|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
DELAWARE
|
|
35-2470286
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
One Sylvan Way, Second Floor
Parsippany, New Jersey |
|
07054
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
o
|
|
Accelerated filer
þ
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
Emerging growth company
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
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;
|
•
|
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, which subjects us to the business risks of 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;
|
•
|
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.
|
|
|
September 30,
2017
|
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
39,420
|
|
|
$
|
64,221
|
|
Marketable securities - current
|
|
—
|
|
|
40,024
|
|
||
Accounts receivable - affiliates
|
|
36,045
|
|
|
37,863
|
|
||
Accounts receivable
|
|
1,106
|
|
|
4,294
|
|
||
Prepaid expenses and other current assets
|
|
2,083
|
|
|
1,657
|
|
||
Total current assets
|
|
78,654
|
|
|
148,059
|
|
||
Property, plant and equipment, net
|
|
675,793
|
|
|
608,802
|
|
||
Other non-current assets
|
|
30
|
|
|
—
|
|
||
Total assets
|
|
$
|
754,477
|
|
|
$
|
756,861
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable - affiliates
|
|
$
|
19,938
|
|
|
$
|
7,631
|
|
Accounts payable and accrued liabilities
|
|
29,917
|
|
|
20,871
|
|
||
Current portion of long-term debt
|
|
—
|
|
|
39,664
|
|
||
Affiliate note payable
|
|
11,600
|
|
|
—
|
|
||
Deferred revenue
|
|
991
|
|
|
952
|
|
||
Total current liabilities
|
|
62,446
|
|
|
69,118
|
|
||
Long-term debt
|
|
533,136
|
|
|
532,011
|
|
||
Other long-term liabilities
|
|
2,070
|
|
|
3,161
|
|
||
Total liabilities
|
|
597,652
|
|
|
604,290
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 9)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Net Investment - Predecessor
|
|
—
|
|
|
6,231
|
|
||
Common unitholders (41,894,846 and 25,844,118 units issued and outstanding, as of September 30, 2017 and December 31, 2016, respectively)
(1)
|
|
(18,453
|
)
|
|
241,275
|
|
||
Subordinated unitholder - PBF LLC (0 and 15,886,553 units issued and outstanding, as of September 30, 2017 and December 31, 2016, respectively)
|
|
—
|
|
|
(276,083
|
)
|
||
IDR holder - PBF LLC
|
|
2,526
|
|
|
1,266
|
|
||
Total PBF Logistics LP equity
|
|
(15,927
|
)
|
|
(27,311
|
)
|
||
Noncontrolling interest
|
|
172,752
|
|
|
179,882
|
|
||
Total equity
|
|
156,825
|
|
|
152,571
|
|
||
Total liabilities and equity
|
|
$
|
754,477
|
|
|
$
|
756,861
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016*
|
|
2017
|
|
2016*
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Affiliate
|
|
$
|
62,359
|
|
|
$
|
43,842
|
|
|
$
|
176,916
|
|
|
$
|
118,356
|
|
Third-party
|
|
3,135
|
|
|
4,591
|
|
|
11,384
|
|
|
7,285
|
|
||||
Total revenue
|
|
65,494
|
|
|
48,433
|
|
|
188,300
|
|
|
125,641
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Operating and maintenance expenses
|
|
15,930
|
|
|
12,903
|
|
|
47,203
|
|
|
26,885
|
|
||||
General and administrative expenses
|
|
3,534
|
|
|
4,420
|
|
|
12,947
|
|
|
13,896
|
|
||||
Depreciation and amortization
|
|
5,610
|
|
|
5,347
|
|
|
16,672
|
|
|
9,543
|
|
||||
Total costs and expenses
|
|
25,074
|
|
|
22,670
|
|
|
76,822
|
|
|
50,324
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
|
40,420
|
|
|
25,763
|
|
|
111,478
|
|
|
75,317
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other expense:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
(7,416
|
)
|
|
(7,280
|
)
|
|
(22,493
|
)
|
|
(21,298
|
)
|
||||
Amortization of loan fees
|
|
(332
|
)
|
|
(416
|
)
|
|
(1,125
|
)
|
|
(1,261
|
)
|
||||
Net income
|
|
32,672
|
|
|
18,067
|
|
|
87,860
|
|
|
52,758
|
|
||||
Less: Net loss attributable to Predecessor
|
|
—
|
|
|
(4,428
|
)
|
|
(150
|
)
|
|
(5,085
|
)
|
||||
Less: Net income attributable to noncontrolling interest
|
|
3,799
|
|
|
1,621
|
|
|
11,218
|
|
|
1,621
|
|
||||
Net income attributable to the partners
|
|
28,873
|
|
|
20,874
|
|
|
76,792
|
|
|
56,222
|
|
||||
Less: Net income attributable to the IDR holder
|
|
2,526
|
|
|
1,125
|
|
|
6,319
|
|
|
2,765
|
|
||||
Net income attributable to PBF Logistics LP unitholders
|
|
$
|
26,347
|
|
|
$
|
19,749
|
|
|
$
|
70,473
|
|
|
$
|
53,457
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit
(1)
:
|
|
|
|
|
|
|
|
|
||||||||
Common units - basic
|
|
$
|
0.63
|
|
|
$
|
0.50
|
|
|
$
|
1.69
|
|
|
$
|
1.44
|
|
Common units - diluted
|
|
0.63
|
|
|
0.50
|
|
|
1.69
|
|
|
1.44
|
|
||||
Subordinated units - basic and diluted
|
|
—
|
|
|
0.50
|
|
|
1.61
|
|
|
1.45
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average limited partner units outstanding
(1)
:
|
|
|
|
|
|
|
|
|
||||||||
Common units - basic
|
|
42,127,288
|
|
|
23,492,796
|
|
|
33,280,957
|
|
|
21,094,154
|
|
||||
Common units - diluted
|
|
42,161,008
|
|
|
23,571,691
|
|
|
33,309,555
|
|
|
21,103,919
|
|
||||
Subordinated units - basic and diluted
|
|
—
|
|
|
15,886,553
|
|
|
8,787,068
|
|
|
15,886,553
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash distributions declared per unit
|
|
$
|
0.48
|
|
|
$
|
0.44
|
|
|
$
|
1.41
|
|
|
$
|
1.29
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016*
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
87,860
|
|
|
$
|
52,758
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
16,672
|
|
|
9,543
|
|
||
Amortization of deferred financing fees
|
|
1,125
|
|
|
1,261
|
|
||
Unit-based compensation expense
|
|
4,515
|
|
|
3,673
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable - affiliates
|
|
818
|
|
|
(6,322
|
)
|
||
Accounts receivable
|
|
3,188
|
|
|
(3,981
|
)
|
||
Prepaid expenses and other current assets
|
|
(329
|
)
|
|
2,234
|
|
||
Accounts payable - affiliates
|
|
500
|
|
|
(1,077
|
)
|
||
Accounts payable and accrued liabilities
|
|
7,705
|
|
|
9,563
|
|
||
Deferred revenue
|
|
39
|
|
|
889
|
|
||
Other assets and liabilities
|
|
(1,128
|
)
|
|
(256
|
)
|
||
Net cash provided by operations
|
|
120,965
|
|
|
68,285
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
||||
Plains Asset Purchase
|
|
—
|
|
|
(98,373
|
)
|
||
Toledo Terminal Acquisition
|
|
(10,097
|
)
|
|
—
|
|
||
Expenditures for property, plant and equipment
|
|
(61,344
|
)
|
|
(8,043
|
)
|
||
Purchase of marketable securities
|
|
(75,036
|
)
|
|
(1,779,997
|
)
|
||
Maturities of marketable securities
|
|
115,060
|
|
|
1,954,274
|
|
||
Net cash (used in) provided by investing activities
|
|
(31,417
|
)
|
|
67,861
|
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from issuance of common units, net of underwriters’ discount and commissions
|
|
—
|
|
|
138,255
|
|
||
Distribution to PBF LLC related to Acquisitions from PBF
|
|
—
|
|
|
(175,000
|
)
|
||
Distributions to unitholders
|
|
(62,794
|
)
|
|
(48,043
|
)
|
||
Distributions to TVPC members
|
|
(17,348
|
)
|
|
—
|
|
||
Contribution from parent
|
|
5,457
|
|
|
4,076
|
|
||
Proceeds from revolving credit facility
|
|
—
|
|
|
174,700
|
|
||
Repayment of revolving credit facility
|
|
—
|
|
|
(30,000
|
)
|
||
Repayment of term loan
|
|
(39,664
|
)
|
|
(174,536
|
)
|
||
Deferred financing costs
|
|
—
|
|
|
(5
|
)
|
||
Net cash used in financing activities
|
|
(114,349
|
)
|
|
(110,553
|
)
|
||
|
|
|
|
|
||||
Net change in cash and cash equivalents
|
|
(24,801
|
)
|
|
25,593
|
|
||
Cash and cash equivalents at beginning of year
|
|
64,221
|
|
|
18,678
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
39,420
|
|
|
$
|
44,271
|
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
||||
Contribution of net assets from PBF LLC
|
|
$
|
—
|
|
|
$
|
15
|
|
Accrued capital expenditures
|
|
14,859
|
|
|
738
|
|
||
Issuance of affiliate note payable
|
|
11,600
|
|
|
—
|
|
|
|
December 31, 2016
|
||||||||||
|
|
PBF Logistics LP
|
|
PNGPC
|
|
Consolidated
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
64,221
|
|
|
$
|
—
|
|
|
$
|
64,221
|
|
Marketable securities - current
|
|
40,024
|
|
|
—
|
|
|
40,024
|
|
|||
Accounts receivable - affiliates
|
|
37,863
|
|
|
—
|
|
|
37,863
|
|
|||
Accounts receivable
|
|
4,294
|
|
|
—
|
|
|
4,294
|
|
|||
Prepaid expenses and other current assets
|
|
1,657
|
|
|
—
|
|
|
1,657
|
|
|||
Total current assets
|
|
148,059
|
|
|
—
|
|
|
148,059
|
|
|||
Property, plant and equipment, net
|
|
600,071
|
|
|
8,731
|
|
|
608,802
|
|
|||
Total assets
|
|
$
|
748,130
|
|
|
$
|
8,731
|
|
|
$
|
756,861
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable - affiliates
|
|
$
|
7,631
|
|
|
$
|
—
|
|
|
$
|
7,631
|
|
Accounts payable and accrued liabilities
|
|
18,371
|
|
|
2,500
|
|
|
20,871
|
