Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 24, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36446 | |
Entity Registrant Name | PBF LOGISTICS LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 35-2470286 | |
Entity Address, Address Line One | One Sylvan Way, Second Floor | |
Entity Address, City or Town | Parsippany, | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07054 | |
City Area Code | 973 | |
Local Phone Number | 455-7500 | |
Title of 12(b) Security | Common Units Representing Limited Partner Interests | |
Trading Symbol | PBFX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Smaller Reporting Company | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Units, Units Outstanding (in shares) | 62,741,662 | |
Entity Central Index Key | 0001582568 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 44,909 | $ 33,904 |
Accounts receivable - affiliates | 40,971 | 61,724 |
Accounts receivable | 5,035 | 5,549 |
Prepaids and other current assets | 3,136 | 3,476 |
Total current assets | 94,051 | 104,653 |
Property, plant and equipment, net | 764,450 | 787,338 |
Goodwill | 6,332 | 6,332 |
Other non-current assets | 3,388 | 2,974 |
Total assets | 868,221 | 901,297 |
Current liabilities: | ||
Accounts payable - affiliates | 4,544 | 4,096 |
Accounts payable | 3,663 | 5,394 |
Accrued liabilities | 25,632 | 16,812 |
Deferred revenue | 2,899 | 2,372 |
Current debt | 523,790 | 0 |
Total current liabilities | 560,528 | 28,674 |
Long-term debt | 0 | 622,544 |
Other long-term liabilities | 2,684 | 1,383 |
Total liabilities | 563,212 | 652,601 |
Commitments and contingencies (Note 9) | ||
Equity: | ||
Common unitholders (62,741,662 and 62,574,644 units issued and outstanding, as of September 30, 2022 and December 31, 2021, respectively) | 305,009 | 248,696 |
Total equity | 305,009 | 248,696 |
Total liabilities and equity | $ 868,221 | $ 901,297 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - Common Units - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common units issued (in shares) | 62,741,662 | 62,574,644 |
Common units outstanding (in shares) | 62,741,662 | 62,574,644 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Affiliate | $ 77,348 | $ 75,464 | $ 232,957 | $ 226,504 |
Third-party | 12,224 | 13,389 | 39,424 | 39,692 |
Total revenue | 89,572 | 88,853 | 272,381 | 266,196 |
Costs and expenses: | ||||
Operating and maintenance expenses | 30,439 | 27,265 | 88,045 | 77,760 |
General and administrative expenses | 5,509 | 3,902 | 16,102 | 14,592 |
Depreciation and amortization | 8,981 | 9,787 | 27,611 | 28,468 |
Change in contingent consideration | (40) | 761 | 198 | 2,565 |
Total costs and expenses | 44,889 | 41,715 | 131,956 | 123,385 |
Income from operations | 44,683 | 47,138 | 140,425 | 142,811 |
Other expense: | ||||
Interest expense, net | (9,328) | (10,027) | (28,747) | (30,526) |
Amortization of loan fees and debt premium | (412) | (423) | (1,245) | (1,278) |
Accretion on discounted liabilities | (4) | (6) | (14) | (18) |
Net income | $ 34,939 | $ 36,682 | $ 110,419 | $ 110,989 |
Common Units | ||||
Net income per limited partner unit: | ||||
Common units - basic (in dollars per share) | $ 0.55 | $ 0.58 | $ 1.75 | $ 1.77 |
Common units - diluted (in dollars per share) | $ 0.55 | $ 0.58 | $ 1.75 | $ 1.76 |
Weighted-average limited partner units outstanding: | ||||
Common units - basic (in shares) | 63,087,643 | 62,887,914 | 63,021,864 | 62,820,193 |
Common units - diluted (in shares) | 63,282,047 | 62,997,487 | 63,153,973 | 62,934,116 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 110,419 | $ 110,989 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 27,611 | 28,468 |
Amortization of loan fees and debt premium | 1,245 | 1,278 |
Accretion on discounted liabilities | 14 | 18 |
Unit-based compensation expense | 4,217 | 4,658 |
Change in contingent consideration | 198 | 2,565 |
Changes in operating assets and liabilities: | ||
Accounts receivable - affiliates | 20,753 | (10,024) |
Accounts receivable | 514 | 5,373 |
Prepaids and other current assets | 340 | (1,793) |
Accounts payable - affiliates | 448 | (978) |
Accounts payable | (1,269) | (639) |
Accrued liabilities | 10,421 | 3,382 |
Deferred revenue | 527 | 624 |
Other assets and liabilities | 552 | (217) |
Net cash provided by operating activities | 175,990 | 143,704 |
Cash flows from investing activities: | ||
Expenditures for property, plant and equipment | (4,622) | (6,892) |
Net cash used in investing activities | (4,622) | (6,892) |
Cash flows from financing activities: | ||
Distributions to unitholders | (56,421) | (56,216) |
Repayment of revolving credit facility | (100,000) | (75,000) |
Payment of contingent consideration | (2,685) | (12,176) |
Deferred financing costs and other | (1,257) | (1,057) |
Net cash used in financing activities | (160,363) | (144,449) |
Net change in cash and cash equivalents | 11,005 | (7,637) |
Cash and cash equivalents, beginning of period | 33,904 | 36,284 |
Cash and cash equivalents, end of period | 44,909 | 28,647 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrued and unpaid capital expenditures | 559 | 504 |
Contribution of net assets from PBF LLC | $ 0 | $ 316 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 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, 2022, owned 99.3% 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 47.7% limited partner interest in PBFX, with the remaining 52.3% limited partner interest owned by public unitholders as of September 30, 2022. PBFX engages in the processing of crude oil and the receiving, handling, storing 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. Pending Merger with PBF Energy On July 27, 2022, the Partnership entered into a definitive merger agreement with PBF Energy and its subsidiaries, PBF LLC, Riverlands Merger Sub LLC, and PBFX Holdings Inc., and PBF GP (the “Merger Agreement”), pursuant to which PBF Energy will acquire all of the publicly held common units representing limited partner interests in the Partnership not already owned by PBF Energy and its subsidiaries on the closing date of the transaction (the “Merger Transaction”). The Merger Agreement provides that, if the Merger Transaction is completed, each outstanding common unit of the Partnership held by an unaffiliated common unitholder will have a right to receive: (i) 0.270 shares of PBF Energy Class A common stock, par value $0.001 per share (“PBF Energy Class A common stock”), (ii) $9.25 in cash, without interest, (iii) any dividends or other distributions to which the holder thereof becomes entitled to upon surrender of such outstanding common units held by an