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Share Name | Share Symbol | Market | Type |
---|---|---|---|
PBF Logistics LP | NYSE:PBFX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 19.90 | 0 | 01:00:00 |
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
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)
|
|
Large accelerated filer
o
|
|
Accelerated filer
þ
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
Emerging growth company
þ
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|
|
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|
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|
|
|
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|
|
|
|
|
|
•
|
our limited operating history as a separate public partnership;
|
•
|
changes in general economic conditions;
|
•
|
our ability to make, complete and integrate acquisitions from affiliates or third parties, and to realize the benefits from such acquisitions;
|
•
|
our ability to have sufficient cash from operations to enable us to pay the minimum quarterly distribution;
|
•
|
competitive conditions in our industry;
|
•
|
actions taken by our customers and competitors;
|
•
|
the supply of, and demand for, crude oil, refined products, natural gas and logistics services;
|
•
|
our ability to successfully implement our business plan;
|
•
|
our dependence on PBF Energy for a substantial majority of our revenues subjects us to the business risks of PBF Energy, which includes the possibility that contracts will not be renewed because they are no longer beneficial for PBF Energy;
|
•
|
a substantial majority of our revenue is generated at PBF Energy’s facilities, particularly at PBF Energy’s Delaware City, Toledo and Torrance refineries, and any adverse development at any of these facilities could have a material adverse effect on us;
|
•
|
our ability to complete internal growth projects on time and on budget;
|
•
|
the price and availability of debt and equity financing;
|
•
|
operating hazards and other risks incidental to handling crude oil, petroleum products and natural gas;
|
•
|
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
|
•
|
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 trains;
|
•
|
changes in insurance markets impacting costs and the level and types of coverage available;
|
•
|
the timing and extent of changes in commodity prices and demand for PBF Energy’s refined products and natural gas and the differential in the prices of different crude oils;
|
•
|
the suspension, reduction or termination of PBF Energy’s obligations under our commercial agreements;
|
•
|
disruptions due to equipment interruption or failure at our facilities, PBF Energy’s facilities or third-party facilities on which our business is dependent;
|
•
|
incremental costs as a separate public partnership;
|
•
|
our general partner and its affiliates, including PBF Energy, have conflicts of interest with us and limited duties to us and our unitholders, and they may favor their own interests to the detriment of us and our other common unitholders;
|
•
|
our partnership agreement restricts the remedies available to holders of our common units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty;
|
•
|
holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors;
|
•
|
our tax treatment depends on our status as a partnership for U.S. federal income tax purposes, as well as our 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.
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
16,446
|
|
|
$
|
19,908
|
|
Accounts receivable - affiliates
|
|
43,931
|
|
|
37,052
|
|
||
Accounts receivable
|
|
5,157
|
|
|
7,511
|
|
||
Prepaids and other current assets
|
|
4,610
|
|
|
4,598
|
|
||
Total current assets
|
|
70,144
|
|
|
69,069
|
|
||
Property, plant and equipment, net
|
|
861,617
|
|
|
862,117
|
|
||
Goodwill
|
|
6,332
|
|
|
6,332
|
|
||
Other non-current assets
|
|
19,154
|
|
|
18,835
|
|
||
Total assets
|
|
$
|
957,247
|
|
|
$
|
956,353
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable - affiliates
|
|
$
|
4,714
|
|
|
$
|
12,047
|
|
Accounts payable and accrued liabilities
|
|
65,622
|
|
|
50,972
|
|
||
Deferred revenue
|
|
2,895
|
|
|
2,960
|
|
||
Total current liabilities
|
|
73,231
|
|
|
65,979
|
|
||
Long-term debt
|
|
677,773
|
|
|
673,324
|
|
||
Other long-term liabilities
|
|
24,567
|
|
|
23,860
|
|
||
Total liabilities
|
|
775,571
|
|
|
763,163
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 9)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Common unitholders (55,348,821 and 45,348,663 units issued and outstanding, as of March 31, 2019 and December 31, 2018, respectively)
|
|
13,985
|
|
|
23,718
|
|
||
Total PBF Logistics LP equity
|
|
13,985
|
|
|
23,718
|
|
||
Noncontrolling interest
|
|
167,691
|
|
|
169,472
|
|
||
Total equity
|
|
181,676
|
|
|
193,190
|
|
||
Total liabilities and equity
|
|
$
|
957,247
|
|
|
$
|
956,353
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Revenue:
|
|
|
|
|
||||
Affiliate
|
|
$
|
71,332
|
|
|
$
|
60,864
|
|
Third-party
|
|
7,513
|
|
|
3,876
|
|
||
Total revenue
|
|
78,845
|
|
|
64,740
|
|
||
|
|
|
|
|
||||
Costs and expenses:
|
|
|
|
|
||||
Operating and maintenance expenses
|
|
29,916
|
|
|
19,880
|
|
||
General and administrative expenses
|
|
6,010
|
|
|
4,291
|
|
||
Depreciation and amortization
|
|
8,721
|
|
|
6,643
|
|
||
Total costs and expenses
|
|
44,647
|
|
|
30,814
|
|
||
|
|
|
|
|
||||
Income from operations
|
|
34,198
|
|
|
33,926
|
|
||
|
|
|
|
|
||||
Other expense:
|
|
|
|
|
||||
Interest expense, net
|
|
(10,913
|
)
|
|
(9,585
|
)
|
||
Amortization of loan fees and debt premium
|
|
(449
|
)
|
|
(363
|
)
|
||
Accretion on discounted liabilities
|
|
(760
|
)
|
|
—
|
|
||
Net income
|
|
22,076
|
|
|
23,978
|
|
||
Less: Net loss attributable to Predecessor
|
|
—
|
|
|
(1,279
|
)
|
||
Less: Net income attributable to noncontrolling interest
|
|
4,719
|
|
|
4,022
|
|
||
Net income attributable to the partners
|
|
17,357
|
|
|
21,235
|
|
||
Less: Net income attributable to the IDR holder
|
|
—
|
|
|
2,959
|
|
||
Net income attributable to PBF Logistics LP unitholders
|
|
$
|
17,357
|
|
|
$
|
18,276
|
|
|
|
|
|
|
||||
Net income per limited partner unit:
