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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
Commission File Number: 001-36446
PBF LOGISTICS LP
(Exact name of registrant as specified in its charter)

Delaware
35-2470286
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
One Sylvan Way, Second Floor
Parsippany,  New Jersey 07054
(Address of principal executive offices) (Zip Code)

(973) 455-7500
(Registrant’s telephone number, including area code)

















Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Units Representing Limited Partner Interests PBFX New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer   Accelerated filer   Non-accelerated filer   Smaller reporting company Emerging growth company

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

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

As of October 26, 2020, there were 62,360,524 common units outstanding.



PBF LOGISTICS LP

TABLE OF CONTENTS

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EXPLANATORY NOTE

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

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (this “Form 10-Q”) to “Predecessor,” and “we,” “our,” “us,” or like terms, when used in the context of periods prior to the completion of certain acquisitions from PBF LLC, refer to PBF MLP Predecessor, our predecessor for accounting purposes (our “Predecessor”), which includes assets, liabilities and results of operations of certain crude oil, refined products, natural gas and intermediates transportation, terminaling, storage and processing assets previously operated and owned by PBF Holding’s subsidiaries and PBF Holding’s previously held subsidiaries. As of September 30, 2020, PBF Holding, together with its subsidiaries, owns and operates six oil refineries 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.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q (including information incorporated by reference) contains certain “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time, make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time; therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and, of course, it is impossible for us to anticipate all factors that could affect our actual results.
Important factors that could cause actual results to differ materially from our expectations, which we refer to as “cautionary statements,” are disclosed under “Item 1A. Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” elsewhere in this Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2019 (our “2019 Form 10-K”) and in our other filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking information in this Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:
changes in general economic conditions, including market and macro-economic disruptions resulting from the coronavirus disease 2019 (“COVID-19”) pandemic and related governmental and consumer responses;
our ability to make, complete and integrate acquisitions from affiliates or third parties, and to realize the benefits from such acquisitions;
our ability to have sufficient cash from operations to enable us to pay the minimum quarterly distribution;
competitive conditions in our industry;
actions taken by our customers and competitors;
the supply of, and demand for, crude oil, refined products, natural gas and logistics services;
our ability to successfully implement our business plan;
our dependence on PBF Energy for a substantial majority of our revenue subjects us to the business risks of PBF Energy, which include the possibility that contracts will not be renewed because they are no longer beneficial for PBF Energy;
a substantial majority of our revenue is generated at PBF Energy’s facilities, particularly at PBF Energy’s Delaware City, Toledo and Torrance refineries, and any adverse development at any of these facilities could have a material adverse effect on us;
our ability to complete internal growth projects on time and on budget;
the price and availability of debt and equity financing;
operating hazards and other risks incidental to the processing of crude oil and the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates;

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natural disasters, weather-related delays, casualty losses and other matters beyond our control;
the threat of cyber-attacks;
our and PBF Energy’s increased dependence on technology;
interest rates;
labor relations;
changes in the availability and cost of capital;
the effects of existing and future laws and governmental regulations, including those related to the shipment of crude oil by rail;
changes in insurance markets impacting costs and the level and types of coverage available;
the timing and extent of changes in commodity prices and demand for PBF Energy’s refined products and natural gas and the differential in the prices of different crude oils;
the suspension, reduction or termination of PBF Energy’s obligations under our commercial agreements;
disruptions due to equipment interruption or failure at our facilities, PBF Energy’s facilities or third-party facilities on which our business is dependent;
our general partner and its affiliates, including PBF Energy, have conflicts of interest with us and limited duties to us and our unitholders, and they may favor their own interests to the detriment of us and our other common unitholders;
our partnership agreement restricts the remedies available to holders of our common units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty;
holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors;
our tax treatment depends on our status as a partnership for U.S. federal income tax purposes, as well as not being subject to a material amount of entity level taxation by individual states;
changes at any time (including on a retroactive basis) in the tax treatment of publicly traded partnerships, including related impacts on potential dropdown transactions with PBF LLC, or an investment in our common units;
our unitholders will be required to pay taxes on their share of our taxable income even if they do not receive any cash distributions from us;
the effects of future litigation; and
other factors discussed elsewhere in this Form 10-Q.
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Form 10-Q may not in fact occur. Accordingly, investors should not place undue reliance on those statements.
Our forward-looking statements speak only as of the date of this Form 10-Q. Except as required by applicable law, including the securities laws of the U.S., we undertake no obligation to update or revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing.


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PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

PBF LOGISTICS LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except unit data)
September 30,
2020
December 31,
2019
ASSETS    
Current assets:    
Cash and cash equivalents $ 27,851  $ 34,966 
Accounts receivable - affiliates 55,902  48,056 
Accounts receivable 9,410  7,351 
Prepaids and other current assets 4,393  3,828 
Total current assets 97,556  94,201 
Property, plant and equipment, net 829,832  854,610 
Goodwill 6,332  6,332 
Other non-current assets 8,047  17,859 
Total assets $ 941,767  $ 973,002 
LIABILITIES AND EQUITY    
Current liabilities:    
Accounts payable - affiliates $ 6,569  $ 6,454 
Accounts payable 5,013  10,224 
Accrued liabilities 36,047  27,839 
Deferred revenue 5,503  3,189 
Total current liabilities 53,132  47,706 
Long-term debt 733,414  802,104 
Other long-term liabilities 1,665  18,109 
Total liabilities 788,211  867,919 
Commitments and contingencies (Note 10)
Equity:    
Common unitholders (62,360,524 and 62,130,035 units issued and outstanding, as of September 30, 2020 and December 31, 2019, respectively)
153,556  105,083 
Total equity 153,556  105,083 
Total liabilities and equity $ 941,767  $ 973,002 