unaffiliated common unitholder in accordance with the Merger Agreement, and (iv) any cash in lieu of fractional shares of PBF Energy Class A common stock in accordance with the Merger Agreement. The Merger Agreement also provides that, during the term of the Merger Agreement, PBF GP shall consider and, if appropriate, shall approve and declare and cause the Partnership to pay, a cash distribution to holders of PBFX’s common units in accordance with past practice for each completed fiscal quarter ending prior to the closing date of the Merger Transaction, in an amount not less than $0.30 per common unit to the extent a distribution is declared and the closing does not occur prior to the applicable record date established by the Board of Directors of PBF GP with respect to such quarterly distribution. Neither PBFX nor PBF GP shall be required to take any action with respect to a cash distribution if such action would violate applicable law, the certificate of limited partnership of PBFX, the partnership agreement of PBFX or any contract to which PBFX or PBF GP is a party as of July 27, 2022. The Merger Transaction is expected to close in the fourth quarter of 2022, subject to customary closing conditions. PBF Energy and PBF LLC, a subsidiary of PBF Energy that owns approximately 47.7% of PBFX’s common units, have entered into a voting and support agreement with PBFX committing to vote Partnership common units beneficially owned by PBF Energy and PBF LLC in favor of the Merger Transaction. Only the holders of PBFX’s common units of record at the close of business on October 24, 2022 are entitled to notice of and to vote at the virtual special meeting of unitholders of the Partnership to be held on November 30, 2022. The terms of the Merger Transaction were unanimously approved by the Board of Directors of PBF GP based on the unanimous approval and recommendation of its conflicts committee, comprised entirely of independent directors. Upon closing, the Partnership will become an indirect wholly-owned subsidiary of PBF Energy, and the PBFX common units will cease to be listed on the New York Stock Exchange and will be subsequently deregistered under the Securities Exchange Act of 1934, as amended. 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, 2021 (the “2021 Form 10-K”) for additional 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, 2022 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. Recently Adopted Accounting Guidance |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2022 | |
Revenues [Abstract] | |
REVENUE | 2. REVENUE Revenue Recognition In accordance with FASB Accounting Standards Codification “Revenue from Contracts with Customers (Topic 606),” revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration to which the Partnership expects to be entitled in exchange for those goods or services. As disclosed in Note 11 “Segment Information” of the Notes to Condensed Consolidated Financial Statements, the Partnership’s business consists of two reportable segments: (i) Transportation and Terminaling and (ii) Storage. The following table provides information relating to the Partnership’s revenue for each service category by segment for the periods presented: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Transportation and Terminaling Segment Terminaling $ 36,239 $ 37,628 $ 108,705 $ 114,849 Pipeline 22,582 20,980 66,288 62,667 Other 13,454 11,110 38,248 34,387 Total 72,275 69,718 213,241 211,903 Storage Segment Storage 14,386 14,550 48,104 42,443 Other 2,911 4,585 11,036 11,850 Total 17,297 19,135 59,140 54,293 Total Revenue $ 89,572 $ 88,853 $ 272,381 $ 266,196 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. 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. MVC Payments to be Received As of September 30, 2022, MVC payments to be received, based on future performance obligations of the Partnership, related to noncancellable commercial terminaling, pipeline and storage agreements were as follows: Remainder of 2022 $ 26,603 2023 95,737 2024 93,276 2025 93,021 2026 — Thereafter — Total MVC payments to be received (1)(2) $ 308,637 (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. 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 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, 2022, 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 The table below quantifies lease revenue for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Affiliate $ 42,231 $ 38,305 $ 128,387 $ 112,275 Third-party 6,392 9,508 22,777 26,303 Total lease revenue $ 48,623 $ 47,813 $ 151,164 $ 138,578 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, 2022: Remainder of 2022 $ 35,483 2023 138,453 2024 136,498 2025 109,816 2026 79,395 Thereafter 53,313 Total undiscounted cash flows to be received $ 552,958 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, 2022 and December 31, 2021: September 30, December 31, Land $ 98,337 $ 98,337 Pipelines 322,758 322,437 Terminals and equipment 83,783 83,411 Storage facilities and processing units 183,588 183,493 688,466 687,678 Accumulated depreciation (152,143) (133,962) Net assets subject to lease $ 536,323 $ 553,716 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 $2,899 and $2,372 as of September 30, 2022 and December 31, 2021, respectively. Changes in deferred revenue are 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. |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES | 9 Months Ended |
Sep. 30, 2022 | |
Credit Loss [Abstract] | |
CURRENT EXPECTED CREDIT LOSSES | 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. 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 no allowance for doubtful accounts recorded as of September 30, 2022 or December 31, 2021. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: September 30, December 31, Land $ 114,844 $ 114,844 Pipelines 347,023 346,512 Terminals and equipment 324,157 321,082 Storage facilities and processing units 202,727 202,729 Construction in progress 3,346 2,991 992,097 988,158 Accumulated depreciation (227,647) (200,820) Property, plant and equipment, net $ 764,450 $ 787,338 |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | GOODWILL AND INTANGIBLES The Partnership performed its annual goodwill impairment assessment as of July 1, 2022 and determined that the carrying value of goodwill was not impaired. As of September 30, 2022, the carrying amount of goodwill was $6,332, all of which was recorded within the Transportation and Terminaling segment. The Partnership’s net intangibles consisted of the following: September 30, December 31, Customer contracts $ 9,300 $ 9,300 Customer relationships 5,900 5,900 15,200 15,200 Accumulated amortization (12,773) (12,397) Total intangibles, net (1) $ 2,427 $ 2,803 (1) Total intangibles, net are included in “Other non-current assets” within the Partnership’s condensed consolidated balance sheets. Amortization expense was $376 for each of the nine-month periods ended September 30, 2022 and 2021. