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, ~~2017,~~2020, owned ~~96.6%~~99.2% of the total economic interest in PBF LLC. In addition, PBF LLC is the sole managing member of PBF Holding Company LLC (“PBF Holding”), a Delaware limited liability company and affiliate of PBFX. PBF LLC owns ~~18,459,497 of PBFX’s~~29,953,631 PBFX common units constituting an aggregate ~~44.1%~~of 48.0% limited partner interest in PBFX, ~~and owns all of PBFX’s incentive distribution rights (“IDRs”),~~ with the remaining ~~55.9%~~52.0% limited partner interest owned by public unitholders as of September 30, ~~2017.~~2020.

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (this “Form 10-Q”) to “Predecessor,” and “we,” “our,” “us,” or like terms, when used in the context of periods prior to ~~PBFX’s initial public offering, which closed on May 14, 2014 (the “Offering”),~~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 ~~refined product~~intermediates transportation, terminaling, storage and ~~storage~~processing assets previously operated and owned by PBF Holding’s subsidiaries ~~Delaware City Refining Company LLC (“DCR”), Toledo Refining Company LLC (“TRC”),~~ and PBF Holding’s previously held ~~subsidiaries, Delaware Pipeline Company LLC (“DPC”), Torrance Valley Pipeline Company LLC (“TVPC”), and Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”).~~subsidiaries. As of September 30, ~~2017,~~2020, PBF Holding, together with its subsidiaries, owns and operates ~~five~~six oil refineries and related

facilities in North America. PBF Energy, through its ownership of PBF LLC, controls all of the business and affairs of PBFX and PBF Holding.

References in this Form 10-Q to “PBF Logistics LP,” “PBFX,” the ~~“Partnership” and~~“Partnership,” “we,” “our,” or “us,” or like terms used in the context of periods on or after ~~May 14, 2014,~~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,”~~“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, and,~~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~~on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and, of course, it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations, which we refer to as “cautionary statements,” are disclosed under “Item 1A. Risk ~~Factors,”~~Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations” and~~Operations,” elsewhere in this Form ~~10-Q;~~10-Q, in our Annual Report on Form 10-K for the year ended December 31, ~~2016, which we refer to as our 2016~~2019 (our “2019 Form ~~10-K; in our Form 8-K issued May 11, 2017, which retrospectively adjusted items 6, 7 and 8 of our 2016 Form 10-K to give effect to the acquisition of PNGPC,~~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 couldaffect our results include:

~~our limited operating history as a separate public partnership;~~

•changes in general economic ~~conditions;~~conditions, including market and macro-economic disruptions resulting from the coronavirus disease 2019 (“COVID-19”) pandemic and related governmental and consumer responses;

•our ability to make, complete and integrate acquisitions from affiliates or third ~~parties;~~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, which~~revenue subjects us to the business risks of PBF Energy, which include the possibility that contracts will not be renewed because they are no longer beneficial for PBF Energy;

•a substantial majority of our revenue is generated at ~~certain of~~ PBF Energy’s facilities, particularly at PBF Energy’s Delaware City, Toledo and Torrance refineries, and any adverse development at any of these facilities could have a material adverse effect on us;

•our ability to complete internal growth projects on time and on budget;

•the price and availability of debt and equity financing;

•operating hazards and other risks incidental to ~~handling~~the processing of crude oil ~~petroleum~~and the receiving, handling, storage and transferring of crude oil, refined products, natural gas and ~~natural gas;~~

intermediates;

•natural disasters, weather-related delays, casualty losses and other matters beyond our control;

•the threat of cyber-attacks;

•our and PBF Energy’s increased dependence on technology;

•interest rates;

•labor relations;

•changes in the availability and cost of capital;

•the effects of existing and future laws and governmental regulations, including those related to the shipment of crude oil by ~~trains;~~rail;

•changes in insurance markets impacting costs and the level and types of coverage available;

•the timing and extent of changes in commodity prices and demand for PBF Energy’s refined products and natural gas and the differential in the prices of different crude oils;

•the suspension, reduction or termination of PBF Energy’s obligations under our commercial agreements;

•disruptions due to equipment interruption or failure at our facilities, PBF Energy’s facilities or third-party facilities on which our business is dependent;

~~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,~~U.S., we undertake no obligation to update or revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

PBF LOGISTICS LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except unit data)


	September 30, 2020		December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	27,851	$	34,966

Accounts receivable - affiliates	55,902		48,056
Accounts receivable	9,410		7,351
Prepaids and other current assets	4,393		3,828
Total current assets	97,556		94,201
Property, plant and equipment, net	829,832		854,610
Goodwill	6,332		6,332
Other non-current assets	8,047		17,859
Total assets	$	941,767	$	973,002

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable - affiliates	$	6,569	$	6,454
Accounts payable	5,013		10,224
Accrued liabilities	36,047		27,839


Deferred revenue	5,503		3,189
Total current liabilities	53,132		47,706
Long-term debt	733,414		802,104
Other long-term liabilities	1,665		18,109
Total liabilities	788,211		867,919

Commitments and contingencies (Note 10)

Equity:

Common unitholders (62,360,524 and 62,130,035 units issued and outstanding, as of September 30, 2020 and December 31, 2019, respectively)	153,556		105,083




Total equity	153,556		105,083
Total liabilities and equity	$	941,767	$	973,002

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

(1) Subsequent to the conversion of the PBFX subordinated units held by PBF LLC, common units held by the public and PBF LLC are shown in total. Refer to Notes 6 “Equity” and 8 “Net Income per Unit” in the accompanying Notes to Condensed Consolidated Financial Statements for further discussion regarding the subordinated units’ conversion.

See Notes to Condensed Consolidated Financial Statements.

PBF LOGISTICS LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except unit and per unit data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Revenue:
Affiliate	$	70,716	$	78,026	$	218,681	$	224,014
Third-party	18,294		8,351		52,487		23,958
Total revenue	89,010		86,377		271,168		247,972

Costs and expenses:
Operating and maintenance expenses	22,730		28,356		75,385		86,825
General and administrative expenses	4,112		4,552		12,798		18,142
Depreciation and amortization	14,305		9,079		36,821		26,654
Impairment expense	7,000		0		7,000		0
Change in contingent consideration	(14,765)		0		(14,235)		0
Total costs and expenses	33,382		41,987		117,769		131,621

Income from operations	55,628		44,390		153,399		116,351

Other expense:
Interest expense, net	(10,544)		(12,230)		(33,929)		(34,359)
Amortization of loan fees and debt premium	(328)		(444)		(1,309)		(1,339)
Accretion on discounted liabilities	(594)		(722)		(1,726)		(2,255)

Net income	44,162		30,994		116,435		78,398

Less: Net income attributable to noncontrolling interest	0		0		0		7,881


Net income attributable to PBF Logistics LP unitholders	$	44,162	$	30,994	$	116,435	$	70,517

Net income per limited partner unit:
Common units - basic	$	0.71	$	0.50	$	1.87	$	1.23
Common units - diluted	0.71		0.50		1.87		1.23


Weighted-average limited partner units outstanding:
Common units - basic	62,519,105		62,361,974		62,424,217		57,314,382
Common units - diluted	62,529,489		62,460,669		62,429,475		57,385,166

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

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

(1) PBFX bases its calculation of net income per limited partner unit on the weighted-average number of limited partner units outstanding during the period. The weighted-average number of common and subordinated units reflects the conversion of the subordinated units to common units on June 1, 2017. Refer to Notes 6 “Equity” and 8 “Net Income per Unit” in the accompanying Notes to Condensed Consolidated Financial Statements for further discussion.

See Notes to Condensed Consolidated Financial Statements.

PBF LOGISTICS LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


	Nine Months Ended September 30,
	2020		2019
Cash flows from operating activities:
Net income	$	116,435	$	78,398
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	36,821		26,654
Impairment expense	7,000		0
Amortization of loan fees and debt premium	1,309		1,339
Accretion on discounted liabilities	1,726		2,255
Unit-based compensation expense	3,242		5,622
Change in contingent consideration	(14,235)		0
Changes in operating assets and liabilities:
Accounts receivable - affiliates	(7,846)		(29,351)
Accounts receivable	(2,059)		2,369
Prepaids and other current assets	(565)		(1,486)

Accounts payable - affiliates	115		137
Accounts payable	(5,674)		1,894
Accrued liabilities	7,748		9,672
Deferred revenue	2,314		81
Other assets and liabilities	(4,902)		(1,941)
Net cash provided by operating activities	141,429		95,643

Cash flows from investing activities:


Expenditures for property, plant and equipment	(9,635)		(23,180)


Net cash used in investing activities	$	(9,635)	$	(23,180)

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
—

See Notes to Condensed Consolidated Financial Statements.

PBF LOGISTICS LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(unaudited, in thousands)


	Nine Months Ended September 30,
	2020		2019



























Cash flows from financing activities:

Proceeds from issuance of common units	$	0	$	132,483

Acquisition of TVPC noncontrolling interest	0		(200,000)
Distributions to unitholders	(69,718)		(91,611)


Distributions to TVPC members	0		(8,500)


Proceeds from revolving credit facility	100,000		228,000


Repayment of revolving credit facility	(170,000)		(101,000)

Deferred financing costs and other	809		835
Net cash used in financing activities	(138,909)		(39,793)

Net change in cash and cash equivalents	(7,115)		32,670
Cash and cash equivalents, beginning of period	34,966		19,908
Cash and cash equivalents, end of period	$	27,851	$	52,578

Supplemental disclosure of non-cash investing and financing activities:
Accrued and unpaid capital expenditures	$	843	$	338
Contribution of net assets from PBF LLC	0		242

Units issued in connection with the IDR Restructuring	0		215,300

Assets acquired under operating leases	0		482

See Notes to Condensed Consolidated Financial Statements.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT ~~BARREL, DEKATHERM,~~ UNIT AND PER UNIT DATA)

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

PBF Logistics LP (“PBFX” or the “Partnership”) is a Delaware master limited partnership formed in February 2013. PBF Logistics GP LLC (“PBF GP” or “our general partner”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of PBF LLC and, as of September 30, ~~2017,~~2020, owned ~~96.6%~~99.2% of the total economic interest in PBF LLC. In addition, PBF LLC is the sole managing member of PBF Holding Company LLC (“PBF Holding”), a Delaware limited liability company and affiliate of PBFX. PBF LLC ~~owns 18,459,497 of PBFX’s~~owned 29,953,631 PBFX common units constituting an aggregate ~~44.1%~~of 48.0% limited partner interest in PBFX, ~~and owns all of PBFX’s incentive distribution rights (“IDRs”),~~ with the remaining ~~55.9%~~52.0% limited partner interest owned by public unitholders as of September 30, ~~2017.~~2020.

PBFX engages in the processing of crude oil and the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates. The Partnership does not take ownership of or receive any payments based on the value of the crude oil, products, natural gas or intermediates that it handles and does not engage in the trading of any commodities. PBFX’s assets are integral to the operations of PBF Holding’s ~~refineries.~~

~~On February 28, 2017, the Partnership’s wholly-owned subsidiary, PBFX Operating Company LP (“PBFX Op Co”), acquired from PBF LLC all the issued~~refineries, and, outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”) for an aggregate purchase price of $11,600 (the “PNGPC Acquisition”). PNGPC owns and operates an existing interstate natural gas pipeline which serves PBF Holding’s Paulsboro Refinery (the “Paulsboro Natural Gas Pipeline”) and is subject to regulation by the Federal Energy Regulatory Commission (“FERC”). In connection with the PNGPC Acquisition, the Partnership constructed a new pipeline (the “New Pipeline”) to replace the existing pipeline, which commenced services in August 2017. This acquisition was accounted for as a transfer of assets between entities under common control under U.S. generally accepted accounting principles (“GAAP”). Refer to Note 2 “Acquisitions” of the Notes to Condensed Consolidated Financial Statements for further discussion regarding the PNGPC Acquisition.

Effective February 2017, PBFX Op Co assumed construction of a crude oil storage tank at PBF Holding’s Chalmette Refinery (the “Chalmette Storage Tank”), which is expected to be in service and operational during the fourth quarter of 2017. PBFX Op Co and Chalmette Refining, L.L.C. (“Chalmette Refining”), a wholly-owned subsidiary of PBF Holding, have entered into a twenty-year lease for the premises upon which the tank will be located and the Project Management Agreement (as defined in Note 10 “Related Party Transactions” of the Notes to Condensed Consolidated Financial Statements) pursuant to which Chalmette Refining has managed the construction of the tank.

On April 17, 2017, the Partnership’s wholly-owned subsidiary, PBF Logistics Products Terminals LLC (“PLPT”), acquired the Toledo, Ohio refined products terminal assets (the “Toledo Terminal”) from Sunoco Logistics Partners L.P. (the “Seller”) for an aggregate purchase price of $10,000, plus working capital (the “Toledo Terminal Acquisition”). The Toledo Terminal is directly connected to, and currently supplied by, PBF Holding’s Toledo Refinery. This acquisition was accounted for as a business combination under GAAP. Refer to Note 2 “Acquisitions” of the Notes to Condensed Consolidated Financial Statements for further discussion regarding the Toledo Terminal Acquisition.

Subsequent to the Partnership’s initial public offering (the “Offering”), the Acquisitions from PBF (as defined below), the purchase of the four refined product terminals located in and around Philadelphia (the “East Coast Terminals”) and the Toledo Terminal Acquisition,result, the Partnership continues to generate a substantial majority of its revenue from transactions with PBF Holding. Additionally, certain of PBFX’s assets generate revenue from third-party transactions.

Business Developments

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

Principles of Combination and Consolidation and Basis of Presentation

In connection with, ~~the Offering, PBF LLC contributed the assets, liabilities~~ and ~~results of operations of certain crude oil terminaling assets~~subsequent to, ~~the Partnership. The assets consisted of a double loop track with ancillary~~

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~pumping and unloading equipment (the “DCR Rail Terminal”~~PBFX’s initial public offering (“IPO”) ~~and a crude truck unloading terminal consisting of lease automatic custody transfer (“LACT”) units (the “Toledo Truck Terminal”).~~

~~Subsequent to the Offering,~~, the Partnership has acquired certain assets from PBF LLC a heavy crude oil rail unloading facility at the Delaware City Refinery (the “DCR West Rack”), a tank farm and related facilities, which included a propane storage and loading facility (the “Toledo Storage Facility”), an interstate petroleum products pipeline (the “Delaware City Products Pipeline”) and truck loading rack (the “Delaware City Truck Rack”), which are collectively(collectively referred to as the ~~“Delaware City Products Pipeline and Truck Rack,”~~“Contributed Assets”). Such acquisitions completed subsequent to the ~~San Joaquin Valley pipeline system, which consists~~IPO were made through a series of ~~the M55, M1 and M70 crude pipeline systems including pipeline stations~~dropdown transactions with ~~storage capacity and truck unloading capacity (the “Torrance Valley Pipeline”), and the Paulsboro Natural Gas Pipeline. These transactions are collectively~~PBF LLC (collectively referred to as the “Acquisitions from PBF.” Subsequent to the Acquisitions from PBF, the DCR Rail Terminal, the Toledo Truck Terminal, the DCR West Rack, the Toledo Storage Facility, the Delaware City Products Pipeline and Truck Rack, the Torrance Valley Pipeline and the Paulsboro Natural Gas Pipeline are collectively referred to as the “Contributed Assets.”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~~The accompanying condensed consolidated financial statements and related notes present solely the consolidated financial position and consolidated financial results of ~~operations and cash flow of our Predecessor for all periods presented prior~~PBFX. Refer 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, ~~2016~~2019 (the ~~“2016~~“2019 Form 10-K”) ~~and Form 8-K issued May 11, 2017, which retrospectively adjusted items 6, 7 and 8 of the 2016 Form 10-K to give effect to the acquisition of PNGPC~~ for additional

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

information regarding the Acquisitions from PBF and the ~~commercial~~ agreements ~~and amendments to other agreements~~that were entered into or amended with related parties ~~executed~~ in connection with these ~~acquisitions, and (ii) Note 2 “Acquisitions” of the Notes to Condensed Consolidated Financial Statements for further discussion regarding the PNGPC Acquisition.~~acquisitions.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with ~~GAAP~~U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, ~~they~~these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, PBFX has included all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, ~~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, ~~2017~~2020 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~~revenue independent of other PBF Energy businesses prior to the ~~Offering~~IPO or ~~for assets acquired in the Acquisitions from PBF, with the exception of the Delaware City Products Pipeline, prior to~~ the effective dates of ~~each transaction.~~the Acquisitions from PBF. All intercompany accounts and transactions have been eliminated.