|
|||
Current portion of long-term debt
|
|
39,664
|
|
|
—
|
|
|
39,664
|
|
|||
Deferred revenue
|
|
952
|
|
|
—
|
|
|
952
|
|
|||
Total current liabilities
|
|
66,618
|
|
|
2,500
|
|
|
69,118
|
|
|||
Long-term debt
|
|
532,011
|
|
|
—
|
|
|
532,011
|
|
|||
Other long-term liabilities
|
|
3,161
|
|
|
—
|
|
|
3,161
|
|
|||
Total liabilities
|
|
601,790
|
|
|
2,500
|
|
|
604,290
|
|
|||
|
|
|
|
|
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Equity:
|
|
|
|
|
|
|
||||||
Net investment - Predecessor
|
|
—
|
|
|
6,231
|
|
|
6,231
|
|
|||
Common unitholders
(1)
|
|
241,275
|
|
|
—
|
|
|
241,275
|
|
|||
Subordinated unitholder - PBF LLC
|
|
(276,083
|
)
|
|
—
|
|
|
(276,083
|
)
|
|||
IDR holder - PBF LLC
|
|
1,266
|
|
|
—
|
|
|
1,266
|
|
|||
Total PBF Logistics LP equity
|
|
(33,542
|
)
|
|
6,231
|
|
|
(27,311
|
)
|
|||
Noncontrolling interest
|
|
179,882
|
|
|
—
|
|
|
179,882
|
|
|||
Total equity
|
|
146,340
|
|
|
6,231
|
|
|
152,571
|
|
|||
Total liabilities and equity
|
|
$
|
748,130
|
|
|
$
|
8,731
|
|
|
$
|
756,861
|
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||
|
|
PBF Logistics LP
|
|
PNGPC
|
|
Consolidated Results
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Affiliate
|
|
$
|
176,916
|
|
|
$
|
—
|
|
|
$
|
176,916
|
|
Third-party
|
|
11,384
|
|
|
—
|
|
|
11,384
|
|
|||
Total revenue
|
|
188,300
|
|
|
—
|
|
|
188,300
|
|
|||
|
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Operating and maintenance expenses
|
|
47,163
|
|
|
40
|
|
|
47,203
|
|
|||
General and administrative expenses
|
|
12,947
|
|
|
—
|
|
|
12,947
|
|
|||
Depreciation and amortization
|
|
16,562
|
|
|
110
|
|
|
16,672
|
|
|||
Total costs and expenses
|
|
76,672
|
|
|
150
|
|
|
76,822
|
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) from operations
|
|
111,628
|
|
|
(150
|
)
|
|
111,478
|
|
|||
|
|
|
|
|
|
|
||||||
Other expense:
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(22,493
|
)
|
|
—
|
|
|
(22,493
|
)
|
|||
Amortization of loan fees
|
|
(1,125
|
)
|
|
—
|
|
|
(1,125
|
)
|
|||
Net income (loss)
|
|
88,010
|
|
|
(150
|
)
|
|
87,860
|
|
|||
Less: Net loss attributable to Predecessor
|
|
—
|
|
|
(150
|
)
|
|
(150
|
)
|
|||
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
|
|
|
|
Three Months Ended September 30, 2016
|
||||||||||
|
|
PBF Logistics LP
|
|
PNGPC
|
|
Consolidated Results
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Affiliate
|
|
$
|
43,842
|
|
|
$
|
—
|
|
|
$
|
43,842
|
|
Third-party
|
|
4,591
|
|
|
—
|
|
|
4,591
|
|
|||
Total revenue
|
|
48,433
|
|
|
—
|
|
|
48,433
|
|
|||
|
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Operating and maintenance expenses
|
|
12,814
|
|
|
89
|
|
|
12,903
|
|
|||
General and administrative expenses
|
|
4,419
|
|
|
1
|
|
|
4,420
|
|
|||
Depreciation and amortization
|
|
5,140
|
|
|
207
|
|
|
5,347
|
|
|||
Total costs and expenses
|
|
22,373
|
|
|
297
|
|
|
22,670
|
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) from operations
|
|
26,060
|
|
|
(297
|
)
|
|
25,763
|
|
|||
|
|
|
|
|
|
|
||||||
Other expense:
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(7,280
|
)
|
|
—
|
|
|
(7,280
|
)
|
|||
Amortization of loan fees
|
|
(416
|
)
|
|
—
|
|
|
(416
|
)
|
|||
Net income (loss)
|
|
18,364
|
|
|
(297
|
)
|
|
18,067
|
|
|||
Less: Net loss attributable to Predecessor
|
|
(4,131
|
)
|
|
(297
|
)
|
|
(4,428
|
)
|
|||
Less: Net income attributable to noncontrolling interest
|
|
1,621
|
|
|
—
|
|
|
1,621
|
|
|||
Net income attributable to the partners
|
|
20,874
|
|
|
—
|
|
|
20,874
|
|
|||
Less: Net income attributable to the IDR holder
|
|
1,125
|
|
|
—
|
|
|
1,125
|
|
|||
Net income attributable to PBF Logistics LP unitholders
|
|
$
|
19,749
|
|
|
$
|
—
|
|
|
$
|
19,749
|
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||
|
|
PBF Logistics LP
|
|
PNGPC
|
|
Consolidated Results
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Affiliate
|
|
$
|
118,356
|
|
|
$
|
—
|
|
|
$
|
118,356
|
|
Third-party
|
|
7,285
|
|
|
—
|
|
|
7,285
|
|
|||
Total revenue
|
|
125,641
|
|
|
—
|
|
|
125,641
|
|
|||
|
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Operating and maintenance expenses
|
|
26,555
|
|
|
330
|
|
|
26,885
|
|
|||
General and administrative expenses
|
|
13,893
|
|
|
3
|
|
|
13,896
|
|
|||
Depreciation and amortization
|
|
8,922
|
|
|
621
|
|
|
9,543
|
|
|||
Total costs and expenses
|
|
49,370
|
|
|
954
|
|
|
50,324
|
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) from operations
|
|
76,271
|
|
|
(954
|
)
|
|
75,317
|
|
|||
|
|
|
|
|
|
|
||||||
Other expense:
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(21,298
|
)
|
|
—
|
|
|
(21,298
|
)
|
|||
Amortization of loan fees
|
|
(1,261
|
)
|
|
—
|
|
|
(1,261
|
)
|
|||
Net income (loss)
|
|
53,712
|
|
|
(954
|
)
|
|
52,758
|
|
|||
Less: Net loss attributable to Predecessor
|
|
(4,131
|
)
|
|
(954
|
)
|
|
(5,085
|
)
|
|||
Less: Net income attributable to noncontrolling interest
|
|
1,621
|
|
|
—
|
|
|
1,621
|
|
|||
Net income attributable to the partners
|
|
56,222
|
|
|
—
|
|
|
56,222
|
|
|||
Less: Net income attributable to the IDR holder
|
|
2,765
|
|
|
—
|
|
|
2,765
|
|
|||
Net income attributable to PBF Logistics LP unitholders
|
|
$
|
53,457
|
|
|
$
|
—
|
|
|
$
|
53,457
|
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Land
|
|
$
|
99,707
|
|
|
$
|
99,497
|
|
Pipelines
|
|
338,512
|
|
|
288,867
|
|
||
Terminals and equipment
|
|
194,632
|
|
|
165,234
|
|
||
Storage facilities
|
|
59,275
|
|
|
62,238
|
|
||
Construction in progress
|
|
33,821
|
|
|
26,448
|
|
||
|
|
725,947
|
|
|
642,284
|
|
||
Accumulated depreciation
|
|
(50,154
|
)
|
|
(33,482
|
)
|
||
Property, plant and equipment, net
|
|
$
|
675,793
|
|
|
$
|
608,802
|
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
6.875% Senior Notes due 2023 (a)
|
|
$
|
350,000
|
|
|
$
|
350,000
|
|
Term Loan
|
|
—
|
|
|
39,664
|
|
||
Revolving Credit Facility (b)
|
|
189,200
|
|
|
189,200
|
|
||
Total debt outstanding
|
|
539,200
|
|
|
578,864
|
|
||
Unamortized debt issuance costs
|
|
(6,064
|
)
|
|
(7,189
|
)
|
||
Net carrying value of debt
|
|
533,136
|
|
|
571,675
|
|
||
Less: Current maturities (c)
|
|
—
|
|
|
39,664
|
|
||
Long-term debt
|
|
$
|
533,136
|
|
|
$
|
532,011
|
|
|
|
Net Investment
|
|
Common Units
|
|
Subordinated Units - PBF
|
|
IDR
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||
Balance at
December 31, 2016 |
|
$
|
6,231
|
|
|
$
|
241,275
|
|
|
$
|
(276,083
|
)
|
|
$
|
1,266
|
|
|
$
|
179,882
|
|
|
$
|
152,571
|
|
Net loss attributable to PNGPC
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
||||||
Contributions to PNGPC
|
|
5,457
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,457
|
|
||||||
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
|
)
|
||||||
Distribution 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 units conversion to common units
|
|
—
|
|
|
(276,433
|
)
|
|
276,433
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
(4
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(1,000
|
)
|
|
(1,007
|
)
|
||||||
Balance at September 30, 2017
|
|
$
|
—
|
|
|
$
|
(18,453
|
)
|
|
$
|
—
|
|
|
$
|
2,526
|
|
|
$
|
172,752
|
|
|
$
|
156,825
|
|
Related Earnings Period:
|
Q4 2016
|
|
Q1 2017
|
|
Q2 2017
|
|
|||
Distribution date
|
March 13, 2017
|
|
May 31, 2017
|
|
August 31, 2017
|
|
|||
Record date
|
February 27, 2017
|
|
May 16, 2017
|
|
August 15, 2017
|
|
|||
Per unit
|
$
|
0.45
|
|
$
|
0.46
|
|
$
|
0.47
|
|
Public
|
$
|
10,487
|
|
$
|
10,760
|
|
$
|
11,014
|
|
PBF LLC
|
9,572
|
|
10,178
|
|
10,783
|
|
|||
Total distribution
|
$
|
20,059
|
|
$
|
20,938
|
|
$
|
21,797
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
IDR - PBF LLC
|
|
$
|
2,526
|
|
|
$
|
1,125
|
|
|
$
|
6,319
|
|
|
$
|
2,765
|
|
Limited partners’ distributions:
|
|
|
|
|
|
|
|
|
||||||||
Common
|
|
20,417
|
|
|
11,621
|
|
|
52,687
|
|
|
30,348
|
|
||||
Subordinated - PBF LLC
|
|
—
|
|
|
6,990
|
|
|
7,308
|
|
|
20,493
|
|
||||
Total distributions
|
|
22,943
|
|
|
19,736
|
|
|
66,314
|
|
|
53,606
|
|
||||
Total cash distributions (a)
|
|
$
|
22,636
|
|
|
$
|
19,486
|
|
|
$
|
65,371
|
|
|
$
|
52,849
|
|
|
|
Three 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
|
|
$
|
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
(1)
|
|
42,127,288
|
|
|
—
|
|
|
|
|
|
||||||
Weighted-average units outstanding - diluted
(1)
|
|
42,161,008
|
|
|
—
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit - basic
(2)
|
|
$
|
0.63
|
|
|
$
|
—
|
|
|
|
|
|
||||
Net income per limited partner unit - diluted
(2)
|
|
$
|
0.63
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2016
|
||||||||||||||
|
|
Limited Partner Common Units
