PBF Logistics LP - Quarter Report: 2022 September (Form 10-Q)

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, 2022


☐			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 24, 2022, there were 62,741,662 common units outstanding.

PBF LOGISTICS LP

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION			7

Item 1. Financial Statements (Unaudited)			7
Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021			7
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021			8
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021			9
Notes to Condensed Consolidated Financial Statements			11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27

Item 3. Quantitative and Qualitative Disclosures About Market Risk			46

Item 4. Controls and Procedures			46

PART II - OTHER INFORMATION			48

Item 1. Legal Proceedings			48

Item 1A. Risk Factors			48

Item 6. Exhibits			52

Signatures			53

EXPLANATORY NOTE

PBF Logistics LP (“PBFX” or the “Partnership”) is a Delaware master limited partnership (“MLP”) 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.

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (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, 2022, 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, 2021 (our “2021 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:

•the risk that the Merger Transaction (as defined in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q) is not consummated during the expected time frame, or at all;

•failure of closing conditions, delays in the consummation of the Merger Transaction and changes to business plans, as circumstances warrant, and other factors, many of which are difficult to control or predict, that could affect PBF Energy’s or our ability to consummate the Merger Transaction;

•the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement (as defined in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q) and failure to consummate the Merger Transaction;

•changes in general economic conditions, including market and macro-economic disruptions resulting from pandemics, such as the COVID-19 pandemic, including any resurgences and variants of the virus, and related governmental and consumer responses thereto;

•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;

•political pressure and influence of environmental groups and other stakeholders on decisions and policies related to the refining, processing and storing of crude oil and refined petroleum products;

•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 associated with PBF Energy’s Delaware City, Toledo and Torrance refineries, and any adverse developments 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, storing 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 or in response to the potential impacts of climate change;

•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 various 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 qualifying income requirements and 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, 2022		December 31, 2021
ASSETS
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

LIABILITIES AND EQUITY
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		—
Total current liabilities	560,528		28,674
Long-term debt	—		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

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,
	2022		2021		2022		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 attributable to PBF Logistics LP unitholders	$	34,939	$	36,682	$	110,419	$	110,989

Net income per limited partner unit:
Common units - basic	$	0.55	$	0.58	$	1.75	$	1.77
Common units - diluted	0.55		0.58		1.75		1.76


Weighted-average limited partner units outstanding:
Common units - basic	63,087,643		62,887,914		63,021,864		62,820,193
Common units - diluted	63,282,047		62,997,487		63,153,973		62,934,116

See Notes to Condensed Consolidated Financial Statements.

PBF LOGISTICS LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


	Nine Months Ended September 30,
	2022		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)

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,
	2022		2021



























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	—		316

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, 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.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

In 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.

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.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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 September 30,				Nine Months Ended Septembers 30,
	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.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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 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 lease 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, 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.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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 91% of the undiscounted contractual future rental income from the Partnership’s leased assets.

The table below quantifies lease revenue for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	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, 2022		December 31, 2021
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

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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.

3. 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.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

4. PROPERTY, PLANT AND EQUIPMENT, NET

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


	September 30, 2022		December 31, 2021
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

Depreciation expense was $27,235 and $28,092 for the nine months ended September 30, 2022 and 2021, respectively.

5. 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, 2022		December 31, 2021
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.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

6. DEBT

Total debt was comprised of the following:


	September 30, 2022		December 31, 2021
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.

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 current market interest rates based on quoted prices of the 2023 Notes and was approximately $523,392 and $513,661 at September 30, 2022 and December 31, 2021, 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 $525,000 and $523,392 as of September 30, 2022, respectively, and $625,000 and $613,661 as of December 31, 2021, respectively.

7. EQUITY

PBFX 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.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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 September 30,				Nine Months Ended September 30,
	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.

During the term of the Merger Agreement, PBF GP has agreed to consider and, if appropriate for PBFX, approve and declare, and cause PBFX to pay, a cash distribution to unitholders of PBFX in accordance with past practice for each completed calendar quarter ending prior to the closing date of the Merger Transaction in an amount equal to not less than the current per PBFX common unit distribution rate of $0.30 per PBFX common unit per completed calendar quarter 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 or 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, PBFX’s partnership agreement or any contract to which PBFX or PBF GP is a party as of July 27, 2022.

