which has

no obligation under our commercial agreements to supply our facilities with additional volumes in excess of its MVCs. If we are unable to increase throughput or storage volumes, future growth may be limited.

How We Evaluate Our Operations

Our management uses a variety of financial and operating metrics to analyze our business and segment performance. These metrics are significant factors in assessing our operating results and profitability and include, but are not limited to, volumes, including terminal and pipeline throughput and storage capacity; operating and maintenance expenses; and EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow. We define EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow below.

Volumes. The amount of revenue we generate primarily depends on the volumes of crude oil, refined products and natural gas that we throughput at our terminaling and pipeline operations and our available and utilized storage capacity. These volumes are primarily affected by the supply of and demand for crude oil, refined products and natural gas in the markets served directly or indirectly by our assets. Although PBF Energy has committed to minimum volumes under certain commercial agreements, our results of operations will be impacted by:

•PBF Energy’s utilization of our assets in excess of MVCs;

•our ability to identify and execute accretive acquisitions and organic expansion projects and capture incremental PBF Energy or third-party volumes; and

•our ability to increase throughput or storage volumes at our facilities and provide additional ancillary services at those terminals and pipelines.

Operating and Maintenance Expenses. Our management seeks to maximize the profitability of our operations by effectively managing operating and maintenance expenses. These expenses are comprised primarily of labor and outside contractor costs, utilities, insurance premiums, repairs and maintenance charges and related property taxes. These expenses generally remain relatively stable across broad ranges of throughput volumes but can fluctuate from period to period depending on the mix of activities performed during that period and the timing of these expenses. We will seek to manage our maintenance expenditures on our assets by scheduling maintenance over time to avoid significant variability in our maintenance expenditures and to minimize their impact on our cash flow.

EBITDA, EBITDA Attributable to PBFX, Adjusted EBITDA and Distributable Cash Flow. We define EBITDA as net income (loss) before net interest expense (including amortization of loan fees and debt premium and accretion on discounted liabilities), income tax expense, depreciation, amortization, impairment expense and change in contingent consideration. We define EBITDA attributable to PBFX as net income (loss) attributable to PBFX before net interest expense (including amortization of loan fees and debt premium and accretion on discounted liabilities), income tax expense, depreciation, amortization, impairment expense and change in contingent consideration attributable to PBFX, which excludes the results of Acquisitions from PBF prior to the effective dates of such transactions and earnings attributable to the CPI earn-out (the portion of earnings associated with an earn-out provision related to the purchase of CPI (the “Contingent Consideration”)). We define Adjusted EBITDA as EBITDA attributable to PBFX excluding acquisition and transaction costs, non-cash unit-based compensation expense and items that meet the conditions of unusual, infrequent and/or non-recurring charges. We define distributable cash flow as EBITDA attributable to PBFX plus non-cash unit-based compensation expense, less cash interest, maintenance capital expenditures attributable to PBFX and income taxes. Distributable cash flow will not reflect changes in working capital balances. EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow are not presentations made in accordance with U.S. generally accepted accounting principles (“GAAP”).

EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow are non-GAAP supplemental financial measures that management and external users of our condensed consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

•our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of EBITDA, financing methods;

•the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;

•our ability to incur and service debt and fund capital expenditures; and

•the viability of acquisitions and other capital expenditure projects and the economic returns on various investment opportunities.

We believe that the presentation of EBITDA, EBITDA attributable to PBFX and Adjusted EBITDA provides useful information to investors in assessing our financial condition and results of operations and assists in evaluating our ongoing operating performance for current and comparative periods. We believe that the presentation of distributable cash flow provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance and provides investors with another perspective of the operating performance of our assets and the cash our business is generating. EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow should not be considered alternatives to net income, income from operations, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect net income and net cash provided by operating activities. Additionally, because EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow may be defined differently by other companies in our industry, our definitions of such measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow are reconciled to net income and net cash provided by operating activities in “Results of Operations” below.

3128

Results of Operations

A discussion and analysis of the factors contributing to our results of operations are presented below. The financial statements, together with the following information, are intended to provide investors with a reasonable basis for assessing our historical operations but should not serve as the only criteria for predicting our future performance.

Combined Overview. The following tables summarize our results of operations and financial data for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020. The following data should be read in conjunction with our Condensed Consolidated Financial Statements and the Notes thereto included in “Item 1. Financial Statements.”


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
		(In thousands)									(In thousands)
Revenue:	Revenue:									Revenue:
Affiliate	Affiliate	$	70,716	$	78,026	$	218,681	$	224,014	Affiliate	$	75,933	$	75,543
Third-party	Third-party	18,294		8,351		52,487		23,958		Third-party	11,572		17,486
Total revenue	Total revenue	89,010		86,377		271,168		247,972		Total revenue	87,505		93,029

Costs and expenses:	Costs and expenses:									Costs and expenses:
Operating and maintenance expenses	Operating and maintenance expenses	22,730		28,356		75,385		86,825		Operating and maintenance expenses	25,048		29,501
General and administrative expenses	General and administrative expenses	4,112		4,552		12,798		18,142		General and administrative expenses	4,464		4,387
Depreciation and amortization	Depreciation and amortization	14,305		9,079		36,821		26,654		Depreciation and amortization	9,405		11,282
Impairment expense		7,000		—		7,000		—

Change in contingent consideration	Change in contingent consideration	(14,765)		—		(14,235)		—		Change in contingent consideration	655		206
Total costs and expenses	Total costs and expenses	33,382		41,987		117,769		131,621		Total costs and expenses	39,572		45,376

Income from operations	Income from operations	55,628		44,390		153,399		116,351		Income from operations	47,933		47,653

Other expense:	Other expense:									Other expense:
Interest expense, net	Interest expense, net	(10,544)		(12,230)		(33,929)		(34,359)		Interest expense, net	(10,287)		(11,849)
Amortization of loan fees and debt premium	Amortization of loan fees and debt premium	(328)		(444)		(1,309)		(1,339)		Amortization of loan fees and debt premium	(429)		(439)
Accretion on discounted liabilities	Accretion on discounted liabilities	(594)		(722)		(1,726)		(2,255)		Accretion on discounted liabilities	(6)		(552)

Net income		44,162		30,994		116,435		78,398

Less: Net income attributable to noncontrolling interest		—		—		—		7,881

Net income attributable to PBF Logistics LP unitholders	Net income attributable to PBF Logistics LP unitholders	$	44,162	$	30,994	$	116,435	$	70,517	Net income attributable to PBF Logistics LP unitholders	$	37,211	$	34,813

Other data:	Other data:									Other data:
EBITDA attributable to PBFX	EBITDA attributable to PBFX	$	59,281	$	53,469	$	174,457	$	132,825	EBITDA attributable to PBFX	$	57,923	$	56,309
Adjusted EBITDA	Adjusted EBITDA	60,519		55,451		178,459		146,744		Adjusted EBITDA	58,996		57,938
Distributable cash flow	Distributable cash flow	48,486		39,538		136,233		99,074		Distributable cash flow	48,178		40,775
Capital expenditures	Capital expenditures	1,763		8,028		9,635		23,180		Capital expenditures	1,254		6,080