See Notes to Condensed Consolidated Financial Statements.
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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,
  2020 2019 2020 2019
Revenue:
Affiliate $ 70,716  $ 78,026  $ 218,681  $ 224,014 
Third-party 18,294  8,351  52,487  23,958 
Total revenue 89,010  86,377  271,168  247,972 
Costs and expenses:        
Operating and maintenance expenses 22,730  28,356  75,385  86,825 
General and administrative expenses 4,112  4,552  12,798  18,142 
Depreciation and amortization 14,305  9,079  36,821  26,654 
Impairment expense 7,000  —  7,000  — 
Change in contingent consideration (14,765) —  (14,235) — 
Total costs and expenses 33,382  41,987  117,769  131,621 
Income from operations 55,628  44,390  153,399  116,351 
Other expense:        
Interest expense, net (10,544) (12,230) (33,929) (34,359)
Amortization of loan fees and debt premium (328) (444) (1,309) (1,339)
Accretion on discounted liabilities (594) (722) (1,726) (2,255)
Net income 44,162  30,994  116,435  78,398 
Less: Net income attributable to noncontrolling interest —  —  —  7,881 
Net income attributable to PBF Logistics LP unitholders $ 44,162  $ 30,994  $ 116,435  $ 70,517 
Net income per limited partner unit:      
Common units - basic $ 0.71  $ 0.50  $ 1.87  $ 1.23 
Common units - diluted 0.71  0.50  1.87  1.23 
Weighted-average limited partner units outstanding:        
Common units - basic 62,519,105  62,361,974  62,424,217  57,314,382 
Common units - diluted 62,529,489  62,460,669  62,429,475  57,385,166 

See Notes to Condensed Consolidated Financial Statements.
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PBF LOGISTICS LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
  Nine Months Ended
September 30,
  2020 2019
Cash flows from operating activities:    
Net income $ 116,435  $ 78,398 
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 36,821  26,654 
Impairment expense 7,000  — 
Amortization of loan fees and debt premium 1,309  1,339 
Accretion on discounted liabilities 1,726  2,255 
Unit-based compensation expense 3,242  5,622 
Change in contingent consideration (14,235) — 
Changes in operating assets and liabilities:  
Accounts receivable - affiliates (7,846) (29,351)
Accounts receivable (2,059) 2,369 
Prepaids and other current assets (565) (1,486)
Accounts payable - affiliates 115  137 
Accounts payable (5,674) 1,894 
Accrued liabilities 7,748  9,672 
Deferred revenue 2,314  81 
Other assets and liabilities (4,902) (1,941)
Net cash provided by operating activities 141,429  95,643 
Cash flows from investing activities:    
Expenditures for property, plant and equipment (9,635) (23,180)
Net cash used in investing activities $ (9,635) $ (23,180)



See Notes to Condensed Consolidated Financial Statements.
8



PBF LOGISTICS LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(unaudited, in thousands)
  Nine Months Ended
September 30,
  2020 2019
Cash flows from financing activities:    
Proceeds from issuance of common units $ —  $ 132,483 
Acquisition of TVPC noncontrolling interest —  (200,000)
Distributions to unitholders (69,718) (91,611)
Distributions to TVPC members —  (8,500)
Proceeds from revolving credit facility 100,000  228,000 
Repayment of revolving credit facility (170,000) (101,000)
Deferred financing costs and other 809  835 
Net cash used in financing activities (138,909) (39,793)
Net change in cash and cash equivalents (7,115) 32,670 
Cash and cash equivalents, beginning of period 34,966  19,908 
Cash and cash equivalents, end of period $ 27,851  $ 52,578 
Supplemental disclosure of non-cash investing and financing activities:    
Accrued and unpaid capital expenditures $ 843  $ 338 
Contribution of net assets from PBF LLC —  242 
Units issued in connection with the IDR Restructuring —  215,300 
Assets acquired under operating leases —  482 

See Notes to Condensed Consolidated Financial Statements.
9


PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

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

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

Business Developments

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

Principles of Combination and Consolidation and Basis of Presentation

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

10

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, PBFX has included all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows of PBFX for the periods presented. The results of operations for the three and nine months ended September 30, 2020 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 June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This guidance amends the guidance on measuring credit losses on financial assets held at amortized cost. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Partnership adopted ASU 2016-13 effective January 1, 2020. The adoption of ASU 2016-13 did not have a material impact on the Partnership’s condensed consolidated financial statements. Refer to Note 4 “Current Expected Credit Losses” of the Notes to Condensed Consolidated Financial Statements for further disclosure related to the adoption of this pronouncement.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions affected by the expected market transition from London Interbank Offering Rate, also known as LIBOR, and other interbank rates. The amendments in ASU 2020-04 are effective for all entities at any time beginning on March 12, 2020 through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of ASU 2020-04. The Partnership is currently evaluating the impact of this new standard on its condensed consolidated financial statements and related disclosures.

2. REVENUE

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Partnership expects to be entitled to in exchange for those goods or services.

As disclosed in Note 12 “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.