|
|
|
|
|
||||
Common units - basic
|
|
$
|
0.35
|
|
|
$
|
0.43
|
|
Common units - diluted
|
|
0.35
|
|
|
0.43
|
|
||
|
|
|
|
|
||||
Weighted-average limited partner units outstanding:
|
|
|
|
|
||||
Common units - basic
|
|
49,151,927
|
|
|
42,129,377
|
|
||
Common units - diluted
|
|
49,318,133
|
|
|
42,236,092
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
22,076
|
|
|
$
|
23,978
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
8,721
|
|
|
6,643
|
|
||
Amortization of loan fees and debt premium
|
|
449
|
|
|
363
|
|
||
Accretion on discounted liabilities
|
|
760
|
|
|
—
|
|
||
Unit-based compensation expense
|
|
964
|
|
|
834
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable - affiliates
|
|
(6,879
|
)
|
|
8,336
|
|
||
Accounts receivable
|
|
2,354
|
|
|
115
|
|
||
Prepaids and other current assets
|
|
(12
|
)
|
|
(598
|
)
|
||
Accounts payable - affiliates
|
|
(3,385
|
)
|
|
(2,984
|
)
|
||
Accounts payable and accrued liabilities
|
|
13,302
|
|
|
6,908
|
|
||
Deferred revenue
|
|
(65
|
)
|
|
(595
|
)
|
||
Other assets and liabilities
|
|
(76
|
)
|
|
(75
|
)
|
||
Net cash provided by operating activities
|
|
38,209
|
|
|
42,925
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
||||
Expenditures for property, plant and equipment
|
|
(11,220
|
)
|
|
(3,953
|
)
|
||
Net cash used in investing activities
|
|
(11,220
|
)
|
|
(3,953
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
||||
Distributions to unitholders
|
|
(27,951
|
)
|
|
(23,058
|
)
|
||
Distributions to TVPC members
|
|
(6,500
|
)
|
|
(5,000
|
)
|
||
Contribution from parent
|
|
—
|
|
|
1,131
|
|
||
Proceeds from revolving credit facility
|
|
16,000
|
|
|
—
|
|
||
Repayment of revolving credit facility
|
|
(12,000
|
)
|
|
(9,700
|
)
|
||
Net cash used in financing activities
|
|
(30,451
|
)
|
|
(36,627
|
)
|
||
|
|
|
|
|
||||
Net change in cash and cash equivalents
|
|
(3,462
|
)
|
|
2,345
|
|
||
Cash and cash equivalents at beginning of year
|
|
19,908
|
|
|
19,664
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
16,446
|
|
|
$
|
22,009
|
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
||||
Accrued capital expenditures
|
|
$
|
1,247
|
|
|
$
|
414
|
|
Contribution of net assets from PBF LLC
|
|
259
|
|
|
—
|
|
||
Units issued in connection with the IDR Restructuring
|
|
215,300
|
|
|
—
|
|
||
Assets acquired under operating leases
|
|
482
|
|
|
—
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Transportation and Terminaling Segment
|
|
|
|
|
||||
Terminaling
|
|
$
|
32,353
|
|
|
$
|
27,051
|
|
Pipeline
|
|
18,627
|
|
|
18,489
|
|
||
Other
|
|
14,979
|
|
|
12,131
|
|
||
Total
|
|
65,959
|
|
|
57,671
|
|
||
Storage Segment
|
|
|
|
|
||||
Storage
|
|
12,886
|
|
|
7,069
|
|
||
Total
|
|
12,886
|
|
|
7,069
|
|
||
Total Revenue
|
|
$
|
78,845
|
|
|
$
|
64,740
|
|
Remainder of 2019
|
$
|
85,525
|
|
2020
|
111,550
|
|
|
2021
|
111,293
|
|
|
2022
|
90,038
|
|
|
2023
|
87,549
|
|
|
Thereafter
|
173,287
|
|
|
Total MVC payments to be received
(1)(2)
|
$
|
659,242
|
|
Remainder of 2019
|
$
|
120,583
|
|
2020
|
160,528
|
|
|
2021
|
159,415
|
|
|
2022
|
149,212
|
|
|
2023
|
147,851
|
|
|
Thereafter
|
361,562
|
|
|
Total undiscounted future cash to be received
|
$
|
1,099,151
|
|
|
March 31,
2019 |
||
Land
|
$
|
98,337
|
|
Pipelines
|
314,784
|
|
|
Terminals and equipment
|
49,309
|
|
|
Storage facilities
|
197,974
|
|
|
Construction in progress
|
4,487
|
|
|
|
664,891
|
|
|
Accumulated depreciation
|
(57,044
|
)
|
|
Net assets under lease
|
$
|
607,847
|
|
|
Purchase Price
|
||
Gross purchase price
|
$
|
58,000
|
|
Working capital
|
356
|
|
|
Total consideration
|
$
|
58,356
|
|
|
Fair Value Allocation
|
||
Prepaids and other current assets
|
$
|
356
|
|
Property, plant and equipment
|
45,768
|
|
|
Intangibles*
|
5,900
|
|
|
Goodwill
|
6,332
|
|
|
Fair value of net assets acquired
|
$
|
58,356
|
|
|
Three Months Ended March 31, 2018
|
||
(Unaudited)
|
|||
Pro forma revenues
|
$
|
67,724
|
|
Pro forma net income attributable to PBF Logistics LP unitholders:
|
18,490
|
|
|
Purchase Price
|
||
Gross purchase price*
|
$
|
105,900
|
|
Estimated working capital adjustments
|
(11
|
)
|
|
Contingent Consideration **
|
21,100
|
|
|
Total consideration
|
$
|
126,989
|
|
|
Fair Value Allocation
|
||
Accounts receivable
|
$
|
436
|
|
Prepaids and other current assets
|
1,770
|
|
|
Property, plant and equipment
|
114,406
|
|
|
Intangibles*
|
13,300
|
|
|
Accounts payable and accrued liabilities
|
(2,173
|
)
|
|
Other long-term liabilities
|
(750
|
)
|
|
Estimated fair value of net assets acquired
|
$
|
126,989
|
|
|
Three Months Ended March 31, 2018
|
||
(Unaudited)
|
|||
Pro forma revenues
|
$
|
70,548
|
|
Pro forma net income attributable to PBF Logistics LP unitholders:
|
16,200
|
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Land
|
|
$
|
115,957
|
|
|
$
|
115,957
|
|
Pipelines
|
|
337,536
|
|
|
337,474
|
|
||
Terminals and equipment
|
|
277,877
|
|
|
259,441
|
|
||
Storage facilities
|
|
215,816
|
|
|
213,937
|
|
||
Construction in progress
|
|
7,937
|
|
|
20,439
|
|
||
|
|
955,123
|
|
|
947,248
|
|
||
Accumulated depreciation
|
|
(93,506
|
)
|
|
(85,131
|
)
|
||
Property, plant and equipment, net
|
|
$
|
861,617
|
|
|
$
|
862,117
|
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Customer contracts
|
|
$
|
13,300
|
|
|
$
|
13,300
|
|
Customer relationships
|
|
5,900
|
|
|
5,900
|
|
||
|
|
19,200
|
|
|
19,200
|
|
||
Accumulated amortization
|
|
(520
|
)
|
|
(395
|
)
|
||
Total intangibles*
|
|
$
|
18,680
|
|
|
$
|
18,805
|
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
2023 Notes
|
|
$
|
525,000
|
|
|
$
|
525,000
|
|
Revolving credit facility (a)(b)
|
|
160,000
|
|
|
156,000
|
|
||
Total debt outstanding
|
|
685,000
|
|
|
681,000
|
|
||
Unamortized debt issuance costs
|
|
(9,903
|
)
|
|
(10,496
|
)
|
||
Unamortized 2023 Notes premium
|
|
2,676
|
|
|
2,820
|
|
||
Net carrying value of debt
|
|
$
|
677,773
|
|
|
$
|
673,324
|
|
(a)
|
PBFX had
$4,110
outstanding letters of credit and
$335,890
available under its
$500,000
amended and restated revolving credit facility with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders (as amended, the “Revolving Credit Facility”) as of
March 31, 2019
.