3229

Reconciliation of Non-GAAP Financial Measures

As described in “How We Evaluate Our Operations,” our management uses EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow to analyze our performance. The following table presents a reconciliation of EBITDA, EBITDA attributable to PBFX and distributable cash flow to net income, which is the most directly comparable GAAP financial measure of operating performance on a historical basis, for the periods indicated.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
		(In thousands)									(In thousands)
Net income	Net income	$	44,162	$	30,994	$	116,435	$	78,398	Net income	$	37,211	$	34,813
Interest expense, net	Interest expense, net	10,544		12,230		33,929		34,359		Interest expense, net	10,287		11,849
Amortization of loan fees and debt premium	Amortization of loan fees and debt premium	328		444		1,309		1,339		Amortization of loan fees and debt premium	429		439
Accretion on discounted liabilities	Accretion on discounted liabilities	594		722		1,726		2,255		Accretion on discounted liabilities	6		552
Change in contingent consideration	Change in contingent consideration	(14,765)		—		(14,235)		—		Change in contingent consideration	655		206
Impairment expense		7,000		—		7,000		—

Depreciation and amortization	Depreciation and amortization	14,305		9,079		36,821		26,654		Depreciation and amortization	9,405		11,282
EBITDA	EBITDA	62,168		53,469		182,985		143,005		EBITDA	57,993		59,141

Less: Noncontrolling interest EBITDA		—		—		—		10,180

Less: Earnings attributable to the CPI earn-out	Less: Earnings attributable to the CPI earn-out	2,887		—		8,528		—		Less: Earnings attributable to the CPI earn-out	70		2,832
EBITDA attributable to PBFX	EBITDA attributable to PBFX	59,281		53,469		174,457		132,825		EBITDA attributable to PBFX	57,923		56,309
Non-cash unit-based compensation expense	Non-cash unit-based compensation expense	995		1,271		3,242		5,622		Non-cash unit-based compensation expense	989		1,302
Cash interest	Cash interest	(10,760)		(12,334)		(34,481)		(34,760)		Cash interest	(10,346)		(11,988)
Maintenance capital expenditures attributable to PBFX	Maintenance capital expenditures attributable to PBFX	(1,030)		(2,868)		(6,985)		(4,613)		Maintenance capital expenditures attributable to PBFX	(388)		(4,848)
Distributable cash flow	Distributable cash flow	$	48,486	$	39,538	$	136,233	$	99,074	Distributable cash flow	$	48,178	$	40,775

The following table presents a reconciliation of EBITDA, EBITDA attributable to PBFX and distributable cash flow to net cash provided by operating activities, which is the most directly comparable GAAP financial measure of liquidity on a historical basis, for the periods indicated.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
		(In thousands)									(In thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	61,741	$	39,757	$	141,429	$	95,643	Net cash provided by operating activities	$	54,822	$	18,647
Change in operating assets and liabilities	Change in operating assets and liabilities	(9,122)		2,753		10,869		18,625		Change in operating assets and liabilities	(6,127)		29,947
Interest expense, net	Interest expense, net	10,544		12,230		33,929		34,359		Interest expense, net	10,287		11,849
Non-cash unit-based compensation expense	Non-cash unit-based compensation expense	(995)		(1,271)		(3,242)		(5,622)		Non-cash unit-based compensation expense	(989)		(1,302)
EBITDA	EBITDA	62,168		53,469		182,985		143,005		EBITDA	57,993		59,141

Less: Noncontrolling interest EBITDA		—		—		—		10,180

Less: Earnings attributable to the CPI earn-out	Less: Earnings attributable to the CPI earn-out	2,887		—		8,528		—		Less: Earnings attributable to the CPI earn-out	70		2,832
EBITDA attributable to PBFX	EBITDA attributable to PBFX	59,281		53,469		174,457		132,825		EBITDA attributable to PBFX	57,923		56,309
Non-cash unit-based compensation expense	Non-cash unit-based compensation expense	995		1,271		3,242		5,622		Non-cash unit-based compensation expense	989		1,302
Cash interest	Cash interest	(10,760)		(12,334)		(34,481)		(34,760)		Cash interest	(10,346)		(11,988)
Maintenance capital expenditures attributable to PBFX	Maintenance capital expenditures attributable to PBFX	(1,030)		(2,868)		(6,985)		(4,613)		Maintenance capital expenditures attributable to PBFX	(388)		(4,848)
Distributable cash flow	Distributable cash flow	$	48,486	$	39,538	$	136,233	$	99,074	Distributable cash flow	$	48,178	$	40,775

The following table presents a reconciliation of EBITDA, EBITDA attributable to PBFX and Adjusted EBITDA to net income, which is the most directly comparable GAAP financial measure of operating performance on a historical basis, for the periods indicated.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
		(In thousands)									(In thousands)
Net income	Net income	$	44,162	$	30,994	$	116,435	$	78,398	Net income	$	37,211	$	34,813
Interest expense, net	Interest expense, net	10,544		12,230		33,929		34,359		Interest expense, net	10,287		11,849
Amortization of loan fees and debt premium	Amortization of loan fees and debt premium	328		444		1,309		1,339		Amortization of loan fees and debt premium	429		439
Accretion on discounted liabilities	Accretion on discounted liabilities	594		722		1,726		2,255		Accretion on discounted liabilities	6		552
Change in contingent consideration	Change in contingent consideration	(14,765)		—		(14,235)		—		Change in contingent consideration	655		206
Impairment expense		7,000		—		7,000		—

Depreciation and amortization	Depreciation and amortization	14,305		9,079		36,821		26,654		Depreciation and amortization	9,405		11,282
EBITDA	EBITDA	62,168		53,469		182,985		143,005		EBITDA	57,993		59,141

Less: Noncontrolling interest EBITDA		—		—		—		10,180

Less: Earnings attributable to the CPI earn-out	Less: Earnings attributable to the CPI earn-out	2,887		—		8,528		—		Less: Earnings attributable to the CPI earn-out	70		2,832
EBITDA attributable to PBFX	EBITDA attributable to PBFX	59,281		53,469		174,457		132,825		EBITDA attributable to PBFX	57,923		56,309
Acquisition and transaction costs	Acquisition and transaction costs	6		281		116		3,389		Acquisition and transaction costs	—		95
Non-cash unit-based compensation expense	Non-cash unit-based compensation expense	995		1,271		3,242		5,622		Non-cash unit-based compensation expense	989		1,302
East Coast Terminals environmental remediation costs	East Coast Terminals environmental remediation costs	237		430		644		4,026		East Coast Terminals environmental remediation costs	84		232
PNGPC tariff true-up adjustment		—		—		—		882

Adjusted EBITDA	Adjusted EBITDA	$	60,519	$	55,451	$	178,459	$	146,744	Adjusted EBITDA	$	58,996	$	57,938

Three Months Ended ~~September 30, 2020~~March 31, 2021 Compared to the Three Months Ended ~~September 30, 2019~~March 31, 2020

Summary

Our net income for the three months ended ~~September 30, 2020~~March 31, 2021 increased by approximately ~~$13.2~~$2.4 million to ~~$44.2~~$37.2 million from ~~$31.0~~$34.8 million for the three months ended ~~September 30, 2019,~~March 31, 2020, details of which are shown in the following graph and further described below.