~~Recent~~Recently Adopted Accounting ~~Pronouncements~~Guidance

In ~~August 2015,~~June 2016, the Financial Accounting Standards Board ~~(“FASB”~~(the “FASB”) issued Accounting Standards Update (“ASU”) No. ~~2015-14, “Revenue from Contracts with Customers~~2016-13, “Financial Instruments—Credit Losses (Topic ~~606): Deferral~~326); Measurement of ~~the Effective Date”~~Credit Losses on Financial Instruments” (“ASU ~~2015-14”~~2016-13”)~~, which defers~~. This guidance amends the ~~effective~~guidance on measuring credit losses on financial assets held at amortized cost. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date ~~of ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) for all entities by one year. Additional ASUs have been issued in 2016~~based on historical experience, current conditions and ~~2017 that provide certain implementation~~reasonable and supportable forecasts. This guidance related to ASU 2014-09 (collectively, the Partnership refers to ASU 2014-09 and these additional ASUs as the “Updated Revenue Recognition Guidance”). The Updated Revenue Recognition Guidance will replace most existing revenue recognition guidance in GAAP when it becomes effective. Under ASU 2015-14, this guidance becomesis effective for ~~interim and annual periods~~fiscal years beginning after December 15, ~~2017~~2019, including interim periods within those fiscal years. The Partnership adopted ASU 2016-13 effective January 1, 2020. The adoption of ASU 2016-13 did not have a material impact on the Partnership’s condensed consolidated financial statements. Refer to Note 4 “Current Expected Credit Losses” of the Notes to Condensed Consolidated Financial Statements for further disclosure related to the adoption of this pronouncement.

Recently Issued Accounting Pronouncements

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

2. REVENUE

Revenue Recognition

Revenue is recognized when control of the promised goods or ~~modified retrospective transition method. Under ASU 2015-14, early adoption~~services is ~~permitted only as~~transferred to our customers, in an amount that reflects the consideration the Partnership expects to be entitled to in exchange for those goods or services.

As disclosed in Note 12 “Segment Information” of ~~annual reporting periods beginning after December 15, 2016,~~

the Notes to Condensed Consolidated Financial Statements, the Partnership’s business consists of 2 reportable segments: (i) Transportation and Terminaling and (ii) Storage.

911

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT ~~BARREL, DEKATHERM,~~ UNIT AND PER UNIT DATA)

The following table provides information relating to the Partnership’s revenue for each service category by segment for the periods presented:

~~including interim reporting periods within that reporting period.~~


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Transportation and Terminaling Segment
Terminaling	$	35,468	$	39,399	$	108,196	$	105,904
Pipeline	19,974		21,089		60,732		60,042
Other	11,550		12,781		35,016		42,938
Total	66,992		73,269		203,944		208,884
Storage Segment
Storage	13,815		13,108		41,366		39,088
Other	8,203		0		25,858		0
Total	22,018		13,108		67,224		39,088
Total Revenue	$	89,010	$	86,377	$	271,168	$	247,972

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

Minimum Volume Commitments

Transportation and Terminaling Segment

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

Certain of the Partnership’s customers may apply deficiency payment amounts as a credit against volumes throughput in excess of its MVC, as applicable, during subsequent quarters under the terms of the applicable agreement. The Partnership ~~will adopt this new standard effective January 1, 2018, using~~recognizes operating revenue for the ~~modified retrospective application. Under that method,~~deficiency payments when credits are used for volumes transported in excess of MVCs or at the ~~cumulative effect~~end of ~~initially applying~~ the ~~standard is~~contractual period. Unused credits determined to have a remote chance of being utilized by customers in the future are recognized as ~~an adjustment to the opening balance of retained earnings, and revenues reported~~operating revenue in the ~~periods prior~~period when that determination is made. The use or recognition of the credits is recorded as a reduction to ~~the date of adoption are not changed.~~ deferred revenue.

Storage Segment

The ~~working group is progressing through its implementation plan~~Partnership earns storage revenue under crude oil and ~~continues to evaluate the impact of this new standard on the Partnership’s consolidated financial statements and related disclosures. Additionally,~~refined products storage contracts. In addition, the Partnership ~~has begun training the relevant staff~~earns storage revenue under its processing agreement at its ~~corporate headquarters~~East Coast storage facility. Certain of these affiliate and ~~at PBF Holding's refineries on~~third-party contracts contain capacity reservation agreements, under which the ~~Updated Revenue Recognition Guidance, including potential impacts on internal reporting and disclosure requirements. Although the Partnership’s analysis of the new standard is still~~Partnership collects a fee for reserving storage capacity for customers in ~~process and interpretative and industry specific guidance is still developing,~~its facilities. Customers generally pay reservation fees based on the ~~results to date, we have reached tentative conclusions for most contract types and do not believe revenue recognition patterns will change materially. However, it is expected that~~level of storage capacity reserved rather than the ~~new standard will have some impact on presentation and disclosures in its financial statements and internal controls.~~actual volumes stored.

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. The new 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. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Partnership has established a working group to study the new guidance in ASU 2016-02. This working group was formed during 2016 and has begun the process of compiling a central repository for all leases the Partnership and its subsidiaries entered into for further analysis as the implementation project progresses. It is not anticipated that the Partnership will early adopt this new guidance. The working group continues to evaluate the impact of this new standard on the Partnership’s Consolidated Financial Statements and related disclosures. At this time, the Partnership has identified that the most significant impacts of this new guidance will be to bring nearly all leases on its balance sheet with “right of use assets” and “lease obligation liabilities” as well as accelerating the interest expense component of financing leases. The working group is in the early stages of its implementation plan and continues to evaluate the impact of this new standard, including certain industry specific issues on the Partnership’s consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), which provides guidance to assist entities with evaluating when a set of transferred assets and activities is a business. Under ASU 2017-01, it is expected that the definition of a business will be narrowed and more consistently applied. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments in ASU 2017-01 should be applied prospectively on or after the effective date. Early adoption is permitted, and the Partnership early adopted the new standard in its consolidated financial statements and related disclosures effective January 1, 2017.

In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which provides guidance to provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 require an entity to account for the effects of a modification unless all the following are met: (i) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification; (ii) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (iii) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The guidance in ASU 2017-09 should be applied prospectively. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within

1012

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT ~~BARREL, DEKATHERM,~~ UNIT AND PER UNIT DATA)

MVC Payments to be Received

~~those annual periods.~~

As of September 30, 2020, MVC payments to be received, based on future performance obligations of the Partnership, related to noncancelable commercial terminaling, pipeline and storage agreements were as follows:


Remainder of 2020	$	30,044
2021	113,204
2022	90,321
2023	87,798
2024	87,011
Thereafter	86,773
Total MVC payments to be received (1)(2)	$	495,151

(1) All fixed consideration from contracts with customers is included in the amounts presented above. Variable consideration that is constrained or not required to be estimated is excluded.

(2) Arrangements deemed leases are excluded from this table.

Leases

Lessor Disclosures

The Partnership has leased certain of its assets under lease agreements with varying terms up to fifteen years, including leases of storage, terminaling, pipeline and processing assets. Certain of these leases include options to extend or renew the lease for one or more years. These options are included in the lease term when it is reasonably certain that the option will ~~apply~~be exercised. The Partnership’s agreements generally do not provide an option for the ~~guidance prospectively for any modifications~~lessee to ~~its stock compensation plans occurring after~~purchase the ~~effective date~~leased equipment at the end of the ~~new standard.~~

~~2. ACQUISITIONS~~

~~PNGPC Acquisition~~

~~On February 28, 2017,~~lease term. However, in connection with the affiliate lease agreement for the interstate natural gas pipeline at PBF Holding’s Paulsboro Refinery (the “Paulsboro Natural Gas Pipeline”), the Partnership ~~closed the PNGPC Acquisition, which had been contemplated by~~granted a ~~contribution agreement dated as~~right of ~~February 15, 2017 between~~first refusal in favor of PBF LLC such that the Partnership ~~and~~would be required to give PBF ~~LLC (the “PNGPC Contribution Agreement”). Pursuant~~Holding the first opportunity to the PNGPC Contribution Agreement, the Partnership, through its wholly-owned subsidiary, PBFX Op Co, acquired from PBF LLC all of the issued and outstanding limited liability company interests of PNGPC, which owns and operatespurchase the Paulsboro Natural Gas Pipeline at market value prior to selling to an ~~existing interstate natural gas pipeline which serves PBF Holding’s Paulsboro Refinery and is subject to regulation by the FERC. In connection with the PNGPC Acquisition,~~unrelated third party.

At inception, the Partnership ~~constructed~~determines if an arrangement contains a lease and whether that lease meets the ~~New Pipeline~~classification criteria of a finance or operating lease. As of September 30, 2020, all of the Partnership’s leases have been determined to ~~replace~~be operating leases. Some of the ~~existing pipeline, which commenced services in August 2017.~~

~~In consideration~~Partnership’s lease arrangements contain lease components (e.g., MVCs) and non-lease components (e.g., maintenance, labor charges, etc.). The Partnership accounts for the ~~PNGPC limited liability company interests,~~lease and non-lease components as a single lease component for every asset class.

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

The Partnership expects to derive significant future benefits from its leased assets following the end of the lease term, as the remaining useful life would be sufficient to allow the Partnership ~~delivered~~ to ~~PBF LLC (i) an $11,600 intercompany promissory note in favor~~enter into new leases for such assets.

In the normal course of ~~Paulsboro Refining Company LLC (“PRC”), a wholly-owned subsidiary of~~business, the Partnership enters into contracts with PBF Holding ~~(the “Affiliate Note Payable”), (ii) an expansion rights~~ and ~~right~~its refineries whereby PBF Holding and its refineries lease certain of ~~first refusal agreement in favor of PBF LLC~~the Partnership’s storage, terminaling and pipeline assets. The Partnership believes the terms and conditions under these leases are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. The terms for these affiliate leases range from one to fifteen years. Leases with affiliates represent approximately 95% of the New Pipeline and (iii) an assignment and assumption agreement with respect to certain outstanding litigation involving PNGPC and the existing pipeline. As the PNGPC Acquisition was considered a transfer of assets between entities under common control, the PNGPC assets and liabilities were transferred at their historical carrying value, whose net value was $11,538 as of February 28, 2017. The financial information contained herein of PBFX has been retrospectively adjusted to include the historical results of PNGPC as if it was owned by the Partnership for all periods presented. Net loss attributable to the PNGPC 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 netundiscounted contractual future rental income ~~per unit.~~

~~The following tables present~~from the Partnership’s statement of financial position and results of operations giving retrospective effect to the PNGPC Acquisition. For the nine months ended September 30, 2017, and the three and nine months ended September 30, 2016, respectively, the results of PNGPC prior to the PNGPC Acquisition are included under “PNGPC.” Results of PNGPC subsequent to the acquisition are included in “PBF Logistics LP.”leased assets.

1113

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT ~~BARREL, DEKATHERM,~~ UNIT AND PER UNIT DATA)

The table below quantifies lease revenue for the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Affiliate	$	36,212	$	39,615	$	112,600	$	114,395
Third-party	13,449		4,764		40,173		13,466
Total lease revenue	$	49,661	$	44,379	$	152,773	$	127,861

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

Undiscounted Cash Flows

~~(1) Subsequent to~~

The table below presents the ~~conversion~~fixed component of the ~~PBFX subordinated units held~~undiscounted cash flows to be received for each of the periods presented for the Partnership’s operating leases with customers as of September 30, 2020:


Remainder of 2020	$	42,202
2021	150,038
2022	139,835
2023	138,474
2024	137,252
Thereafter	240,209
Total undiscounted cash flows to be received	$	848,010

Assets Under Lease

The Partnership’s assets that are subject to lease are included in “Property, plant and equipment, net” within the Partnership’s condensed consolidated balance sheets. The table below quantifies, by ~~PBF LLC, common units held~~category within property, plant and equipment, the assets that are subject to lease as of September 30, 2020 and December 31, 2019:


	September 30, 2020		December 31, 2019
Land	$	98,337	$	98,337
Pipelines	319,873		318,459
Terminals and equipment	83,387		83,149
Storage facilities and processing units	174,982		177,084
	676,579		677,029
Accumulated depreciation	(99,751)		(77,243)
Net assets subject to lease	$	576,828	$	599,786

Deferred Revenue

The Partnership records deferred revenue when cash payments are received or due in advance of performance, including amounts which are refundable. Deferred revenue was $5,503 and $3,189 as of September 30, 2020 and December 31, 2019, respectively. The increase in the deferred revenue balance as of September 30, 2020 is primarily driven by the ~~public~~timing and ~~PBF LLC are shown~~extent of cash payments received in ~~total. Refer to Notes 6 “Equity”~~advance of satisfying the Partnership’s performance obligations for the comparative periods.

The Partnership’s payment terms vary by the type and ~~8 “Net Income per Unit” in~~location of the ~~Notes to Condensed Consolidated Financial Statements for further discussion regarding~~customer and the ~~subordinated units’ conversion.~~

services offered. The period between invoicing and when payment is due is not significant (i.e., generally within two months).

1214

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT ~~BARREL, DEKATHERM,~~ UNIT AND PER UNIT DATA)

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

3. ACQUISITIONS

Acquisitions from PBF

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

TVPC Acquisition

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

Acquisition Expenses

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

4. CURRENT EXPECTED CREDIT LOSSES

Credit Losses

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

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

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
15

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT ~~BARREL, DEKATHERM,~~ UNIT AND PER UNIT DATA)

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

The Partnership performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was 0 allowance for doubtful accounts recorded as of September 30, 2020 and December 31, 2019.

5. PROPERTY, PLANT AND EQUIPMENT, NET

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


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

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

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

6. GOODWILL AND INTANGIBLES

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

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

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
16

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT ~~BARREL, DEKATHERM,~~ UNIT AND PER UNIT DATA)

The Partnership’s net intangibles consisted of the following:


	September 30, 2020		December 31, 2019
Customer contracts	$	9,300	$	13,300
Customer relationships	5,900		5,900
	15,200		19,200
Accumulated amortization	(7,457)		(1,701)
Total intangibles, net (1)	$	7,743	$	17,499

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

~~Toledo Terminal Acquisition~~

~~On April 17, 2017,~~(1) Intangibles, net are included in “Other non-current assets” within the Partnership’s ~~wholly-owned subsidiary, PLPT, completed the Toledo Terminal Acquisition. The Toledo Terminal is directly connected to,~~condensed consolidated balance sheets.

Amortization expense was $5,756 and ~~currently supplied by, PBF Holding’s Toledo Refinery.~~

~~The aggregate purchase price~~$376 for the ~~Toledo Terminal Acquisition was $10,000, plus working capital. The consideration was funded in full with cash on hand.~~

PBFX accounted for the Toledo Terminal Acquisition 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. The entire purchase consideration of $10,000 was allocated to Property, plant and equipment.

~~Acquisition Expenses~~

~~PBFX incurred acquisition related costs of $28 and $533 for the three and~~ nine months ended September 30, ~~2017, respectively,~~2020 and ~~$1,310 and $3,888 for~~2019, respectively.

During the ~~three and nine months ended September 30, 2016, respectively. These costs consisted primarily~~third quarter of ~~consulting and legal expenses related to~~2020, the ~~acquisitions~~Partnership recorded a $4,000 impairment write-down of a customer contract intangible asset in connection with a termination of a commercial agreement within the Storage Segment. The remaining carrying value of the ~~East Coast Terminals,~~customer contract intangible asset will be amortized over the ~~Torrance Valley Pipeline, PNGPC and the Toledo Terminal, as well as other pending and non-consummated acquisitions. These costs are included in General and administrative expenses.~~

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~3. PROPERTY, PLANT AND EQUIPMENT, NET~~

~~Property, plant and equipment, net consisted~~remaining life of the ~~following:~~contract which ceases in the fourth quarter of 2020.

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

4.7. DEBT

Total debt was comprised of the following:


	September 30, 2020		December 31, 2019
2023 Notes	$	525,000	$	525,000

Revolving credit facility (1)(2)	213,000		283,000
Total debt outstanding	738,000		808,000
Unamortized debt issuance costs	(6,346)		(8,125)
Unamortized 2023 Notes premium	1,760		2,229
Net carrying value of debt	$	733,414	$	802,104

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
___________________

~~____________________~~

(a) On October 6, 2017, PBFX issued $175,000 in aggregate principal amount of 6.875% Senior Notes due 2023 (the “new 2023 Notes”). The new 2023 Notes were issued under the indenture governing the 6.875% Senior Notes due 2023 issued on May 12, 2015 (the “initial 2023 Notes,” together with the new 2023 Notes, the “2023 Notes”).

~~(b)~~ (1)PBFX had ~~$3,610~~$4,868 of outstanding letters of credit and ~~$167,190~~$282,132 available under ~~our five-year $360,000~~its $500,000 amended and restated revolving credit ~~facility (the “Revolving Credit Facility”) as of September 30, 2017. PBFX used the net proceeds from the new 2023 Notes offering to pay down the Revolving Credit Facility.~~

~~(c) PBFX’s three-year $300,000 term loan~~ facility with Wells Fargo Bank, National Association, as administrative agent and a syndicate of lenders ~~(the “Term Loan”~~(as amended, the “Revolving Credit Facility”) ~~matured in May 2017. During March 2017, PBFX repaid in full the remaining outstanding balance of the Term Loan. The Term Loan was classified~~ as current on the balance sheet as of December 31, 2016. Additionally, marketable securities were also classified as current on the balance sheet as of December 31, 2016 as such securities collateralized the Term Loan. As of September 30, ~~2017,~~2020.

(2)During the nine months ended September 30, 2020, PBFX ~~has liquidated~~made net repayments of $70,000 under the ~~remaining marketable securities.~~Revolving Credit Facility.