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 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 September 30,			Nine Months Ended September 30,
	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

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 (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.

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 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 September 30,				Nine Months Ended September 30,
	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

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

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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,
	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

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 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

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)


	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

12. 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.

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 2021 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 2021 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 MLP 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, 2022, owned 99.3% of the total economic interest in PBF LLC. As of September 30, 2022, 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.

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.

Pending Merger with PBF Energy

On July 27, 2022, we entered into a definitive merger agreement with PBF Energy and its subsidiaries, PBF LLC, Riverlands Merger Sub LLC, and PBFX Holdings Inc., and our general partner (the “Merger Agreement”), pursuant to which PBF Energy will acquire all of our publicly held common units representing limited partner interests 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 PBFX outstanding common unit 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, our general partner shall consider and, if appropriate, shall approve and declare and cause us to pay, a cash distribution to our common unitholders 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 our general partner with respect to such quarterly distribution. Neither we nor our general partner shall be required to take any action with respect to a cash distribution if such action would violate applicable law, our certificate of limited partnership, our partnership agreement or any contract to which we or our general partner is a party as of July 27, 2022. The merger 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 our common units, have entered into a voting and support agreement with us committing to vote our common units beneficially owned by PBF Energy and PBF LLC in favor of the Merger Transaction. Only the holders of our 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 our general partner based on the unanimous approval and recommendation of its conflicts committee, comprised entirely of independent directors.

Upon closing, we will become an indirect wholly-owned subsidiary of PBF Energy, and our 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 (the “Exchange Act”).

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 2021 Form 10-K and Note 10 “Related Party Transactions” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” in this Form 10-Q 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.

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 2021 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 certain debt transactions and our annual inflation adjustment to our commercial agreements.

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. Refer to “Risk Factors” included in “Item 1A.” of our 2021 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, 2022, 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 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 MVCs 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 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 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 Operations LLC (“CPI”) earn-out (the portion of earnings associated with an earn-out provision related to the purchase of CPI). 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.

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, 2022 and 2021. 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,
	2022		2021		2022		2021
	(In thousands)
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 attributable to PBF Logistics LP unitholders	$	34,939	$	36,682	$	110,419	$	110,989

Other data:
EBITDA attributable to PBFX	$	53,790	$	56,839	$	167,729	$	171,778
Adjusted EBITDA	54,592		57,890		168,660		176,865
Distributable cash flow	43,906		46,782		139,225		143,495
Capital expenditures	1,484		3,383		4,622		6,892

Reconciliation of Non-GAAP Financial Measures

As described in “How We Evaluate Our Operations” above, 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,
	2022		2021		2022		2021
	(In thousands)
Net income	$	34,939	$	36,682	$	110,419	$	110,989
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
Change in contingent consideration	(40)		761		198		2,565

Depreciation and amortization	8,981		9,787		27,611		28,468
EBITDA	53,624		57,686		168,234		173,844


Less: (Loss) earnings attributable to the CPI earn-out	(166)		847		505		2,066
EBITDA attributable to PBFX	53,790		56,839		167,729		171,778
Non-cash unit-based compensation expense	739		835		4,217		4,658
Cash interest	(9,365)		(10,066)		(28,862)		(30,678)
Maintenance capital expenditures	(1,258)		(826)		(3,859)		(2,263)
Distributable cash flow	$	43,906	$	46,782	$	139,225	$	143,495

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,
	2022		2021		2022		2021
	(In thousands)
Net cash provided by operating activities	$	64,518	$	53,419	$	175,990	$	143,704
Change in operating assets and liabilities	(19,483)		(4,925)		(32,286)		4,272
Interest expense, net	9,328		10,027		28,747		30,526
Non-cash unit-based compensation expense	(739)		(835)		(4,217)		(4,658)
EBITDA	53,624		57,686		168,234		173,844