|
|
Limited Partner Subordinated Units - PBF LLC
|
|
IDRs - PBF LLC
|
|
Total
|
||||||||
Net income attributable to the partners:
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared
|
|
$
|
11,621
|
|
|
$
|
6,990
|
|
|
$
|
1,125
|
|
|
$
|
19,736
|
|
Earnings less distributions
|
|
202
|
|
|
936
|
|
|
—
|
|
|
1,138
|
|
||||
Net income attributable to the partners
|
|
$
|
11,823
|
|
|
$
|
7,926
|
|
|
$
|
1,125
|
|
|
$
|
20,874
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average units outstanding - basic
|
|
23,492,796
|
|
|
15,886,553
|
|
|
|
|
|
||||||
Weighted-average units outstanding - diluted
|
|
23,571,691
|
|
|
15,886,553
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit - basic
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
|
|
|
||||
Net income per limited partner unit - diluted
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
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
|
|
$
|
52,687
|
|
|
$
|
7,308
|
|
|
$
|
6,319
|
|
|
$
|
66,314
|
|
Earnings less distributions
|
|
3,623
|
|
|
6,855
|
|
|
—
|
|
|
10,478
|
|
||||
Net income attributable to the partners
|
|
$
|
56,310
|
|
|
$
|
14,163
|
|
|
$
|
6,319
|
|
|
$
|
76,792
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average units outstanding - basic
(1)
|
|
33,280,957
|
|
|
8,787,068
|
|
|
|
|
|
||||||
Weighted-average units outstanding - diluted
(1)
|
|
33,309,555
|
|
|
8,787,068
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit - basic
(2)
|
|
$
|
1.69
|
|
|
$
|
1.61
|
|
|
|
|
|
||||
Net income per limited partner unit - diluted
(2)
|
|
$
|
1.69
|
|
|
$
|
1.61
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||
|
|
Limited Partner Common Units
|
|
Limited Partner Subordinated Units –
PBF LLC
|
|
IDRs - PBF LLC
|
|
Total
|
||||||||
Net income attributable to the partners:
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared
|
|
$
|
30,348
|
|
|
$
|
20,493
|
|
|
$
|
2,765
|
|
|
$
|
53,606
|
|
Earnings less distributions
|
|
125
|
|
|
2,491
|
|
|
—
|
|
|
2,616
|
|
||||
Net income attributable to the partners
|
|
$
|
30,473
|
|
|
$
|
22,984
|
|
|
$
|
2,765
|
|
|
$
|
56,222
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average units outstanding - basic
|
|
21,094,154
|
|
|
15,886,553
|
|
|
|
|
|
||||||
Weighted-average units outstanding - diluted
|
|
21,103,919
|
|
|
15,886,553
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit - basic
|
|
$
|
1.44
|
|
|
$
|
1.45
|
|
|
|
|
|
||||
Net income per limited partner unit - diluted
|
|
$
|
1.44
|
|
|
$
|
1.45
|
|
|
|
|
|
Agreements
|
Initiation Date
|
Initial Term
|
Renewals (a)
|
MVC
|
Force Majeure
|
Transportation and Terminaling
|
|
|
|
|
|
Delaware City Rail Terminaling Services Agreement
|
5/8/2014
|
7 years,
8 months
|
2 x 5
|
85,000 barrels per day (“bpd”)
|
PBFX or PBF Holding can declare
|
Toledo Truck Unloading & Terminaling Services Agreement
|
5/8/2014
|
7 years,
8 months
|
2 x 5
|
5,500 bpd
|
|
Delaware West Ladder Rack Terminaling Services Agreement
|
10/1/2014
|
7 years,
3 months
|
2 x 5
|
40,000 bpd
|
|
Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility
|
12/12/2014
|
10 years
|
2 x 5
|
4,400 bpd
|
|
Delaware Pipeline Services Agreement
|
5/15/2015
|
10 years,
8 months
|
2 x 5
|
50,000 bpd
|
|
Delaware Pipeline Services Agreement- Magellan Connection
|
11/1/2016
|
2 years,
5 months
|
N/A
|
14,500 bpd
|
|
Delaware City Truck Loading Services Agreement- Gasoline
|
5/15/2015
|
10 years,
8 months
|
2 x 5
|
30,000 bpd
|
|
Delaware City Truck Loading Services Agreement- LPGs
|
5/15/2015
|
10 years,
8 months
|
2 x 5
|
5,000 bpd
|
|
East Coast Terminals Terminaling Services Agreements
|
5/1/2016
|
Various (f)
|
Evergreen
|
15,000 bpd (e)
|
|
East Coast Terminals Tank Lease Agreements
|
5/1/2016
|
Various (f)
|
Evergreen
|
350,000 barrels (c)
|
|
Torrance Valley Pipeline Transportation Services Agreement- North Pipeline
|
8/31/2016
|
10 years
|
2 x 5
|
50,000 bpd
|
|
Torrance Valley Pipeline Transportation Services Agreement- South Pipeline
|
8/31/2016
|
10 years
|
2 x 5
|
70,000 bpd
|
|
Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank
|
8/31/2016
|
10 years
|
2 x 5
|
55,000 barrels (c)
|
Agreements
|
Initiation Date
|
Initial Term
|
Renewals (a)
|
MVC
|
Force Majeure
|
Transportation and Terminaling (continued)
|
|
|
|
|
|
Torrance Valley Pipeline Transportation Services Agreement- Emidio Storage Tank
|
8/31/2016
|
10 years
|
2 x 5
|
900,000 barrels per month
|
PBFX or PBF Holding can declare
|
Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank
|
8/31/2016
|
10 years
|
2 x 5
|
770,000 barrels per month
|
|
Paulsboro Natural Gas Pipeline Services Agreement (b)
|
8/4/2017
|
15 years
|
Evergreen
|
60,000 dekatherms per day
|
|
Toledo Terminal Services Agreement (g)
|
5/1/2016
|
1 year
|
Evergreen
|
N/A
|
|
Storage
|
|
|
|
|
|
Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility
|
12/12/2014
|
10 years
|
2 x 5
|
3,849,271 barrels (c)
|
PBFX or PBF Holding can declare
|
Chalmette Storage Agreement (d)
|
See note (d)
|
10 years
|
2 x 5
|
625,000 barrels
|
(a)
|
PBF Holding has the option to extend the agreements for up to
two
additional
five
-year terms, as applicable.
|
(b)
|
In August 2017, the New Pipeline commenced service. Concurrent with the commencement of operations, a new service agreement was entered into between PNGPC and PRC regarding the New Pipeline.
|
(c)
|
Reflects the overall capacity as stipulated by the storage agreement. The storage MVC is subject to effective operating capacity of each tank which can be impacted by routine tank maintenance and other factors.
|
(d)
|
The Chalmette Storage Agreement was entered into on February 15, 2017 and commences at the earlier of November 1, 2017 or the completion of the Chalmette Storage Tank, which is currently expected to be completed in November 2017.
|
(e)
|
The East Coast Terminals Terminaling Service Agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between the East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding with a
15,000
bpd MVC.
|
(f)
|
The East Coast Terminal related party agreements include varying term lengths, ranging from
one
to
five
years.
|
(g)
|
Subsequent to the Toledo Terminal Acquisition, the Toledo Terminal was added to the East Coast Terminals Terminaling Service Agreements.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
|
$
|
62,359
|
|
|
$
|
43,842
|
|
|
$
|
176,916
|
|
|
$
|
118,356
|
|
Operating and maintenance expenses
|
|
1,639
|
|
|
1,280
|
|
|
4,918
|
|
|
3,523
|
|
||||
General and administrative expenses
|
|
1,890
|
|
|
1,201
|
|
|
5,174
|
|
|
3,460
|
|
•
|
the DCR Rail Terminal, which serves PBF Holding’s Delaware City and Paulsboro refineries, consisting of a double loop track with ancillary pumping and unloading equipment;
|
•
|
the DCR West Rack, which serves PBF Holding’s Delaware City Refinery, consisting of a heavy crude oil rail unloading facility;
|
•
|
the Toledo Truck Terminal, which serves PBF Holding’s Toledo Refinery, comprised of crude unloading LACT units;
|
•
|
a propane truck loading facility, located within the Toledo Storage Facility, located at PBF Holding’s Toledo Refinery;
|
•
|
the Delaware City Products Pipeline, which consists of an interstate petroleum products pipeline supporting PBF Holding’s Delaware City Refinery;
|
•
|
the Delaware City Truck Rack, which consists of a truck loading rack utilized to distribute gasoline, distillates and liquefied petroleum gases (“LPGs”) located at PBF Holding’s Delaware City Refinery;
|
•
|
the East Coast Terminals, which consist of product tanks, pipeline connections to the Colonial Pipeline Company, Buckeye Partners, Sunoco Logistics Partners and other proprietary pipeline systems, truck loading lanes and marine facilities capable of handling barges and ships;
|
•
|
the Torrance Valley Pipeline, which consists of the M55, M1 and M70 crude pipelines and pipeline stations supporting PBF Holding’s Torrance Refinery;
|
•
|
the Paulsboro Natural Gas Pipeline, which consists of an interstate natural gas pipeline which serves PBF Holding’s Paulsboro Refinery; and
|
•
|
the Toledo Terminal, which is located adjacent to PBF Holding’s Toledo Refinery and is comprised of a ten-bay truck rack and chemicals, clean product and additive storage capacity.
|
•
|
the Toledo Storage Facility, excluding the propane truck loading facility, which services PBF Holding’s Toledo Refinery and consists of tanks for storing crude oil, refined products and intermediates; and
|
•
|
the Chalmette Storage Tank, a crude oil storage tank currently under construction located at PBF Holding’s Chalmette Refinery.