11

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

The following table provides information relating to the Partnership’s revenue for each service category by segment for the periods presented:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020 2019 2020 2019
Transportation and Terminaling Segment
Terminaling $ 35,468  $ 39,399  $ 108,196  $ 105,904 
Pipeline 19,974  21,089  60,732  60,042 
Other 11,550  12,781  35,016  42,938 
Total 66,992  73,269  203,944  208,884 
Storage Segment
Storage 13,815  13,108  41,366  39,088 
Other 8,203  —  25,858  — 
Total 22,018  13,108  67,224  39,088 
Total Revenue $ 89,010  $ 86,377  $ 271,168  $ 247,972 

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

Minimum Volume Commitments

Transportation and Terminaling Segment

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

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

Storage Segment

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


12

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

MVC Payments to be Received

As of September 30, 2020, MVC payments to be received, based on future performance obligations of the Partnership, related to noncancelable commercial terminaling, pipeline and storage agreements were as follows:
Remainder of 2020 $ 30,044 
2021 113,204 
2022 90,321 
2023 87,798 
2024 87,011 
Thereafter 86,773 
Total MVC payments to be received (1)(2)
$ 495,151 
(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 agreements generally do not provide an option for the lessee to purchase the leased equipment at the end of the lease term. However, in connection with the affiliate lease agreement for the interstate natural gas pipeline at PBF Holding’s Paulsboro Refinery (the “Paulsboro Natural Gas Pipeline”), the Partnership granted a right of first refusal in favor of PBF LLC such that the Partnership would be required to give PBF Holding the first opportunity to purchase the Paulsboro Natural Gas Pipeline at market value prior to selling to an unrelated third party.

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

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

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

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



13

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

The table below quantifies lease revenue for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020 2019 2020 2019
Affiliate $ 36,212  $ 39,615  $ 112,600  $ 114,395 
Third-party 13,449  4,764  40,173  13,466 
Total lease revenue $ 49,661  $ 44,379  $ 152,773  $ 127,861 

Undiscounted Cash Flows

The table below presents the fixed component of the undiscounted cash flows to be received for each of the periods presented for the Partnership’s operating leases with customers as of September 30, 2020:
Remainder of 2020 $ 42,202 
2021 150,038 
2022 139,835 
2023 138,474 
2024 137,252 
Thereafter 240,209 
Total undiscounted cash flows to be received $ 848,010 

Assets Under Lease

The Partnership’s assets that are subject to lease are included in “Property, plant and equipment, net” within the Partnership’s condensed consolidated balance sheets. The table below quantifies, by category within property, plant and equipment, the assets that are subject to lease as of September 30, 2020 and December 31, 2019:
September 30,
2020
December 31,
2019
Land $ 98,337  $ 98,337 
Pipelines 319,873  318,459 
Terminals and equipment 83,387  83,149 
Storage facilities and processing units 174,982  177,084 
  676,579  677,029 
Accumulated depreciation (99,751) (77,243)
Net assets subject to lease $ 576,828  $ 599,786 

Deferred Revenue

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

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

14

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

3. ACQUISITIONS

Acquisitions from PBF

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

TVPC Acquisition

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

Acquisition Expenses

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

4. CURRENT EXPECTED CREDIT LOSSES

Credit Losses

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

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

15

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

The Partnership performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was no allowance for doubtful accounts recorded as of September 30, 2020 and December 31, 2019.

5. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following:
September 30,
2020
December 31,
2019
Land $ 115,957  $ 115,957 
Pipelines 343,948  342,533 
Terminals and equipment 315,720  315,322 
Storage facilities and processing units 193,044  194,843 
Construction in progress 14,306  8,093 
  982,975  976,748 
Accumulated depreciation (153,143) (122,138)
Property, plant and equipment, net $ 829,832  $ 854,610 

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

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

6. GOODWILL AND INTANGIBLES

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

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






16

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

The Partnership’s net intangibles consisted of the following:
September 30,
2020
December 31,
2019
Customer contracts $ 9,300  $ 13,300 
Customer relationships 5,900  5,900 
15,200  19,200 
Accumulated amortization (7,457) (1,701)
Total intangibles, net (1)
$ 7,743  $ 17,499 
(1) Intangibles, net are included in “Other non-current assets” within the Partnership’s condensed consolidated balance sheets.

Amortization expense was $5,756 and $376 for the nine months ended September 30, 2020 and 2019, respectively.

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

7. DEBT

Total debt was comprised of the following:
September 30,
2020
December 31,
2019
2023 Notes $ 525,000  $ 525,000 
Revolving credit facility (1)(2)
213,000  283,000 
Total debt outstanding 738,000  808,000 
Unamortized debt issuance costs (6,346) (8,125)
Unamortized 2023 Notes premium 1,760  2,229 
Net carrying value of debt $ 733,414  $ 802,104 
___________________
(1)PBFX had $4,868 of outstanding letters of credit and $282,132 available under its $500,000 amended and restated revolving credit facility with Wells Fargo Bank, National Association, as administrative agent and a syndicate of lenders (as amended, the “Revolving Credit Facility”) as of September 30, 2020.
(2)During the nine months ended September 30, 2020, PBFX made net repayments of $70,000 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

17

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

8. EQUITY

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

Unit Activity

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

The following table presents changes in PBFX common units outstanding:
Three Months Ended September 30,
2020 2019
Balance at beginning of period 62,349,592  62,107,210 
Vesting of phantom units, net of forfeitures 10,932  3,622 
Balance at end of period 62,360,524  62,110,832 

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

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

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

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. 



