Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark one)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2018
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)
 

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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No o
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 o
 
Accelerated filer þ
 
Non-accelerated filer o
 
Smaller reporting company o
Emerging growth company þ
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 o No þ
As of October 29, 2018, there were 45,347,196 common units outstanding.




PBF LOGISTICS LP

TABLE OF CONTENTS

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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, 2018, owned 99.0% 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 19,953,631 of PBFX’s common units constituting an aggregate 44.0% limited partner interest in PBFX and owns all of PBFX’s incentive distribution rights (“IDRs”), with the remaining 56.0% limited partner interest owned by public unitholders as of September 30, 2018.
 
Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q (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 and storage assets, previously operated and owned by certain of PBF Holding’s currently and previously held subsidiaries. As of September 30, 2018, PBF Holding, together with its subsidiaries, owns and operates five 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” and “we,” “our,” “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 upon 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,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q; in our Annual Report on Form 10-K for the year ended December 31, 2017, which we refer to as our 2017 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:
•
our limited operating history as a separate public partnership;
•
changes in general economic conditions;
•
our ability to make, complete and integrate acquisitions from affiliates or third parties, and to realize the benefits from such acquisitions;
•
our ability to have sufficient cash from operations to enable us to pay the minimum quarterly distribution;
•
competitive conditions in our industry;
•
actions taken by our customers and competitors;
•
the supply of, and demand for, crude oil, refined products, natural gas and logistics services;
•
our ability to successfully implement our business plan;
•
our dependence on PBF Energy for a substantial majority of our revenues subjects us to the business risks of PBF Energy, which includes the possibility that contracts will not be renewed because they are no longer beneficial for PBF Energy;
•
a substantial majority of our revenue is generated at certain of PBF Energy’s facilities, and any adverse development at any of these facilities could have a material adverse effect on us;
•
our ability to complete internal growth projects on time and on budget;
•
the price and availability of debt and equity financing;
•
operating hazards and other risks incidental to handling crude oil, petroleum products and natural gas;
•
natural disasters, weather-related delays, casualty losses and other matters beyond our control;


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•
interest rates;
•
labor relations;
•
changes in the availability and cost of capital;
•
the effects of existing and future laws and governmental regulations, including those related to the shipment of crude oil by trains;
•
changes in insurance markets impacting costs and the level and types of coverage available;
•
the timing and extent of changes in commodity prices and demand for PBF Energy’s refined products and natural gas and the differential in the prices of different crude oils;
•
the suspension, reduction or termination of PBF Energy’s obligations under our commercial agreements;
•
disruptions due to equipment interruption or failure at our facilities, PBF Energy’s facilities or third-party facilities on which our business is dependent;
•
incremental costs as a separate public partnership;
•
our general partner and its affiliates, including PBF Energy, have conflicts of interest with us and limited duties to us and our unitholders, and they may favor their own interests to the detriment of us and our other common unitholders;
•
our partnership agreement restricts the remedies available to holders of our common units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty;
•
holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors;
•
our tax treatment depends on our status as a partnership for U.S. federal income tax purposes, as well as our not being subject to a material amount of entity level taxation by individual states;
•
changes at any time (including on a retroactive basis) in the tax treatment of publicly traded partnerships, including related impacts on potential dropdown transactions with PBF LLC, or an investment in our common units;
•
our unitholders will be required to pay taxes on their share of our taxable income even if they do not receive any cash distributions from us;
•
the effects of future litigation; and
•
other factors discussed elsewhere in this Form 10-Q.
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 United States, 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,
2018
 
December 31, 2017*
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
18,022

 
$
19,664

Accounts receivable - affiliates
 
33,454

 
40,817

Accounts receivable
 
3,010

 
1,423

Prepaids and other current assets
 
3,496

 
1,793

Total current assets
 
57,982

 
63,697

Property, plant and equipment, net
 
736,876

 
684,488

Goodwill
 
6,332

 
—

Other non-current assets
 
5,660

 
30

Total assets
 
$
806,850

 
$
748,215

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable - affiliates
 
$
17,659

 
$
8,352

Accounts payable and accrued liabilities
 
24,056

 
19,794

Deferred revenue
 
1,183

 
1,438

Total current liabilities
 
42,898

 
29,584

Long-term debt
 
567,152

 
548,793

Other long-term liabilities
 
1,612

 
2,078

Total liabilities
 
611,662

 
580,455

 
 
 
 
 
Commitments and contingencies (Note 9)
 

 

 
 
 
 
 
Equity:
 
 
 
 
Net investment - Predecessor
 
—

 
10,665

Common unitholders (45,347,196 and 41,900,708 units issued and outstanding, as of September 30, 2018 and December 31, 2017, respectively)
 
22,784

 
(17,544
)
IDR holder - PBF LLC
 
3,641

 
2,736

Total PBF Logistics LP equity
 
26,425

 
(4,143
)
Noncontrolling interest
 
168,763

 
171,903

Total equity
 
195,188

 
167,760

Total liabilities and equity
 
$
806,850

 
$
748,215

* Prior-period financial information has been retrospectively adjusted for the Development Assets Acquisition (as defined in Note 1 “Description of the Business and Basis of Presentation” of the Notes to Condensed Consolidated Financial Statements).

See Notes to Condensed Consolidated Financial Statements.
5



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,
 
 
2018*
 
2017*
 
2018*
 
2017*
Revenue:
 
 
 
 
 
 
 
 
Affiliate
 
$
66,140

 
$
62,359

 
$
190,789

 
$
176,916

Third-party
 
4,416


3,836


12,606


13,459

Total revenue
 
70,556

 
66,195

 
203,395

 
190,375

 
 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
 
 
Operating and maintenance expenses
 
20,803

 
17,704

 
61,407

 
52,567

General and administrative expenses
 
4,725

 
3,534

 
15,504

 
12,947

Depreciation and amortization
 
7,451

 
5,756

 
21,185

 
17,096

Total costs and expenses
 
32,979

 
26,994

 
98,096

 
82,610

 
 
 
 
 
 
 
 
 
Income from operations
 
37,577

 
39,201

 
105,299

 
107,765

 
 
 
 
 
 
 
 
 
Other expense:
 
 
 
 
 
 
 
 
Interest expense, net
 
(10,070
)
 
(7,416
)
 
(29,684
)
 
(22,493
)
Amortization of loan fees and debt premium
 
(497
)
 
(332
)
 
(1,256
)
 
(1,125
)
Net income
 
27,010

 
31,453

 
74,359

 
84,147

Less: Net loss attributable to Predecessor
 
(80
)
 
(1,219
)
 
(2,443
)
 
(3,863
)
Less: Net income attributable to noncontrolling interest
 
4,725

 
3,799

 
13,110

 
11,218

Net income attributable to the partners
 
22,365

 
28,873

 
63,692

 
76,792

Less: Net income attributable to the IDR holder
 
3,641

 
2,526

 
10,011

 
6,319

Net income attributable to PBF Logistics LP unitholders
 
$
18,724

 
$
26,347

 
$
53,681

 
$
70,473

 
 
 
 
 
 
 
 