Less: (Loss) earnings attributable to the CPI earn-out	(166)		847		505		2,066
EBITDA attributable to PBFX	53,790		56,839		167,729		171,778
Non-cash unit-based compensation expense	739		835		4,217		4,658
Cash interest	(9,365)		(10,066)		(28,862)		(30,678)
Maintenance capital expenditures	(1,258)		(826)		(3,859)		(2,263)
Distributable cash flow	$	43,906	$	46,782	$	139,225	$	143,495

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,
	2022		2021		2022		2021
	(In thousands)
Net income	$	34,939	$	36,682	$	110,419	$	110,989
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
Change in contingent consideration	(40)		761		198		2,565

Depreciation and amortization	8,981		9,787		27,611		28,468
EBITDA	53,624		57,686		168,234		173,844


Less: (Loss) earnings attributable to the CPI earn-out	(166)		847		505		2,066
EBITDA attributable to PBFX	53,790		56,839		167,729		171,778

Non-cash unit-based compensation expense	739		835		4,217		4,658
East Coast Terminals environmental remediation costs	63		216		173		429
East Coast Storage Assets one-time, incremental revenue	—		—		(3,459)		—
Adjusted EBITDA	$	54,592	$	57,890	$	168,660	$	176,865

Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021

Summary

Our net income for the three months ended September 30, 2022 decreased by approximately $1.7 million to $34.9 million from $36.7 million for the three months ended September 30, 2021. The decrease in net income was primarily due to the following:

•an increase in operating and maintenance expenses of approximately $3.2 million, or 11.6%, as a result of higher utilities costs due to increased energy rates and usage, higher additive costs and higher outside services and other fees coinciding with increased throughput at certain of our assets; and

•an increase in general and administrative expenses of approximately $1.6 million, or 41.2%, driven by transaction-related costs in connection with the Merger Transaction and higher expenses associated with the Omnibus Agreement;

offset by the following:

•a decrease in depreciation and amortization of approximately $0.8 million, or 8.2%, related to the timing of the retirement of assets;

•a decrease in change in contingent consideration of approximately $0.8 million, or 105.3%, due to lower current period adjustments to management’s estimates regarding the underlying earn-out provision;

•an increase in total revenue of approximately $0.7 million, or 0.8%, primarily attributable to inflation rate adjustments implemented in accordance with certain of our commercial agreements (the “Inflation Rate Increase”), higher pass-through utilities costs and increased throughput at certain of our assets, offset by the commencement of a new commercial agreement with a reduced MVC at our Delaware City rail facility and a decrease in third-party activity at our East Coast storage facility; and

•a decrease in other expenses of approximately $0.7 million, or 6.8%, primarily related to a decrease in interest expense as a result of lower borrowings under our Revolving Credit Facility.

EBITDA attributable to PBFX for the three months ended September 30, 2022 decreased by approximately $3.0 million to $53.8 million from $56.8 million for the three months ended September 30, 2021 due to the factors noted above, excluding the impact of depreciation and amortization, interest expense, net, amortization of loan fees and debt premium, accretion on discounted liabilities, change in contingent consideration and earnings attributable to the CPI earn-out.

Adjusted EBITDA for the three months ended September 30, 2022 decreased by approximately $3.3 million to $54.6 million from $57.9 million for the three months ended September 30, 2021 due to the factors noted above, excluding the impact of unit-based compensation and certain environmental remediation costs.

Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021

Summary

Our net income for the nine months ended September 30, 2022 decreased by approximately $0.6 million to $110.4 million from $111.0 million for the nine months ended September 30, 2021. The decrease in net income was primarily due to the following:

•an increase in operating and maintenance expenses of approximately $10.3 million, or 13.2%, as a result of higher utilities costs due to increased energy rates and usage, higher additive costs and higher outside services and other fees coinciding with increased throughput at certain of our assets; and

•an increase in general and administrative expenses of approximately $1.5 million, or 10.3%, driven by transaction-related costs in connection with the Merger Transaction and higher expenses associated with the Omnibus Agreement;

offset by the following:

•an increase in total revenue of approximately $6.2 million, or 2.3%, primarily attributable to the Inflation Rate Increase, higher pass-through utilities costs, higher affiliate revenues at our East Coast storage facility and increased throughput at certain of our assets, offset by the commencement of a new commercial agreement with a reduced MVC at our Delaware City rail facility and a decrease in third-party activity at our East Coast storage facility;

•a decrease in change in contingent consideration of approximately $2.4 million, or 92.3%, due to lower current period adjustments to management’s estimates regarding the underlying earn-out provision;

•a decrease in other expenses of approximately $1.8 million, or 5.7%, primarily related to a decrease in interest expense as a result of lower borrowings under our Revolving Credit Facility; and

•a decrease in depreciation and amortization of approximately $0.9 million, or 3.0%, related to the timing of the retirement of assets.