Fair Value Measurement

A fair value hierarchy (Level 1, Level 2, or Level 3) is used to categorize fair value amounts based on the quality of inputs used to measure fair value. Accordingly, fair values derived from Level 1 inputs utilize quoted

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

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.

Debt or equity securities are classified into the following reporting categories: held-to-maturity, trading or available-for-sale securities. While PBFX does not routinely sell marketable securities prior to their scheduled maturity dates, some of PBFX’s investments may be held and restricted for the purpose of funding future capital expenditures and acquisitions. Such investments are classified as available-for-sale marketable securities as they may occasionally be sold prior to their scheduled maturity dates due to the unexpected timing of cash needs. The carrying value of these marketable securities approximates fair value and is measured using Level 1 inputs. The terms of the marketable securities range from one to three months and are classified on the balance sheet as current assets. The gross unrecognized holding gains and losses as of September 30, 2017 and December 31, 2016 were not material. As of September 30, 2017, PBFX has liquidated the remaining marketable securities.

The estimated fair ~~values~~value of the Revolving Credit Facility ~~and Term Loan approximate their~~approximates its carrying ~~values,~~value, categorized as a Level 2 measurement, as ~~these borrowings bear~~this borrowing bears interest based ~~upon~~on short-term floating market interest rates. The estimated fair value of the Partnership’s ~~initial~~6.875% Senior Notes due 2023 ~~Notes,~~(the “2023 Notes”), categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

current market interest rates based on quoted prices of the ~~initial~~ 2023 Notes and was approximately ~~$362,148~~$496,124 and ~~$346,135~~$542,966 at September 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively. The carrying value and fair value of PBFX’s debt, exclusive of unamortized debt issuance costs and unamortized premium on the 2023 Notes, was ~~approximately $539,200~~$738,000 and ~~$551,348~~$709,124 as of September 30, ~~2017~~2020, respectively, and ~~$578,864~~$808,000 and ~~$574,999~~$825,966 as of December 31, ~~2016,~~2019, respectively.

~~5. AFFILIATE NOTE PAYABLE~~

~~PNGPC Acquisition~~

In connection with the PNGPC Acquisition, on February 28, 2017, the Partnership, through its newly acquired subsidiary, PNGPC, entered into the $11,600 Affiliate Note Payable in favor of PRC, a wholly-owned subsidiary of PBF Holding, as consideration for the PNGPC Acquisition. The Affiliate Note Payable, including accrued interest, is payable on the later of October 1, 2017 or the date upon which the New Pipeline project is completed, which is currently expected to be in the fourth quarter of 2017. The outstanding principal shall bear interest at a rate equal to the lesser of (i) the per annum rate charged on the Partnership’s Revolving Credit Facility and (ii) 8% per annum.

6.8. EQUITY

PBFX had ~~23,435,349~~32,406,893 outstanding common units held by the public ~~outstanding~~ as of September 30, ~~2017.~~2020. PBF LLC owns ~~18,459,497 of PBFX’s~~29,953,631 PBFX common units constituting an aggregate ~~44.1%~~of 48.0% of PBFX’s limited partner interest ~~in PBFX~~ as of September 30, 2017. On June 1, 2017, the requirements under PBFX’s partnership agreement for the conversion of all subordinated units into common units were satisfied and the subordination period ended. As a result, 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.2020.

Unit Activity

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~Issuance of Additional Interests~~

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

The following table presents changes in PBFX common units outstanding:


	Three Months Ended September 30,
	2020	2019

Balance at beginning of period	62,349,592	62,107,210
Vesting of phantom units, net of forfeitures	10,932	3,622

Balance at end of period	62,360,524	62,110,832


	Nine Months Ended September 30,
	2020	2019

Balance at beginning of period	62,130,035	45,348,663
Vesting of phantom units, net of forfeitures	230,489	176,669
New units issued	0	16,585,500
Balance at end of period	62,360,524	62,110,832

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

Additionally, ~~211,309 and 115,224~~292,341 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 ~~nine months~~year ended ~~September 30, 2017 and 2016, respectively.~~December 31, 2019.

Holders of any additional common units PBFX issues will be entitled to share equally with the then-existing common unitholders in PBFX’s distributions of available cash.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Noncontrolling Interest

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

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

Equity Activity

The following tables summarize the changes in the carrying amount of the Partnership’s equity during the nine months ended September 30, 2020 and 2019:


	Common Units
Balance at December 31, 2019	$	105,083




Quarterly distributions to unitholders ($0.5200 per unit)	(32,703)

Net income attributable to the partners	34,813


Unit-based compensation expense (1)	1,302


Other	(6)
Balance at March 31, 2020	$	108,489



Quarterly distributions to unitholders ($0.3000 per unit)	(18,843)

Net income attributable to the partners	37,460



Unit-based compensation expense	945

Other	(805)
Balance at June 30, 2020	$	127,246
Quarterly distributions to unitholders ($0.3000 per unit)	(18,847)
Net income attributable to the partners	44,162
Unit-based compensation expense	995

Balance at September 30, 2020	$	153,556

(1) Inclusive of $201 of expense associated with the accelerated vesting of phantom units in March 2020 for nonretirement eligible employees in accordance with their grant agreements.

1819

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT ~~BARREL, DEKATHERM,~~ UNIT AND PER UNIT DATA)


	Common Units		Noncontrolling Interest		Total Equity
Balance at December 31, 2018	$	23,718	$	169,472	$	193,190
Quarterly distributions to unitholders ($0.5050 per unit)	(28,313)		0		(28,313)
Distributions to TVPC members	0		(6,500)		(6,500)
Net income attributable to the partners	17,357		4,719		22,076
Unit-based compensation expense	964		0		964
Other	259		0		259
Balance at March 31, 2019	$	13,985	$	167,691	$	181,676
Quarterly distributions to unitholders ($0.5100 per unit)	(32,079)		0		(32,079)
Distributions to TVPC members	0		(2,000)		(2,000)
Net income attributable to the partners	22,166		3,162		25,328
Acquisition of TVPC noncontrolling interest	(31,147)		(168,853)		(200,000)
Unit-based compensation expense	3,387		0		3,387
Issuance of common units, net of expenses	132,483		0		132,483
Other	(1,801)		0		(1,801)
Balance at June 30, 2019	$	106,994	$	0	$	106,994
Quarterly distributions to unitholders ($0.5150 per unit)	(32,384)		0		(32,384)

Net income attributable to the partners	30,994		0		30,994
Unit-based compensation expense	1,271		0		1,271

Other	260		0		260
Balance at September 30, 2019	$	107,135	$	0	$	107,135

~~Equity Activity~~

Cash Distributions

~~The summarized changes in the carrying amount of our equity during the nine months ended September 30, 2017 are as follows:~~

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

~~Allocations of Net Income~~

PBFX’s partnership agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, PBFX’s partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to PBF LLC.

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~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, ~~2017,~~2020, PBFX made distribution payments as follows:


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

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

The ~~allocation of total~~ quarterly distributions to ~~general and~~ limited partners for the three and nine months ended September 30, ~~2017~~2020 and ~~2016, respectively, is~~2019 are shown in the table below. The Partnership’s distributions are declared subsequent to quarter end (distributions of ~~$0.48~~$0.3000 and ~~$0.44~~$0.5200 per unit declared for the three months ended September 30, ~~2017~~2020 and ~~2016,~~2019, respectively, ~~$0.47~~$0.3000 and ~~$0.43~~$0.5150 per unit declared for the three months ended June 30, ~~2017~~2020 and ~~2016,~~2019, respectively, and ~~$0.46~~$0.3000 and ~~$0.42~~$0.5100 per unit declared for the three months ended March 31, ~~2017~~2020 and ~~2016, respectively); therefore, the table represents total distributions applicable to the period in which the distributions are earned:~~2019,

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

~~____________________~~

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

~~7. UNIT-BASED COMPENSATION~~

PBF GP’s board of directors adopted the LTIP in connection with the completion of the Offering. The LTIP is for the benefit of employees, consultants, service providers and non-employee directors of the general partner and its affiliates.

Under the LTIP, PBFX issues phantom unit awards to certain directors, officers, and seconded employees of our general partner or its affiliates and its employees as compensation. The fair value of each phantom unit on the grant date is equal to the market price of PBFX’s common units on that date. The estimated fair value of PBFX’s phantom units is generally amortized over the vesting period of four years, using the straight-line method.

Unit-based compensation expense related to the Partnership that was included in general and administrative expense in the Partnership’s condensed consolidated statements of operations was $807 and $4,515 for the three

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT ~~BARREL, DEKATHERM,~~ UNIT AND PER UNIT DATA)

respectively); therefore, the table represents total estimated distributions applicable to the period in which the distributions were earned:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019

Limited partners’ distributions:
Common	$	18,848	$	32,709	$	56,541	$	97,188

Total distributions	$	18,848	$	32,709	$	56,541	$	97,188
Total cash distributions (1)	$	18,708	$	32,298	$	56,119	$	95,958

(1) Excludes phantom unit distributions, which are accrued and ~~nine months ended September 30, 2017, respectively, and $963 and $3,673 for the three and nine months ended September 30, 2016, respectively.~~paid upon vesting.

8.9. NET INCOME PER UNIT

Earnings in excess of distributions are allocated to the limited partners based on their respective ~~percentage~~ownership interests. Payments made to PBFX’s unitholders are determined in relation to actual distributions declared and are not based on the net income (loss) allocations used in the calculation of net income (loss) per unit.

Diluted net income per unit includes the ~~effects~~effect of potentially dilutive units of PBFX’s common units that consist of unvested phantom units. There were ~~13,375~~273,232 and ~~84,750~~285,515 anti-dilutive phantom units for the three and nine months ended September 30, ~~2017,~~2020, respectively, compared to 625 and ~~257,104 and 521,130~~13,063 anti-dilutive phantom units for the three and nine months ended September 30, ~~2016,~~2019, 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 June 1, 2017, following the May 31, 2017 payment of the cash distribution attributable to the second quarter of 2017, the requirements under the partnership agreement 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 general partner, 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 general partner, limited partners, and IDR holders for that reporting period. The following table shows the calculation of ~~earnings less distributions:~~

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

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
$ —

(1) On June 1, 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. Distributions and the Partnership’s net income were allocated to the subordinated units through May 31, 2017.

~~(2) PBFX bases the calculation of~~ net income per ~~unit on the weighted-average number of common and subordinated~~ limited partner ~~units outstanding during the period. The weighted-average number of common and subordinated units reflects the conversion of the subordinated units to common units on June 1, 2017.~~unit:


	Three Months Ended September 30,			Nine Months Ended September 30,
	2020		2019	2020	2019

Net income attributable to the partners:
Distributions declared	$	18,848			$	32,709	$	56,541	$	97,188
Earnings less distributions	25,314				(1,715)		59,894		(26,671)
Net income attributable to the partners	$	44,162			$	30,994	$	116,435	$	70,517

Weighted-average units outstanding - basic	62,519,105				62,361,974		62,424,217		57,314,382
Weighted-average units outstanding - diluted	62,529,489				62,460,669		62,429,475		57,385,166

Net income per limited partner unit - basic	$	0.71			$	0.50	$	1.87	$	1.23
Net income per limited partner unit - diluted	0.71				0.50		1.87		1.23

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

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

(2) PBFX bases the calculation of net income per unit on the weighted-average number of common and subordinated limited partner units outstanding during the period. The weighted average number of common and subordinated units reflects the conversion of the subordinated units to common units on June 1, 2017.

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

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

9.10. COMMITMENTS AND CONTINGENCIES

The DCR Rail Terminal and the DCR West Rack are collocated with the Delaware City Refinery, and are located in Delaware’s coastal zone where certain activities are regulated under the Delaware Coastal Zone Act. In 2013, Delaware City Refinery obtained a permit to allow loading of crude oil onto barges. The issuance of the permit was appealed by environmental interest groups and the Delaware Department of Natural Resources and Environmental Control’s (“DNREC”) issuance was ultimately upheld. On December 23, 2016, Delaware City Refinery received a Notice of Violation (“NOV”) from DNREC concerning a potential violation of the DNREC order authorizing the shipment of crude oil by barge from the Delaware City Refinery. The NOV alleges that Delaware City Refinery made shipments to locations other than the Paulsboro Refinery in violation of the order and requests certain additional information. On February 7, 2017, the Delaware City Refinery responded to the NOV. On March 10, 2017, DNREC issued a $150 fine in a Notice of Penalty Assessment and Secretary’s Order to the Delaware City Refinery for violating the 2013 Secretary’s Order. DNREC’s investigation found that PBF Energy violated the 2013 Secretary’s Order throughout 2014, when it made 17 barge shipments of crude oil over 15 days to locations other than the Paulsboro Refinery. DNREC determined that the Delaware City Refinery had violated the order by failing to make timely and full disclosure to DNREC about the nature and extent of those shipments, and had misrepresented the number of shipments that went to other facilities. The penalty assessment and Secretary’s Order conclude that the 2013 Secretary’s Order was violated by the Paulsboro Refinery by shipping crude oil from the Delaware City terminal to three locations other than the Paulsboro Refinery, on 15 days in 2014, making a total of 17 separate barge shipments containing approximately 35,700,000 gallons of crude oil in total. On April 28, 2017, DCR appealed the Notice of Penalty Assessment and Secretary’s Order. The hearing of the appeal is scheduled for February 2018. To the extent that the penalty and Secretary’s Order are upheld, there will not be a material adverse effect on the Partnership’s financial position, results of operations or cash flows.

On December 28, 2016, DNREC issued a Coastal Zone Act permit (the “Ethanol Permit”) to Delaware City Refinery allowing the utilization of existing tanks and existing marine loading equipment at their existing facilities to enable denatured ethanol to be loaded from storage tanks to marine vessels and shipped to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by two environmental groups. On February 27, 2017, the Coastal Zone Industrial Board held a public hearing and dismissed the appeal, determining that the

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

appellants did not have standing. The appellants filed an appeal of the Board’s decision with the Delaware Superior Court on March 30, 2017. The filing of briefs has been scheduled for October and November 2017.

On October 19, 2017, the Delaware City Refinery received approval from DNREC for the construction and operation of the ethanol marketing project to allow for a combined total loading of up to 10,000 bpd, on an annual average basis, of ethanol on to marine vessels at the marine piers and the terminal truck loading rack, subject to certain operational and emissions limitations as well as other conditions. On the same date, Delaware City Logistics Company LLC (“DCLC”) received DNREC approval for the construction of (i) four additional loading arms for each of lanes 4, 10 and 11 for purposes of loading ethanol at its truck loading rack and (ii) a vapor vacuum control system for loading lanes connected to the existing vapor recovery unit located at its terminal in Delaware City. This approval is also subject to certain operational and emission limitations as well as other conditions.

Environmental Matters

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

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

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

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

Contingent Consideration

In connection with ~~PBF Holding’s~~the Partnership’s acquisition of CPI from Crown Point in October 2018, the ~~Delaware City Refining Company LLC (“DCR”)~~purchase and sale agreement between the Partnership and Crown Point included an earn-out provision related to an existing commercial agreement with a third party, based on the future results of certain acquired idled assets ~~Valero Energy Corporation (“Valero”~~(the “Contingent Consideration”) ~~remains responsible for certain pre-acquisition environmental obligations~~. The Partnership and Crown Point will share equally in the future operating profits of the restarted assets, as defined in the purchase and sale agreement, over a contractual term of up to ~~$20,000~~three years starting in 2019. The Contingent Consideration recorded was $13,720 and ~~the predecessor to Valero in ownership of the refinery retains other historical obligations.~~

In connection with its acquisition of the DCR assets and the Paulsboro Refinery, PBF Holding and Valero purchased ten-year, $75,000 environmental insurance policies to insure against unknown environmental liabilities at each site. In connection with PBF Holding’s Toledo Refinery acquisition, Sunoco Inc. (R&M) remains responsible for environmental remediation for conditions that existed on the closing date for twenty years from March 1, 2011, subject to certain limitations.

In connection with its purchase of the East Coast Terminals, the Partnership is responsible for the environmental remediation costs for conditions that existed on the closing date up to a maximum of $250 per year for ten years, with Plains All American Pipeline, L.P. remaining responsible for any and all additional costs above such amounts during such period. The environmental liability of $2,049 recorded$26,086 as of September 30, ~~2017 ($2,173 as of~~2020 and December 31, ~~2016) represents~~2019, respectively, representing the present value of expected future ~~costs~~payments discounted at a blended rate of ~~1.83%~~8.79%. The short-term Contingent Consideration is included in “Accrued liabilities” within the Partnership’s condensed consolidated balance sheets. At September 30, ~~2017,~~2020, the estimated undiscounted liability totaled $13,775 based on the Partnership’s anticipated total annual earn-out payments. The acquired idled assets that are subject to the Contingent Consideration recommenced operations in October 2019.