 
Net income per limited partner unit:
 
 
 
 
 
 
 
 
Common units - basic
 
$
0.42

 
$
0.63

 
$
1.25

 
$
1.69

Common units - diluted
 
0.42

 
0.63

 
1.25

 
1.69

Subordinated units - basic and diluted
 
—

 
—

 
—

 
1.61

 
 
 
 
 
 
 
 
 
Weighted-average limited partner units outstanding:
 
 
 
 
 
 
 
 
Common units - basic
 
44,518,365

 
42,127,288

 
42,965,502

 
33,280,957

Common units - diluted
 
44,612,522

 
42,161,008

 
43,015,817

 
33,309,555

Subordinated units - basic and diluted
 
—

 
—

 
—

 
8,787,068

 
 
 
 
 
 
 
 
 
Cash distribution declared per unit
 
$
0.5000

 
$
0.4800

 
$
1.4850

 
$
1.4100

* Current and prior-period financial information has been retrospectively adjusted for the Development Assets Acquisition (as defined in Note 1 “Description of the Business and Basis of Presentation” of the Notes to Condensed Consolidated Financial Statements).

See Notes to Condensed Consolidated Financial Statements.
6



PBF LOGISTICS LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 
 
Nine Months Ended September 30,
 
 
2018*
 
2017*
Cash flows from operating activities:
 
 
 
 
Net income
 
$
74,359

 
$
84,147

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
21,185

 
17,096

Amortization of loan fees and debt premium
 
1,256

 
1,125

Unit-based compensation expense
 
4,549

 
4,515

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable - affiliates
 
7,363

 
818

Accounts receivable
 
(1,587
)
 
3,188

Prepaids and other current assets
 
(1,703
)
 
(329
)
Accounts payable - affiliates
 
9,307

 
500

Accounts payable and accrued liabilities
 
4,624

 
7,705

Deferred revenue
 
(255
)
 
39

Other assets and liabilities
 
(1,516
)
 
(1,128
)
Net cash provided by operating activities
 
117,582

 
117,676

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Knoxville Terminals Purchase
 
(58,000
)
 
—

Toledo Products Terminal Acquisition
 
—

 
(10,097
)
Expenditures for property, plant and equipment
 
(28,627
)
 
(62,003
)
Purchases of marketable securities
 
—

 
(75,036
)
Maturities of marketable securities
 
—

 
115,060

Net cash used in investing activities
 
$
(86,627
)
 
$
(32,076
)
* Current and prior-period financial information has been retrospectively adjusted for the Development Assets Acquisition (as defined in Note 1 “Description of the Business and Basis of Presentation” of the Notes to Condensed Consolidated Financial Statements).



















See Notes to Condensed Consolidated Financial Statements.
7



PBF LOGISTICS LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(unaudited, in thousands)
 
 
Nine Months Ended September 30,
 
 
2018*
 
2017*
Cash flows from financing activities:
 
 
 
 
Net proceeds from issuance of common units
 
$
34,820

 
$
—

Distributions to unitholders
 
(72,471
)
 
(62,794
)
Distributions to TVPC members
 
(16,250
)
 
(17,348
)
Contribution from parent
 
4,201

 
9,405

Proceeds from revolving credit facility
 
64,000

 
—

Repayment of revolving credit facility
 
(43,700
)
 
—

Repayment of term loan
 
—

 
(39,664
)
Deferred financing costs
 
(3,197
)
 
—

Net cash used in financing activities
 
(32,597
)
 
(110,401
)
 
 
 
 
 
Net change in cash and cash equivalents
 
(1,642
)
 
(24,801
)
Cash and cash equivalents at beginning of year
 
19,664

 
64,221

Cash and cash equivalents at end of period
 
$
18,022

 
$
39,420

 
 
 
 
 
Supplemental disclosure of non-cash investing and financing activities:
 
 
 
 
Accrued capital expenditures
 
$
85

 
$
14,859

Issuance of affiliate note payable
 
—

 
11,600

Units issued as consideration for acquisitions
 
31,586

 
—

* Current and prior-period financial information has been retrospectively adjusted for the Development Assets Acquisition (as defined in Note 1 “Description of the Business and Basis of Presentation” of the Notes to Condensed Consolidated Financial Statements).

See Notes to Condensed Consolidated Financial Statements.
8

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


1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

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, 2018, owned 99.0% 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 19,953,631 PBFX common units constituting an aggregate 44.0% limited partner interest in PBFX and owns all of PBFX’s incentive distribution rights (“IDRs”), with the remaining 56.0% limited partner interest owned by public unitholders as of September 30, 2018.

PBFX engages in 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 also generate revenue from third-party transactions.

On April 16, 2018, the Partnership’s wholly-owned subsidiary, PBF Logistics Products Terminals LLC (“PLPT”), completed the purchase of two refined product terminals located in Knoxville, Tennessee, which include product tanks, pipeline connections to the Colonial and Plantation pipeline systems and truck loading facilities (the “Knoxville Terminals”) from Cummins Terminals, Inc. (“Cummins”) for total cash consideration of approximately $58,000, excluding working capital adjustments (the “Knoxville Terminals Purchase”). This acquisition was accounted for as a business combination under U.S. generally accepted accounting principles (“GAAP”). Refer to Note 3 “Acquisitions” of the Notes to Condensed Consolidated Financial Statements for further discussion regarding the Knoxville Terminals Purchase.

On July 16, 2018, PBFX entered into an agreement with Crown Point International, LLC, formerly known as Axeon Specialty Products LLC, to purchase its wholly-owned subsidiary, CPI Operations LLC (the “East Coast Storage Assets Acquisition”) for total consideration of $107,000, which is comprised of an initial payment at closing of $75,000 with the balance being payable one year after closing. The East Coast Storage Assets Acquisition closed on October 1, 2018. This acquisition will be accounted for as a business combination under GAAP.

On July 16, 2018, the Partnership entered into four contribution agreements with PBF LLC pursuant to which PBF Energy contributed to PBFX certain of its subsidiaries (the “Development Assets Contribution Agreements”). Pursuant to the Development Assets Contribution Agreements, the Partnership acquired from PBF LLC all of the issued and outstanding limited liability company interests of: Toledo Rail Logistics Company LLC (“TRLC”), whose assets consist of a loading and unloading rail facility located at PBF Holding’s Toledo Refinery (the “Toledo Rail Products Facility”); Chalmette Logistics Company LLC (“CLC”), whose assets consist of a truck loading rack facility (the “Chalmette Truck Rack”) and a rail yard facility (the “Chalmette Rosin Yard”), both of which are located at PBF Holding’s Chalmette Refinery; Paulsboro Terminaling Company LLC (“PTC”), whose assets consist of a lube oil terminal facility located at PBF Holding’s Paulsboro Refinery (the “Paulsboro Lube Oil Terminal”); and DCR Storage and Loading Company LLC (“DSLC”), whose assets consist of an ethanol storage facility located at PBF Holding’s Delaware City Refinery (the “Delaware Ethanol Storage Facility” and collectively with the Toledo Rail Products Facility, the Chalmette Truck Rack, the Chalmette Rosin Yard, and the Paulsboro Lube Oil Terminal, the “Development Assets”). The acquisition of the Development Assets closed on July 31, 2018 for total consideration of $31,586, consisting of 1,494,134 common units issued to PBF LLC (the “Development Assets Acquisition”). This acquisition was accounted for as a transfer of assets between entities under common control under GAAP. Refer to Note 3 “Acquisitions” of the Notes to Condensed Consolidated Financial Statements for further discussion regarding the Development Assets Acquisition.