The increase in net income was primarily due to the following:

•an increase in total revenue of approximately $2.6 million, or 3.0%, primarily attributable to the recommencement of operations of certain assets at our East Coast storage facility, operations of recently constructed assets and inflation rate adjustments implemented in accordance with certain of our commercial agreements (the “Inflation Rate Increase”), offset by lower revenue attributable to certain assets not subject to MVC shortfall payments due to a reduction in throughput volumes as a result of the COVID-19 pandemic, as well as lower pass-through utilities fees;

•a decrease in operating and maintenance expenses of approximately ~~$5.6~~$4.5 million, or ~~19.8%~~15.1%, as a result of ~~decreased~~a continued decrease in discretionary spending, including maintenance and outside service costs, in response to the COVID-19 pandemic, as well as lower utility expenses due to reduced energy usage and no remediation of product contamination costs in 2020 compared to costs incurred in 2019 for product contamination remediation at one of our terminals, offset by expenses related to the recommencement of operations of certain assets at our East Coast storage facility;usage;

•a decrease in ~~general~~depreciation and ~~administrative expenses~~amortization of approximately ~~$0.4~~$1.9 million, or ~~9.7%~~16.6%, due to certain CPI assets being fully depreciated and amortized in the fourth quarter of 2020 as a result of ~~decreased acquisition costs and unit-based compensation expense;~~

•~~a decrease in change in contingent consideration of approximately $14.8 million due to the impending termination of~~ the CPI Processing Agreement in Q4 2020 and the resulting elimination of the projected earn-out liability for future periods, offset by the increase in estimated future payouts for the current annual period of the CPI Processing Agreement;Contract Termination; and

•a decrease in other expenses of approximately ~~$1.9~~$2.1 million, or ~~14.4%~~16.5%, primarily related to a decrease in interest expense as a result of lower borrowings under our Revolving Credit Facility and a decrease in accretion on discounted liabilities due to lower outstanding ~~liability;~~applicable liabilities;

offset by the following:

•~~an increase~~a decrease in ~~depreciation and amortization~~total revenue of approximately ~~$5.2~~$5.5 million, or ~~57.6%~~5.9%, ~~resulting from the accelerated depreciation and amortization of certain CPI tangible and intangible assets, which are subject~~primarily attributable to the ~~impending termination~~CPI Contract Termination and lower pass-through utilities fees, offset by inflation rate adjustments implemented in accordance with certain of ~~the CPI Processing Agreement in Q4 2020, as well as the timing~~our commercial agreements (the “Inflation Rate Increase”) and increased lease tank capacity at certain of ~~acquisitions~~our Transportation and ~~new assets being placed in service;~~Terminaling assets; and

•an increase in ~~impairment expense~~change in contingent consideration of ~~$7.0~~approximately $0.4 million ~~resulting from an impairment charge, as a result~~due to the extension of ~~a contract termination, to write-down~~certain services under the ~~related processing unit assets~~CPI Processing Agreement into the second quarter of 2021.

General and ~~customer contract intangible asset.~~administrative expenses were relatively consistent during the comparable periods with no significant fluctuation activity.

EBITDA attributable to PBFX for the three months ended ~~September 30, 2020~~March 31, 2021 increased by approximately ~~$5.8~~$1.6 million to ~~$59.3~~$57.9 million from ~~$53.5~~$56.3 million for the three months ended ~~September 30, 2019~~March 31, 2020 due to the factors noted above, excluding the impact of depreciation and amortization, ~~impairment expense,~~ interest expense, net, amortization of loan fees and debt premium, accretion on discounted liabilities, change in contingent consideration ~~noncontrolling interest~~ and earnings attributable to the CPI earn-out.

Adjusted EBITDA for the three months ended ~~September 30, 2020~~March 31, 2021 increased by approximately ~~$5.1~~$1.1 million to ~~$60.5~~$59.0 million from ~~$55.5~~$57.9 million for the three months ended ~~September 30, 2019~~March 31, 2020 due to the factors noted above, excluding the impact of acquisition and transaction costs, unit-based compensation and certain environmental remediation costs.

~~Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019~~

~~Summary~~

Our net income for the nine months ended September 30, 2020 increased by approximately $38.0 million to $116.4 million from $78.4 million for the nine months ended September 30, 2019, details of which are shown in the following graph and further described below.

~~The increase in net income was primarily due to the following:~~

•~~an increase in total revenue of approximately $23.2 million, or 9.4%, primarily attributable to the recommencement of operations of certain assets at our East Coast storage facility, operations of~~

recently constructed assets and the Inflation Rate Increase, offset by lower revenue attributable to certain assets not subject to MVC shortfall payments due to a reduction in throughput volumes as a result of the COVID-19 pandemic, as well as lower pass-through utilities fees;

•a decrease in operating and maintenance expenses of approximately $11.4 million, or 13.2%, as a result of decreased discretionary spending, including maintenance and outside service costs, in response to the COVID-19 pandemic, as well as lower environmental clean-up remediation costs, utility expenses due to reduced energy usage and no remediation of product contamination costs in 2020 compared to costs incurred in 2019 for product contamination remediation at one of our terminals, offset by expenses related to the recommencement of operations of certain assets at our East Coast storage facility;

•~~a decrease in general and administrative expenses of approximately $5.3 million, or 29.5%, as a result of decreased acquisition costs and unit-based compensation expense;~~

•a decrease in change in contingent consideration of approximately $14.2 million due to the impending termination of the CPI Processing Agreement in Q4 2020 and the resulting elimination of the projected earn-out liability for future periods, offset by the increase in estimated future payouts for the current annual period of the CPI Processing Agreement; and

•a decrease in other expenses of approximately $1.0 million, or 2.6%, primarily related to a decrease in interest expense as a result of lower borrowings under our Revolving Credit Facility and a decrease in accretion on discounted liabilities due to lower outstanding liability;

~~offset by the following:~~

•an increase in depreciation and amortization of approximately $10.2 million, or 38.1%, resulting from the accelerated depreciation and amortization of certain CPI tangible and intangible assets, which are subject to the impending termination of the CPI Processing Agreement in Q4 2020, as well as the timing of acquisitions and new assets being placed in service; and

•an increase in impairment expense of $7.0 million resulting from an impairment charge, as a result of a contract termination, to write-down the related processing unit assets and customer contract intangible asset.

EBITDA attributable to PBFX for the nine months ended September 30, 2020 increased by approximately $41.6 million to $174.5 million from $132.8 million for the nine months ended September 30, 2019 due to the factors noted above, excluding the impact of depreciation and amortization, impairment expense, interest expense, net, amortization of loan fees and debt premium, accretion on discounted liabilities, change in contingent consideration, noncontrolling interest and earnings attributable to the CPI earn-out.

Adjusted EBITDA for the nine months ended September 30, 2020 increased by approximately $31.7 million to $178.5 million from $146.7 million for the nine months ended September 30, 2019 due to the factors noted above, excluding the impact of acquisition and transaction costs, unit-based compensation, certain environmental remediation costs and certain tariff true-up adjustments.

3732

Segment Information

Our operations are comprised of operating segments, which are strategic business units that offer different services in various geographical locations. We review operations in two reportable segments: (i) Transportation and Terminaling and (ii) Storage. Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of our reportable segments based on the segment operating income. Segment operating income is defined as net revenue less operating expenses, ~~and~~ depreciation and ~~amortization.~~amortization and change in contingent consideration. General and administrative expenses and interest expenses not included in the Transportation and Terminaling and Storage segments are included in Corporate. Segment reporting is further discussed in Note 1211 “Segment Information” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements.”