The Contingent Consideration at September 30, 2020 is ~~$2,224 and the Partnership expects to make aggregate payments for this liability of $1,250 over the next five years. The current portion~~categorized in Level 3 of the ~~environmental liability~~fair value hierarchy and is ~~recorded in “Accounts payable and accrued liabilities” and the non-current portion is recorded in “Other long-term liabilities.”~~

~~In connection with PBF Holding’s acquisition~~estimated using a discounted cash flow model based on management’s estimate of the Torrance Refinery and related logistics assets, PBF Holding is responsible for all known and unknown environmental liabilities at each site acquired in connection with the acquisition. The total estimated liability of known environmental obligationsfuture cash flows associated with the ~~Torrance Valley Pipeline was approximately $50 as~~recommenced idled assets, a risk free rate of return of 2.9% and a discount rate of 6.0%. The change in fair value of the obligation during the three and nine months ended September 30, ~~2017 ($1,402 as~~2020 was impacted primarily due to the change in estimated future cash flows of ~~December 31, 2016). In accordance with~~ the ~~contribution~~assets and accretion on the discounted liability.

Pursuant to the terms of the commercial agreement, ~~associated with~~ the ~~Partnership’s acquisition~~counterparty exercised its right to terminate the contract at the conclusion of ~~a 50% equity interest~~the current contract year, resulting in ~~TVPC from PBF LLC (the “TVPC Acquisition”), PBF Holding has indemnified~~an adjustment in the ~~Partnership~~fair value of the Contingent Consideration for ~~any and all costs associated with environmental remediation for obligations that existed on or before August 31, 2016, including all known or unknown events, which includes~~ the ~~recorded liability of approximately $50. At~~nine months ended September 30, ~~2017,~~2020 of $16,429, reflecting the Partnership expects to make the full aggregate payment for this liability within the next five years. PBFX has recorded a receivable from PBF Holding in “Accounts receivable - affiliates” for such anticipated payments related to the known pre-existing Torrance Valley Pipeline environmental obligations for which PBFX is indemnified.

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~In connection with the Partnership’s purchase~~elimination of the ~~Toledo Terminal,~~estimated earn-out for years 2 and 3 of the ~~Partnership did not assume and is currently not aware~~performance period. There were no material changes in the fair value of ~~any pre-existing environmental obligations. If pre-acquisition environmental obligations are identified,~~ the ~~Seller is responsible~~Contingent Consideration for ~~any liabilities up to $2,000 identified to have occurred since 2002. For liabilities arising prior to 2002,~~ the Seller is indemnified by the prior owner under an agreement between the Seller and the prior owner, and the Partnership is entitled to be reimbursed for all amounts paid related to such liabilities on a full pass-through basis.nine months ended September 30, 2019.

~~10.~~11. RELATED PARTY TRANSACTIONS

Agreements with PBF Energy Entities

Commercial Agreements

PBFX currently derives ~~the~~a majority of its revenue from long-term, fee-based ~~minimum volume commitment (“MVC”)~~ agreements with PBF Holding, ~~supported by~~which generally include MVCs and contractual fee escalations for inflation adjustments and certain increases in operating costs. PBFX believes the terms and conditions under these agreements, as well as the Omnibus Agreement ~~(as defined below)~~ and the Services Agreement ~~(as~~(each as defined below), each with PBF Holding, are

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

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



~~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)~~

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~



~~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~~	~~PBFX or PBF Holding can declare~~

~~___________________~~


~~(a)~~	~~PBF Holding has the option to extend the agreements for up to two additional five-year terms, as applicable.~~


~~(b)~~	~~In 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.~~

Other Agreements

In addition to the commercial agreements described above, ~~at the closing of the Offering,~~ PBFX has entered into an omnibus agreement with PBF GP, PBF LLC and PBF Holding, which has been amended and restated in connection with certain of the Acquisitions from PBF (as amended, the “Omnibus Agreement”). ~~The Omnibus Agreement~~This agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees. The annual fee was increased to ~~$6,900 per year~~$8,275 effective as of January 1, ~~2017.~~2020.

~~In connection with the Offering,~~Additionally, PBFX ~~also~~has entered into an operation and management services and secondment agreement with PBF Holding and certain of its subsidiaries (as amended, the “Services Agreement”), pursuant to which PBF Holding and its subsidiaries provide PBFX with the personnel necessary for the Partnership to perform its obligations under its commercial agreements. PBFX reimburses PBF Holding for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. On February 28, 2017, the Partnership entered into the Fifth Amended and Restated Operation and Management Services and Secondment Agreement (as amended, the “Services Agreement”) in connection with the PNGPC Acquisition resulting in an increase to the annual fee to $6,696. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that the Partnership may terminate any service ~~on 30 days’~~upon 30-days’ notice.

~~In connection with~~Refer to the ~~Chalmette Storage Agreement, PBFX Op Co and Chalmette Refining have entered into~~2019 Form 10-K for a twenty-year lease for the premises upon which the tank will be located (the “Lease”) and a project management agreement (the “Project Management Agreement”) pursuant to which Chalmette Refining has managed the constructionmore complete description of the ~~tank. The Lease can be extended by PBFX Op Co for two additional ten-year periods.~~Omnibus Agreement and the Services Agreement.

Summary of Transactions

A summary of revenue and expense transactions with the Partnership’s affiliates, including expenses directly charged and allocated to the Partnership, is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Revenue	$	70,716	$	78,026	$	218,681	$	224,014
Operating and maintenance expenses	2,171		2,171		6,512		6,447
General and administrative expenses	1,895		1,863		5,843		5,377

3125

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS~~

DCLC, Delaware Pipeline Company LLC, Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC, PLPT, PBFX Op Co, TVPC and PNGPC serve as guarantors of the obligations under the initial 2023 Notes. These guarantees are full and unconditional and joint and several. For purposes of the following footnote, the Partnership is referred to as “Issuer.” The indenture dated May 12, 2015, among the Partnership, PBF Logistics Finance Corporation (“PBF Logistics Finance”), the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, governs subsidiaries designated as “Guarantor Subsidiaries.”

The initial 2023 Notes were co-issued by PBF Logistics Finance. For purposes of the following footnote, PBF Logistics Finance is referred to as “Co-Issuer.” The Co-Issuer has no independent assets or operations.

The following supplemental combining and condensed consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the Guarantor Subsidiaries, the combining and consolidating adjustments and eliminations and the Issuer’s consolidated accounts for the dates and periods indicated. For purposes of the following combining and consolidating information, the Issuer’s investment in its subsidiaries and the Guarantor Subsidiaries’ investment in its subsidiaries are accounted for under the equity method of accounting.

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS~~

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

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

(1) Subsequent to the conversion of the PBFX subordinated units held by PBF LLC, common units held by the public and PBF LLC are shown in total. Refer to Notes 6 “Equity” and 8 “Net Income per Unit” of the Notes to Condensed Consolidated Financial Statements for further discussion regarding the subordinated units’ conversion.

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS~~

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

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

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS~~

~~CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS~~

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

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS~~

~~CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS~~

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

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

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS~~

~~CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS~~

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

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS~~

~~CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS~~

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

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

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS~~

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

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

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(IN THOUSANDS, EXCEPT BARREL, DEKATHERM, UNIT AND PER UNIT DATA)~~

~~13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS~~

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

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

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

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

You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q. The following information and such unaudited condensed consolidated financial statements should also be read in conjunction with the audited consolidated financial statements and related notes, together with our discussion and analysis of financial condition and results of operations in our ~~2016~~2019 Form ~~10-K and in our Form 8-K issued May 11, 2017, which retrospectively adjusted items 6, 7 and 8 of our 2016 Form 10-K to give retrospective effect to the acquisition of PNGPC.~~10-K. This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. The cautionary statements made in this ~~report~~Form 10-Q should be read as applying to all related forward-looking statements wherever they appear in this Form 10-Q. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. You should read “Risk Factors” in our ~~2016~~2019 Form 10-K and “Cautionary Note Regarding Forward-Looking Statements” in this Form 10-Q. In this Item 2, all references to “we,” “us,” “our,” the “Partnership,” “PBFX” or similar terms for periods prior to the ~~Offering refer to the Predecessor or for assets acquired in~~effective dates of each of the Acquisitions from PBF (as defined below) ~~prior~~refer to the ~~effective date of each acquisition.~~Predecessor. For periods subsequent to the ~~Offering or~~ effective dates of each of the Acquisitions from PBF, these terms refer to the Partnership and its subsidiaries.

Overview

~~PBFX is~~We are a fee-based, growth-oriented, Delaware master limited partnership formed in February 2013 by subsidiaries of PBF Energy to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBF GP is our general partner and is wholly-owned by PBF LLC. PBF Energy is the sole managing member of PBF LLC and, as of September 30, ~~2017,~~2020, owned ~~96.6%~~99.2% of the total economic interest in PBF LLC. As of September 30, 2020, PBF LLC ~~owns 18,459,497 of PBFX’s~~owned 29,953,631 PBFX common units constituting an aggregate ~~44.1%~~of 48.0% limited partner interest in PBFX, ~~and owns all of PBFX’s IDRs,~~ with the remaining ~~55.9%~~52.0% limited partner interest owned by public unitholders.

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

Business Developments

COVID-19

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

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides opportunities for additional liquidity, loan guarantees and other government programs to support companies affected by the COVID-19 pandemic and their employees. While we continue to explore the CARES Act and its potential benefit to us, we currently have not sought any financial support or relief in the ~~Acquisitions from PBF during 2014 through 2017.~~form of loans or grants under the CARES Act, and we may not be eligible, or able, to take advantage of such relief or any other available potential benefits in the future.

~~2017 Business Developments~~The full extent to which the COVID-19 pandemic impacts our business and operations, or that of our parent sponsor, is unknown and will depend on the severity, location and duration of the effects and spread of COVID-19, the actions undertaken by national, regional and local governments and health officials to contain the virus or treat its effects, related consumer responses and how quickly and to what extent economic conditions improve and normal business and operating conditions resume. Refer to “Risk Factors” included in “Item 1A.” of this Form 10-Q for further information.

~~Senior Notes Offering~~CPI Contingent Consideration

On October ~~6, 2017,~~1, 2018, we issued $175.0 million in aggregate principal amount of 6.875% Senior Notes due 2023 (the “new 2023 Notes”). The new 2023 Notes were issued under the indenture governing the 6.875% Senior Notes due 2023 issued on May 12, 2015 (the “initial 2023 Notes,” together with the new 2023 Notes, the “2023 Notes”). The new 2023 Notes are expected to be treated as a single series with the initial 2023 Notes and will have the same terms as those initial notes except that (i) the new 2023 Notes will be subject to a separate registration rights agreement and (ii) the new 2023 Notes will be issued initially under CUSIP numbers differentacquired from ~~the initial 2023 Notes. We used the net proceeds of the new 2023 Notes to repay a portion of our existing Revolving Credit Facility (as defined below) and for general partnership purposes.~~

~~Expiration of Subordination Period~~

On June 1, 2017, the requirements under our partnership agreement for the conversion of all subordinated units into common units were satisfied and the subordination period ended. As a result, each of our 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 our outstanding units representing limited partner interests. Refer to Notes 6 “Equity” and 8 “Net Income per Unit” in our Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information.

~~Toledo Terminal Acquisition~~

~~On April 17, 2017, our~~Crown Point International LLC, its wholly-owned subsidiary, ~~PBF Logistics Products Terminals~~CPI Operations LLC (“PLPT”), acquired the Toledo, Ohio refined products terminal assets (the “Toledo Terminal”) from Sunoco Logistics Partners L.P. for an aggregate purchase price of $10.0 million plus working capital (the “Toledo Terminal Acquisition”). The Toledo Terminal is directly connected to, and currently supplied by, PBF Holding’s Toledo Refinery. The Toledo Terminal is comprised of a ten-bay truck rack and over 110,000 barrels of chemicals, clean product and additive storage capacity.

~~PNGPC Acquisition~~

On February 28, 2017, we closed the transaction contemplated by the contribution agreement (the “PNGPC Contribution Agreement”) entered into with PBF LLC dated as of February 15, 2017. Pursuant to the PNGPC Contribution Agreement, our wholly-owned subsidiary, PBFX Operating Company LLC (“PBFX Op Co”), acquired from PBF LLC all of the issued and outstanding limited liability company interests of PNGPC (the “PNGPC Acquisition”). PNGPC owns and operates an existing interstate natural gas pipeline (the “Paulsboro Natural Gas Pipeline”) and is subject to regulation by the Federal Energy Regulatory Commission (“FERC”CPI”). In connection with the ~~PNGPC Acquisition, we constructed~~acquisition, the purchase and sale agreement included an earn-out provision related to an existing commercial agreement with a ~~new 24” pipeline (the “New Pipeline”) to replace~~third party, based on the ~~existing pipeline,~~future results of certain acquired idled assets, which ~~commenced services~~recommenced operations in August 2017. In consideration for the PNGPC limited liability company interests, we delivered to PBF LLC (i) an $11.6 million intercompany promissory note in favor of Paulsboro Refining Company LLC (“PRC”), a wholly owned subsidiary of PBF Holding (the “Affiliate Note Payable”), (ii) an expansion rights and right of first refusal agreement in favor of PBF LLC with respectOctober 2019. Pursuant to the ~~New Pipeline and (iii)~~terms of the commercial agreement (the “CPI Processing Agreement”), in the third quarter of 2020, the counterparty exercised its right to terminate the contract at the conclusion of the current contract year, resulting in an ~~assignment and assumption agreement with respect~~adjustment to ~~certain outstanding litigation involving PNGPC and~~ the ~~existing pipeline. This acquisition is accounted for as a transfer of assets between entities under common control under U.S. generally accepted accounting principles (“GAAP”)~~Contingent Consideration (as defined below). Refer to Note ~~2 “Acquisitions” in our~~10 “Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for further ~~discussion regarding the PNGPC Acquisition.~~

~~Chalmette Storage Agreement~~

~~On February 15, 2017, PBF Holding and PBFX Op Co entered into~~discussion. In addition, as a ten-year storage services agreement (the “Chalmette Storage Agreement”) under which we, through PBFX Op Co, will provide storage services to PBF Holding commencing upon the earlier of November 1, 2017 or the completion of construction of a new tank, which is expected to be completed in November 2017, with a shell capacity of 625,000 barrels at PBF Holding’s Chalmette Refinery. PBFX Op Co and Chalmette Refining, L.L.C. (“Chalmette Refining”) have entered into a twenty-year lease for the premises upon which the tank will be located (the “Lease”) and a project management agreement (the “Project Management Agreement”) pursuant to which Chalmette Refining has managed the constructionresult of the ~~tank.~~contract termination, we recorded an impairment charge to write-down the related processing unit assets and customer contract intangible asset of $3.0 million and $4.0 million, respectively. The ~~Chalmette Storage Agreement can be extended by PBF Holding~~impairment charge represents a write-down of the CPI assets due to the reduction of future earnings as a result of the contract termination. The fair values of the assets were determined using the income approach and was based on the expected undiscounted future net cash flows over the remaining contractual period. Refer to Note 5 “Property, Plant and Equipment, Net” and Note 6 “Goodwill and Intangibles” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for two additional five-year periods. Under the Chalmette Storage Agreement, PBFX will provide PBF Holding with storage services in return for storage fees. The storage services require PBFX to accept, redeliver and store all products tendered by PBF Holding in the tank and PBF Holding will pay a monthly fee of $0.60 per barrel of shell capacity. The Lease can be extended by PBFX Op Co for two additional ten-year periods.further discussion.

Principles of Combination and Consolidation and Basis of Presentation

~~Our~~In general, our Predecessor did not historically operate its assets for the purpose of generating ~~revenues~~revenue independent of other PBF Energy businesses that we ~~support,~~support. In connection with, and subsequent to, our initial public offering (“IPO”), we have acquired certain assets from PBF LLC (collectively referred to as the ~~exception~~“Contributed Assets”). Such acquisitions completed subsequent to the IPO were made through a series of ~~third-party revenue generated by Delaware City Products Pipeline (as defined below) prior~~dropdown transactions with PBF LLC (collectively referred to ~~August 2013.~~as the “Acquisitions from PBF”). Upon the closing of the ~~Offering~~IPO and the Acquisitions from PBF, we entered into commercial and service agreements with subsidiaries of PBF Energy, under which we operate our assets for the purpose of generating fee-based ~~revenues.~~revenue. We receive, handle and transfer crude oil, refined products and natural gas from sources located throughout the ~~United States~~U.S. and Canada and store crude oil, refined products and intermediates for PBF Energy in support of its refineries. In ~~connection with the Offering, PBF LLC contributed the assets, liabilities and results~~addition, we generate third-party revenue from certain of operations of certain crude oil terminaling assets to us. The assets consisted of a double loop track with ancillary pumping and unloading equipment (the “DCR Rail Terminal”), and crude unloading lease automatic custody transfer (“LACT”) units (the “Toledo Truck Terminal”). Subsequent to the Offering, we acquired from PBF LLC a heavy crude oil rail unloading facility at the Delaware City Refinery (the “DCR West Rack”), a tank farm and related facilities, which included a propane storage and loading facility (the “Toledo Storage Facility”), an interstate petroleum products pipeline (the “Delaware City Products Pipeline”) and truck loading rack (the “Delaware City Truck Rack”) which are collectively referred to as the “Delaware City Products Pipeline and Truck Rack,” the 189-mile San Joaquin Valley pipeline system which consists of the M55, M1 and M70 crude pipeline systems including pipeline stations with storage capacity and truck unloading capacity (the “Torrance Valley Pipeline”), and the Paulsboro Natural Gas Pipeline. These transactions are collectively referred to as the “Acquisitions from PBF.” Subsequent to the Acquisitions from PBF, the DCR Rail Terminal, the Toledo Truck Terminal, the DCR West Rack, the Toledo Storage Facility, the Delaware City Products Pipeline and Truck Rack, the Torrance Valley Pipeline and the Paulsboro Natural Gas Pipeline are collectively referred to as the “Contributed Assets.”our assets.