EBITDA attributable to PBFX for the nine months ended September 30, 2022 decreased by approximately $4.0 million to $167.7 million from $171.8 million for the nine months ended September 30, 2021 due to the factors noted above, excluding the impact of depreciation and amortization, interest expense, net, amortization of loan fees and debt premium, accretion on discounted liabilities, change in contingent consideration and earnings attributable to the CPI earn-out.

Adjusted EBITDA for the nine months ended September 30, 2022 decreased by approximately $8.2 million to $168.7 million from $176.9 million for the nine months ended September 30, 2021 due to the factors noted above, excluding the impact of unit-based compensation, certain environmental remediation costs and certain one-time, incremental revenues.

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, depreciation and 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 11 “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, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(in thousands, except for total throughput and lease tank capacity)

Revenue:
Affiliate	$	65,051	$	64,362	$	192,332	$	194,253
Third-party	7,224		5,356		20,909		17,650
Total revenue	72,275		69,718		213,241		211,903

Costs and expenses:
Operating and maintenance expenses	21,701		19,361		62,958		55,149

Depreciation and amortization	6,923		7,613		21,440		21,953
Total costs and expenses	28,624		26,974		84,398		77,102
Transportation and Terminaling Segment Operating Income	$	43,651	$	42,744	$	128,843	$	134,801

Key Operating Information
Transportation and Terminaling Segment
Terminals
Total throughput (bpd)(1)	278,855		263,389		265,219		247,167
Lease tank capacity (average lease capacity barrels per month)(2)	2,041,334		2,027,334		2,246,563		2,313,001
Pipelines
Total throughput (bpd)(1)	189,066		164,103		169,432		157,172
Lease tank capacity (average lease capacity barrels per month)(2)	1,674,471		1,175,380		1,383,653		1,080,644

(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.

Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021

Our Transportation and Terminaling operating income for the three months ended September 30, 2022 increased by approximately $0.9 million to $43.7 million from $42.7 million for the three months ended September 30, 2021. The increase in operating income was primarily due to the following:

•an increase in total revenue of approximately $2.6 million, or 3.7%, primarily attributable to the Inflation Rate Increase, higher pass-through utilities costs and increased throughput at certain of our assets, offset by the commencement of a new commercial agreement with a reduced MVC at our Delaware City rail facility; and

•a decrease in depreciation and amortization of approximately $0.7 million, or 9.1%, related to the timing of the retirement of assets;

offset by the following:

•an increase in operating and maintenance expenses of approximately $2.3 million, or 12.1%, as a result of higher utilities costs due to increased energy rates and usage, higher additive costs and higher outside services and other fees coinciding with increased throughput at certain of our assets.

Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021

Our Transportation and Terminaling operating income for the nine months ended September 30, 2022 decreased by approximately $6.0 million to $128.8 million from $134.8 million for the nine months ended September 30, 2021. The decrease in operating income was primarily due to the following:

•an increase in operating and maintenance expenses of approximately $7.8 million, or 14.2%, as a result of higher utilities costs due to increased energy rates and usage, higher additive costs and higher outside services and other fees coinciding with increased throughput at certain of our assets;

offset by the following:

•an increase in total revenue of approximately $1.3 million, or 0.6%, primarily attributable to the Inflation Rate Increase, higher pass-through utilities costs and increased throughput at certain of our assets, offset by the commencement of a new commercial agreement with a reduced MVC at our Delaware City rail facility; and

•a decrease in depreciation and amortization of approximately $0.5 million, or 2.3%, related to the timing of the retirement of assets.