9
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


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 drop-down 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. Accordingly, the accompanying condensed consolidated financial statements and related notes present the results of operations and cash flows of our Predecessor for all periods presented prior to the effective date of each transaction. The financial statements of our Predecessor have been prepared from the separate records maintained by PBF Energy and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Predecessor had been operated as an unaffiliated entity. See (i) the Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 Form 10-K”) for additional information regarding the Acquisitions from PBF and the commercial agreements and amendments to other agreements with related parties executed in connection with these acquisitions, and (ii) Note 3 “Acquisitions” of the Notes to Condensed Consolidated Financial Statements for further discussion regarding the Development Assets Acquisition.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Accordingly, they 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 and the 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, 2018 are not necessarily indicative of the results that may be expected for the full year.

The Predecessor generally did not historically operate its respective assets for the purpose of generating revenues independent of other PBF Energy businesses prior to PBFX’s IPO or for assets acquired in the Acquisitions from PBF, prior to the effective dates of each transaction, with the exception of the Paulsboro Lube Oil Terminal. All intercompany accounts and transactions have been eliminated.

Summary of Significant Accounting Policies

Goodwill

Goodwill, related to an acquisition, is calculated as the excess of the purchase price over the fair value of the identifiable net assets and is carried at cost. Goodwill is not amortized for financial reporting purposes; however, it is subject to annual assessment to determine if an impairment of goodwill has occurred. The Partnership performs this impairment review annually as of July 1, or in any period prior to the annual assessment in which the Partnership experiences any circumstances that would indicate an impairment exists, such as disruptions in its business or other significant declines in results. An impairment loss is recorded if the implied fair value of the reporting unit is less than the carrying value. Reporting units are based on a component of the business with discrete financial information that management reviews on a regular basis. The Partnership reviews its reporting units on an annual basis.

Intangibles

The Partnership’s intangibles are comprised of customer relationships, which were acquired in connection with the Knoxville Terminals Acquisition and were recorded at estimated fair value at the date of acquisition.

Intangibles with definite lives are amortized using the straight-line method over their relative estimated useful life, or the period of which they provide an economic benefit. The customer relationships estimated useful life for


10
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


the Knoxville Terminals Acquisition were determined to be 10 years. Intangible assets are included in “Other non-current assets.”

Recently Adopted Accounting Guidance

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606), “Revenue from Contracts with Customers” (“ASC 606”). ASC 606 supersedes the revenue recognition requirements in Accounting Standards Codification 605 “Revenue Recognition” (“ASC 605”), and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Partnership adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method. See Note 2 “Revenue” of the Notes to Condensed Consolidated Financial Statements for further details.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), to increase the transparency and comparability about leases among entities. Additional ASUs have been issued subsequent to ASU 2016-02 to provide supplementary clarification and implementation guidance for leases related to, among other things, the application of certain practical expedients, the rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments (collectively, the Partnership refers to ASU 2016-02 and these additional ASUs as the “Updated Lease Guidance”). The Updated Lease Guidance requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. The Updated Lease Guidance is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. While early adoption is permitted, the Partnership will not early adopt the Updated Lease Guidance. The Partnership has established a working group to study the implementation of the Updated Lease Guidance and has instituted a task plan designed to meet the requirements and implementation deadline. The Partnership has also evaluated and purchased a lease software system, completed software design and configuration of the system, and substantially completed testing the implementation of the selected system. The working group continues to evaluate the impact of the Updated Lease Guidance on the Partnership’s consolidated financial statements and related disclosures and has designed and begun implementing business processes and controls to address the new guidance. While the assessment of this standard is ongoing, the Partnership has identified that the most significant impacts of the Updated Lease Guidance will be to bring nearly all leases, with the exception of certain short-term leases, on its balance sheet reflected as right of use assets and lease obligation liabilities as well as accelerating recognition of the interest expense component of financing leases. The new standard will also require additional disclosures for financing and operating leases. The Updated Lease Guidance allows for certain practical expedients, certain of which the Partnership has elected to adopt, including, among others, the expedient to carry forward the classification of leases under current lease guidance once the Updated Lease Guidance becomes effective, the expedient to not include short-term leases on the Partnership’s balance sheet and to avail itself of the additional transition method whereby the Partnership will apply the Updated Lease Guidance on the effective date and recognize a cumulative-effect adjustment to opening retained earnings.

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”) to provide updated guidance on goodwill impairment testing. Under ASU 2017-04, goodwill impairment Step 2 would be eliminated. This step required a comparison of the implied fair value and carrying value of goodwill of the reporting unit. Subsequent to the effective date of ASU 2017-04, during the annual, or if applicable, interim goodwill impairment assessment, entities would perform the test by comparing the fair value of the reporting unit with the carrying value of the reporting unit. The impairment charge would be the excess amount of which carrying value is greater than fair value, with the total amount limited to the carrying value of goodwill. ASU 2017-04 is effective for annual or, if applicable, interim goodwill impairment assessments beginning


11
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


after December 15, 2019. Early adoption is permitted. The Partnership is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

2. REVENUE

Adoption of ASC 606

Prior to January 1, 2018, the Partnership recognized revenue from customers when all of the following criteria were met: (i) persuasive evidence of an exchange arrangement existed, (ii) delivery had occurred or services had been rendered, (iii) the buyer’s price was fixed or determinable and (iv) collectability was reasonably assured. Amounts billed in advance of the period in which the service was rendered or product delivered were recorded as deferred revenue. 

Effective January 1, 2018, the Partnership adopted ASC 606. As a result, the Partnership has changed the accounting policy for the recognition of revenue from contracts with customers as detailed below.

The Partnership adopted ASC 606 using the modified retrospective method, which has been applied for the three and nine months ended September 30, 2018. The Partnership has applied ASC 606 only to those contracts that were not complete as of January 1, 2018. As such, the financial information for prior periods has not been adjusted and continues to be reported under ASC 605. The Partnership did not record a cumulative effect adjustment upon initially applying ASC 606 as there was not a significant impact upon adoption; however, the details of significant qualitative and quantitative disclosure changes upon implementing ASC 606 are discussed below.

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 noted in Note 11 “Segment Information” of the Notes to Condensed Consolidated Financial Statements, the Partnership’s business consists of two reportable segments: (i) Transportation and Terminaling and (ii) Storage.