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Total debt was comprised of the following: September 30, December 31, 2023 Notes (1) $ 525,000 $ 525,000 Revolving Credit Facility (2)(3) — 100,000 Total debt outstanding 525,000 625,000 Unamortized debt issuance costs (1,604) (3,383) Unamortized 2023 Notes premium 394 927 Net carrying value of debt $ 523,790 $ 622,544 ___________________ (1) The 2023 Notes (as defined below) are due May 2023 and are classified as Current debt as of September 30, 2022 within the Partnership’s condensed consolidated balance sheets. (2) As of September 30, 2022, PBFX had $3,508 of outstanding letters of credit and $496,492 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”). (3) During the nine months ended September 30, 2022, PBFX made net repayments of $100,000 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. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
EQUITY | EQUITYPBFX had 32,788,031 outstanding common units held by the public as of September 30, 2022. PBF LLC owned 29,953,631 PBFX common units constituting an aggregate of 47.7% of PBFX’s limited partner interest as of September 30, 2022. 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, 2022 2021 Balance at beginning of period 62,732,078 62,510,376 Vesting of phantom units, net of forfeitures 9,584 6,761 Balance at end of period 62,741,662 62,517,137 Nine Months Ended September 30, 2022 2021 Balance at beginning of period 62,574,644 62,364,838 Vesting of phantom units, net of forfeitures 167,018 152,299 Balance at end of period 62,741,662 62,517,137 Additionally, 308,427 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 PBF GP or its affiliates during the year ended December 31, 2021. 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. Equity Activity The following tables summarize the changes in the carrying amount of the Partnership’s equity during the nine months ended September 30, 2022 and 2021: Common Units Balance at December 31, 2021 $ 248,696 Quarterly distributions to unitholders ($0.30 per unit) (19,000) Net income attributable to the partners 36,259 Unit-based compensation expense 654 Other 81 Balance at March 31, 2022 $ 266,690 Quarterly distributions to unitholders ($0.30 per unit) (19,054) Net income attributable to the partners 39,221 Unit-based compensation expense 2,824 Other (1,257) Balance at June 30, 2022 $ 288,424 Quarterly distributions to unitholders ($0.30 per unit) (19,093) Net income attributable to the partners 34,939 Unit-based compensation expense 739 Balance at September 30, 2022 $ 305,009 Common Units Balance at December 31, 2020 $ 167,217 Quarterly distributions to unitholders ($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 Quarterly distributions to unitholders ($0.30 per unit) (19,023) Net income attributable to the partners 37,096 Unit-based compensation expense 2,834 Other (696) Balance at June 30, 2021 $ 206,717 Quarterly distributions to unitholders ($0.30 per unit) (19,012) Net income attributable to the partners 36,682 Unit-based compensation expense 835 Other (45) Balance at September 30, 2021 $ 225,177 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 months ended September 30, 2022, PBFX made distribution payments as follows: Related Earnings Period: Q4 2021 Q1 2022 Q2 2022 Distribution date March 10, 2022 May 26, 2022 August 25, 2022 Record date February 24, 2022 May 12, 2022 August 11, 2022 Per unit $ 0.30 $ 0.30 $ 0.30 To public common unitholders $ 9,793 $ 9,833 $ 9,837 To PBF LLC $ 8,986 $ 8,986 $ 8,986 Total distribution $ 18,779 $ 18,819 $ 18,823 The quarterly distributions to limited partners for the three and nine months ended September 30, 2022 and 2021 are shown in the table below. The Partnership’s distributions are declared subsequent to quarter end (distributions of $0.30 per unit were declared for each of the three-month periods ended September 30, 2022 and 2021, distributions of $0.30 per unit were declared for each of the three-month periods ended June 30, 2022 and 2021, and distributions of $0.30 per unit were declared for each of the three-month periods ended March 31, 2022 and 2021); therefore, the table represents total estimated distributions applicable to the period in which the distributions were earned: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Limited partners’ distributions: Common $ 19,090 $ 19,015 $ 57,276 $ 57,060 Total distributions $ 19,090 $ 19,015 $ 57,276 $ 57,060 Total cash distributions (1) $ 18,837 $ 18,771 $ 56,479 $ 56,278 (1) Excludes phantom unit distributions, which are accrued and paid upon vesting. |
NET INCOME PER UNIT
NET INCOME PER UNIT | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME PER UNIT | NET INCOME PER UNITEarnings 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. 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 0 and 40,378 anti-dilutive phantom units for the three and nine months ended September 30, 2022, compared to 314,128 and 119,128 anti-dilutive phantom units for the three and nine months ended September 30, 2021. The following table shows the calculation of net income per limited partner unit: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net income attributable to the partners: Distributions declared $ 19,090 $ 19,015 $ 57,276 $ 57,060 Earnings less distributions 15,849 17,667 53,143 53,929 Net income attributable to the partners $ 34,939 $ 36,682 $ 110,419 $ 110,989 Weighted-average units outstanding - basic 63,087,643 62,887,914 63,021,864 62,820,193 Weighted-average units outstanding - diluted 63,282,047 62,997,487 63,153,973 62,934,116 Net income per limited partner unit - basic $ 0.55 $ 0.58 $ 1.75 $ 1.77 Net income per limited partner unit - diluted 0.55 0.58 1.75 1.76 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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 (including in response to the potential impacts of climate change), waste management and the characteristics and the composition of fuels. Compliance with existing and anticipated laws and 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 $2,133 and $1,695 as of September 30, 2022 and December 31, 2021, 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. A Remedial Action Plan was submitted to the PADEP in October 2020. The PADEP approved the Remedial Action Plan in January 2021, and the response activities are substantially complete. Future remediation costs and any potential penalties are currently not expected to be material to the Partnership. 