The condensed consolidated financial statements presented in this Form 10-Q include our consolidated financial results as of and for the period ending September 30, 2017. We have retrospectively adjusted our financial information contained herein to include the historical results of PNGPC prior to the PNGPC Acquisition.

Agreements with PBF Energy Entities

Commercial Agreements

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

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

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



~~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~~	~~PBFX or PBF Holding can declare~~

~~____________________~~


~~(a)~~	~~PBF Holding has the option to extend the agreements for up to two additional five-year terms, as applicable.~~


~~(b)~~	~~In 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.~~

Other Agreements

In addition to the commercial agreements described above, ~~at the closing of the Offering,~~ we entered into an omnibus agreement with PBF GP, PBF LLC and PBF Holding, which has been amended and restated in connection with certain of the Acquisitions from PBF (as amended, the “Omnibus Agreement”). ~~The Omnibus Agreement~~This agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees. The annual fee was increased to ~~$6.9~~$8.3 million ~~per year~~ effective as of January 1, ~~2017.~~2020.

~~In connection with the Offering, we~~We have also entered into an operation and management services and secondment agreement with PBF Holding and certain of its subsidiaries (as amended, the “Services Agreement”), pursuant to which PBF Holding and its subsidiaries ~~provides~~provide us with the personnel necessary for us to perform ~~its~~our obligations under ~~its~~our commercial agreements. We reimburse PBF Holding for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. On February 28, 2017, we entered into the Fifth Amended and Restated Operation and Management Services and Secondment Agreement (as amended, the “Services Agreement”) in connection with the PNGPC Acquisition resulting in an increase to the annual fee to $6.7 million.our operations. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that we may terminate any service ~~on 30 days’~~upon 30-days’ notice.

~~In connection with~~Refer to our 2019 Form 10-K for a more complete description of the ~~Chalmette Storage~~Omnibus Agreement ~~PBFX Op Co and Chalmette Refining entered into the Lease~~ and the ~~Project Management~~Services Agreement. ~~The Lease can be extended by PBFX Op Co for two additional ten-year periods.~~

Factors Affecting the Comparability of Our Financial Results

Our results of operations may not be comparable to our historical results of operations ~~for the reasons described below:~~

~~Revenues. Our reported logistics assets revenues are fee-based and a majority are subject~~due to ~~contractual MVCs. These fees are indexed for inflation~~our recent acquisition activity, which is discussed in ~~accordance with either the FERC indexing methodology, the U.S. Producer Price Index or the U.S. Consumer Price Index for All Urban Consumers.~~

Revenues reported by us prior to the acquisitions of TVPC and PNGPC did not include commercial contracts associated with the Torrance Valley Pipeline or the Paulsboro Natural Gas Pipeline. Concurrent with commencement of operationsNote 3 “Acquisitions” of the ~~New Pipeline~~Notes to Condensed Consolidated Financial Statements included in ~~August 2017, a new service agreement was entered into between PNGPC~~“Item 1. Financial Statements,” the cancellation and ~~PRC~~conversion of our incentive distribution rights held by PBF LLC, which is discussed in ~~regards to the New Pipeline.~~

~~Financing~~. Historically, we have financed our operations through proceeds generated by equity offerings, internally generated cash flows, and borrowings under our five-year $360.0 million revolving credit facility (“Revolving Credit Facility”) to satisfy capital expenditure requirements. In connection with the purchaseNote 8 “Equity” of the ~~East Coast Terminals, we borrowed an additional $98.5 million under~~Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements,” certain debt and equity transactions and our ~~Revolving Credit Facility, which was used~~annual inflation adjustment to ~~repay $98.3 million of~~ our ~~three-year $300.0 million term loan facility (“Term Loan”) in order to release~~

$98.3 million in marketable securities that had collateralized the Term Loan. In connection with the acquisition of TVPC, we borrowed an additional $76.2 million under our Revolving Credit Facility, which was used to repay $76.2 million of our Term Loan in order to release $76.2 million in marketable securities that had collateralized the Term Loan. The maximum amount of the Revolving Credit Facility was increased from $325.0 million to $360.0 million in May 2016. In connection with the PNGPC Acquisition, through our newly acquired subsidiary, PNGPC, we entered into the $11.6 million Affiliate Note Payable with PRC, a wholly owned subsidiary of PBF Holding. During March 2017, we fully repaid the remaining outstanding balance of the Term Loan.

~~Plains Asset Purchase.~~ On April 29, 2016, our wholly-owned subsidiary, PLPT, purchased the East Coast Terminals from an affiliate of Plains All American Pipeline, L.P. (the “Plains Asset Purchase”). The East Coast Terminals have subsequently generated third-party revenues. Prior to the purchase, we did not record third-party revenue, with the exception of third-party revenue generated by Delaware City Products Pipeline prior to August 2013.commercial agreements. Additionally, our results may not be ~~comparable~~comparative to prior periods due to ~~additional affiliate revenue, operating~~the impact of the COVID-19 pandemic on our business in 2020, including lower throughput volumes at our terminals, as the industry reacts to the related economic downturn and ~~maintenance expenses and general and administrative expenses associated with the East Coast Terminals.~~volatile commodity market.

~~Toledo Terminal Acquisition.~~ ~~On April 17, 2017, our wholly-owned subsidiary, PLPT, acquired the Toledo Terminal from Sunoco Logistics Partners L.P. The transaction is accounted for as a third-party acquisition, and as a result,~~Furthermore, our results of operations may not be comparable to our historical results of operations due to ~~additional affiliate revenue, operating~~the termination of a processing agreement at our CPI facility, which resulted in an impairment charge to write-down the related processing unit assets and ~~maintenance expenses~~customer contract intangible asset of $3.0 million and ~~general~~$4.0 million, respectively. Refer to Note 5 “Property, Plant and ~~administrative expenses associated with~~Equipment, Net” and Note 6 “Goodwill and Intangibles” of the ~~Toledo Terminal.~~Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for further discussion.

Other Factors That Will Significantly Affect Our Results

Supply and Demand for Crude Oil, Refined Products and Natural ~~Gas~~.Gas. We generate revenue by charging fees for receiving, handling, transferring, storing, throughputting and ~~throughputting~~processing crude oil, refined products and natural gas. ~~The~~A majority of our ~~revenues are~~revenue is derived from MVC, fee-based commercial agreements with

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

Factors driving the prices of petroleum-based commodities include supply and demand infor crude oil, gasoline and other refined products. Supply and demand for these products depend on numerous factors outside of our control, including changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, logistics constraints, availability of imports, marketing of competitive fuels, crude oil price differentials and government regulation. ~~Please read~~The impact of the unprecedented global health and economic crisis sparked by the COVID-19 pandemic was amplified late in the first quarter of 2020 due to movements made by the world’s largest oil producers to increase market share. This created simultaneous shocks in oil supply and demand resulting in an economic challenge to our industry which has not occurred since our formation. These factors have resulted in significant demand destruction for refined petroleum products and atypical volatility in oil commodity prices, which may continue for the foreseeable future. Although the effects may be mitigated by MVC provisions in certain of our commercial contracts, this overall demand destruction and market environment could lead to lower storageor throughput volumes processed at our assets, which could negatively impact our results of operations and cash flows. While it is impossible to estimate the duration or complete financial impact of the COVID-19 pandemic, a significant portion of the negative impacts and risk to us may be mitigated through our MVCs within the commercial agreements with PBF Holding. Refer to “Risk Factors” included in “Item 1A.” of this Form 10-Q and of our ~~2016~~2019 Form 10-K.

Acquisition and Organic Growth Opportunities. We may acquire additional logistics assets from PBF Energy or third parties. Under our Omnibus Agreement, ~~with PBF GP, PBF LLC and PBF Holding,~~ subject to certain exceptions, we have a right of first offer on certain logistics assets owned by PBF Energy to the extent PBF Energy decides to sell, transfer or otherwise dispose of any of those assets. We also have a right of first offer to acquire additional logistics assets that PBF Energy may construct or acquire in the future. Our commercial agreements provide us with options to purchase certain assets at PBF Holding’s refineries related to our business in the event PBF Energy permanently shuts down ~~the~~ PBF Holding’s refineries. In addition, our commercial agreements provide us with the right to use certain assets at PBF Holding’s refineries in the event of a temporary shutdown. Furthermore, we may pursue strategic asset acquisitions from third parties or organic growth projects to the extent such acquisitions or projects complement our or PBF Energy’s existing asset base or provide attractive potential returns. WeIdentifying and executing acquisitions and organic growth projects is a key part of our strategy, and we believe that we are well-positioned to acquire logistics assets from PBF Energy and third parties should such opportunities ~~arise, and identifying and executing~~arise. However, there is no guarantee that we will be able to identify attractive organic growth projects or acquisitions ~~is a key part of our strategy. However,~~in the future, or be able to consummate any such opportunities identified. Additionally, if we do not ~~make~~complete acquisitions or organic growth projects on economically acceptable terms, our future growth will be limited, and the acquisitions or projects we do ~~make~~complete may reduce, rather than increase, our cash available for distribution. These acquisitions and organic growth projects could also affect the comparability of our results from period to period. We expect to fund future growth capital expenditures primarily from a combination of cash-on-hand, borrowings under our

~~Revolving~~ $500.0 million amended and restated revolving credit facility (as amended, the “Revolving Credit ~~Facility~~Facility”) and the issuance of additional equity or debt securities. To the extent we issue additional units to fund future acquisitions or expansion capital expenditures, the payments of distributions on those additional units may increase the risk that we will be unable to maintain or increase our per unit distribution level.

Third-Party Business. As of September 30, ~~2017,~~2020, PBF Holding accounts for ~~the~~a substantial majority of our ~~revenues~~revenue and we continue to expect ~~the~~that a majority of our revenue for the foreseeable future will be derived from operations supporting PBF ~~Energy’s~~Holding’s refineries. We are examining further diversification of our customer base by potentially developing additional third-party throughput volumes in our existing system and continuing to ~~expand~~explore expanding our asset portfolio to service third-party customers. Unless we are successful in attracting additional third-party customers, our ability to increase volumes will be dependent on PBF Holding, which has

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

~~Noncontrolling Interest~~. As a result of PBFX Op Co’s acquisition from PBF LLC of 50% of the issued and outstanding limited liability company interests of TVPC (the “TVPC Acquisition”), PBFX Op Co became the managing member of TVPC and fully consolidates TVPC. With respect to the consolidation of TVPC, we record a noncontrolling interest for the remaining 50% economic interest in TVPC held by TVP Holding Company LLC (“TVP Holding”). Noncontrolling interest on the 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.

How We Evaluate Our Operations

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

Volumes. The amount of revenue we generate primarily depends on the volumes of crude oil, refined products and natural gas that we throughput at our terminaling and pipeline operations and our available and utilized storage capacity. These volumes are primarily affected by the supply of and demand for crude oil, ~~and~~ refined products and natural gas in the markets served directly or indirectly by our assets. Although PBF Energy has committed to minimum volumes under ~~the~~certain commercial agreements, ~~described above,~~ our results of operations will be impacted by:

•PBF Energy’s utilization of our assets in excess of ~~the~~ MVCs;

•our ability to identify and execute accretive acquisitions and organic expansion projects and capture incremental PBF ~~Energy’s incremental volumes~~Energy or third-party volumes; and

•our ability to increase throughput or storage volumes at our facilities and provide additional ancillary services at those terminals and pipelines.

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

EBITDA, EBITDA ~~attributable~~Attributable to PBFX, Adjusted EBITDA and Distributable Cash Flow. We define EBITDA as net income (loss) before net interest expense (including amortization of loan fees and debt premium and accretion on discounted liabilities), income tax expense, depreciation, amortization, impairment expense and ~~amortization expense.~~change in contingent consideration. We define EBITDA

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

EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow are non-GAAP supplemental financial measures that management and external users of our condensed consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

•our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of EBITDA, financing methods;

•the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;

•our ability to incur and service debt and fund capital expenditures; and

•the viability of acquisitions and other capital expenditure projects and the economic returns on ~~investment of~~ various investment opportunities.

We believe that the presentation of EBITDA, ~~and~~ EBITDA attributable to PBFX and Adjusted EBITDA provides useful information to investors in assessing our financial condition and results of ~~operations.~~operations and assists in evaluating our ongoing operating performance for current and comparative periods. We believe that the presentation of distributable cash flow ~~will provide~~provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance and provides investors with ~~an enhanced~~another perspective of the operating performance of our assets and the cash our business is generating. EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow should not be considered alternatives to net income, ~~operating~~ income ~~cash~~ from operations, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect net income and net cash provided by operating activities. Additionally, because EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow may be defined differently by other companies in our industry, our ~~definition~~definitions of such ~~matters~~measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow are reconciled to net income and net cash provided by operating activities in ~~“—Results~~“Results of Operations” below.

4831

Results of Operations

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

Combined Overview. The following tables summarize our results of operations and financial data for the three and nine months ended September 30, ~~2017~~2020 and ~~2016.~~2019. The following data should be read in conjunction with our Condensed Consolidated Financial Statements and the Notes thereto included in “Item 1. Financial Statements.”


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(In thousands)
Revenue:
Affiliate	$	70,716	$	78,026	$	218,681	$	224,014
Third-party	18,294		8,351		52,487		23,958
Total revenue	89,010		86,377		271,168		247,972

Costs and expenses:
Operating and maintenance expenses	22,730		28,356		75,385		86,825
General and administrative expenses	4,112		4,552		12,798		18,142
Depreciation and amortization	14,305		9,079		36,821		26,654
Impairment expense	7,000		—		7,000		—
Change in contingent consideration	(14,765)		—		(14,235)		—
Total costs and expenses	33,382		41,987		117,769		131,621

Income from operations	55,628		44,390		153,399		116,351

Other expense:
Interest expense, net	(10,544)		(12,230)		(33,929)		(34,359)
Amortization of loan fees and debt premium	(328)		(444)		(1,309)		(1,339)
Accretion on discounted liabilities	(594)		(722)		(1,726)		(2,255)

Net income	44,162		30,994		116,435		78,398

Less: Net income attributable to noncontrolling interest	—		—		—		7,881


Net income attributable to PBF Logistics LP unitholders	$	44,162	$	30,994	$	116,435	$	70,517

Other data:
EBITDA attributable to PBFX	$	59,281	$	53,469	$	174,457	$	132,825
Adjusted EBITDA	60,519		55,451		178,459		146,744
Distributable cash flow	48,486		39,538		136,233		99,074
Capital expenditures	1,763		8,028		9,635		23,180

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
32

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

Reconciliation of Non-GAAP Financial Measures

As described in “How We Evaluate Our Operations,” our management uses EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow to analyze our performance. The following table presents a reconciliation of EBITDA, EBITDA attributable to PBFX and distributable cash flow to net income, which is the most directly comparable GAAP financial measure of operating performance on a historical basis, for the periods indicated.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(In thousands)
Net income	$	44,162	$	30,994	$	116,435	$	78,398
Interest expense, net	10,544		12,230		33,929		34,359
Amortization of loan fees and debt premium	328		444		1,309		1,339
Accretion on discounted liabilities	594		722		1,726		2,255
Change in contingent consideration	(14,765)		—		(14,235)		—
Impairment expense	7,000		—		7,000		—
Depreciation and amortization	14,305		9,079		36,821		26,654
EBITDA	62,168		53,469		182,985		143,005

Less: Noncontrolling interest EBITDA	—		—		—		10,180
Less: Earnings attributable to the CPI earn-out	2,887		—		8,528		—
EBITDA attributable to PBFX	59,281		53,469		174,457		132,825
Non-cash unit-based compensation expense	995		1,271		3,242		5,622
Cash interest	(10,760)		(12,334)		(34,481)		(34,760)
Maintenance capital expenditures attributable to PBFX	(1,030)		(2,868)		(6,985)		(4,613)
Distributable cash flow	$	48,486	$	39,538	$	136,233	$	99,074

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

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

5033

The following table presents a reconciliation of EBITDA, EBITDA attributable to PBFX and distributable cash flow to net cash provided by operating activities, which is the most directly comparable GAAP financial measure of liquidity on a historical basis, for the periods indicated.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(In thousands)
Net cash provided by operating activities	$	61,741	$	39,757	$	141,429	$	95,643
Change in operating assets and liabilities	(9,122)		2,753		10,869		18,625
Interest expense, net	10,544		12,230		33,929		34,359
Non-cash unit-based compensation expense	(995)		(1,271)		(3,242)		(5,622)
EBITDA	62,168		53,469		182,985		143,005

Less: Noncontrolling interest EBITDA	—		—		—		10,180
Less: Earnings attributable to the CPI earn-out	2,887		—		8,528		—
EBITDA attributable to PBFX	59,281		53,469		174,457		132,825
Non-cash unit-based compensation expense	995		1,271		3,242		5,622
Cash interest	(10,760)		(12,334)		(34,481)		(34,760)
Maintenance capital expenditures attributable to PBFX	(1,030)		(2,868)		(6,985)		(4,613)
Distributable cash flow	$	48,486	$	39,538	$	136,233	$	99,074

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

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

The following table presents a reconciliation of EBITDA, EBITDA attributable to PBFX and Adjusted EBITDA to net income, ~~attributable to noncontrolling interest and noncontrolling interest EBITDA for informational purposes.~~

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

* Represents 50%which is the most directly comparable GAAP financial measure of ~~depreciation and amortization for TVPC~~operating performance on a historical basis, for the ~~three and nine months ended September 30, 2017 and 2016.~~periods indicated.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(In thousands)
Net income	$	44,162	$	30,994	$	116,435	$	78,398
Interest expense, net	10,544		12,230		33,929		34,359
Amortization of loan fees and debt premium	328		444		1,309		1,339
Accretion on discounted liabilities	594		722		1,726		2,255
Change in contingent consideration	(14,765)		—		(14,235)		—
Impairment expense	7,000		—		7,000		—
Depreciation and amortization	14,305		9,079		36,821		26,654
EBITDA	62,168		53,469		182,985		143,005

Less: Noncontrolling interest EBITDA	—		—		—		10,180
Less: Earnings attributable to the CPI earn-out	2,887		—		8,528		—
EBITDA attributable to PBFX	59,281		53,469		174,457		132,825
Acquisition and transaction costs	6		281		116		3,389
Non-cash unit-based compensation expense	995		1,271		3,242		5,622
East Coast Terminals environmental remediation costs	237		430		644		4,026
PNGPC tariff true-up adjustment	—		—		—		882
Adjusted EBITDA	$	60,519	$	55,451	$	178,459	$	146,744

Three Months Ended September 30, ~~2017~~2020 Compared to the Three Months Ended September 30, ~~2016~~2019

~~Summary.~~Summary

Our net income for the three months ended September 30, ~~2017~~2020 increased by approximately ~~$14.6~~$13.2 million to ~~$32.7~~$44.2 million from ~~$18.1~~$31.0 million for the three months ended September 30, ~~2016.~~ 2019, details of which are shown in the following graph and further described below.