The following table provides information relating to the Partnership’s revenues for each service category by segment for the periods presented:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2018*
 
2017*
 
2018*
 
2017*
Transportation and Terminaling Segment
 
 
 
 
 
 
 
 
Terminaling
 
$
31,387

 
$
32,599

 
$
87,848

 
$
95,446

Pipeline
 
19,886

 
17,185

 
57,592

 
48,762

Other
 
12,738

 
10,824

 
37,375

 
29,316

Total
 
64,011

 
60,608

 
182,815

 
173,524

Storage Segment
 
 
 
 
 
 
 
 
Storage
 
6,545

 
5,587

 
20,580

 
16,851

Total
 
6,545

 
5,587

 
20,580

 
16,851

Total Revenue
 
$
70,556

 
$
66,195

 
$
203,395

 
$
190,375

* Current and prior-period financial information has been retrospectively adjusted for the Development Assets Acquisition.

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


12
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


Minimum Volume Commitments

Transportation and Terminaling

The Partnership’s Transportation and Terminaling segment consists of product terminals, pipelines, crude unloading facilities and other facilities capable of handling barges and ships. Certain of these 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 a deficiency payment equal to the volume of the deficiency multiplied by the contractual rate then in effect. The deficiency payment is 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 the amount of any such deficiency payments as a credit for volumes transported on the applicable pipeline or terminal system in excess of its MVC during the following quarters under the terms of the applicable agreement. The Partnership recognizes operating revenues for the deficiency payments when credits are used for volumes transported in excess of MVCs or at the end of the contractual period. If the Partnership determines, based on all available information, that it is remote that the Partnership’s customer will utilize these deficiency payments, the amount of the expected unused credits will be recognized as operating revenues in the period when that determination is made. The use or recognition of the credits is recorded as a reduction to deferred revenue.

Storage

The Partnership earns storage revenue under the crude oil and refined products storage contracts through capacity reservation agreements, where 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.

As of September 30, 2018, future fees for MVCs to be received related to noncancelable commercial terminaling, pipeline and storage agreements were as follows:
2018
$
55,218

2019
221,024

2020
222,050

2021
221,759

2022
138,674

Thereafter
483,752

Total MVC payments to be received
$
1,342,477


Leases

Certain of the Partnership’s commercial agreements are considered operating leases. Under these leasing agreements, the Partnership provides access to storage tanks and/or use of throughput assets that convey the right to control the use of an identified asset to the customer. The Partnership accounts for these transactions under ASC 840 “Leases.” These lease arrangements accounted for $31,514 and $91,439 of the Partnership’s revenue for the three and nine months ended September 30, 2018, respectively, which have been retrospectively adjusted for the Development Assets Acquisition.

Deferred Revenue

The Partnership records deferred revenues when cash payments are received or due in advance of performance, including amounts which are refundable. Deferred revenue was $1,183 and $1,438 as of


13
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


September 30, 2018 and December 31, 2017, respectively. The decrease in the deferred revenue balance as of September 30, 2018 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 our customer and the services offered. The period between invoicing and when payment is due is not significant (i.e., generally within two months). For certain services and customer types, the Partnership requires payment before the services are performed for the customer.

Significant Judgment and Practical Expedients

For performance obligations, the Partnership determined that customers are able to obtain control of these services over time. The Partnership determined that these performance obligations, which are satisfied over time, are considered a series that generally have the same pattern of transfer to customers. For stand ready performance obligations, the Partnership generally recognizes revenue over time on a straight-line basis under the time-elapsed output method as the Partnership believes this is a reasonable basis in determining how customers obtain the benefits of the Partnership’s services. For non-stand ready performance obligations, the Partnership generally recognizes revenue over time based on actual performance (current period volumes multiplied by the applicable rate per unit of volume) as the Partnership believes this accurately depicts the transfer of benefits to customers.
  
The Partnership did not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Partnership recognizes revenue at the amount to which the Partnership has the right to invoice for services performed.

3. ACQUISITIONS

Knoxville Terminals Purchase

On April 16, 2018, the Partnership’s wholly-owned subsidiary, PLPT, completed the third-party Knoxville Terminals Purchase. The Knoxville Terminals consist of two refined product terminals located in Knoxville, Tennessee, which include product tanks, pipeline connections to the Colonial and Plantation pipeline systems and truck loading facilities.

The aggregate purchase price for the Knoxville Terminals Purchase was $58,000, excluding working capital. The consideration was financed through a combination of cash on hand and borrowings under the Partnership’s Revolving Credit Facility (as defined in Note 6 “Debt” of the Notes to Condensed Consolidated Financial Statements).

PBFX accounted for the Knoxville Terminals Purchase as a business combination under GAAP whereby the Partnership recognizes assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition. Any excess consideration transferred over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. The fair value allocation is subject to adjustment pending completion of the final purchase valuation which was in process as of September 30, 2018.












14
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


The total purchase consideration and the estimated fair values of the assets and liabilities at the effective date of the Knoxville Terminals Purchase were as follows:
 
Purchase Price
Gross purchase price
$
58,000

Working capital
356

Total consideration
$
58,356

 
Fair Value Allocation
Prepaids and other current assets
$
356

Property, plant and equipment
45,768

Intangibles
5,900

Goodwill
6,332

Estimated fair value of net assets acquired
$
58,356


The Partnership’s condensed consolidated financial statements for the three and nine months ended September 30, 2018 include the results of operations of the Knoxville Terminals since April 16, 2018, during which period the Knoxville Terminals contributed affiliate revenue of $385, third-party revenue of $3,180 and net income of $1,072. On an unaudited pro forma basis, the revenues and net income of PBFX assuming the acquisition had occurred on January 1, 2017, for the periods indicated, are shown below. The unaudited pro forma information does not purport to present what PBFX’s actual results would have been had the Knoxville Terminals Purchase occurred on January 1, 2017, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense related to the acquisition and interest expense associated with the Knoxville Terminals Purchase financing.
 
Nine Months Ended September 30, 2018*
 
Nine Months Ended September 30, 2017*
 
Pro forma revenues
$
206,925

 
$
201,076

Pro forma net income attributable to PBF Logistics LP unitholders:
54,093

 
69,807

Pro forma net income available per limited partner units:
 
 
 
Common units - basic
$
1.26

 
$
1.68

Common units - diluted
1.26

 
1.68

Subordinated units - basic and diluted
—

 
1.60

* Current and prior-period financial information has been retrospectively adjusted for the Development Assets Acquisition.

Development Assets Acquisition

On July 31, 2018, the Partnership closed the Development Assets Acquisition. Pursuant to the Development Assets Contribution Agreements, the Partnership acquired from PBF LLC all of the issued and outstanding limited liability company interests of TRLC, whose assets consist of the Toledo Rail Products Facility; CLC, whose assets consist of the Chalmette Truck Rack and the Chalmette Rosin Yard; PTC, whose assets consist of the Paulsboro Lube Oil Terminal; and DSLC, whose assets consist of the Delaware Ethanol Storage Facility. In connection with the Development Asset Acquisition, the Partnership entered into various commercial agreements with PBF Holding and assumed a commercial agreement with a third-party. The Development Assets Acquisition closed on July 31, 2018 for total consideration of $31,586, consisting of 1,494,134 common units issued to PBF LLC.