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 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 $445 and $2,932 as of September 30, 2022 and December 31, 2021, respectively. The Contingent Consideration is included in “Accrued liabilities” within the Partnership’s condensed consolidated balance sheets. The Contingent Consideration is categorized in Level 3 of the fair value hierarchy and is estimated based on management’s estimate of the future cash flows associated with the recommenced idled assets. The changes in fair value of the obligation during the three and nine months ended September 30, 2022 and 2021 were primarily due to the changes in the estimated future cash flows of the assets and settlement payments made by the Partnership. The earn-out provision between the Partnership and Crown Point concluded in October 2022. The following table summarizes the changes in fair value of the Contingent Consideration for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Balance at beginning of period $ 485 $ 1,748 $ 2,932 $ 12,120 Settlements — — (2,685) (12,176) Unrealized (gain) charge included in earnings (40) 760 198 2,564 Balance at end of period $ 445 $ 2,508 $ 445 $ 2,508 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 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 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 2021 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 2022. The following table reflects activity during 2022 related to commercial agreements between PBFX and PBF Holding: Agreement Initiation Date Initial Term Renewal MVC Force Majeure Transportation and Terminaling Toledo Truck Unloading & Terminaling Agreement (a) 4/1/2022 9 months Evergreen See note (b) PBFX or PBF Holding can declare ___________________ (a) This commercial agreement with PBF Holding is considered a lease. (b) The MVC is 5,500 bpd through December 31, 2022. Effective January 1, 2023, the MVC will decrease to 1,000 bpd. 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. 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 2021 Form 10-K for a more complete description of the Omnibus Agreement and the Services Agreement. In addition, on July 27, 2022, the Partnership entered into the Merger Agreement with PBF Energy and its subsidiaries, PBF LLC, Riverlands Merger Sub LLC, and PBFX Holdings Inc., and PBF GP, pursuant to which PBF Energy will acquire all of the publicly held common units representing limited partner interests in the Partnership not already owned by PBF Energy and its subsidiaries on the closing date of the transaction. For further information, see Note 1 “Description of the Business and Basis of Presentation” of the Notes to Condensed Consolidated Financial Statements. 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 Nine Months Ended 2022 2021 2022 2021 Revenue $ 77,348 $ 75,464 $ 232,957 $ 226,504 Operating and maintenance expenses 2,171 2,171 6,512 6,512 General and administrative expenses 2,097 1,816 6,220 5,531 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 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 condensed consolidated financial statements, as described in Note 2 “Summary of Accounting Policies” of the Notes to Consolidated Financial Statements in the 2021 Form 10-K. The Partnership’s operating segments are organized into two 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. 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. 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 10 “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, 2022 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 72,275 $ 17,297 $ — $ 89,572 Depreciation and amortization 6,923 2,058 — 8,981 Income (loss) from operations 43,651 6,541 (5,509) 44,683 Other expense — — 9,744 9,744 Capital expenditures 1,039 445 — 1,484 Three Months Ended September 30, 2021 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 69,718 $ 19,135 $ — $ 88,853 Depreciation and amortization 7,613 2,174 — 9,787 Income (loss) from operations 42,744 8,296 (3,902) 47,138 Other expense — — 10,456 10,456 Capital expenditures 3,281 102 — 3,383 Nine Months Ended September 30, 2022 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 213,241 $ 59,140 $ — $ 272,381 Depreciation and amortization 21,440 6,171 — 27,611 Income (loss) from operations 128,843 27,684 (16,102) 140,425 Other expense — — 30,006 30,006 Capital expenditures 3,612 1,010 — 4,622 Nine Months Ended September 30, 2021 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 211,903 $ 54,293 $ — $ 266,196 Depreciation and amortization 21,953 6,515 — 28,468 Income (loss) from operations 134,801 22,602 (14,592) 142,811 Other expense — — 31,822 31,822 Capital expenditures 6,590 302 — 6,892 Balance at September 30, 2022 Transportation and Terminaling Storage Corporate Consolidated Total Total assets $ 648,091 $ 183,576 $ 36,554 $ 868,221 Balance at December 31, 2021 Transportation and Terminaling Storage Corporate Consolidated Total Total assets $ 688,005 $ 188,393 $ 24,899 $ 901,297 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Cash Distribution On October 27, 2022, PBF GP’s Board of Directors announced a cash distribution, based on the results of the third quarter of 2022, of $0.30 per unit. The distribution is payable on November 18, 2022 to PBFX unitholders of record at the close of business on November 7, 2022. |
DESCRIPTION OF THE BUSINESS A_2
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recently Adopted Accounting Guidance | Recently Adopted Accounting GuidanceIn March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments in this ASU 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 and other interbank rates. The Partnership’s adoption of this guidance did not have, and is not anticipated to have, a material impact on its condensed consolidated financial statements and related disclosures. |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenues [Abstract] | |
Revenue from external customers by products and services | The following table provides information relating to the Partnership’s revenue for each service category by segment for the periods presented: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Transportation and Terminaling Segment Terminaling $ 36,239 $ 37,628 $ 108,705 $ 114,849 Pipeline 22,582 20,980 66,288 62,667 Other 13,454 11,110 38,248 34,387 Total 72,275 69,718 213,241 211,903 Storage Segment Storage 14,386 14,550 48,104 42,443 Other 2,911 4,585 11,036 11,850 Total 17,297 19,135 59,140 54,293 Total Revenue $ 89,572 $ 88,853 $ 272,381 $ 266,196 |