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||
|
|
Transportation and Terminaling
|
|
Storage
|
|
Corporate
|
|
Consolidated Total
|
||||||||
Total revenue
|
|
$
|
59,907
|
|
|
$
|
5,587
|
|
|
$
|
—
|
|
|
$
|
65,494
|
|
Depreciation and amortization expense
|
|
4,989
|
|
|
621
|
|
|
—
|
|
|
5,610
|
|
||||
Income (loss) from operations
|
|
41,056
|
|
|
2,898
|
|
|
(3,534
|
)
|
|
40,420
|
|
||||
Interest expense, net and amortization of loan fees
|
|
—
|
|
|
—
|
|
|
7,748
|
|
|
7,748
|
|
||||
Capital expenditures
|
|
8,763
|
|
|
6,293
|
|
|
—
|
|
|
15,056
|
|
|
|
Three Months Ended September 30, 2016*
|
||||||||||||||
|
|
Transportation and Terminaling
|
|
Storage
|
|
Corporate
|
|
Consolidated Total
|
||||||||
Total revenue
|
|
$
|
42,951
|
|
|
$
|
5,482
|
|
|
$
|
—
|
|
|
$
|
48,433
|
|
Depreciation and amortization expense
|
|
4,752
|
|
|
595
|
|
|
—
|
|
|
5,347
|
|
||||
Income (loss) from operations
|
|
27,848
|
|
|
2,335
|
|
|
(4,420
|
)
|
|
25,763
|
|
||||
Interest expense, net and amortization of loan fees
|
|
—
|
|
|
—
|
|
|
7,696
|
|
|
7,696
|
|
||||
Capital expenditures
|
|
4,511
|
|
|
92
|
|
|
—
|
|
|
4,603
|
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||
|
|
Transportation and Terminaling
|
|
Storage
|
|
Corporate
|
|
Consolidated Total
|
||||||||
Total revenue
|
|
$
|
171,449
|
|
|
$
|
16,851
|
|
|
$
|
—
|
|
|
$
|
188,300
|
|
Depreciation and amortization expense
|
|
14,830
|
|
|
1,842
|
|
|
—
|
|
|
16,672
|
|
||||
Income (loss) from operations
|
|
114,950
|
|
|
9,475
|
|
|
(12,947
|
)
|
|
111,478
|
|
||||
Interest expense, net and amortization of loan fees
|
|
—
|
|
|
—
|
|
|
23,618
|
|
|
23,618
|
|
||||
Capital expenditures, including the Toledo Terminal Acquisition
|
|
56,596
|
|
|
14,845
|
|
|
—
|
|
|
71,441
|
|
|
|
Nine Months Ended September 30, 2016*
|
||||||||||||||
|
|
Transportation and Terminaling
|
|
Storage
|
|
Corporate
|
|
Consolidated Total
|
||||||||
Total revenue
|
|
$
|
109,315
|
|
|
$
|
16,326
|
|
|
$
|
—
|
|
|
$
|
125,641
|
|
Depreciation and amortization expense
|
|
7,713
|
|
|
1,830
|
|
|
—
|
|
|
9,543
|
|
||||
Income (loss) from operations
|
|
81,463
|
|
|
7,750
|
|
|
(13,896
|
)
|
|
75,317
|
|
||||
Interest expense, net and amortization of loan fees
|
|
—
|
|
|
—
|
|
|
22,559
|
|
|
22,559
|
|
||||
Capital expenditures, including the Plains Asset Purchase
|
|
105,124
|
|
|
1,292
|
|
|
—
|
|
|
106,416
|
|
|
|
Balance at September 30, 2017
|
||||||||||||||
|
|
Transportation and Terminaling
|
|
Storage
|
|
Corporate
|
|
Consolidated Total
|
||||||||
Total assets
|
|
$
|
664,251
|
|
|
$
|
70,306
|
|
|
$
|
19,920
|
|
|
$
|
754,477
|
|
|
|
Balance at December 31, 2016
|
||||||||||||||
|
|
Transportation and Terminaling
|
|
Storage
|
|
Corporate
|
|
Consolidated Total
|
||||||||
Total assets
|
|
$
|
606,898
|
|
|
$
|
57,375
|
|
|
$
|
92,588
|
|
|
$
|
756,861
|
|
|
September 30, 2017
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
19,014
|
|
|
$
|
20,406
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,420
|
|
Accounts receivable - affiliates
|
1
|
|
|
36,044
|
|
|
—
|
|
|
—
|
|
|
36,045
|
|
|||||
Accounts receivable
|
—
|
|
|
1,106
|
|
|
—
|
|
|
—
|
|
|
1,106
|
|
|||||
Prepaid expenses and other current assets
|
905
|
|
|
1,178
|
|
|
—
|
|
|
—
|
|
|
2,083
|
|
|||||
Due from related parties
|
33,328
|
|
|
339,093
|
|
|
—
|
|
|
(372,421
|
)
|
|
—
|
|
|||||
Total current assets
|
53,248
|
|
|
397,827
|
|
|
—
|
|
|
(372,421
|
)
|
|
78,654
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
—
|
|
|
675,793
|
|
|
—
|
|
|
—
|
|
|
675,793
|
|
|||||
Other non-current assets
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|||||
Investment in subsidiaries
|
818,481
|
|
|
—
|
|
|
—
|
|
|
(818,481
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
871,729
|
|
|
$
|
1,073,650
|
|
|
$
|
—
|
|
|
$
|
(1,190,902
|
)
|
|
$
|
754,477
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable - affiliates
|
$
|
3,062
|
|
|
$
|
16,876
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,938
|
|
Accounts payable and accrued liabilities
|
12,365
|
|
|
17,552
|
|
|
—
|
|
|
—
|
|
|
29,917
|
|
|||||
Affiliate note payable
|
—
|
|
|
11,600
|
|
|
—
|
|
|
—
|
|
|
11,600
|
|
|||||
Deferred revenue
|
—
|
|
|
991
|
|
|
—
|
|
|
—
|
|
|
991
|
|
|||||
Due to related parties
|
339,093
|
|
|
33,328
|
|
|
—
|
|
|
(372,421
|
)
|
|
—
|
|
|||||
Total current liabilities
|
354,520
|
|
|
80,347
|
|
|
—
|
|
|
(372,421
|
)
|
|
62,446
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
533,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
533,136
|
|
|||||
Other long-term liabilities
|
—
|
|
|
2,070
|
|
|
—
|
|
|
—
|
|
|
2,070
|
|
|||||
Total liabilities
|
887,656
|
|
|
82,417
|
|
|
—
|
|
|
(372,421
|
)
|
|
597,652
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Investment - Predecessor
|
—
|
|
|
818,481
|
|
|
—
|
|
|
(818,481
|
)
|
|
—
|
|
|||||
Common unitholders
(1)
|
(18,453
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,453
|
)
|
|||||
IDR holder - PBF LLC
|
2,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,526
|
|
|||||
Total PBF Logistics LP equity
|
(15,927
|
)
|
|
818,481
|
|
|
—
|
|
|
(818,481
|
)
|
|
(15,927
|
)
|
|||||
Noncontrolling interest
|
—
|
|
|
172,752
|
|
|
—
|
|
|
—
|
|
|
172,752
|
|
|||||
Total equity
|
(15,927
|
)
|
|
991,233
|
|
|
—
|
|
|
(818,481
|
)
|
|
156,825
|
|
|||||
Total liabilities and equity
|
$
|
871,729
|
|
|
$
|
1,073,650
|
|
|
$
|
—
|
|
|
$
|
(1,190,902
|
)
|
|
$
|
754,477
|
|
|
December 31, 2016
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
52,133
|
|
|
$
|
12,088
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,221
|
|
Marketable securities - current
|
40,024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,024
|
|
|||||
Accounts receivable - affiliates
|
125
|
|
|
37,738
|
|
|
—
|
|
|
—
|
|
|
37,863
|
|
|||||
Accounts receivable
|
—
|
|
|
4,294
|
|
|
—
|
|
|
—
|
|
|
4,294
|
|
|||||
Prepaid expenses and other current assets
|
306
|
|
|
1,351
|
|
|
—
|
|
|
—
|
|
|
1,657
|
|
|||||
Due from related parties
|
5,168
|
|
|
246,870
|
|
|
—
|
|
|
(252,038
|
)
|
|
—
|
|
|||||
Total current assets
|
97,756
|
|
|
302,341
|
|
|
—
|
|
|
(252,038
|
)
|
|
148,059
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
—
|
|
|
608,802
|
|
|
—
|
|
|
—
|
|
|
608,802
|
|
|||||
Investment in subsidiaries
|
694,636
|
|
|
—
|
|
|
—
|
|
|
(694,636
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
792,392
|
|
|
$
|
911,143
|
|
|
$
|
—
|
|
|
$
|
(946,674
|
)
|
|
$
|
756,861
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable - affiliates
|
$
|
1,670
|
|
|
$
|
5,961
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,631
|
|
Accounts payable and accrued liabilities
|
5,719
|
|
|
15,152
|
|
|
—
|
|
|
—
|
|
|
20,871
|
|
|||||
Current portion of long-term debt
|
39,664
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,664
|
|
|||||
Deferred revenue
|
—
|
|
|
952
|
|
|
—
|
|
|
—
|
|
|
952
|
|
|||||
Due to related parties
|
246,870
|
|
|
5,168
|
|
|
—
|
|
|
(252,038
|
)
|
|
—
|
|
|||||
Total current liabilities
|
293,923
|
|
|
27,233
|
|
|
—
|
|
|
(252,038
|
)
|
|
69,118
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
532,011
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
532,011
|
|
|||||
Other long-term liabilities
|
—
|
|
|
3,161
|
|
|
—
|
|
|
—
|
|
|
3,161
|
|
|||||
Total liabilities
|
825,934
|
|
|
30,394
|
|
|
—
|
|
|
(252,038
|
)
|
|
604,290
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Investment - Predecessor
|
—
|
|
|
700,867
|
|
|
—
|
|
|
(694,636
|
)
|
|
6,231
|
|
|||||
Common unitholders
|
241,275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241,275
|
|
|||||
Subordinated unitholder - PBF LLC
|
(276,083
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(276,083
|
)
|
|||||
IDR holder - PBF LLC
|
1,266
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,266
|
|
|||||
Total
PBF Logistics LP equity
|
(33,542
|
)
|
|
700,867
|
|
|
—
|
|
|
(694,636
|
)
|
|
(27,311
|
)
|
|||||
Noncontrolling interest
|
—
|
|
|
179,882
|
|
|
—
|
|
|
—
|
|
|
179,882
|
|
|||||
Total equity
|
(33,542
|
)
|
|
880,749
|
|
|
—
|
|
|
(694,636
|
)
|
|
152,571
|
|
|||||
Total liabilities and equity
|
$
|
792,392
|
|
|
$
|
911,143
|
|
|
$
|
—
|
|
|
$
|