Transportation and Terminaling Segment

The following table and discussion provide an explanation of our results of operations of the Transportation and Terminaling segment for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019:~~2020:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
(in thousands, except for total throughput and lease tank capacity)	(in thousands, except for total throughput and lease tank capacity)									(in thousands, except for total throughput and lease tank capacity)

Revenue:	Revenue:									Revenue:
Affiliate	Affiliate	$	60,662	$	67,872	$	187,517	$	193,814	Affiliate	$	65,592	$	65,141
Third-party	Third-party	6,330		5,397		16,427		15,070		Third-party	5,885		5,102
Total revenue	Total revenue	66,992		73,269		203,944		208,884		Total revenue	71,477		70,243

Costs and expenses:	Costs and expenses:									Costs and expenses:
Operating and maintenance expenses	Operating and maintenance expenses	16,605		22,622		55,282		67,377		Operating and maintenance expenses	17,633		21,903

Depreciation and amortization	Depreciation and amortization	7,010		7,051		21,105		20,831		Depreciation and amortization	7,235		7,072
Total costs and expenses	Total costs and expenses	23,615		29,673		76,387		88,208		Total costs and expenses	24,868		28,975
Transportation and Terminaling Segment Operating Income	Transportation and Terminaling Segment Operating Income	$	43,377	$	43,596	$	127,557	$	120,676	Transportation and Terminaling Segment Operating Income	$	46,609	$	41,268

Key Operating Information	Key Operating Information									Key Operating Information
Transportation and Terminaling Segment	Transportation and Terminaling Segment									Transportation and Terminaling Segment
Terminals	Terminals									Terminals
Total throughput (bpd) (1)	Total throughput (bpd) (1)	199,139		334,340		240,159		287,027		Total throughput (bpd)(1)	219,870		300,392
Lease tank capacity (average lease capacity barrels per month) (2)	Lease tank capacity (average lease capacity barrels per month) (2)	2,587,334		2,088,044		2,343,637		2,229,890		Lease tank capacity (average lease capacity barrels per month)(2)	2,490,334		2,051,043
Pipelines	Pipelines									Pipelines
Total throughput (bpd) (1)	Total throughput (bpd) (1)	143,273		165,757		153,909		158,307		Total throughput (bpd)(1)	153,463		162,527
Lease tank capacity (average lease capacity barrels per month) (2)	Lease tank capacity (average lease capacity barrels per month) (2)	1,123,864		1,388,849		1,144,915		1,355,645		Lease tank capacity (average lease capacity barrels per month)(2)	1,033,760		1,147,823

(1) Calculated as the sum of the average throughput per day for each asset group for the period presented.

(2) Lease capacity is based on tanks in service and average lease capacity available during the period.

3833

Three Months Ended ~~September 30, 2020~~March 31, 2021 Compared to the Three Months Ended ~~September 30, 2019~~March 31, 2020

Our Transportation and Terminaling operating income for the three months ended ~~September 30, 2020 decreased~~March 31, 2021 increased by approximately ~~$0.2~~$5.3 million to ~~$43.4~~$46.6 million from ~~$43.6~~$41.3 million for the three months ended ~~September 30, 2019,~~March 31, 2020, details of which are shown in the following graph and further described below.

~~The decrease in operating income was primarily due to the following:~~

•a decrease in total revenue of approximately $6.3 million, or 8.6%, primarily attributable to a reduction in throughput volumes as a result of the COVID-19 pandemic, as well as lower pass-through utilities fees, offset by the Inflation Rate Increase;

~~offset by the following:~~

•a decrease in operating and maintenance expenses of approximately $6.0 million, or 26.6%, as a result of decreased discretionary spending, including outside service costs, in response to the COVID-19 pandemic, as well as lower utility expenses due to reduced energy usage and no remediation of product contamination costs in 2020 compared to costs incurred in 2019 for product contamination remediation at one of our terminals.

~~Depreciation and amortization was consistent during the comparable periods.~~

~~Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019~~

Our Transportation and Terminaling operating income for the nine months ended September 30, 2020 increased by approximately $6.9 million to $127.6 million from $120.7 million for the nine months ended September 30, 2019, details of which are shown in the following graph and further described below.

The increase in operating income was primarily due to the following:

•an increase in total revenue of approximately $1.2 million, or 1.8%, primarily attributable to the Inflation Rate Increase and increased lease tank capacity at certain of our assets; and

•a decrease in operating and maintenance expenses of approximately ~~$12.1~~$4.3 million, or ~~18.0%~~19.5%, as a result of decreased discretionary spending, including maintenance and outside service costs, in response to the COVID-19 pandemic, as well as lower ~~environmental clean-up remediation cost and~~ utility expenses due to reduced energy ~~usage and no remediation of product contamination costs in 2020 compared to costs incurred in 2019 for product contamination remediation at one of our terminals;~~

~~offset by the following:~~

•a decrease in total revenue of approximately $4.9 million, or 2.4%, primarily attributable to a reduction in throughput volumes as a result of the COVID-19 pandemic, as well as lower pass-through utilities fees, offset by the Inflation Rate Increase; and

•~~an increase in depreciation and amortization of approximately $0.3 million, or 1.3%, related to the timing of acquisitions and new assets being placed in service.~~usage.

Depreciation and amortization was relatively consistent during the comparable periods with no significant fluctuation activity.

4034

Storage Segment

The following table and discussion provide an explanation of our results of operations of the Storage segment for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019:~~2020:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
(in thousands, except for storage capacity reserved and total throughput)	(in thousands, except for storage capacity reserved and total throughput)									(in thousands, except for storage capacity reserved and total throughput)

Revenue:	Revenue:									Revenue:
Affiliate	Affiliate	$	10,054	$	10,154	$	31,164	$	30,200	Affiliate	$	10,341	$	10,402
Third-party	Third-party	11,964		2,954		36,060		8,888		Third-party	5,687		12,384
Total revenue	Total revenue	22,018		13,108		67,224		39,088		Total revenue	16,028		22,786

Costs and expenses:	Costs and expenses:									Costs and expenses:
Operating and maintenance expenses	Operating and maintenance expenses	6,125		5,734		20,103		19,448		Operating and maintenance expenses	7,415		7,598

Depreciation and amortization	Depreciation and amortization	7,295		2,028		15,716		5,823		Depreciation and amortization	2,170		4,210
Impairment expense		7,000		—		7,000		—

Change in contingent consideration	Change in contingent consideration	(14,765)		—		(14,235)		—		Change in contingent consideration	655		206
Total costs and expenses	Total costs and expenses	5,655		7,762		28,584		25,271		Total costs and expenses	10,240		12,014
Storage Segment Operating Income	Storage Segment Operating Income	$	16,363	$	5,346	$	38,640	$	13,817	Storage Segment Operating Income	$	5,788	$	10,772

Key Operating Information	Key Operating Information									Key Operating Information
Storage Segment	Storage Segment									Storage Segment
Storage capacity reserved (average shell capacity barrels per month) (1)	Storage capacity reserved (average shell capacity barrels per month) (1)	7,687,505		8,033,679		7,634,264		8,006,785		Storage capacity reserved (average shell capacity barrels per month)(1)	7,605,161		7,607,643
Total throughput (bpd) (2)	Total throughput (bpd) (2)	21,835		—		24,704		—		Total throughput (bpd)(2)	7,873		25,254

(1) Storage capacity is based on tanks in service and average shell capacity available during the period.

(2) Calculated as the sum of the average throughput per day for each asset group for the period presented.