Schedule of future minimum volume commitments to be received | As of September 30, 2022, MVC payments to be received, based on future performance obligations of the Partnership, related to noncancellable commercial terminaling, pipeline and storage agreements were as follows: Remainder of 2022 $ 26,603 2023 95,737 2024 93,276 2025 93,021 2026 — Thereafter — Total MVC payments to be received (1)(2) $ 308,637 (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. |
Operating lease, lease income | The table below quantifies lease revenue for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Affiliate $ 42,231 $ 38,305 $ 128,387 $ 112,275 Third-party 6,392 9,508 22,777 26,303 Total lease revenue $ 48,623 $ 47,813 $ 151,164 $ 138,578 |
Lessor, operating lease, payments to be received, maturity | 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, 2022: Remainder of 2022 $ 35,483 2023 138,453 2024 136,498 2025 109,816 2026 79,395 Thereafter 53,313 Total undiscounted cash flows to be received $ 552,958 |
Assets under lease | The table below quantifies, by category within property, plant and equipment, the assets that are subject to lease as of September 30, 2022 and December 31, 2021: September 30, December 31, Land $ 98,337 $ 98,337 Pipelines 322,758 322,437 Terminals and equipment 83,783 83,411 Storage facilities and processing units 183,588 183,493 688,466 687,678 Accumulated depreciation (152,143) (133,962) Net assets subject to lease $ 536,323 $ 553,716 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment, net consisted of the following: September 30, December 31, Land $ 114,844 $ 114,844 Pipelines 347,023 346,512 Terminals and equipment 324,157 321,082 Storage facilities and processing units 202,727 202,729 Construction in progress 3,346 2,991 992,097 988,158 Accumulated depreciation (227,647) (200,820) Property, plant and equipment, net $ 764,450 $ 787,338 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of net intangible assets | The Partnership’s net intangibles consisted of the following: September 30, December 31, Customer contracts $ 9,300 $ 9,300 Customer relationships 5,900 5,900 15,200 15,200 Accumulated amortization (12,773) (12,397) Total intangibles, net (1) $ 2,427 $ 2,803 (1) Total intangibles, net are included in “Other non-current assets” within the Partnership’s condensed consolidated balance sheets. |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Total debt was comprised of the following: September 30, December 31, 2023 Notes (1) $ 525,000 $ 525,000 Revolving Credit Facility (2)(3) — 100,000 Total debt outstanding 525,000 625,000 Unamortized debt issuance costs (1,604) (3,383) Unamortized 2023 Notes premium 394 927 Net carrying value of debt $ 523,790 $ 622,544 ___________________ (1) The 2023 Notes (as defined below) are due May 2023 and are classified as Current debt as of September 30, 2022 within the Partnership’s condensed consolidated balance sheets. (2) As of September 30, 2022, PBFX had $3,508 of outstanding letters of credit and $496,492 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”). (3) During the nine months ended September 30, 2022, PBFX made net repayments of $100,000 under the Revolving Credit Facility. |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of stock by class | The following table presents changes in PBFX common units outstanding: Three Months Ended September 30, 2022 2021 Balance at beginning of period 62,732,078 62,510,376 Vesting of phantom units, net of forfeitures 9,584 6,761 Balance at end of period 62,741,662 62,517,137 Nine Months Ended September 30, 2022 2021 Balance at beginning of period 62,574,644 62,364,838 Vesting of phantom units, net of forfeitures 167,018 152,299 Balance at end of period 62,741,662 62,517,137 |
Schedule of stockholders equity | The following tables summarize the changes in the carrying amount of the Partnership’s equity during the nine months ended September 30, 2022 and 2021: Common Units Balance at December 31, 2021 $ 248,696 Quarterly distributions to unitholders ($0.30 per unit) (19,000) Net income attributable to the partners 36,259 Unit-based compensation expense 654 Other 81 Balance at March 31, 2022 $ 266,690 Quarterly distributions to unitholders ($0.30 per unit) (19,054) Net income attributable to the partners 39,221 Unit-based compensation expense 2,824 Other (1,257) Balance at June 30, 2022 $ 288,424 Quarterly distributions to unitholders ($0.30 per unit) (19,093) Net income attributable to the partners 34,939 Unit-based compensation expense 739 Balance at September 30, 2022 $ 305,009 Common Units Balance at December 31, 2020 $ 167,217 Quarterly distributions to unitholders ($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 Quarterly distributions to unitholders ($0.30 per unit) (19,023) Net income attributable to the partners 37,096 Unit-based compensation expense 2,834 Other (696) Balance at June 30, 2021 $ 206,717 Quarterly distributions to unitholders ($0.30 per unit) (19,012) Net income attributable to the partners 36,682 Unit-based compensation expense 835 Other (45) Balance at September 30, 2021 $ 225,177 |
Distributions made to limited partner, by distribution | During the nine months ended September 30, 2022, PBFX made distribution payments as follows: Related Earnings Period: Q4 2021 Q1 2022 Q2 2022 Distribution date March 10, 2022 May 26, 2022 August 25, 2022 Record date February 24, 2022 May 12, 2022 August 11, 2022 Per unit $ 0.30 $ 0.30 $ 0.30 To public common unitholders $ 9,793 $ 9,833 $ 9,837 To PBF LLC $ 8,986 $ 8,986 $ 8,986 Total distribution $ 18,779 $ 18,819 $ 18,823 |
Distributions made to unitholders | The quarterly distributions to limited partners for the three and nine months ended September 30, 2022 and 2021 are shown in the table below. The Partnership’s distributions are declared subsequent to quarter end (distributions of $0.30 per unit were declared for each of the three-month periods ended September 30, 2022 and 2021, distributions of $0.30 per unit were declared for each of the three-month periods ended June 30, 2022 and 2021, and distributions of $0.30 per unit were declared for each of the three-month periods ended March 31, 2022 and 2021); therefore, the table represents total estimated distributions applicable to the period in which the distributions were earned: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Limited partners’ distributions: Common $ 19,090 $ 19,015 $ 57,276 $ 57,060 Total distributions $ 19,090 $ 19,015 $ 57,276 $ 57,060 Total cash distributions (1) $ 18,837 $ 18,771 $ 56,479 $ 56,278 (1) Excludes phantom unit distributions, which are accrued and paid upon vesting. |