(946,674
|
)
|
|
$
|
756,861
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Affiliate
|
$
|
—
|
|
|
$
|
62,359
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,359
|
|
Third-party
|
—
|
|
|
3,135
|
|
|
—
|
|
|
—
|
|
|
3,135
|
|
|||||
Total revenue
|
—
|
|
|
65,494
|
|
|
—
|
|
|
—
|
|
|
65,494
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating and maintenance expenses
|
—
|
|
|
15,930
|
|
|
—
|
|
|
—
|
|
|
15,930
|
|
|||||
General and administrative expenses
|
3,534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,534
|
|
|||||
Depreciation and amortization
|
—
|
|
|
5,610
|
|
|
—
|
|
|
—
|
|
|
5,610
|
|
|||||
Total costs and expenses
|
3,534
|
|
|
21,540
|
|
|
—
|
|
|
—
|
|
|
25,074
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from operations
|
(3,534
|
)
|
|
43,954
|
|
|
—
|
|
|
—
|
|
|
40,420
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of subsidiaries
|
43,954
|
|
|
—
|
|
|
—
|
|
|
(43,954
|
)
|
|
—
|
|
|||||
Interest expense, net
|
(7,416
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,416
|
)
|
|||||
Amortization of loan fees
|
(332
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(332
|
)
|
|||||
Net income
|
32,672
|
|
|
43,954
|
|
|
—
|
|
|
(43,954
|
)
|
|
32,672
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
3,799
|
|
|
—
|
|
|
—
|
|
|
3,799
|
|
|||||
Net income attributable to the partners
|
32,672
|
|
|
40,155
|
|
|
—
|
|
|
(43,954
|
)
|
|
28,873
|
|
|||||
Less: Net income attributable to the IDR holder
|
2,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,526
|
|
|||||
Net income attributable to PBF Logistics LP unitholders
|
$
|
30,146
|
|
|
$
|
40,155
|
|
|
$
|
—
|
|
|
$
|
(43,954
|
)
|
|
$
|
26,347
|
|
|
Three Months Ended September 30, 2016*
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Affiliate
|
$
|
—
|
|
|
$
|
38,112
|
|
|
$
|
5,730
|
|
|
$
|
—
|
|
|
$
|
43,842
|
|
Third-party
|
—
|
|
|
4,591
|
|
|
—
|
|
|
—
|
|
|
4,591
|
|
|||||
Total revenue
|
—
|
|
|
42,703
|
|
|
5,730
|
|
|
—
|
|
|
48,433
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating and maintenance expenses
|
—
|
|
|
9,311
|
|
|
3,592
|
|
|
—
|
|
|
12,903
|
|
|||||
General and administrative expenses
|
4,066
|
|
|
1
|
|
|
353
|
|
|
—
|
|
|
4,420
|
|
|||||
Depreciation and amortization
|
—
|
|
|
2,674
|
|
|
2,673
|
|
|
—
|
|
|
5,347
|
|
|||||
Total costs and expenses
|
4,066
|
|
|
11,986
|
|
|
6,618
|
|
|
—
|
|
|
22,670
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from operations
|
(4,066
|
)
|
|
30,717
|
|
|
(888
|
)
|
|
—
|
|
|
25,763
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of subsidiaries
|
29,829
|
|
|
—
|
|
|
—
|
|
|
(29,829
|
)
|
|
—
|
|
|||||
Interest expense, net
|
(7,280
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,280
|
)
|
|||||
Amortization of loan fees
|
(416
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(416
|
)
|
|||||
Net income (loss)
|
18,067
|
|
|
30,717
|
|
|
(888
|
)
|
|
(29,829
|
)
|
|
18,067
|
|
|||||
Less: Net loss attributable to Predecessor
|
—
|
|
|
(297
|
)
|
|
(4,131
|
)
|
|
—
|
|
|
(4,428
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1,621
|
|
|
—
|
|
|
1,621
|
|
|||||
Net income attributable to the partners
|
18,067
|
|
|
31,014
|
|
|
1,622
|
|
|
(29,829
|
)
|
|
20,874
|
|
|||||
Less: Net income attributable to the IDR holder
|
1,125
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,125
|
|
|||||
Net income attributable to PBF Logistics LP unitholders
|
$
|
16,942
|
|
|
$
|
31,014
|
|
|
$
|
1,622
|
|
|
$
|
(29,829
|
)
|
|
$
|
19,749
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Affiliate
|
$
|
—
|
|
|
$
|
176,916
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
176,916
|
|
Third-party
|
—
|
|
|
11,384
|
|
|
—
|
|
|
—
|
|
|
11,384
|
|
|||||
Total revenue
|
—
|
|
|
188,300
|
|
|
—
|
|
|
—
|
|
|
188,300
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating and maintenance expenses
|
—
|
|
|
47,203
|
|
|
—
|
|
|
—
|
|
|
47,203
|
|
|||||
General and administrative expenses
|
12,947
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,947
|
|
|||||
Depreciation and amortization
|
—
|
|
|
16,672
|
|
|
—
|
|
|
—
|
|
|
16,672
|
|
|||||
Total costs and expenses
|
12,947
|
|
|
63,875
|
|
|
—
|
|
|
—
|
|
|
76,822
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from operations
|
(12,947
|
)
|
|
124,425
|
|
|
—
|
|
|
—
|
|
|
111,478
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of subsidiaries
|
124,425
|
|
|
—
|
|
|
—
|
|
|
(124,425
|
)
|
|
—
|
|
|||||
Interest expense, net
|
(22,493
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,493
|
)
|
|||||
Amortization of loan fees
|
(1,125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,125
|
)
|
|||||
Net income
|
87,860
|
|
|
124,425
|
|
|
—
|
|
|
(124,425
|
)
|
|
87,860
|
|
|||||
Less: Net loss attributable to Predecessor
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
11,218
|
|
|
—
|
|
|
—
|
|
|
11,218
|
|
|||||
Net income attributable to the partners
|
87,860
|
|
|
113,357
|
|
|
—
|
|
|
(124,425
|
)
|
|
76,792
|
|
|||||
Less: Net income attributable to the IDR holder
|
6,319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,319
|
|
|||||
Net income attributable to PBF Logistics LP unitholders
|
$
|
81,541
|
|
|
$
|
113,357
|
|
|
$
|
—
|
|
|
$
|
(124,425
|
)
|
|
$
|
70,473
|
|
|
Nine Months Ended September 30, 2016*
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Affiliate
|
$
|
—
|
|
|
$
|
112,626
|
|
|
$
|
5,730
|
|
|
$
|
—
|
|
|
$
|
118,356
|
|
Third-party
|
—
|
|
|
7,285
|
|
|
—
|
|
|
—
|
|
|
7,285
|
|
|||||
Total revenue
|
—
|
|
|
119,911
|
|
|
5,730
|
|
|
—
|
|
|
125,641
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating and maintenance expenses
|
—
|
|
|
23,293
|
|
|
3,592
|
|
|
—
|
|
|
26,885
|
|
|||||
General and administrative expenses
|
13,540
|
|
|
3
|
|
|
353
|
|
|
—
|
|
|
13,896
|
|
|||||
Depreciation and amortization
|
—
|
|
|
6,870
|
|
|
2,673
|
|
|
—
|
|
|
9,543
|
|
|||||
Total costs and expenses
|
13,540
|
|
|
30,166
|
|
|
6,618
|
|
|
—
|
|
|
50,324
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from operations
|
(13,540
|
)
|
|
89,745
|
|
|
(888
|
)
|
|
—
|
|
|
75,317
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of subsidiaries
|
88,857
|
|
|
—
|
|
|
—
|
|
|
(88,857
|
)
|
|
—
|
|
|||||
Interest expense, net
|
(21,298
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,298
|
)
|
|||||
Amortization of loan fees
|
(1,261
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,261
|
)
|
|||||
Net income (loss)
|
52,758
|
|
|
89,745
|
|
|
(888
|
)
|
|
(88,857
|
)
|
|
52,758
|
|
|||||
Less: Net loss attributable to Predecessor
|
—
|
|
|
(954
|
)
|
|
(4,131
|
)
|
|
—
|
|
|
(5,085
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1,621
|
|
|
—
|
|
|
1,621
|
|
|||||
Net income attributable to the partners
|
52,758
|
|
|
90,699
|
|
|
1,622
|
|
|
(88,857
|
)
|
|
56,222
|
|
|||||
Less: Net income attributable to the IDR holder
|
2,765
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,765
|
|
|||||
Net income attributable to PBF Logistics LP unitholders
|
$
|
49,993
|
|
|
$
|
90,699
|
|
|
$
|
1,622
|
|
|
$
|
(88,857
|
)
|
|
$
|
53,457
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
87,860
|
|
|
$
|
124,425
|
|
|
$
|
—
|
|
|
$
|
(124,425
|
)
|
|
$
|
87,860
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
16,672
|
|
|
—
|
|
|
—
|
|
|
16,672
|
|
|||||
Amortization of deferred financing fees
|
1,125
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,125
|
|
|||||
Unit-based compensation expense
|
4,515
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,515
|
|
|||||
Equity in earnings of subsidiaries
|
(124,425
|
)
|
|
—
|
|
|
—
|
|
|
124,425
|
|
|
—
|
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable - affiliates
|
124
|
|
|
694
|
|
|
—
|
|
|
—
|
|
|
818
|
|
|||||
Accounts receivable
|
—
|
|
|
3,188
|
|
|
—
|
|
|
—
|
|
|
3,188
|
|
|||||
Prepaid expenses and other current assets
|
(599
|
)
|
|
270
|
|
|
—
|
|
|
—
|
|
|
(329
|
)
|
|||||
Accounts payable - affiliates
|
1,392
|
|
|
(892
|
)
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||
Accounts payable and accrued liabilities
|
5,817
|
|
|
1,888
|
|
|
—
|
|
|
—
|
|
|
7,705
|
|
|||||
Amounts due to (from) related parties