4135

Three Months Ended ~~September 30, 2020~~March 31, 2021 Compared to the Three Months Ended ~~September 30, 2019~~March 31, 2020

Our Storage operating income for the three months ended ~~September 30, 2020 increased~~March 31, 2021 decreased by approximately ~~$11.0~~$5.0 million to ~~$16.4~~$5.8 million from ~~$5.3~~$10.8 million for the three months ended ~~September 30, 2019,~~March 31, 2020, details of which are shown in the following graph and further described below.

The ~~increase~~decrease in operating income was primarily due to the following:

•~~an increase~~a decrease in total revenue of approximately ~~$8.9~~$6.8 million, or ~~68.0%~~29.7%, primarily attributable to the ~~recommencement of operations of certain assets at our East Coast storage facility and the Inflation Rate Increase;~~CPI Contract Termination; and

•~~a decrease~~an increase in change in contingent consideration of approximately ~~$14.8~~$0.4 million due to the ~~impending termination~~extension of certain services under the CPI Processing Agreement ~~in Q4 2020 and~~into the ~~resulting elimination~~second quarter of ~~the projected earn-out liability for future periods, offset by the increase in estimated future payouts for the current annual period of the CPI Processing Agreement;~~2021;

offset by the following:

•~~an increase in operating and maintenance expenses of approximately $0.4 million, or 6.8%, as~~ a result of the recommencement of operations of certain assets at our East Coast storage facility, offset by decreased spending at our facilities due to cost cutting measures taken as a result of the COVID-19 pandemic, including lower maintenance activity;

•~~an increase~~decrease in depreciation and amortization of approximately ~~$5.3~~$2.0 million, or ~~259.7%~~48.5%, ~~resulting from the accelerated depreciation and amortization of~~due to certain CPI ~~tangible and intangible assets, which are subject to the impending termination of the CPI Processing Agreement in Q4 2020, as well as the timing of acquisitions and new~~ assets being ~~placed in service;~~fully depreciated and

~~Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019~~

Our Storage operating income for the nine months ended September 30, 2020 increased by approximately $24.8 million to $38.6 million from $13.8 million for the nine months ended September 30, 2019, details of which are shown amortized in the ~~following graph and further described below.~~

~~The increase in operating income was primarily due to the following:~~

•~~an increase in total revenue~~fourth quarter of ~~approximately $28.1 million, or 72.0%, primarily attributable to the recommencement of operations of certain assets at our East Coast storage facility and the Inflation Rate Increase; and~~

•~~a decrease in change in contingent consideration of approximately $14.2 million due to the impending termination of the CPI Processing Agreement in Q4~~ 2020 ~~and the resulting elimination of the projected earn-out liability for future periods, offset by the increase in estimated future payouts for the current annual period of the CPI Processing Agreement;~~

~~offset by the following:~~

•~~an increase in operating and maintenance expenses of approximately $0.7 million, or 3.4%,~~ as a result of the recommencement of operations of certain assets at our East Coast storage facility, offset by decreased spending at our facilities due to cost cutting measures taken as a result of the COVID-19 pandemic, including lower maintenance activity;

•~~an increase in depreciation and amortization of approximately $9.9 million, or 169.9%, resulting from the accelerated depreciation and amortization of certain~~ CPI tangible and intangible assets, which are subject to the impending termination of the CPI Processing Agreement in Q4 2020, as well as the timing of acquisitions and new assets being placed in service; and

Operating and maintenance expenses were relatively consistent during the comparable periods with no significant fluctuation activity.

4336

Liquidity and Capital Resources

Due to the COVID-19 pandemic and the current challenging and volatile market conditions, our business and operating results have been impacted by demand destruction for refined petroleum products as a result of the worldwide economic slowdown and governmental and consumer responses, including travel restrictions and stay-at-home orders. Such conditions continue to affect our operations and financial condition due to changes in the usage and level of demand for our services, including a reduction in third-party and incremental affiliate revenue. We expect our ongoing sources of liquidity to include cash generated from operations (a significant portion of which are supported by MVCs in our commercial agreements), borrowings under our Revolving Credit Facility and issuances of additional debt and equity securities as appropriate given market conditions. Additionally, we remain focused on opportunities to support our financial position in the current environment, including limiting capital expenditures, reducing discretionary activities and third-party services and continually assessing our quarterly distribution level. While it is impossible to estimate the duration or complete financial impact of the COVID-19 pandemic and volatile market conditions, we expect that these sources of funds will be adequate to provide for our short-term and long-term liquidity needs, including our debt service, capital expenditures and distributions on our units. We may also pursue other strategic initiatives to strengthen our financial position, including debt and/or equity securities repurchases, to the extent such initiatives can be funded without impairing our liquidity. Refer to “Risk Factors” included in “Item 1A.” of ~~this~~our 2020 Form ~~10-Q~~10-K for further information.

Our largest customer is our affiliate, PBF Holding, a subsidiary of our parent sponsor. PBF Energy has initiated several steps as part of a strategic plan to navigate current volatile markets and preserve or enhance its liquidity, including asset sales, new debt issuances, temporarily idling various units at certain refineries to optimize production, reductions in capital and operating expenditures, suspension of its dividend and exploring other potential opportunistic financing activities. We believe such actions will allow PBF Energy to continue to honor its commercial agreements with us.

In response to the impacts of the COVID-19 pandemic, we reduced our quarterly distribution to our minimum quarterly distribution of $0.30 per unit effective with the distribution for the first quarter of 2020. This reduction represents a strategic shift to build our cash flow coverage, de-lever our business and increase our financial resources as we continue to pursue potential organic growth projects or strategic acquisition opportunities. However, we intend to continue to pay at least the minimum quarterly distribution of $0.30 per unit per quarter, or $1.20 per unit on an annualized basis, which aggregates to approximately ~~$18.8~~$18.9 million per quarter ~~and~~or approximately ~~$75.2~~$75.6 million on an annualized basis, based on the number of common units outstanding as of ~~September 30, 2020.~~March 31, 2021.

As of ~~September 30, 2020,~~March 31, 2021, we had approximately ~~$310.0~~$355.0 million of liquidity, including approximately ~~$27.9~~$44.0 million in cash and cash equivalents, and access to approximately ~~$282.1~~$311.0 million under our Revolving Credit Facility.

During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, we made cash distribution payments as follows (in thousands, except per unit data):


Related Earnings Period:	Q4 2020
Distribution date	March 17, 2021
Record date	February 25, 2021
Per unit	$	0.30
To public common unitholders	$	9,724
To PBF LLC	$	8,986
Total distribution	$	18,710

4437

Credit Facilities

The Revolving Credit Facility is available to fund working capital, acquisitions, distributions and capital expenditures and for other general partnership purposes. We have the ability to increase the maximum amount of the Revolving Credit Facility by an aggregate amount of up to $250.0 million, to a total facility size of $750.0 million, subject to receiving increased commitments from the lenders or other financial institutions and satisfaction of certain conditions. Obligations under the Revolving Credit Facility are guaranteed by our restricted subsidiaries and secured by a first priority lien on our assets and those of our restricted subsidiaries. The maturity date of the Revolving Credit Facility is July 30, 2023 and may be extended for one year on up to two occasions, subject to certain customary terms and conditions. We are in compliance with the covenants under the Revolving Credit Facility as of ~~September 30, 2020.~~March 31, 2021.

During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, PBFX made net repayments of ~~$70.0~~$15.0 million under the Revolving Credit Facility.