NET INCOME PER UNIT (Tables)
NET INCOME PER UNIT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of calculation of net income per unit | The following table shows the calculation of net income per limited partner unit: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net income attributable to the partners: Distributions declared $ 19,090 $ 19,015 $ 57,276 $ 57,060 Earnings less distributions 15,849 17,667 53,143 53,929 Net income attributable to the partners $ 34,939 $ 36,682 $ 110,419 $ 110,989 Weighted-average units outstanding - basic 63,087,643 62,887,914 63,021,864 62,820,193 Weighted-average units outstanding - diluted 63,282,047 62,997,487 63,153,973 62,934,116 Net income per limited partner unit - basic $ 0.55 $ 0.58 $ 1.75 $ 1.77 Net income per limited partner unit - diluted 0.55 0.58 1.75 1.76 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | The following table summarizes the changes in fair value of the Contingent Consideration for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Balance at beginning of period $ 485 $ 1,748 $ 2,932 $ 12,120 Settlements — — (2,685) (12,176) Unrealized (gain) charge included in earnings (40) 760 198 2,564 Balance at end of period $ 445 $ 2,508 $ 445 $ 2,508 |
RELATED PARTY TRANSACTIONS - SU
RELATED PARTY TRANSACTIONS - SUMMARY OF TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following table reflects activity during 2022 related to commercial agreements between PBFX and PBF Holding: Agreement Initiation Date Initial Term Renewal MVC Force Majeure Transportation and Terminaling Toledo Truck Unloading & Terminaling Agreement (a) 4/1/2022 9 months Evergreen See note (b) PBFX or PBF Holding can declare ___________________ (a) This commercial agreement with PBF Holding is considered a lease. (b) The MVC is 5,500 bpd through December 31, 2022. Effective January 1, 2023, the MVC will decrease to 1,000 bpd. 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 Nine Months Ended 2022 2021 2022 2021 Revenue $ 77,348 $ 75,464 $ 232,957 $ 226,504 Operating and maintenance expenses 2,171 2,171 6,512 6,512 General and administrative expenses 2,097 1,816 6,220 5,531 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | Three Months Ended September 30, 2022 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 72,275 $ 17,297 $ — $ 89,572 Depreciation and amortization 6,923 2,058 — 8,981 Income (loss) from operations 43,651 6,541 (5,509) 44,683 Other expense — — 9,744 9,744 Capital expenditures 1,039 445 — 1,484 Three Months Ended September 30, 2021 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 69,718 $ 19,135 $ — $ 88,853 Depreciation and amortization 7,613 2,174 — 9,787 Income (loss) from operations 42,744 8,296 (3,902) 47,138 Other expense — — 10,456 10,456 Capital expenditures 3,281 102 — 3,383 Nine Months Ended September 30, 2022 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 213,241 $ 59,140 $ — $ 272,381 Depreciation and amortization 21,440 6,171 — 27,611 Income (loss) from operations 128,843 27,684 (16,102) 140,425 Other expense — — 30,006 30,006 Capital expenditures 3,612 1,010 — 4,622 Nine Months Ended September 30, 2021 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 211,903 $ 54,293 $ — $ 266,196 Depreciation and amortization 21,953 6,515 — 28,468 Income (loss) from operations 134,801 22,602 (14,592) 142,811 Other expense — — 31,822 31,822 Capital expenditures 6,590 302 — 6,892 Balance at September 30, 2022 Transportation and Terminaling Storage Corporate Consolidated Total Total assets $ 648,091 $ 183,576 $ 36,554 $ 868,221 Balance at December 31, 2021 Transportation and Terminaling Storage Corporate Consolidated Total Total assets $ 688,005 $ 188,393 $ 24,899 $ 901,297 |
DESCRIPTION OF THE BUSINESS A_3
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) - $ / shares | Jul. 27, 2022 | Sep. 30, 2022 |
Merger with PBF Energy Inc. | ||
Limited Partners' Capital Account [Line Items] | ||
Business combination consideration transferred equity interests per acquiree share (in shares) | 0.270 | |
Par value to be received (in dollars per share) | $ 0.001 | |
Business combination, share price (in dollars per share) | 9.25 | |
Minimum cash distribution per unit to be made for all completed quarters, prior to merger (in dollars per share) | $ 0.30 | |
PBF Energy [Member] | PBF LLC | ||
Limited Partners' Capital Account [Line Items] | ||
Percentage of total economic interest | 99.30% | |
Limited Partner, Affiliate | PBF LLC | ||
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest percentage | 47.70% | |
Limited Partner, Public | ||
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest percentage | 52.30% | |
Common Units | Limited Partner, Affiliate | PBF LLC | ||
Limited Partners' Capital Account [Line Items] | ||
Units owned (in shares) | 29,953,631 |
REVENUE - NARRATIVE (Details)
REVENUE - NARRATIVE (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Number of operating segments | segment | 2 | |
Percentage of total undiscounted future rental income from leased assets represented by affiliated leases | 91% | |
Deferred revenue | $ | $ 2,899 | $ 2,372 |
Minimum [Member] | ||
Lessor, lease term, option to extend or renew (or more) | 1 year | |
Maximum [Member] | ||
Lessor, lease term (up to) | 15 years | |
Affiliate | Minimum [Member] | ||
Lessee, lease term | 1 year | |
Affiliate | Maximum [Member] | ||
Lessee, lease term | 15 years |
REVENUE - PARTNERSHIP REVENUE (
REVENUE - PARTNERSHIP REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total Revenue | $ 89,572 | $ 88,853 | $ 272,381 | $ 266,196 |
Transportation and Terminaling Segment | ||||
Total Revenue | 72,275 | 69,718 | 213,241 | 211,903 |
Storage | ||||
Total Revenue | 17,297 | 19,135 | 59,140 | 54,293 |
Terminaling | Transportation and Terminaling Segment | ||||
Total Revenue | 36,239 | 37,628 | 108,705 | 114,849 |
Pipeline | Transportation and Terminaling Segment | ||||
Total Revenue | 22,582 | 20,980 | 66,288 | 62,667 |
Other | Transportation and Terminaling Segment | ||||
Total Revenue | 13,454 | 11,110 | 38,248 | 34,387 |
Other | Storage | ||||
Total Revenue | 2,911 | 4,585 | 11,036 | 11,850 |
Storage | Storage | ||||
Total Revenue | $ 14,386 | $ 14,550 | $ 48,104 | $ 42,443 |
REVENUE - PAYMENTS TO BE RECEIV
REVENUE - PAYMENTS TO BE RECEIVED (Details) $ in Thousands | Sep. 30, 2022 USD ($) | |
Revenues [Abstract] | ||
Remainder of 2022 | $ 26,603 | |
2023 | 95,737 | |
2024 | 93,276 | |
2025 | 93,021 | |
2026 | 0 | |
Thereafter | 0 | |
Total MVC payments to be received | $ 308,637 | [1],[2] |