|
64,063
|
|
|
(64,063
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred revenue
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Other assets and liabilities
|
(7
|
)
|
|
(1,121
|
)
|
|
—
|
|
|
—
|
|
|
(1,128
|
)
|
|||||
Net cash provided by operating activities
|
39,865
|
|
|
81,100
|
|
|
—
|
|
|
—
|
|
|
120,965
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Toledo Terminal Acquisition
|
—
|
|
|
(10,097
|
)
|
|
—
|
|
|
—
|
|
|
(10,097
|
)
|
|||||
Expenditures for property, plant and equipment
|
—
|
|
|
(61,344
|
)
|
|
—
|
|
|
—
|
|
|
(61,344
|
)
|
|||||
Purchase of marketable securities
|
(75,036
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,036
|
)
|
|||||
Maturities of marketable securities
|
115,060
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115,060
|
|
|||||
Investment in subsidiaries
|
(10,550
|
)
|
|
—
|
|
|
—
|
|
|
10,550
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
29,474
|
|
|
(71,441
|
)
|
|
—
|
|
|
10,550
|
|
|
(31,417
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distribution to unitholders
|
(62,794
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,794
|
)
|
|||||
Distribution to TVPC members
|
—
|
|
|
(17,348
|
)
|
|
—
|
|
|
—
|
|
|
(17,348
|
)
|
|||||
Contribution from parent
|
—
|
|
|
16,007
|
|
|
—
|
|
|
(10,550
|
)
|
|
5,457
|
|
|||||
Repayment of term loan
|
(39,664
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,664
|
)
|
|||||
Net cash used in financing activities
|
(102,458
|
)
|
|
(1,341
|
)
|
|
—
|
|
|
(10,550
|
)
|
|
(114,349
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash and cash equivalents
|
(33,119
|
)
|
|
8,318
|
|
|
—
|
|
|
—
|
|
|
(24,801
|
)
|
|||||
Cash and equivalents, beginning of period
|
52,133
|
|
|
12,088
|
|
|
—
|
|
|
—
|
|
|
64,221
|
|
|||||
Cash and equivalents, end of period
|
$
|
19,014
|
|
|
$
|
20,406
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,420
|
|
|
Nine Months Ended September 30, 2016*
|
||||||||||||||||||
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Combining and Consolidating Adjustments
|
|
Total
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
52,758
|
|
|
$
|
89,745
|
|
|
$
|
(888
|
)
|
|
$
|
(88,857
|
)
|
|
$
|
52,758
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
6,870
|
|
|
2,673
|
|
|
—
|
|
|
9,543
|
|
|||||
Amortization of deferred financing fees
|
1,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,261
|
|
|||||
Unit-based compensation expense
|
3,673
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,673
|
|
|||||
Equity in earnings of subsidiaries
|
(88,857
|
)
|
|
—
|
|
|
—
|
|
|
88,857
|
|
|
—
|
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable - affiliates
|
(82
|
)
|
|
(510
|
)
|
|
(5,730
|
)
|
|
—
|
|
|
(6,322
|
)
|
|||||
Accounts receivable
|
—
|
|
|
(3,981
|
)
|
|
—
|
|
|
—
|
|
|
(3,981
|
)
|
|||||
Prepaid expenses and other current assets
|
(150
|
)
|
|
2,384
|
|
|
—
|
|
|
—
|
|
|
2,234
|
|
|||||
Accounts payable - affiliates
|
(20
|
)
|
|
(1,345
|
)
|
|
288
|
|
|
—
|
|
|
(1,077
|
)
|
|||||
Accounts payable and accrued liabilities
|
6,817
|
|
|
(558
|
)
|
|
3,304
|
|
|
—
|
|
|
9,563
|
|
|||||
Amounts due to (from) related parties
|
88,935
|
|
|
(88,935
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred revenue
|
—
|
|
|
889
|
|
|
—
|
|
|
—
|
|
|
889
|
|
|||||
Other assets and liabilities
|
(271
|
)
|
|
15
|
|
|
—
|
|
|
—
|
|
|
(256
|
)
|
|||||
Net cash provided by (used in) operating activities
|
64,064
|
|
|
4,574
|
|
|
(353
|
)
|
|
—
|
|
|
68,285
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Plains Asset Purchase
|
(98,373
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98,373
|
)
|
|||||
Expenditures for property, plant and equipment
|
—
|
|
|
(8,043
|
)
|
|
—
|
|
|
—
|
|
|
(8,043
|
)
|
|||||
Purchase of marketable securities
|
(1,779,997
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,779,997
|
)
|
|||||
Maturities of marketable securities
|
1,954,274
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,954,274
|
|
|||||
Investment in subsidiaries
|
(1,157
|
)
|
|
—
|
|
|
—
|
|
|
1,157
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
74,747
|
|
|
(8,043
|
)
|
|
—
|
|
|
1,157
|
|
|
67,861
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of common units, net of underwriters’ discount and commissions
|
138,255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
138,255
|
|
|||||
Distribution to PBF LLC related to Acquisitions from PBF
|
(175,000
|
)
|
|
|
|
—
|
|
|
—
|
|
|
(175,000
|
)
|
||||||
Distribution to unitholders
|
(48,043
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,043
|
)
|
|||||
Contribution from parent
|
—
|
|
|
4,880
|
|
|
353
|
|
|
(1,157
|
)
|
|
4,076
|
|
|||||
Proceeds from revolving credit facility
|
174,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174,700
|
|
|||||
Repayment of revolving credit facility
|
(30,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,000
|
)
|
|||||
Repayment of term loan
|
(174,536
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174,536
|
)
|
|||||
Deferred financing costs and other
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(114,629
|
)
|
|
4,880
|
|
|
353
|
|
|
(1,157
|
)
|
|
(110,553
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash and cash equivalents
|
24,182
|
|
|
1,411
|
|
|
—
|
|
|
—
|
|
|
25,593
|
|
|||||
Cash and equivalents, beginning of period
|
18,678
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,678
|
|
|||||
Cash and equivalents, end of period
|
$
|
42,860
|
|
|
$
|
1,411
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44,271
|
|
Agreements
|
Initiation Date
|
Initial Term
|
Renewals (a)
|
MVC
|
Force Majeure
|
Transportation and Terminaling
|
|
|
|
|
|
Delaware City Rail Terminaling Services Agreement
|
5/8/2014
|
7 years,
8 months
|
2 x 5
|
85,000 barrels per day (“bpd”)
|
PBFX or PBF Holding can declare
|
Toledo Truck Unloading & Terminaling Services Agreement
|
5/8/2014
|
7 years,
8 months
|
2 x 5
|
5,500 bpd
|
|
Delaware West Ladder Rack Terminaling Services Agreement
|
10/1/2014
|
7 years,
3 months
|
2 x 5
|
40,000 bpd
|
Agreements
|
Initiation Date
|
Initial Term
|
Renewals (a)
|
MVC
|
Force Majeure
|
Transportation and Terminaling (continued)
|
|
|
|
|
|
Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility
|
12/12/2014
|
10 years
|
2 x 5
|
4,400 bpd
|
PBFX or PBF Holding can declare
|
Delaware Pipeline Services Agreement
|
5/15/2015
|
10 years,
8 months
|
2 x 5
|
50,000 bpd
|
|
Delaware Pipeline Services Agreement- Magellan Connection
|
11/1/2016
|
2 years,
5 months
|
N/A
|
14,500 bpd
|
|
Delaware City Truck Loading Services Agreement- Gasoline
|
5/15/2015
|
10 years,
8 months
|
2 x 5
|
30,000 bpd
|
|
Delaware City Truck Loading Services Agreement- LPGs
|
5/15/2015
|
10 years,
8 months
|
2 x 5
|
5,000 bpd
|
|
East Coast Terminals Terminaling Services Agreements
|
5/1/2016
|
Various (f)
|
Evergreen
|
15,000 bpd (e)
|
|
East Coast Terminals Tank Lease Agreements
|
5/1/2016
|
Various (f)
|
Evergreen
|
350,000 barrels (c)
|
|
Torrance Valley Pipeline Transportation Services Agreement- North Pipeline
|
8/31/2016
|
10 years
|
2 x 5
|
50,000 bpd
|
|
Torrance Valley Pipeline Transportation Services Agreement- South Pipeline
|
8/31/2016
|
10 years
|
2 x 5
|
70,000 bpd
|
|
Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank
|
8/31/2016
|
10 years
|
2 x 5
|
55,000 barrels (c)
|
|
Torrance Valley Pipeline Transportation Services Agreement- Emidio Storage Tank
|
8/31/2016
|
10 years
|
2 x 5
|
900,000 barrels per month
|
|
Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank
|
8/31/2016
|
10 years
|
2 x 5
|
770,000 barrels per month
|
|
Paulsboro Natural Gas Pipeline Services Agreement (b)
|
8/4/2017
|
15 years
|
Evergreen
|
60,000 dekatherms per day
|
|
Toledo Terminal Services Agreement (g)
|
5/1/2016
|
1 year
|
Evergreen
|
N/A
|
|
Storage
|
|
|
|
|
|
Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility
|
12/12/2014
|
10 years
|
2 x 5
|
3,849,271 barrels (c)
|
PBFX or PBF Holding can declare
|
Chalmette Storage Agreement (d)
|
See note (d)
|
10 years
|
2 x 5
|
625,000 barrels
|
(a)
|
PBF Holding has the option to extend the agreements for up to
two
additional
five
-year terms, as applicable.