|
(b)
|
During the
three months ended
March 31, 2019
, PBFX made repayments of
$12,000
and borrowed
$16,000
under the Revolving Credit Facility to fund capital expenditures and working capital requirements.
|
|
|
Three Months Ended March 31,
|
||||
|
|
2019
|
|
2018
|
||
Balance at beginning of period
|
|
45,348,663
|
|
|
41,900,708
|
|
Vesting of phantom units, net of forfeitures
|
|
158
|
|
|
—
|
|
New units issued
|
|
10,000,000
|
|
|
—
|
|
Balance at end of period
|
|
55,348,821
|
|
|
41,900,708
|
|
|
|
Common Units
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||
Balance at December 31, 2018
|
|
$
|
23,718
|
|
|
$
|
169,472
|
|
|
$
|
193,190
|
|
Quarterly distributions to unitholders
($0.5050 per unit) |
|
(28,313
|
)
|
|
—
|
|
|
(28,313
|
)
|
|||
Distributions to TVPC members
|
|
—
|
|
|
(6,500
|
)
|
|
(6,500
|
)
|
|||
Net income attributable to the partners
|
|
17,357
|
|
|
4,719
|
|
|
22,076
|
|
|||
Unit-based compensation expense
|
|
964
|
|
|
—
|
|
|
964
|
|
|||
Other
|
|
259
|
|
|
—
|
|
|
259
|
|
|||
Balance at March 31, 2019
|
|
$
|
13,985
|
|
|
$
|
167,691
|
|
|
$
|
181,676
|
|
|
|
Net Investment
|
|
Common Units
|
|
IDR Holder
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||
Balance at December 31, 2017
|
|
$
|
10,665
|
|
|
$
|
(17,544
|
)
|
|
$
|
2,736
|
|
|
$
|
171,903
|
|
|
$
|
167,760
|
|
Net loss attributable to the Development Assets
|
|
(1,279
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,279
|
)
|
|||||
Contributions to the Development Assets
|
|
1,131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,131
|
|
|||||
Quarterly distributions to unitholders (including IDRs)
($0.4850 per unit)
|
|
—
|
|
|
(20,618
|
)
|
|
(2,736
|
)
|
|
—
|
|
|
(23,354
|
)
|
|||||
Distributions to TVPC members
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|
(5,000
|
)
|
|||||
Net income attributable to the partners
|
|
—
|
|
|
18,276
|
|
|
2,959
|
|
|
4,022
|
|
|
25,257
|
|
|||||
Unit-based compensation expense
|
|
—
|
|
|
834
|
|
|
—
|
|
|
—
|
|
|
834
|
|
|||||
Other
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
Balance at March 31, 2018
|
|
$
|
10,517
|
|
|
$
|
(19,063
|
)
|
|
$
|
2,959
|
|
|
$
|
170,925
|
|
|
$
|
165,338
|
|
Related Earnings Period:
|
Q4 2018
|
|
|
Distribution date
|
March 14, 2019
|
|
|
Record date
|
March 1, 2019
|
|
|
Per unit
|
$
|
0.5050
|
|
To public common unitholders
|
$
|
12,825
|
|
To PBF LLC
|
15,126
|
|
|
Total distribution
|
$
|
27,951
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
IDR - PBF LLC
(1)
|
|
$
|
—
|
|
|
$
|
2,959
|
|
Limited partners’ distributions:
|
|
|
|
|
||||
Common
|
|
31,952
|
|
|
20,847
|
|
||
Total distributions
|
|
31,952
|
|
|
23,806
|
|
||
Total cash distributions
(2)
|
|
$
|
31,716
|
|
|
$
|
23,582
|
|
|
|
Three Months Ended March 31, 2019
|
||
|
|
Limited Partner Common Units
|
||
Net income attributable to the partners:
|
|
|
||
Distributions declared
|
|
$
|
31,952
|
|
Earnings less distributions
|
|
(14,595
|
)
|
|
Net income attributable to the partners
|
|
$
|
17,357
|
|
|
|
|
||
Weighted-average units outstanding - basic
|
|
49,151,927
|
|
|
Weighted-average units outstanding - diluted
|
|
49,318,133
|
|
|
|
|
|
||
Net income per limited partner unit - basic
|
|
$
|
0.35
|
|
Net income per limited partner unit - diluted
|
|
$
|
0.35
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
|
Limited Partner Common Units
|
|
IDRs - PBF LLC
|
|
Total
|
||||||
Net income attributable to the partners:
|
|
|
|
|
|
|
||||||
Distributions declared
|
|
$
|
20,847
|
|
|
$
|
2,959
|
|
|
$
|
23,806
|
|
Earnings less distributions
|
|
(2,571
|
)
|
|
—
|
|
|
(2,571
|
)
|
|||
Net income attributable to the partners
|
|
$
|
18,276
|
|
|
$
|
2,959
|
|
|
$
|
21,235
|
|
|
|
|
|
|
|
|
||||||
Weighted-average units outstanding - basic
|
|
42,129,377
|
|
|
|
|
|
|||||
Weighted-average units outstanding - diluted
|
|
42,236,092
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
||||||
Net income per limited partner unit - basic
|
|
$
|
0.43
|
|
|
|
|
|
||||
Net income per limited partner unit - diluted
|
|
$
|
0.43
|
|
|
|
|
|
Agreements
|
Initiation Date
|
Initial Term
|
Renewals (a)
|
MVC
|
Force Majeure
|
Transportation and Terminaling
|
|
|
|
|
|
Amended and Restated Rail Agreements (b)
|
5/8/2014
|
7 years, 8 months
|
N/A
|
125,000 bpd
|
PBFX or PBF Holding can declare
|
Delaware Pipeline Services Agreement- Magellan Connection
|
11/1/2016
|
2 years, 5 months
|
See note (c)
|
N/A
|
|
Delaware City Terminaling Services Agreement (d)
|
1/1/2022
|
4 years
|
2 x 5
|
95,000 bpd
|
|
Storage
|
|
|
|
|
|
East Coast Storage Assets Terminal Storage Agreement
|
1/1/2019
|
8 years
|
Evergreen
|
2,953,725 barrels (e)
|
PBFX or PBF Holding can declare
|
(a)
|
PBF Holding has the option to extend the agreements for up to
two
additional
five
-year terms, as applicable.
|
(b)
|
In 2019, the Partnership amended (effective as of January 1, 2019) the existing Amended and Restated Rail Agreements between Delaware City Terminaling Company LLC (“DCTC”) and PBF Holding for the inclusion of services through certain rail infrastructure at the East Coast Storage Assets.
|
(c)
|
In connection with the inclusion of an additional destination at the Magellan connection under the Delaware Pipeline Services Agreement, Delaware Pipeline Company LLC (“DPC”) and PBF Holding (the “Delaware Pipeline Services Agreement”) agreed to a two-year, five-month MVC (the “Magellan MVC”) under the Delaware Pipeline Services Agreement. The Magellan MVC expired on March 31, 2019.