18

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Noncontrolling Interest

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

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

Equity Activity

The following tables summarize the changes in the carrying amount of the Partnership’s equity during the nine months ended September 30, 2020 and 2019:
Common Units
Balance at December 31, 2019 $ 105,083 
Quarterly distributions to unitholders ($0.5200 per unit)
(32,703)
Net income attributable to the partners 34,813 
Unit-based compensation expense (1)
1,302 
Other (6)
Balance at March 31, 2020 $ 108,489 
Quarterly distributions to unitholders ($0.3000 per unit)
(18,843)
Net income attributable to the partners 37,460 
Unit-based compensation expense 945 
Other (805)
Balance at June 30, 2020 $ 127,246 
Quarterly distributions to unitholders ($0.3000 per unit)
(18,847)
Net income attributable to the partners 44,162 
Unit-based compensation expense 995 
Balance at September 30, 2020 $ 153,556 
(1) Inclusive of $201 of expense associated with the accelerated vesting of phantom units in March 2020 for nonretirement eligible employees in accordance with their grant agreements.

19

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

Cash Distributions

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

During the nine months ended September 30, 2020, PBFX made distribution payments as follows:
Related Earnings Period: Q4 2019 Q1 2020 Q2 2020
Distribution date March 17, 2020 June 17, 2020 August 26, 2020
Record date February 25, 2020 May 27, 2020 August 13, 2020
Per unit $ 0.5200  $ 0.3000  $ 0.3000 
To public common unitholders $ 16,732  $ 9,719  $ 9,720 
To PBF LLC 15,576  8,986  8,986 
Total distribution $ 32,308  $ 18,705  $ 18,706 

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

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PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

respectively); 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,
2020 2019 2020 2019
Limited partners’ distributions:
Common $ 18,848  $ 32,709  $ 56,541  $ 97,188 
Total distributions $ 18,848  $ 32,709  $ 56,541  $ 97,188 
Total cash distributions (1)
$ 18,708  $ 32,298  $ 56,119  $ 95,958 
(1) Excludes phantom unit distributions, which are accrued and paid upon vesting.  

9. 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.

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

The following table shows the calculation of net income per limited partner unit:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020 2019 2020 2019
Net income attributable to the partners:
Distributions declared $ 18,848  $ 32,709  $ 56,541  $ 97,188 
Earnings less distributions 25,314  (1,715) 59,894  (26,671)
Net income attributable to the partners $ 44,162  $ 30,994  $ 116,435  $ 70,517 
Weighted-average units outstanding - basic 62,519,105  62,361,974  62,424,217  57,314,382 
Weighted-average units outstanding - diluted 62,529,489  62,460,669  62,429,475  57,385,166 
Net income per limited partner unit - basic $ 0.71  $ 0.50  $ 1.87  $ 1.23 
Net income per limited partner unit - diluted 0.71  0.50  1.87  1.23 

10. COMMITMENTS AND CONTINGENCIES

Environmental Matters

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

21

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

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

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

Contingent Consideration

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

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

Pursuant to the terms of the commercial agreement, the counterparty exercised its right to terminate the contract at the conclusion of the current contract year, resulting in an adjustment in the fair value of the Contingent Consideration for the nine months ended September 30, 2020 of $16,429, reflecting the elimination of the estimated earn-out for years two and three of the performance period. There were no material changes in the fair value of the Contingent Consideration for the nine months ended September 30, 2019.

11. 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

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PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

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

Other Agreements

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

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

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

Summary of Transactions

A summary of revenue and expense transactions with the Partnership’s affiliates, including expenses directly charged and allocated to the Partnership, is as follows:
  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2020 2019 2020 2019
Revenue $ 70,716  $ 78,026  $ 218,681  $ 224,014 
Operating and maintenance expenses 2,171  2,171  6,512  6,447 
General and administrative expenses 1,895  1,863  5,843  5,377 

12. SEGMENT INFORMATION

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

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PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

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 11 “Related Party Transactions” of the Notes to Condensed Consolidated Financial Statements. Certain general and administrative expenses and interest and financing costs are included in Corporate as they are not directly attributable to a specific reporting segment. Identifiable assets are those used by the operating segments, whereas assets included in Corporate are principally cash, deposits and other assets that are not associated with operations.
  Three Months Ended September 30, 2020
Transportation and Terminaling Storage Corporate Consolidated Total
Total revenue $ 66,992  $ 22,018  $ —  $ 89,010 
Depreciation and amortization 7,010  7,295  —  14,305 
Income (loss) from operations 43,377  16,363  (4,112) 55,628 
Other expense —  —  11,466  11,466 
Capital expenditures 1,438  325  —  1,763 

Three Months Ended September 30, 2019
Transportation and Terminaling Storage Corporate Consolidated Total
Total revenue $ 73,269  $ 13,108  $ —  $ 86,377 
Depreciation and amortization 7,051  2,028  —  9,079 
Income (loss) from operations 43,596  5,346  (4,552) 44,390 
Other expense —  —  13,396  13,396 
Capital expenditures 2,781  5,247  —  8,028 

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


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PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

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

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

13. SUBSEQUENT EVENTS

Cash Distribution

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

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

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

Overview

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

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

Business Developments

COVID-19

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


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On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides opportunities for additional liquidity, loan guarantees and other government programs to support companies affected by the COVID-19 pandemic and their employees. While we continue to explore the CARES Act and its potential benefit to us, we currently have not sought any financial support or relief in the form of loans or grants under the CARES Act, and we may not be eligible, or able, to take advantage of such relief or any other available potential benefits in the future.