The increase in net income was primarily due to the following:

•an increase in total ~~revenues~~revenue of approximately ~~$17.1~~$2.6 million, or ~~35.2%~~3.0%, primarily attributable to the recommencement of operations of certain assets at our East Coast storage facility, operations of recently constructed assets and inflation rate adjustments implemented in accordance with certain of our commercial agreements (the “Inflation Rate Increase”), offset by lower revenue attributable to certain assets not subject to MVC shortfall payments due to a ~~new service agreement entered into between PNGPC and PRC upon the commencement~~reduction in throughput volumes as a result of the ~~New Pipeline~~COVID-19 pandemic, as well as lower pass-through utilities fees;

•a decrease in ~~August 2017,~~operating and maintenance expenses of approximately $5.6 million, or 19.8%, as a result of decreased discretionary spending, including outside service costs, in response to the ~~Toledo Terminal operations, increased throughput~~COVID-19 pandemic, as well as lower utility expenses due to reduced energy usage and no remediation of product contamination costs in 2020 compared to costs incurred in 2019 for product contamination remediation at ~~the East Coast Terminals and~~

~~commercial agreements with PBF Energy~~one of our terminals, offset by expenses related to the ~~Torrance Valley Pipeline entered into in September 2016;~~recommencement of operations of certain assets at our East Coast storage facility;

•a decrease in general and administrative expenses of approximately ~~$0.9~~$0.4 million, or ~~20.0%~~9.7%, as a result of ~~lower~~decreased acquisition ~~related~~ costs and ~~lower~~ unit-based compensation ~~expense, partially~~expense;

•a decrease in change in contingent consideration of approximately $14.8 million due to the impending termination of the CPI Processing Agreement in Q4 2020 and the resulting elimination of the projected earn-out liability for future periods, offset by ~~higher fees associated with~~ the ~~Omnibus~~increase in estimated future payouts for the current annual period of the CPI Processing Agreement; and

•a decrease in other expenses of approximately $1.9 million, or 14.4%, primarily related to a decrease in interest expense as a result of lower borrowings under our Revolving Credit Facility and a decrease in accretion on discounted liabilities due to lower outstanding liability;

~~partially~~

offset by the following:

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~~$5.2 million, or ~~4.9%~~57.6%, resulting from the accelerated depreciation and amortization of certain CPI tangible and intangible assets, which are subject to the impending termination of the CPI Processing Agreement in Q4 2020, as well as the timing of acquisitions and new assets being placed in service; and

•an increase in impairment expense of $7.0 million resulting from an impairment charge, as a result of a contract termination, to write-down the ~~additions to property, plant~~related processing unit assets and ~~equipment related to the the Torrance Valley Pipeline and the Paulsboro Natural Gas Pipeline; and~~customer contract intangible asset.

~~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.~~

EBITDA attributable to PBFX for the three months ended September 30, ~~2017~~2020 increased by approximately ~~$9.4~~$5.8 million to ~~$40.9~~$59.3 million from ~~$31.5~~$53.5 million for the three months ended September 30, ~~2016~~2019 due to the factors noted above, excluding the impact of depreciation and amortization, impairment expense, interest expense, net, amortization of loan fees and debt premium, accretion on discounted liabilities, change in contingent consideration, noncontrolling interest and earnings attributable to the ~~noncontrolling interest.~~CPI earn-out.

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

Nine Months Ended September 30, ~~2017~~2020 Compared to the Nine Months Ended September 30, ~~2016~~2019

~~Summary.~~Summary

Our net income for the nine months ended September 30, ~~2017~~2020 increased by approximately ~~$35.1~~$38.0 million to ~~$87.9~~$116.4 million from ~~$52.8~~$78.4 million for the nine months ended September 30, ~~2016.~~ 2019, details of which are shown in the following graph and further described below.

The increase in net income was primarily due to the following:

•an increase in total ~~revenues~~revenue of approximately ~~$62.7~~$23.2 million, or ~~49.9%~~9.4%, primarily attributable to the recommencement of operations of certain assets at our East Coast storage facility, operations of

recently constructed assets and the Inflation Rate Increase, offset by lower revenue attributable to certain assets not subject to MVC shortfall payments due to a ~~new service agreement entered into between PNGPC and PRC upon the commencement~~reduction in throughput volumes as a result of the ~~New Pipeline~~COVID-19 pandemic, as well as lower pass-through utilities fees;

•a decrease in ~~August 2017,~~operating and maintenance expenses of approximately $11.4 million, or 13.2%, as a result of decreased discretionary spending, including maintenance and outside service costs, in response to the ~~Toledo Terminal operations, the East Coast Terminals operations~~COVID-19 pandemic, as well as lower environmental clean-up remediation costs, utility expenses due to reduced energy usage and ~~commercial agreements with PBF Energy~~no remediation of product contamination costs in 2020 compared to costs incurred in 2019 for product contamination remediation at one of our terminals, offset by expenses related to the ~~Torrance Valley Pipeline entered into in September 2016;~~recommencement of operations of certain assets at our East Coast storage facility;

•a decrease in general and administrative expenses of approximately ~~$0.9~~$5.3 million, or ~~6.8%~~29.5%, as a result of ~~lower~~decreased acquisition ~~related~~ costs ~~partially~~and unit-based compensation expense;

•a decrease in change in contingent consideration of approximately $14.2 million due to the impending termination of the CPI Processing Agreement in Q4 2020 and the resulting elimination of the projected earn-out liability for future periods, offset by ~~higher unit-based compensation~~the increase in estimated future payouts for the current annual period of the CPI Processing Agreement; and

•a decrease in other expenses of approximately $1.0 million, or 2.6%, primarily related to a decrease in interest expense as a result of lower borrowings under our Revolving Credit Facility and ~~higher fees associated with the Omnibus Agreement;~~a decrease in accretion on discounted liabilities due to lower outstanding liability;

~~partially~~ offset by the following:

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~~$10.2 million, or ~~74.7%~~38.1%, resulting from the accelerated depreciation and amortization of certain CPI tangible and intangible assets, which are subject to the impending termination of the CPI Processing Agreement in Q4 2020, as well as the timing of acquisitions and new assets being placed in service; and

•an increase in impairment expense of $7.0 million resulting from an impairment charge, as a result of a contract termination, to write-down the ~~additions to property, plant~~related processing unit assets and ~~equipment related to the East Coast Terminals, the Torrance Valley Pipeline and the Paulsboro Natural Gas Pipeline; and~~customer contract intangible asset.

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.

EBITDA attributable to PBFX for the nine months ended September 30, ~~2017~~2020 increased by approximately ~~$27.4~~$41.6 million to ~~$112.9~~$174.5 million from ~~$85.5~~$132.8 million for the nine months ended September 30, ~~2016~~2019 due to the factors noted above, excluding the impact of depreciation and amortization, impairment expense, interest expense, net, amortization of loan fees and debt premium, accretion on discounted liabilities, change in contingent consideration, noncontrolling interest and earnings attributable to the ~~noncontrolling interest.~~CPI earn-out.

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

Segment Information

Our operations are comprised of operating segments, which are strategic business units that offer different services in various geographical locations. We review ~~operating results~~operations in two reportable segments: (i) Transportation and ~~Terminaling;~~Terminaling and (ii) Storage. Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of ~~its~~our reportable segments based on the segment operating income. Segment operating income is defined as net ~~sales~~revenue less operating expenses and depreciation and amortization. General and administrative expenses and interest expenses not included in the Transportation and Terminaling and Storage segments are included in Corporate. Segment reporting is further discussed in Note 1112 “Segment Information” ~~in our~~of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements.”

Transportation and Terminaling Segment

The following table and discussion isprovide an explanation of our results of operations of the Transportation and Terminaling segment for the three and nine months ended September 30, ~~2017~~2020 and ~~2016:~~2019:

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
(in thousands, except for total throughput and lease tank capacity)

Revenue:
Affiliate	$	60,662	$	67,872	$	187,517	$	193,814
Third-party	6,330		5,397		16,427		15,070
Total revenue	66,992		73,269		203,944		208,884

Costs and expenses:
Operating and maintenance expenses	16,605		22,622		55,282		67,377

Depreciation and amortization	7,010		7,051		21,105		20,831
Total costs and expenses	23,615		29,673		76,387		88,208
Transportation and Terminaling Segment Operating Income	$	43,377	$	43,596	$	127,557	$	120,676

Key Operating Information
Transportation and Terminaling Segment
Terminals
Total throughput (bpd) (1)	199,139		334,340		240,159		287,027
Lease tank capacity (average lease capacity barrels per month) (2)	2,587,334		2,088,044		2,343,637		2,229,890
Pipelines
Total throughput (bpd) (1)	143,273		165,757		153,909		158,307
Lease tank capacity (average lease capacity barrels per month) (2)	1,123,864		1,388,849		1,144,915		1,355,645

(1) Calculated as the sum of the average throughput per day for each asset group for the period presented.

(2) Lease capacity is based on tanks in service and average lease capacity available during the period.

5338

Three Months Ended September 30, ~~2017~~2020 Compared to theThree Months Ended September 30, ~~2016~~2019

~~Revenue~~.~~Revenue increased~~Our Transportation and Terminaling operating income for the three months ended September 30, 2020 decreased by approximately ~~$17.0~~$0.2 million ~~or 39.5%,~~ to ~~$59.9~~$43.4 million from $43.6 million for the three months ended September 30, ~~2017 compared~~2019, details of which are shown in the following graph and further described below.

The decrease in operating income was primarily due to ~~$43.0~~the following:

•a decrease in total revenue of approximately $6.3 million, ~~for the three months ended September 30, 2016. The increase in revenue was~~or 8.6%, primarily attributable to ~~the effects of~~ a ~~new service agreement entered into between PNGPC and PRC upon the commencement~~reduction in throughput volumes as a result of the New Pipeline in August 2017, the Toledo Terminal operation acquired through the Toledo Terminal Acquisition, increased throughput at the East Coast Terminals and commercial agreements with PBF Energy related to the Torrance Valley Pipeline entered into in September 2016. Prior to the acquisition of the Torrance Valley Pipeline, those assets were a part of the integrated operations of PBF Energy and the operation of those assets did not generate third-party or inter-entity revenue. Following the closing of the TVPC Acquisition, revenues were generated from commercial agreements with PBF Energy. Additionally, subsequent to the closing of the Plains Asset Purchase and Toledo Terminal Acquisition, we have begun to generate third-party revenue related to the East Coast TerminalsCOVID-19 pandemic, as well as ~~incremental affiliate revenue.~~lower pass-through utilities fees, offset by the Inflation Rate Increase;

offset by the following:

~~Operating and maintenance expenses.~~ Operating and maintenance expenses increased approximately $3.5 million, or 33.9%, to $13.9 million for the three months ended September 30, 2017 compared to $10.4 million for the three months ended September 30, 2016. The increase•a decrease in operating and maintenance expenses ~~was primarily attributable~~of approximately $6.0 million, or 26.6%, as a result of decreased discretionary spending, including outside service costs, in response to the ~~increased~~COVID-19 pandemic, as well as lower utility expenses ~~for the Torrance Valley Pipeline and the East Coast Terminals and expenses related to the Toledo Terminal subsequent to our acquisition, partially offset by a decrease in outside services costs mainly~~ due to ~~lower throughput across~~reduced energy usage and no remediation of product contamination costs in 2020 compared to costs incurred in 2019 for product contamination remediation at one of our ~~other assets.~~terminals.

~~Depreciation and amortization.~~Depreciation and amortization ~~expense increased approximately $0.2 million, or 5.0%, to $5.0 million for~~was consistent during the three months ended September 30, 2017 compared to $4.8 million for the three months ended September 30, 2016. The increase in depreciation and amortization expense was primarily attributable to the New Pipeline commencing operations in the three months ended September 30, 2017.comparable periods.

Nine Months Ended September 30, ~~2017~~2020 Compared to theNine Months Ended September 30, ~~2016~~2019

~~Revenue~~.~~Revenue~~Our Transportation and Terminaling operating income for the nine months ended September 30, 2020 increased by approximately ~~$62.1~~$6.9 million ~~or 56.8%,~~ to ~~$171.4~~$127.6 million from $120.7 million for the nine months ended September 30, ~~2017 compared to $109.3 million for~~2019, details of which are shown in the ~~nine months ended September 30, 2016.~~ following graph and further described below.

The increase in ~~revenue~~operating income was primarily ~~attributable~~due to the ~~effects of~~ following:

•a new service agreement entered into between PNGPC and PRC upon the commencement of the New Pipeline in August 2017, the Toledo Terminal operation acquired through the Toledo Terminal Acquisition, the East Coast Terminals operation acquired in connection with the Plains Asset Purchase and commercial agreements with PBF Energy related to the Torrance Valley Pipeline entered into in September 2016. Prior to the acquisition of the Torrance Valley Pipeline, those assets were a part of the integrated operations of PBF Energy and the operation of those assets did not generate third-party or inter-entity revenue. Following the closing of the TVPC Acquisition, revenues were generated from commercial agreements with PBF Energy. Additionally, subsequent to the closing of the Plains Asset Purchase and the Toledo Terminal Acquisition, we have begun to generate third-party revenue related to the East Coast Terminals as well as incremental affiliate revenue.

~~Operating and maintenance expenses.~~ Operating and maintenance expenses increased approximately $21.5 million, or 106.9%, to $41.7 million for the nine months ended September 30, 2017 compared to $20.1 million for the nine months ended September 30, 2016. The increasedecrease in operating and maintenance expenses ~~was~~of approximately $12.1 million, or 18.0%, as a result of decreased discretionary spending, including maintenance and outside service costs, in response to the COVID-19 pandemic, as well as lower environmental clean-up remediation cost and utility expenses due to reduced energy usage and no remediation of product contamination costs in 2020 compared to costs incurred in 2019 for product contamination remediation at one of our terminals;

offset by the following:

•a decrease in total revenue of approximately $4.9 million, or 2.4%, primarily attributable to a reduction in throughput volumes as a result of the ~~increased expenses for the Torrance Valley Pipeline and the East Coast Terminals and expenses related to the Toledo Terminal subsequent to our acquisition, partially~~COVID-19 pandemic, as well as lower pass-through utilities fees, offset by ~~a decrease in outside services costs mainly due to lower throughput across our other assets.~~the Inflation Rate Increase; and

~~Depreciation and amortization.~~ Depreciation and amortization expense increased approximately $7.1 million, or 92.3%, to $14.8 million for the nine months ended September 30, 2017 compared to $7.7 million for the nine months ended September 30, 2016. The•an increase in depreciation and amortization ~~expense was primarily attributable~~of approximately $0.3 million, or 1.3%, related to ~~increased depreciation~~the timing of acquisitions and ~~amortization expense of $1.7 million associated with the East Coast~~new assets being placed in service.