|
(d)
|
The Delaware City Terminaling Services Agreement between DCTC and PBF Holding will commence in 2022 subsequent to the expiration of the Amended and Restated Rail Agreements and includes additional services to be provided by PBFX as operator of other rail facilities owned by PBF Holding’s subsidiaries.
|
(e)
|
Reflects the overall shell capacity as stipulated by the storage agreement. The storage MVC is subject to the effective operating capacity of each tank, which can be impacted by routine tank maintenance and other factors.
|
|
|
Three Months Ended
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenue
|
|
$
|
71,332
|
|
|
$
|
60,864
|
|
Operating and maintenance expenses
|
|
2,105
|
|
|
1,674
|
|
||
General and administrative expenses
|
|
1,762
|
|
|
1,700
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
|
Transportation and Terminaling
|
|
Storage
|
|
Corporate
|
|
Consolidated Total
|
||||||||
Total revenue
|
|
$
|
65,959
|
|
|
$
|
12,886
|
|
|
$
|
—
|
|
|
$
|
78,845
|
|
Depreciation and amortization expense
|
|
6,901
|
|
|
1,820
|
|
|
—
|
|
|
8,721
|
|
||||
Income (loss) from operations
|
|
36,551
|
|
|
3,657
|
|
|
(6,010
|
)
|
|
34,198
|
|
||||
Interest expense, net, amortization of loan fees and debt premium and accretion on discounted liabilities
|
|
—
|
|
|
—
|
|
|
12,122
|
|
|
12,122
|
|
||||
Capital expenditures
|
|
10,544
|
|
|
676
|
|
|
—
|
|
|
11,220
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
|
Transportation and Terminaling
|
|
Storage
|
|
Corporate
|
|
Consolidated Total
|
||||||||
Total revenue
|
|
$
|
57,671
|
|
|
$
|
7,069
|
|
|
$
|
—
|
|
|
$
|
64,740
|
|
Depreciation and amortization expense
|
|
5,718
|
|
|
925
|
|
|
—
|
|
|
6,643
|
|
||||
Income (loss) from operations
|
|
34,226
|
|
|
3,991
|
|
|
(4,291
|
)
|
|
33,926
|
|
||||
Interest expense, net and amortization of loan fees and debt premium
|
|
—
|
|
|
—
|
|
|
9,948
|
|
|
9,948
|
|
||||
Capital expenditures
|
|
3,867
|
|
|
86
|
|
|
—
|
|
|
3,953
|
|
|
|
Balance at March 31, 2019
|
||||||||||||||
|
|
Transportation and Terminaling
|
|
Storage
|
|
Corporate
|
|
Consolidated Total
|
||||||||
Total assets
|
|
$
|
733,191
|
|
|
$
|
221,319
|
|
|
$
|
2,737
|
|
|
$
|
957,247
|
|
|
|
Balance at December 31, 2018
|
||||||||||||||
|
|
Transportation and Terminaling
|
|
Storage
|
|
Corporate
|
|
Consolidated Total
|
||||||||
Total assets
|
|
$
|
731,505
|
|
|
$
|
219,326
|
|
|
$
|
5,522
|
|
|
$
|
956,353
|
|
|
March 31, 2019
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,457
|
|
|
$
|
14,989
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,446
|
|
Accounts receivable - affiliates
|
119
|
|
|
43,812
|
|
|
—
|
|
|
—
|
|
|
43,931
|
|
|||||
Accounts receivable
|
365
|
|
|
4,792
|
|
|
—
|
|
|
—
|
|
|
5,157
|
|
|||||
Prepaids and other current assets
|
796
|
|
|
3,814
|
|
|
—
|
|
|
—
|
|
|
4,610
|
|
|||||
Due from related parties
|
172,765
|
|
|
601,135
|
|
|
—
|
|
|
(773,900
|
)
|
|
—
|
|
|||||
Total current assets
|
175,502
|
|
|
668,542
|
|
|
—
|
|
|
(773,900
|
)
|
|
70,144
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
861,617
|
|
|
—
|
|
|
—
|
|
|
861,617
|
|
|||||
Goodwill
|
—
|
|
|
6,332
|
|
|
—
|
|
|
—
|
|
|
6,332
|
|
|||||
Other non-current assets
|
—
|
|
|
19,154
|
|
|
—
|
|
|
—
|
|
|
19,154
|
|
|||||
Investment in subsidiaries
|
1,169,668
|
|
|
—
|
|
|
—
|
|
|
(1,169,668
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
1,345,170
|
|
|
$
|
1,555,645
|
|
|
$
|
—
|
|
|
$
|
(1,943,568
|
)
|
|
$
|
957,247
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable - affiliates
|
$
|
755
|
|
|
$
|
3,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,714
|
|
Accounts payable and accrued liabilities
|
51,522
|
|
|
14,100
|
|
|
—
|
|
|
—
|
|
|
65,622
|
|
|||||
Deferred revenue
|
—
|
|
|
2,895
|
|
|
—
|
|
|
—
|
|
|
2,895
|
|
|||||
Due to related parties
|
601,135
|
|
|
172,765
|
|
|
—
|
|
|
(773,900
|
)
|
|
—
|
|
|||||
Total current liabilities
|
653,412
|
|
|
193,719
|
|
|
—
|
|
|
(773,900
|
)
|
|
73,231
|
|
|||||
Long-term debt
|
677,773
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
677,773
|
|
|||||
Other long-term liabilities
|
—
|
|
|
24,567
|
|
|
—
|
|
|
—
|
|
|
24,567
|
|
|||||
Total liabilities
|
1,331,185
|
|
|
218,286
|
|
|
—
|
|
|
(773,900
|
)
|
|
775,571
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net investment
|
—
|
|
|
1,169,668
|
|
|
—
|
|
|
(1,169,668
|
)
|
|
—
|
|
|||||
Common unitholders
|
13,985
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,985
|
|
|||||
Total PBF Logistics LP equity
|
13,985
|
|
|
1,169,668
|
|
|
—
|
|
|
(1,169,668
|
)
|
|
13,985
|
|
|||||
Noncontrolling interest
|
—
|
|
|
167,691
|
|
|
—
|
|
|
—
|
|
|
167,691
|
|
|||||
Total equity
|
13,985
|
|
|
1,337,359
|
|
|
—
|
|
|
(1,169,668
|
)
|
|
181,676
|
|
|||||
Total liabilities and equity
|
$
|
1,345,170
|
|
|
$
|
1,555,645
|
|
|
$
|
—
|
|
|
$
|
(1,943,568
|
)
|
|
$
|
957,247
|
|
|
December 31, 2018
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
4,010
|
|
|
$
|
15,898
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,908
|
|
Accounts receivable - affiliates
|
9
|
|
|
37,043
|
|
|
—
|
|
|
—
|
|
|
37,052
|
|
|||||
Accounts receivable
|
365
|
|
|
7,146
|
|
|
—
|
|
|
—
|
|
|
7,511
|
|
|||||
Prepaids and other current assets
|
1,137
|
|
|
3,461
|
|
|
—
|
|
|
—
|
|
|
4,598
|
|
|||||
Due from related parties
|
161,613
|
|
|
561,605
|
|
|
—
|
|
|
(723,218
|
)
|
|
—
|
|
|||||
Total current assets
|
167,134
|
|
|
625,153
|
|
|
—
|
|
|
(723,218
|
)
|
|
69,069
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
862,117
|
|
|
—
|
|
|
—
|
|
|
862,117
|
|
|||||
Goodwill
|
—
|
|
|
6,332
|
|
|
—
|
|
|
—
|
|
|
6,332
|
|
|||||
Other non-current assets
|
—
|
|
|
18,835
|
|
|
—
|
|
|
—
|
|
|
18,835
|
|
|||||
Investment in subsidiaries
|
1,133,775
|
|
|
—
|
|
|
—
|
|
|
(1,133,775
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
1,300,909
|
|