[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. |
REVENUE - LEASE REVENUE (Detail
REVENUE - LEASE REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total lease revenue | $ 48,623 | $ 47,813 | $ 151,164 | $ 138,578 |
Affiliate | ||||
Total lease revenue | 42,231 | 38,305 | 128,387 | 112,275 |
Third-party | ||||
Total lease revenue | $ 6,392 | $ 9,508 | $ 22,777 | $ 26,303 |
REVENUE - UNDISCOUNTED CASH FLO
REVENUE - UNDISCOUNTED CASH FLOWS (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Revenues [Abstract] | |
Remainder of 2022 | $ 35,483 |
2023 | 138,453 |
2024 | 136,498 |
2025 | 109,816 |
2026 | 79,395 |
Thereafter | 53,313 |
Total undiscounted cash flows to be received | $ 552,958 |
REVENUE - ASSETS UNDER LEASE (D
REVENUE - ASSETS UNDER LEASE (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Gross PP&E Assets Under Lease | $ 992,097 | $ 988,158 |
Accumulated depreciation | (227,647) | (200,820) |
Net assets subject to lease | 764,450 | 787,338 |
Property Subject to Operating Lease | ||
Gross PP&E Assets Under Lease | 688,466 | 687,678 |
Accumulated depreciation | (152,143) | (133,962) |
Net assets subject to lease | 536,323 | 553,716 |
Land | ||
Gross PP&E Assets Under Lease | 114,844 | 114,844 |
Land | Property Subject to Operating Lease | ||
Gross PP&E Assets Under Lease | 98,337 | 98,337 |
Pipelines | ||
Gross PP&E Assets Under Lease | 347,023 | 346,512 |
Pipelines | Property Subject to Operating Lease | ||
Gross PP&E Assets Under Lease | 322,758 | 322,437 |
Terminals and equipment | ||
Gross PP&E Assets Under Lease | 324,157 | 321,082 |
Terminals and equipment | Property Subject to Operating Lease | ||
Gross PP&E Assets Under Lease | 83,783 | 83,411 |
Storage facilities and processing units | ||
Gross PP&E Assets Under Lease | 202,727 | 202,729 |
Storage facilities and processing units | Property Subject to Operating Lease | ||
Gross PP&E Assets Under Lease | $ 183,588 | $ 183,493 |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Credit Loss [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 992,097 | $ 988,158 |
Accumulated depreciation | (227,647) | (200,820) |
Property, plant and equipment, net | 764,450 | 787,338 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 114,844 | 114,844 |
Pipelines | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 347,023 | 346,512 |
Terminals and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 324,157 | 321,082 |
Storage facilities and processing units | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 202,727 | 202,729 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,346 | $ 2,991 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET - NARRATIVE (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 27,235 | $ 28,092 |
GOODWILL AND INTANGIBLES - NARR
GOODWILL AND INTANGIBLES - NARRATIVE (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 6,332 | $ 6,332 | |
Amortization expense | $ 376 | $ 376 |
GOODWILL AND INTANGIBLES - NET
GOODWILL AND INTANGIBLES - NET INTANGIBLES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||
Intangible assets, gross (excluding goodwill) | $ 15,200 | $ 15,200 | |
Accumulated amortization | (12,773) | (12,397) | |
Total intangibles, net | [1] | 2,427 | 2,803 |
Customer contracts | |||
Goodwill [Line Items] | |||
Intangible assets, gross (excluding goodwill) | 9,300 | 9,300 | |
Customer relationships | |||
Goodwill [Line Items] | |||
Intangible assets, gross (excluding goodwill) | $ 5,900 | $ 5,900 | |
[1]Total intangibles, net are included in “Other non-current assets” within the Partnership’s condensed consolidated balance sheets. |
DEBT - OUTSTANDING AMOUNTS (Det
DEBT - OUTSTANDING AMOUNTS (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | Jul. 30, 2018 | ||
Debt Instrument [Line Items] | ||||
Total debt outstanding | $ 525,000,000 | $ 625,000,000 | ||
Unamortized debt issuance costs | (1,604,000) | (3,383,000) | ||
Unamortized 2023 Notes premium | 394,000 | 927,000 | ||
Net carrying value of debt | 523,790,000 | 622,544,000 | ||
Repayments of line of credit | 100,000,000 | |||
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt outstanding | 525,000,000 | [1] | 525,000,000 | |
Line of Credit [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt outstanding | 0 | [2],[3] | $ 100,000,000 | |
Line of credit, outstanding | 3,508,000 | |||
Remaining borrowing capacity | $ 496,492,000 | |||
Maximum borrowing capacity | $ 500,000,000 | |||
[1]The 2023 Notes (as defined below) are due May 2023 and are classified as Current debt as of September 30, 2022 within the Partnership’s condensed consolidated balance sheets.[2]As of September 30, 2022, PBFX had $3,508 of outstanding letters of credit and $496,492 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”).[3]During the nine months ended September 30, 2022, PBFX made net repayments of $100,000 under the Revolving Credit Facility. |
DEBT - NARRATIVE (Details)
DEBT - NARRATIVE (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Debt, fair value | $ 523,392 | $ 613,661 | |
Debt, carrying value | $ 525,000 | 625,000 | |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt, interest rate | 6.875% | ||
Debt, fair value | $ 523,392 | 513,661 | |
Debt, carrying value | $ 525,000 | [1] | $ 525,000 |
[1]The 2023 Notes (as defined below) are due May 2023 and are classified as Current debt as of September 30, 2022 within the Partnership’s condensed consolidated balance sheets. |
EQUITY - NARRATIVE (Details)
EQUITY - NARRATIVE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Beginning balance | $ 248,696 | $ 248,696 | |||||||
Ending balance | $ 305,009 | $ 305,009 | |||||||
Cash distribution (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | |||
Limited Partner, Public | |||||||||
Capital Unit [Line Items] | |||||||||
Limited partner interest percentage | 52.30% | 52.30% | |||||||
Limited Partner, Affiliate | PBF LLC | |||||||||
Capital Unit [Line Items] | |||||||||
Limited partner interest percentage | 47.70% | 47.70% | |||||||
Common Units | |||||||||
Increase (Decrease) In Limited Partners' Capital [Roll Forward] | |||||||||
Balance at beginning of period (in shares) | 62,732,078 | 62,574,644 | 62,510,376 | 62,364,838 | 62,574,644 | 62,364,838 | |||
Balance at end of period (in shares) | 62,741,662 | 62,732,078 | 62,517,137 | 62,510,376 | 62,741,662 | 62,517,137 | |||
Common Units | Limited Partner | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Beginning balance | $ 288,424 | $ 266,690 | $ 248,696 | $ 206,717 | $ 186,506 | $ 167,217 | $ 248,696 | $ 167,217 | |
Quarterly distributions to unitholders | (19,093) | (19,054) | (19,000) | (19,012) | (19,023) | (18,926) | |||