Our 6.875% Senior Notes due 2023 (the “2023 Notes”) have an aggregate principal amount of $525.0 million with interest payable semi-annually on May 15 and November 15. The 2023 Notes mature on May 15, 2023. The 2023 Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations or restrictions on us and our restricted subsidiaries’ ability to, among other things, make distributions. These covenants are subject to a number of important limitations and exceptions. As of ~~September 30, 2020,~~March 31, 2021, we are in compliance with all covenants under the 2023 Notes.

Cash Flows

The following table sets forth our cash flows for the periods indicated:


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
		(In thousands)					(In thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	141,429	$	95,643	Net cash provided by operating activities	$	54,822	$	18,647
Net cash used in investing activities	Net cash used in investing activities	(9,635)		(23,180)		Net cash used in investing activities	(1,254)		(6,080)
Net cash used in financing activities		(138,909)		(39,793)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(45,886)		68,490
Net change in cash and cash equivalents	Net change in cash and cash equivalents	$	(7,115)	$	32,670	Net change in cash and cash equivalents	$	7,682	$	81,057

Cash Flows from Operating Activities

Net cash provided by operating activities increased by approximately ~~$45.8~~$36.2 million to ~~$141.4~~$54.8 million for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to ~~$95.6~~$18.6 million for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. The increase in net cash provided by operating activities was primarily the result of an increase in ~~net income of approximately $38.0 million and an increase in~~ the net changes in operating assets and liabilities of approximately ~~$7.8~~$36.1 million primarily driven by the timing of collection of accounts receivables and liability ~~payments. Non-cash~~payments and an increase in net income of approximately $2.4 million, offset by a net decrease in non-cash charges relating to depreciation and amortization, ~~impairment expense,~~ amortization of loan fees and debt premium, accretion on discounted liabilities, unit-based compensation and change in contingent consideration ~~were consistent during the comparable periods.~~of approximately $2.3 million.

Cash Flows from Investing Activities

Net cash used in investing activities decreased by approximately ~~$13.5~~$4.8 million to ~~$9.6~~$1.3 million for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to ~~$23.2~~$6.1 million for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. The decrease in net cash used in investing activities was due to a decrease in capital expenditures of

approximately ~~$13.5~~$4.8 million primarily related to ~~a reduction~~continued reductions in capital spending in the current year in response to the COVID-19 ~~pandemic and higher capital spend on organic growth projects in the prior year.~~pandemic.

Cash Flows from Financing Activities

Net cash used in financing activities ~~increased~~changed by approximately ~~$99.1~~$114.4 million to ~~$138.9~~$45.9 million for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to ~~$39.8~~net cash provided by financing activities of $68.5 million for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. Net cash used in financing activities for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 consisted of distributions to unitholders of $18.7 million, net repayments of ~~$70.0~~$15.0 million under our Revolving Credit Facility and ~~distributions to unitholders of $69.7~~a $12.2 million ~~offset by deferred financing costs and other costs of $0.8 million.~~earn-out payment under the CPI Processing Agreement. Net cash ~~used in~~provided by financing activities for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 consisted of the acquisition of the Torrance Valley Pipeline Company LLC (“TVPC”) noncontrolling interest for $200.0 million, distributions to unitholders of $91.6 million and distributions to TVPC members of $8.5 million, offset by proceeds from issuance of common units of $132.5 million, net borrowings under our Revolving Credit Facility of ~~$127.0~~$100.0 million and deferred financing costs and other costs of $0.8 million, offset by distributions to unitholders of $32.3 million.

Capital Expenditures

Our capital requirements have consisted of, and are expected to continue to consist of: expansion, maintenance and regulatory capital expenditures. Expansion capital expenditures are expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long term. Examples of expansion capital expenditures include the acquisition of assets, the construction, development or acquisition of equipment at our facilities or projects that provide additional throughput or storage capacity to the extent such capital expenditures are expected to expand our operating capacity or increase our operating income. Maintenance capital expenditures are expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity. Examples of maintenance capital expenditures are expenditures for the refurbishment and replacement of our transportation, terminaling, storage and processing assets and to maintain equipment reliability, integrity and safety. Regulatory capital expenditures are expenditures made to attain or maintain compliance with regulatory standards. Examples of regulatory capital expenditures are expenditures incurred to address environmental laws or regulations.

Capital expenditures for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ were as follows:


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
		(In thousands)					(In thousands)
Expansion	Expansion	$	1,789	$	17,730	Expansion	$	555	$	1,165
Maintenance	Maintenance	6,985		4,992		Maintenance	388		4,848
Regulatory	Regulatory	861		458		Regulatory	311		67
Total capital expenditures	Total capital expenditures	$	9,635	$	23,180	Total capital expenditures	$	1,254	$	6,080

We currently expect to spend ~~an additional aggregate of between~~ approximately ~~$6.5~~$9.0 million ~~and $11.0~~to $17.0 million for the remainder of ~~2020~~2021 for capital expenditures. Of the total expected remaining capital expenditures, ~~between~~ approximately ~~$2.5~~$9.0 million ~~and $4.0~~to $13.0 million relate to maintenance capital expenditures. We anticipate the forecasted maintenance capital expenditures will be funded primarily with cash from operations and through borrowings under the Revolving Credit Facility as needed. We currently have not included any potential future acquisitions in our ~~budgeted~~forecasted capital expenditures for the remainder of ~~2020.~~2021. We may rely on external sources including incremental borrowings under the Revolving Credit Facility and issuances of equity and debt securities to fund any significant future expansion.

Contractual Obligations

With the exception of activity under the Revolving Credit Facility, there have been no significant changes in our contractual obligations since those reported in our ~~2019~~2020 Form 10-K. Refer to Note 76 “Debt” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information regarding our debt obligations.

Off-Balance Sheet Arrangements

We have not entered into any transactions, agreements or other contractual arrangements that would result in off-balance sheet liabilities, other than outstanding letters of credit in the amount of ~~$4.9~~$4.0 million.

Environmental and Other Matters

Environmental Regulations

Our operations are subject to extensive and frequently changing federal, state and local laws, regulations and ordinances relating to the protection of the environment. Among other things, these laws and regulations govern the emission or discharge of pollutants into or onto the land, air and water, the handling and disposal of solid and hazardous wastes and the remediation of contamination. As with the industry generally, compliance with existing and anticipated environmental laws and regulations increases our overall cost of business, including our capital costs to develop, maintain, operate and upgrade equipment and facilities. While these laws and regulations affect our maintenance and regulatory capital expenditures and net income, we believe they do not necessarily affect our competitive position, as the operations of our competitors are similarly affected. We believe our facilities are in substantial compliance with applicable environmental laws and regulations. However, these laws and regulations, as well as the interpretation of such laws and regulations, are subject to changes by regulatory authorities, and continued and future compliance with such laws and regulations may require us to incur significant expenditures. Additionally, violation of environmental laws, regulations and permits can result in the imposition of significant administrative, civil and criminal penalties, injunctions limiting our operations, investigatory or remedial liabilities or construction bans or delays in the development of additional facilities or equipment. Furthermore, a release of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, subject us to substantial expenses, including costs to comply with applicable laws and regulations and to resolve claims by third parties for personal injury or property damage or by the U.S. federal government or state governments for natural resources damages. These impacts could directly and indirectly affect our business and have an adverse impact on our financial position, results of operations and liquidity. We cannot currently determine the amounts of such future impacts.

Environmental Liabilities

Contaminations resulting from spills of crude oil or petroleum products are not unusual within the petroleum terminaling or transportation industries, and, historically, spills at truck and rail racks and terminals have resulted in contamination of the environment, including soils and groundwater.