|
(b)
|
In August 2017, the New Pipeline commenced service. Concurrent with the commencement of operations, a new service agreement was entered into between PNGPC and PRC regarding the New Pipeline.
|
(c)
|
Reflects the overall capacity as stipulated by the storage agreement. The storage MVC is subject to effective operating capacity of each tank which can be impacted by routine tank maintenance and other factors.
|
(d)
|
The Chalmette Storage Agreement was entered into on February 15, 2017 but commences at the earlier of November 1, 2017 or the completion of the Chalmette Storage Tank, which is currently expected to be completed in November 2017.
|
(e)
|
The East Coast Terminals terminaling service agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between the East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding with a
15,000
bpd MVC.
|
(f)
|
The East Coast Terminals related party agreements include varying term lengths, ranging from
one
to
five
years.
|
(g)
|
Subsequent to the Toledo Terminal Acquisition, the Toledo Terminal was added to the East Coast Terminals Terminaling Service Agreements.
|
•
|
PBF Energy’s utilization of our assets in excess of the MVCs;
|
•
|
our ability to identify and execute accretive acquisitions and organic expansion projects, and capture PBF Energy’s incremental volumes or third-party volumes; and
|
•
|
our ability to increase throughput volumes at our facilities and provide additional ancillary services at those terminals and pipelines.
|
•
|
our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of EBITDA, financing methods;
|
•
|
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
|
•
|
our ability to incur and service debt and fund capital expenditures; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016*
|
|
2017
|
|
2016*
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Affiliate
|
|
$
|
62,359
|
|
|
$
|
43,842
|
|
|
$
|
176,916
|
|
|
$
|
118,356
|
|
Third-Party
|
|
3,135
|
|
|
4,591
|
|
|
11,384
|
|
|
7,285
|
|
||||
Total revenue
|
|
65,494
|
|
|
48,433
|
|
|
188,300
|
|
|
125,641
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Operating and maintenance expenses
|
|
15,930
|
|
|
12,903
|
|
|
47,203
|
|
|
26,885
|
|
||||
General and administrative expenses
|
|
3,534
|
|
|
4,420
|
|
|
12,947
|
|
|
13,896
|
|
||||
Depreciation and amortization
|
|
5,610
|
|
|
5,347
|
|
|
16,672
|
|
|
9,543
|
|
||||
Total costs and expenses
|
|
25,074
|
|
|
22,670
|
|
|
76,822
|
|
|
50,324
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
|
40,420
|
|
|
25,763
|
|
|
111,478
|
|
|
75,317
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other expense:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
(7,416
|
)
|
|
(7,280
|
)
|
|
(22,493
|
)
|
|
(21,298
|
)
|
||||
Amortization of loan fees
|
|
(332
|
)
|
|
(416
|
)
|
|
(1,125
|
)
|
|
(1,261
|
)
|
||||
Net income
|
|
32,672
|
|
|
18,067
|
|
|
87,860
|
|
|
52,758
|
|
||||
Less: Net loss attributable to Predecessor
|
|
—
|
|
|
(4,428
|
)
|
|
(150
|
)
|
|
(5,085
|
)
|
||||
Less: Net income attributable to noncontrolling interest
|
|
3,799
|
|
|
1,621
|
|
|
11,218
|
|
|
1,621
|
|
||||
Net income attributable to the partners
|
|
28,873
|
|
|
20,874
|
|
|
76,792
|
|
|
56,222
|
|
||||
Less: Net income attributable to the IDR holder
|
|
2,526
|
|
|
1,125
|
|
|
6,319
|
|
|
2,765
|
|
||||
Net income attributable to PBF Logistics LP unitholders
|
|
$
|
26,347
|
|
|
$
|
19,749
|
|
|
$
|
70,473
|
|
|
$
|
53,457
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other Data:
|
|
|
|
|
|
|
|
|
||||||||
EBITDA attributable to PBFX
|
|
$
|
40,873
|
|
|
$
|
31,482
|
|
|
$
|
112,894
|
|
|
$
|
85,475
|
|
Distributable cash flow
|
|
32,169
|
|
|
25,073
|
|
|
91,242
|
|
|
66,558
|
|
||||
Capital expenditures, including acquisitions
|
|
15,056
|
|
|
4,603
|
|
|
71,441
|
|
|
106,416
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016*
|
|
2017
|
|
2016*
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Net income
|
|
$
|
32,672
|
|
|
$
|
18,067
|
|
|
$
|
87,860
|
|
|
$
|
52,758
|
|
Interest expense, net
|
|
7,416
|
|
|
7,280
|
|
|
22,493
|
|
|
21,298
|
|
||||
Amortization of loan fees
|
|
332
|
|
|
416
|
|
|
1,125
|
|
|
1,261
|
|
||||
Depreciation and amortization
|
|
5,610
|
|
|
5,347
|
|
|
16,672
|
|
|
9,543
|
|
||||
EBITDA
|
|
46,030
|
|
|
31,110
|
|
|
128,150
|
|
|
84,860
|
|
||||
Less: Predecessor EBITDA
|
|
—
|
|
|
(2,439
|
)
|
|
(40
|
)
|
|
(2,682
|
)
|
||||
Less: Noncontrolling interest EBITDA
|
|
5,157
|
|
|
2,067
|
|
|
15,296
|
|
|
2,067
|
|
||||
EBITDA attributable to PBFX
|
|
40,873
|
|
|
31,482
|
|
|
112,894
|
|
|
85,475
|
|
||||
Non-cash unit-based compensation expense
|
|
807
|
|
|
963
|
|
|
4,515
|
|
|
3,673
|
|
||||
Cash interest
|
|
(8,006
|
)
|
|
(7,280
|
)
|
|
(23,622
|
)
|
|
(21,298
|
)
|
||||
Maintenance capital expenditures
|
|
(1,505
|
)
|
|
(92
|
)
|
|
(2,545
|
)
|
|
(1,292
|
)
|
||||
Distributable cash flow
|
|
$
|
32,169
|
|
|
$
|
25,073
|
|
|
$
|
91,242
|
|
|
$
|
66,558
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016*
|
|
2017
|
|
2016*
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Net cash provided by operating activities:
|
|
$
|
30,312
|
|
|
$
|
25,686
|
|
|
$
|
120,965
|
|
|
$
|
68,285
|
|
Change in operating assets and liabilities
|
|
9,109
|
|
|
(893
|
)
|
|
(10,793
|
)
|
|
(1,050
|
)
|
||||
Interest expense, net
|
|
7,416
|
|
|
7,280
|
|
|
22,493
|
|
|
21,298
|
|
||||
Non-cash unit-based compensation expense
|
|
(807
|
)
|
|
(963
|
)
|
|
(4,515
|
)
|
|
(3,673
|
)
|
||||
EBITDA
|
|
46,030
|
|
|
31,110
|
|
|
128,150
|
|
|
84,860
|
|
||||
Less: Predecessor EBITDA
|
|
—
|
|
|
(2,439
|
)
|
|
(40
|
)
|
|
(2,682
|
)
|
||||
Less: Noncontrolling interest EBITDA
|
|
5,157
|
|
|
2,067
|
|
|
15,296
|
|
|
2,067
|
|
||||
EBITDA attributable to PBFX
|
|
40,873
|
|
|
31,482
|
|
|
112,894
|
|
|
85,475
|
|
||||
Non-cash unit-based compensation expense
|
|
807
|
|
|
963
|
|
|
4,515
|
|
|
3,673
|
|
||||
Cash interest
|
|
(8,006
|
)
|
|
(7,280
|
)
|
|
(23,622
|
)
|
|
(21,298
|
)
|
||||
Maintenance capital expenditures
|
|
(1,505
|
)
|
|
(92
|
)
|
|
(2,545
|
)
|
|
(1,292
|
)
|
||||
Distributable cash flow
|
|
$
|
32,169
|
|
|
$
|
25,073
|
|
|
$
|
91,242
|
|
|
$
|
66,558
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016*
|
|
2017
|
|
2016*
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Net income attributable to noncontrolling interest
|
|
$
|
3,799
|
|
|
$
|
1,621
|
|
|
$
|
11,218
|
|
|
$
|
1,621
|
|
Depreciation and amortization related to noncontrolling interest (*)
|
|
1,358
|
|
|
446
|
|
|
4,078
|
|
|
446
|
|
||||
Noncontrolling interest EBITDA
|
|
$
|
5,157
|
|
|
$
|
2,067
|
|
|
$
|
15,296
|
|
|
$
|
2,067
|
|
•
|
an
increase
in total revenues of approximately
$17.1 million
, or
35.2%
, primarily attributable to a new service agreement entered into between PNGPC and PRC upon the commencement of the New Pipeline in August 2017, the Toledo Terminal operations, increased throughput at the East Coast Terminals and
|
•
|
a
decrease
in general and administrative expenses of approximately
$0.9 million
, or
20.0%
, as a result of lower acquisition related costs and lower unit-based compensation expense, partially offset by higher fees associated with the Omnibus Agreement;
|
•
|
an
increase
in operating and maintenance expenses of approximately
$3.0 million
, or
23.5%
, as a result of increased operating and maintenance expense for the Torrance Valley Pipeline and the East Coast Terminals and expenses related to the Toledo Terminal subsequent to our acquisition, partially offset by decreases in outside services and maintenance and materials expenses mainly due to lower throughput at our other assets and timing of maintenance activities;
|
•
|
an
increase
in depreciation and amortization expenses of approximately
$0.3 million
, or
4.9%
, as a result of the additions to property, plant and equipment related to the the Torrance Valley Pipeline and the Paulsboro Natural Gas Pipeline; and
|
•
|
an
increase
in interest expense, net of approximately
$0.1 million
, or
1.9%
, attributable to the interest costs associated with the Affiliate Note Payable.