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

CPI Contingent Consideration

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

Principles of Combination and Consolidation and Basis of Presentation

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

Agreements with PBF Energy Entities

Commercial Agreements

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

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

Refer to our 2019 Form 10-K and Note 11 “Related Party Transactions” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for a more complete description of our commercial agreements with PBF Holding, including those identified as leases.

Other Agreements

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

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

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

Factors Affecting the Comparability of Our Financial Results

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

Furthermore, our results of operations may not be comparable to our historical results of operations due to the termination of a processing agreement at our CPI facility, which resulted in an impairment charge to write-down the related processing unit assets and customer contract intangible asset of $3.0 million and $4.0 million, respectively. Refer to Note 5 “Property, Plant and Equipment, Net” and Note 6 “Goodwill and Intangibles” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for further discussion.

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

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

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

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

Third-Party Business. As of September 30, 2020, PBF Holding accounts for a substantial majority of our revenue and we continue to expect that a majority of our revenue for the foreseeable future will be derived from operations supporting PBF Holding’s refineries. We are examining 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

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

How We Evaluate Our Operations

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

Volumes. The amount of revenue we generate primarily depends on the volumes of crude oil, refined products and natural gas that we throughput at our terminaling and pipeline operations and our available and utilized storage capacity. These volumes are primarily affected by the supply of and demand for crude oil, refined products and natural gas in the markets served directly or indirectly by our assets. Although PBF Energy has committed to minimum volumes under certain commercial agreements, our results of operations will be impacted by:
PBF Energy’s utilization of our assets in excess of MVCs;
our ability to identify and execute accretive acquisitions and organic expansion projects and capture incremental PBF Energy or third-party volumes; and
our ability to increase throughput or storage volumes at our facilities and provide additional ancillary services at those terminals and pipelines.

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

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


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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.


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Results of Operations

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

Combined Overview. The following tables summarize our results of operations and financial data for the three and nine months ended September 30, 2020 and 2019. 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,
  2020 2019 2020 2019
(In thousands)
Revenue:
Affiliate $ 70,716  $ 78,026  $ 218,681  $ 224,014 
Third-party 18,294  8,351  52,487  23,958 
Total revenue 89,010  86,377  271,168  247,972 
Costs and expenses:    
Operating and maintenance expenses 22,730  28,356  75,385  86,825 
General and administrative expenses 4,112  4,552  12,798  18,142 
Depreciation and amortization 14,305  9,079  36,821  26,654 
Impairment expense 7,000  —  7,000  — 
Change in contingent consideration (14,765) —  (14,235) — 
Total costs and expenses 33,382  41,987  117,769  131,621 
Income from operations 55,628  44,390  153,399  116,351 
Other expense:    
Interest expense, net (10,544) (12,230) (33,929) (34,359)
Amortization of loan fees and debt premium (328) (444) (1,309) (1,339)
Accretion on discounted liabilities (594) (722) (1,726) (2,255)
Net income 44,162  30,994  116,435  78,398 
Less: Net income attributable to noncontrolling interest —  —  —  7,881 
Net income attributable to PBF Logistics LP unitholders $ 44,162  $ 30,994  $ 116,435  $ 70,517 
Other data:
EBITDA attributable to PBFX $ 59,281  $ 53,469  $ 174,457  $ 132,825 
Adjusted EBITDA 60,519  55,451  178,459  146,744 
Distributable cash flow 48,486  39,538  136,233  99,074 
Capital expenditures 1,763  8,028  9,635  23,180 


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Reconciliation of Non-GAAP Financial Measures

As described in “How We Evaluate Our Operations,” our management uses EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow to analyze our performance. The following table presents a reconciliation of EBITDA, EBITDA attributable to PBFX and distributable cash flow to net income, which is the most directly comparable GAAP financial measure of operating performance on a historical basis, for the periods indicated.
Three Months Ended
September 30,
Nine Months Ended
September 30,
  2020 2019 2020 2019
  (In thousands)
Net income
$ 44,162  $ 30,994  $ 116,435  $ 78,398 
Interest expense, net 10,544  12,230  33,929  34,359 
Amortization of loan fees and debt premium 328  444  1,309  1,339 
Accretion on discounted liabilities 594  722  1,726  2,255 
Change in contingent consideration (14,765) —  (14,235) — 
Impairment expense 7,000  —  7,000  — 
Depreciation and amortization 14,305  9,079  36,821  26,654 
EBITDA 62,168  53,469  182,985  143,005 
Less: Noncontrolling interest EBITDA —  —  —  10,180 
Less: Earnings attributable to the CPI earn-out 2,887  —  8,528  — 
EBITDA attributable to PBFX 59,281  53,469  174,457  132,825 
Non-cash unit-based compensation expense 995  1,271  3,242  5,622 
Cash interest (10,760) (12,334) (34,481) (34,760)
Maintenance capital expenditures attributable to PBFX (1,030) (2,868) (6,985) (4,613)
Distributable cash flow $ 48,486  $ 39,538  $ 136,233  $ 99,074 





