As the Development Assets Acquisition was considered a transfer of assets between entities under common control, TRLC’s, CLC’s, PTC’s and DSLC’s assets and liabilities were transferred at their historical carrying value, or $12,677, as of July 31, 2018. The financial information of PBFX contained herein has been retrospectively adjusted to include the historical results of the Development Assets, with the exception of the Delaware Ethanol


15
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


Storage Facility, which is considered an asset purchase, as if the Development Assets were owned by the Partnership for all periods presented. Net loss attributable to the Development Assets Acquisition prior to the effective date was allocated entirely to PBF GP as if only PBF GP had rights to that net loss; therefore, there is no retrospective adjustment to net income per unit.

The following tables present the Partnership’s statement of financial position and results of operations giving retrospective effect to the Development Assets Acquisition as of and for the periods presented.
 
 
December 31, 2017
 
 
PBF Logistics
 
Development Assets
 
Consolidated
ASSETS
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
19,664

 
$
—

 
$
19,664

Accounts receivable - affiliates
 
40,817

 
—

 
40,817

Accounts receivable
 
1,423

 
—

 
1,423

Prepaids and other current assets
 
1,793

 
—

 
1,793

Total current assets
 
63,697

 
—

 
63,697

Property, plant and equipment, net
 
673,823

 
10,665

 
684,488

Other non-current assets
 
30

 
—

 
30

Total assets
 
$
737,550

 
$
10,665

 
$
748,215

 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
Accounts payable - affiliates
 
$
8,352

 
$
—

 
$
8,352

Accounts payable and accrued liabilities
 
19,794

 
—

 
19,794

Deferred revenue
 
1,438

 
—

 
1,438

Total current liabilities
 
29,584

 
—

 
29,584

Long-term debt
 
548,793

 
—

 
548,793

Other long-term liabilities
 
2,078

 
—

 
2,078

Total liabilities
 
580,455

 
—

 
580,455

 
 
 
 
 
 
 
Commitments and contingencies (Note 9)
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity:
 
 
 
 
 
 
Net investment - Predecessor
 
—

 
10,665

 
10,665

Common unitholders
 
(17,544
)
 
—

 
(17,544
)
IDR holder - PBF LLC
 
2,736

 
—

 
2,736

Total PBF Logistics LP equity
 
(14,808
)
 
10,665

 
(4,143
)
Noncontrolling interest
 
171,903

 
—

 
171,903

Total equity
 
157,095

 
10,665

 
167,760

Total liabilities and equity
 
$
737,550

 
$
10,665

 
$
748,215




16
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


 
 
Three Months Ended September 30, 2018
 
 
PBF Logistics
 
Development Assets
 
Consolidated Results
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
Affiliate
 
$
66,140

 
$
—

 
$
66,140

Third-party
 
3,889

 
527

 
4,416

Total revenue
 
70,029

 
527

 
70,556

 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
Operating and maintenance expenses
 
20,268

 
535

 
20,803

General and administrative expenses
 
4,725

 
—

 
4,725

Depreciation and amortization
 
7,379

 
72

 
7,451

Total costs and expenses
 
32,372

 
607

 
32,979

 
 
 
 
 
 
 
Income (loss) from operations
 
37,657

 
(80
)
 
37,577

 
 
 
 
 
 
 
Other expense:
 
 
 
 
 
 
Interest expense, net
 
(10,070
)
 
—

 
(10,070
)
Amortization of loan fees and debt premium
 
(497
)
 
—

 
(497
)
Net income (loss)
 
27,090

 
(80
)
 
27,010

Less: Net loss attributable to Predecessor
 
—

 
(80
)
 
(80
)
Less: Net income attributable to noncontrolling interest
 
4,725

 
—

 
4,725

Net income attributable to the partners
 
22,365

 
—

 
22,365

Less: Net income attributable to the IDR holder
 
3,641

 
—

 
3,641

Net income attributable to PBF Logistics LP unitholders
 
$
18,724

 
$
—

 
$
18,724




17
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


 
 
Three Months Ended September 30, 2017
 
 
PBF Logistics
 
Development Assets
 
Consolidated Results
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
Affiliate
 
$
62,359

 
$
—

 
$
62,359

Third-party
 
3,135

 
701

 
3,836

Total revenue
 
65,494

 
701

 
66,195

 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
Operating and maintenance expenses
 
15,930

 
1,774

 
17,704

General and administrative expenses
 
3,534

 
—

 
3,534

Depreciation and amortization
 
5,610

 
146

 
5,756

Total costs and expenses
 
25,074

 
1,920

 
26,994

 
 
 
 
 
 
 
Income (loss) from operations
 
40,420

 
(1,219
)
 
39,201

 
 
 
 
 
 
 
Other expense:
 
 
 
 
 
 
Interest expense, net
 
(7,416
)
 
—

 
(7,416
)
Amortization of loan fees and debt premium
 
(332
)
 
—

 
(332
)
Net income (loss)
 
32,672

 
(1,219
)
 
31,453

Less: Net loss attributable to Predecessor
 
—

 
(1,219
)
 
(1,219
)
Less: Net income attributable to noncontrolling interest
 
3,799

 
—

 
3,799

Net income attributable to the partners
 
28,873

 
—

 
28,873

Less: Net income attributable to the IDR holder
 
2,526

 
—

 
2,526

Net income attributable to PBF Logistics LP unitholders
 
$
26,347

 
$
—

 
$
26,347




18
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


 
 
Nine Months Ended September 30, 2018
 
 
PBF Logistics
 
Development Assets
 
Consolidated Results
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
Affiliate
 
$
190,789

 
$
—

 
$
190,789

Third-party
 
10,677

 
1,929

 
12,606

Total revenue
 
201,466

 
1,929

 
203,395

 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
Operating and maintenance expenses
 
57,427

 
3,980

 
61,407

General and administrative expenses
 
15,504

 
—

 
15,504

Depreciation and amortization
 
20,793

 
392

 
21,185

Total costs and expenses
 
93,724

 
4,372

 
98,096

 
 
 
 
 
 
 
Income (loss) from operations
 
107,742

 
(2,443
)
 
105,299

 
 
 
 
 
 
 
Other expense:
 
 
 
 
 
 
Interest expense, net
 
(29,684
)
 
—

 
(29,684
)
Amortization of loan fees and debt premium
 
(1,256
)
 
—

 
(1,256
)
Net income (loss)
 
76,802

 
(2,443
)
 
74,359

Less: Net loss attributable to Predecessor
 
—

 
(2,443
)
 
(2,443
)
Less: Net income attributable to noncontrolling interest
 
13,110

 
—

 
13,110

Net income attributable to the partners
 
63,692

 
—

 
63,692

Less: Net income attributable to the IDR holder
 
10,011

 
—

 
10,011

Net income attributable to PBF Logistics LP unitholders
 
$
53,681

 
$
—

 
$
53,681




19
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


 
 
Nine Months Ended September 30, 2017
 
 
PBF Logistics
 
Development Assets
 
Consolidated Results
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
Affiliate
 
$
176,916

 
$
—

 
$
176,916

Third-party
 
11,384

 
2,075

 
13,459

Total revenue
 
188,300

 
2,075

 
190,375

 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
Operating and maintenance expenses
 