|
$
|
1,512,437
|
|
|
$
|
—
|
|
|
$
|
(1,856,993
|
)
|
|
$
|
956,353
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable - affiliates
|
$
|
1,239
|
|
|
$
|
10,808
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,047
|
|
Accounts payable and accrued liabilities
|
41,023
|
|
|
9,949
|
|
|
—
|
|
|
—
|
|
|
50,972
|
|
|||||
Deferred revenue
|
—
|
|
|
2,960
|
|
|
—
|
|
|
—
|
|
|
2,960
|
|
|||||
Due to related parties
|
561,605
|
|
|
161,613
|
|
|
—
|
|
|
(723,218
|
)
|
|
—
|
|
|||||
Total current liabilities
|
603,867
|
|
|
185,330
|
|
|
—
|
|
|
(723,218
|
)
|
|
65,979
|
|
|||||
Long-term debt
|
673,324
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
673,324
|
|
|||||
Other long-term liabilities
|
—
|
|
|
23,860
|
|
|
—
|
|
|
—
|
|
|
23,860
|
|
|||||
Total liabilities
|
1,277,191
|
|
|
209,190
|
|
|
—
|
|
|
(723,218
|
)
|
|
763,163
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net investment
|
—
|
|
|
1,133,775
|
|
|
—
|
|
|
(1,133,775
|
)
|
|
—
|
|
|||||
Common unitholders
|
23,718
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,718
|
|
|||||
Total
PBF Logistics LP equity
|
23,718
|
|
|
1,133,775
|
|
|
—
|
|
|
(1,133,775
|
)
|
|
23,718
|
|
|||||
Noncontrolling interest
|
—
|
|
|
169,472
|
|
|
—
|
|
|
—
|
|
|
169,472
|
|
|||||
Total equity
|
23,718
|
|
|
1,303,247
|
|
|
—
|
|
|
(1,133,775
|
)
|
|
193,190
|
|
|||||
Total liabilities and equity
|
$
|
1,300,909
|
|
|
$
|
1,512,437
|
|
|
$
|
—
|
|
|
$
|
(1,856,993
|
)
|
|
$
|
956,353
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Affiliate
|
$
|
—
|
|
|
$
|
71,332
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71,332
|
|
Third-party
|
—
|
|
|
7,513
|
|
|
—
|
|
|
—
|
|
|
7,513
|
|
|||||
Total revenue
|
—
|
|
|
78,845
|
|
|
—
|
|
|
—
|
|
|
78,845
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating and maintenance expenses
|
—
|
|
|
29,916
|
|
|
—
|
|
|
—
|
|
|
29,916
|
|
|||||
General and administrative expenses
|
6,010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,010
|
|
|||||
Depreciation and amortization
|
—
|
|
|
8,721
|
|
|
—
|
|
|
—
|
|
|
8,721
|
|
|||||
Total costs and expenses
|
6,010
|
|
|
38,637
|
|
|
—
|
|
|
—
|
|
|
44,647
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
(6,010
|
)
|
|
40,208
|
|
|
—
|
|
|
—
|
|
|
34,198
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of subsidiaries
|
39,722
|
|
|
—
|
|
|
—
|
|
|
(39,722
|
)
|
|
—
|
|
|||||
Interest expense, net
|
(10,913
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,913
|
)
|
|||||
Amortization of loan fees and debt premium
|
(449
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(449
|
)
|
|||||
Accretion on discounted liabilities
|
(274
|
)
|
|
(486
|
)
|
|
—
|
|
|
—
|
|
|
(760
|
)
|
|||||
Net income
|
22,076
|
|
|
39,722
|
|
|
—
|
|
|
(39,722
|
)
|
|
22,076
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
4,719
|
|
|
—
|
|
|
—
|
|
|
4,719
|
|
|||||
Net income attributable to PBF Logistics LP unitholders
|
$
|
22,076
|
|
|
$
|
35,003
|
|
|
$
|
—
|
|
|
$
|
(39,722
|
)
|
|
$
|
17,357
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Affiliate
|
$
|
—
|
|
|
$
|
60,864
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60,864
|
|
Third-party
|
—
|
|
|
3,876
|
|
|
—
|
|
|
—
|
|
|
3,876
|
|
|||||
Total revenue
|
—
|
|
|
64,740
|
|
|
—
|
|
|
—
|
|
|
64,740
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating and maintenance expenses
|
—
|
|
|
19,880
|
|
|
—
|
|
|
—
|
|
|
19,880
|
|
|||||
General and administrative expenses
|
4,291
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,291
|
|
|||||
Depreciation and amortization
|
—
|
|
|
6,643
|
|
|
—
|
|
|
—
|
|
|
6,643
|
|
|||||
Total costs and expenses
|
4,291
|
|
|
26,523
|
|
|
—
|
|
|
—
|
|
|
30,814
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
(4,291
|
)
|
|
38,217
|
|
|
—
|
|
|
—
|
|
|
33,926
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of subsidiaries
|
38,217
|
|
|
—
|
|
|
—
|
|
|
(38,217
|
)
|
|
—
|
|
|||||
Interest expense, net
|
(9,585
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,585
|
)
|
|||||
Amortization of loan fees and debt premium
|
(363
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(363
|
)
|
|||||
Net income
|
23,978
|
|
|
38,217
|
|
|
—
|
|
|
(38,217
|
)
|
|
23,978
|
|
|||||
Less: Net loss attributable to Predecessor
|
—
|
|
|
(1,279
|
)
|
|
—
|
|
|
—
|
|
|
(1,279
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
4,022
|
|
|
—
|
|
|
—
|
|
|
4,022
|
|
|||||
Net income attributable to the partners
|
23,978
|
|
|
35,474
|
|
|
—
|
|
|
(38,217
|
)
|
|
21,235
|
|
|||||
Less: Net income attributable to the IDR holder
|
2,959
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,959
|
|
|||||
Net income attributable to PBF Logistics LP unitholders
|
$
|
21,019
|
|
|
$
|
35,474
|
|
|
$
|
—
|
|
|
$
|
(38,217
|
)
|
|
$
|
18,276
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
22,076
|
|
|
$
|
39,722
|
|
|
$
|
—
|
|
|
$
|
(39,722
|
)
|
|
$
|
22,076
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
8,721
|
|
|
—
|
|
|
—
|
|
|
8,721
|
|
|||||
Amortization of loan fees and debt premium
|
449
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
449
|
|
|||||
Accretion on discounted liabilities
|
274
|
|
|
486
|
|
|
—
|
|
|
—
|
|
|
760
|
|
|||||
Unit-based compensation expense
|
964
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
964
|
|
|||||
Equity in earnings of subsidiaries
|
(39,722
|
)
|
|
—
|
|
|
—
|
|
|
39,722
|
|
|
—
|
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable - affiliates
|
(110
|
)
|
|
(6,769
|
)
|
|
—
|
|
|
—
|
|
|
(6,879
|
)
|
|||||
Accounts receivable
|
—
|
|
|
2,354
|
|
|
—
|
|
|
—
|
|
|
2,354
|
|
|||||
Prepaids and other current assets
|
341
|
|
|
(353
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
Accounts payable - affiliates
|
(484
|
)
|
|
(2,901
|
)
|
|
—
|
|
|
—
|
|
|
(3,385
|
)
|
|||||
Accounts payable and accrued liabilities