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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,
  2020 2019 2020 2019
  (In thousands)
Net cash provided by operating activities $ 61,741  $ 39,757  $ 141,429  $ 95,643 
Change in operating assets and liabilities (9,122) 2,753  10,869  18,625 
Interest expense, net 10,544  12,230  33,929  34,359 
Non-cash unit-based compensation expense (995) (1,271) (3,242) (5,622)
EBITDA 62,168  53,469  182,985  143,005 
Less: Noncontrolling interest EBITDA —  —  —  10,180 
Less: Earnings attributable to the CPI earn-out 2,887  —  8,528  — 
EBITDA attributable to PBFX 59,281  53,469  174,457  132,825 
Non-cash unit-based compensation expense 995  1,271  3,242  5,622 
Cash interest (10,760) (12,334) (34,481) (34,760)
Maintenance capital expenditures attributable to PBFX (1,030) (2,868) (6,985) (4,613)
Distributable cash flow $ 48,486  $ 39,538  $ 136,233  $ 99,074 

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,
  2020 2019 2020 2019
  (In thousands)
Net income $ 44,162  $ 30,994  $ 116,435  $ 78,398 
Interest expense, net 10,544  12,230  33,929  34,359 
Amortization of loan fees and debt premium 328  444  1,309  1,339 
Accretion on discounted liabilities 594  722  1,726  2,255 
Change in contingent consideration (14,765) —  (14,235) — 
Impairment expense 7,000  —  7,000  — 
Depreciation and amortization 14,305  9,079  36,821  26,654 
EBITDA 62,168  53,469  182,985  143,005 
Less: Noncontrolling interest EBITDA —  —  —  10,180 
Less: Earnings attributable to the CPI earn-out 2,887  —  8,528  — 
EBITDA attributable to PBFX 59,281  53,469  174,457  132,825 
Acquisition and transaction costs 281  116  3,389 
Non-cash unit-based compensation expense 995  1,271  3,242  5,622 
East Coast Terminals environmental remediation costs 237  430  644  4,026 
PNGPC tariff true-up adjustment —  —  —  882 
Adjusted EBITDA $ 60,519  $ 55,451  $ 178,459  $ 146,744 

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Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019

Summary

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

PBF-20200930_G1.JPG

The increase in net income was primarily due to the following:
an increase in total revenue of approximately $2.6 million, or 3.0%, primarily attributable to the recommencement of operations of certain assets at our East Coast storage facility, operations of recently constructed assets and inflation rate adjustments implemented in accordance with certain of our commercial agreements (the “Inflation Rate Increase”), offset by lower revenue attributable to certain assets not subject to MVC shortfall payments due to a reduction in throughput volumes as a result of the COVID-19 pandemic, as well as lower pass-through utilities fees;
a decrease in operating and maintenance expenses of approximately $5.6 million, or 19.8%, as a result of decreased discretionary spending, including outside service costs, in response to the COVID-19 pandemic, as well as lower utility expenses due to reduced energy usage and no remediation of product contamination costs in 2020 compared to costs incurred in 2019 for product contamination remediation at one of our terminals, offset by expenses related to the recommencement of operations of certain assets at our East Coast storage facility;
a decrease in general and administrative expenses of approximately $0.4 million, or 9.7%, as a result of decreased acquisition costs and unit-based compensation expense;
a decrease in change in contingent consideration of approximately $14.8 million due to the impending termination of the CPI Processing Agreement in Q4 2020 and the resulting elimination of the projected earn-out liability for future periods, offset by the increase in estimated future payouts for the current annual period of the CPI Processing Agreement; and
a decrease in other expenses of approximately $1.9 million, or 14.4%, primarily related to a decrease in interest expense as a result of lower borrowings under our Revolving Credit Facility and a decrease in accretion on discounted liabilities due to lower outstanding liability;

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offset by the following:
an increase in depreciation and amortization of approximately $5.2 million, or 57.6%, resulting from the accelerated depreciation and amortization of certain CPI tangible and intangible assets, which are subject to the impending termination of the CPI Processing Agreement in Q4 2020, as well as the timing of acquisitions and new assets being placed in service; and
an increase in impairment expense of $7.0 million resulting from an impairment charge, as a result of a contract termination, to write-down the related processing unit assets and customer contract intangible asset.

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

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

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

Summary

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

PBF-20200930_G2.JPG

The increase in net income was primarily due to the following:
an increase in total revenue of approximately $23.2 million, or 9.4%, primarily attributable to the recommencement of operations of certain assets at our East Coast storage facility, operations of

36


recently constructed assets and the Inflation Rate Increase, offset by lower revenue attributable to certain assets not subject to MVC shortfall payments due to a reduction in throughput volumes as a result of the COVID-19 pandemic, as well as lower pass-through utilities fees;
a decrease in operating and maintenance expenses of approximately $11.4 million, or 13.2%, as a result of decreased discretionary spending, including maintenance and outside service costs, in response to the COVID-19 pandemic, as well as lower environmental clean-up remediation costs, utility expenses due to reduced energy usage and no remediation of product contamination costs in 2020 compared to costs incurred in 2019 for product contamination remediation at one of our terminals, offset by expenses related to the recommencement of operations of certain assets at our East Coast storage facility;
a decrease in general and administrative expenses of approximately $5.3 million, or 29.5%, as a result of decreased acquisition costs and unit-based compensation expense;
a decrease in change in contingent consideration of approximately $14.2 million due to the impending termination of the CPI Processing Agreement in Q4 2020 and the resulting elimination of the projected earn-out liability for future periods, offset by the increase in estimated future payouts for the current annual period of the CPI Processing Agreement; and
a decrease in other expenses of approximately $1.0 million, or 2.6%, primarily related to a decrease in interest expense as a result of lower borrowings under our Revolving Credit Facility and a decrease in accretion on discounted liabilities due to lower outstanding liability;
offset by the following:
an increase in depreciation and amortization of approximately $10.2 million, or 38.1%, resulting from the accelerated depreciation and amortization of certain CPI tangible and intangible assets, which are subject to the impending termination of the CPI Processing Agreement in Q4 2020, as well as the timing of acquisitions and new assets being placed in service; and
an increase in impairment expense of $7.0 million resulting from an impairment charge, as a result of a contract termination, to write-down the related processing unit assets and customer contract intangible asset.