47,203

 
5,364

 
52,567

General and administrative expenses
 
12,947

 
—

 
12,947

Depreciation and amortization
 
16,672

 
424

 
17,096

Total costs and expenses
 
76,822

 
5,788

 
82,610

 
 
 
 
 
 
 
Income (loss) from operations
 
111,478

 
(3,713
)
 
107,765

 
 
 
 
 
 
 
Other expense:
 
 
 
 
 
 
Interest expense, net
 
(22,493
)
 
—

 
(22,493
)
Amortization of loan fees and debt premium
 
(1,125
)
 
—

 
(1,125
)
Net income (loss)
 
87,860

 
(3,713
)
 
84,147

Less: Net loss attributable to Predecessor
 
(150
)
 
(3,713
)
 
(3,863
)
Less: Net income attributable to noncontrolling interest
 
11,218

 
—

 
11,218

Net income attributable to the partners
 
76,792

 
—

 
76,792

Less: Net income attributable to the IDR holder
 
6,319

 
—

 
6,319

Net income attributable to PBF Logistics LP unitholders
 
$
70,473

 
$
—

 
$
70,473


Acquisition Expenses

PBFX incurred acquisition related costs of $832 and $1,984 for the three and nine months ended September 30, 2018, respectively, primarily consisting of consulting and legal expenses related to the Knoxville Terminals Purchase, the Development Assets Acquisition, the East Coast Storage Assets Acquisition and other pending and nonconsummated acquisitions. PBFX incurred acquisition related costs of $28 and $533 for the three and nine months ended September 30, 2017, respectively, primarily consisting of consulting and legal expenses related to the acquisition by PBFX Operating Company LP (“PBF Op Co”), the Partnership’s wholly owned subsidiary, from PBF LLC of all of the issued and outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (the “PNGPC Acquisition”) and the purchase of the Toledo, Ohio refined products terminal assets from Sunoco Logistics Partners L.P. (the “Toledo Products Terminal Acquisition”). These costs are included in “General and administrative expenses.”











20
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


4. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following:
 
 
September 30,
2018
 
December 31,
2017*
Land
 
$
102,557

 
$
99,707

Pipelines
 
334,980

 
333,609

Terminals and equipment
 
259,506

 
211,797

Storage facilities
 
90,194

 
90,373

Construction in progress
 
26,362

 
4,810

 
 
813,599

 
740,296

Accumulated depreciation
 
(76,723
)
 
(55,808
)
Property, plant and equipment, net
 
$
736,876

 
$
684,488

* Prior-period financial information has been retrospectively adjusted for the Development Assets Acquisition.

Depreciation expense was $20,915 and $17,096 for the nine months ended September 30, 2018 and 2017, respectively.

5. GOODWILL AND INTANGIBLES

Goodwill

On April 16, 2018, the Partnership’s wholly-owned subsidiary, PLPT, completed the Knoxville Terminals Purchase. As a result of the preliminary purchase price allocation, goodwill was recorded. Refer to Note 3 “Acquisitions” of the Notes to Condensed Consolidated Financial Statements for further discussion regarding the Knoxville Terminals Purchase and the preliminary purchase price allocation.

As of September 30, 2018, the carrying amount of goodwill was $6,332, all of which was recorded within the Transportation and Terminaling segment. During the three and nine months ended September 30, 2018, there have been no changes in the Partnership’s business, or other factors, that would indicate the carrying value of goodwill was impaired.
 
Intangibles

As a result of the preliminary purchase price allocation of the Knoxville Terminals Purchase, a customer relationship intangible was recorded. Refer to Note 3 “Acquisitions” of the Notes to Condensed Consolidated Financial Statements for further discussion regarding the Knoxville Terminals Purchase and the preliminary purchase price allocation.

As of September 30, 2018, the Partnership’s net intangible balance consisted of the following:
 
 
September 30,
2018
 
December 31,
2017
Customer relationships
 
$
5,900

 
$
—

Accumulated amortization
 
(270
)
 
—

Total intangibles
 
$
5,630

 
$
—


Amortization expense was $270 and $0 for the nine months ended September 30, 2018 and 2017, respectively. The Partnership estimates amortization expense of $590 per year for the next five years.




21
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


6. DEBT

Total debt was comprised of the following:
 
 
September 30,
2018
 
December 31,
2017
2023 Notes
 
$
525,000

 
$
525,000

Revolving credit facility (a)
 
50,000

 
29,700

Total debt outstanding
 
575,000

 
554,700

Unamortized debt issuance costs
 
(10,810
)
 
(9,281
)
Unamortized 2023 Notes premium
 
2,962

 
3,374

Net carrying value of debt
 
$
567,152

 
$
548,793

____________________
(a) PBFX had $4,010 outstanding letters of credit and $445,990 available under its Revolving Credit Facility (as defined below) as of September 30, 2018.

On July 30, 2018, the Partnership entered into a $500,000 amended and restated revolving credit facility (as amended, the “Revolving Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders. The Revolving Credit Facility amends and restates the Partnership’s five-year $360,000 revolving credit facility entered into on May 14, 2014, concurrent with the closing of PBFX’s IPO.

The Revolving Credit Facility is available to fund working capital, acquisitions, distributions and capital expenditures and for other general partnership purposes. The Partnership has the ability to increase the maximum amount of the Revolving Credit Facility by an aggregate amount of up to $250,000, to a total facility size of $750,000, subject to receiving increased commitments from lenders or other financial institutions and satisfaction of certain conditions. The Revolving Credit Facility includes a $75,000 sublimit for standby letters of credit and a $25,000 sublimit for swingline loans. Obligations under the Revolving Credit Facility are guaranteed by the Partnership’s restricted subsidiaries, and are secured by a first priority lien on the Partnership’s assets and those of the Partnership’s restricted subsidiaries. The maturity date of the Revolving Credit Facility is July 30, 2023, but may be extended for one year on up to two occasions, subject to certain customary terms and conditions. Borrowings under the Revolving Credit Facility will bear interest either at the Base Rate (as defined in the Revolving Credit Facility) plus an applicable margin ranging from 0.75% to 1.75%, or at LIBOR plus an applicable margin ranging from 1.75% to 2.75%. The applicable margin will vary based upon the Partnership’s Consolidated Total Leverage Ratio (as defined in the Revolving Credit Facility).

The agreement governing the Revolving Credit Facility contains affirmative and negative covenants customary for revolving credit facilities of this nature which, among other things, limit or restrict the Partnership’s ability and the ability of its restricted subsidiaries to incur or guarantee debt, incur liens, make investments, make restricted payments, amend material contracts, engage in certain business activities, engage in mergers, consolidations and other organizational changes, sell, transfer or otherwise dispose of assets, enter into burdensome agreements, or enter into transactions with affiliates on terms which are not at arm’s length.

Additionally, commencing with the Measurement Period (as defined in the Revolving Credit Agreement) which ended on September 30, 2018, the Partnership is required to maintain the following financial ratios, each as defined in the Revolving Credit Agreement: (a) Consolidated Interest Coverage of at least 2.50 to 1.00, (b) Consolidated Total Leverage of not greater than 4.50 to 1.00 and (c) Consolidated Senior Secured Leverage of not greater than 3.50 to 1.00.