5440

Terminals acquired in April 2016, $5.5 million associated with the Torrance Valley Pipeline acquired in August 2016 and $0.3 million associated with the Paulsboro Natural Gas Pipeline, partially offset by decreased depreciation and amortization expense of $0.4 million in aggregate across our other assets.

Storage Segment

The following table and discussion isprovide an explanation of our results of operations of the Storage segment for the three and nine months ended September 30, ~~2017~~2020 and ~~2016:~~2019:


										Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended September 30,				Nine Months Ended September 30,					2020		2019		2020		2019
	2017		2016		2017		2016
(in thousands, except for storage capacity reserved and total throughput)									(in thousands, except for storage capacity reserved and total throughput)
	(In thousands)
Revenue:									Revenue:
Affiliate	$	5,587	$	5,482	$	16,851	$	16,326	Affiliate	$	10,054	$	10,154	$	31,164	$	30,200
Third-Party	—		—		—		—
Third-party									Third-party	11,964		2,954		36,060		8,888
Total revenue	5,587		5,482		16,851		16,326		Total revenue	22,018		13,108		67,224		39,088

Costs and expenses:									Costs and expenses:
Operating and maintenance expenses	2,068		2,552		5,534		6,746		Operating and maintenance expenses	6,125		5,734		20,103		19,448

Depreciation and amortization	621		595		1,842		1,830		Depreciation and amortization	7,295		2,028		15,716		5,823
Impairment expense									Impairment expense	7,000		—		7,000		—
Change in contingent consideration									Change in contingent consideration	(14,765)		—		(14,235)		—
Total costs and expenses	2,689		3,147		7,376		8,576		Total costs and expenses	5,655		7,762		28,584		25,271
Storage Segment Operating Income	$	2,898	$	2,335	$	9,475	$	7,750	Storage Segment Operating Income	$	16,363	$	5,346	$	38,640	$	13,817

Key Operating Information									Key Operating Information
Storage Segment									Storage Segment
Storage capacity reserved (average shell capacity barrels per month) ⁽¹⁾	3,709,693		3,654,916		3,729,789		3,628,037		Storage capacity reserved (average shell capacity barrels per month) (1)	7,687,505		8,033,679		7,634,264		8,006,785
Total throughput (bpd) (2)									Total throughput (bpd) (2)	21,835		—		24,704		—

(1) Storage capacity is based on tanks in service and average shell capacity available during the period.

(2) Calculated as the sum of the average throughput per day for each asset group for the period presented.

Three Months Ended September 30, ~~2017~~2020 Compared to theThree Months Ended September 30, ~~2016~~2019

~~Revenue.~~ ~~Revenue~~Our Storage operating income for the three months ended September 30, 2020 increased by approximately ~~$0.1~~$11.0 million ~~or 1.9%,~~ to ~~$5.6~~$16.4 million from $5.3 million for the three months ended September 30, ~~2017 compared to $5.5 million for~~2019, details of which are shown in the ~~three months ended September 30, 2016.~~ following graph and further described below.

The increase in operating income was primarily due to the following:

•an increase in total revenue ~~was~~of approximately $8.9 million, or 68.0%, primarily attributable to ~~higher available~~the recommencement of operations of certain assets at our East Coast storage ~~capacity at~~facility and the ~~Toledo Storage Facility.~~Inflation Rate Increase; and

~~Operating~~•a decrease in change in contingent consideration of approximately $14.8 million due to the impending termination of the CPI Processing Agreement in Q4 2020 and ~~maintenance expenses.~~ ~~Operating and maintenance expenses decreased approximately $0.5 million, or 19.0%, to $2.1 million~~the resulting elimination of the projected earn-out liability for future periods, offset by the increase in estimated future payouts for the ~~three months ended September 30, 2017 compared to $2.6 million for~~current annual period of the ~~three months ended September 30, 2016. The decrease~~CPI Processing Agreement;

offset by the following:

•an increase in operating and maintenance expenses ~~was primarily attributable~~of approximately $0.4 million, or 6.8%, as a result of the recommencement of operations of certain assets at our East Coast storage facility, offset by decreased spending at our facilities due to cost cutting measures taken as a result of the COVID-19 pandemic, including lower maintenance ~~activity.~~activity;

~~Depreciation and amortization.~~ ~~Depreciation~~•an increase in depreciation and amortization of approximately $5.3 million, or 259.7%, resulting from the accelerated depreciation and amortization of certain CPI tangible and intangible assets, which are subject to the impending termination of the CPI Processing Agreement in Q4 2020, as well as the timing of acquisitions and new assets being placed in service; and

•an increase in impairment expense ~~remained relatively consistent at approximately $0.6~~of $7.0 million ~~for both~~resulting from an impairment charge, as a result of a contract termination, to write-down the ~~three months ended September 30, 2017~~related processing unit assets and ~~2016.~~customer contract intangible asset.

Nine Months Ended September 30, ~~2017~~2020 Compared to theNine Months Ended September 30, ~~2016~~2019

~~Revenue.~~ ~~Revenue~~Our Storage operating income for the nine months ended September 30, 2020 increased by approximately ~~$0.5~~$24.8 million ~~or 3.2%,~~ to ~~$16.9~~$38.6 million from $13.8 million for the nine months ended September 30, ~~2017 compared to $16.3 million for~~2019, details of which are shown in the ~~nine months ended September 30, 2016.~~ following graph and further described below.

The increase in operating income was primarily due to the following:

•an increase in total revenue ~~was~~of approximately $28.1 million, or 72.0%, primarily attributable to ~~higher available~~the recommencement of operations of certain assets at our East Coast storage ~~capacity at~~facility and the ~~Toledo Storage Facility.~~Inflation Rate Increase; and

~~Operating~~•a decrease in change in contingent consideration of approximately $14.2 million due to the impending termination of the CPI Processing Agreement in Q4 2020 and ~~maintenance expenses.~~ ~~Operating and maintenance expenses decreased approximately $1.2 million, or 18.0%, to $5.5 million~~the resulting elimination of the projected earn-out liability for future periods, offset by the increase in estimated future payouts for the ~~nine months ended September 30, 2017 compared to $6.7 million for~~current annual period of the ~~nine months ended September 30, 2016. The decrease~~CPI Processing Agreement;

offset by the following:

•an increase in operating and maintenance expenses ~~was primarily attributable~~of approximately $0.7 million, or 3.4%, as a result of the recommencement of operations of certain assets at our East Coast storage facility, offset by decreased spending at our facilities due to cost cutting measures taken as a result of the COVID-19 pandemic, including lower maintenance ~~activity.~~activity;

~~Depreciation and amortization.~~ ~~Depreciation~~•an increase in depreciation and amortization of approximately $9.9 million, or 169.9%, resulting from the accelerated depreciation and amortization of certain CPI tangible and intangible assets, which are subject to the impending termination of the CPI Processing Agreement in Q4 2020, as well as the timing of acquisitions and new assets being placed in service; and

•an increase in impairment expense ~~remained relatively consistent at approximately $1.8~~of $7.0 million ~~for both~~resulting from an impairment charge, as a result of a contract termination, to write-down the ~~nine months ended September 30, 2017~~related processing unit assets and ~~2016.~~customer contract intangible asset.

Liquidity and Capital Resources

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

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

In response to the impacts of the COVID-19 pandemic, we reduced our ~~short-term working capital requirements, long-term capital expenditure requirements and~~quarterly distribution to our minimum quarterly distribution of $0.30 per unit effective with the distribution for the first quarter of 2020. This reduction represents a strategic shift to build our cash ~~distributions.~~

~~We have paid,~~flow coverage, de-lever our business and increase our financial resources as we continue to pursue potential organic growth projects or strategic acquisition opportunities. However, we intend to continue to pay aat least the minimum quarterly distribution of ~~at least~~ $0.30 per unit per quarter, or $1.20 per unit on an annualized basis, which ~~equates~~aggregates to approximately ~~$12.8~~$18.8 million per quarter orand approximately ~~$51.2~~$75.2 million ~~per year,~~on an annualized basis based on the ~~current~~ number of common units outstanding as of September 30, 2020.

As of September 30, 2020, we had approximately $310.0 million of liquidity, including approximately $27.9 million in cash and ~~associated IDRs outstanding. We do not have a legal obligation~~cash equivalents, and access to ~~pay this distribution.~~approximately $282.1 million under our Revolving Credit Facility.

During the nine months ended September 30, ~~2017,~~2020, we made cash distribution payments as follows (in thousands, except per unit data):


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

~~Expiration of Subordination Period~~

On June 1, 2017, each of our 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. Refer to Notes 6 “Equity” and 8 “Net Income per Unit” in our Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information.

Credit Facilities

The Revolving Credit Facility is available to fund working capital, acquisitions, distributions and capital expenditures and for other general partnership purposes. ~~The maximum amount of the Revolving Credit Facility was increased from $325.0 million to $360.0 million in May 2016. The Partnership has~~We have the ability to ~~further~~ increase the maximum amount of the Revolving Credit Facility by an ~~additional $240.0~~aggregate amount of up to $250.0 million, to a total facility size of ~~$600.0~~$750.0 million, subject to receiving increased commitments from the lenders or other financial institutions and satisfaction of certain conditions. ~~See Note 4 “Debt” in our Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for further information regarding~~Obligations under the Revolving Credit Facility are guaranteed by our restricted subsidiaries and secured by a first priority lien on our assets and those of our restricted subsidiaries. The maturity date of the ~~Term Loan.~~Revolving Credit Facility is July 30, 2023 and may be extended for one year on up to two occasions, subject to certain customary terms and conditions. We are in compliance with ~~our~~the covenants under the Revolving Credit Facility as of September 30, ~~2017.~~ 2020.

During ~~March 2017, we fully repaid our Term Loan.~~the nine months ended September 30, 2020, PBFX made net repayments of $70.0 million under the Revolving Credit Facility.

~~On May 12, 2015, we completed the offering~~Our 6.875% Senior Notes due 2023 (the “2023 Notes”) have an aggregate principal amount of ~~the initial 2023 Notes. We pay~~$525.0 million with interest ~~on the initial 2023 Notes~~payable semi-annually on May 15 and November ~~15 with our first interest payment taking place on November 15, 2015.~~15. The ~~initial~~ 2023 Notes mature on May 15, 2023. ~~On October 6, 2017, we issued $175.0 million in aggregate principal amount of the new 2023 Notes.~~ The ~~new 2023 Notes were issued under the indenture governing the initial 2023 Notes.~~

~~The initial~~ 2023 Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations or restrictions on us and our restricted subsidiaries’ ability to, among other things, make distributions. These covenants are subject to a number of important limitations and exceptions. As of September 30, ~~2017,~~2020, we are in compliance with all covenants under the ~~initial~~ 2023 Notes.

Cash Flows

The following table sets forth our cash flows for the periods indicated:


	Nine Months Ended September 30,
	2020		2019
	(In thousands)
Net cash provided by operating activities	$	141,429	$	95,643
Net cash used in investing activities	(9,635)		(23,180)
Net cash used in financing activities	(138,909)		(39,793)
Net change in cash and cash equivalents	$	(7,115)	$	32,670

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

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

Cash Flows from Operating Activities

Net cash provided by operating activities increased by approximately ~~$52.7~~$45.8 million to ~~$121.0~~$141.4 million for the nine months ended September 30, ~~2017~~2020 compared to ~~$68.3~~$95.6 million for the nine months ended September 30, ~~2016.~~2019. The increase in net cash provided by operating activities was primarily the result of an increase in net income ~~and non-cash charges relating to depreciation and amortization, amortization of deferred financing fees and unit-based compensation~~ of approximately ~~$110.2~~$38.0 million ~~for the nine months ended September 30, 2017, compared to approximately $67.2 million for the nine months ended September 30, 2016~~ and ~~a net~~an increase in the net changes in operating assets and liabilities of approximately ~~$9.7~~$7.8 million primarily driven by the timing of collection of accounts receivables and liability payments. Non-cash charges relating to depreciation and amortization, impairment expense, amortization of loan fees and debt premium, accretion on discounted liabilities, unit-based compensation and change in contingent consideration were consistent during the comparable periods.

Cash Flows from Investing Activities

Net cash used in investing activities ~~changed~~decreased by approximately ~~$99.3~~$13.5 million to ~~$31.4~~$9.6 million for the nine months ended September 30, ~~2017~~2020 compared to ~~net cash provided by investing activities of $67.9~~$23.2 million for the nine months ended September 30, ~~2016.~~2019. The ~~change~~decrease in net cash used in investing activities was ~~primarily~~ due to ~~the Toledo Terminal Acquisition for $10.1 million, an increase~~a decrease in capital expenditures of

approximately ~~$53.3~~$13.5 million primarily related to a reduction in capital spending in the current year in response to the COVID-19 pandemic and ~~a decrease~~higher capital spend on organic growth projects in ~~net sales and maturities of marketable securities of approximately $134.3 million, partially offset by~~ the ~~Plains Asset Purchase for $98.4 million in April 2016.~~prior year.

Cash Flows from Financing Activities

Net cash used in financing activities increased by approximately ~~$3.8~~$99.1 million to ~~$114.3~~$138.9 million for the nine months ended September 30, ~~2017~~2020 compared to ~~$110.6~~$39.8 million for the nine months ended September 30, ~~2016.~~

The cash outflows for the nine months ended September 30, 2017 were primarily driven by distributions to unitholders of $62.8 million, repayment of our Term Loan of $39.7 million, and distributions to TVPC members of $17.3 million, partially offset by a contribution from the Partnership’s parent of $5.5 million related to the 2017 pre-acquisition activities of PNGPC.2019. Net cash used in financing activities for the nine months ended September 30, ~~2016~~2020 consisted of ~~distributions to PBF LLC related to Acquisitions from PBF~~net repayments of ~~$175.0~~$70.0 million ~~repayment of~~under our ~~Term Loan of $174.5 million~~Revolving Credit Facility and distributions to unitholders of ~~$48.0~~$69.7 million, ~~partially~~ offset by deferred financing costs and other costs of $0.8 million. Net cash used in financing activities for the nine months ended September 30, 2019 consisted of the acquisition of the Torrance Valley Pipeline Company LLC (“TVPC”) noncontrolling interest for $200.0 million, distributions to unitholders of $91.6 million and distributions to TVPC members of $8.5 million, offset by proceeds from issuance of common units of $132.5 million, net borrowings under our Revolving Credit Facility of ~~$144.7 million, net proceeds from the issuance of commons units of $138.3~~$127.0 million and ~~a contribution from the Partnership’s parent~~deferred financing costs and other costs of ~~$4.1 million related to the pre-acquisition activities of PNGPC.~~$0.8 million.

Capital Expenditures

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

Capital expenditures for the nine months ended September 30, ~~2017~~2020 and ~~2016~~2019 were as follows:


	Nine Months Ended September 30,
	2020		2019
	(In thousands)
Expansion	$	1,789	$	17,730
Maintenance	6,985		4,992
Regulatory	861		458
Total capital expenditures	$	9,635	$	23,180

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

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

We currently expect to spend an additional aggregate of between approximately ~~$110.0~~$6.5 million and ~~$120.0~~$11.0 million ~~during 2017~~for the remainder of 2020 for capital ~~expenditures, inclusive of~~expenditures. Of the total expected capital expenditures, ~~related to the Paulsboro Natural Gas Pipeline, the Chalmette Storage Tank and the Toledo Terminal Acquisition, of which~~ between approximately ~~$5.0~~$2.5 million and ~~$10.0~~$4.0 million relate to maintenance capital expenditures. We anticipate the forecasted maintenance capital expenditures will be funded primarily with cash from operations and through borrowings under the ~~liquidation~~Revolving Credit Facility as needed. We currently have not included any potential future acquisitions in our budgeted capital expenditures for the remainder of ~~marketable securities during the year.~~

We have sold our U.S. Treasury or other investment grade securities over time to fund our capital expenditures. In March 2017, we fully repaid our Term Loan and, as a result, such securities were no longer used to secure our obligation.2020. We may ~~also~~ rely on external sources including ~~other~~incremental borrowings under ~~our~~the Revolving Credit Facility and issuances of equity and debt securities to fund any significant future expansion.

Under the Omnibus Agreement, PBF Energy has agreed to reimburse us for any costs up to $20.0 million per event (net of any insurance recoveries) that we incur for repairs required due to the failure of any Contributed Asset to operate in substantially the same manner and condition as such asset was operating prior to the closing of the Offering and the Acquisitions from PBF during the first five years after the closing of the Offering and the Acquisitions from PBF, and any matters related thereto.46

Contractual Obligations

With the exception of ~~the debt~~ activity ~~in connection with the PNGPC Acquisition, repayment of our Term Loan and the issuance of the new 2023 Notes (and subsequent pay down of~~under the Revolving Credit ~~Facility),~~Facility, there have been no significant changes in our ~~debt~~contractual obligations since those reported in our ~~2016~~2019 Form 10-K. Refer to Note 47 “Debt” ~~in our~~of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information regarding our debt obligations.

Off-Balance Sheet Arrangements

We have not entered into any transactions, agreements or other contractual arrangements that would result in off-balance sheet liabilities, other than outstanding letters of credit in the amount of ~~approximately $3.6 million and operating leases.~~$4.9 million.