|
9,863
|
|
|
3,439
|
|
|
—
|
|
|
—
|
|
|
13,302
|
|
|||||
Amounts due to (from) related parties
|
28,378
|
|
|
(28,378
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred revenue
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|||||
Other assets and liabilities
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|||||
Net cash provided by operating activities
|
22,029
|
|
|
16,180
|
|
|
—
|
|
|
—
|
|
|
38,209
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
—
|
|
|
(11,220
|
)
|
|
—
|
|
|
—
|
|
|
(11,220
|
)
|
|||||
Investment in subsidiaries
|
(631
|
)
|
|
—
|
|
|
—
|
|
|
631
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
$
|
(631
|
)
|
|
$
|
(11,220
|
)
|
|
$
|
—
|
|
|
$
|
631
|
|
|
$
|
(11,220
|
)
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions to unitholders
|
$
|
(27,951
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27,951
|
)
|
Distributions to TVPC members
|
—
|
|
|
(6,500
|
)
|
|
—
|
|
|
—
|
|
|
(6,500
|
)
|
|||||
Contribution from parent
|
—
|
|
|
631
|
|
|
—
|
|
|
(631
|
)
|
|
—
|
|
|||||
Proceeds from revolving credit facility
|
16,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,000
|
|
|||||
Repayment of revolving credit facility
|
(12,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,000
|
)
|
|||||
Net cash used in financing activities
|
(23,951
|
)
|
|
(5,869
|
)
|
|
—
|
|
|
(631
|
)
|
|
(30,451
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash and cash equivalents
|
(2,553
|
)
|
|
(909
|
)
|
|
—
|
|
|
—
|
|
|
(3,462
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
4,010
|
|
|
15,898
|
|
|
—
|
|
|
—
|
|
|
19,908
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
1,457
|
|
|
$
|
14,989
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,446
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
23,978
|
|
|
$
|
38,217
|
|
|
$
|
—
|
|
|
$
|
(38,217
|
)
|
|
$
|
23,978
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
6,643
|
|
|
—
|
|
|
—
|
|
|
6,643
|
|
|||||
Amortization of loan fees and debt premium
|
363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363
|
|
|||||
Unit-based compensation expense
|
834
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
834
|
|
|||||
Equity in earnings of subsidiaries
|
(38,217
|
)
|
|
—
|
|
|
—
|
|
|
38,217
|
|
|
—
|
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable - affiliates
|
(23
|
)
|
|
8,359
|
|
|
—
|
|
|
—
|
|
|
8,336
|
|
|||||
Accounts receivable
|
—
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|||||
Prepaids and other current assets
|
30
|
|
|
(628
|
)
|
|
—
|
|
|
—
|
|
|
(598
|
)
|
|||||
Accounts payable - affiliates
|
(1,470
|
)
|
|
(1,514
|
)
|
|
—
|
|
|
—
|
|
|
(2,984
|
)
|
|||||
Accounts payable and accrued liabilities
|
10,172
|
|
|
(3,264
|
)
|
|
—
|
|
|
—
|
|
|
6,908
|
|
|||||
Amounts due to (from) related parties
|
29,243
|
|
|
(29,243
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred revenue
|
—
|
|
|
(595
|
)
|
|
—
|
|
|
—
|
|
|
(595
|
)
|
|||||
Other assets and liabilities
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|||||
Net cash provided by operating activities
|
24,910
|
|
|
18,015
|
|
|
—
|
|
|
—
|
|
|
42,925
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenditures for property, plant and equipment
|
—
|
|
|
(3,953
|
)
|
|
—
|
|
|
—
|
|
|
(3,953
|
)
|
|||||
Investment in subsidiaries
|
(462
|
)
|
|
—
|
|
|
—
|
|
|
462
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
$
|
(462
|
)
|
|
$
|
(3,953
|
)
|
|
$
|
—
|
|
|
$
|
462
|
|
|
$
|
(3,953
|
)
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions to unitholders
|
$
|
(23,058
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(23,058
|
)
|
Distributions to TVPC members
|
—
|
|
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|||||
Contribution from parent
|
—
|
|
|
1,593
|
|
|
—
|
|
|
(462
|
)
|
|
1,131
|
|
|||||
Repayment of revolving credit facility
|
(9,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,700
|
)
|
|||||
Net cash used in financing activities
|
(32,758
|
)
|
|
(3,407
|
)
|
|
—
|
|
|
(462
|
)
|
|
(36,627
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash and cash equivalents
|
(8,310
|
)
|
|
10,655
|
|
|
—
|
|
|
—
|
|
|
2,345
|
|
|||||
Cash and cash equivalents at beginning of year
|
10,909
|
|
|
8,755
|
|
|
—
|
|
|
—
|
|
|
19,664
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
2,599
|
|
|
$
|
19,410
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,009
|
|
Agreements
|
Initiation Date
|
Initial Term
|
Renewals (a)
|
MVC
|
Force Majeure
|
Transportation and Terminaling
|
|
|
|
|
|
Amended and Restated Rail Agreements (b)
|
5/8/2014
|
7 years, 8 months
|
N/A
|
125,000 bpd
|
PBFX or PBF Holding can declare
|
Delaware Pipeline Services Agreement- Magellan Connection
|
11/1/2016
|
2 years, 5 months
|
See note (c)
|
N/A
|
|
Delaware City Terminaling Services Agreement (d)
|
1/1/2022
|
4 years
|
2 x 5
|
95,000 bpd
|
|
Storage
|
|
|
|
|
|
East Coast Storage Assets Terminal Storage Agreement
|
1/1/2019
|
8 years
|
Evergreen
|
2,953,725 barrels (e)
|
PBFX or PBF Holding can declare
|
(a)
|
PBF Holding has the option to extend the agreements for up to two additional five-year terms, as applicable.
|
(b)
|
In 2019, we amended (effective as of January 1, 2019) the existing Amended and Restated Rail Agreements between Delaware City Terminaling Company LLC (“DCTC”) and PBF Holding for the inclusion of services through certain rail infrastructure at the East Coast Storage Assets (as defined below).
|
(c)
|
In connection with the inclusion of an additional destination at the Magellan connection under the Delaware Pipeline Services Agreement, Delaware Pipeline Company LLC (“DPC”) and PBF Holding (the “Delaware Pipeline Services Agreement”) agreed to a two-year, five-month MVC (the “Magellan MVC”) under the Delaware Pipeline Services Agreement. The Magellan MVC expired on March 31, 2019.