The Revolving Credit Agreement contains events of default customary for transactions of their nature, including, but not limited to (and subject to grace periods in certain circumstances), the failure to pay any principal, interest or fees when due, failure to perform or observe any covenant contained in the Revolving Credit Facility or related documentation, any representation or warranty made in the agreements or related documentation being


22
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


untrue in any material respect when made, default under certain material debt agreements, commencement of bankruptcy or other insolvency proceedings, certain changes in the Partnership’s ownership or the ownership or board composition of PBF GP and material judgments or orders. Upon the occurrence and during the continuation of an event of default under the agreements, the lenders may, among other things, terminate their commitments, declare any outstanding loans to be immediately due and payable and/or exercise remedies against the Partnership and the collateral as may be available to the lenders under the agreements and related documentation or applicable law.

During the nine months ended September 30, 2018, PBFX paid down $43,700 and subsequently borrowed $64,000 under the Revolving Credit Facility to fund the Knoxville Terminals Purchase and other capital expenditures and working capital requirements. On October 1, 2018, the Partnership borrowed $75,000 to fund the East Coast Storage Assets Acquisition. Refer to Note 12 “Subsequent Events” of the Notes to Condensed Consolidated Financial Statements for further discussion regarding the East Coast Storage Assets Acquisition.

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 upon short-term floating market interest rates. The estimated fair value of the Partnership’s 6.875% Senior Notes due 2023 (the “2023 Notes”), categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the 2023 Notes and was approximately $539,494 and $544,118 at September 30, 2018 and December 31, 2017, 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 approximately $575,000 and $589,494 as of September 30, 2018 and $554,700 and $573,818 as of December 31, 2017, respectively.

7. EQUITY

PBFX had 25,393,565 common units outstanding held by the public as of September 30, 2018. PBF LLC owns 19,953,631 of PBFX’s common units constituting an aggregate 44.0% limited partner interest in PBFX as of September 30, 2018.

Share Activity

PBFX’s partnership agreement, as amended, authorizes PBFX to issue an unlimited number of additional partnership interests for the consideration 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.









23
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


The following table presents changes in PBFX common and subordinated units outstanding:
 
 
Three Months Ended September 30,
 
 
2018
 
2017
 
 
Common Units
 
Common Units
Balance at beginning of period
 
42,073,062

 
41,890,487

Vesting of phantom units, net of forfeitures
 
4,250

 
4,359

New units issued
 
3,269,884

 
—

Balance at end of period
 
45,347,196

 
41,894,846

 
 
Nine Months Ended September 30,
 
 
2018
 
2017
 
 
Common Units
 
Common Units
 
Subordinated Units - PBF LLC
Balance at beginning of period
 
41,900,708

 
25,844,118

 
15,886,553

Vesting of phantom units, net of forfeitures
 
176,604

 
164,175

 
—

New units issued
 
3,269,884

 
—

 
—

Conversion of subordinated units
 
—

 
15,886,553

 
(15,886,553
)
Balance at end of period
 
45,347,196

 
41,894,846

 
—


On July 16, 2018, the Partnership entered into a common unit purchase agreement with certain funds managed by Tortoise Capital Advisors, L.L.C. providing for the issuance and sale in a registered direct offering (the “Registered Direct Offering”) of an aggregate of 1,775,750 common units for gross proceeds of approximately $35,000. The Registered Direct Offering closed on July 30, 2018. On July 31, 2018, the Partnership issued 1,494,134 common units, having an aggregate value of $31,586, to PBF LLC in connection with the Development Assets Acquisition.

Additionally, 217,171 of the Partnership’s phantom units issued under the PBFX 2014 Long-Term Incentive Plan (“LTIP”) 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, 2017.

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. 

Noncontrolling Interest

PBFX’s wholly-owned subsidiary, PBFX Op Co, holds a 50% controlling interest in Torrance Valley Pipeline Company LLC (“TVPC”), with the other 50% interest in TVPC held by TVP Holding Company LLC (“TVP Holding”), a subsidiary of PBF Holding. PBFX Op Co is the sole managing member of TVPC. PBFX, through its ownership of PBFX Op Co, consolidates the financial results of TVPC, and records a noncontrolling interest for the economic interest in TVPC held by TVP Holding. Noncontrolling interest on the condensed consolidated statements of operations includes 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 includes the portion of net assets of TVPC attributable to TVP Holding.








24
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


Equity Activity

The following tables summarize the changes in the carrying amount of the Partnership’s equity during the nine months ended September 30, 2018 and 2017:
 
 
Net Investment
 
Common Units
 
IDR Holder
 
Noncontrolling Interest
 
Total
Balance at December 31, 2017
 
$
10,665

 
$
(17,544
)
 
$
2,736

 
$
171,903

 
$
167,760

Net loss attributable to the Development Assets
 
(2,443
)
 
—

 
—

 
—

 
(2,443
)
Contributions to the Development Assets
 
4,455

 
—

 
—

 
—

 
4,455

Allocation of the Development Assets acquired to unitholders
 
(12,677
)
 
12,677

 
—

 
—

 
—

Quarterly distributions to unitholders (including IDRs)
 
—

 
(64,341
)
 
(9,106
)
 
—

 
(73,447
)
Distributions to TVPC members
 
—

 
—

 
—

 
(16,250
)
 
(16,250
)
Net income attributable to the partners
 
—

 
53,681

 
10,011

 
13,110

 
76,802

Unit-based compensation expense
 
—

 
4,549

 
—

 
—

 
4,549

Issuance of common units, net of expenses
 
—

 
34,820

 
—

 
—

 
34,820

Other
 
—

 
(1,058
)
 
—

 
—

 
(1,058
)
Balance at September 30, 2018
 
$
—

 
$
22,784

 
$
3,641

 
$
168,763

 
$
195,188



25
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


 
 
Net Investment
 
Common Units
 
Subordinated Units - PBF
 
IDR Holder
 
Noncontrolling Interest
 
Total
Balance at December 31, 2016
 
$
16,750

 
$
241,275

 
$
(276,083
)
 
$
1,266

 
$
179,882

 
$
163,090

Net loss attributable to PNGPC
 
(150
)
 
—

 
—

 
—

 
—

 
(150
)
Net loss attributable to the Development Assets
 
(3,713
)
 
—

 
—

 
—

 
—

 
(3,713
)
Sponsor Contributions
 
9,405

 
—

 
—

 
—

 
—

 
9,405

Allocation of PNGPC assets acquired to unitholders
 
(11,538
)
 
11,592

 
(54
)
 
—

 
—

 
—

Distributions to PBF LLC related to the PNGPC Acquisition
 
—

 
(11,600
)
 
—

 
—

 
—

 
(11,600
)
Quarterly distributions to unitholders (including IDRs)
 
—

 
(44,108
)
 
(14,457
)
 
(5,058
)
 