Pursuant to the contribution agreements entered into in connection with the IPO and the Acquisitions from PBF, PBF Energy has agreed to indemnify us for certain known and unknown environmental liabilities that are based on conditions in existence at our Predecessor’s properties and associated with the ownership or operation of the Contributed Assets and arising from the conditions that existed prior to the closings of the IPO and the Acquisitions from PBF. In addition, we have agreed to indemnify PBF Energy for (i) certain events and conditions associated with the ownership or operation of our assets that occur, as applicable, after the closing of each Acquisition from PBF (including the IPO) and (ii) environmental liabilities related to our assets if the environmental liability is the result of the negligence, willful misconduct or criminal conduct of us or our

employees, including those seconded to us. As a result, we may incur environmental expenses in the future, which may be substantial.

As of ~~September 30, 2020,~~March 31, 2021, we have recorded a total liability related to environmental remediation costs of $1.9 million related to existing environmental liabilities. Refer to Note 109 “Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information.

Supplemental Guarantor Financial Information

The following consolidated subsidiaries serve as guarantors of the obligations under the 2023 Notes:

•Delaware City Logistics Company LLC;

•Delaware Pipeline Company LLC;

•Delaware City Terminaling Company LLC;

•Toledo Terminaling Company LLC;

•PBF Logistics Products Terminals LLC;

•PBFX Operating Company LLC;

•Torrance Valley Pipeline Company LLC;

•Paulsboro Natural Gas Pipeline Company LLC;

•Toledo Rail Logistics Company LLC;

•Chalmette Logistics Company LLC;

•Paulsboro Terminaling Company LLC;

•DCR Storage and Loading Company LLC;

•CPI Operations LLC; and

•PBFX Ace Holdings LLC.

These guarantees are full and unconditional and joint and several.

PBF Logistics LP serves as “Issuer,” with PBF Logistics Finance Corporation (“PBF ~~Logistics~~ Finance”) as “Co-Issuer.” The indenture dated May 12, 2015, as supplemented, among us, PBF ~~Logistics~~ Finance, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, governs subsidiaries designated as “Guarantor Subsidiaries.”

In addition, PBF LLC provides a limited guarantee of collection of the principal amount of the 2023 Notes but is not otherwise subject to restrictions included in the indenture. Refer to PBF LLC’s condensed consolidated financial statements, which are included in its Quarterly Report on Form 10-Q for the period ended ~~September 30, 2020.~~March 31, 2021.

The Co-Issuer has no independent assets or operations, and we do not have any subsidiaries designated as “Non-Guarantor Subsidiaries.” As such, the consolidated results of the Issuer and Guarantor Subsidiaries are reflected in our Condensed Consolidated Financial Statements included in “Item 1. Financial Statements.”

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. We have minimal direct exposure to risks associated with fluctuating commodity prices because we do not generally own the crude oil, refined products or natural gas that is distributed through our facilities, and because all of our commercial agreements with PBF Energy require PBF Energy to bear the risk of any material volume loss relating to the services we provide.

We experience modest volume gains and losses, which we sometimes refer to as imbalances, through the operations of our assets as a result of variances in tank storage meter readings and volume fluctuations within certain of our terminals. We use a year-to-date weighted-average market price to value our assets and liabilities related to product imbalances. For the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, the impact from our imbalances was not material to our results. In practice, we expect to settle positive refined product imbalances at the end of each year by selling excess volumes at current market prices. We may be required to purchase refined product volumes in the open market to make up negative imbalances or settle through cash payments.

Debt that we incur under the Revolving Credit Facility bears interest at a variable rate and exposes us to interest rate risk. At ~~September 30, 2020,~~March 31, 2021, we had ~~$213.0~~$185.0 million outstanding in variable interest debt. A 1.0% change in the interest rate associated with the borrowings outstanding under this facility would result in a ~~$4.0~~$3.9 million change in our interest expense, assuming we were to borrow all $500.0 million available under the Revolving Credit Facility.

We continually monitor our market risk exposure, including the impact and developments related to the COVID-19 pandemic, which has introduced significant volatility in the financial ~~markets subsequent to our year ended December 31, 2019.~~markets.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information which is required to be disclosed is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management in a timely manner. Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we have evaluated the effectiveness of our system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of ~~1934)~~1934, as amended) as of ~~September 30, 2020.~~March 31, 2021. Based on that evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures are effective as of ~~September 30, 2020.~~March 31, 2021.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting during the three months ended ~~September 30, 2020~~March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in litigation, legal or governmental proceedings and other claims arising out of or relating to our operations in the normal course of business. Except as set forth in our filings with the SEC or below, we do not believe that we are a party to any such matters that will have a material adverse impact on our financial condition, results of operations or statements of cash flows and we are not aware of any such matters contemplated to be brought against ~~us:~~us.

On December 28, 2016, the Delaware Department of Natural Resources and Environmental Control issued a Coastal Zone Act permit for ethanol (the “Ethanol Permit”) to Delaware City Refining Company LLC (“DCR”) allowing the utilization of existing tanks and existing marine loading equipment at their existing facilities to enable denatured ethanol to be loaded from storage tanks to marine vessels and shipped to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by two environmental groups. On February 27, 2017, the Coastal Zone Industrial Board (the “Coastal Zone Board”) held a public hearing and dismissed the appeal, determining that the appellants did not have standing. The appellants filed an appeal of the Coastal Zone Board’s decision with the Delaware Superior Court (the “Superior Court”) on March 30, 2017. On January 19, 2018, the Superior Court rendered an Opinion regarding the decision of the Coastal Zone Board to dismiss the appeal of the Ethanol Permit for the ethanol project. The judge determined that the record created by the Coastal Zone Board was insufficient for the Superior Court to make a decision, and therefore remanded the case back to the Coastal Zone Board to address the deficiency in the record. Specifically, the Superior Court directed the Coastal Zone Board to address any evidence concerning whether the appellants’ claimed injuries would be affected by the increased quantity of ethanol shipments. On remand, the Coastal Zone Board met on January 28, 2019 and reversed its previous decision on standing, ruling that the appellants have standing to appeal the issuance of the Ethanol Permit. The parties to the action filed a joint motion with the Coastal Zone Board, requesting that the Coastal Zone Board concur with the parties’ proposal to secure from the Superior Court confirmation that all rights and claims are preserved for any subsequent appeal to the Superior Court, and that the matter then be scheduled for a hearing on the merits before the Coastal Zone Board. The Coastal Zone Board notified the parties in January of 2020 that it concurred with the parties’ proposed course of action. The appellants and DCR subsequently filed a motion with the Superior Court requesting relief consistent with what was described to the Coastal Zone Board. In March of 2020, the Superior Court issued a letter relinquishing jurisdiction over the matter and concurring with the parties’ proposal to allow the case to proceed to a hearing on the merits before the Coastal Zone Board. The parties must now jointly propose to the Coastal Zone Board a schedule for pre-hearing activity and a merits hearing to resolve the matter. The parties must, therefore, submit to the Coastal Zone Board a joint proposed schedule to govern future proceedings related to the merits hearing to resolve the matter.