|
(d)
|
The Delaware City Terminaling Services Agreement between DCTC and PBF Holding will commence in 2022 subsequent to the expiration of the Amended and Restated Rail Agreements and includes additional services to be provided by us as operator of other rail facilities owned by PBF Holding’s subsidiaries.
|
(e)
|
Reflects the overall shell capacity as stipulated by the storage agreement. The storage MVC is subject to the effective operating capacity of each tank, which can be impacted by routine tank maintenance and other factors.
|
•
|
PBF Energy’s utilization of our assets in excess of the 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 volumes at our facilities and provide additional ancillary services at those terminals and pipelines.
|
•
|
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.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands)
|
||||||
Revenue:
|
|
|
|
|
||||
Affiliate
|
|
$
|
71,332
|
|
|
$
|
60,864
|
|
Third-party
|
|
7,513
|
|
|
3,876
|
|
||
Total revenue
|
|
78,845
|
|
|
64,740
|
|
||
|
|
|
|
|
||||
Costs and expenses:
|
|
|
|
|
||||
Operating and maintenance expenses
|
|
29,916
|
|
|
19,880
|
|
||
General and administrative expenses
|
|
6,010
|
|
|
4,291
|
|
||
Depreciation and amortization
|
|
8,721
|
|
|
6,643
|
|
||
Total costs and expenses
|
|
44,647
|
|
|
30,814
|
|
||
|
|
|
|
|
||||
Income from operations
|
|
34,198
|
|
|
33,926
|
|
||
|
|
|
|
|
||||
Other expense:
|
|
|
|
|
||||
Interest expense, net
|
|
(10,913
|
)
|
|
(9,585
|
)
|
||
Amortization of loan fees and debt premium
|
|
(449
|
)
|
|
(363
|
)
|
||
Accretion on discounted liabilities
|
|
(760
|
)
|
|
—
|
|
||
Net income
|
|
22,076
|
|
|
23,978
|
|
||
Less: Net loss attributable to Predecessor
|
|
—
|
|
|
(1,279
|
)
|
||
Less: Net income attributable to noncontrolling interest
|
|
4,719
|
|
|
4,022
|
|
||
Net income attributable to the partners
|
|
17,357
|
|
|
21,235
|
|
||
Less: Net income attributable to the IDR holder
|
|
—
|
|
|
2,959
|
|
||
Net income attributable to PBF Logistics LP unitholders
|
|
$
|
17,357
|
|
|
$
|
18,276
|
|
|
|
|
|
|
||||
Other Data:
|
|
|
|
|
||||
EBITDA attributable to PBFX
|
|
$
|
36,822
|
|
|
$
|
36,317
|
|
Adjusted EBITDA
|
|
42,957
|
|
|
37,634
|
|
||
Distributable cash flow
|
|
25,413
|
|
|
26,246
|
|
||
Capital expenditures
|
|
11,220
|
|
|
3,953
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands)
|
||||||
Net income
|
|
$
|
22,076
|
|
|
$
|
23,978
|
|
Interest expense, net
|
|
10,913
|
|
|
9,585
|
|
||
Amortization of loan fees and debt premium
|
|
449
|
|
|
363
|
|
||
Accretion on discounted liabilities
|
|
760
|
|
|
—
|
|
||
Depreciation and amortization
|
|
8,721
|
|
|
6,643
|
|
||
EBITDA
|
|
42,919
|
|
|
40,569
|
|
||
Less: Predecessor EBITDA
|
|
—
|
|
|
(1,131
|
)
|
||
Less: Noncontrolling interest EBITDA
|
|
6,097
|
|
|
5,383
|
|
||
EBITDA attributable to PBFX
|
|
36,822
|
|
|
36,317
|
|
||
Non-cash unit-based compensation expense
|
|
964
|
|
|
834
|
|
||
Cash interest
|
|
(11,136
|
)
|
|
(9,580
|
)
|
||
Maintenance capital expenditures attributable to PBFX
|
|
(1,237
|
)
|
|
(1,325
|
)
|
||
Distributable cash flow
|
|
$
|
25,413
|
|
|
$
|
26,246
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
|
$
|
38,209
|
|
|
$
|
42,925
|
|
Change in operating assets and liabilities
|
|
(5,239
|
)
|
|
(11,107
|
)
|
||
Interest expense, net
|
|
10,913
|
|
|
9,585
|
|
||
Non-cash unit-based compensation expense
|
|
(964
|
)
|
|
(834
|
)
|
||
EBITDA
|
|
42,919
|
|
|
40,569
|
|
||
Less: Predecessor EBITDA
|
|
—
|
|
|
(1,131
|
)
|
||
Less: Noncontrolling interest EBITDA
|
|
6,097
|
|
|
5,383
|
|
||
EBITDA attributable to PBFX
|
|
36,822
|
|
|
36,317
|
|
||
Non-cash unit-based compensation expense
|
|
964
|
|
|
834
|
|
||
Cash interest
|
|
(11,136
|
)
|
|
(9,580
|
)
|
||
Maintenance capital expenditures attributable to PBFX
|
|
(1,237
|
)
|
|
(1,325
|
)
|
||
Distributable cash flow
|
|
$
|
25,413
|
|
|
$
|
26,246
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands)
|
||||||
Net income
|
|
$
|
22,076
|
|
|
$
|
23,978
|
|
Interest expense, net
|
|
10,913
|
|
|
9,585
|
|
||
Amortization of loan fees and debt premium
|
|
449
|
|
|
363
|
|
||
Accretion on discounted liabilities
|
|
760
|
|
|
—
|
|
||
Depreciation and amortization
|
|
8,721
|
|
|
6,643
|
|
||
EBITDA
|
|
42,919
|
|
|
40,569
|
|
||
Less: Predecessor EBITDA
|
|
—
|
|
|
(1,131
|
)
|
||
Less: Noncontrolling interest EBITDA
|
|
6,097
|
|
|
5,383
|
|
||
EBITDA attributable to PBFX
|
|
36,822
|
|
|
36,317
|
|
||
Acquisition and transaction costs
|
|
2,153
|
|
|
483
|
|
||
Non-cash unit-based compensation expense
|
|
964
|
|
|
834
|
|
||
East Coast Terminals environmental remediation costs
|
|
2,136
|
|
|
—
|
|
||
PNGPC tariff true-up adjustment
|
|
882
|
|
|
—
|
|
||
Adjusted EBITDA
|
|
$
|
42,957
|
|
|
$
|
37,634
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands)
|
||||||
Net income attributable to noncontrolling interest
|
|
$
|
4,719
|
|
|
$
|
4,022
|
|
Depreciation and amortization related to noncontrolling interest*
|
|
1,378
|
|
|
1,361
|
|
||
Noncontrolling interest EBITDA
|
|
$
|
6,097
|
|
|
$
|
5,383
|
|
•
|
an
increase
in operating and maintenance expenses of approximately
$10.0 million
, or
50.5%
, as a result of increased outside services and utilities expenses within our Transportation and Terminaling segment, higher environmental clean-up costs and expenses related to the operations of recently acquired assets;
|
•
|
an
increase
in general and administrative expenses of approximately
$1.7 million
, or
40.1%
, as a result of transaction costs related to the IDR Restructuring and higher unit-based compensation expense, partially offset by lower acquisition related costs;
|
•
|
an
increase
in depreciation and amortization expenses of approximately
$2.1 million
, or
31.3%
, related to the timing of acquisitions and new assets being placed in service;
|
•
|
an
increase
in interest expense, net of approximately
$1.3 million
, or
13.9%
, attributable to higher borrowings under our Revolving Credit Facility;
|
•
|
an
increase
in accretion of discounted liabilities of approximately
$0.8 million
, or 100.0%, attributable to the accretion of the discounted liabilities recorded in connection with the East Coast Storage Assets Acquisition;
|
•
|
an
increase
in total revenue of approximately
$14.1 million
, or
21.8%
, primarily attributable to operations of recently acquired or constructed assets and inflation rate adjustments implemented in accordance with certain of our commercial agreements (the “Inflation Rate Increase”), partially offset by a decrease in revenue at our 24” interstate natural gas pipeline servicing PBF Holding’s Paulsboro Refinery (the “Paulsboro Natural Gas Pipeline”) due to a reduction in its pipeline tariff based on the lower than budget Paulsboro Natural Gas Pipeline project costs which were finalized during the three months ended March 31, 2019 (the “PNGPC Rate Adjustment”).