Environmental and Other Matters

Environmental ~~Regulation~~Regulations

Our operations are subject to extensive and frequently changing federal, state and local laws, regulations and ordinances relating to the protection of the environment. Among other things, these laws and regulations govern the emission or discharge of pollutants into or onto the land, air and water, the handling and disposal of solid and hazardous wastes and the remediation of contamination. As with the industry generally, compliance with existing and anticipated environmental laws and regulations increases our overall cost of business, including our capital costs to develop, maintain, operate and upgrade equipment and facilities. While these laws and regulations affect our maintenance and regulatory capital expenditures and net income, we believe they do not necessarily affect our competitive position, as the operations of our competitors are similarly affected. We believe our facilities are in substantial compliance with applicable environmental laws and regulations. However, these laws and regulations, ~~are subject to changes, or to changes in~~as well as the interpretation of such laws and regulations, are subject to changes by regulatory authorities, and continued and future compliance with such laws and regulations may require us to incur significant expenditures. Additionally, violation of environmental laws, regulations and permits can result in the imposition of significant administrative, civil and criminal penalties, injunctions limiting our operations, investigatory or remedial liabilities or construction bans or delays in the development of additional facilities or equipment. Furthermore, a release of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, subject us to substantial expenses, including costs to comply with applicable laws and regulations and to resolve claims by third parties for personal injury or property damage or by the U.S. federal government or state governments for natural resources damages. These impacts could directly and indirectly affect our business and have an adverse impact on our financial position, results of operations and liquidity. We cannot currently determine the amounts of such future impacts.

Environmental Liabilities

~~Contamination~~Contaminations resulting from spills of crude oil or petroleum products isare not unusual within the petroleum terminaling or transportation ~~industries. Historic~~industries and historically spills at truck and rail racks and terminals ~~as a result of past operations~~ have resulted in contamination of the environment, including soils and groundwater.

Pursuant to the contribution agreements entered into in connection with the ~~Offering~~IPO and the Acquisitions from PBF, PBF Energy has agreed to indemnify us for certain known and unknown environmental liabilities that are based on conditions in existence at our Predecessor’s properties and associated with the ownership or operation of ~~our assets~~the Contributed Assets and arising from the conditions that existed prior to the closings of the ~~Offering~~IPO and the Acquisitions from PBF. In addition, we have agreed to indemnify PBF Energy for (i) certain events and conditions associated with the ownership or operation of our assets that occur, as applicable, after the ~~closings~~closing of ~~the Offering and the Acquisitions~~each Acquisition from PBF (including the IPO) and ~~for~~(ii) environmental liabilities related to our assets ~~to the extent PBF Energy is not required to indemnify us for such liabilities or~~ if the environmental liability is the result of the negligence, willful misconduct or criminal

conduct of us or our

5947

~~conduct of PBF Energy or its~~ employees, including those seconded to us. As a result, we may incur ~~the type of~~environmental expenses ~~described above~~ in the future, which may be substantial.

As of September 30, ~~2017,~~2020, we have recorded a total liability related to environmental remediation costs of ~~approximately $2.1~~$1.9 million related to ~~the Plains Asset Purchase and the TVPC Acquisition.~~existing environmental liabilities. Refer to Note 910 “Commitments and Contingencies” ~~in our~~of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information.

Supplemental Guarantor Financial Information

The following consolidated subsidiaries serve as guarantors of the obligations under the 2023 Notes:

•Delaware City Logistics Company LLC;

•Delaware Pipeline Company LLC;

•Delaware City Terminaling Company LLC;

•Toledo Terminaling Company LLC;

•PBF Logistics Products Terminals LLC;

•PBFX Operating Company LLC;

•Torrance Valley Pipeline Company LLC;

•Paulsboro Natural Gas Pipeline Company LLC;

•Toledo Rail Logistics Company LLC;

•Chalmette Logistics Company LLC;

•Paulsboro Terminaling Company LLC;

•DCR Storage and Loading Company LLC;

•CPI Operations LLC; and

•PBFX Ace Holdings LLC.

These guarantees are full and unconditional and joint and several.

PBF Logistics LP serves as “Issuer,” with PBF Logistics Finance Corporation (“PBF Logistics Finance”) as “Co-Issuer.” The indenture dated May 12, 2015, as supplemented, among us, PBF Logistics Finance, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, governs subsidiaries designated as “Guarantor Subsidiaries.”

In addition, PBF LLC provides a limited guarantee of collection of the principal amount of the 2023 Notes but is not otherwise subject to restrictions included in the indenture. Refer to PBF LLC’s condensed consolidated financial statements, which are included in its Quarterly Report on Form 10-Q for the period ended September 30, 2020.

The Co-Issuer has no independent assets or operations and we do not have any subsidiaries designated as “Non-Guarantor Subsidiaries.” As such, the consolidated results of the Issuer and Guarantor Subsidiaries are reflected in our Condensed Consolidated Financial Statements, included in “Item 1. Financial Statements.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices. ~~Because~~We have minimal direct exposure to risks associated with fluctuating commodity prices because we do not generally own the crude oil, refined products or natural gas that is distributed through our facilities, and because all of our commercial agreements with PBF Energy require PBF Energy to bear the risk of any material volume loss relating to the services we ~~provide, we have minimal direct exposure to risks associated with fluctuating commodity prices.~~provide.

We experience modest volume gains and losses, which we sometimes refer to as imbalances, ~~within~~through the operations of our assets as a result of variances in tank storage meter readings and volume fluctuations within certain of our terminals. We use a year-to-date weighted-average market price to value our assets and liabilities related to product imbalances. For the three and nine months ended September 30, ~~2017,~~2020, the impact from our imbalances was not material to our results. In practice, we expect to settle positive refined product imbalances at the end of each year by selling excess volumes at current market prices. We may be required to purchase refined product volumes in the open market to make up negative imbalances or settle through cash payments.

Debt that we incur under ~~our~~the Revolving Credit Facility bears interest at a variable rate and exposes us to interest rate risk. At September 30, ~~2017,~~2020, we had ~~$189.2~~$213.0 million outstanding in variable interest ~~debt under this facility.~~debt. A 1.0% change in the interest rate associated with the borrowings outstanding under this facility would result in a ~~$2.9~~$4.0 million change in our interest expense, assuming we were to borrow all ~~$360.0~~$500.0 million available under ~~our~~the Revolving Credit Facility.

We continually monitor our market risk exposure, including the impact and developments related to COVID-19, which has introduced significant volatility in the financial markets subsequent to our year ended December 31, 2019.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and ~~Procedures.~~Procedures

~~PBFX maintains~~We maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information which is required to be disclosed is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management in a timely manner. Under the supervision and with the participation of ~~PBFX’s~~our management, including ~~PBFX’s~~our principal executive officer and ~~the~~our principal financial officer, ~~PBFX has~~we have evaluated the effectiveness of our system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of September 30, ~~2017.~~2020. Based on that evaluation, ~~PBFX’s~~our principal executive officer and ~~the~~our principal financial officer have concluded that ~~PBFX’s~~our disclosure controls and procedures are effective as of September 30, ~~2017.~~2020.

Changes in Internal Control Over Financial Reporting

There have been no changes in ~~PBFX’s~~our internal controls over financial reporting during the three months ended September 30, ~~2017~~2020 that have materially affected, or are reasonably likely to materially affect, ~~its~~our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

~~Although from~~From time to time, we may be involved in litigation, legal or governmental proceedings and other claims arising out of or relating to our operations in the normal course of ~~business,~~business. Except as set forth in our filings with the SEC or below, we do not believe that we are a party to any ~~litigation~~such matters that will have a material adverse impact on our financial condition, results of operations or statements of cash ~~flows. We~~flows and we are not aware of any ~~material legal or governmental proceedings against us, or~~such matters contemplated to be brought against ~~us.~~us:

On December 28, 2016, the Delaware Department of Natural Resources and Environmental Control issued a Coastal Zone Act permit for ethanol (the “Ethanol Permit”) to Delaware City Refining Company LLC (“DCR”) allowing the utilization of existing tanks and existing marine loading equipment at their existing facilities to enable denatured ethanol to be loaded from storage tanks to marine vessels and shipped to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by two environmental groups. On February 27, 2017, the Coastal Zone Industrial Board (the “Coastal Zone Board”) held a public hearing and dismissed the appeal, determining that the appellants did not have standing. The appellants filed an appeal of the Coastal Zone Board’s decision with the Delaware Superior Court (the “Superior Court”) on March 30, 2017. On January 19, 2018, the Superior Court rendered an Opinion regarding the decision of the Coastal Zone Board to dismiss the appeal of the Ethanol Permit for the ethanol project. The judge determined that the record created by the Coastal Zone Board was insufficient for the Superior Court to make a decision, and therefore remanded the case back to the Coastal Zone Board to address the deficiency in the record. Specifically, the Superior Court directed the Coastal Zone Board to address any evidence concerning whether the appellants’ claimed injuries would be affected by the increased quantity of ethanol shipments. On remand, the Coastal Zone Board met on January 28, 2019 and reversed its previous decision on standing, ruling that the appellants have standing to appeal the issuance of the Ethanol Permit. The parties to the action filed a joint motion with the Coastal Zone Board, requesting that the Coastal Zone Board concur with the parties’ proposal to secure from the Superior Court confirmation that all rights and claims are preserved for any subsequent appeal to the Superior Court, and that the matter then be scheduled for a hearing on the merits before the Coastal Zone Board. The Coastal Zone Board notified the parties in January of 2020 that it concurred with the parties’ proposed course of action. The appellants and DCR subsequently filed a motion with the Superior Court requesting relief consistent with what was described to the Coastal Zone Board. In March of 2020, the Superior Court issued a letter relinquishing jurisdiction over the matter and concurring with the parties’ proposal to allow the case to proceed to a hearing on the merits before the Coastal Zone Board. The parties must now jointly propose to the Coastal Zone Board a schedule for pre-hearing activity and a merits hearing to resolve the matter. The parties must, therefore, submit to the Coastal Zone Board a joint proposed schedule to govern future proceedings related to the merits hearing to resolve the matter.

Item 1A. Risk Factors

There have been no significant changes from the risk factors previously disclosed in “Item 1A. Risk Factors” of our ~~2016~~2019 Form 10-K, except as follows:

The current COVID-19 pandemic could have a materially adverse impact on our business, including our financial condition, cash flows and results of operations. We are unable to predict the extent to which the pandemic and related impacts will adversely impact our business, including our financial condition, cash flows and results of operations.

Due to the COVID-19 pandemic and the current extraordinary and volatile market conditions, our business and operating results have been and could continue to be negatively impacted due to demand destruction as a result of the worldwide economic slowdown and governmental responses, including travel restrictions and stay-at-home orders. These conditions could also have a negative impact on our liquidity due to

changes in the demand for our services, including a reduction in third-party and incremental affiliate revenue or the inability of our customers to honor their obligations under our commercial agreements. The COVID-19 pandemic has already impacted our revenue due to reductions in throughput volumes at our facilities, however, the full impact of the COVID-19 pandemic on the economy and our business is unknown and continuously evolving. The ultimate impact on our business will depend on numerous factors, including the duration of the effects of the pandemic on the economy, governmental actions as a response to the COVID-19 pandemic, the demand for refined petroleum products, any deterioration in the creditworthiness of our customers and actions taken by national and local governments.

The impacts the COVID-19 pandemic could have on our business include:

•a change in customer demand for our services, including lower third-party throughput and storage and a decrease in incremental throughput associated with our commercial agreements with PBF Holding;

•a reduction in the availability or productivity of our employees to service our customers;

•a delay in timing for the collections of our receivables for the services we perform;

•an impairment of our goodwill or long-lived assets;

•a decrease in our ability to grow our business through organic projects or third-party acquisitions;

•our inability to meet the covenant requirements of our Revolving Credit Facility or 2023 Notes, which may result in our debt being due on-demand;

•an impact on our liquidity position, which could result in our inability to pay our payables timely, including the 2023 Notes interest payments;

•changes or downgrades to our credit ratings;

•our ability to have sufficient cash from operations to enable us to pay the minimum quarterly distribution, or require us to reduce or suspend our quarterly distribution; and

•other factors discussed elsewhere in this Form 10-Q.

The foregoing and other continued disruptions to our business as a result of the COVID-19 pandemic could result in a material adverse effect on our business, result of operations, financial condition, cash flows and our ability to service the 2023 Notes and our other indebtedness and obligations. The COVID-19 pandemic may also have the effect of heightening some of the other risks described in the “Risk Factors” section of our 2019 Form 10-K.

Item 5. Other Information

(a) On October 26, 2020, PBF GP’s board of directors approved grants to certain officers, including each of our named executive officers, and key employees to us, of 324,000 phantom units pursuant to the terms and conditions of the PBF Logistics LP 2014 Long-Term Incentive Plan, as amended.

We awarded the following phantom units to our named executive officers:

•20,000 units to Thomas J. Nimbley, Chief Executive Officer and Chairman of the Board of Directors;

•12,500 units to C. Erik Young, Senior Vice President, Chief Financial Officer and Director;

•15,000 units to Matthew C. Lucey, Executive Vice President and Director;

•12,500 units to Trecia Canty, Senior Vice President, General Counsel and Secretary; and

•12,500 units to Timothy Paul Davis, Assistant Secretary.

Item 6. Exhibits

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this ~~report~~Form 10-Q, and such Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX



Exhibit Number						Description
10.122.1						~~Firm Transportation Service Agreement dated as~~List of ~~August 3, 2017, by and between Paulsboro Natural Gas Pipeline Company LLC and Paulsboro Refining Company LLC.~~Guarantor Subsidiaries.
31.1*						Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Logistics LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Erik Young, Chief Financial Officer of PBF Logistics LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1/*						Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Logistics LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2/*						Certification of Erik Young, Chief Financial Officer of PBF Logistics LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
104						The cover page from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted as Inline XBRL (included in Exhibit 101).

——————

* Filed herewith.

** ~~Furnished,~~This exhibit should not ~~filed.~~

be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

6252

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PBF Logistics LP

By:

PBF Logistics GP LLC, its general partner

Date:

October 29, 2020

~~PBF Logistics LP~~

By:

~~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 INDEX~~



~~Exhibit Number~~		~~Description~~
10.1*	~~Firm Transportation Service Agreement dated as of August 3, 2017, by and between Paulsboro Natural Gas Pipeline Company LLC and Paulsboro Refining Company LLC.~~
31.1*	~~Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Logistics LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~
31.2*	~~Certification of Erik Young, Chief Financial Officer of PBF Logistics LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~
32.1/*	~~Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Logistics LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
32.2/*	~~Certification of Erik Young, Chief Financial Officer of PBF Logistics LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
~~101.INS~~	~~XBRL Instance Document.~~
~~101.SCH~~	~~XBRL Taxonomy Extension Schema Document.~~
~~101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document.~~
~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document.~~
~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document.~~
~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document.~~

~~——————~~

* Filed herewith.

** Furnished, not filed.

6453


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)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Units Representing Limited Partner Interests	PBFX	New York Stock Exchange



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



PART I - FINANCIAL INFORMATION			56

Item 1. Financial Statements (Unaudited)			56
Condensed Consolidated Balance Sheets as of September 30, ~~2017~~2020 and December 31, ~~2016~~2019			56
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, ~~2017~~2020 and ~~2016~~2019			67
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2017~~2020 and ~~2016~~2019			78
Notes to Condensed Consolidated Financial Statements			810

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			4126

Item 3. Quantitative and Qualitative Disclosures About Market Risk			6048

Item 4. Controls and Procedures			6049

PART II - OTHER INFORMATION			6150

Item 1. Legal Proceedings			6150

Item 1A. Risk Factors			6150

Item 5. Other Information			51

Item 6. Exhibits			6252

Signatures			6353



	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



	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
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



~~DELAWARE~~



	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, 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	$	—



	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


	Three Months Ended September 30, 2020
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	66,992	$	22,018	$	0	$	89,010
Depreciation and amortization	7,010		7,295		0		14,305
Income (loss) from operations	43,377		16,363		(4,112)		55,628
Other expense	0		0		11,466		11,466
Capital expenditures	1,438		325		0		1,763


	Three Months Ended September 30, 2019
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	73,269	$	13,108	$	0	$	86,377
Depreciation and amortization	7,051		2,028		0		9,079
Income (loss) from operations	43,596		5,346		(4,552)		44,390
Other expense	0		0		13,396		13,396
Capital expenditures	2,781		5,247		0		8,028


	Nine Months Ended September 30, 2020
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	203,944	$	67,224	$	0	$	271,168
Depreciation and amortization	21,105		15,716		0		36,821
Income (loss) from operations	127,557		38,640		(12,798)		153,399
Other expense	0		0		36,964		36,964
Capital expenditures	6,469		3,166		0		9,635



	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, 2019
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	208,884	$	39,088	$	0	$	247,972
Depreciation and amortization	20,831		5,823		0		26,654
Income (loss) from operations	120,676		13,817		(18,142)		116,351
Other expense	0		0		37,953		37,953
Capital expenditures	15,014		8,166		0		23,180



	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 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