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, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(in thousands, except for storage capacity reserved and total throughput)

Revenue:
Affiliate	$	12,297	$	11,102	$	40,625	$	32,251
Third-party	5,000		8,033		18,515		22,042
Total revenue	17,297		19,135		59,140		54,293

Costs and expenses:
Operating and maintenance expenses	8,738		7,904		25,087		22,611

Depreciation and amortization	2,058		2,174		6,171		6,515

Change in contingent consideration	(40)		761		198		2,565
Total costs and expenses	10,756		10,839		31,456		31,691
Storage Segment Operating Income	$	6,541	$	8,296	$	27,684	$	22,602

Key Operating Information
Storage Segment
Storage capacity reserved (average shell capacity barrels per month)(1)	7,333,111		7,727,436		7,654,163		7,667,832
Total throughput (bpd)(2)	10,907		19,227		8,895		16,779

(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.

Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021

Our Storage operating income for the three months ended September 30, 2022 decreased by approximately $1.8 million to $6.5 million from $8.3 million for the three months ended September 30, 2021. The decrease in operating income was primarily due to the following:

•a decrease in total revenue of approximately $1.8 million, or 9.6%, primarily attributable to a decrease in third-party activity at our East Coast storage facility, offset by the Inflation Rate Increase; and

•an increase in operating and maintenance expenses of approximately $0.8 million, or 10.6%, as a result of higher utilities costs due to increased energy rates and usage and higher other operating expenses;

offset by the following:

•a decrease in depreciation and amortization of approximately $0.1 million, or 5.3%, related to the timing of the retirement of assets.

Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021

Our Storage operating income for the nine months ended September 30, 2022 increased by approximately $5.1 million to $27.7 million from $22.6 million for the nine months ended September 30, 2021. The increase in operating income was primarily due to the following:

•an increase in total revenue of approximately $4.8 million, or 8.9%, primarily attributable to the Inflation Rate Increase and higher affiliate revenues at our East Coast storage facility, offset by a decrease in third-party activity at our East Coast storage facility;

•a decrease in depreciation and amortization of approximately $0.3 million, or 5.3%, related to the timing of the retirement of assets;

offset by the following:

•an increase in operating and maintenance expenses of approximately $2.5 million, or 11.0%, as a result of higher utilities costs due to increased energy rates and usage and higher other operating expenses.

Liquidity and Capital Resources

We expect our ongoing sources of liquidity to include cash generated from operations (including proceeds from our commercial agreements with PBF Holding), borrowings under our Revolving Credit Facility or with our parent sponsor, PBF Energy, and refinancing or issuances of additional debt and equity securities as appropriate given market conditions. We believe our balances of cash, cash equivalents, cash generated from operations, borrowings under the Revolving Credit Facility or with our parent sponsor, PBF Energy, and potential refinancing or issuances of debt and equity securities will be sufficient to satisfy cash requirements over the next twelve months and beyond.

We have paid, and 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 $19.1 million per quarter or approximately $76.4 million on an annualized basis, based on the number of common units outstanding as of September 30, 2022.

As of September 30, 2022, we had approximately $541.4 million of liquidity, including approximately $44.9 million in cash and cash equivalents, and access to approximately $496.5 million under our Revolving Credit Facility.

During the nine months ended September 30, 2022, we made cash distribution payments as follows (in thousands, except per unit data):


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

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, 2022.

During the nine months ended September 30, 2022, we made net repayments of $100.0 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 and are classified as Current debt as of September 30, 2022 within our condensed consolidated balance sheets. 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, 2022, 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,
	2022		2021
	(In thousands)
Net cash provided by operating activities	$	175,990	$	143,704
Net cash used in investing activities	(4,622)		(6,892)
Net cash used in financing activities	(160,363)		(144,449)
Net change in cash and cash equivalents	$	11,005	$	(7,637)

Cash Flows from Operating Activities

Net cash provided by operating activities increased by approximately $32.3 million to $176.0 million for the nine months ended September 30, 2022 compared to $143.7 million for the nine months ended September 30, 2021. The increase in net cash provided by operating activities was primarily the result of an increase in the net changes in operating assets and liabilities of approximately $36.6 million primarily driven by the timing of collection of accounts receivables and liability payments, offset by a net decrease in non-cash charges relating to depreciation and amortization, amortization of loan fees and debt premium, accretion on discounted liabilities, unit-based compensation and change in contingent consideration of approximately $3.7 million and a decrease in net income of approximately $0.6 million.