On December 4, 2020, the Pennsylvania Department of Environmental Protection (the “PADEP”) issued a draft Consent Order and Agreement to the Partnership’s wholly-owned subsidiary, PBF Logistics Products Terminals LLC, with respect to two alleged violations at the Philadelphia terminal for failure to: 1) test and inspect regulated piping as required in accordance with industry standards; and 2) have a professional engineering certification that all above ground storage tanks meet the applicable performance standards and requirements as a result of an alleged release of oil on January 10, 2019 into the Schuylkill River resulting from a pipe leak that was not contained by emergency containment structure. The draft order included a proposed penalty of $0.8 million. The Partnership is currently communicating with the PADEP regarding the allegations and the settlement offer.

Item 1A. Risk Factors

There have been no significant changes from the risk factors previously disclosed in “Item 1A. Risk Factors” of our ~~2019~~2020 Form ~~10-K, except as follows:~~

The current COVID-19 pandemic could have a materially adverse impact on our business, including our financial condition, cash flows and results of operations. We are unable to predict the extent to which the pandemic and related impacts will adversely impact our business, including our financial condition, cash flows and results of operations.

Due to the COVID-19 pandemic and the current extraordinary and volatile market conditions, our business and operating results have been and could continue to be negatively impacted due to demand destruction as a result of the worldwide economic slowdown and governmental responses, including travel restrictions and stay-at-home orders. These conditions could also have a negative impact on our liquidity due to10-K.

5043

changes in the demand for our services, including a reduction in third-party and incremental affiliate revenue or the inability of our customers to honor their obligations under our commercial agreements. The COVID-19 pandemic has already impacted our revenue due to reductions in throughput volumes at our facilities, however, the full impact of the COVID-19 pandemic on the economy and our business is unknown and continuously evolving. The ultimate impact on our business will depend on numerous factors, including the duration of the effects of the pandemic on the economy, governmental actions as a response to the COVID-19 pandemic, the demand for refined petroleum products, any deterioration in the creditworthiness of our customers and actions taken by national and local governments.

~~The impacts the COVID-19 pandemic could have on our business include:~~

•~~a change in customer demand for our services, including lower third-party throughput and storage and a decrease in incremental throughput associated with our commercial agreements with PBF Holding;~~

•~~a reduction in the availability or productivity of our employees to service our customers;~~

•~~a delay in timing for the collections of our receivables for the services we perform;~~

•~~an impairment of our goodwill or long-lived assets;~~

•~~a decrease in our ability to grow our business through organic projects or third-party acquisitions;~~

•~~our inability to meet the covenant requirements of our Revolving Credit Facility or 2023 Notes, which may result in our debt being due on-demand;~~

•~~an impact on our liquidity position, which could result in our inability to pay our payables timely, including the 2023 Notes interest payments;~~

•~~changes or downgrades to our credit ratings;~~

•~~our ability to have sufficient cash from operations to enable us to pay the minimum quarterly distribution, or require us to reduce or suspend our quarterly distribution; and~~

•~~other factors discussed elsewhere in this Form 10-Q.~~

The foregoing and other continued disruptions to our business as a result of the COVID-19 pandemic could result in a material adverse effect on our business, result of operations, financial condition, cash flows and our ability to service the 2023 Notes and our other indebtedness and obligations. The COVID-19 pandemic may also have the effect of heightening some of the other risks described in the “Risk Factors” section of our 2019 Form 10-K.

~~Item 5.~~ ~~Other Information~~

(a) On October 26, 2020, PBF GP’s board of directors approved grants to certain officers, including each of our named executive officers, and key employees to us, of 324,000 phantom units pursuant to the terms and conditions of the PBF Logistics LP 2014 Long-Term Incentive Plan, as amended.

~~We awarded the following phantom units to our named executive officers:~~

•~~20,000 units to Thomas J. Nimbley, Chief Executive Officer and Chairman of the Board of Directors;~~

•~~12,500 units to C. Erik Young, Senior Vice President, Chief Financial Officer and Director;~~

•~~15,000 units to Matthew C. Lucey, Executive Vice President and Director;~~

•~~12,500 units to Trecia Canty, Senior Vice President, General Counsel and Secretary; and~~

•~~12,500 units to Timothy Paul Davis, Assistant Secretary.~~

Item 6. Exhibits

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Form 10-Q, and such Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX


Exhibit Number						Description
22.1*						List of Guarantor Subsidiaries.
31.1*						Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Logistics LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Erik Young, Chief Financial Officer of PBF Logistics LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1/*						Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Logistics LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2/*						Certification of Erik Young, Chief Financial Officer of PBF Logistics LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
104						The cover page from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2020,~~March 31, 2021, formatted as Inline XBRL (included in Exhibit 101).

——————

* Filed herewith.

** This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

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Signatures

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

PBF Logistics LP

By:

PBF Logistics GP LLC, its general partner

Date:

~~October~~April 29, ~~2020~~2021

By:

/s/ Erik Young

Erik Young
Senior Vice President, Chief Financial Officer and Director
(Duly Authorized Officer and Principal Financial Officer)

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	Three Months Ended September 30,
	2020	2019

Balance at beginning of period	62,349,592	62,107,210
Vesting of phantom units, net of forfeitures	10,932	3,622

Balance at end of period	62,360,524	62,110,832


	Common Units		Noncontrolling Interest		Total Equity
Balance at December 31, 2018	$	23,718	$	169,472	$	193,190
Quarterly distributions to unitholders ($0.5050 per unit)	(28,313)		0		(28,313)
Distributions to TVPC members	0		(6,500)		(6,500)
Net income attributable to the partners	17,357		4,719		22,076
Unit-based compensation expense	964		0		964
Other	259		0		259
Balance at March 31, 2019	$	13,985	$	167,691	$	181,676
Quarterly distributions to unitholders ($0.5100 per unit)	(32,079)		0		(32,079)
Distributions to TVPC members	0		(2,000)		(2,000)
Net income attributable to the partners	22,166		3,162		25,328
Acquisition of TVPC noncontrolling interest	(31,147)		(168,853)		(200,000)
Unit-based compensation expense	3,387		0		3,387
Issuance of common units, net of expenses	132,483		0		132,483
Other	(1,801)		0		(1,801)
Balance at June 30, 2019	$	106,994	$	0	$	106,994
Quarterly distributions to unitholders ($0.5150 per unit)	(32,384)		0		(32,384)

Net income attributable to the partners	30,994		0		30,994
Unit-based compensation expense	1,271		0		1,271

Other	260		0		260
Balance at September 30, 2019	$	107,135	$	0	$	107,135


Related Earnings Period:	Q4 2019		Q1 2020		Q2 2020
Distribution date	March 17, 2020		June 17, 2020		August 26, 2020
Record date	February 25, 2020		May 27, 2020		August 13, 2020
Per unit	$	0.5200	$	0.3000	$	0.3000
To public common unitholders	$	16,732	$	9,719	$	9,720
To PBF LLC	15,576		8,986		8,986
Total distribution	$	32,308	$	18,705	$	18,706


	Nine Months Ended September 30, 2020
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	203,944	$	67,224	$	0	$	271,168
Depreciation and amortization	21,105		15,716		0		36,821
Income (loss) from operations	127,557		38,640		(12,798)		153,399
Other expense	0		0		36,964		36,964
Capital expenditures	6,469		3,166		0		9,635


	Nine Months Ended September 30, 2019
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	208,884	$	39,088	$	0	$	247,972
Depreciation and amortization	20,831		5,823		0		26,654
Income (loss) from operations	120,676		13,817		(18,142)		116,351
Other expense	0		0		37,953		37,953
Capital expenditures	15,014		8,166		0		23,180


	Balance at September 30, 2020
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total assets	$	705,416	$	213,118	$	23,233	$	941,767