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

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




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Segment Information

Our operations are comprised of operating segments, which are strategic business units that offer different services in various geographical locations. We review operations in two reportable segments: (i) Transportation and Terminaling and (ii) Storage. Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of our reportable segments based on the segment operating income. Segment operating income is defined as net revenue less operating expenses and depreciation and amortization. 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 12 “Segment Information” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements.”

Transportation and Terminaling Segment

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

  Three Months Ended
September 30,
Nine Months Ended
September 30,
2020 2019 2020 2019
 (in thousands, except for total throughput and lease tank capacity)
Revenue:
Affiliate $ 60,662  $ 67,872  $ 187,517  $ 193,814 
Third-party 6,330  5,397  16,427  15,070 
Total revenue 66,992  73,269  203,944  208,884 
Costs and expenses:
Operating and maintenance expenses 16,605  22,622  55,282  67,377 
Depreciation and amortization 7,010  7,051  21,105  20,831 
Total costs and expenses 23,615  29,673  76,387  88,208 
Transportation and Terminaling Segment Operating Income $ 43,377  $ 43,596  $ 127,557  $ 120,676 
Key Operating Information
Transportation and Terminaling Segment
Terminals
Total throughput (bpd) (1)
199,139  334,340  240,159  287,027 
Lease tank capacity (average lease capacity barrels per month) (2)
2,587,334  2,088,044  2,343,637  2,229,890 
Pipelines
Total throughput (bpd) (1)
143,273  165,757  153,909  158,307 
Lease tank capacity (average lease capacity barrels per month) (2)
1,123,864  1,388,849  1,144,915  1,355,645 
(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.




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Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019

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

PBF-20200930_G3.JPG

The decrease in operating income was primarily due to the following:
a decrease in total revenue of approximately $6.3 million, or 8.6%, primarily attributable to a reduction in throughput volumes as a result of the COVID-19 pandemic, as well as lower pass-through utilities fees, offset by the Inflation Rate Increase;
offset by the following:
a decrease in operating and maintenance expenses of approximately $6.0 million, or 26.6%, as a result of decreased discretionary spending, including outside service costs, in response to the COVID-19 pandemic, as well as lower utility expenses due to reduced energy usage and no remediation of product contamination costs in 2020 compared to costs incurred in 2019 for product contamination remediation at one of our terminals.

Depreciation and amortization was consistent during the comparable periods.











39


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

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

PBF-20200930_G4.JPG

The increase in operating income was primarily due to the following:
a decrease in operating and maintenance expenses of approximately $12.1 million, or 18.0%, as a result of decreased discretionary spending, including maintenance and outside service costs, in response to the COVID-19 pandemic, as well as lower environmental clean-up remediation cost and utility expenses due to reduced energy usage and no remediation of product contamination costs in 2020 compared to costs incurred in 2019 for product contamination remediation at one of our terminals;
offset by the following:
a decrease in total revenue of approximately $4.9 million, or 2.4%, primarily attributable to a reduction in throughput volumes as a result of the COVID-19 pandemic, as well as lower pass-through utilities fees, offset by the Inflation Rate Increase; and
an increase in depreciation and amortization of approximately $0.3 million, or 1.3%, related to the timing of acquisitions and new assets being placed in service.










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Storage Segment

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

  Three Months Ended
September 30,
Nine Months Ended
September 30,
2020 2019 2020 2019
 (in thousands, except for storage capacity reserved and total throughput)
Revenue:
Affiliate $ 10,054  $ 10,154  $ 31,164  $ 30,200 
Third-party 11,964  2,954  36,060  8,888 
Total revenue 22,018  13,108  67,224  39,088 
Costs and expenses:
Operating and maintenance expenses 6,125  5,734  20,103  19,448 
Depreciation and amortization 7,295  2,028  15,716  5,823 
Impairment expense 7,000  —  7,000  — 
Change in contingent consideration (14,765) —  (14,235) — 
Total costs and expenses 5,655  7,762  28,584  25,271 
Storage Segment Operating Income $ 16,363  $ 5,346  $ 38,640  $ 13,817 
Key Operating Information
Storage Segment
Storage capacity reserved (average shell capacity barrels per month) (1)
7,687,505  8,033,679  7,634,264  8,006,785 
Total throughput (bpd) (2)
21,835  —  24,704  — 
(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.




















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Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019

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

PBF-20200930_G5.JPG

The increase in operating income was primarily due to the following:
an increase in total revenue of approximately $8.9 million, or 68.0%, primarily attributable to the recommencement of operations of certain assets at our East Coast storage facility and the Inflation Rate Increase; and
a decrease in change in contingent consideration of approximately $14.8 million due to the impending termination of the CPI Processing Agreement in Q4 2020 and the resulting elimination of the projected earn-out liability for future periods, offset by the increase in estimated future payouts for the current annual period of the CPI Processing Agreement;
offset by the following:
an increase in operating and maintenance expenses of approximately $0.4 million, or 6.8%, as a result of the recommencement of operations of certain assets at our East Coast storage facility, offset by decreased spending at our facilities due to cost cutting measures taken as a result of the COVID-19 pandemic, including lower maintenance activity;
an increase in depreciation and amortization of approximately $5.3 million, or 259.7%, resulting from the accelerated depreciation and amortization of certain CPI tangible and intangible assets, which are subject to the impending termination of the CPI Processing Agreement in Q4 2020, as well as the timing of acquisitions and new assets being placed in service; and
an increase in impairment expense of $7.0 million resulting from an impairment charge, as a result of a contract termination, to write-down the related processing unit assets and customer contract intangible asset.