Cash Flows from Investing Activities

Net cash used in investing activities decreased by approximately $2.3 million to $4.6 million for the nine months ended September 30, 2022 compared to $6.9 million for the nine months ended September 30, 2021. The decrease in net cash used in investing activities was due to a decrease in capital expenditures of approximately $2.3 million resulting from the timing of capital projects.

Cash Flows from Financing Activities

Net cash used in financing activities increased by approximately $15.9 million to $160.4 million for the nine months ended September 30, 2022 compared to $144.4 million for the nine months ended September 30, 2021. Net cash used in financing activities for the nine months ended September 30, 2022 consisted of net repayments of $100.0 million under our Revolving Credit Facility, distributions to unitholders of $56.4 million, a $2.7 million payment of contingent consideration and deferred financing costs and other of $1.3 million. Net cash used in financing activities for the nine months ended September 30, 2021 consisted of net repayments of $75.0 million under our Revolving Credit Facility, distributions to unitholders of $56.2 million, a $12.2 million payment of contingent consideration and deferred financing costs and other of $1.1 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 (including in response to the potential impacts of climate change). Examples of regulatory capital expenditures are expenditures incurred to address environmental laws or regulations.

Capital expenditures for the nine months ended September 30, 2022 and 2021 were as follows:


	Nine Months Ended September 30,
	2022		2021
	(In thousands)
Expansion	$	304	$	3,888
Maintenance	3,859		2,263
Regulatory	459		741
Total capital expenditures	$	4,622	$	6,892

We currently expect to spend approximately $4.0 million to $6.0 million for the remainder of 2022 for capital expenditures, funded primarily with cash from operations. Of the total expected remaining capital expenditures, approximately $4.0 million to $5.0 million relate to maintenance capital expenditures. We currently have not included any potential future acquisitions in our forecasted capital expenditures for the remainder of 2022. 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.

Material Cash Requirements

With the exception of activity under the Revolving Credit Facility, there have been no significant changes in our material cash requirements (including known contractual and other obligations) since those reported in our 2021 Form 10-K. Refer to Note 6 “Debt” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information regarding our debt obligations.

Other

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 $3.5 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, 2022, we have recorded a total liability related to environmental remediation costs of $2.1 million related to existing environmental liabilities. Refer to Note 9 “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 Finance”) as “Co-Issuer.” The indenture dated May 12, 2015, as supplemented, among us, PBF 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 the combined Quarterly Report on Form 10-Q for the period ended September 30, 2022 filed by PBF LLC and PBF Energy.

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, 2022, 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, 2022, we had no outstanding variable interest debt. A 1.0% change in the interest rate associated with borrowings under this facility would result in a $3.7 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, particularly in times of elevated volatility in the financial markets. In response to adverse market conditions, we can 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, or maintaining our quarterly distribution at, our minimum quarterly distribution of $0.30 per unit. Such measures can serve to build our cash flow coverage, de-lever our business and increase our financial resources, while allowing us to continue to identify potential organic growth projects or strategic acquisitions. In addition, our parent sponsor and largest customer, PBF Energy, can take steps to preserve its liquidity and solidify its operations under adverse market conditions by reducing the amount of crude oil processed at its refineries and temporarily idling various units at certain refineries. When adverse market conditions arise, we are unable to predict the ultimate outcome of the economic impact of such conditions and can provide no assurance that measures taken to mitigate potential adverse impacts will be effective.

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 Exchange Act) as of September 30, 2022. 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, 2022.

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, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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, 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.

Item 1A. Risk Factors

There have been no significant changes from the risk factors previously disclosed in “Item 1A. Risk Factors” of our 2021 Form 10-K, except as follows:

The Merger Transaction is subject to conditions, including some conditions that may not be satisfied on a timely basis, if at all. Failure to complete the Merger Transaction, or significant delays in completing the Merger Transaction, could negatively affect our business and financial results and the trading prices of our common units.