Net income attributable to the partners | 34,939 | 39,221 | 36,259 | 36,682 | 37,096 | 37,211 | |||
Unit-based compensation expense | 739 | 2,824 | 654 | 835 | 2,834 | 989 | |||
Other | (1,257) | 81 | (45) | (696) | 15 | ||||
Ending balance | $ 305,009 | $ 288,424 | $ 266,690 | $ 225,177 | $ 206,717 | $ 186,506 | $ 305,009 | $ 225,177 | |
Common Units | Public Unit Holders | |||||||||
Capital Unit [Line Items] | |||||||||
Units owned (in shares) | 32,788,031 | 32,788,031 | |||||||
Common Units | Limited Partner, Affiliate | PBF LLC | |||||||||
Capital Unit [Line Items] | |||||||||
Units owned (in shares) | 29,953,631 | 29,953,631 | |||||||
Common Units | Phantom Unit Award | Limited Partner | |||||||||
Capital Unit [Line Items] | |||||||||
Shares, Issued (in shares) | 308,427 | ||||||||
Increase (Decrease) In Limited Partners' Capital [Roll Forward] | |||||||||
Vesting of phantom units, net of forfeitures (in shares) | 9,584 | 6,761 | 167,018 | 152,299 |
EQUITY - CASH DISTRIBUTIONS (De
EQUITY - CASH DISTRIBUTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Cash distribution (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | ||||
Cash distribution | $ 18,823 | $ 18,819 | $ 18,779 | |||||||
Cash distribution per unit (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | ||||
Distributions declared | $ 19,090 | $ 19,015 | $ 57,276 | $ 57,060 | ||||||
Merger with PBF Energy Inc. | Subsequent Event | Scenario, Forecast | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Cash Distribution Per Unit to be Paid for each completed calendar quarter ending prior to the closing date of the merger (in dollars per share) | $ 0.30 | |||||||||
Cash Distribution [Member] | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Distributions declared | [1] | 18,837 | 18,771 | 56,479 | 56,278 | |||||
Common Units | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Distributions declared | 19,090 | $ 19,015 | $ 57,276 | $ 57,060 | ||||||
Limited Partner, Public | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Cash distribution | 9,837 | $ 9,833 | $ 9,793 | |||||||
Limited Partner, Affiliate | PBF LLC | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Cash distribution | $ 8,986 | $ 8,986 | $ 8,986 | |||||||
[1]Excludes phantom unit distributions, which are accrued and paid upon vesting. |
NET INCOME PER UNIT (Details)
NET INCOME PER UNIT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Distributions declared | $ 19,090 | $ 19,015 | $ 57,276 | $ 57,060 |
Earnings less distributions | 15,849 | 17,667 | 53,143 | 53,929 |
Net income attributable to the partners | $ 34,939 | $ 36,682 | $ 110,419 | $ 110,989 |
Weighted-average units outstanding - basic (in shares) | 63,087,643 | 62,887,914 | 63,021,864 | 62,820,193 |
Weighted-average units outstanding - diluted (in shares) | 63,282,047 | 62,997,487 | 63,153,973 | 62,934,116 |
Net income per limited partner unit - basic (in dollars per share) | $ 0.55 | $ 0.58 | $ 1.75 | $ 1.77 |
Net income per limited partner unit - diluted (in dollars per share) | $ 0.55 | $ 0.58 | $ 1.75 | $ 1.76 |
Phantom Unit Award | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 0 | 314,128 | 40,378 | 119,128 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Oct. 01, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||||||
Accrual for Environmental Loss Contingencies | $ 2,133 | $ 2,133 | $ 1,695 | |||
Contingent Consideration | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Balance at beginning of period | 485 | $ 1,748 | 2,932 | $ 12,120 | ||
Settlements | 0 | 0 | (2,685) | (12,176) | ||
Unrealized (gain) charge included in earnings | (40) | 760 | 198 | 2,564 | ||
Balance at end of period | 445 | $ 2,508 | 445 | $ 2,508 | ||
East Coast Storage Assets Acquisition [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Initial Term | 3 years | |||||
Business Combination, Contingent Consideration, Liability | $ 445 | $ 445 | $ 2,932 |
RELATED PARTY TRANSACTIONS - CO
RELATED PARTY TRANSACTIONS - COMMERICAL AGREEMENTS (Details) - PBF Holding - Toledo Truck Unloading & Terminaling Agreement - bbl / d | 12 Months Ended | ||
Apr. 01, 2022 | Dec. 31, 2023 | ||
Related Party Transaction [Line Items] | |||
Initial Term | [1],[2] | 9 months | |
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 5,500 | ||
Scenario, Forecast | |||
Related Party Transaction [Line Items] | |||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 1,000 | ||
[1]The MVC is 5,500 bpd through December 31, 2022. Effective January 1, 2023, the MVC will decrease to 1,000 bpd.[2]This commercial agreement with PBF Holding is considered a lease. |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - SUMMARY OF TRANSACTION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||||
Revenue | $ 77,348 | $ 75,464 | $ 232,957 | $ 226,504 |
Operating and maintenance expenses | 2,171 | 2,171 | 6,512 | 6,512 |
General and administrative expenses | $ 2,097 | $ 1,816 | $ 6,220 | $ 5,531 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||||
Reportable segments | segment | 2 | ||||
Total revenue | $ 89,572 | $ 88,853 | $ 272,381 | $ 266,196 | |
Depreciation and amortization | 8,981 | 9,787 | 27,611 | 28,468 | |
Income (loss) from operations | 44,683 | 47,138 | 140,425 | 142,811 | |
Other expense | 9,744 | 10,456 | 30,006 | 31,822 | |
Capital expenditures | 1,484 | 3,383 | 4,622 | 6,892 | |
Total assets | 868,221 | 868,221 | $ 901,297 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Income (loss) from operations | (5,509) | (3,902) | (16,102) | (14,592) | |
Other expense | 9,744 | 10,456 | 30,006 | 31,822 | |
Capital expenditures | 0 | 0 | 0 | 0 | |
Total assets | 36,554 | 36,554 | 24,899 | ||
Transportation and Terminaling | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 72,275 | 69,718 | 213,241 | 211,903 | |
Depreciation and amortization | 6,923 | 7,613 | 21,440 | 21,953 | |
Income (loss) from operations | 43,651 | 42,744 | 128,843 | 134,801 | |
Other expense | 0 | 0 | 0 | 0 | |
Capital expenditures | 1,039 | 3,281 | 3,612 | 6,590 | |
Total assets | 648,091 | 648,091 | 688,005 | ||
Storage | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 17,297 | 19,135 | 59,140 | 54,293 | |
Depreciation and amortization | 2,058 | 2,174 | 6,171 | 6,515 | |
Income (loss) from operations | 6,541 | 8,296 | 27,684 | 22,602 | |
Other expense | 0 | 0 | 0 | 0 | |
Capital expenditures | 445 | $ 102 | 1,010 | $ 302 | |
Total assets | $ 183,576 | $ 183,576 | $ 188,393 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Oct. 27, 2022 $ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Cash distribution (in dollars per share) | $ 0.30 |