42


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

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

PBF-20200930_G6.JPG

The increase in operating income was primarily due to the following:
an increase in total revenue of approximately $28.1 million, or 72.0%, primarily attributable to the recommencement of operations of certain assets at our East Coast storage facility and the Inflation Rate Increase; and
a decrease in change in contingent consideration of approximately $14.2 million due to the impending termination of the CPI Processing Agreement in Q4 2020 and the resulting elimination of the projected earn-out liability for future periods, offset by the increase in estimated future payouts for the current annual period of the CPI Processing Agreement;
offset by the following:
an increase in operating and maintenance expenses of approximately $0.7 million, or 3.4%, as a result of the recommencement of operations of certain assets at our East Coast storage facility, offset by decreased spending at our facilities due to cost cutting measures taken as a result of the COVID-19 pandemic, including lower maintenance activity;
an increase in depreciation and amortization of approximately $9.9 million, or 169.9%, resulting from the accelerated depreciation and amortization of certain CPI tangible and intangible assets, which are subject to the impending termination of the CPI Processing Agreement in Q4 2020, as well as the timing of acquisitions and new assets being placed in service; and
an increase in impairment expense of $7.0 million resulting from an impairment charge, as a result of a contract termination, to write-down the related processing unit assets and customer contract intangible asset.




43


Liquidity and Capital Resources

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

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

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

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

During the nine months ended September 30, 2020, we made cash distribution payments as follows (in thousands, except per unit data):
Related Earnings Period: Q4 2019 Q1 2020 Q2 2020
Distribution date March 17, 2020 June 17, 2020 August 26, 2020
Record date February 25, 2020 May 27, 2020 August 13, 2020
Per unit $ 0.5200  $ 0.3000  $ 0.3000 
To public common unitholders $ 16,732  $ 9,719  $ 9,720 
To PBF LLC 15,576  8,986  8,986 
Total distribution $ 32,308  $ 18,705  $ 18,706 



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Credit Facilities

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

During the nine months ended September 30, 2020, PBFX made net repayments of $70.0 million under the Revolving Credit Facility.

Our 6.875% Senior Notes due 2023 (the “2023 Notes”) have an aggregate principal amount of $525.0 million with interest payable semi-annually on May 15 and November 15. The 2023 Notes mature on May 15, 2023. The 2023 Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations or restrictions on us and our restricted subsidiaries’ ability to, among other things, make distributions. These covenants are subject to a number of important limitations and exceptions. As of September 30, 2020, 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,
  2020 2019
  (In thousands)
Net cash provided by operating activities $ 141,429  $ 95,643 
Net cash used in investing activities (9,635) (23,180)
Net cash used in financing activities (138,909) (39,793)
Net change in cash and cash equivalents $ (7,115) $ 32,670 

Cash Flows from Operating Activities

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

Cash Flows from Investing Activities

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

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

Cash Flows from Financing Activities

Net cash used in financing activities increased by approximately $99.1 million to $138.9 million for the nine months ended September 30, 2020 compared to $39.8 million for the nine months ended September 30, 2019. Net cash used in financing activities for the nine months ended September 30, 2020 consisted of net repayments of $70.0 million under our Revolving Credit Facility and distributions to unitholders of $69.7 million, offset by deferred financing costs and other costs of $0.8 million. Net cash used in financing activities for the nine months ended September 30, 2019 consisted of the acquisition of the Torrance Valley Pipeline Company LLC (“TVPC”) noncontrolling interest for $200.0 million, distributions to unitholders of $91.6 million and distributions to TVPC members of $8.5 million, offset by proceeds from issuance of common units of $132.5 million, net borrowings under our Revolving Credit Facility of $127.0 million and deferred financing costs and other costs of $0.8 million.

Capital Expenditures

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

Capital expenditures for the nine months ended September 30, 2020 and 2019 were as follows:
Nine Months Ended September 30,
2020 2019
(In thousands)
Expansion $ 1,789  $ 17,730 
Maintenance 6,985  4,992 
Regulatory 861  458 
Total capital expenditures $ 9,635  $ 23,180 

We currently expect to spend an additional aggregate of between approximately $6.5 million and $11.0 million for the remainder of 2020 for capital expenditures. Of the total expected capital expenditures, between approximately $2.5 million and $4.0 million relate to maintenance capital expenditures. We anticipate the forecasted maintenance capital expenditures will be funded primarily with cash from operations and through borrowings under the Revolving Credit Facility as needed. We currently have not included any potential future acquisitions in our budgeted capital expenditures for the remainder of 2020. 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.

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Contractual Obligations

With the exception of activity under the Revolving Credit Facility, there have been no significant changes in our contractual obligations since those reported in our 2019 Form 10-K. Refer to Note 7 “Debt” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information regarding our debt obligations.

Off-Balance Sheet Arrangements

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

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

As of September 30, 2020, we have recorded a total liability related to environmental remediation costs of $1.9 million related to existing environmental liabilities. Refer to Note 10 “Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information.