The completion of the Merger Transaction is not assured and is subject to certain risks, including the risk that certain conditions of the Merger Agreement, some of which are beyond our and PBF Energy’s control, are not satisfied or waived, which may prevent, delay or otherwise result in the Merger Transaction not occurring. The Merger Agreement contains conditions that, if not satisfied or waived, would result in the Merger Transaction not occurring, even though our common unitholders may have voted in favor of the Merger Transaction-related proposals presented to them. Failure to complete, or significant delays in completing, the Merger Transaction with PBF Energy could negatively affect the price of our common units and may have a material adverse impact on our subsequent financial condition, results of operations and cash flows.

Because the exchange ratio under the Merger Agreement is fixed (except in the case of the 19.9% Cap Adjustment Mechanism, as defined in the Merger Agreement) and because the market price of PBF Energy Class A common stock will fluctuate prior to the completion of the Merger Transaction, our public unitholders cannot be sure of the market value of the PBF Energy Class A common stock they will receive as merger consideration relative to the value of our common units they exchange.

The market value of the consideration that our public unitholders will receive in the Merger Transaction will depend on the trading price of PBF Energy Class A common stock at the closing of the Merger Transaction. The exchange ratio that determines the number of shares of PBF Energy Class A common stock that our public unitholders will receive in the Merger Transaction is fixed at 0.270 shares of PBF Energy Class A common stock for each Partnership common unit (except in the case of the 19.9% Cap Adjustment Mechanism). This means that there is no mechanism contained in the Merger Agreement (other than the 19.9% Cap Adjustment Mechanism) that would adjust the number of shares of PBF Energy Class A common stock that our public unitholders will receive based on any decreases or increases in the trading price of PBF Energy Class A common stock. Stock or unit price changes may result from a variety of factors (many of which are beyond PBF Energy’s and our control), including:

•changes in PBF Energy’s or our business, operations and prospects;

•changes in market assessments of PBF Energy’s or our business, operations and prospects;

•changes in market assessments of the likelihood that the Merger Transaction will be completed;

•interest rates, commodity prices, general market, industry and economic conditions and other factors generally affecting the price of PBF Energy’s common stock or our common units; and

•federal, state and local legislation, governmental regulation and legal developments in the businesses in which PBF Energy and we operate.

If the price of PBF Energy Class A common stock on the closing date of the Merger Transaction is less than the price of PBF Energy Class A common stock on the date the Merger Agreement was executed, then the market value of the merger consideration will be less than contemplated at the time the Merger Agreement was executed.

We will be subject to business uncertainties while the Merger Transaction is pending, which could adversely affect our business.

Uncertainty about the effect of the Merger Transaction on employees of PBF Energy’s subsidiaries and the companies that do business with PBF Energy and us may have an adverse effect on our business. These uncertainties may impair our ability to attract, retain and motivate key personnel and suppliers until the Merger Transaction is completed and for a period of time thereafter, and could cause those that transact with us to seek to change their existing business relationships with us.

If the Merger Transaction is approved by our common unitholders, the date that our public unitholders will receive the merger consideration is dependent on the completion date of the Merger Transaction, which is uncertain.

Completing the proposed Merger Transaction is subject to several conditions, not all of which are controllable by PBF Energy or us. Accordingly, if the proposed Merger Transaction is approved by our common unitholders, the date that our public unitholders will receive the merger consideration depends on the completion date of the Merger Transaction, which is uncertain and subject to several other closing conditions.

Because the exchange ratio is fixed (except in the case of the 19.9% Cap Adjustment Mechanism) and because the market price of PBF Energy Class A common stock will fluctuate prior to the completion of the Merger Transaction, the common unitholders cannot be sure of the market value of the PBF Energy Class A common stock they will receive as merger consideration relative to the value of common units they exchange.

We may incur substantial transaction-related costs in connection with the Merger Transaction.

We and PBF Energy expect to incur substantial nonrecurring expenses in connection with completing the Merger Transaction, including fees paid to legal, financial and accounting advisors, filing fees, proxy solicitation costs and printing costs. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time.