—

 
(63,623
)
Distributions to TVPC members
 
—

 
—

 
—

 
—

 
(17,348
)
 
(17,348
)
Net income attributable to the partners
 
—

 
56,310

 
14,163

 
6,319

 
11,218

 
88,010

Unit-based compensation expense
 
—

 
4,515

 
—

 
—

 
—

 
4,515

Subordinated unit conversion to common units
 
—

 
(276,433
)
 
276,433

 
—

 
—

 
—

Other
 
—

 
(4
)
 
(2
)
 
(1
)
 
(1,000
)
 
(1,007
)
Balance at
September 30, 2017
 
$
10,754

 
$
(18,453
)
 
$
—

 
$
2,526

 
$
172,752

 
$
167,579


Cash Distributions

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

During the nine months ended September 30, 2018, PBFX made distribution payments as follows:
Related Earnings Period:
Q4 2017

Q1 2018

Q2 2018

Distribution date
March 14, 2018

May 30, 2018

August 30, 2018

Record date
February 28, 2018

May 15, 2018

August 15, 2018

Per unit
$
0.4850

$
0.4900

$
0.4950

To public common unitholders
$
11,369

$
11,553

$
12,568

To PBF LLC
11,689

12,000

13,292

Total distribution
$
23,058

$
23,553

$
25,860


The allocation of total quarterly distributions to general and limited partners for the three and nine months ended September 30, 2018 and 2017 is shown in the table below. The Partnership’s distributions are declared subsequent to quarter end (distributions of $0.5000 and $0.4800 per unit declared for the three months ended September 30, 2018 and 2017, respectively, $0.4950 and $0.4700 per unit declared for the three months ended June 30, 2018 and 2017, respectively, and $0.4900 and $0.4600 per unit declared for the three months ended March


26
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


31, 2018 and 2017, respectively); therefore, the table represents total estimated distributions applicable to the period in which the distributions are earned:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2018
 
2017
 
2018
 
2017
IDR - PBF LLC
 
$
3,641

 
$
2,526

 
$
10,011

 
$
6,319

Limited partners’ distributions:
 
 
 
 
 
 
 
 
Common
 
23,028

 
20,417

 
66,792

 
52,687

Subordinated - PBF LLC
 
—

 
—

 
—

 
7,308

Total distributions
 
26,669

 
22,943

 
76,803

 
66,314

Total cash distributions (1)
 
$
26,315

 
$
22,636

 
$
75,728

 
$
65,371

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

8. NET INCOME PER UNIT

Earnings in excess of distributions are allocated to the limited partners based on their respective percentage 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 effects of potentially dilutive units of PBFX’s common units that consist of unvested phantom units. There were 8,750 and 145,500 anti-dilutive phantom units for the three and nine months ended September 30, 2018, respectively, compared to 13,375 and 84,750 anti-dilutive phantom units for the three and nine months ended September 30, 2017, respectively. Basic and diluted net income per unit applicable to subordinated limited partners are the same because there are no potentially dilutive subordinated units outstanding.

In addition to the common and subordinated units, PBFX has also identified the general partner interest and IDRs as participating securities and uses the two-class method when calculating the net income per unit applicable to limited partners that is based on the weighted-average number of common units outstanding during the period. On July 30, 2018, PBFX closed the Registered Direct Offering of an aggregate of 1,775,750 common units for gross proceeds of approximately $35,000. On July 31, 2018, PBFX funded the $31,586 purchase price for the Development Assets Acquisition through the issuance of 1,494,134 common units to PBF LLC.

On June 1, 2017, following the May 31, 2017 payment of the cash distribution attributable to the second quarter of 2017, the requirements under PBFX’s partnership agreement, as amended, for the conversion of all subordinated units into common units were satisfied and the subordination period for such subordinated units ended. As a result, in the second quarter of 2017, each of the Partnership’s 15,886,553 outstanding subordinated units converted into common units and began participating pro rata with the other common units in distributions of available cash. The conversion did not impact the amount of the cash distribution paid or the total number of the Partnership’s outstanding units representing limited partner interests. The Partnership’s net income was allocated to the limited partners, including the holders of the subordinated units through May 31, 2017, and IDR holders, in accordance with the partnership agreement.

When calculating basic earnings per unit under the two-class method for a master limited partnership, net income for the current reporting period is reduced by the amount of available cash that has been or will be distributed to the limited partners and IDR holders for that reporting period. Net loss attributable to the Development Assets Acquisition prior to the effective date was allocated entirely to PBF GP as if only PBF GP had rights to that net loss; therefore, there is no retrospective adjustment to net income per unit.





27
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


The following table shows the calculation of earnings less distributions:
 
 
Three Months Ended September 30, 2018
 
 
Limited Partner Common Units
 
IDRs - PBF LLC
 
Total
Net income attributable to the partners:
 
 
 
 
 
 
Distributions declared
 
$
23,028

 
$
3,641

 
$
26,669

Earnings less distributions
 
(4,304
)
 
—

 
(4,304
)
Net income attributable to the partners
 
$
18,724

 
$
3,641

 
$
22,365

 
 
 
 
 
 
 
Weighted-average units outstanding - basic
 
44,518,365

 
 
 
 
Weighted-average units outstanding - diluted
 
44,612,552

 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit - basic
 
$
0.42

 
 
 
 
Net income per limited partner unit - diluted
 
$
0.42

 
 
 
 
 
 
Three Months Ended September 30, 2017
 
 
Limited Partner Common Units
 
IDRs - PBF LLC
 
Total
Net income attributable to the partners:
 
 
 
 
 
 
Distributions declared
 
$
20,417

 
$
2,526

 
$
22,943

Earnings less distributions
 
5,930

 
—

 
5,930

Net income attributable to the partners
 
$
26,347

 
$
2,526

 
$
28,873

 
 
 
 
 
 
 
Weighted-average units outstanding - basic
 
42,127,288

 
 
 
 
Weighted-average units outstanding - diluted
 
42,161,008

 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit - basic
 
$
0.63

 
 
 
 
Net income per limited partner unit - diluted
 
$
0.63

 
 
 
 
 
 
Nine Months Ended September 30, 2018
 
 
Limited Partner Common Units
 
IDRs - PBF LLC
 
Total
Net income attributable to the partners:
 
 
 
 
 
 
Distributions declared
 
$
66,792

 
$
10,011

 
$
76,803

Earnings less distributions
 
(13,111
)
 
—

 
(13,111
)
Net income attributable to the partners
 
$
53,681

 
$
10,011

 
$
63,692

 
 
 
 
 
 
 
Weighted-average units outstanding - basic
 
42,965,502

 
 
 
 
Weighted-average units outstanding - diluted
 
43,015,817

 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit - basic
 
$
1.25

 
 
 
 
Net income per limited partner unit - diluted
 
$
1.25

 
 
 
 


28
PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


 
 
Nine Months Ended September 30, 2017
 
 
Limited Partner Common Units
 
Limited Partner Subordinated Units - PBF LLC
 
IDRs - PBF LLC
 
Total
Net income attributable to the partners:
 
 
 
 
 
 
 
 
Distributions declared
 
$
52,687

 
$
7,308