|
•
|
an
increase
in total revenues of approximately
$62.7 million
, or
49.9%
, primarily attributable to a new service agreement entered into between PNGPC and PRC upon the commencement of the New Pipeline in August 2017, the Toledo Terminal operations, the East Coast Terminals operations and commercial agreements with PBF Energy related to the Torrance Valley Pipeline entered into in September 2016;
|
•
|
a
decrease
in general and administrative expenses of approximately
$0.9 million
, or
6.8%
, as a result of lower acquisition related costs, partially offset by higher unit-based compensation expense and higher fees associated with the Omnibus Agreement;
|
•
|
an
increase
in operating and maintenance expenses of approximately
$20.3 million
, or
75.6%
, as a result of increased operating and maintenance expense for the Torrance Valley Pipeline and the East Coast Terminals and expenses related to the Toledo Terminal subsequent to our acquisition, partially offset by decreases in outside services and maintenance and materials expenses mainly due to lower throughput at our other assets and timing of maintenance activities;
|
•
|
an
increase
in depreciation and amortization expenses of approximately
$7.1 million
, or
74.7%
, as a result of the additions to property, plant and equipment related to the East Coast Terminals, the Torrance Valley Pipeline and the Paulsboro Natural Gas Pipeline; and
|
•
|
an
increase
in interest expense, net of approximately
$1.2 million
, or
5.6%
, attributable to the interest costs associated with the Affiliate Note Payable and higher borrowings under our Revolving Credit Facility.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016*
|
|
2017
|
|
2016*
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Affiliate
|
|
$
|
56,772
|
|
|
$
|
38,360
|
|
|
$
|
160,065
|
|
|
$
|
102,030
|
|
Third-Party
|
|
3,135
|
|
|
4,591
|
|
|
11,384
|
|
|
7,285
|
|
||||
Total revenue
|
|
59,907
|
|
|
42,951
|
|
|
171,449
|
|
|
109,315
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Operating and maintenance expenses
|
|
13,862
|
|
|
10,351
|
|
|
41,669
|
|
|
20,139
|
|
||||
Depreciation and amortization
|
|
4,989
|
|
|
4,752
|
|
|
14,830
|
|
|
7,713
|
|
||||
Total costs and expenses
|
|
18,851
|
|
|
15,103
|
|
|
56,499
|
|
|
27,852
|
|
||||
Transportation and Terminaling Segment Operating Income
|
|
$
|
41,056
|
|
|
$
|
27,848
|
|
|
$
|
114,950
|
|
|
$
|
81,463
|
|
|
|
|
|
|
|
|
|
|
||||||||
Key Operating Information
|
|
|
|
|
|
|
|
|
||||||||
Transportation and Terminaling Segment
|
|
|
|
|
|
|
|
|
||||||||
Terminals
|
|
|
|
|
|
|
|
|
||||||||
Total throughput (bpd)
(1)
|
|
196,985
|
|
|
154,466
|
|
|
202,896
|
|
|
158,789
|
|
||||
Lease tank capacity (average lease capacity barrels per month)
|
|
1,922,453
|
|
|
2,036,599
|
|
|
2,141,027
|
|
|
2,045,556
|
|
||||
Pipelines
|
||||||||||||||||
Total throughput (bpd)
(1)
|
|
137,262
|
|
|
130,063
|
|
|
134,951
|
|
|
128,434
|
|
||||
Lease tank capacity (average lease capacity barrels per month)
|
|
1,273,634
|
|
|
1,475,619
|
|
|
1,132,124
|
|
|
1,475,619
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Affiliate
|
|
$
|
5,587
|
|
|
$
|
5,482
|
|
|
$
|
16,851
|
|
|
$
|
16,326
|
|
Third-Party
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total revenue
|
|
5,587
|
|
|
5,482
|
|
|
16,851
|
|
|
16,326
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Operating and maintenance expenses
|
|
2,068
|
|
|
2,552
|
|
|
5,534
|
|
|
6,746
|
|
||||
Depreciation and amortization
|
|
621
|
|
|
595
|
|
|
1,842
|
|
|
1,830
|
|
||||
Total costs and expenses
|
|
2,689
|
|
|
3,147
|
|
|
7,376
|
|
|
8,576
|
|
||||
Storage Segment Operating Income
|
|
$
|
2,898
|
|
|
$
|
2,335
|
|
|
$
|
9,475
|
|
|
$
|
7,750
|
|
|
|
|
|
|
|
|
|
|
||||||||
Key Operating Information
|
|
|
|
|
|
|
|
|
||||||||
Storage Segment
|
|
|
|
|
|
|
|
|
||||||||
Storage capacity reserved (average shell capacity barrels per month)
(1)
|
|
3,709,693
|
|
|
3,654,916
|
|
|
3,729,789
|
|
|
3,628,037
|
|
Related Earnings Period:
|
Q4 2016
|
|
Q1 2017
|
|
Q2 2017
|
|
|||
Distribution date
|
March 13, 2017
|
|
May 31, 2017
|
|
August 31, 2017
|
|
|||
Record date
|
February 27, 2017
|
|
May 16, 2017
|
|
August 15, 2017
|
|
|||
Per unit
|
$
|
0.45
|
|
$
|
0.46
|
|
$
|
0.47
|
|
Public
|
$
|
10,487
|
|
$
|
10,760
|
|
$
|
11,014
|
|
PBF LLC
|
9,572
|
|
10,178
|
|
10,783
|
|
|||
Total distribution
|
$
|
20,059
|
|
$
|
20,938
|
|
$
|
21,797
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016*
|
||||
|
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
|
$
|
120,965
|
|
|
$
|
68,285
|
|
Net cash (used in) provided by investing activities
|
|
(31,417
|
)
|
|
67,861
|
|
||
Net cash used in financing activities
|
|
(114,349
|
)
|
|
(110,553
|
)
|
||
Net change in cash and cash equivalents
|
|
$
|
(24,801
|
)
|
|
$
|
25,593
|
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016*
|
||||
|
(In thousands)
|
||||||
Expansion
|
$
|
68,896
|
|
|
$
|
105,124
|
|
Maintenance
|
2,545
|
|
|
1,292
|
|
||
Total capital expenditures
|
$
|
71,441
|
|
|
$
|
106,416
|
|
Exhibit Number
|
|
Description
|
|
Firm Transportation Service Agreement dated as of August 3, 2017, by and between Paulsboro Natural Gas Pipeline Company LLC and Paulsboro Refining Company LLC.
|
|
|
Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Logistics LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Erik Young, Chief Financial Officer of PBF Logistics LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Logistics LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Erik Young, Chief Financial Officer of PBF Logistics LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
PBF Logistics LP
|
|
|
|
By:
|
PBF Logistics GP LLC, its general partner
|
|
|
|
|
|
|
Date:
|
November 2, 2017
|
|
By:
|
/s/ Erik Young
|
|
|
|
|
Erik Young
Senior Vice President, Chief Financial Officer and Director
(Duly Authorized Officer and Principal Financial Officer)
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
Firm Transportation Service Agreement dated as of August 3, 2017, by and between Paulsboro Natural Gas Pipeline Company LLC and Paulsboro Refining Company LLC.
|
|
|
Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Logistics LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Erik Young, Chief Financial Officer of PBF Logistics LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Logistics LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Erik Young, Chief Financial Officer of PBF Logistics LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
Paulsboro Natural Gas Pipeline Company LLC
|
|
Paulsboro Refining Company LLC
|
One Sylvan Way, Second Floor
|
|
One Sylvan Way, Second Floor
|
Parsippany, New Jersey 07054
|
|
Parsippany, New Jersey 07054
|
Attention: Jim Fedena
|
|
Attention: Alan King
|
|
|
|
With a copy to:
|
|
With a copy to:
|
|
|
|
Paulsboro Natural Gas Pipeline Company LLC
|
|
Paulsboro Refining Company LLC
|
One Sylvan Way, Second Floor
|
|
One Sylvan Way, Second Floor
|
Parsippany, New Jersey 07054
|
|
Parsippany, New Jersey 07054
|
Attention: General Counsel
|
|
Attention: General Counsel
|
Transportation
Service Commencement
Date
|
Maximum Daily Transportation Quantity
(in dekatherms)
|
Primary
Receipt Point(s)
|
Primary
Delivery Point Area(s)
|
Minimum Delivery Pressure Obligation (in psig)
|
Transportation
Service Termination
Date
|
8/4//2017
|
60,000
|
Texas Eastern M3 Meter #73127
|
Paulsboro Refining Company, LLC
|
350
|
8/4/2032
|
|
|
|
/s/ Thomas J. Nimbley
|
|
|
Thomas J. Nimbley
Chief Executive Officer
PBF Logistics GP LLC,
the general partner of PBF Logistics LP
|
|
|
|
|
|
/s/ Erik Young
|
|
|
Erik Young
Senior Vice President and Chief Financial Officer
PBF Logistics GP LLC,
the general partner of PBF Logistics LP
|
|
|
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PBF Logistics LP.
|
|
|
|
|
/s/ Thomas J. Nimbley
|
|
Thomas J. Nimbley
|
|
Chief Executive Officer
|
|
PBF Logistics GP LLC,
|
|
the general partner of PBF Logistics LP
|
|
November 2, 2017
|
|
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PBF Logistics LP.
|
|
|
|
|
/s/ Erik Young
|
|
Erik Young
|
|
Senior Vice President and Chief Financial Officer
|
|
PBF Logistics GP LLC,
|
|
the general partner of PBF Logistics LP
|
|
November 2, 2017
|
|