We may in the future be a target of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the closing of the Merger Transaction.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements in an effort to enjoin the relevant merger or seek monetary relief. We may in the future be a defendant in one or more lawsuits relating to the Merger Agreement and the Merger Transaction. We cannot predict the outcome of these lawsuits, or others, nor can we predict the amount of time and expense that will be required to resolve such litigation. An unfavorable resolution of any such litigation surrounding the Merger Transaction could delay or prevent its consummation. In addition, the costs of defending the litigation, even if resolved in our favor, could be substantial, and such litigation could divert management time and resources from pursuing the consummation of the Merger Transaction and other potentially beneficial business opportunities.

Certain executive officers and directors of PBFX have interests in the Merger Transaction that are different from, or in addition to, the interests they may have as a common unitholder, which could have an influence on their decision to support or approve the Merger Transaction.

Certain executive officers and directors of PBFX own equity interests in PBF Energy, receive fees and other compensation from PBF Energy, and have rights to ongoing indemnification and insurance coverage by PBF Energy (as executives of PBF Energy) and PBFX and will have rights to indemnification and insurance coverage by the surviving company, including pursuant to a “tail policy” to be purchased with respect to PBFX’s existing directors’ and officers’ liability insurance policy, that give them interests in the Merger Transaction that may be different from, or be in addition to, interests of the public unitholders.

The PBFX partnership agreement limits the duties of PBF GP to our common unitholders and restricts the remedies available to our common unitholders for actions taken by PBF GP that might otherwise constitute breaches of its duties.

As permitted under the our partnership agreement, due to the potential conflicts of interest between PBF Energy and PBF GP, on the one hand, and us and certain of our common unitholders, on the other hand, the Board of Directors of our general partner submitted the Merger Transaction and related matters to the Conflicts Committee of the Board of Directors of our general partner (the “conflicts committee”) for, among other things, review, evaluation, negotiation and possible approval of a majority of its members, which is referred to as “Special Approval” in our partnership agreement. The duties of PBF GP, the Board of Directors of our general partner and the conflicts committee to our common unitholders in connection with the Merger Transaction are substantially limited by our partnership agreement, pursuant to which:

•any resolutions or course of action by the general partner or its affiliates in respect of a conflict of interest is permitted and deemed approved by all partners of PBFX and will not constitute a breach of our partnership agreement or of any duty stated or implied by law or in equity, if the resolution or course of action is approved by Special Approval; and

•the general partner may consult with legal counsel and investment bankers selected by it, and any action taken or omitted to be taken in reliance upon the advice or opinion of such persons as to matters that the general partner reasonably believes to be within such person’s professional or expert competence will be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

The Merger Transaction with PBF Energy should be a taxable transaction and the resulting tax liability of our common unitholders, if any, will depend on each such common unitholder’s particular situation.

The receipt of cash and PBF Energy Class A common stock as merger consideration in exchange for our publicly traded common units in the Merger Transaction should be treated as a taxable sale by such common unitholders for U.S. federal income tax purposes. The amount of ordinary income and capital gain or loss recognized by each common unitholder in the Merger Transaction will vary depending on each common unitholder’s particular situation, including:

•the amount of cash and PBF Energy Class A common stock received by the common unitholder as consideration in the Merger Transaction;

•the adjusted tax basis of the common units exchanged by the common unitholder in the Merger Transaction;

•the amount of depreciation and amortization deductions previously allocated to the common unitholder; and

•the amount of any suspended passive losses that may be available to the common unitholder in respect of its common units to offset a portion of any gain recognized by the common unitholder.

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
2.1+						Agreement and Plan of Merger, dated July 27, 2022, by and among PBF Energy Inc., PBF Energy Company LLC, PBFX Holdings Inc., Riverlands Merger Sub LLC, PBF Logistics LP and PBF Logistics GP LLC (incorporated by reference herein to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-36446) filed on July 28, 2022).
10.1						Voting and Support Agreement, dated July 27, 2022, by and among PBF Energy Inc., PBF Energy Company LLC and PBF Logistics LP (incorporated by reference herein to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36446) filed on July 28, 2022).
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, 2022, 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.
+			Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request.

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 27, 2022

By:

/s/ Erik Young

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