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
(in thousands, except for total throughput and lease tank capacity)
|
||||||||
Revenue:
|
|
|
|
|
||||
Affiliate
|
|
$
|
61,429
|
|
|
$
|
53,795
|
|
Third-party
|
|
4,530
|
|
|
3,876
|
|
||
Total revenue
|
|
65,959
|
|
|
57,671
|
|
||
|
|
|
|
|
||||
Costs and expenses:
|
|
|
|
|
||||
Operating and maintenance expenses
|
|
22,507
|
|
|
17,727
|
|
||
Depreciation and amortization
|
|
6,901
|
|
|
5,718
|
|
||
Total costs and expenses
|
|
29,408
|
|
|
23,445
|
|
||
Transportation and Terminaling Segment Operating Income
|
|
$
|
36,551
|
|
|
$
|
34,226
|
|
|
|
|
|
|
||||
Key Operating Information
|
|
|
|
|
||||
Transportation and Terminaling Segment
|
|
|
|
|
||||
Terminals
|
|
|
|
|
||||
Total throughput (bpd)
(1)
|
|
249,781
|
|
|
197,398
|
|
||
Lease tank capacity (average lease capacity barrels per month)
(2)
|
|
2,415,744
|
|
|
2,137,302
|
|
||
Pipelines
|
||||||||
Total throughput (bpd)
(1)
|
|
147,149
|
|
|
152,757
|
|
||
Lease tank capacity (average lease capacity barrels per month)
(2)
|
|
1,175,024
|
|
|
1,536,912
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
(in thousands, except for storage capacity reserved)
|
||||||||
Revenue:
|
|
|
|
|
||||
Affiliate
|
|
$
|
9,903
|
|
|
$
|
7,069
|
|
Third-party
|
|
2,983
|
|
|
—
|
|
||
Total revenue
|
|
12,886
|
|
|
7,069
|
|
||
|
|
|
|
|
||||
Costs and expenses:
|
|
|
|
|
||||
Operating and maintenance expenses
|
|
7,409
|
|
|
2,153
|
|
||
Depreciation and amortization
|
|
1,820
|
|
|
925
|
|
||
Total costs and expenses
|
|
9,229
|
|
|
3,078
|
|
||
Storage Segment Operating Income
|
|
$
|
3,657
|
|
|
$
|
3,991
|
|
|
|
|
|
|
||||
Key Operating Information
|
|
|
|
|
||||
Storage Segment
|
|
|
|
|
||||
Storage capacity reserved (average shell capacity barrels per month)
(1)
|
|
7,932,693
|
|
|
4,478,755
|
|
Related Earnings Period:
|
Q4 2018
|
|
|
Distribution date
|
March 14, 2019
|
|
|
Record date
|
March 1, 2019
|
|
|
Per unit
|
$
|
0.5050
|
|
To public common unitholders
|
$
|
12,825
|
|
To PBF LLC
|
15,126
|
|
|
Total distribution
|
$
|
27,951
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
|
$
|
38,209
|
|
|
$
|
42,925
|
|
Net cash used in investing activities
|
|
(11,220
|
)
|
|
(3,953
|
)
|
||
Net cash used in financing activities
|
|
(30,451
|
)
|
|
(36,627
|
)
|
||
Net change in cash and cash equivalents
|
|
$
|
(3,462
|
)
|
|
$
|
2,345
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Expansion
|
$
|
9,491
|
|
|
$
|
2,606
|
|
Maintenance
|
1,483
|
|
|
1,325
|
|
||
Regulatory
|
246
|
|
|
22
|
|
||
Total capital expenditures
|
$
|
11,220
|
|
|
$
|
3,953
|
|
Exhibit Number
|
|
Description
|
|
Equity Restructuring Agreement, dated February 13, 2019, by and among PBF Energy Company LLC, PBF Logistics GP LLC, and PBF Logistics LP (incorporated by reference herein to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-36446) filed on February 14, 2019).
|
|
|
Third Amended and Restated Agreement of the Limited Partnership of PBF Logistics LP (incorporated by reference herein to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36446) filed on February 14, 2019).
|
|
|
Seventh Supplemental Indenture dated as of October 25, 2018, among CPI Operations LLC, PBF Logistics LP, PBF Logistics Finance Corporation, and Deutsche Bank Trust Company Americas, as trustee.
|
|
|
Joinder Agreement dated as of October 25, 2018, among CPI Operations LLC and Wells Fargo Bank, National Association, as Administrative Agent.
|
|
|
Amendment to Amended and Restated Delaware City Rail Terminaling Services Agreement, dated February 13, 2019, by and between PBF Holding Company LLC, Delaware City Terminaling Company LLC and CPI Operations LLC (incorporated by reference herein to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36446) filed on February 14, 2019).
|
|
|
Terminaling Services Agreement, dated February 13, 2019, by and between PBF Holding Company LLC, Delaware City Terminaling Company LLC and CPI Operations LLC (incorporated by reference herein to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36446) filed on February 14, 2019).
|
|
|
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.
|
|
|
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.
|
|
|
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.
|
|
|
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.
|
|
|
Supplemental Financial Information of Torrance Valley Pipeline Company LLC.
|
|
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.
|
Exhibit Number
|
|
Description
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
PBF Logistics LP
|
|
|
|
By:
|
PBF Logistics GP LLC, its general partner
|
|
|
|
|
|
|
Date:
|
May 1, 2019
|
|
By:
|
/s/ Erik Young
|
|
|
|
|
Erik Young
Senior Vice President, Chief Financial Officer and Director
(Duly Authorized Officer and Principal Financial Officer)
|
|
|
|
|
|
1 Year PBF Logistics Chart |
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